TCR_Public/071213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 13, 2007, Vol. 11, No. 295

                             Headlines



AARDVARK ABS: Moody's Junks Rating on $44.5MM Deferrable Notes
ACCELLENT INC: Tight Liquidity Cues S&P's Negative CreditWatch
ACCESS RENT: Case Summary & 20 Largest Unsecured Creditors
ADELPHIA COMMS: Distributes $311 Mil. Cash and 1,714,365 Shares
AMERICAN FINC'L: Moody's Puts Preferred Stock Rating at (P)Ba1

AMERICAN HOME: BofA Wants Stay Lifted to Sell Loan Collateral
AMERICAN HOME: BoNY Resigns as Creditors' Committee Member
AMERICAN HOME: GMAC Willing to Take Over as Loan Servicer
AMSCAN HOLDINGS: S&P Holds Ratings and Removes Negative Watch
ARVINMERITOR INC: Signs Deal to Acquire Mascot Truck

BANC OF AMERICA: S&P Affirms Ratings on 21 Certificate Classes
BASELL AF: Fitch Cuts Rating to B+ and Removes Negative Watch
BIG A DRUG: Court Gives Interim Approval on PNC DIP Financing
BIG A DRUG: May Enter into GOB Consulting Agreement with Hudson
BLACK GAMING: Poor Performance Cues S&P to Cut Rating to B-

BOSQUE POWER: S&P Rates Proposed $412MM Sr. Facilities at B+
BROTMAN MEDICAL: Can Hire Butler Snow as Special Labor Counsel
BROTMAN MEDICAL: Court OKs McDermott as Special Medicare Counsel
BSML INC: Posts $1.6 Million Net Loss in Quarter Ended Sept. 29
CALPINE CORP: 91% of Ballots Cast Vote to Accept Plan

CAMPUS PARK: Case Summary & 20 Largest Unsecured Creditors
CBA GROUP: S&P Puts 'B' Credit Rating Under Negative Watch
CITIGROUP COMMERCIAL: Moody's Holds B3 Rating on $5.6MM Certs.
CNS RESPONSE: Cacciamatta Accountancy Raises Going Concern Doubt
CREDIT SUISSE: Credit Support Erosion Cues S&P to Lower Ratings

DANA CORP: Addresses Objections to Confirmation of Plan
DANA CORP: Bankruptcy Court to Confirm Reorganization Plan
DANA CORP: Names Post-Bankruptcy Board of Directors
DANIEL DOI: Case Summary & 19 Largest Unsecured Creditors
DAVIDSON III: Sept. 30 Balance Sheet Upside-Down by $10.2 Million

DEJA FOODS: Court Confirms Modified Amended Reorganization Plan
DELTA FINANCIAL: Angelo Gordon Aborts Recapitalization Proposal
DELTA FINANCIAL: Discloses Plan to Terminate All Employees
DELTA FINANCIAL: Interlocutory Appeal for Fidelity Suit Denied
DRI CORPORATION: Earns $499,000 in Third Quarter Ended Sept. 30

DUANE TILLIMON: Case Summary & 10 Largest Unsecured Creditors
DURA AUTOMOTIVE: Resolves Objections to Plan Confirmation
DURA AUTOMOTIVE: Court Defers Plan Confirmation Hearing to Dec. 17
DURA AUTOMOTIVE: Extends Marketing Period for $425 Mil. Exit Loan
DYNEA CANADA: Moody's Holds B2 Rating and Revises Outlook

EARTH BIOFUELS: Court Dismisses Involuntary Bankruptcy Petition
EAST LINDA: Voluntary Chapter 11 Case Summary
EDUCATE INC: S&P Puts B Credit Rating on Negative Watch
EIMSKIP HOLDINGS: Moody's Affirms B3 Corporate Family Rating
ELECTRONIC DATA: Improved Legacy Issues Prompts Moody's Review

EQUIFIRST LOAN: Moody's Lowers Rating on Class B-3 Loans to B2
EURAMAX INT'L: Weak Performance Cues S&P to Cut Rating to B-
FENDER MUSICAL: Planned Kaman Music Buy Cues Moody's Neg. Outlook
FGX INT'L: Sept. 29 Balance Sheet Upside-Down by $78.04 Million
FINANCIAL MEDIA: Kabani & Company Raises Going Concern Doubt

FIRST NLC: Moody's Downgrades Ratings on Class M-9 Certs. to B3
FORD MOTOR: Idles Light Truck Plants Two Weeks Ahead of Schedule
GREAT ATLANTIC: Moody's Confirms B3 Corporate Family Rating
GREEN PASTURES: Voluntary Chapter 11 Case Summary
H&R BLOCK: 2nd Qtr. Net Loss Triples on Discontinued Operations

H&R BLOCK: Delays Form 10-Q Filing on Pending Option One Review
HARRAH'S ENT: Gets La. & Iowa Regulators Okay on Apollo/TPG deal
HOLOGIC INC: S&P Holds 'BB-' Rating and Revises Outlook to Pos.
HOME EQUITY: Moody's Cuts Rating on Two Certificates  to B1
INDYMAC HOME: Moody's Lowers Rating on 12 Tranches

INPHOHIC INC: Committee Prefers Liquidation Over Versa BuyOut
INPHONIC INC: Nasdaq Completes Delisting of Shares
INVERNESS MEDICAL: Inks Deal to Buy BBI Holdings' Share Capital
ITC^DELTACOM: Board Sets Dec. 17 as Rights Offering Record Date
JACUZZI BRANDS: Housing Downturns Cue S&P's Negative Outlook

JEWELRY 47: Case Summary & 19 Largest Unsecured Creditors
JOHNSON RUBBER: Case Summary & 11 Largest Unsecured Creditors
JP MORGAN: Moody's Cuts Rating on Class M10 Trust to Ba2 from Ba1
JP MORGAN: Moody's Holds Ba2 Rating on Class K Certificates
KAMP RE: S&P Puts Default Rating on $190MM Floating-Rate Notes

LAM RESEARCH: S&P Says Rarings Remain on Negative CreditWatch
LB-UBS COMMERCIAL: S&P Holds Low-B Ratings on Six Cert. Classes
LEGENDS GAMING: Moody's Rates $160 Mil. Sr. Secured Notes at B1
LEGENDS GAMING: S&P Revises Rating on $160MM Sr. Secured Notes
LEVCOR INT'L: Sept. 30 Balance Sheet Upside-Down by $7.8 Million

LEVITT AND SONS: Gets Court Nod to Abandon KeyBank Collateral
LEVITT AND SONS: Wants to Hire Glankler Brown as Special Counsel
LEVITZ FURNITURE: Court Approves Jones Day as Bankruptcy Counsel
LEVITZ FURNITURE: Gets Final Nod to Hire FTI as Crisis Manager
LEVITZ FURNITURE: Young Conaway Retention Request Gets Final OK

LIBERTY TAX III: Sept. 30 Balance Sheet Upside-Down by $21.5 Mil.
LYONDELL CHEMICAL: Fitch Lower Issuer Default Rating to B+
M FABRIKANT: Banks Balk at Joint Chapter 11 Liquidation Plan
MARK IV: Operating Pressures Cue Moody's to Cut Rating to B3
MARKOV CDO: Moody's Junks Ratings on Six Note Classes

MOVIE GALLERY: Can Execute Amendments Under Restructuring Pacts
MOVIE GALLERY: Lease Action Directives on Auction Protocols Set
MOVIE GALLERY: Will Close Down Moviebeam Service on December 15
MSB OF DESTIN: Gets Interim OK to Use Rewards' Cash Collateral
MSB OF DESTIN: Taps Professionals to Pursue Insurance Claims

MSB OF DESTIN: Wants Court to Approve $100,000 DIP Financing
NICHOLS BROTHERS: Files Schedules of Assets and Liabilities
NICHOLS BROTHERS: U.S. Trustee Forms Seven-Member Committee
NICHOLS BROTHERS: Can Access Ice Floe's DIP Fund on Interim Basis
NOVASTAR FINANCIAL: Wachovia Extends Waiver Until January 4

NY WESTCHESTER: Wants Until April 14 to File Chapter 11 Plan
OCEANIA CRUISES: Regent Seven Deal Cues S&P to Affirm Ratings
POPE & TALBOT: Court Gives Final Approval on DIP Financing
POPE & TALBOT: Court Gives Final Okay to Use of Cash Collateral
POPE & TALBOT: Canadian Debtors Must Review Sale Terms, PwC Says

PORTOLA CLO: S&P Assigns 'BB' Rating on $16.5MM Class E Notes
PRORHYTHM INC: Files for Chapter 11 Protection in Delaware
PRORHYTHM INC: Case Summary & 20 Largest Unsecured Creditors
QUALITY DISTRIBUTION: $60MM Boasso Deal Cues S&P' s Dev. Watch
RADIO SYSTEMS: S&P Affirms All Ratings and Revises Outlook

REALOGY CORP: Moody's Affirms B3 Corporate Family Rating
REGAL ENTERTAINMENT: Moody's Affirms Ba3 Corp. Family Rating
RICHMOND REDEV'T: Moody's Holds Ba3 Rating on $5.6MM Bonds
RJO HOLDINGS: Increased Leverage Cues Moody's to Lower Rating
SF CONCEPTS: Case Summary & Four Largest Unsecured Creditors

SHENANDOAH VIEW: Case Summary & Five Largest Unsecured Creditors
SHERMAN SENIOR: Case Summary & 18 Largest Unsecured Creditors
SILVERTON CASINO: S&P Withdraws Ratings at Company's Request
SIMON WORLDWIDE: Sept. 30 Balance Sheet Upside-Down by $13.4 Mil.
SOUNDVIEW HOME: Moody's Downgrades Ratings on 27 Tranches

SUNDALE LTD: Case Summary & 10 Largest Unsecured Creditors
TECUMSEH PRODUCTS: Completes $10 Mil. Auto & Specialty Biz Sale
TOM STYLES: Case Summary & Eight Largest Unsecured Creditors
TRANSDIGM INC: Moody's Holds All Ratings with Stable Outlook
TRANSGLOBAL PROPERTIES: Case Summary & Two Largest Creditors

TRIPLE H: Case Summary & 13 Largest Unsecured Creditors
UNIVERSAL GUARDIAN: Posts $2.2 Million Net Loss in Third Quarter
UNITED RENTALS: Tender Offer Expiration Date Extended to Dec. 21
VICTORY MEMORIAL: Gets Bridge Order Extending Exclusive Periods
WILLIAMS PARTNERS: Completes $750 Million Wamsutter Buyout

YAZAKI INT'L: S&P Withdraws 'B+' Rating at Company's Request

* Chadbourne & Parke-London Adds 3 Partners to Finance Practice
* Shearman & Sterling Adds 13 Associates and Counsel

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000



                             *********

AARDVARK ABS: Moody's Junks Rating on $44.5MM Deferrable Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by AArdvark
ABS CDO 2007-1 on review for possible downgrade:

Class Description $1,320,000,000 Class A1 Senior Secured Floating
Rate Notes Due January 2008

  -- Prior Rating: P-1
  -- Current Rating: P-1, on review for possible downgrade

In addition Moody's also announced that it has downgraded and left
on review for possible downgrade these notes:

Class Description: $78,000,000 Class A2 Senior Secured Floating
Rate Notes Due July 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $47,000,000 Class B Senior Secured Floating
Rate Notes Due July 2047

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

In addition Moody's also announced that it has downgraded these
notes:

Class Description: $23,500,000 Class C Secured Floating Rate
Deferrable Notes Due July 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa3

Class Description: $21,000,000 Class D Secured Floating Rate
Deferrable Notes Due July 2047

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: C

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ACCELLENT INC: Tight Liquidity Cues S&P's Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' corporate credit rating, for Wilmington, Massachussetts-
based Accellent Inc. on CreditWatch with negative implications.
      
"This action reflects the company's tight liquidity," noted
Standard & Poor's credit analyst Cheryl Richer.

Also, although Accellent amended its credit facility in April 2007
to provide additional cushion, the leverage ratio covenant will
decline to 8.0x at year-end 2008.  Accellent's current debt
leverage was 8.2x (per the loan calculations) at the end of the
2007 third quarter.
     
Despite its position as a leading participant in the niche medical
device contract manufacturing business, Accellent's sales declined
4.5% for the first three quarters of 2007 over the 2006 period,
although there has been sequential improvement in the past three
quarters of 2007.  EBITDA declined more steeply because of lower
selling prices and a less favorable product mix.  Year-to-date
sales were negatively affected by the loss of the Boston
Scientific contract ($11 million) and a $7 million decrease in
sales volume.  Orthopedic demand, which experienced a 40% decline
in 2006, declined by over 19% for the first nine months of 2007
over the 2006 period.  Because of the continued weakness in new
orthopedic product launches by customers, Accellent took an $82
million charge in the first half of 2007. Per our adjustments,
debt to EBITDA was just under 8x at Sept. 30, 2007, as a result of
the KKR acquisition financing ($705 million of debt and $640
million of equity) and subsequent weakened sales growth over the
past several quarters; EBITDA interest coverage has hovered at
about 1.5x.
     
While Accellent has no debt maturities prior to 2012, near-term
liquidity remains a concern.  The company had only $5 million of
cash at Sept. 30, 2007, and free operating cash flow used $5
million for the nine months ended Sept. 30, 2007.  Although the
company had $55 million available on its revolving credit facility
at the end of the third quarter, its ability to draw on the
facility is constrained by limited headroom under its covenants.
     
S&P will evaluate fourth quarter results, management strategies to
improve operations and cash flow, and any potential sponsor
(Kohlberg Kravis Roberts & Co.) support to determine if, and the
extent to which, ratings will be lowered.


ACCESS RENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Access Rent to Own, LLC
             PO Box 8049
             Prairie Village, KS 66208

Bankruptcy Case No.: 07-22792

Type of Business: The Debtor is an equipment and car rental
                  company.

Chapter 11 Petition Date: December 11, 2007

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Joanne B. Stutz, Esq.
                  Evans & Mullinix P.A.
                  7225 Renner Road, Suite 200
                  Shawnee, KS 66217
                  Tel: (913) 962-8700

Total Assets: $745,481

Total Debts:  $1,828,624

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Gerald Washington              loan; value of        $1,524,493
10960 Highway 341 South        security: $85,000
Randolph, MS 38864
  
Caye Home Furnishings LLC      trade debt               $16,507
dba Stratford Upholstery
1201 W. Bankhead
New Albany, MS 38652

Autco Dist                     trade debt               $15,767
10900 Midwest Industrial Blvd
Saint Louis, MO 63132

Liberty Dist                   trade debt               $10,380

Quick Trip Fleet Services      services                  $8,214

Zurich Insurance               services                  $6,587

Mittleman Furn. Dist.          trade debt                $3,926

Blue Cross/Blue Shield         services                  $3,689

Kansas City Power and Light    utilities                 $3,606

Nieman Plaza Shopping Center   unpaid Rent               $2,846

Richard F. Haitbrink           attorneys fees            $2,756

Blue Ridge 56th Street LLC     unpaid Rent               $2,660

Everest Connections telephone  services                  $1,578

KCWE TV                        services                  $1,545

Kansas City Board              utilities                 $1,411

Hightouch Inc.  software       services                  $1,269

Firestone                      trade Debt                  $623

Deffenbaugh Disposal           services                    $554

XM Satellite Radio             services                    $390

Active Telecom                 services                    $341


ADELPHIA COMMS: Distributes $311 Mil. Cash and 1,714,365 Shares
---------------------------------------------------------------
Adelphia Communications Corporation reported subsequent
distributions of $311 million in cash and 1,714,365 shares of TWC
Class A Common Stock to holders of Allowed Claims against the
parent Adelphia Communications Corporation pursuant to the First
Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of
Adelphia Communications Corporation and Certain Affiliated
Debtors, dated as of Jan. 3, 2007, as Confirmed.

The 1,714,365 shares of TWC Class A Common Stock to be distributed
have a "Deemed Value" under the Plan of $65 million and a fair
market value as of Dec. 6, 2007, of $45 million.

The amount and timing of such distributions as a result of the
release of escrows, reserves and holdbacks are subject to the
terms and conditions of the Plan and numerous other conditions and
uncertainties, many of which are outside the control of
Adelphia and its subsidiaries.

Pursuant to a Nov. 2, 2007 order of the United States Bankruptcy
Court for the Southern District of New York, DTC's use of its
standard distribution procedures in connection with this
distribution on account of cancelled ACC securities will be deemed
in compliance with the Plan.

Such order further provides that as of the close of business on
Dec. 17, 2007, DTC may no longer recognize any changes in
beneficial ownership of the right to receive distributions under
the Plan.  The order also provides that the company has retained
the right to, in effect, withdraw the restriction prior to Dec.
17, 2007, if it determines such restriction is no longer
necessary.

                    About Adelphia Comms

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-
10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates' chapter 11 cases.  The
Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  


AMERICAN FINC'L: Moody's Puts Preferred Stock Rating at (P)Ba1
--------------------------------------------------------------
Moody's Investors Service has upgraded the senior debt ratings for
American Financial Group, Inc. and its wholly owned subsidiary,
Great American Financial Resources, Inc to Baa2 from Baa3 as well
as the insurance financial strength ratings of American
Financial's leading property and casualty insurance subsidiaries
to A2 from A3.  This action concludes a review for possible
upgrade that was initiated on Oct. 5, 2007.  The outlook for the
ratings is stable.

According to Moody's, the upgrade for Great American Insurance
Company, and its affiliated P&C pool members reflects the group's
improved capital adequacy, higher levels of profitability and
fixed charge coverage as well as the parent company's intention to
maintain financial leverage at current levels.  AFG's property &
casualty insurance subsidiaries maintain strong niche positions in
many specialty commercial lines with a focus on underwriting
profitability.  Moody's believes that management has instituted a
performance driven compensation structure, with a significant
contingent, deferred component which works well within the often
volatile property and casualty industry.  While the company's
financial profile has improved significantly, key challenges
remain high operational leverage, exposure to natural and man-made
catastrophe losses, particularly a California earthquake, and
concerns surrounding the company's corporate governance structure.

Moody's also maintained the three notch spread between AFG's Baa2
senior debt rating and the A2 IFS ratings of its lead P&C
operating subsidiaries, which is typical for U.S. based insurance
holding company structures.  While Moody's review also considered
the ongoing organization restructuring following the acquisition
of the minority interest in GAFRI, Moody's believes that the
diversification of revenues and earnings from the smaller life
operations was not sufficient to narrow the notching.

According to Moody's, lower operating and financial leverage,
stronger earnings that lead to continued improvements in risk
adjusted capital, interest coverage levels consistently above 7x
as well as significant improvement in the company's corporate
governance structure could lead to a rating upgrade.  Conversely,
failure to sustain improved earnings and/or risk adjusted
capitalization, adverse development in excess of 5% of reserves,
increased operating or financial leverage or interest coverage
levels below 6x could lead to a rating downgrade.  Specifically as
it relates to notching, a multinotch upgrade of the IFS ratings of
the company's lead life companies as well as greater balance
between P&C and life earnings and cashflow to service AFG debt
could lead to a narrowing of the notching between the senior debt
rating and the IFS ratings of AFG's lead P&C operating
subsidiaries.

Moody's confirmed the A3 insurance financial strength rating for
AFG's leading stand-alone workers' compensation insurance company,
Republic Indemnity Company of America.  Republic Indemnity's
rating reflects the monoline nature and often volatile business
profile and its significant exposure to gross catastrophe losses,
particularly from a California earthquake.

Moody's also affirmed the A3 insurance financial strength rating
and reiterated the positive outlook on American Financial's life
insurance subsidiary, Great American Life Insurance Company.

These ratings have been upgraded with a stable outlook:

  * American Financial Group, Inc. -- senior debt at Baa2;
    senior unsecured at (P)Baa2; subordinated unsecured at     
    (P)Baa3; preferred stock at (P)Ba1;

  * AAG Holding Company, Inc. -- senior debt at Baa2; senior
    unsecured at (P)Baa2; subordinated unsecured at (P)Baa3;

  * American Financial Capital Trust II, III, IV -- preferred
    securities at (P)Baa3;

  * American Annuity Capital Trust II -- preferred securities
    at Baa3;

  * Great American Insurance Company -- insurance financial
    strength at A2;

  * Great American Alliance Insurance Company -- insurance
    financial strength at A2;

  * Great American Assurance Company -- insurance financial
    strength at A2;

  * Great American Contemporary Insurance Company -- insurance
    financial strength at A2;

  * Great American E&S Insurance Company -- insurance financial
    strength at A2;

  * Great American Fidelity Insurance Company -- insurance
    financial strength at A2;

  * Great American Insurance Company of New York -- insurance
    financial strength at A2;

  * Great American Protection Insurance Company -- insurance
    financial strength at A2;

  * Great American Security Insurance Company -- insurance
    financial strength at A2;

  * Great American Spirit Insurance Company -- insurance
    financial strength at A2;

  * Worldwide Casualty Insurance Company -- insurance financial
    strength at A2;

These ratings have been confirmed with a stable outlook:

  * Republic Indemnity Company of America -- insurance
    financial strength at A3.

These ratings have been affirmed with a positive outlook:

  * Great American Life Insurance Company -- insurance
    financial strength at A3.

American Financial, located in Cincinnati, Ohio, (NYSE:AFG) is a
diversified holding company that, through its operating
subsidiaries, provides specialty commercial property and casualty
insurance, as well as tax-deferred annuities and life insurance
products.  For the first nine months of 2007, American Financial
reported $3.4 billion in total revenue and net income of $293
million.  As of Sept. 30, 2007, shareholders' equity was
$3.0 billion.


AMERICAN HOME: BofA Wants Stay Lifted to Sell Loan Collateral
-------------------------------------------------------------
Bank of America, N.A., the administrative agent for certain
prepetition secured lenders, asks the U.S. Bankruptcy Court
for the District of Delaware for relief from automatic stay
to exercise its rights as a secured creditor to sell certain
collateral, which includes outstanding construction-to-perm
mortgage loans on single-family residences.  The Construction-
to-Perm Loans are residential loans supporting the construction
or improvement of single-family homes, which convert to regular/
permanent mortgage loans, or which mature in anticipation of
refinancing by third parties, once the home is built or the
improvements are completed.

A hearing to consider the request has been set for Dec. 21, 2007.
Responses to the request must be filed no later than Dec. 14, at
4:00 p.m.

Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon
LLP, in Wilmington, Delaware, relates that as of Aug. 6, 2007,
American Home Mortgage Investment Corp. and its debtor-
affiliates owed approximately $1,104,550,000 to the Prepetition
Secured Parties, pursuant to a certain prepetition credit
agreement.  
In addition, pursuant to a security agreement, BofA holds first
priority security interests in and liens upon certain of the
Debtors' assets, including 85 Construction-to-Perm Loans, for
the ratable benefit of the Prepetition Secured Parties.  The
Debtors' total committed principal amount with respect to the
Construction-to-Perm Loans is $51,691,650, of which $30,478,019
has been funded and is outstanding.  A maximum of $21,213,631
might still need to be advanced with respect to the loans, she
says.

Ms. Silverstein contends that when advances to contractors and
subcontractors on the Construction-to-Perm Loans are disrupted,
the value of the underlying collateral supporting the loans could
be harmed.  She notes that, prepetition, American Home Mortgage
Servicing, Inc., funded the advances under the Credit Agreement,
in which the Prepetition Secured Parties generally advanced 85%
of the draw requests and the Debtors generally advanced the
remaining 15%.

Pursuant to the terms of the Final Cash Collateral Order, BofA
agreed to allow the Debtors to use up to $3,000,000 of cash
collateral from postpetition collections of the Construction-to-
Perm Loans to fund additional advances under the loans.  BofA
allowed the arrangement to protect and preserve the properties
and the other collateral securing the Construction-to-Perm Loans,
Ms. Silverstein discloses.  As of December 4, 2007, the Debtors
used $2,493,288 of Cash Collateral since the Petition Date to
fund additional advances under the Construction-to-Perm Loans.  
She points out that the Debtors have not funded any of the
advances.

Ms. Silverstein tells the Court that BofA and and the Prepetition
Secured Parties are no longer required to fund advances under the
Construction-to-Perm Loans, but, interested parties are demanding
that advances be funded, like James D. Rucker, in El Dorado
Hills, California.  She discloses that a potential buyer is
willing to purchase the Construction-to-Perm Loans and take over
the funding obligations almost immediately.  However, the Debtors
have refused to entertain the offer despite the fact that the
Debtors' prior Court-approved auction for the Construction-to-
Perm Loans failed, she continues.

The Debtors did not receive any bids for the Construction-to-Perm
Loans that provided any value to the Debtors' estates by the bid
deadline, resulting to the cancellation of the proposed auction,
Ms. Silverstein reminds the Court.  She relates that the Debtors
have continued to market the Construction-to-Perm Loans and
received an offer that would provide substantial value to the
bankruptcy estates.  In addition, the Potential Buyer would fund
further advances shortly after a closing.  However, despite the
offer, she says that the Debtors inexplicably refused to provide
reasonable due diligence to the Potential Buyer and have
not agreed to sell the loans.

Pursuant to 362(d)(2) of the Bankruptcy Code, the Court should
lift the automatic stay as to the Construction-to-Perm Loans
because the Debtors have no equity in the loans and the
underlying C/P Loan Collateral, Ms. Silverstein contends.  She
adds that, among other things, the loans are not necessary to the
Debtors' effective reorganization.

Therefore, BofA asks the Court to (i) lift or modify the
automatic stay, so that it may sell the Construction-to-Perm
Loans, including, the underlying C/P Loan Collateral, and (ii)
direct the Debtors to promptly provide reasonable due diligence
required by the Potential Buyer.  BofA also asks the Court for an
expedited hearing on its request, pursuant to Rule 9006-1(e) of
the Local Rules of Bankruptcy Practice and Procedure of the
United States Bankruptcy Court for the District of Delaware.

                         Debtors Object

The Debtors contend that the Potential Buyer actually conducted
significant due diligence with a team of four or five people at
the Debtors' premises for several days, and had complete access
to the loan files.  They tell Judge Sontchi that they fully
responded to requests for due diligence information, and engaged
in good-faith discussions with the Potential Buyer to obtain an
acceptable offer for the Construction-to-Perm Loans.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, says that in addition to the
discussions, the Debtors are also analyzing alternative
strategies, which they believe may achieve greater value for the
bankruptcy estates.

Mr. Patton relates that the Debtors made a presentation to the
Official Committee of Unsecured Creditors' professionals
regarding the alternatives, and intend to make a similar
presentation to BofA within days.  He notes that requiring the
Debtors to defend against BofA's request by the expedited
deadline of December 12, 2007, will undermine the efforts to
achieve maximum value.

The issues raised in the request are extremely important and
affect not only the Debtors and BofA, but various other creditor
constituencies, Mr. Patton says.  To the extent the Debtors, the
Creditors Committee and BofA cannot agree upon an acceptable
course of action regarding the Construction-to-Perm Loans in the
next several days, the Debtors will need to devote substantial
time and resources to prepare for the hearing on BofA's request,
he argues.

Accordingly, the Debtors ask the Court (i) to deny the request
for an expedited hearing, and (ii) to hear the request on
December 21, to afford them to explore other alternatives and, if
necessary, adequately prepare for that hearing.

                       About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors 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. 19, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: BoNY Resigns as Creditors' Committee Member
----------------------------------------------------------
Representing the U.S. Trustee for Region 3, Joseph J. McMahon,
Jr., informs the U.S. Bankruptcy Court for the District of
Delaware that Bank of New York Trust Company resigned from the
Official Committee of Unsecured Creditors in American Home
Mortgage Investment Corp. and its debtor-affiliates' bankruptcy
cases effective Nov. 13, 2007.  Law Debenture Trust Company of
New York is appointed to the Creditors Committee effective
immediately.

The Creditors Committee is now composed of:

            (1) Wilmington Trust Company
                Attn: James J. McGinley
                520 Madison Avenue, 33rd Floor
                New York, New York 10022
                Tel: (212) 415-0522
                Fax: (212) 415-0513

            (2) Deutsche Bank National Trust Co.
                Attn: Brendan Meyer
                1761 East Street Andrew Place
                Santa Ana, California 92705
                Tel: (212) 250-2921
                Fax: (212) 797-0022

            (3) Nomura Credit & Capital, Inc.
                Attn: Juliet F. Buck
                2 World Financial Center, Building B
                New York, New York 10281
                Tel: (212) 667-9368
                Fax: (212) 667-1024

            (4) Impac Funding Corporation
                Attn: Steve Wichmann
                19500 Jamboree Road
                Irvine, California 92612
                Tel: (949) 260-4549
                Fax: (949) 221-4869

            (5) Waldners Business Environments, Inc.
                Attn: John A. Marsicano
                125 Route 110
                Farmingdale, New York 11735
                Tel: (631) 844-9368
                Fax: (631) 694-6303

            (6) United Parcel Service
                Attn: Steven Sass, RMS-Agent for UPS
                307 International Circle, Suite 270
                Hunt Valley, Maryland 21030
                Tel: (410) 773-4040
                Fax: (410) 773-4057

            (7) Law Debenture Trust Company of New York
                Attn: James D. Heaney
                400 Madison Avenue, 4th Floor
                New York, New York 10017
                Tel: (212) 750-6474
                Fax: (212) 750-1361

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 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. 19, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: GMAC Willing to Take Over as Loan Servicer
---------------------------------------------------------
GMAC Mortgage LLC tells the U.S. Bankruptcy Court for the District
of Delaware that as far as it is aware, American Home Mortgage
Investment Corp. and its debtor-affiliates have not entered into
any other agreements or filed any other requests to sell or
address their servicing rights, if any, under a certain home
equity line of credit servicing agreement among GMAC, as back-up
servicer, American Home Mortgage Acceptance Inc., as servicer,
American Home Investment Trust 2006-2, as issuing entity, and
Deutsche Bank Trust Company Americas, as indenture trustee.

Kimberly E. C. Lawson, Esq., at Reed Smith LLP, in Wilmington,
Delaware, notes that upon the final closing of the sale of the
Debtors' mortgage loan servicing business, they will lack the
ability to service the 2006-2 HELOCs since their entire servicing
operation will be transferred to AH Mortgage Acquisition Co.,
Inc.  She says that AHM Acceptance is no longer making loans to
fund draw requests under the 2006-2 HELOCs, and that the HELOC
borrowers have not received any notice from any Debtor that the
2006-2 HELOCs are "frozen," and that no further draw requests
will be honored.  The failure to notify HELOC Borrowers presents
a very serious issue because they may be incurring obligations
believing that they can draw on their HELOC to fund the
obligations, she continues.

Ms. Lawson says that GMAC can neither admit nor deny a number of
factual allegations contained in CIFG Assurance North America,
Inc.'s request, but, she assures the Court that GMAC is prepared
to take over as servicer under the Servicing Agreement, provided
that it is accorded the authority to do so by the Court and by
AHM Acceptance, who currently possess the files, books, records
and funds pertaining to the 2006-2 HELOCs.  However, she
clarifies that GMAC is only prepared to take over the servicing
of the 2006-2 HELOCs, and not to advance any funds to meet draw
requests made by HELOC Borrowers.

GMAC tells the Court that it concurs with the request to the
extent that CIFG seeks relief from the automatic stay, so that
GMAC may take over as servicer.  Therefore, GMAC asks the Court
to:

   -- modify the automatic stay to permit CIFG, GMAC and any
      other non-Debtor parties to the Servicing Agreement to take
      all actions necessary to terminate AHM Acceptance as
      servicer;

   -- direct AHM Acceptance to comply with the Servicing
      Agreement as it relates to the transfer of servicing to
      GMAC, or any other successor servicer; and

   -- direct AHM Acceptance to send a notice to the HELOC
      Borrowers that the 2006-2 HELOCs are "frozen" and that no
      further loans will be made to them.

          Debtors Willing to Give Up Servicing Rights,
                   But Oppose Payment Demands

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, tells the Court that other than
through an arrangement with AHM Acquisition, the Debtors are
without the necessary resources to perform servicing under the
Servicing Agreement.  In addition, the Debtors believe that their
Servicing Rights are of inconsequential value to the bankruptcy
estates.  Hence, the Debtors consent to the abandonment and
termination of the Servicing Rights and seek to efficiently and
timely permit GMAC to succeed to them.

However, since the filing of the Debtors' response to CIFG's
request, they have been unable to negotiate a consensual form of
order granting relief to CIFG and to permit GMAC to succeed the
Debtors.  Instead, CIFG, and now GMAC, continue to demand relief
well beyond that customarily granted by a court on a relief for
relief from the automatic stay, Mr. Patton says.  He points out
that (i) CIFG improperly requests the Court to direct the Debtors
to pay all costs and expenses related to the transition of the
servicing to GMAC or the successor servicer, and (ii) GMAC
demands that the Debtors pay for the cost and expense of the
complete transfer of all servicing data and attorney's fees and
disbursements.

Mr. Patton contends that the law makes clear that a motion for
relief is not designed to short circuit non-bankruptcy
substantive and procedural requirements.  He argues that the
Debtors vehemently oppose the inappropriate attempts of CIFG and
GMAC to go beyond the procedural and summary relief granted on a
request for relief.  If CIFG and GMAC seek substantive relief,
like payment of administrative claims, then, the request should
be procedurally proper, he continues.

The Debtors, therefore, submit that any order on the request
should simply provide for the termination of the automatic stay
and preserve the rights with respect to the Debtors' assets.  
Given there is no authority for the language that CIFG and GMAC
demand to be included in the proposed form of order that seeks to
impose a significant administrative expense and burden on the
estates, the Debtors ask Judge Sontchi to deny the relief sought.

                       About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors 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. 19, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMSCAN HOLDINGS: S&P Holds Ratings and Removes Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Elmsford, New York-based Amscan Holdings Inc., including the 'B'
corporate credit rating, and removed the ratings from CreditWatch,
where they were placed with negative implications on Sept. 18,
2007.  The CreditWatch placement followed the announcement that
Amscan would acquire Factory Card & Party Outlet for about
$72 million, including the assumption of FCPO's outstanding debt.  
The outlook is negative.
     
The acquisition was financed with about $83 million of borrowings
under the company's recently upsized $250 million asset-based
revolving credit facility.  In addition, on Nov. 2, 2007, Amscan
announced the formation of Party City Franchise Group and the
purchase of retail stores by Party City Corp. (a direct subsidiary
of Amscan Holdings Inc.) and PCFG for about $80 million in cash
and other considerations.
      
"Despite the increased leverage from these transactions, we expect
the company will be able to meaningfully reduce leverage in the
coming quarters," said Standard & Poor's credit analyst
Christopher Johnson.


ARVINMERITOR INC: Signs Deal to Acquire Mascot Truck
----------------------------------------------------
ArvinMeritor Inc. has entered into an agreement to acquire Mascot
Truck Parts Ltd.  Terms of the acquisition were not disclosed.

Mascot's 170 full-time employees, six remanufacturing locations,
and current customer base will become part of the ArvinMeritor
team.  Mascot enjoys a customer satisfaction level with its loyal
customers in Canada and the United States.

"This expansion of our remanufacturing business makes sense for
our customers and aligns with our business strategy to grow the
aftermarket business," Carsten Reinhardt, president of
ArvinMeritor's Commercial Vehicle Systems business, said. "Mascot
has a similar passion for providing its customers with high-
quality, dependable, remanufactured components - all of
which complement the ArvinMeritor remanufacturing model."

"Our reputation for quality, customer service, wholesale-only
distribution, and extensive product knowledge are considerable
assets that we have developed for many years. We believe this
arrangement between ArvinMeritor and Mascot will offer the market
products and services unmatched by our competition," Glenn
Hanthorn, president of Mascot, said.

Mascot's six Canadian remanufacturing locations - including three
in Mississauga, Ontario; and one each in Edmonton, Alberta;
Moncton, New Brunswick; and Boucherville, Quebec - well as its
network of logistic centers across North America that provides
customers with immediate availability of remanufactured products -
will become integral to ArvinMeritor's remanufacturing business.

ArvinMeritor established its axle carrier remanufacturing
operation in 1982 at its Florence, Kentucky, national parts
distribution center, and has since moved that operation into a
major remanufacturing center that now includes brake shoes,
transmissions and trailer axles, with 275,000 sq. ft. and 220
employees in Plainfield, Indiana.

In late 2006, ArvinMeritor reached two remanufacturing milestones
with production of its 10 millionth brake shoe and 50,000th axle
differential carrier produced for North American customers.

                 About Mascot Truck Parts Ltd.

Based in Mississauga, Ontario, Canada, Mascot Truck Parts Ltd. is
a remanufacturer of transmissions, drive axle carriers,
steering gears and drivelines.  Founded in 1936, these products
are available from more than 20 facilities in Canada and the U.S.,
allowing delivery of quality products and service across North
America.

                        About Arvinmeritor

Headquartered in Troy, Michigan, ArvinMeritor Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- supplies integrated systems,       
modules and components to the motor vehicle industry.  The company
serves commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets, and light vehicle
manufacturers.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Fitch Ratings downgraded its ratings on ArvinMeritor Inc.
including Issuer Default Rating to 'BB-' from 'BB'; Senior secured
revolver to 'BB' from 'BB+'; and Senior unsecured notes to 'B+'
from 'BB-'.  The rating outlook is negative.

Standard & Poor's Ratings Services lowered its corporate credit
rating and related ratings on ArvinMeritor Inc. to 'B+' from
'BB-'.  The outlook is negative.  
      
Moody's Investors Service downgraded ArvinMeritor's Corporate
Family Rating to B1 from Ba3 and maintained the outlook at stable.  
Moody's also lowered its ratings on the company's secured bank
obligations (to Ba1, LGD-1, 8% from Baa3, LGD-2, 13%) and
unsecured notes (to B2, LGD-4, 63% from B1, LGD-4, 63%).  The
Probability of Default is changed to B1 from Ba3, while the
company's Speculative Grade Liquidity rating remains SGL-2.  The
outlook is stable.


BANC OF AMERICA: S&P Affirms Ratings on 21 Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 21
classes of commercial mortgage pass-through certificates from Banc
of America Commercial Mortgage Inc.'s series 2004-4.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Nov. 13, 2007, remittance report, the trust collateral
consisted of 103 mortgage loans with an aggregate principal
balance of $1.212 billion, compared with 108 loans totaling $1.296
billion at issuance.  Excluding the $107.4 million (8%) of
collateral in the pool that was defeased, the master servicer,
Bank of America N.A., reported financial information for 97% of
the nondefeased loans in the pool.  Ninety-seven percent of the
servicer-reported information was data for full-year 2006 or for
the nine months ended Sept. 30, 2007.  Based on this information,
Standard & Poor's calculated a weighted average debt service
coverage of 1.96x, up from 1.67x 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.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $514.2 million (42%) and a weighted average
DSC of 2.06x, up from 1.80x at issuance.  One of the top 10
exposures is on the master servicer's watchlist and is discussed
below.  Standard & Poor's reviewed the property inspection reports
provided by the master servicer for the assets underlying the top
10 exposures, and all were reported to be in "good" or "excellent"
condition.
     
Three of the top 10 exposures exhibited credit characteristics
consistent with those of investment-grade obligations at issuance
and continue to do so.  Details of these exposures are:

     -- The largest exposure in the pool, Bank of America
        Center, is secured by a 1.5 million-sq.-ft. class A
        office building, a 228,200-sq.-ft. class B office
        building, and a 64,000-sq.-ft. bank branch building in
        San Francisco, California.  The properties are
        encumbered by a $520.0 million interest-only mortgage
        that is split into three pari passu notes.  In
        addition, the borrower's equity interests in the real
        estate secure a $178.3 million mezzanine loan.  The
        $253.0 million A-1 note is further split into a senior
        participation of $150 million (12% of pooled balance),
        which supports the pooled certificate classes, and a
        junior participation of $103 million, which is the sole
        source of cash flow for the BC raked certificate
        classes.  The A-1 junior participation is subordinate
        to the A-1 senior participation and the other pari
        passu notes.  The master servicer reported a DSC of
        2.40x for the six months ended June 30, 2007, and 95%
        occupancy as of September 2007.  Standard & Poor's
        underwritten net cash flow has increased 3% since
        issuance.

     -- The third-largest exposure in the pool is secured by
        3.2 million sq. ft. of the Dallas Market Center, which
        is a wholesale merchandise trade mart complex with over
        5 million total sq. ft. in Dallas.  The property is
        encumbered by a $136.4 million mortgage, which is split
        into two pari passu notes.  The $88.7 million A-1 note
        is further split into a senior participation of $62.9
        million (5% of pooled balance) that supports the pooled
        certificate classes, and a junior participation of
        $25.8 million, which is the sole source of cash flow
        for the DM raked certificate classes.  The A-1 junior
        participation is subordinate to the A-1 senior
        participation and the other pari passu note.  The
        master servicer reported a DSC of 2.66x as of year-end
        2006 and 91% occupancy as of April 2007.  Standard &
        Poor's underwritten NCF has increased approximately 21%
        since issuance due to higher rental income.

     -- The eighth-largest exposure in the pool, Northpointe
        Plaza ($30.9 million, 3%), is secured by a 360,800-sq.-
        ft. grocery-anchored power retail center in Spokane,
        Washington.  Bank of America reported a DSC of 2.88x as
        of year-end 2006 and 97% occupancy as of June 2007.  
        Standard & Poor's underwritten NCF is comparable to its
        level at issuance.  

The master servicer reported a watchlist of 13 loans totaling
$93.9 million (8%).  The largest loan on the watchlist, Precision
Park ($20.4 million, 2%), is secured by a 723,800-sq.-ft.
industrial property in North Kingstown, Rhode Island.   The loan
is on the watchlist due to a low DSC of 0.25x and a low occupancy
of 28% as of the nine months ended Sept. 30, 2007.  The borrower
signed new leases during the fourth quarter of 2007, which are
expected to bring the occupancy up to 42%.
     
One of the four cross-collateralized and cross-defaulted loans
that make up the fifth-largest exposure in the pool, the Sun
Communities Crossed portfolio 1 ($39.5 million, 3%), is on the
watchlist.  The loans are secured by four manufactured housing
communities with 1,744 pads located in Indiana, Florida, and
Virginia.  The Sun-Communities-Meadows loan ($7.3 million) is
secured by a 330-pad community in Nappanee, Indiana.  The loan is
on the watchlist due to a low reported DSC of 1.03x and 61%
occupancy as of the second quarter of 2007.

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

                       Ratings Affirmed
  
            Banc of America Commercial Mortgage Inc.
  Commercial mortgage pass-through certificates series 2004-4

            Class       Rating    Credit enhancement
            -----       ------     ----------------
            A-2         AAA             13.90%
            A-3         AAA             13.90%
            A-4         AAA             13.90%
            A-5         AAA             13.90%
            A-6         AAA             13.90%
            A-1A        AAA             13.90%
            B           AA              10.96%
            C           AA-             10.03%
            D           A                8.29%
            E           A-               7.49%
            F           BBB+             6.15%
            G           BBB              5.21%
            H           BBB-             3.88%
            J           BB+              3.34%
            K           BB               2.81%
            L           BB-              2.27%
            M           B+               2.01%
            N           B                1.74%
            O           B-               1.34%
            XC          AAA               N/A
            XP          AAA               N/A


                   N/A  -- Not applicable.


BASELL AF: Fitch Cuts Rating to B+ and Removes Negative Watch
-------------------------------------------------------------
Fitch Ratings has downgraded Basell AF SCA's and Lyondell Chemical
Co.'s Long-term Issuer Default ratings to 'B+' from 'BB-' and
removed them from Rating Watch Negative where they were originally
placed on 17 July 2007.  Stable Outlooks are assigned to the Long-
term IDRs. Basell's Short-term IDR is also affirmed at 'B'.

Fitch has also downgraded Basell's senior notes and Millenium
America Inc's senior notes to 'B-'/'RR6' from 'B+' and 'BB'/'RR2',
respectively, as well as assigned a 'B'/'RR5'rating to Lyondell
Basell Finance Co's bridge facility.  Fitch has taken further
rating action involving various subsidiaries and debt instruments,
as listed below in detail.

Fitch's ratings actions follow substantial re-leveraging to
facilitate the fully debt-funded merger of chemical companies
Basell and Lyondell.  Fitch believes that credit metrics of the
combined new group, including net total leverage of approximately
4.9x, cash interest cover of approximately 2.4x, (ratios based on
the pro forma unadjusted LTM September 7 EBITDA of $4,9bn) and
available liquidity are commensurate with the Long-term IDRs of
'B+'.  The group's credit profile will be supported by potential
synergies and pricing power advantages gained from improved
vertical integration and size increases, which may prove crucial
as the global chemical industry continues to face serious
challenges from volatile feedstock costs and economical
uncertainties in its end markets.

Following a special meeting of shareholders on 20 November 2007,
Lyondell announced that shareholders approved the agreement and
plan of merger, dated 16 July 2007, between Basell and Lyondell,
pursuant to which Basell will acquire all of Lyondell's
outstanding common shares for cash consideration of USD48 per
share.  The closing of the transaction is anticipated to occur on
or about 20 December 2007. After completion of the acquisition,
Basell will be renamed LyondellBasell Industries AF SCA.

LBI will form the world's third-largest independent chemical
company with combined revenues of around $42.8 billion and around
15,000 employees worldwide.

The ratings are:

Basell AF SCA and subsidiaries, to be renamed LyondellBasell
Industries AF SCA:

  -- Long-term IDR: downgraded to 'B+' from 'BB-'; removed from
     RWN; Stable Outlook assigned

  -- Senior secured credit facilities: affirmed at 'BB+' and
     withdrawn

  -- Senior notes: downgraded to 'B-'/'RR6' from 'B+'

Lyondell Chemicals Co. and subsidiaries:

  -- Long-term IDR: downgraded to 'B+' from 'BB-'; removed from
     RWN; Stable Outlook assigned

  -- Senior secured facilities: affirmed at 'BB+' and withdrawn

  -- Senior secured notes: affirmed at 'BB+' and withdrawn

  -- Senior unsecured notes: affirmed at 'BB-' and withdrawn

  -- Senior unsecured debentures: upgraded to 'BB+'/'RR1' from
     'BB-'

Lyondell Basell Finance Co:

  -- Bridge facility: 'B'/'RR5'

Equistar Chemicals L.P.:

  -- Long-term IDR: affirmed at 'B+'; Outlook Stable

  -- Senior secured credit facility: affirmed at 'BB+'/'RR1'
     and withdrawn

  -- Senior unsecured notes: affirmed at 'BB-'/'RR3' and
     withdrawn

  -- Debentures: upgraded to 'BB+'/'RR1' from 'BB-'/'RR3'

Millenium Chemicals Inc.:

  -- Long-term IDR: affirmed at 'B+' with Stable Outlook and
     withdrawn

  -- Convertible senior unsecured debentures: affirmed at
     'BB'/'RR2' and withdrawn

Millenium America Inc.:

  -- Long-term IDR: affirmed at 'B+'; Outlook Stable

  -- Senior unsecured notes: downgraded to 'B-'/'RR6' from
     'BB'/'RR2'

The above ratings are assigned subject to the completion of the
transaction as well as review of the final documentation,
conforming to present information.


BIG A DRUG: Court Gives Interim Approval on PNC DIP Financing
-------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California approved, on an interim basis, the request of Big A
Drug Stores Inc. to enter into DIP Financing Arrangement with PNC
Bank National Association, as Agent for the Lenders.

The maximum amount by which all sums due to PNC from the Debtor
may increase after taking into account all collections received by
PNC and advances made, is $750,000.

The Debtor may obtain credit extensions from PNC and to incur
obligations pending a final hearing of the motion for DIP
Financing in accordance with projections submitted by the Debtor
for the period from Nov. 19, 2007, to Dec. 31, 2007.  The credit
extensions, to the extent expended by the Debtor on items that
would require expenditures by the Debtor in the absence of any
efforts to liquidate PNC's pre-petition collateral shall have
priority over all other administrative expenses of the kind
specified under Sec. 364(c) of the Bankruptcy Code.

Debtor may utilize advances by PNC exclusively to pay for the
expenses incurred by the Debtor as provided for in the
projections.

To secure all post-petition debt, the Debtor has granted to PNC, a
security interest in all of the its post-petition collateral,
excluding the Debtor's unencumbered leasehold interest and
avoidance actions, to the same validity, extent and priority as
PNC's pre-petition liens.

As adequate protection, PNC is granted a replacement lien in and
to all of the Debtor's post-petition collateral.  

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., at The Law Offices of Steven R. Fox; and Lewis R.
Landau, Esq., represent the Debtor.  As of Nov. 18, 2007, the
Debtor listed total assets of $18,788,648 and total debts of
$54,424,646.


BIG A DRUG: May Enter into GOB Consulting Agreement with Hudson
---------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California has approved the request of Big A Drug Stores Inc. to
enter into a going out of business Consulting Agreement with
Hudson Capital Partners LLC.  

Of the four proposals received prior to bankruptcy filing from
various companies in the business of providing GOB services, the
Debtor told the Court that Hudson's offer was the at the lowest
rate, the lowest expenses and appears to offer the greatest
likelihood to maximize the return on the GOB sale.

The GOB proposal states that Hudson will provide consulting
services to the Debtor to manage and to dispose of the inventory
and the furniture, fixtures and equipment in the context of a
going out of business sale, to be conducted at the Debtor's
remaining 19 stores.

Under the Consulting Agreement, the Debtor will pay $2,675 weekly
during the sale term to each of the five full-time supervisors to
be provided by Hudson to conduct the sale, pay travel costs and to
pay bonuses to the supervisors in an amount not to exceed $22,500
in whole.  

Actual expenses for payroll, advertising and other selling
expenses shall be in accordance with a budget, which can only be
exceeded with the Debtor's prior consent.  Expenses over the
budgeted amounts shall be offset from Hudson's fees.  Hudson shall
be paid $10,000 weekly as its base fee.  If the recovery exceeds
45% of the retail value of the inventory, Hudson shall be paid an
additional consulting fee of $1.96% of the gross sales less 50% of
Hudson's base fees.

Mr. James L. Schaye, Hudson's president and chief executive
officer, assured the Court that Hudson Capital Partners LLC does
not have or represent any interest materially adverse to the
Debtor, its creditors or equity security holders.

The Debtor told the Court that in its judgment a GOB sale is the
best method of liquidating its remaining inventory because prior
to bankruptcy filing, its attempts to find purchasers for its
business locations as going concerns not successful.  

Likewise, net proceeds of the GOB Sale are anticipated to be
approximately $2.5 million more that what would be recovered from
a bulk sale of the inventory.

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., at The Law Offices of Steven R. Fox; and Lewis R.
Landau, Esq., represent the Debtor.  As of Nov. 18, 2007, the
Debtor listed total assets of $18,788,648 and total debts of
$54,424,646.


BLACK GAMING: Poor Performance Cues S&P to Cut Rating to B-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Mesquite, Nevada-based Black Gaming LLC, including lowering the
issuer credit rating to 'B-' from 'B'.  The rating outlook is
negative.

At the same time, S&P affirmed the issue-level rating on Black
Gaming's $125 million 9% senior secured notes due 2012 at 'B' and
assigned a recovery rating of '2' to this issue, indicating that
lenders can expect substantial (70% to 90%) recovery in the event
of a payment default.  The affirmation of the issue-level rating
reflects Standard & Poor's revisions to its recovery rating scale
and issue-level rating framework announced earlier this year.  S&P
also lowered its rating on the company's $66 million (accreted
value) 12.75% senior subordinated discount notes to 'CCC' from
'CCC+'.

"The downgrade reflects our concern regarding the company's
deteriorating operating performance, reflected by a third
consecutive quarter of declining EBITDA, and constrained liquidity
position," explained Standard & Poor's credit analyst Guido
DeAscanis.

The company's diminished profitability largely stems from
continued high levels of promotional spending as Black Gaming
focused its marketing programs on growing the company's database
with customers from outside the Mesquite area.  In an attempt to
reverse its negative operating trends, Black Gaming is refocusing
its marketing strategy to reward its local customers, in order to
drive this segment back to its properties.  While this change in
strategy will likely result in more efficient promotional
spending, S&P anticipate Black Gaming will continue to face
challenging operating conditions as high energy prices and
weakness in the real estate sector negatively affect this local
customer base.  Consequently, S&P believe Black Gaming will
continue to experience difficulty in meaningfully improving its
cash flow generation.  Moreover, as of January 2009, the company
will be required to begin paying cash interest on its senior
subordinated discount notes due 2013.

The 'B-' issuer credit rating on Black Gaming reflects its highly
leveraged financial profile, relatively small cash flow base, and
reliance on a single market.


BOSQUE POWER: S&P Rates Proposed $412MM Sr. Facilities at B+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
credit rating to Laguna Park, Texas-based Bosque Power Co. LLC's
proposed $412 million senior secured facilities.  The credit
facilities consist of a $25 million revolving credit
facility due 2013 and a $387.5 million term loan B due 2015, of
which there will be a $203 million construction sub-amount and a
$95 million deposit LOC sub-amount.  The senior secured credit
facilities were assigned a recovery rating of '1', reflecting the
expectation of full recovery of principal in a payment default
scenario.  The outlook is stable.  All credit and recovery ratings
are preliminary pending S&P's review of final project
documentation.
      
"Proceeds of the proposed debt issuance, along with equity
contributed by the sponsors, will help fund the cost of
acquisition, liquidity needs, as well as the construction cost of
converting two simply-cycle generation turbines to combined-cycle
operating mode," said Standard & Poor's credit analyst Chinelo
Chidozie.  The $95 million deposit LOC sub-amount will
specifically support the project's gas purchase needs, and
existing hedge agreement with Lehman Brothers Commodities
Services.
      
"On completion of the conversion, the 570 MW facility, which
currently consists of a 245 MW combined-cycle unit and 325 MW
simply-cycle units, is expected to increase to 802 MW of combined-
cycle capacity, including 52 MW of duct-firing capacity," she
continued.
     
The outlook on Bosque Power Co. is stable.  The stable outlook
reflects near-term expectations for the project.  An upgrade is
possible on the successful completion of the conversion, and/or if
the project can secure additional hedges that reduce cash flow
volatility.  A downgrade is likely if construction issues arise or
if operational issues at the plant materially affect plant
economics.


BROTMAN MEDICAL: Can Hire Butler Snow as Special Labor Counsel
--------------------------------------------------------------
Brotman Medical Center Inc. obtained authority from the United
States Bankruptcy Court for the Central District of California
to employ Butler, Snow, Mara, Stevens and Cannada, PLLC, as its
special labor counsel.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Butler Snow is expected to:

   a) assist the Debtor in potentially negotiating a new
      collective bargaining agreement with the Service Employee
      International Union and the California Nurses Association
      and handling of all that may be encompassed by that,
      including represent of the Debtor in the board of inquiry
      process;

   b) represent the Debtor in labor, employment, and related
      issues arising from pre-existing collective bargaining
      agreements with SEIU and CNA, including handling grievance
      processing and arbitrations arising thereform, and providing
      legal advice concerning compliance with the collective
      bargaining agreements; and

   c) defend the Debtor with regard to any unfair labor practice
      charges filed by SEIU and CNA with the National Labor
      Relations Board.

The firm's attorneys and their compensation rates are:

      Attorneys                   Hourly Rate
      ---------                   -----------
      David P. Jaqua, Esq.           $320
      Bart N. Sisk, Esq.             $295
      J. Wilson Eaton, III, Esq.     $225
      Todd P. Photopulos, Esq.       $235
      Graham W. Askew                $150

      Non-attorney professionals  $110 - $120

Bart N. Sisk, Esq., a member of the firm, assured the Court that
the firm does not hold any interest adverse to the Debtor's estate
and is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Mr. Sisk can be reached at:

      Bart N. Sisk, Esq.
      AmSouth Plaza
      210 East Capitol Street, Suite 1700
      Jackson, MS 39201
      Tel: (601) 948-5711
      Fax: (601) 985-4500
      http://www.butlersnow.com/

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).  Courtney E. Pozmantier, Esq., and Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P.,
represent the Debtor.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Benjamin S. Seigel,
Esq., and Paul S. Arrow, Esq., at Buchalter Nemer, as its counsel.  
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


BROTMAN MEDICAL: Court OKs McDermott as Special Medicare Counsel
----------------------------------------------------------------
Brotman Medical Center Inc. obtained authority the United States
Bankruptcy Court for the Central District of California for to
employ McDermott Will & Emery LLP as its special medicare counsel.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
McDermott Will is expected to represent the Debtor in regard with
medicare overpayment liability for outlier payments, anticipated
cost report payments and recovery actions and appeals, and other
healthcare issues as may arise.

The firm's professionals and their compensation rates are:

   Professionals                 Hourly Rate
   -------------                 -----------
   Timothy P. Blanchard, Esq.        $715
   Miles W. Hughes, Esq.             $555
   Peter R. Leone, Esq.              $575
   Arnold V. Pamplna, Esq.           $445

   Non-attorney Professionals    $240 - $275

Timothy P. Blanchard, Esq., a partner of the firm, assured the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Court.

Mr. Blanchard can be reached at:

   Timoty P. Blanchard, Esq.
   McDermott Will & Emery LLP
   2049 Century Park East, 38th Floor
   Los Angeles, CA 90067-3218
   Tel: (310) 551-9320
   Fax: (310) 277-4730
   http://www.mwe.com/

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).  Courtney E. Pozmantier, Esq., and Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P.,
represent the Debtor.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Benjamin S. Seigel,
Esq., and Paul S. Arrow, Esq., at Buchalter Nemer, as its counsel.  
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


BSML INC: Posts $1.6 Million Net Loss in Quarter Ended Sept. 29
---------------------------------------------------------------
BSML Inc. reported a net loss of $1.6 million for the third
quarter ended Sept. 29, 2007, compared with a net loss of
$5.5 million in the same period last year.

For the company's third quarter ended Sept. 29, 2007, revenues
decreased approximately 15%, to $5.7 million, compared to
$6.7 million in the third quarter of 2006.  The decrease is in
revenues was due to reduced whitening revenues, which fell 26% to
$3.3 million in the third quarter of 2007, compared to
$4.5 million in the third quarter of 2006.

The company's net loss from continuing operations in the third
quarter of 2007 was $716,000, compared to a net loss from
continuing operations of $3.8 million in the third quarter of
2006.

Operating and occupancy costs fell 7%, to $3.5 million in the
third quarter of 2007 from $3.7 million in the third quarter of
2006.  

Selling, general and administrative expenses decreased to
$2.8 million in the third quarter of 2007 from $6.8 million in the
third quarter of 2006.  This decrease was primarily due to reduced
legal expense.  Additionally, advertising expense of $1.1 million
in the third quarter of 2007 was lower than the $1.4 million of
expense the company recognized in the third quarter of 2006.

In October of 2007, the company entered into a tentative
settlement agreement with Discus Dental Inc. and Longlife Health
Ltd.   As a result of this settlement, the company recorded a loss
from discontinued operations of $857,000 for the thirteen week
period ended Sept. 29, 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$12.9 million in total assets, $12.8 million in total liabilities,
and $143,000 in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $3.8 million in total current
assets available to pay $11.1 million in total current
liabilities.

At Sept. 29, 2007, the company had $1.9 million in unrestricted
cash and cash equivalents and $4.8 million in investments that are
restricted as to use.  Investments restricted as to use include
$3.7 million in funds escrowed from the sale of the Associated
Centers business.  The Discus escrow was scheduled to be released
in June 2007, but claims made by Discus in relation to the sale of
the Associated Centers business and, further, in relation to
Discus' costs of defense in the Oraceutical litigation have
resulted in an indefinite delay in the release of the escrowed
funds, except in relation to the settlement of a dispute with
Longlife Health Ltd.  In addition, it is possible that the company
could have additional cash demands as a result of the legal claims
against the company.

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?2656

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2007,
Stonefield Josephson Inc. expressed substantial doubt about BSML
Inc.'s ability to continue as a going concern after auditing the
company's consolidaed financial statements for the years ended
Dec. 30, 2006, and Dec. 31, 2005.  The auditing firm reported that
the company has yet to achieve profitability and had an
accumulated deficit of $171.5 million and a working capital
deficiency of $3.0 million as of Dec. 30, 2006.  In addition, the
auditing firm said that the company incurred a net loss from
continuing operations of $13.5 million and used cash for operating
activities of $3.0 million for the fiscal year ended Dec. 30,
2006.

                         About BSML Inc.

Based in Walnut Creek, Calif., BSML Inc. (NasdaqCM: BSML) --
http://www.britesmile.com/-- markets teeth whitening technology   
and manages BriteSmile Professional Teeth Whitening Centers.  


CALPINE CORP: 91% of Ballots Cast Vote to Accept Plan
-----------------------------------------------------
Calpine Corporation and its affiliated debtors and debtors-in-
possession disclosed that the voting results for Calpine's Fourth
Amended Joint Plan of Reorganization have been filed with the U.S.
Bankruptcy Court for the Southern District of New York.  Voting by
classes of creditors entitled to vote on the Plan illustrate
broad-based support for the Plan.  Of the more than 2,400 ballots
cast, 2,270 or 91% of all voting creditors aggregated across
classes voted to accept the Plan (excluding ballots cast by
Holders of Interests).  Approximately 78.4% ($12,744,373,944.77)
of the total amount voted by all creditors aggregated across
classes voted to accept the Plan.

Although no assurances can be made, Calpine believes that the Plan
satisfies the requirements of the Bankruptcy Code and is
confirmable notwithstanding the rejection of the Plan by certain
classes.  A confirmation hearing on the Plan is scheduled to begin
on Dec. 17, 2007.

"Calpine's reorganization has addressed a significant number of
very complex issues," Robert P. May, Calpine's Chief Executive
Officer, said.  "As underscored by the support of many of our
creditors, we believe our plan represents a fair and equitable
outcome for all the creditors involved and is a testament to the
dedication and tireless efforts of all those involved in the
process."

"Calpine is now poised to emerge from bankruptcy as a financially
stable, stand-alone company with an improved competitive position
in the energy industry," Mr. May added.  "We could not have
reached this point without the strong support provided by our
customers, suppliers and the loyal employees who remained focused
on our business and supportive during our bankruptcy."

With regard to the vote, classes consisting of "Senior Note
Claims," "ULC1 Settlement Claims," "Canadian Intercompany Claims,"
"Unsecured Makewhole Claims," and "Unsecured Convenience Class
Claims" voted to accept the Plan.  Classes consisting of "General
Note Claims," "Subordinated Note Claims," "Canadian Guarantee
Claims," "Rejection Damages Claims," "General Unsecured Claims"
and "Interests" voted to reject the Plan.  Other classes of
creditors hold claims that are either "unimpaired" or completely
impaired under the Plan and therefore are not entitled to vote on
the Plan.  These classes are "First Lien Debt Claims," "Second
Lien Debt Claims," "Other Secured Claims," "Other Priority
Claims," "Intercompany Claims, "CalGen Makewhole Claims," and
"Intercompany Interests."

Details of the voting results including votes on a class-by-class
basis will be available on Dec. 12, 2007, at the Debtors' claims
agent's Website: http://www.kccllc.net/calpine

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at: http://ResearchArchives.com/t/s?242a

                        About Calpine

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of that Plan begins Dec. 17, 2007.  (Calpine
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).  


CAMPUS PARK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Campus Park Oklahoma State, Ltd.
        aka Campus Park
        aka Campus Park Apartment
        aka Campus Park Oklahoma
        800 E. Hall of Fame
        Stillwater, OK 74075
        Tel: 210-281-1469

Bankruptcy Case No.: 07-53285

Type of Business: The Debtor is a single asset real estate.

Chapter 11 Petition Date: December 11, 2007

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: Debra L. Innocenti, Esq.
                  Oppenheimer Blend Harrison & Tate Inc.
                  711 Navarro, Sixth Floor
                  San Antonio, TX 78205
                  Tel: (210) 224-2000
                  Fax: (210) 224-7540
                  http://www.obht.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
   ------                      ---------------       ------------
City of Stillwater             utility                     $5,565
Utility Services Billing
Stillwater, OK 74076-1449

Suddenlink Communications      trade                       $5,525
P.O. Box 660371
Dallas, TX 75266-0371

Quality Water Services         trade                       $2,908
P.O. Box 2075
Stillwater, OK 74076

Lad Co.                        trade                       $2,715

HD Supply Facilities           trade                       $1,937
Maintenance

Procare Irrigation             trade                       $1,789

Willmar Industries Inc.        trade                         $439

Backwoods Pest Services Inc.   trade                         $390

Carpet Kleen of Oklahoma       trade                         $385

Hocutt Inc.                    trade                         $351

Century Group Inc.             trade                         $326

Oklahoma Natural Gas           utility                       $286

Stillwater Building Center     trade                         $245

Staple Business Advantage      trade                         $232

Roto Rooter Service            trade                         $203

Leslie's Pool Supplies Inc.    trade                         $198

Realpage Inc.                  trade                         $151

Falco Communications           trade                         $150

Peachtree Business Products    trade                         $144

Falco Alarm Company            trade                         $120


CBA GROUP: S&P Puts 'B' Credit Rating Under Negative Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
and 'B+' senior secured ratings on Binghamton, New York-based CBA
Group LLC on CreditWatch with negative implications, reflecting
concerns that operating trends may not be tracking to
expectations.  CBA Group, with its light penetration of Asian-
based, high volume manufacturing, was expected to experience some
acceptance of new products introduced to this market.  At the same
time, the company was expected to sustain, if not improve, its
operating margins.  "Further, we remain concerned about covenant
compliance under its credit agreement, which calls for step-downs
in leverage for the September and December quarters," said
Standard & Poor's credit analyst Lucy Patricola.
    
S&P will meet with management to get an update on recent operating
performance and outlook, along with ongoing compliance under the
credit facility, in order to determine the final impact on the
rating.


CITIGROUP COMMERCIAL: Moody's Holds B3 Rating on $5.6MM Certs.
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of twenty one
classes of Citigroup Commercial Mortgage Securities, Commercial
Mortgage Pass-Through Certificates, Series 2006-C4 as:

  -- Class A-1, $67,727,517, affirmed at Aaa
  -- Class A-2, $152,713,000 affirmed at Aaa
  -- Class A-SB, $135,184,000, affirmed at Aaa
  -- Class A-3, $831,310,000, affirmed at Aaa
  -- Class A-1A, $383,961,499, affirmed at Aaa
  -- Class A-M, $226,353,000, affirmed at Aaa
  -- Class A-J, $164,107,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $50,929,000, affirmed at Aa2
  -- Class C, $25,465,000, affirmed at Aa3
  -- Class D, $31,124,000, affirmed at A2
  -- Class E, $22,635,000, affirmed at A3
  -- Class F, $28,294,000, affirmed at Baa1
  -- Class G, $28,294,000, affirmed at Baa2
  -- Class H, $25,465,000, affirmed at Baa3
  -- Class J, $11,318,000, affirmed at Ba1
  -- Class K, $8,488,000, affirmed at Ba2
  -- Class L, $8,488,000, affirmed at Ba3
  -- Class M, $5,659,000, affirmed at B1
  -- Class N, $5,659,000, affirmed at B2
  -- Class O, $5,659,000, affirmed at B3

As of the Nov. 19, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 0.6%
to $2.2 billion from $2.3 billion at securitization.  The
Certificates are collateralized by 166 mortgage loans.  The loans
range in size from less than 1.0% to 8.7% of the pool, with the
top 10 loans representing 33.9% of the pool.  The pool includes
one shadow rated loan, which represents 3.2% of the pool.  There
have been no loans defeased or liquidated from the pool.  One
loan, representing 0.1% of the pool, is in special servicing.  
Moody's is not estimating losses from the specially serviced loan
at the present time.  Eighteen loans, representing 11.5% of the
pool, are on the master servicer's watchlist.

Moody's was provided with calendar year 2006 operating results for
98.0% of the performing loans.  Moody's loan to value ratio for
the conduit component is 105.4%, compared to 104.2% at
securitization.

The largest shadow rated loan is Reckson II Office Portfolio Loan
($72.0 million -- 3.2%), which is secured by The loan is secured
by seven office properties with a total of 915,558 square feet
located in New York (6) and New Jersey (1).  The loan is interest
only for the entire term.  Moody's current shadow rating is Baa3,
the same as at securitization.

The top three conduit loans represent 18.8% of the outstanding
pool balance. The largest conduit loan is the ShopKo Portfolio
Loan ($196.8 million - 8.7%), which is secured by a participation
interest in a $536.9 million loan.  The loan is secured by a first
mortgage encumbering 112 cross-collateralized and cross-defaulted
ShopKo retail stores, located in 12 states, with a total of
10,974,960 square feet.  Each property is 100% net leased
(expiration May 2026) to ShopKo Stores Inc.  The largest
concentration is in Wisconsin (41 properties; 36% NRA).  Moody's
LTV is 87.7% essentially the same as at securitization.

The second largest conduit loan is the Olen Pointe Brea Office
Park Loan ($133.0 million -- 5.9%), which is secured by a 637,000
square foot office building located in Brea, California.  The
largest tenant is ResMae Mortgage Corp. (21.0% NRA; lease
expiration July 2016).  The loan is interest only for the first 24
months.  Moody's LTV is 111.2% the same as at securitization.

The third largest conduit loan is the Reston Executive Center Loan
($93.0 million - 4.1%), which is secured by a 486,000 square foot
office complex located in Reston, Virginia.  The largest tenant is
SAIC (27.0% NRA; lease expiration September 2020).  The loan is
interest only for 84 months.  Moody's LTV is 113.4% the same as at
securitization.


CNS RESPONSE: Cacciamatta Accountancy Raises Going Concern Doubt             
         
----------------------------------------------------------------
Cacciamatta Accountancy Corporation expressed substantial doubt
about the ability of CNS Response, Inc., to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2007.  The auditing firm
pointed to the company's continued operating losses and limited
capital.

CNS Response posted a net loss of $3,279,100 on $238,400 of
revenues for the year ended Sept. 30, 2007, as compared with a net
income of $82,600 on $175,500 of net revenues in the prior year.  

At Sept. 30, 2007, the company's balance sheet showed $6,012,400
in total assets, $659,300 in total liabilities and $5,353,100
stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2647

                         About CNS Response

CNS Response, Inc., (Public, OTC:CNSO)  --  
http://www.cnsresponse.com/-- formerly Strativation, Inc., is  
engaged in seeking an acquisition, locating a new business
opportunity, finding a business partner, or locating a qualified
company as a candidate for a business combination.  Commencing
Jan. 1, 2004, the company ceased operations.  The company has not
generated revenues from the sale of any products.  On Jan. 16,
2007, the company entered into an agreement and plan of merger
with CNS Merger Corporation, a California corporation and wholly
owned subsidiary of the registrant (MergerCo), and CNS Response,
Inc. (CNRS), a California corporation.  CNSR's business is focused
on the commercialization of a system that aids physicians in the
identification and determination of appropriate medications for
patients with certain behavioral (mental or addictive) disorders.


CREDIT SUISSE: Credit Support Erosion Cues S&P to Lower Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2002-CP5.  Concurrently, S&P affirmed its ratings on 14 other
classes from the same transaction.
     
The lowered ratings reflect actual credit support erosion and
concerns regarding several assets that are with the special
servicer or on the master servicer's watchlist.  The affirmed
ratings reflect credit enhancement levels that provide adequate
support through various stress scenarios.
     
Three assets ($9 million) are currently with the special servicer,
Capmark Finance Inc., including the Colony Square II loan ($4.3
million), which is secured by a 28,428-sq.-ft. retail property in
Louisville, Co.  The loan was transferred to Capmark in June 2007
when it became 60-day-plus delinquent.  A receiver was appointed
in August 2007, and the property was foreclosed on Nov. 27, 2007.  
An appraisal reduction amount of $937,129 is in effect.
     
The Meadows Apartments loan ($3.3 million) is secured by a 120-
unit multifamily property in Lancaster, Texas.  This loan was
transferred to Capmark in April 2006 because of payment default.  
The borrower filed bankruptcy to prevent completion of a
foreclosure sale.  The borrower negotiated a re-organization plan
and is performing under the plan.  The loan will be returned to
the master servicer in the near future.  As of September 2007, the
property was 90% occupied and had a debt service coverage of 1.3x.
     
The Brookhollow MHP loan ($1.4 million) is secured by a 115-pad
mobile home park in Tyler, Texas.  The loan was transferred to
Capmark in September 2007 because of payment default.  The
borrower has since cured the default, and the loan will be
returned to the master servicer after a three-month monitoring
period. The DSC was 0.90x as of year-end 2006 and the current
occupancy is 95%.
     
The Sutton Place Apartments loan ($5.2 million) was formerly with
the special servicer due to maturity default, but was paid in full
on Nov. 19, 2007.
     
Midland reported a watchlist of 23 loans with an aggregate
outstanding balance of $152.9 million (16%).  The watchlist
includes the sixth- and ninth-largest loans.  The sixth-largest
loan, Golden Triangle I & II ($26.2 million, 3%), is secured by a
241,942-sq.-ft. suburban office property in Greenbelt Maryland.  
The loan appears on the watchlist because it had an occupancy of
75% and a DSC of 1.06x as of June 30, 2007.  This property is also
subject to near-term rollover risk, as the lease for the largest
tenant, Cingular (27% of the net rentable area), expires on May
31, 2008.
     
The ninth-largest loan, 30 A&B Vreeland Road ($14.6 million, 2%),
is secured by a 151,530-sq.-ft. office building in Florham Park,
New Jaersey.  This loan is on the watchlist because the office
building's largest tenant, Mack-Cali Realty Corp., will vacate two
units (70% of the NRA) when the corresponding leases expire in
January 2008 and May 2008.  The lease for the second-largest
tenant, Ryan Beck, also expires in January 2008, but the lease
renewal is under negotiation.  As of June 30, 2007, the property
was 91% occupied.  DSC was 1.83x as of year-end 2006.
     
The composition of the watchlist was also a concern as
$78.4 million (8%) of the loans are secured by multifamily
properties, with weighted average DSC of 0.83x.  Of those loans,
$41.5 million (4%) are secured by properties in Texas with a
weighted average DSC of 0.81x.  All of the loans were deemed to
have a higher default risk and stressed accordingly.
     
While the eighth-largest loan, Centerville Park Apartments
($15 million, 2%), is not on the watchlist, the property's
reported DSC was 1.01x at year-end 2006.  This loan is secured by
a 530-unit multifamily property in West Carrollton, Ohio.  The
property was built in 1967 and renovated in 2001.  The DSC has
deteriorated because of an increase in operating expenses.  As of
year-end 2006 and occupancy was 91%.
     
As of the Nov. 19, 2007, remittance report, the collateral pool
consisted of 118 loans with an aggregate trust balance of $952.2
million, down from 141 loans with a $1.19 billion balance at
issuance.  The master servicer, Midland Loan Services Inc.,
reported financial information for 97% of the pool excluding
defeased loans.  Ninety-four percent of the servicer-reported
information was full-year 2006 and partial-year 2007 data.  Based
on this information, Standard & Poor's calculated a weighted
average DSC of 1.40x, down from 1.84x at issuance.  All of the
loans in the pool are current, except for one that is 30-plus-days
delinquent ($3.1 million) and one that is 90-plus-days delinquent
($4.3 million), which are discussed above.  As noted, there are
three loans totaling $9 million with the special servicer and ARAs
totaling $1.4 million are in effect on two loans.  To date, the
trust has experienced four losses totaling $11.9 million.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $294.2 million (31%) and a weighted average
DSC of 1.46x, compared with 1.42x at issuance.  Two of the top 10
loans appear on the master servicer's watchlist and are discussed
below.  Standard & Poor's reviewed property inspections provided
by the master servicer for all of the assets underlying the top 10
loans; two were characterized as "excellent," and the rest were
characterized as "good."
     
Credit characteristics for the largest loan, Fashion Square Mall,
remains consistent with that of an investment-grade obligation.  
This loan is secured by 450,490 sq. ft. of a 715,316-sq.-ft.,
fully enclosed mall located in Saginaw, Michigan.  The mall was
constructed in 1972 and partially renovated in 1993 and 2001.  The
mall is anchored by Macy's, Sears, and J.C. Penney.  The year-end
2006 reported sales were $289 per sq. ft. for in-line tenants.  As
of Sept. 30, 2007, the property was 98% occupied.
     
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 lowered and affirmed
ratings.

                        Ratings Lowered
   
      Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-CP5

                      Rating
                      ------
         Class     To        From   Credit enhancement
         -----     --        ----    ----------------
         M         B+        BB-          2.02%
         N         B-        B            1.55%
         O         CCC+      B-           1.06%
         P         CCC-      CCC          0.31%
   
                        Ratings Affirmed
   
      Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-CP5
   
              Class     Rating   Credit enhancement
              -----     ------    ----------------
              A-1       AAA            21.00%
              A-2       AAA            21.00%
              B         AAA            16.64%
              C         AAA            14.31%
              D         AA+            12.75%
              E         AA-            10.89%
              F         A+              9.95%
              G         A-              8.24%
              H         BBB+            6.68%
              J         BBB-            4.35%
              K         BB+             3.73%
              L         BB              2.79%
              A-X       AAA              N/A
              A-SP      AAA              N/A
   

                      N/A - Not applicable.


DANA CORP: Addresses Objections to Confirmation of Plan
-------------------------------------------------------
Dana Corp. and its debtor-affiliates received only 11 timely
objections to confirmation of their Joint Plan of Reorganization -
- a remarkably small number considering the size and scope of the
Debtors' Chapter 11 cases, Corinne Ball, Esq., at Jones Day, in
New York, tells the U.S. Bankruptcy Court for the .  She relates
that the Debtors have endeavored to resolve the objections
consensually, hence, only four objections remain unresolved.

These are the Ad Hoc Committee of Asbestos Personal Injury
Claimants together with Jose Angel Valdez' objections, the Lead
Plaintiffs' objection and Ogre Holdings' objection.  Thus, the
Debtors have chosen to respond to these four objections.

A. Ogre Holdings

Ogre Holdings, Inc.'s objection to the allegedly discriminatory
treatment accorded Tort Claim classified in Class 5B has been
addressed by a proposed modification of the the Plan, which will
more accurately effect the Debtors' intent of preventing a double
recovery to holders of Tort Claims, Ms. Ball points out.

In addition, Ms. Ball says that Ogre Holdings' allegation the the
Plan has not been proposed in good faith within the meaning of
Section 1129(a)(3) of the Bankruptcy Code has no basis in law.

B. Lead Plaintiffs

In their objection, the Lead Plaintiffs asserted that:

   (i) the Plan contains impermissibly broad releases and
       injunctions; and

  (ii) the Plan should not impact the rights of the Lead
       Plaintiffs or the securities class, either through
       injunctive relief or discharge, to pursue their securities
       claims to the extent of the proceeds of certain liability
       insurance policies the Debtors maintain in favor of their
       directors and officers.

According to Ms. Ball, the Debtors have addressed the Lead
Plaintiffs' first objection.  With regard to the second
objection, she adds that it has been partially addressed through
a proposed addition to the Confirmation Order, which will assure
that nothing in the Plan or its confirmation will prevent the
Lead Plaintiffs from accessing the insurance available to the
non-Debtor defendants in the Securities Litigation.  

C. Asbestos Claimants

The Ad Hoc Committee and Jose Angel Valdez' objections, among
other things, allege that:

   (i) the Debtors' implementation of the Restructuring
       Transactions, among other things, leaves Asbestos Personal
       Injury Claims impaired; and

  (ii) the Plan does not provide payment to holders of Asbestos
       Personal Injury Claims once these claims are allowed.

There can be no question as to the impairment of Class 3 Asbestos
Personal Injury Claims under the Plan, Ms. Ball says.  She
explains that the Asbestos Personal Injury claimants will be
reinstated against a solvent Reorganized Dana in accordance with
Section 1124(1) of the Bankruptcy Code.

According to Ms. Ball, the Asbestos Personal Injury Claimants may
also continue to prosecute, and settle if they so choose,
precisely the same claims and cases they possessed before the
Petition Date against the same entities with the same insurance
resources and significantly improved balance sheets.  

"At the heart of the objection is the Asbestos Personal Injury
Claimants' evident desire to receive a windfall -- that is, more
than they could have recovered from the Debtors upon their
disputed, contingent, unliquidated and unproven claims if these
bankruptcy cases had not been filed -- at the expense of the
Debtors' other creditors," Ms. Ball says.

Ms. Ball asserts that the Asbestos Personal Injury claimants
these Chapter 11 cases to obtain greater rights against the
Debtors than they enjoyed before the Petition Date, hence, Court
should overrule the Asbestos objections.

                           About Dana

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

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  The Court has set
Dec. 10, 2007, to consider confirmation of the Plan.  (Dana
Corporation Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


DANA CORP: Bankruptcy Court to Confirm Reorganization Plan
----------------------------------------------------------
During a confirmation hearing on Dec. 12, 2007, for Dana Corp.'s
Chapter 11 case, the Honorable Burton R. Lifland of the U.S.
Bankruptcy Court for the Southern District of New York disclosed
that he will "entertain an appropriate order of confirmation" with
respect to the company's Plan of Reorganization.  The judge ruled
that all Chapter 11 requirements for confirmation have been
satisfied.  
        
The company is expected to submit the order of confirmation by
Dec. 21, 2007.
        
The company is positioned to emerge from bankruptcy by the end of
January 2008.
        
"This is another important step toward our emergence as a
financially stable company that is positioned to compete
vigorously in our global markets," said Dana Chairman and CEO Mike
Burns.
        
Headquartered in Toledo, Ohio, Dana Corporation (Pink Sheets:
DCNAQ) -- http://www.dana.com/-- designs and manufactures  
products for every major vehicle producer in the world, and
supplies drivetrain, chassis, structural, and engine technologies
to those companies.  Dana employs 46,000 people in 28 countries.  
Dana is focused on being an essential partner to automotive,
commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  
(Dana Corporation Bankruptcy News, Issue No. 65; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DANA CORP: Names Post-Bankruptcy Board of Directors
---------------------------------------------------
Dana Corporation disclosed the selection of nine individuals who
are expected to serve as members of the board of directors of Dana
upon emergence from Chapter 11 reorganization.  The board will
include Dana Chairman and Chief Executive Officer Mike Burns, who
is expected to be named Chief Executive Officer.  At emergence, it
is expected that the offices of Chairman and Chief Executive
Officer will be separate.

"We are pleased to welcome this group of highly respected
individuals to the Dana team and look forward to benefiting from
their perspective and guidance as we embark on our new beginning,"
Mr. Burns said.  "The combined experience, business acumen, and
high ethical standards represented by this board will provide a
sound foundation for our future success."  The board, which has
been selected by creditors and new investors, assembles
distinguished leaders from government, finance, and automotive
backgrounds.  Collectively, the board represents more than 170
years of automotive industry experience.

                 Proposed New Board of Directors

Upon confirmation of the company's Plan of Reorganization by
the Court, the board of directors will take office on the
effective date of the plan. Joining Mr. Burns on the board will
be:

Gary L. Convis, 65, retired in 2007 as the Chairman of Toyota
Manufacturing, Kentucky and Executive Vice President of Toyota
Motor Engineering & Manufacturing North America, Inc., where he
had served since 2002. Prior to serving in these roles, Mr. Convis
spent 16 years at New United Motor Manufacturing, Inc.   Mr.
Convis also spent more than 20 years in various roles with General
Motors Corporation and Ford Motor Company. Mr. Convis is also a
board member of Cooper-Standard Automotive Inc. and Compass
Automotive Group, Inc.

John M. Devine, 63, is the former Vice Chairman and Chief
Financial Officer of General Motors Corporation, where he served
from 2001 to 2005.  Prior to joining GM, Mr. Devine served as
Chairman and Chief Executive Officer of Fluid Ventures, LLC.  
Previously, he spent 32 years at Ford Motor Company, where he
last served as Executive Vice President and Chief Financial
Officer.  Mr. Devine is also currently a board member of Amerigon
Incorporated.

Mark T. Gallogly, 50, is Managing Partner of Centerbridge
Partners, L.P., a multi-strategy private investment firm.  Prior
to co-founding Centerbridge, Mr. Gallogly served as a Senior
Managing Director of The Blackstone Group from 1994 to 2005,
heading the firm's Private Equity Group from 2003 to 2005.  
Richard A. Gephardt, 66, is a senior counsel in the Government
Affairs practice group at DLA Piper, one of the world's largest
law firms.  Previously, Mr. Gephardt served as a Congressman for
Missouri's Third Congressional District for 28 years.  He was the
leader of the House Democrats for more than a decade, serving as
House majority leader from 1989 to 1994 and minority leader from
1995 to 2003.

Stephen J. Girsky, 45, is President of Centerbridge Industrial
Partners, LLC. Prior to joining Centerbridge, Mr. Girsky was the
Special Adviser to the Chief Executive Officer and Chief Financial
Officer of General Motors Corporation from 2005 to 2006.  Prior to
joining GM, Mr. Girsky was managing director at Morgan Stanley and
the senior analyst of the Morgan Stanley Global Automotive and
Auto Parts Research Team.

Terrence J. Keating, 58, is Chairman of Accuride Corporation, one
the largest and most diversified manufacturers and suppliers of
commercial vehicle components in North America.  He has served as
CEO and a director of Accuride Corporation since 2002, and was
named Chairman of the company earlier this year.  He recently
announced plans to retire from active employment as an officer of
the company at the end of 2008.  Mr. Keating also serves as Vice
Chairman and a director of the Heavy Duty Manufacturers
Association.

Mark A. Schulz, 55, is the former President of International
Operations of the Ford Motor Company, where he spent 32 years in
a variety of global roles.  Mr. Schulz serves as a member of
several boards, including the National Committee of United
States-China Relations, the United States-China Business Council,
and the National Bureau of Asian Research. He is also a member of
the International Advisory Board for the President of the
Republic of the Philippines.  Mr. Schulz is also currently a
board member of YRC Worldwide Inc.

Jerome B. York, 69, has served as Chief Executive Officer of
Harwinton Capital LLC, a private investment company that he
controls, since 2000.  From 2000 to 2003, Mr. York was Chairman
and Chief Executive Officer of MicroWarehouse, Inc.  From 1995 to
1999, he served as Vice Chairman of Tracinda Corporation.  He
served as Senior Vice President and Chief Financial Officer of
IBM Corporation from 1993 to 1995.  Prior to that, Mr. York spent
14 years at Chrysler Corporation serving as its Chief Financial
Officer from 1990 to 1993.  Mr. York is also currently a director
of Apple Inc. and Tyco International Ltd.

                          All-Star Cast

The Detroit Free Press notes that Dana is assembling "an all-star
board of directors", with former top executives from the world's
three biggest automakers, a former adviser to General Motors
Corp. CEO Rick Wagoner, and Mr. Wagoner's onetime nemesis, Jerome
York.

Among the new directors and officers are former auto auto
executives:  

   * Gary Convis was retired chairman of Toyota Motor Corp.'s
     Toyota Manufacturing, Kentucky;

   * John Devine is a former vice chairman and chief financial
     officer of General Motors Corp.; and

   * Mark Schulz is a former president of International       
     Operations of the Ford Motor Co.

Mr. York is a former Chrysler Corp chief financial officer and
has been an adviser to investor Kirk Kerkorian.  Mr. York
resigned from GM's board promptly after talks of a possible tie
up with Nissan Motor Co. and Renault SA died down.  Mr.
Kerkorian's Tracinda Corp., who had pushed for the tie-up,
later disposed of his shares in GM, which went as high as 9.9%.

Mr. Girsky was a special adviser to the CEO and CFO of GM from
2005 to 2006.

                 Burns Stepping Down as Chairman

Mr. Burns is relinquishing his title as chairman of Dana.

Mr. Burns is, however, to expected to remain with the company.  
According to documents submitted to the Court, Michael J. Burns
will be the President, Chief Executive Officer and Chief
Operating Officer for Dana Holding Corporation and Dana Limited.

FutureoftheUnion.com notes that Judge Lifland had authorized the
company to pay up to $6,750,000 in cash and stock to Mr. Burns
when the company exits bankruptcy.

Buffalo Business First recounts that Mr. Burns was a GM vice
president in charge of Delphi Harrison Thermal Systems in
Lockport from 1994 to 1996.  He left the auto-maker to join Dana
in 2004.

A complete list of New Dana Holdco's directors and officers is
available for free at:

         http://bankrupt.com/misc/NewDanaHoldco_D&O's.pdf

                           About Dana

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

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  The Court has set
Dec. 10, 2007, to consider confirmation of the Plan.  (Dana
Corporation Bankruptcy News, Issue No. 65; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


DANIEL DOI: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Daniel Yoshio Doi
        4025 Black Point Road
        Honolulu, HI 96816

Bankruptcy Case No.: 07-01304

Chapter 11 Petition Date: December 11, 2007

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Donald L. Spafford, Jr., Esq.
                  Law Office of Donald L. Spafford, Jr.
                  Pauahi Tower, Suite 470
                  1003 Bishop Street
                  Honolulu, HI 96813
                  Tel: (808) 532-6300
                  Fax: 808.532.6309

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Doi, Florence                    Personal Loans        $180,000
256 Kuliouou Road
Honolulu, HI 96821

Takara, Noreen                   Personal Loans        $110,000
3245 Lower Road
Honolulu, HI 96822

Bank of Hawaii                   Personal Loan          $79,273
Legal & Custody Dept.
P.O. Box 2900
Honolulu, HI 97846

Chase                            Credit card charges    $56,442

Franchise Tax Board              Income Taxes           $54,769

American Express Company         Credit card purchase   $48,306

Central Pacific Bank             Personal Loan          $47,972

Harley-Davidson Credit           2006 Harley            $23,487
                                 Davidson Ultra         ($20,000
                                 Classic motorcycle     secured)

Internal Revenue Service         Payroll Taxes of        $7,026
                                 Estate Planners of
                                 America, Inc.

Western Reserve Life             Life Insurance          $4,839
                                 Premium

First Hawaiian Bank              Personal Loan           $3,375

Hawaiian Electric Co. Inc.       Electric Services       $3,175

Leong, Steven                    Aquarium Maintenance    $1,968
Aquarium Design Center           and service

City & County of Honolulu        Water, sewer, and       $1,474
Board of Water Supply            garbage pick up
                                 services

State of Hawaii                  Payroll taxes of        $1,431
Department of Taxation           Estate Planners of
                                 America, Inc.

Cingular Wireless                Cellular phone service  $1,404

Seaside Pools Hawaii             Pool Cleaning Services  $1,222

Roger's Yard Service             Yard Services           $1,098

Diamond Head Sprinkler, Inc.     Sprinkler system          $869
                                 repair services and parts


DAVIDSON III: Sept. 30 Balance Sheet Upside-Down by $10.2 Million
-----------------------------------------------------------------
Davidson Diversified Real Estate III LP's consolidated balance
sheet at Sept. 30, 2007, showed $11.9 million in total assets and
$22.1 million in total liabilities, resulting in a $10.2 million
partners' deficit.

The partnership reported a net loss of $412,000 on total revenues
of $994,000 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $329,000 on total revenues of $994,000 in the
same period of 2006.

Total revenues increased for the three months ended Sept. 30,
2007, primarily due to an increase in rental income.

The increase in net loss for the three months ended Sept. 30,
2007, is due to an increase in total expenses, partially offset by
an increase in total revenues.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?264b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 11, 2007,
Ernst & Young LLP expressed substantial doubt about Davidson
Diversified Real Estate III LP's ability to continue as a going
concern after auditing the partnership's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the partnership's recurring operating
losses and accumulated deficit.  

As of Sept. 30, 2007, the partnership had approximately
$5.8 million of advances and related accrued interest due to an
affiliate of Davidson Diversified Properties Inc., the Managing
General Partner.  In a letter dated April 4, 2006, this affiliate
of the Managing General Partner demanded payment in full of all
outstanding advances owed by the Partnership to it, plus related
accrued interest.  The partnership does not have sufficient assets
to repay the advances and related accrued interest.  

                   About Davidson Diversified

Based in Greenville, S.C. Davidson Diversified Real Estate III
LP's investment property consists of one apartment complex,
Plainview Apartments, located in Louisville, Ky.  


DEJA FOODS: Court Confirms Modified Amended Reorganization Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
on Dec. 3, 2007, confirmed the Modified Amended Combined Plan of
Reorganization of Deja Foods, Inc., and its wholly owned
subsidiary, M&L Wholesale Foods, LLC.  The Reorganization Plan
will become effective on or about Friday, Dec. 14, 2007.

                      Effect on Deja Foods

At the time the Debtors filed their petitions, David Fox owned
approximately 80% of the issued and outstanding shares of Deja
Foods and public shareholders owned 20% of the issued and
outstanding shares.  Grocery Liquidators of America, LLC, a
California limited liability company, is owned 33.33% by Greg
Perlman and 66.66% by Coldwater Finance LLC.  Coldwater in turn is
owned 50% by David Fox and 50% by GH Capital LLC.  Greg Perlman
and David Fox also own all of the interests of B.A.R. Vanowen,
LLC, a California limited liability company.  GH Capital is owned
50% by Greg Perlman.

Grocery Liquidators owns and operates two Buck-A-Roo$ discount
stores in California.  BAR owns a license from Grocery Liquidators
to open and operate a Buck-A-Roo$ store in Van Nuys, California.

On the Effective Date these transfers will occur:

    1. Grocery Liquidators will transfer to reorganized Deja Foods
       all intellectual property which relates to the ownership,
       development and management of Buck-A-Roo$ stores; all know
       how of Grocery Liquidators related to the staffing,
       procurement of goods, store merchandising, and accounting
       procedures of Buck-A-Roo$ stores; and the exclusive rights
       of Grocery Liquidators to develop Buck-A-Roo$ stores;

   2.  Grocery Liquidators will terminate its relationship with
       those employees who are necessary to manage and operate the
       Buck-A-Roo$ business and permit reorganized Deja Foods to
       hire such employees;

   3.  Grocery Liquidators will enter into a license agreement
       with reorganized Deja Foods pursuant to which Grocery
       Liquidators will pay royalty income from its two existing
       Buck-A-Roo$ stores in California to Deja Foods at the rate
       of 5% of gross sales payable monthly in arrears;

   4.  BAR will contribute to reorganized Deja Foods all of its
       right to the operating Buck-A-Roo$ store located in Van
       Nuys, California, including the assignment of all related
       assets and leasehold interests; and

   5.  Deja Foods will assume $290,663 of unsecured outstanding
       indebtness owed by BAR to Grocery Liquidators with interest
       payable at 7.5%, and principal and interest amortized
       monthly in equal payments over six years.

As of the Effective Date, Deja Foods will change its name to Buck-
A-Roo$ Holding Corporation and amend and restate its articles of
incorporation to authorize 25,000,000 shares of common stock and
effect a 1 for 33 reverse stock split.  Buck-A-Roo$ Holding will
have 10,000,000 shares issued and outstanding.  grocery
Liquidators will receive 4,276,900 shares and BAR will receive
4,696,058 shares for their respective contribution of assets to
Buck-A-Roo$ Holding.

Laurus Master Fund, Ltd. the sole secured creditor of Deja Foods
will receive 500,000 shares and the unsecured creditors will
receive, pro rata in accordance with the amount of the respective
claims, 500,000 shares.

The remaining Deja Foods shareholders holding common stock prior
to the Effective Date will hold 27,041 shares after a 1 for 33
reverse stock split, no fractional shares will be issued and any
fractional amount shall be rounded down to the next whole share.
The shares of common stock held by David Fox prior to the
Effective Date will be canceled and no longer issued and
outstanding.

                       Effect on M&L Wholesale

M&L, will be reorganized by converting from a limited liability
company to a Nevada corporation and resuming the institutional
sales and other business operations previously operated by Deja
Foods.  M&L will change its name to DFGS Deja Foods Government
Services.

DFGS will authorize 25,000,000 shares of common stock and will
have 10,000,000 shares of common stock outstanding.   Buck-A-Roo$
Holding will contribute $150,000 and the assets and liabilities
related to its prior institutional sale business to DFGS in
exchange for 9,000,000 shares of common stock.  DFGS will issue
500,000 shares to Laurus and 500,000 shares, pro rata in
accordance with the amount of respective claims, to unsecured
creditors.

On the Effective Date, Grocery Liquidators will loan  Buck-A-Roo$
Holding $150,000 due Oct. 3, 2009, with interest payable at the
prime rate as published by the Wall Street Journal on the first
business day of each calendar quarter.  The indebtedness will be
secured by 9,000,000 shares of DFGS Common Stock.

Under the terms of the Reorganization Plan,  Buck-A-Roo$ Holding
will be obligated to repay Grocery Liquidators $125,000 of
indebtedness advanced by Grocery Liquidators to Deja Foods after
the filing of the Chapter 11 proceeding.

This indebtedness is classified as an Administrative Claim under
the Bankruptcy Code and the Reorganization Plan.  Buck-A-Roo$
Holding will make interest only payments on a quarterly basis,
commencing on the first day of the first full calendar quarter
following the Effective Date, provided however, that payments
shall not begin until payment of all creditors and interest
holders receive the distributions or payments they are entitled to
under the Reorganization Plan.  Under the Reorganization Plan, the
final payment to creditors is due as late as Aug. 14, 2011. The
principal shall be due on the first day of the first full month
following the last payment due to creditors under the
Reorganization Plan, but in no event sooner than Jan. 1, 2010.

                     David Fox to Continue as CEO

David Fox will continue as the Chief Executive Officer of Buck-A-
Roo$ Holding and DFGS.  He will receive a salary of $7,500 per
month from each company and will split his time equally between
the companies.  He will be entitled to annual increases and
bonuses as deemed appropriate by the board of directors of each
company.  He will be entitled to such other fringe benefits as are
adopted by each company for the benefit of their employees
generally.

The management of Buck-A-Roo$ Holding and DFGS will be:

   -- David Fox, President and Chief Executive Officer and
      director, was a partner in LA Foods, a small, privately-held
      Los Angeles-based food liquidator from 1995 to 2003.  At LA
      Foods, Mr. Fox was engaged in all aspects of the business
      including marketing, purchasing, sales import, finance,
      e-commerce and corporate matters.  He left the firm in 2003,
      when its sales were approximately $20 million annually, to
      found Deja Foods, Inc.  Mr. Fox is a member of Coldwater
      Finance LLC which owns and operates Grocery Liquidators of
      America LLC, which is a wholesale food and merchandise
      distributor and owner of two Buck-A-Roo$ stores and will
      supply Buck-A-Roo$ Holding Corporation some of its
      merchandise.

   -- Larry J. Kosmont, CRE, director, has been involved in real
      estate and investment since 1975. He founded Kosmont
      Companies, a full service real estate investment,
      development and advisory services firm, in 1986 and has been
      its Chief Executive Officer since that time.  He served in
      the public sector from 1973 to 1986, and was the City
      Manager for the City of Bell Gardens and was the Director of
      Community Development for the City of Burbank.  Mr. Kosmont
      is a former owner and board member of Growers Transplanting,
      the largest agricultural transplanting company in
      California.  He is a former Commissioner of the Metropolitan
      Water District Board (representing Los Angeles) and
      presently serves as a State Commissioner on the California
      Economic Development Commission.  He served on the Deja
      Foods, Inc. board of directors before resigning at the time
      the petition for Chapter 11 relief was filed by the company.

   -- Gregory Perlman, director, is the Principal of GH Capital, a
      diversified real estate investment company with holdings
      throughout the United States. GH Capital owns more than
      10,000 apartment units in thirteen states, with a combined
      market value in excess of $400 million and is actively
      acquiring existing projects.  In addition, GH Capital's
      Hospitality division owns and develops hotels and resort
      master planned communities in California.  GH Capital is
      based in Sherman Oaks, California with offices in
      Cincinnati, Ohio and Greenville, South Carolina and through
      its wholly owned subsidiaries employs over 300 people
      throughout the United States.  Prior to joining GH Capital,
      Mr. Perlman's career has encompassed a wide spectrum of real
      estate acquisitions and development throughout the United
      States.  Mr. Perlman is a graduate from the Boston
      University School of Management.

   -- Barry S. Baer was appointed Chief Financial Officer on
      Oct. 1, 2007.  Colonel Baer is a retired U.S. Army Colonel
      and a CPA.  Colonel Baer's military service from 1965 to
      1992 includes commanding an Armored Cavalry troop in
      Vietnam, Director of Accounting Systems for the US Army,
      Commander of the 18th Finance Group during Operation Desert
      Storm in the First Gulf War and Deputy Chief of Staff for
      Resource Management for the Army Material Command.  His
      professional career includes serving as Director of Public
      Works for the City of Indianapolis from 1992 to 1993 and as
      Vice President and Chief Operating Officer from 1993 to 2000
      for Pharmaceutical Corporation of America.  Subsequently
      from 2000 to 2001, Colonel Baer served as the Executive Vice
      President and Chief Financial Officer for Apex Industries, a
      sheet metal product fabrication and installation firm.  From
      2002 to 2003, he served as Executive Vice President and
      Chief Financial Officer for Obsidian Enterprises, Inc., a
      publicly-traded holding company. Since 2003, Colonel Baer
      has served as a Consultant and Chief Financial Officer for
      Max Katz Bag Company, a privately-held plastics
      manufacturer.  In 2006, he also became Chief Financial
      Officer of Ecotality, Inc., a publicly-traded renewable
      energy development stage company.

                   Treatment of Common Stock

At the time Deja Foods filed for relief under Chapter 11 of the
Bankruptcy Code there were approximately 4,433,333 shares of
common stock outstanding.  After the Effective Date there will be
10,000,000 shares issued and outstanding.  Pursuant to the Plan of
Reorganization any options or warrant outstanding before the
Effective Date will be canceled.

                        About Deja Food

Deja Foods, Inc., distributes food products to retailers, food
banks, distributors, and government institutions on a wholesale
level.  The company and its wholly owned subsidiary,  M&L
Wholesale Foods LLC, filed for Chapter 11 protection on Aug. 14,
2006 (Bankr. C.D. Calif. Case Nos. 06-11351 & 06-11352).  Daniel
J. Weintraub, Esq., James R. Selth, Esq., and Summer Saad, Esq.,
at Weintraub & Selth, APC, represent the Debtors.  At Sept. 30,
2006, the Debtors' balance sheet showed total assets of $434,452
and total debts of $9,422,859.


DELTA FINANCIAL: Angelo Gordon Aborts Recapitalization Proposal
---------------------------------------------------------------
Delta Financial Corp. disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that on Dec. 7, 2007, it
received written notice from AG Special Situation Corp., an
affiliate of Angelo, Gordon & Co., that AGSSC had terminated its
letter of intent with the company.

As disclosed in a Nov. 16, 2007, SEC filing, AGSSC submitted a
proposal to recapitalize Delta Financial through $100 million of
financing, consisting of at least $50 million in new senior
secured notes and the aggregate principal amount of the existing
financing that is currently outstanding under the Securities
Repurchase Agreement dated Aug. 13, 2007 between AG Delta
Holdings, LLC and the company and certain of its affiliates, and
the issuance by Delta of 40,000,000 shares of common stock in
connection with such new senior secured notes.

As previously reported in the Troubled Company Reporter, the
company disclosed that it was unable to complete the transaction
on satisfactory terms and didn't expect the Angelo Gordon
transaction to be consummated.

                       About Delta Financial

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


DELTA FINANCIAL: Discloses Plan to Terminate All Employees
----------------------------------------------------------
Delta Financial Corp. disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that on Dec. 7, 2007, it
notified substantially all of its employees that they would be
terminated.

These terminations result of the company's financial condition and
its decision to suspend taking new mortgage loan applications.

As previously reported in the Troubled Company Reporter, the
company said that it does not believe it will be able to continue
as a going concern.  Furthermore, the company stated that it
intends to file for protection under the federal bankruptcy code.

                       About Delta Financial

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


DELTA FINANCIAL: Interlocutory Appeal for Fidelity Suit Denied
--------------------------------------------------------------
The Hon. Gary L. Lancaster of the U.S. District Court for the
Western District of Pennsylvania did not permit Delta Financial
Corporation, parent of Fidelity Mortgage Inc., to file an
interlocutory appeal on his May 2007 ruling, Bankruptcy Law360
reports.

According to the report, Judge Lancaster gave the ruling based on
Magistrate Judge Lisa Pupo Lenihan's recommendation to deny
Fidelity's request because the Supreme and Circuit Courts and the
Department of Labor do not consider companies in the financial
sector as part of an exemption in the retail or service
enterprise.

                          FLSA Violation Suit

In November 2004, the company received notice that it has been
named in a lawsuit styled as a collective action filed in the
Western District of Pennsylvania.  The suit alleges that the
company's  subsidiary, Fidelity Mortgage, now a division of the
company's other subsidiary, Delta Funding Corporation, did not pay
its loan officers overtime compensation and minimum wage in
violation of the Federal Fair Labor Standards Act.

The complaint seeks:

   (1) an amount equal to the unpaid wages at the applicable
       overtime rate;

   (2) an amount equal to the minimum wages at the applicable
       minimum wage;

   (3) an equal amount as liquidated damages;

   (4) costs and attorneys' fees;

   (5) leave to add additional plaintiffs; and

   (6) leave to amend to add claims under applicable state laws.

The company filed an answer and discovery has commenced.

In April 2005, the plaintiff filed his motion for conditional
class certification and in May 2005, Fidelity filed its opposition
to that motion.

In June 2005, the Magistrate Judge issued a report and recommended
that the plaintiff's motion for conditional class certification be
granted, and that plaintiff's motion to authorize judicial notice
be granted.

In July 2005, Fidelity filed with the District Court its
objections to the Magistrate Judge's recommendation and the
plaintiff filed its opposition to the objections.

In July 2005, the District Court upheld the Magistrate Judge's
report and recommendation.  Any potential class members who
desired to join the collective action were provided an opportunity
to do so during an "opt-in" period that ended in October 2005.  
Approximately 180 individuals, virtually all of whom are former
employees, are plaintiffs in the collective action.

In April 2006, the plaintiffs filed a motion for summary judgment.

By agreement in June 2006, the Court stayed the action while the
parties engaged in non-binding mediation, and plaintiffs' motion
for summary judgment was withdrawn without prejudice to it being
re-filed.  The matter was not resolved through mediation, the stay
was lifted in August 2006, the plaintiffs' motion was re-filed and
the company filed its opposition to the motion and a cross-motion
for partial summary judgment.  In September 2006, the plaintiffs
filed their papers in response to the company's opposition to
their motion and replied to the company's cross-motion.

In October 2006, the company filed reply papers to the plaintiffs'
opposition to the company's cross-motion.

In March 2007, the Magistrate Judge rendered a report and
recommendation that the plaintiffs' motion for summary judgment be
granted, and the company's motion denied, as to the company's
entitlement to a retail or service establishment exemption under
the FLSA; that plaintiffs' motion be denied as to: (a) the
company's entitlement to an administrative employee exemption
under the FLSA; and (b) plaintiffs' entitlement to liquidated
damages; and the company's motion be granted as to the sufficiency
of the employees' compensation under the salary basis test, but
denied as to the remaining two conditions of an administrative
employee exemption.

In April 2007, the company filed objections to the Magistrate
Judge's report and recommendation, since it did not recommend the
granting of the company's cross-motion for partial summary
judgment, and the plaintiffs filed their opposition to the
company's objections.

In May 2007, the company filed a reply to the plaintiffs'
opposition to the company's objections, on which the District
Court issued an order adopting the Magistrate Judge's report and
recommendation in May 2007.

In July 2007, the company filed a motion for certification of an
interlocutory appeal from the District Court's May 2007 order and
the plaintiffs filed their opposition papers in July 2007; and the
company filed a reply papers in August 2007.

                     Bankruptcy Announcement

As reported in the Troubled Company Reporter on Dec. 7, 2007,
Delta Financial Corporation provided an update on Dec. 6, 2007, of
its financial condition and current plans, including a possible
filing of chapter 11 bankruptcy and an event of default under its
warehouse facilities.

                       About Delta Financial

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


DRI CORPORATION: Earns $499,000 in Third Quarter Ended Sept. 30
---------------------------------------------------------------
DRI Corporation reported net income of $499,000 on net sales of
$13.9 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $1.0 million on net sales of $12.4 million in
the comparable period last year.

The net sales increase resulted from higher U.S. domestic sales of
$1.1 million and an increase in international sales of $427,000.
     
The increase in U.S. sales was a result of higher sales in
TwinVision of North America Inc. and Digital Recorders Inc.  

Operating income increased to $906,000 during the three months
ended Sept. 30, 2007, versus an operating loss of $710,000 in the
comparable 2006 quarter.  The increase in operating income is due
to higher sales and lower selling, general and administrative
expenses offset by higher cost of sales and higher research and
development expenses.
     
Other expense decreased $153,000 from $295,000 for the three
months ended Sept. 30, 2006, to $142,000 for the three months
ended Sept 30, 2007, mainly due to a $119,000 increase in foreign
currency gain.

The company recorded a net income tax expense of $138,000 for the
three months ended Sept. 30, 2007, as compared with net income tax
expense of $59,000 for the three months ended Sept. 30, 2006.

On April 30, 2007, the company divested DAC, which comprised all
the operations of the law enforcement and surveillance segment of
the company.  Since the divestiture of DAC occurred on April 30,
2007, there is no income or loss from discontinued operations
reported for the third quarter of 2007, whereas income from
discontinued operations of $212,000 were reported for the third
quarter of 2006.

For the nine months ended Sept. 30, 2007, sales increased by
13.1% to $40.8 million and net income was $432,000.  This compares
to sales of $36.1 million and a net loss of $1.9 million for the
same period last year.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$37.2 million in total assets, $17.6 million in total liabilities,
$392,000 in minority interest in consolidated subsidiary, and  
$19.2 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?2651

                     Laurus Credit Agreement

The company has an asset-based lending agreement with Laurus which
provides up to $6.0 million in borrowings under a revolving credit
facility.  This credit facility is secured by all tangible and
intangible assets of the company in the U.S.  The Laurus Credit
Agreement contains no financial covenants.  At Sept. 30, 2007,
remaining borrowing availability under the revolving credit
facility was approximately $1.5 million.  The Laurus Credit
Agreement has a maturity date of June 30, 2008.  The company  
anticipates its cash resources will not be sufficient to make
payment in full on the outstanding balance of this line of credit
at the maturity date.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Apr. 5, 2007,
PricewaterhouseCoopers LLP expressed substantial doubt about
Digital Recorders Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and
accumulated deficit.

                      About DRI Corporation

Based in DRI Corp. (Nasdaq: TBUS) -- http://www.digrec.com/--  
formerly Digital Recorders Inc., is a digital communications
technology company in the domestic and international public
transportation and transit security markets.  Its products include
TwinVision(R) and Mobitec(R) electronic destination sign systems,
Talking Bus(R) voice announcement systems, Digital Recorders(R)
Internet-based passenger information and automatic vehicle
location/monitoring systems, and VacTell(TM) video actionable
intelligence systems.


DUANE TILLIMON: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Duane J. Tillimon
        5105 Tillimon Trail
        Toledo, OH 43623

Bankruptcy Case No.: 07-35365

Type of Business: The Debtor owns and manages the following: land
                  investor Capital Acquisitions of Nevada, general
                  contractor D.J.T., real estate broker Equity
                  Preservation and land developers Indian River
                  Estates and Ottawa Trail Estates.

Chapter 11 Petition Date: December 10, 2007

Court: Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: Kenneth A. Blech, Esq.
                  10850 Pearl Road, Suite D3
                  Strongsville, OH 44136-3305
                  Tel: (440) 238-7887
                  Fax: (440)238-9532

Total Assets: $5,275,640

Total Debts: $26,335,595

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Bank of America                $24,636,043
c/o Phillips & Cohan
Associates, Ltd.
258 Chapman Road, Suite 205
Newark, DE 19702

Bank of America                $131,163
c/o Wolpoff & Abramson
Two Irvington Centre
702 King Farm Boulevard
Rockville, MD 20850-5775

Department of the Treasury     $68,756
Internal Revenue Service
Cincinnati, OH 45999-0025

Huntington Bank                $47,867

Chase Bank                     $31,255

Wells Fargo                    $20,876

Ohio Attorney General          $13,046

Lucas County Treasurer         $5,046

Bank of America                $4,426
Wilmington, DE

City of Toledo                 $2,105


DURA AUTOMOTIVE: Resolves Objections to Plan Confirmation
---------------------------------------------------------
In a Dec. 5, 2007 pre-trial memorandum, DURA Automotive Systems,
Inc., said that it has resolved objections filed by Second Lien
Group, an ad hoc committee of holders of a substantial majority of
the Debtors' prepetition second priority indebtedness; Karl
Storrie and David Bovee; the U.S. Internal Revenue Service; Magna
Donnelly Corporation; Robert Bosch LLC; Envision Graphics; and
Toyota Motor Credit Corporation.

According to a Dec. 10, 2007 notice served by the Debtors'
counsel, the U.S. Trustee has been added to the list of parties
who have withdrawn their objections to the confirmation of the
Plan.

The proposed Plan confirmation order filed by the Debtors on
Dec. 7, 2007, contains provisions that address concerns by
parties who previously filed objections to the Plan:

   -- The Second Lien Group has withdrawn its confirmation
      objection pursuant to an agreement, the salient terms of
      which are:

      (1) the Second Lien Facility Claims are allowed in the
          initial amount of $225 million plus outstanding
          interest, fees and expenses payable pursuant to the
          DIP Order, which amount the Debtors will finally and
          irrevocably pay, in cash in full, on the Effective
          Date;

      (2) unless otherwise resolved by the parties, the dispute
          between the Debtors and the Second Lien Group
          regarding the appropriate post-petition interest rate
          will be presented for oral argument at the Court's
          previously scheduled hearing on Jan. 24, 2008; and

      (3) pending resolution of the Interest Rate Dispute and
          notwithstanding the release and extinguishment of
          liens contemplated by the Plan and the occurrence of
          the Effective Date, the Second Lien Lenders will have
          a first priority security interest upon all of the
          Debtors' assets or Reorganized Debtors' in the amount
          of $2.1 million, which lien will be released and
          extinguished upon the payment by the Debtors of any
          amount, if any, that the Court determines is owed to
          the Second Lien Lenders regarding the Interest Rate
          Dispute.
                                  
   -- Any effective date of the rejection of the Transportation
      Service Agreement dated Feb. 15, 2005, between Hazen
      Transport, Inc., and Atwood Mobile Products, Inc., and the
      effect of any such effective date of rejection on any
      claims asserted by Hazen Transport for amounts due under
      the Transportation Service Agreement will be reserved and
      determined by the Court at the time such a claim, if any,
      is filed against the Debtors and brought before the Court
      for hearing.  The Debtors reserve all rights and defenses
      with respect to the claim.

   -- Any effective date of the rejection of the Debtors'
      Supplemental Executive Retirement Plan, effective
      Jan. 1, 2003, as applicable to Karl Storrie and David
      Bovee, and the effect of any such effective date of
      rejection on the claims of Messrs. Storrie and Bovee for
      payments pursuant to the SERP will be reserved and
      determined by the Court at the time of the hearing on the
      motions of Messrs. Storrie and Bovee for allowance and
      payment of administrative expenses.

   -- Confirmation of the Plan will not affect any set-off and
      recoupment rights of the Internal Revenue Service.  The
      total value of any Allowed Priority Tax Claims held by the
      IRS will include interest at the rate and method specified
      in 26 U.S.C. 6621 and 6622.

   -- Nothing in the Plan or Confirmation Order will ,among
      other things, release discharge, enjoin or impact in any
      way, the claims, counterclaims defenses or affirmative
      defenses of Magna Donnelly Corporation, in connection with
      a patent infringement lawsuit filed by the Debtors.

                        About Dura Automotive

Rochester Hills, Mich.-based DURA Automotive Systems Inc. (Nasdaq:
DRRA) -- http://www.DURAauto.com/-- is an independent designer  
and manufacturer of driver control systems, seating control
systems, glass systems, engineered assemblies, structural door
modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.  
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.  
Miller Buckfire & Co., LLC is the Debtors' investment banker.  
Glass & Associates Inc., gives financial advice to the Debtor.  
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.

The Debtors' exclusive plan-filing period expired on Sept. 30,
2007.  On Aug. 22, 2007, the Debtors' filed their Plan of
Reorganization and the Disclosure Statement explaining that Plan
was approved on Oct. 3, 2007.  (Dura Automotive Bankruptcy News,
Issue No. 40 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Court Defers Plan Confirmation Hearing to Dec. 17
------------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware agreed to postpone Dura Automotive Systems,
Inc., and its debtor-affiliates the confirmation hearing to Dec.
17, 2007, at 9:30 a.m.

On behalf of the Debtors, Daniel J. DeFranceschi, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
submitted a notice stating that the Court has continued the
Confirmation Hearing held on Dec. 10, 2007.

The Associated Press notes that without the $425 million loan,
the company's plan to raise up to $160 million in equity
financing could unravel.  Pacificor, LLC, has agreed to invest up
to $160 million in reorganized Dura by buying shares of new
common stock that were not purchased in an equity rights
offering.

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Judge Carey had canceled the confirmation hearing scheduled for
Dec. 6, saying that there was no point moving forward with the
hearing until Dura obtains the necessary exit financing.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.  
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.  
Miller Buckfire & Co., LLC is the Debtors' investment banker.  
Glass & Associates Inc., gives financial advice to the Debtor.  
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.

The Debtors' exclusive plan-filing period expired on Sept. 30,
2007.  On Aug. 22, 2007, the Debtors' filed their Plan of
Reorganization and the Disclosure Statement explaining that Plan
was approved on Oct. 3, 2007.  (Dura Automotive Bankruptcy News,
Issue No. 40 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Extends Marketing Period for $425 Mil. Exit Loan
-----------------------------------------------------------------
DURA Automotive Systems, Inc. and its debtor-affiliates disclosed
that they have syndicated a majority of its exit financing
facility and has elected to extend the marketing period to
complete the financing.  This extension gives Goldman Sachs Credit
Partners, L.P. and Barclays Capital, the investment firms engaged
by DURA to arrange $425 million in credit facilities, additional
time and flexibility to complete their syndication efforts.

The Debtors have commenced discussions with its Debtor-in-
Possession lenders regarding an extension of its DIP financing
agreement to ensure that DURA's working capital financing is not
impacted by an extended exit financing process.

As reported in the Troubled Company Reporter on Nov. 12, 2007,
The Debtors sought and obtained approval from the U.S. Bankruptcy
Court for the District of Delaware of an engagement letter and a
fee letter entered into with Goldman Sachs Credit Partners, L.P.,
and Barclays Capital, the investment banking division of Barclays
Bank, PLC, for a $425 million financing to emerge from Chapter 11.  
DURA expects $300 million of the loan to be funded on the
effective date of its Plan of Reorganization.  

The Court has approved the Engagement Letter and the Fee Letter
in all respects.  The Court's order did not specify whether the
U.S. Trustee's concerns were addressed.

Pursuant to the Engagement Letter, Goldman Sachs and Barclays, as
arrangers, have offered to syndicate exit financing for Dura
Operating Corp.:

   (a) a senior secured revolving credit facility in an amount
       up to $125 million;

   (b) a senior secured first-lien tranche B term loan facility
       in amount up to $225 million; and

   (c) a senior secured second-lien term loan facility in an
       amount up to $75 million.  

DURA's Chapter 11 case is in its final stages.  In another
confirmation-related development, on Friday, Dec. 7, 2007, the
company took another significant step when the Bankruptcy Court
issued an opinion enforcing the subordination provisions of the 9%
Subordinated Notes Indenture, thereby effectively ending one of
the few remaining major creditor challenges to confirmation of the
Chapter 11 Plan.  All other major creditor groups support
confirmation.

DURA is advised by AlixPartners, Kirkland & Ellis and Miller
Buckfire in connection with its Chapter 11 reorganization.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.  
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.  
Miller Buckfire & Co., LLC is the Debtors' investment banker.  
Glass & Associates Inc., gives financial advice to the Debtor.  
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.

The Debtors' exclusive plan-filing period expired on Sept. 30,
2007.  On Aug. 22, 2007, the Debtors' filed their Plan of
Reorganization and the Disclosure Statement explaining that Plan
was approved on Oct. 3, 2007.  (Dura Automotive Bankruptcy News,
Issue No. 40 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DYNEA CANADA: Moody's Holds B2 Rating and Revises Outlook
---------------------------------------------------------
Moody's Investors Service affirmed Dynea Canada Ltd.'s B2
corporate family rating and revised the outlook to negative due to
the expected impact of weakening demand due to further housing-
related softness in its main end-markets in 2008, concerns over
the company's ability to remain in compliance with the financial
covenants in its credit facility in 2008 and volatile methanol
prices.  Moody's projects that margins will likely decline in the
fourth quarter due to a lagging ability to pass through rising
methanol prices, but Moody's expects margins to rise in 2008 due
to the company's ability to contractually pass through higher
methanol prices and the belief that methanol prices will fall in
the second half of 2008 due to new capacity and increased
production in Chile toward year end 2008.

However, sales volumes will likely decline further as downstream
customers scale back production of wood products as a result of
the severe downturn in housing and remodeling markets.  Moody's
expects the capacity utilization rate of the North American
formaldehyde resin industry to fall and Dynea's new facility in
Sexsmith, Alberta will likely add to the short-term oversupply
situation.

Outlook Actions:

Issuer: Dynea Canada Ltd.

  -- Outlook, Changed To Negative From Stable

The B2 corporate family rating reflects Dynea's high leverage with
LTM September 2007 adjusted Debt/EBITDA of 6.5x (10.1x including
$140 million of levered equity), limited product diversity,
significant exposure to the housing and remodeling markets in
North America, exposure to volatile raw materials, and the need to
improve its accounting system to provide detailed information by
customer and product to management.  The ratings are supported by
a sustainable position in the North American market as one of the
three largest producers of formaldehyde resins, its leading market
position in overlays, the regional characteristics of this
business, its broad operational footprint, the ability to
contractually pass through raw material increases in roughly 70%
of its sales volumes, and the expectation that it will be able to
expand its specialty products and applications.

The negative outlook reflects the projected impact further
housing-related softness in 2008 and the likely need to amend the
covenants in its bank facility in 2008, which could have a
meaningful impact on interest expense going forward.  If EBITDA
declines below $30 million Moody's would reassess the
appropriateness of the B2 CFR.  The outlook could be returned to
stable if Dynea is able to achieve run-rate EBITDA of $40 million
or it is able to obtain sufficient covenant relief to eliminate
compliance issues through the end of 2009.

Dynea Canada Ltd., headquartered in Mississauga, ON, is a
vertically integrated manufacturer of adhesive resins and overlay
products for use in adhesion and surfacing applications in the
construction, furniture, and general industrial businesses.  The
company has two business units: Adhesive Resins (which accounted
for 76% of revenues in 2006) and Overlays.  Revenues were
$596 million in 2006.  Teachers' Private Capital acquired the
company from Dynea Chemicals Oy in mid-July 2007 and is the
majority owner.


EARTH BIOFUELS: Court Dismisses Involuntary Bankruptcy Petition
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
dismissed the petition for involuntary bankruptcy filed against
Earth Biofuels Inc.

As reported in the Troubled Company Reporter on July 16, 2007,
Five creditors filed an involuntary Chapter 7 petition against
Earth Biofuels Inc.  The creditors, with claims amounting to
$33 million, are:

    * Castlerigg Master Investment Ltd.;
    * Evolution Master Fund Ltd., SPC;
    * Radcliffe SPC, Ltd.;
    * Cornell Capital Partners, LP; and
    * Portside Growth and Opportunity Fund.

The creditors contended that the claims were for debts under the
Senior Convertible Note issued by the company pursuant to the
Securities Purchase Agreement dated as of July 24, 2007, that were
past due.

                      Settlement Agreement

On Nov. 14, 2007, the company negotiated and executed a settlement
agreement with the group of creditors who had petitioned for an
involuntary bankruptcy.   The settlement requires the creditors to
dismiss their petition of bankruptcy.

Under the terms of the agreement, Earth Biofuels will grant
certain security interests to the creditors and will execute a
restructuring plan within 120 days.

The restructuring transaction is contemplated to require the
parties involved, including the company and noteholders, to enter
into these definitive documents:

   a) an interim restructuring agreement by and among the
      company, the noteholders, Dennis McLaughlin, the
      company's CEO, and the company's subsidiaries;

   b) a release agreement by and among the company, the
      company's subsidiaries, and the noteholders;  

   c) a confession of judgment and accompanying affidavit of
      confession of judgment to be executed by the company in
      favor of each of the noteholders;

   d) a guaranty given by the subsidiaries of the company for
      the prompt payment of the total outstanding amount due
      and owing to the noteholders, upon the occurrence of
      certain trigger events outlined in the subsidiary
      guaranty; and

   e) an escrow agreement by and among Schulte Roth & Zabel
      LLP, the noteholders, the company, McLaughlin, and the
      company's subsidiaries, appointing SRZ to serve as
      the escrow agent to hold and release the original
      versions of all executed documents related to the
      restructuring transaction;

In addition, Mr. McLaughlin has agreed to a limited personal
guaranty in favor of the noteholders for a portion of the total
amount due to such Noteholders.

A detailed information on the settlement agreement is available
for free on http://ResearchArchives.com/t/s?2658

The company is no longer involved with any bankruptcy proceedings
and is moving forward with its restructuring and growth plan.  
That plan is focused on the expansion of company's liquefied
natural gas business, the company's biodiesel production and
marketing operations, the development of cellulosic ethanol
production technologies, and the development of biofuels retail
marketing and distribution.

                      About Earth Biofuels

Headquartered in Dallas, Texas, Earth Biofuels Inc. --
http://www.earthbiofuels.com/-- (OTC BB: EBOF) engages in the   
production, distribution, and sale of renewable fuels, with a
focus on biodiesel fuel, in the United States.  The company
produces pure biodiesel fuel (B100) through the utilization of
vegetable oils, such as soy and canola oil as raw material.  The
company distributes petroleum/biodiesel blended fuel, such as B20
through wholesale distributors, truck stops, and fueling stations.  
Earth Biofuels also produces and markets liquefied natural gas.

On July 11, 2007, five creditors with claims of around $33 million
filed an involuntary chapter 7 petition against the company
(Bankr. D. Del. Case. No. 07-10928).  Adam G. Landis, Esq., and
Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP, represent the
petitioners.  A hearing to consider approval of an interim
settlement agreement entered into by the company and its creditors
is set for Dec. 10, 2007.  The agreement provides for the
dismissal of the involuntary chapter 7 petition in exchange for
the Debtor admitting its liability under a $52 million loan.

As reported in the Troubled Company Reporter on Nov. 26, 2007,
Earth Biofuels Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $87.2 million in total assets and $107.7 million in
total liabilities, resulting in a $20.5 million total
stockholders' deficit.

                     Going Concern Doubt

Malone & Bailey P.C., in Houston, Texas, expressed substantial
doubt about Earth Biofuels Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficit.


EAST LINDA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: East Linda of Edgewater 227, L.L.C.
        4772 Frontier Way, Suite 400
        Stockton, CA 95215

Bankruptcy Case No.: 07-30711

Type of Business: The Debtor is a land developer.

Chapter 11 Petition Date: December 10, 2007

Court: Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Gustavo M. Rios, Esq.
                  4772 Frontier Way, Suite 400
                  Stockton, CA 95215
                  Tel: (209) 466-4433

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


EDUCATE INC: S&P Puts B Credit Rating on Negative Watch
-------------------------------------------------------
Standard & Poor's Rating Services placed its 'B' corporate credit
rating on Educate Inc. on CreditWatch with negative implications.

"The rating action is based on our concern about Educate's thin
margin of compliance with its bank covenants," explained Standard
& Poor's credit analyst Debbie Kinzer.

Baltimore, Maryland-based Educate is the nationwide franchisor of
Sylvan Learning Centers, and also provides tutoring and other
supplemental education programs to schools through government-
funded contracts.  Total debt was about $275 million as of Sept.
30, 2007.

Educate's profitability has been below S&P's expectations since
the June 2007 acquisition of its surviving businesses by an
investor group that includes Sterling Capital Partners L.P.,
Citigroup Capital Partners, and management.  Progress with sales
of its formerly-owned Sylvan centers, which were intended to repay
Educate Inc. debt, has been slower than S&P had anticipated as
well.  These two factors have caused Educate's leverage to rise,
and the company had a very narrow margin of compliance with its
leverage covenant as of Sept. 30, 2007.  In S&P's review, they
will evaluate the company's strategies for reestablishing an
appropriate margin of covenant compliance, particularly in light
of the rapid tightening of covenant levels beginning in the second
quarter of 2008.


EIMSKIP HOLDINGS: Moody's Affirms B3 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service, Inc. has affirmed Eimskip Holdings,
Inc.'s corporate family rating at B3 as well as affirmed the
company's senior secured revolver, first lien term loan, and
second lien term loan ratings.  The company's subordinated
mezzanine facility was not rated by Moody's.  The ratings outlook
has been changed to positive from stable.

Eimskip Holdings, Inc., the borrower of the proposed restructured
facilities, is a wholly-owned indirect subsidiary established by
Hf. Eimskipafelag Islands, a leading Icelandic shipping company,
to acquire Versacold Income Fund.  Eimskip Holdings is currently
planning a sale leaseback of 20 of its Canadian facilities as well
as restructuring its current credit facilities and mezzanine debt.  
The company also plans to convert its current shareholder loan to
common equity.

These ratings/assessments of Eimskip Holdings, Inc. have been
affected:

  -- Corporate family rating, affirmed B3;

  -- Probability-of-default rating, affirmed B3;

  -- CDN$50 million senior secured revolving credit facility,
     affirmed at B1 (LGD2, 28%) from B1 (LGD2, 29%);

  -- CDN$333.7 million senior secured first lien term loan
     (previously Cdn $510 million), affirmed B1 (LGD2, 28%)
     from B1 (LGD2, 29%);

  -- CDN$165.6 million 2nd lien term loan (previously Cdn $140
     million), affirmed at Caa1 (LGD5, 72%).

The term loans will be funded primarily in U.S. dollars.

The positive outlook reflects the anticipated improvement in the
company's leverage to under 7x from almost 8x when the company was
originally rated in July of this year.  The outlook considers the
additional collateral and servicing fee from Atlas Cold Storage, a
sister company of Versacold.

The B3 corporate family rating reflects the low level of
anticipated free cash flow that Eimskip is anticipated to generate
over the next couple of years.  The rating is constrained by the
ongoing litigation at Atlas.  The ratings reflect the belief that
Eimskip's refrigeration business is likely to be reasonably stable
during most economic cycles.  The ratings also reflect the
significant amount of pledged assets.  The company's stable
revenue stream, strong market position as a top 3 competitor in
each market it serves, as well as limited customer concentration
and the growing trend of public refrigerated warehousing capacity
are all considered.

The change in ratings outlook relies on the receipt of final
executed documentation consistent with that utilized in Moody's
analysis.

The ratings may deteriorate if free cash flow after capital
expenditures to total debt was anticipated to turn negative on a
projected annual basis or if the company's debt to EBITDA
increases above 8.5 times.  Although the company has few customers
that represent over 3% of its business, the loss of its larger
customers could have negative ratings implications depending on
the severity of loss given that the business has a high level of
fixed costs.  An adverse ruling in the Atlas lawsuit could have
negative ratings and/or outlook implications.

The rating/outlook could improve if the company's debt to EBITDA
was to decline meaningfully below 6.5 times and if free cash flow
to total debt was to improve materially above 3% on a sustainable
basis.  The ratings incorporate the expectation that Atlas's
pending lawsuit will be finalized in a manner which doesn't affect
the proposed servicing fee that Versacold is anticipated to
receive from Atlas or have any other adverse credit implications.

Eimskip Holdings, Inc., through Versacold, is headquartered in
Canada and is a global supplier of temperature controlled
warehousing and logistic services to food producers, processors,
as well as wholesale and retail distributors.   Versacold
maintains 72 facilities globally, with approximately 290 million
cubic feet of temperature controlled capacity.  Revenue for the
fiscal year end October 31, 2007 was approximately Cdn. $716
million.


ELECTRONIC DATA: Improved Legacy Issues Prompts Moody's Review
--------------------------------------------------------------
Moody's Investors Service placed the senior unsecured note ratings
of Electronic Data Systems Corporation on review for possible
upgrade.  The review was prompted by the company's improvement of
legacy issues related to poor cash flow performance on certain
large contracts, improving operating margins, and its continued
conservatism toward the preservation of liquidity and debt
leverage.

Moody's review will focus on the company's strategies toward
acquisition and share repurchase spending, as well as its
prospects for free cash flow growth and the preservation of
internal and external sources of liquidity.

Since Moody's revised EDS' rating outlook to positive from stable
in November 2006, the company has continued to achieve organic
revenue growth, albeit modest in the low single digits, and
operating margin expansion.  In its quarter ended September 30,
2007, the company achieved year over year organic revenue growth
and expanded its operating margin to approximately 6% from 4%.  
The company's free cash flow, defined as cash flow from operations
less capital expenditures and dividends, is strong at about $700
million for the twelve months ended September 30, 2007.

The company's unrestricted cash and marketable securities amounted
to over $3 billion at September 2007.  In addition, the company
has external liquidity from a $1 billion five-year revolving
credit facility expiring June 2011, and is in compliance with the
financial covenants of this facility.

On Dec. 4, 2007, the company announced its plans to repurchase up
to $1 billion of its shares over the next 18 months, which Moody's
expects will be executed within the context of its free cash flow
after considering possible cash acquisitions.

Ratings Placed On Review for Possible Upgrade:

  -- $700 million 7.125% Senior Unsecured Notes due 2009 Ba1

  -- $690 million 3.875% Convertible Senior Unsecured Notes due
     2023 Ba1

  -- $1.1 billion 6% Senior Unsecured Notes due 2013 Ba1

  -- Senior Unsecured Convertible Notes due 2021 Ba1

  -- $300 million Senior Unsecured Notes due 2029 Ba1

Headquartered in Plano, Texas, Electronic Data Systems Corporation
is a multinational I/T services provider.


EQUIFIRST LOAN: Moody's Lowers Rating on Class B-3 Loans to B2
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 3 tranches
from EquiFirst Loan Securitization 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: EquiFirst Loan Securitization Trust 2007-1

  -- Cl. B-1, Downgraded to Baa3, previously Baa1,
  -- Cl. B-2, Downgraded to Ba3, previously Baa2,
  -- Cl. B-3, Downgraded to B2, previously Baa3.


EURAMAX INT'L: Weak Performance Cues S&P to Cut Rating to B-
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Norcross, Georgia-based Euramax International Inc., including the
corporate credit rating, which was lowered to 'B-' from 'B'.  The
company had total balance sheet debt of around $685 million as of
Sept. 30, 2007.  The outlook is negative.
      
"The rating action reflects the company's weakened performance due
to challenging market conditions in the domestic recreational
vehicle and certain nonresidential construction markets," said
Standard & Poor's credit analyst Dan Picciotto.  The company's
operating margin is below peak 2004 levels and could remain at
this level if market conditions do not improve.  Consequently, the
risk of a covenant violation has increased.
     
The ratings on Euramax reflect the firm's highly leveraged
financial risk profile, which is tempered somewhat by leading
niche market positions for some of the company's product lines,
some geographic diversity, and limited maintenance capital
requirements.
     
Euramax manufactures aluminum, steel, and other products for the
building construction and transportation markets.
     
S&P could lower the ratings if operating performance deteriorates,
if cash flow worsens, or if the company's liquidity is otherwise
impacted.  On the other hand, S&P could revise the outlook to
stable if credit measures strengthen and operating performance and
liquidity stabilize.


FENDER MUSICAL: Planned Kaman Music Buy Cues Moody's Neg. Outlook
-----------------------------------------------------------------
Moody's Investors Service revised Fender Musical Instrument
Corporation's rating outlook to negative following the
announcement of the proposed $117 million debt financed
($100 million term loan and $17 million revolver drawdown)
acquisition of Kaman Music Corporation, a wholly-owned subsidiary
of Kaman Corp.  At the same time, Moody's rated the new senior
secured term loan B2 and affirmed all of Fender's existing
ratings.

Kaman Music Corp. is a leading independent distributor of musical
instruments and accessories in the United States, offering more
than 20,000 products for amateurs and professionals.  Kaman's
instruments includes proprietary products, such as the Ovation(R)
and Hamer(R) guitars, as well as an exclusive worldwide
distributor agreement for premier products including Takamine(R)
guitars.  KMC also offers an extended line of percussion products
and accessories through Latin Percussion(R) and has exclusive
distribution agreements with Gretsch(R) drums and an exclusive
U.S. sales agreement for Sabian(R) cymbals.

"The negative outlook principally reflects Moody's concern that
consumer spending will continue to soften in the near term and
that Fender may be precluded from significantly delevering as they
have done in the past" said Kevin Cassidy, Vice President/Senior
Credit Officer at Moody's Investors Service.  The negative outlook
also reflects Fender's diminished financial flexibility due to the
additional debt burden incurred to fund the acquisition with
leverage, measured as adjusted debt/adjusted EBITDA, increasing by
almost one turn to close to 5x from just under 4x, proforma for
this transaction.

Fender's June 2007 term loan credit agreement permitted an
additional $100 million to be borrowed.  The ratings for the term
loan reflects both the overall probability of default of the
company, to which Moody's has assigned a PDR of B1, and a loss
given default of LGD 4 (58%).  Both the unrated revolving credit
facility and the term loan benefit from the full guarantees of the
existing and future subsidiaries.  The revolver has a 1st lien
priority interest on inventory and accounts receivable and a 2nd
priority lien on the remaining assets and the term loan has the
inverse security interest.  Moody's believes that the term loans
collateral coverage approximates 25%, based on a combination of
valuation techniques.

This rating was assigned:

  -- $100 million senior secured term loan B2 (LGD4, 58%);

These ratings were affirmed/assessment revised:

  -- Corporate family rating at B1;

  -- Probability of default rating at B1;

  -- $200 million senior secured term loan B2 (to LGD4, 58%
     from LGD4, 61%)

Fender Musical Instruments Corporation, based in Scottsdale,
Arizona, develops, manufactures and distributes musical
instruments, principally guitars and amplifiers, to wholesale and
retail outlets throughout the world.  The company's proforma
revenue for the twelve months ended Sept. 30, 2007, approximated
$670 million.


FGX INT'L: Sept. 29 Balance Sheet Upside-Down by $78.04 Million
---------------------------------------------------------------
FGX International reported financial results for its third quarter
and first nine months ended Sept. 29, 2007.  These are the first
results released since FGX International went public on Oct. 24,
2007.

Highlights for the quarter include:

   -- net loss for the 2007 quarter was $18,000 compared
      to a net loss of $4.6 million in the quarter of the prior
      year;
    
   -- operating income increased 364% from $1.4 million in the
      third quarter of 2006 to $6.5 million in the current
      quarter;
    
   -- earnings before interest, taxes, depreciation and
      amortization increased 87% from $6 million in the third
      quarter of 2006 to $11.2 million in the third quarter of
      2007.

Highlights for the first nine months include:

   -- net income was $3.4 million in the first nine months of
      2007 versus a net loss of $8.9 million in the first nine
      months of 2006;
    
   -- excluding certain charges, adjusted net income was
      $4.5 million in the first nine months of 2007 versus a
      loss of $8.0 million, in the first nine months of 2006;
    
   -- operating income increased 118% from $9.4 million in the
      first nine months of 2006 to $20.5 million in the
      comparable period of 2007.
    
   -- EBITDA increased 48% from $23.2 million in the first nine
      months of 2006 to $34.4 million in the comparable period
      of 2007.

"We are pleased to report such strong growth in sales and earnings
in our first disclosure as a public company, Alec Taylor, chief
executive officer of FGXI stated.  "Our operating income and gross
margins increased significantly year over year, demonstrating a
disciplined approach to managing our business.  These results are
consistent with our expectations in what is traditionally our
lowest sales quarter of the year."

"We have seen continued strong growth trends in the reading
glasses and sunglasses markets, proving that our flagship
brands, Foster Grant (R) and Magnivision (R), are well recognized
by consumers," Mr. Taylor continued.

Capital expenditures for the nine months ended Sept. 29, 2007 were
$11.2 million compared to $6.4 million in the previous year, which
was due to the company's continued capital investment in store
displays to support incremental sales volume in 2007.

At Sept. 29, 2007, the company's balance sheet showed total assets
of $214.26 million, total liabilities of $292.3 million, resulting
to a shareholders' deficit of $78.04 million.

                    About FGX International

Headquartered in Smithfield, Rhode Island, FGX International
Holdings Limited (Nasdaq: FGXI) -- http://www.fgxi.com/-- is a  
designer and marketer of non-prescription reading glasses,
sunglasses and costume jewelry with a portfolio of established,
recognized eyewear brands including Foster Grant(R) and
Magnivision(R).

                         *     *     *

As reported in the Troubled Company Reporter on  Oct 10, 2007,
Standard & Poor's Ratings Services revised its ratings outlook on
optical accessories designer and marketer FGX International Inc.
to stable from negative.  At the same time, Standard & Poor's
affirmed its ratings on the company, including the 'B' corporate
credit rating.


FINANCIAL MEDIA: Kabani & Company Raises Going Concern Doubt                 
     
------------------------------------------------------------
Kabani & Company, Inc., expressed substantial doubt about the
ability of Financial Media Group, Inc., to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Aug. 31, 2007.  

The auditor reported that the company has accumulated deficit of
$9,672,076 as of Aug. 31, 2007 and has incurred net loss for the
year ended Aug. 31, 2007

Financial Media posted a net loss of $5,937,675 on $7,090,042 of
revenues for the year ended Aug. 31, 2007, as compared with a net
loss of $1,608,268 on $6,631,631 of net revenues in the prior
year.  

At Aug. 31, 2007, the company's balance sheet showed $4,049,371 in
total assets and $7,561,058 in total liabilities, resulting in
$3,511,687 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?264c

                        About Financial Media

Financial Media Group Inc. (OTC BB: FNGP.OB) --
http://www.financialmediagroupinc.com/-- is a diversified media  
and advertising company that owns and operates www.wallst.net, a
branded financial consumer gateway that provides in-depth,
original, multimedia editorial content, up-to-the-minute business
news, and comprehensive financial tools and data for investors.  
In addition to WallSt.net, Financial Media Group owns and
operates www.mywallst.net, the Web's first multimedia social
network for the global financial community, and 'The Wealth Expo,'
a leading producer of educational investor expositions that are
held across the United States.


FIRST NLC: Moody's Downgrades Ratings on Class M-9 Certs. to B3
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 4 tranches
from First NLC Trust Mortgage-Backed Certificates, Series 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: First NLC Trust Mortgage-Backed Certificates
        Series 2007-1

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


FORD MOTOR: Idles Light Truck Plants Two Weeks Ahead of Schedule
----------------------------------------------------------------
Ford Motor Company temporarily closes two light truck plants in
Dearborn, Michigan and Louisville, Kentucky on Monday, 14 days
earlier than their planned shuttering for the holidays, the
Associated Press reports.

The measure is a ploy to adjust supply of F-150 pickups and
Explorer sport utility vehicles to meet fluctuating demand,
according to AP citing company spokeswoman Anne Marie Gattari.

Sales of Ford's F-series pickups, AP relates, fell 11.7% to 46,568
in November 2007.

As reported in the Troubled Company Reporter on Dec. 7, 2007, Ford
disclosed that due to low November sales, Ford plans a 7% car
production decrease in the first quarter of 2008, expecting to
produce only 685,000 vehicles.

Analysts anticipate low annual sales in 2008, a drop in U.S. light
vehicle sales to 3% to 15.6 million units, a record low since
1998.

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

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

                          *     *     *

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


GREAT ATLANTIC: Moody's Confirms B3 Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service confirmed A&P's ratings, including its
corporate family rating at B3 and speculative grade liquidity
rating of SGL-3.  Moody's also assigned a B2 rating to the
company's new $370 million senior secured bridge loan, as well as
a prospective (P)Caa1 rating to a planned issue of senior
unsecured convertible bonds.  The outlook on all ratings is
stable.  This action concludes the review of A&P's ratings which
was initiated on March 5, 2007 following A&P's announcement of its
plan to acquire Pathmark Stores, Inc.

Ratings confirmed:

  -- Corporate family rating at B3;
  -- Probability of default rating at B3.
  -- Senior unsecured notes at Caa1 (LGD 5, 72%);
  -- Senior Unsecured Shelf at (P)Caa1 (LGD 5, 72%);
  -- Subordinated Shelf at (P)Caa2 (LGD 6, 97%);
  -- JR. Subordinated Shelf at (P)Caa2 (LGD 6, 97%);
  -- Preferred Shelf at (P)Caa2 (LGD6, 97%).

Ratings assigned:

  -- Senior secured bridge loan at B2 (LGD 3, 34%)
  -- Senior unsecured convertible bonds (P)Caa1 (LGD 5, 72%)

The confirmation was based upon the material size of the
transaction and the integration challenges that it will likely
face -- particularly given the relatively weak operating
performance both A&P and Pathmark have had over the recent past.  
Moody's has concluded that while the proposed synergies of $150
million may be achievable in a 12 to 18 month time frame, there is
little room for delays or disruptions that may arise in a merger
of this size.  Given the uneven performance of the two companies
on a stand alone basis, it is critical that the company achieve
the proposed synergies.  According to Ed Henderson, Senior Analyst
at Moody's, "The deal makes sense in terms of scale in the NY/PA
market place.  Adequate liquidity is provided by the new $675
million asset based credit facility.  Moody's need to see the
improved performance and be satisfied that it will not take
significant incremental investment to achieve the company's sales
and earnings goals".

A&P acquired Pathmark using cash on hand of $537 million, proceeds
from a $370 million senior secured bridge facility, and drawings
under a $675 million asset based revolving credit facility.  The
company plans to use proceeds from the convertible bonds to repay
the bridge loan.  If the convertibles bonds are not issued in a
timely manner, A&P's existing senior unsecured notes will be
downgraded to Caa2 from Caa1 and LGD rates adjusted.  This is due
to the larger proportion of secured debt that would remain in the
capital structure under that scenario which has a superior
position to this unsecured debt and hence reduces its recovery
values.

The Great Atlantic and Pacific Tea Company, headquartered in
Montvale, New Jersey, operates 455 stores since its acquisition of
Pathmark which are concentrated in the Northeastern U.S. with
particular concentration in the NY/NJ/PA markets.  Combined sales
for the last 12 months ending 9/07 were approximately $9.5
billion.


GREEN PASTURES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Green Pastures Christian Ministries, Inc.
        5455 Flat Shoals Parkway
        Decatur, GA 30034

Bankruptcy Case No.: 07-80905

Type of Business: The Debtor owns and runs a church.  See
                  http://www.greenpastures.org/

Chapter 11 Petition Date: December 11, 2007

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  1401 Peachtree Street, Suite 500
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


H&R BLOCK: 2nd Qtr. Net Loss Triples on Discontinued Operations
---------------------------------------------------------------
H&R Block Inc. incurred a net loss of $502.3 million for the
fiscal 2008 second quarter compared with a loss of $156.5 million
in the year-ago period.

According to the company, nearly all of the wider loss reflected
results in its discontinued subprime mortgage business.  The net
loss from discontinued operations was $366.2 million for the
fiscal 2008 second quarter, versus a loss of $35.5 million in
last year's period.

Continuing operations posted a net loss of $136.1 million for the
fiscal 2008 second quarter, versus a loss of $121.0 million in
the year-ago quarter.  The company normally reports an operating
loss for its fiscal first and second quarters due to seasonality
in Tax Services and Business Services.

Revenues from continuing operations for the fiscal 2008 second
quarter ended Oct. 31 rose 10 percent to $434.8 million from
$396.1 million in the prior-year period, reflecting increased
revenues in all three of the company's ongoing business segments.
Higher revenues were more than offset by higher operating costs.

The company's consolidated balance sheet at Oct. 31, 2007, showed
total assets of $7,106,771,000, total liabilities of
$6,562,491,000, and total stockholders' equity of $544,280,000.

                          Cerberus Deal

On Dec. 4, H&R Block had agreed to terminate a purchase agreement
it entered into in April 2007 under which an affiliate of Cerberus
Capital Management, L.P. would have acquired Option One Mortgage
Corporation, a wholly owned subsidiary of H&R Block.

At that time, the company also said that it will close all
origination activities of OOMC and pursue the sale of the loan
servicing business.

The company said it worked aggressively to reduce OOMC's mortgage
exposure.  After beginning the quarter with $2.3 billion of total
loans on- and off-balance sheet and originating $721 million in
loans during the second quarter (including more than $594 million
in August 2007), the company sold or wrote down loans to a
remaining total of $113 million, net of reserves, at Oct. 31.  
Reserves for potential losses on repurchases of loans previously
sold totaled $86 million at Oct. 31.

Commenting on the results, Richard C. Breeden, chairman of H&R
Block, said, "We continue to move resolutely to end our
participation in the subprime mortgage business.  We have
completed $3 billion of whole loan sales since Aug. 1 of this
year.  While we incurred a painful loss in exiting these
positions, we determined to take our lumps and move forward."

                        Six Months Results

For the six months ended Oct. 31, 2007, H&R Block reported a net
loss of $804.9 million compared with a loss of $287.8 million for
the same period of fiscal 2007.  Six-month revenues were $816.0
million in fiscal 2008 versus $738.9 million in the prior year.  
Discontinued operations in the first half of fiscal 2008 recorded
a loss of $558.9 million compared with a loss of $49.0 million.

                       Fiscal 2008 Outlook

"For more than 50 years H&R Block has helped prepare and file
nearly 500 million tax returns.  We have earned a position of
trust with millions of Americans, and we are excited to return to
our roots with renewed focus on maximizing our considerable
strengths in the tax business," said Mr. Breeden.

The company reaffirmed its earnings guidance for fiscal 2008 of
$1.30 to $1.45 per share from continuing operations.  However,
given that the company expects to incur incremental borrowing
costs, it believes earnings will be toward the lower end of the
guidance range.

According to the company, no adjustment to the estimate has been
made for the uncertain impact of Congressional action on the
alternative minimum tax.  Under most scenarios, the company said
it does not expect a significant impact on overall returns and
earnings, although the AMT action could affect the timing of those
returns.

"H&R Block is well-positioned in each of its ongoing businesses as
we move into the key second half of our fiscal year," said Alan M.
Bennett, interim chief executive officer.  "Tax Services is geared
up for a solid tax season, and we expect increased profits from
both our Consumer Financial Services and Business Services
segments."

Though the company has substantially reduced mortgage loans held
for sale and ceased originations, results for the discontinued
mortgage operations will be affected by the additional
restructuring expense and potentially by the impact of industry
uncertainties on remaining operations.  These remaining loan-
servicing activities, assuming that increases in servicing
advances are financed, are expected to be cash flow positive.

Mr. Bennett added, "We are now undertaking a review of all
expenses at H&R Block to realign our cost structure with what will
be a smaller company post Option One, and to ensure that all of
our businesses are positioned in the marketplace with competitive
costs and the ability to earn a fair return on investment.  We
also need to instill improved cost discipline and a healthy cost
culture, which are characteristics of high-performance companies."

                         About H&R Block

Headquartered in Kansas City, Mo., H&R Block Inc. (NYSE: HRB)
-- http://www.hrblock.com/-- provides tax, financial, and  
accounting and business consulting services and products.  Since
1955, the company has prepared more than 400 million tax returns.  

The company has continuing operations in three principal business
segments: Tax Services (income tax return preparation and related
services and products via in-office, online and software
solutions); Business Services (accounting, tax and business
consulting services primarily for midsized companies); and
Consumer Financial Services (brokerage services, investment
planning and related financial advice along with full-service
consumer banking).  H&R Block markets its continuing services and
products under two leading brands - H&R Block and RSM McGladrey.


H&R BLOCK: Delays Form 10-Q Filing on Pending Option One Review
---------------------------------------------------------------
H&R Block Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it cannot file its Form
10-Q for the quarter ended Oct. 31, 2007 within the initial 40 day
required period.

In its Form 12b-25 filing, the company reported that Deloitte &
Touche LLP was engaged as its independent registered public
accounting firm on Oct. 15, 2007.  

According to H&R Block, in light of the engagement of D&T at such
a late stage during the fiscal quarter ending Oct. 31, 2007, and
the time required for D&T to complete its transition work, D&T and
the company have not been able to complete the work prior to the
initial filing deadline.

The company also said that D&T has not completed its review of the
timing of recognition of mortgage loan sales by Option One
Mortgage Corporation to loan warehouse trusts.  The sales occurred
principally in prior years and in the first quarter of the current
fiscal year and relate entirely to the company's discontinued
mortgage operations.  The company does not believe that the matter
will have a material impact on reported earnings for the quarter
ended Oct. 31, 2007, or on its ending balance sheet as of such
date.

The company expects that it will be able to file its Form 10-Q no
later than Friday, Dec. 14, 2007, although its ability to do so
depends on D&T completing its review prior to such time.

The company has postponed its analyst call previously scheduled
for Dec. 11 at 8 a.m.. EST until a time to be announced following
filing its Form 10-Q.

                         About H&R Block

Headquartered in Kansas City, Mo., H&R Block Inc. (NYSE: HRB)
-- http://www.hrblock.com/-- provides tax, financial, and  
accounting and business consulting services and products.  Since
1955, the company has prepared more than 400 million tax returns.  

The company has continuing operations in three principal business
segments: Tax Services (income tax return preparation and related
services and products via in-office, online and software
solutions); Business Services (accounting, tax and business
consulting services primarily for midsized companies); and
Consumer Financial Services (brokerage services, investment
planning and related financial advice along with full-service
consumer banking).  H&R Block markets its continuing services and
products under two leading brands - H&R Block and RSM McGladrey.


HARRAH'S ENT: Gets La. & Iowa Regulators Okay on Apollo/TPG deal
----------------------------------------------------------------
Harrah's Entertainment Inc. received approval from the Louisiana
Gaming Control Board and the Iowa Racing and Gaming Commission for
the proposed acquisition of Harrah's by affiliates of Apollo
Management, L.P. and TPG Capital.

The transaction remains subject to approval by other
jurisdictions in which Harrah's subsidiaries operate and other
conditions to closing set forth in the agreement and plan of
merger entered into on Dec. 19, 2006.  Harrah's expects the
transaction to close in early 2008.

                 About Apollo Management L.P.

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

                        About TPG Capital

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

                  About Harrah's Entertainment

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

                          *     *     *

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


HOLOGIC INC: S&P Holds 'BB-' Rating and Revises Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Hologic Inc. to positive from stable.  S&P have also affirmed the
'BB-' corporate credit rating on the company.
     
At the same time, Standard & Poor's raised its issue-level rating
on Hologic's senior secured credit facilities to 'BB+' from 'BB'.  
S&P removed this rating from CreditWatch, where it was placed with
positive implications July 2, 2007, in light of the possible
replacement of a portion of the secured facility with unsecured
borrowings.  The recovery rating on this secured debt was revised
to '1', indicating the expectation for very high (90%-100%)
recovery in the event of a payment default, from '2'.  The senior
secured credit facilities consist of a $600 million term loan A
facility, a $500 million term loan B facility, a $1.25 billion
term loan X facility, and a $200 million revolving credit
facility.  After the refinancing, the term loan A will be reduced
to $360 million and the term loan B to $150 million.  The term
loan X will be fully repaid and its
rating withdrawn.
      
"The outlook revision to positive reflects the improved cash flow
and more rapid debt repayment provided by the convertible
financing," said Standard & Poor's credit analyst David Lugg.


HOME EQUITY: Moody's Cuts Rating on Two Certificates  to B1
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 7 tranches
from Home Equity Loan Asset-Backed Certificates, Series 2007-FRE1.  
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: Home Equity Loan Asset-Backed Certificates,
        Series 2007-FRE1

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


INDYMAC HOME: Moody's Lowers Rating on 12 Tranches
--------------------------------------------------
Moody's Investors Service has downgraded the ratings of 12
tranches from 2 deals issued by IndyMac Home Equity Mortgage Loan
Asset-Backed Trust in 2007.  Additionally, one 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: IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
        Series INABS 2007-A

  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. M-7, Downgraded to Ba1, previously Baa1,
  -- Cl. M-8, Downgraded to Ba2, previously Baa1,
  -- Cl. M-9, Downgraded to B1, previously Baa2,
  -- Cl. M-10, Downgraded to Caa2, previously Ba1,
  -- Cl. M-11, Downgraded to C, previously Ba2.

Issuer: Home Equity Mortgage Loan Asset-Backed Trust,
        Series INABS 2007-B

  -- Cl. M-6, Downgraded to A3, previously A2,
  -- Cl. M-7, Downgraded to Baa3, previously A3,
  -- Cl. M-8, Downgraded to Ba2, previously Baa1,
  -- Cl. M-9, Downgraded to B1, previously Baa2,
  -- Cl. M-10, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,
  -- Cl. M-11, Downgraded to Ca, previously Ba2.


INPHOHIC INC: Committee Prefers Liquidation Over Versa BuyOut
-------------------------------------------------------------
The Official Committee of Unsecured Creditors ask the U.S.
Bankruptcy Court for the District of Delaware to dismiss the
chapter 11 case of InPhonic Inc. and its debtor-affiliates or, in
the alternative, convert the case to a proceeding under chapter 7.

As reported in the Troubled Company Reporter on Nov. 12, 2007,
InPhonic filed a voluntary chapter 11 petition in Delaware to
implement an agreement selling substantially all of its assets to
an affiliate of Versa Capital Management.  The company expected
that shares of its common stock will have no value as a result of
the chapter 11 filing.

The Committee told the Court Monday that they prefer the
liquidation of the company than be sold to Versa under a "farce"
sale deal.  The Committee contested that Versa's offer to buy
InPhonic's $90 million bank loan for an undisclosed price will bar
interested parties to bid on the company for cash.

The Debtors' cases, the Committee said, were filed at the sole
benefit and insistence of Adeptio INPC Funding LLC, the
acquisition vehicle set up by Versa.

The Committee also asked the Court to delay the sale hearing
currently scheduled for today, Dec. 13, 2007, for thirty days and
the Committee investigation period, which ended Tuesday, extended
for thirty days.

The Committee related that Adeptio and the Debtors were
uncooperative in the Committee's investigation by either providing
information and responsive documents just few days prior to
investigation and the sale hearing or providing insufficient
information needed in the investigation.

According to the Committee, the Debtors and Adeptio "cannot force
an expedited sale and investigation period upon their unsecured
creditors, while at the same time stonewalling the Committee's
efforts to obtain information" needed in the investigation.

The Court has recognized investigation, the Committee reminded the
Court, as greatly dependent on "Adeptio's cooperation in providing
documents and information to a [C]ommittee."

                      Nothing Sinister

Meanwhile, Versa explained there is "nothing sinister" in its
acquisition plan since it is the Debtors' largest secured
creditor, the Associated Press says, citing court filings.

Versa added that it is the only company ready to save the Debtors
and that it has the right to use bankruptcy rules to maximize the
recovery of its secured claims, AP adds.

                      About InPhonic Inc.

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., at DLA Piper US LLP is the
Debtors' bankruptcy counsel.  Mary E. Augustine, Esq., and Neil B.
Glassman, Esq., at The Bayard Firm, in Wilmington, Delaware, is
the Debtors' co-counsel.  Kurt F. Gwynne, Esq., Robert P. Simons,
Esq., and Claudia Z. Springer, Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  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: Nasdaq Completes Delisting of Shares
--------------------------------------------------
The NASDAQ Stock Market has completed the delisting of InPhonic
Inc.'s stock upon filing a Form 25 with the Securities and
Exchange Commission Wednesday, Dec. 12, 2007.

InPhonic's stock has not been traded on NASDAQ since it was
suspended on Nov. 20, 2007.

The delisting will be effective ten days after the filing of Form
25.

Interested parties may review the company's public filings or
contact the company directly for news and additional information
about the company, including the basis for the delisting and
whether the company's securities are trading on another venue.

                        About InPhonic Inc.

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., at DLA Piper US LLP is the
Debtors' bankruptcy counsel.  Mary E. Augustine, Esq., and Neil B.
Glassman, Esq., at The Bayard Firm, in Wilmington, Delaware, is
the Debtors' co-counsel.  Kurt F. Gwynne, Esq., Robert P. Simons,
Esq., and Claudia Z. Springer, Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed from protection from their creditors, they listed total
assets of $120,916,991 and total debts of $179,402,834.


INVERNESS MEDICAL: Inks Deal to Buy BBI Holdings' Share Capital
---------------------------------------------------------------
Inverness Medical Innovations and BBI Holdings Plc have
reached agreement on a proposal for Inverness to acquire all of
BBI's outstanding share capital.  

The acquisition is expected to be implemented by way of a Court
approved scheme of arrangement under Section 425 of the UK
Companies Act, whereby BBI would become a wholly-owned subsidiary
of IMI.

Under the scheme of arrangement, Inverness would offer BBI
shareholders 195 pence or approximately $3.95 per ordinary share,
payable in IMI stock, with an option to select a cash alternative
at 185 pence or approximately $3.75 per share.  The acquisition is
conditioned on court approval of the scheme
and a favorable vote by BBI shareholders.

Of the total 42,917,735 issued and outstanding BBI shares,
5,208,333 shares are already held by a subsidiary of Inverness. In
addition, BBI employees also have options to purchase 5,303,349
shares.  Inverness intends to offer each option holder the
opportunity to exchange his or her existing BBI options for a new
IMI option with the equivalent market value.

"We are pleased to propose that BBI join the Inverness family of
companies,' Ron Zwanziger, CEO of Inverness, said.  "We have had a
long and positive relationship with BBI, and Inverness strongly
believes that their capabilities in developing novel
lateral flow based rapid diagnostic products and in developing and
manufacturing high performance reagents and biological materials
for use in those products would greatly complement our existing
business."

"Teaming up with Inverness represents a great opportunity for BBI
to expand its activities much more rapidly than it could as an
independent company, and we are delighted that our past close
working relationships have now culminated in the proposal
for BBI to become part of Inverness," David Evans, Chairman of
BBI, added.

Inverness is represented by Wragge&Co in London and Foley Hoag in
Boston.  Inverness also retained IDJ International as financial
advisor.

BBI is represented by Berry Smith located in Cardiff and has
retained Cenkos Securities as its financial advisor.

                     About BBI Holdings Plc

Located in the United Kingdom, BBI Holdings Plc (LON:BBI) --
http://www.bbigold.com/-- specializes in the development and  
manufacture of non-invasive lateral flow tests, or in IVD, and has
achieved a reputation for manufacturing superior quality gold
reagents.  

                    About Inverness Medical

Based in Waltham, Massachusetts, Inverness Medical Innovations
Inc. (AMEX: IMA) -- http://www.invernessmedical.com/-- develops,  
manufactures and markets in vitro diagnostic products for the
over-the-counter pregnancy and fertility/ovulation test market and
the professional rapid diagnostic test markets.

                          *     *     *

Moody's placed Inverness Medical's subordinated debt rating at
'Caa1' as well as the company's long term corporate family and
probability of default ratings at 'B2' in June 2007.  The ratings
still hold to date with a stable outlook.


ITC^DELTACOM: Board Sets Dec. 17 as Rights Offering Record Date
---------------------------------------------------------------
ITC^DeltaCom Inc.'s board of directors has set Dec. 17, 2007, at
the close of business as the record date for its rights offering.  
The company intends to distribute at no charge to each shareholder
1.167 non-transferable rights, subject to adjustment, for each
share of common stock owned by such
shareholder on the record date.

Each right issued to shareholders will entitle the holder to
purchase one share of the company's common stock at a purchase
price of $3.03 per share.  The exact number of rights to be issued
to each shareholder may be adjusted from 1.167 per share based
upon the number of outstanding shares held by persons eligible to
participate in the rights offering as of the
record date.

Certain shareholders have agreed that they will not participate in
the rights offering.  No more than 13,604,455 shares of the
company's common stock will be issued and sold in the rights
offering.

A copy of the company's prospectus relating to the rights offering
and additional materials are expected to be mailed on or about the
last week of December to shareholders of the company as of the
record date.

The rights offering is expected to conclude 20 business days
thereafter.  Shareholders who hold their shares through a broker
or other nominee will receive the rights materials from their
broker or other nominee.

                   About ITC^DeltaCom Inc.

Headquartered in Huntsville, Alabama, ITC^DeltaCom Inc. (OTC BB:
ITCD.OB) -- http://www.deltacom.com/-- provides, through its  
operating subsidiaries, integrated telecommunications and
technology services to businesses and consumers in the
southeastern United States.  ITC^DeltaCom has a fiber optic
network spanning approximately 15,800 route miles, including more
than 11,800 route miles of owned fiber, and offers a comprehensive
suite of voice and data communications services, including local,
long distance, broadband data communications, Internet
connectivity, and customer premise equipment to end-user
customers.

                         *     *     *

Moody's Investor Service placed ITC^DeltaCom's long term corporate
family and probability of default ratings at 'B3' in July 2007.  
The ratings still hold to date with a stable outlook.


JACUZZI BRANDS: Housing Downturns Cue S&P's Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Chino,
California-based Jacuzzi Brands Corp. to negative from stable.  At
the same time, S&P affirmed all ratings on the company, including
the 'B' corporate credit rating.
     
"The outlook revision reflects our increasing concerns about the
length and severity of the current U.S. housing downturn and its
impact on discretionary spending for Jacuzzi's bath and spa
products," said Standard & Poor's credit analyst Thomas Nadramia.  
"We believe Jacuzzi will continue to be challenged in 2008 because
of the depressed U.S. housing market."
     
Revenues, operating profit, and EBITDA in 2007 have been less than
amounts originally projected when Apollo Management L.P. acquired
the company in February 2007.
     
"We attribute this decline to the steep drop in U.S. residential
construction.  We estimate that about 20% of the company's U.S.
sales, or about 10% of Jacuzzi's total revenues, are directly
correlated to U.S. housing starts," Mr. Nadramia said.  "We could
lower Jacuzzi's ratings if the company's
sales and EBITDA deteriorate further and restructuring efforts
fail to return credit measures to levels more appropriate for the
current rating.  We could revise the outlook to stable if the
company achieves its restructuring goals and reverses recent sales
and margin deterioration."


JEWELRY 47: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jewelry 47 Inc.
        19 West 45th Street, Suite 401
        New York, NY 10036

Bankruptcy Case No.: 07-13908

Chapter 11 Petition Date: December 11, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Vincent M. Lentini, Esq.
                  600 Old Country Road, Suite 202
                  Garden City, NY 11530
                  Tel: (516) 228-3214
                  Fax: (516) 228-4232

Estimated Assets: $100,000 to $1 million

Estimated Debts:  $1 million to $100 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Devi Diamonds Inc.             $201,134
10 W. 46th Street
New York, NY 10036

Nadmar Inc.                    $144,130
580 Fifth Avenue, Ste. 930
New York, NY 10036

J&R Islmaili Gem                $72,000
10 W. 47th Street, Ste. 403A
New York, NY 10036

Nexsen Pruet LLC                $58,350

Raj Diamon Inc.                 $57,748

Marsani Jewelry                 $52,000

Zikri Eli Usa Inc. Inc.         $46,500

Gideon Inc.                     $40,709

Benny Askenazi                  $36,827

Tilis & Lake                    $34,300

Belgium Diamonds                $31,400

California Diamonds             $25,059

Yakubov                         $23,885

A. Moscowitz                    $23,615

Metro Property & Casuakty Ins   $21,825

Everrest Star Inc.              $16,026

EDI                             $15,321

AA Diamonds                     $13,218

JP Morgan Chase                 $11,016   


JOHNSON RUBBER: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Johnson Rubber Company, Inc.
        16025 Johnson Street
        Middlefield, OH 44062

Bankruptcy Case No.: 07-19391

Type of Business: The Debtor designs, develops and manufactures
                  polymer components.
                  see. http://www.johnsonrubber.com/

Chapter 11 Petition Date: December 11, 2007

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: William I Kohn, Esq.
                  Benesch Friedlander Coplan & Aronoff LLP
                  2300 BP Tower
                  200 Public Square
                  Cleveland, OH 44114-2378
                  Tel: (216) 363-4500
                  Fax: (216) 363-4588
                  http://www.bfca.com/

Total Assets: $15,346,607

Total Debts:  $19,869,931

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Columbian Chemicals            $159,103
P.O. Box 75339
Charlotte, NC 28275
Tel: (800) 325-9701

ISP Elastormers                $139,102
88286 Expidte Way
Chicago, IL 60695-0001
Tel: (800) 321-9001

Fabriweld Corporation          $111,635
360 East Park Drive
Norwalk, OH 44857
Tel: (419) 668-3358

M F Cachat Company             $106,800

E. C. Morris Corp.             $106,662

Patrick Myers                  $100,000

Con-Way Services Inc.           $94,577

Johnsonite                      $87,731

Gold Key Processing             $82,141

Kecy Products Inc.              $73,056

Ryan Alternative Staffing       $62,201   


JP MORGAN: Moody's Cuts Rating on Class M10 Trust to Ba2 from Ba1
-----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 3 tranches
from 2 deals issued by J.P. Morgan Mortgage Acquisition Trust in
2007.  The collateral backing these classes consists of primarily
first lien, fixed and adjustable-rate, subprime mortgage loans.

In its analysis, Moody's has combined its published methodology
updates as of July 13, 2007 to the non delinquent portion of the
transactions.  Collateral backing these transactions is also
experiencing higher than anticipated rates of delinquency,
foreclosure, and REO relative to credit enhancement levels.

Complete list of Rating Actions:

Issuer: J.P. Morgan Mortgage Acquisition Trust 2007-CH3, Asset-
Backed Pass-Through Certificates, Series 2007-CH3

  -- Cl. M-9, Downgraded to Ba1, previously Baa3.

Issuer: J.P. Morgan Mortgage Acquisition Trust 2007-CH4, Asset-
Backed Pass-Through Certificates, Series 2007-CH4

  -- Cl. M9, Downgraded to Ba1, previously Baa3,
  -- Cl. M10, Downgraded to Ba2, previously Ba1.


JP MORGAN: Moody's Holds Ba2 Rating on Class K Certificates
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of J.P. Morgan
Chase Commercial Mortgage Trust 2006-LDP6, Commercial Pass-Through
Certificates, Series 2006-LDP6 as:

  -- Class A-1, $48,826,341, affirmed at Aaa
  -- Class A-1A, $204,214,321, affirmed at Aaa
  -- Class A-2, $155,873,000, affirmed at Aaa
  -- Class A-3B, $100,000,000, affirmed at Aaa
  -- Class A-3FL, $55,733,000, affirmed at Aaa
  -- Class A-4, $819,310,000, affirmed at Aaa
  -- Class A-J, $163,333,000, affirmed at Aaa
  -- Class A-M, $214,208,000, affirmed at Aaa
  -- Class A-SB, $103,671,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $48,197,000, affirmed at Aa2
  -- Class C, $18,743,000, affirmed at Aa3
  -- Class D, $34,808,000, affirmed at A2
  -- Class E, $21,421,000, affirmed at A3
  -- Class F, $29,454,000, affirmed at Baa1
  -- Class G, $21,421,000, affirmed at Baa2
  -- Class H, $21,420,000, affirmed at Baa3
  -- Class J, $10,711,000, affirmed at Ba1
  -- Class K, $10,710,000, affirmed at Ba2
  -- Class L, $5,355,000, affirmed at Ba3

As of the Nov. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by less than 1.0% to
$2.13 billion from $2.14 billion at securitization.  The
Certificates are collateralized by 163 loans, ranging in size from
less than 1.0% to 11.3% of the pool, with the top 10 loans
representing 44.4% of the pool.  The pool includes five shadow
rated loans comprising 14.5% of the current outstanding balance.  
The pool has not experienced any losses to date and currently
there are no loans in special servicing. Seventeen loans,
representing 16.6% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 and partial-year 2007
operating results for 93.0% and 65.0%, respectively, of the pool.  
Moody's weighted average loan to value ratio for the conduit
component is 104.3%, essentially the same as at securitization,
resulting in the affirmation of all classes.

The largest shadow rated loan is the Smith Haven Mall ($180.0
million -- 8.5%), which is secured by the borrower's interest in a
1.1 million square foot regional mall located in Lake Grove, New
York.  The center is anchored by Macy's, Sears and J.C. Penney.  
As of June 2007 the inline space was 86.0% occupied, essentially
the same as at securitization.  Moody's current shadow rating is
Aa2, the same as at securitization.

The second shadow rated loan is the CenterPoint II Portfolio Loan
($67.4 million -- 3.2%), which represents a pari passu interest in
a first mortgage loan totaling $70.4 million.  The loan is secured
by 19 industrial properties totaling 4.0 million square feet.  The
properties are located in Illinois (14) and Wisconsin (5).  Four
properties have been released since securitization.  The portfolio
was 100.0% occupied as of August 2007, compared to 89.6% at
securitization.  Moody's current shadow rating is Aa3, the same as
at securitization.

The remaining three shadow rated loans comprise 2.9% of the pool.  
The 215 Park Avenue South Loan ($38.0 million -- 1.8%), which is
secured by a 311,000 square foot office building in New York City,
is currently shadow rated Baa3, the same as at securitization.  
The Gainey Suites Hotel ($12.5 million -- 0.6%), which is secured
by a 162 room hotel located in Scottsdale, Arizona, is currently
shadow rated Baa2, compared to Baa3 at securitization.  The
upgrade in the shadow rating is due to improved REVPar since
securitization.  The 10 Stanton Loan ($10.5 million -- 0.5%),
which is secured by a 146 unit multifamily property in New York
City, is currently shadow rated Aaa, the same as at
securitization.

The top three conduit loans represent 20.5% of the pool.  The
largest loan is the Centro Portfolio Loan ($240.0 million --
11.3%), which is secured by 12 retail properties totaling 2.6
million square feet.  The properties are located in five states,
with the largest concentrations in Pennsylvania (5) and New Jersey
(3).  The portfolio was 97.1% occupied as of June 2007, compared
to 96.6% at securitization.  Moody's LTV is 104.2%, the same as at
securitization.

The second largest conduit loan is the Gap Building Loan ($107.5
million -- 5.0%), which is secured by a 273,000 square foot office
building located in San Francisco, California.  The property is
100.0% leased to The Gap, Inc., through 2017.  Moody's LTV is
98.4%, the same as at securitization.

The third largest conduit loan is the Valley Mall Loan ($90.0
million -- 4.2%), which is secured by a 903,000 square foot retail
center located in Haggerstown, Maryland.  The center is anchored
by J.C. Penney, Sears, Bon Ton and Macy's.  The in-line space is
95.4% occupied, compared to 96.8% at  securitization.  Moody's LTV
is 99.9%, the same as at securitization.


KAMP RE: S&P Puts Default Rating on $190MM Floating-Rate Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its 'CC' senior secured
debt rating on KAMP RE 2005 Ltd.'s $190 million floating-rate
principal-at-risk notes to 'D'.  The rating had been on
CreditWatch with negative implications.
     
On Nov. 5, 2007, Standard & Poor's said that it had received a
copy of a proof-of-claim notice from the administrator for KAMP RE
2005 Ltd.  "This claim put the ultimate net losses associated with
Hurricane Katrina in excess of the transaction's $1 billion
trigger amount," explained Standard & Poor's credit analyst Gary
Martucci.  "KPMG Cayman Islands, the claims-review agent, has
verified that the paid losses incurred by the cedent are in excess
of the transactions trigger amount of $1 billion."
     
On Dec. 14, 2007, the outstanding principal amount of the notes
will be reduced by $29,739,094.44, and the remaining unpaid
balance will be $160,260,905.56.  S&P expect that the principal
reductions will continue and that there will be a full loss of
principal.  The initial maturity date of the notes was Dec. 14,
2007, but it has been extended to Jan. 14, 2008, and can be
extended monthly for an additional 35 months.  The extension
period will allow the actual losses paid by the cedent, Zurich
American Insurance Co., to be settled and passed through to KAMP
RE 2005 Ltd.


LAM RESEARCH: S&P Says Rarings Remain on Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that 'BB-' corporate
credit rating on Lam Research Corp. remain on CreditWatch, where
it was placed with negative implications on Aug. 27, 2007,
following the company's announcement that it intends to acquire
the SEZ Group for about $447 million net in cash, expected to
close in the March 2008 quarter.  Zurich, Switzerland-based SEZ is
a major supplier of wafer cleaning equipment for the semiconductor
industry.  SEZ expects revenues of about $293 million for 2007.  
The wafer cleaning market is adjacent to Lam's core etching market
segment, and both companies have leading positions in their
respective segments.
     
The rating initially was placed on CreditWatch following the
company's announcement that it would be unable to timely file its
2007 form 10-K.  The delay has been caused by a review of the
company's historical stock option practices.
     
While it is too early to assess the outcome of the investigations,
Lam's liquidity (pro forma unrestricted cash and investments
totaled about $650 million at March 25, 2007) should cushion the
downside risk to the rating.  The company's outstanding $250
million debt is secured 110% by restricted cash.
      
"The CreditWatch listing reflects uncertainties regarding the
outcome of the stock option review," said Standard & Poor's credit
analyst Lucy Patricola.  S&P will monitor the review to assess
whether any potential material restatements, further
investigation, or additional involvement of the SEC or other
judicial authorities has an impact on the rating.

Rating List

Lam Research Corp.

Rating Remains On CreditWatch

  Corporate credit rating       BB-/Watch Neg/--


LB-UBS COMMERCIAL: S&P Holds Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 25
classes of commercial mortgage pass-through certificates from
LB-UBS Commercial Mortgage Trust 2004-C7.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Nov. 19, 2007, remittance report, the trust collateral
consisted of 90 mortgage loans with an outstanding principal
balance of $1.35 billion, compared with a balance of $1.42 billion
and the same number of loans at issuance.

Excluding the $322.6 million (24%) of collateral in the pool that
was defeased, the master servicer, Wachovia Bank N.A., reported
financial information for 100% of the nondefeased loans in the
pool.  Ninety-eight percent of the servicer-reported information
was full-year 2006 data.  Based on this information, Standard &
Poor's calculated a weighted average debt service coverage of
1.73x, up from 1.61x at issuance.  Although all of the loans are
current, one loan ($2.6 million) is with the special servicer,
CWCapital Asset Management and is discussed below.  The trust has
experienced no losses to date.
     
The top 10 exposures secured by real estate have an aggregate
principal balance of $640.6 million (47%) and a weighted average
DSC of 1.83x, up from 1.78x at issuance.  One of the top 10
exposures is on the master servicer's watchlist and is discussed
below.  Although the seventh-largest exposure, the
Guam Multifamily portfolio ($22.7 million, 2%), is not on the
watchlist, the master servicer reported a weighted average DSC of
1.19x as of year-end 2006, attributable to a decrease in occupancy
to 81% as of March 2007 from 87% at issuance.  The loan is secured
by 12 multifamily apartment complexes totaling
507 units and one 54,400-sq.-ft. retail center in Guam.  Standard
& Poor's reviewed the property inspection reports provided by
Wachovia for the assets underlying the top 10 exposures, and all
were reported to be in "good" condition.
     
Three of the top 10 exposures and four additional exposures
exhibited credit characteristics consistent with those of
investment-grade obligations at issuance and continue to do so.
Details of the three largest exposures are:

     -- The second-largest exposure in the pool, Westfield
        Shoppingtown Mission Valley ($150.0 million, 11%), is
        secured by 474,100 sq. ft. of a 1.4 million-sq.-ft.
        regional mall and 180,000 sq. ft. of an adjacent
        214,900-sq.-ft. power center in San Diego, California.           
        Wachovia reported a DSC of 2.66x for year-end 2006 and
        98% occupancy as of June 2007.  Standard & Poor's
        underwritten net cash flow is similar to its level at
        issuance.

     -- The third-largest exposure, Montgomery Mall
        ($91.1 million, 7%), is secured by 558,900 sq. ft. of a
        1.1 million-sq.-ft. super-regional mall in Montgomery
        Township, Pennsylvania.  The master servicer reported a
        DSC of 2.01x as of year-end 2006 and 91% occupancy as
        of September 2007.  Standard & Poor's underwritten NCF
        is comparable to its level at issuance.

     -- The fourth-largest exposure, World Apparel Center, has
        a trust balance of $72.7 million (5%) and a whole-loan
        balance of $218.1 million.  The pari passu loan is
        secured by a 1.2 million-sq.-ft. office property in
        Manhattan.  For the year ended Dec. 31, 2006, DSC was
        2.18x and occupancy was 93%.  Standard & Poor's
        adjusted NCF is down 8% from its level at issuance.

The sole asset with the special servicer, 3700 Santa Fe Avenue, is
a 31,000-sq.-ft office building in Long Beach, California, which
is encumbered by a $2.6 million loan that is current.  The loan
was transferred to CWCapital in June 2007 because it was sold and
transferred twice without the lender's consent.  The loan has
since been corrected and returned to the master servicer in mid-
November 2007.  Wachovia reported a DSC of 0.96x as of May 2007
and 67% occupancy as of Dec. 2006.
     
Wachovia reported a watchlist of 14 loans totaling $89.7 million
(7%).  The sixth-largest exposure, North Dekalb Mall ($27.7
million, 2%), is secured by 432,000 sq. ft. of a 628,700-sq.-ft.
retail mall in Decatur, Georgia.  The loan
appears on the watchlist due to a low reported DSC of 0.89x as of
the nine months ended Sept. 30, 2007.  Occupancy was 95% as of
November 2007.  The remaining loans are on the watchlist due to
low DSCs and low occupancies.  
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those on the watchlist or
otherwise considered credit impaired.  The resultant credit
enhancement levels adequately support the affirmed ratings.

                       Ratings Affirmed
    
            LB-UBS Commercial Mortgage Trust 2004-C7
         Commercial mortgage pass-through certificates

            Class        Rating    Credit enhancement
            -----        ------     ----------------
            A-1          AAA             11.40%
            A-2          AAA             11.40%
            A-3          AAA             11.40%
            A-4          AAA             11.40%
            A-5          AAA             11.40%
            A-6          AAA             11.40%
            A-1A         AAA             11.40%
            B            AA+             10.61%
            C            AA               9.57%
            D            AA-              8.39%
            E            A+               7.47%
            F            A                6.42%
            G            A-               5.50%
            H            BBB+             4.59%
            J            BBB              3.93%
            K            BBB-             2.62%
            L            BB+              2.36%
            M            BB               1.97%
            N            BB-              1.70%
            P            B+               1.57%
            Q            B                1.31%
            S            B-               1.05%
            X-CL         AAA               N/A
            X-CP         AAA               N/A
            X-OL         AAA               N/A


                      N/A - Not applicable.


LEGENDS GAMING: Moody's Rates $160 Mil. Sr. Secured Notes at B1
---------------------------------------------------------------
Moody's Investors Service assigned a B1 (LGD-3, 41%) to Legends
Gaming, LLC's $160 million senior secured notes due September 2012
and a Caa1 (LGD-5, 89%) to the company's $60 million senior
secured subordinated notes due December 2012.  The company's B2
corporate family rating and B2 probability of default rating were
affirmed.  The company's rating outlook was revised to negative
from stable.

Proceeds from the new $160 million senior secured notes and $60
million senior secured subordinated notes will be used to
refinance Legends' revolver balance of $9.3 million,
$137.1 million outstanding on the B1 (LGD-3, 35%) first lien term
loan, $65.0 million outstanding on the Caa1 (LGD-5, 88%) second
lien term loan and pay associated call premiums and fees.  Ratings
on the existing debt will be withdrawn once the new financing
transaction closes.

The affirmation considers the increased financial flexibility
afforded by the proposed refinancing, and takes into account that
despite the delayed transaction closing, higher than expected
renovation requirement, and construction disruption, debt/EBITDA,
at 6.4 times for the twelve-month period ended Sep. 30, 2007,
continues to map within the 'B' indicated rating category.  The B2
rating also takes into account that Legends' operates in Bossier
City, Louisiana and Vicksburg, Mississippi, two long-established
markets that have grown on a year-to-date basis.  Key credit
concerns include the company's high leverage, relatively small
size, limited diversification and the expected increase in overall
interest expense related to the company's proposed refinancing

The negative rating outlook acknowledges, that while the company's
leverage currently still maps to the 'B' indicated rating
category, between 5.0 and 7.0x as defined by Moody's Global Gaming
rating methodology, it is at the higher end of that range, and
greater than what was initially expected when ratings were
originally assigned in July 2006.  Legends' ratings could be
lowered if the company's recently completed renovation capital
expenditures do not exhibit a favorable return through the first
half of 2008 and it appears Debt/EBITDA will not improve below
6.0x within the next 2 years.

Moody's previous rating action on Legends occurred on September
28, 2006 with the implementation of Moody's Loss Given Default
methodology and related upgrade of Legends' first lien bank loan
rating to B1 from B2.

Legends Gaming, LLC, headquartered in Frankfort, Illinois,
currently owns and operates two gaming properties located in
Bossier City, Louisiana and Vicksburg, Mississippi under the
DiamondJacks Casino brand.  For the twelve-month period ended Sep.
30, 2007 the company generated approximately $150 million in net
revenues.


LEGENDS GAMING: S&P Revises Rating on $160MM Sr. Secured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings on the
proposed secured notes offering to be co-issued by Legends Gaming
LLC and subsidiary Legends Finance Corp., following a change of
terms to the deal, which was initially rated on Nov. 30.

The proposed offering now comprises $160 million of senior secured
notes and $60 million of senior subordinated secured notes, both
due in 2012.  The $160 million notes were rated 'B+' with a
recovery rating of '2', indicating that lenders can expect
substantial (70% to 90%) recovery in the event of a payment
default.  The $60 million notes were rated 'CCC+' with a recovery
rating of '6', indicating that lenders can expect negligible (0%
to 10%) recovery in the event of a payment default.      

Proceeds from the notes will be used to repay Legends existing
senior credit facility, and for fees and expenses.  Concurrent
with the note sales, Legends is planning on entering into a
$15 million revolving credit facility, which S&P anticipate will
be undrawn at close.
     
The corporate credit rating on Legends Gaming is 'B', and the
rating outlook is stable.  The 'B' rating reflects the company's
high debt levels and small portfolio of gaming properties, as well
as the competitive environments in both markets in which it
operates.  Legends' two facilities are located in Vicksburg,
Mississippi and Bossier City, Louisiana; both are branded as
"DiamondJacks."
     
The stable rating outlook reflects credit measures that are in
line with the current rating, although with no expectation for
material improvement through 2009.  In the event the company does
not enter into a $15 million revolving credit facility as
expected, rating downside potential exists given S&P's concerns
surrounding Legends' liquidity position in the absence of that
added cushion.  Downside rating pressure could stem from
additional marketing difficulty in either of Legends' markets that
results in material underperformance given the company's highly
leveraged balance sheet and modest liquidity cushion.  Rating
upside potential is unlikely in the intermediate term given S&P's
view that there are no real catalysts for substantial market
growth in either Bossier City/Shreveport or Vicksburg presently.


Ratings List

Legends Gaming LLC

Corporate Credit Rating          B/Stable/--

$160M Sr Secd Nts Due 2012       B+
   Recovery Rating                2

$60M Sr Sub Secd Nts Due 2012    CCC+
   Recovery Rating                6


LEVCOR INT'L: Sept. 30 Balance Sheet Upside-Down by $7.8 Million
----------------------------------------------------------------
Levcor International Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $13.7 million in total assets and
$21.5 million in total liabilities, resulting in a $7.8 million
total stockholders' deficit.

The company reported net income of $169,000 on net sales of
$5.1 million for the third quarter ended Sept. 30, 2007, compared
with net income of $1.2 million on net sales of $5.6 million in
the corresponding period in 2006.

The decrease in sales is attributable in part to the
reorganization under Chapter 11 of one of the company's largest
customers and the cancellation of two product lines by the
company's largest customer.  The decrease in sales in the third
quarter of 2007 was offset by an annual modular change by a major
customer.  There was no such modular change for this customer in
2006.

The company recorded a non-cash $1.7 million gain on the
termination of the post retirement medical plan in the third
quarter of 2006.  There was no such gain in 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?264a

                    About Levcor International
                        
Based in New York, Levcor International Inc. (LEVC.OB) engages in
the manufacture, packaging, and distribution of buttons and other
craft products for the home sewing and craft retail industry.  Its
products include buttons, embellishments, craft products and
complimentary product lines, such as appliques, craft kits, and
fashion and jewelry accessories.  It sells its products to mass
merchandisers, specialty chains, and independent retailers and
wholesalers in the United States, Canada, and Europe.


LEVITT AND SONS: Gets Court Nod to Abandon KeyBank Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
authorized Levitt and Sons, LLC and certain of its debtor-
affiliates to abandon the real property collateral they entered
via agreements with lenders Bank of America, N.A., KeyBank, N.A.,
and Wachovia Bank, N.A., effective as of Nov. 29, 2007.

As an accommodation to KeyBank, the Debtors will, on or before
Dec. 19, 2007, make available for KeyBank's retrieval copies
of all site plans, contracts and other documents reasonably
requested by the bank relating to the Abandoned Collateral in the
Debtors' actual possession, without any representation or
warranty by the Debtors as to the completeness, correctness or
authenticity of the documents.

A complete list of properties included in the KeyBank Abandoned
Collateral is available for free at:

              http://researcharchives.com/t/s?2650

By agreement of the KeyBank Debtors and KeyBank, the Debtors'
motion to abandon the KeyBank Collateral is deferred as to the
collateral owned by Levitt and Sons of Lee County, LLC, as to
which the Debtors and KeyBank have reached an agreement, in
principle, with respect to a carve-out from the proceeds of the
sale of the property owned by LAS Lee County.

In the event that LAS Lee County and KeyBank do not reach a final
agreement on the carve-out within a certain period of time, the
Debtors are allowed to submit a supplemental order authorizing
the abandonment of the collateral owned by LAS Lee County.

The abandonment of the Abandoned Collateral will be deemed a
satisfaction of any secured claim asserted against the KeyBank
Debtors, relative to the Abandoned Collateral only, without
prejudice to the right of KeyBank or any other putative secured
creditor to assert an unsecured deficiency claim against the
estates and the objections, offsets and defenses of the Debtors.

                      About Levitt and Sons

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

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Wants to Hire Glankler Brown as Special Counsel
----------------------------------------------------------------
Debtors Levitt and Sons of Tennessee, LLC, Bowden Building
Corporation, Levitt and Sons of Nashville, LLC, and Levitt and
Sons of Shelby County, LLC, seek authority from the Honorable
Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida to employ Glankler Brown, PLLC, as special
counsel in their Chapter 11 cases, nunc pro tunc to Nov. 9, 2007.

Glankler Brown will provide legal services in connection with
closings, financing, land use and zoning, lien issues and
litigation in Tennessee.

The Tennessee Debtors also seek the Court's authority for the
firm to apply funds held in trust to outstanding pre-bankruptcy
fees and costs of $4,418.

Before the bankruptcy date, Glankler Brown held $40,979 in escrow.  
The amount arose from a:

   -- $30,000 check to the firm, dated September 2006, drawn on
      the account of the attorneys for Regions Bank;

   -- $10,331 check, dated October 3, 2006, drawn on the account
      of First American Title Insurance Company; and

   -- $648 check, dated September 18, 2007, drawn on the account
      of First American Title Insurance Company.

The escrow funds transferred by these checks were originally
intended to be used as title premium payments for title policies
and endorsements in connection with loans by Regions Bank to LAS
Shelby County, Bowden and LAS Nashville.  Prior to issuance of
the title policies and endorsements, the firm received
confirmation that the policies and endorsements would not be
required and were not to be issued.  Glankler Brown was
subsequently authorized by the Tennessee Debtors to apply the
escrow funds to its outstanding fees and costs, and $37,086 of
the funds was applied on November 9, 2007.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates that Glankler Brown represented the Tennessee
Debtors before the Petition Date in connection with these
matters.  As a result, Glankler Brown is familiar with the
matters the Tennessee Debtors are employing it for and has
already devoted numerous hours in addressing these issues.

The firm also has extensive experience and knowledge in these
related fields, which is invaluable to the Tennessee Debtors in
their reorganization efforts, Mr. Singerman adds.

Mr. Singerman tells Judge Ray that the scope of services to be
rendered by Glankler Brown will not be duplicative of the
services to be rendered by Berger Singerman, P.A., the Debtors'
general bankruptcy counsel in their Chapter 11 cases.  The
services of these counsel will not overlap.

According to Mr. Singerman, Glankler Brown does not hold or
represent any interest adverse to the Tennessee Debtors, their
estates, or their creditors in the matters upon which the firm is
proposed to be retained as special counsel.  Although the firm,
as of the Petition Date, holds a prepetition claim against the
Tennessee Debtors for $23,867, he assures the Court that the
matters on which Glankler Brown is to be employed are unaffected
by the fact of that claim.

The Tennessee Debtors will pay Glankler Brown in accordance with
its standard hourly rates and reimburse reasonable and necessary
expenses.  The firm's rates, which, in the normal course of
business, is revised on the 1st of February each year,  are:

      Designation              Hourly Rate
      -----------              -----------
      Senior Partner              $305
      Junior Partner              $225
      Senior Associate            $185
      Paralegal                   $145

In addition to the escrow funds, Hunter Humphreys, a member of
Glankler Brown, discloses that the firm received retainers of
$10,000 each on October 13 and October 29, 2007, from Bowden.  
The retainer amounts were applied to outstanding prepetition fees
and costs of Glankler Brown before the Petition Date.

Mr. Humphreys assures the Court that Glankler Brown will not
perform services for any person in connection with the Debtors'
Chapter 11 cases, or have any relationship with any person, their
attorneys or accountants that would be adverse to the Tennessee
Debtors or their estates.

                      About Levitt and Sons

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

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 7; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITZ FURNITURE: Court Approves Jones Day as Bankruptcy Counsel
----------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized PLVTZ Inc., dba Levitz
Furniture Inc. to employ Jones Day as its counsel, nunc pro tunc
to the bankruptcy filing.  He permitted the firm to:

   (a) continue to hold the retainer throughout the Debtor's
       Chapter 11 case; and

   (b) apply unused portion of any retainer it holds against
       allowed postpetition fees and expenses prior to payment
       under any carve-out provided for in cash collateral or
       financing orders entered in the case.

Judge Gerber overruled the objection filed by Diana G. Adams, the
United States Trustee for Region 2.

As previously reported, the U.S. Trustee objected to the proposed
employment of the firm, asserting that it represents General
Electric Capital Corporation, the Debtor's prepetition lender and
most significant creditor, and that it has connections with
Levitz Home Furnishings Inc., and certain landlords of the
Debtor.  The U.S. Trustee argued that these connections cast
doubt on all of Jones Day's prepetition negotiations as well as
all postpetition acts Jones Day would take on behalf of the
Debtor.

In response, the Debtor told the Court that Jones Day's inability
to sue GECC in no way precludes the firm's retention because,
among other things, the Debtor has agreed not to sue GECC
pursuant to the terms of the consensual cash collateral order and
because the interests of the Debtor and GECC with respect to the
key issue in the Chapter 11 case -- maximizing the value of the
Debtor's assets -- are aligned.  Furthermore, the fact that Jones
Day represents two of the Debtor's numerous landlords in matters
wholly unrelated to the case is of no consequence, particularly
because the assumption or rejection decision in respect of the
Debtor's leases likely will be made by the purchaser of the lease
designation rights.

"The U.S. Trustee's speculation that the Debtor "might" have
causes of action arising out of the purchase of the assets of
Levitz Home Furnishing Inc. and its affiliated debtors
(collectively, "LHFI") is simply irrelevant.  It is fundamental
that interests are not considered "adverse" simply because it is
possible to conceive of a situation where the interests clash,"  
Paul D. Leake, Esq., at Jones Day, in New York, said.

The firm can be reached at:

             Paul D. Leake, Esq.
             Brad B. Erens, Esq.
             Jones Day
             222 East 41st Street
             New York, NY 10017
             Tel: (212) 326-3939
             Fax: (212) 755-7306
             http://www.jonesday.com/

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

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

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

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

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.  PLVTZ's balance sheet at
Sept. 30. 2007, showed total assets of $177,883,000 and total
liabilities of $152,476,000.  The Debtors' exclusive period to
file a chapter 11 plan expires on March 7, 2008.  (Levitz
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: Gets Final Nod to Hire FTI as Crisis Manager
--------------------------------------------------------------
PLVTZ Inc., dba Levitz Furniture Inc. obtainted permission from
the Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York, on a final basis, to employ FTI
Consulting Inc., as its crisis manager, nunc pro tunc to Nov. 8,
2007,

The Court directed FTI Consulting to:

   -- maintain contemporaneous time records in tenth of an hour
      increments; and

   -- submit monthly invoices to the Debtor, the United States
      Trustee and the Official Committee of Unsecured
      Creditors instead of fee applications.  

FTI Consulting will also provide the personnel as the firm and
the Debtor's chief executive officer agree are necessary to
perform the services.

Judge Gerber allowed the firm to apply unused portion of any
retainer it holds against allowed postpetition fees and expenses
prior to payment under any carve-out provided for in cash
collateral or financing orders entered in the case.

                     About Levitz Furniture

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

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

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

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

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.  PLVTZ's balance sheet at
Sept. 30. 2007, showed total assets of $177,883,000 and total
liabilities of $152,476,000.  The Debtors' exclusive period to
file a chapter 11 plan expires on March 7, 2008.  (Levitz
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: Young Conaway Retention Request Gets Final OK
---------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York gave PLVTZ Inc., dba Levitz
Furniture Inc. final approval to employ Young Conaway Stargatt &
Taylor, LLP, as its conflicts counsel, nunc pro tunc to the
bankruptcy filing.

Jude Gerber held that Young Conaway will be "compensated for its
services and reimbursed for any expenses in accordance with
applicable provisions of the Bankruptcy Code, the Bankruptcy
Rules, the Local Bankruptcy Rules and any other applicable Court
orders or procedures."

Judge Gerber also permitted the firm to:

   (i) continue to hold the retainer throughout the Debtor's
       Chapter 11 case; and

  (ii) apply unused portion of any retainer it holds against
       allowed postpetition fees and expenses prior to payment
       under any carve-out provided for in cash collateral or
       financing orders entered in the case.

                     About Levitz Furniture

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

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

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

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

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.  PLVTZ's balance sheet at
Sept. 30. 2007, showed total assets of $177,883,000 and total
liabilities of $152,476,000.  The Debtors' exclusive period to
file a chapter 11 plan expires on March 7, 2008.  (Levitz
Bankruptcy News, Issue No. 32; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LIBERTY TAX III: Sept. 30 Balance Sheet Upside-Down by $21.5 Mil.
-----------------------------------------------------------------
Liberty Tax Credit Plus III LP's consolidated balance sheet at
Sept. 30, 2007, showed $92.4 million in total assets,
$114.6 million in total liabilities, and $1.6 million in minority
interest, resulting in a $21.5 million total partners' deficit.

The partnership reported net income of $79.9 million on total
revenues of $2.7 million for the second quarter ended Sept. 30,
2007, compared with a net loss of $3.5 million on total revenues
of $2.4 million in the same quarter ended Sept. 30, 2006.

On June 13, 2007, the partnership's limited partnership interest
in R.P.P. Limited Dividend Housing Association Limited Partnership  
was sold to an affiliate of the local general partner for an
assumption of bond debt and mortgage which amounted to   
approximately $90.7 million at the date of the sale.  The
partnership has not received any cash from this sale.  The sale
resulted in a gain of approximately $81.3 million resulting from
the write-off of the deficit basis in the local partnership at the
date of the sale.

Full-text copies of the partnership's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?264d

                        About Liberty Tax

Headquartered in New York City, Liberty Tax Credit Plus III L.P.
is a limited partnership, which was formed under the laws of the
State of Delaware on Nov. 17, 1988.  Liberty Tax Credit Plus III
L.P. invests in other limited partnerships, each of which owns one
or more leveraged low- and moderate-income multifamily residential
complexes that are eligible for the low-income housing tax credit
enacted in the Tax Reform Act of 1986, and to a lesser extent, in
local partnerships owning properties that are eligible for the
historic rehabilitation tax credit.  

The partnership has invested all of the net proceeds of its
original offering in 62 local partnerships.  As of Sept. 30, 2007,
the partnership has sold its partnership interest in nineteen
local partnerships, the property and the related assets and  
liabilities of twelve local partnerships, two properties owned by
a local partnership and transferred the deed to the property and
the related assets and liabilities of one local partnership.  In
addition, as of Sept. 30, 2007, the partnership has entered into  
agreements to sell its limited partnership interests in two
local partnerships and one local partnership has entered into an
agreement to sell its property and related assets and liabilities.

Liberty Tax Credit's general partners are Related Credit
Properties III L.P., a Delaware limited partnership, and Liberty
GP III Inc., a Delaware corporation.


LYONDELL CHEMICAL: Fitch Lower Issuer Default Rating to B+
----------------------------------------------------------
Fitch Ratings has downgraded Basell AF SCA's and Lyondell Chemical
Co.'s Long-term Issuer Default ratings to 'B+' from 'BB-' and
removed them from Rating Watch Negative where they were originally
placed on 17 July 2007.  Stable Outlooks are assigned to the Long-
term IDRs. Basell's Short-term IDR is also affirmed at 'B'.

Fitch has also downgraded Basell's senior notes and Millenium
America Inc's senior notes to 'B-'/'RR6' from 'B+' and 'BB'/'RR2',
respectively, as well as assigned a 'B'/'RR5'rating to Lyondell
Basell Finance Co's bridge facility.  Fitch has taken further
rating action involving various subsidiaries and debt instruments,
as listed below in detail.

Fitch's ratings actions follow substantial re-leveraging to
facilitate the fully debt-funded merger of chemical companies
Basell and Lyondell.  Fitch believes that credit metrics of the
combined new group, including net total leverage of approximately
4.9x, cash interest cover of approximately 2.4x, (ratios based on
the pro forma unadjusted LTM September 07 EBITDA of USD4,9bn) and
available liquidity are commensurate with the Long-term IDRs of
'B+'.  The group's credit profile will be supported by potential
synergies and pricing power advantages gained from improved
vertical integration and size increases, which may prove crucial
as the global chemical industry continues to face serious
challenges from volatile feedstock costs and economical
uncertainties in its end markets.

Following a special meeting of shareholders on 20 November 2007,
Lyondell announced that shareholders approved the agreement and
plan of merger, dated 16 July 2007, between Basell and Lyondell,
pursuant to which Basell will acquire all of Lyondell's
outstanding common shares for cash consideration of USD48 per
share.  The closing of the transaction is anticipated to occur on
or about 20 December 2007. After completion of the acquisition,
Basell will be renamed LyondellBasell Industries AF SCA.

LBI will form the world's third-largest independent chemical
company with combined revenues of around $42.8 billion and around
15,000 employees worldwide.

The ratings are:

Basell AF SCA and subsidiaries, to be renamed LyondellBasell
Industries AF SCA:

  -- Long-term IDR: downgraded to 'B+' from 'BB-'; removed from
     RWN; Stable Outlook assigned

  -- Senior secured credit facilities: affirmed at 'BB+' and
     withdrawn

  -- Senior notes: downgraded to 'B-'/'RR6' from 'B+'

Lyondell Chemicals Co. and subsidiaries:

  -- Long-term IDR: downgraded to 'B+' from 'BB-'; removed from
     RWN; Stable Outlook assigned

  -- Senior secured facilities: affirmed at 'BB+' and withdrawn

  -- Senior secured notes: affirmed at 'BB+' and withdrawn

  -- Senior unsecured notes: affirmed at 'BB-' and withdrawn

  -- Senior unsecured debentures: upgraded to 'BB+'/'RR1' from
     'BB-'

Lyondell Basell Finance Co:

  -- Bridge facility: 'B'/'RR5'

Equistar Chemicals L.P.:

  -- Long-term IDR: affirmed at 'B+'; Outlook Stable

  -- Senior secured credit facility: affirmed at 'BB+'/'RR1'
     and withdrawn

  -- Senior unsecured notes: affirmed at 'BB-'/'RR3' and
     withdrawn

  -- Debentures: upgraded to 'BB+'/'RR1' from 'BB-'/'RR3'

Millenium Chemicals Inc.:

  -- Long-term IDR: affirmed at 'B+' with Stable Outlook and
     withdrawn

  -- Convertible senior unsecured debentures: affirmed at
     'BB'/'RR2' and withdrawn

Millenium America Inc.:

  -- Long-term IDR: affirmed at 'B+'; Outlook Stable

  -- Senior unsecured notes: downgraded to 'B-'/'RR6' from
     'BB'/'RR2'

The above ratings are assigned subject to the completion of the
transaction as well as review of the final documentation,
conforming to present information.


M FABRIKANT: Banks Balk at Joint Chapter 11 Liquidation Plan
------------------------------------------------------------
Several banks have asked the the U.S. Bankruptcy Court for the
Southern District of New York to deny confirmation of the Chapter
11 Plan of Liquidation jointly filed by M. Fabrikant & Sons Inc.,
its debtor-affiliate, Fabrikant-Leer International Ltd., the
Official Committee of Unsecured Creditors, and Wilmington Trust
Company.

As reported in the Troubled Company Reporter on Nov. 13, 2007, the
Hon. Stuart M. Bernstein approved the Disclosure Statement
explaining the Plan citing that it contained adequate information
within the meaning of Section 1125 of the U.S. Bankruptcy Code.  
Judge Bernstein also set the confirmation hearing of the Plan for
Dec. 19, 2007, at 10:00 a.m.

JPMorgan Chase Bank, N.A., as one of the Original Lenders and
"Collateral Agent," tells the Court that pursuant to the Final
Cash Collateral Order dated Dec. 18, 2006, JPMorgan, along with
other Other Lenders, ere granted super-priority allowed secured
administrative expense claims for their respective attorneys' fees
and expenses "arising from or related to ... all proceedings in
connection with the interpretation, amendment, modification,
enforcement, enforceability, validity or implementation of the
Pre-Petition Agreements or this Order at any time..."  

JPMorgan discloses that also in December 2006, the Original
Secured Claims held by these lenders against the Debtors were sold
to a third party purchaser.

On Oct. 1, 2007, JPMorgan relates, the Creditors Committee
commenced an adversary proceeding against the Original Lenders
asserting claims for the avoidance and/or recovery of various pre-
petition claims, liens, obligations and/or transfers made or
granted by the Debtors to the Original Lenders arising from and
related to the Original Secured Claims.  These claims are referred
in the Plan as "Original Lender Litigation Claims."

JPMorgan contends however that the Creditors Committee didn't
include the "current" lenders who now hold the Original Secured
Claims that are being challenged in the adversary proceeding.   

Further, the Plan also includes a settlement that seeks to settle
and release these Current Lenders from any and all liability
arising from their holding the Original Secured Claims.

JPMorgan argues that the Court should deny confirmation of the
Plan since it fails to mention, reserve for or treat JPMorgan's
and the other Original Lenders' super-priority allowed secured
administrative expense claims for their costs and expenses of
defending the Adversary Proceeding.  Had the Creditors Committee
asserted the Original Lender Litigation Claims against the Current
Lenders instead of the Original Lenders, then the Current Lenders
would be the one entitled to recover their defense costs from
estate assets pursuant to Final Cash Collateral Order, JPMorgan
adds.

Bank of America, N.A., also objected to the Plan and cited issues
similar to those raised by JPMorgan.  Further, BofA adds that the
Plan failed to to place secured Administrative Claim in a separate
class and identify its treatment.  BofA contends that while Class
3 of the Plan includes "Other Secured Claims," its secured claim
is not substantially similar to other secured claims and, without
a clarifying court order, it is apparent that the several of the
Plan Proponents have no intention of having its claims paid or
placed within that class in any event.

HSBC Bank USA, National Association, also asked the Court to deny
confirmation of the Plan unless it is protected to the full extent
contemplated by the Final Cash Collateral Order.

Bank Leumi, USA, also one of the Original Lenders, filed a joinder
to JPMorgan's objection.  

JPMorgan is represented in this proceeding by Steven J.
Mandelsberg, Esq., and Joshua I. Divack, Esq., at Hanh & Hessen
LLP.   Bank Leumi is represented by Andrew C. Gold, Esq., and
Frederick E. Schmidt, Esq., at Herrick, Feinstein LLP.

HSBC is represented by William J. Brown, Esq., and Allan L. Hill,
Esq., at Phillips Lytle LLP.  Jeffrey D. Ganz, Esq., at Riemer &
Braunstein LLP, represents Bank of America.

                      About M. Fabrikant

Headquartered in New York City, M. Fabrikant & Sons, Inc. --
http://www.fabrikant.com/-- sells diamonds and jewelries.  The
company and its affiliate, Fabrikant-Leer International Ltd.,
filed for chapter 11 protection on Nov. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-12737).  Mitchel H. Perkiel, Esq., Lee W.
Stremba, Esq., and Paul H. Deutch, Esq., at Troutman Sanders LLP
represent the Debtors in their restructuring efforts.  Alan Kolod,
Esq., Lawrence L. Ginsberg, Esq., and Christopher J. Caruso, Esq.,
at Moses & Singer LLP serve as counsel to the Official Committee
of Unsecured Creditors.  In schedules filed with the Court, M.
Fabrikant disclosed total assets of $225,612,204 and total debts
of $439,993,890.


MARK IV: Operating Pressures Cue Moody's to Cut Rating to B3
------------------------------------------------------------
Moody's Investors Service lowered the ratings of Mark IV
Industries, Inc. -- Corporate Family, to B3 from B2; senior
secured first lien facilities to B2 from Ba3, and the senior
secured second lien term loan, to Caa2 from B3.  The ratings
remain under review for possible downgrade.

The lowered ratings reflect Mark IV's operating pressures in its
transportation and automotive businesses which have resulted in
negative free cash flow generation and which are expected to
continue over the near-term.  With the weaker financial
performance, the company could also come under covenant pressure
in the near-term which may limit access to the $150 million
revolving credit facility.  Mark IV recently entered into an
agreement with Sun Capital Partners, Inc., whereby an affiliate of
Sun Capital will purchase 100% of the equity ownership of Mark IV
from the existing private equity investors, but implementation of
the plan requires certain amendments from the existing bank
lenders.  

These amendments include, among other things, waiving the
triggering of the change of control provision by the Sun Capital
purchase, and the modification of the company's financial
covenants.  The final terms of the contemplated transaction with
Sun Capital are yet to be determined.  Nevertheless, the company's
weak operating performance would not likely support a rating
higher than B3 even if the transaction does occur.  Absent the
bank amendments that would accompany implementation of the
transaction, Moody's believes that the rating could be subject to
further downgrade.

The review will consider the outcome of the contemplated
transaction, the level of covenant flexibility gained, and the
implications for financial metrics of any increased borrowing
costs that could be required to obtain the bank amendments.  
Moody's remains concerned over operating pressures faced by Mark
IV over the near term.  These challenges include pricing pressures
in the transportation segment, the effectiveness of any
restructuring actions by Mark IV under its current or new owners,
the timing of a recovery in the commercial vehicle market, and
ongoing operating pressures in the North American automotive
industry.  While Moody's notes the moderate improvement in
leverage as a result of application of net proceeds from recent
asset sales, the company has not generated free cash flow over the
past year.  For the LTM period ended August 31, 2007, the
company's EBIT/interest coverage approximated 1.2x.

Mark IV's liquidity over the near-term is contingent on receiving
the required votes to amend its bank credit facilities.  Achieving
these amendments would provide cushion for the company to
implement needed operating improvements. While free cash flow will
be limited due to the company's profitability levels and any cash
costs associated with restructuring initiatives, at 8/31/07 there
was approximately $62 million outstanding under the $150 million
revolving credit and $70 million of cash on hand.

These ratings were lowered:

Mark IV Industries, Inc.

  -- Corporate Family Rating, to B3 from B2;
  -- Probability of Default Rating, to B3 from B2;

Dayco Products, LLC

  -- Senior secured credit facilities to B2 (LGD3, 33%) from
     Ba3 (LGD3, 31%), consisting of:

     -- $150 million US/European revolving credit facility due
        2010, and a

     -- $724 million (remaining balance) 7-year US term loan B due
        2011.

  -- $150 million senior secured second lien term loan due
     2011, to Caa2 (LGD5, 86%) from B3 (LGD5, 71%).

Dayco Europe SrL

  -- $53 million remaining balance equivalent Euro denominated
     European term loan A due 2010 to B2 (LGD3, 33%) from Ba3
     (LGD3, 31%).

The last rating action was on Oct. 31, 2006 when the ratings were
downgraded.

Future events that have the potential to drive Mark IV's ratings
lower include: inability to achieve the bank credit facility
amendments needed to ensure adequate intermediate term liquidity,
or inability to achieve near term improvement in margins and other
core financial metrics.  Consideration for a lower rating could
arise if any combination of these factors results in leverage
approaching 7x, or EBIT/ interest coverage below 1.0x.

The ratings could be stabilized at B3 if the company is able to
achieve the needed amendments to its bank facilities and implement
actions to improve operating performance, sustaining EBIT/Interest
of at least 1.0x.  Any future upward movement of the rating or
outlook would require consistent free cash flow generation,
reduced leverage resulting in EBIT/Interest coverage of 1.5x or
leverage consistently below 6x.

Mark IV Industries is a diversified manufacturer of engineered
systems and components utilizing radio frequency identification,
information display system, mechanical power transmission, air
admission, and other technologies that serve industrial,
transportation and automotive markets.  Mark IV manages and
reports its operations into two categories: (i)
Industrial/Distribution and (ii) Automotive OEM.  Annual revenues
approximate $1.3 billion.


MARKOV CDO: Moody's Junks Ratings on Six Note Classes
-----------------------------------------------------
Moody's Investors Service has downgraded ratings of eight classes
of notes issued by Markov CDO I, Ltd.  Five of these ratings were
left on review by Moody's for possible further downgrade.  The
notes affected by today's rating actions are:

Class Description: $80,000,000 Class A-3 Senior Floating Rate
Notes due 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $70,000,000 Class B Senior Floating Rate Notes
due 2047

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $25,000,000 Class C-1 Floating Rate Deferrable
Notes due 2047

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $10,000,000 Class C-2 Fixed Rate Deferrable
Notes due 2047

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $27,000,000 Class D Floating Rate Deferrable
Notes due 2047

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $5,000,000 Class E Floating Rate Deferrable
Notes due 2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $5,000,000 C Combination Notes due 2044

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $5,000,000 D Combination Notes due 2044

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Nov. 16, 2007, of an event of default
caused by a failure of the Class A EOD Ratio to be satisfied, as
required under Section 5.1(e) of the Indenture dated May 1, 2007.

Markov CDO I, Ltd is a collateralized debt obligation backed
primarily by a portfolio of RMBS and CDO securities.

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

As provided in Article 5 of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken today reflect the increased expected
loss associated with each tranche.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
severity of losses of certain tranches may be different, however,
depending on the timing and choice of remedy to be pursued by
certain Noteholders.  Because of this uncertainty, the ratings of
Class S, A-0, A-1, A-2, A-3, B, C-1, C-2 Notes and the Class C
Combination Notes remain on review for possible downgrade.


MOVIE GALLERY: Can Execute Amendments Under Restructuring Pacts
---------------------------------------------------------------
In supplemental order, the Honorable Douglas O. Tice of the U.S.
Bankruptcy Court for the Eastern District of Virginia authorized
Movie Gallery, Inc. and its debtor-affiliates to perform and enter
into amendments under the restructuring agreements.

Subject to the Agreements' terms, the Debtors are also authorized
to pay expense reimbursements.

According to Judge Tice, the Debtors are authorized to enter into
and honor their obligations under the Jefferies Engagement
Letter, including payment of Transaction Fee from the proceeds of
the rights offering or other infusion of capital contemplated by
the Agreements.

Judge Tice also approved the Engagement Letter's indemnification
provisions.

If the backstop party becomes entitled to expense reimbursement
under the Rights Offering Term Sheet and the Lock Up Agreement,
it will be treated as allowed administrative claims in the
Debtors' Chapter 11 cases pursuant to Sections 503(b) and
507(a)(1) of the Bankruptcy Code.

The Debtors are authorized without further Court Order to pay, on
a current basis, the reasonable and documented fees and expenses
of the backstop party's legal and financial advisors, in
accordance with the terms of the Agreement, the Term Sheet and
the Engagement Letter.

Judge Tice clarified that the Order does not:

   -- constitute an assumption of the Restructuring Agreements;
      and

   -- infer that the Official Committee of Unsecured Creditors
      agrees to, or waives any of its rights to object to, any
      aspect of the Reorganization Plan, as described in the
      Restructuring Agreements.

The Debtors and Sopris Capital Advisors LLC agree to negotiate in
good faith with the Committee with respect to the terms of a
Plan.  The Lock Up Agreements, to which the Committee is a non-
party, will not prohibit the negotiation.  

Additionally, the Debtors and Sopris agree that, unless the
Committee has previously agreed to the amounts and form of
distributions to be made to non-noteholder general unsecured
creditors under the Plan, any Plan filed on or before December 7,
2007, will not include references to the distribution amounts.

Goldman Sachs Credit Partners LP tried to block approval of the
the Debtors' request to pay professional expenses for Sopris'
advisors.  Goldman Sachs complained that the request was
premature because there is no current agreement on a Plan of
Reorganization.

According Goldman Sachs, the Debtors have no legal authority to
use estate funds to pay the professional fees of a single
creditor, because:

   (1) there is no agreement binding the Debtors to pay to
       Sopris' advisors, as otherwise provided by Section 506(b)
       of the Bankruptcy Code;

   (2) Sopris' advisors do not represent a committee, but a
       single large creditor, as otherwise required by Section
       1103(a) of the Bankruptcy Code; and

   (3) Sopris has not made a substantial contribution to the
       Debtors' cases, as no current agreement has been reached
       to contemplate a confirmable Plan.  Sopris' commitments to
       convert its debt holdings to equity and to backstop a
       rights offering are entirely contingent upon agreements on
       other critical aspects of a Plan, including (i) an
       agreement by the $775,000,000 of DIP Financing and First
       Lien Claims, and (ii) the allocation of new stock in the
       Reorganized Debtors among the different classes outlined
       in the First Term Sheet.

Goldman Sachs said Sopris has already received significant
guarantees in the form of the Debtor's assurance to pay the
$1,015,000 Commitment Fee and the $2,000,000 Termination Fee;  
therefore, Sopris should be required to wait on any agreement to
pay its professional fees, including the Transaction Fee, until a
final Plan is agreed upon.

In response, Sopris told the Court that Goldman Sachs' argument
is late, fraught with material inaccuracies, and is a blatant
attempt to mislead the Court.  Sopris' counsel, Paula S. Beran,
Esq., at Tavenner & Beran, PLC, in Richmond, Virginia, argued
that as the Debtors' single largest creditor -- which also agreed
to provide $50,000,000 as additional liquidity for the Debtors'
reorganization -- Sopris has every reason to be fully committed
to the Plan.

The monthly fees payable to Sopris' legal advisors, Sonnenschein
Nath & Rosenthal LLP, and Tavenner & Beran, PLC, are solely for
the firms' reasonable and documented hourly standard rates, which
under the Agreements, the Debtors have agreed to pay, along with
related out-of-pocket expenses incurred by the firms, Ms. Beran
explained.  Furthermore, the monthly fees and expense
reimbursements payable to Jefferies under the Agreements are  
subject to the "reasonable and documented" limitation.

The Debtors' agreement to pay the fees and expenses of Sopris'
legal and financial advisors to support Sopris' efforts is of
sound business judgment, Ms. Beran maintained.

Similarly, the Debtors told Judge Tice that Goldman Sachs'
objection fails because the Plan Term Sheet and the Rights
Offering Term Sheet are both conditioned on the Debtors' timely
and current payment of the expense reimbursements.

The Debtors pointed out that they seek to pay the expense
reimbursements and the Jefferies Transaction Fee not simply
because Sopris is a major creditor, but because Sopris has
proposed to backstop a $50,000,000 rights offering, equitize more
than $70,000,000 in second lien debt, and sponsor the Debtors'
Reorganization Plan.

Moreover, the Debtors' said their request cannot be concluded as
premature because in the absence of a Plan, the Restructuring
Agreements -- a result of arm's-length negotiations between the
Debtors, Sopris and the consenting holders -- is the best
alternative available, benefiting the Debtors, their estates and
their creditors, including the secured creditors.
                                                                       
Based on these arguments, the Court overruled Goldman Sachs'
objection.

                        About Movie Gallery

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

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

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.  (Movie Gallery Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.


MOVIE GALLERY: Lease Action Directives on Auction Protocols Set
---------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia granted Movie Gallery, Inc. and its
debtor-affiliates' request as it relates to the sale, assumption,
assignment or termination of certain leases in accordance with the
Court-approved auction procedures.

The Auction Procedures, according to Judge Tice, afforded a full,
fair and reasonable opportunity for any entity, including any
landlord, to make a higher or otherwise better offer to purchase
the Leases.  The Procedures were duly noticed, and the sale
process was conducted in a non-collusive and fair manner.  A
reasonable opportunity has been given to any interested party to
make a higher or otherwise better offer for the Leases.

Judge Tice directed that in the event that a successful bid does
not result in a closing, the backup bidder will proceed to
closing no later than three days following the Notification Date
by the Debtors of the successful bidder's default.

Additionally, the Court approved the sale, assumption and
assignment of the Leases to certain assignees as authorized by
the Auction Procedures Order and pursuant to Sections 363 and 365
of the Bankruptcy Code.

Each disposition of the Leases constitutes a sale free and clear
of all liens, claims, interests or encumbrances.  The interests
to the disposition's proceeds are afforded with the same
validity, extent and priority as the prior disposition.

Each counterparty to a disposition is entitled to the protections
afforded to good-faith purchasers, in accordance with Section
363(m) of the Bankruptcy Code.

To the extent any Debtor acts as guarantor of another Debtor's
obligations under the Leases, the Debtor-Guarantor's obligations
with respect to the Lease will terminate upon the disposition's
closing.

The Debtors are deemed to have abandoned any personal property
located at the Leases without administrative liability to any of
the landlords or assignees for rental, occupancy or other charges
as of the later of (i) the entry date of the Order, and (ii) the
closing.

The landlords or assignees may, in their sole discretion and
without further notice, dispose of the abandoned property without
liability to the Debtors or any third party claiming any
interest in the property.

In addition, Judge Tice also authorized and directed the Debtors
to execute and deliver documents or other instruments that may be
requested by the assignee to assume and assign the leases.

The assigned Leases will be assigned to, and will remain in full
force and effect for the benefit of the assignee, notwithstanding
any provision in the assigned Lease that prohibits, restricts or
conditions the assignment or transfer.

Pursuant to Section 365(k) of the Bankruptcy Code, the Debtors
and their estates will have no liability for any breach of the
assigned Leases occurring after the Leases' assignment.                

The Court also approved the Debtors' transfer, surrender and
termination of their interests in the Terminated Leases.  Unless
otherwise agreed to by the Debtors and the Landlords, the Debtors
will have no liability arising under the terminated Leases after
the Termination Date.

                   Court Rules on Cure Amounts

Judge Tice ruled that certain cure amounts will be deemed as the
Debtors' entire obligation due and owing under the Leases
pursuant to Section 365 of the Bankruptcy Code:

     Landlord            Store Location          Cure Amount
     --------            --------------          -----------
     VNO Long Beach      Oceanside, New York        $38,000
     Road, LLC           

     Balboa Plaza        Northbridge,                38,092
     Investments, LLC    California   

Upon payment of each Cure Amount, (i) the Debtors will have no
further obligations or liability to the landlord or other
parties-in-interest, arising under the assigned Lease prior to
the Cure Date, and (ii) all defaults or other obligations of the
Debtors arising under the assigned Lease attributable prior to
the Cure Date will be deemed cured.

Judge Tice directed the Debtors to pay the cure amounts no later
than 10 days after the closing in accordance with the Auction
Procedures Order.

Except for the obligation of the Debtors to pay the cure amounts,
each landlord for an assigned Lease is permanently barred,
estopped and enjoined from asserting:

   -- any default existing as of the Cure Date against the
      Debtors, or the assignees;

   -- any counterclaim, defense or set-off against the Debtors;
      and

   -- any assignment fee, default, breach, claim or pecuniary
      loss or condition to assignment arising under or related to
      the assigned Lease existing as of, or arising by the
      closing, including, but not limited to, rent accelerations
      and rate increases, including advertising rates.

Judge Tice further instructed the Debtors to pay all obligations
arising under Section 365(d)(3) of the Bankruptcy Code with
respect to the Leases arising after the Cure Date but before the
closing.  The Debtors' payments are applicable to obligations not
satisfied by the cure amount payments, provided that reasonable
documentation of the obligations are served upon the Debtors no
later than 10 days after (i) the closing and (ii) the Debtors'
receipt of the documentation.

A copy of the Debtors' Terminated Leases Schedule is available
for free at http://researcharchives.com/t/s?2652

A list of the Assigned Leases is available at no charge at:
http://researcharchives.com/t/s?2653

                        About Movie Gallery

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

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

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.  (Movie Gallery Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.


MOVIE GALLERY: Will Close Down Moviebeam Service on December 15
---------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates will close its
MovieBeam set-top box download service on Dec. 15, 2007.

According to reports, the service failed to achieve any critical
mass, largely due to its high cost and unique delivery method
that limited its ability to expand.  Specifically, customers must
pay $250 for the set-top box and $30 as activation fee.  Pricing
for movies ranges from $3.99 to $1.99, with a $1 surcharge for
high-definition content.

The service was also facing new competition from iTunes and Apple
TV, among others.  Movie Gallery acquired MovieBeam from the Walt
Disney Co. and  other investors early this year for $10,000,000,
Betanews says.  Disney reportedly spent $70,000,000 on the project
and shut the service down in 2005.  Moviebeam was relaunched in
February 2006 with over $50,000,000 in venture capital from
Mayfield Fund, Norwest Venture Partners, Cisco, Intel, Vantage
Point Venture Partners and Disney's ABC.

Reports note that newer customers may be eligible for a refund on
the set-top box.

                        About Movie Gallery

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

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

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.  (Movie Gallery Bankruptcy
News, Issue No. 11; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.


MSB OF DESTIN: Gets Interim OK to Use Rewards' Cash Collateral
--------------------------------------------------------------
MSB of Destin Inc. obtained interim authority from the U.S.
Bankruptcy Court for the Northern District of Florida to
use the cash collateral of Rewards Network Establishment Services
Inc. until Dec. 17, 2007.

The Debtor will use the cash collateral for its day-to-day
operations including:

   a) compensation to employees through an employee leasing
      company;
   
   b) insurance;

   c) utilities, including electricity, water, garbage
      collection, sewage disposal and telephone service, well
      as any deposit necessary to provide adequate assurance to
      such utilities in order to maintain service to Debtor;

   d) postage and shipping;

   e) office Supplies;
   
   f) inventory and other supplies necessary to prepare and
      serve food  and beverages;

   i) sales taxes;

   j) advertising and marketing expenses.

As adequate protection to Rewards Network's cash collateral, the
Debtor grants a replacement lien on all of the inventory,
accounts, cash, deposit accounts, rights to payment from any
credit card processor and other cash collateral, and all the
proceeds thereof.  The Debtor will also grant Rewards Network, a
valid and perfected lien upon other collateral, such security
interest or lien will remain a lien upon property of the Debtor.  

The final hearing to consider on the cash collateral will be held
by telephone on Dec. 17, 2007, 9:00 a.m., CST.

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 a voluntary Chapter 11
petition on Nov. 26, 2007 (Bankr. N.D. Fla. Case No. 07-31149).  
John E. Venn, Esq. of 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.


MSB OF DESTIN: Taps Professionals to Pursue Insurance Claims
------------------------------------------------------------
MSB of Destin Inc. seeks permission from the U.S. Bankruptcy Court
for the Northern District of Florida to employ and retain
professionals essential to the recovery of the insurance claims  
from Lloyds of London.

The Debtor says that the underwriters at Lloyds of London has
refused to pay the claims on its real property, equipment losses
and business interruption sustained due to Hurricane Ivan.

In this connection, the Debtor has employed Chesser & Barr to
pursue policies of insurance claims.  Pursuant to the case filed
against Lloyds of London, Chesser & Barr has requested the Debtor
to employ a consultant and public insurance adjuster to assist in
the appraisal process.  

The Debtor employed J. Greene Associates Inc. as a public
insurance adjuster.  The Debtor then employed Scott M. Favre, an
independent appraiser, pursuant to Mr. Greene's employment.  

Mr. Favre required to employ an engineer to provide an opinion of
damages.  The Debtors employed Claudio Navia.

The Debtor tells the Court that Chesser & Barr was employed on a
contingency fee basis, and Chesser & Barr has agreed to reduce the
fee due to it under its contingency fee agreement by the amount of
the fees due to Mr. Greene and Mr. Favre.

The Debtor relates that Mr. Favre's professional bill is $27,000,
and Mr. Navia's is $5,074.  The Debtor did not disclose the
professional fee of Mr. Greene.

The Debtor assures the Court that these professionals are
"disinterested" as that term is defined in the Section 101(14) of
the Bankruptcy Code.

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 a voluntary Chapter 11
petition on Nov. 26, 2007 (Bankr. N.D. Fla. Case No. 07-31149).  
John E. Venn, Esq. of 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.


MSB OF DESTIN: Wants Court to Approve $100,000 DIP Financing
------------------------------------------------------------
MSB of Destin Inc. seeks permission from the U.S. Bankruptcy Court
for the Northern District of Florida to secure $100,000 debtor-in-
possession financing from M. Scott Laird and Ronald E. Gaylor.

The Debtor says that it needs funds to operate its business from
November to February, which constitutes its off-season, but is
unable to obtain unsecured credit.  

The Debtor tells the Court that M. Scott Laird, a relative of the
shareholders and a former officer of Debtor, and his partner,
Ronald E. Gaylor have agreed to lend the sum of $100,000, to
finance its December operations.

The Lenders will utilize their personal credit facilities to
obtain the funds.  $85,000 of the loan will be obtained from a
line of credit at Regions Bank and the remaining $15,000 will be
from cash withdrawals on credit cards.

The Debtor relates that the $85,000 will have a monthly interest
of 1% of the outstanding balance owed; and the $15,000 will have a
13.99% interest with minimum monthly payments of $300.

As adequate protection to the credit, the Debtor proposes to grant
the Lenders a security interest in or lien upon the liquor
license.  To the best of Debtor's knowledge, the liquor license is
not secured by a valid and perfected lien.

The Debtor assures the Court that the unsecured creditors will not
be prejudiced by the extension of credit upon the terms and
conditions because the assets of the Debtor far exceed the
indebtedness owed by the Debtor.

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 a voluntary Chapter 11
petition on Nov. 26, 2007 (Bankr. N.D. Fla. Case No. 07-31149).  
John E. Venn, Esq. of 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.


NICHOLS BROTHERS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Nichols Brothers Boat Builders Inc. submitted to the U.S.
Bankruptcy Court for the Western District of Washington its
schedules of assets and liabilities, disclosing:

     Name of Schedule                  Assets      Liabilities
     ----------------                ----------    -----------
     A. Real Property                  $999,005
     B. Personal Property             2,414,490
     C. Property Claimed                      
        as Exempt
     D. Creditors Holding                           $8,701,113
        Secured Claims
     E. Creditors Holding                              863,469
        Unsecured Priority
        Claims
     F. Creditors Holding                           34,385,405
        Unsecured Nonpriority
        Claims
                                     ----------    -----------
        TOTAL                        $3,413,495    $43,949,987
        
Freeland, Washington-based Nichols Brothers Boat Builders Inc. --
http://www.nicholsboats.com/-- provide expertise in the
construction of steel and aluminum vessels.  The Debtor filed for
chapter 11 bankruptcy on Nov. 16, 2007 (W.D. Wa. Case No.
07-15522).  David C. Neu, Esq., and Marc L. Barreca, Esq., at
Kirkpatrick & Lockhart Preston Gates Ellis LLP represent the
Debtor in its restructuring efforts.


NICHOLS BROTHERS: U.S. Trustee Forms Seven-Member Committee
-----------------------------------------------------------
Ilene J. Lashinsky, United States Trustee for Region 18 appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors in the case of Nichols Brothers Boat Builders Inc.

The members are:

   1. Hornbeck Offshore Services LLC
      Attn: Samuel Giberga, General Counsel
      103 Northpark Blvd., Suite 300
      Covington, LA 70433
      Tel: (985) 727-2000
      Fax: (985) 727-2006
      http://www.hornbeckoffshore.com/

   2. RGWT Inc.
      Attn: Greg Bombard, President
      Berth 95
      San Pedro, CA 90731
      Tel: (310) 519-7971, Ext. 1002
      Fax: (310) 519-1347
      http://www.catalinaexpress.com/

   3. Pacific Dawn LLC
      Attn: Burton C. Parker, Sr. Mgr.
      2324 NW 90th Street
      Seattle, WA 98117
      Tel: (206) 794-5513
      Fax: (206) 297-2949
      http://www.teleport.com/

   4. The Glosten Associates Inc.
      Attn: Paul S. Smith, Director of Finance
      20 1201 Western Ave., Suite 200
      Seattle, WA 98101-2921
      Tel: (206) 624-7850
      Fax: (206) 682-9117
      http://www.glosten.com/

   5. Puget Sound Pipe & Supply Co.
      Attn: Neil Weinstein, Controller
      7816 S. 202nd Street
      Kent, WA 98032
      Tel: (253) 796-9350
      Fax: (253) 796-9363
      http://www.pspipe.com/

   6. Water Tectonics Inc.
      Attn: James Mothersbaugh, President
      802 - 134th Street SW, Suite 110
      Everett, WA 98204
      Tel: (425) 742-2062
      Fax: (425) 742-2453
      http://www.watertectonics.com/

   7. Alaska Copper Companies Inc.
      Attn: Michael McDowell, Credit Manager
      P.O. Box 3546
      Seattle, WA 98124-3546
      Tel: (206) 682-5800
      Direct: (206) 382-6556
      Fax: (206) 382-7337
      http://www.alaskancopper.com/
        
Freeland, Washington-based Nichols Brothers Boat Builders Inc. --
http://www.nicholsboats.com/-- provide expertise in the
construction of steel and aluminium vessels.  The Debtor filed for
chapter 11 bankruptcy on Nov. 16, 2007 (W.D. Wa. Case No. 07-
15522).  David C. Neu, Esq., and Marc L. Barreca, Esq., at
Kirkpatrick & Lockhart Preston Gates Ellis LLP represent the
Debtor in its restructuring efforts.


NICHOLS BROTHERS: Can Access Ice Floe's DIP Fund on Interim Basis
-----------------------------------------------------------------
The Hon. Samuel J. Steiner of the U.S. Bankruptcy Court for the
Western District of Washington gave Nichols Brothers Boat Builders
Inc. interim approval to access debtor-in-possession financing
from Ice Floe LLC.  Judge Steiner also gave the Debtor interim
approval to use Ice Floe's cash collateral.

The Debtor relates to the Court that it is currently unable to
meet its post-petition payroll, rent, and other obligations.

The Debtor also says that it is a party a lease for real property
with Langley Properties.  The leased property includes the land on
which the Debtor's shipyard sits in Freeland, Washington, a dock,
and two houses which the Debtor uses for offices.

At the time of its filing, Nichols Bros. owed the Landlord rent
for the month of November 2007, in the approximate amount of
$32,000.

The Debtor projects that it will need $598,000 to operate through
the end of its budget period.

The Debtor tells the Court that Ice Floe is prepared to offer DIP
financing and advance to the Debtor up to $350,000 to meet its
budgetary requirements through the earlier of Jan. 1, 2008, or
until the sale of its assets is approved and consummated.

Ice Floe is the Debtor's prepetition secured lender, and, at the
time of filing, is owed approximately $4,245,000, including
contingent claims for undrawn letters of credit.  Its prepetition
debt is secured by a blanket security interest in all of the
Debtor's assets, and a deeds of trust encumbering the real
property owned by the Debtor, including a parcel of property on
which the Debtor's office sits.

                     Terms of the DIP Financing

The proposed terms of the DIP financing are:

   a. lender may, at its sole discretion, advance up to $350,000
      to the Debtor, as necessary to meet the Debtor's cash needs;

   b. cash advances under the credit line will bear interest at
      15% per annum;

   c. in order to secure the obligations due under the credit
      line, the Debtor will grant lender a blanket security
      interest in all of the Debtor's real and personal property
      assets.  The Debtor will also grant the lender a security
      interest in all of its property and its estate as existing
      collateral;

   d. the security interest and lien granted are referred to as
      the postpetition security interests, which will be deemed
      to secure; (i) obligations under the credit line; and (ii)
      the remainder of existing debt to the extent of the
      dimunition of the value of the existing collateral;

   e. the postpetition security interests will be: (i) senior in
      rank, priority and right of payment to other liens on the
      executive office parcel, furniture and postpetition
      collateral;

   f. lender will be granted a superpriority claim for the debts
      of the Debtor to the lender under the credit agreement;

   g. lender will be permitted to credit bid the obligations due
      under the credit agreement at a Section 363 sale of the U.S.
      Bankruptcy Code.

The Court is set to hear the matter today, Dec. 13, 2007.

Freeland, Washington-based Nichols Brothers Boat Builders Inc. --
http://www.nicholsboats.com/-- provide expertise in the
construction of steel and aluminum vessels.  The Debtor filed for
chapter 11 bankruptcy on Nov. 16, 2007 (W.D. Wa. Case No. 07-
15522).  David C. Neu, Esq., and Marc L. Barreca, Esq., at
Kirkpatrick & Lockhart Preston Gates Ellis LLP represent the
Debtor in its restructuring efforts.


NOVASTAR FINANCIAL: Wachovia Extends Waiver Until January 4
-----------------------------------------------------------
NovaStar Financial Inc. obtained an extension from Dec. 7,
2007, to Jan. 4, 2008, of a waiver relating to an adjusted
tangible net worth covenant with Wachovia Bank, N.A.

The agreements affected by the extended waiver agreement are:

    1. Master Repurchase Agreement (2007 Residual Securities)
       dated as of April 18, 2007, among Wachovia Investment
       Holdings, LLC, Wachovia Capital Markets, LLC, NovaStar
       Mortgage, Inc., NovaStar Certificates Financing LLC, and
       NovaStar Certificates Financing Corp.

    2. Master Repurchase Agreement (2007 Whole Loan) dated as of
       May 9, 2007, among Wachovia Bank, National Association, NFI
       Repurchase Corporation, NMI Repurchase Corporation, NMI
       Property Financing, Inc., HomeView Lending, Inc., NovaStar
       Financial Inc., NFI Holding Corporation and NovaStar
       Mortgage, Inc.

    3. Master Repurchase Agreement (2007 Non-investment Grade)
       dated as of May 31, 2007, among Wachovia Investment
       Holdings, LLC, Wachovia Capital Markets, LLC, NovaStar
       Mortgage, Inc., NovaStar Certificates Financing LLC, and
       NovaStar Certificates Financing Corp.

    4. Master Repurchase Agreement (2007 Investment Grade) dated
       as of May 31, 2007, among Wachovia Bank, N. A., Wachovia
       Capital Markets, LLC, NovaStar Mortgage, Inc., NovaStar
       Certificates Financing LLC, and NovaStar Certificates
       Financing Corp.

    5. Master Repurchase Agreement (New York) dated as of July 6,
       2007, between Wachovia Bank, National Association and
       NovaStar Mortgage, Inc.

In addition to the financing agreements listed, Wachovia also
routinely engages in other ordinary course financial transactions
with the company, including but not limited to financial
derivative transactions, and has acted as an underwriter for
certain securitizations sponsored by the company.

                         About NovaStar

Headquartered in Kansas City, Missouri, NovaStar Financial Inc.
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.

NovaStar Financial's balance sheet as of Sept. 30, 2007, showed
total assets of $4.54 billion, total liabilities of $4.62 billion,
resulting in total stockholders' deficit of $80.7 million.


NY WESTCHESTER: Wants Until April 14 to File Chapter 11 Plan
------------------------------------------------------------
New York Westchester Square Medical Center asks the United States
Bankruptcy Court for the Southern District of New York to further
extend its exclusive periods to:

   a) file a Chapter 11 plan until April 14, 2008; and

   b) solicit acceptances of that plan until June 11, 2008.

The Debtor tells the Court that it needs more time to obtain the
Court's approval of its proposed transition plan and heal grant
application, which are remain under consideration by the
Department of Health to date.

The Debtor relates that the transition plan details its proposal
for the closure and reconstitution of its facilities and the
transition of its assets to New York Presbyterian Hospital.

The Debtor explains that the heal grant application will allow the
Debtor to obtain state funding specifically allocated for the
purpose of meeting the expenses and costs incurred.

The Debtor's exclusive period to file a plan will expire Friday
Dec. 14, 2007.

Headquartered in Bronx, New York, New York Westchester Square
Medical Center -- http://www.nywsmc.org/-- is a not-for-profit,
community acute care hospital and certified stroke center that has
served a working class population in the Bronx community since
1929.  Its primary facility, located at 2475 St. Raymond Avenue,
Bronx, New York 10461, houses 205 beds and provides acute adult
medical and surgical care, emergency medicine and ambulatory
services.  NYWSMC is a membership corporation whose members are
selected by the New York-Presbyterian Healthcare System, Inc.

The company filed for chapter 11 protection on Dec. 19, 2006
(Bankr. S.D.N.Y. Case No. 06-13050).  Burton S. Weston, Esq., at
Garfunkel, Wild & Travis, P.C., represents the Debtor.   Louis A.
Scarcella, Esq., and Robert C. Yan, Esq., at Farrell Fritz PC,
represent the Official Committee Of Unsecured Creditors.  The
Debtor's schedules showed total assets of $49,283,477 and total
debts of $35,502,088.


OCEANIA CRUISES: Regent Seven Deal Cues S&P to Affirm Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Oceania
Cruises Inc. to stable from positive.  At the same time, Standard
& Poor's affirmed its ratings on Oceania, including the 'B'
corporate credit rating.  The outlook revision and ratings
affirmation follow the announcement by Apollo Management L.P. (the
majority owner of Oceania Cruises) that it has agreed to acquire
the Regent Seven Seas Cruises operations from Carlson.
     
While terms of the acquisition have not been publicly disclosed,
it has been announced that Regent Seven Seas Cruises and Oceania
Cruises will be placed under the ownership of Prestige Cruise
Holdings Inc., a corporation controlled by Apollo, and that they
will be maintained as two independent brands.  Still, given the
expected strategic relationship between these entities within
Apollo's portfolio of cruise operators, S&P will likely view the
combined operations as a consolidated enterprise, despite the
likelihood that distinct financing structures will be established.  
Operating lease-adjusted leverage across the consolidated entity
will likely increase from current levels at Oceania, given EBITDA
multiples recently paid for similarly positioned cruise operators.  
With this in mind, we have determined that a stable outlook at the
'B' rating is appropriate until S&P are able to fully review the
proposed financing structure and management's strategy for
the acquired business.
     
Oceania Cruise Inc. is a guarantor and intermediate holding
company for Insignia Acquisition LLC, Nautica Acquisition LLC, and
Regatta Acquisition LLC, each of which is a joint and several
borrower under the company's credit facilities.
     
Miami, Florida-headquartered Oceania currently owns and operates
three identical 698-passenger cruise vessels.  The 'B' rating
reflects the company's vulnerability within the cruise sector
because of its small fleet and niche market strategy, minimal cash
flow diversity with three ships, high debt leverage, the capital-
intensive nature of the industry, and the travel industry's
susceptibility to economic cycles and global political events.  As
a partial offset, the vessels are of high quality, S&P have a
favorable view of the niche segment in which Oceania operates, and
the company has good visibility into future bookings.  While the
acquisition of Regent will expand Apollo's cruise portfolio into
the luxury segment, offering a broader fleet and more diversified
target market, S&P view the luxury segment as slightly more
volatile than Oceania's existing niche.
     
Given its private-company status, Oceania does not publicly
disclose its financial statements.  Credit measures continue to
trend in line with the current rating.  While the recently
announced acquisition of Regent could potentially weaken the
credit quality of the consolidated entity, S&P expect that the
proposed capital structure of the new, consolidated entity will
remain be in line with the current 'B' rating.


POPE & TALBOT: Court Gives Final Approval on DIP Financing
----------------------------------------------------------
The Hon. Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware granted Pope & Talbot Inc. and
its debtor-affiliates authority, on a final basis, to borrow up to
$18,000,000 in term loans and up to $71,062,301 in revolving
credit from Wells Fargo Financial Corporation, as DIP  
administrative agent, and Ableco Financial LLC, as DIP collateral
agent.

The Debtors' obligations under the DIP facility are secured by a
first priority, perfected security interest and lien on all of
the Debtors' assets, including all claims and causes of action
under Chapter 5 of the U.S. Bankruptcy Code.  The DIP Liens are
subject to a carve-out for payment of Clerk of Court fees, U.S.
Trustee fees, and bankruptcy professionals' fees; and certain
permitted liens.

The DIP Facility will terminate on the earlier of:

   (i) Feb. 15, 2008;

  (ii) the date of both (x) the effective date and substantial
       consummation of a Chapter 11 plan of reorganization and
       (y) the effective  date and implementation of a plan of
       compromise or arrangement in the CCAA Proceedings;

(iii) the date on which the stay of the CCAA Proceedings
       expires;

  (iv) the date of the closing of a sale of all or substantially
       all of the the Debtors' assets pursuant to Section 363 of
       the Bankruptcy Code and the CCAA; and

   (v) an earlier date on which all DIP Loans and other
       extensions of credit will become due and payable in
       accordance with the terms of DIP Loan Agreement and other
       DIP Loan Documents.

The Debtors will use the DIP Loan proceeds for working capital
purposes and to repay $25,000,000 in prepetition revolving loan
obligations to Wells Fargo Financial Corporation Canada, as
administrative agent.

Judge Sontchi also authorized the Debtors to pay the required
fees under the DIP Facility.

Pursuant to the DIP Credit Agreement and Final DIP Order, the
Debtors are required to consummate a sale of their wood products
business by Jan. 31, 2008.  They are required to close a sale
of their pulp business by February 15.

A full-text copy of the Final DIP Order is available at no charge
at http://researcharchives.com/t/s?264e

A full-text copy of the Debtors' DIP Budget is available at no
charge at http://researcharchives.com/t/s?264f

As reported in the Troubled Company Reporter on Dec. 10, 2007, the
Official Committee of Unsecured Creditors in the Debtors'
bankruptcy cases asked the Court for to deny the Debtors' proposed
DIP Financing or make modifications to accommodate its objections.  

Jason W. Staib, Esq., at Blank Rome LLP, in Wilmington, Delaware,
the Creditors Committee's proposed counsel, contended that, both  
prior to and since the commencement of the Debtors' Chapter
11 cases, the actions of the Debtors' secured lenders have been
motivated by one central, unwavering and inappropriate goal of
forcing a liquidation of the Debtors' assets at the expense of
the Debtors' other creditor constituents.,

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

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

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

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

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Court Gives Final Okay to Use of Cash Collateral
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has granted Pope & Talbot Inc. and its debtor-affiliates
authority, on a final basis, to use their prepetition lenders'
cash collateral.  The prepetition lenders are granted adequate
protection liens for any diminution in value of the cash
collateral as a result of its use by the Debtors.

The Official Committee of Unsecured Creditors appointed in the
Debtors' bankruptcy cases or any other interested party may
commence until Feb. 8, 2008, any action challenging the
validity, perfection, enforceability and extent of the
prepetition lenders' liens or the Debtors' prepetition loan
obligations.

The Debtors' authority to use the lenders' cash collateral may
terminate in the event they default on their obligations under an
$89,000,000 DIP Credit Facility with Wells Fargo Financial
Corporation, as DIP administrative agent, and Ableco Financial
LLC, as DIP collateral agent.

As reported in the Troubled Company Reporter on Nov. 27, 2007,
the Court granted the Debtors authority, on an interim basis, to
use the lenders' cash collateral in the Debtors' existing bank
operating accounts in an amount not to exceed $14,800,000.

Pope & Talbot Inc. president and chief executive officer Harold
N. Stanton said that the Debtors require the continued use of any
cash that they may have, as well as any cash receipts from
outstanding accounts that they receive after the bankruptcy
filing, to continue to (i) finance their operations, (ii) make
essential payments like employee wages, payroll and other taxes,
and (iii) for the purchase of goods, materials and other general
corporate and working capital purposes in the ordinary course of
the Debtors' businesses.

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

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

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

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

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Canadian Debtors Must Review Sale Terms, PwC Says
----------------------------------------------------------------
PricewaterhouseCoopers Inc., as monitor of the proceedings
commenced by Pope & Talbot Ltd. and its subsidiaries under the
Companies' Creditors Arrangement Act, tells the British Columbia
Supreme Court that one of the conditions to close the Debtors'
asset purchase agreement with International Forest Products
Limited, for the sale of certain of their wood products
business assets is the approval under the Forest Act (BC) of the
transfer of the timber tenure.

To grant the approval, the Monitor explains, the Ministry of
Forest and Range requires that the Canadian Debtors have an
arrangement in place for the payment of stumpage that may be due
after the close of the transaction, for any arrears related to
the period prior to the Closing Date.

"This may require a three-way arrangement between the Ministry,
the purchaser, and P&T," Greg Watson, PricewaterhouseCoopers Inc.
president, points out.

Accordingly, the Monitor has requested that the Canadian Debtors
begin to explore the requirements for this arrangement so that it
does not delay the closing of the transaction.

The Monitor reports that another approval that the Canadian
Debtors will require from the Ministry of Forest and Range
will be the transfer of one small parcel of private land within
Tree Farm License #23.

The Monitor says that once transferred, the private land will
remain within the TFL; however, approval of the transfer may
require certain consultation with the local First Nations.

The Monitor has also requested that the Canadian Debtors begin to
explore the requirements for the consultation so that it does not
delay the closing of the transaction.

As reported in the Troubled Company Reporter on Dec. 10, 2007, the  
Hon. Christoher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware approved the stalking horse
purchase agreement the U.S. Debtors entered into with InterFor.

The Monitor also commented that it is satisfied that, on balance
and under the present circumstances, the Interfor APA was the best
offer available to the Debtors and is appropriate as a stalking
horse bid.

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

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

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

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

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PORTOLA CLO: S&P Assigns 'BB' Rating on $16.5MM Class E Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Portola CLO Ltd./ Portola CLO LLC's $465.5 million
floating-rate notes due November 2021.
     
The preliminary ratings are based on information as of Dec. 11,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

     -- The expected commensurate level of credit support in
        the form of subordination to be provided by the notes
        junior to the respective classes, and by the income
        notes and overcollateralization;

     -- The transaction's cash flow structure, which was
        subjected to various stresses requested by Standard &
        Poor's;

     -- The collateral manager's experience;

     -- The coverage of interest rate risks through hedge
        agreements; and

     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.
   
   
                   Preliminary Ratings Assigned
                Portola CLO Ltd./Portola CLO LLC
   
           Class                Rating        Amount
           -----                ------        ------
           A                    AAA         $360,000,000
           B-1                  AAA          $44,500,000
           B-2                  AAA           $5,000,000
           C                    A            $22,000,000
           D                    BBB          $17,500,000
           E                    BB           $16,500,000
           Income notes         NR           $39,150,000
   

                        NR  -- Not rated.


PRORHYTHM INC: Files for Chapter 11 Protection in Delaware
----------------------------------------------------------
ProRhythm Inc. filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy
Court for the District of Delaware.  The decision to proceed with
Chapter 11 was a result of the inability to reach an agreement
with all involved parties on financing terms and participation.

The company intends immediately to seek relief from certain
contractual restrictions or blocking rights, which currently are
an impediment to its financing efforts.

ProRhythm expects to file its Plan of Reorganization, and to
emerge from Chapter 11 within 6 months.

Subject to court approval, the company has bridge financing in
place and expects to meet all of its financial obligations going
forward and will continue during this time to work toward
completion of the focusAF Clinical Trial for the treatment of
atrial fibrillation with the HIFU Ablation System.

Headquartered in Ronkonkoma, New York, ProRhythm Inc. --
http://www.prorhythm.com/-- develops medical H.I.F.U. products,  
including a device for the treatment of atrial fibrillation.


PRORHYTHM INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ProRhythm, Inc.
        aka Transurgical, Inc.
        105 Comac Street
        Ronkonkoma, NY 11779

Bankruptcy Case No.: 07-11861

Type of Business: The Debtor develops medical H.I.F.U. products,
                  including a device for the treatment of atrial
                  fibrillation.  See http://www.prorhythm.com/

Chapter 11 Petition Date: December 11, 2007

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Chun I. Jang, Esq.
                  Mark D. Collins, Esq.
                  Richards, Layton & Finger, P.A.
                  One Rodney Square
                  920 North King Street, P.O. Box 551
                  Wilmington, DE 19899
                  Tel: (302) 651-7700
                  Fax: (302) 651-7701

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
David E. Acker                 loan                  $2,207,220
175 Harbor Road
St. James, NY 11780

Century Medical, Inc.          loan                  $953,740
1-6-4 Osaki, Shinagawa-Ku
Tokyo 141-8588, Japan

St. Jude Medical, Inc.         trade debt            $529,873
22400 Network Place
Chicag, IL 60673-1224

Lighthouse Capital Partners    loan                  $320,344
500 Drake's Landing Road
Greenbrae, CA 94904

Three Wire Inc.                trade debt            $51,546

Homolka Hospital               trade debt            $28,990

John Hopkins Hospital          trade debt            $27,257

Sentara Norfolk General        trade debt            $26,063
Hospital

William Beaumont Hospital      trade debt            $22,198

Piedmont Hospital              trade debt            $18,780

University of Oklahoma Medical trade debt            $18,478
Center

University of California Los   trade debt            $15,593
Angeles, Cardiac Arrhythmia
Center

University of Oklahoma         trade debt            $10,540

Clevaland Clinic               trade debt            $8,629

Lahey Clinic                   trade debt            $8,255

Hospital of the University of  trade debt            $7,326
Pennsylvania

Agility Centralized Research   trade debt            $7,692
Services, Inc.

Ohio State University Medical  trade debt            $6,065
Center

T.F.X. Medical Ireland         trade debt            $5,686

T.R.S. Technologies            trade debt            $5,380


QUALITY DISTRIBUTION: $60MM Boasso Deal Cues S&P' s Dev. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Quality Distribution Inc. and removed
the rating from CreditWatch, where it was placed with developing
implications on Aug. 24, 2007.  The CreditWatch placement followed
the tank truck carrier's announcement that it had entered into an
agreement to acquire Boasso America Corp. for approximately
$60 million.  The outlook is positive.
     
Boasso America, headquartered in Chalmette, Louisiana, is a
leading provider of tank container and depot services, with
facilities located throughout the U.S.  For the most recent fiscal
year ended March 31, 2007, Boasso generated more than $70 million
in revenues.  "We expect the acquisition to enhance Quality's
presence in the chemical import-export market, which has
historically grown at a rate higher than that of bulk chemical
transportation," said Standard & Poor's credit analyst Anita
Ogbara.  In addition, Boasso's margins have typically been higher
than those of Quality, with the acquisition expected to be
immediately accretive to earnings upon its closing, anticipated in
the fourth quarter of 2007.
     
Ratings on Quality Distribution Inc. reflect its participation in
a low-margin, fragmented industry, combined with a weak, albeit
improving, financial profile.  Quality Distribution is the largest
bulk tank truck carrier in North America.  Through a network of
more than 160 terminals, Quality Distribution LLC, a wholly owned
subsidiary, transports a broad range of chemical products.  The
company also provides customers and affiliates with supplemental
services such as tank washing.  Although the company benefits from
a strong market share in an industry with high barriers to entry,
its customers often have transportation alternatives, depending on
the nature of the shipment.


RADIO SYSTEMS: S&P Affirms All Ratings and Revises Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Knoxville, Tennessee-based Radio Systems Corp. to stable from
positive.  At the same time, Standard & Poor's affirmed
all of its ratings on the company, including its 'B' corporate
credit rating.  Radio Systems Corp had about $182 million in
funded debt outstanding as of Sept. 30, 2007.  
      
"The outlook revision reflects our view that given the company's
weaker-than-expected operating performance and some tightness
under its financial covenants, we no longer see the potential to
raise the ratings over the outlook period," said Standard & Poor's
credit analyst Christopher Johnson.  "However, the company has
reduced leverage since its acquisition of Invisible Technologies
Inc. in September 2006 to levels more appropriate for the current
ratings.  We could consider a negative outlook if the company's
covenant cushion tightens and further pressures liquidity."  
     
The ratings on Radio Systems reflect its exposure to technology
risk, overall narrow product focus, a highly competitive operating
environment, moderate customer concentration with the company's
key retailers, and some vulnerability to weak economic and retail
environments.  Somewhat offsetting these risks are the company's
leading market share in the niche pet
containment and training industry as well as favorable demographic
industry trends in pet ownership and spending.


REALOGY CORP: Moody's Affirms B3 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service assigned an SGL-3 speculative grade
liquidity rating to Realogy Corporation and changed the rating
outlook from stable to negative.  At the same time, Moody's
affirmed the B3 corporate family rating and all other credit
ratings.

Although Moody's base case forecast anticipates that residential
home sale volume and pricing will stabilize beginning in late 2008
or early 2009, the negative rating outlook considers the potential
for a more severe and protracted real estate downturn.

The SGL-3 speculative grade liquidity reflects an adequate
liquidity profile with modestly negative free cash flow from
operations and adequate headroom under financial covenants over
the next four quarters.

If the downturn in the real estate market is more severe than
anticipated by Moody's base case forecast over the next four
quarters, then Moody's could lower the SGL rating.  In such a
scenario, free cash flow from operations could turn sharply
negative and compliance with the leverage covenant could be
challenging.

Realogy is one of the largest real estate service companies in the
United States with reported revenues of about $6.2 billion for the
twelve months ended Sept. 30, 2007.  The company operates in four
segments: real estate franchise services, company owned real
estate brokerage services, relocation services and title and
settlement services.  The franchise brand portfolio includes
Century 21, Coldwell Banker, Coldwell Banker Commercial, ERA and
Sotheby's International Realty.


REGAL ENTERTAINMENT: Moody's Affirms Ba3 Corp. Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 corporate family and
Ba3 probability of default ratings for Regal Entertainment Group,
as well as the instrument ratings as shown below.  The outlook
remains stable.

Regal Entertainment Group,

  -- Affirmed Ba3 Corporate Family Rating
  -- Affirmed Ba3 Probability of Default Rating
  -- Affirmed B2 Rating on Senior Unsecured Convertibles, LGD
     6, 95%

Regal Cinemas Corporation

  -- Affirmed Ba2 rating on Senior Secured Bank Credit
     Facility, LGD3, 38%

Regal's Ba3 corporate family rating reflects high leverage of
approximately 5.2 times debt-to-EBITDA and expectations that
dividends will continue to consume much of Regal's free cash flow.  
Furthermore, like all theater operators, Regal operates in a
mature industry with low to negative growth potential, high fixed
costs and increasing competition from alternative media, and the
company remains vulnerable to the studios' ability to create
product that will drive attendance.  However, as the largest
domestic operator Regal benefits from scale and geographic
diversity.  Good liquidity from internally generated cash flow,
balance sheet cash and an undrawn revolver also supports the
rating.  This liquidity, combined with the incremental term loan
facility established in October 2006, is ample to satisfy the $124
million of outstanding convertible notes that mature in May 2008.  
Finally, Moody's considers Regal's ownership in National CineMedia
additive to its enterprise value.  NCM remains outside the bank
security package so lenders do not have a direct claim on it, but
Regal continues to derive some cash flow from NCM.

Regal Entertainment Group is the parent company of Regal Cinemas
and its subsidiaries.  Regal operates the largest theater circuit
in the United States, consisting of 6,355 screens in 526 theaters
in 39 states.  The company maintains its headquarters in
Knoxville, Tennessee.


RICHMOND REDEV'T: Moody's Holds Ba3 Rating on $5.6MM Bonds
----------------------------------------------------------
Moody's Investors Service has affirmed the Ba3 rating on the
Richmond Redevelopment and Housing Authority's $5.6 million of
outstanding Multi-Family Housing Revenue Bonds (Berkeley
Place/Warwick Place Apartments) Series 1995A.  The rating
affirmation is based upon Moody's review of financial statements
for 2006, interim financial statements through 10/31/2007 and
occupancy reports from management.  The stable outlook has also
been affirmed based upon stable occupancy and debt service
coverage consistent with this rating category.

Legal Security: The bonds are limited obligations payable solely
from the revenues, receipts and security pledged in the Trust
Indenture.

Credit Strengths

  -- Stable occupancy history
  -- Market forecasts for Richmond that indicate multi-family
     occupancy approximately 94% for the next three years and
     average annual rent growth of over 2.5% for the same time
     period

Credit Challenges

  -- The building is older as it was constructed in 1963
  -- Absence of a lock box payment system
  -- Absence of a reserve and replacement fund
  -- Debt service reserve sized to « maximum annual debt
     service

Recent developments/results:

Debt service coverage for the full year 2006 was 1.17x. Interim
statements indicate debt service coverage will likely remain in
the same range for the full year 2007.  Occupancy continues to be
credit strength for the properties as they have a weighted average
of 95.5% in September 2006.

Market data provided by Torto Wheaton Research indicate that
multi-family occupancy in Central Richmond for 2007 is 94.5%.  TWR
forecasts that occupancy in the Richmond market will stay at or
above 93.9% through 2009 and rent inflation will average 2.65%
through the same time period.  Moody's believes that the debt
service coverage in 2006 and the forecast for 2007 are appropriate
for the Ba3 rating category when considering a stable market
balanced with credit challenges listed above.
Outlook

The outlook for the bonds is stable base upon a stable occupancy
history and a stable market.


RJO HOLDINGS: Increased Leverage Cues Moody's to Lower Rating
-------------------------------------------------------------
Moody's Investors Service downgraded to B3 from B2 the corporate
family rating of RJO Holdings Corp.  The rating outlook is
negative.

The agency noted that the downgrade reflects the sizable increase
in the company's cash-flow leverage as a result of both earnings
weakness and $50 million of additional borrowing under RJO's
revolving credit facility.  RJO's second and third quarter results
have been negatively affected by the risk aversion of its end-
clients in the introducing broker segment.  In many cases, RJO's
clients have been reducing their trading activity and balances in
the wake of unusually high market volatility.

While Moody's considers this underperformance to be cyclical and
not a reflection of any weakening in RJO's franchise strength, it
does nevertheless put significant pressure on the company's
ability to service its debt while remaining in compliance with
indenture covenants.  Furthermore, as a result of drawing on its
revolving credit facility in order to maintain required regulatory
capital at its regulated Futures Commission Merchant subsidiary,
RJO is now faced with higher indebtedness and interest costs and,
with the revolver now fully drawn, has fewer sources of external
liquidity. .

The negative rating outlook reflects Moody's expectations that
RJO's financial flexibility will continue to be constrained by its
high level of indebtedness.  If earnings do not rebound over the
next several quarters, the company may also have difficulty
meeting its leverage covenant, short of seeking an additional
infusion of equity into the firm.  At the same time, RJO's scale
and operating leverage mean that if business conditions recover,
the firm should generate substantial amounts of free cash flow to
reduce debt.  The outlook would be changed to stable if this
occurs and leverage returns to more normal levels.

These ratings were lowered:

RJO Holdings Corp.:

  -- Corporate Family Rating -- B3 from B2
  -- $385 Million 7-Year First-Lien Term Loan -- B3 from B2
  -- $50 Million 6-Year First-Lien Revolving Credit Facility --
     B3 from B2
  -- $150 Million 8-Year Second-Lien Term Loan -- Caa1 from B3

The outlook on all the ratings is negative.

RJO Holdings Corp. is a holding company whose principal
subsidiary, R.J. O'Brien & Associates, Inc., is among the largest
US independent futures brokerage firms and is a full clearing
member of all the major US futures exchanges.  For the year ended
Dec. 31, 2006, the company reported revenues of
$325 million and over $2.1 billion in total segregated customer
assets.


SF CONCEPTS: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: S.F. Concepts, Inc.
        dba Simply Fondue
        770 East Road to Six Flags
        Arlington, TX 76011

Bankruptcy Case No.: 07-42929

Type of Business: The Debtors own and manages a restaurant chain.  
                  See http://www.simplyfondue.com/

Chapter 11 Petition Date: December 11, 2007

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591

Estimated Assets:        Less than $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Internal Revenue Service       $1,768,160
Special Procedures Room 9A20
1100 Commerce Street,
5024 DAL
Dallas, TX 75242

Metroplex Retail Concepts, I,  $68,997
L.P.
c/o James Billingsley
2800 Bank One Center
Dallas, TX 75201

Advance Me, Inc.               $19,711
600 Town Park Lane
Suite 500
Kennesaw, GA 30144

Suez Energy                    $3,860


SHENANDOAH VIEW: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Shenandoah View Court, L.L.C.
        4520 South Sherwood Forest Boulevard
        Suite 104-283
        Baton Rouge, LA 70816

Bankruptcy Case No.: 07-11740

Chapter 11 Petition Date: December 11, 2007

Court: Middle District of Louisiana (Baton Rouge)

Debtor's Counsel: William E. Steffes, Esq.
                  Steffes, Vingiello & McKenzie, L.L.C.
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, La 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

Debtor's Financial Condition as of November 2007:

Total Assets: $1,477,319

Total Debts:  $1,841,057

Debtor's Five Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
2121 Design                    $14,346
3388 Brentwood Drive
Baton Rouge, LA 70806

Custom Design Builders         $9,162
4520 South Sherwood
Forest Boulevard,
Suite 104-283
Baton Rouge, LA 70816

R. Wayne Pugh & Co.            $6,800
7423 Picardy, Suite F
Baton Rouge, LA 70808

Salley, Hite, Rivera & Mercer  $5,238

Hannis T. Bourgeois            $595


SHERMAN SENIOR: Case Summary & 18 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sherman SeniorHealth Services, Inc.
        dba Community Specialty Hospital
        1111 Gallagher Drive
        Sherman, TX 75090

Bankruptcy Case No.: 07-42901

Type of Business: The Debtor operates a health care business.

Chapter 11 Petition Date: December 7, 2007

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Hughes Luce LLP
                  Daniel I. Morenoff, Esq.
                  Jeffrey R. Fine, Esq.
                  1717 Main Street, Suite 2800
                  Dallas, TX 75201
                  Tel: (214) 939-5645
                  Fax: 214-939-5849

Total Assets: $1,382,148

Total Debts:  $6,266,950

Debtor's list of its 18 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Senior Health, Inc.                                  $2,560,000
49 Music Square
Nashville, TN 37203

Medical Provider Agreements                          $2,300,000
c/o Trailblazer Health Enterprises
8330 LBJ Expressway
Executive Center III
Dallas, TX 75243

Fuller Selle, Inc.                                     $375,730
777 East Sonterra Boulevard
San Antonio, TX 78258

Wilson N. Jones Memorial Hospital                      $346,530

Fifth Third Leasing Company                            $122,041

Owens & Minor                                           $58,617

Champion Energy Services                                $47,257

Labcorp                                                 $41,593

American Express                                        $38,603

Metro Linen Company                                     $28,124

Spheris                                                 $20,814
Bank of America

Texas Mutual Insurance Co.                              $19,797

Roadrunner X-Ray, Inc.                                  $17,485

Amlin Pump Service                                      $17,073

Express Services, Inc.                                  $15,711

Corporate Express, Inc.                                 $14,163

American National Insurance Co.                         $13,408

Xerox Corp                                              $10,785


SILVERTON CASINO: S&P Withdraws Ratings at Company's Request
------------------------------------------------------------
Standard & Poor's Rating Services has withdrawn its ratings on Las
Vegas-based Silverton Casino LLC at the company's request.

Ratings List

Ratings Withdrawn
                            To     From
                            --     ----
Silverton Casino LLC
Corporate Credit Rating    NR     B/Stable/--
Second Mortgage Notes      NR     B- (Recovery Rating: 5)


SIMON WORLDWIDE: Sept. 30 Balance Sheet Upside-Down by $13.4 Mil.
-----------------------------------------------------------------
Simon Worldwide Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $21.5 million in total assets, $1.5 million in total
liabilities, and $33.4 million in redeemable preferred stock,
resulting in a $13.4 million total stockholders' deficit.

The company reported a a net loss of $553,000 for the third
quarter ended Sept. 30, 2007, compared with a net loss of $408,000
in the same period last year.

The company generated no sales or gross profits during the three
months ended Sept. 30, 2007, and 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2655

                     Going Concern Doubt

BDO Seidman LLP, in Los Angeles, expressed substantial doubt about
Simon Worldwide Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2006, and 2005.  The auditing firm
reported that the company has a stockholders' deficit, has
suffered significant losses from operations, has no operating
revenue and faces significant legal actions.

Since August 2001, the company has concentrated its efforts on
reducing its costs and settling numerous claims, contractual
obligations, and pending litigation.

The Board of Directors of the company continues to consider
various alternative courses of action for the company going
forward, including possibly acquiring or combining with one or
more operating businesses.  The Board of Directors has reviewed
and analyzed a number of proposed transactions and will continue
to do so until it can determine a course of action going forward
to best benefit all shareholders, including the holder of the
company's outstanding preferred stock.

                      About Simon Worldwide

Headquartered in Los Angeles, Calif., Simon Worldwide Inc. was
a diversified marketing and promotion agency with offices
throughout North America, Europe and Asia.  The company had worked
with some of the largest and best-known brands in the world and
had been involved with some of the most successful consumer
promotional campaigns in history.  Through its wholly owned
subsidiary, Simon Marketing Inc., the company provided
promotional agency services and integrated marketing solutions
including loyalty marketing, strategic and calendar planning, game
design and execution, premium development and production
management.

In August 2001, McDonald's Corp, its principal customer,
terminated its 25-year relationship with the company as a result
of the embezzlement by a former employee of winning game pieces
from McDonald's promotional games it administered.  Other
customers also terminated their relationships with the company.


SOUNDVIEW HOME: Moody's Downgrades Ratings on 27 Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 27
tranches and placed on review for possible downgrade the ratings
of 11 tranches from 4 deals issued Soundview Home Loan Trust in
2007.  The collateral backing these classes consists of primarily
first lien, fixed and adjustable-rate, subprime mortgage loans.

In its analysis, Moody's has combined its published methodology
updates as of July 13, 2007 to the non delinquent portion of the
transactions.  Collateral backing these transactions is also
experiencing higher than anticipated rates of delinquency,
foreclosure, and REO relative to credit enhancement levels.

Complete list of Rating Actions:

Issuer: Soundview Home Loan Trust 2007-1

  -- 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 Baa2, previously A2,
  -- Cl. M-6, Downgraded to Ba1, previously A3,
  -- Cl. M-7, Downgraded to Ba3, previously Baa1,
  -- Cl. M-8A, Downgraded to B3, previously Baa2,
  -- Cl. M-8B, Downgraded to B3, previously Baa2,
  -- Cl. M-9, Downgraded to Caa2, previously Baa3,
  -- Cl. M-10, Downgraded to C, previously Ba1.

Issuer: Soundview Home Loan Trust 2007-NS1, Asset-Backed
Certificates, Series 2007-NS1

  -- 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: Soundview Home Loan Trust 2007-OPT1

  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A3, previously A1,
  -- Cl. M-5, Downgraded to Baa2, previously A2,
  -- Cl. M-6, Downgraded to Ba2, previously A3,
  -- Cl. M-7, Downgraded to B1, previously Baa1,
  -- Cl. M-8, Downgraded to B3, previously Baa2,
  -- Cl. M-9, Downgraded to Caa2, previously Baa3,
  -- Cl. M-10, Downgraded to C, previously Ba1.

Issuer: Soundview Home Loan Trust 2007-WMC1

  -- Cl. I-A-1 Currently Aaa on review for possible downgrade,
  -- Cl. II-A-1 Currently Aaa on review for possible downgrade,
  -- Cl. III-A-3 Currently Aaa on review for possible
     downgrade,
  -- Cl. III-A-4 Currently Aaa on review for possible
     downgrade,
  -- Cl. M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to B3, previously A1,
  -- Cl. M-5, Downgraded to Caa3, previously A2,
  -- Cl. M-6, Downgraded to Ca, previously A3,
  -- Cl. M-7, Downgraded to C, 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.


SUNDALE LTD: Case Summary & 10 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sundale, Ltd.
        fka Sundale Associates, Ltd.
        9100 North Kendall Drive
        Miami, FL 33176

Bankruptcy Case No.: 07-21016

Type of Business: The Debtor is an operative builder.

Chapter 11 Petition Date: December 12, 2007

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Peter D. Russin, Esq.
                  Meland, Russin & Budwick, P.A.
                  200 South Biscayne Boulevard, Suite 3000
                  Miami, FL 33131
                  Tel: (305) 358-6363
                  Fax: (305) 358-1221

Estimated Assets: $50 Million to $100 Million

Estimated Debts:   $10 Million to $50 Million


Debtor's 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Armando Codina                                       Unknown
2855 LeJeune Road, 4th Floor
Miami, FL 33134

C/C.S.M.B. Associates, Ltd.                          Unknown
c/o Lawrence Gragg
White and Case
200 South Biscayne Boulevard,
Suite 4900
Miami, FL 33131

C.S.M.B. Associates, Ltd.                            Unknown
c/o Lawrence Gragg
White and Case
200 South Biscayne Boulevard,
Suite 4900
Miami, FL 33131

Codina Group, Inc.                                   Unknown
2855 LeJeune Road, 4th Floor
Miami, FL 33134

Codina Realty Services, Inc.                         Unknown
2855 LeJeune Road, 4th Floor
Miami, FL 33134

C.S.M.B. Condominium, L.L.C.                         Unknown
c/o Lawrence Gragg
White and Case
200 South Biscayne Boulevard,
Suite 4900
Miami, FL 33131

C.S.M.B. G.P., Inc.                                  Unknown
c/o Lawrence Gragg
White and Case
200 South Biscayne Boulevard,
Suite 4900
Miami, FL 33131

F.P.&L.                        Utilities             Unknown
General Mail Facility
Miami, FL 33188-0001

Miami Dade Water and Sewer     Utilities             Unknown
Department
P.O. Box 026055
Miami, FL 33102-6055

Miami-Dade County Tax          Real Property         Unknown
Collector                      Taxes
140 West Flagler Street,
14th Floor
Miami, FL 33130


TECUMSEH PRODUCTS: Completes $10 Mil. Auto & Specialty Biz Sale
---------------------------------------------------------------
Tecumseh Products Company has completed the sale of its
automotive & specialty business operations, to be known as Von
Weise USA Inc., to an affiliate of Sun Capital Partners Inc.  The
purchase price was $10 million in cash.

The transaction included Tecumseh's facilities in Eaton Rapids,
Michigan; Nappanee, Indiana; Juarez, Mexico; and Cambridge,
Ontario.  

The automotive & specialty business, which operated under the
"Fasco" name prior to the sale of other divisions of the
Electrical Components business segment to Regal Beloit
Corporation, is conducting business as "Von Weise USA Inc." in the
U.S., "TPC Motores de Mexico, S. de R.L. de C.V." in Mexico, and
"Von Weise of Canada Company" in Canada, and will be doing
business henceforth under the Von Weise brand.

Rothschild Inc. served as financial advisor to Tecumseh.

               About Sun Capital Partners Inc.

Sun Capital Partners Inc. is a private investment firm focused
on leveraged buyouts, equity, debt, and other investments in
companies that can benefit from its in-house operating
professionals and experience.  Sun Capital affiliates have
invested in and managed more than 170 companies worldwide since
Sun Capital's inception in 1995.  Sun Capital has offices in Boca
Raton, Los Angeles, and New York, and affiliates with offices in
London, Tokyo, and Shenzhen.

                About Tecumseh Products Company

Headquartered in Tecumseh, Michigan, Tecumseh Products Company
(Nasdaq: TECUA, TECUB) -- http://www.tecumseh.com/-- manufactures  
hermetic compressors for air conditioning and refrigeration
products, gasoline engines and power train components for lawn and
garden applications, submersible pumps, and small electric motors.  
The company has offices in Italy, United Kingdom, Brazil, France,
and India.

In March of 2007, the company's Brazilian engine subsidiary, TMT
Motoco, was granted permission by the Brazilian courts to pursue a
judicial restructuring, similar to a U.S. filing for Chapter 11
bankruptcy protection.  The TMT Motoco filing in
Brazil constituted an event of default with our domestic lenders.  
On April 9, 2007, the company obtained amendments to its First and
Second Lien Credit Agreements that cured the cross-default
provisions triggered by the filing in Brazil.


TOM STYLES: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tom Styles Automotive
        dba Pensacola Polaris
        1614 South Main Street
        Atmore, AL 36502

Bankruptcy Case No.: 07-13724

Type of Business: The Debtor is a car dealer.

Chapter 11 Petition Date: December 11, 2007

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Michael B. Smith, Esq.
                  P.O. Box 40127
                  Mobile, AL 36640
                  Tel: (251) 441-8077

Total Assets:  $440,921

Total Debts: $1,028,321

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Small Dealers Assistance       value of collateral:  $582,000
2700 Ridgewood Circle          $128,571
Northwest
Atlanta, GA 30327

Regions Bank                   Bank loan             $117,563
598 East Church Street
Atmore, AL 36502

Gulf States Auto Auction       Trade debt; value     $119,000
6615 Mobile Highway            of collateral:
Pensacola, FL 32526            $128,571; value of
                               security: $9,571

Dr. Brent Thomas               Bank loan             $92,500

Whitney Bank                   Bank loan             $65,547

Polaris Acceptance Corp.       Trade debt            $34,219

I.R.S.                                               $11,492

State of Alabama                                     $6,000


TRANSDIGM INC: Moody's Holds All Ratings with Stable Outlook
------------------------------------------------------------
Moody's affirmed all ratings of TransDigm, Inc. including the B1
Corporate Family Rating, Ba3 senior secured bank credit facilities
rating, and B3 senior subordinated notes rating, and changed the
outlook to stable from negative.  Moody's stabilized the company's
ratings outlook based on strong financial results for the fiscal
year ending Sept. 30, 2007, which resulted in improved credit
metrics and provided evidence that the integration of Aviation
Technologies, Inc., the company's largest acquisition to date, is
being successfully implemented.  Leverage pro forma for a full
year of ATI has improved to under five times while interest
coverage is in the mid two-times range.  The company maintained
high operating margins for FY07 despite the dilutive impact of
ATI, and generated substantial free cash flows despite a
significant increase in debt and interest expense associated with
the ATI acquisition.

TransDigm's B1 Corporate Family Rating continues to reflect the
company's high leverage as well as uncertainty about the size and
funding of potential future acquisitions.  The rating also
considers TransDigm's demonstrated ability to maintain robust
profit margins while growing revenues through acquisitions as well
as organically.  TransDigm's strong margins typically lead to
substantial free cash generation, which, while supportive of the
rating, is expected to be used primarily to fund future
acquisitions or other shareholder enhancements rather than debt
repayment.  TransDigm's revenues, $630 million pro forma FY07,
continue to benefit from strong and relatively stable commercial
and military aerospace aftermarket demand and, following the
integration of ATI, have achieved a volume such that risk
associated with modest acquisitions in the future should be
minimal.

The stable outlook reflects Moody's expectation for steady
operating margins based on strong aftermarket demand and
successful integration of modestly-sized acquisitions over the
near term.

Ratings or their outlook could be negatively impacted if TransDigm
were to significantly increase debt levels for a transformational
acquisition or potential shareholder enhancement, such as share
repurchases, or if margins were to systematically deteriorate
resulting in the following metrics:

  -- Leverage of greater than 6.0 times;
  -- Interest Coverage less than 1.5 times; or
  -- Retained Cash Flow to debt of less than 5%.

The ratings or their outlook could be revised upward if the
company were to grow revenues while maintaining stable margins, or
repay debt thereby sustaining metrics at these levels:

  -- Leverage of less than 4.5 times;
  -- Interest Coverage greater than 2.5 times; or
  -- Retained Cash Flow to debt of at least 10%.

These ratings have been affirmed/revised:

Issuer: TransDigm Inc.

  -- Senior secured revolving credit facility due 2012, at Ba3
     (LGD2-29%)
  -- Senior secured term loan due due 2013, at Ba3 (LGD2-29%)
  -- Senior subordinated notes due 2014, at B3 (LGD5-84%)

Outlook Actions:

Issuer: TransDigm Inc.

  -- Outlook, Changed To Stable From Negative

Headquartered in Cleveland, Ohio, TransDigm Inc. is a leading
manufacturer of highly engineered aerospace components to
commercial airlines, aircraft maintenance facilities, original
equipment manufacturers and various agencies of the U.S.
Government.  TransDigm Inc. is the wholly-owned subsidiary of
TransDigm Group Inc.


TRANSGLOBAL PROPERTIES: Case Summary & Two Largest Creditors
------------------------------------------------------------
Debtor: Transglobal Properties, L.L.C.
        555 East Ocean Boulevard, Suite 224
        Long Beach, CA 90802-5050

Bankruptcy Case No.: 07-21581

Chapter 11 Petition Date: December 11, 2007

Court: Central District Of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Todd C. Ringstad, Esq.
                  Ringstad & Sanders, L.L.P.
                  2030 Main Street, Suite 1200
                  Irvine, CA 92614
                  Tel: (949) 851-7450

Estimated Assets: $1 Million to $10 Million

Estimated Debts:     $500,000 to $1 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Armstrong & Brooks Consulting  engineering services  $65,998
Engineers, Inc.
1530 Consumer Circle, Suite B
Corona, CA 92880

County of Riverside            property taxes        $10,000
Paul McDonnell, Treasurer
P.O. Box 12005
Riverside, CA 92502-2205


TRIPLE H: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Triple H Auto & Truck Sales, Inc.
        7141 Theodore Dawes Road
        Theodore, AL 36582

Bankruptcy Case No.: 07-13734

Type of Business: The Debtor sells used cars and trucks in retail.

Chapter 11 Petition Date: December 11, 2007

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Michael B. Smith, Esq.
                  P.O. Box 40127
                  Mobile, AL 36640
                  Tel: (251) 441-8077

Total Assets: $1,110,000

Total Debts:  $654,368

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
New Horizon                    $27,600
P.O. Box 2966
Mobile, AL 36652

Chrysler Auto Finance          $25,270
39200 West Six Mile Road
Livonia, MI 48152

Hancock Bank                   $16,100
P.O. Box 4020
Gulfport, MS 39502

E.L.M.                         $16,000

Army Aviation                  $16,000

Hancock Bank                   $15,000

State Of Alabama               $12,520

Citi Finance                   $12,246

Americredit                    $12,000

Chase Auto Finance             $8,233

County Of Mobile               $6,260

Harrison Finance               $4,139

American General Auto          $3,000


UNIVERSAL GUARDIAN: Posts $2.2 Million Net Loss in Third Quarter
----------------------------------------------------------------
Universal Guardian Holdings Inc. reported a net loss of $2,293,939
on net revenue of $4,451,909 for the third quarter ended Sept. 30,
2007, compared with a net loss of $2,959,656 on net revenue of
$5,445,961 in the corresponding period a year ago.

The decline in revenues for the three-month interim period ended
Sept. 30, 2007, as compared to the corresponding interim period in
fiscal 2006, was principally attributable to the inability of the
company's Services Group to provide a number of services under
existing contracts in Afghanistan due to delays in funding from
the U.S. government and new government-imposed restrictions on
private security travel.

Selling, general and administrative expenses for the three-month
interim period ended Sept. 30, 2007, was $2,727,643, as compared
to $5,639,562 for the corresponding interim period in fiscal 2006.

On July 30, 2007, the company eliminated significant operational
and overhead costs by suspending U.S.- based operations.  

Interest expense for the three-month interim period ended
Sept. 30, 2007 was $235,964, as compared to $423 for the
corresponding interim period in fiscal 2006.

Amortization of debt discount for the three-month interim period
ended Sept. 30, 2007 was $565,157,as compared to $0 for the
corresponding interim period in fiscal 2006.  

At Sept 30, 2007, the company's consolidated balance sheet showed
$7,795,840 in total assets, $6,600,314 in total liabilities, and
$1,170,262 in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $2,680,588 in total current assets
available to pay $3,690,045 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?2654

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 30, 2007,
AJ Robbins PC in Denver, expressed substantial doubt about
Universal Guardian Holdings Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
reported that the company has experienced recurring losses and
negative cash flows from operations and has a capital deficit at
Dec. 31, 2006.

                     About Universal Guardian

Based in Newport Beach, Calif., Universal Guardian Holdings Inc.
(OTC BB: UGHO.OB) -- http://www.UniversalGuardian.com/-- and its  
subsidiaries provide a comprehensive range of security products,
systems, and services designed to mitigate terrorist and security
threats worldwide.


UNITED RENTALS: Tender Offer Expiration Date Extended to Dec. 21
----------------------------------------------------------------
United Rentals, Inc., disclosed that the expiration time and date
for the previously announced debt tender offers and consent
solicitations being made by the company's wholly owned subsidiary,
United Rentals (North America), Inc., have been extended to 12:00
midnight, New York City time, on December 21, 2007.

The Offers, which are being conducted pursuant to URNA's Offer to
Purchase and Consent Solicitation Statement and related Consent
and Letter of Transmittal, dated Oct. 16, 2007, relate to URNA's
outstanding:

   -- 6-1/2% Senior Notes due 2012;
   -- 7-3/4% Senior Subordinated Notes due 2013; and
   -- 7% Senior Subordinated Notes due 2014.

The extension of these tender offers demonstrates that the company
continues to fulfill all of its obligations under the merger
agreement with affiliates of Cerberus Capital Management, L.P.  As
previously disclosed by the company, it stands ready to complete
the merger transaction on the agreed-upon terms.

As of 5:00 p.m., New York City time, on Dec. 7, 2007, URNA had
received tenders of Notes and deliveries of related consents from
holders of:

   -- approximately $999,138,850, or 99.91%, of the $1,000,000,000
      aggregate principal amount of the 6-1/2 % Notes outstanding,

   -- approximately $517,994,000, or 98.67%, of the $525,000,000
      aggregate principal amount of the 7 3/4 % Notes outstanding,
      and

   -- approximately $371,864,093, or 99.16%, of the $375,000,000
      aggregate principal amount of the 7% Notes outstanding.

The consent payment deadline relating to the Notes expired on
Oct. 29, 2007 at 5:00 p.m., New York City time, and has not been
extended.

Except for the extension of the expiration time and date, the
Offers and the Statements remain in full force.  URNA's obligation
to accept for purchase, and to pay for, Notes and consents validly
tendered and not withdrawn pursuant to the Offers remains subject
to the terms and conditions of the Statements.  These include the
satisfaction or waiver of certain conditions, including, among
others, the consummation of the contemplated merger of RAM
Acquisition Corp., an entity indirectly controlled by affiliates
of Cerberus, with and into the Company pursuant to the terms of
the merger agreement and URNA having sufficient available funds to
pay the total consideration with respect to all Notes.

In light of Cerberus' recent repudiation of its obligations under
the merger agreement, there can be no assurances that the Merger
will occur or that the Offers will be consummated.  The company
has recently initiated litigation in the Delaware Court of
Chancery against RAM and its parent, RAM Holdings, Inc., seeking
to compel the two RAM entities to complete the agreed-upon
transaction.

URNA has retained Credit Suisse Securities (USA) LLC, Banc of
America Securities LLC, Morgan Stanley & Co. Incorporated and
Lehman Brothers Inc. to serve as the Dealer Managers and
Solicitation Agents for the Offers.  Requests for documents may be
directed to:

       D.F. King & Co., Inc.
       Tender Agent and Information Agent
       Tel: (800) 488-8095 (toll-free) or
            (212) 269-5550 (collect).

Questions regarding the Offers may be directed to:

       * Credit Suisse Securities (USA) LLC,
         Tel: (212) 325-4951 (collect),

       * Banc of America Securities LLC
         Tel: (888) 292-0070 (toll-free) or
              (704) 388-9217 (collect),

       * Morgan Stanley & Co. Incorporated
         Tel: (800) 624-1808 (toll-free) or
              (212) 761-1864 (collect), or

       * Lehman Brothers Inc.
         Tel: (800) 438-3242 (toll-free) or
              (212) 528-7581 (collect).

                        About United Rentals

United Rentals Inc. -- http://www.unitedrentals.com/-- (NYSE:     
URI) is an equipment rental company with an integrated network of
over 690 rental locations in 48 states, 10 Canadian provinces and
one location in Mexico.  The company's approximately 11,500
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 20,000 classes of rental equipment with a total original
cost of $4.3 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on United Rentals Inc. and its wholly owned
subsidiary United Rentals Inc. remain on CreditWatch with negative
implications.


VICTORY MEMORIAL: Gets Bridge Order Extending Exclusive Periods
---------------------------------------------------------------
The Honorable Carla E. Craig of the United States Bankruptcy
Court for the Eastern District of New York issued a bridge order
extending Victory Memorial Hospital and its debtor affiliates'
exclusive periods to:

   a) file a Chapter 11 liquidation plan until Feb. 11, 2008;
      and

   b) solicit acceptances of that plan until April 14, 2008.

As reported in the Troubled Company Reporter on Nov. 30, 2007,
the Debtors ask the Court to further extend their exclusive
periods to file a Chapter 11 plan until March 11, 2008.

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

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

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

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

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

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

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

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

                      About Victory Memorial

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

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


WILLIAMS PARTNERS: Completes $750 Million Wamsutter Buyout
----------------------------------------------------------
Williams Partners L.P. has completed its acquisition of certain
membership interests in Wamsutter LLC, the limited liability
company that owns the Wamsutter system, from Williams Companies
Inc. for $750 million.

The Wamsutter system includes an approximate 1,700-mile natural
gas gathering system in the Washakie Basin in south-central
Wyoming and the Echo Springs cryogenic processing plant near
Wamsutter, Wyoming.

Williams Partners completed the transaction after closing
a public equity offering of 9.25 million common units that yielded
net proceeds of approximately $335.2 million.

The partnership financed the remainder of the purchase price
through utilizing $250 million of term loan borrowings, issuing
approximately $157.2 million of common units to Williams, and
increasing its general partner's capital account by approximately
$10.3 million to maintain its 2% general partner interest.

The term loan is under Williams Partners' new $450 million five-
year senior unsecured credit facility that became effective
simultaneous with the closing of the Wamsutter transaction.  The
remaining $200 million of capacity under the new facility is
available for revolving credit borrowings.

The board of directors of the general partner of Williams Partners
approved the transaction based on a recommendation from its
conflicts committee.  The conflicts committee, which is comprised
of independent directors, retained independent legal and financial
advisers to assist it in evaluating and negotiating the
transaction.

                  About Williams Companies Inc.

Headquartered in Tulsa, Oklahoma, Williams Companies Inc.(NYSE:
WMB) - http://www.williams.com/-- through its subsidiaries,  
finds, produces, gathers, processes and transports natural gas.
Williams' operations are concentrated in the Pacific Northwest,
Rocky Mountains, Gulf Coast, and Eastern Seaboard.

                 About Williams Partners L.P.

Headquartered in Tulsa, Oklahoma, Williams Partners L.P. (NYSE:
WPZ) - http://www.williamslp.com/-- is a publicly traded master  
limited partnership formed by The Williams Companies Inc. that
owns natural gas gathering, transportation, processing and
treating assets serving regions where producers require large
scale and reliable services, including the Gulf of Mexico and the
San Juan Basin in New Mexico and Colorado.  The partnership also
serves the natural gas liquids market through its NGL
fractionating and storage assets.   The general partner is
Williams Partners GP LLC.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2007,
Moody's Investors Service placed the Ba3 corporate family rating
of Williams Partners L.P. and its affiliate, Williams Partners
Finance Corporation, under review for possible upgrade.


YAZAKI INT'L: S&P Withdraws 'B+' Rating at Company's Request
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on Yazaki International Corp. at the company's
request.  The Canton, Michigan-based automotive supplier has no
rated debt.


* Chadbourne & Parke-London Adds 3 Partners to Finance Practice
--------------------------------------------------------------
Jon Nash, Sohail Barkatali and Agnieszka Klich are joining
Chadbourne & Parke LLP's London office as partners and members of
the project finance practice.

The three are coming to Chadbourne from Berwin Leighton Paisner in
London, where they had been partners working together on
transactions in the finance department.

"The addition of Jon, Sohail and Agnieszka is a major enhancement
of Chadbourne's ability to serve our project finance clients,"
Chadbourne managing partner Charles K. O'Neill, said.  "They are
exceptionally experienced lawyers who have worked on major
projects throughout the Middle East and
Africa, across all sectors of project finance.  They are a most
welcome addition to our practice and the London office."

The three lawyers are joining a practice that has substantially
expanded its resources over the past year.  In March 2007, three
partners and three associates joined Chadbourne's project finance
practice in the Los Angeles office and the group there has grown
to 12 lawyers.  In May, the firm opened an office in Dubai, the
United Arab Emirates, to better serve energy and other clients in
the Middle East.  And in October, the firm
elected three lawyers with project finance and energy experience
to the partnership.  Worldwide, Chadbourne has over 90 lawyers in
its project finance practice.

"We very much enjoyed our years at Berwin Leighton Paisner, but
the opportunity to join a firm with such a deep history of energy
and project finance work was one we could not ignore," Mr. Nash
said.  "We look forward immensely to contributing our part to such
a prestigious worldwide practice."

"We are delighted to welcome Jon to the firm and look forward to
the arrival of Sohail and Agnieszka in due course," said Claude
Serfilippi, Chadbourne's London office managing partner. "They
have advised on some of the most notable project finance
transactions to close over the last few months."

The team's transactions include the Marafiq independent water
and power project in Saudi Arabia, the Taweelah A10 refinancing in
the Emirates, the Barka 2/Rusail project and Sur desalination
projects in Oman.  The three currently have roles on the Saudi
Landbridge rail project, two Abu Dhabi wastewater projects and a
Portuguese wastewater project.

Mr. Nash has advised clients on projects in the Middle East,
Africa, the United Kingdom, Europe and Asia, with a focus on
energy, water and infrastructure in emerging markets. Mr. Nash
holds an LL.B., honours, and an LL.M. in international law from
Nottingham University, and he passed the Law Society Finals at the
College of Law, York.

Mr. Barkatali is a commercial lawyer with a focus on the energy
and water sectors.  He has worked on projects in the Middle East,
Africa, the United Kingdom, Europe and Asia.  His transactions
have involved independent water and power producer projects, water
and wastewater concessions, unbundling and restructuring
electricity supply industries, production sharing arrangements,
cross-border transportation agreements, sale and
purchase agreements, the disposal of oil and gas interests and
assets, regulatory matters and privatizations.

Mr. Barkatali holds an LL.B., honours, and an LL.M. in commercial
and corporate law from the London School of Economics and
Political Science, and he passed the Law Society
Finals at the College of Law, Lancaster Gate.

Ms. Klich specializes in international project finance, with a
focus on transactions in emerging markets involving oil and gas,
mining, power and water. She has extensive experience with ECAs
and multilateral financings.  Ms. Klich has advised lenders,
developers and equity investors on project financings.

She holds a B.A. in history, summa cum laude, from the University
of Houston, an M.A. in regional studies from Harvard University
and a J.D. from Stanford University Law School.

                 About Chadbourne & Parke LLP

Headquartered in New York City, Chadbourne & Parke LLP --
http://www.chadbourne.com/-- is a law firm that provides a full  
range of legal services, including mergers and acquisitions,
securities, project finance, private funds, corporate finance,
energy, communications and technology, commercial and products
liability litigation, securities litigation and regulatory
enforcement, special investigations and litigation, intellectual
property, antitrust, domestic and international tax, insurance and
reinsurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  Major geographical areas of
concentration include Central and Eastern Europe, Russia and the
CIS, and Latin America.  The firm has offices in New York,
Washington, DC, Los Angeles, Houston, Moscow, St. Petersburg,
Warsaw (through a Polish partnership), Kyiv, Almaty, Tashkent,
Beijing, and a multinational partnership, Chadbourne & Parke, in
London.


* Shearman & Sterling Adds 13 Associates and Counsel
----------------------------------------------------
The international law firm Shearman & Sterling LLP has elected 13
associates and counsel to the partnership across its worldwide
platform.

The new partners practice in nine offices -- Abu Dhabi,
Dsseldorf, Frankfurt, Hong Kong, London, New York, Rome, Toronto
and Washington, D.C. -- and in the asset management, bank finance,
bankruptcy and reorganization, capital markets, mergers and
acquisitions, project development and finance, property and tax
practice areas.

"It is a distinct pleasure to welcome this outstanding group of
lawyers to the partnership," said Rohan Weerasinghe, Shearman &
Sterling's senior partner.  "The depth and breadth across
geography and practice areas represent the increasingly broad
scope of our practice and our clients globally."  These lawyers
were elected partner:

                      Abu Dhabi and London

Benjamin R. F. Shorten, who practices in the firm's project
development and finance group in London and Abu Dhabi, completed
the Legal Practice Course at The College of Law, London, in 1997,
the Common Professional Examination (Diploma in Law) at The
College of Law, London, in 1996, and received a B.A. (Hons) from
the University of Cambridge, Downing College, in 1994.  

                             Dsseldorf

Marco A. Sustmann, who practices in the firm's mergers and
acquisitions group in Dsseldorf, completed his Second State Exam
in 2000, received a Dr. iur., magna cum laude, from the University
of Trier in 1999, and completed his First State Exam in 1996.  

                              Frankfurt

Marc O. Plepelits, who practices in the firm's capital markets
group in Frankfurt, received an LL.M. from New York University
School of Law in 1997 and a Magister Juris from the University of
Vienna Law School in 1995.

                              Hong Kong

Kyungwon (Won) Lee, who practices in the firm's capital markets
group in Hong Kong, received a J.D. from Northwestern University
School of Law in 1997, an M.B.A. from New York University in 1995,
and a B.A., summa cum laude, from Ohio Wesleyan University in
1988.

                                London

Michael W. Benjamin, who practices in the firm's capital markets
group in London, received a Bachelor of Commerce, with Merit, and
a Bachelor of Laws from the University of New South Wales in 1997.

                               New York

Lisa M. Brill, who practices in the firm's property group in New
York, received a J.D., cum laude, from Georgetown University Law
Center in 1999, and an A.B., magna cum laude, from Bowdoin College
in 1995.

Geoffrey B. Goldman, who practices in the firm's asset management
group in New York, received a J.D. in 1996 from Columbia Law
School, where he was a Kent Scholar and a Stone Scholar, and an
A.B. from Stanford University in 1993.  
Monica L. Holland, who practices in the firm's finance group in
New York, received a J.D. from Columbia Law School in 1999 and an
A.B. from Princeton University in 1996.

Michael H. Torkin, who practices in the firm's bankruptcy and
reorganization group in New York, received an LL.B. from Osgoode
Hall Law School of York University (Ontario) in 1997 and a B.A.
from the University of Western Ontario in 1993.

                               Rome

Fabio Fauceglia, who practices in the firm's mergers and
acquisitions and capital markets groups in Rome, received an LL.M.
from Columbia Law School in 2001 and a J.D. from The Luiss
University (Rome) in 1994.  

                              Toronto

Adam M. Givertz, who practices in the firm's capital markets and
mergers and acquisitions groups in Toronto, received an LL.B. from
Osgoode Hall Law School of York University (Ontario) in 2000, an
M.A. from Queen's University in 1992, and a B.A. from the
University of Toronto in 1990.

                          Washington, DC

Kristen M. Garry, who practices in the firm's tax group in
Washington, D.C., received an LL.M. in Taxation from New York
University School of Law in 2003, a J.D. from New York University
School of Law in 1998, and a B.A., magna cum laude, from Cornell
University in 1993.

Craig J. Gibian, who practices in the firm's tax group in
Washington, D.C., received a J.D., cum laude, from Harvard Law
School in 1996 and an A.B., cum laude, from Princeton University
in 1992.

                   About Shearman & Sterling

Shearman & Sterling LLP is a global law firm with approximately
1,000 lawyers in 20 offices in 12 countries around the world.  
The firm is a leader in mergers and acquisitions, capital
markets, project development and finance, complex business
litigation and international arbitration, asset management and
tax.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Children's Angelcare Aid International, Inc.
   Bankr. S.D. Calif. Case No. 07-07015
      Chapter 11 Petition filed December 4, 2007
         See http://bankrupt.com/misc/casb07-07015.pdf

In Re Yeshiva and Congregation Zanzer Klaus
   Bankr. S.D. N.Y. Case No. 07-23217
      Chapter 11 Petition filed December 4, 2007
         See http://bankrupt.com/misc/nysb07-23217.pdf

In Re Joseph Carmen DiCaro
   Bankr. N.D. Ill. Case No. 07-22781
      Chapter 11 Petition filed December 5, 2007
         See http://bankrupt.com/misc/ilnb07-22781.pdf

In Re Proscape Hardscape, L.L.C.
   Bankr. S.D. N.Y. Case No. 07-36936
      Chapter 11 Petition filed December 5, 2007
         See http://bankrupt.com/misc/nysb07-36936.pdf

In Re Lisa Daisy Saraspi, R.
   Bankr. N.D. Calif. Case No. 07-44224
      Chapter 11 Petition filed December 5, 2007
         Filed as Pro Se

In Re A.&B., Inc.
   Bankr. N.D. Tex. Case No. 07-60212
      Chapter 11 Petition filed December 5, 2007
         See http://bankrupt.com/misc/txnb07-60212.pdf

In Re John O. Thornsen
   Bankr. W.D. Wis. Case No. 07-14819
      Chapter 11 Petition filed December 5, 2007
         See http://bankrupt.com/misc/wiwb07-14819.pdf

In Re B.G. Computer Services, Inc.
   Bankr. D. Md. Case No. 07-22359
      Chapter 11 Petition filed December 6, 2007
         See http://bankrupt.com/misc/mdb07-22359.pdf

In Re Deborah Lynn, Inc.
   Bankr. E.D. Mich. Case No. 07-23235
      Chapter 11 Petition filed December 6, 2007
         See http://bankrupt.com/misc/mieb07-23235.pdf

In Re Diamond Elite Jewelers, Inc.
   Bankr. E.D. Mich. Case No. 07-64909
      Chapter 11 Petition filed December 6, 2007
         See http://bankrupt.com/misc/mieb07-64909.pdf

In Re Mighty Car Wash, Inc.
   Bankr. M.D. Penn. Case No. 07-53192
      Chapter 11 Petition filed December 6, 2007
         See http://bankrupt.com/misc/pamb07-53192.pdf

In Re Centre Inn, Ltd.
   Bankr. M.D. Penn. Case No. 07-53196
      Chapter 11 Petition filed December 6, 2007
         See http://bankrupt.com/misc/pamb07-53196.pdf

In Re Pitzer's Townhouse, Inc.
   Bankr. W.D. Penn. Case No. 07-27725
      Chapter 11 Petition filed December 6, 2007
         See http://bankrupt.com/misc/pawb07-27725.pdf

In Re Sobhani Center for Inner Peace
   Bankr. W.D. Wash. Case No. 07-44209
      Chapter 11 Petition filed December 6, 2007
         Filed as Pro Se

In Re Torres Commercial Cleaning Service, L.L.C.
   Bankr. N.D. Tex. Case No. 07-36115
      Chapter 11 Petition filed December 6, 2007
         See http://bankrupt.com/misc/txnb07-36115.pdf

In Re Gail Dossett
   Bankr. D. Ariz. Case No. 07-06615
      Chapter 11 Petition filed December 7, 2007
         See http://bankrupt.com/misc/azb07-06615.pdf

In Re Billy Dossett
   Bankr. D. Ariz. Case No. 07-06617
      Chapter 11 Petition filed December 7, 2007
         See http://bankrupt.com/misc/azb07-06617.pdf

In Re Eagle Grading, L.L.C.
   Bankr. D. Ariz. Case No. 07-06629
      Chapter 11 Petition filed December 7, 2007
         See http://bankrupt.com/misc/azb07-06629.pdf

In Re J.K.H. Enterprises, Inc.
   Bankr. N.D. Calif. Case No. 07-54070
      Chapter 11 Petition filed December 7, 2007
         See http://bankrupt.com/misc/canb07-54070.pdf

In Re Valley Corp. B
   Bankr. N.D. Calif. Case No. 07-54072
      Chapter 11 Petition filed December 7, 2007
         See http://bankrupt.com/misc/canb07-54072.pdf

In Re Southern Hair Co.
   Bankr. M.D. Ga. Case No. 07-53042
      Chapter 11 Petition filed December 7, 2007
         See http://bankrupt.com/misc/gamb07-53042.pdf

In Re Waste Not Grinding, Inc.
   Bankr. N.D. Ga. Case No. 07-80742
      Chapter 11 Petition filed December 7, 2007
         See http://bankrupt.com/misc/ganb07-80742.pdf

In Re Allstar Cleaning, Inc.
   Bankr. W.D. Penn. Case No. 07-11975
      Chapter 11 Petition filed December 7, 2007
         See http://bankrupt.com/misc/pawb07-11975.pdf

In Re Monjacircle, Ltd.
   Bankr. D. Nev. Case No. 07-18176
      Chapter 11 Petition filed December 7, 2007
         Filed as Pro Se

In Re Sonia Kashyap
   Bankr. N.D. Calif. Case No. 07-31595
      Chapter 11 Petition filed December 7, 2007
         Filed as Pro Se

In Re Southwest Commercial Group, L.L.C.
   Bankr. D. Nev. Case No. 07-18175
      Chapter 11 Petition filed December 7, 2007
         Filed as Pro Se

In Re Cathy Daley
   Bankr. C.D. Calif. Case No. 07-14843
      Chapter 11 Petition filed December 7, 2007
         Filed as Pro Se

In Re J.R.B. Food, Inc.
   Bankr. N.D. Tex. Case No. 07-36119
      Chapter 11 Petition filed December 7, 2007
         Filed as Pro Se

In Re Consult America Cottage Hills, Inc.
   Bankr. N.D. Ala. Case No. 07-72200
      Chapter 11 Petition filed December 10, 2007
         See http://bankrupt.com/misc/alnb07-72200.pdf

In Re Third Planet Grille, Inc.
   Bankr. M.D. Fla. Case No. 07-12151
      Chapter 11 Petition filed December 10, 2007
         See http://bankrupt.com/misc/flmb07-12151.pdf

In Re eFileSolutions, Inc.
   Bankr. M.D. La. Case No. 07-11736
      Chapter 11 Petition filed December 10, 2007
         See http://bankrupt.com/misc/lamb07-11736.pdf

In Re Charles Geschwind
   Bankr. E.D. N.Y. Case No. 07-46789
      Chapter 11 Petition filed December 10, 2007
         See http://bankrupt.com/misc/nyeb07-46789.pdf

In Re Claude Harold Hicks
   Bankr. S.D. Ohio Case No. 07-59951
      Chapter 11 Petition filed December 10, 2007
         See http://bankrupt.com/misc/ohsb07-59951.pdf

In Re Gildas A. Kaib, Jr.
   Bankr. W.D. Penn. Case No. 07-27770
      Chapter 11 Petition filed December 10, 2007
         See http://bankrupt.com/misc/pawb07-27770.pdf

In Re Marco Patrizio Casas-Beaux
   Bankr. W.D. Wash. Case No. 07-15927
      Chapter 11 Petition filed December 10, 2007
         See http://bankrupt.com/misc/wawb07-15927.pdf

In Re Technical Trouble Shooting, Inc.
   Bankr. C.D. Calif. Case No. 07-14881
      Chapter 11 Petition filed December 11, 2007
         See http://bankrupt.com/misc/cacb07-14881.pdf

In Re Air Conditioning Doctor, L.L.C.
   Bankr. M.D. Fla. Case No. 07-12216
      Chapter 11 Petition filed December 11, 2007
         See http://bankrupt.com/misc/flmb07-12216.pdf

In Re J.R. Holding Corp.
   Bankr. N.D. Ohio Case No. 07-19392
      Chapter 11 Petition filed December 11, 2007
         See http://bankrupt.com/misc/ohnb07-19392.pdf

In Re Custom Colors Corp.
   Bankr. W.D. Okla. Case No. 07-14516
      Chapter 11 Petition filed December 11, 2007
         See http://bankrupt.com/misc/okwb07-14516.pdf

In Re The Locker Room Bar & Grille, L.L.C.
   Bankr. W.D. Penn. Case No. 07-27790
      Chapter 11 Petition filed December 11, 2007
         See http://bankrupt.com/misc/pawb07-27790.pdf

In Re M.J.J. Music, Inc.
   Bankr. E.D. N.Y. Case No. 07-46796
      Chapter 11 Petition filed December 11, 2007
         Filed as Pro Se

In Re Kenneth L. Wiley
   Bankr. E.D. La. Case No. 07-12456
      Chapter 11 Petition filed December 11, 2007
         Filed as Pro Se

In Re Crossville K.O.A., L.L.C.
   Bankr. M.D. Tenn. Case No. 07-09159
      Chapter 11 Petition filed December 11, 2007
         See http://bankrupt.com/misc/tnmb07-09159.pdf

In Re Simply Fondue, Inc.
   Bankr. E.D. Tex. Case No. 07-42928
      Chapter 11 Petition filed December 11, 2007
         See http://bankrupt.com/misc/txeb07-42928.pdf

In Re Dream Cafe L.P. I, Ltd.
   Bankr. N.D. Tex. Case No. 07-36141
      Chapter 11 Petition filed December 11, 2007
         See http://bankrupt.com/misc/txnb07-36141.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Medel C. Martirez, and Peter A.
Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***