TCR_Public/071211.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, December 11, 2007, Vol. 11, No. 293

                             Headlines


A21 INC: Sept. 30 Balance Sheet Upside-Down by $258,000
ACCREDITED MORTGAGE: Moody's Cuts Rating on Cl. M-9 Loan to Ba3
ADVANCED MARKETING: Third Amended Plan Effective December 4
AES CORP: Somerset Town Seeks Judge's Disqualification in Lawsuit
AMERICAN HOME: Asks Feb. 1 Extension for Filing Adversary Action

AMERICAN HOME: Can Pay Up to $9 Mil. in Incentives to Sr. Managers
AMERICAN HOME: FGIC Wants Stay Lifted to Transfer Servicing Rights
AMERICAN RACING: Posts $1,036,525 Net Loss in Third Quarter
ANTARES MEZZ: Weaver Hill to Sell Antares Mezz Affiliate on Jan. 3
ASSOCIATES MANUFACTURED: Fitch Retains Junk Rating on Class B-2

ATLANTIC WINE: Posts $92,797 Net Loss in Second Quarter
BANCO DEL CARIBE: S&P Cuts Issuer Default Rating to B from B+
BEARINGPOINT: Moody's Confirms B2 Corporate Family Rating
BIG A: Taps Lewis R. Landau as Co-General Bankruptcy Counsel
BIG A: Selects Steven R. Fox Law Offices as Co-Counsel

BREK ENERGY: Posts $265,773 Net Loss in Third Quarter
BROOKLYN STRUCTURED: S&P Puts 'BB' Rating Under Negative Watch
BROTMAN MEDICAL: Court Gives Final OK to Access $19.8MM Financing
C-BASS MORTGAGE: Moody's Downgrades Ratings on 53 Tranches
CAM COMMERCIAL: S&P Affirms 'B-' Rating on Class N Certificates

CANYON CAPITAL: Case Summary & Two Largest Unsecured Creditors
CASTLETON GROUP: Hearing on Appeal vs. N.C. Insurance Set Today
CDC MORTGAGE: S&P Assigns Default Rating on Class B Certificates
CENTRAL MEMPHIS REGIONAL: Sale of GECC Collateral Set for Dec. 18
CHASE MORTGAGE: Moody's Assigns B2 Rating on Class B-4 Certs.

CHASE MORTGAGE: Moody's Assigns Ba2 Rating on Cl. B-3 Certs.
CHINA DIGITAL: Posts $72,361 Net Loss in Third Quarter
CHRYSLER LLC: Top Spokesman Quits Spurring Corporate Realignment
CITIGROUP MORTGAGE: Moody's Lowers Ratings on 52 Tranches
CJ KELLEY: Case Summary & 20 Largest Unsecured Creditors

CLAYTON HOLDINGS: Poor Performance Cues Moody's to Cut Ratings
COILPLUS JACKSON: To Be Put Into Liquidation by Mitsubishi
COMPUSA: Acquired by Gordon Brothers; Winds Down Retail Operations
CROSS READY: Case Summary & 22 Largest Unsecured Creditors
CYGNAL TECH: Canadian Court Extends Stay Period Until January 31

DB KEY: Settlement Plan Sets Philrich as Stalking Horse Bidder
DEL LABORATORIES: Coty and Bella Merger Deal Cues Moody's Review
DELPHI CORP: Sr. Noteholders Balk at Revised Disclosure Statement
DELPHI CORP: Disclosure Statement is Inadequate, Wilmington Says
DELPHI CORP: Revised Plan Disregards ERISA Plaintiffs' Concerns

EL PASO: Board OKs 25% Shareholders to Call Special Meetings
ENERSYS INC: To Sell 5,000,000 Common Shares to Jefferies
ENTERCOM COMMS: Rising Debt Leverage Cues S&P to Revise Outlook
ENVIROKARE TECH: Sept. 30 Balance Sheet Upside-Down by $1.8 Mil.
FAYETTE MRI: To Pay GECC Debt Through December 18 Asset Sale

GE COMMERCIAL: S&P Holds Low-B Ratings on Six Cert. Classes
GENERAL MOTORS: Canadian Arm to Idle Oshawa Truck Plant in January
GENERAL MOTORS: November 2007 Sales in Canada Down 10.2%
GENESCO INC: Faces Class Action Suit in Tennessee Dist. Court
GOODYEAR TIRE: Forms New Strategic Business Unit

GWENDOLYN CHAMBLISS: Case Summary & 12 Largest Unsecured Creditors
HELIX ENERGY: S&P Rates $500MM Proposed Fixed-Rate Notes at B+
HEREFORD & HOPS: Voluntary Chapter 11 Case Summary
HIGHRIDGE ABS: S&P Puts 'BB' Rating Under Negative Watch
HJ HEINZ: Moody's Revises Outlook to Stable from Negative

HSI ASSET: Moody's Lowers Ratings on 29 Tranches
HURLEY MEDICAL: Moody's Holds Ba1 Rating and Revises Outlook
IMAX CORP: Inks Deal with AMC to Install 100 IMAX(R) Systems
INGLESIDE GO DEBT: Good Performance Cues S&P's Positive Outlook
INGLESIDE WATERWORKS: S&P Revises Outlook to Pos. from Stable

INPHOHIC INC: Court Approves DLA Piper as Bankruptcy Counsel
INPHOHIC INC: Taps Bayard Firm as Bankruptcy Co-Counsel
INPHONIC INC: U.S. Trustee Appoints Five Member Creditors Panel
INTERPLAY ENT: Sept. 30 Balance Sheet Upside-Down by $1,810,000
INTREPID TECH: Posts $695,694 Net Loss in 1st Qtr. Ended Sept. 30

J&T TRANSPORTATION: Case Summary & 18 Largest Unsecured Creditors
JDJ WILTON: Case Summary & 16 Largest Unsecured Creditors
JOHN FRUHMORGEN: Case Summary & Eight Largest Unsecured Creditors
JP MORGAN: S&P Assigns Low-B Ratings on Six Certificate Classes
KMART FUNDING: Fitch Retains Junk Ratings on $26.5MM Bonds

KRISPY KREME: Posts $798,000 Net Loss in Quarter Ended October 28
LEHMAN MORTGAGE: Fitch Downgrades Ratings on $26.7MM Certs.
LPATH INC: Posts $4.6 Million Net Loss in Third Quarter
MARK IV: S&P Retains 'B' Rating Under Negative CreditWatch
MARINER ENERGY: Solid Performance Cues S&P to Lift Rating to B+

MDWERKS INC: Sept. 30 Balance Sheet Upside-Down by $962,602
MECHANICAL PRODUCTS: Lender Selling Assets at December 21 Auction
MGM MIRAGE: Board Authorizes 20 Million Common Stock Repurchase
MORGAN STANLEY: S&P Cuts Rating on Class A-6 Notes to B- from B+
MORGAN STANLEY: S&P Lowers Rating on Class A-10 Notes to B- from B

MORGAN STANLEY: S&P Places Ratings Under Negative CreditWatch
MSB OF DESTIN: Section 341(a) Meeting Slated for December 20
MTI GLOBAL: Inks Forbearance Deal with its Principal Lender
MUSICLAND HOLDING: Extends Plan Effective Date Until January 31
NABI BIOPHARMA: Completes Sale of Unit to Biotest AG for $185 Mil.

NABI BIOPHARMA: Board Approves $65 Mil. Share Repurchase Program
NABI BIOPHARMA: $185MM Biotest Sale Cues S&P's Stable Outlook
NEMASKET PARTNERS: Case Summary & Six Largest Unsecured Creditors
NEPHROS INC: Sept. 30 Balance Sheet Upside-Down by $5.6 Million
NEUTRON ENTERPRISES: Posts $2,256,162 Net Loss in Third Quarter

NEW ORLEANS REGIONAL: Auctions Asset on Dec. 17 to Pay GECC Debt
NEWPAGE CORP: Earns $16 Million in Third Quarter Ended Sept. 30
NEWPAGE CORP: Moody's Rates $1.6 Billion Secured Term Loan at Ba2
NEWPAGE CORP: S&P Rates Proposed $1.6 Billion Term Loan at BB-
NEWSTAR TRUST: Fitch Affirms 'BB' Rating on $24.372MM Notes

NORTH PARK VILLAGE: Voluntary Chapter 11 Case Summary
NORTHWEST AIR: Won't Complete Midwest Acquisition by January 31
OCTANS III: S&P Places Ratings Under Negative CreditWatch
PASQUAL CASINO: Greater Revenue Cues S&P to Lift Rating to BB-
PATRIOT TAX: Stays Neutral on Peachtree Partners' Tender Offer

PETSMART INC: Moody's Withdraws All Ratings for Business Reasons
PHARMANET DEVELOPMENT: S&P Holds 'B+' Rating and Revises Outlook
PHILIP GIBA: Case Summary & Ten Largest Unsecured Creditors
PLAINS EXPORATION: Change of Control Offers for Pogo's Notes End
PREMIER PRODUCTS: Case Summary & 19 Largest Unsecured Creditors

PYRAMIDS CHILD: Files for Chapter 11 Protection in New York
QUALITY DISTRIBUTION: To Offer $50 Mil. of Senior Floating Notes
QUALITY DISTRIBUTION: Boasso Funding Cues Moody's to Hold Ratings
REAL ESTATE: Submits Schedules of Assets and Liabilities
ROADHOUSE GRILL: Wants Unexpired Non-Residential Lease Rejected

SAGITTARIUS CDO: Terminated Facility Cues Moody's to Cut Ratings
SALANDER-O'REILLY: Sotheby's Withdraws Offer to Auction Art Pieces
SALLY HOLDINGS: Moody's Affirms B2 Rating and Changes Outlook
SARM: Fitch Lowers Ratings on $149.6 Million Certificates
SASCO MORTGAGE: S&P Junks Rating on Class B Certificates

SCOTIABANK SUD: Moody's Withdraws All Ratings at Issuer's Request
SEAN EUGENE O'CARROLL: Voluntary Chapter 11 Case Summary
SEARS ROEBUCK: S&P Cuts Rating on $60.19MM Certs. to BB from BB+
SMART ENERGY: Posts $1,705,949 Net Loss in Third Quarter
SOUTHAVEN POWER: Court Extends Plan Filing Period to January 15

SPX CORP: Considers Offering $500 Mil. of Senior Unsecured Notes
SPX CORP: Fitch Rates Planned $500MM Sr. Unsecured Notes at BB+
SPX CORP: S&P Rates $500 Million Sr. Unsecured Notes at BB
STEWART & STEVENSON: S&P Removes CreditWatch on 'CCC+' Rating
STRIKEFORCE TECH: Sept. 30 Balance Sheet Upside-Down by $4,124,507

STRUCTURAL INVESTMENT: Involuntary Chapter 11 Case Summary
STRUCTURED ASSET: S&P Junks Rating on Class B-4 Certificates
SVI MEDIA INC: Voluntary Chapter 11 Case Summary
TECO ENERGY: Completes $405 Million Sale of TECO Transport
TECO ENERGY: Extends Expiration Date of Exchange Offers

THORPE INSULATION: Seeks Injunctive Relief from Coverage Suit
THORPE INSULATION: Three Insurers Wants Ch. 11 Trustee Appointed
TITUS RANCH EAST: Case Summary & 12 Largest Unsecured Creditors
UAL CORP: Board Approves $250 Million Distribution to Shareholders
UAL CORP: Unions Furious Over Payouts

UNISYS CORP: Prices Offering of $210 Mil. of 12.5% Senior Notes
UNITED AIRLINES: Planned Pay Out Does Not Affect Fitch's Rating
US STEEL: Prices $500 Million Offering of 7% Senior Notes
UVUMOBILE INC: Sept. 30 Balance Sheet Upside-Down by $2,553,043
VALLEY ADVANCED: To Auction GECC Collateral on December 17

WATERFORD EQUITIES: Ombudsman Taps Schottenstein Zox as Counsel
WATERFORD EQUITIES: Taps Houlihan Lokey as Financial Advisor
WATERFORD EQUITIES: U.S. Trustee Appoints 9-Member Creditors Panel
WILD WEST: Judge Nugent Directs Series of Auction to Begin Today
WILLIAMS COMPANIES: S&P Lifts Credit Rating to BBB- from BB+

XM SATELLITE: Still Awaits FCC and DOJ Approval on Sirius Merger

* Gordon Brothers Acquires CompUSA & Winds Down Retail Operations

* Fitch Expects 2008 Will Be An Anxious Year for Paper Industry

* S&P Lowers Ratings on 101 Tranches from 24 US Hybrid CDO
* S&P Takes Rating Actions on Various Note Classes
* S&P Took Various Rating Actions on Insurance Companies

* Large Companies with Insolvent Balance Sheets


                             *********

A21 INC: Sept. 30 Balance Sheet Upside-Down by $258,000
-------------------------------------------------------
a21 Inc.'s consolidated balance sheet at Sept. 30, 2007, showed
$30.6 million in total assets, $29.8 million in total liabilities,
and $1.1 million in minority interest, resulting in a $258,000
total stockholders' deficit.

The company reported a net loss of $1.4 million on total revenue
of $5.4 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $1.0 million on total revenue of
$5.9 million in the same period in 2006.

Total cost of sales for the third quarter of 2007 were
$2.2 million, or 40.4% of revenues, compared to 38.4% of revenues
for the same prior year period.  Third quarter 2007 selling,
general, and administrative expenses were reduced by $163,000
compared to the same prior year period through a continued focus
on expense reduction.  In the third quarter of 2007, the company
recognized a $315,000 extraordinary charge for organizational
consolidation and restructuring expenses.

The third quarter 2007 operating loss was $1.0 million including
restructuring expense of $315,000, compared to a loss of $614,000
for the same prior year period.  Net loss for the quarter reflects
lower revenues and margins along with the extraordinary
restructuring charge.

At Sept. 30, 2007, the company's cash position was $2.8 million
and working capital $2.6 million with no short-term debt
obligations.

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?2632

                         About a21 Inc.

Based in Jacksonville, Fla., a21 Inc.(OTC BB: ATWO) --
http://www.a21group.com/-- is a leading online digital content
company.  Through SuperStock and ArtSelect, a21 delivers high
quality images, art framing, and exceptional customer service.


ACCREDITED MORTGAGE: Moody's Cuts Rating on Cl. M-9 Loan to Ba3
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 3 tranches
from Accredited Mortgage Loan Trust 2007-1.  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: Accredited Mortgage Loan Trust 2007-1

  -- Cl. M-7, Downgraded to Baa2, previously Baa1,
  -- Cl. M-8, Downgraded to Ba1, previously Baa2,
  -- Cl. M-9, Downgraded to Ba3, previously Baa3.


ADVANCED MARKETING: Third Amended Plan Effective December 4
-----------------------------------------------------------
Advanced Marketing Services Inc., Publishers Group Incorporated
and Publishers Group West Incorporated formally emerged from
Chapter 11 upon declaration of the U.S. Bankruptcy Court for the
District of Delaware the effectiveness of their Third Amended
Joint Plan of Liquidation on Dec. 4, 2007.

The Liquidating Plan, which was co-filed by the Official
Committee of Unsecured Creditors in the Debtors' Chapter 11
cases, was confirmed by the Court on November 15, finding that it
satisfies all the requirements under Section 1129(a) of the
Bankruptcy Code and complies with other applicable provisions.

Curtis R. Smith, the newly appointed Plan Administrator pursuant
to the Confirmation Order, states that creditors holding claims
against the Debtors' estates will be entitled to receive
distributions in accordance with the terms of the Plan, to the
extent that the claims are allowed.

Any request for allowance of Administrative Claims will be filed
no later than January 3, 2008, with objections to be filed on or
before February 4.  In addition, all professional fee requests
must be filed and served on the Debtors' counsel for final
allowance and reimbursement on or before January 18.

Furthermore, any entity asserting a claim against the Debtors'
estates arising from the rejection of the entity's executory
contract or unexpired lease with the Debtors must file a proof of
claim by January 3, to be sent to Epiq Bankruptcy Solutions, LLC,
757 Third Avenue, 3rd Floor, in New York.  Unless otherwise
ordered by the Court, all Claims arising from the rejection of
executory contracts or unexpired leases will be treated as
Unsecured Claims against the Reorganized Debtors, as the case may
be under the Plan.

On the Effective Date, the Creditors Committee will dissolve
automatically, and its members will be deemed relieved of all of
their prospective duties and obligations in connection with the
Reorganized Debtors' cases or the Plan and its implementation.
In addition, the Creditors Committee will be reconstituted as the
Post-Confirmation Committee, with these members:

   * Random House, Inc.,
   * Hachette Book Group USA, Inc.,
   * Harper Collins Publishers,
   * Penguin Group, and
   * Workman Publishing Co.

The bylaws and and the fiduciary duties adopted by the Creditors
Committee before the Effective Date will apply to the Post-
Confirmation Committee.  Also, the new committee will have the
right to terminate the Plan Administrator with or without cause
and to then appoint a successor Plan Administrator.

                    About Advanced Marketing

Based in San Diego, Calif., Advanced Marketing Services, Inc.
-- http://www.advmkt.com/-- provides customized merchandising,
wholesaling, distribution and publishing services, currently
primarily to the book industry.  The company has operations in the
U.S., Mexico, the United Kingdom and Australia and employs
approximately 1,200 people Worldwide.

The company and its two affiliates, Publishers Group Incorporated
and Publishers Group West Incorporated filed for chapter 11
protection on Dec. 29, 2006 (Bankr. D. Del. Case Nos. 06-11480
through 06-11482).  Suzzanne S. Uhland, Esq., Austin K. Barron,
Esq., Alexandra B. Feldman, Esq., O'Melveny & Myers, LLP,
represent the Debtors as Lead Counsel.  Chun I. Jang, Esq., Mark
D. Collins, Esq., and Paul Noble Heath, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors as Local Counsel.
Lowenstein Sandler PC represents the Official Committee of
Unsecured Creditors.  In schedules filed with the Court, Advanced
Marketing disclosed total assets of $213,384,791 and total debts
of $216,608,357.  Publishers Group West disclosed total assets of
$39,699,451 and total debts of $83,272,493.  Publishers Group Inc.
disclosed zero assets but $41,514,348 in liabilities.

On Aug. 24, 2007, the Debtors' exclusive period to file a chapter
11 plan expired.  On the same date, the Debtors and Creditors
Committee filed a Plan & Disclosure Statement.  On September 26,
the Court approved the adequacy of the Disclosure Statement
explaining the Second Amended Plan.  On Nov. 13, 2007, the Debtors
filed a Third Amended Plan and that plan was confirmed by the
Court on November 15.  (Advanced Marketing Bankruptcy News, Issue
No. 25; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


AES CORP: Somerset Town Seeks Judge's Disqualification in Lawsuit
-----------------------------------------------------------------
The Town of Somerset in New York has sought the disqualification
of State Supreme Court Justice Richard C. Kloch Sr. from the
lawsuits against the AES Corp.'s planned power plant, The Buffalo
News reports.

According to the paper, Somerset claimed that Judge Kloch made
several statements in open court prejudging the result of the
cases and "slamming the attorneys for the town."

Shoemaker's partner, Robert S. Roberson, signed the motion.  It
asserts that Judge Kloch made several statements in court during
hearings in June 2007 on the tax break that indicated that he
had decided how he would rule on the power plant assessment case
if he had to do so.

The Buffalo News notes that as indicated by a courtroom
transcript, Judge Kloch said on June 11, 2007, "Only one person
really knows the value, and that's myself, and that's without
the benefit of hearing all the proof."  The judge also admitted,
"I have a recurring nightmare, and the nightmare is that I have
to, in fact, try these [assessment] proceedings."

The Buffalo News says that the motion also claims that Judge
Kloch made critical comments about Mr. Roberson and Shoemaker in
court.

The complainants commented to the Buffalo News, "Various actions
and statements of Justice Kloch . . . were improper, establish
actual impropriety as well as create the appearance of
impropriety on behalf of Justice Kloch, [and] establish bias on
the part of Justice Kloch toward the town and its attorneys."

The report says that the motion demanding that Judge Kloch
remove himself from the assessment cases would be heard before
him on Jan. 24, 2007.

Town Attorney Edwin J. Shoemaker told the Buffalo News that he
is positive the complainants will win the appeal on the tax
break case.

The motion was "obviously without foundation, and highly ironic,
because Judge Kloch has ruled against AES in every instance [in
the assessment cases]," the Buffalo News says, citing Mark
McNamara, the attorney for AES.  Judge Kloch was citing other
cases.

"Since when does looking at legal precedent rise to the level of
bias?"  Mr. McNamara commented to the Buffalo News.

The assessment suits were dismissed but could be reinstated once
the town and the Barker Central School District succeed in their
appeals on Judge Kloch's ruling that a tax break for the AES
plant was legal, the Buffalo News states.

AES Corporation -- http://www.aes.com/-- a global power company,
operates in South America, Europe, Africa, Asia and the Caribbean
countries.  Generating 44,000 megawatts of electricity through 124
power facilities, the company delivers electricity through 15
distribution companies.

AES has been in Eastern Europe for over ten years, since it
acquired three power plants in Hungary in 1996.  Currently, AES
has two distribution companies in Ukraine, which serve 1.2
million customers and generation plants in the Czech Republic
and Hungary.  AES is also the leading company in biomass
conversion in Hungary, generating 37% of the nation's total
renewable generation in 2004.

                           *   *   *

As reported in the Troubled Company Reporter on Nov. 21, 2007,
the AES Corp. (AES: B1 Corporate Family Rating) has completed its
previously announced offer to purchase up to $1.24 billion of
outstanding senior notes.  While no ratings changed as a result,
the LGD point estimate on its senior secured credit facilities
were revised to LGD 1, 2%, from LGD 1, 3%, its second priority
secured notes to LGD 3, 38% from LGD 3, 41% and its senior
unsecured notes to LGD 4, 53% from LGD 4, 57%.


AMERICAN HOME: Asks Feb. 1 Extension for Filing Adversary Action
----------------------------------------------------------------
American Home Mortgage Investment Corp., its debtor-affiliates,
the Official Committee of Unsecured Creditors, and Bank of
America, N.A., as administrative agent, have agreed to extend
until Feb. 1, 2008, the deadline for the Creditors Committee to
properly file an adversary proceeding or contested matter:

   -- challenging the amount, validity, enforceability, priority
      or extent of indebtedness or the prepetition secured
      parties' security interests in and liens upon the
      prepetition collateral; or

   -- asserting any claims or causes of action against the
      Prepetition Secured Parties on behalf of the Debtors'
      bankruptcy estates.

BofA was the lead arranger and swingline lender of a prepetition
financing for the Debtors.

The Debtors' outstanding obligations under the subfacilities as
of bankruptcy filing are:

     Warehouse Facility              $608,300,000
     Swingline Credit Facility                  -
     Working Capital Facility         $50,000,000
     Servicing Facility              $446,250,000
                                 ----------------
          TOTAL                    $1,104,550,000

The Debtor had obtained authority from the U.S. Bankruptcy Court
for the District of Delaware to use, on a final basis, the cash
collateral securing the prepetition obligation until Nov. 16,
2007.

BofA is represented in the Debtors' cases by Margot B.
Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer
LLP, in New York; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, in Wilmington, Delaware.

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. 21, 2007.  (American Home Bankruptcy
News, Issue No. 14, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Can Pay Up to $9 Mil. in Incentives to Sr. Managers
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved American Home Mortgage Investment Corp. and its debtor-
affiliates' request to pay up to $9,000,000 in incentives to
members of senior management.

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

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

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

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

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

However, Judge Sontchi denied the request to withhold the names
of senior managers and the bonuses they are entitled to.

The exhibit containing the Plan participants' information
discloses that the Debtors' chief financial officer, Stephen
Hozie, will have a share of 12.65% of the minimum plan pool,
which is equivalent to $461,650.  Robert Johnson, the secondary
markets executive, will get 6.77% amounting to $247,100.  Michael
Strauss, American Home's founder and chief executive, bypassed
the bonus pool.

The other Plan participants, whose shares were not disclosed,
are:

   Name                      Designation
   ----                      -----------
   Cavaco, Christopher       Chief information Officer
   Friedman, David           EVP, Servicing
   Hall, David               Construction Lending Risk Manager
   Horn, Alan                General Counsel
   Kwaschyn, Dena            Operations
   Loeffler, Richard         Chief Administrative Officer
   Bernstein, Robert         Controller
   Dickman, Steven           SVP, Loan Administration
   Gonzalez, Carlos          SVP, System & Network
   Gowins, Karen             SVP, Dir. of Construction Lending
   Iorizzo, Robert           SVP, System & Network
   Kalas, John               Deputy General Counsel/Chief
                                Compliance Officer
   Labuskes, Michael         SVP, Mortgage Securitization Officer
   Larsen, Linda             SVP, Correspondent Operations
   Munson, MaryAnn           SVP, Director of Human Resources
   Neer, Tim                 SVP, Post Closing Operations
   Newsham, Michele          SVP, Wholesale Operations
   Pino, Craig               Chief Investment Officer & Treasurer
   Sakamoto, Simon           Senior Portfolio Manager
   Trepanier, Thomas         SVP, Director of Corp. Real Estate
   Voulo, Damian             SVP, Capital Markets Risk Management
   Yeckley, Robert           SVP, Retail Operations
   Jannotte, Robert          VP, Strategic Initiatives
   Morelle, Marissa          Senior Counsel
   Parrinelli, Nicholas      Deputy Controller

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. 21, 2007.  (American Home Bankruptcy
News, Issue No. 14, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: FGIC Wants Stay Lifted to Transfer Servicing Rights
------------------------------------------------------------------
Financial Guaranty Insurance Company asks the U.S. Bankruptcy
Court for the District of Delaware to modify the automatic stay to
permit the termination and transition of the rights and
responsibilities of American Home Mortgage Servicing Inc. and
American Home Mortgage Acceptance Inc. as servicers and
subservicer under certain home equity line of credit servicing
agreements.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, contends that FGIC is entitled to relief
because, among other reasons:

   -- after the Debtors sell their mortgage loan servicing
      business to AH Mortgage Acquisition Co., Inc., the Debtors
      will have neither a source of funding nor the operational
      ability to service the HELOC mortgage loans under the HELOC
      Servicing Agreements;

   -- there is insufficient time for the Debtors to request any
      assumption or other transfer of the HELOC Servicing
      Agreements by separate request, while protecting the rights
      and interests of FGIC; and

   -- continuing defaults exist under the HELOC Servicing
      Agreements and the servicing quality of AHM Servicing and
      AHM Acceptance has deteriorated and continues to
      deteriorate, to the direct economic detriment of FGIC and
      the non-debtor parties to the HELOC Servicing Agreements.

Although certain financing has allowed the Debtors to continue
their Servicing Business, they do not have financing to support
the servicing of the HELOC Mortgage Loans, Mr. Dehney points out.
He says that the harm to FGIC and the Non-Debtor Parties in
continuing the automatic stay outweighs any harm that may be
suffered by the Debtors if the stay is lifted.

Thus, FGIC asks the Court to:

   -- modify the automatic stay to permit FGIC and the Non-Debtor
      Parties to take all actions necessary to terminate AHM
      Servicing and AHM Acceptance as servicers and subservicer
      of the HELOC Mortgage Loans; and

   -- direct AHM Servicing, AHM Acceptance and the Debtors to:

      * transfer to GMAC Mortgage, LLC, all documents, files,
        records and data related to the HELOC Mortgage Loans;

      * cooperate in connection with transitioning the servicing
        function to GMAC, including sending "goodbye" letters to
        borrowers, directing all future collections to GMAC;

      * provide an accounting of all amounts collected on account
        of the HELOC Mortgage Loans;

      * pay all costs and expenses related to the transition of
        the servicing to GMAC; and

      * comply with the HELOC Servicing Agreements in
        transitioning the servicing of the HELOC Mortgage Loans.

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. 21, 2007.  (American Home Bankruptcy
News, Issue No. 14, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN RACING: Posts $1,036,525 Net Loss in Third Quarter
-----------------------------------------------------------
American Racing Capital Inc. reported a net loss of $1,036,525 on
sales of $277,621 for the third quarter ended Sept. 30, 2007,
compared with a net loss of $6,161,217 on sales of $5,375 in the
same period in 2006.

The company disposed of its ownership of Davy Jones Motorsports
Inc. and Fast One Inc. on Oct. 1, 2006, while it acquired a
controlling interest in LJJ in June of 2007.  Beginning with
July 1, 2007, the company consolidates its investment in LJ&J
accordingly its revenues are now recognized in the financial
statements.

Operating expenses for the three months ended Sept. 30, 2007, were
$573,287, as compared to $6,084,648, for the three months ended
Sept. 30, 2006, a decrease of $5,511,361 or 91%.  The decrease is
primarily attributable to the company reducing the number of
shares of its common stock issued for services.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2,406,345 in total assets, $2,344,364 in total liabilities, and
$61,981 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $128,440 in total current assets
available to pay $2,344,364 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?2638

                       Going Concern Doubt

Moore & Associates, Chartered, in Las Vegas, expressed substantial
doubt about American Racing Capital 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 pointed to the company's lack of
operations and sources of revenues.

                      About American Racing

Based in San Diego, American Racing Capital Inc. (OTC BB: AMRA) --
http://www.americanracingcapital.com/-- is a holding company for
other companies within the Auto Racing industry.  ARC is primarily
focused on racetrack property acquisitions and the upgrading of
those facilities.


ANTARES MEZZ: Weaver Hill to Sell Antares Mezz Affiliate on Jan. 3
------------------------------------------------------------------
Weaver Hill Acquisition LLC, a secured creditor of Antares Mezz
SPE LLC, will offer for sale all rights, title and interest of
affiliate Antares Mezz II SPE, LLC on Jan. 3, 2008, at 11:00 a.m.,
in a public auction at the offices of Weil, Gotshal and Manges
LLP, 767 Fifth Avenue, 25th Floor, New York City.

Together with the 100% membership interests, Weaver Hill will sell
all of the other pledged collateral, as defined in a February 2006
pledge agreement between the Debtors and Lehman Brothers Holdings
Inc., and assigned to Weaver Hill.

Pursuant to the pledge agreement, Weaver Hill was granted a
security interest in the membership interests to secure certain
indebtedness of the company.  Events of default have occurred
under the pledge agreement, and the indebtedness is due and
payable in full.

A bid deposit of $100,000 in the form of a cashier's check or
certified check or other immediately available funds payable to
Weaver Hill will be required in order to bid.

The membership interests will be offered as a single asset at the
auction.


ASSOCIATES MANUFACTURED: Fitch Retains Junk Rating on Class B-2
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these four Associates
Manufactured Housing Contract Trust pass-through certificates:

Series 1996-1:
  -- Class M affirmed at 'AA+';
  -- Class B-1 downgraded to 'AA' from 'AA+';
  -- Class B-2 downgraded to 'AA' from 'AA+'.

Series 1996-2:
  -- Class M affirmed at 'AA+';
  -- Class B-1 affirmed at 'BBB';
  -- Class B-2 remains at 'CC/DR3'.

Series 1997-1:
  -- Class M affirmed at 'AA+';
  -- Class B-1 downgraded to 'AA' from 'AA+';
  -- Class B-2 downgraded to 'AA' from 'AA+'.

Series 1997-2:
  -- Class A-6 affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 downgraded to 'AA' from 'AA+';
  -- Class B-2 downgraded to 'AA' from 'AA+'.

The affirmations, affecting approximately $169.3 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The ratings on classes B-1
and B-2 of series 1996-1, 1997-1, and 1997-2 are based on a
limited guarantee from Associates First Capital Corporation, which
completed a merger with Citigroup, Inc. in November of 2000.  The
downgrades of the limited guarantee bonds, affecting approximately
$152 million of the outstanding certificates, reflect Fitch's
downgrade of Citigroup's corporate rating to 'AA' on Nov. 5, 2007.

The collateral supporting the above transactions consists of
fixed-rate contracts secured by manufactured homes.  All of the
contracts were either originated or purchased by Associates and
were originally serviced by Associates.  In addition, all of the
above transactions are structured to pay interest to the
subordinate classes before paying principal to the senior classes.

As of the November remittance date, the respective pool factors
for series 1996-1, 1996-2, 1997-1, and 1997-2 are 14%, 12%, 14%,
and 21% and the respective seasoning is 134, 132, 127, and 121
months.  The respective cumulative losses (as a percent of the
original collateral balances) for series 1996-1, 1996-2, 1997-1,
and 1997-2 are 12.8%, 10.7%, 12.2%, and 18.1%.


ATLANTIC WINE: Posts $92,797 Net Loss in Second Quarter
-------------------------------------------------------
Atlantic Wine Agencies Inc. reported a net loss of $92,797 on net
sales of $68,393 for the second quarter ended Sept. 30, 2007,
compared with a net loss of $142,758 on net sales of $44,640 in
the same period last year.

Operating costs for the three-months ended Sept. 30, 2007,
aggregated $166,024 as compared to $187,091 for the three-months
ended Sept. 30, 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2,824,715 in total assets, $2,415,240 in total liabilities, and
$409,475 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $217,387 in total current assets
available to pay $2,415,240 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?263a

                       Going Concern Doubt

Meyler & Company LLC, in Middletown, N.J., expressed substantial
doubt about Atlantic Wine Agencies Inc.'s ability to continue as a
going concern after auditng the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing fir reported that the company has incurred cumulative
losses of $7,749,230 since inception, has negative working capital
of $1,912,728, and there are existing uncertain conditions the
company faces relative to its ability to obtain capital and
operate successfully.

                      About Atlantic Wine

Based in Somerset West, South Africa, Atlantic Wine Agencies Inc.
(OTC BB: AWNA.OB) -- http://www.atlanticwineagencies.com/-- was
incorporated in the State of Florida as New England Acquisitions
Inc. on April 8, 2001.  On Jan. 13, 2004, the company changed its
name to Atlantic Wine Agencies.  The company through its two
wholly owned subsidiaries, Mount Rozier Estates (Pty) Limited and
Mount Rozier Properties (Pty) Limited, owns a vineyard in the
Stellenbosch region of Western Cape, South Africa.  The vineyard
and surrounding properties consist of 80.9 hectares of arable land
for viticultural as well as residential and commercial purposes.


BANCO DEL CARIBE: S&P Cuts Issuer Default Rating to B from B+
-------------------------------------------------------------
Fitch Ratings has downgraded Banco del Caribe's long-term Issuer
Default Rating, Individual rating and national rating as:

  -- Long-term foreign currency IDR to 'B' from 'B+';
  -- Long-term local currency IDR to 'B' from 'B+';
  -- Individual to 'D/E' from 'D';
  -- National long-term to 'A-(ven)' from 'A+(ven)';
  -- National short-term to 'F-2(ven)' from 'F-1(ven)'.

Fitch has also affirmed the following ratings:

  -- Short-term Issuer 'B';
  -- Short-term local currency rating 'B';
  -- Support '5';
  -- Support Floor 'NF'.

The Rating Outlook is Negative.

The downgrade of Bancaribe's IDR, Individual and national ratings
reflect the sustained decrease of its capitalization ration due
the strong growth achieved in the last 18 months, while
profitability levels are undermined by fierce competition and a
complex array of controls imposed by the government that limits
the bank ability to manage its business, a situation that affects
the rest of the system as well.  Also, the ratings still
incorporate its strong competitive position in the middle market,
improved asset quality and adequate income diversification.
Downside risk for Bancaribe's ratings would stem from additional
government measures that could negatively affect its performance
or a more severe decrease in the bank's capitalization ratios.

The loan portfolio has increased significantly due to strong loan
demand since 2004 and a strategy to expand Bancaribe's
participation in the growing consumer loans market.  Meanwhile,
the improved economic environment and the overhaul of its risk
control techniques have strengthened the bank's asset quality
metrics.  At end-June 2007, the past due loans-to-gross loan ratio
stood at 0.5%; however, the rapid growth in loans has resulted in
a somewhat tight overall reserves ratio (2% of total loans at the
same date).  Despite the increased loan portfolio, the bank still
holds a significant concentration in government securities, with
4.3 times equity at end-June 2007, 1.2x excluding short-term
central bank securities.

The lack of foreign exchange gains since 2004, narrower spreads
and the increase in loan loss provisions have more than offset the
advances in terms of overhead and income diversification, reducing
the bank's profitability.  At end-June 2007, the bank's return on
average assets declined to 2.7%.  More modest asset growth and
continued pressure on the bank's spreads could further affect
Bancaribe's returns.

Strong asset growth and still relatively high cash dividends have
reduced capital ratios, with the equity-to-asset ratio falling
from almost 11% at end-2005 to 8.3% at end-June 2007, while the
risk-weighted capital ratio felt to a tight 12%, just in line with
the current regulatory minimum.  Despite the fact these ratios are
similar to the system's average; Bancaribe's above-average holding
of fixed assets and investments in subsidiaries significantly
reduces the bank's free capital ratio to 3.2%.  Given the still-
expected increase in lending and the diminished capitalization of
the bank, Fitch expects a more conservative capitalization policy
in order enhance the financial profile of the bank and mostly
considering the inherent volatility of the operating environment.

Bancaribe is a medium-sized bank with a 3.3% market share in terms
of invested funds at June 2007.  At end-2006, 51.1% of Bancaribe
was controlled by the Dao family and 26.6% was held by Scotia
International Ltd., a wholly owned subsidiary of Scotiabank, with
the remainder publicly held.


BEARINGPOINT: Moody's Confirms B2 Corporate Family Rating
---------------------------------------------------------
Moody's confirmed BearingPoint's B2 corporate family rating and
assigned a negative rating outlook.  In doing so, Moody's has
concluded its review for possible downgrade of the company's
ratings.  The B2 rating confirmation is supported by the
likelihood that, irrespective of a potential further slowdown in
the U.S. economy, the company's Public Services, EMEA, and Asia
Pacific divisions will continue to provide support for the
company's overall revenue growth and achievement of operating
profitability.  The confirmation also reflects the likelihood that
the company will continue reduce its high finance, accounting, and
infrastructure costs, raise staff utilization levels, and lower
capital expenditures, thereby improving its overall financial
operating performance.  On Dec. 3, 2007, the company reestablished
and expects to maintain current financial reporting status.

The corporate family rating is constrained by the company's large
operating losses and negative free cash flow, the project
consulting industry's exposure to economic cyclicality, including
the current downturn in the U.S. financial services sector, the
company's high, but declining, finance and accounting costs, and
its near-term potential debt refinancing needs related to an April
2009 investor put option on
$200 million convertible bonds.

The negative rating outlook reflects the company's exposure to
economic cyclicality and the potential that a more severe U.S.
economic downturn could offset substantial near-term improvement
to its financial performance.

In addition to the rating confirmation, Moody's assigned a short-
term SGL-3 liquidity rating to the company that reflects
substantial negative free cash flow in the trailing twelve months
ended September 30, 2007, prospects for achieving positive free
cash flow over the next twelve months, and a heavy reliance on
cash balances and on previously obtained external sources of
financing.  The company has a $500 million credit facility ($300
million drawn term loan and $200 LOC facility) and is in
compliance with the covenants of this facility.  The covenants
require the company to file its financial statements with the SEC
on a timely basis subsequent to Oct. 31, 2008.  As of Sept. 25,
2007, cash balances were $431 million. BearingPoint fortified its
cash balances in May 2007 with $300 million proceeds from its term
loan offering. Potential near-term liquidity needs include
potential debt refinancing needs related to an Apr. 15, 2009
investor put option date on its 5% $200 million senior
subordinated convertible notes.

The Caa1 rating for the Series A and B Unsecured Subordinated
Convertible Notes reflects their un-guaranteed and junior position
as holding company instruments within the company's capital
structure.  These notes are subordinate to the $300 million
secured term loan, issued May 2007, the $200 million 5.0% senior
subordinated convertible notes, as well as to other operating
liabilities considered to be senior in priority of claims,
including its trade payables, operating leases, and under-funded
German pension program.  The ratings for these A and B Notes has
been downgraded to Caa1 from B3, reflecting the addition of the
senior secured term loan into the company's capital structure
since the initiation of the review for possible downgrade.

Rating Confirmed:

  -- Corporate Family Rating B2

Ratings Assigned:

  -- Short-Term Liquidity Rating SGL-3

Ratings Downgraded:

  -- $250 million Series A Subordinated Convertible Notes to
     Caa1 from B3 (LGD5, 86%)
  -- $200 million Series B Subordinated Convertible Notes to
     Caa1 from B3 (LGD5, 86%)

Headquartered in Mclean, Virginia, with approximately $3.4 billion
in revenues for the twelve months ended September 2007,
BearingPoint, Inc. provides I/T consulting and managed services to
commercial and governmental entities worldwide.


BIG A: Taps Lewis R. Landau as Co-General Bankruptcy Counsel
------------------------------------------------------------
Big A Drug Stores Inc. asks the United States Bankruptcy Court for
the Central District of California for authority to employ Lewis
R. Landau, Esq., as its co-general bankruptcy counsel.

The Debtor selected Mr. Landau on the recommendation of Steven R.
Fox, the Debtor's proposed lead counsel, and because of Mr.
Landau's experience, competency and qualifications having served
as a commercial bankruptcy attorney for the last 19 years.

As co-general bankruptcy counsel, Mr. Landau's services will
include all legal services pertaining to the Debtor's bankruptcy
case including all contested matters but excluding corporate, tax
and securities related services.

As compensation for his services, Mr. Landau charges $350 per
hour, to increase to $375 per hour effective Jan. 1, 2008.
Paralegal hourly rates are $125, increasing to $140 per hour
effective July 1, 2008.

On Sept. 24, 2007, Mr. Landau received $3,500 from the Debtor's
retainer held by Steven R. Fox for general consultation and
assistance services, which was fully consumed prior to bankruptcy
filing.  On Nov. 18, 2007, Mr. Landau received $11,550 from the
Debtor's retainer held by Steven R. Fox as full payment of pre-
petition services rendered to the Debtor.

Mr. Landau assures the Court that he neither represents nor holds
any interest adverse to the Debtor or the Debtor's estates, and
that he is a "disinterested person" as such term is defined in
Sec. 101(14) of the Bankruptcy Code.

Headquartered in South Gate, California, Big A Drug Stores Inc. --
http://www.bigadrug.com/-- operates a chain of 21 retail drug
stores, located throughout California.  The company's stores offer
full service pharmacies and over-the-counter drugs, cigarettes,
optical products, liquor, general merchandise, groceries, beer and
wine, and beverages.  The company filed for Chapter 11 protection
on Nov. 19, 2007 (Bankr. C.D. Calif. Case No. 07-20699).  Steven
R. Fox, Esq., of Encino, California, is the Debtor's proposed lead
counsel.  As of Nov. 18, 2007, the Debtor listed total assets of
$18,788,648 and total debts of $54,424,646.


BIG A: Selects Steven R. Fox Law Offices as Co-Counsel
------------------------------------------------------
Big A Drugstores Inc. asks the United States Bankruptcy Court for
the Central District of California for authority to employ the Law
Offices of Steven R. Fox as its bankruptcy co-counsel.

The Debtor selected the Law Offices of Mr. Fox because of the
firm's familiarity with bankruptcy practice and the provisions of
the Bankruptcy Code, as well as extensive experience in chapter 11
bankruptcy cases.

The firm is expected to:

  a) advise the Debtor with respect to its powers and duties as a
     Debtor-in-Possession and the continued operation of the
     business and the management of the property in this Chapter
     case and to assist the Debtor in performing the duties
     required of it as a Debtor-in-Possession;

  b) negotiate, formulate, draft, and confirm a Plan of
     Reorganization and to attend hearings before the Court in
     connection with any proposed disclosure statements and plans
     of reorganization, and, then and there, to conduct, if
     necessary, examinations of interested parties and to advise
     the Debtor in connection with any proposed plan of
     reorganization or any proposal made in connection with a plan
     of reorganization;

  c) examine all claims filed in these proceedings in order to
     determine their nature, extent, validity and priority;

  d) advise and assist the Debtor in connection with the
     collection of assets, the sale of assets, or the refinancing
     of same in order to implement any plan of reorganization
     which might be confirmed in these proceedings;

  e) take such actions as may be necessary to protect the
     properties of the estate from seizure or other proceedings,
     pending confirmation and consummationof the Plan of
     Reorganization in this case;

  f) advise the Debtor with respect to the rejectionor affirmation
     of executory contracts;

  g) advise and assist the Debtor in fulfilling its obligations as
     a fiduciary of the chapter 11 estate;

  h) prepare all necessary pleadings pertaining to matters of
     bankruptcy law before the Court;

  i) advise Debtor on a limited basis with respect to tax
     obligations, and their payment;

  j) prepare such obligations and reports as are necessary and for
     which the services of an attorney are required including
     responding to the compliance requirements of the U.S.
     Trustee; and

  k) render other legal services for the Debtor for which the
     services of a bankruptcy attorney may be necessary during the
     pendency of this case including any necessary litigation.

As compensation for their services, the firm's professionals
engaged in this case bill:

     Designation                Hourly Rate
     -----------                -----------
     Principal                     $350
     Associate                     $350
     Law Clerk/Paralegal           $125

Prior to Nov. 19, 2007, the Debtor paid $248,961 to the law firm
and the Debtor's  principal, Edward J. Dallal, paid $76,000 to the
law firm.  Prior to bankruptcy filing, the Law Offices of Steven
R. Fox incurred fees and costs amounting to $401,753.81 leaving
the sum of $224,246.19 on hand in the client trust account at the
time of bankruptcy filing.  The fees incurred prior to Nov. 19,
2007, includes monies paid to Mr. Lewis Landau, the Debtors'
proposed co-counsel, for services rendered to the Debtor prior to
bankruptcy.

Mr. Fox assures the Court that his firm neither represents nor
holds any interest adverse to the Debtor or the Debtors' estate,
and that his firm is a "disinterested person" as such term is
defined in Sec. 101(14) of the Bankruptcy Code.

Headquartered in South Gate, California, Big A Drug Stores Inc. --
http://www.bigadrug.com/-- operates a chain of 21 retail drug
stores, located throughout California.  The company's stores offer
full service pharmacies and over-the-counter drugs, cigarettes,
optical products, liquor, general merchandise, groceries, beer and
wine, and beverages.  The company filed for Chapter 11 protection
on Nov. 19, 2007 (Bankr. C.D. Calif. Case No. 07-20699).  As of
Nov. 18, 2007, the Debtor listed total assets of $18,788,648 and
total debts of $54,424,646.


BREK ENERGY: Posts $265,773 Net Loss in Third Quarter
-----------------------------------------------------
Brek Energy Corp. reported a net loss of $265,773 on revenue of
$45,145 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $229,161 on revenue of $83,242 for the third quarter
ended Sept. 30, 2006.

The increase in net loss was primarily due to a decrease in
revenue and an increase in, gathering expenses primarily offset by
decreases in administrative and professional fees.

The $38,097 decrease in revenue for the three months ended
Sept. 30, 2007, was due to reduced production.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2,228,570 in total assets, $472,754 in total liabilities, $38,995
in minority interest, and $1,716,821 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?2637

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
Mendoza Berger & Company LLP expressed substantial doubt about
Brek Energy Corporation's ability to continue as a going concern
after auditing the company's financial statements for the years
ended Dec. 31, 2006, and 2005.  Mendoza Berger pointed to the
company's recurring operating losses and accumulated deficit.

                        About Brek Energy

Headquartered in Newport Beach, California, Brek Energy
Corporation (Other OTC: BREK.PK) -- http://www.brekenergy.com/ --
through its subsidiaries, acquires, operates, and develops
unconventional hydrocarbon prospects primarily in the Rocky
Mountain region of the U.S.  It principally acquires leasehold
interests in petroleum and natural gas rights, either directly or
indirectly.


BROOKLYN STRUCTURED: S&P Puts 'BB' Rating Under Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-1Q, A-2, A-3, A-4, B, and C notes issued by Armitage ABS CDO
Ltd.; on the class A-1J, A-2L, A-3L, B, and C notes issued by
Brooklyn Structured Finance CDO Ltd.; and on the class A-2, A-3,
B, C-1, C-2, and D notes issued by Millstone IV CDO Ltd. on
CreditWatch with negative implications.

Standard & Poor's notes that Armitage ABS CDO Ltd. triggered an
event of default on Dec. 3, 2007, under section 5.1(i) of the
indenture dated March 29, 2007, when the class A
overcollateralization ratio fell below 97.5%.  On Nov. 30, 2007,
Brooklyn Structured Finance CDO Ltd. triggered an EOD under
section 5.01(i) of the indenture dated Nov. 30, 2006, when the
ratio calculated by dividing the net outstanding portfolio
collateral balance by the aggregate outstanding amount of the
class A1S and A1J notes fell below 100%.    Millstone IV CDO Ltd.
triggered an EOD under section 5.1(h) of the indenture dated June
25, 2007, after the ratio calculated by dividing the net
outstanding portfolio collateral balance by the aggregate
outstanding amount of the class A notes fell below 100%.

When Standard & Poor's receives EOD notices, S&P place all of the
affected note ratings on CreditWatch with negative implications.


             Ratings Placed on Creditwatch Negative

                                             Rating
                                             ------
    Transaction              Class    To               From
    -----------              -----    --               ----
Armitage ABS CDO Ltd.        A-1Q     AAA/Watch Neg    AAA
Armitage ABS CDO Ltd.        A-2      AAA/Watch Neg    AAA
Armitage ABS CDO Ltd.        A-3      AAA/Watch Neg    AAA
Armitage ABS CDO Ltd.        A-4      AA/Watch Neg     AA
Armitage ABS CDO Ltd.        B        A/Watch Neg      A
Armitage ABS CDO Ltd.        C        BBB/Watch Neg    BBB
Brooklyn Structured Finance  A-1J     AAA/Watch Neg    AAA
  CDO Ltd.
Brooklyn Structured Finance  A-2L     AA/Watch Neg     AA
  CDO Ltd.
Brooklyn Structured Finance  A-3L     A/Watch Neg      A
  CDO Ltd.
Brooklyn Structured Finance  B        BBB/Watch Neg    BBB
  CDO Ltd.
Brooklyn Structured Finance  C        BB/Watch Neg     BB
  CDO Ltd.
Millstone IV CDO Ltd.        A-2      AAA/Watch Neg    AAA
Millstone IV CDO Ltd.        A-3      AAA/Watch Neg    AAA
Millstone IV CDO Ltd.        B        AA/Watch Neg     AA
Millstone IV CDO Ltd.        C-1      A/Watch Neg      A
Millstone IV CDO Ltd.        C-2      A/Watch Neg      A
Millstone IV CDO Ltd.        D        BBB/Watch Neg    BBB

                  Other Outstanding Ratings

   Transaction                           Class       Rating
   -----------                           -----       ------
   Armitage ABS CDO Ltd.                 A-1M        AAA
   Brooklyn Structured Finance CDO Ltd.  A-1S        AAA
   Millstone IV CDO Ltd.                 A-1A        AAA
   Millstone IV CDO Ltd.                 A-1B        AAA
   Millstone IV CDO Ltd.                 A-1C        AAA


BROTMAN MEDICAL: Court Gives Final OK to Access $19.8MM Financing
-----------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California gave Brotman Medical Center Inc. authority to access,
on an final basis, up to $19,875,000 in postpetition financing and
other extensions of credit from CapitalSource Finance LLC.

As reported in the Troubled Company Reporter on Nov. 8, 2007,
the Debtor told the Court that before its bankruptcy filing,
CapitalSource made certain loans, revolving credit and other
financial accomodations available to the Debtor.

On Oct. 29, 2007, the DIP financing facility was designed to
permit the hospital to fund its working capital needs during the
chapter 11 case, including obligations to its employees, trade
vendors, suppliers and service providers.

The Debtor granted in favor of the DIP lender security interest
and liens and superiority claims status pursuant to Section 364
of the Bankruptcy Code, as adequate protection.

In addition, the DIP lender will be entitled to receive adequate
protection payments equal to a rate of prime plus 5.5% per annum
on the outstanding amount due under the credit facility.

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed
for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif.
Case No. 07-19705).  The Debtor have selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  The U.S.
Trustee for Region 16 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors in this case.  When
the Debtor filed for protection against its creditors, it listed
assets and debts between $1 million and $100 million.


C-BASS MORTGAGE: Moody's Downgrades Ratings on 53 Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 53
tranches and placed on review for possible downgrade the ratings
of 3 tranches issued by C-Bass Mortgage Loan Asset Backed
Certificates 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: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB1

  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A2, previously A1,
  -- Cl. M-5, Downgraded to Baa1, previously A2,
  -- Cl. M-6, Downgraded to Ba2, previously A3,
  -- Cl. M-7, Downgraded to B1, previously Baa1,
  -- Cl. M-8, Downgraded to B3 on review for possible further
     downgrade, previously Baa2,
  -- Cl. B-1, Downgraded to C, previously Baa3,
  -- Cl. B-2, Downgraded to C, previously Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB2

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. B-1, Downgraded to Ba1, previously Baa1,
  -- Cl. B-2, Downgraded to Ba2, previously Baa2,
  -- Cl. B-3, Downgraded to B3, previously Baa3,
  -- Cl. B-4, Downgraded to Ca, previously Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB3

  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A2, previously A1,
  -- Cl. M-5, Downgraded to Baa1, previously A2,
  -- Cl. M-6, Downgraded to Baa3, previously A3,
  -- Cl. B-1, Downgraded to Ba1, previously Baa1,
  -- Cl. B-2, Downgraded to Ba2, previously Baa2,
  -- Cl. B-3, Downgraded to B3, previously Baa3,
  -- Cl. B-4, Downgraded to Ca, previously Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB4

  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. B-1, Downgraded to Baa2, previously Baa1,
  -- Cl. B-2, Downgraded to Baa3, previously Baa2,
  -- Cl. B-3, Downgraded to Ba3, previously Baa3,
  -- Cl. B-4, Downgraded to B3, previously Ba1,
  -- Cl. B-5, Downgraded to Ca, previously Ba2.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB5

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa2, previously A3,
  -- Cl. M-7, Downgraded to Baa3, previously Baa1,
  -- Cl. M-8, Downgraded to Ba3, previously Baa2,
  -- Cl. M-9, Downgraded to B2, previously Baa3,
  -- Cl. B-1, Downgraded to Ca, previously Ba1.

Issuer: C-BASS Mortgage Loan Asset-Backed Certificates, Series
2007-CB6

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. M-7, Downgraded to Ba1, previously Baa1,
  -- Cl. M-8, Downgraded to Ba2, previously Baa2,
  -- Cl. M-9, Downgraded to B2, previously Baa3,
  -- Cl. B-1, Downgraded to Caa2, previously Ba1.


CAM COMMERCIAL: S&P Affirms 'B-' Rating on Class N Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of commercial mortgage pass-through certificates from CAM
Commercial Mortgage Corp.'s series 2002-CAM2.  Concurrently, S&P
affirmed 10 other ratings from the same series.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.

As of the Nov. 14, 2007, remittance report, the trust collateral
consisted of 26 mortgage loans and one class of subordinated
fixed-rate commercial mortgage-backed securities (the class E
pass-through certificates from Morgan Stanley Capital I Inc.'s
series 1998-XL2) with an aggregate principal balance of
$145.5 million.  At issuance, the collateral consisted of 32
mortgage loans and two classes of subordinated fixed-rate CMBS
pass-through certificates with an aggregate principal balance of
$208.3 million.  Excluding the $7.8 million (5%) of collateral
that was defeased, the master servicer, Midland Loan Services
Inc., reported full-year 2006 financial information for 100% of
the loans in the pool.  Based on this information, Standard &
Poor's calculated a weighted average debt service coverage of
1.34x, down from 1.44x at issuance.  All of the loans in the pool
are current, and no loans are with the special servicer.  The
trust has not experienced a loss to date.

The top 10 assets have an aggregate outstanding balance of
$102.8 million (71%).  The largest asset is the aforementioned
class from Morgan Stanley Capital I Inc.'s series 1998-XL2.
Excluding this asset, S&P calculated a weighted average DSC of
1.40x, down from 1.53x at issuance.  The third-largest asset,
which is the second-largest exposure secured by real estate, is on
the master servicer's watchlist due to a low DSC and a decline in
revenue and is discussed below.  Standard & Poor's reviewed the
property inspection reports provided by Midland for the properties
underlying the top 10 assets, and all were reported to be in
"good" or "excellent" condition.

The master servicer's watchlist includes three loans totaling
$18.1 million (12%).  Among these loans is the second-largest real
estate exposure in the pool, Wellington Centre ($13 million, 9%),
which is secured by a 10-story, 201,600-sq.-ft. office building in
Dallas, Texas.  This loan was placed on the watchlist because of a
reported low DSC (cash flow was negative as of Dec. 31, 2006) and
a decline in revenue.  The drop in revenue is attributable to a
decrease in occupancy, which was 78% as of March 31, 2007, down
from 96% at issuance.  The borrower plans to upgrade the property
to address the poor performance.

Standard & Poor's stressed various assets as part of its analysis,
including those on the watchlist and those otherwise considered
credit impaired.  The resultant credit enhancement levels
adequately support the raised and affirmed ratings.


                         Ratings Raised

                  CAM Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2002-CAM2

                    Rating
                    ------
          Class   To       From     Credit enhancement
          -----   --       ----      ----------------
          C       AA       A+             17.54%
          D       A+       A              15.75%
          E       A-       BBB+           13.60%
          F       BBB+     BBB            12.88%

                       Ratings Affirmed

                 CAM Commercial Mortgage Corp.
Commercial mortgage pass-through certificates series 2002-CAM2

             Class    Rating    Credit enhancement
             -----    ------     ----------------
             A-2      AAA             25.77%
             B        AA+             21.47%
             G        BBB-            10.74%
             H        BB+              7.16%
             J        BB               6.44%
             K        BB-              5.73%
             L        B+               4.65%
             M        B                3.94%
             N        B-               3.22%
             X        AAA               N/A


                    N/A - Not applicable.


CANYON CAPITAL: Case Summary & Two Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Canyon Capital Partners, L.L.C.
        6005 South Belvedere Avenue
        Tucson, AZ 85706

Bankruptcy Case No.: 07-02493

Chapter 11 Petition Date: December 6, 2007

Court: District of Arizona (Tucson)

Judge: James M. Marlar

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  110 South Church Avenue, Suite 2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
S.A.R.S., Inc.                 equipment             $1,754,000
6991 North Solaz Tercero       rent/purchase+
Tucson, AZ 85718               cb note

                               Dyers goodwill        $1,406,000

                               Dyers 10 year         $600,000
                               property lease

Cactus Auto Transport, Inc.    goodwill: Phil        $396,000
P.O. Box 90498                 & Paula Delany
Tucson, AZ 85752

                               c.b. note on          $271,000
                               equipment equity

                               3rd party equipment   $190,000
                               leases

                               3rd party pick-up     $12,000
                               truck note
[]


CASTLETON GROUP: Hearing on Appeal vs. N.C. Insurance Set Today
---------------------------------------------------------------
A hearing is scheduled today, Dec. 11, 2007, at the Superior Court
of Wake County to discuss the merits of the stay motion filed by
Castleton Group Inc. against the North Carolina Department of
Insurance's decree denying it a license to operate.

Insurance Commissioner Jim Long, on December 4, said that it had
reached a decision in the licensure case of Castleton.  According
to the Department, it denied approval of a license to operate
citing the company's "hazardous financial condition," and that
these financials have dipped to the point of insolvency.

That ruling, Department officials say, could affect 89 of
Castleton's client companies, including approximately 3,000
employee, with many client companies seeing a flurry of end-of-
year activity, including processing holiday pay checks and
preparing W-2 tax forms.

"We want Castleton's client companies to be fully aware of this
decision so they can review their situations," said Commissioner
Long.

The Department contends that the company has never been licensed
under the 2005 law but that same law has allowed Castleton to keep
operating pending the resolution of the licensing dispute.
Because of its appeal to the Court, Castleton was granted a
temporary stay of the license denial pending a full hearing.

The decision from the hearing officer in this case determined that
the Castleton Group's liabilities exceed its assets by some
$6 million.  In addition, evidence showed that the company's
former chief financial officer admitted to filing false federal
payroll tax reports, resulting in an estimated $8 million in
unpaid federal payroll taxes.

The Department recommends that any client companies of Castleton
Group immediately review their human resources needs in light of
this decision.  Companies that choose to seek services from a new
professional employer organization have 90 licensed organizations
in North Carolina from which to choose.

                      Castleton's Side

The company however verified the claims that the tax reports filed
were false but said that it disclosed the improper accounting when
it was discovered, Chris Coletta of the Triangle Business Journal
in North Carolina reports, citing a company spokesperson.  The
company's spokesperson also said that the company had employed
forensic accountants in order to look into the matter.

The company disclosed revenue of $25 million in 2006, the report
adds.

The Castleton Group -- http://www.castletongroup.com/-- provides
outsourced human resources services including human resources
compliance, training, risk management and safety, benefits and
payroll administration.


CDC MORTGAGE: S&P Assigns Default Rating on Class B Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M and B mortgage pass-through certificates from CDC Mortgage
Capital Trust 2002-HE1.  At the same time, S&P affirmed its 'AAA'
rating on the class A certificates from this transaction.

The lowered ratings reflect the deterioration of available credit
support.  As of the Oct. 25, 2007, distribution date, the failure
of excess interest to cover monthly losses had resulted in the
complete depletion of overcollateralization.  This lack of O/C has
caused a principal write-down of the B class.  During the previous
six remittance periods, monthly
losses have exceeded excess interest by approximately 3.0x.  As of
the October 2007 distribution period, this transaction was 65
months seasoned and had realized $15.95 million in cumulative
losses.  Total delinquencies and severe delinquencies were 36.72%
and 25.08% of the current pool balance, respectively.

The affirmation of the rating on the class A certificates reflects
a sufficient loss coverage percentage for the 'AAA' rating.  As of
the October distribution date, credit support for this class was
55.15%, which is more than 2.0x its original amount.

Credit enhancement for this transaction is derived from a
combination of subordination, excess interest, and O/C.  The
collateral supporting this transaction consists of subprime pools
of fixed- and adjustable-rate mortgage loans secured by first
liens on one- to four-family residential properties.


                        Ratings Lowered

              CDC Mortgage Capital Trust 2002-HE1
              Mortgage pass-through certificates

                                  Rating
                                  ------
              Class          To             From
              -----          --             ----
              M              BB             A
              B              D              CCC

                        Rating Affirmed

              CDC Mortgage Capital Trust 2002-HE1
              Mortgage pass-through certificates

                   Class              Rating
                   -----              ------
                   A                  AAA


CENTRAL MEMPHIS REGIONAL: Sale of GECC Collateral Set for Dec. 18
-----------------------------------------------------------------
General Electric Capital Corporation will attend a public auction
and may make offers for the asset of Central Memphis Regional
P.E.T. Imaging Center LLC, on account of unpaid debt owed to GECC,
secured creditor.

The asset offered for sale consist of rights, title and interest
of the Debtor on its 2003 GE Discovery LS PET/CT 8 Slice System.

The auction will be held at 3:00 p.m. on Dec. 18, 2007, at:

            Katten Muchin Rosenman LLP
            525 West Monroe Street, 19th Floor
            Chicago, IL 60661

On the sale date, the assets may be offered for sale, with
reserve, and sold to the highest bidder at the conclusion of the
sales, as determined by GECC in its sole and absolute discretion,
on an "as is, where is" basis, without recourse or warranties.

Additional terms and conditions applicable to the sale may be
obtained from GECC's counsel, Peter J. Young, Esq., through (312)
902-5208.

Memphis, Tennessee-based Central Memphis Regional P.E.T. Imaging
Center LLC -- http://www.memphispetcenter.com/-- provides doctors
with the technology to conduct diagnosis better through its PET -
Positron Emission Tomography.  They offer services in the fields
of oncology, neurology, and cardiology are some areas in which
patients are benefiting most from PET technology.


CHASE MORTGAGE: Moody's Assigns B2 Rating on Class B-4 Certs.
-------------------------------------------------------------
Moody's Investors Service has assigned a Aaa rating to the senior
certificates and a Aa1 rating to the senior support certificates.
Moody's has also assigned ratings ranging from Aa2 to B2 for the
suboordinate certificates issued by Chase Mortgage Finance Trust
Series 2007-A3.

The securitization is backed JPMorgan Chase Bank, N.A. originated
adjustable-rate Jumbo mortgage loans.  The ratings are based
primarily on the credit quality of the loans and on the protection
against credit losses provided by subordination.  Moody's expects
collateral losses to range from 0.45% to 0.55 %.

JPMorgan Chase Bank, N.A. will service the loans.  Moody's has
assigned JPMorgan Chase Bank, N.A. its top servicer quality rating
of SQ1 for prime loans.

The complete rating actions are:

Chase Mortgage Finance Trust Series 2007-A3
Multi-Class Mortgage Pass-Through Certificates

  -- Cl. 1-A1, Assigned Aaa
  -- Cl. 1-A2, Assigned Aa1
  -- Cl. 1-A3, Assigned Aaa
  -- Cl. 1-A4, Assigned Aaa
  -- Cl. 1-A5, Assigned Aaa
  -- Cl. 1-A6, Assigned Aaa
  -- Cl. 1-A7, Assigned Aaa
  -- Cl. 1-A8, Assigned Aaa
  -- Cl. 1-A9, Assigned Aaa
  -- Cl. 1-A10, Assigned Aaa
  -- Cl. 1-A11, Assigned Aaa
  -- Cl. 1-A13, Assigned Aaa
  -- Cl. 1-A14, Assigned Aaa
  -- Cl. 1-A15, Assigned Aaa
  -- Cl. 1-A16, Assigned Aaa
  -- Cl. 1-A17, Assigned Aaa
  -- Cl. 1-A18, Assigned Aaa
  -- Cl. 1-A19, Assigned Aaa
  -- Cl. 1-A20, Assigned Aaa
  -- Cl. 1-A12, Assigned Aaa
  -- Cl. 2-A1, Assigned Aaa
  -- Cl. 2-A2, Assigned Aa1
  -- Cl. 2-A3, Assigned Aaa
  -- Cl. 2-A4, Assigned Aaa
  -- Cl. 2-A5, Assigned Aaa
  -- Cl. 2-A6, Assigned Aaa
  -- Cl. 2-A7, Assigned Aaa
  -- Cl. 2-A8, Assigned Aaa
  -- Cl. 2-A9, Assigned Aaa
  -- Cl. 2-A10, Assigned Aaa
  -- Cl. 2-A11, Assigned Aaa
  -- Cl. 2-A12, Assigned Aaa
  -- Cl. 2-A13, Assigned Aaa
  -- Cl. 2-A14, Assigned Aaa
  -- Cl. 2-A15, Assigned Aaa
  -- Cl. 2-A16, Assigned Aaa
  -- Cl. 2-A17, Assigned Aaa
  -- Cl. 2-A18, Assigned Aaa
  -- Cl. 2-A19, Assigned Aaa
  -- Cl. 2-A20, Assigned Aaa
  -- Cl. 2-A21, Assigned Aaa
  -- Cl. 2-A22, Assigned Aaa
  -- Cl. 2-A23, Assigned Aaa
  -- Cl. 3-A1, Assigned Aaa
  -- Cl. 3-A2, Assigned Aa1
  -- Cl. 3-A3, Assigned Aaa
  -- Cl. 3-A4, Assigned Aaa
  -- Cl. 3-A5, Assigned Aaa
  -- Cl. 3-A6, Assigned Aaa
  -- Cl. 3-A7, Assigned Aaa
  -- Cl. 3-A8, Assigned Aaa
  -- Cl. 3-A9, Assigned Aaa
  -- Cl. 3-A10, Assigned Aaa
  -- Cl. 3-A11, Assigned Aaa
  -- Cl. 3-A12, Assigned Aaa
  -- Cl. 3-A13, Assigned Aaa
  -- Cl. 3-A14, Assigned Aaa
  -- Cl. 3-A15, Assigned Aaa
  -- Cl. 3-A16, Assigned Aaa
  -- Cl. 3-A17, Assigned Aaa
  -- Cl. 3-A18, Assigned Aaa
  -- Cl. 3-A19, Assigned Aaa
  -- Cl. 3-A20, Assigned Aaa
  -- Cl. 3-A21, Assigned Aaa
  -- Cl. A-R, Assigned Aaa
  -- Cl. M, Assigned Aa2
  -- Cl. B-1, Assigned A2
  -- Cl. B-2, Assigned Baa2
  -- Cl. B-3, Assigned Ba2
  -- Cl. B-4, Assigned B2


CHASE MORTGAGE: Moody's Assigns Ba2 Rating on Cl. B-3 Certs.
------------------------------------------------------------
Moody's Investors Service has assigned Aaa ratings to super senior
certificates and Aa1 for senior support certificates.  Moody's has
also assigned ratings ranging from Aa2 to B2 for the subordinate
certificates issued by Chase Mortgage Finance Trust Series 2007-
S6.

The securitization is backed by JPMorgan Chase Bank, N.A.
originated fixed-rate Jumbo residential mortgage loans.  The
ratings are based primarily on the credit quality of the loans and
on protection from subordination.  Moody's expects collateral
losses to range from 0.45% to 0.55%.

JPMorgan Chase Bank, N.A. will service the loans.  Moody's has
assigned JPMorgan Chase Bank, N.A. its top servicer quality rating
of SQ1 as a primary servicer of prime residential mortgage loans.

The complete rating actions are:

Chase Mortgage Finance Trust 2007-S6
Multi-Class Mortgage Pass-Through Certificates, Series 2007-S6

  -- Cl. 1-A1, Assigned Aaa
  -- Cl. 1-A2, Assigned Aa1
  -- Cl. 1-A3, Assigned Aaa
  -- Cl. 1-AX, Assigned Aaa
  -- Cl. 2-A1, Assigned Aaa
  -- Cl. 2-A2, Assigned Aa1
  -- Cl. 2-A3, Assigned Aaa
  -- Cl. 2-AX, Assigned Aaa
  -- Cl. A-P, Assigned Aaa
  -- Cl. A-R, Assigned Aaa
  -- Cl. M, Assigned Aa2
  -- Cl. B-1, Assigned A2
  -- Cl. B-2, Assigned Baa2
  -- Cl. B-3, Assigned Ba2
  -- Cl. B-4, Assigned B2


CHINA DIGITAL: Posts $72,361 Net Loss in Third Quarter
------------------------------------------------------
China Digital Communication Group reported a net loss of $72,361
on revenue of $336,539 for the third quarter ended Sept. 30, 2007,
compared with net income of $1,234,730 on revenue of $4,031,597 in
the comparable period in 2006.

The significant revenue decrease was due to increased competition
and decreased demand from customers for the three month period
ended Sept. 30, 2007, as compared to the same period ended
Sept. 30, 2006, and also because the 2007 numbers does not include
the numbers from Sono, which was sold in April 2007.

Loss from operations for the three month period ended Sept. 30,
2007 totaled $612,718 compared to income from operations of
$1,301,316 for the three month period ended Sept. 30, 2006.  The
change to a loss from operations was primarily due to decrease in
sales during the three month period ended Sept. 30, 2007.

Bad debt recovery for the three month period ended Sept. 30, 2007,
totaled $522,584 compared to bad debt expense of $5,882 for the
three month period ended Sept. 30, 2006.  The increase in bad debt
recovery was due to significant efforts made by management and the
company to collect those receivable previously reserved as bad
debt.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$15.9 million in total assets, $901,595 in total liabilities, and
$15.0 million in total 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?263b

                       Going Concern Doubt

China Digital Communication group has sustained net losses of
$2,725,483 since its inception, and the company's current
operations do not generate sufficient cash to cover its operating
costs.  These conditions raise substantial doubt about the
company's ability to continue as a going concern.

                       About China Digital

China Digital Communication Group (OTC BB: CHID) --
http://www.chinadigitalgroup.com/-- is a Nevada corporation with
business headquarters in Shenzhen, China.  Its primary business is
the manufacture of components for batteries used in mobile phones
and other digital devices.


CHRYSLER LLC: Top Spokesman Quits Spurring Corporate Realignment
----------------------------------------------------------------
Jason H. Vines, Chrysler LLC's Vice President-Communications has
elected to resign and, therefore, the company is disclosing a
realignment of its Corporate Communications Department.

"Now that Chrysler is an independent company again, we are taking
every opportunity to realign functions in a more holistic manner
that allows us to more effectively drive company strategy," Bob
Nardelli, Chairman and CEO, said.  "As part of this realignment,
the corporate communications function will now report to Nancy
Rae, Senior Vice President-Human Resources."

Several executives in the corporate communications department will
report directly to Ms. Rae.  David Barnas, who has been in the
corporate communications department for six years, will be
responsible for internal and corporate communications, which
includes dealing with the news media.

Mr. Vines' resignation is effective immediately, although he has
agreed to remain at Chrysler through the end of December to assist
in the transition.  "Jason has served Chrysler well, and we are
very grateful for his many contributions over the years," Mr.
Nardelli said.

Mr. Vines began his career at Chrysler Corporation in 1983,
serving first as an economics researcher in the Labor Relations
Department and later through various assignments in Employee
Communications and Public Relations.  He left Chrysler in 1998 and
became Vice President-Communications for Nissan North America.  In
February 2000, he was appointed Vice President-Communications for
Ford Motor Company.  He returned to Chrysler in 2003 as Vice
President-Communications.

"This was a tough decision, considering the many talented,
longtime friends I have throughout the company," Mr. Vines said.
"I wish them all the best and will continue to root for them."

Mike Aberlich, who has served the company as Director, Corporate
and Internal Communications, also announced last week  that he has
decided to retire at the end of this year.  "We thank Mike for his
dedication and contributions to the company," Mr. Nardelli added.

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 Dec. 10, 2007,
Standard & Poor's Ratings Services revised its recovery rating on
Chrysler's $2 billion senior secured second-lien term loan due
2014.  The issue-level rating on this debt remains unchanged at
'B', and the recovery rating was revised to '3', indicating an
expectation for meaningful (50% to 70%) recovery in the event of a
payment default, from '4'.


CITIGROUP MORTGAGE: Moody's Lowers Ratings on 52 Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 52
tranches and placed on review for possible downgrade the ratings
of 7 tranches from 10 transactions issued by Citigroup Mortgage
Loan trust in 2007.  Additionally, 5 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: Citigroup Mortgage Loan Trust 2007-AHL1

  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. M-7, Downgraded to Baa3, previously Baa1,
  -- Cl. M-8, Downgraded to Ba1, previously Baa1,
  -- Cl. M-9, Downgraded to B1, previously Baa3,
  -- Cl. M-10, Downgraded to Caa3, previously Ba1,
  -- Cl. M-11, Downgraded to C, previously Ba2.

Issuer: Citigroup Mortgage Loan Trust 2007-AHL2, Asset-Backed
Pass-Through Certificates, Series 2007-AHL2

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. M-7, Downgraded to Baa3, previously Baa1,
  -- Cl. M-8, Downgraded to Ba2, previously Baa2,
  -- Cl. M-9, Downgraded to B1, previously Baa3,
  -- Cl. M-10, Downgraded to Caa2, previously Ba1.

Issuer: Citigroup Mortgage Loan Trust 2007-AHL3

  -- Cl. M-6, Downgraded to A3, previously A2,
  -- Cl. M-7, Downgraded to Baa1, previously A3,
  -- Cl. M-8, Downgraded to Baa3, previously Baa1,
  -- Cl. M-9, Downgraded to Ba1, previously Baa2,
  -- Cl. M-10, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.

Issuer: Citigroup Mortgage Loan Trust 2007-AMC1

  -- Cl. M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Baa1, previously A1,
  -- Cl. M-5, Downgraded to Ba1, previously A2,
  -- Cl. M-6, Downgraded to B1, previously A3,
  -- Cl. M-7, Downgraded to Caa2, previously Baa1,
  -- Cl. M-8, Downgraded to C, previously Baa2,
  -- Cl. M-9, Downgraded to C, previously Baa3,
  -- Cl. M-10, Downgraded to C, previously Ba1.

Issuer: Citigroup Mortgage Loan Trust 2007-AMC2

  -- Cl. M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Baa2, previously A1,
  -- Cl. M-5, Downgraded to Ba3, previously A2,
  -- Cl. M-6, Downgraded to B3* on review for possible further
     downgrade, previously A3,
  -- Cl. M-7, Downgraded to Caa3, previously Baa1,
  -- Cl. M-8, Downgraded to C, previously Baa2,
  -- Cl. M-9, Downgraded to C, previously Baa3,
  -- Cl. M-10, Downgraded to C, previously Ba1.

Issuer: Citigroup Mortgage Loan Trust 2007-AMC3

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa2, previously A3,
  -- Cl. M-7, Downgraded to Ba1, previously Baa1,
  -- Cl. M-8, Downgraded to Ba3, previously Baa2,
  -- Cl. M-9, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,
  -- Cl. M-10, Downgraded to Ca, previously Ba1.

Issuer: Citigroup Mortgage Loan Trust 2007-AMC4

  -- Cl. M-6 Currently Aa3 on review for possible downgrade,
  -- Cl. M-7, Downgraded to A2, previously A1,
  -- Cl. M-8, Downgraded to Baa1, previously A2,
  -- Cl. M-9, Downgraded to Ba3, previously Baa1,
  -- Cl. M-10, Downgraded to B1, previously Baa2,
  -- Cl. M-11, Downgraded to B3 on review for possible further
     downgrade, previously Baa2.

Issuer: Citigroup Mortgage Loan Trust 2007-WFHE1

  -- Cl. M-9, Downgraded to Ba2, previously Baa2,
  -- Cl. M-10, Downgraded to B1, previously Ba1,
  -- Cl. M-11, Downgraded to Caa3, previously Ba2.

Issuer: Citigroup Mortgage Loan Trust 2007-WFHE2

  -- Cl. M-8, Downgraded to Baa3, previously Baa1,
  -- Cl. M-9, Downgraded to Ba3, previously Baa2,
  -- Cl. M-10, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.

Issuer: Citigroup Mortgage Loan Trust 2007-WFHE3

  -- Cl. M-8, Downgraded to Baa1, previously A3,
  -- Cl. M-9, Downgraded to Baa3, previously Baa1,
  -- Cl. M-10, Downgraded to Ba3, previously Baa3,
  -- Cl. M-11, Downgraded to B3, previously Ba2.


CJ KELLEY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: CJ Kelley, LLC
             133 Defense Hwy, #103
             Annapolis, MD 21401

Bankruptcy Case No.: 07-80765

Chapter 11 Petition Date: December 7, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: M. Denise Dotson, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax : (404) 564-9301
                  http://www.joneswalden.com/

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
   ------                      ---------------       ------------
Richard Alembik, Esq.          legal fees               $55,000
315 West Ponce de Leon Ave
Ste 250
Decatur, GA 30030

Sawin and Baldwin Insurance    property insurance       $22,597
107 W Lufkin Ave # 318
Lufkin, TX 75904

Paragon Realty Services                                 $17,699
9920 Misty Cove Lane
Gainesville, GA 30506

Robet Philipson & Co.          accounting               $12,002

City of Atlanta                utilities                 $8,825

Infinite Energy                utilities                 $7,019

Villard Bastien, Esq.          legal fees                $4,400

Georgia Power                  utilities                 $4,000

Charles and Becky Ricketts     investor                  $3,025

Platinum Roofing                                         $1,625

Charles Hunter                 investor                      $0

Charles Zarganis               investor                      $0

Denise Stewart                                               $0

Dennis and Anne Small          investor                      $0

John and Tami Zarganis         investor                      $0

Kelly Miller Smith             investor                      $0

Robert and Denise Stewart      investor                      $0

Robert Stewart                                               $0

Tek Singal                     investor                      $0

Thomas and Sharon Stanton      investor                      $0


CLAYTON HOLDINGS: Poor Performance Cues Moody's to Cut Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded Clayton Holdings Inc.'s
senior secured bank credit facility and corporate family ratings
to B1 from Ba3.  The ratings remain under review for downgrade.
The downgrade reflected Clayton's deteriorating operating
performance as a result of stress in the mortgage market.  Moody's
said the review will focus on Clayton's ability to maintain
positive free cash flow for the foreseeable future, as well as
stabilize its cost structure and revenue streams

Clayton Holdings is a service provider to institutions active in
the non-conforming mortgage origination and servicing space.  The
downturn in the mortgage market has resulted in poor performance,
including net losses over the last three quarters and a
significant decline in EBITDA margin.  Moody's had expected that
Clayton's business model, given its focus on mortgage analytics,
would perform well in a mortgage downturn. However, the decline in
transaction volumes in the non-agency sector has dramatically
impacted the firm's profitability.

These ratings were downgraded:

Clayton Holdings, Inc. -- senior secured credit facility to B1
from Ba3, placed on review for possible downgrade; corporate
family rating to B1 from Ba3, placed on review for possible
downgrade

Clayton Holdings, Inc. is based in Shelton, Connecticut, USA,
provides outsource services, information-based analytics and
specialty consulting for buyers and sellers of, and investors in,
mortgage-related loans and securities and other debt instruments.


COILPLUS JACKSON: To Be Put Into Liquidation by Mitsubishi
----------------------------------------------------------
Mitsubishi Corporation will dissolve and liquidate its Coilplus
Jackson Inc. subsidiary located in Jackson, Mississippi, Reuters
says citing a report filed with the Tokyo Stock Exchange on
Dec. 7, 2007

According to the filing, Mitsubishi decided to dissolve and
liquidate its Coilplus unit in an effort to realign and
consolidate the steel processing business within the Coilplus
group.  Mitsubishi aims to optimize its steel-related logistics
and processing operations in the southern United States.

The liquidation is expected to be completed by June 30, 2008,
Reuters adds.

Reuters discloses that the liqudation of this unit will have a
neglible effect on its operating results.

                      About Coilplus Jackson

Based in Jackson, Mississippi, Coilplus Jackson, Inc., operates  a
steel sheet processing center.  Metal One Holdings America, Inc.,
holds 100% of the company's stock.  Metal One Holdings is an 80%
owned subsidiary of Metal One Corporation, which is 60% owned by
Mitsubishi Corporation and 12% owned by Mitsubishi International
Corporation.


COMPUSA: Acquired by Gordon Brothers; Winds Down Retail Operations
------------------------------------------------------------------
CompUSA has been acquired by Gordon Brothers Group LLC and Gordon
Brothers will initiate an orderly wind-down of CompUSA's retail
store operations.

The restructuring firm is engaged in discussions with various
parties regarding the sale of certain assets.  CompUSA's 103
retail stores will remain open and staffed during the holiday
season, and will offer consumers bargains on computer and
electronic products as part of store closing sales.  Terms of the
transaction were not disclosed.

Active discussions are under way to sell select stores in key
markets as well as the company's highly-regarded technical
services business, CompUSA TechPro, and its productive Internet
sales operation, CompUSA.com.  CompUSA TechPro and CompUSA.com
will be operated by the company as going concerns until any sale
transactions are closed.

CompUSA will be run by Bill Weinstein, a Principal at Gordon
Brothers Group, acting as Interim President, and by Stephen Gray,
Managing Partner at restructuring firm CRG Partners, who will
serve as Chief Restructuring Officer.  Current CEO Roman Ross will
continue to serve the company in an executive advisory capacity
during the transition period.

"An orderly and expedited wind-down and asset sale process is the
best option for CompUSA and its creditors at this juncture," said
Weinstein.  "We are focused on assuring that CompUSA's creditors,
landlords and other key constituents are treated properly during
this process.  We are working hard to achieve the maximum recovery
possible for the company's constituents while also minimizing
unnecessary expenses.  We will actively communicate with the
various parties and their advisors starting today, and in the days
and weeks ahead."

The firm assisted CompUSA with the prior sale of under-performing
stores.

"We worked long and hard with Gordon Brothers Group to achieve a
business solution that maximizes CompUSA's assets," said Roman
Ross.  "Gordon Brothers Group has a breadth of knowledge and
expertise in this area and we take great confidence in their
capabilities."

DJM Realty, a Gordon Brothers Group company that specializes in
real estate disposition and valuations, will assist in assessing
the leases for CompUSA's store locations.

Gordon Brothers, through its affiliate Specialty Equity, LLC, is
working with two experienced advisors who are representing
creditors -- Lawrence Gottlieb of Cooley Godward Kronish LLP for
unsecured creditors, and Jim Carr of Kelley Drye & Warren LLP for
landlords.

                   About Gordon Brothers Group

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com/-- is an advisory, restructuring
and investment firm specializing in the retail, consumer products,
real estate and industrial sectors.  The firm provides a wide
variety of services to companies at times of growth and
restructuring.  Gordon Brothers Group's capabilities include asset
valuations, dispositions and appraisals, real estate consulting
and acquisitions, retail store operations, lending, equity
investments, restructuring and advisory services.  The firm has
unparalleled expertise in assisting healthy and distressed
companies in maximizing the value of under-performing assets and
expanding operations through new products and distribution
channels.  Gordon Brothers Group's resources include over 200
professionals and 250 field experts, including former CEOs, CFOs,
merchants and executives in offices worldwide.

During the past three years, Gordon Brothers Group has appraised
over $100 billion of assets, managed more than 7,000 stores, sold
more than $10 billion of inventory and restructured or sold over
120 million square feet of retail space.  In addition, Gordon
Brothers Group currently owns over 1,600 stores through various
portfolio companies.

DJM Realty, Gordon Brothers Group's real estate division,
specializes in real estate dispositions, acquisitions, capital
solutions and valuations.  DJM Realty services the world's most
recognizable brands such as Big Lots, Borders, CVS, Pep Boys, Toys
R Us, West Marine and Yum Brands.

                          About CompUSA

Based in Dallas, Texas, CompUSA -- http://www.compusa.com/-- is
one of the nation's leading retailers and resellers of technology
products and services.  CompUSA helps customers utilize technology
through a unique blend of products and highly knowledgeable sales
staff as well as technology support and service.  Founded in 1984,
CompUSA currently operates 103 stores in major metropolitan
markets across the continental United States, Hawaii and
Puerto Rico.

CompUSA serves consumer retail, small-to-medium businesses,
corporate, government and education customers.  CompUSA's retail
Web site offers an assortment of more than 80,000 products and the
ability to schedule technology services and training sessions.
Businesses may order from a catalog containing more than 220,000
products as well as select from over 100,000 online products.


CROSS READY: Case Summary & 22 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Cross Ready Mix, Inc.
             505 Grand Boulevard
             P.O. Box 323
             Westbury, NY 11590

Bankruptcy Case No.: 07-75077

Type of Business: The Debtor manufactures and provides
                  cement, concrete and asphalt.

Chapter 11 Petition Date: December 7, 2007

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Richard. J McCord, Esq.
                  Certilman Balin Adler & Hyman
                  90 Merrick Avenue
                  East Meadow, NY 11554
                  Tel: (516) 296-7801
                  Fax: (516) 296-7111
                  http://www.certilmanbalin.com/

Total Assets: $5,420,462

Total Debts: $5,572,105

Debtor's 22 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Lehigh Cement Company          trade debt             $1,889,162
North Division
P.O. Box 8500 - S-3490
Philadelphia, PA 19178-3490

Tilcon New York, Inc.           trade debt              $948,921
162 Old Mill Road
West Nyack, NY 10994

Roanoke Sand & Gravel           trade debt              $462,282
104 Rocky Point Road
Middle Island, NY 11953

Oshkosh/McNeilus Financial      trade debt              $240,000
Services Partnership

Ruttuta & Sons Construction     trade debt              $132,013
Co. Inc.

Risolo Diesel Fuel Inc.         trade debt              $124,793

Gabrielli Truck Sales Ltd.      trade debt               $33,254

Seville Central Mix Corp.       trade debt               $32,600

P.E.M. Materials                trade debt               $24,169

BASF Construction Chemicals     trade debt               $23,222
LLC

Empire Sand & Stone Corp.       trade debt               $21,814

Upstate Aggregates LLC          trade debt               $18,504

International Union of                                   $10,676
Opr. Engineers

Barker Materials Ltd.           trade debt                $9,940

Northeast Solite Corp.          trade debt                $7,287

Laborers Union Local            trade debt                $3,922
1298 Benefits Funds

LaFarge North America           trade debt                $3,459

Essroc Cement Corp.             trade debt                $3,333

St. Lawrence Cement                                       $2,985

City Wide Paper &               trade debt                $1,901
Specialty Products Co.

H.O. Penn Machinery             trade debt                $1,249
Company Inc.

I & E Tire Corp.                trade debt                  $410

Viccaro Equipment Corp          trade debt                  $255


CYGNAL TECH: Canadian Court Extends Stay Period Until January 31
----------------------------------------------------------------
The Ontario Superior Court extended, until Jan. 31, 2008, the stay
of proceedings period against Cygnal Technologies Corporation and
its subsidiaries, Cygnal Technologies Ltd. and Accord
Communications Ltd., and their property under the Companies'
Creditors Arrangement Act.

The purpose of the stay of proceedings is to provide the
applicants with relief designed to stabilize their operations and
business relationships with their customers, suppliers, employees,
and creditors and to provide the applicants with an opportunity to
develop a plan of arrangement to propose to creditors for the
restructuring of, among other things, some or all of the
applicants' liabilities.

Based in Markham, Ontario, Cygnal Technologies Corporation
(TSX:CYN) -- http://www.cygnal.ca/-- provides network
communications solutions including the design, integration,
installation, maintenance and management of wired and wireless
solutions and networks.  The company offers a full range of
technologies and solutions for service providers and enterprise
customers.  Cygnal has expertise in voice, video and data
solutions over traditional and next generation converged
technologies.  Cygnal supports end-user customers and business
partners through 12 offices across Canada, including Vancouver,
Edmonton, Calgary, Winnipeg, London, Burlington, Toronto, Ottawa,
Montreal, Quebec City and Halifax.


DB KEY: Settlement Plan Sets Philrich as Stalking Horse Bidder
--------------------------------------------------------------
D.B. Key Largo LLC asked the U.S. Bankruptcy Court for the
Southern District of Florida for approval on its proposal to
resolve issues in connection with Philrich of Key Largo LLC's
motion to dismiss the Debtor's case over bad faith filing.

The terms of the settlement include:

   a. Philrich, as an oversecured creditor, is entitled to
      continuing interest at the default rate of 18%, plus
      attorney's fees and costs, but not late charges;

   b. the Philrich secured claim is a first priority lien on
      the Debtor's property;

   c. Philrich has offered, which the Debtor has accepted, an
      initial bid for the sale of the property, where Philrich
      will credit bid the Philrich Secured Claim plus pay an
      additional $100,000 in cash to the estate in exchange for
      receiving title to the property free of liens, except
      taxes due to Monroe County, Florida as of Feb. 1, 2008,
      amounting to $154,449;

   d. in the event that the Debtor cannot close on the sale of
      the property, or the case is dismissed for any reason,
      then the parties agreed that the automatic stay will be
      lifted for 18 months; and

   e. when the automatic stay is lifted, the Debtor, Berman
      Mortgage Corporation and M.A.M.C. Inc. will waive defenses
      to a filed foreclosure action and consent to a foreclosure
      judgment and sale date.

The Debtor asked the Court to set a hearing for considering
approval of the settlement, which the Court scheduled on
Dec. 19, 2007, at 2:30 p.m.

The Debtor also asked the Court to remove the continued hearing on
Philrich's case dismissal motion, which was set on Dec. 26, 2007,
to avoid having the parties incur the expense of preparing for the
evidentiary hearing that is rendered moot upon approval of the
settlement.

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

Fisher Auction Co. Inc. serves as auctioneer in the sale of the
property.

                 Liens on the Debtor's Property

The Debtor's real property securing a Philrich Mortgage Obligation
is located at Mile Market 104 in Key Largo, Florida and was
intended to be developed by the Debtor as a condominium-hotel.
The Debtor related that it has no ongoing business operations or
any means to fund a chapter 11 plan other than from the
liquidation of the property, its only significant asset.

The Debtor disclosed that on June 16, 2005, it executed a certain
promissory note and a mortgage securing payment of a note to TIB
Bank of they Keys in the original amount of $6,234,000.  The
mortgage was assigned to Philrich pursuant to an assignment of
mortgage and loan document dated June 22, 2007.

The Philrich Mortgage Obligation matured on April 1, 2007, and the
Debtor defaulted by failing to pay its obligation in full on the
maturity date.

The Debtor said it owes Philrich the sum of $5,870,974 on the
principal, with interest from April 1, 2007, to present at 18% per
annum or a per diem of $2,895.

As of Nov. 1, 2007, Philrich is owed $6,490,653, including accrued
interest and excluding attorney's fees.

Along with the Philrich mortgage obligation, the property is also
subject to a junior mortgage obligation serviced by BMC and MAMC
as attorney-in-fact.

The subordinated mortgage holds a secured claim of about
$7,350,000.

                       About D.B. Key Largo

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).
Lisa M. Schiller, Esq., and Mark S. Roher, Esq., at Rice, Pugatch,
Robinson & Schiller PA represent the Debtor in its restructuring
efforts.  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.


DEL LABORATORIES: Coty and Bella Merger Deal Cues Moody's Review
----------------------------------------------------------------
Moody's Investors Service placed all ratings of Del Laboratories,
Inc. under review for possible upgrade.  The review for upgrade
was prompted by the company's announcement that it had entered
into an merger agreement with Coty Inc. and Bella Acquisition,
Inc. to acquire DLI Holding Corp., the parent company of Del.
Coty, is a subsidiary of Joh. A. Benckiser GmBH, a family-
controlled German holding company.  The review for possible
upgrade is based on Moody's understanding that while publicly
financial statements are not available, Coty and its parent
company, Benckiser, are significantly larger scale consumer
products companies with likely better financial risk profiles as
compared with B3 rated, Del.  The transaction remains subject to
governmental and regulatory approvals as well as approval of the
shareholders of Del, and is expected to close by December 31,
2007.

It is Moody's understanding that if completed, the merger will
constitute a change of control and trigger repayment of its
obligations under Del's senior asset based credit facility and is
also considered a change of control under its floating rate note
and senior subordinated indentures.  Accordingly, the company has
announced its intention to redeem $185 million in aggregate
principal amount of the floating rate notes at 102% of the
principal amount plus accrued and unpaid interest to the
redemption date which is expected to be no later than February 5,
2008.  Under the merger agreement, Coty has the right to request
Del to take all reasonably necessary action to redeem the senior
sub notes on Feb. 1, 2008 with funds for the redemption being
provided by Coty.

Moody's review for possible upgrade will focus on the successful
execution of the merger including the redemption of the floating
rate notes and senior subordinated notes.  If substantially all of
the outstanding debt obligations are redeemed then Moody's is
likely to withdraw all of its ratings on Del according to its
Rating Withdrawal Policy.  However, should there be any
significant principal value of bonds outstanding after the company
completes its merger agreement; Moody's review will consider the
post-transaction risk profile and creditworthiness of the company
under the ownership of Coty.

These ratings of Del were put under review for possible upgrade:

  -- Corporate family rating , B3
  -- Probability of default rating , B3
  -- $185 million floating rate senior secured notes due 2011,
     B1 (LGD 2, 28%)
  -- $175 million 8% senior subordinated notes due 2012, Caa2
     (LGD 5, 81%)
  -- Speculative Grade Liquidity Rating of SGL-3

Del Laboratories, Inc., based in Uniondale, New York, is a
manufacturer and marketer of cosmetic and over-the-counter
pharmaceutical products.  Del's cosmetic products consist
primarily of nail color, nail treatment, bleaches and
depilatories, beauty implements and value cosmetics sold under the
Sally Hansen, La Cross, and N.Y.C. New York Color brand names.
Pharmaceutical products include oral analgesics, children's
toothpaste and sore throat relief and other specialty OTC products
and are sold under the Orajel, Dermarest and Gentle Naturals brand
names.  Del's reported revenues of approximately $450 million for
the twelve months ended September 30, 2007.


DELPHI CORP: Sr. Noteholders Balk at Revised Disclosure Statement
-----------------------------------------------------------------
Eight holders of Senior Notes in Delphi Corp. asks the United
States Bankruptcy Court for the Southern District of New York to
disapprove the revised Disclosure Statement explaining the
Debtors' Joint Chapter 11 Plan of Reorganization filed on Dec. 3,
2007.

As reported in the Troubled Company Reporter on Dec. 6, 2007, the
Debtors said it has reached agreements in principle with its
Official Committee of Unsecured Creditors, its Official Committee
of Equity Security Holders, General Motors Corp. and its Plan
Investors on amendments to its Joint Plan of Reorganization,
Global Settlement Agreement and Master Restructuring Agreement
between Delphi and GM, and the Investment Agreement with Delphi's
Plan Investors led by an affiliate of Appaloosa Management L.P.
Delphi filed potential amendments to all four documents on Monday
evening in the United States Bankruptcy Court for the Southern
District of New York as revisions to the company's Disclosure
Statement and appendices to the company's Disclosure Statement.

Holders of Delphi Corp. Senior Notes:

   -- Caspian Capital Advisors, LLC;
   -- Castlerigg Master Investments Ltd.;
   -- CR Intrinsic Investors, LLC;
   -- Davidson Kempner Capital Management LLC;
   -- Elliott Associates, L.P.;
   -- Everest Capital Limited;
   -- Nomura Corporate Research & Asset Management, Inc.;
   -- Northeast Investors Trust;
   -- Sailfish Capital Partners, LLC; and
   -- Whitebox Advisors, LLC,

maintain that the Disclosure Statement should not be approved
because the Joint Plan of Reorganization:

   * classifies dissimilar claims in the same class in violation
     of Section 1122(a) of the Bankruptcy Code;

   * provides different treatment to claims classified together
     within a single class in violation of Section 1123(a)(4);

   * does not enforce the subordination agreement between the
     Senior Notes and TOPrS Claims by lumping the claims in one
     class in violation of Section 510(a); and

   * is premised on a substantive consolidation of the Debtors,
     solely for voting and distribution purposes, that the
     Debtors are unable to justify.

"None of these issues have been addressed by the most recent
amendment to the Disclosure Statement filed by the Debtors on
Dec. 3, 2007," Allan S. Brilliant, Esq., at Goodwin Procter LLP,
in New York, contends.

Mr. Brilliant argues that although the Debtors have attempted to
provide a more fulsome disclosure regarding several aspects of
the Plan, the information in the current proposed Disclosure
Statement remains wholly inadequate to enable creditors to make
an informed judgment about the Plan as required by Section 1125.

The Senior Noteholders maintain that the Disclosure Statement
lacks adequate disclosure and information:

   -- on the implications of the value of the New Common Stock
      and the range of recoveries afforded to General Unsecured
      Creditors under the Plan;

   -- contained in the valuation analysis;

   -- on the economic interests and involvement of the Plan
      Investors and General Motors Corp. in "negotiating" the
      Plan;

   -- on the Plan's proposed treatment of intercreditor rights;

   -- on the potential impact to creditors of the Debtors'
      present lack of committed exit financing;

   -- regarding substantive consolidation;

   -- on the GM Claim;

   -- on releases under the Plan; and

   -- on the Multi-District Litigation Settlements between the
      Debtors and plaintiffs in the consolidated Securities
      Litigation.

                        About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that
Plan.  (Delphi Bankruptcy News, Issue No. 101; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELPHI CORP: Disclosure Statement is Inadequate, Wilmington Says
----------------------------------------------------------------
Wilmington Trust Company, the indenture trustee for $2 billion in
senior notes and debentures issued by Delphi Corp., asks the U.S.
Bankruptcy Court for the Southern District of New York to
disapprove the revised Disclosure Statement explaining the
Debtors' Joint Chapter 11 Plan of Reorganization filed on Dec. 3,
2007.unless it is supplemented with adequate information.

Wilmington Trust further asks the Court to direct the Debtors to
reclassify the Senior Debt and the TOPrS Claims in, and to vote
in, different classes.

Wilmington Trust contends that the Disclosure Statement, as
amended on Dec. 3, 2007, continues to lack "adequate information"
within the meaning of Section 1125(a) of the Bankruptcy Code
regarding issues that are critical to creditors' ability to make
an intelligent and informed evaluation of the Joint Plan of
Reorganization.

The Debtors' statement that "the Plan continues to provide for
full recoveries for unsecured creditors at Plan value" is
misleading, Edward M. Fox, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, in New York, asserts.  The concept of
"Plan value" is never clearly explained and could lead creditors
to believe that they are being paid in full when, based on
Rothschild's midpoint valuation, they will receive only an 89.2%
recovery, he argues.

In order to avoid any confusion on that issue and other issues,
Wilmington Trust proposes, inter alia, that the Debtors add after
the phrase "for unsecured creditors at Plan Value" this language:

   ", a negotiated enterprise value of $13.3 billion ("Plan
   Value") for the Debtors, which is $600 million higher than the
   $12.7 billion midpoint valuation (the Midpoint Valuation") of
   the Debtors' enterprise value as determined by the Debtors'
   financial advisors, and which may not be equivalent to the
   Debtors' actual enterprise value.  At the Midpoint Valuation,
   unsecured creditors will receive a recovery equal to 89.2% of
   their allowed claims.  The Plan also provides . . . ."

                        About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that
Plan.  (Delphi Bankruptcy News, Issue No. 101; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELPHI CORP: Revised Plan Disregards ERISA Plaintiffs' Concerns
---------------------------------------------------------------
The lead plaintiffs in the consolidated securities class action
entitled In re Delphi Corp. Securities Litigation, Master Case
No. 05-md-1725 (GER) (E.D.Mich.) pending before the U.S. District
Court for the Eastern District of Michigan, inform the Bankruptcy
Court that the Dec. 3, 2007 versions of the Debtors' Disclosure
Statement and Joint Plan of Reorganization still do not address
all of their concerns.

The lead plaintiffs, as well as the Employee Retirement Income
Security Act plaintiffs in the Securities Litigation, had agreed
to reduce the allowed amount of the Section 510(b) Note Claims and
the Section 510(b) Equity Claims under the Plan from $204 million
to $179 million in exchange for the Debtors' cooperation in the
monetization of the Allowed Amount.  The lead plaintiffs are the
holders of Section 510(b) Note Claims while the ERISA plaintiffs
are the holders of the Section 510(b) Equity Claims.

The Lead Plaintiffs agreed that the claim reduction will be
deemed a non-material modification to their Multi-District
Litigation Settlement with the Debtors.  The Debtors disclosed the
Claim Reduction in their Dec. 3 Disclosure Statement.  On Dec. 4,
2007, the District Court tentatively approved the modification of
the parties' MDL Settlement subject to certain notice requirements
intended to allow class members the opportunity to review and take
a position on the proposed modification, Michael S. Etkin, Esq.,
at Lowenstein Sandler PC, in New York, informs the Bankruptcy
Court.

Nonetheless, the lead plaintiffs and the Debtors have yet to
reach agreement on certain of the Lead Plaintiffs' proposed
revisions to the Disclosure Statement and Plan involving third-
party releases and conditions to the Plan's effectiveness,
Mr. Etkin relates.  The lead plaintiffs, he says, have provided
the Debtors with suggested language that will resolve their
dispute and discussions between the parties are continuing.

The lead plaintiffs consist of Teachers' Retirement System of
Oklahoma, Public Employees' Retirement System Of Mississippi,
Raiffeisen Kapitalanlage-Gesellschaft m.b.H., and Stichting
Pensioenfonds ABP.

                      About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that
Plan.  (Delphi Bankruptcy News, Issue No. 101; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


EL PASO: Board OKs 25% Shareholders to Call Special Meetings
------------------------------------------------------------
The board of directors of El Paso Corporation has voted to amend
the company's by-laws to modify the provisions regarding the
calling of special meetings.  The amendment permits stockholders
who own at least 25% of El Paso's outstanding common stock to call
a special meeting of stockholders.

Previously, a special meeting of stockholders could be called only
by a majority of the board of directors, the chairman of the
board, the chief executive officer, or the president.

A copy of the amended by-laws and corporate governance guidelines
is available in El Paso's Web site.

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

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

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

                          *     *     *

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


ENERSYS INC: To Sell 5,000,000 Common Shares to Jefferies
---------------------------------------------------------
EnerSys Inc. and certain of its stockholders, including
affiliates of Metalmark Capital LLC and certain other
institutional stockholders, have agreed to sell 5,000,000 shares
of its common stock to Jefferies & Company, Inc.  All net
proceeds from the sale of the common stock will be received by
the selling stockholders.  EnerSys will not receive any of the
proceeds.

The shares are being sold by the selling stockholders pursuant
to an effective shelf registration statement.

The copy of the prospectus relating to these securities may be
obtained, when available, from:

         Jefferies & Co., Inc.
         Capital Markets
         520 Madison Avenue
         New York, NY 10022
         Telephone (888) 449-2342

For more information, please contact:

         Richard Zuidema
         Executive Vice President
         EnerSys
         P.O. Box 14145
         Reading, PA 19612-4145
         Telephone (800) 538-3627

Headquartered in Reading, Pennsylvania, EnerSys Inc. (NYSE: ENS)
-- http://www.enersys.com/-- manufactures industrial battery
through 21 manufacturing and assembly facilities worldwide.  The
company provides expertise in designing, building, installing and
maintaining a comprehensive stored energy solution for industrial
applications throughout the world.  The company's products and
services are focused on two primary markets: Motive Power (North &
South America) or (Europe) and Reserve Power (Worldwide),
(Aerospace & Defense) or (Speciality Batteries).  The company's
facilities are located at China, France, Mexico, Germany, and the
United Kingdom, among others.

                          *     *     *

Standard & Poor's Ratings Services revised its outlook on EnerSys
Inc. to stable from negative in May 2007.  At the same time,
Standard & Poor's affirmed all its ratings on the company,
including its 'BB' corporate credit rating.


ENTERCOM COMMS: Rising Debt Leverage Cues S&P to Revise Outlook
---------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Bala
Cynwyd, Pennsylvania - based radio broadcaster Entercom
Communications Corp. to negative from stable.

"The outlook revision reflects the company's rising pro forma debt
leverage, partially attributable to continued EBITDA declines over
the course of 2007; narrow pro forma margin of covenant
compliance; and weakened discretionary cash flow," explained
Standard & Poor's credit analyst Michael Altberg.

The rating on Entercom reflects financial risk from debt-financed
radio station acquisitions, the potential for additional
acquisitions that could weigh on credit measures, narrow margin of
covenant compliance, a competitive operating environment, and the
potential for advertising volatility.  The company's good
competitive positions in large radio markets, radio broadcasting's
decent margin and discretionary cash flow potential, and largely
resilient station asset values only partially offset the factors.


ENVIROKARE TECH: Sept. 30 Balance Sheet Upside-Down by $1.8 Mil.
----------------------------------------------------------------
Envirokare Tech Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $14.7 million in total assets, $13.1 million in total
liabilities, and $3.4 million in minority interest in subsidiary,
resulting in a $1.8 million total stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $3.5 million in total current
assets available to pay $5.6 million in total current liabilities.

The company reported a net loss of $1.31 million on revenues of
$255,880 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $1.27 million on revenues of $135,184 in the same
period last year.

The net loss for the third quarter of 2007 was largely due to LRM
Industries LLC's inability to operate at normal capacity as a
result of the relocation of its operating facilities.  LRM
commenced full-time production activities during the three months
ended Sept. 30,  2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2631

                       Going Concern Doubt

Williams & Webster P.S., in Spokane, Wash., expressed substantial
doubt about Envirokare Tech Inc.'s ability to continue as a going
concern after completing its audit of the company's consolidated
financial statements for the years ended Dec. 31, 2006, and 2005.
The auditing firm pointed to the company's significant operating
losses.

                      About Envirokare Tech

Based in New York, Envirokare Tech Inc. (OTC BB: ENVK) --
http://www.envirokare.com/-- through its joint venture, LRM, is
developing state-of-the-art TPF ThermoPlastic Flowforming(TM)
technology to manufacture and market large molded products from
reinforced and non-reinforced thermoplastic polymers.


FAYETTE MRI: To Pay GECC Debt Through December 18 Asset Sale
------------------------------------------------------------
General Electric Capital Corporation will attend a public auction
and may make offers for the asset of Fayette MRI LLC, on account
of unpaid debt owed to GECC, secured creditor.

The asset offered for sale consist of rights, title and interest
of the Debtor on its Gold Seal GE Signa 1.5T 5X MR System with
AGFA 3000 Drystar Laser Camera.

The auction will be held at 9:00 a.m. on Dec. 18, 2007, at:

            Katten Muchin Rosenman LLP
            525 West Monroe Street, 19th Floor
            Chicago, IL 60661

On the sale date, the assets may be offered for sale, with
reserve, and sold to the highest bidder at the conclusion of the
sales, as determined by GECC in its sole and absolute discretion,
on an "as is, where is" basis, without recourse or warranties.

Additional terms and conditions applicable to the sale may be
obtained from GECC's counsel, Peter J. Young, Esq., through (312)
902-5208.


GE COMMERCIAL: S&P Holds Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on nine
classes of commercial mortgage pass-through certificates from GE
Commercial Mortgage Corp.'s series 2004-C1.  Concurrently,
S&P affirmed its ratings on 16 classes from the same transaction.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.
The upgrades of several senior classes reflect the defeasance of
15% of the collateral pool.  The raised ratings on the "PRS" raked
certificates reflect the strong performance of the Paradise Point
Resort and Spa loan.

As of the Nov. 13, 2007, remittance report, the collateral pool
consisted of 128 loans with an aggregate trust balance of
$1.2 billion, down from 134 loans with a $1.27 billion balance at
issuance.  The master servicer, Bank of America, reported year-end
2006 financial information for 95% of the pool's
nondefeased loans.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.93x, up
from 1.60x at issuance.  All of the loans in the pool are current.
There are two loans with the special servicer, CWCapital Asset
Management LLC, totaling $4.8 million, which are discussed below.
To date, the trust has experienced four losses totaling $1.9
million.

The top 10 loans secured by real estate have an aggregate
outstanding balance of $372.9 million (33%) and a weighted average
DSC of 2.26x, up from 1.86x at issuance.  Despite the overall DSC
increase, two of the top 10 loans have experienced decreases in
DSC of 20% or more.  These include the fifth- and 10th-largest
loans, the latter of which appears on the watchlist and is
discussed below.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans.  Two of the properties were characterized as
"excellent," while the remaining collateral was characterized as
"good."

Credit characteristics for four loans continue to be consistent
with those of investment-grade obligations.  Three are included in
the top 10; the details of these loans are:

     -- The AFR/Bank of America portfolio is encumbered by
        mortgage debt of $372.5 million.  The debt consists of
        a $287.8 million A note, which is split into six pari-
        passu pieces.  One of the pari-passu pieces ($51.3
        million, 4%) is the largest loan in the trust.  The
        debt also includes an $84.7 million B note held in GMAC
        2003-C3.  To date, the collateral for $71 million of
        mortgage debt has been defeased.  The remaining
        collateral includes 121 office properties and retail
        bank branches totaling 6 million sq. ft. in various
        locations throughout the U.S.  While the AFR/Bank of
        America portfolio's revenue has remained stable,
        operating expenses have exceeded Standard & Poor's
        expectations at issuance.  Standard & Poor's lower net
        cash flow as compared with issuance has been mitigated,
        in part, by the defeasance noted above as well as
        scheduled amortization of the loan.  DSC and occupancy
        were reported at 2.02x and 91%, respectively, as of
        March 2007.
     -- Metropolitan I and II, the third-largest exposure in
        the pool ($46.5 million, 4%), consists of two cross-
        collateralized and cross-defaulted loans secured by
        multifamily properties in Atlanta, Georgia.
        Metropolitan I consists of 434 units, while
        Metropolitan II comprises 274 units.  Occupancy was 91%
        as of March 31, 2007, up from 84% at issuance, while
        reported DSC was 2.46x as of year-end 2006, compared
        with 2.53x at issuance.  Standard & Poor's adjusted NCF
        is up from its level at issuance.
     -- Paradise Point Resort and Spa has a whole-loan balance
        of $65 million.  The whole loan consists of a $47
        million senior participation, which is included in the
        pool as the fourth-largest asset, and an $18 million
        junior participation, which supports the six, non-
        pooled "PRS" raked certificates.  The cash flow for the
        raked classes is derived solely from junior
        participation's interest in the property.  A leasehold
        interest on a 462-room full service, class A resort in
        San Diego, California, secures the whole loan.  Based
        on an average 2006 occupancy of 80%, the average daily
        rate and revenue per available room increased over the
        respective issuance levels of $196.44 and $143.82.
        Reported year-end 2006 DSC was 5.47x and occupancy was
        80% as of June 30, 2007.  Standard & Poor's adjusted
        NCF is 20% higher than its level at issuance.

The Shoppes at Grand Prairie ($40.5 million, 3%) is the fifth-
largest loan in the pool.  It reported a DSC of 0.97x as of year-
end 2006, which is down 23% from its level at issuance.  The loan
is secured by a 488,349-sq.-ft. anchor retail center that opened
in 2003 in Peoria, Illinois.  As of June 30, 2007,
occupancy was 97%.  The decline is DSC is primarily due to
increased operating expenses.  The loan no longer appears on the
master servicer's watchlist because the DSC improved to 1.11x as
of June 30, 2007.

Bank of America reported a watchlist of 17 loans with an aggregate
outstanding balance of $157.4 million (13%).  Greens at Shawnee is
the largest loan on the watchlist and the 10th-largest loan in the
pool with a principal balance of $21.0 million (2%).  The loan is
secured by a 402-unit multifamily property, built in 2002 in
Shawnee, Kansas, approximately 13 miles south of Kansas City.  The
loan is on the watchlist due to a low DSC. Occupancy and DSC as of
year-end 2006 were 97% and 1.03x, respectively.

There are two loans with the special servicer.  Ives Dairy Self
Storage ($2.9 million) was transferred to the special servicer in
September 2007 due to payment default.  The loan was corrected and
transferred back to the master servicer on Nov. 15, 2007.
Colleyville Plaza Shopping Center ($1.9 million) was transferred
to the special servicer on Oct. 29, 2007, due to imminent default.
The loan is secured by a 20,657-sq.-ft. retail center, built in
1980 in Colleyville, Texas.  The borrower has requested payment
relief due to vacancy issues.  CWCapital ordered an appraisal and
is reviewing the proposal as well as the financial statements
received from the borrower.  Year-end 2006 DSC was 0.67x.

Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the raised and affirmed ratings.


                         Ratings Raised

                  GE Commercial Mortgage Corp.
  Commercial mortgage pass-through certificates series 2004-C1

                    Rating
                    ------
        Class     To      From        Credit enhancement
        -----     --      ----        ------------------
        B         AA+     AA                14.41%
        C         AA      AA-               13.06%
        D         A+      A                 10.49%

                  Paradise Point Resort and Spa
                       Raked certificates

                                   Rating
                                   ------
                       Class     To      From
                       -----     --      ----
                       PRS-1     AAA     AA-
                       PRS-2     AA+     A
                       PRS-3     AA      A-
                       PRS-4     AA-     BBB
                       PRS-5     A+      BBB-
                       PRS-6     A       BBB-

                       Ratings Affirmed

                 GE Commercial Mortgage Corp.
  Commercial mortgage pass-through certificates series 2004-C1

          Class     Rating          Credit enhancement
          -----     ------           ----------------
          A-1       AAA                   17.64%
          A-2       AAA                   17.64%
          A-3       AAA                   17.64%
          A1-A      AAA                   17.64%
          E         A-                     9.28%
          F         BBB+                   7.53%
          G         BBB                    6.45%
          H         BBB-                   4.96%
          J         BB+                    4.15%
          K         BB                     3.34%
          L         BB-                    2.80%
          M         B+                     2.13%
          N         B                      1.72%
          O         B-                     1.45%
          X-1       AAA                     N/A
          X-2       AAA                     N/A


                     N/A -- Not applicable.


GENERAL MOTORS: Canadian Arm to Idle Oshawa Truck Plant in January
------------------------------------------------------------------
General Motors of Canada Ltd. disclosed plans of temporarily
shuttering its truck assembly plant in Oshawa, Ontario, for two
weeks in January 2008, cutting roughly 8,800 truck output, various
sources report.

The move is a result of the slow sales of Chevrolet Silverados and
GMC Sierras in the United States.

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

                  About General Motors of Canada

Headquartered in Oshawa Ontario, General Motors of Canada Ltd.
manufactures vehicles, vehicle powertrains, and markets the full
range of General Motors vehicles and related services through 743
dealerships and retailers across Canada.  Vehicles sold through
this network include Chevrolet, Buick, Pontiac, GMC, Saturn,
Hummer, Saab and Cadillac.  GM of Canada employs more than 19,000
people nationwide.

                              About GM

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

                         *     *     *

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

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


GENERAL MOTORS: November 2007 Sales in Canada Down 10.2%
--------------------------------------------------------
For November 2007, General Motors of Canada Ltd. dealers delivered
a total of 28,071 vehicles, down 10.2% from the same month last
year.

"November was a soft month overall for industry retail sales,"
Marc Comeau, GM of Canada's vice-president of sales, service, and
marketing, said.  "At GM we continue to see strength from our
recently launched products like the Saturn Outlook, GMC Acadia and
Buick Enclave crossover utilities and the Cadillac CTS.  The new
Chevrolet Malibu and Malibu Hybrid are creating a lot of buzz with
impressive product reviews and strong customer acceptance.

"We have seen some early success from our year-end Wish & Win
promotion, showing customers that the best value on the industry's
best vehicles can be found at their local GM Canada dealership."

                          Sales Highlights

Mid Utilities were up a combined 67.4% driven by the continued
strength of the all-new family of crossovers including the Saturn
Outlook, GMC Acadia and Buick Enclave.

GMs smaller, fuel efficient cars continue to perform well with the
Chevrolet Aveo and Pontiac Wave up a combined 16.8% and the
Pontiac Vibe posting gains of 31.3%.

Chevrolet Silverado and Sierra Extended Cab pick ups were up a
combined 4.9%.

Cadillac sales were up 2.9% overall, led by a 38.1% increase for
the award winning Cadillac CTS.

                   About General Motors of Canada

Headquartered in Oshawa Ontario, General Motors of Canada Ltd.
manufactures vehicles, vehicle powertrains, and markets the full
range of General Motors vehicles and related services through 743
dealerships and retailers across Canada.  Vehicles sold through
this network include Chevrolet, Buick, Pontiac, GMC, Saturn,
Hummer, Saab and Cadillac.  GM of Canada employs more than 19,000
people nationwide.

                             About GM

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

                         *     *     *

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

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


GENESCO INC: Faces Class Action Suit in Tennessee Dist. Court
-------------------------------------------------------------
Dreier LLP has commenced a class action lawsuit in the United
States District Court for the Middle District of Tennessee on
behalf of purchasers of Genesco Inc. common stock during the
period from April 20, 2007, through Nov. 26, 2007, inclusive. The
complaint alleges violations of the federal securities laws,
including Sections 10(b) of the Securities Exchange Act of 1934.

The complaint alleges that as a result of defendants'
representations concerning Genesco's purported success, the
company was seen as an attractive acquisition target for Foot
Locker Inc., which ultimately made an offer.  Subsequently, Finish
Line and Headwind Inc., a wholly owned subsidiary of Finish Line,
made an increased offer to purchase the Genesco.

Shortly thereafter, Finish Line and Genesco entered into a merger
agreement.  However, when the truth about Genesco's results began
to be revealed to the market, Finish Line indicated that it would
no longer pursue the merger.  Then, on Nov. 26, 2007, Genesco
received a subpoena from the Office of the U.S. Attorney for the
Southern District of New York, which sought documents related to
its merger agreement and in connection with alleged violations of
federal fraud statutes.

Upon revelation of this news, Genesco common stock declined almost
16% on heavy volume, from its closing price of $30.17 on November
26 to $25.44 on November 27.

Persons who have acquired Genesco common stock and want to discuss
legal rights, may contact:

     Dreier LLP
     Attn: Daniel B. Scotti
     Email classlaw@dreierllp.com
     Tel 800-952-8897

                        About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection.  The company also sells footwear at wholesale under
its Johnston & Murphy brand and under the licensed Dockers.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Moody's Investors Service downgraded Genesco Inc.'s corporate
family and probability of default ratings to B1 from Ba3 and
maintained the review for possible downgrade.  In addition,
Moody's downgraded the company's convertible senior subordinated
debentures to B2 from B1.


GOODYEAR TIRE: Forms New Strategic Business Unit
------------------------------------------------
The Goodyear Tire & Rubber Company has disclosed the formation of
a new strategic business unit, combining the former regions of
European Union and Eastern Europe, Middle East and Africa.

The new region of Europe, Middle East and Africa will be
Goodyear's largest in terms of geography and second largest, after
North America, in terms of annual sales revenue.  Annual combined
sales revenue for the two regions in 2006 was $6.5 billion.  The
change becomes effective Feb. 1, 2008.

"While the two former regions are different in terms of approach
to the market there are also many similarities which are
increasing, especially with the introduction of the new EU member
states," Goodyear Chairman and Chief Executive Officer Robert J.
Keegan, said.  "This new organization is structured to accelerate
growth and maximize earnings through simplicity, speed and an
intense focus on our customers and markets."

Mr. Keegan disclosed the appointment of Arthur de Bok, formerly
president, EU, as the president of the new SBU.  Mr. De Bok will
report to Mr. Keegan.  In addition he reported the appointment of
Michel Rzonzef, formerly vice president sales and marketing,
EEMEA, as president of the EEMEA countries.  Mr. Rzonzef will
report to Mr. de Bok.

Mr. Keegan also announced the retirement, for family reasons, of
Jarro Kaplan, president, EEMEA, after a career spanning more than
38 years.  He praised the contribution of Mr. Kaplan who had
joined the region in 2001 and had steered the business unit to
outstanding increases in turnover and profit.  "Jarro has been one
of the most successful business leaders in our company's history,"
Mr. Keegan said.  "We will miss his contributions and wish him all
the best in the next era of his life."

Mr. De Bok was appointed to his position in September 2005, having
joined the company after a 13 year career with Procter & Gamble.
Mr. De Bok has Bachelor's and Master's degrees in law from Erasmus
University in the Netherlands.  "Since becoming president of the
EU organization, Arthur has led a successful market driven
approach to our businesses and has simplified the organization,"
Mr. Keegan said.  "His proven leadership capabilities will be
invaluable as he leads this newly integrated business into the
future."

Mr. Rzonzef was appointed to his current position in December
2002.  He received a degree in electro-mechanical engineering from
Liege University in Belgium in 1987 and joined Goodyear Luxembourg
shortly afterwards.  After positions in the Goodyear Technical
Center he held various roles in sales and marketing before
becoming general manager in central Europe in 2001.

"Michel has been one of the driving forces behind the success of
the EEMEA region and has been responsible for the tremendous
growth of the business," Mr. De Bok said.  "His knowledge, people
skills and experience will be invaluable as we integrate our
businesses focusing intensely on our customers and our markets."

"I have seen both Arthur and Michel develop rapidly over these
past few years into outstanding businessmen and leaders," Mr.
Keegan said.  "I am confident the new opportunities for both will
continue their personal and professional development ."

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

                          *     *     *

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


GWENDOLYN CHAMBLISS: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Gwendolyn Chambliss
        aka Gwendolyn Simmons
        Levester S. Chambliss
        aka Sam Chambliss
        17323-36th Lane South
        Seattle, WA 98188

Bankruptcy Case No.: 07-15901

Type of Business: The Debtor owns and manages beauty school G.P.
                  Institutes of Cosmetology.  See
                  http://gpiofcosmetology.com/

Chapter 11 Petition Date: December 7, 2007

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Jeffrey B. Wells, Esq.
                  500 Union Street, Suite 927
                  Seattle, WA 98101-2332
                  Tel: (206) 624-0088

Total Assets: $4,006,000

Total Debts:  $3,089,105

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Trinidad Holdings              loan; value of        $300,000
                               collateral:
                               $2,000,000

Olympic Coast Investment       loan                  $2,160,000
801 Second Ave, Suite 315      value of collateral:
Seattle, WA 98104              $2,000,000; value
                               of security:
                               $2,000

Community Capital Development  loan                  $50,000
P.O. Box 22283
Seattle, WA 98122

B.M.W. Financial Services      lease; value of       $36,123
                               collateral:
                               $36,000; value
                               of security:
                               $36,000

Mercedes Benz Financial        lease                 $16,000

Bank Of America                credit card           $10,302

Citi Bank                      credit card           $10,000

Chase                          credit card           $9,182

Charter Adjustments Corp.      services              $6,431

Titan Outdoors                 credit account        $6,000

N.A.C.M.                       credit card           $3,520

Washington Mutual Bank         credit card           $1,500

Home Depot                     credit card           $500


HELIX ENERGY: S&P Rates $500MM Proposed Fixed-Rate Notes at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing ratings,
including the 'BB-' corporate credit rating, on offshore energy
services company Helix Energy Solutions Group. Inc. and assigned
its 'B+' senior unsecured rating to $500 million in proposed
fixed-rate notes due 2015 and floating-rate notes due 2014.
Proceeds from the offering will be used to repay amounts currently
drawn on Helix's revolving credit facility and to retire a portion
of its $835 million term loan B.  The outlook is stable.

Pro forma for the new notes offering and for majority-owned
subsidiary Cal Dive International Inc. financing its pending
acquisition of Horizon Offshore Inc., Houston, Texas-based Helix
will have about $1.9 billion in consolidated debt.

"The ratings on Helix reflect potential challenges in realizing
expected synergies between its oilfield services and exploration
and production businesses over the longer term, short-lived oil
and gas reserves on a proved developed producing basis that are
focused primarily in the U.S. Gulf of Mexico, continued high
levels of growth capital spending, and an aggressive financial
risk profile," said Standard & Poor's credit analyst Jeffrey B.
Morrison.

Weaknesses are partially mitigated by the company's solid market
position in its offshore contracting services businesses, its
technically sophisticated fleet of marine contracting vessels,
favorable near-term industry fundamentals, and consolidated credit
measures that remain in line with expectations for the current
ratings.

Helix is an international offshore energy company that provides
marine contract services to the open market and to its own oil and
gas E&P operations.


HEREFORD & HOPS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Lead Debtor: Hereford & Hops of Cranberry T.W.P., L.L.C.
             dba Hereford & Hops Steakhouse & Brewpub
             1740 Route 228
             Cranberry Township, PA 16066

Bankruptcy Case No.: 07-27763

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Brewmasters of Cranberry T.W.P., L.L.C. 07-27764

Type of Business: The Debtors owned and manages restaurants and
                  breweries.  See http://herefordandhops.com/

Chapter 11 Petition Date: December 9, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Brian C. Thompson, Esq.
                  Thompson & Yates, P.C.
                  Duff Office Center
                  10 Duff Road, Suite 205
                  Pittsburgh, PA 15235
                  Tel: (412) 242-1806
                  Fax: (412) 242-1808

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
Hereford & Hops of Cranberry $1 Million to         $1 Million to
T.W.P., L.L.C.               $10 Million           $10 Million

Brewmasters of Cranberry     $1 Million to         $1 Million to
T.W.P., L.L.C.               $10 Million           $10 Million

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


HIGHRIDGE ABS: S&P Puts 'BB' Rating Under Negative Watch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-1AT, A-2, A-3, B, C, D, and E notes issued by Highridge ABS CDO
I Ltd. and on the class A-2, B-1, and B-2 notes issued by Montrose
Harbor CDO I Ltd. on CreditWatch with negative implications.

Standard & Poor's notes that Highridge ABS CDO I Ltd. triggered an
event of default on Nov. 23, 2007, under section 5.1(i) of the
indenture dated Jan. 25, 2007, when the class A sequential pay
ratio fell below 100%. On Nov. 29, 2007, Montrose Harbor CDO I
Ltd. triggered an EOD under section 5.1(i) of the indenture dated
July 31, 2006, when the net outstanding portfolio collateral
balance failed to equal or be greater than 103% of the sum of the
aggregate outstanding amount of the class A-1 and A-2 notes.

When Standard & Poor's receives EOD notices, S&P place all
affected note ratings on CreditWatch with negative implications.

            Ratings Placed on Creditwatch Negative

                                               Rating
                                               ------
Transaction                 Class       To               From
-----------                 -----       --               ----
Highridge ABS CDO I Ltd.    A-1AT       AAA/Watch Neg    AAA
Highridge ABS CDO I Ltd.    A-2         AAA/Watch Neg    AAA
Highridge ABS CDO I Ltd.    A-3         AAA/Watch Neg    AAA
Highridge ABS CDO I Ltd.    B           AA/Watch Neg     AA
Highridge ABS CDO I Ltd.    C           AA-/Watch Neg    AA-
Highridge ABS CDO I Ltd.    D           A/Watch Neg      A
Highridge ABS CDO I Ltd.    E           BBB/Watch Neg    BBB
Montrose Harbor CDO I Ltd.  A-2         AAA/Watch Neg    AAA
Montrose Harbor CDO I Ltd.  B-1         AA/Watch Neg     AA
Montrose Harbor CDO I Ltd.  B-2         AA-/Watch Neg    AA-

                   Other Outstanding Ratings

         Transaction                 Class       Rating
         -----------                 -----       ------
         Highridge ABS CDO I Ltd.    A-1AD       AAA
         Montrose Harbor CDO I Ltd.  A-1         AAA
         Montrose Harbor CDO I Ltd.  C           A-/Watch Neg
         Montrose Harbor CDO I Ltd.  D           BB/Watch Neg


HJ HEINZ: Moody's Revises Outlook to Stable from Negative
---------------------------------------------------------
Moody's Investors Service revised the rating outlook for H.J.
Heinz Company to stable from negative and affirmed the company's
Baa2 senior unsecured long-term debt rating and its Prime-2 short-
term debt rating.

The change in outlook to stable reflects improved operating
performance over the past 18 months, which reflects the benefits
from stronger product innovation, cost reduction efforts, net
pricing realization and geographic diversity.

"While the company faces challenges in the coming year from high
commodity prices and a likely slowdown in the foodservice channel,
the success Heinz has achieved globally in retail product
innovation, increased pricing, and more efficient promotional
spending sets the stage for improved earnings strength over time,"
said Moody's Vice President and Senior Analyst, Brian Weddington.

Moody's notes that Heinz will need to improve its credit metrics
and maintain a more moderate financial policy before the ratings
are upgraded.

"Debt financed share repurchases and a high dividend payout rate
have limited improvement in debt protection measures.  However,
there have not been any major product portfolio shifts over the
past year, which we believe has contributed to better
performance," added Weddington.

Heinz' Baa2 rating reflects the global strength of the Heinz
brand, good product and geographic diversity, strong cash flow
generation and ample liquidity.  These strengths are balanced
against weak credit metrics for the Baa2 rating category and a
financial policy that has favored shareholder distributions.

Ratings affirmed are:

H.J. Heinz Company
  -- Senior unsecured debt at Baa2

H.J. Heinz Finance Company
  -- Senior unsecured debt at Baa2 under full guarantee of H.J.
     Heinz Company
  -- Preferred stock at Ba1

H.J. Heinz Finance UK PLC
  -- Senior unsecured debt at Baa2 under full guarantee of H.J.
     Heinz Company

H.J. Heinz Company
  -- Short term debt at Prime-2

H.J. Heinz Finance Company
  -- Short term debt at Prime-2 under full guarantee of H.J.
     Heinz Company

H.J. Heinz B.V.
  -- Short term debt at Prime-2 under full guarantee of H.J.
     Heinz Company

H.J. Heinz Finance UK PLC
  -- Short term debt at Prime-2 under full guarantee of H.J.
     Heinz Company

H.J. Heinz Company of Canada Limited
  -- Short term debt at Prime-2 under full guarantee of H.J.
     Heinz Company

Founded in 1869, H. J. Heinz Company is a leading marketer and
producer of branded foods in ketchup, condiments, sauces, meals,
soups, seafood, snacks and infant foods.  Key brands include
Heinz(R) Ketchup, sauces, soups, beans, pasta and infant foods,
Ore-Ida(R) French Fries and roasted potatoes, Boston Market(R) and
Smart Ones(R) meals and Plasmon(R) baby food. Heinz's 50 companies
have number-one or number-two brands in 200 countries.  H.J. Heinz
Company is located in Pittsburgh, Pennsylvania.


HSI ASSET: Moody's Lowers Ratings on 29 Tranches
------------------------------------------------
Moody's Investors Service has downgraded the ratings of 29
tranches and placed on review for possible downgrade the ratings
of 4 tranches from 5 transactions issued by HSI Asset Securities
Corporation in 2007.  Additionally, 2 downgraded tranches remain
on review for possible further downgrade.  The collateral backing
these classes consists of primarily first lien, fixed and
adjustable-rate, subprime mortgage loans.

In its analysis, Moody's has 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: HSI Asset Securitization Corporation Trust 2007-HE1

  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A3, previously A1,
  -- Cl. M-5, Downgraded to Baa3, previously A2,
  -- Cl. M-6, Downgraded to Ba2, previously A3,
  -- Cl. M-7, Downgraded to B2, previously A3,
  -- Cl. M-8, Downgraded to Caa1, previously Baa1,
  -- Cl. M-9, Downgraded to Ca, previously Baa2,
  -- Cl. M-10, Downgraded to C, previously Ba1.

Issuer: HSI Asset Securitization Corporation Trust 2007-HE2

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa2, previously A3,
  -- Cl. M-7, Downgraded to Ba2, previously Baa1,
  -- Cl. M-8, Downgraded to B2, previously Baa2,
  -- Cl. M-9, Downgraded to Caa2, previously Baa3,
  -- Cl. M-10, Downgraded to C, previously Ba1.

Issuer: HSI Asset Securitization Corporation Trust 2007-NC1

  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A2, previously A1,
  -- Cl. M-5, Downgraded to Baa1, previously A2,
  -- Cl. M-6, Downgraded to Ba1, previously A3,
  -- Cl. M-7, Downgraded to B1, previously Baa1,
  -- Cl. M-8, Downgraded to B3 on review for possible further
     downgrade, previously Baa2,
  -- Cl. M-9, Downgraded to Caa2, previously Baa3,
  -- Cl. M-10, Downgraded to C, previously Ba1.

Issuer: HSI Asset Securitization Corporation Trust 2007-OPT1

  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A2, previously A1,
  -- Cl. M-5, Downgraded to Baa1, previously A2,
  -- Cl. M-6, Downgraded to Ba1, previously A3,
  -- Cl. M-7, Downgraded to B1, previously Baa1,
  -- Cl. M-8, Downgraded to B3 on review for possible further
     downgrade, previously Baa2,
  -- Cl. M-9, Downgraded to C, previously Baa3,
  -- Cl. M-10, Downgraded to C, previously Ba1.

Issuer: HSI Asset Securitization Corporation Trust 2007-WF1

  -- Cl. M-9, Downgraded to Ba2, previously Baa2,
  -- Cl. M-10, Downgraded to B1, previously Baa3.


HURLEY MEDICAL: Moody's Holds Ba1 Rating and Revises Outlook
------------------------------------------------------------
Moody's Investors Service has affirmed Hurley Medical Center's Ba1
long-term rating.  This action affects approximately $64 million
of outstanding bonds issued through the City of Flint Hospital
Building Authority as listed at the conclusion of the report.  The
outlook is revised to stable from negative and reflects Hurley's
materially improved operating performance in fiscal year 2007 and
our expectation that Hurley will maintain this level of
performance in FY 2008.

Legal Security: The bonds are secured by a pledge of net revenues
of the obligated group, as defined in the bond documents.  Hurley
is the only member of the obligated group.  The bonds are not
secured by the full faith and credit of the City of Flint.

Interest Rate Derivatives: In connection with the Series 2003
bonds, Hurley entered into a fixed-to-floating interest rate swap
agreement in July 2004 with Piper Jaffray.  The swap has a
notional amount of $35 million and terminates in 2011.  Under the
swap, Hurley pays a variable rate based on the SIFMA index
(previously known as BMA index) and receives a fixed rate of
2.91%.  Swap payments are on parity with bond payments.  The swap
may be terminated at any time at Hurley's option, or at the
counterparty's option upon downgrade of Hurley to below Ba1.
There is no collateral requirement under the swap agreement upon
Hurley's downgrade.

Strengths

  * Differentiation of essential high-end tertiary services
    generates a strong draw of patients beyond the City of
    Flint and Genesee County for this regional referral center

  * Materially improved operating results in FY 2007, although
    performance remains modest (2.9% operating cash flow margin
    in FY 2007)

  * Adequate liquidity position at the Ba1 rating category with
    cash-to-debt good at 94% at fiscal year end 2007 and
    cash on hand adequate at 66 days; Moody's notes Hurley
    received a significant portion of special funding from the
    state in the first quarter of FY 2008 (which had been
    recorded as revenue in FY 2007), thereby boosting liquidity
    materially in the current fiscal year

  * Medicare DRG changes expected to enhance net revenue
    favorably given Hurley's patient mix

Challenges

  * Located in demographically challenged Flint, Michigan leads
    to weak payor mix with Medicaid representing a high and
    growing 35% of gross patient revenues

  * Vulnerable economy in Michigan threatens Medicaid budget
    and other state healthcare funding programs on which Hurley
    depends

  * Track record of variable operating performance and weak
    operating margins; as recently as FY 2006 Hurley recorded
    an operating loss of -5.1% and negative operating cash flow
    of -0.5%

  * Declining surgical and inpatient admission volumes since FY
    2005 lead to declining market share in the service area

  * Competitive service area, with the presence of two like-
    sized competitors in the immediate Flint area, both of
    which are part of larger healthcare systems

Recent Developments/Results

Moody's view Hurley's location in Flint, Michigan with concern, as
the city's economy has been challenged for years.  Hurley is a
22,000-admission tertiary regional referral center owned by the
City of Flint.  Both Delphi and General Motors have a sizeable
presence in Flint and both companies are facing considerable
challenges.  The city is characterized by a declining industrial
base, high unemployment rate, a low median income level, and
population decline.  Accordingly, Hurley's payor mix is weak, as
Medicaid represents a high and increasing 35% of gross revenues.

In addition to poor demographics, Hurley faces strong competition
in the area.  Hurley's primary competitors are 25,000-admission
Genesys Regional Medical Center (a member of Aa2-rated multi-state
Ascension Health) and 20,000-admission McLaren Regional Medical
Center (a member of A1-rated multi-hospital McLaren Health Care).
Genesys is the market leader in the primary service area - defined
as Genesee County - with more than 34% market share.  Hurley holds
the number two position, capturing a declining nearly 30% share,
while McLaren captures a growing share of more than 25% of the
market.  Moody's have concerns regarding Hurley's declining market
share, although Moody's note that Hurley continues to have a
number of cooperative joint ventures with both Genesys and
McLaren.

Favorable market factors that help somewhat to mitigate our
concerns regarding the demographics of Flint and the competitive
environment include: (a) the demographics of A2-rated Genesee
County are more favorable than those of Flint, as the county is
characterized by modest population growth and income levels more
in-line with state and national averages; and (b) Hurley's service
differentiation as the only market provider of high-end essential
services in the broader region such as a burn unit, Level I
trauma, and neonatal intensive care unit, all of which help to
provide a regional draw as evidenced by the fact that more than
40% of Hurley's admissions come from outside of the City of Flint.

Hurley's operating performance improved materially in FY 2007,
which Moody's view favorably.  In audited FY 2007, Hurley recorded
an operating loss of $5.8 million (-1.7% operating loss margin)
and operating cash flow of $9.9 million (2.9% operating cash flow
margin).  While still modest, these results are significantly
better than the $16.8 million operating loss (-5.1% margin) and
$1.7 million negative operating cash flow (-0.5% margin) recorded
in FY 2006.

The improved performance in FY 2007 is due to a number of factors,
including: (a) despite state budgetary challenges, net favorable
funding from the state's quality assurance assessment program
(QAAP, which is similar to a provider tax) to Hurley increased to
approximately $14 million in FY 2007 from approximately $8 million
in FY 2006 and $7.6 million in FY 2005 (management expects to
receive approximately $14 million again in FY 2008); (b) improved
labor productivity and reduction in full time equivalents; (c)
Hurley's Chief Executive Officer, who has been on board since
summer 2005, has implemented a number of senior management
changes, including the elimination of a number of redundant
responsibilities; (d) days in accounts receivable decreased to 65
days at FYE 2007 from 72 days at FYE 2006 and 80 days at FYE 2005;
(e) increased acuity, largely the result of improved coding
(Hurley's Medicare case mix index increased to 1.48 in FY 2007
from 1.42 in FY 2006 and 1.40 in FY 2005); and (f) the state
earmarked $1 million to support Hurley's operations in the 2007
state budget.  While Moody's view the state's increased funding to
Hurley through the QAAP program and special earmarked funds as
demonstration of strong support for the medical center, Moody's
view these revenues as at risk for Hurley.  Any contraction of
these funds will require commensurate cost reductions.

Hurley Management is projecting continued operating gains in the
current fiscal year, budgeting operating cash flow of
$13.8 million for the medical center in FY 2008.  Given the
revision of the outlook to stable, we expect full year FY 2008
results at least to match FY 2007. Improvement efforts include:
(a) reduced employee health benefit costs (Hurley recently agreed
to new three-year contracts with seven of nine unions and is
negotiating with the other two, employee health benefits being a
major concession point); (b) continued gains in revenue cycle
management and labor productivity; (c) better marketing efforts,
particularly to patients who reside in the broader service area
outside of Flint; (d) enhanced program development, particularly
in cardiovascular, as Hurley is adding a new cath lab; and (e)
revenue enhancements due to favorable Medicare DRG changes.

As a result of stronger operating performance in FY 2007, Hurley's
debt ratios improved considerably.  Debt-to-cash flow decreased to
a manageable 7.4 times in FY 2007 from a very high 112 times in FY
2006 while peak debt service coverage strengthened to an adequate
1.70 times from a low 0.6 times.  Hurley tripped its debt service
coverage covenant based on the weak performance in FY 2006.

Despite improved cash flow generation, Hurley's unrestricted cash
position weakened in FY 2007, although we note that Hurley's
liquidity is a relative area of strength at the Ba1 rating
category.  At FYE 2007, absolute unrestricted cash and investments
decreased to $62 million from $66 million at FYE 2006.  As a
result, cash on hand decreased to a still adequate 66 days at FYE
2007 from 72 days at FYE 2006, while cash-to-debt remained
essentially unchanged at 94%.  Liquidity levels at FYE 2007 were
depressed somewhat artificially because some of the state
subsidies booked for FY 2007 were not received until early FY
2008.  As a result, Hurley's unrestricted cash increased
materially to $79 million as of Sept. 30, 2007.  On the other
hand, Moody's believe that if operating performance were to revert
to FY 2006 levels, cash balances could deteriorate quickly.

Hurley management continues to pursue a county-wide tax mileage in
Genesee County.  This issue is expected to be presented to county
voters for approval in summer 2008 and if approved would provide
funding to Hurley beginning in 2009.

Outlook

The outlook revision to stable from negative reflects Moody's
belief that improved operating results achieved in FY 2007 at
least will be matched in FY 2008.  Despite the revision in
outlook, Moody's recognize the longer term challenges that Hurley
faces given the demographic trends in Flint and the overall
challenges currently faced by the state.

What could change the rating -- UP

Increase in profitable patient volumes resulting in sustained
elevated cash flow generation and improved debt ratios;
significant market share gain; strengthening of the balance sheet

What could change the rating -- DOWN

Decline in liquidity measures; failure to sustain material
operating improvements achieved in FY 2007; sustained loss of
inpatient admission and/or surgical volumes; increase in debt
without commensurate growth in cash flow

Key Indicators

Assumptions & Adjustments:

  -- Based on Hurley Medical Center consolidated financial
     statements
  -- First number reflects consolidated audited FY 2006 for the
     year ended June 30, 2006
  -- Second number reflects consolidated audited FY 2007 for
     the year ended June 30, 2007
  -- Bad debt expense and interest expense reclassified as
     operating expenses
  -- Investment returns smoothed at 5%

  * Inpatient admissions: 22,495; 22,245
  * Total operating revenues: $327 million; $348 million
  * Moody's-adjusted net revenues available for debt service:
    $5.1 million; $13.4 million
  * Total debt outstanding: $69.5 million; $65.9 million
  * Maximum annual debt service (MADS): $8.1 million; $7.8
    million
  * MADS Coverage with reported investment income: 0.15 times;
    1.70 times
  * Moody's-adjusted MADS Coverage with normalized investment
    income: 0.63 times; 1.70 times
  * Debt-to-cash flow: 111.7 times; 7.43 times
  * Days cash on hand: 72 days; 66 days
  * Cash-to-debt: 94%; 94%
  * Operating margin: -5.1%; -1.7%
  * Operating cash flow margin: -0.5%; 2.9%

Rated Debt (debt outstanding as of June 30, 2007)

Issued through City of Flint Hospital Building Authority:

  -- Series 1998A Hospital Revenue Bonds ($13.4 million
     outstanding), rated Ba1
  -- Series 1998B Hospital Revenue Bonds ($17.7 million
     outstanding), rated Ba1
  -- Series 2003 Hospital Revenue Bonds ($35.0 million
     outstanding), rated Ba1


IMAX CORP: Inks Deal with AMC to Install 100 IMAX(R) Systems
------------------------------------------------------------
IMAX Corporation and AMC Entertainment Inc. enter a joint-venture
agreement to install 100 IMAX(R) digital projection systems at AMC
locations in 33 major U.S. markets.  The theatres will feature
IMAX's digital projection system which is being developed for the
IMAX MPX(R) theatre design.  The agreement is projected to double
IMAX's current commercial theatre footprint in North America and
accelerates the momentum behind IMAX and AMC's transition to
digital projection technology.

"We are committed to delivering a premium entertainment experience
by offering a menu of entertainment alternatives inside our
facilities," Peter C. Brown, chairman and chief executive officer,
AMC Entertainment Inc., said.  "Our expanded relationship with
IMAX and the deployment of its state-of-the-art, next-generation
digital projection systems is a key part of our strategy of
continuing to broaden and enhance the AMC experience.  It also
builds on the successful partnership we have had with IMAX since
June of 2005 and complements our overall digital plan."

The rollout of the first 50 IMAX digital projection systems will
begin in July 2008 at premier AMC theatre locations in 24 of the
33 selected markets, with an additional 25 scheduled for rollout
in 2009 and 25 more in 2010.

The IMAX theatres are slated to be installed in many of AMC's top-
performing locations in the United States, including: AMC South
Barrington 30, Chicago; AMC Mesquite 30, Dallas; AMC Gulf Pointe
30, Houston; AMC Century City 15, Los Angeles; AMC Empire 25, New
York; AMC Neshaminy 24, Philadelphia; AMC Eastridge 15, San
Francisco; AMC Hoffman Center 22, Washington D.C.

"The agreement cements a partnership between two great brands,"
IMAX co-chairmen and co-CEOs Richard L. Gelfond and Bradley J.
Wechsler, said.  "Partnering with AMC in a theatre deal of this
size and scope is a transformational moment for our company from
both a financial and strategic perspective.  We couldn't be more
pleased that The IMAX Experience(R) will be more accessible to
consumers in nearly every major market in the United States.

"AMC is unique in the number of successful, stadium-seat
megaplexes in locations that could accommodate this large number
of new IMAX(R) theatres," they continued.  "Further, AMC's
confidence in our digital projection system is a terrific
endorsement.  We look forward to rolling out our ground-breaking
new technology and delivering the premium experience that
moviegoers have come to expect from the IMAX(R) brand."

In October of this year, IMAX disclosed that it had moved up the
launch date of its digital projection system to mid-2008 from its
anticipated timeframe of the end of 2008 to mid-2009. The
anticipated IMAX digital projection system will further enhance
The IMAX Experience and help to drive profitability for studios,
exhibitors and IMAX theatres by virtually eliminating the need for
film prints, increasing program flexibility and ultimately
increasing the number of movies shown on IMAX screens.

IMAX has already secured important parts of its film slate for
2008, 2009 and 2010 through agreements with major Hollywood
studios including: The Spiderwick Chronicles (February 2008),
Shine A Light (April 2008), Kung Fu Panda (June 2008), The Dark
Knight (July 2008), Deep Sea-quel 3D (working title, February
2009), Monsters vs. Aliens 3D (March 2009), How to Train Your
Dragon 3D (November 2009), Hubble 3D (working title, February
2010) and Shrek Goes Forth 3D (May 2010).

"An agreement of this magnitude significantly jumpstarts our joint
venture initiative, which we expect will generate increased
recurring revenues for IMAX going forward," added Messrs. Gelfond
and Wechsler.  "AMC's decision to enter into this agreement will
accelerate the growth of our theatre network in North America and
should help power the digital transition underway at our company,
which we believe will help drive our operating and financial
performance for years to come."

AMC's initial 50 IMAX digital locations will include:

     MARKET                   AMC THEATRE
     ------                   -----------

     Atlanta                  AMC Barrett Commons 24
                              AMC Southlake Pavilion 24

     Baltimore                AMC Columbia Mall 14
                              AMC Loews White Marsh 16

     Boston                   AMC Loews Boston Common 19

     Charlotte                AMC Concord Mills 24

     Chicago                  AMC South Barrington 30
                              AMC Loews Crestwood 18

     Cincinnati               AMC Newport on the Levee 20

     Dallas                   AMC Mesquite 30

     Denver                   AMC Highlands Ranch 24
                              AMC Orchards 12
                              AMC Westminister Promenade 24

     Houston                  AMC First Colony 24
                              AMC Gulf Pointe 30

     Jacksonville             AMC Orange Park 24
                             AMC Regency Square 24

     Kansas City              AMC BarryWoods 24
                              AMC Independence Commons 20

     Los Angeles              AMC Burbank 16
                              AMC Century City 15
                              AMC Del Amo 18
                              AMC Promenade 16
                              AMC Puente Hills 20
                              AMC Santa Anita 16

     Miami                    AMC Aventura 24
                              AMC Sunset Place 24

     New Orleans              AMC Elmwood Place 20

     New York                 AMC Loews 34Th Street 14
                              AMC Empire 25
                              AMC Loews Kips Bay 15
                              AMC Rockaway 16
                              AMC Loews Stony Brook 17
                              AMC Loews Monmouth Mall 15

     Norfolk                  AMC Lynnhaven 18

     Orlando                  AMC Altamonte Mall 18

     Philadelphia             AMC Loews Cherry Hill 24
                              AMC Hamilton 24
                              AMC Neshaminy 24

     Pittsburg                AMC Loews Waterfront 22

     San Diego                AMC Palm Promenade 24

     San Francisco            AMC Bay Street 16
                              AMC Eastridge 15
                              AMC Mercado 20

     Seattle                  AMC Loews Alderwood 16
                              AMC Southcenter 16

     Tampa                    AMC Veterans Expressway 24

     Washington D.C.          AMC Hoffman Center 22
                              AMC Potomac Mills 18
                              AMC Tysons Corner 16

                   About AMC Entertainment Inc.

Headquartered in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is an innovative theatrical
exhibition company.  Established in 1920, the company serves more
than 230 million guests annually through interests in 358 theatres
with 5,128 screens in six countries.

                     About IMAX Corporation

Based in New York City and Toronto, Canada, IMAX Corporation
(NASDAQ:IMAX) -- http://www.imax.com/-- is an entertainment
technology company, with emphasis on film and digital imaging
technologies including 3D, post-production and digital projection.
IMAX is a fully-integrated, out-of-home entertainment enterprise
with activities ranging from the design, leasing, marketing,
maintenance, and operation of IMAX(R) theatre systems to film
development, production, post-production and distribution of
large-format films.  IMAX also designs and manufactures cameras,
projectors and consistently commits significant funding to ongoing
research and development.  IMAX has locations in Guatemala, India,
Italy, among others.

                          *     *     *

Moody's Investor Services placed IMAX Corporation's long term
corporate family and probability of default ratings at 'Caa1' in
July 2007.  The ratings still hold to date with a positive
outlook.


INGLESIDE GO DEBT: Good Performance Cues S&P's Positive Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on its 'BB'
underlying rating (SPUR) on Ingleside, Texas' GO debt to positive
from stable due to an improved, albeit still weak,
financial position in fiscal 2007, according to unaudited
financial reports provided by city representatives, and the
potential for further rating improvement should the city's
financial condition continue to rebound.

The rating service also affirmed the rating.

Primary rating factors include previous deficit operations that
decreased general fund reserves to a negative 30.1% of
expenditures in fiscal 2006 from a high 25.0% in fiscal 2002;
uncertainty regarding the impending closure of Station Ingleside,
a leading local employer and utility customer; and general fund
reliance on transfers from the city's cash-depleted enterprise
fund.

These weaknesses are offset, in part, by the recent actions that
have strengthened the city's utility fund; the city's limited
additional capital needs; and the recent adoption of a reserve
policy, even though it might be several years before the city
meets the target.

The positive outlook reflects the city's council's adoption of a
25% general fund target.  Reserves of this magnitude, to be
achieved by 2011, should restore the city's financial flexibility.
The city's ability to overcome the lost revenues and economic
dislocation associated with Naval Station Ingleside's closure will
also determine the rating's future direction.

"Should Ingleside's financial position continue to improve, we
will likely raise the rating," said Standard & Poor's credit
analyst Hilary Sutton.  "If, however, Ingleside officials cannot
sustain the financial position's recent improvement, we will
likely return the outlook to stable."

In recent years, Ingleside's financial condition deteriorated
dramatically as its general fund became increasingly reliant on
transfers from other funds, in particular the enterprise fund.  In
fiscal 2005, this dependence extended to the point where the city
used funds in the water and sewer debt service reserve fund for
general purposes.  Management, however, reports that it restored
the debt service reserve fund to its required level in fiscal
2007.

While unaudited financial reports for fiscal 2007 indicate an
$826,505 general fund balance deficit at year-end, management
reports the actual deficit should be smaller because the city
intends to transfer all unrestricted cash in the utility fund,
totaling $336,552, into the general fund.  The fiscal 2008 budget
includes an $87,386 general fund surplus, after a $750,000
transfer in from the utility fund.

At fiscal year-end 2006, the city had a $370,804 cash balance, or
24.0% of total assets, compared with $2,772, or less than 0.5%, at
fiscal year-end 2005.  Unaudited financial reports for fiscal
year-end 2007 indicate a $162,603 cash balance, or 8% of total
assets, and $698,252 of cash held in an investment pool, or 34%.


INGLESIDE WATERWORKS: S&P Revises Outlook to Pos. from Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on its 'BB'
underlying rating (SPUR) on Ingleside, Texas' waterworks and sewer
system revenue debt to positive from stable based on
management's report that it restored the enterprise debt service
reserve fund to its required level during fiscal 2007.

The positive outlook also reflects the city council's recent
adoption of a 25% enterprise fund reserve target, as well as the
potential for further rating improvement should system liquidity
rebound to a level commensurate with an investment-grade rating.

In addition, the rating service affirmed the rating.

Additional rating factors include very low liquidity; well above-
average utility rates; and the impending closure of Naval Station
Ingleside, the utility system's leading customer, which accounted
for 20% of total revenues in fiscal 2007.

Offsetting these weaknesses, in part, are a trend of adequate debt
service coverage; the system's willingness to raise already-high
rates; and an adequate supply and treatment capacity.

"We believe Ingleside's adoption of a reserve target of this
magnitude, to be achieved by 2011, should restore the system's
liquidity and financial flexibility," said Standard & Poor's
credit analyst Hilary Sutton.  "We also believe Ingleside's
ability to sustain structural balance in the enterprise fund and
overcome the lost revenues and economic dislocation associated
with Naval Station Ingleside's closure will also determine the
rating's future direction."

Ingleside relies on transfers from the water and sewer enterprise
fund to subsidize general fund operations.  In 2005, the
dependence extended to the point where the city used money in the
enterprise debt service reserve fund for general purposes.  Though
debt service payments were made, this action
caused the city to go into technical default on its revenue bonds.
Management reports that, in fiscal 2007, it restored the debt
service reserve fund to its required level.

Although the general fund's reliance on the enterprise fund
effectively increases coverage on the revenue bonds, over the past
several years city officials have transferred nearly all surplus
revenues out of the enterprise fund.  Therefore, system liquidity
is currently very low.  After four consecutive drawdowns,
enterprise fund unrestricted cash was a very low $2,228 at fiscal
year-end 2006, providing zero days' expenditures.  Management
indicates that, in fiscal 2007, the city intends to transfer all
unrestricted cash in the enterprise fund, which currently stands
at roughly $336,000 according to unaudited reports, into the
general fund.  In addition, management states these transfers will
continue and that it does not plan to implement policies that
would place restrictions on transfer amounts.

Sharp reductions in liquidity notwithstanding, the enterprise
fund's financial performance remains adequate.  In fiscal 2006,
net enterprise fund revenues, before transfers and excluding
onetime grant revenues, provided adequate fiscal 2006 annual debt
service coverage at 1.09x and a strong 2.60x future maximum annual
debt service coverage.


INPHOHIC INC: Court Approves DLA Piper as Bankruptcy Counsel
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Inphonic Inc. and its debtor-affiliates authority to employ
DLA Piper US LLP as their bankruptcy counsel, nunc pro tunc to
Nov. 8, 2007.

The Debtors selected DLA Piper because of the firm's considerable
experience and qualifications in reorganization matters and
because the firm's professionals have represented debtors, offical
and unofficial committees and other parties in interest in major
Chapter 11 cases.

As the Debtors' bankruptcy counsel, DLA Piper will:

  a) advise management concerning their fiduciary obligations to
     the estates, the creditors and the Court;

  b) assist regarding the administration of these Chapter 11
     cases, including prosecution of motions and adversary
     proceedings, defense of actions commenced against the
     Debtors, commencement and prosecution of objections to
     claims, representation in the claims reconciliation process
     and counseling regarding the preparation of schedules,
     statements and operating reports;

  c) assist in the formulaion, negotiation and confirmation of a
     Chapter 11 plan of reorganization and related disclosure
     statement; and

  d) render such other legal services as may be requested by
     management and as may be required in furtherance of these
     Chapter 11 cases.

As compensation for their services, DLA Piper's professionals
bill:

     Professional                     Designation    Hourly Rate
     ------------                     -----------    -----------
     Thomas R. Califano, Esq.         Partner           $720
     Mark J. Friedman, Esq.           Partner           $600
     Maria Ellena Chavez-Ruark, Esq.  Partner           $485
     Jason Hardman, Esq.              Associate         $420
     Ashleigh Blaylock, Esq.          Associate         $330
     William Countryman               Paralegal         $195

The Debtors paid DLA Piper $250,000 as retainer for professional
fees and expenses to be incurred in its representation of the
Debtors.

Mr. Thomas R. Califano, Esq., a partner at DLA US Piper LLP,
assured the Court that DLA Piper does not hold nor represent any
interest adverse to the Debtors or the Debtors' estates, and that
his firm is a "disinterested person" as that term is defined in
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, is the Debtors'
proposed co-counsel.

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


INPHOHIC INC: Taps Bayard Firm as Bankruptcy Co-Counsel
-------------------------------------------------------
Inphonic Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
employ The Bayard Firm P.A. as their co-counsel, nunc pro tunc to
Nov. 8, 2007.

The Debtors selected The Bayard Firm because of the firm's
extensive experience and expertise in handling chapter 11 cases,
and because the firm is well-qualified to represent them in a most
efficient and timely manner before the Delaware Bankruptcy Court.

As the Debtors' co-counsel, Bayard Firm will:

  a) take all necessary action to protect and preserve the estates
     of the Debtors, including the prosecution of actions on the
     Debtors' behalf, the defense of any actions commenced against
     the Debtors, the negotiation of disputes in which the Debtors
     are involved, and the preparation of objections to claims
     filed against the Debtors' estates;

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

  c) negotiate, prepare and pursue confirmation of a plan and
     approval of a disclosure statement;

  d) prepare on behalf of the Debtors, as debtors in possession
     necessary motions, applications, answers, orders, reports,
     and other legal papers in connection with the administration
     of the Debtors' estates;

  e) appear in Court and to protect the interest of the Debtors
     before the Court;

  f) assist with any disposition of the Debtors' assets, by sale
     or otherwise; and

  g) perform all other legal services in connection with these
     chapter 11 cases as may reasonably be required.

The Debtors tell the Court that the firm has advised the Debtors
that it intends to work closely with co-counsel to the Debtors,
DLA Piper US LLP, to ensure that there is no duplication of
services performed.

Prior to the Debtors' bankrupty filing, they paid $149,000
retainer fee to Bayard Firm on Nov. 7, 2007.   Paper filed with
the Court did not disclosed the firm's compensation rates.

To the best of the Debtors' knowledge, The Bayard Fim represents
no interest adverse to the Debtors or the Debtors' estate, and
that the firm is a "disinterested person" as that term is defined
in 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: U.S. Trustee Appoints Five Member Creditors Panel
---------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors in Inphonic Inc. and its debtor-affiliates'
Chapter 11 cases.

The Creditors Committee members are:

   a) JBR Media Ventures LLC
      Attn: John Brenton Shaw
      2 Wisconsin Circle, Suite 700
      Chevy Chase, MD 20815
      Tel No.: (202) 247-7757
      Fax No.: (202) 318-4064

   b) Google Inc.
      Attn: Stacey L. Wexler
      1600 Amphitheatre Parkway
      Mountain View, CA 94043
      Tel No.: (650) 253-0000
      Fax No.: (650) 253-0001

   c) Infinite Computer Solutions Inc.
      Attn: Timothy J. McGary
      10500 Sager Avenue, Suite G
      Fairfax, VA 22030
      Tel No.: (703) 352-4985
      Fax No.: (703) 352-5938

   d) Yahoo! Inc.
      Attn: Teresa Simms-Johnson
      701 First Avenue
      Sunnyvale, CA 94089
      Tel No.: (408) 349=7762
      Fax No.: (408) 349=3301

   e) ACN Communications Services Inc.
      Attn: James F. Mulcahy
      13620 Reese Blvd E.
      Building XII, Suite 400
      Tel No.: (704) 370-4967
      Fax No.: (704) 632-8072

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

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).  Thomas R. Califano, Esq., Mark J. Friedman, Esq., and
Maria Ellena Chavez-Ruark, Esq., at DLA Piper US LLP represent the
Debtors as Counsel.  Mary E. Augustine, Esq., and Neil B.
Glassman, Esq., at The Bayard Firm, in Wilmington, Delaware, is
the Debtors' proposed co-counsel.

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


INTERPLAY ENT: Sept. 30 Balance Sheet Upside-Down by $1,810,000
---------------------------------------------------------------
Interplay Entertainment Corp.'s consolidated balance sheet at
Sept. 30, 2007, showed $1,851,000 in total assets and $3,661,000
in total liabilities, resulting in a $1,810,000 total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1,850,000 in total current assets
available to pay $3,661,000 in total current liabilities.

The company reported net income of $497,000 and an operating loss
of $289,000, on revenues of $47,000 for the third quarter ended
Sept. 30, 2007, compared with net income of $1,633,000 and an
operating loss of $163,000, on revenues of $335,000 in the
comparable period of 2006.

The revenue decrease resulted from a 99% decrease in North
American net revenues, a 100% decrease in OEM, royalty and
licensing net revenues, and a 72% decrease in International net
revenues.

Other income of $786,000 for the three months ended Sept. 30,
2007, compared to other income of $1,796,000 for the same period
last year.

Other  income for the three months ended Sept. 30, 2007, consists
primarily of reversal and adjustments to certain accrual and
accounts payables in the amount of $786,000, interest expense on
debt in the amount of $10,000, foreign currency exchange
transactions gains and losses, and rental income in the amount of
$10,000.

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?2630

                       Going Concern Doubt

Jeffrey S. Gilbert, in Los Angeles, expressed substantial doubt
about Interplay Entertainment Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  Mr.
Gilbert reported that the company has limited liquid resources,
a history of losses, negative working capital of $8,098,000, and
stockholders' deficit of $8,087,000.  In addition, on Nov. 1,
2006, an involuntary petition under Chapter 7 of the Bankruptcy
Code was filed in Federal Court by several of the company's
creditors.

The company is opposing the petition.  No other details were
provided as to the status of the involuntary petition.

                  About Interplay Entertainment

Based in Beverly Hills, Calif., Interplay Entertainment Corp. (OTC
BB: IPLY) -- http://www.interplay.com/-- develops and publishes
interactive entertainment software for both core gamers and the
mass market.  Titus Interactive S.A., a France-based developer,
publisher and distributor of interactive entertainment software,
which owns majority of the company's common stock, was placed in
involuntary bankruptcy in January, 2005.


INTREPID TECH: Posts $695,694 Net Loss in 1st Qtr. Ended Sept. 30
-----------------------------------------------------------------
Intrepid Technology and Resources Inc. reported a net loss of
$695,694 on net revenues of $25,976 for the first quarter ended
Sept. 30, 2007, compared with a net loss of $295,894 on net
revenues of $149,253 in the same period last year.

The revenue decrease was mainly the result of decreased sales of
contracted "work for others" over the corresponding periods of one
year ago.  The quarter ending Sept. 30, 2006, also included a
$50,000 grant from the Idaho Department of Water Resources.

The increase in net loss is due to start-up plant operating costs
without corresponding revenue and increased interest expense.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$14.6 million in total assets, $14.0 million in total liabilities,
and $572,395 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.2 million in total current
assets available to pay $2.8 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?2633

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 10, 2007,
Logan, Utah-based Jones Simkins PC expressed substantial doubt
about Intrepid Technology and Resources Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2007.  The
auditing firm noted that the company has incurred recurring
losses, has negative working capital, and has negative cash flows
from operations.

                    About Intrepid Technology

Headquartered in Idaho Falls, Idaho, Intrepid Technology and
Resources Inc. (OTC BB: IESV.OB) -- http://www.intrepid21.com/--
is an application innovator in alternative energy technology and
production and of biogas products and services designed to
assist in worldwide energy independence, reduce pollution and
carbon emissions from renewable agriculture feedstock and
industrial and agriculture waste materials.


J&T TRANSPORTATION: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: J.&T. Transportation Service of Illinois, Inc.
        P.O. Box 444
        Metamora, IL 61548

Bankruptcy Case No.: 07-82767

Type of Business: The Debtor, established in 1992, has a fleet of
                  20 tractors and 102 22 feet by 53 feet reefer
                  trailers.  Its fleet consists mainly of
                  Peterbilts, although it does run a Freightliner
                  and one Kenworth.  Its tractors run in age from
                  1997 to 2002's .  Also we are the proud owners
                  of the last Classic 359 of the 359 model
                  Peterbilt.  See http://www.jttransportation.com/

Chapter 11 Petition Date: December 10, 2007

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Raymond L. Huff, Esq.
                  7820 North University Street, Suite 103
                  Peoria, IL 61614-8306
                  Tel: (309) 689-3330
                  Fax: (309) 692-3333

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Clemens & Associates, Inc.     insurance             $237,616
P.O. Box 5190
Bloomington, IL 61702-5190

Internal Revenue Service       employment and        $115,000
U.S. Department of Treasury    income taxes
320 West Washington Street,
Stop 5000
Springfield, IL 62701-1154

Pomp's Tire Service, Inc.                            $54,157
P.O. Box 1630
Green Bay, WI 54305-1630

Soris                                                $38,544

Cummins Cross Point                                  $37,831

United Healthcare                                    $25,141

Americal International Group,  workers               $23,728
Inc.                           compensation
                               insurance

CitiCapital (S.M.)                                   $11,296

East Peoria Tire &                                   $8,204
Vulcanizing

Illinois Department of         employment and        $7,879
Revenue                        income tax

Citi Card                                            $7,280

J.X. Enterprises, Inc.                               $7,094

G.E. Capital Corp.                                   $6,025

River City Sealcoat 7 Asphalt  parking lot repair    $5,890
Paaving

Volvo Gateway Industrial                             $5,225
Power

A.G. View F.S., Inc.                                 $5,157

Carrier-Transicold                                   $4,288

Brickhouse Capital             equipment lease       $3,784


JDJ WILTON: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: J.D.J. Wilton Manors Development, L.L.C.
        2101 North Commerce Parkway
        Fort Lauderdale, FL 33326

Bankruptcy Case No.: 07-20929

Chapter 11 Petition Date: December 10, 2007

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Susan D. Lasky, Esq.
                  2101 North Andrews Avenue, Suite 405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 462-8411

Total Assets: $3,617,452

Total Debts:  $4,361,300

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Jade Organization              Building 578, Units   Unknown
2101 North Commerce Parkway    1,3- 9, 11-18,
Fort Lauderdale, FL 33326      inclusive and
                               Building 566, Units
                               1, 3-12, inclusive of
                               Riverview Waterfront
                               Condominium; value of
                               security: $3,600,000;
                               value of senior lien:
                               $3,228,750

                               Construction          $244,389
                               Contract, plus
                               interest and
                               attorney's fees:
                               $244,389

Pamela M. Wilkes, as Trustee   Building 578, Units   Unknown
821 South Rio Vista Boulevard  1,3- 9, 11-18,
Fort Lauderdale, FL 33316      inclusive and
                               Building 566, Units
                               1, 3-12, inclusive of
                               Riverview Waterfront
                               Condominium; value of
                               security: $3,600,000;
                               value of senior lien:
                               $2,428,750

Revier Real Estate Corp.       Building 578, Units   Unknown
2801 East Oakland Park         1,3- 9, 11-18,
Boulevard                      inclusive and
Fort Lauderdale, FL 33306      Building 566, Units
                               1, 3-12, inclusive of
                               Riverview Waterfront
                               Condominium; value of
                               security: $3,600,000;
                               value of senior lien:
                               $3,228,750

                               claim for             $62,100
                               commissions for
                               sales that did not
                               close

Professional Investment Group, Building 578, Units   $800,000
Inc.                           1,3- 9, 11-18,
17 Southeast 24th Avenue       inclusive and
Pompano Beach, FL 33062        Building 566, Units
                               1, 3-12, inclusive of
                               Riverview Waterfront
                               Condominium; value of
                               security: $3,600,000;
                               value of senior lien:
                               $2,428,750

                               $500,000 loan from    Unknown
                               Pamela Wilkes,
                               trustee, and interest
                               thereon; additional
                               loan of $119,999

D.&J. Development, L.L.C.      Equity loan           $760,700
2101 North Commerce Parkway
Fort Lauderdale, FL 33326

John Wilkes, Esq.              Believed to be paid   Unknown
821 South Rio Vista            in full for legal
Fort Lauderdale, FL 33316      services equity loan
                               of $500,000 from wife
                               as trustee

                               paid in full for all  Unknown
                               legal services

Wilkes, Pamela as Trustee      $500,000 equity       Unknown
821 South Rio Vista Boulevard  loan and interest
Fort Lauderdale, FL 33316      thereon; additional
                               sum of $119,999
                               loaned as operating
                               capital

George Colony                  Same as Remax         Unknown
                               claim for deposits:
                               $62,100

Broward County Property        real estate and       $40,101
Appraiser                      property tax

Thomas E. Henz                 claim for common      $12,548
                               charges ( sales
                               concessions)

A.E.D. Services, Inc.          Loan for legal fees   $7,819

Freedman & McCloskey, P.A.     legal fees            $3,471

Brent Lipinoski                common charges        $1,421
                               for condominium
                               association (sales
                               concession)

Adorno & Yoss                  Claim for attoneys    Unknown
                               fees related to
                               claims of Revier
                               Realty, Remax and
                               George Colony and
                               Colony Group.

Riverview Waterfront           Developer is          Unknown
Condominium Association        responsible to fund
                               shortages

William W. Haury, Jr. Esq,     Possible claim for    Unknown
                               attorneys fees
                               related to loan
                               from Wilkes
                               assigned to
                               Professional
                               Investment


JOHN FRUHMORGEN: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: John V. Fruhmorgen
             Rosann M. Fruhmorgen
             5007 South Quincy
             Tampa, FL 33611

Bankruptcy Case No.: 07-12083

Chapter 11 Petition Date: December 7, 2007

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

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

Total Assets: $1,621,452

Total Debts:  $1,569,671

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Suncoast Schools M.C./V.I.     Credit Card           $30,030
P.O. Box 11904
Tampa, FL 33680

Suncoast Schools Federal       2006 Dodge            $27,211
Credit Union                   Durango (19,0000
P.O. Box 11904                 miles); value of
Tampa, FL 33680                security: $19,000

Washington Mutual/Providian    Credit card           $8,528
Attention:
Bankruptcy Department
P.O. Box 10467
Greenville, SC 29603

Internal Revenue Service       2006 taxes            $8,500

Doug Belden, Hillsborough      Real Taxes            $7,167

Tampa Bay Federal Credit Union Credit card           $4,578
Visa/M.C.

Volkswagon Credit, Inc.        2006 volkswagen       $4,041

Tampa Tribune                  Services              $487
c/o M.A.F. Collection Service
134 South Tampa Street
Tampa, FL 33602


JP MORGAN: S&P Assigns Low-B Ratings on Six Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to J.P. Morgan Chase Commercial Mortgage Securities Trust
2007-C1's $1.2 billion commercial mortgage pass-through
certificates series 2007-C1.

The preliminary ratings are based on information as of Dec. 6,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-2, A-3,
A-4, A-SB, X-2, A-M, and A-J are currently being offered publicly.
Standard & Poor's analysis of the portfolio determined that, on a
weighted average basis, the pool has debt service coverage of
1.14, a beginning LTV of 112.6%, and an ending LTV of 103.1%.  The
rated final maturity date for these certificates is February 2051.
Unless otherwise indicated, pool balances and statistics do not
include the B notes that have not been contributed to the trust,
but are related to A notes of A/B loans included in the pool.  For
the purpose of calculating the number of loans, Standard & Poor's
considers each group of cross-collateralized and cross-defaulted
loans as one loan.


                  Preliminary Ratings Assigned
J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-C1

     Class        Rating        Amount   Recommended credit
                                               support
      -----       ------        ------     -----------------
      A-1          AAA        $32,771,000       30.000%
      A-2          AAA        $49,212,000       30.000%
      A-3          AAA       $105,514,000       30.000%
      A-4          AAA       $595,230,000       30.000%
      A-SB         AAA        $60,304,000       30.000%
      X-2*         AAA     $1,197,733,000          N/A
      A-M          AAA       $120,433,000       20.000%
      A-J          AAA        $54,195,000       15.500%
      X-1*         AAA     $1,204,331,244          N/A
      B            AA+        $16,560,000       14.125%
      C            AA         $15,054,000       12.875%
      D            AA-        $12,043,000       11.875%
      E            A+         $13,549,000       10.750%
      F            A          $10,538,000        9.875%
      G            A-         $13,549,000        8.750%
      H            BBB+       $15,054,000        7.500%
      J            BBB        $16,559,000        6.125%
      K            BBB-       $13,549,000        5.000%
      L            BB+         $7,527,000        4.375%
      M            BB          $9,033,000        3.625%
      N            BB-         $4,516,000        3.250%
      P            B+          $6,022,000        2.750%
      Q            B           $4,516,000        2.375%
      T            B-          $3,011,000        2.125%
      NR           NR         $25,592,244          N/A


          *Interest-only class with a notional amount.

                    N/A -- Not applicable.

                        NR -- Not rated.


KMART FUNDING: Fitch Retains Junk Ratings on $26.5MM Bonds
----------------------------------------------------------
Fitch Ratings said that Kmart Funding Corporation's secured lease
bonds long term credit ratings and distressed recovery ratings are
maintained as:

  -- $17.4 million class F at 'C/DR6';
  -- $9.1 million class G at 'C/DR6'.

The secured lease bonds are currently collateralized by an
assignment of rents on operating properties guaranteed by absolute
net leases to Kmart Corporation, in which Kmart is obligated to
pay rental payments with no setoff, abatement or reduction.  It
also consists of leases assumed by other retailers.  The
collateral originally consisted of 22 stores, and two ground
leases, of which 13 closed when Kmart rejected the leases after
the bankruptcy filing in January 2002.  The bankruptcy filing
triggered an acceleration of the of the bond payments.

When payments are received from the four operating properties, the
bonds are allocated pro rata principal payments.  The ratings were
taken to 'D' when Fitch determined that the values of the
properties with rejected leases would not support the outstanding
loan balances or repay the interest shortfalls.  Since that time,
the bonds have received both payments of principal, as well as
realized losses due to the non payment of leases on the rejected
properties.  The ratings were revised to 'C/DR6' during Fitch's DR
rating review in April 2006.  The ratings are no longer dependent
on Kmart's corporate rating, or the rating of Kmart's parent,
Sears Holding Corporation.


KRISPY KREME: Posts $798,000 Net Loss in Quarter Ended October 28
-----------------------------------------------------------------
Krispy Kreme Doughnuts, Inc. reported financial results for the
third fiscal quarter ended Oct. 28, 2007.  The net loss for the
third quarter of fiscal 2008 was $798,000, compared to a net loss
of $7.2 million in the comparable period last year.

During the third quarter of fiscal 2008, 29 new Krispy Kreme
stores, comprised of 8 factory stores and 21 satellites, were
opened systemwide, and 17 Krispy Kreme factory stores were closed
systemwide.  This brings the total number of stores systemwide at
the end of the third quarter of fiscal 2008 to 423, consisting of
290 factory stores and 133 satellites.  The net increase of 12
stores in the quarter reflects a net increase of 24 international
stores and a net decrease of 12 domestic stores.

Third quarter systemwide sales decreased approximately 2.6% from
the third quarter of last year.  Satellite stores made up 31% of
the total systemwide store count as of Oct. 28, 2007, compared to
23% at Oct. 29, 2006.  Systemwide average weekly sales per store
are lower than Company average weekly sales per store principally
because satellite stores, which have lower average weekly sales
than factory stores, are operated almost exclusively by
franchisees.  Systemwide average weekly sales per store decreased
approximately 9.2% to approximately $36,400.  Company Stores
average weekly sales per store decreased 0.4% to approximately
$52,900.

Company revenues for the third quarter of fiscal 2008 decreased
11.7% to $103.4 million compared to $117.1 million in the third
quarter of last year.  Company Stores revenues decreased 11.3% to
$72.8 million, Franchise revenues were flat at $5.7 million and KK
Supply Chain revenues decreased 15.1% to $24.9 million.

The company recorded a net credit to impairment charges and lease
termination costs of $268,000 in the third quarter this year,
compared to a charge of $5.4 million in the third quarter of
fiscal 2007.  Most of the prior year charge relates to
underperforming stores, including stores closed and likely to be
closed.

As of Oct. 28, 2007, the company's consolidated balance sheet
reflects cash and indebtedness of approximately $23 million and
$88 million, respectively. The maximum additional indebtedness
permitted under the company's credit facilities (and the amount of
additional borrowings available to the Company under those
facilities) was approximately $11 million at that date.  During
the first nine months of fiscal 2008, the company prepaid
approximately $21.9 million under the company's $110 million term
loan entered into in February 2007.  A substantial portion of
these prepayments was made in order to reduce the likelihood of
violation of the financial covenants contained in the company's
credit facilities.

Several franchisees have been experiencing financial pressures
which, in certain instances, appear to have become more
exacerbated during fiscal 2008.  Franchisees closed 25 stores in
the first nine months of fiscal 2008.  The company believes
franchisees will close additional stores in the foreseeable
future, and the number of such closures is likely to be
significant.  Royalty revenues and most of KK Supply Chain
revenues are directly correlated to sales by franchise stores and,
accordingly, store closures have an adverse effect on the
company's revenues and results of operations.

"Although we still have much to do, performance improved in the
third quarter compared to the second quarter, and the organization
made progress on the transformation steps previously announced,"
Daryl Brewster, the company's President and Chief Executive
Officer, said.

Since the end of the second quarter, the company has:

   * closed an additional five underperforming company stores;

   * opened over 20 new satellites systemwide as part of its hub
     and spoke strategy, including converting an additional
     company-owned factory store to a non-producing hot shop;

   * reduced Supply Chain costs by outsourcing its coffee supply
     and announcing the planned closure of a manufacturing and
     distribution facility;

   * increased international franchisee sales 48% year-over-year;

   * realigned company stores and franchise management with
     experienced leadership;

   * continued to reduce G&A costs; and

   * completed an amended Franchise Disclosure Document (formerly
     called a Uniform Franchise Offering Circular).

"As we look past the third quarter, we continue to focus on
improving Company shop performance, driving the hub and spoke
model, growing our international franchise business, refranchising
certain domestic markets and reducing costs to help offset rising
commodity prices," Mr. Brewster added.

Systemwide sales, a non-GAAP financial measure, include sales by
both company and franchise stores.  The company believes
systemwide sales data are useful in assessing the overall
performance of the Krispy Kreme brand and, ultimately, the
performance of the company.  The company's consolidated financial
statements include sales by company stores, sales to franchisees
by the KK Supply Chain business segment, and royalties and fees
received from franchisees, but exclude sales by franchise stores
to their customers.

A full-text copy of the company's financial report for the quarter
ended Oct. 28, 2007, is available for free at:

                                 http://ResearchArchives.com/t/s?2636

                       About Krispy Kreme

Headquartered in Winston-Salem, North Carolina, Krispy Kreme
Doughnuts Inc. (NYSE: KKD) -- http://www.krispykreme.com/--
retails doughnuts.  There are about 411 Krispy Kreme stores
including satellites operating system-wide in 41 U.S. states,
Australia, Canada, Hong Kong, Indonesia, Japan, Kuwait, Mexico,
the Philippines, the Republic of South Korea, the United Arab
Emirates and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Moody's Investors Service lowered Krispy Kreme Doughnut
Corporation's Speculative Grade Liquidity rating to SGL-4 from
SGL-3, indicating weak liquidity.  Concurrently Moody's revised
the rating outlook to negative while affirming Krispy Kreme's
Caa1 corporate family rating and B3 rating of its $160 million
senior secured credit facilities.


LEHMAN MORTGAGE: Fitch Downgrades Ratings on $26.7MM Certs.
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on three Lehman
mortgage pass-through certificates.  Affirmations total $1.12
billion and downgrades total $26.7 million.  In addition,
approximately $8.7 million are placed on Ratings Watch Negative.

LMT 2006-6 Group 1
  -- Class A affirmed at 'AAA';
  -- Class 1B1 affirmed at 'AA';
  -- Class 1B2 downgraded to 'A-' from 'A';
  -- Class 1B3 downgraded to 'BB' from 'BBB';
  -- Class 1B4 downgraded to 'CC/DR2' from 'BB';
  -- Class 1B5 downgraded to 'C/DR4' from 'B'; removed from
     Rating Watch Negative.

LMT 2006-6 Group 2
  -- Class A affirmed at 'AAA';
  -- Class 2B1 affirmed at 'AA';
  -- Class 2B2 affirmed at 'A';
  -- Class 2B3 affirmed at 'BBB';
  -- Class 2B4 affirmed at 'BB';
  -- Class 2B5 affirmed at 'B'.

LMT 2006-9
  -- Class A affirmed at 'AAA';
  -- Class M1-A affirmed at 'AA+';
  -- Class M1-B affirmed at 'AA+';
  -- Class B1 is rated 'AA', placed on Rating Watch Negative;
  -- Class B2 downgraded to 'A-' from 'A';
  -- Class B3 downgraded to 'BBB-' from 'BBB';
  -- Class B4 downgraded to 'BB+' from 'BBB-';
  -- Class B5 downgraded to 'B' from BB';
  -- Class B6 downgraded to 'C/DR3' from 'B'.

The affirmations affect approximately $1.12 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The downgrades,
affecting approximately $26.7 million of the outstanding
certificates, reflect deterioration in the relationship between
credit enhancement and expected losses.  The class placed on
Rating Watch Negative reflects the deterioration in the
relationship of CE to future loss expectations and affects $8.7
million in outstanding certificates.

The above trust consists of fixed and adjustable rate loans
extended to Alt-A borrowers.  Aurora Loan Services Inc., rated
'RMS1-' by Fitch, is the Master Servicer for the above
transaction.

For 2006-6 Group 1, the loans in 90+ delinquency at 13 months
seasoning as a percentage of the current pool balance is 3.08%.
The CE of the 1B2, 1B3, 1B4 and 1B5 classes are 2.23%, 1.39%,
0.84% and 0.39% respectively. For 2006-6 Group 2, the amount of
loans in 90+ at 13 months seasoning as a percentage of the current
pool balance is 0.05%. The CE of 2B5 class is 0.27%.

For 2006-9, the loans in 90+ delinquency at 11 months seasoning as
a percentage of the current pool balance is 1.78%. The CE of the
B1, B2, B3, B4, B5 and B6 classes are 3.11%, 2.04%, 1.29%, 1.13%,
0.75% and 0.32% respectively.


LPATH INC: Posts $4.6 Million Net Loss in Third Quarter
-------------------------------------------------------
Lpath Inc. reported a net loss of $4.6 million on grant and
royalty revenue of $11,926 for the third quarter ended Sept. 30,
2007, compared with a net loss of $1.3 million on grant and
royalty revenue of $97,077 in the same period in 2006.

Research and development expenses increased from $883,000 for the
third quarter of 2006 to $4.1 million for the third quarter of
2007.  The increase reflects the progress of pre-clinical research
and development activities from the third quarter of 2006 to the
third quarter of 2007.  Outside services expense increased by
approximately $2.7 million primarily due to the costs of IND-
enabling studies performed or initiated during the third quarter
of 2007, and the costs of manufacturing drug supplies to be used
in clinical trials.  The increase in research and development
expenses also included a $395,000 increase in stock-based
compensation expense related to consultants used to support
research and development activities.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$11.8 million in total assets, $2.3 million in total liabilities,
and $9.5 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?263d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
LevitZacks CPAs expressed substantial doubt about Lpath Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's significant cash losses from operations since inception
and the company's expectation to continue to incur cash losses
from operations in 2007 and beyond.

                        About Lpath Inc.

Headquartered in San Diego, Calif., Lpath Inc., formerly Lpath
Therapeutics Inc., (OTC BB: LPTN) -- http://www.lpath.com/ --
is a biotechnology company focused on the discovery and
development of lipidomic-based therapeutics.  Lipidomics is an
emerging field of medical science whereby bioactive signaling
lipids are targeted to treat important human diseases.  The
company's lead product candidate, Sphingomab(TM), is a humanized
monoclonal antibody against a validated cancer target,
sphingosine-1-phosphate, and has demonstrated compelling
results in preclinical studies against multiple forms of cancers,
against age-related macular degeneration, and against heart
failure.


MARK IV: S&P Retains 'B' Rating Under Negative CreditWatch
----------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' corporate
credit rating and related issue-level ratings on Mark IV
Industries Inc. remained on CreditWatch with negative implications
after the company agreed to be acquired by a new equity sponsor
and began renegotiating a change-in-control provision and
financial covenants with its lenders.  S&P originally placed the
company on CreditWatch on Oct. 19, 2007, because of weak financial
results that have led to key credit ratios that are below S&P's
expectations for the current rating.

Mark IV, an Amherst, New York-based supplier of automotive, heavy-
duty truck, and other transportation and off-highway equipment,
has total debt of about $1.2 billion after Standard & Poor's
adjustments for pensions and other postretirement benefits,
operating leases, and trade receivables sold.

Private equity firm Sun Capital Partners has reached a definitive
agreement to acquire Mark IV from current equity sponsor BC
Partners and other minority equity holders.  Terms were not
disclosed.

"The transaction is contingent upon Mark IV's lenders' agreeing to
waive a change-of-control provision in the company's secured
credit agreements," said Standard & Poor's credit analyst Gregg
Lemos Stein.  Mark IV is also asking lenders to approve looser
financial covenants beginning in the quarter ending Feb. 29, 2008,
as thresholds for these covenants step down after that
period and would become an issue as a result of softness in Mark
IV's automotive and heavy truck markets.  Both matters require 51%
approval of senior secured lenders.

S&P plan to resolve the CreditWatch listing once resolution of the
lender issues discussed above becomes known, which will likely
happen in the next several weeks.

"The focus of our CreditWatch resolution will be Mark IV's
prospects for stabilizing or improving credit measures over the
near term," Mr. Lemos Stein added.


MARINER ENERGY: Solid Performance Cues S&P to Lift Rating to B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on oil and
gas exploration and production company Mariner Energy Inc.,
including raising the corporate rating to 'B+' from 'B'.  The
outlook is stable.

"The rating action reflects Mariner's solid operational
performance since the acquisition of Forest Oil Corp.'s Gulf of
Mexico assets in 2006, as well as improving debt leverage
measures," said Standard & Poor's credit analyst Paul B. Harvey.

Additionally, production and cost improvement should continue in
2008, as the company's Bass Lite and Nansen developments are
expected to come online.  Further support for the upgrade comes
from Mariner's improved debt leverage, which has strengthened to
roughly 1x debt to EBITDA from around 2.5x since Mariner's initial
2006 rating.

The ratings on Mariner reflect its aggressive growth and
exploration strategy, short reserve life, concentrated reserve
base focused in the Gulf of Mexico, and elevated costs relative to
Standard & Poor's long-term pricing assumptions.  Support for
ratings is provided by Mariner's satisfactory financial
performance, relatively moderate debt leverage, and expectations
for improving operating results in 2008.


MDWERKS INC: Sept. 30 Balance Sheet Upside-Down by $962,602
-----------------------------------------------------------
Mdwerks Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $3,508,963 in total assets and $4,471,565 in total
liabilities, resulting in a $962,602 total stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $2,911,733 in total current assets
available to pay $4,073,519 in total current liabilities.

The company reported a net loss of $2,184,840 on total revenue of
$136,573 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $1,670,829 on total revenue of $158,113 in the same
period in 2006.

For the three months ended Sept. 30, 2007, total operating
expenses were $1,835,304 as compared to $2,484,610 for the three
months ended Sept. 30, 2006, a decrease of $649,306 or 26.1%.

For the three months ended Sept. 30, 2007, interest expense was
$500,601 as compared to $372,291 for the three months ended
Sept. 30, 2006, an increase of $128,310.  This increase was due to
an increase in borrowings and amortization of debt discount and
deferred fees in connection with the company's notes payable.

The company recorded a gain of $1,030,338 related to the change in
fair value of the warrants during three months ended Sept. 30,
2006.  There was no gain or loss related to the change in fair
value of warrants during the three months ended Sept. 30, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2640

                       Going Concern Doubt

Sherb & Co. LLP, in Boca Raton, Fla., expressed substantial doubt
about Mdwerks 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 Mdwerks Inc.

Headquartered in Deerfield Beach, Fla., Mdwerks Inc. (OTC BB:
MDWK.OB) -- http://www.mdwerks.com/ -- provides Healthcare
professionals with automated electronic insurance claims
management solutions and advance funding of medical claims.
MDwerks(TM) solutions comprise an innovative web-based, HIPAA-
compliant system of comprehensive administrative and financial
services designed for physician practices of all sizes and
specialties whether in a single or multi-location operation.


MECHANICAL PRODUCTS: Lender Selling Assets at December 21 Auction
-----------------------------------------------------------------
The Hillstreet Fund LP and the Hillstreet Fund III LP will hold a
public sale of substantially all of the assets of Mechanical
Products Manufacturing Company LLC at 11:00 a.m. on Dec. 21, 2007.

The auction will be held at the offices of Keating Muething
Klekamp PLL in One East Fourth Street, Suite 1400 in Cincinnati,
Ohio 45202.

The sale is being held as a result of foreclosure on the Debtor's
assets by Hillstreet as lender and a secured party.

The assets, which is offered as a single lot, include all
equipment, inventory, and general intangibles at the Debtor's
manufacturing facility in located at 3880 Grace Street in New
Boston, Ohio 45662.

Headquartered in Lucasville, Ohio, Mechanical Products
Manufacturing Company LLC engages in fabricating, welding and
machining parts and assemblies for a variety of industries.


MGM MIRAGE: Board Authorizes 20 Million Common Stock Repurchase
---------------------------------------------------------------
MGM MIRAGE's board of directors has approved a new stock
repurchase program authorizing the company to purchase up to
20 million shares of company common stock.

The purchases can be made from time to time through open market
purchases, privately negotiated third party transactions or other
transactions including but not limited to tender offers as market
conditions warrant.

Additionally, the company has repurchased 5.08 million shares in
the current quarter to date, thereby leaving 420,000 shares
outstanding under the previous share repurchase program approved
in July 2004.

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2007,
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on MGM MIRAGE and removed them from CreditWatch,
where they were placed with positive implications Aug. 22, 2007.
The rating outlook is positive.


MORGAN STANLEY: S&P Cuts Rating on Class A-6 Notes to B- from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$3 million class A-6 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'B-' from 'B+' and removed it from
CreditWatch, where it was placed with negative implications on
July 19, 2007.

The rating action reflects the Nov. 28, 2007, lowering of the
ratings on Lyondell Chemical Co. and its related entities and
their removal from CreditWatch negative.

Morgan Stanley ACES SPC's $46 million secured fixed-rate notes
series 2006-8 is a credit-linked note transaction.  The rating on
each class of notes is based on the lowest of (i) the ratings on
the reference obligations for each class (with respect to class A-
6, the senior unsecured notes issued by Millennium America Inc.,
{'B-'}, a subsidiary of Lyondell Chemical Co.); (ii) the rating on
the guarantor of the counterparty to the credit default swap, the
interest rate swap, and the contingent forward agreement (in each
instance, Morgan Stanley {AA-/Negative/A-1+}); and (iii) the
rating on the underlying securities, BA Master Credit Card Trust
II's class A certificates from series 2001-B due 2013 ('AAA').


MORGAN STANLEY: S&P Lowers Rating on Class A-10 Notes to B- from B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$3 million class A-10 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 to 'B-' from 'B' and removed it from
CreditWatch, where it was placed with negative implications on
Nov. 9, 2007.

The rating action reflects the Dec. 4, 2007, lowering of the
ratings on Mediacom Communications Corp., and its related
entities, and their removal from CreditWatch negative.

Series 2006-8 is a credit-linked note transaction.  The rating on
each class of notes is based on the lowest of (i) the ratings on
the respective reference obligations for each class (with respect
to class A-10, the senior unsecured notes issued by Mediacom LLC,
{'B-'}, a subsidiary of Mediacom); (ii) the rating on the
guarantor of the counterparty to the credit default swap, the
interest rate swap, and the contingent forward agreement (in each
instance, Morgan Stanley {'AA-'}; and (iii) the rating on the
underlying securities, BA Master Credit Card Trust II's class A
certificates from series 2001-B due 2013 ('AAA').


MORGAN STANLEY: S&P Places Ratings Under Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on nine
classes of commercial mortgage pass-through certificates from
Morgan Stanley Capital I Trust 2006-IQ11 on CreditWatch with
negative implications.  Concurrently, S&P affirmed its ratings on
13 other classes from this series.

S&P placed nine ratings on CreditWatch negative due to concerns
with the third-largest loan, LeNature, which is secured by a
530,856-sq.-ft. vacant industrial building in Phoenix, Arizona.
Future debt service payments are dependent upon the borrower
funding debt service on the loan.  To date, debt service has been
met through the use of reserves and payments that were made by the
owner of bottling equipment that was located on the premises.  The
bottling-equipment maker stopped making payments as of November
2007 because the equipment was removed from the property.  The
CreditWatch negative placements will remain in effect while
Standard & Poor's monitors the loan work out process.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.

The third-largest exposure in the pool, LeNature's Headquarters,
has a balance of $55.8 million and additional advances, including
interest thereon, totaling $290,057.  At issuance, the loan was
$62.6 million; proceeds from a $3.5 million LOC and cash reserves
were used to pay down the loan to its current balance.  The fee
interest in a 530,856-sq.-ft. industrial building in Phoenix,
Arizona, secures the loan.  The loan was transferred to the
special servicer, LNR Partners Inc., on Nov. 1, 2006, after the
sole tenant, LeNature Inc., filed for bankruptcy.  LeNature
vacated the property in December 2006 and the debt service was
being paid by the owner of the bottling equipment until the
equipment was removed from the property in November 2007.

To date, LNR has not ordered a new appraisal. If the borrower
fails to make debt service payments, it is possible that a new
appraisal will result in an appraisal reduction amount, which will
cause appraisal subordinate entitlement reduction shortfalls.  The
CreditWatch negative placements will be updated and/or resolved as
more details concerning the work-out process and property status
become available to Standard & Poor's.

As of the Nov. 15, 2007, remittance report, the collateral pool
consisted of 232 loans with an aggregate trust balance of
$1.595 billion, compared with 232 loans totaling $1.616 billion at
issuance.  Co-op loans secure 11.9% of the pool. Excluding these
loans, the master servicer, Wells Fargo Commercial Mortgage
Servicing, reported financial information for 88% of the pool.
All of the servicer-provided information was full-year 2006 data.
Using this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.63x, up from 1.44x at issuance.
Two loans, including LeNature, are with the special servicer.  To
date, the trust has not experienced any losses.

The top 10 loans have an aggregate outstanding balance of
$562.2 million (35%) and a weighted average DSC of 1.55x, down
from 1.60x at issuance.  The weighted average DSC calculation
excludes the LeNature loan and the ninth-largest loan (1%), which
is secured by a co-op property.  Standard & Poor's reviewed
property inspections provided by the master servicer for all of
the assets underlying the top 10 exposures.  All the properties
were characterized as "good."

The credit characteristics of the Home Depot in Jamaica N.Y. loan,
are consistent with those of investment-grade obligations.  The
Home Depot in Jamaica N.Y., is the seventh-largest loan in the
pool and has a balance of $26.5 million.  The fee and leasehold
interest in 3.1 acres of land beneath a 105,196-sq.-ft. Home Depot
Inc. (BBB+/Stable/A-2) retail property in Queens, New York.,
secures the loan.  Standard & Poor's calculated a DSC of 1.27x
based on the net ground rent payments.  The ground lease expires
in May 2025 and has five, five-year extension options and one,
four-year extension option available.

The remaining loan with the special servicer, Brasswood II
Apartments, is a 132-unit multifamily property in Greenville,
North Carolina.  The loan has an unpaid principal balance of
$5.0 million and additional advances, including interest thereon,
totaling $37,199.  The loan was transferred to the special
servicer in March 2007 due to payment default.  The loan is
currently in its grace period; however, it has been delinquent
numerous times since securitization.  The property did not report
a DSC.

Wells Fargo reported a watchlist of 13 loans ($54.1 million, 3%),
each of which represents less than 1% of the aggregate loan pool.
The loans appear on the watchlist primarily due to low occupancy
or low DSC.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the affirmations.


             Ratings Placed on Creditwatch Negative

            Morgan Stanley Capital I Trust 2006-IQ11
          Commercial mortgage pass-through certificates

                    Rating
                    ------
     Class    To                 From    Credit enhancement
     -----    --                 ----     ----------------
     F        BBB+/Watch Neg     BBB+          5.07%
     G        BBB/Watch Neg      BBB           3.93%
     H        BBB-/Watch Neg     BBB-          3.04%
     J        BB+/Watch Neg      BB+           2.53%
     K        BB/Watch Neg       BB            2.28%
     L        BB-/Watch Neg      BB-           2.03%
     M        B+/Watch Neg       B+            1.65%
     N        B/Watch Neg        B             1.27%
     O        B-/Watch Neg       B-            1.14%

                       Ratings Affirmed

            Morgan Stanley Capital I Trust 2006-IQ11
         Commercial mortgage pass-through certificates

              Class    Rating   Credit enhancement
              -----    ------    ----------------
              A-1      AAA            30.41%
              A-1A     AAA            30.41%
              A-2      AAA            30.41%
              A-3      AAA            30.41%
              A-4      AAA            30.41%
              A-M      AAA            20.27%
              A-J      AAA            11.02%
              B        AA              9.12%
              C        AA-             8.36%
              D        A               6.97%
              E        A-              5.95%
              X        AAA              N/A
              X-Y      AAA              N/A


                  N/A -- Not applicable.


MSB OF DESTIN: Section 341(a) Meeting Slated for December 20
------------------------------------------------------------
The United States Trustee for Region 21 scheduled a meeting of
MSB of Destin Inc.'s creditors for Dec. 20, 2007, 3:00 p.m. at
Suite 700, 220 W. Garden Street, Pensacola, Florida.

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

Headquartered in Destin, Florida, MSB of Destin Inc. dba AJ's
Restaurant & Marina, aka Southside Investments Inc., operates a
restaurant and bar.  The Debtor filed for voluntary Chapter 11
protection on November 26, 2007 (Bankr. N.D. Fla. Case No.: 07-
31149).  John E. Venn, Esq. of the John E. Venn, Jr., P.A.
represents the Debtors in its restructuring efforts.  The Debtor's
financial condition as of Sept. 30, 2007, shows total assets of
$39,041,476 and total debts of $9,114,105.

Hubert A. Laird, the Debtor's stockholder filed for Chapter 11
protection on Nov. 19, 2007, (Bankr. N.D. Fla. Case No. 07-31128).


MTI GLOBAL: Inks Forbearance Deal with its Principal Lender
-----------------------------------------------------------
MTI Global Inc. has entered into a forbearance agreement with its
principal lender, a Canadian chartered bank.  Under the agreement,
the Bank has agreed not to enforce its security prior to March 31,
2008, subject to MTI satisfying certain conditions.

In addition certain provisions of the credit facilities have been
amended.  As reported on Nov. 14, 2007, MTI was notified by the
Bank that it was in breach of a financial covenant in its credit
facility agreement and in the transfer of assets and financial
support of MTI de Baja as at June 30, 2007, and
Sept. 30, 2007.

The conditions to the forbearance include, among others,

   -- that guarantees and additional security be provided by
      MTI Groendyk and MTI Specialty Silicones;

   -- that MTI provide certain additional financial information
      to the Bank; and

   -- that MTI meet certain agreed upon deliverables at various
      dates up to and including March 31, 2008.

The amendments to the credit facilities include:

   -- that a $3 million term facility is now classified as a
      current portion of long term debt and therefore repayable
      upon demand, the term facility is related to the
      acquisition of the silicone division of Mold-Ex on
      July 12, 2007;

   -- that interest on the operating facility is now payable at
      prime plus 2% and on the term facility at prime plus
      2.5%; and

   -- that MTI comply with certain additional financial
      reporting and general covenants on an on-going basis.

MTI is developing a long term plan, which will include a review of
financial, corporate and operational structures to stabilize its
financial situation.  In the shorter term, MTI will:

   a) focus specifically on improving and streamlining customer
      and sales relationships;

   b) implementing more stringent discipline with respect to
      processes; and

   c) tighter management of working capital including inventory
      and overall financial performance.

The restructuring plan is to be submitted to the Bank on or before
Jan. 21, 2008.

                         About MTI Global

Headquartered in Mississauga, Ontario, MTI Global Inc. (TSX: MTI)
-- http://www.mtiglobalinc.com/-- designs, develops and
manufactures custom-engineered products using silicone and other
cellular materials.  The company serves a variety of specialty
markets focused on three main product categories: Silicone,
Aerospace and Fabricated Products.  MTI's Canadian manufacturing
operations are located in Mississauga, Ontario, with international
manufacturing operations located in Richmond and Buchanan,
Virginia; Pensacola, Florida; Bremen, Germany; and a contract
manufacturer venture in Ensenada, Mexico.  The company also has
sales operations in England and Sweden, and an engineering support
centre in Brazil.


MUSICLAND HOLDING: Extends Plan Effective Date Until January 31
---------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates, the Official
Committee of Unsecured Creditors and the current members of the
Informal Committee of Secured Trade Vendors agree that the
deadline set under the Debtors' Second Amended Plan of Liquidation
for:

  (a) the Confirmation Order to become a Final Order is extended
      until December 31, 2007; and

  (b) the occurrence of the Effective Date is extended until
      January 31, 2008.

In their stipulation, the parties indicated that at the Nov. 15,
2007 hearing to consider confirmation of the Debtors' Plan, the
U.S. Bankruptcy Court for the Southern District of New York had
found that the Plan has satisfied the feasibility requirement
under Section 1129 of the Bankruptcy Code.

The Court adjourned the confirmation hearing until Dec. 11, 2007.

Judge Bernstein commenced hearing to confirm the Debtors' Plan on
November 28, 2006.  Judge Bernstein found that all confirmation
requirements had been satisfied other than feasibility and left
the confirmation hearing open to allow the Debtors further time
to satisfy the feasibility requirements.

The Debtors, the Creditors' Committee, the Trade Vendors, and
Wachovia Bank, N.A., are negotiating the final terms resolving
Wachovia's objection to the Plan and the order confirming the
Plan will then be submitted to the Court.

As previously reported, Wachovia objected to the Plan claiming
that its alleged indemnification claim against the Debtors'
estates resulting from a lawsuit brought against Wachovia by
current and former secured trade creditors renders the Plan
unconfirmable.

Wachovia asserted that it has an administrative claim,
potentially in excess of $25,000,000, arising out of the Debtors'
alleged obligation to indemnify Wachovia against the claims
asserted in the Adversary Complaint filed by the Trade Creditors
against Wachovia pertaining to a revolving loan with Harris Bank
N.A.

On August 27, 2007, the Adversary Complaint filed by the Trade
Creditors was dismissed by the Bankruptcy Court, which held that
Wachovia did not tortuously interfere with the Trade Creditors'
contractual rights or participate in the conversion of the Trade
Creditors' collateral, and that Harris Bank N.A was not unjustly
enriched with the repayment of the $25,000,000 supplemental Term
Loan.

The Trade Creditors have taken an appeal before the U.S. District
Court of the Southern District of New York of the Bankruptcy
Court's decision.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.
The hearing to consider confirmation of the 2nd Amended Joint Plan
started on Nov. 28, 2006.  (Musicland Bankruptcy News, Issue No.
43; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NABI BIOPHARMA: Completes Sale of Unit to Biotest AG for $185 Mil.
------------------------------------------------------------------
Nabi Biopharmaceuticals has completed the sale of assets
constituting its Biologics strategic business unit to Biotest
Pharmaceuticals Corporation, a wholly-owned subsidiary of Biotest
AG, for $185 million in cash.  Subject to the interim arrangements
described below, Biotest has acquired or will acquire the
Biologics SBU's products, including Nabi- HB(R) and other plasma
business assets, including Nabi's state-of-the-art plasma protein
production plant and nine FDA-certified plasma collection centers
across the U.S.  The acquisition also includes certain of Nabi's
Corporate Shared Services group assets, the company's Boca Raton,
Florida headquarters and other facilities as well as the
assumption of certain liabilities.

Nabi Biopharmaceuticals is now headquartered in Rockville,
Maryland.

Nabi will retain, on an interim basis pending Biotest's receipt of
certain Florida regulatory approvals and licenses, title to all
Nabi-HB(R) inventory and work-in-progress, and regulatory
oversight and operational authority for the manufacture,
marketing, distribution and sale of Nabi-HB(R).  Upon receipt of
such regulatory approvals, title to Nabi-HB(R) inventory and work-
in- progress, and oversight and authority for the manufacture,
marketing, distribution and sale of Nabi-HB(R) will transfer to
Biotest.  During the interim period prior to receipt of such
approvals, revenues and expenses relating to Nabi-HB(R) sales
shall be attributed to Biotest and Biotest shall indemnify Nabi
for liability arising from post-closing conduct of the Biologics
SBU.

"The completion of this transaction marks a significant milestone
in our strategic alternatives process," Dr. Leslie Hudson, Interim
President and Chief Executive Officer of Nabi, said.  "Nabi is now
focused on building and realizing the significant value of Nabi's
remaining assets including NicVax, our proprietary smoking
cessation vaccine for treatment of nicotine addiction and
prevention of smoking relapse, StaphVax, and our cash and PhosLo
milestone and royalty opportunities."

Headquartered in Rockville, Maryland, Nabi Biopharmaceuticals -
http://www.nabi.com/-- leverages its experience and knowledge in
powering the immune system to develop and market products that
fight serious medical conditions.


NABI BIOPHARMA: Board Approves $65 Mil. Share Repurchase Program
----------------------------------------------------------------
Nabi Biopharmaceuticals' Board of Directors has approved the
repurchase of up to $65 million of the company's outstanding
common shares in the open market or in privately negotiated
transactions.  This share repurchase program includes the
$3.1 million outstanding balance from the $5 million share
repurchase program that the company announced in 2001.

"This repurchase program is the right thing to do for our
shareholders and this is the right time to do it," Dr. Leslie
Hudson, Interim President and Chief Executive Officer of Nabi,
said.  "This is a first step. It not only reflects our continuing
commitment to maximize shareholder value but also demonstrates our
confidence in the value of Nabi's assets after closing the sale of
our biologics strategic business unit.  We will now shift our
primary focus to the various alternatives that we may pursue to
maximize the return of value to our shareholders from our
considerable remaining assets -- which include our NicVAX(R)
(Nicotine Conjugate Vaccine) and StaphVAX(R) (Staphylococcus
aureus Polysaccharide Conjugate Vaccine) clinical programs,
potential PhosLo milestones and royalties, as well as our
significant net cash position.  These future alternatives may
include, but are not limited to, licensing or development
arrangements; joint ventures or strategic alliances; the sale or
merger of all or part of the company; and additional share
repurchase programs or other distributions to our shareholders."

Headquartered in Rockville, Maryland, Nabi Biopharmaceuticals --
http://www.nabi.com/-- leverages its experience and knowledge in
powering the immune system to develop and market products that
fight serious medical conditions.


NABI BIOPHARMA: $185MM Biotest Sale Cues S&P's Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Rockville, Maryland-based Nabi Biopharmaceuticals to stable from
negative, following the sale of its biologics unit to Biotest AG
for $185 million cash.  At the same time, S&P affirmed its 'B-'
corporate credit and senior unsecured ratings on Nabi.

"The ratings on Nabi Biopharmaceuticals reflect the company's
narrow business focus as a niche developer of vaccines, and the
cash requirements to commercialize new products.  These negative
factors are only partly mitigated by the current adequate
liquidity," said Standard & Poor's credit analyst Arthur Wong.

Nabi recently sold its Nabi Biologics division to Germany-based
Biotest AG for $185 million.  The sale of the division, which
includes Nabi's only marketed product--the hepatitis B treatment,
Nabi-HB--as well as the company's plasma production and collection
centers, and Boca Raton headquarters, will leave Nabi with two
vaccines under development and royalty rights to PhosLo, divested
in November 2006 for $65 million, and up to $75 million in future
royalty and milestone payments.

The sale is the latest phase of Nabi's strategic restructuring in
order to focus on the development of its two vaccines, NicVax and
StaphVax.  Proceeds from the sale will be used to fund operations,
provide substantial R&D funding for the two prospects, and fund a
recently announced $65 million share repurchase program.  NicVax,
a vaccine to help stop smoking that currently is in Phase II of
development, has received fast-track approval status from the U.S.
Food & Drug Administration.  In the meantime, Nabi is still
searching for a partner to resume development on StaphVax, a
vaccine to counter staph infection, after development was stalled
in mid-2006 because the drug did not reach its primary endpoints
in a late-stage trial.  Resumption of the trials will be expensive
and the commercial prospects of the drug are uncertain, likely
making finding a development partner difficult.


NEMASKET PARTNERS: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Nemasket Partners, L.L.C.
        93 Main Street
        Kingston, MA 02364

Bankruptcy Case No.: 07-44293

Chapter 11 Petition Date: December 9, 2007

Court: District of Massachusetts (Worcester)

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Arthur F. Borden & Associates, $26,316
Inc.
302 Broadway, Unit 4
Raynham, MA 02767

Bowditch & Dewey, L.L.P.       $22,000
P.O. Box 15156
Worcester, MA 01615

Mike Pantaleo                  $7,500
342 North Main Street
Andover, MA 01810

Town of Middleborough          $5,000

Allen & Major Associates, Inc. $1,245

Robert J. Mather & Associates  $1,000


NEPHROS INC: Sept. 30 Balance Sheet Upside-Down by $5.6 Million
---------------------------------------------------------------
Nephros Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $14.2 million in total assets and $19.8 million in total
liabilities, resulting in a $5.6 million total shareholders'
deficit.

The company reported a net loss of $1.5 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$1.9 million in the third quarter of 2006.

For the quarter ended Sept. 30, 2007, Nephros reported net product
revenues of $112,000, compared with net product revenues of
$165,000 in the corresponding period of 2006, a decrease of 32%.
The decrease is primarily due to decreased sales of the company's
Olpur MDHDF Filter Series product to its customers in the U.K.,
German and Scandinavian markets, down approximately $91,000
collectively.  This decrease was mitigated by an approximate
$38,000 increase in current quarter sales to the company's primary
European distributor.

The decrease in net loss for the three months ended Sept. 30,
2007, was primarily due to the the gain on exchange of debt of
approximately $330,000 which includes a gain on exchange of the
Old Notes of approximately $254,000 and a gain of approximately
$76,000 on the cancellation of the warrants that could have been
issued upon certain prepayments of the Old Notes by the company.
There was no gain or loss on exchange of debt in the three months
ended Sept. 30, 2006.

As of Sept. 30, 2007, Nephros had cash, cash equivalents and
short-term investments of $10,513,000.

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?263c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 20, 2007,
Deloitte & Touche LLP expressed substantial doubt about Nephros
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the years ended Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses and difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations.

                       About Nephros Inc.

Headquartered in New York, Nephros Inc. (Amex: NEP) --
http://www.nephros.com/-- is a medical device company developing
and marketing products designed to improve the quality of life for
the End-Stage Renal Disease patient, while addressing the critical
financial and clinical needs of the care provider.

Nephros also markets a line of water filtration products, the Dual
Stage Ultrafilter.  With an initial focus on health care, the DSU
is in a pilot-use program at a major U.S. medical center and has
been selected for further development by the U.S. Marine Corps.


NEUTRON ENTERPRISES: Posts $2,256,162 Net Loss in Third Quarter
---------------------------------------------------------------
Neutron Enterprises Inc. reported a net loss of $2,256,162 on
revenue of $742,816 for the third quarter ended Sept. 30, 2007,
compared with a net loss of $3,492,782 on revenue of $439,388 in
the corresponding period in 2006.

The $303,428 increase in revenue is due mainly to contributions to
revenue from Stock-Trak, representing approximately 89% of the
overall increase over the prior period.

Stock-based compensation expense for the three months ended
Sept. 30, 2007, decreased to $997,842 from $3,072,444 for the
three months ended Sept. 30, 2006.  The decrease was due mainly to
significant grants of stock options to officers during June and
July of 2006 which, due to the use of the graded vesting
attribution method, resulted in a higher expense in the three
months ended Sept. 30, 2006, than during the comparable period in
2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4,868,089 in total assets, $3,134,377 in total liabilities, and
$1,733,712 in total stockholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1,246,346 in total current assets
available to pay $3,134,377 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?2639

                       Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
Neutron Enterprises 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 dependence upon financing to continue operations and
recurring losses from operations.

                    About Neutron Enterprises

Headquartered in Montreal, Quebec, Canada, Neutron Enterprises
Inc. (OTC BB: NTRN.OB) -- http://www.neutrongroup.com/-- is a
global provider of web-based interactive consumer entertainment,
business & education simulation products and interactive media.
Through its wholly owned subsidiary, Stock-Trak, Neutron targets
the financial services and academic markets with proprietary stock
market simulation and training tools.  Through Wall Street
Survivor, Neutron's consumer division targets online investing,
trading and game enthusiasts with a market leading web 2.0
investment oriented educational simulation and contest web site.


NEW ORLEANS REGIONAL: Auctions Asset on Dec. 17 to Pay GECC Debt
----------------------------------------------------------------
General Electric Capital Corporation will attend a public auction
and may make offers for the asset of New Orleans Regional P.E.T.
Imaging Center LLC, on account of unpaid debt owed to GECC,
secured creditor.

The asset offered for sale consist of rights, title and interest
of the Debtor on its 2001 GE Advance PET Imaging System.

The auction will be held at 9:00 a.m. on Dec. 17, 2007, at:

            Katten Muchin Rosenman LLP
            525 West Monroe Street, 19th Floor
            Chicago, IL 60661

On the sale date, the assets may be offered for sale, with
reserve, and sold to the highest bidder at the conclusion of the
sales, as determined by GECC in its sole and absolute discretion,
on an "as is, where is" basis, without recourse or warranties.

Additional terms and conditions applicable to the sale may be
obtained from GECC's counsel, Peter J. Young, Esq., through (312)
902-5208.

The New Orleans Regional PET Center --
http://www.neworleanspetcenter.com/-- provides doctors with the
technology to conduct diagnosis better through its PET - Positron
Emission Tomography.  They offer services in the fields of
oncology, neurology, and cardiology are some areas in which
patients are benefiting most from PET technology.


NEWPAGE CORP: Earns $16 Million in Third Quarter Ended Sept. 30
---------------------------------------------------------------
NewPage Corporation disclosed its financial results for the third
quarter of 2007.  Net income was $16 million in the third quarter
of 2007 compared to net income of $2 million in the third quarter
of 2006.

Net sales were $545 million in the third quarter of 2007 compared
to $522 million in the third quarter of 2006, an increase of 4.4%.
The increase was driven by favorable coated paper sales volume,
partially offset by a decrease in average coated paper prices and
a decrease in sales of uncoated paper and market pulp.  Coated
paper sales volumes increased from 528,000 tons in the third
quarter of 2006 to 576,000 tons in the third quarter of 2007.
Average coated paper prices decreased from $907 per ton in the
third quarter of 2006 to $884 per ton in the third quarter of
2007.  The company did not take any market-related downtime for
coated paper in the third quarter of 2007 or 2006.

EBITDA was $79 million for the third quarter of 2007 compared to
$70 million for the third quarter of 2006. Significant items in
2006 included an unrealized non-cash loss of $2 million for the
basket option contract.

"With continuing increased input costs, additional industry
capacity was closed during the quarter.  We recently announced two
price increases that we began to realize in the third quarter and
we expect to see additional benefits from these announced
increases in the fourth quarter of 2007," Mark A. Suwyn, chairman
of the board and chief executive officer of NewPage, said.  "We
believe that these effects will be partially offset by continued
low-priced Asian imports as some Asian producers appear to be
trying to circumvent the new antidumping and countervailing duties
imposed on coated freesheet paper imports from China, Indonesia
and South Korea.  We expect that business drivers, such as
continuing capacity rationalization, gross domestic product
growth, lower Canadian and European imports resulting from the
strengthening of the Canadian dollar and Euro relative to the U.S.
dollar, and continued advertising spending, remain favorable to
us."

At Sept. 30, 2007, the company's balance sheet showed total assets
of $1.984 billion and total liabilities of $1.817 billion,
resulting in a stockholders' equity of $167 million.  Equity on
Dec. 31, 2006, was $194 million.

Cash generated from operating activities and availability under
the company's revolving senior secured credit facility are its
principal sources of liquidity.  As of Sept. 30, 2007, the company
had available cash on hand of $66 million.  In addition, there
were no outstanding borrowings under the revolving senior secured
credit facility and, based on availability under the borrowing
base as of that date, the company had $207 million of borrowing
availability under the revolving senior secured credit facility
(after taking into account $42 million of outstanding letters of
credit).

                         About NewPage

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.newpagecorp.com/-- a wholly owned subsidiary of
NewPage Holding Corporation -- is a U.S. producer of coated papers
in North America.  The company produces coated papers in sheets
and rolls with many finishes and weights to offer design
flexibility for a wide array of end uses.  With 4,300 employees,
NewPage operates integrated pulp and paper manufacturing mills
located in Escanaba, Michigan; Luke, Maryland; Rumford, Maine; and
Wickliffe, Kentucky; and a converting and distribution center in
Chillicothe, Ohio.  The mills have a combined annual capacity of
approximately 2.2 million tons of coated paper.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 25, 2007,
Moody's Investors Service placed the ratings of NewPage
Corporation under review for possible downgrade following the
company's announcement that it has signed a definitive agreement
to acquire Stora Enso's paper manufacturing operations in North
America.  Ratings on review for possible downgrade include
corporate Family Rating at B1; Senior Secured Term Loan at Ba2
(LGD 2, 25%); Second Lien Notes at B2 (LGD 5, 73%) and Senior
Subordinated Notes at B3 (LGD 6, 94%).


NEWPAGE CORP: Moody's Rates $1.6 Billion Secured Term Loan at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to NewPage
Corporation's new $1.6 billion senior secured term loan and a B2
rating to the company's new $456 million second lien notes.
Proceeds from the new debt offerings will be used to fund, in
part, the acquisition of Stora Enso North America and retire the
company's existing senior secured term loan facility.  At the same
time, Moody's confirmed NewPage's B1 corporate family rating, the
B2 rating on the company's existing second lien notes, the B3
rating on the company's existing senior subordinated notes, as
well as the company's speculative grade liquidity rating of SGL-2.
The rating action concludes a review initiated on Sept. 21, 2007
in response to the company's announcement that it had signed a
definite agreement to acquire SENA.  The ratings outlook is
negative.

The rating action reflects the cost competitive asset base of
NewPage and the expected strong operating and financial
performance of the combined company after the integration of SENA.
Moody's expects NewPage's market leading position as the largest
producer of coated paper in North America, coupled with the
current favorable supply-demand and pricing industry trends to
generate the margins and cash flow necessary to sustain the B1
corporate family rating.  Coated paper capacity curtailments
announced in mid 2007 by three of NewPage's higher cost
competitors coupled with the reduction in coated paper imports
into North America has produced the current favorable industry
dynamics.

The SGL-2 speculative grade liquidity rating for NewPage reflects
overall good liquidity, given the combined company's expected
strong financial performance, ample availability under its
proposed $500 million revolver, and the expectation that
compliance with financial covenants will not limit access to the
credit facility.

The rating outlook is negative reflecting the company's increased
debt position and the anticipated integration challenges in
achieving the announced synergies.  The outlook also reflects the
concern that the company is increasing its leverage as the US
economy potentially enters a period of slowing growth.

The new $1.6 billion senior secured term loan is guaranteed by
NewPage Holding Corporation, a direct parent of NewPage, and
certain key operating subsidiaries.  With the guarantees being
secured primarily by a first lien on the company's combined fixed
asset, the rating is notched up from the B1 corporate family
rating to Ba2 in accordance with the loss-given-default
methodology.  The new $456 million second lien notes will be
secured by a second priority security interest, ranking pari passu
and sharing the same security as the existing B2 rated second lien
secured notes.  The Ba2 rating on the existing senior secured term
loan will be withdrawn once it is retired.

Downgrades:

Issuer: NewPage Corporation

  -- Senior Secured Regular Bond/Debenture, Downgraded to 75 -
     LGD5 from 73 - LGD5

Upgrades:

Issuer: NewPage Corporation

  -- Senior Subordinated Regular Bond/Debenture, Upgraded to 91
     - LGD6 from 94 - LGD6

Assignments:

Issuer: NewPage Corporation

  -- Senior Secured Bank Credit Facility, Assigned a range of
     27 - LGD2 to Ba2
  -- Senior Secured Regular Bond/Debenture, Assigned a range of
     75 - LGD5 to B2

Outlook Actions:

Issuer: NewPage Corporation

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: NewPage Corporation

  -- Probability of Default Rating, Confirmed at B1
  -- Speculative Grade Liquidity Rating, Confirmed at SGL-2
  -- Corporate Family Rating, Confirmed at B1
  -- Senior Subordinated Regular Bond/Debenture, Confirmed at
     B3
  -- Senior Secured Bank Credit Facility, Confirmed at 25 -
     LGD2
  -- Senior Secured Regular Bond/Debenture, Confirmed at B2

NewPage Corporation, headquartered in Miamisburg, Ohio, is a
leading U.S. producer of coated papers in North America.  The
company currently produces coated papers in sheets and rolls
through four integrated pulp and paper manufacturing mills with a
combined annual capacity of approximately 2.3 million tons.  When
the transaction with Stora Enso closes, NewPage will be the
largest coated paper producer in North America with 12 integrated
pulp and paper manufacturing mills and annual capacity of
approximately 5.5 million tons.


NEWPAGE CORP: S&P Rates Proposed $1.6 Billion Term Loan at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
the proposed $1.6 billion term loan B of NewPage Corp. (B/Stable/-
-), based on preliminary terms and conditions.  The rating, which
is two notches higher than the corporate credit
rating, and the recovery rating indicate that lenders can expect
very high (90%-100%) recovery in the event of a payment default.

At the same time, S&P assigned its 'B-' senior secured debt rating
and '5' recovery rating to NewPage's proposed second-lien
$456 million add-on fixed rate notes, based on preliminary terms
and conditions.  This rating, which is one notch below the
corporate credit rating, and the recovery rating indicate that
lenders can expect modest (10%-30%) recovery in the event of a
payment default.

Standard & Poor's also lowered its ratings on the $225 million
senior secured second-lien floating-rate notes and $350 million
senior secured second-lien fixed-rate notes of NewPage Corp.  The
ratings on both issues were lowered to 'B-' from 'B' and removed
from CreditWatch, where they were placed with negative
implications on Sept. 24, 2007.  The recovery ratings were
revised to '5' from '3'.  The '5' rating indicates the expectation
of modest (10%-30%) recovery in the event of a payment default.

The downgrades reflect the significant planned increase in the
Miamisburg, Ohio-based company's first-priority debt as well as an
increase in senior secured second-lien debt.


Ratings List

Ratings Affirmed

NewPage Corp.
  Corporate Credit Rating         B/Stable/--
  $750 mil first-lien Term Loan   BB-
    Recovery rtg                  1
  Sr Sub Notes                    CCC+

Ratings Lowered
                                  To             From
                                  --             ----
  $225 mil. floating-rate 2nd-lien
     sr scrd nts                  B-             B/Watch Neg
     Recovery rtg                 5              3
  $350 mil. 10% 2nd-lien
     sr scrd nts                  B-             B/Watch Neg
     Recovery rtg                 5              3

Ratings Assigned
  $1.6 bil. term loan B           BB-
  Recovery rtg                    1

  $456 mil. 2nd-lien sr scrd nts  B-
  Recovery rtg                    5


NEWSTAR TRUST: Fitch Affirms 'BB' Rating on $24.372MM Notes
-----------------------------------------------------------
Fitch affirms six classes of notes issued by NewStar Trust 2005-1.
These affirmations are the result of Fitch's review process and
are effective immediately:

  -- $155,982,144 class A-1 notes at 'AAA';
  -- $35,129,842 class A-2 notes at 'AAA';
  -- $18,747,854 class B notes at 'AA';
  -- $39,370,493 class C notes at 'A';
  -- $24,372,210 class D notes at 'BBB';
  -- $24,372,211 class E notes at 'BB'.

NewStar 2005-1 is collateralized debt obligation that closed Aug.
10, 2005 and is managed by NewStar Financial, Inc. which is
currently rated 'CAM2' by Fitch.  Newstar 2005-1 is secured by a
portfolio of 69.1% traditional middle market loans, 18.5% large
middle-market loans, 5.3% structured finance loans, 3.8% broadly
syndicated loans, and 3.3% real estate loans.  The transaction
features a three-year reinvestment period, during which regularly
amortizing principal proceeds are used to purchase new collateral.
Sales of loans are limited to 15% of aggregate outstanding loan
balance per year during the reinvestment period.  Included in this
review, Fitch updated the shadow ratings on all underlying loans
in the portfolio.

These affirmations are the result of the stable credit quality of
the underlying collateral.  Since the last review on June 6, 2006
the transaction continues to remain in compliance with all
collateral quality tests.  According to the most recent Oct. 13,
2007 quarterly summary report, the Fitch weighted average rating
factor has increased to 25.95 ('B+/B') from 24.5 ('B+/B') at the
time of the last review, remaining below its trigger of 33.2
('B/B-').  During this same time period, the weighted average
spread has declined to 4.33% from 4.50% and the weighted average
coupon has remained at 9.4%.  There are currently no charged off
or delinquent loans in the collateral pool.

The rating of the class A-1 and A-2 notes addresses the likelihood
investors will receive full and timely payments of interest, as
well as the stated balance of principal by the legal final
maturity date.  The ratings of the class B, C, D, and E notes
address the likelihood investors will receive ultimate and
compensating interest payments, as well as the stated balance of
principal by the legal final maturity date.


NORTH PARK VILLAGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: North Park Village, L.L.C.
        G.D.C. Real Estate Development
        17625 North Seventh Street, Unit 1016
        c/o Jeff J. Glover, President & C.O.O.
        Phoenix, AZ 85022
        Tel: (602) 231-0910

Bankruptcy Case No.: 07-06618

Type of Business: The Debtor owns and manages apartments.

Chapter 11 Petition Date: December 7, 2007

Court: District of Arizona (Phoenix)

Debtor's Counsel: Mark W. Roth, Esq.
                  Hebert Schenk, P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


NORTHWEST AIR: Won't Complete Midwest Acquisition by January 31
---------------------------------------------------------------
Northwest Airlines Corp., Midwest Air Group Inc. and TPG Capital
have entered into a timing agreement with the U.S. Department of
Justice, under which the parties have agreed that they will not
close the transaction before Jan. 31, 2008, without the DOJ's
concurrence.

Midwest Air Group anticipates that the actual closing will occur
as soon as practicable consistent with the agreement.

The transaction was approved at a special meeting of Midwest
shareholders on October 30.  In addition to anti-trust approvals,
completion of the transaction is subject to satisfaction of
customary closing conditions.

Additionally, Midwest Air Group, parent company of Midwest
Airlines, disclosed that the parties involved in the pending
acquisition of Midwest Air Group by Midwest Air Partners LLC, an
affiliate of TPG Capital, have certified substantial compliance in
response to the request for additional information from the DOJ
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

                     About Midwest Airlines

Midwest Airlines is the subsidiary of Midwest Air Group (AMEX:
MEH)-- http://www.midwestairlines.com/-- features jet service
throughout the United States. Catering to business travelers and
leisure travelers provides passengers with service and onboard
amenities at competitive fares.  Both Skyway Airlines Inc. - a
wholly owned subsidiary of Midwest Airlines - and SkyWest Airlines
Inc. operate as Midwest Connect and offer service to and
connections through Midwest Airlines' hubs.  Together, the
airlines offer service to more than 50 cities.

                       About TPG Capital

Headquartered in Fort Worth, Texas, TPG Capital --
http://www.texaspacificgroup.com/-- also known as Texas Pacific
Group, has staked its claim on the buyout frontier.  The company
does not get involved in the day-to-day operations of the
companies it invests, it usually holds onto an investment.
Notable holdings include Neiman Marcus, Ducati, Lenovo, SunGard
Data Systems, and Aleris International.

                    About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed
$14.4 billion in total assets and $17.9 billion in total debts.
On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an Amended
Plan & Disclosure Statement.  The Court approved the adequacy of
the Debtors' Disclosure Statement on March 26, 2007.  On May 21,
2007, the Court confirmed the Debtors' Plan.  The Plan took effect
May 31, 2007.

                        *     *     *

Moody's Investor Services placed Northwest Airlines Corp.'s long
term corporate family and probability of default ratings at 'B1'
in May 2007.  The ratings still hold to date with a stable
outlook.


OCTANS III: S&P Places Ratings Under Negative CreditWatch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-1, A-2, B, and C notes issued by Octans III CDO Ltd.; and on the
class A-1J notes issued by Rockbound CDO I Ltd. on
CreditWatch with negative implications.

Standard & Poor's notes that Octans III CDO Ltd. triggered an
event of default on Dec. 3, 2007, under section 5.1(h) of the
indenture dated Dec. 6, 2006, when the net outstanding portfolio
balance on such determination date plus the market value swap
account excess as of such determination date was less than the sum
of the remaining unfunded notional amount plus the outstanding
swap counterparty amount plus the aggregate outstanding amount of
the class A notes.  On Nov. 30, 2007, Rockbound CDO I Ltd.
triggered an EOD under section 5.1(h) of the indenture dated July
26, 2007, when the senior
credit test fell below 100%.

When Standard & Poor's receives EOD notices, S&P place all of the
affected note ratings on CreditWatch with negative implications.


            Ratings Placed on Creditwatch Negative

                                          Rating
                                          ------
    Transaction              Class  To                From
    -----------              -----  --                ----
    Octans III CDO Ltd.      A-1    A+/Watch Neg      A+
    Octans III CDO Ltd.      A-2    BBB+/Watch Neg    BBB+
    Octans III CDO Ltd.      B      BB/Watch Neg      BB
    Octans III CDO Ltd.      C      CCC-/Watch Neg    CCC-
    Rockbound CDO I Ltd.     A-1J   AAA/Watch Neg     AAA

                  Other Outstanding Ratings

          Transaction              Class        Rating
          -----------              -----        ------
          Rockbound CDO I Ltd.     A-1S Fund    AAA
          Octans III CDO Ltd.      D            CC
          Octans III CDO Ltd.      E            CC


PASQUAL CASINO: Greater Revenue Cues S&P to Lift Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Valley
Center, California-based San Pasqual Casino Development Group Inc.
The issuer credit rating was raised to 'BB-' from 'B+', and the
rating outlook is stable.  The ratings upgrade follows
greater-than-anticipated revenue and EBITDA growth, while at the
same time, SPCDG is nearing completion of its expansion project.

"The 'BB-' rating reflects SPCDG's good operating performance,
favorable market demographics, and credit measures that are
currently good for the rating," said Standard & Poor's credit
analyst Guido DeAscanis.  "Somewhat offsetting these factors are
the company's narrow business position as an operator of a single
casino, competitive market conditions, and expectations for
incremental debt financing required to fund the recently announced
hotel expansion."

SPCDG does not publicly disclose its financial statements;
however, credit measures are in line with the new rating.  The
company has announced that following the completion of the ongoing
expansion, it will begin a hotel expansion that is expected to
cost $80 million-$100 million.  Notwithstanding
our expectation for an increase in debt and debt leverage, SPCDG's
financial profile provides sufficient cushion to fund the hotel
project at the current rating level.


PATRIOT TAX: Stays Neutral on Peachtree Partners' Tender Offer
--------------------------------------------------------------
Patriot Tax Credit Properties L.P. expresses no opinion and is
neutral with respect to whether or not unit holders should tender
their units in response to an unsolicited tender offer by
Peachtree Partners to purchase up to 4.9% of the 38,125
outstanding limited partnership units of Patriot at a price of $55
per unit, less certain reductions to that purchase price.

As Patriot has disclosed to its unit holders, Patriot is in the
process of liquidating its portfolio of investments in other
limited partnerships.  It is uncertain at this time how much
money, if any, will be realized by Patriot and its unit holders
from the liquidation of Patriot's investments.

Patriot notes that the partnership has made distributions in the
past from the disposition of its investments, but that there can
be no assurances what further dispositions or distributions, if
any, may occur in the future.  Patriot further notes that future
distributions, if any, may be greater or less than the price of
the Offer.

Patriot has not prepared itself or received from any third party
any valuations of its investments.  Accordingly, Patriot takes no
position on whether or not the Offer and its purchase price are
attractive or unattractive to unit holders from an economic point
of view.

Patriot notes, however, that the administrative fee of $150 per
selling investor may substantially reduce the net sales proceeds
received by a selling unit holder.  Patriot further notes that
this $150 "administrative fee" is being charged and received by
the Offeror and not by Patriot itself.  Patriot imposes only a $50
fee for its processing of transfer requests.

In addition, unit holders may also wish to consider these:

   -- First, the offer raises certain questions about its
      potential impact on Patriot's tax status for federal
      income tax purposes.  Patriot is treated, and has since
      its inception been treated, as a partnership and a pass-
      through entity for federal income tax purposes -- a tax
      status that is desirable and beneficial to Patriot and
      its investors.  That beneficial tax status might be lost,
      and Patriot might be taxed as a corporation, if it were
      deemed to be a "publicly traded partnership" within the
      meaning of the Internal Revenue Code and certain
      regulations promulgated by the Internal Revenue Service.
      It is uncertain whether or not the Offer, if consummated,
      might cause Patriot to be deemed a "publicly traded
      partnership" since the offer by itself and/or in
      combination with other transfers of Patriot's units,
      could result in a transfer of more than 2% of the
      interests in Patriot during the year, which might prevent
      it from relying on an Internal Revenue Service "safe
      harbor" protecting against publicly traded partnership
      treatment.  Accordingly, Patriot will only permit units
      to be transferred pursuant to the offer if the general
      partner determines, in its sole discretion, either that
      the cumulative total number of transfers in any tax year
      falls within the safe harbor or that the Offeror has
      provided sufficient assurances and protection to Patriot,
      its partners and unit holders to allow the transfers even
      though the aggregate annual transfers of Patriot units
      may exceed the two percent safe harbor limitation.  Such
      sufficient assurances and protection by the Offeror would
      include providing Patriot with:
      (i) an opinion of counsel that the Offer will not result
          in Patriot being deemed to be a "publicly traded
          partnership" for federal income tax purposes; and
     (ii) an agreement to indemnify Patriot, its partners and
          its unit holders for any loss or liability relating
          to any adverse tax consequences arising from the
          Offer.  This legal opinion and indemnity must be in a
          form and content satisfactory to Patriot and its
          counsel.

   -- Second, the offering materials state that the offeror
      will not purchase more than 4.9% of Patriot's outstanding
      units, including in that 4.9% amount the units already
      owned by the offeror.  The offering materials, however,
      do not state how many units the offeror already owns, so
      it is impossible to determine from those materials how
      many units the offeror is willing to purchase.

    -- Third, unit holders are reminded that any unit holder
       wishing to sell his, her or its units must complete
       Patriot's standard transfer and subscription
       documentation in accordance with Patriot's standard
       practices and procedures.  Among other things, each
       selling unit holder must individually sign each of
       Patriot's required transfer documents.  Pursuant to
       Patriot's practices and procedures, Patriot does not
       accept, and will not accept in connection with the
       offer, signatures by persons other than the selling unit
       holder who purport to act based on a power of attorney
       executed by the unit holder.  Persons who wish to sell
       their units to the offeror should so advise the offeror,
       which will obtain from Patriot, and deliver to the
       selling unit holder, the required standard transfer
       documentation.

Each unit holder should consult with his, her or its own
investment, tax and legal advisors in deciding whether or not to
tender units in response to the offer.

The offeror is not affiliated with Patriot or its general partner.

                     About Patriot Tax Credit

Patriot Tax Credit Properties L.P. is engaged in investing Local
Partnerships Properties.

                         *     *     *

At Sept. 30, 2007, the company's balance sheet showed total assets
of $3,003,609, total liabilities of $3,619,657, resulting to a
total partners' deficit of $616,048.


PETSMART INC: Moody's Withdraws All Ratings for Business Reasons
----------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings on PetSmart,
Inc. for business reasons.  Moody's added that the ratings were
withdrawn because the company has no rated debt outstanding.

These ratings were withdrawn:

Outlook Actions:

Issuer: PetSmart, Inc.

  -- Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

Issuer: PetSmart, Inc.

  -- Corporate Family Rating, Withdrawn, previously rated Ba2

Moody's does not rate the $350 million secured revolving credit
facility.

PetSmart, Inc., with headquarters in Phoenix, Arizona, is the
largest specialty retailer of supplies, food, and services for
household pets.  The company currently operates 992 stores in the
U.S. and Canada.  Revenue for the twelve months ending October 28,
2007 was about $4.5 billion.


PHARMANET DEVELOPMENT: S&P Holds 'B+' Rating and Revises Outlook
----------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Princeton, New Jersey-based contract research organization
PharmaNet Development Group, Inc. to stable from negative.  At the
same time, S&P affirmed its existing ratings on PharmaNet,
including the 'B+' corporate credit rating.

"The outlook revision reflects the company's stabilizing operating
and financial results, following significant challenges
encountered in late-2005," said Standard & Poor's credit analyst
Alain Pelanne.  A new management team has since been put in place,
earnings and revenues have resumed a growth trajectory, and the
company has altered its business mix to reduce its reliance on
early-stage development.  While some uncertainty remains with
respect to outstanding derivatives litigation, an SEC
investigation, and the long-term impact the late-2005 challenges
will have on the company's reputation, the potential for a lower
rating in the next two to three years has been reduced.

S&P's speculative-grade ratings on PharmaNet continue to reflect
the company's position as a growing participant in the global
market for outsourced clinical trial services, the risk of
contract cancellation and turnover, and the volatility of
financial results inherent in the CRO industry.  These risks
outweigh the company's moderate debt burden, large cash balance,
relatively low cost of debt, and fairly strong cash flows.

Although PharmaNet is among the larger CROs, it still has a
relatively small revenue base ($270 million in net revenues in the
nine months ended Sept. 30, 2007) and competes against some larger
companies, including Quintiles Transnational, Pharmaceutical
Product Development Inc., and PRA International.  While no single
customer represents more than 10% of revenues, in 2006, the
company's top 10 clients represented about 40% of revenues.  This
concentration compares favorably to some of its peers, but remains
a risk, because it is not uncommon for contracts to be cancelled
by clients from time to time.

Furthermore, financial results for CROs can be volatile because of
changes in scope, and because some billings are performed before
work has been completed.  While these risks are not specific to
PharmaNet, and affect all CROs, the company's relatively small
size does leave it vulnerable to such developments.


PHILIP GIBA: Case Summary & Ten Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Philip A. Giba, Esq.
        dba Philip A. Giba Farms
        28655 Wagon Road
        Agoura Hills, CA 91301

Bankruptcy Case No.: 07-14813

Chapter 11 Petition Date: December 6, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Stephen L. Burton, Esq.
                  15260 Ventura Boulevard, Suite 640
                  Sherman Oaks, CA 91403
                  Tel: (818) 501-5055
                  Fax: (818) 501-5849

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's Ten Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Venable, L.L.P.                $148,400
2049 Century Park East
Suite 2100
Los Angeles CA 90067

The Dunning Law Firm           $98,640
4545 Murphy Canyon Road,
Suite 200
San Diego CA 92123

Barry Serota and Associates    $19,125
P.O. Box 1008
Arlington Height, IL 60006

Joseph, Steven & Associates    $8,160

Timothy L. Kleier, Esq.        $6,270

Seals & Tenenbaum              $3,400

Nordstrom F.S.B.               $2,178

Bank of the West               $1,321

Lathrop & Gage D.C.            $1,168

Designed Receivable Solution   $203


PLAINS EXPORATION: Change of Control Offers for Pogo's Notes End
----------------------------------------------------------------
Plains Exploration & Production Company disclosed the expiration
of three separate Change of Control Offers to purchase for cash at
101% of principal amount, plus accrued and unpaid interest, any
and all of the outstanding:

   * 7.875% Senior Subordinated Notes due 2013,
   * 6.625% Senior Subordinated Notes due 2015, and
   * 6.875% Senior Subordinated Notes due 2017

(CUSIP Nos. 730448 AV 9, 730448 AR 8 and 730448 AT 4,
respectively) of Pogo Producing Company LLC, a wholly owned
subsidiary of PXP and successor to Pogo Producing Company, which
PXP acquired on Nov. 6, 2007.

The Change of Control Offers expired immediately after 5:00 p.m.,
New York City Time, on Dec. 7, 2007 and were required under the
indentures governing each series of the Notes as a result of PXP's
acquisition of Pogo Producing.  On Nov. 20, 2007, PXP also
reported the results of Pogo's tender offers and consent
solicitations for the Notes, pursuant to which 100% of the 6.625%
Notes and over 99% of each of the 7.875% Notes and 6.875% Notes
were tendered. All of the remaining outstanding 7.875% Notes and
none of the 6.875% Notes were tendered in the Change of Control
Offers which expired Dec. 7, 2007.

                      About Pogo Producing

Headquartered in Houston, Texas, Pogo Producing Company (NYSE:
PPP) -- http://www.pogoproducing.com/-- explores for, develops
and produces oil and natural gas.  Pogo owns approximately
4,000,000 gross leasehold acres in major oil and gas provinces in
North America, 3,119,000 acres in New Zealand and 1,480,000 acres
in Vietnam.

              About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) -- http://www.plainsxp.com/-- is an independent oil
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
rating on independent oil and gas company Plains Exploration &
Production Co., and removed from CreditWatch and withdrew its 'BB'
corporate credit rating on Pogo Producing Co.  The rating actions
followed the announcement earlier of the successful close of PXP's
acquisition of Pogo.


PREMIER PRODUCTS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Premier Products, Inc.
             5260 Lovers Lane
             Portage, MI 49002

Bankruptcy Case No.: 07-09139

Type of Business: The Debtor produces and assembles
                  automotive filters.
                  See: http://www.premierfilters.com/

Chapter 11 Petition Date: December 7, 2007

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: Steven L. Rayman, Esq.
                  Rayman & Stone
                  141 E Michigan Avenue, Suite 301
                  Kalamazoo, MI 49007
                  Tel: (269) 345-5156
                  http://www.raymanstone.com/

Total Assets: $1,843,572

Estimated Debts: $3,882,280

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ko Air Co.                                             $985,168
145-1 Gaegok-Ri
Worlgot-Myun, Kimpo-City
Kyunggy-Do, Korea

F&S Carton Co.                                         $419,324
5265 Kellog Woods Dr. SE
P.O. Box 8606
Grand Rapids, MI 49518-5808

Snelling                                               $328,551
3711 South Westnedge
Kalamazoo, MI 49008

S.A.N. Steel Fab Ltd.                                  $247,485

Ahlstrom Engine Filtration                             $240,000

Adhesive Solutions Inc.                                $116,502

M. Holland Company                                     $102,679

MarChem Corp.                                           $83,638

Michiana Corruged Prod. Co.                             $80,411

BayOne Urethane Systems LLC                             $78,052

Americraft Carton Inc.                                  $76,832

Marvin Ganfi                                            $65,000

Hollingsworth & Vose Co.                                $46,348

Hollingworth & Vose                                     $45,715

Adhesive Equipment Inc.                                 $34,154

Superior Felth & Filtration                             $32,269

Metalex                                                 $27,811

BASF Corp.                                              $20,359

USF Holland                                             $13,561


PYRAMIDS CHILD: Files for Chapter 11 Protection in New York
-----------------------------------------------------------
Pyramids Child Development Center filed for Chapter 11 protection
last week with the U.S. Bankruptcy Court for the Northern District
of New York after nearly five weeks of not paying salary to its
workers, Joe LoTemplio of the PressRepublican.com reports.

The workers had staged a strike against the center's bank,
Champlain National Bank, who froze the institution's assets,
including its ability to issue out paychecks to its workers, said
the PressRublican.  The freeze came as a result of Pyramids being
late on a loan payment.

"It looks like our workers are finally going to get paid, and
that's good news," the PressRepublican quoted Pyramids Executive
Director Melissa Dorsett-Felicelli as saying.

While the Honorable Robert E. Littefield, Jr. gave Pyramids
breathing room by freeing the school to pay its employees, he gave
Pyramids 60 days to rectify any deficiencies in its loan payments.

Dorsett-Felicelli told the PressRepublican that the school had
been trying to get reimbursement from the state for weeks.  These
reimbursements are needed to fund the schools' child educational
services mandated by the state.

                       About Pyramids Child

Based in Morrisonville, New York, Pyramids Child Development
Center -- http://pyramidscdc.org/-- provides child care, early
intervention and education for preschool & special children.

The Debtor and its affiliate, Dorsett-Felicelli, Inc., filed for
Chapter 11 protection on Dec. 5, 2007 (Bankr. N.D. N.Y. Case No.
07-13344 and 07-13345).  Richard L. Weisz, Esq., at Hodgson Russ,
LLP, represents the Debtors in their restructuring efforts.  When
the Center filed for protection from its creditors, it listed
$1,947,021 in total assets and $1,154,664 in total liabilities.
Affiliate Dorsett-Felicelli, Inc. listed total assets of $120,000
and $986,797 in total liabilities.


QUALITY DISTRIBUTION: To Offer $50 Mil. of Senior Floating Notes
----------------------------------------------------------------
Quality Distribution LLC, subsidiary of Quality Distribution Inc.,
and its subsidiary, QD Capital Corporation, intend to offer,
through a private placement, $50 million aggregate principal
amount of Senior Floating Rate Notes due 2012, Series B, subject
to market and other conditions.

The Additional Notes will be in addition to, but not part of the
same series as, the company's outstanding $85 million aggregate
principal amount of Senior Floating Rate Notes due 2012 issued on
Jan. 28, 2005.

Consummation of the Additional Notes offering will occur
concurrently with, and is conditioned upon, consummation of the
acquisition by QDI of Boasso America Corporation, which was
disclosed on Aug. 2, 2007.

The company intends to use the proceeds of the offering, along
with cash on hand, amounts drawn under a new senior secured asset-
based loan revolving facility with a maturity of five and one half
years and a $2.5 million promissory note to

   (i) consummate the acquisition of Boasso;
  (ii) refinance their existing senior secured credit facility;
       and
(iii) pay related fees and expenses.

Upon completion of the Additional Notes offering, the company will
enter into a new senior secured asset-based loan revolving
facility with a maturity of five and one half years with Credit
Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC
and General Electric Capital Corporation.

The ABL Facility will consist of a $195 million current asset
tranche and a $30 million fixed asset tranche, with the total
commitments under the fixed asset tranche to be reduced, and the
total commitments under the current asset tranche correspondingly
increased, by $5 million on each of the second and third
anniversaries of the closing date of the ABL Facility.

It will be used, together with the proceeds from the offering, to
finance a portion of the Boasso acquisition, to repay all
outstanding indebtedness under the company's existing credit
facility and, going forward, for working capital needs and general
corporate purposes, including permitted acquisitions.

                 About Quality Distribution Inc.

Headquartered in Tampa, Florida, Quality Distribution Inc.,
through its subsidiary, Quality Carriers Inc., and through its
affiliates and owner operators, provides bulk transportation and
related services.  QDI also provides tank cleaning services to the
bulk transportation industry through its QualaWash(R) facilities.
QDI is an American Chemistry Council Responsible Care(R) Partner
and is a core carrier for many of the Fortune 500 companies that
are engaged in chemical production and processing.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Standard & Poor's Ratings Services placed its ratings on Quality
Distribution Inc., including the 'B-' corporate credit rating, on
CreditWatch with developing implications.


QUALITY DISTRIBUTION: Boasso Funding Cues Moody's to Hold Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed its Corporate Family and
subordinated debt ratings of Quality Distribution, LLC --
Corporate Family and Probability of Default each of B3 and senior
subordinated of Caa2.  Moody's downgraded the senior unsecured
rating to Caa1.  The outlook is stable.

The affirmations follow Quality's announced plan to fund the
acquisition of Boasso America Corporation ("Boasso", not rated) by
issuing a $50 million add-on to the existing $85 million of Senior
Unsecured Notes due January 2012 and by refinancing the existing
senior secured credit facility ($75 million revolving credit and
$64.4 million term loan B) with a new $225 million asset-backed
revolving credit (not rated).  The downgrade of the senior
unsecured rating results from the application of Moody's Loss
Given Default rating methodology to the post-transaction debt
structure, in which the relative shares of each of senior secured
debt and senior unsecured debt have increased.  Moody's will
withdraw the existing Ba3 senior secured rating upon the closing
of the refinancing.

The B3 rating reflects the higher leverage and weaker coverage of
interest that have returned in 2007, after improvements made
during the stronger market of 2006.  While the tank truck sector
has been less affected by the current weak demand for trucking
services, Quality has been unable to leverage its market leading
position to increase the number of loads to offset margin pressure
from higher costs.  "The all debt funded acquisition of Boasso
will increase pro forma leverage to the mid-six times range, at a
time when economic conditions could weaken demand for bulk
chemicals, extending the time required for Quality to de-lever,"
said Jonathan Root, Moody's High Yield Transportation Analyst.
Moody's also believes that cost pressures could continue at least
over the near term.  The company's market position, low capital
intensity of its affiliate model and expectations of improved free
cash flow generation from Boasso's higher margin ISO tank depot
services support the B3 rating. Liquidity is adequate.

The stable outlook reflects Moody's concern that potentially
weaker demand from North American customers and cost pressures
could hinder the company's efforts to de-lever over the next 12 to
18 months.  Additionally, the positive trend in operating results
that prompted the change in outlook to positive in June 2006 has
waned.  The outlook may be changed to positive or the ratings
upgraded if EBIT to Interest was sustained above 1.5 times and
Debt to EBITDA was sustained below 5.5 times or if free cash flow
to debt remained above 5%.  The ratings or outlook could be
revised downward if EBIT to Interest was sustained below 1.0 time,
if Debt to EBITDA was sustained above 7.0 times or if Quality was
to sustain negative free cash flow such that it was not able to
meet its planned annual debt reduction of about $15 million from
the $440 million expected upon the closing of the Boasso
transaction.

Issuer: Quality Distribution, LLC

Downgrades:

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Caa1 from B3

Assignments:

  -- Senior Unsecured Regular Bond/Debenture, Assigned Caa1, 59
     - LGD4

LGD Assessments:

Issuer: Quality Distribution, LLC

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to 59
     - LGD4 from 52 - LGD4
  -- Senior Subordinated Regular Bond/Debenture, Downgraded to
     88 - LGD5 from 84 - LGD5

Outlook Actions:

  -- Outlook, Changed To Stable From Positive

Quality Distribution, LLC and Quality Distribution, Inc., its
parent holding company, are headquartered in Tampa, Florida.  The
company is a leading transporter of bulk liquid and dry bulk
chemicals.  Apollo Management, L.P. owns approximately 52% of the
common stock of Quality Distribution, Inc.


REAL ESTATE: Submits Schedules of Assets and Liabilities
--------------------------------------------------------
Real Estate Partners Inc. and its debtor-affiliates submitted to
the U.S. Bankruptcy Court for the Central District of California
their schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets      Liabilities
     ----------------              ----------    -----------
     A. Real Property                      $0
     B. Personal Property           1,774,770
     C. Property Claimed as
        Exempt
     D. Creditor Holding                              $6,000
        Secured Claims
     E. Creditors Holding                                  0
        Unsecured Priority
        Claims
     F. Creditors Holding                             33,619
        Unsecured Nonpriority
        Claims
                                   ----------    -----------
        TOTAL                      $1,774,770        $39,619

Based in Irvine, California, Real Estate Partners Inc.,
dba Coldwell Banker Commercial R.E.P. --
http://www.realestatepartnersinc.com/-- is privately funded real
estate investment and management services company specializing in
the acquisition, repositioning, management and disposition of high
growth properties.  The company and seven of its affiliates filed
for chapter 11 protection on Oct. 8, 2007 (Bankr. C.D. Calif. Case
Nos. 07-13239 though 07-13246).  Marc J. Winthrop, Esq., at
Winthrop Couchot, P.A., represents the Debtors.


ROADHOUSE GRILL: Wants Unexpired Non-Residential Lease Rejected
---------------------------------------------------------------
Roadhouse Grill Inc. and its debtor-affiliate, R.H.G. Acquisition
Corp., ask authority from the U.S. Bankruptcy Court for the
Southern District of Florida to:

   (i) reject the unexpired lease of nonresidential real property
       located at 2703-A Gateway Drive, Pompano Beach, Broward
       County, Florida including all amendments, modifications or
       subleases and any guaranties,

  (ii) deduct any and all rent paid by subtenant TRF Systems,
       Inc., dba VisualTour, directly to landlord Broward
       Headquarters Group, LLC, from the administrative
       claim and arrearage amount owed by Debtor to landlord, and

(iii) to abandon any equipment, furniture, or fixtures located
       at the Gateway Drive premises.

The Debtors have vacated and surrendered possession of the
premises to the landlord and turned over the keys as of Nov. 16,
2007.  The Debtors seek rejection of the lease and abandonment of
the personal property to reduce administrative claims for rent and
related charges for the period subsequent to the surrender of the
premises.  The estimated annual cost of the lease to be rejected
is approximately $346,020.

If the rejection of the lease will be approved by the Court, the
Debtors said they will be relieved from paying the rent, as well
as other costs including taxes, utilities, water, sewer, insurance
costs, operating expenses and other future related costs
associated with the lease.

According to the Debtors, the resulting savings from the rejection
of the lease will enable them to increase future cash flow and
assist the Debtor in managing their estate.

The Debtors tell the Court that the personal property at the
leased premises as the personal property has no value and the cost
for removal and storage of same is burdensome and does not prove
to be fruitful to the estate.  Additionally, the abandoned
personal property is no longer necessary for the operation of the
Debtors' business.

The Debtors believe that the rejection of the lease, and any
guarantees, and the abandonment of the personal property, is in
the best interest of the estate, creditors and other parties in
interest.

Headquartered in Palm Beach, Florida, Roadhouse Grill, Inc. --
http://www.roadhousegrill.com/-- owned 57 restaurants and
franchised 12 branches to five other companies.  The company and
its affiliate, R.H.G. Acquisition Corp., filed for chapter 11
protection on Oct. 8, 2007 (Bankr. S.D. Fla. Case Nos. 07-18410
and 07-18414).  The Debtors are represented by Kelley & Fulton
P.A.  Paul J. Battista, Esq., and Genovese, Joblove, and Battista,
P.A., serve as counsel to the Official Committee of Unsecured
Creditors.  According to the Debtors' schedules, it listed total
assets of $5,209,124 and total liabilities of $21,671,484.


SAGITTARIUS CDO: Terminated Facility Cues Moody's to Cut Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
notes issued by Sagittarius CDO I Ltd.  The downgrades follow
notice from the trustee that the liquidity provider has terminated
the liquidity facility because the senior par value coverage ratio
fell below 110%.  The issuance amount of the downgraded notes from
this collateralized debt obligation is $985.00 million.

In Standard & Poor's view, the transaction's inability to draw
funds under the liquidity facility may expose the CDO to market
value risk on the underlying assets in the collateral pool because
the balance of cash available to make credit default swap
protection payments is limited.  If Sagittarius CDO I Ltd. is
unable to make the payments required under the CDS agreements, it
will have to liquidate cash assets in the portfolio to the extent
needed to fulfill its obligations.

Therefore, the rating actions reflect the possibility that the
collateral in the CDO could be liquidated at depressed prices.
These rating actions are more severe than those that S&P would
have taken if the liquidity facility were still available.

Sagittarius CDO I Ltd. is a hybrid CDO of asset-backed securities
transaction collateralized in part by mezzanine classes of first-
lien subprime residential mortgage-backed securities transactions.
It was originated in March of 2007.  Structured Asset Investors is
the investment manager for the transaction.  Standard & Poor's
noted that the transaction experienced an event of default on
Nov. 6, 2007.


       Ratings Lowered and Placed on Creditwatch Negative

                     Sagittarius CDO I Ltd

                                    Rating
                                    ------
           Class         To                      From
           -----         --                      ----
           Senior swap   BB/Watch Neg            AAA
           S             BB/Watch Neg            AAA

     Ratings Lowered and Remaining on Creditwatch Negative

                                   Rating
                                   ------
           Class         To                      From
           -----         --                      ----
           A             CCC-/Watch Neg          AAA/Watch Neg
           B             CCC-/Watch Neg          AA/Watch Neg

      Ratings Lowered and Removed from Creditwatch Negative

                                   Rating
                                   ------
           Class         To                      From
           -----         --                      ----
           C             CC                      A/Watch Neg
           D-1           CC                      BBB+/Watch Neg
           D-2           CC                      BBB/Watch Neg
           D-3           CC                      BBB-/Watch Neg
           E             CC                      BBB-/Watch Neg
           X             CC                      BBB-/Watch Neg


SALANDER-O'REILLY: Sotheby's Withdraws Offer to Auction Art Pieces
------------------------------------------------------------------
Sotheby's Inc. last week withdrew its request to sell artworks
in which Salander-O'Reilly Galleries LLC has an interest
after allegations that the gallery didn't own the art to be
sold broke out, the Associated Press reports.

As previously reported in the Troubled Company Reporter, Sotheby's
said that it was interested in selling 29 artwork valued at around
$2,240,000, and expected an auction for Jan. 28, 2008.

According to the AP, Harold A. Olsen, Esq., attorney for
Sotheby's, filed a notice with the U.S. Bankruptcy Court for the
Southern District of New York saying that it was withdrawing its
plan to sell the Debtor's artwork.  The notice didn't say why
Sotheby's was withdrawing its offer, the AP adds.

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SALLY HOLDINGS: Moody's Affirms B2 Rating and Changes Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Sally Holdings, LLC, and changed the outlook to negative from
stable.  The speculative grade liquidity rating was downgraded to
SGL-3 from SGL-2, and the $430 million senior unsecured notes were
downgraded to B3 from B2.

The change in outlook to negative reflects Moody's concern that
the company is not reducing leverage as quickly as anticipated,
which was a key assumption in the original assignment of the B2
rating.

The B2 corporate family rating reflects Sally's marginal credit
metrics for the rating category, as well as its leading position
in both the retail and wholesale segments of the hair care supply
market.  The rating also reflects the expectation that the company
will continue to replace the cash flows it lost when one of its
prior key vendors -- L'Oreal reduced its relationship with Sally's
wholesale segment, effectively compete with L'Oreal in certain
markets.  It also assumes that Sally's financial policy will
remain balanced from a shareholder return perspective.  The
negative outlook reflects Moody's concern that the company may not
deleverage as quickly as forecast at the time of its acquisition
by affiliates of Clayton, Dubilier & Rice.  "Continued progress
towards debt/EBITDA in the 6.5 times range was a key factor in the
original rating decision, and remains so, " stated Moody's Senior
Analyst Charlie O'Shea.  "In the event deleveraging to this level
does not occur during 2008, further negative rating pressure would
build".

The downgrade to B3 of the $430 million in senior unsecured
guaranteed notes results from a re-application of Moody's Loss
Given Default Methodology recognizing that the $1.07 billion in
secured term loans are in a superior position due to their
collateralized nature, which results in a higher recovery rate and
depresses the recovery rate for the unsecured notes.

The downgrade to SGL-3 of the speculative grade liquidity rating
reflects Moody's expectation that the company will maintain
adequate liquidity, and will likely need to draw on its revolving
credit facility to fund cash flow requirements.  Moody's expects
that Sally will not generate internal cash flow over the next 12
months as strong as it has in the past with working capital
turning to a use rather than a source, as was the case in 2007.

Rating actions taken include:

Ratings affirmed:

  -- Corporate family rating and at B2;
  -- Probability of default rating at B2;
  -- Bank revolving credit facility at Ba2 (LGD 1, 10%);
  -- Senior secured term loans at B2 (LGD 3, 47%), and
  -- Subordinated notes at Caa1 (LGD 6, 93%).

Ratings downgraded:

  -- Senior unsecured notes to B3 (LGD 4, 59%) from B2, and
  -- Speculative grade liquidity rating to SGL-3 from SGL-2.

Sally Beauty Holdings, Inc., through its subsidiary Sally
Holdings, LLC, headquartered in Denton, Texas, is a leading
national retailer and distributor of beauty supplies with
operations under its Sally Beauty Supply and Beauty Systems Group
businesses.  Through the Sally Beauty Supply and Beauty Systems
Group subsidiaries, the company sells and distributes beauty
supplies through over 3,500 stores, including approximately 200
franchised units, in the United States, the United Kingdom,
Canada, Puerto Rico, Mexico, Japan, Ireland, Spain and Germany.
In addition, Sally Beauty just recently launched an e-commerce
site.  For the fiscal year ended September 30, 2007, Sally's
revenues exceeded $2.5 billion.


SARM: Fitch Lowers Ratings on $149.6 Million Certificates
---------------------------------------------------------
Fitch Ratings has taken these rating actions on 17 SARM mortgage
pass-through certificates.  Affirmations total $6.3 billion and
downgrades total $149.6 million.  In addition, approximately $63.4
million are placed on Ratings Watch Negative.

SARM 2006-2 Group 1
  -- Class A affirmed at 'AAA';
  -- Class B1-I is rated 'AA', and is placed on Rating Watch
     Negative;
  -- Class B2-I downgraded to 'A-' from 'A';
  -- Class B3-I downgraded to 'B+' from 'BBB', and removed from
     Rating Watch Negative;
  -- Class B4-I downgraded to 'B' from 'BB';
  -- Class B5-I downgraded to 'C/DR4' from 'B';
  -- Class B6-I remains at 'C/DR5'.

SARM 2006-2 Group 2
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA';
  -- Class B2-II downgraded to 'A-' from 'A';
  -- Class B3-II downgraded to 'BB' from 'BBB', and removed
     from Rating Watch Negative;
  -- Class B4-II downgraded to 'B' from 'BB';
  -- Class B5-II downgraded to 'C/DR4' from 'B';
  -- Class B6-II remains at 'C/DR5'.

SARM 2006-3 Group 1
  -- Class A affirmed at 'AAA';
  -- Class B1-I affirmed at 'AA';
  -- Class B2-I downgraded to 'A-' from 'A';
  -- Class B3-I downgraded to 'BB' from 'BBB';
  -- Class B4-I downgraded to 'B' from 'BB+';
  -- Class B5-I downgraded to 'C/DR4' from 'B+';
  -- Class B6-I remains at 'C', and the DR rating is revised to
'DR5' from 'DR4'.

SARM 2006-3 Group 2
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA';
  -- Class B2-II affirmed at 'A';
  -- Class B3-II affirmed at 'BBB';
  -- Class B4-II affirmed at 'BBB-';
  -- Class B5-II downgraded to 'B' from 'BB-';
  -- Class B6-II downgraded to 'C/DR4' from 'CC/DR3'.

SARM 2006-4 Group 1
  -- Class A affirmed at 'AAA';
  -- Class B1-I rated 'AA', is placed on Rating Watch Negative;
  -- Class B2-I downgraded to 'A-' from 'A';
  -- Class B3-I downgraded to 'BB-' from 'BBB' and removed from
     Rating Watch Negative;
  -- Class B4-I downgraded to 'B' from 'BB';
  -- Class B5-I downgraded to 'C/DR4' from 'B';
  -- Class B6-I remains at 'C/DR5'.

SARM 2006-4 Group 2
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA+';
  -- Class B5-II downgraded to 'BBB-' from 'BBB';
  -- Class B6-II downgraded to 'BB' from 'BBB-', and is removed
     from Rating Watch Negative;
  -- Class B7-II downgraded to 'B' from 'B+';
  -- Class B8-II remains at 'C', and the DR rating is revised
     to 'DR5' from 'DR4'.

SARM 2006-5 Group 1
  -- Class A affirmed at 'AAA';
  -- Class B1-I downgraded to 'A+' from 'AA-';
  -- Class B2-I downgraded to 'BBB-' from 'BBB+' and placed on
     Rating Watch Negative;
  -- Class B3-I downgraded to 'B' from 'B+' and remains on
     Rating Watch Negative;
  -- Class B4-I downgraded to 'C/DR5' from 'B' and removed from
     Rating Watch Negative;
  -- Class B5-I remains at 'C/DR5';
  -- Class B6-I remains at 'C', and the DR rating is revised to
     'DR6' from 'DR5'.

SARM 2006-5 Group 2
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA+';
  -- Class B2-II affirmed at 'AA';
  -- Class B3-II downgraded to 'AA-' from 'AA';
  -- Class B4-II downgraded to 'BBB+' from 'A';
  -- Class B5-II downgraded to 'BB' from 'BBB' and placed on
     Rating Watch Negative;
  -- Class B6-II downgraded to 'B' from 'BBB-' and remains on
     Rating Watch Negative;
  -- Class B7-II downgraded to 'C/DR4' from 'BB-';
  -- Class B8-II remains at 'C' and the DR rating is revised to
     'DR5' from 'DR4';

SARM 2006-6 Group 1
  -- Class A affirmed at 'AAA';
  -- Class B1-I downgraded to 'A+' from 'AA';
  -- Class B2-I downgraded to 'BBB-' from 'A', and placed on
     Rating Watch negative;
  -- Class B3-I downgraded to 'CC/DR3' from 'BBB';
  -- Class B4-I downgraded to 'C/DR5' from 'BB-'.

SARM 2006-6 Group 2
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA+';
  -- Class B2-II affirmed at 'AA';
  -- Class B3-II affirmed at 'AA-';
  -- Class B4-II downgraded to 'A-' from 'A';
  -- Class B5-II downgraded to 'BB+' from 'BBB' and removed
     from Rating Watch Negative;
  -- Class B6-II downgraded to 'BB' from 'BB+';
  -- Class B7-II downgraded to 'B' from 'B+', and placed on
     Rating Watch negative;
  -- Class B8-II remains at 'C', and the DR rating is revised
     to 'DR5' from 'DR4'.

SARM 2006-7 Group 1
  -- Class A affirmed at 'AAA';
  -- Class B1-I affirmed at 'AA';
  -- Class B2-I affirmed at 'A';
  -- Class B3-I downgraded to 'BB' from 'BBB', and removed from
     Rating Watch Negative;
  -- Class B4-I rated 'B', is placed on Rating Watch Negative;
  -- Class B5-I remains at 'C/DR5'.

SARM 2006-7 Group 2
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA';
  -- Class B2-II downgraded to 'BBB' from 'A';
  -- Class B3-II downgraded to 'BB-' from 'BBB', and remains on
     Rating Watch Negative;
  -- Class B4-II downgraded to 'C/DR4' from 'B';
  -- Class B5-II remains at 'C', and the DR rating is revised
     to 'DR5' from 'DR4'.

SARM 2006-8 Group 1
  -- Class A affirmed at 'AAA';
  -- Class B1-I affirmed at 'AA';
  -- Class B2-I affirmed at 'A';
  -- Class B3-I affirmed at 'BBB';
  -- Class B4-I affirmed at 'BBB-';
  -- Class B5-I affirmed at 'BB';
  -- Class B6-I is rated 'B', and is placed on Rating Watch
     Negative.

SARM 2006-8 Group 2
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA';
  -- Class B2-II affirmed at 'AA';
  -- Class B3-II affirmed at 'A';
  -- Class B4-II downgraded to 'BBB-' from 'BBB';
  -- Class B5-II downgraded to 'BB+' from 'BBB-';
  -- Class B6-II downgraded to 'B' from 'BB';
  -- Class B7-II downgraded to 'C/DR4' from 'B';

SARM 2006-10 Group 1
  -- Class A affirmed at 'AAA';
  -- Class B1-I affirmed at 'AA';
  -- Class B2-I affirmed at 'A';
  -- Class B3-I rated 'BBB', is placed on Rating Watch
     negative;
  -- Class B4-I downgraded to 'B' from 'BB';
  -- Class B5-I downgraded to 'C/DR4' from 'B'.

SARM 2006-10 Group 2
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA';
  -- Class B2-II affirmed at 'A';
  -- Class B3-II rated 'BBB', is placed on Rating Watch
     Negative;
  -- Class B4-II downgraded to 'B' from 'BB';
  -- Class B5-II downgraded to 'C/DR4' from 'B';

SARM 2006-12 Group 2
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA';
  -- Class B2-II downgraded to 'A-' from 'A';
  -- Class B3-II downgraded to 'BB' from 'BBB';
  -- Class B4-II downgraded to 'B' from 'BB', and removed from
     Rating Watch Negative;
  -- Class B5-II downgraded to 'C/DR5' from 'B', and removed
     from Rating Watch Negative.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$6.3 billion in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $149.6 million in outstanding
certificates.  In addition, approximately $63.4 million is placed
on Rating Watch Negative.

The collateral in the transactions consists of adjustable rate and
hybrid adjustable rate loans extended to Alt-A borrowers. Aurora
Loan Services Inc., rated 'RMS1-' by Fitch, is the master servicer
for all transactions.

The pools are seasoned in a range of 12 to 24 months.  The pool
factors (current principal balance as a percentage of original)
range from 75% (series 2006-3 Group 1) to 90% (series 2006-12
Group 2).

For 2006-2 Group 1, the loans in 90+ delinquency at 20 months
seasoning as a percentage of the current pool balance is 4.54%.
The CE of the B2-I, B3-I, B4-I, B5-I and B6-I classes are 2.47%,
1.52%, 1.33%, 0.89% and 0.38% respectively.  For 2006-2 Group 2,
the amount of loans in 90+ at 20 months seasoning as a percentage
of the current pool balance is 4.09%.  The CE of the B2-II, B3-II,
B4-II, B5-II and B6-II classes are 2.85%, 1.66%, 1.39%, 0.93% and
0.33% respectively.

For 2006-3 Group 1, the loans in 90+ delinquency at 19 months
seasoning as a percentage of the current pool balance is 5.74%.
The CE of the B2-I, B3-I, B4-I, B5-I and B6-I classes are 2.92%,
1.78%, 1.51%, 0.98% and 0.38% respectively.  For 2006-3 Group 2,
the amount of loans in 90+ at 19 months seasoning as a percentage
of the current pool balance is 0.40%.  The CE of the B5-II and B6-
II classes are 0.88% and 0.36% respectively.

For 2006-4 Group 1, the loans in 90+ delinquency at 18 months
seasoning as a percentage of the current pool balance is 5.55%.
The CE of the B2-I, B3-I, B4-I, B5-I and B6-I classes are 2.72%,
1.70%, 1.44%, 0.99% and 0.47% respectively.  For 2006-4 Group 2,
the amount of loans in 90+ at 18 months seasoning as a percentage
of the current pool balance is 1.69%.  The CE of the B5-II, B6-II,
B7-II and B8-II classes are 1.16%, 0.93%, 0.63% and 0.28%
respectively.

For 2006-5 Group 1, the loans in 90+ delinquency at 17 months
seasoning as a percentage of the current pool balance is 9.31%.
The CE of the B1-I, B2-I, B3-I, B4-I, B5-I and B6-I classes are
4.64%, 3.04%, 1.82%, 1.56%, 1.05 and 0.41% respectively.  For
2006-5 Group 2, the amount of loans in 90+ at 17 months seasoning
as a percentage of the current pool balance is 2.62%.  The CE of
the B3-II, B4-II, B5-II, B6-II, B7-II and B8-II classes are 2.73%,
1.79%, 1.09%, 0.91%, 0.62% and 0.27% respectively.

For 2006-6 Group 1, the loans in 90+ delinquency at 16 months
seasoning as a percentage of the current pool balance is 10.43%.
The CE of the B1-I, B2-I, B3-I, B4-I and B5-I classes are 5.51%,
3.68%, 2.33%, 1.41% and 0.68% respectively.  For 2006-6 Group 2,
the amount of loans in 90+ at 16 months seasoning as a percentage
of the current pool balance is 2.61%.  The CE of the B4-II, B5-II,
B6-II, B7-II and B8-II classes are 2.10%, 1.32%, 1.14%, 0.78% and
0.36% respectively.

For 2006-7 Group 1, the loans in 90+ delinquency at 15 months
seasoning as a percentage of the current pool balance is 4.15%.
The CE of the B3-I, B4-I and B5-I classes are 1.56%, 0.94% and
0.37% respectively.  For 2006-7 Group 2, the amount of loans in
90+ at 15 months seasoning as a percentage of the current pool
balance is 4.41%.  The CE of the B2-II, B3-II, B4-II and B5-II
classes are 2.44%, 1.52%, 0.91% and 0.43% respectively.

For 2006-8 Group 1, the loans in 90+ delinquency at 14 months
seasoning as a percentage of the current pool balance is 1.21%.
The CE of the B6-I class is 0.37%.  For 2006-8 Group 2, the amount
of loans in 90+ at 14 months seasoning as a percentage of the
current pool balance is 1.12%.  The CE of the B4-II, B5-II, B6-II
and B7-II classes are 1.19%, 1.00%, 0.69% and 0.26% respectively.

For 2006-10 Group 1, the loans in 90+ delinquency at 12 months
seasoning as a percentage of the current pool balance is 1.19%.
The CE of the B3-I, B4-I and B5-I classes are 1.27%, 0.79% and
0.36% respectively.  For 2006-2 Group 2, the amount of loans in
90+ at 12 months seasoning as a percentage of the current pool
balance is 2.15%.  The CE of the B3-II, B4-II and B5-II classes
are 1.51%, 0.91% and 0.42% respectively.

For 2006-12 Group 2, the loans in 90+ delinquency at 11 months
seasoning as a percentage of the current pool balance is 3.17%.
The CE of the B2-I, B3-I, B4-I and B5-I classes are 2.32%, 1.44%,
0.88% and 0.39% respectively.


SASCO MORTGAGE: S&P Junks Rating on Class B Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B mortgage pass-through certificates from SASCO Mortgage Loan
Trust 2004-GEL2 to 'CCC' from 'BB+'.  At the same time, S&P
affirmed its ratings on the six other classes from the
transaction.

The downgrade reflects the continued erosion of
overcollateralization, as monthly net losses consistently outpace
monthly excess interest.  As a result, O/C is currently 1.02% of
the transaction's original pool balance, well below its target of
2.15%.  In addition, total delinquencies are
approximately 17% of the outstanding pool balance, and severe
delinquencies represent roughly 9.90%.  Additionally, the
transaction has incurred cumulative realized losses totaling
approximately 3.83% of the original pool balance.  The transaction
is 39 months seasoned and has paid down to approximately 27.31% of
its original size.

The affirmations are based on credit support percentages that are
sufficient for the current ratings.  Credit support is provided by
subordination, O/C, and excess spread.

At origination, the collateral for this transaction consisted of
conventional, first- and second-lien, adjustable- and fixed-rate
fully amortizing and balloon residential mortgage loans.

                         Rating Lowered

              SASCO Mortgage Loan Trust 2004-GEL2
               Mortgage pass-through certificates

                                  Rating
                                  ------
                   Class        To      From
                   -----        --      ----
                   B            CCC     BB+

                       Ratings Affirmed

              SASCO Mortgage Loan Trust 2004-GEL2
              Mortgage pass-through certificates

                Class                   Rating
                -----                   ------
                A1, A2                  AAA
                M1                      AA
                M2                      A
                M3                      BBB+
                M4                      BBB


SCOTIABANK SUD: Moody's Withdraws All Ratings at Issuer's Request
-----------------------------------------------------------------
Moody's Investors Service has withdrawn all of its ratings for
Scotiabank Sud Americano for business reasons and at the issuer's
request.

The bank has no rated foreign currency debt outstanding.

These ratings were withdrawn:
  -- Long Term Foreign Currency Deposits: A2, stable outlook
  -- Short Term Foreign Currency Deposits: Prime-1
  -- Long Term Local Currency Deposits: A2, positive outlook
  -- Bank Financial Strength: D+, positive outlook
  -- Local Currency Senior Debt: A2, positive outlook
  -- Local Currency Subordinated Debt: A3, positive outlook


SEAN EUGENE O'CARROLL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Sean Eugene O'Carroll
        aka Sean E. O'Carroll
        aka Sean O'Carroll
        Janis Lee O'carroll
        7638 East Cholla Drive
        Scottsdale, AZ 85260

Bankruptcy Case No.: 07-06616

Chapter 11 Petition Date: December 7, 2007

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Hebert Schenk, P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

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


SEARS ROEBUCK: S&P Cuts Rating on $60.19MM Certs. to BB from BB+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the Sears
Roebuck Acceptance Corp. debenture-backed certificates from the
$60,192,000 SATURNS Trust No. 2003-1 to 'BB' from 'BB+'.

The rating action reflects the Dec. 5, 2007, lowering of the
rating on the underlying securities, the 7.00% notes due June 1,
2032, issued by Sears Roebuck Acceptance Corp., a subsidiary of
Sears Holdings Corp. ('BB/Stable').

SATURNS Trust No. 2003-1 is a pass-through transaction, the
ratings on which are based solely on the rating assigned to the
underlying collateral, the 7.00% notes from Sears Roebuck
Acceptance Corp.


SMART ENERGY: Posts $1,705,949 Net Loss in Third Quarter
--------------------------------------------------------
Smart Energy Solutions Inc. reported a net loss of $1,705,949 on
revenues of $258,475 for the third quarter ended Sept. 30, 2007,
compared with a net loss of $986,061 on revenues of $289,067 in
the corresponding period ended Sept. 30, 2006.

The decline in sales of the company's Battery Brain product was
the result of the company's efforts to complete its new
manufacturing facility in China.

The company's total operating expenses for the three months ended
Sept. 30, 2007, were $1,682,548.  Operating expenses for the three
months ended Sept. 30, 2006, were $1,155,300.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2,118,130 in total assets, $1,600,824 in total liabilities, and
$517,306 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?2634

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2007,
Chisholm Bierwolf & Nilson LLC, in Bountiful, Utah, expressed
substantial doubt about Smart Energy Solutions 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 substantial
losses from operations and limited sales of its product.

                        About Smart Energy

Headquartered in Pompton Plains, N.J., Smart Energy Solutions Inc.
(OTC BB: SMGY.OB) -- http://www.smgy.net/  -- is the sole owner
of the Battery Brain line of vehicle accessory products.  Battery
Brain is an automotive accessory product that easily installs onto
the battery of a regular or custom car, truck, SUV, van, or RV.
It uses unique electronic technology to ensure the battery always
maintains enough power to start the engine.

The company also operates out of Zhuhai, China, and Petach Tikva,
Israel.


SOUTHAVEN POWER: Court Extends Plan Filing Period to January 15
---------------------------------------------------------------
The United States Bankruptcy Court for the Western District
of North Carolina further extended Southaven Power LLC's
exclusive periods to:

   a. file a Chapter 11 plan until Jan. 15, 2008; and

   b. solicit acceptances of that plan until March 17, 2008.

As reported in the Troubled Company Reporter on Nov. 8, 2007, the
Debtor said that this is its eighth request for further extension
of its exclusive periods.

The Debtor told the Court that it continue to dispute certain
open issues with NEGT Energy Trading - Power L.P., including:

  a) expected amounts and timing for distributions on the Debtor's
     claim against NEGT Energy Trading - Power L.P., and

  b) the proper calculation of interest on any subordinated debt
     claim that NEGT Energy Trading - Power L.P. has asserted
     against the Debtor.

Additionally, the Debtor told the Court that it will still
require a reasonable period of time to conclude the sale of the
Plant, and until the amounts that the Debtor will receive in
connection with the NEGT Energy Trading - Power L.P. Final Award
and the sale of the Plant are conclusively determined, the Debtor
will be unable to accurately prject the amount of assets available
to the estate to satisfy its obligations.

                    About Southaven Power LLC

Headquartered in Charlotte, North Carolina, Southaven Power LLC
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power L.P, now known as
NEGT Energy Trading - Power L.P.  No official committee of
unsecured creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts of more than $100 million.


SPX CORP: Considers Offering $500 Mil. of Senior Unsecured Notes
----------------------------------------------------------------
SPX Corporation intends to offer $500 million in aggregate
principal amount of senior unsecured notes due in 2014 in a
private placement, subject to market and other conditions.

SPX expects the offering will be completed in December 2007. The
issuance of the notes will be subject to customary closing
conditions.

SPX intends to use the net proceeds from the offering for general
corporate purposes, which may include the financing of SPX's
acquisition of APV, a manufacturer of process equipment and
engineering solutions primarily for the sanitary market.  APV is a
division of Invensys PLC, an international industrial
automation, transportation and controls group located in London.

                         About SPX Corp

Headquartered in Charlotte, North Carolina, SPX Corporation
(NYSE:SPW) -- http://www.spx.com/-- is a multi-industry
manufacturing company.  It provides flow technology, test and
measurement products and services, thermal equipment and services,
and industrial products and services.  Its infrastructure-related
products and services include wet and dry cooling systems, thermal
service and repair work, heat exchangers and power transformers
into the global power market. It has four business segments: Flow
Technology, Test and Measurement, and Thermal Equipment and
Services, and Industrial Products and Services.


SPX CORP: Fitch Rates Planned $500MM Sr. Unsecured Notes at BB+
---------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB+' to SPX
Corporation's planned $500 million of senior unsecured 7-year
private placement notes.  The notes will be used for general
corporate purposes, including financing the previously announced
acquisition of APV.

SPX's existing ratings are:

  -- Issuer Default Rating 'BB+';
  -- Senior secured bank debt 'BB+';
  -- Senior unsecured debt 'BB+'.

At Sept. 30, 2007 SPX had approximately $1.2 billion of debt
outstanding.  The Rating Outlook is Stable.

Following SPX's announcement on Oct. 31, 2007 of its agreement to
acquire APV, Fitch changed SPX's rating Outlook to Stable from
Positive.  The change reflected the expected temporary increase in
SPX's leverage following the acquisition.  As a result, while
Fitch continues to anticipate improvements in SPX's operations and
cash flow, the current ratings represent an appropriate view of
the company's credit profile.  SPX is maintaining its long-term
leverage target for gross debt/EBITDA at 1.5 times to 2x, as
defined in its bank agreement.  The company plans to reduce gross
debt/EBITDA to 2x or less by early 2009, which Fitch believes is
achievable given the company's solid operating results and
expected benefits from the integration of APV.

The ratings also incorporate SPX's diverse business portfolio, its
ongoing implementation of comprehensive and more effective
business practices across the company, and solid demand in many of
its infrastructure and energy markets.  SPX has been focused on
developing its key markets, and the APV acquisition is consistent
with this strategy.  Rating concerns include integration risk
related to acquisitions, competitive end-markets, and challenging
conditions in the Test & Measurement segment which is exposed to
weak demand from North American automotive customers.  Additional
acquisitions could pressure SPX's ratings.

Liquidity at Sept. 30, 2007 consisted of $283 million of cash and
$207 million of availability under SPX's credit facility.  The
company's $2.3 billion bank credit facility includes
$600 million of revolving credit facilities, a $750 million term
loan, and a $950 million foreign letter of credit facility.  The
bank facility is secured by capital stock, and would become
secured by substantially all assets if credit ratings on the
facilities were to fall to certain levels as defined in the bank
agreement.


SPX CORP: S&P Rates $500 Million Sr. Unsecured Notes at BB
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' senior
unsecured debt rating to SPX Corp.'s proposed $500 million senior
unsecured notes due in 2014.  At the same time, Standard & Poor's
affirmed its 'BB+' corporate credit rating on the
company.  The outlook is stable.

"The company will use the proceeds from the new debt offering
primarily to fund the announced acquisition of APV, a global
manufacturer of process equipment and engineered solutions," said
Standard & Poor's credit analyst Sarah Wyeth.  SPX will fold APV,
which primarily serves the sanitary market, into its flow
technology segment.

The speculative-grade ratings on Charlotte, North Carolina-based
SPX Corp. reflect the company's weak business risk profile and
aggressive financial risk profile.

S&P could revise the outlook to negative or lower the ratings if
the company does not return its credit measures to its
expectations within a reasonable time frame.  The company's
current business profile and financial profile limit an outlook
revision to positive or an upward rating action.


STEWART & STEVENSON: S&P Removes CreditWatch on 'CCC+' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services removed the 'CCC+' senior
unsecured rating on Stewart & Stevenson LLC (B/Stable/--) from
CreditWatch.  The rating was placed on CreditWatch with positive
implications on Nov. 1, 2007, following the company's announcement
of an IPO of common stock, with proceeds slated to
repay borrowings under its senior secured bank facility.  The
company recently announced that it has postponed the IPO.

Houston, Texas-based Stewart & Stevenson provides capital
equipment to the oilfield services industry and other end users
(69% of revenues), and related aftermarket parts and services
(29%).  The company also has a small but growing rental equipment
business (2%).  As of Aug. 31, 2007, the company had about
$301 million in total debt.

Ratings List

Stewart & Stevenson LLC
Corporate Credit Rating          B/Stable/--

Rating Removed From CreditWatch
                                  To            From
                                  --            ----
Senior Unsecured                 CCC+          CCC+/Watch Pos


STRIKEFORCE TECH: Sept. 30 Balance Sheet Upside-Down by $4,124,507
------------------------------------------------------------------
Strikeforce Technologies Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $2,201,358 in total assets and $6,325,865
in total liabilities, resulting in a $4,124,507 total
shareholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $663,420 in total current assets
available to pay $5,514,208 in total current liabilities.

The company reported a net loss of $272,328 on revenues of $70,364
for the third quarter ended Sept. 30, 2007, compared with a net
loss of $1,132,132 on revenues of $99,155 in the same period last
year.

The decrease in revenues was primarily due to a decrease in the
number of transactions in the use of the company's hosted
technology.

The decrease in net loss was primarily due to a decrease in net
mark to market changes of $711,698 in the fair value of derivative
instruments relating to the convertible promissory notes.

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?263e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 24, 2007,
Li & Company PC, in Skillman, N.J., expressed substantial doubt
about StrikeForce Technologies Inc.'s ability to continue as a
going concern after auditing the company's financial statements
for the year ended Dec. 31, 2006.  The auditing firm pointed to
the company's accumulated deficit of $12,378,048 and working
capital deficiency of $2,590,315 at Dec. 31, 2006, net loss and
cash used in operations of $3,154,234 and $1,432,370 in 2006,
respectively.

                  About StrikeForce Technologies

Headquartered in Edison, N.J., StrikeForce Technologies Inc.
(OTC BB: SKFT) -- http://www.strikeforcetech.com/ -- provides
solutions that help prevent identity theft.  Its total protection
solution strengthens companies' defenses against the biggest
points of fraud - when the internet is accessed, when accounts are
opened, when they're accessed, when they're changed, and each time
there's a new transaction.


STRUCTURAL INVESTMENT: Involuntary Chapter 11 Case Summary
----------------------------------------------------------
Alleged Debtor: Structural Investment, Inc.
                702 East Osborn Road, Suite 200
                Phoenix, AZ 85014

Case Number: 07-06627

Involuntary Petition Date: December 7, 2007

Court: District of Arizona (Phoenix)

Petitioner's Counsel: David T. Bonfiglio, P.C.
                      4422 North Civic Center Plaza, Suite 101
                      Scottsdale, AZ 85251
                      Tel: (480) 970-0974

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Special Purpose Capital, Inc.  monies loaned        $325,000
4301 North 21 Street, Suite 42
Phoenix, AZ 85016

Desert Diamond Home, L.L.C.    monies loaned        $200,000
4422 N. Civic Center Plaza
Suite 101
Scottsdale, AZ 85251

A.P. Holdings, L.L.C.          monies loaned        $53,000
7580 East Gray Road, Suite 202
Scottsdale, AZ 85260


STRUCTURED ASSET: S&P Junks Rating on Class B-4 Certificates
------------------------------------------------------------
Fitch Ratings has taken various rating actions on these Structured
Asset Securities Corporation 2003-7H mortgage pass-through
certificates:

  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 downgraded to 'CC/DR3' from 'B', and is taken
     off Rating Watch Negative;
  -- Class B-5 remains at 'C/DR5'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$61.2 million in outstanding certificates.  The downgrade reflects
deterioration in the relationship between CE and expected losses,
and affects approximately $248,097 in outstanding certificates.

Since the last review in May 2007, the CE for class B-4 has
decreased while the percentage of loans in 60+ delinquency has
remained near 2.5%.  The pool factor is approximately 18%, and the
transaction is 57 months seasoned.


SVI MEDIA INC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: S.V.I. Media, Inc.
        1520 West Altorfer
        Peoria, IL 61615

Bankruptcy Case No.: 07-82762

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        OxfordS.V.I., Inc.                         07-82763

Type of Business: The Debtors develop hybrid digital video on
                  demand and pay-per-view entertainment systems
                  that offer hotel guests a variety of video
                  content on demand.  They have a customer base of
                  over 2,400 hotels, of which 1,970 hotels
                  (160,000 rooms) provide video on demand
                  services.  The remaining properties receive
                  internet access and support as well as ancillary
                  services.   See http://www.svi.com/

Chapter 11 Petition Date: December 7, 2007

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Barry M. Barash, Esq.
                  P.O. Box 1408
                  Galesburg, IL 61402
                  Tel: (309) 341-6010

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
S.V.I. Media, Inc.          $100,000 to            $1 Million to
                            $1 Million             $100 Million

OxfordS.V.I., Inc.          $1 Million to          $1 Million to
                            $100 Million           $100 Million

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


TECO ENERGY: Completes $405 Million Sale of TECO Transport
----------------------------------------------------------
TECO Energy has closed the sale of TECO Transport Corporation to
an investment group led by an affiliate of Greenstreet Equity
Partners L.P., for $405 million, subject to the final adjustment
of net working capital.

Net proceeds from the sale, taking into consideration estimated
transaction-related costs and state and federal taxes, are
expected to be approximately $375 million.  TECO Energy expects to
record a pretax book gain in the fourth quarter of between $235
million and $245 million, excluding previously recognized
transaction costs.

"This outcome is a very positive event for TECO Energy," said
Sherrill Hudson, chairman and CEO.  "It allows us to continue our
debt retirement plans, including the cash tender offer. These
actions will strengthen our balance sheet and solidify our focus
on TECO Energy's utility businesses.  In addition, we hope the
completion of this sale will continue to accelerate improvement of
TECO Energy's credit ratings."

"Our thanks to the entire TECO Transport team for their many years
of dedicated service as part of the TECO Energy family of
companies," John Ramil, president and COO , said.  "Their
commitment and professionalism have never wavered, especially
during the past few months of transition.  We wish them much
success as they enter this new era in their long history as a
world-class waterborne transportation business."

TECO Energy was the guarantor of three TECO Transport vessel
leases.  The first lease will terminate on Dec. 30, 2007, and the
agreement with the purchaser requires it to cause TECO Transport
to make the $44.6 million termination payment on that date.
Releases with respect to the two other guaranties were obtained at
closing, and payments for those releases were included in the net
proceeds.

                About Greenstreet Equity Partners

Headquartetered in Miami, Florida, Greenstreet Equity Partners
L.P., is a private equity firm founded by Steven Green, the former
U.S. Ambassador to Singapore, and Jeffrey Safchik.

                        About TECO Energy

Headquartered in Tampa, Florida, TECO Energy Inc. (NYSE:TE) --
http://www.tecoenergy.com/--  is an  integrated energy-related
holding company with regulated utility businesses, complemented by
a family of unregulated businesses.  Its principal subsidiary,
Tampa Electric Company, is a regulated utility with both electric
and gas divisions (Tampa Electric and Peoples Gas System).  Other
subsidiaries are engaged in waterborne transportation, coal and
synthetic fuel production and electric generation and distribution
in Guatemala.

                          *     *     *

As reported in the Troubled Company Reporter on Nov 1, 2007,
Fitch Ratings has placed these ratings of TECO Energy Inc.:
(i) issuer default rating 'BB+'; and (ii) senior unsecured debt
'BB+'.


TECO ENERGY: Extends Expiration Date of Exchange Offers
-------------------------------------------------------
TECO Energy Inc. disclosed early results for its debt tender offer
and exchange offers and that it has extended the early
participation date and the expiration date of the par-for-par
exchange offers.

As of 5:00 p.m., New York City time, Dec. 5, 2007, the early
tender date for TECO Energy's offer to purchase for cash any and
all of the $300 million outstanding principal amount of its 7.50%
notes due 2010 (CUSIP No. 872375AK6), approximately $294.2 million
principal amount of notes had been validly tendered and not
withdrawn.  Notes validly tendered and not withdrawn prior to the
early tender date, and accepted for payment, will have a
settlement date of Dec. 7, 2007.

The tender offer will expire at 5:00 p.m., New York City time, on
Dec. 19, 2007, unless extended.

Notes validly tendered after the early tender date and on or
before the expiration date, and accepted for payment, will have a
settlement date two business days after the expiration of the
tender offer.  The lead dealer managers will determine the
applicable tender offer consideration for the tender offer by
reference to a fixed spread specified for such notes over the
yield to maturity based on the bid-side price of the reference
U.S. Treasury security.

Holders whose notes are purchased will be paid accrued and unpaid
interest up to the applicable settlement date.  Holders of notes
who validly tender their notes after the early tender date but on
or before the expiration date may not withdraw their notes except
in the limited circumstances described in the offer to purchase.

TECO Energy intends to fund the tender offer with a portion of the
proceeds of the sale of TECO Transport, which closed on Dec. 5,
2007.

The information agent and depositary for the tender offer is
Global Bondholder Services Corporation.

Requests for copies of the offer to purchase and related letter of
transmittal should be directed to Global Bondholder Services
Corporation at (212) 430-3774 or (866) 857-2200 (toll-free).

In four separate exchange offers, TECO Energy and TECO Finance are
offering eligible holders:

   -- to exchange outstanding TECO Energy 7.20% notes due 2011
      or TECO Energy 7% notes due 2012, for newly issued
      TECO Finance notes due 2017, subject to proration to the
      extent necessary to limit the aggregate principal amount
      of TECO Finance notes due 2017 to $300 million; or

   -- to exchange TECO Energy 7.20% notes due 2011, for a like
      principal amount of newly issued TECO Finance 7.20% notes
      due 2011; and

   -- to exchange TECO Energy 7% notes due 2012, for a like
      principal amount of newly issued TECO Finance 7% notes
      due 2012; and

   -- to exchange outstanding TECO Energy 6.75% notes due 2015
      for a like principal amount of newly issued TECO Finance
      6.75% notes due 2015.

As of 5:00 p.m., New York City time, Dec. 5, 2007, these principal
amount of notes had been tendered in the exchange offers:

   a) TECO Energy notes: 7.20% notes due 2011
      TECO Finance 2017 notes exchange offer: $236.3 million
      Par-for-par exchange offer: $169.8 million
      Total: $406.1 million

   b) TECO Energy notes: 7% notes due 2012
      TECO Finance 2017 notes exchange offer: $155.1 million
      Par-for-par exchange offer: $144.5 million
      Total: $299.6 million

   c) TECO Energy notes: 6.75% notes due 2015
      TECO Finance 2017 notes exchange offer: N/A
      Par-for-par exchange offer: $191.2 million
      Total: $191.2 million

TECO Energy notes accepted for exchange in the TECO Finance 2017
notes exchange offer will be subject to proration so that TECO
Finance will only issue a maximum of $300 million aggregate
principal amount of TECO Finance notes due 2017.

Holders of TECO Energy notes due 2011 participating in the TECO
Finance 2017 notes exchange offer will be given priority before
holders of TECO Energy notes due 2012 may participate in such
exchange offer.  Holders participating in the TECO Finance 2017
notes exchange offer whose notes are not accepted, whether due to
acceptance priority, proration or termination of such exchange
offer, agree to participate in the applicable par-for-par exchange
offer.

The applicable total exchange price for the TECO Energy notes due
2011 and 2012 tendered in the TECO Finance 2017 notes exchange
offer is based on a fixed-spread pricing formula and will be
calculated at 2:00 p.m., New York City time, on the second
business day prior to the expiration of the TECO Finance 2017
notes exchange offer.

TECO Energy notes due 2011, 2012 or 2015 tendered after
5:00 p.m., New York City time, on Dec. 5, 2007, may not be
withdrawn except in certain limited circumstances where additional
withdrawal rights are required by law.

    Extension of Early Participation Date and Expiration Date
              of the Par-for-Par Exchange Offers

The early participation date and the expiration date of the par-
for-par exchange offers have each been extended to 12:00 midnight,
New York City time, on Dec. 19, 2007, unless further extended.
The early participation date and the expiration date had been
scheduled to be 5:00 p.m., New York City time, on
Dec. 5, 2007 and Dec. 19, 2007.  The early participation date and
expiration date for the TECO Finance 2017 notes exchange offer are
unchanged at 5:00 p.m., New York City time, on
Dec. 5, 2007 and Dec. 19, 2007, respectively.

TECO Energy is offering to exchange for each $1,000 principal
amount of TECO Energy notes due 2011, 2012 or 2015 tendered by an
eligible holder on or before the expiration date in the applicable
par-for-par exchange offer, and accepted for exchange, a like
principal amount of the applicable series of TECO Finance notes
and cash equal to the early participation payment.

The exchange offers are only being made, and copies of the
exchange offer documents are only being made available to, holders
of TECO Energy notes due 2011, TECO Energy notes due 2012 or TECO
Energy notes due 2015 that have certified in an eligibility letter
certain matters to TECO Energy, including their status as eligible
holders, that is, either "qualified institutional buyers," as that
term is defined in Rule 144A under the Securities Act of 1933, or
persons other than "U.S. persons," as that term is defined in Rule
902 under the Securities Act of 1933.

Eligible holders who would like additional copies of the
eligibility letter may contact the information agent for the
exchange offers, Global Bondholder Services Corporation, at 866-
857-2200 or 212-430-3774.

               About TECO Finance and TECO Energy

TECO Finance is a wholly-owned subsidiary of TECO Energy Inc. --
http://www.tecoenergy.com/--  whose business activities consist
solely of providing funds to TECO Energy for its diversified
activities.  TECO Energy is an  integrated energy-related holding
company with regulated utility businesses, complemented by a
family of unregulated businesses.  Its principal subsidiary, Tampa
Electric Company, is a regulated
utility with both electric and gas divisions (Tampa Electric and
Peoples Gas System).  Other subsidiaries are engaged in
waterborne transportation, coal and synthetic fuel production
and electric generation and distribution in Guatemala.

                         *     *     *

As reported in the Troubled Company Reporter on Nov 1, 2007,
Fitch Ratings has placed these ratings of TECO Energy Inc.:
(i) issuer default rating 'BB+'; and (ii) senior unsecured debt
'BB+'.


THORPE INSULATION: Seeks Injunctive Relief from Coverage Suit
-------------------------------------------------------------
Thorpe Insulation Company, Pacific Insulation Company, and the
Official Creditors' Committees of Thorpe and Pacific asked the
U.S. Bankruptcy Court for the Central District of California to
approve an injunctive relief in order to negotiate, prepare and
confirm a plan of reorganization in their bankruptcy cases.

The Debtors relate that Robert Fults, Thorpe's majority
shareholder and only officer and employee, is also Pacific's
majority shareholder and president.  Mr. Fults has been the senior
executive officer of Thorpe since 1972 and of Pacific since it was
formed in 200.  Thus, a number of the defendants have demanded
that they be permitted to depose Mr. Fults in a coverage
litigation.

However, the Debtors say that Mr. Fults cannot adequately
simultaneously: (i) participate in the negotiation and formulation
of a plan; (ii) assist the Debtor's reorganization counsel in
administering the cases; (iii) operate Pacific's business; (iv)
assist the Debtors' litigation counsel with their handling of the
coverage cases; and (v) participate in the coverage cases as
deponent.

The Debtors add that unless they are relieved of their obligation
to prosecute the coverage litigation, it will be more difficult to
schedule meetings or conference calls to advance the negotiations
of a plan due to the competing demands upon the time of all
parties and their counsel by the need to prosecute the coverage
litigation.

The Debtors also say that negotiations toward a plan of
reorganization are more likely to be successful if they are
conducted and removed from adversarial process.

Without the issuance of an injunction by the Court staying the
coverage litigation pending this Court's confirmation of a plan,
the Debtors say that they and their estates will be irreparably
injured in that it will be more difficult for them to propose and
confirm a plan.  The Debtors say that they will then have to delay
the proposal of the plan, causing business losses to the Debtors
due to increasing administrative costs and delaying the
distribution of dividends to creditors, including holders of
asbestos-related claims, many of whom are aged and ill.

                 The Asbestos Coverage Litigation

Thorpe Suit

A number of companies issued comprehensive general liability
policies to Thorpe for the period from May 1948 through October
1984.  Those policies provide occurrence based coverage on a
continuous trigger basis for bodily injury claims against Thorpe
arising from Thorpe's activities as an installer and distributor
of asbestos insulation products.

On Nov. 14, 2005, Thorpe commenced a lawsuit against the companies
(defendants) in the Superior Court for the State of California,
County of San Francisco.

On Feb. 16, 2007, Thorpe filed its first amended complaint in the
Thorpe Suit.  The Thorpe suit states eight causes of action, for:
(a) declaratory relief as to Thorpe's rights under the insurance
policies issued by the defendants; (b) damages as a result of
certain of the defendants having breached their obligations under
the insurance policies; (c) damages as result of the tortuous
breach of the implied covenant of good faith and fair dealing by
the defendants; and (d) unjust enrichment.

The Thorpe suit also asserts that certain of the defendants have
acted inequitably toward Thorpe.

Granite State Insurance Company, Maine Bonding and Casualty
Company, Middlesex Insurance Company and Transport Insurance
company have filed counterclaims in the Thorpe suit, naming, among
others, Thorpe and Pacific as counter-defendants.

First Chicago Suit

On Nov. 15, 2005, Chicago Insurance Company commenced a lawsuit in
the Superior Court against Thorpe, Pacific and certain of the
defendants in the coverage litigation.  The complaint in the First
Chicago Suit seeks a declaration with respect to disputes that had
arisen between Thorpe and Chicago in respect to insurance policies
that been issued to Thorpe by Chicago.

Argonaut Insurance Company, Granite State, National Union Fire
Insurance Company of Pittsburgh, PA, Main Bonding and Middlesex
have filed cross-complaints in the first Chicago Suit naming,
among others, Thorpe and Pacific as cross-defendants.

Second Chicago Suit

On Jan. 31, 2006, Chicago commenced a lawsuit against Thorpe,
Pacific and certain defendants in the Superior Court seeking a
declaration with respect to Chicago's duties to indemnify Thorpe
and Pacific against claims that had been made against them upon
Thorpe's distribution and installation of asbestos insulation
materials.

Granite State and National Union have filed cross-complaints in
the second Chicago suit naming Thorpe and Pacific as cross-
defendants.

The Thorpe Suit, First and Second Chicago Suits were transferred
to the Superior Court of Los Angeles on March 6, 2006.

On Oct. 16, 2007, Thorpe removed the Thorpe Suit, First and Second
Chicago Suit and coordinated proceeding, collectively, the
Coverage Litigation, to the Bankruptcy Court for the Central
District of California.

                    Phase I Coverage Litigation

The Superior Court's most recent trial date for Phase I of the
coverage litigation was May 28, 2008, which has been vacated.
None of the parties presently know when a new trial date might be
set.

The May 28, 2008 trial date for Phase I of the coverage litigation
was set by the Superior Court based on its ruling that "course of
conduct" evidence would not be admitted in relation to the Court's
construction of defendants' policies.  The ruling is presently
reviewed by the Court of Appeal.  If ruling is reversed, the Phase
I trial would have to be delayed to permit discovery on the course
of conduct evidence that would then become relevant to the Phase I
trial.

                     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: Three Insurers Wants Ch. 11 Trustee Appointed
----------------------------------------------------------------
Chicago Insurance Company, Continental Insurance Company, and
Transcontinental Insurance Company ask the U.S. Bankruptcy Court
for the Central District of California to approve the appointment
of a chapter 11 trustee in the bankruptcy cases of
Thorpe Insulation Company and Pacific Insulation Company.

Chicago, Continental, and Transcontinental want a chapter 11
trustee to take possession of the Debtors' assets and operate
their business pursuant to Section 1104(a) of the U.S. Bankruptcy
Code.

Chicago, Continental, and Transcontinental also asked the Court to
order the expedited scheduling of the depositions of Robert Fults,
Eric Fults, non-party Alan Brayton, and non-party David McClain,
as well as depositions of Debtors, Thorpe and Pacific, party-in-
interest Farwest Insulating Contractors, and non-party Morgan,
Lewis & Bockius LLP.

Further, Chicago, Continental, and Transcontinental wants the
Court to defer the appointment of Charles B. Renfrew as futures
representative until the Court rules on the motion for appointment
of a case trustee.

The Court will continue to hear the matter on Dec. 26, 2007, at
10:00 a.m.

Mark D. Plevin, Esq., at Crowell & Moring LLP represents Chicago
Insurance Company.  Seyfarth Shaw LLP represents Continental
Insurance Company, successor-in-interest to certain policies
issued by Harbor Insurance Company, and Transcontinental Insurance
Company.

                     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.


TITUS RANCH EAST: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Titus Ranch East, L.L.C.
        P.O. Box 394
        Bloomsbury, NJ 08804

Bankruptcy Case No.: 07-28046

Type of Business: The Debtor offers timber tract operation
                  forestry services.

Chapter 11 Petition Date: December 7, 2007

Court: District of New Jersey (Trenton)

Debtor's Counsel: Joseph J Mania, III, Esq.
                  203 Main Street, Suite A 234
                  Flemington, NJ 08822
                  Tel: (908) 806-3460
                  Fax: (908) 806-3795

Estimated Assets:         Less than $10,000

Estimated Debts: $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wood Stone & Steel             contracting fees      $312,000
P.O. Box 449
Bloomsbury, NJ 08804

James Kelley                   operating loans       $80,000
264 Goritz Road
Little York, NJ 08848

Dreifus, Bonacci & Parker,     Jane Wood vs.         $80,000
L.L.P.                         Titus Ranch East,
26 Columbia Turnpike           L.L.C., et al
Florham Park, NJ 07932

Joan M. Kelley                 operating loans       $80,000

Koerner & Crane                Toledo/Casas/Romero   $20,000
                               ero vs. Kelley,
                               et als

Citibank                                             $12,000

Robinson, Andujar & Webb       DeJesus, et al vs.    $12,000
                               Kelley, et al

Pearce                         judgment              $4,000
Attention:
Robert Alexander, Esq.

Schneider National             trucking charges      $4,000

Ed O'Brien                     Architect Fees        $3,500

Frank Whittlesey, Esq.         Attorney Fees         $3,000

Dell Computers                 equipment lease       $1,500


UAL CORP: Board Approves $250 Million Distribution to Shareholders
------------------------------------------------------------------
The UAL Corporation Board of Directors approved a special
distribution of $2.15 per share to holders of UAL common stock, or
approximately $250 million.  The distribution will be made on Jan.
23, 2008, to holders of UAL Corporation common stock outstanding
as of Jan. 9, 2008.  United also paid down $500 million of the
term loan under its existing credit agreement.

Both the distribution and the term loan prepayment follow the
approval by United's lenders of an amendment to the company's
credit agreement.  Under the amendment, the company can undertake
an additional $250 million in shareholder initiatives without any
additional prepayment.  In addition, the amendment provides that
the company can carry out further shareholder initiatives in an
amount equal to future term loan prepayments.

"This shareholder distribution underscores our commitment to
creating value for our investors," said Glenn Tilton, chairman,
president and CEO.  "On behalf of our board of directors, we are
pleased to make this decision to provide a distribution to our
shareholders while strengthening our balance sheet and investing
in our business.  We compete for shareholders just as we compete
for customers."

"Building a successful, sustainable enterprise, and providing a
return on investment, is what shareholders expect and deserve,"
Mr. Tilton said, reports The Associated Press.

Since exiting bankruptcy, United has reduced its total net debt by
$2.7 billion through the end of the third quarter.  United has
generated more than $2 billion in operating cash flow in the first
nine months of the year.  The company also plans to invest $4
billion in its business over the next five years.

For the 5% Senior Convertible Notes due 2021 -- the "O'Hare
Notes"; the 4.5% Senior Limited-Subordination Convertible Notes
due 2021 -- the "Employee Notes"; and the PBGC 2% Convertible
Preferred Stock -- "PBGC Preferred Stock", the conversion price
and the ratios will be adjusted in accordance with their terms.

                         About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Moody's Investors Service affirmed the ratings of UAL Corp. debt -
- corporate family rating at B2 -- following the company's
announced plans to amend its $2.055 billion bank credit facilities
(comprising a term loan facility of $1.8 billion and a revolving
credit facility of $255 million) to provide the flexibility to
implement up to $500 million of shareholder initiatives.  This
level of shareholder initiatives would likely be within United's
anticipated free cash flow and should still preserve the company's
adequate level of liquidity.  The outlook remains stable.

Standard & Poor's Ratings Services meanwhile affirmed its 'B'
corporate credit rating on UAL Corp. and subsidiary United Air
Lines Inc. following disclosure of a proposed amendment to
United's bank credit agreement that would permit UAL to pursue
"shareholder initiatives" (which could include a special dividend
or share repurchases) of up to $500 million.  The outlook remains
stable.


UAL CORP: Unions Furious Over Payouts
-------------------------------------
The Air Line Pilots Association, the Association of Flight
Attendants-CWA, and the International Association of Machinists
and Aerospace Workers, representing the overwhelming majority of
union-represented employees, are furious with the UAL Corporation
Board of Directors and management's decision to give the special
shareholder payout to the exclusion of employees.

"In every venue available, we have voiced our opposition to any
'shareholder initiative' that does not equally recognize employee
sacrifices," the leaders of the three largest Unions at United
Airlines, Mark Bathurst, chairman of the United Chapter of the
ALPA; Greg Davidowitch, united master executive council president
of the AFA-CWA; and Randy Canale, president and directing general
chairman of the IAM, District 141, said in a statement.

"We have warned management that this move is wrong for the
business, wrong for the employees and ultimately wrong for
lenders.  These executives have pushed through their personal
agenda while ignoring serious concerns raised by nearly every
stakeholder, industry trends and the company's financial position.
This is being done with utter disregard for the interests of
employees and the long-term success of United Airlines," the
Unions said.

"The best shareholder initiative would be one that invests in the
employees for the long-term success of United Airlines.
Shareholders in the pre-bankrupt UAL were issued new stock in the
same manner as every other constituency, including the employees,
when United emerged from bankruptcy.  Today, employees who lost
their pensions and work longer hours for less pay continue to
suffer the affects of the bankruptcy.  Not one penny of employee
concessions has been repaid.

The Unions noted that since United Airlines exited Chapter 11, UAL
management has renegotiated excessive executive compensation
packages for themselves and have renegotiated their agreements
with lenders.  "If they have the ability to renegotiate their own
compensation packages, if they have the ability to negotiate with
lenders, if they have the ability to negotiate with shareholders
to create another management bonus, then they have the ability to
enter negotiations with us."

According to AFA-CWA, the move undercuts the value of United
Airlines by favoring short-term shareholder returns over a strong,
motivated workforce, an improved customer experience and the long-
term health of the airline.

"The executives at United Airlines are nothing more than
charlatans, sweetening the pot to flip our airline like an
unscrupulous real estate agent," said Mr. Davidowitch in letter to
flight attendants.  "This shareholder "initiative" is nothing more
than an executive induced plan to enrich themselves at the expense
of the working women and men of United Airlines.  The best
shareholder initiative would be one that invests in the employees
for the long-term success of the airline."

Mr. Davidowitch pointed out that Flight Attendants and other
workers know that any time an employee or shareholder gets a
supposed return on United's success, executives are getting an
even bigger return on top of their renegotiated compensation
packages.

"Workers are fed up.  They are fed up with these executives
initiating class warfare instead of making good decisions for our
airline," he said.

Susan Carey of The Wall Street Journal, however, says UAL Corp. is
making good on its pledge to be more mindful of its investors.

United's management is clearly showing investors it can and will
execute on its promises of shareholder-friendly actions," William
Greene, airline analyst at Morgan Stanley said in a research note,
reports WSJ.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Moody's Investors Service affirmed the ratings of UAL Corp. debt -
- corporate family rating at B2 -- following the company's
announced plans to amend its $2.055 billion bank credit facilities
(comprising a term loan facility of $1.8 billion and a revolving
credit facility of $255 million) to provide the flexibility to
implement up to $500 million of shareholder initiatives.  This
level of shareholder initiatives would likely be within United's
anticipated free cash flow and should still preserve the company's
adequate level of liquidity.  The outlook remains stable.

Standard & Poor's Ratings Services meanwhile affirmed its 'B'
corporate credit rating on UAL Corp. and subsidiary United Air
Lines Inc. following disclosure of a proposed amendment to
United's bank credit agreement that would permit UAL to pursue
"shareholder initiatives" (which could include a special dividend
or share repurchases) of up to $500 million.  The outlook remains
stable.


UNISYS CORP: Prices Offering of $210 Mil. of 12.5% Senior Notes
---------------------------------------------------------------
Unisys Corporation has priced an offering of $210 million of 12.5%
senior notes due 2016.  The notes are being sold at 98.719% of the
aggregate principal amount with a yield to maturity of 12.75%.
Bear, Stearns & Co., Banc of America Securities LLC and Citigroup
Global Markets Inc. are joint book-running managers of the
offering, which is expected to close, today, Dec. 11, 2007,
subject to the satisfaction of customary closing conditions.

The company intends to use the net proceeds from the offering to
redeem the $200 million aggregate principal amount of its
7-7/8% senior notes due 2008.

A copy of the prospectus and the final prospectus supplement, when
available, is available 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.


UNITED AIRLINES: Planned Pay Out Does Not Affect Fitch's Rating
---------------------------------------------------------------
Following the announcement by United Airlines that it intends to
pay out a special cash distribution of approximately
$250 million to shareholders while reducing its outstanding term
loan balance by $500 million, Fitch's ratings on United and its
UAL Corp. parent are unaffected. Fitch's Issuer Default Rating on
both UAL and United is 'B-', and the secured credit facility is
rated 'BB-' with a recovery rating of 'RR1'.  The Rating Outlook
for UAL and United is Positive.

Current ratings reflect the substantial progress made toward
balance sheet repair and leverage reduction over the past two
years, offset by management's stated intention to return more cash
to shareholders through the current $250 million payment, to be
made on January 23, and potential future cash distributions.  The
recently-negotiated amendment to United's secured bank credit
facility allows for an additional
$250 million to be paid out to shareholders without further
required reduction of the term loan balance.  In addition, lenders
have agreed to allow United to pursue further shareholder
initiatives as long as a corresponding amount of debt reduction
occurs at that time.

The credit facility amendment and the distribution announcement
appear to reflect management's view that a portion of the
carrier's unrestricted cash position ($4.2 billion as of September
30, 2007) represents excess liquidity that should be allocated to
the return of cash to shareholders and the pre-payment of debt.
While this will clearly have a positive near-term effect on
leverage, the resulting impact of this action on the carrier's
liquidity position and free cash flow generation represents a
modest credit negative that could limit United's financial
flexibility in a potential industry downturn linked to a softening
domestic demand outlook and very high jet fuel prices.

United has recently adjusted its domestic mainline capacity growth
plans for 2008 to reduce scheduled available seat miles by
approximately 3%-4% in light of the weaker operating outlook.
Other carriers, including Southwest, Continental and Delta have
announced similar capacity pull-backs this month. Industry
capacity discipline should support domestic unit revenue trends
somewhat for 2008, but United and its competitors are likely to
experience some margin pressure next year.  Fitch expects free
cash flow to weaken in 2008, particularly in light of the fact
that cash distributions to shareholders could increase beyond the
announced $250 million payment.  In Fitch's view, proceeds from
any prospective asset divestitures-notably United's maintenance
services business and/or the Mileage Plus loyalty program-are
likely to be allocated toward both shareholder distributions and
debt reduction, but the precise allocation is contingent upon
developments in the industry operating environment over the next
few quarters.


US STEEL: Prices $500 Million Offering of 7% Senior Notes
---------------------------------------------------------
United States Steel Corporation has priced $500 million of
7% Senior Notes due 2018. The senior notes were priced at 99.087%
of the principal amount.

The proceeds of the offering will be used to repay the
$400 million one-year term loan incurred to finance a portion of
the acquisition of Stelco Inc., now known as U. S. Steel Canada
Inc. and the balance will be used for general corporate purposes.

Banc of America Securities LLC, J.P. Morgan Securities Inc. and
Scotia Capital (USA) Inc. are joint book runners for this
offering.

Copies of the prospectus may also be obtained from:

     U. S. Steel
     Attn: Manager-Investor Relations
     600 Grant Street
     Pittsburgh, PA 15219-2800

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures
a wide variety of steel sheet, tubular and tin products; coke,
and taconite pellets; and has a worldwide annual raw steel
capability of 26.8 million net tons.  U.S. Steel's domestic
primary steel operations are: Gary Works in Gary, Indiana; Great
Lakes Works in Ecorse and River Rouge, Michigan; Mon Valley
Works, which includes the Edgar Thomson and Irvin plants, near
Pittsburgh and Fairless Works near Philadelphia, Pennsylvania;
Granite City Works in Granite City, Illinois; Fairfield Works
near Birmingham, Alabama; Midwest Plant in Portage, Indiana; and
East Chicago Tin in East Chicago, Indiana.  The company also
operates two seamless tubular mills, Lorain Tubular Operations
in Lorain, Ohio; and Fairfield Tubular Operations near
Birmingham, Alabama.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's
Mesabi Iron Range, U.S. Steel's iron ore mining and taconite
pellet operations, Minnesota Taconite and Keewatin Taconite,
support the steelmaking effort, and its subsidiary ProCoil
Company provides steel distribution and processing services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture
with Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico,
S.A. de C.V., provides Mexico's automotive and appliance
manufacturers with total supply chain management services
through its slitting and warehousing facility in San Luis Potosi
and its warehouse in Ramos Arizpe.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to the proposed offering of up to $400 million in
senior unsecured notes due Feb. 1, 2018, of United States Steel
Corp. (BB+/Negative/--).  These notes are being issued under the
company's unlimited shelf registration filed on March 5, 2007.


UVUMOBILE INC: Sept. 30 Balance Sheet Upside-Down by $2,553,043
---------------------------------------------------------------
uVuMobile Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $2,196,756 in total assets and $4,749,799 in total
liabilities, resulting in a $2,553,043 total shareholders'
deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $786,617 in total current assets
available to pay $4,749,799 in total current liabilities.

The company reported a net loss of 1,414,039 on revenue of
$202,886 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $4,147,894 on revenue of $197,302 in the
corresponding period a year ago.

Broadcast rights expense for the three months ended Sept. 30,
2007, were $22,547 as compared to $616,756 for the same period in
2006.  This change is attributable to the decision to change focus
to a subscription based model delivering mobile entertainment
services direct to the consumer.

As a result of the decision to change the company's focus to a
subscription based model, the company incurred an impairment
charge in September 2007 against broadcast rights assets of
($742,951).

For the three months ended Sept. 30, 2007, the company recorded
$612,813, as compared to $1,658,705 for the three months ended
Sept. 30, 2006, in non-cash, stock-based compensation expense.
The decrease in stock-based compensation expense was primarily
attributable to a decrease in the number of stock options issued.

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?2635

                       Going Concern Doubt

Sherb & Co. LLP, in Boca Raton, Florida, expressed substantial
doubt about Smart Video Technologies Inc. nka. uVuMobile Inc.'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 pointed to the
company's recurring losses from operations, net cash used in
operations, net working capital deficit, stockholders' deficit and
accumulated deficit.

                       About uVuMobile Inc.

Headquartered in Duluth, Georgia, uVuMobile Inc. (OTC BB: UVUM.OB)
-- http://www.uvumobile.com/-- fka. SmartVideo Technologies Inc.
is a provider of video content distribution services and
technology.


VALLEY ADVANCED: To Auction GECC Collateral on December 17
----------------------------------------------------------
General Electric Capital Corporation will attend a public auction
and may make offers for the asset of Valley Advanced Gamma Knife
LLC, on account of unpaid debt owed to GECC, secured creditor.

The asset offered for sale consist of rights, title and interest
of the Debtor on its 2001 Leksell Gamma Knife C Model #24001 with
Enhanced Conformity Package.

The auction will be held at 3:00 p.m. on Dec. 17, 2007, at:

            Katten Muchin Rosenman LLP
            525 West Monroe Street, 19th Floor
            Chicago, IL 60661

On the sale date, the assets may be offered for sale, with
reserve, and sold to the highest bidder at the conclusion of the
sales, as determined by GECC in its sole and absolute discretion,
on an "as is, where is" basis, without recourse or warranties.

Additional terms and conditions applicable to the sale may be
obtained from GECC's counsel, Peter J. Young, Esq., through (312)
902-5208.

Easton, Pennsylvania-based Valley Advanced Gamma Knife LLC --
http://www.valleyadvancedgammaknife.com/-- offers the Gamma
Knife, a revolutionary tool for the non-invasive and virtually
painless treatment of specific indications of the brain.  It has
over 30 years of research, evaluation and clinical results.  Gamma
Knife is highly effective in the treatment of benign tumors,
malignant tumors, functional disorders, and vascular
malformations, as well as other conditions, including inoperable
vascular lesions and brain tumors.  Gamma Knife has a success rate
of 85%.


WATERFORD EQUITIES: Ombudsman Taps Schottenstein Zox as Counsel
---------------------------------------------------------------
R. Brent Martin, the appointed patient care ombudsman for
Waterford Equities LLC and its debtor-affiliates' Chapter 11
cases, asks the United States Bankruptcy Court for the District of
Connecticut for permission to employ Schottenstein Zox & Dunn Co.
LPA as his counsel.

Schottenstein Zox will:

   a) represent the ombudsman in any proceeding or hearing in the
      Bankruptcy Court and in any action in any other court where
      the rights and duties of the ombudsman may be litigated or
      affected;

   b) prepare and assist the preparation of reports, accounts,
      applications, notices, pleadings, motions and any necessary
      responses, objections, answers, and other legal papers;

   c) conduct examincations of witnesses, claimants, or adverse
      parties;

   d) advise the ombudsman concerning the requirements of the
      Bankruptcy Code, the Federal Rules of Bankruptcy procedure,
      the requirements of the office of the U.S. Trustee relating
      to the ombudsman's discharge of its duties under Section 333
      of the Bankruptcy Code;

   e) advise the ombudsman concering the its rights, powers and
      duties;

   f) represent the ombudsman in all proceedings in this matter
      in this or any other Court; and

   g) perform all other appropriate legal services that the
      ombudsman may request and the firm may agree in this case.

The firm's professionals and their hourly rates are:

      Professional              Designation       Hourly Rate
      ------------              -----------       -----------
      Victoria E. Power, Esq.     Partner            $400
      Catherine T. Dunlay, Esq.   Partner            $385
      Daniel M. Anderson, Esq.    Partner            $340
      Taylor Wesley, Esq.        Associate           $200
      Linda Mindritiu, Esq.      Associate           $185
      Nell Chambers              Paralegal           $135

      Designation                                 Hourly Rate
      -----------                                 -----------
      Attorneys                                    $150-$475
      Legal Assistants                             $110-$175

Victoria E. Powers, Esq., a prinicpal of Schottenstein Zox,
assures the Court that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Middletown, Connecticut, Waterford Equities
L.L.C. -- http://www.havenhealthcare.com/-- provide nursing care
to the elderly in New England, Connecticut.  The company operates
health centers and assisted living facilities.  In addition, the
company specializes in short-term rehabilitative care and long-
term care.  The company and 44 of its affiliates filed for Chapter
11 protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP is the Debtors' proposed counsel.
When the Debtors filed for protection against their creditors, it
listed assets and debt between $1 Million to $100 Million.  The
Debtors'consolidated list of their 50 largest unsecured creditors
showed total claims of more than $20 million.


WATERFORD EQUITIES: Taps Houlihan Lokey as Financial Advisor
------------------------------------------------------------
Waterford Equities LLC and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Connecticut for
permission to employ Houlihan Lokey Howard & Zukin Capital Inc.
as their investment banker and financial advisor, nunc pro tunc
to Nov. 26, 2007.

The Debtors contemplated that Houlihan Lokey will:

   a) assist the Debtors in the development, preparation and
      distribution of selcected information, documents and otehr
      materials in an effort to create interest in and to
      consumate any transaction(s), as defined in the engagement
      letter, including, if appropriate, adising the Debtors in
      the preparation of an offering memorandum;

   b) solicit and evaluate indications of interest and proposals
      regarding any transaction(s) from current and potential
      lenders, equity investors, acquirers and strategic partners;

   c) assist the Debtors with the development, structuring,
      negotiation and impelementation of any transaction(s),
      including, among other things, assist the Debtor with due
      diligence investigation and participating as a
      representative of the Debtors in negotiations with creditors
      and other parties invovled in any transaction(s);

   d) assist the Debtors in valuing their assets or operations,
      provided that any real estate or fixed assets appraisals
      will be undertaken by outside appraisers, separately retain
      ed and compensated by the Debtors;

   e) provide expert advice and testimony regarding financial
      matters related to any transaction(s) and to the Debtors'
      opposition to any party-in-interest's motion for the
      appointment of a Chapter 11 trustee;

   f) advise and attending meetings of the Debtors' board of
      directors, creditor groups, official constituencies and
      other interested parties, as the Debtors determine to be
      necessary; and

   g) provide other financial advisory and investment banking
      services as may be agreed upon by the firm and the Debtors.

The Debtors tell the Court that they agreed to pay the firm a
nonrefundable cash fee of $125,000 per month.

In addition to the other fees, the Debtors will also pay a
restructuring transaction fee of $1,250,000, upon the date of
confirmatiom of a plan of reorganization under Chapter 11 of the
Bankruptcy Code.

Adam L. Dunayer, a manahing director of the firm, assures the
Court that the firm does not hold any interests adverse to the
Debtors' estate and creditors and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Mr. Dunayer can be reached at:

   Adam L. Dunayer
   Houlihan Lokey Howard & Zukin Financial Advisors
   200 Crescent Court, Suited 1900
   Dallas, TX 75201
   Tel: (214) 220-8470
   Fax: (214) 220-3808

Headquartered in Middletown, Connecticut, Waterford Equities
L.L.C. -- http://www.havenhealthcare.com/-- provide nursing care
to the elderly in New England, Connecticut.  The company operates
health centers and assisted living facilities.  In addition, the
company specializes in short-term rehabilitative care and long-
term care.  The company and 44 of its affiliates filed for Chapter
11 protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP is the Debtors' proposed counsel.
When the Debtors filed for protection against their creditors, it
listed assets and debt between $1 Million to $100 Million.  The
Debtors'consolidated list of their 50 largest unsecured creditors
showed total claims of more than $20 million.


WATERFORD EQUITIES: U.S. Trustee Appoints 9-Member Creditors Panel
------------------------------------------------------------------
The United States Trustee for Region 2 appointed nine creditors to
serve on an Official Committee of Unsecured Creditors in Waterford
Equities LLC and its debtor-affiliates' Chapter 11 cases.

The Creditors Committee are:

   a) Value Health Care Services LLC
      c/o Richard Richow
      100 E. Rivercenter Blvd., Suite 1500
      Covington, KY 41011
      Tel: (859) 392-3495

   b) Medventures Consulting, LLC
      c/o Jim Allen
      1349 S.W. 80th Avenue
      Bell, FL 32619
      Tel: (352) 463-3960

   c) McKesson Medical-Surgical
      c/o Ilana Figart
      8741 Landmark Road
      Richmond, VA 23228
      Telephone: (804) 264-7749

   d) PFG-Springfield
      c/o Angela Randall and David Easton
      One Performance Blvd.
      Springfield, MA 01104
      Tel: (413) 846-5443
           (804) 380-4005

   e) Connecticut Light & Power
      c/o Mary A. Goffin and
          Honor S. Heath, Esq.
      107 Selden Street
      Berlin, CT 06037
      Tel: (860) 665-4865

   f) District 1199 Taft Hartley Benefit Funds
      c/o Robert Tessier and
          Steve Bender
      77 Huyshope Avenue, 2nd Floor
      Hartford, CT 06106
      Tel: (860) 728-1100
           (860) 251-6060

   g) Healthcare Services Group
      c/o Michael Harder
      3220 Tillman Drive, Suite 300
      Bensalem, PA 19020
      Telephone: (800) 363-4274, ext. 171

   h) William W. Backus Hospital
      c/o Daniel E. Lohr
      326 Washington Street
      Norwich, CT 06360
      Tel: (860) 823-6360

   i) CWPM, LLC
      c/o Steve Rewenko
      25 Norton Place
      Plainville, CT 06067
      Tel: (860)793-6720

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

Headquartered in Middletown, Connecticut, Waterford Equities
L.L.C. -- http://www.havenhealthcare.com/-- provide nursing care
to the elderly in New England, Connecticut.  The company operates
health centers and assisted living facilities.  In addition, the
company specializes in short-term rehabilitative care and long-
term care.  The company and 44 of its affiliates filed for Chapter
11 protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP is the Debtors' proposed counsel.
When the Debtors filed for protection against their creditors, it
listed assets and debt between $1 Million to $100 Million.  The
Debtors'consolidated list of their 50 largest unsecured creditors
showed total claims of more than $20 million.


WILD WEST: Judge Nugent Directs Series of Auction to Begin Today
----------------------------------------------------------------
The Honorable Robert Nugent of the U.S. Bankruptcy Court for the
District of Kansas ordered that the public sale of more than 2,000
Wild West World LLC's assets may begin today at 9:30 a.m., the
Wichita Eagle reports.

This is the first of five auctions that will span through next
month, the Eagle relates.

Also, at yesterday's hearing, the Court allowed the Debtor's seven
golf cart to be returned to Kansas Golf and Turf for sale while
the fate of the Debtor's telephone and computer system will be
discussed at a hearing set next week, the Eagle adds.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Wild West will be up for a series of public sale beginning
Dec. 11, 2007, after no buyer turned out to take over and operate
the Debtor's business.

The Court has approved the retention of Rides-4-U Inc. as the
Debtor's broker.

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.

Restoration Farms Inc., Wild West's parent company, filed for
chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No.
07-11913).


WILLIAMS COMPANIES: S&P Lifts Credit Rating to BBB- from BB+
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on The
Williams Companies Inc. and its affiliates, including its
corporate credit rating to 'BBB-' from 'BB+'.  In addition,
Standard & Poor's removed the ratings from CreditWatch with
positive implications.  The outlook is stable.  Affiliate credits
affected by the Williams upgrade include Northwest Pipeline Corp.,
Transcontinental Gas Pipe Line Corp. and Williams Partners L.P.
S&P placed the ratings on CreditWatch on May 21, 2007, following
the announced sale of William's power business to Bear Energy LP,
a unit of The Bear Stearns Cos. Inc. for an adjusted purchase
price of $496 million.

The upgrade reflects the consummation of the sale of the power
unit and the extinguishment of approximately $2.0 billion of
imputed debt related to tolling agreements that are assumed by
Bear Stearns.  The sale also relieves Williams of volatile
operating cash flows and the need to post collateral for its mark-
to-market power transactions, which should free up to
$450 million of liquidity.  The rating also reflects the company's
improved financial metrics resulting from strong business results
across all business segments.

Tulsa, Oklahoma-based Williams' business risk profile is
considered satisfactory.  The company's ongoing business segments
include gas pipeline, exploration and production, midstream, and
gas marketing services.

The stable outlook reflects the expectation that Williams'
financial metrics will continue to improve as a result of the
strong business performance at the both E&P and midstream segments
and the stable cash flow generated from the regulated pipeline
business.  S&P also expect the company to
benefit from low-cost capital.  These factors are somewhat offset
by the company's inclination to pursue projects aggressively,
which could increase capital spending.  The outlook could be
revised to positive if Williams continues to strengthen its
financial metrics and exhibits greater capital
discipline.  A negative outlook would be warranted if performance
deteriorates at the E&P or midstream segments, financial metrics
weaken, or debt increases to fund share repurchases or an
aggressive capital spending program.


XM SATELLITE: Still Awaits FCC and DOJ Approval on Sirius Merger
----------------------------------------------------------------
XM Satellite Radio Holdings Inc.'s planned merger with Sirius
Satellite Radio Inc. is still waiting regulatory approval from the
Federal Communications Commission and the U.S. Department of
Justice.

Last week, XM Chairman Gary Parsons said that he was optimistic
that the merger would be completed before the year ends, the
Associated Press reported.  According to Mr. Parsons, the merger
must have the DOJ's approval by this week in order for the deal to
push through within this year, the AP adds.  FCC's approval would
likely follow after the DOJ.

Despite Mr. Parsons assurances however, Mark Wienkes, analyst at
Goldman Sachs, last week cut XM Satellite's shares rating from
"neutral" to "sell", Chris Forrester of Rapid TV News reports.
Brokers at Stifel Nicholas also lowered their rating on the
company's stock from "buy" to "hold," Rapid TV adds.

Despite a report from the Wall Street Journal saying that the
merger was "imminent," analyst Alden Mahabir of Utendahl Capital
Partners said that while the merger would benefit shareholders,
both XM and Sirius would have a "hard time" convincing government
regulators that the merger wasn't anti-competitive, Rapid TV
further relates.

                         XM-Sirius Merger

Last month, 99.8% of XM shareholders overwhelmingly favored the
acquisition at the company's special meeting of stockholders.

Mr. Parsons commented, "We are proud to have received support for
our merger from organizations representing African Americans,
women, rural Americans and Hispanics, as well as from former FCC
Chairmen and Commissioners and a diverse group of elected
officials.  We appreciate our shareholders' overwhelming support."

                  About SIRIUS Satellite Radio

Based in New York, SIRIUS Satellite Radio Inc. (NASDAQ: SIRI) --
http://www.sirius.com/ -- provides sports radio programming,
broadcasting play-by-play action of more than 350 pro and college
teams.  SIRIUS features news, talk and play-by-play action from
the NFL, NASCAR, NBA, NHL, Barclays English Premier League soccer,
UEFA Champions League, the Wimbledon Championships and more than
125 colleges, plus live coverage of several of the year's top
thoroughbred horse races.  SIRIUS also features programming from
ESPN Radio and ESPNews.

                             About XM

Based in Washington, D.C., XM Satellite Radio Holdings Inc. --
http://www.xmradio.com/-- parent of XM Satellite Radio Inc.
(Nasdaq: XMSR), is a satellite radio company, with more than
8.5 million subscribers.  XM delivers entertainment and data
services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Ferrari, Subaru,
Suzuki and Toyota.

At Sept. 30, 2007, XM's balance sheet reflected total assets of
$1.7 billion, total liabilities of $2.4 billion, and a
stockholders' deficit of $790 million, compared to $1.8 billion of
total assets, $2.2 billion of total liabilities, and a
stockholders' deficit of $397 million at Dec. 31, 2007.

                          *     *     *

Standard & Poor's assigned CCC+ long-term foreign and local issuer
credit ratings to XM Satellite Radio Holdings Inc. on February
2007.

XM Satellite Radio Holdings Inc. also holds Moody's Investors
Services' Caa1 long-term corporate family rating (assigned June
2003), Caa3 senior unsecured debt rating (assigned February 2005),
and Caa1 probability of default rating (assigned September 2006).
These three ratings still hold to date.


* Gordon Brothers Acquires CompUSA & Winds Down Retail Operations
-----------------------------------------------------------------
Gordon Brothers Group, LLC has acquired CompUSA and will initiate
an orderly wind-down of CompUSA's retail store operations.

The restructuring firm is engaged in discussions with various
parties regarding the sale of certain assets.  CompUSA's 103
retail stores will remain open and staffed during the holiday
season, and will offer consumers bargains on computer and
electronic products as part of store closing sales.  Terms of the
transaction were not disclosed.

Active discussions are under way to sell select stores in key
markets as well as the company's highly-regarded technical
services business, CompUSA TechPro, and its productive Internet
sales operation, CompUSA.com.  CompUSA TechPro and CompUSA.com
will be operated by the company as going concerns until any sale
transactions are closed.

CompUSA will be run by Bill Weinstein, a Principal at Gordon
Brothers Group, acting as Interim President, and by Stephen Gray,
Managing Partner at restructuring firm CRG Partners, who will
serve as Chief Restructuring Officer.  Current CEO Roman Ross will
continue to serve the company in an executive advisory capacity
during the transition period.

"An orderly and expedited wind-down and asset sale process is the
best option for CompUSA and its creditors at this juncture," said
Weinstein.  "We are focused on assuring that CompUSA's creditors,
landlords and other key constituents are treated properly during
this process.  We are working hard to achieve the maximum recovery
possible for the company's constituents while also minimizing
unnecessary expenses.  We will actively communicate with the
various parties and their advisors starting today, and in the days
and weeks ahead."

The firm assisted CompUSA with the prior sale of under-performing
stores.

"We worked long and hard with Gordon Brothers Group to achieve a
business solution that maximizes CompUSA's assets," said Roman
Ross.  "Gordon Brothers Group has a breadth of knowledge and
expertise in this area and we take great confidence in their
capabilities."

DJM Realty, a Gordon Brothers Group company that specializes in
real estate disposition and valuations, will assist in assessing
the leases for CompUSA's store locations.

Gordon Brothers, through its affiliate Specialty Equity, LLC, is
working with two experienced advisors who are representing
creditors -- Lawrence Gottlieb of Cooley Godward Kronish LLP for
unsecured creditors, and Jim Carr of Kelley Drye & Warren LLP for
landlords.

                         About CompUSA

Based in Dallas, Texas, CompUSA -- http://www.compusa.com/-- is
one of the nation's leading retailers and resellers of technology
products and services.  CompUSA helps customers utilize technology
through a unique blend of products and highly knowledgeable sales
staff as well as technology support and service.  Founded in 1984,
CompUSA currently operates 103 stores in major metropolitan
markets across the continental United States, Hawaii and
Puerto Rico.

CompUSA serves consumer retail, small-to-medium businesses,
corporate, government and education customers.  CompUSA's retail
Web site offers an assortment of more than 80,000 products and the
ability to schedule technology services and training sessions.
Businesses may order from a catalog containing more than 220,000
products as well as select from over 100,000 online products.

                   About Gordon Brothers Group

Founded in 1903, Gordon Brothers Group --
http://www.gordonbrothers.com/-- is an advisory, restructuring
and investment firm specializing in the retail, consumer products,
real estate and industrial sectors.  The firm provides a wide
variety of services to companies at times of growth and
restructuring.  Gordon Brothers Group's capabilities include asset
valuations, dispositions and appraisals, real estate consulting
and acquisitions, retail store operations, lending, equity
investments, restructuring and advisory services.  The firm has
unparalleled expertise in assisting healthy and distressed
companies in maximizing the value of under-performing assets and
expanding operations through new products and distribution
channels.  Gordon Brothers Group's resources include over 200
professionals and 250 field experts, including former CEOs, CFOs,
merchants and executives in offices worldwide.

During the past three years, Gordon Brothers Group has appraised
over $100 billion of assets, managed more than 7,000 stores, sold
more than $10 billion of inventory and restructured or sold over
120 million square feet of retail space.  In addition, Gordon
Brothers Group currently owns over 1,600 stores through various
portfolio companies.

DJM Realty, Gordon Brothers Group's real estate division,
specializes in real estate dispositions, acquisitions, capital
solutions and valuations.  DJM Realty services the world's most
recognizable brands such as Big Lots, Borders, CVS, Pep Boys, Toys
R Us, West Marine and Yum Brands.


* Fitch Expects 2008 Will Be An Anxious Year for Paper Industry
---------------------------------------------------------------
Fitch Ratings expects that fiscal 2008 will be an anxious year in
the U.S. Paper & Forest Products industry.  Lumber and panel
producers will be occupied with right-sizing production capacities
to advance a more profitable 2009.  Paper producers will focus on
system efficiency in order to make less paper more profitably.
Containerboard mills at least through next year will enjoy full
capacity runs to feed Europe, but will likely see at best a
stagnant domestic market for corrugated boxes.

Modestly better results in 2008 are expected but with few
distinctions.  Manufactured wood companies such as Weyerhaeuser
will see lower losses in lumber and oriented strand board and, in
Weyerhaeuser's case, better profits overall from other
contributing businesses.  International Paper is strategically on
a good path with international diversification in low-cost fiber
baskets to feed developing economies, and Smurfit-Stone
Container's makeover of its production system should yield better
earnings if its progress on costs can beat inflation in the wood
basket.  In an otherwise unremarkable year, sporadic
consolidations spurred by excess capacity and the benefits of
systems integration will be compelling, if enterprise prices are
cheap, but financial metrics will be influenced more by
constrained capital expenditures rather than by business
combinations or earnings.  Debt reduction and capital/liquidity
preservation will motivate corporate strategies next year as
uncertainties still cloud our prognosis for an improving business
picture, a view relying on cost efficient productivity and a cheap
U.S. dollar rather than growth in fundamental product demand.

Lumber & Panels

Lumber and wood panel capacity will balance to demand in 2008
before a recovery in housing.  Finished goods inventories will
work back through the pipeline and cause producers to take
additional curtailments at sawmills and OSB plants, rather than
run EBITDA negative.  Prices are stabilizing, and profit margins
should get a break from some additional weakness in log prices as
2008 unfolds. U.S. producers should see operating margins return
to a marginal 3%, a remembrance of 2003.  Canadian lumber
producers will continue to bear most of the industry's pain
despite their higher efficiency in the West due to the unfavorable
terms built into the Softwood Lumber Agreement.  New OSB capacity
coming on-stream will replace older plants that will be taken out
of service.  Fiscal 2008 will be a year of adjustment that will
precede a better 2009 when demand starts to run ahead of supply
rather than behind it.  Fitch's outlook for this segment of the
industry is negative, but believes that companies emerging from
2008 will be in a better business environment than when they
entered.

Pulp & Paper

Pulp production is being fueled by export containerboard volumes
and also by export pulp demand created by the weak U.S. dollar.
Prices are also being pushed by Canadian and Brazilian costs of
production and higher prices for domestic fiber created by fewer
operating sawmills generating wood chips.  Additional softwood and
eucalyptus pulp capacities coming online in South America and
recycled containerboard capacity in China could disrupt the steady
pace of price increases seen this year. U.S. producers should
still have one good year left in 2008, but it will be a draw for
Canadian pulp exporters.

Paper demand in North America is saturated and will continue to be
negatively influenced by the move to electronic advertising and a
lower level of economic activity.  Supply curtailments by
International Paper at Bastrop, Louisiana and Pensacola, Florida
and by Domtar at Woodland, Maine, Port Edwards, Wisconsin, and
Gatineau, Quebec may buttress domestic uncoated freesheet prices
and even provide an opportunity for appreciation, but the grade
will still lose some volumes to lower priced uncoated mechanical
products made by AbitibiBowater and supercalendered grades which
will be made by NewPage.  Coated freesheet made by the latter has
also been losing market share, and in a slowing economy this
decline in demand will dominate prices, despite the fall in
imports due to the weak U.S. dollar.  The deciding profitability
factor for North American paper producers will be cost reduction
which can still be wrung from high cost capacity.  Fitch's outlook
for this segment of the industry on balance is stable.

Containerboard & Paperboard

The sinking value of the U.S. dollar should keep containerboard
exports going and mills running at near capacity despite a slowing
box demand in North America.  North American producers should
benefit at the expense of their European counterparts, and the
weakness of the dollar will offer the opportunity to raise
containerboard prices further, some of which will be jammed down
and through North American converting operations.  The
restructuring of North American box plants by the integrated
producers will continue into 2008 and should aid efforts to raise
box prices.  Improving operating margins will be best for those
producers backward-integrated into virgin pulp production.
Recycled producers will face higher fiber costs as China continues
to suck waste paper out of North America to feed it own increasing
recycled capacity.

Profits in paperboard because of excess converting capacity will
still struggle to stay ahead of cost inflation, particularly in
recycled boxboard.  The merger of Altivity Packaging with Graphic
Packaging may spawn some price increases, but a slowing demand for
consumer non-durables, domestic beverage and consumer goods
packaging could flatten any increase in prices, despite a healthy
increase in export demand for virgin derived products.  Fitch's
Outlook for corrugated and paperboard packaging is stable.

Issuer Default Ratings in Paper & Forest Products:

  -- AbitibiBowater ('B-', Outlook Negative)
  -- Georgia-Pacific ('B+', Outlook Stable)
  -- Graphic Packaging ('B', Watch Evolving)
  -- International Paper ('BBB-', Outlook Stable)
  -- Plum Creek Timber Company ('BBB-', Outlook Stable)
  -- Potlatch Corp. ('BB+', Outlook Positive)
  -- Smurfit-Stone Container ('B+', Outlook Negative)
  -- Weyerhaeuser Company ('BBB', Outlook Negative)


* S&P Lowers Ratings on 101 Tranches from 24 US Hybrid CDO
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 101
tranches from 24 U.S. cash flow and hybrid collateralized debt
obligation transactions.  At the same time, S&P affirmed its
ratings on another 47 tranches from these transactions.  The
downgraded tranches have a total issuance amount of $4.498
billion, and all are from CDOs of asset-backed securities
collateralized by structured finance securities, including U.S.
residential mortgage-backed securities.

All but 24 of the lowered ratings were on CreditWatch with
negative implications before the downgrades.  Thirty-five tranche
ratings either remain on CreditWatch negative or were placed on
CreditWatch negative, indicating a high likelihood of future
downgrades on these tranches.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 810 tranches from 291 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of exposure to
RMBS securities that have seen credit deterioration, and 548
tranche ratings from 147 transactions are currently on CreditWatch
negative.  The downgraded tranches represent an issuance amount of
$30.141 billion, while the tranches with ratings on CreditWatch
negative represent an issuance amount of $24.815 billion.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions when appropriate. Additionally,
Standard & Poor's will continue to review its current criteria
assumptions in light of the recent performance of RMBS assets and
CDOs.


               Downgrades and Creditwatch Actions

                                             Rating
                                             ------
   Transaction          Class       To          From
   -----------          -----       --          ----
ACA Aquarius 2006-1     A1-J        AA          AAA
ACA Aquarius 2006-1     A2          BBB-        AA/Watch Neg
ACA Aquarius 2006-1     A3          B           A/Watch Neg
ACA Aquarius 2006-1     B1          CCC         BBB+/Watch Neg
ACA Aquarius 2006-1     B2          CCC-        BBB/Watch Neg
ACA Aquarius 2006-1     B3          CC          BBB-/Watch Neg
ACA Aquarius 2006-1     I Sub Nts   CC          BBB-/Watch Neg

Alexander Park          D-1         BBB-        BBB/Watch Neg
  CDO I Ltd.
Alexander Park          D-2         BBB-        BBB/Watch Neg
  CDO I Ltd.

BFC Genesee CDO Ltd.    A-1LB    AAA/Watch Neg  AAA
BFC Genesee CDO Ltd.    A-2L     AA/Watch Neg   AA
BFC Genesee CDO Ltd.    A-3L     BBB+/Watch Neg A/Watch Neg
BFC Genesee CDO Ltd.    B-1L     BB-/Watch Neg  BBB/Watch Neg

Bluegrass ABS           B        AA-/Watch Neg  AA/Watch Neg
  CDO II Ltd.
Bluegrass ABS           C-1      BBB-/Watch Neg BBB/Watch Neg
  CDO II Ltd.
Bluegrass ABS           C-2      BBB-/Watch Neg BBB/Watch Neg
  CDO II Ltd.
Bluegrass ABS       Type l Com   BBB-/Watch Neg BBB/Watch Neg
  CDO II Ltd.

Coldwater CDO Ltd.      A-1      AAA/Watch Neg  AAA
Coldwater CDO Ltd.      A-2      AA/Watch Neg   AAA/Watch Neg
Coldwater CDO Ltd.      A-3      A/Watch Neg    AA/Watch Neg
Coldwater CDO Ltd.      B-2      BB+/Watch Neg  A/Watch Neg
Coldwater CDO Ltd.      C        CCC+/Watch Neg BBB/Watch Neg

GSC ABS CDO 2006-2m Ltd D        BBB            A/Watch Neg
GSC ABS CDO 2006-2m Ltd E        CCC            BBB/Watch Neg
GSC ABS CDO 2006-2m Ltd F        CCC-           BB+/Watch Neg
GSC ABS CDO 2006-2m Ltd G        CC             BB/Watch Neg

Independence IV CDO Ltd B        BBB+/Watch Neg AA/Watch Neg
Independence IV CDO Ltd C        CCC-/Watch Neg BBB/Watch Neg

Ischus CDO II Ltd.      B        AA-            AA
Ischus CDO II Ltd.      C        A-             A
Ischus CDO II Ltd.      D        BB+            BBB/Watch Neg

Libra CDO Ltd.          A        AA             AAA
Libra CDO Ltd.          B        A-             AA
Libra CDO Ltd.          C        BB+            A/Watch Neg
Libra CDO Ltd.          D        CCC-           BBB/Watch Neg
Libra CDO Ltd.          X        CC             BBB-/Watch Neg

Lincoln Avenue          A-2      AA+/Watch Neg  AAA
  ABS CDO Ltd.
Lincoln Avenue          B        BBB+/Watch Neg AA/Watch Neg
  ABS CDO Ltd.
Lincoln Avenue          C        B/Watch Neg    A/Watch Neg
  ABS CDO Ltd.
Lincoln Avenue          D        CCC-/Watch Neg BBB/Watch Neg
  ABS CDO Ltd.

Mayflower CDO I Ltd.    A-1lB    AA-/Watch Neg  AAA
Mayflower CDO I Ltd.    A-2L     BBB+/Watch Neg AA/Watch Neg
Mayflower CDO I Ltd.    A-3L     BBB-/Watch Neg A/Watch Neg
Mayflower CDO I Ltd.    B-1L     B/Watch Neg    BBB/Watch Neg

Montauk Point CDO Ltd.  B        AA-            AA
Montauk Point CDO Ltd.  C        A              AA-/Watch Neg
Montauk Point CDO Ltd.  D        BBB            A/Watch Neg
Montauk Point CDO Ltd.  E        BB             BBB/Watch Neg
Montauk Point CDO Ltd.  F        B+             BBB-/Watch Neg
Montauk Point CDO Ltd.  G        CCC+           BB+/Watch Neg

Neptune CDO III Ltd.    A-2      AAA/Watch Neg  AAA
Neptune CDO III Ltd.    A-3      AA/Watch Neg   AA
Neptune CDO III Ltd.    B        A/Watch Neg    A
Neptune CDO III Ltd.    C        BB+/Watch Neg  BBB/Watch Neg

Octans II CDO Ltd.      A-2      AA+            AAA
Octans II CDO Ltd.      A-3A     AA+            AAA
Octans II CDO Ltd.      A-3B     AA+            AAA/Watch Neg
Octans II CDO Ltd.      B        A+             AA/Watch Neg
Octans II CDO Ltd.      C-1      BBB            A/Watch Neg
Octans II CDO Ltd.      C-2      BB+            A-/Watch Neg
Octans II CDO Ltd.      D        BB             BBB/Watch Neg
Octans II CDO Ltd.      X-1      B              BBB-/Watch Neg
Octans II CDO Ltd.      X-2      CCC-           BBB-/Watch Neg

Orion 2006-2 Ltd.       A-2      A-/Watch Neg   AA+/Watch Neg
Orion 2006-2 Ltd.       B-1      BB/Watch Neg   AA/Watch Neg
Orion 2006-2 Ltd.       B-2      CCC+/Watch Neg AA-/Watch Neg
Orion 2006-2 Ltd.       C-1      CCC-/Watch Neg A-/Watch Neg
Orion 2006-2 Ltd.       C-2      CC             BBB/Watch Neg
Orion 2006-2 Ltd.       D-1      CC             BB/Watch Neg
Orion 2006-2 Ltd.       D-2      CC             BB-/Watch Neg
Orion 2006-2 Ltd.       E        CC             B-/Watch Neg
Orion 2006-2 Ltd.       X        CC             BB/Watch Neg

Pine Mountain CDO Ltd.  A-3      AA+            AAA
Pine Mountain CDO Ltd.  B        A+             AA/Watch Neg
Pine Mountain CDO Ltd.  C        BBB+           A/Watch Neg
Pine Mountain CDO Ltd.  D        B              BBB/Watch Neg

Pyxis ABS CDO 2007-1    A-2      AA+            AAA
Pyxis ABS CDO 2007-1    B        A+             AA/Watch Neg
Pyxis ABS CDO 2007-1    C        BBB-           A/Watch Neg
Pyxis ABS CDO 2007-1    D-1      CCC+           BBB/Watch Neg
Pyxis ABS CDO 2007-1    D-2      CCC            BBB-/Watch Neg
Pyxis ABS CDO 2007-1    E        CCC-           BB+/Watch Neg
Pyxis ABS CDO 2007-1    F        CC             BB-/Watch Neg
Pyxis ABS CDO 2007-1    S        AA+            AAA

RFC CDO IV Ltd.         B        AA-            AA
RFC CDO IV Ltd.         C        A-             A/Watch Neg
RFC CDO IV Ltd.         D        BBB            BBB/Watch Neg

Sherwood Funding CDO    A-2      AAA/Watch Neg  AAA
Sherwood Funding CDO    B-1      BBB+/Watch Neg AA
Sherwood Funding CDO    B-2      BBB+/Watch Neg AA
Sherwood Funding CDO    C        BB+/Watch Neg  A/Watch Neg
Sherwood Funding CDO    D        CC             BBB/Watch Neg

South Coast Funding I   A-2      B+             A-/Watch Neg
South Coast Funding      A-2     AA             AAA
  III Ltd.
South Coast Funding      A-3A    A+             AA
  III Ltd.
South Coast Funding      A-3B    A+             AA
  III Ltd.
South Coast Funding      B       BBB-           A-
  III Ltd.
South Coast Funding      C       BB-            BBB/Watch Neg
  III Ltd.

Springdale CDO 2006-1    A-2     AA             AAA
Springdale CDO 2006-1    B       BBB+           AA/Watch Neg
Springdale CDO 2006-1    C       BB+            A/Watch Neg
Springdale CDO 2006-1    D       CCC            BBB/Watch Neg
Springdale CDO 2006-1    E       CC             BB+/Watch Neg

STAtic ResidenTial       A-2     AA+            AAA
  CDO 2006-A Ltd.
STAtic ResidenTial       B       AA             AA+
  CDO 2006-A Ltd.
STAtic ResidenTial       C       A+             AA-
  CDO 2006-A Ltd.
STAtic ResidenTial       D       BBB-           A-/Watch Neg
  CDO 2006-A Ltd.
STAtic ResidenTial       E       BB             BBB/Watch Neg
  CDO 2006-A Ltd.
Tabs 2005-4 Ltd.         E       BBB-           BBB/Watch Neg

                       Ratings Affirmed

   Transaction                    Class          Rating
   -----------                    -----          ------
ACA Aquarius 2006-1               A1-S           AAA
Alexander Park CDO I Ltd.         A-1            AAA
Alexander Park CDO I Ltd.         A-2            AAA
Alexander Park CDO I Ltd.         B              AA
Alexander Park CDO I Ltd.         C              A
Bluegrass ABS CDO II Ltd.         A-1MT-a        AAA
Bluegrass ABS CDO II Ltd.         A-1MT-b        AAA
Bluegrass ABS CDO II Ltd.         A-2            AAA
BFC Genesee CDO Ltd.              A-1LA          AAA
GSC ABS CDO 2006-2m Ltd.          A1A            AAA
GSC ABS CDO 2006-2m Ltd.          A1B            AAA
GSC ABS CDO 2006-2m Ltd.          A-2            AAA
GSC ABS CDO 2006-2m Ltd.          B              AA
GSC ABS CDO 2006-2m Ltd.          C              AA-
Independence IV CDO Ltd.          A-1 Series 1   AAA
Independence IV CDO Ltd.          A-1 Series 2   AAA
Independence IV CDO Ltd.          A-2            AAA
Independence IV CDO Ltd.          A-3            AAA
Ischus CDO II Ltd.                A-1A           AAA
Ischus CDO II Ltd.                A-1B           AAA
Ischus CDO II Ltd.                A-2            AAA
Libra CDO Ltd.                    Sr Swap        AAAsrs
Lincoln Avenue ABS CDO Ltd.        A-1           AAA
Mayflower CDO I Ltd.               A-1LA          AAA
Mayflower CDO I Ltd.               X              AAA
Montauk Point CDO Ltd.             A1             AAA
Montauk Point CDO Ltd.             A2             AAA
Neptune CDO III Ltd.               A-1            AAA
Neptune CDO III Ltd.               S              AAA
Octans II CDO Ltd.                 A-1 Swap       AAAsrp
Orion 2006-2 Ltd.                  A-1A           AAA
Orion 2006-2 Ltd.                  S              AAA
Pine Mountain CDO Ltd.             A-1            AAA
Pine Mountain CDO Ltd.             A-2            AAA
Pyxis ABS CDO 2007-1 Ltd.          A-1            AAA
RFC CDO IV Ltd.                    A-2            AAA
RFC CDO IV Ltd.                    A-3            AAA
Sherwood Funding CDO Ltd           A-1            AAA
STAtic ResidenTial CDO 2006-A Ltd. A-1(a)         AAA
STAtic ResidenTial CDO 2006-A Ltd. A-1(b)         AAA
South Coast Funding I Ltd.         A-1            AA
South Coast Funding III Ltd.       A-1A           AAA
South Coast Funding III Ltd.       A-1B           AAA
Tabs 2005-4 Ltd.                   A              AAA
Tabs 2005-4 Ltd.                   B              AAA
Tabs 2005-4 Ltd.                   C              AA
Tabs 2005-4 Ltd.                   D              A


                    Other Outstanding Rating

      Transaction                       Class     Rating
      -----------                       -----     ------
      Orion 2006-2 Ltd.                 A-1B      AAA/Watch Neg


* S&P Takes Rating Actions on Various Note Classes
--------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
commercial paper and medium-term notes of three structured
investment vehicles on CreditWatch with negative implications.  In
addition, S&P lowered its ratings on all the capital
notes issued by the SIVs S&P rate, affecting a total of 14
ratings.

At the same time, S&P assigned a negative outlook to the issuer
credit ratings on 18 SIVs.  SIVs that already have senior ratings
on CreditWatch negative maintain their ratings.

The CreditWatch negative placement on Orion Finance Corp. is a
result of the vehicle's move into the enforcement mode of
operation.  Standard & Poor's is reviewing the next steps for the
vehicle and will resolve the CreditWatch placement after further
review.

Standard & Poor's has placed its ratings on Premier Asset
Collateralized Entity Ltd. on CreditWatch negative because it is
very close to breaching the capital adequacy test.  If a breach
occurs, the vehicle would enter into enforcement.  There is also a
proposed restructuring, and S&P will update the CreditWatch as
those details are confirmed.

The ratings on Harrier Finance Funding Ltd. are also placed on
CreditWatch negative, reflecting the fact that the NAV has fallen
below 50%, as reported by the vehicle's manager, as well as a
higher concentration of assets that Standard & Poor's deems to
currently have high price volatility compared with its peers.

Standard & Poor's analysis includes a review of asset, liability,
and operational condition of each SIV, as well as the leverage of
each vehicle on a mark-to-market basis.  A CreditWatch placement
has not been applied to the ratings on those SIVs that are
maintaining their stability in these areas.

Furthermore, the ratings on SIVs that are actively funding in the
general marketplace, or have already submitted advanced
restructuring plans that have few or no open questions associated
with those plans, are also not placed on CreditWatch negative.

It should be noted that managers are generally helping to manage
structures to a "soft landing" through the sale of assets in the
open market, asset switches with capital investors, and by
selecting alternative sources of funding.  The backdrop of
declining NAVs is mitigated by discussions with managers showing
that in some cases, future prospects of repaying senior
liabilities may improve as restructuring plans materialize that
lead to the full repayment of senior liabilities of the SIVs.

Indeed, the rating assumptions for the SIVs assumed that assets
would be sold at some point and that the presence of the manager
would be to strategically pursue all options to get senior
obligations paid in full.

Abacas Investments Ltd. has not been assigned a negative outlook
because the vehicle has a portfolio of short-term assets that is
very different from other SIVs in the sector.  Eaton Vance
Variable Leverage Fund Ltd. has also not been
assigned a negative outlook because its liabilities have been
termed out, which means that the liquidity risks associated with
funding and asset sales are not to the same degree as other SIVs
in the sector.  No action is taken on the ICR or senior ratings of
Hudson-Thames as all senior debt will be
repurchased by the end of next week.

The rating actions on the junior ratings are based on an analysis
of key rating factors that include the following: NAV, realised
losses from asset sales, and the value of the portfolios' exposure
to assets considered to be at risk of liquidating at lower than
the current reported prices.  Portfolios combining low NAV and
high concentrations of risky assets have generally seen more
significant downgrades.

Standard & Poor's continues to monitor all SIV ratings and is in
talks with managers regarding all aspects of the vehicles.  Future
rating actions and CreditWatch resolutions will reflect the full
spectrum of factors mentioned above and any additional information
that is material to the rating.


                         Ratings List

  ICR and Senior Ratings Placed on Creditwatch with Negative
                         Implications

                                       Rating
                                       ------
        Class            To                     From
        -----            --                     ----

Harrier Finance Funding Ltd./Harrier Finance Funding (U.S.) LLC

        ICR               AAA/Watch Neg/A-1+     AAA/--/A-1+
        CP                A-1+/Watch Neg         A-1+
        MTN               AAA/Watch Neg          AAA

  Orion Finance Corp./Asset Backed Capital Finance Inc./Orion
                        Finance (USA) LLC

        ICR               AAA/Watch Neg/A-1+     AAA/--/A-1+
        CP                A-1+/Watch Neg         A-1+
        MTN               AAA/Watch Neg          AAA

     Premier Asset Collateralized Entity Ltd./Premier Asset
                   Collateralized Entity LLC

        ICR               AAA/Watch Neg/A-1+     AAA/--/A-1+
        CP                A-1+/Watch Neg         A-1+
        MTN               AAA/Watch Neg          AAA

            Long-Term ICR Assigned Negative Outlook

                             Ratings
                             -------
                       To               From
                       --               ----

                        Asscher Finance Ltd.
                       AAA/Negative     AAA

                         Beta Finance Corp.
                       AAA/Negative     AAA

                 Carrera Capital Finance Limited
                       AAA/Negative     AAA/Stable

                   Centauri Corp./CC (USA) Inc.
                       AAA/Negative     AAA

                     Cortland Capital Limited
                       AAA/Negative     AAA/Stable

                     Cullinan Finance Ltd.
                       AAA/Negative     AAA/Stable

                 Dorada Corp./Dorada Finance Inc.
                       AAA/Negative     AAA

                       Five Finance Corp.
                      AAA/Negative     AAA


                    K2 Corp. / K2 (USA) LLC
                      AAA/Negative     AAA

             Links Finance Corp. / Links Finance LLC
                      AAA/Negative     AAA

                    Nightingale Finance Ltd.
                      AAA/Negative     AAA

                     Parkland Finance Corp.
                      AAA/Negative     AAA

                      Sedna Finance Corp.
                      AAA/Negative     AAA/Stable


                      Tango Finance Ltd.
                      AAA/Negative     AAA

                      Vetra Finance Corp.
                      AAA/Negative     AAA

Whistlejacket Capital Ltd. (merged with White Pine Corp. Ltd.)
                      AAA/Negative     AAA

White Pine Corp. Ltd. (merged with Whistlejacket Capital Ltd.)
                      AAA/Negative     AAA

                        Zela Finance Corp.
                      AAA/Negative     AAA

                     Junior Ratings Lowered


          Class                         Ratings
          -----                         -------
                                To                  From
                                --                  ----

Asscher Finance Ltd.
          Sub European mezz      B/Watch Neg         A
          Sub income note        CCC-/Watch Neg      BBB

Cullinan Finance Ltd.
          Sub income note        B-/Watch Neg        BBB

Five Finance Corp.
          Sub capital note       CCC/Watch Neg       BBB+

Hudson-Thames Capital Ltd.
          Sub capital note       CCC-/Watch Neg      BBB

K2 Corp.
          Sub income note        BB/Watch Neg        A

Kestrel Funding PLC
          Junior sub income note CCC-/Watch Neg   BB-/Watch Neg

Nightingale Finance Ltd.
          Sub capital note       BB-/Watch Neg       BBB

Premier Asset Collateralized Entity Ltd./Premier Asset
Collateralized Entity LLC
          Sub capital notes      CCC-/Watch Neg        BBB

Sedna Finance Corp.
          Sub med-term note      B-/Watch Neg        A

Tango Finance Ltd.
          Sub med-term note      B/Watch Neg         BBB+

Whistlejacket Capital Ltd.
          Sub capital note       BB-/Watch Neg       BBB+

White Pine Corp Ltd.
          Sub capital note       B-/Watch Neg        BBB+

Zela Finance Corp.
          Sub income note        B-/Watch Neg        A-


* S&P Took Various Rating Actions on Insurance Companies
--------------------------------------------------------
Standard & Poor's Ratings Services took various rating actions on
insurance companies with public information ratings.

Ratings with a 'pi' subscript are based on an analysis of an
issuer's published financial information, as well as additional
information in the public domain, and are provided without fee to
investors and to the public.  They do not, however, reflect in-
depth meetings with an issuer's management and are therefore based
on less comprehensive information than ratings without
a 'pi' subscript.  Ratings with a 'pi' subscript are reviewed
annually based on a new year's financial statements, but may be
reviewed on an interim basis if a major event occurs that may
affect the issuer's credit quality.  Public information ratings,
like other Standard & Poor's ratings, may be changed,
suspended, converted, and/or withdrawn as a result of changes in
or unavailability of information or based on other circumstances.

Standard & Poor's public information financial strength ratings
are a current opinion of the financial security characteristics of
an insurance organization with respect to its ability to pay under
its insurance policies and contracts in accordance with their
terms.  This opinion is not specific to any particular policy or
contract, nor does it address the suitability of a
particular policy or contract for a specific purpose or purchaser.
Furthermore, the opinion does not take into account deductibles,
surrender or cancellation penalties, timeliness of payment, nor
the likelihood of the use of a defense such as fraud to deny
claims.

Ratings List
                                     To           From
                                     --           ----
Ratings lowered

Homesteaders Life Co.
Motorists Life Insurance Co.
  Counterparty credit rating         BBBpi        Api
  Financial strength rating          BBBpi        Api

Louisiana Farm Bureau Mutual Insurance Co.
  Counterparty credit rating         BBpi         BBBpi
  Financial strength rating          BBpi         BBBpi

Ratings raised

Amerisafe Group
  American Interstate Insurance Co. of GA
  Silver Oak Casualty Inc.
    Counterparty credit rating       BBBpi        BBpi
    Financial strength rating        BBBpi        BBpi

Aurora National Life Assurance Co.
  Counterparty credit rating         BBBpi        BBpi
  Financial strength rating          BBBpi        BBpi

Country Insurance & Financial Services Group
  Country Mutual Insurance Co.
  Middlesex Mutual Assurance Co.
  Holyoke Mutual Insurance Co. in Salem
  Country Casualty Insurance Co.
  Country Preferred Insurance Co.
  Modern Service Insurance Co.
  MSI Preferred Insurance Co.
    Counterparty credit rating       AApi         Api
    Financial strength rating        AApi         Api

Erie Insurance Group
  Erie Insurance Exchange
  Erie Insurance Co.
  Erie Insurance Co. of New York
  Erie Insurance Property & Casualty Co.
  Flagship City Insurance Co.
    Counterparty credit rating       AApi         Api
    Financial strength rating        AApi         Api

Farm Bureau Group
  Farm Bureau Mutual Insurance Co. of ID
    Counterparty credit rating       Api          BBBpi
    Financial strength rating        Api          BBBpi

Federated Mutual Group
  Federated Mutual Insurance Co.
  Federated Service Insurance Co.
    Counterparty credit rating       AApi         Api
    Financial strength rating        AApi         Api

FM Global Group
  Factory Mutual Insurance Co.
  Affiliated FM Insurance Co.
  Appalachian Insurance Co.
    Counterparty credit rating       Api          BBBpi
    Financial strength rating        Api          BBBpi

Guarantee Trust Group
  Guarantee Trust Life Insurance Co.
  Guarantee Security Life Insurance Co. of AZ
    Counterparty credit rating       Bpi          CCCpi
    Financial strength rating        Bpi          CCCpi

INSCO DICO Group
  Developers Surety & Indemnity Co.
  Indemnity Co. of CA
    Counterparty credit rating       BBBpi        BBpi
    Financial strength rating        BBBpi        BBpi

International Fidelity Insurance Co.
  Counterparty credit rating         BBBpi        BBpi
  Financial strength rating          BBBpi        BBpi
Kentucky Farm Bureau Mutual Insurance Co.
  Counterparty credit rating         AApi         Api
  Financial strength rating          AApi         Api
Lumbermens Underwriting Alliance
American Compensation Insurance Co.
  Counterparty credit rating         BBpi         Bpi
  Financial strength rating          BBpi         Bpi

New Era Life Group
  New Era Life Insurance Co.
  New Era Life Insurance Co. of the Midwest
    Counterparty credit rating       BBpi         Bpi
    Financial strength rating        BBpi         Bpi

New Jersey Manufacturers Group
  New Jersey Manufacturers Insurance Co.
  New Jersey Re-Insurance Co.
    Counterparty credit rating       AApi         Api
    Financial strength rating        AApi         Api

Pekin Insurance Group
  Farmers Automobile Insurance Assoc.
  Pekin Insurance Co.
    Counterparty credit rating       Api          BBBpi
    Financial strength rating        Api          BBBpi

SCPIE Group
  SCPIE Indemnity Co.
  American Healthcare Specialty Insurance Co.
  American Healthcare Indemnity Co.
    Counterparty credit rating       BBpi         Bpi
    Financial strength rating        BBpi         Bpi

Ratings affirmed then withdrawn

Physicians Insurance Co. of WI
First Surety Corp. (formerly known as West Virginia Fire &
Casualty Co.)
  Counterparty credit rating         NR           BBBpi
  Financial strength rating          NR           BBBpi

Ratings Assigned
American Interstate Ins Co. of TX
  Counterparty credit rating         BBBpi
  Financial strength rating          BBBpi

Cotton States Mutual Insurance Co.
Shield Insurance Co.
  Counterparty credit rating         AApi
  Financial strength rating          AApi

Western Community Insurance Co.
  Counterparty credit rating         Api
  Financial strength rating          Api

This unsolicited rating(s) was initiated by Standard & Poor's.  It
may be based solely on publicly available information and may or
may not involve the participation of the issuer's management.
Standard & Poor's has used information from sources believed to be
reliable, but does not guarantee the accuracy, adequacy, or
completeness of any information used.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (37)         151       (7)
Alaska Comm Sys         ALSK        (28)         557       24
Apex Silver Mine        SIL        (281)       1,366     (167)
Bare Escentuals         BARE       (132)         214       76
Bearingpoint Inc        BE         (365)       2,021       384
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Holdings I        CCK         (65)       6,949      440
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
ICO Global C-New        ICOG       (103)         600      116
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (636)       1,334      827
Lodgenet Entertn        LNET        (18)         709       18
McMoran Exploration     MMR        (100)       1,807     (223)
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navisite Inc            NAVI        (14)         116       11
Nexstar Broadcasting    NXST        (87)         708      (20)
NPS Pharm Inc           NPSP       (210)         361     (119)
ON Semiconductor        ONNN        (35)       1,526      395
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (107)         759      (41)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
Voyager Learning        VLCY        (53)         917     (637)
Weight Watchers         WTW        (945)       1,037     (134)
Western Union           WU         (146)       5,685   (2,261)
Worldspace Inc.         WRSP     (1,713)         376      (42)
WR Grace & Co.          GRA        (343)       3,794   (1,246)
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

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.

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