TCR_Public/071214.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 14, 2007, Vol. 11, No. 296

                             Headlines


A&J HOLDINGS: Case Summary & Six Largest Unsecured Creditors
ACTION SKATE PARKS: Voluntary Chapter 11 Case Summary
ADD 1 LLC: Case Summary & Three Largest Unsecured Creditors
ADELPHIA: Distributes $311 Million Cash to Allowed Claims Holders
ANSONIA CDO: Fitch Places Ratings Under Negative CreditWatch

ARCAP 2005-RR5: Fitch Junks Rating on $9.4 Mil. Class N Trust
BANC OF AMERICA: Moody's Holds B3 Rating on Class P Certs.
BCE INC: S&P Keeps Ratings with Negative CreditWatch
BIG A: Seeks Court's Nod to Employ Hudson as GOB Consultant
BIG A: Taps Garry A. Jones & Associates as Accountant

BIG A Drug: Selects Patrick Rettig as Chief Restructuring Officer
BREK ENERGY: Shareholders Approve Merger with Gasco Energy Unit
BRUMMITT INSTALLATIONS: Case Summary & 18 Largest Unsec. Creditors
C AND C: Court Asks U.S. Trustee to Withdraw Conversion Plea
C AND C: Files Chapter 11 Reorganizational Plan in Mississippi

C AND C: Disclosure Statement Hearing Scheduled for January 15
CALYPTE BIOMED: Sept. 30 Balance Sheet Upside-Down by $8.2 Million
CARBONE PROPERTIES: Voluntary Chapter 11 Case Summary
CENTRAL ILLINOIS ENERGY: Voluntary Chapter 11 Case Summary
CINEMARK HOLDINGS: S&P Holds 'B' Rating and Removes Pos. Watch

CITY OF KLAMATH: Fitch Withdraws 'B-' Rating on Revenue Bonds
CLAYMONT STEEL: Selling Stake to Evraz Unit for $564.8 Million
CLEAR CHANNEL: Extends Merger Termination Date Until June 12
COAST RANGE BREWING: Case Summary & 20 Largest Unsecured Creditors
COMIC BOOK MOVIES: Case Summary & 16 Largest Unsecured Creditors

CULLIGAN INT'L: Weak Performance Cues Moody's to Cut Ratings
DANA CORP: Wants to Sell Cape Girardeau Property for $2.8 Million
DANA CORP: Wants to Sell Stateville Property for $9.6 Million
DELHI CORP: Court Approves Equity Purchase & Commitment Agreement
DELI STARS: Case Summary & 20 Largest Unsecured Creditors

DELPHI CORP: Court Approves Modified Disclosure Statement
DELPHI CORP: Court Sets Plan Confirmation Hearing on January 17
DELTA FUNDING: S&P Assigns Default Rating on Class M-2 Certs.
DISTRICT OF COLUMBIA: S&P Lowers Rating on $2.2MM Bonds to B
DYSERBURG HEALTHCARE: Files Voluntary Chapter 11 Case Summary

EASTON-BELL: Higher Leverage Cues S&P to Cut Rating to B
FAWCETT BOAT: Case Summary & 20 Largest Unsecured Creditors
FIG: Shuts Down Stores; Mulls Bankruptcy Filing
FINISAR CORP: Posts $9.8 Mil. Net Loss in 2007 Second Quarter
FORD MOTOR: Russian Authorities Ban Pickets

G-FORCE 2005-RR2: Accelerated Losses Cue Fitch's Neg. Watch
GUARDIAN TECH: Sept. 30 Balance Sheet Upside-Down by $8.8 Million
INPHONIC INC: Court Okays $2.3 Million DIP Financing from Versa
INTERSTATE BAKERIES: Teamsters & Yucaipa Presents Bid for IBC
JETBLUE AIRWAYS: Sells 19% Stake to Lufthansa for $300 Million

JOHNNY CRAWFORD: Case Summary & 12 Largest Unsecured Creditors
JP MORGAN: Moody's Junks Rating on Class P Certificates
JTG SCAFFOLDING: Case Summary & 20 Largest Unsecured Creditors
KENDLE INTERNATIONAL: S&P Revises Outlook to Pos. from Stable
KENNETH KING: Voluntary Chapter 11 Case Summary

KITTY HAWK: Hires Two Auctioneers to Sell Equipment
KNIGHT INC: $5.3MM Myria Deal Cues Moody's Positive Outlook
KNIGHT INC: MidCon Sale Cues Fitch's Positive Watch
KNIGHTSBRIDGE CLO: S&P Assigns 'BB' Rating on $22 Million Notes
LAND O'LAKES: Good Performance Cues S&P to Lift Rating to BB

LB-UBS: Moody's Affirms Ratings on 23 Classes
LEBARON DRYWALL: Files Chapter 11 Plan of Reorganization
LEBARON DRYWALL: Court Extends Plan Solicitation Period to March 1
LEHMAN BROTHERS: Moody's Holds B3 Rating on $3 Mil. Certificates
LEVITZ FURNITURE: Gets Final Court Nod to Hire Asset Disposition

MACOMB COUNTY: Stronger Balance Sheet Cues S&P to Lift Rating
MANSFIELD TRUST: Fitch Affirms 'B+' Rating on $3.3 Million Certs.
MEDCOM USA: Sept. 30 Balance Sheet Upside-Down by $5.5 Million
MEDICOR LTD: Seeks Court OK to Increase DIP Loan by $2.8 Million
MICRO COMPONENT: Sept. 29 Balance Sheet Upside-Down by $5.5 Mil.

MONTROSE HARBOR: Poor Credit Quality Cues Moody's Downgrades
MT. ZION BAPTIST: Case Summary & Five Largest Unsecured Creditors
MYSTIC POINT: S&P Places Ratings Under Negative CreditWatch
NATIONSLINK FUNDING: Fitch Junks Rating on $25.5MM Class H Certs.
NCO GROUP: Inks $325MM Buyout Deal with Outsourcing Solutions

NCO GROUP: S&P Places 'B+' Rating Under Developing CreditWatch
NEXIA HOLDINGS: Selling Landis Salon for $3 Mil. of Conv. Note
NICHOLS BROTHERS: Commences BuyOut Negotiations with Ice Floe
NICHOLS BROTHERS: Gets Interim OK to Hire Kirkpatrick as Counsel
NICHOLS BROTHERS: Section 341(a) Meeting Slated for December 18

NORTHWESTERN CORP: Sustained Credit Metrics Cue Moody's Review
OLLANIK CONSTRUCTION: Case Summary & 21 Largest Creditors
ON SEMICONDUCTOR: To Acquire AMIS Holdings for $915 Million
OTTIMO FUNDING: Moody's Withdraws Ratings on Liquidity Notes
PANTRY INC: Weak Performance Prompts S&P to Lower Ratings

POPE & TALBOT: B.C. Supreme Court Approves Sale of Surplus Lands
POPE & TALBOT: Court Approves Bidding Procedures for Pulp Business
POPE & TALBOT: Remaining Wood Products Sale Procedures Approved
PQ CORP: Carlyle Group Deal Cues S&P to Withdraw 'B+' Rating
PRIVA INC: Creditors Approve Proposal Filed Under BIA

RADNOR HOLDINGS: U.S. Trustee Disbands Unsecured Creditors Panel
RESIDENTIAL CAPITAL: Defers Tender Offer of Notes to December 19
SATCON TECH: Posts $2.6 Million Net Loss in Third Quarter
SCO GROUP: Can Hire Boies Schiller as Special Litigation Counsel
SECURITIZED ASSET: Fitch Rates $11.4 Million Class B-4 at BB+

SG MORTGAGE: Moody's Lowers Rating on Cl. M-8 to B1 from Baa2
SHELDON-LAGUNA PROPERTIES: Voluntary Chapter 11 Case Summary
SIERRA NEVADA: Case Summary & Five Largest Unsecured Creditors
SPECIALITY UNDERWRITING: Moody's Lowers Ratings on 16 Tranches
ST LOUIS INDUSTRIAL: Moody's Holds Junk Rating on $98MM Bonds

SUPERCONDUCTOR TECH: Posts $2.0 Million Net Loss in Third Quarter
TD AMERITRADE: S&P Holds BB Rating and Revises Outlook to Positive
TRANS ENERGY: Sept. 30 Balance Sheet Upside-Down by $49,704
TRC HOLDINGS: Asks Court to Fix Feb. 4 as Admin. Claims Bar Date
UNIFI INC: Ongoing Uncertainty Cues Moody's to Lower Ratings

US SHIPPING: Moody's Junks Ratings with Stable Outlook
VALENCE TECH: Sept. 30 Balance Sheet Upside-Down by $69.5 Million
VALLEY HEALTH: Case Summary & 20 Largest Unsecured Creditors
VERTICAL ABS: S&P Junks Ratings on Seven Note Classes
VESCOR DEVELOPMENT: Court Approves Pachulski Stang as Co-Counsel

VESCOR DEVELOPMENT: Section 341(a) Meeting Moved to January 30
WASHINGTON MUTUAL: Realized Losses Cue Moody's to Hold Ratings
WYLE HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating

* Fitch Says US Drug Retailers Will Remain Strong in 2008
* Fitch Says US Utilities Will Have Stable Outlook for 2008
* Fitch Says Weak Governance Can Cripple A Company's Viability

* S&P Lowers Ratings on 28 US Synthetic CDO Tranches

* BOOK REVIEW: Inside Investment Banking: Second Edition


                             *********

A&J HOLDINGS: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: A.&J. Holdings, L.L.C.
        dba I-5 Fuel Stop
        118 U.S. Highway 12
        Chehalis, WA 98532

Bankruptcy Case No.: 07-44311

Type of Business: The Debtor owns and manages a gas station,
                  a convenience store and a campground.

Chapter 11 Petition Date: December 13, 2007

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: William L. Beecher, Esq.
                  Beecher & Conniff
                  732 Pacific Avenue
                  Tacoma, WA 98402
                  Tel: (253) 627-0132
                  Fax: (253) 572-3427

Total Assets: $1,761,943

Total Debts:  $1,155,103

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Albina Automate Fueling        oil and gas           $64,000
801 Main Street                supplier
Vancouver, WA 98660

Department of Revenue          sales tax,            $12,000
P.O. Box 34054                 estimated
Seattle, WA 98124-1054

Wesco Oil                      oil and gas           $7,900
2929 Northwest 29th Avenue     supplied
Portland, OR 97210

I.R.S. Special Procedures      possible 941          $2,500
                               taxes

Employment Security            estimated             $1,000

Department of Labor &          L.&I. Premiums,       $1,000
Industries                     Estimated


ACTION SKATE PARKS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Action Skate Parks, Inc.
        dba Woodward Skateparks
        3875 Johns Creek Parkway
        Suwanee, GA 30024

Bankruptcy Case No.: 07-22637

Type of Business: The Debtor owns and operates skating rinks.

Chapter 11 Petition Date: December 13, 2007

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Scott B. Riddle, Esq.
                  Suite 2800 Tower Place
                  3340 Peachtree Road, Northeast
                  Atlanta, GA 30326
                  Tel: (404) 815-0164
                  Fax: (404) 815-0165

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


ADD 1 LLC: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: A.D.D. 1, L.L.C.
        23 Central Street
        Andover, MA 01810

Bankruptcy Case No.: 07-44328

Chapter 11 Petition Date: December 12, 2007

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Jon H. Kurland, Esq.
                  Kurland & Grossman, P.C.,
                  139 Billerica Road
                  Chelmsford, MA 01824
                  Tel: (978) 256-2660

Total Assets: $6,516,300

Total Debts:  $5,715,841

Debtor's Three Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Anthony D. DiNapoli            $500,000
65 Central Street
Andover, MA 01810

Citi Group                     $100,000
North East Region
909 Third Avenue, 18th Floor
New York, NY 10022

Meredith & Grew                $70,952
160 Federal Street
Boston, MA 02110


ADELPHIA: Distributes $311 Million Cash to Allowed Claims Holders
-----------------------------------------------------------------
Adelphia Communications Corp. disclosed that it has made
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 Corp. pursuant to the
ACOM Debtors' First Modified Fifth Amended Joint Chapter 11 Plan
of Reorganization, dated as of January 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.

A chart summarizing the distribution of cash and shares of TWC
Class A Common Stock to be made to classes of ACC Claims is
available in the Important Documents section of the company's Web
site at http://www.adelphiarestructuring.com/ The chart does not
reflect additional distributions that may be made over time as a
result of the release of escrows, reserves and holdbacks.  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 ACOM and
its subsidiaries.

Pursuant to a Nov. 2, 2007 order of the U.S. Bankruptcy Court for
the Southern District of New York, the Depository Trust Company's
use of its standard distribution procedures in connection with
this distribution on account of cancelled ACOM securities will be
deemed in compliance with the Plan.  The 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 that
restriction is no longer necessary.

Creditor inquiries regarding distributions under the Plan should
be directed to creditor.inquiries@adelphia.com/

                       About Adelphia Comms

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates' chapter 11 cases.  The
Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 181; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ANSONIA CDO: Fitch Places Ratings Under Negative CreditWatch
------------------------------------------------------------
Fitch has placed these classes of Ansonia CDO 2006-1 Ltd. and
Ansonia CDO 2006-1 LLC, (Ansonia CDO 2006-1) on Rating Watch
Negative:

  -- $18.151 million Class E 6.163% Notes 'A-';
  -- $24.201 million Class F 6.755% Notes 'BBB+';
  -- $30.252 million Class G 7.149% Notes 'BBB';
  -- $26.218 million Class H 7.445% Notes 'BBB-';
  -- $48.403 million Class J Floating Rate Notes 'BBB-';
  -- $43.361 million Class K 3.15% Notes 'BB+';
  -- $23.193 million Class L 3.15% Notes 'BB';
  -- $14.117 million Class M 3.15% Notes 'BB-';
  -- $22.184 million Class N 1.25% Notes 'B+';
  -- $18.151 million Class O 1.25% Notes 'B';
  -- $13.109 million Class P 1.25% Notes 'B-';
  -- $12.100 million Class Q 1.00% Notes 'CCC+';
  -- $10.084 million Class S 1.00% Notes 'CCC';
  -- $8.067 million Class T 1.00% Notes 'CCC-'.

The classes of this transaction, which is categorized as a first
loss collateralized debt obligation, have been placed on Rating
Watch Negative due to the projected losses based on an analysis of
loans in special servicing.  The collateral for this first loss
CDO consists of a high concentration of tranches with the least
seniority within a CMBS transaction and, as such, the tranches are
the first to absorb losses.

According to the trustee, as of Nov. 23, 2007, the trust has
experienced $4.5 million in losses to date (0.5% of the original
trust collateral). Of the underlying collateral, $202.3 million is
in special servicing.

The Rating Watch Negative status will be resolved within 90 days
in conjunction with a discussion with the asset manager regarding
its expectation of projected loss.


ARCAP 2005-RR5: Fitch Junks Rating on $9.4 Mil. Class N Trust
-------------------------------------------------------------
Fitch has placed these classes of ARCap 2005-RR5 Resecuritization
Inc. on Rating Watch Negative:

  -- $9.4 million Class F 'BBB';
  -- $9.4 million Class G 'BBB-';
  -- $15.7 million Class H 'BB+';
  -- $6.3 million Class J 'BB';
  -- $9.4 million Class K 'BB-';
  -- $9.4 million Class L 'B';
  -- $9.4 million Class M 'B-'/DR1;
  -- $9.4 million Class N 'CCC'/DR3.

The classes of this transaction, which is categorized as a first
loss ReREMIC, have been placed on Rating Watch Negative due to the
accelerated pace of losses and projected losses based on an
analysis of loans in special servicing.  The collateral for this
first loss ReREMIC consists of a high concentration of tranches
with the least seniority within a CMBS transaction and, as such,
the tranches are the first to absorb losses.

According to the trustee, as of Nov. 26, 2007, the trust has
experienced $88.3 million in losses to date (28.2% of the original
trust collateral).  Of the underlying collateral, $118.1 million
is currently 60 days or more delinquent.

The Rating Watch Negative status will be resolved within 90 days
in conjunction with a discussion with the asset manager regarding
its expectation of projected loss.  Centerline Capital Group owns
all the classes which are being placed on Rating Watch Negative.


BANC OF AMERICA: Moody's Holds B3 Rating on Class P Certs.
----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Banc of America
Commercial Mortgage Inc., Commercial Pass-Through Certificates,
Series 2006-1 as:

  -- Class A-1, $65,825,934, affirmed at Aaa
  -- Class A-IA, $353,311,303, affirmed at Aaa
  -- Class A-2, $84,400,000, affirmed at Aaa
  -- Class A-3A, $130,100,000, affirmed at Aaa
  -- Class A-3B, $25,000,000, affirmed at Aaa
  -- Class A-4, $616,500,000, affirmed at Aaa
  -- Class A-M, $203,766,000, affirmed at Aaa
  -- Class A-J, $142,637,000, affirmed at Aaa
  -- Class A-SBFL, $133,468,000, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class B, $20,377,000, affirmed at Aa1
  -- Class C, $22,924,000, affirmed at Aa2
  -- Class D, $20,376,000, affirmed at Aa3
  -- Class E, $35,659,000, affirmed at A2
  -- Class F, $20,377,000, affirmed at A3
  -- Class G, $25,471,000, affirmed at Baa1
  -- Class H, $22,924,000, affirmed at Baa2
  -- Class J, $28,018,000, affirmed at Baa3
  -- Class K, $7,641,000, affirmed at Ba1
  -- Class L, $10,188,000, affirmed at Ba2
  -- Class M, $7,641,000, affirmed at Ba3
  -- Class N, $2,547,000, affirmed at B1
  -- Class O, $ 5,095,000, affirmed at B2
  -- Class P, $7,641,000, affirmed at B3

As of the November 13, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by less than 1.0% to
$2.02 billion from $2.04 billion at securitization.  The
Certificates are collateralized by 192 loans, ranging in size from
less than 1.0% to 7.3% of the pool, with the top 10 loans
representing 34.8% of the pool.  Two loans, representing 10.0% of
the pool, are shadow rated loans.

The pool has not experienced any losses to date and currently
there are no loans in special servicing.  Seventeen loans,
representing 4.8% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
91.3% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 103.7%, compared to 102.7% at
securitization, resulting in an affirmation of all classes.

The largest shadow rated loan is Kindercare Portfolio Loan ($147.1
million -- 7.3%) which is a pari passu interest in a $648.8
million first mortgage loan.  The loan is secured by 713 childcare
facilities located in 37 states.  The largest state concentration
is California, with 12.0% of the pool.  Moody's current shadow
rating is A3, the same as at securitization.

The second shadow rated loan is the Torre Mayor Loan ($54.3
million -- 2.7%), which is secured by a 800,000 square foot Class
A office building located downtown Mexico City, Mexico.  The
property was 98.9% leased as of Jan. 2007, compared to 79.8% at
securitization.  Moody's current shadow rating is Aa3 -- (global
local currency rating)/Baa1 (global foreign currency rating), the
same as at securitization.

The top three conduit loans represent 14.7% of the pool.  The
largest loan is the Desert Passage Loan ($131.9 million -- 6.5%),
which is a pari passu interest in a $395.7 million first mortgage
loan.  The loan is secured by a 500,000 square foot specialty
retail and entertainment center located on the ground level of the
Planet Hollywood Resort and Casino in Las Vegas, Nevada.  The
property was 95.0% leased as of June 2007, compared to 98.6% at
securitization.  Moody's LTV is 104.0%, the same as at
securitization.

The second conduit largest loan is the Waterfront at Port Chester
Loan ($110.0 million -- 5.5%), which is secured by a 295,000
square foot retail center located in Port Chester (Westchester
County), New York.  The center was built in 2005 and has
maintained 100.0% occupancy since securitization.  Major tenants
include Stop and Shop, Loews Cinema, Bed Bath & Beyond and
Marshall's.  Operating expenses have been higher than projected at
securitization, resulting in a lower net operating income than
anticipated. Moody's LTV is 117.0% compared to 103.1% at
securitization.

The third conduit largest loan is the Fairmont Sonoma Mission Inn
& Spa Loan ($55.0 million -- 2.7%), which is secured by a 266 room
full service hotel located in Sonoma, California.  Occupancy and
RevPar for full year 2006 was 76.7% and $234.56, respectively,
compared to 69.4% and $202.27 at securitization.  Moody's LTV is
94.5%, compared to 104.7% at securitization.


BCE INC: S&P Keeps Ratings with Negative CreditWatch
----------------------------------------------------
Standard & Poor's Ratings Services kept its ratings on Montreal-
based BCE Inc. and its related entities on CreditWatch with
negative implications, pending the completion of the company's
leveraged buyout by a consortium of private equity
investors led by Toronto-based Teachers Private Capital as
announced on June 30, 2007.  As a result of the proposed LBO, S&P
expect reported debt to increase to about CDN$37 billion from
about CDN$10 billion at Sept. 30, 2007.

S&P originally placed the ratings on CreditWatch April 17, 2007.
Subsequently, S&P lowered the ratings on BCE and its wholly owned
subsidiaries to 'BB-' from 'A-' and kept them on CreditWatch
Sept. 24, 2007.  This was an interim step, following BCE's
Sept. 21, announcement that its shareholders had approved the
company's CDN$52 billion LBO.  Once S&P review the proposed
capital structure, and the financial and operating strategies of
the new owners, S&P could remove the ratings from CreditWatch and
affirm, or lower the ratings further.  The deal should close by
the end of first-quarter 2008, following certain regulatory
approvals and a final order by the Superior Court of Quebec
approving the plan of arrangement (which is being contested by
certain BCE and Bell Canada bondholders).  On Sept. 21, BCE
announced the Canadian Competition Bureau had cleared the proposed
acquisition.

"On a pro forma basis, the company will have a highly leveraged
capital structure, weakened credit measures, and significantly
reduced cash flow-generating capability owing to a dramatic
increase in debt and the associated heavy interest burden," said
Standard & Poor's credit analyst Madhav Hari.  After a preliminary
analysis of the public terms of the proposed transaction, S&P
estimate that BCE's pro forma adjusted debt leverage will be high
for the ratings, at a little less than 7x based on S&P's forecast
of 2007 adjusted EBITDA.  EBITDA interest coverage will be about
2x, and free operating cash flow to total debt will be in the low
single digits.

"Nevertheless, as a result of Bell Canada's strong business risk
profile supported by its meaningful market position in a broad
range of telecommunication services in Canada, and given our
expectations of modestly improving operating performance, we
believe the company can support higher-than-typical leverage for
the ratings," Mr. Hari added.

Standard & Poor's will aim to resolve the CreditWatch status
shortly after the acquisition is complete, following a detailed
review of certain aspects of the business and financial strategy
under the new ownership.  In particular, we will focus on BCE/Bell
Canada's ultimate capital structure; changes to its operating
strategy; the sponsor's new financial policy, including its
dividend distribution policy and de-leveraging plans; and any
potential change to the company's asset base.


BIG A: Seeks Court's Nod to Employ Hudson as GOB Consultant
-----------------------------------------------------------
Big A Drugstores Inc. asks the United States Bankruptcy Court for
the Central District of California for authority to employ Hudson
Capital Partners LLC as its Going out of Business Consultant.

Hudson Capital is expected to provide consulting services to
manage and to dispose of the Debtor's inventory and the furniture,
fixtures and equipment in a going out of business sale to be held
at the Debtor's 19 stores.

Additionally, Hudson will:

   -- provide up to five full-time supervisors to conduct
      the sale;

   -- provide oversight of the liquidation of inventory;

   -- recommend and implement point of purchase, point of
      sale and external advertising to sell the inventory;

   -- determine appropriate pricing and discounting;

   -- determine appropriate staffing levels of the stores
      and incentive bonuses for store employees; and

   -- direct the sale of furnitures, fixtures and equipment.

                         Consulting Pact

As reported in the Troubled Company Reporter on Dec. 13, 2007,
the Court had approved the request of the Debtor to enter into a
going out of business consulting agreement with Hudson Capital
Partners LLC.  Under the GOB proposal, Hudson was to 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.

As compensation for its sevices, Hudson will receive from the
Debtor $2,675 weekly during the sale term for each of the five
full-time supervisors to be provided by it to conduct the sale,
and the Debtor was to 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.

At a hearing held Dec. 5, 2007, however, the Court requested that
the Debtor file a separate application seeking to employ Hudson,
hence this request.

                     About Big A Drug Stores

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


BIG A: Taps Garry A. Jones & Associates as Accountant
-----------------------------------------------------
Big A Drugstores Inc. asks permission from the United States
Bankruptcy Court for the Central District of California to employ
Garry A. Jones and Associates CPAs as its accountant.

The Debtor selected Garry A. Jones and Associates because of the
firm's experience in accountancy matters and because the firm is
well qualified to provide the accounting related services required
by applicant.

As accountant, Garry A. Jones and Associates will:

  a) review applicant's financial status and determine those
     accounting and financial changes which are appropriate and
     necessary;

  b) review applicant's financial records and assist counsel in
     determining what avoidance actions, if any, should be brought
     against insiders and others for the benefit of the estate;

  c) handle audits and take steps necessary to reduce the estate's
     liabilities;

  d) prepare the applicant's tax returns as they come due, and to
     respond to any additional audits; and

  d) render other accountancy services for applicant for which the
     services of an accountant may be necessary during the
     pendency of the case.

Garry A. Jones, the principal in Garry A. Jones and Associates
assures the Court that his firm does not represent any interest
adverse to the Debtor or the Debtor's estate, and that his firm is
a "disinterested person" as that term is defined under Sec.
101(14) of the Bankruptcy Code.

As compensation for its services, Garry A. Jones and Associates
bill:

  Professional         Designation       Hourly Rate
  -----------          -----------       -----------
  Garry A. Jones       Principal            $225
  LS Ross              Sr. Accountant       $130
  N. Villalta          Staff                $95
  K. Habeger           Staff                $90
  Unnamed              Administration       $70

Garry A. Jones and Associates was paid a $40,000 retainer the
entire amount of which was earned prepetition.

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


BIG A Drug: Selects Patrick Rettig as Chief Restructuring Officer
-----------------------------------------------------------------
Big A Drugstores Inc. asks the United States Bankruptcy Court for
the Central District of California for authority to employ Patrick
Rettig Corp. as its chief restructuring officer.

Rettig will:

  a) oversee the Debtor's business, administrative and financial
     operations;

  b) work with PNC's turnaround firm, RAS Management, and with the
     proposed liquidator of inventory and other assets and with
     the proposed liquidator of the leasehold interests; and

  c) coordinate with the proposed chapter 11 counsel to handle
     those duties that debtors normally have in chapter 11 cases.

Patrick Rettig, the principal in Patrick Rettig Corp., assures the
Court that his firm does not represent any interest adverse to the
Debtor or the Debtor's estate and is a "disinterested person" as
that term is defined under Sec.  101(14) of the Bankruptcy Code.

As compensation for its services, Rettig will receive $35,000
monthly payable in equal portions on the 1st and 15th of each
month.  Prior to bankruptcy filing, Rettig was paid $17,500 on or
about October 1st and 15th and November 1st and 15th.

Debtor also requests for autority to compensate Rettig bi-monthly
without the need for any application for compensation later in the
case.

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


BREK ENERGY: Shareholders Approve Merger with Gasco Energy Unit
---------------------------------------------------------------
Brek Energy Corporation shareholders have approved the proposed
merger of Gasco Acquisition Inc., a subsidiary of Gasco Energy
Inc., with and into Brek in a meeting held in Los Angeles,
California.

Over 76.1% of the outstanding common shares voted in favor of the
merger.  Approximately 76.2% of Brek Energy's outstanding common
stock was represented at the meeting.

Both companies entered into the agreement and plan of merger on
Sept. 20, 2006, and was amended on Jan. 31, 2007, May 29, 2007 and
Oct. 22, 2007.

Brek Energy and Gasco Energy, Inc. anticipate closing the
transaction today, Dec. 14, 2007.

                       About Gasco Energy

Headquartered in Denver, Colorado, Gasco Energy Inc. --
http://www.gascoenergy.com/-- is a natural gas and petroleum
exploitation and development company engaged in locating and
developing hydrocarbons resources in the Rocky Mountain region.

                        About Brek Energy

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

                        Going Concern Doubt

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

As reported in the Troubled Company Reporter on Dec. 11, 2007,
Brek Energy Corp. reported a net loss of $265,773 on revenue of
$45,145 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $229,161 on revenue of $83,242 for the third quarter
ended Sept. 30, 2006.


BRUMMITT INSTALLATIONS: Case Summary & 18 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Brummitt Installations Inc.
        10346 Dwights Road
        Clermont, FL 34714
        Tel: (352) 242-9384

Bankruptcy Case No.: 07-06486

Type of Business: The Debtor is engaged in water, sewer, pipeline,
                  and communications & power line construction.

Chapter 11 Petition Date: December 13, 2007

Court: Middle District of Florida (Orlando)

Debtor's Counsel: William M. Reed, Esq.
                  Reed & Archer, L.L.C.
                  P.O. Box 120280
                  Clermont, FL 34712
                  Tel: (352) 394-1194
                  Fax: (352) 242-3886

Total Assets: $1,213,338

Total Debts:    $853,334

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Citizen Auto Finance           value of collateral:  $190,068
P.O. Box 42002                 $180,000
Providence, RI
02940-2002

Navistar Financial Corp.       value of collateral:  $71,000
P.O. Box 4024                  $51,177
Schaumburg, IL 60168-4024

SunTrust                       value of collateral:  $52,580
P.O. Box 7130                  $18,475
Pasadena, CA
91109-7130

Bank of America                                      $44,744

Capital One                                          $47,050

Wright Express Fleet                                 $20,680

Wells Fargo                                          $20,253

John Deere Credit                                    $12,425

Vermeer Southeast                                    $5,967

Ditch Witch                                          $5,138

Florida Directional                                  $4,141

A.T.&T.                                              $3,938

Sunbelt Rentals, Inc.                                $2,249

Sprint Cellular                                      $1,111

A.T.&T.                                              $1,095

Toney Drilling Supplies                              $1,053

Dunn & Bradstreet                                    $679

R.C. Dunn Oil Co.                                    $627


C AND C: Court Asks U.S. Trustee to Withdraw Conversion Plea
------------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi ordered the U.S.  Trustee for
Region 5 to withrdaw its request to convert C and C Properties
Inc.'s Chapter 11 case into a Chapter 7 liquidation proceeding or,
to the extent possible, dismiss its case.

The order was made by the Court following the Debtor's plan
filing.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
pursuant to Section 1112(b) of the Bankruptcy Code, the U.S.
Trustee sought conversion of the Debtor's case, noting, among
others, the Debtor's:

   a) failure to file a disclosure statement, or to file or
      confirm a plan, within the time fixed by the Bankruptcy
      Code or by order of the Court; and

   b) failure to pay any fees or charges required under Chapter
      123 of the title 28.

Based in Union, Mississippi, C and C Properties, Inc. develops
real estate properties.  The company filed for Chapter 11
protection on January 24, 2007 (Bankr. S.D. Miss. Case No.
07-50082).  Jeffery Kyle Tyree, Esq. and Melanie T. Vardaman,
Esq., at Harris Jernigan & Geno, PPLC, represent the Debtor in
its restructuring efforts.  The U.S.Trustee for Region 5 has not
appointed an Committee of Unsecured Creditors in the Debtor's
bankruptcy proceedings.  In its schedules filed with the Court,
the Debtor disclosed total assets of $12,500,000 and total debts
of $10,016,965.


C AND C: Files Chapter 11 Reorganizational Plan in Mississippi
--------------------------------------------------------------
C and C Properties Inc. and its debtor-affiliates filed with
the United States Bankruptcy Court for the Southern District of
Mississippi a Joint Disclosure Statement describing their Joint
Chapter 11 Plan of Reorganization.

The Debtors' Plan contemplates the liquidation of their assets,
including the sale of four convenience stores and some of their
affiliates' assets.  The Debtors have escrowed the sale proceeds
and will distribute to their valid creditors.

                       Treatment of Claims

Under the Plan, all administrative claims filed against the
Debtors will be paid in full.

Construction Liens Claim of Commercial Construction and
Maintenance, totaling $38,419, will be paid in full on the plan's
confirmation date.

General Unsecured Claims will also be paid in full after the
Court enter an order confirming the Debtors' joint plan.

Equity security holders of the Debtors, COC Holdings Inc. and
Robert W. Carleton III, will have their ownership interest
extinguished in accordance with the terms and provision of the
proposed joint plan.  Harold G. Carleton and Robert W. Carleton
Jr. have been classified as insiders of the Debtors.

Robert Carleton III, Harold Carleton and R. W. Carleton Jr., will
be entitled to receive a pro rata share, to the extent possible,
from the remaining proceeds after all valid claims have been paid.

                         Secured Claims

Professional Convenience Services Inc. and GOC Ltd. will be
resolved pursuant to the terms and provisions of a motion for
authority to settle and compromise disputed claim which is pending
at the Court.  If approved, the motion will be incorporated into
the Debtors' joint disclosure statement and proposed plan.

Citizens Bank of Philadelphia's claim has been satisfied in
accordance with the sale of the Debtors' assets.

Madison County Bank will be paid from the sale and liquidation of
the M&K Convenience Store.  The remaining balance of the Madison
County's secured claim approximately $192,000 is secured by a
certain property owned by the Debtors.  Accordingly, the Debtors
will transfer that certain property to Robert Carleton III who
will assume the indebtedness with the bank.

The Debtors say that New County Bank's secured claim comprised of
a 2003 Ford F-350 truck that has a balance due of $7,878 and a
$71,007 loan secured by certain convenience store equipment.

Under the Plan, the Debtors will continue to pay monthly
installments on the Ford truck and will seek a purchaser for the
collateral to liquidate in order to pay the balance in full due to
Newton County.  At the Debtors' discretion, the loan will be paid
in full, either, monthly or lump sum payment, if no purchaser is
secured.

The Debtors further say that Newton County will entitled to
receive approximately $52,000 from the sale of that certain
convenience store equipment.

A portion of Ford Motor Credit Company's secured claims have been
paid in accordance with the Court order issued Oct. 22, 2007, on
Ford Motor's request to compel assumption or rejection of the
executory lease contract and releif from automatice stay.

                         Priority Claims

Mississippi State Tax Commission holds a $32,000 claim in the
Debtors' case for December and January petroleum taxes.  MTSC has
a $631,727 proof of claim, which appears to duplicate the
petroleum taxes due, according to the Debtors.

Additionally, MSTC has filed a $20,980 claim for sales tax against
the Debtors.

The Debtors tells the Court that they will object to these claims
if the Debtors and MSTC cannot reach an agreement as to the proper
amount of MSTC's asserted claims.

Internal Revenue Service's claims will be paid in full on the plan
confirmation date.

The Debtors say that Majority of the Ad Valorem Tax Claims for
2006 have been paid as part of the closing of the various sales of
real property but approximately $12,000 is still due to various
tax authorities.

A full-text copy of the Joint Disclosure Statement is available
for free at:

  http://www.researcharchives.com/bin/download?id=071213195144

A full-text copy of the Joint Chapter 11 Plan of Reorganization is
available for free at:

  http://www.researcharchives.com/bin/download?id=071213200323

Based in Union, Mississippi, C and C Properties, Inc. develops
real estate properties.  The company filed for Chapter 11
protection on January 24, 2007 (Bankr. S.D. Miss. Case No.
07-50082).  Jeffery Kyle Tyree, Esq. and Melanie T. Vardaman,
Esq., at Harris Jernigan & Geno, PPLC, represent the Debtor in
its restructuring efforts.  The U.S.Trustee for Region 5 has not
appointed an Committee of Unsecured Creditors in the Debtor's
bankruptcy proceedings.  In its schedules filed with the Court,
the Debtor disclosed total assets of $12,500,000 and total debts
of $10,016,965.


C AND C: Disclosure Statement Hearing Scheduled for January 15
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Mississippi has set a hearing for Jan. 15, 2008, at 1:30 p.m. to
consider the adequacy of the disclosure statement describing
C and C Properties Inc. and its debtor-affiliates' Joint Plan.

Based in Union, Mississippi, C and C Properties, Inc. develops
real estate properties.  The company filed for Chapter 11
protection on January 24, 2007 (Bankr. S.D. Miss. Case No.
07-50082).  Jeffery Kyle Tyree, Esq. and Melanie T. Vardaman,
Esq., at Harris Jernigan & Geno, PPLC, represent the Debtor in
its restructuring efforts.  The U.S.Trustee for Region 5 has not
appointed an Committee of Unsecured Creditors in the Debtor's
bankruptcy proceedings.  In its schedules filed with the Court,
the Debtor disclosed total assets of $12,500,000 and total debts
of $10,016,965.


CALYPTE BIOMED: Sept. 30 Balance Sheet Upside-Down by $8.2 Million
------------------------------------------------------------------
Calypte Biomedical Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $9.7 million in total assets and $17.9 million in
total liabilities, resulting in an $8.2 million total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $2.6 million in total current
assets available to pay $5.4 million in total current liabilities.

The company reported a net loss of $633,000 on product sales of
$131,000 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $4.3 million on product sales of $68,000 in the same
period last year.

Two customers accounted for approximately 67% of the company's
third quarter 2007 revenue.  Five customers, all of whom purchased
the BED Incidence Test, accounted for approximately 82% of the
company's third quarter 2006 revenue.  All of these shipments were
to international locations in either Africa or Asia.

Loss from operations increased to $1.8 million for the third
quarter of 2007, versus a loss of $1.3 million loss for the third
quarter of 2006, mainly due to an increase in selling, general and
administrative expenses.

The company recorded net interest income of $1.1 million for the
third quarter of 2007, primarily as a result of the accounting for
the reduction in the fair value of the anti-dilution obligation
related to the company's first quarter 2007 financings.  In the
third quarter of 2006, the company recorded $3.1 million of net
interest expense.

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?265c

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 17, 2007,
Odenberg, Ullakko, Muranishi & Co. LLP expressed substantial doubt
about Calypte Biomedical Corporation'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 auditingfirm said that the company has suffered recurring
operating losses and negative cash flows from operations.
Odenberg Ullakko added that Calypte's management believes that the
company's cash resources will not be sufficient to sustain its
operations through 2007 without additional financing.

                     About Calypte Biomedical

Headquartered in Lake Oswego, Oregon, Calypte Biomedical
Corporation (OTC Bulletin Board: CBMC) -- http://www.calypte.com/
is a healthcare company focused on the development and
commercialization of rapid testing products for sexually
transmitted diseases such as the Aware(R) HIV-1/2 OMT test that
are suitable for use at the point of care and at home.


CARBONE PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Carbone Properties of Audubon, L.L.C.
        931 Canal Street
        New Orleans, LA 70112

Bankruptcy Case No.: 07-12470

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

Chapter 11 Petition Date: December 12, 2007

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Douglas S. Draper, Esq.
                  Heller, Draper, Hayden, Patrick & Horn, L.L.C.
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

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


CENTRAL ILLINOIS ENERGY: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Central Illinois Energy, L.L.C.
        dba Central Illinois Energy
        23133 East County Highway 6
        Canton, IL 61520

Bankruptcy Case No.: 07-82817

Type of Business: The Debtor operates a 37-million gallons-per-
                  year ethanol plant.  See
                  www.centralillinoisenergy.com/

Chapter 11 Petition Date: December 13, 2007

Court: Central District of Illinois (Peoria)

Judge: Thomas L. Perkins

Debtor's Counsel: Barry M. Barash, Esq.
                  Barash & Everett, L.L.C.
                  P.O. Box 1408
                  Galesburg, IL 61402
                  Tel: (309) 341-6010

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      More than $100 Million

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


CINEMARK HOLDINGS: S&P Holds 'B' Rating and Removes Pos. Watch
--------------------------------------------------------------
On Dec. 12, 2007, Standard & Poor's Rating Services affirmed its
'B' corporate credit rating on Cinemark Holdings Inc. and
subsidiary Cinemark Inc., which S&P analyze on a consolidated
basis.  At the same time, S&P removed the ratings from CreditWatch
with positive implications, where they were placed on May 17,
2007.  The outlook is positive.

"The resolution of the CreditWatch reflects uncertainty regarding
the pace of leverage reduction," explained Standard & Poor's
credit analyst Tulip Lim.

S&P also affirmed the 'B' rating on the company's senior secured
bank loan.  S&P revised the recovery rating to '3', indicating its
expectation of meaningful (50%-70%) recovery in the event of a
payment default, from '2.'  The revision reflects Cinemark's
repayment of the senior subordinated notes and its banks' removal
of financial covenants on the term loan facility.

The ratings on Cinemark reflect the company's high lease-adjusted
leverage and financial risk, the mature and highly competitive
nature of the U.S. motion picture exhibition industry, exposure to
the fluctuating popularity of Hollywood films, shortening windows
between theatrical and DVD/video-on-demand release, and
competition from other exhibitors and
alternative entertainment sources.  These concerns are partially
offset by Cinemark's quality theater circuits, the combined
company's above-average profit margins, Cinemark's experienced
management team, and the modest diversity provided by its
profitable non-U.S. operations.  At Sept. 30, 2007, the Plano,
Texas-based movie exhibitor had $2.9 billion in debt, including
holding company notes and capitalized operating leases.


CITY OF KLAMATH: Fitch Withdraws 'B-' Rating on Revenue Bonds
-------------------------------------------------------------
Fitch Ratings has withdrawn the 'B-' rating on the City of Klamath
Falls, Oregon's senior lien electric revenue bonds issued for the
Klamath Cogeneration Project.  The KCP assets have been acquired
by Klamath Energy LLC, an affiliate of PPM Energy Inc., and the
bonds have been defeased or otherwise retired.

KCP is a natural gas-fired, combined cycle cogeneration plant with
a nominal capacity of 484 MW, or 464MW when exporting steam at
200,000 pounds per hour.  The project was owned by the City of
Klamath Falls, Oregon, as a separately secured enterprise.  Prior
to the sale and defeasance, the KCP bonds were secured solely by
the revenues of KCP and associated deposit accounts.


CLAYMONT STEEL: Selling Stake to Evraz Unit for $564.8 Million
--------------------------------------------------------------
Claymont Steel Holdings Inc. has entered into a definitive
agreement with Evraz Group S.A. and Titan Acquisition Sub Inc., a
subsidiary of Evraz, under which Evraz will acquire Claymont Steel
for $23.50 per share, for an aggregate price of approximately
$564.8 million, including debt and net of cash.

The offer price of $23.50 per share represents a premium of 19.1%
to Claymont Steel's three month volume weighted average stock
price, a premium of 38.2% to Claymont Steel's initial public
offering price of $17 in December 2006, and a premium of 6.8% to
the closing price of Claymont Steel's stock on Dec. 7, 2007, of
$22.

Under the terms of the agreement, Titan will make a cash tender
offer for all shares of Claymont Steel common stock and then merge
with Claymont Steel.  The board of directors of Claymont Steel has
unanimously recommended that the shareholders of Claymont Steel
accept the offer.

H.I.G. Capital LLC Inc., which owns approximately 42.6% of
Claymont Steel's issued common stock, has committed to tender its
shares in the offer.

The offer, which is expected to commence during the week of
Dec. 17, 2007, will be subject to customary conditions, including
antitrust clearance, and the acquisition by Evraz of a majority of
Claymont Steel's shares.  The offer will be followed by a merger
at the same price.

Upon completion of the transaction, Claymont Steel will become a
subsidiary of Evraz.

ABN AMRO Incorporated is acting as exclusive financial advisor to
Evraz and will be the dealer-manager for the tender offer.

Jefferies & Company Inc. is acting as lead financial advisor to
Claymont Steel in the transaction and delivered a fairness opinion
to Claymont Steel's board of directors.

Cleary Gottlieb Steen & Hamilton LLP is acting as legal counsel to
Evraz, and Morgan, Lewis & Bockius LLP is acting as legal counsel
to Claymont Steel.

"We believe that this transaction delivers significant value to
our stockholders," Jeff Bradley, Claymont Steel's chairman and
chief executive officer, said.  "We are excited at the opportunity
to become part of a company with a significant international
presence.  As a plate producer, we believe Claymont Steel will be
able to contribute to and complement Evraz's North American
operations at Evraz Oregon Steel Mills, Inc.  We believe that our
customers will also support this deal."

"This transaction represents yet another important step in the
implementation of our long-term strategy to develop higher value
downstream markets," Alexander Frolov, Evraz's chairman and chief
executive officer, said.  "It will expand our presence in North
America, one of the most important steel markets globally.  Having
acquired Oregon Steel Mills at the beginning of this year, we laid
the foundation of our American plate business and intend to
continue to strengthen it now with Claymont Steel's steel plate
production.  We will also be happy to have Claymont Steel's
experienced personnel joining Evraz's multinational team."

Stockholders will be able to obtain a free copy of letters of
transmittal and other documents relating to the tender offer, when
available from Evraz by contacting Evraz at IR@evraz.com  or +7
495 232 1370, attention: Investor Relations, or from Claymont
Steel by contacting Claymont Steel at aegner@claymontsteel.com or
(302) 792-5400, attention: Allen Egner.

                      About Evraz Group S.A.

Headquartered in Luxembourg, Evraz Group S.A. (LSE:EVR) --
http://www.evraz.com/-- and its subsidiaries are involved in
production and distribution of steel and related products.  It
also owns and operates certain mining assets.  Its steel
production and mining facilities are mainly located in the Russian
Federation.  Titan Acquisition Sub Inc. is a wholly owned
subsidiary of Evraz.

                       About Claymont Steel

Headquartered in Claymont, Delaware, Claymont Steel Holdings Inc.
(Nasdaq:PLTE) -- http://www.claymontsteel.com/-- is a non-union,
mini-mill focused on the manufacture and sale of custom discrete
steel plate in North America.  The company provides steel plate in
non-standard dimensions to customers with distinct product and
service needs.  Through its manufacturing facility located in
Claymont, Delaware, Holdings has the capacity to produce over
500,000 tons of steel plate annually.  The company's facility in
Claymont, Delaware, conducts a range of steel-making activities,
utilizing an electric arc furnace, slab caster and rolling mill.
The company manufactures custom discrete carbon steel plate for
use in a number of end-use applications, including bridges,
railcars, tool and die, and heavy machine and equipment.  It
offers a range of steel plate products of varying thickness, width
and length.

At Sept. 29, 2007, Claymont Steel Holdings' balance sheet showed
total assets of $157.65 million, total liabilities of
$197.22 million, resulting to a total shareholders' deficit of
$39.57 million.


CLEAR CHANNEL: Extends Merger Termination Date Until June 12
------------------------------------------------------------
Clear Channel Communications Inc. extended until June 12, 2008, in
accordance with the terms of the merger agreement providing for
the acquisition of Clear Channel by CC Media Holdings Inc., the
date on which a party may terminate the merger agreement if the
merger has not occurred as of that date.

CC Media Holdings Inc. is a corporation formed by private equity
funds sponsored by Bain Capital Partners LLC and Thomas H. Lee
Partners L.P.

               About Thomas H. Lee Partners L.P.

Thomas H. Lee Partners L.P. -- http://www.thl.com/-- is a private
equity investment firm in the United States. Since its founding in
1974, THL is a growth buyout firm, raising approximately $20
billion of equity capital in more than 100 businesses with an
aggregate purchase price of more than $125 billion and generating
superior returns for its investors and partners.

                About Bain Capital Partners LLC

Headquartered in Boston, Massachussetts, Bain Capital Partners LLC
-- http://www.baincapital.com/--  is a private investment firm
that manages several pools of capital including private equity,
high-yield assets, mezzanine capital and public equity with more
than $40 billion in assets under management. Since its inception
in 1984, Bain Capital has made private equity investments and add-
on acquisitions in over 230 companies around the world, including
investments in a broad range of companies such as Burger King,
HCA, Warner Chilcott, Toys "R" Us, AMC Entertainment, Sensata
Technologies, Burlington Coat Factory and ProSiebenSat1 Media.
Bain Capital has offices in New York, London, Munich, Tokyo, Hong
Kong and Shanghai.

              About Clear Channel Communications

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

                          *     *     *

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


COAST RANGE BREWING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Coast Range Brewing Co., Inc.
        dba Farmhouse Brewing Co.
        7050 Monterey Street
        Gilroy, CA 95020-6614

Bankruptcy Case No.: 07-54157

Type of Business: The Debtor produces beer.  See
                  http://www.whatalesyou.com/

Chapter 11 Petition Date: December 12, 2007

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Henry G. Rendler, Esq.
                  1550 The Alameda, Suite 308
                  San Jose, CA 95126
                  Tel: (408) 293-5112

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
   ------                      ---------------       ------------
Ernest S. Filice               Lessors of debtor's   $334,312
Ann R. Filice                  real property, rent
8710 Wild Iris Drive           arrears of $134,312
Gilroy, CA 95020               and note payable of
                               $200,000

Department of the Treasury     form 941 payroll      $200,000
Internal Revenue Service       tax
P.O. Box 21126
Philadelphia, PA 19114

Department of the Treasury     federal alcohol tax   $110,853
Alcohol & Tobacco Tax &
Trade Bureau
P.O. Box 371962
Pittsburgh, PA 15250-7962

David Ascher                   note payable          $81,152

Employment Development         state employment      $38,552
Department                     tax

California Glass Co.           vendor                $33,408

Canada Malting Co., Ltd.       vendor                $25,286

Brewer's Supply Group          vendor                $24,224

State Board of Equalization    sales tax             $16,886
Excise Taxes and Fees
Division

Penske Truck Leasing Co.       truck rental          $15,731

Accounting Associates          accounting            $14,382
                               services

Department of Conservation     fees                  $14,309
State of California

P.G.&E. Electric               utility supplier      $12,514

Ramsay Borthwick               wages                 $6,080

Carbonic Service, Inc.         vendor                $5,184

Keepit Kool Refrigeration,     vendor                $5,570
Inc.

U.P.S.                         vendor                $5,141

Bay City Boiler                vendor                $5,070

Certified Foods, Inc.          vendor                $4,581

Keoki Brewing                  vendor                $4,800


COMIC BOOK MOVIES: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Comic Book Movies, L.L.C.
        11400 West Olympic Boulevard, 2nd Floor
        Los Angeles, CA 90064

Bankruptcy Case No.: 07-21639

Type of Business: Founded in 2005, the Debtor builds entertainment
                  franchises from intellectual properties and
                  international comics and manga.  It has
                  partnerships with a number of comic-book
                  creators.

Chapter 11 Petition Date: December 12, 2007

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Joseph A. Eisenberg, Esq.
                  Jeffer, Mangels, Butler & Marmaro, L.L.P.
                  1900 Avenue of The Stars 7th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 203-8080

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
C.B. Pictures, Inc.            loans                 $453,500
Attention:
C.I.O. Gary A. Gertula
180 Brannan Street, Suite 425
San Francisco , CA 94107

Michael Pamess                 loans                 $185,000
C/O Gary Kauffman, Esq.
Dunlap & Moran
1990 Main Street, Suite 700
Sarasota, FL 34236

Scott Hyten                    loans                 $177,090
957 Corsica Avenue
Pacific Palisades, CA 90272

Jack Luu                       loans                 $160,000

Russell Productions            trade debt            $150,000

Lotus, Inc.                    trade debt            $120,260

iNDELIBLE                      trade debt            $80,000

Falconeer, L.L.C.              loans                 $70,000

Nathaniel Hicks                trade debt            $42,202

Vanbar/J.C.I.                  trade debt            $40,000

Gerry Jones                    trade debt            $27,626

Michael Usian                  trade debt            $7,324

Stephen Scheffer               trade debt            $3,417

Stephen Searff                 trade debt            $4,933

G.M. Printing                  trade debt            $857

O'Melveny & Myers              attorney fees         $590


CULLIGAN INT'L: Weak Performance Cues Moody's to Cut Ratings
------------------------------------------------------------
Moody's Investors Service downgraded Culligan International
Company's debt ratings to reflect weaker-than-expected operating
performance and credit metrics since the company completed a $900
million leveraged recapitalization in May 2007, which included a
$375 million dividend payment to its equity holders, including
Clayton, Dubilier & Rice Fund VI Limited Partnership.  The rating
outlook is stable.

Following the May 2007 recapitalization transaction, weak organic
revenue growth and transition issues associated with the
relocation of distribution activities to a third-party have led to
lower profitability and weaker-than-expected credit metrics.  For
the latest twelve month period ending September 30, 2007, debt /
EBITDA (calculated using Moody's standard analytic adjustments)
exceeded 8.0 times, up significantly from nearly 7.0 times
expected on a pro forma basis using 2006 results following the
recapitalization.  "It will now take longer than expected for the
company to reduce leverage to levels more commensurate with the
previous rating," says Moody's analyst, Michael Zuccaro.  The
rating agency stated in March 2007 that downward pressure on
Culligan's ratings would occur if operating performance declined
materially such that debt/EBITDA increased above 7.0 times.

Moody's downgraded these:

Issuer: Culligan International Company

  -- Corporate Family Rating to B3 from B2
  -- Probability of Default Rating to B3 from B2
  -- First Lien Senior Secured Credit Facilities to B2 (LGD 3,
     33%) from B1 (LGD 3, 34%)
  -- Second Lien Senior Secured Term Loan to Caa2 (LGD 5, 84%)
     from Caa1 (LGD 5, 85%)

The rating outlook is stable.

The B3 corporate family rating reflects the significant increase
in leverage that has occurred as a result of weak operating
performance on top of the May 2007 debt-financed dividend to
shareholders.  The rating also reflects the company's much more
aggressive financial policy while it is still in the midst of
executing revitalization and growth plans for its North American
operations, which have historically lagged behind the more
profitable and cash flow generative European operations.
Furthermore, consolidated free cash flow is expected to remain
modest relative to the heavy debt load, leading to limited
capacity for significant debt reduction over the near-term.

Supporting the debt ratings are the company's broad geographic
diversity, the strength of its established brand, and its diverse
distribution channels and customers, and adequate liquidity.  The
non-cyclical nature of its products, low dealer churn rates, large
installed base and recurring nature of the majority of its revenue
typically provide a stable and predictable revenue platform.  When
coupled with expected further profitability improvement as a
result of continued restructuring and outsourcing actions and
planned future growth, the company should continue to generate
positive, albeit modest, free cash flow.  Liquidity is supported
by unused capacity under its revolving credit facility and lack of
financial covenants in the agreement.

The rating outlook is stable, reflecting Moody's expectation for
steady improvement in credit metrics over the near-to-intermediate
term, although starting out at much weaker levels than originally
expected following the recapitalization transaction in May 2007.

Culligan International Company is a U.S. operating subsidiary of
Culligan Holding S.ar.l., and the principal borrower under the
rated debt facilities.  Culligan is a global provider of water
treatment products and services for household and commercial
applications.  Products are sold under the Culligan brand.
Revenue was approximately $764 million over the latest twelve
month period ending Sept. 30, 2007.


DANA CORP: Wants to Sell Cape Girardeau Property for $2.8 Million
-----------------------------------------------------------------
Dana Corp. and its debtor-affiliates ask authority from the U.S.
Bankruptcy Court for the to sell a 15-acre parcel of real estate
and a 150,000 square-foot building located at 2075 Corporate
Circle in Cape Girardeau, Missouri, to Schaefer's Power Panels,
Inc., for $2,841,750.

The Debtors currently use the property for manufacturing, and
they are in the process of closing the manufacturing operations,
Corinne Ball, Esq., at Jones Day, in New York relates.

In accordance with an Asset Purchase Agreement, Schaefer will
bear the cost of the title commitment, inspection and any survey
and the other half of Dana Corp.'s escrow and closing fees.  At
closing, the Debtors will pay all real estate taxes and
installments of assessments that are due and payable as of the
closing date that are not prepetition taxes.

The Debtors will have the right to occupy the property until
Jan. 31, 2008 under a rent free leaseback where they will be
responsible for all utility and custodial services and any repair
liabilities up to $5,000 in aggregate.

Furthermore, the Debtors propose to pay broker commissions of
$107,061 to Signature Associates and $128,475 to Lorimont Place,
Ltd.  The Debtors represent that Signature served as a primary
broker on the proposed sale, and Lorimont worked with Signature
as a cooperating broker.  Thus, the Debtors seek the Court's
authority to pay Lorimont's commission.

                           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: Wants to Sell Stateville Property for $9.6 Million
-------------------------------------------------------------
Dana Corp. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the to sell a 96-acre parcel of real estate
located at 1293 Glenway Drive in Statesville, North Carolina,
including all personal property, furnishings, fixtures and
equipment, to Doosan Infracore America Corporation for
$9.6 million.

Corinne Ball, Esq., at Jones Day, in New York relates that the
Debtors have closed the manufacturing operations located in the
property.

At closing, the Debtors will pay all real estate taxes and
installments of assessments that are due and payable as of the
closing that are not prepetition taxes.  Doosan will pay all
prepetition taxes and will be entitled to credit those against
the purchase price.

Pursuant to the Asset Purchase Agreement, the Debtors propose to
pay broker commissions of $360,000 to Signature Associates and
$200,000 to Binswanger Corporation and Stiles and Company.
Binswanger worked with Signature to represent the Debtors on the
proposed sale while Stiles represented Doosan.

The Debtors will assume and assign to Doosan the existing phone
system lease related to the Statesville property with LaSalle
Systems Leasing, Inc. at the closing of the proposed sale.

                           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).


DELHI CORP: Court Approves Equity Purchase & Commitment Agreement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Amendment to the New Equity Purchase and
Commitment Agreement, as modified, among the Debtors, Appaloosa
Management L.P., Harbinger Capital Partners Master Fund I, Ltd.,
Pardus Capital Management, L.P., Merrill Lynch, Pierce, Fenner &
Smith, Inc., UBS Securities LLC, and Goldman Sachs & Co.  The
Debtors and the Appaloosa Plan Investors subsequently entered
into the EPCA Amendment on Dec. 10, 2007.

A full-text copy of the EPCA Amendment is available for free at:

               http://ResearchArchives.com/t/s?2662

Except as provided in the EPCA Amendment, the Aug. 2, 2007 New
EPCA remains in full force and effect, the Court clarifies.

The Honrable Robert Drain has permitted the Debtors and the Plan
Investors to make non-material modifications to the EPCA Amendment
without further Court order as long as those modifications are not
opposed by either the Official Committee of Unsecured Creditors
or the Official Committee of Equity Security Holders.

The EPCA Amendment revises a number of provisions in the New EPCA
to reflect events and developments since Aug. 3, 2007, including
those relating to Court approvals in connection with the EPCA
Amendment; Delphi's delivery of a revised disclosure letter and a
revised business plan; updates and revisions to representations
and warranties; the Debtors' agreements with principal labor
unions; the execution and amendment of certain settlement
agreements with General Motors Corp.; the execution of a best
efforts financing letter; and the filing of the First Amended
Plan of Reorganization and Disclosure Statement.  The EPCA
Amendment no longer outlines Delphi's proposed framework for a
plan of reorganization but instead, except for corporate
governance matters, relies upon the First Amended Plan for that
function, David M. Sherbin, Delphi Corp. Vice President, General
Counsel and Chief Compliance Officer, relates.

Furthermore, the EPCA Amendment revises provisions relating to
the Discount Rights Offering, including the replacement of
existing common stockholders with unsecured creditors, under the
Plan.  The EPCA Amendment further reflects certain economic
changes for recoveries provided under the Plan, and a post-
emergence capital structure that includes Series C Preferred
Stock to be issued to GM.

The EPCA Amendment also removes or narrows the scope of certain
conditions to closing in the New EPCA to provide greater
certainty to the consummation of the transaction, including:

   * the no-strike conditions to include only strikes that occur
     after Oct. 29, 2007;

   * the capitalization condition to reduce the net debt required
     for the Debtors on the closing date; and

   * to exclude from the condition relating to the approval of
     material investment documents, numerous documents which have
     already been delivered by the Debtors to the Plan Investors
     like the Plan, the Disclosure Statement, the settlement
     agreements with GM, and the business plan.

Certain conditions to closing, however, were added by the EPCA
Amendment, including those requiring:

   -- the release and exculpation of each Plan Investor as set
      forth in the EPCA Amendment;

   -- that Delphi will have undrawn availability of
      $1,400,000,000 under the asset backed revolving loan
      facility, subject to certain exclusions;

   -- an interest expense condition that limits the Reorganized
      Debtors' pro forma interest expense on its indebtedness
      during 2008 to $585,000,000;

   -- that scheduled Pension Benefit Guarantee Corporation liens
      be withdrawn; and

   -- that the aggregate amount of trade and unsecured claims be
      no more than $1,450,000,000, subject to certain waivers and
      exclusions.

                  Delphi Amends Rights Agreement
                to Accommodate Appaloosa Investors

Pursuant to the Rights Agreement dated as of Feb. 1, 1999, as
amended, between Delphi Corp. formerly known as Delphi Automotive
Systems Corp., and Computershare Trust Company, N.A., as
successor Rights Agent, one Right is issued and attached to each
outstanding share of Delphi's common stock.

The Rights constitute a separate class of securities registered
under the Securities Act of 1933, as amended, and entitle the
holder of the Right, in certain circumstances, to purchase from
Delphi a unit consisting of one one-hundredth of a share of
Series A Junior Preferred Stock, par value $0.10 per share, at an
exercise price of $65 per Right, subject to adjustment in certain
events, Mr. Sherbin relates.

On Dec. 10, 2007, Delphi amended the Rights Agreement to exempt
the Appaloosa Plan Investors, as well as the Investors' assignees
or transferees, from the definition of "Acquiring Person" as that
term is defined in the Rights Agreement, solely as a result of
transactions contemplated by the New EPCA, as amended by the EPCA
Amendment.  As a result, the Plan Investors' entry into the EPCA
Amendment and the consummation of the transactions contemplated
by the New EPCA will not trigger the Series A Preferred Stock
purchase rights under the Rights Agreement, Mr. Sherbin explains.

A full-text copy of the Rights Agreement, as amended on Dec. 10,
2007, is available for free at:

              http://ResearchArchives.com/t/s?2661

Based on information supplied by the Plan Investors to the SEC in
Schedules 13D, reviewed by the Debtors as of Nov. 8, 2007, the
Plan Investors hold an aggregate of 125,644,421 shares of Delphi
common stock:

   Plan Investor                                  Shares Held
   -------------                                  -----------
   Appaloosa Management L.P.                       52,000,000
   Harbinger Capital Partners Master Fund I, Ltd.  26,450,000
   Pardus Special Opportunities Master Fund L.P.   26,400,000
   Goldman, Sachs & Co.                            14,892,921
   UBS Securities LLC                               4,419,294
   Merrill Lynch, Pierce, Fenner & Smith Inc.       1,482,206

                        About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that
Plan.  (Delphi Bankruptcy News, Issue No. 102; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELI STARS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Deli Stars, L.L.C.
        359 McLean Boulevard
        Paterson, NJ 07513

Bankruptcy Case No.: 07-28378

Type of Business: The Debtor sells dairy products in wholesale.

Chapter 11 Petition Date: December 13, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Jeffrey A. Cooper, Esq.
                  Carella, Bryne, Bain, Gilfillan, Cecchi, Stewart
                  & Olstein
                  5 Becker Farm Road
                  Roseland, NJ 07068-1735
                  Tel: (973) 994-1700

Total Assets: $6,137,914

Total Debts: $12,058,070

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
All Star, Ltd.                 $1,517,382
P.O. Box 1445
Fond Du Lac, WI 54936

Armour-Eckrich Meats           $351,488
14622 Collections Center Drive
Chicago, IL 60693

Wells Co-Pack Foods            $333,247
115 North Broadway
Wells, MN 56097

Master's Gallery               $296,693
P.O. Box 1450
Northwest 5261
Minneapolis, MN 55485

Tur-Pak Foods                  $260,030
6201 McArthur
Sioux City, IA 51111

C.H. Robinson World Wide       $187,392

Delallo Fine Foods             $183,477

Tray-Pak                       $177,664

Belmark, Inc.                  $160,617

Kent H. Landsberg Co.          $110,994

Patrick Cudahy                 $95,874

Clear Lam Packaging, Inc.      $86,713

Ristow Trucking                $70,040

John Morrell & Co.             $67,514

Pactiv Corp.                   $59,706

Stone Plastics, Inc.           $50,545

Rich-Seapack                   $42,414

Plastic Ingenuity, Inc.        $42,333

Food Talk                      $40,123

Drangle Cheese                 $39,143


DELPHI CORP: Court Approves Modified Disclosure Statement
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order formally approving Delphi Corp. and its debtor-
affiliates' Disclosure Statement, as modified, on Dec. 10, 2007.

As previously reported, the Court directed the Debtors to make
certain changes to the Disclosure Statement at the hearing to
consider confirmation of the Disclosure Statement, which hearing
concluded on Dec. 7, 2007.

Accordingly, the Debtors amended the Joint Plan of Reorganization
and Disclosure Statement and subsequently filed a First Amended
Plan of Reorganization and accompanying Disclosure Statement on
Dec. 10, 2007.  The Court approved the First Amended Disclosure
Statement on the same date, Dec. 10, 2007.

The modifications reflected in the First Amended Plan and the
First Amended Disclosure Statement do not materially impact the
terms of the Plan.

Delphi Corp. Vice President and Chief Restructuring Officer John
D. Sheehan relates that the First Amended Plan continues to
provide for full recoveries for unsecured creditors at a
negotiated Plan enterprise value and fair consideration for
holders of Existing Common Stock.

In particular, the Plan provides that Holders of Allowed General
Unsecured Claims will receive New Common Stock and Discount
Rights equal to 100% of their Allowed General Unsecured Claim
plus applicable Postpetition Interest through the earlier of
Jan. 31, 2008, and the Plan Confirmation Date.  The distribution
of New Common Stock to holders of General Unsecured Claims will
equal 77.3% of the holders' Allowed General Unsecured Claim, and
the remaining 22.7% of the Claim will be satisfied through the
pro rata distribution of Discount Rights, Mr. Sheehan says.

The Debtors are currently in the process of arranging for exit
financing, comprised of:

   (1) up to $2,550,000,000 in equity investments through the
       Discount Rights Offering and the transactions contemplated
       by the New Equity Purchase and Commitment Agreement among
       the Debtors, Appaloosa Management L.P., and the other Plan
       Investors; and

   (2) debt financing consisting of:

       * a $1,600,000,000 asset-based revolving loan facility;

       * a $3,700,000,000 of first-lien funded financing; and

       * a $1,500,000,000 of second-lien funded financing of which
         up to $750,000,000 will be placed with GM.

The Debt Financing will be arranged by JPMorgan Securities Inc.,
JPMorgan Chase Bank, N.A., and Citigroup Global Markets Inc.

The Debtors believe that the Exit Financing will enable them to
honor their obligations under the Plan, and transition out of
bankruptcy and into successful operation post-emergence.

A full-text copy of the First Amended Plan is available for free
at http://bankrupt.com/misc/Delphi_1stAmendedReorgPlan.pdf

A full-text copy of the First Amended Disclosure Statement is
available for free at
http://bankrupt.com/misc/Delphi_1stAmendedDS.pdf

The Debtors maintain that the Plan provides for an equitable and
early distribution to creditors and shareholders, preserves the
value of Delphi's business as a going concern, and preserves the
jobs of employees.  The Debtors aver that any alternative to
confirmation of the Plan, such as liquidation or attempts by
another party-in-interest to file a plan, will result in
significant delays, litigation, and costs, as well as the loss of
jobs.  Moreover, the Debtors believe that their creditors and
shareholders will receive greater and earlier recoveries under
the Plan than those that would be achieved in liquidation or
under an alternative plan.

The Plan continues to be supported by General Motors Corp., the
Plan Investors, and both the Official Committee of Unsecured
Creditors and the Official Committee of Equity Security Holders,
according to Mr. Sheehan.

                          Court Decree

The Honorable Robert Drain finds that the Disclosure Statement
complies with the provisions of the Bankruptcy Code and the
Federal Rules of Bankruptcy Procedure.  In particular, the
Disclosure Statement contains adequate information within the
meaning of Section 1125(a) of the Bankruptcy Code.  The Disclosure
Statement also complies with the requirements of Bankruptcy Rule
3016(c) by sufficiently describing in specific and conspicuous
bold language the provisions of the Joint Plan of Reorganization
that provide for releases and injunctions against conduct not
otherwise enjoined under the Bankruptcy Code.  Moreover, the
Disclosure Statement sufficiently identifies the persons and
entities that are subject to those releases and injunctions.

To the extent not already withdrawn or reflected in changes to
the Disclosure Statement, all objections filed or otherwise
asserted against the Disclosure Statement are overruled.

                        About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that
Plan.  (Delphi Bankruptcy News, Issue No. 102; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELPHI CORP: Court Sets Plan Confirmation Hearing on January 17
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing to consider confirmation of Delphi Corp.
and its debtor-affiliates' First Amended Joint Plan of
Reorganization, dated Dec. 10, 2007, on Jan. 17, 2008, at 10:00
a.m. prevailing Eastern time.

Objections to confirmation of the Plan must:

   -- be served by Jan. 11, 2008, at 4:00 p.m. prevailing Eastern
      time;

   -- be in writing;

   -- comply with the Bankruptcy Rules and the Local Bankruptcy
      Rules for the Southern District of New York;

   -- set forth the name of the objector and the nature and
      amount of any claim or interest asserted by that objector
      against or in the Debtors or the Debtors' estates and
      property;

   -- state with particularity the legal and factual bases for
      the objection; and

   -- be filed with the Court and served on:

      * the Debtors' counsel:

        Skadden, Arps, Slate, Meagher & Flom LLP
        333 West Wacker Drive, Suite 2100
        Chicago, Illinois 60606
        (800) 718-5305
        Att'n: John Wm. Butler, Jr.
        Att'n: George N. Panagakis
        Att'n: Ron E. Meisler
        Att'n: Nathan L. Stuart

        and

        Skadden, Arps, Slate, Meagher & Flom LLP
        Four Times Square
        New York, New York 10036
        Att'n: Kayalyn A. Marafioti
        Att'n: Thomas J. Matz

      * the U.S. Trustee

        The Office of the U.S. Trustee
        33 Whitehall Street, Suite 2100
        New York, New York 10004
        Att'n: Alicia M. Leonhard

      * Counsel for the Official Committee of Unsecured Creditors

        Latham & Watkins LLP
        885 Third Avenue
        New York, New York 10022
        Att'n: Robert J. Rosenberg
        Att'n: Mitchell A. Seider
        Att'n: Mark A. Broude

      * Counsel for the Official Committee of Equity Security
        Holders

        Fried, Frank, Harris, Shriver & Jacobson LLP
        One New York Plaza
        New York, New York 10004
        Att'n: Brad E. Scheler
        Att'n: Bonnie K. Steingart
        Att'n: Vivek Melwani

      * Counsel for JPMorgan Chase Bank, N.A., and the other
        postpetition lenders

        Davis Polk & Wardwell
        450 Lexington Avenue
        New York, New York 10022
        Att'n: Donald S. Bernstein
        Att'n: Brian M. Resnick

      * Counsel for Plan Investor A-D Acquisition Holdings, LLC

        White & Case LLP
        Wachovia Financial Center
        200 South Biscayne Boulevard
        Suite 4900, Miami, Florida 33131
        Att'n: Thomas E. Lauria
        Att'n: Michael C. Shepherd

        and

        White & Case LLP
        1155 Avenue of the Americas
        New York, New York 10036
        Att'n: Gerard H. Uzzi
        Att'n: Glenn M. Kurtz
        Att'n: Douglas P. Baumstein

      * Counsel for General Motors Corp.

        Weil, Gotshal & Manges LLP
        767 Fifth Avenue
        New York, New York 10153
        Att'n: Jeffrey L Tanenbaum
        Att'n: Michael P. Kessler
        Att'n: Robert J. Lemons

                        About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that
Plan.  (Delphi Bankruptcy News, Issue No. 102; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELTA FUNDING: S&P Assigns Default Rating on Class M-2 Certs.
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-2 home equity loan asset-backed certificates from Delta Funding
Home Equity Loan Trust 2000-4 to 'D' from 'CCC'.  Concurrently,
S&P affirmed its 'AA' rating on class M-1 from the same series.

S&P downgraded class M-2 because it experienced $133,852 in
realized losses during the November 2007 remittance period.  This
transaction has paid down to 7.06%, or $8.116 million of the
original principal balance.  Cumulative realized losses to date
are $11.48 million.

The certificates represent an ownership interest in a REMIC-
elected trust fund consisting of fixed- and adjustable-rate
mortgage loans secured primarily by one- to four-family
residential properties.


                        Rating Lowered

           Delta Funding Home Equity Loan Trust 2000-4
            Home equity loan asset-backed certificates

                                   Rating
                                   ------
                 Class       To                From
                 -----       --                ----
                 M-2         D                 CCC

                        Rating Affirmed

           Delta Funding Home Equity Loan Trust 2000-4
            Home equity loan asset-backed certificates

                         Class       Rating
                         -----       ------
                         M-1         AA


DISTRICT OF COLUMBIA: S&P Lowers Rating on $2.2MM Bonds to B
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on District
of Columbia Housing Finance Agency's (Benning Road Apartments)
$2.2 million multifamily housing bonds series 1995 to 'B' from
'BB'.  The outlook is stable.

The downgrade reflects debt service coverage below 1.0x over the
last several years, a slight increase in the vacancy loss at the
property, and a debt service reserve fund funded at less than
maximum annual debt service as permitted by the trust indenture.

The latest audited financial results at fiscal year-end Dec. 31,
2006, show DSC at 0.90x MADS, up from 0.77x MADS in 2005 and 2004.
The coverage has remained below 1.0x MADS, and has been
fluctuating from a high of 1.08x in 1999 to 0.77x in 2004 and
2005.

The average rent at the project increased to $1,116 per unit, up
from $1,108 in fiscal 2005 and $1,047 in fiscal 2004.  The project
received a rental increase which was effective February 2007.
Nonetheless, there was no significant increase in rental revenue
due to an increase in the vacancy loss.  Expenses at the project
are at $8,530 per unit, down from $9,452 in 2005.  This 10%
decrease was primarily due to a 20% decrease in utilities
expenses, 13% decrease in maintenance and repair expenses, and a
3% decrease in administrative expenses.

Debt per unit was $25,465 as of Nov. 14, 2007.  The average
physical occupancy was at 98.68% for 2006, down from 99.16% in
2005.  According to the project manager, the occupancy at the
property remains strong and is in line with occupancy at other
Section 8 projects.


DYSERBURG HEALTHCARE: Files Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Lead Debtor: Dyersburg Healthcare, Inc.
             8900 S. Germantown Rd., #200
             Olive Branch, MS 38654

Bankruptcy Case No.: 07-14555

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------

Lexington Healthcare, Inc.                         07-14558
Whitehaven Healthcare, Inc.                        07-14559

Chapter 11 Petition Date: December 12, 2007

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  http://www.harrisgeno.com/

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtors did not file its list of 20 Largest Unsecured Creditors.


EASTON-BELL: Higher Leverage Cues S&P to Cut Rating to B
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Easton-Bell Sports Inc. to 'B' from 'B+'.  At the same
time, Standard & Poor's lowered its rating on the Easton-Bell's
senior secured bank loan to 'B+' from 'BB-', and the rating on its
senior subordinated debt to 'CCC+' from 'B-'. The outlook is
negative.

"The downgrade is based on the company's higher-than-expected
leverage of about 6.6x, which S&P do not expect will improve
significantly in the near term and thus is more in line with the
revised ratings," said Standard & Poor's credit analyst Patrick
Jeffrey.

In addition, Easton-Bell's operating performance is below expected
levels due to margin compression in its action sports segment,
Sarbanes-Oxley compliance costs, SAP implementation costs, higher
fuel costs, and increased product liability costs.  Further,
working capital challenges are expected to result in marginal free
cash flow generation over the near term.  "As a result," said Mr.
Jeffrey, "we expect the company's financial covenant cushion to
tighten in the fourth quarter of fiscal 2007 as covenants become
more restrictive."

The ratings reflect Van Nuys, California-based Easton-Bell's high
debt leverage, participation in the highly competitive sporting
goods industry, lack of geographic diversity, and an aggressive
financial policy.  These risks are mitigated by the company's
leading market positions in football, cycling, baseball, and
hockey equipment.


FAWCETT BOAT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Fawcett Boat Supplies, Inc.
             dba T&S Ripley Inc.
             dba TSR Marine
             dba Severn Partners, LLC
             dba Oceana Ltd.
             dba Oceana Services
             1840 Margaret Street
             Annapolis, MD 21401

Bankruptcy Case No.: 07-22624

Type of Business: The Debtor provides boat supplies.
                  see: http://www.fawcettboat.com/

Chapter 11 Petition Date: December 12, 2007

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: Alan M. Grochal, Esq.
                  Tydings & Rosenberg, LLP
                  100 E. Pratt Street
                  Baltimore, MD 21202
                  Tel: (410) 752-9715
                  http://www.tydingslaw.com/

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------

Birney, Arthur A.              $851,400
888 17th Street, NW
Washington, DC 20005

Hart, Andy                     $316,666
65 West 13th Street
Apt. 5C
New York, NY 10011

Cogan, Maureen                 $166,666
15 West 53rd Street
Apt. 31B
New York, NY 10019

Anderson, Mike                 $166,666

Interlux Yacht Finishes        $151,759

Lunder, Bob                    $150,000

3M                             $129,925

Dow, Michael F.                $100,000

Cogan, Maureen                 $100,000

Donovan Marine                 $88,799

Culver, Wells                  $75,000

Dr. Shrink, Inc.               $69,620

Hart, Libby                    $50,000

Kop-Coat, Inc.                 $45,178

Chandler, LLC                  $37,184

Musto Limited                  $26,530

Composites One LLC             $25,987

Phoenix Resins, Inc.           $24,999

ITT Jabsco/Rule                $24,590

Council, Baradel,              $23,484
Kosmerl & Nolan Attorneys at
Law


FIG: Shuts Down Stores; Mulls Bankruptcy Filing
-----------------------------------------------
Fig fka Advanced LipoDissolve closed operations at 17 of
its 18 store locations and "will likely" file for bankruptcy,
Bill Rochelle of Bloomberg News reports, citing a statement
in the company's Web site.

David Ellison of Houston Chronicle relates that current
patients undergoing treatment will be contacted by the
company regarding continued treatment options or making a
refund claim.

Separately, Christopher Tritto of St. Louis Business Journal
says that the company laid off many employees at its Maryland
Heights headquarters following a Nov. 28 board meeting with
investors Bessemer Venture Partners of Larchmont, N.Y.

In September 2007, Fig said it "completed a recapitalization
of the company and secured an eight-figure capital investment
from Bessemer Venture Partners."

BVP's investment in the company resulted in a minority equity
ownership interest, with the goal of providing additional
working capital for Fig.  BVP Managing Partner, Rob Stavis,
also joined Fig's Board of Directors.

                 About Bessemer Venture Partners

Bessemer Venture Partners -- http://www.bessemerventures.com/--
is a private venture capital operation.  BVP has offices in New
York, Massachusetts, California, India and China.

                            About Fig

Headquartered in St. Louis, Mo., Fig fka Advanced LipoDissolve
-- http://www.fig.com/-- provides individualized body shaping
services to patients across the United States through its 15 body
shaping centers.


FINISAR CORP: Posts $9.8 Mil. Net Loss in 2007 Second Quarter
-------------------------------------------------------------
Finisar Corporation reported financial results for the second
quarter ended Oct. 28, 2007.

The company reported net loss of $9.8 million compared to a net
loss of $7.3 million, in the first quarter and $30.3 million in
the second quarter of the prior year.  Last year's loss was the
result of a $31.6 million charge associated with the exchange of
$100 million of the company's outstanding 2-1/2% convertible notes
due in 2010 for new notes with the same interest rate but
incorporating a net share settlement feature whereby the company
agreed to pay the underlying principal in cash.

The company's operating results include a number of non-cash and
cash charges related to acquisitions, the sale of minority
investments, restructuring activities and financing transactions.

For the second quarter of fiscal 2008, these items resulted in net
charges of $12.3 million and included:

   -- $2.5 million in stock compensation expense;
   -- $3.1 million in expenses related to the company's stock
      option investigation and related restatement;
   -- $2.5 million related to charges for slow-moving and
      obsolete inventory;
   -- $2.2 million in amortization charges related to acquired
      developed technology and purchased intangibles arising
      from previous acquisitions; and
   -- $1.3 million related to the amortization of discount on
      convertible notes issued in 2001.

The charge for slow-moving and obsolete inventory was based on an
estimate of the amount of inventory that will be unused after
twelve months although a portion of that inventory may in fact be
used beyond this period.

"Our revenue miss last quarter was due to a combination of product
and customer specific issues that occurred at a small number of
large customers," Jerry Rawls, Finisar's chairman of the board,
president and CEO, said.  "The shortfall was not caused by lack of
demand.  And, the problems have been resolved since the quarter's
end.  Our customers continue to be optimistic about the prospects
for growth for our 10 and 40 Gbps product lines.  In response to
their encouragement, we continue to invest heavily in high-speed
optical communication devices.  Examples include 40 and 100
Gigabit Ethernet transponders and the recently announced 10
Gigabit Laserwire active optical link which replaces bulky and
power hungry copper-based connections in data centers."

The company's cash position has been impacted by two acquisitions
in recent quarters involving an outlay of approximately $13.7
million in cash in addition to approximately $10 million in
expenses related to the stock option investigation.

At Oct. 28, 2007, the company's balance sheet showed total asssets
of $528.87 million, total liabilities of $357.12 million, and
total stockholders' equity of $171.75 million.

                    About Finisar Corporation

Headquartered in Sunnyvale, California, Finisar Corporation
(NASDAQ: FNSR) -- http://www.finisar.com/-- provides fiber optic
components and subsystems and network test and monitoring systems.
These products enable high-speed data communications for
networking and storage applications over Gigabit Ethernet Local
Area Networks, Fibre Channel Storage Area Networks, and
Metropolitan Area Networks using Fibre Chanel, IP, SAS, SATA, and
SONET/SDH protocols.

                          *     *     *

As reported in the Troubled Company Reporter on July 24, 2007,
Finisar Corporation received three substantially identical
purported notices of default from U.S. Bank Trust National
Association, as trustee for the company's 2-1/2% Convertible
Senior Subordinated Notes due 2010, its 2-1/2% Convertible
Subordinated Notes due 2010 and its 5-1/4% Convertible
Subordinated Notes due 2008.

The notices each indicated that, if the company does not cure the
purported default within 60 days, an "Event of Default" would
occur under the respective Indenture.

In the company's 10K filed on Dec. 4, 2007, the company stated
that it instituted a litigation seeking judicial declaration that
the company is not in default under the indentures, in
anticipation of the assertion by the Trustee or the noteholders
that "Events of Default" had occurred, and a potential attempt to
accelerate payment on one or more series of the notes.

The company added that should it be unsuccessful in the
litigation, the Trustee or the noteholders could attempt to
accelerate payment on one or more series of the notes.  As of
Oct. 31, 2007, there was $250.3 million in aggregate principal
amount of notes outstanding and an aggregate of approximately
$558,000 in accrued interest.


FORD MOTOR: Russian Authorities Ban Pickets
-------------------------------------------
Local authorities have prohibited picketing at Ford Motor Co.'s
manufacturing site in Vsevolozhsok, Russia, RIA Novosti reports
citing trade union leader Alexei Etmanov.

According to RIA Novosoti, striking employers had picketed the
site almost every day, except on weekends.

As reported in the Troubled Company Reporter on Nov. 23, 2007,
workers launched an indefinite strike on Nov. 20, 2007, demanding
higher wages and reduction of night shifts from March 2008.  The
strike halted the Ford Focus production line.

The parties initially met on Nov. 26, 2007, when the management
agreed in principle to raise wages.  Ford resumed production on
Nov. 28, 2007, with non-striking employees working on a single
shift.

"The administration has launched a night shift, but this produced
only 38 of the 100 cars requested per shift" Mr. Etmanov told RIA
Novsoti.

According to RIA Novosti, the number of striking employees have
reached 650.

RIA Novosti relates that Russian social observers heralded the
ongoing strike as the birth of organized union activity in post-
Soviet Russia.

The Vsevolozhsk plant produced about 60,000 cars in 2006, mainly
the Focus model, and plant officials have said they were hoping
to increase production to 75,000 for 2007.

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.


G-FORCE 2005-RR2: Accelerated Losses Cue Fitch's Neg. Watch
-----------------------------------------------------------
Fitch has placed these classes of G-Force 2005-RR2 LLC on Rating
Watch Negative:

  -- $21,204,000 Class E Notes, 'BBB+';
  -- $23,698,000 Class F Notes, 'BBB';
  -- $31,182,000 Class G Notes, 'BBB-';
  -- $19,957,000 Class H Notes, 'BB+';
  -- $12,473,000 Class J Notes, 'BB';
  -- $11,226,000 Class K Notes, 'BB-';
  -- $12,472,000 Class L Notes, 'B+';
  -- $11,226,000 Class M Notes, 'B';
  -- $9,978,000 Class N Notes, 'B-';

The classes of this transaction, which is categorized as a first
loss ReREMIC, have been placed on Rating Watch Negative due to the
accelerated pace of losses and projected losses based on an
analysis of loans in special servicing.  The collateral for this
first loss ReREMIC consists of a high concentration of tranches
with the least seniority within a CMBS transaction and, as such,
the tranches are the first to absorb losses.

According to the trustee, as of Nov. 26, 2007, the trust has
experienced $38.0 million in losses to date (3.8 % of the original
trust collateral).  Of the underlying collateral, $95.8 million is
currently 60 or more days delinquent.

The Rating Watch Negative status will be resolved within 90 days
in conjunction with a discussion with the asset manager regarding
its expectation of projected loss.


GUARDIAN TECH: Sept. 30 Balance Sheet Upside-Down by $8.8 Million
-----------------------------------------------------------------
Guardian Technologies International Inc.'s consolidated balance
sheet at Sept. 30, 2007, showed $2.4 million in total assets,
$11.0 million in total liabilities, and $246,911 in common shares
subject to repurchase, resulting in an $8.8 million total
shareholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1.1 million in total current
assets available to pay $1.5 million in total current liabilities.

The company reported a net loss of $3.4 million on net revenues of
$43,778 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $3.3 million on net revenues of $51,197 in the same
period last year.

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?2657

                       Going Concern Doubt

Goodman & Company L.L.P., in Norfolk, Virginia, expressed
substantial doubt about Guardiain Technologies International
Inc.'s  ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm reported that the
company has incurred significant operating losses since inception
and is dependent upon its ability to raise additional funding
through debt or equity financing to continue operations.

                   About Guardian Technologies

Based in Herndon, Virginia, Guardian Technologies International
Inc. (OTC BB: GDTI.OB) -- http://www.guardiantechintl.com/-- is a
technology company that designs and develops imaging informatics
solutions for delivery to its target markets:  aviation/homeland
security and healthcare.


INPHONIC INC: Court Okays $2.3 Million DIP Financing from Versa
---------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware authorized InPhonic Inc. and its debtor-
affiliates to borrow $2.3 million in debtor-in-possession
financing from Versa Capital Management, the Associated Press
reports.

In addition to approving the financing at the Tuesday hearing,
Judge Gross warned Versa Capital and the Debtors that the
bankruptcy case could be converted to a Chapter 7 liquidation
proceeding if an accord between the parties does not happen, the
AP says.  "[You] are running very serious risks," the AP quotes
Judge Gross as saying.

As reported in the Troubled Company Reporter on Dec. 13, 2007, the
Official Committee of Unsecured Creditors in the Debtors' case had
already asked the Court to dismiss the Debtors' bankruptcy case
or, in the alternative, convert the case to a liquidation
proceeding under Chapter 7.

According to the AP, Versa Capital was the only company that
offered to buy the Debtors.  Versa Capital insisted that there is
"nothing sinister" to their acquisition plans, the AP said in a
separate report, citing court filings.

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 TCR
reported.

                       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.


INTERSTATE BAKERIES: Teamsters & Yucaipa Presents Bid for IBC
-------------------------------------------------------------
The International Brotherhood of Teamsters and The Yucaipa
Companies, LLC, submitted a preliminary proposal for the
reorganization of Interstate Bakeries Corporation.

The proposal represents a collaborative effort by Yucaipa and the
Teamsters to identify a viable path for IBC to emerge from
bankruptcy with the greatest likelihood of success and maximizes
the value of IBC's estate for creditors, the union said in a press
release.

Under the proposal, Yucaipa and the Teamsters will jointly and
exclusively sponsor a plan of reorganization that provides for the
payment in full of claims held by IBC's senior secured lenders and
values the business at an enterprise valuation of $580 million.

In November, the Teamsters and Yucaipa teamed up with Bimbo
Bakeries USA to purchase IBC.  The Teamsters, Yucaipa and Bimbo
Bakeries proposed to invest in IBC's operations and marketing
while maximizing opportunities for IBC employees with respect to
job security, wages and benefits.

Bimbo manages the production and distribution of baked goods.
Founded in the early 1940s, the Fort Worth, Texas-based company
produces brands like Oroweat and Entenmann's.

On Nov. 5, 2007, IBC filed a plan of reorganization and related
disclosure statement with the U.S. Bankruptcy Court for the
Western District of Missouri.  The IBC Plan is based on:

   -- the commitment by Silver Point Finance, LLC, to provide IBC
      with up to $400 million in exit financing upon its emergence
      from Chapter 11; and

   -- IBC's plan funding agreements to support the Plan from JP
      Morgan Chase Bank, N.A., McDonnell Investment Management
      LLC, Quadrangle Master Fund Ltd., and Silver Point Capital,
      L.P.

In addition, several additional holders of IBC's prepetition
senior secured credit facility have also signed the Plan Funding
Agreements as of Nov. 2, 2007.  In total, holders of approximately
95% of the company's prepetition senior secured credit facility
support the Plan Funding Agreements, Craig Jung, chief executive
officer of IBC, has said in a press statement.

The IBC Plan, among other things, provides that:

   (a) the prepetition lenders' funded debt totaling approximately
       $450 million would be exchanged for $250 million in second
       lien notes, $165 million of convertible secured notes, and
       $35 million of class A common stock, each to be issued by
       Reorganized IBC;

   (b) holders of general unsecured claims would receive 25.9%
       of the outstanding shares of common stock of Reorganized
       IBC and the opportunity to participate in a rights
       offering entitling unsecured creditors to subscribe for
       an additional $50 million of class B common stock;

   (c) IBC's existing common stock would be cancelled, and
       existing shareholders would not receive any distribution;
       and

   (d) Reorganized IBC would obtain exit financing from Silver
       Point in an amount up to $400 million, consisting of a
       $120 million secured revolving credit facility, a
       $60 million senior secured term loan facility, and a
       $220 million letter of credit facility.

"We are pleased that with Yucaipa's unwavering support we have
reached this important milestone in IBC's Chapter 11 case," Jim
Hoffa, Teamsters General President, said.  "After more than three
years in bankruptcy, IBC is now poised to emerge from Chapter 11
as a stronger and healthier company."

"Although sacrifices will be required from all employees of IBC to
confirm our plan of reorganization, we believe this plan will
preserve the greatest number of jobs for our members," Rich Volpe,
IBT Teamsters Director of the Bakery and Laundry Conference, said.

"We are excited by the opportunity to revitalize a company like
Interstate Bakeries that has provided good union jobs for so many
years to working Americans," Ron Burkle, managing partner of
Yucaipa, said.  "Our involvement in Interstate Bakeries reflects
this philosophy."

Founded in 1903, the Teamsters Union represents more than
1,400,000 workers in the United States Puerto Rico and Canada.

                          About IBC

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

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

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

(Interstate Bakeries Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


JETBLUE AIRWAYS: Sells 19% Stake to Lufthansa for $300 Million
--------------------------------------------------------------
JetBlue Airways Corporation and Deutsche Lufthansa AG disclosed an
agreement for Lufthansa to make a minority equity investment in
JetBlue.  Under the terms of the agreement, which has been
approved by the Boards of both companies, Lufthansa will purchase
in a private placement approximately 42 million newly issued
common shares of JetBlue, or 19% of JetBlue's equity after giving
effect to the issuance.  Lufthansa is acquiring the shares at a
price of $7.27 per share, or a total of approximately $300
million, representing approximately a 16% premium to December 12
closing price of $6.25.

The agreement provides that a Lufthansa nominee will be appointed
to the Board of Directors upon the closing of the transaction.
The Lufthansa nominee will be a Class II director and will be up
for election at JetBlue's annual meeting in 2008.

"We are very pleased to become an investor in JetBlue," Lufthansa
Group Chairman and Chief Executive Officer Wolfgang Mayrhuber,
said.  "Our investment reflects the confidence we have in
JetBlue's quality, growth potential and management team. This
investment presents Lufthansa with a compelling opportunity to
invest in the U.S. point-to-point carrier market as the industry
continues to evolve. The transaction links two airlines with
international reputations for quality, innovation and a service
culture."

"We welcome this significant endorsement of JetBlue's franchise
from one of the most respected leaders in global aviation," Dave
Barger, JetBlue's CEO, said.  "The agreement reaffirms our belief
in JetBlue's disciplined growth plan and will also improve our
balance sheet and give us greater financial flexibility as we move
into 2008."

Both airlines also look forward to exploring potential
opportunities for further cooperation for the benefit of their
customers.  No specific areas of potential cooperation have been
agreed upon.

JetBlue shareholder approval is not required in connection with
the transaction, which is subject to regulatory review and
approval, and is expected to close in the first quarter of 2008.

This transaction represents the first significant investment by a
European air carrier in a U.S. point-to-point air carrier.

                         About Lufthansa

Headquartered in Frankfurt, Germany, Deutsche Lufthansa AG
(Xetra:WKN 823212) -- http://www.lufthansa.com/-- is a global
aviation group with about 400 subsidiaries and affiliates.  The
Group operates in five business areas, centering on its core
passenger transportation business.  In 2006, the Lufthansa
passenger airlines carried around 53.4 million passengers.  The
other business segments are Logistics, MRO, IT Services and
Catering.  The entire fleet of the Aviation Group comprises around
500 aircraft.  Together with SWISS International Airlines and the
regional carriers, flying on Lufthansa's behalf, the Group
operates more than 770,000 flights for its customers yearly.  The
Lufthansa Group currently employs more than 100,000 people.

                          About JetBlue

Headquartered in Forest Hills, New York, JetBlue Airways Corp.
(Nasdaq: JBLU) -- http://www.jetblue.com/-- provides passenger
air transportation services in the United States.  As of Feb. 14,
2007, it operated approximately 502 daily flights serving 50
destinations in 21 states, Puerto Rico, Mexico, and the Caribbean;
and a fleet of 98 Airbus A320 aircraft and 23 EMBRAER 190
aircraft.  The company also provides in-flight entertainment
systems for commercial aircraft, including live in-seat satellite
television, digital satellite radio, wireless aircraft data link
service, and cabin surveillance systems and Internet services,
through its wholly owned subsidiary, LiveTV LLC.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Fitch Ratings affirmed these debt ratings of JetBlue Airways
Corp.: issuer default rating at 'B'; and senior unsecured
convertible notes at 'CCC' with a recovery rating of 'RR6'.  The
rating outlook is stable.


JOHNNY CRAWFORD: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Johnny Glenn Crawford
        P.O. Box 1016
        Vernon, AL 35592

Bankruptcy Case No.: 07-72222

Chapter 11 Petition Date: December 12, 2007

Court: Northern district of alabama (Tuscaloosa)

Debtor's Counsel: Harry P. Long, Esq.
                  P.O. Box 1468
                  Anniston, AL 36202
                  Tel: (256) 237-3266

Total Assets:  $821,530

Total Debts: $6,026,368

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Internal Revenue Service       $2,400,000
801 Tom Martin Drive
Birmingham, AL 35203

G.E.C.C.                       $2,277,451
c/o James T. Heidelbach
One South Street, Suite 2200
Baltimre, MD 21201

Lamar Homecare, Inc.           $330,000
Post Office Box 547
Vernon, AL 35592

Lamar Broadcasting             $242,000

Bank of Vernon                 $235,000

Roger and Carol Redus          $117,000

Bank of Vernon                 $70,803

State of Alabama               $19,000

Whiteford, Taylor, Taylor &    $3,500
Preston

Lamar County Tax Collector     $3,500

Children's Hospital            $1,500

Fayette Medical Center         $800


JP MORGAN: Moody's Junks Rating on Class P Certificates
-------------------------------------------------------
Moody's Investors Service downgraded one class and affirmed the
ratings of twenty three classes of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2006-CIBC14 as:

  -- Class A-1, $42,964,694, affirmed at Aaa
  -- Class A-2, $141,263,000, affirmed at Aaa
  -- Class A-3A, $100,000,000, affirmed at Aaa
  -- Class A-3B, $118,197,000, affirmed at Aaa
  -- Class A-4, $957,540,000, affirmed at Aaa
  -- Class A-SB, $115,377,000 affirmed at Aaa
  -- Class A-1A, $425,692,874, affirmed at Aaa
  -- Class A-M, $274,737,000, affirmed at Aaa
  -- Class A-J, $209,486,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $61,816,000, affirmed at Aa2
  -- Class C, $27,474,000, affirmed at Aa3
  -- Class D, $41,210,000, affirmed at A2
  -- Class E, $24,040,000, affirmed at A3
  -- Class F, $34,342,000, affirmed at Baa1
  -- Class G, $27,473,000, affirmed at Baa2
  -- Class H, $41,211,000, affirmed at Baa3
  -- Class J, $13,737,000, affirmed at Ba1
  -- Class K, $13,737,000, affirmed at Ba2
  -- Class L, $6,868,000, affirmed at Ba3
  -- Class M, $3,434,000, affirmed at B1
  -- Class N, $6,869,000, affirmed at B2
  -- Class P, $6,868,000, downgraded to Caa1 from B3

As of the Nov. 13, 2007 distribution date, the transaction's
aggregate principal balance has decreased by approximately 0.8% to
$2.73 billion from $2.75 billion at securitization.  The
Certificates are collateralized by 198 loans, ranging in size from
less than 1.0% to 10.6% of the pool, with the top ten loans
representing 43.1% of the pool.  The pool includes four shadow
rated loans, which represent 19.7% of the pool.  No loans have
defeased or been liquidated from the pool.  Seven loans,
representing 1.8% of the pool, are in special servicing.  Moody's
is estimating $3.9 million of losses from all the specially
serviced loans.  Thirty-eight loans, representing 10.3% of the
pool, are on the master servicer's watchlist.

Moody's was provided with full year 2006 operating results for
93.0% of the performing loans.  Moody's weighted average loan to
value ratio for the conduit component is 102.9% compared to 100.3%
at securitization.  Moody's is downgrading Class P due to
dispersion (16.3% of loans have a Moody's LTV greater than 120%)
and projected losses on the specially serviced loans.

The largest shadow rated loan is the Houston Galleria Loan
($290.0 million -- 10.6%), which is a 50.0% pari-passu interest in
a $580.0 million loan.  It is secured by a 1.5 million square foot
super regional mall located in Houston, Texas.  The center is
anchored by Macy's, Neiman Marcus, Nordstrom and Saks Fifth
Avenue.  The space formerly occupied by Lord & Taylor was
reconfigured to an additional 102,000 square feet of in-line space
in 2006.  There is also a junior trust component of $130.0 million
as well as junior non-trust component of $110.0 million.  The loan
is interest only for the entire term.  Moody's current shadow
rating is Baa2 the same as at securitization.

The second largest shadow rated loan is the Patrick Henry Building
Loan ($120.0 million -- 4.4%), which is secured by a 520,000
square foot office building located in Washington, DC.  The
property is 100.0% leased by the U.S. Department of Justice until
August 2015.  The loan is interest only for the entire term.
Moody's current shadow rating is Baa3, the same as at
securitization.

The third largest shadow rated loan is the Center Point I Loan
($117.4 million -- 4.3%), which is a 90.0% paripassu interest in a
$130.5 million loan.  The loan is secured by 16
industrial/warehouse properties located in Illinois (15) and
Wisconsin (1).  The portfolio includes a total of 5.4 million
square feet.  The loan is interest only for 60 months.  Moody's
current shadow rating is Baa3, the same as at securitization.

The fourth largest shadow rated loan is the 155 Canal Street Loan
($9.8 million -- 0.4%), which is secured by a 24,000 square foot
office building located in New York City.  The property is 100.0%
leased the same as at securitization.  Moody's current shadow
rating is Baa2 the same as at securitization.

The top three conduit exposures represent 17.1% of the pool.  The
largest conduit loan is the Ballantyne Corporate Park Loan
($217.0 million -- 8.0%), which is secured by a portfolio of 18
office and two hotel properties located in Charlotte, North
Carolina.  The loan is interest only for the entire term.
Moody's LTV is 97.6% the same as at securitization.

The second largest conduit exposure is the Colony Line II
Portfolio Loan ($158.6 million -- 5.7%), which is secured by a
portfolio of eight crossed-collateralized and cross-defaulted
loans secured by two multi-family properties (728-units), four
industrial properties (2.5 million square feet), and two office
properties (374,000 square feet) located in Georgia, Virginia,
Texas and Illinois.  The loan is interest only for 84 months.
Moody's LTV is 91.2% compared to 92.8% at securitization.

The third largest conduit exposure is the Avion Business Park
Portfolio Loan ($95.0 million -- 3.5%), which is secured by seven
office buildings with a total of 586,466 square feet located in
Chantilly, Virginia.  Moody's LTV is 115.0% the same as at
securitization.


JTG SCAFFOLDING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: JTG Scaffolding, Inc.
             309 W. Elizabeth Avenue
             Linden, NJ 07036

Bankruptcy Case No.: 07-28287

Chapter 11 Petition Date: December 12, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: Leonard C. Walczyk, Esq.
                  Wasserman, Jurista & Stolz
                  225 Millburn Ave., Suite 207
                  P.O. Box 1029
                  Millburn, NJ 07041-1712
                  Tel: (973) 467-2700
                  Fax: (973) 467-8126
                  http://www.wjslaw.com/

Total Assets: $1,907,289

Estimated Debts: $1,899,987

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       taxes                 $952,008
Special Procedures
955 So. Springfield Avenue
Springfield, NJ 07081

State of New Jersey -- Sale    taxes                 $215,970
Tax
P.O. Box 999
Trenton, NJ 08646-0999

New Jersey Division of         taxes                 $114,837
Taxation
P.O. Box 248
Trenton, NJ 08646-0248

Metro Hoisting                 trade debt            $86,333

NJ Department of Labor         taxes                 $80,850
& Workforce Unemployment

John T. Gregorio, Jr.          trade debt            $55,906

Alimak Hoist, Inc.             trade debt            $50,855

NJBLS Welfare Fund             trade debt            $49,666

Vergona Crane Co.              trade debt            $34,033

NJ Carpenters Funds            trade debt            $26,672

Genova Burns and Verona        trade debt            $25,369

Swing Staging                  trade debt            $25,065

New York Timber LLC            trade debt            $24,872

Global Electric & Dev.         trade debt            $20,590

Valvano Insurance Agency       trade debt            $19,733

JTG & Son Scaffolding          trade debt            $17,106

AI Expediting Service          trade debt            $11,115

ACE USA                        trade debt            $10,000

Ironworkers Funds              trade debt            $9,975

Tomasso Bros                   trade debt            $7,310


KENDLE INTERNATIONAL: S&P Revises Outlook to Pos. from Stable
-------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Cincinnati, Ohio-based contract research organization Kendle
International Inc. to positive from stable.  S&P also revised its
issue rating on the company's amended $53.5 million revolver to
'BB' with a recovery rating of '1', indicating the expectation of
very high (90%-100%) recovery of principal in the event of
default.  At the same time, S&P affirmed all existing ratings,
including its 'B+' corporate credit rating, on Kendle.

The outlook revision reflects the company's progress integrating
the operations of Charles River Laboratories International phase
II-IV clinical research operations, which was acquired for about
$236 million in August 2006.  In addition, the company has
generated free cash flow in excess of S&P expectations since the
initial rating.  While free cash flow may be used to fund
selective acquisitions to expand the company's global reach in the
future, cushion exists in the financial risk profile to absorb
such transactions.

S&P's ratings on Kendle continue to reflect the company's
aggressive leverage, and the challenges of managing a rapidly
growing business.  These risks partly are offset by Kendle's
strong position in a fairly fragmented market and its global
presence.


KENNETH KING: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Kenneth Shihai King
        Yien Koo King
        190 East 72 Street
        New York, NY 10021

Bankruptcy Case No.: 07-13907

Chapter 11 Petition Date: December 11, 2007

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Todd E. Duffy, Esq.
                  Duffy & Atkins, L.L.P.
                  Seven Penn Plaza, Suite 420
                  New York, NY 10001
                  Tel: (212)268-2685
                  Fax: (212)500-7972

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


KITTY HAWK: Hires Two Auctioneers to Sell Equipment
---------------------------------------------------
Kitty Hawk Inc. obtained authority from the U.S.
Bankruptcy Court for the Northern District of Texas
to employ GE Capital Solutions and Starman Brothers
Auctions Inc. as auctioneers, Bill Rochelle of
Bloomberg News reports.

According to Bloomberg, GE Capital Solutions will
sell the trucks and trailers used in the ground
delivery side of the business while Starman Brothers
will sell off the freight handling equipment, spare
parts, and aircraft maintenance tools at the hub in
Fort Wayne, Indiana.

As compensation, Bloomberg relates that GE will receive
a five percent commission while charging a ten percent
buyer's premium and Starman will take a four percent
commission, with purchasers paying a five percent premium.

Headquartered in Texas, Kitty Hawk Inc. (AMEX: KHK) --
http://www.kittyhawkcompanies.com/-- is a holding company
providing corporate planning and administrative services.  It
operates through its three wholly owned bankrupt subsidiaries,
Kitty Hawk filed for Chapter 11 protection on May 1, 2000 (Bank.
N.D. Tex. Case No. 00-42141).  On Aug. 5, 2002, the Court
confirmed the Debtor's Plan which became effective on Sept. 30,
2002.

The Debtor, along with four affiliates, filed new voluntary
chapter 11 petitions on Oct. 15, 2007 (Bankr. N.D. Tex. Case Nos.
07-44536 to 07-44540).  Gogi Malik, Esq., and Jason S. Brookner,
Esq., at Andrews & Kurth, LLP, represent the Debtors.  The
Official Committee of Unsecured Creditors has selected Munsch,
Hardt, Kopf & Harr, P.C., as its counsel.  As of Aug. 31, 2007,
the Kitty Hawk's balance sheet showed total assets of $40 million
and total liabilities of $31 million.


KNIGHT INC: $5.3MM Myria Deal Cues Moody's Positive Outlook
-----------------------------------------------------------
Moody's Investors Service changed the rating outlook for Knight
Inc. (Ba2 Corporate Family Rating) and its indirect subsidiary
Kinder Morgan GP, Inc. (Ba2 preferred stock rating) to positive
from stable following the announcement that Knight has entered
into an agreement to sell an 80% equity stake in its subsidiary
MidCon to Myria Acquisition, and that virtually all the
$5.3 billion of after-tax cash proceeds would be used to repay
Knight's debt.  Kinder Morgan Energy Partners, L.P.'s rating
outlook is not affected by this announcement.

If requisite regulatory clearances are received early next year as
contemplated, this transaction would roughly halve Knight's debt
and accelerate its restructuring process.  The MidCon proceeds are
expected to eliminate Knight's outstanding management buy-out debt
($5.8 billion was incurred at the outset of the May 2007 buy-out)
and to reduce some legacy debt, resulting in pro forma debt of
$3.7 billion.  On the other hand, as a result of this sale, Knight
will lose a significant portion of cash flow it receives from
MidCon.

Moody's will monitor the progress of the MidCon sale, and early
next year will review Knight and the Kinder Morgan Energy
Partners' budget when it is unveiled.  It is possible that Moody's
could take rating action based on its assessment.

Outlook Actions:

Issuer: K N Capital Trust I
  -- Outlook, Changed To Positive From Stable

Issuer: K N Capital Trust III
  -- Outlook, Changed To Positive From Stable

Issuer: Kinder Morgan Finance Company, ULC
  -- Outlook, Changed To Positive From Stable

Issuer: Kinder Morgan G.P., Inc.
  -- Outlook, Changed To Positive From Stable

Issuer: Knight Inc.
-- Outlook, Changed To Positive From Stable

Knight Inc. and its affiliates are headquartered in Houston,
Texas.


KNIGHT INC: MidCon Sale Cues Fitch's Positive Watch
---------------------------------------------------
Fitch Ratings has placed these ratings of Knight, Inc. on Rating
Watch Positive following the company's announcement that it has
agreed to sell an 80% stake in MidCon LLC, a Knight subsidiary.

  -- Long-term Issuer Default Rating 'B+';
  -- Senior secured credit facilities 'BB/RR2'
  -- Secured notes and debentures 'BB/RR2'
  -- Short-term IDR 'B';
  -- Capital trust securities (KN Capital Trust I and III) 'B-
     /RR6'.

MidCon LLC is the holding company of the Natural Gas Pipeline
Company of America.  Consummation of this sale and the expected
paydown of debt, along with asset dispositions completed earlier
this year, substantially completes Knight's deleveraging following
its own management-led leveraged buyout completed in May 2007.
Approximately $9 billion in debt is affected.

Knight Inc. has agreed to sell an 80% majority share of MidCon to
a newly formed entity owned by a consortium consisting of two
Babcock & Brown managed funds, The Public Service Pension Board, a
Canadian pension fund and PGGM, a Netherlands pension fund,
collectively Myria Acquisition Inc.  Myria will pay Knight
$2.9 billion for an 80% equity share in MidCon and prior to the
deal closing, MidCon will issue $3.0 billion in new debt, the
proceeds of which will go to Knight in the form of a special
distribution.  In total, Knight will receive approximately
$5.3 billion after taxes, and retain a 20% minority interest and
operatorship of MidCon/NGPL.  Knight management has indicated that
virtually all of the proceeds will go towards debt reduction,
starting with the debt incurred from the LBO.

The Rating Watch Positive reflects Knight's successful focus on
lower leverage following the LBO.  This announcement follows
earlier asset sales and drop downs in 2007 and substantially
completes the asset sale program.  When coupled with the strong
operating performance and distribution growth at Kinder Morgan
Partners, L.P. with the expected initiation of service at the
Rockies Express Pipeline venture in early 2008, Fitch expects
substantially improved coverage metrics.  Post LBO debt, which
exceeded $11 billion at closing, could be reduced to under
$4 billion if proceeds from this transaction are fully applied to
debt reduction and despite the loss of 80% of EBITDA from NGPL
Fitch expects significant improvement in leverage and coverage
measures.  However, also considered in Knight's ratings will be
its structural subordination to debt at KMP and MidCon.

Following customary approvals, the transaction is expected to
close in the first half of 2008.  At that time, should all of the
proceeds be used for de-leveraging and Knight's financial profile
improve in line with Fitch's estimates, Fitch expects to upgrade
Knight's ratings possibly by multiple-notches across the capital
structure.


KNIGHTSBRIDGE CLO: S&P Assigns 'BB' Rating on $22 Million Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Knightsbridge CLO 2007-1 Ltd./Knightsbridge CLO 2007-1
Corp.'s $445.3 million floating-rate notes due 2022.

The preliminary ratings are based on information as of Dec. 12,
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;
     -- The transaction's cash flow structure, which was
        subjected to various stresses requested by Standard &
        Poor's; and
     -- The transaction's legal structure, including the
        issuer's bankruptcy remoteness.


                  Preliminary Ratings Assigned
  Knightsbridge CLO 2007-1 Ltd./Knightsbridge CLO 2007-1 Corp.

            Class                 Rating      Amount
            -----                 ------      ------
            A-1                   AAA       $316,300,000
            A-2                   AAA        $20,000,000
            B                     AA         $30,000,000
            C                     A          $35,000,000
            D                     BBB        $22,000,000
            E                     BB         $22,000,000
            Subordinated notes    NR         $44,000,000


                        NR -- Not rated.


LAND O'LAKES: Good Performance Cues S&P to Lift Rating to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
other ratings on privately owned marketing and supply cooperative
Land O'Lakes Inc.  The corporate credit rating is now 'BB'.  The
outlook is stable.

"The upgrade reflects the continued improvement in operating
performance of Land O'Lakes and the related improvement in its
financial performance," said Standard & Poor's credit analyst
Jayne M. Ross.  "In addition, we expect favorable industry
dynamics to continue for the next several years, which should
benefit Land O'Lakes."

The addition of the crop protection products wholesale business
from the agronomy joint venture, Agriliance LLC, fits within the
cooperative's strategic focus on value-added businesses and should
allow Land O'Lakes to better leverage the expertise of the seed
and crop protection businesses.  "We expect that this business
will add to operating income in fiscal 2008," said Ms. Ross.

The rating on Land O'Lakes reflects the inherent cyclical nature
and seasonality of many of the cooperative's agricultural-based
businesses, and low margins.  These factors are somewhat mitigated
by the strength of many of the cooperative's brands, diverse
product line, geographic coverage, its improved financial profile
burden with modest near-term debt maturities, moderate
discretionary cash flow, and an experienced management team.


LB-UBS: Moody's Affirms Ratings on 23 Classes
---------------------------------------------
Moody's Investors Service upgraded the ratings of eight classes
and affirmed the ratings of twenty three classes of LB-UBS
Commercial Mortgage Trust 2003-C7 as:

  -- Class A-1, $112,275,448 affirmed at Aaa
  -- Class A-2, $239,000,000 affirmed at Aaa
  -- Class A-3, $187,000,000 affirmed at Aaa
  -- Class A-4, $355,336,000 affirmed at Aaa
  -- Class A-1B, $269,943,072 affirmed at Aaa
  -- Class B, $18,090,000 affirmed at Aaa
  -- Class C, $21,707,000 affirmed at Aaa
  -- Class D, $16,281,000 affirmed at Aa2
  -- Class E, $16,280,000 affirmed at Aa3
  -- Class F, $12,663,000 affirmed at A2
  -- Class G, $23,516,000 affirmed at A3
  -- Class H, $21,708,000 affirmed at Baa1
  -- Class J, $14,471,000 affirmed at Baa2
  -- Class K, $14,472,000 affirmed at Baa3
  -- Class L, $12,663,000 affirmed at Ba1
  -- Class M, $7,235,000 affirmed at Ba2
  -- Class N, $3,618,000 affirmed at Ba3
  -- Class P, $3,618,000 affirmed at B1
  -- Class Q, $3,618,000 affirmed at B2
  -- Class S, $3,618,000 affirmed at B3
  -- Class BA, $5,800,000 affirmed at Baa1
  -- Class SU-1, $1,300,000 upgraded to Aaa from Aa3
  -- Class SU-2, $1,470,000 upgraded to Aaa from A1
  -- Class SU-3, $1,730,000 upgraded to Aaa from A2
  -- Class SU-4, $1,270,000 upgraded to Aaa from A3
  -- Class SU-5, $1,355,000 upgraded to Aaa from Baa1
  -- Class SU-6, $1,625,000 upgraded to Aaa from Baa2
  -- Class SU-7, $2,250,000 upgraded to Aaa from Baa3
  -- Class X-CL, Notional, affirmed at Aaa
  -- Class X-CP, Notional, affirmed at Aaa
  -- Class X-SU, Notional, upgraded to Aaa from Aa3

As of the Nov. 19, 2007 distribution date, the transaction's
aggregate principal balance has decreased by approximately 4.7% to
$1.40 billion from $1.46 billion at securitization.  The
Certificates are collateralized by 67 loans, ranging in size from
less than 1.0% to 14.8% of the pool, with the top ten loans
representing 50.7% of the pool.  The pool includes five shadow
rated investment grade loans, which represent 37.7% of the pool.
Twenty-seven loans, representing 29.3% of the pool, have defeased
and are collateralized by U.S. Government securities.  Two loans
have been liquidated from the pool resulting in a realized loss of
approximately $605,648.  There are no loans in special servicing
at the present time.  Eight loans, representing 6.9% of the pool,
are on the master servicer's watchlist.

Moody's was provided with full year 2006 operating results for
100.0% of the performing loans.  Moody's weighted average loan to
value ratio for the conduit component is 95.4% compared to 98.2%
at Moody's last full review in April 2006 and compared to 95.0% at
securitization.  The upgrade of Classes SU-1 through SU-7 and
Class X-SU is due to the defeasance of the related Sheraton
Universal Hotel loan.

The largest shadow rated loan is the Bank of America Building Loan
($206.7 million - 14.8%), which represents the pooled portion of a
$212.5 million mortgage loan.  The loan is secured by a 1.1
million square foot Class A office building located in midtown
Manhattan.  The largest tenant is Bank of America Corporation
(Moody's senior unsecured rating Aa1 - stable outlook; 18.6% NRA;
lease expiration December 2013).  The non-pooled portion of the
loan ($5.8 million) is held within the trust and serves as
security for non-pooled Class BA.  The loan is interest only for
the entire term.  Moody's current shadow rating of the total loan
is Baa1, the same as at last review and at securitization.

The second largest shadow rated loan is the Parklawn Building Loan
($100.0 million - 7.2%), which is secured by a 1.4 million square
foot Class B office building located in Rockville, Maryland.  The
property is 98.0% occupied by the U.S. Department of Health and
Human Services on a lease expiring in July 2010.  The loan is
interest only for the entire term. Moody's current shadow rating
is Baa3, the same as at last review and at securitization.

The third largest shadow rated loan is the Valley Plaza Loan
($98.4 million - 7.1%), which is secured by a 1.2 million square
foot super regional mall located in Bakersfield, California.  The
center, which is anchored by Sears, J.C. Penney, Macy's, and
Gottschalks, is the dominant mall in its market.  As of June 2007,
in-line space was 91.8% leased essentially the same as at last
review and compared to 95.7% at securitization.  Comparable in-
line sales were $514 per square foot for year-end 2006 compared to
$370 per square foot in 2002.  Performance improved due to an
increase in base rent and from amortization.  Moody's current
shadow rating is A3 compared to Baa1 at last review and compared
to Baa2 at securitization.

The fourth largest shadow rated loan is the Westfield Shoppingtown
Santa Anita Loan ($71.0 million -- 5.1%), which represents the
senior portion of a $93.4 million mortgage loan.  The loan is
secured by a 1.3 million square foot regional shopping center
located approximately 18 miles east of Los Angeles in Arcadia,
California.  The center is anchored by J.C. Penney, Macy's and
Nordstrom.  The $22.4 junior note, is held outside the trust.  The
property is also encumbered by a $77.5 million B Note, which was
used to fund recent renovations and is held outside the trust.
Moody's current shadow rating for the senior loan is Aaa, the same
as at last review and at securitization.

The fifth largest shadow rated loan is the Visalia Mall Loan
($43.6 million - 3.1%), which is secured by a 440,000 square foot
regional center located in Visalia, California.  The center is the
dominant mall in its market and is anchored by J.C. Penney, which
is not part of the security, and Gottschalks.  As of June 2007 the
center was 98.0% leased the same as at last review and at
securitization.  Performance improved due to an increase in base
rent and from amortization.  Moody's current shadow rating is Aa3
compared to A2 at last review and compared to Baa1 at
securitization.

The top three conduit exposures represent 9.7% of the pool.  The
largest conduit loan is the Moorestown Mall Loan ($59.9 million -
4.3%), which is secured by a 1.1 million square foot regional mall
located in Moorestown, New Jersey.  The mall is anchored by Sears,
Boscov's, Lord & Taylor and Macy's.  Moody's LTV is 81.2% compared
to 84.7% at last review and compared to 88.0% at securitization.

The second largest conduit exposure is the Shops at Gainey Village
Loan ($38.7 million - 2.8%), which is secured by a 138,000 square
foot unanchored shopping center located in Scottsdale, Arizona.
Moody's LTV is 92.1% compared to 90.8% at last review and compared
to 93.1% at securitization.

The third largest conduit exposure is the Sunchase Portfolio Loan
($36.3 million -- 2.6%), which is secured by three cross
collateralized loans secured by three multifamily properties
located in Tampa, Clearwater and Orlando.  Originally there were
seven loans, however, four defeased.  Moody's LTV is 85.9%
compared to 87.7% at last review and compared to 88.5% at
securitization.


LEBARON DRYWALL: Files Chapter 11 Plan of Reorganization
--------------------------------------------------------
LeBaron Drywall Inc. filed an amended Chapter 11 Plan of
Reorganization and its accompanying Disclosure Statement with the
U.S. Bankruptcy Court for the District of Alaska.

                     Description of Assets

The Debtor's Disclosure Statement states that it's company was
originally formed to operate a drywall contracting business.  The
company remained in operation more or less continuously up to
approximately the year 2000.  Business operations at that point
stopped, but the corporate status was maintained.  The business
operations were revived in March of 2005 under a transaction
in which LeBaron Drywall acquired title to Tracts C, D and E of
Terraces Subdivision and to lots in Mesquite Subdivision.  Prior
to March 2005, Terraces Subdivision LLC owned all of the Terraces
Subdivision, a 75-acre parcel which has subsequently been
partially developed and subdivided into Tracts A-E.

Debtor was engaged in the development of two subdivisions in
Anchorage-Terraces Subdivision and Mesquite Subdivision.  The
Terraces Subdivision property is currently subdivided into Tracts
A, B, C, D and E.

As of date of bankruptcy, the Debtor owned Tracts C and E.  Tracts
A and B were previously purchased by Tom Plooy for $4.7 million --
with a contractual right to repurchase -- and have been developed
into 50 building lots.  Tract D was sold to Ingrim Investments,
which is developing that Tract, consisting of 20 lots.  Tract C
has been sold post petition to Merit Homes, Inc.  Development of
Tract C is complete and consists of 25 lots.

Tract E remains un-subdivided.  However, the existing design work
obtained by the Debtor will allow Tract E to be subdivided into
additional subdivisions involving a total of 147 building lots.
Tract E also includes 3 lots abutting on Cange Road.

The Mesquite Subdivision consists of 22 developed lots designed
for single-family residences.  The Debtor acquired title to
Mesquite as part of the March 2005 refinancing.  At the time, the
property was developed, but sale could not proceed because the
Municipality of Anchorage claimed the property was contaminated
because of buried vehicles and other items.

The Debtor disputed the severity of the problem, and by the fall
of 2006 the Municipality withdrew its objections.  Lots 11, 13-15
and 18-22 were encumbered by a deed of trust in favor of Tom Plooy
but those lots were sold free and clear by court order entered
July 3, 2007 (DE 83).  Lots 4-10 and 12 are encumbered by a deed
of trust in favor of Ralph Feriani and a disputed secured claim in
favor of Charles D. Aalfs.

The Debtor relates that, after acquiring title, Terraces
Subdivision LLC began preliminary work on permitting and rezoning.
The property had been a gravel pit, and significant site planning
work was required for, among other things, grading and slope
restoration.  The permitting process proved difficult and time-
consuming.  Neighboring landowners filed objections with the city,
which further dragged out the process.  Key issues were addressed
before the Assembly, causing further delay.  A settlement was
finally reached in 2004.  However, because of the disputes, no
work occurred on site during the 2003 or 2004 construction
seasons.  Following closing on the March 2005 refinancing,
development began on Tracts A and B.  Most (but not all) of the
work on Tracts A and B was completed prior to the Chapter 11
filing, and lot sales began in late 2005.  All but two lots in
Tracts A and B have been sold.

Since then, various settlements were entered with respect to the
tracts of land.

                           FNBA's Claim

Class S-1 consists of the secured claim of First National Bank of
Alaska.  The obligation is evidenced by a promissory note in the
principal amount of $10,850,026, of which, the interest rate is
prime plus 0.5%.  The Bank's claim is secured by a deed of trust
against Tracts C and E of Terraces Subdivision.

The Bank will retain its liens on Tract E subject to the terms
of the Plan, and the claim will be credited for $2,000,000 paid to
S-1 from sale of Tract C.  The lien will secure the obligation to
repay the allowed secured claim, subject to the terms of the Plan.
The liquidated amount of the claim is subject to dispute.
Notwithstanding those disputes, periodic payments will be made to
Class S-1.  If any portion of the Bank's claim remains in dispute,
payment on account of that disputed portion will be escrowed in an
interest-bearing account pending final resolution of any such
dispute.  Interest will accrue on the Bank's claims at the rate of
prime plus 0.5% on the principal balance from date of bankruptcy.
The entire balance on the allowed claim will be due and paid in
full by Dec. 31, 2013.

                     Charles Dan Aalfs Claim

Charles Dan Aalfs' secured claim is evidenced by a promissory note
in the principal amount of $750,000 and secured by a deed of trust
on Lots 4-10 and 12 of Mesquite Subdivision, Plat 2004-20,
Anchorage Recording District, Third Judicial District, State of
Alaska.

Class S-2 is fully secured by a lien on the principal asset of
Terraces Subdivision, LLC consisting of 40 acres situated at Glenn
Highway near Turpin.  Class S-2 will not receive any distribution
under this Plan.  The Mesquite lots will be transferred to Feriani
(S-3) subject to liens and interests.

                         Feriani's Claim

The $750,000 secured Class S-3 claim of the Ralph Feriani Profit
Sharing Trust is secured by a deed of trust against lots 4-10, and
12, Mesquite Subdivision, Plat 2004-200, Anchorage Recording
District, Third Judicial District, State of Alaska.

Debtor will transfer the property to Feriani subject to existing
liens and interests.  The transfer will be in full satisfaction of
Feriani's claims against the Debtor except that S-3 will retain a
contingent unsecured claim as of petition date in the event he is
unsuccessful in resolving his dispute with Aalfs regarding the
primacy of Feriani's lien, marshalling of assets, and related
claims.

                        Tom Plooy's Claim

Class S-4 consists of the secured claim of Tom Plooy in the
principal amount of $1,022,000 plus interest secured by a deed of
trust on Lots 11, 13-15 and 18-22 of Mesquite Subdivision. This
claim has been paid in full from post-petition sale of lots
11, 13-15, and 18-22 of Mesquite Subdivision.  This claim is
discharged, and no payment will be made by Debtor on account of
the claim.

Class S-5 consists of the claim of Tom Plooy of approximately
$1,117,000 asserted in Proof of Claim No. 5 and involving the
aborted purchase of Tract C and the claims arising from Plooy's
purchase of Tracts A and B plus any claim for interest.

Plooy's claims are fully unsecured.  Tract C has been sold free
and clear of liens, and Plooy does not have any interest in the
proceeds from that sale.

The Class S-5 claim is also disputed.  Class S-5 claims will be
rejected when they arise from or pertain to any executory
contract.  If allowed, they will participate pro rata in
distribution from the Creditor Pooled Funds.

                    Ingrim Investments' Claim

Class S-6 consists of the secured claim of Ingrim Investments,
Inc. arising from a mechanic's lien filed against Tract C on
Nov. 17, 2006, in the principal amount of $631,099.  This claim is
fully unsecured.  Tract C has been sold free and clear of liens
and Ingrim does not have any interest in the proceeds.  Ingrim
Investments will be paid pro rata from Net Proceeds of lot sales
in Tract E allocated to the Creditor Pooled Funds.

                  Northern Geotechnical's Claim

Northern Geotechnical Engineering, Inc.'s Class S-7, fully
unsecured claim arises from a mechanic's lien filed in the
Anchorage Recording District on Dec. 11, 2006, in the principal
amount of $35,650.  Tract C has been sold free and clear of liens,
and Class S-7 does not have any interest in the proceeds.  The
lien claim also was not properly filed against Tracts C and B of
Terraces.  The claim also appears to include work on property
other than Terraces Subdivision, and Mesquite Subdivision.  The
claim will remain disputed until it is determined to what extent
the specific goods or services benefited either Terraces or
Mesquite.

Northern Geotechnical will be paid pro rata from net proceeds of
Lot Sales allocated to the Creditor Pooled Funds.

                      Alaska Pacific's Claim

The Class S-8 secured claim of Alaska Pacific Leasing Company
comes from mechanic's liens filed on Feb. 13, 2007, in the
principal amount of $2,691, affecting Lots 23, 24, and 25 of
Mesquite Subdivision, and the mechanic's lien claim against Tracts
C, D, and E of Terraces in the amount of $84,625 and any other
claim filed post petition.

The Class S-8 claim is fully unsecured.  Tract C has been sold
free and clear of liens and S-8 does not have any liens against
the proceeds.  The claim also appears to include claims for goods
and services provided to entities other than the Debtor.  The
claim is disputed, and an objection will be filed.

To the extent the claim is allowed, it will participate pro rata
in distributions from net proceeds of lot sales as allocated to
the creditor pooled funds.  The remaining lien claim against the
Mesquite lots will be paid from funds already set aside at time of
closing on the sale of the Mesquite lots to Crain and Johnson.

                  Artistic Construction's Claim

This is a claim in the amount of $250,000 asserted per a filing
made in the Anchorage Recording District, on June 16, 2006
purporting to create a right to purchase lots 70 and 106 of Tract
E, which are not currently subdivided parcels.  This claim is
disputed, and a claims objection will be filed to this claim.  The
claim is not supported by consideration, and it will not be paid
unless it has been formally allowed by court order.  If allowed,
it will participate pro rata in distribution from net proceeds of
lot sales allocated to the Creditor Pooled Funds.

                      Norman Bristow's Claim

Norman Bristow's Class S-10 consists of what purports to be a
secured claim of $360,000 purporting to affect all of the Terraces
Subdivision.  This claim is disputed on the grounds, among other
things, that it has already been discharged and is not a valid
claim against the Debtor or against any property owned by the
Debtor.  No payment will be made on account of this claim except
as allowed by court order.  An objection will be filed to the
claim.  To whatever extent the claim is allowed, it will
participate pro rata in the distributions from net proceeds of lot
sales allocated to the Creditor Pooled Funds.

                Municipality of Anchorage's Claim

Class S-11 consists of the allowed secured claim of the
Municipality of Anchorage for real estate taxes on Tract E,
including principal and interest and (excluding penalties) as
reflected in Proof of Claim No. 3, for taxes due on each lot sold.
The amount, as of Aug. 21, 2007, is for principal of $69,420 and
interest of $3,316 plus interest at the rate of 10%.

Class S-12 consists of two deeds of trust in favor of the
Municipality of Anchorage with respect to improvements made or to
be made in The Terraces Subdivision.  They include the deed of
trust recorded in October, 2007 securing the sum of $95,000 for
slope restoration work in Tract E and the deed of trust recorded
Nov. 19, 2007 in the amount of $110,000 securing contingent
liability for warranties given on improvements accepted by the
Municipality in Tracts A and B of Terraces Subdivision and for
possible repair work on storm drains in Tracts A and B.

Payment will be made to Class S-11 from gross proceeds (net of
closing costs) for the lot sales in Tract E occurring in 2008.
Class S-11 will be paid in full on principal and accrued interest
for these claims out of gross proceeds, which will be applied
against delinquent taxes for 2006 and 2007 and gross proceeds will
pay current any pro rata taxes for 2008 pro rated to the date of
the sale of lots in Tract E.

Slope restoration work will be completed in The Terraces in the
course of build out and sale of lots in Tract E.  The costs will
be taken from proceeds realized on sale of the upland lots 1-3,
except that the Debtor is authorized to use proceeds from the sale
of lots in Tract E to front the expense of slope restoration (with
the resulting credit to the buyer on closing of lots in Tract E
(with the understanding that this cost will be reimbursed from
proceeds of sale of the upland lots).

                    Priority Creditors' Claims

The 503(b) priority creditors are divided into two classes.  Class
P-1 consists of the U.S. Trustee's office, Class P-2 consists of
all other 503(b) priority creditors.  Class P-1 will be paid in
full on the effective date of the Plan.  The P-2 creditors will be
paid pro rata from available net proceeds insofar distribute to
FNBA or the other creditors.

Class P-3 consists of all pre-petition priority unsecured
creditors listed on Schedule E.  These are claims arising from
payroll services provided by an affiliate of the Debtor, Prestige
Homes, for employees who worked on the Lake Otis property.
Arguably this is a general unsecured claim and not a priority
claim since Prestige Homes is in effect the claimant, and
subrogation rights are barred for priority claims by Section
507(d) of the U.S. Bankruptcy Code.

Since this is a full-payment plan, there is no need to address the
issue of whether these are priority claims or not.  As a result,
they will be merged with all the other creditors receiving payment
pro rata from the Creditor Pooled Funds.  The Debtor believes
that, were the matter litigated, these "priority claims" would be
determined to be general unsecured claims.

                   Means for Executing the Plan

The Plan involves seriatim development of lots in Tract E
beginning with a 15 lot sale in 2008.  Following receipt of net
proceeds from sale of lots in Tract E, 80% of the distributions
will be paid to FNBA, and the creditor pooled funds will receive
20%.

Distributions will continue to be made until allowed claims,
including interest from petition date, have been paid in full.
Interest accrues on the FNBA claim at prime plus 0.5%.  Interest
accrues on all other allowed claims at 8%.  Distributions from the
Creditor Pooled Funds will be made pro rata on account of all
allowed creditor claims in the case other than the claim of FNBA.

In the event funds distributed are sufficient to pay FNBA in full
including interest before payment in full to the other creditors
(or vice versa), then 100% of subsequent net proceeds received
will be distributed to the remaining creditors (or FNBA as the
case may be) until all claims have been paid in full, including
interest.  Distributions will be made directly to FNBA at time of
closing on lot sales in Tract E.  Distributions will be made into
the Creditor Pooled Funds for distribution on a quarterly basis,
the distribution to occur no later than 45 days after the close of
the quarter in which the funds were received.

No more than 30 days after the entry of a confirmation order, the
Debtor will file a notice to identify the effective date of the
Plan.  The effective date, the Debtor says, will be no earlier
than Feb. 14, 2008, and no later than March 30, 2008.

                      About LeBaron Drywall

Based in Anchorage, Alaska, LeBaron Drywall Inc. built
condominiums.  The company filed for Chapter 11 protection on
February 21, 2007 (Bankr. D. Alaska Case No. 07-00070).  John C.
Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in its
restructuring efforts. Erik J. Leroy, Esq., serves as the Debtor's
co-counsel.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $18,955,000.


LEBARON DRYWALL: Court Extends Plan Solicitation Period to March 1
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska extended,
until March 1, 2008, the exclusive period wherein LeBaron Drywall
Inc. can solicit acceptances for its Chapter 11 Plan of
Reorganization.

The Debtor's exclusive solicitation period expired on Nov. 12,
2007.

The Debtor told the Court that it needs more time to complete the
sale of its real property to Merit Homes Inc. for $3,125,000.  The
closing of the sale will also determine the exact money to satisfy
First National Bank's $2 million claim and certain cost to
complete the improvements.

Based in Anchorage, Alaska, LeBaron Drywall Inc. builds
condominiums.  The company filed for Chapter 11 protection on
February 21, 2007 (Bankr. D. Alaska Case No. 07-00070).  John C.
Siemers, Esq., at Burr Pease & Kurtz, represents the Debtor in its
restructuring efforts. Erik J. Leroy, Esq., serves as the Debtor's
co-counsel. No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it listed estimated assets of $18,955,000.


LEHMAN BROTHERS: Moody's Holds B3 Rating on $3 Mil. Certificates
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Lehman Brothers-
UBS Commercial Mortgage Inc., Commercial Pass-Through
Certificates, Series 2006-1 as:

  -- Class A-1, $30,305,569, affirmed at Aaa
  -- Class A-2, $122,000,000, affirmed at Aaa
  -- Class A-3, $18,000,000, affirmed at Aaa
  -- Class A-AB, $61,000,000, affirmed at Aaa
  -- Class A-4, $531,302,000, affirmed at Aaa
  -- Class A-1A, $414,547,261, affirmed at Aaa
  -- Class A-M, $169,744,000, affirmed at Aaa
  -- Class A-J, $103,967,000, affirmed at Aaa
  -- Class X-CL, Notional, affirmed at Aaa
  -- Class X-CP, Notional, affirmed at Aaa
  -- Class B, $14,853,000, affirmed at Aa1
  -- Class C, $23,340,000, affirmed at Aa2
  -- Class D, $16,974,000, affirmed at Aa3
  -- Class E, $12,731,000, affirmed at A1
  -- Class F, $21,218,000, affirmed at A2
  -- Class G, $23,340,000, affirmed at A3
  -- Class H, $16,974,000, affirmed at Baa1
  -- Class J, $21,218,000, affirmed at Baa2
  -- Class K, $19,096,000, affirmed at Baa3
  -- Class L, $8,487,000, affirmed at Ba1
  -- Class M, $8,487,000, affirmed at Ba2
  -- Class N, $8,488,000, affirmed at Ba3
  -- Class FTH-1, $3,565,305, affirmed at Baa2
  -- Class FTH-2, $11,000,000, affirmed at Ba2
  -- Class FTH-3, $11,400,000, affirmed at B2
  -- Class FTH-4, $3,000,000, affirmed at B3

As of the Nov. 19, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by 0.7% to $1.73
billion from $1.74 billion at securitization.  The Certificates
are collateralized by 125 loans, ranging in size from less than
1.0% to 8.5% of the pool, with the top ten loans representing
45.0% of the pool.  Two loans, representing 9.3% of the pool, are
shadow rated.  The pool has not experienced any losses to date and
currently there are no loans in special servicing.  No loans have
defeased.  Twenty-two loans, representing 11.7% of the pool, are
on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
96.7% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 109.9%, compared to 107.7% at
securitization.

The largest shadow rated loan is the Station Place II Loan ($104.2
million -- 6.0%) which is secured by a built to suit office
building built in 2005 with a total of 362,000 square feet located
in the Capitol Hill submarket of Washington, DC.  The property is
100% leased to the U.S. Securities and Exchange Commission through
January 2020.  The loan matures in February 2016.  Moody's current
shadow rating is A3, the same as at securitization.

The second shadow rated loan is the 623 Fifth Avenue Loan ($56.3
million -- 3.3%), which is secured by a 351,000 square foot Class
A office building located in New York City.  The loan is interest
only for the first 36 months of its term.  Moody's current shadow
rating is A3, the same as at securitization.  There is additional
debt in the form of a $38.7 million subordinate non-pooled B-Note
held in the trust as rake classes.  Rake classes FTH-1, FTH-2,
FTH-3 and FTH-4 were affirmed at their current ratings.

The top three conduit loans represent 19.4% of the pool.  The
largest conduit loan is the 888 Seventh Avenue Loan ($145.9
million -- 8.4%), which is a parri-passu interest in a $291.8
million first mortgage loan.  The property is also encumbered by
$26.8 million of junior debt.  The loan is secured by a 908,000
square foot office building located in New York City.  The
property was 98.6% leased as of July 2007 essentially the same as
at securitization.  The loan is interest only for the entire term.
Moody's LTV is 121.1%, the same as at securitization.

The second largest conduit loan is the 200 South Wacker Loan
($95.5 million -- 5.5%), which is secured by a 759,000 square foot
office building located in Chicago, Illinois.  As of November 2007
the property was 81.2% leased compared to 87.9% at securitization.
The loan is interest only for the entire term.  Moody's LTV is
125.0% compared to 119.5% at securitization.

The third largest conduit loan is the Eastpoint Mall Loan ($95.5
million -- 5.5%), which is secured by the borrower's interest in
an 844,000 square foot (677,000 square feet is collateral) retail
center located in Baltimore, Maryland.  The loan is interest only
for the first 36 months of its term. Moody's LTV is 107.9% the
same as at securitization.


LEVITZ FURNITURE: Gets Final Court Nod to Hire Asset Disposition
----------------------------------------------------------------
PLVTZ Inc. dba Levitz Furniture Inc. obtained permission from
Judge Gerber of the U.S. Bankruptcy Court for the Southern
District of New York, on a final basis, to employ Asset
Disposition Advisors LLC as its asset disposition advisors and
consultants, nunc pro tunc to Nov. 8, 2007.

The Court held that the firm is hired on a general retainer
basis, with compensation and reimbursement of expenses to be
determined upon application.

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).


MACOMB COUNTY: Stronger Balance Sheet Cues S&P to Lift Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Macomb
County Hospital Finance Authority, Michigan's hospital revenue
bonds, series 2003B, issued for Mount Clemens Regional Medical
Center, to 'BB+' from 'BB', reflecting MCRMC's stronger
balance sheet, a favorable turn in operating performance, and the
acquisition of MCRMC by McLaren Health Care Corporation.  The
rating outlook is stable.

"We expect that the medical center's utilization growth, cost
savings, and the relationship with McLaren Health will continue,"
said Standard & Poor's credit analyst Brian Williamson.  "We also
expect that as MCRMC invests capital in some areas, it will not
damage any of the recent balance sheet growth."

More specifically, the 'BB+' rating reflects MCRMC's good
operating results for the nine months ended Sept. 30, 2007, with
an operating margin of 1.48%, compared with a negative 6.03% for
2006; balance sheet growth characterized by days' cash on hand of
80 days at Sept. 30, 2007, compared to 57 days in 2006; and the
positive effect of MHCC acquiring the medical center over the past
18 months.

Offsetting credit factors include MCRMC's low cash-to-debt ratio,
slightly high debt burden, and competition in its service area.

The raised rating affects about $80.9 million in rated debt.


MANSFIELD TRUST: Fitch Affirms 'B+' Rating on $3.3 Million Certs.
-----------------------------------------------------------------
Fitch affirms Mansfield Trust's commercial mortgage pass-through
certificates, series 2001-1 as:

  -- $102.7 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $7.3 million class B at 'AAA';
  -- $6.6 million class C at 'AAA';
  -- $8 million class D at 'A';
  -- $4.0 million class E at 'BB+';
  -- $3.3 million class F at 'B+'.

Class A-1 has been paid in full.  Fitch does not rate the
$4.6 million class G certificates.

Although the transaction has paid down by 15.1% since the last
review, it has become increasingly concentrated with only 57 loans
remaining.  As of the November 2007 distribution date, the pool
has paid down by 48.5% since issuance.  Eight loans, 10% of the
pool, are fully defeased.  The pool has exhibited consistently
stable performance since issuance - there have been no delinquent
loans or specially serviced loans.  Furthermore, the remaining
loans have significant recourse (approximately 96% of the pool)
and a short weighted average remaining amortization term of 116
months.  The loans' average seasoning is over ten years and the
short amortization term leads to increased equity and limited loss
exposure on the loans.  Due to this seasoning, limited performance
information is available for the loans.  Year end 2006 financials
were available for only 45.7% of the remaining loans.

The pool is comprised entirely of loans secured by properties in
Canada.  Specifically, the certificates are collateralized by 57
fixed-rate mortgage loans, consisting primarily of industrial
(37.5%), retail (32.6%), and office (16.5%) properties, with
concentrations in the provinces of Ontario (45.1%), British
Columbia (17.1%), and Alberta (11.1%).  Four loans (4.1%) have
servicer-reported debt service coverage ratios below 1.0 times
(x).

Seven of the loans comprising 17.3% of the pool mature in 2008.
They have a weighted average servicer-reported debt service
coverage ratio of 1.67x.


MEDCOM USA: Sept. 30 Balance Sheet Upside-Down by $5.5 Million
--------------------------------------------------------------
MedCom USA Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $2.2 million in total assets and $7.7 million in total
liabilities, resulting in a $5.5 million total shareholders'
deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1.2 million in total current
assets available to pay $3.6 million in total current liabilities.

The company reported a net loss of $162,853 on revenues of
$937,056 for the first quarter ended Sept. 30, 2007, compared with
a net loss of $459,911 on revenues of $1.6 million in the same
period last year.

General and administrative expenses for the quarter ended
Sept. 30, 2007, decreased to $620,931, from $973,082 during the
same period in 2006.  This decrease is attributed to the company's
reduction of workforce in its New York operations.

The company had $-0- depreciation and amortization expenses for
the quarter ended Sept. 30, 2007, as compared to 2006 of $442,158.
The reduction in deprecation is directly related to the write off
of the terminal asset capitalized in prior fiscal periods.

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?265d

                       Going Concern Doubt

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla.,
expressed substantial doubt about MedCom USA Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended June 30,
2007, and 2006.  The auditing frim reported that the company has
operating and liquidity concerns, has incurred an accumulated
deficit of approximately $90,226,356 through the period ended
June 30, 2007, and current liabilities exceeded current assets by
approximately $2,327,543 at June 30, 2007.

                        About MedCom USA

Based in Scottsdale, Ariz., MedCom USA Inc. (OTC BB: EMED) --
http://www.medcomusa.com/-- provides healthcare and financial
transaction solutions for electronically processing transactions
within the healthcare industry.


MEDICOR LTD: Seeks Court OK to Increase DIP Loan by $2.8 Million
----------------------------------------------------------------
Medicor Ltd. and its debtor-affiliates are seeking approval
of the U.S. Bankruptcy Court for the District of Delaware
to increase their debtor-in-possession financing from
$2.2 million to $5 million, Bill Rochelle of Bloomberg News
reports.

Bloomberg relates that the pending asset sale as well as the
need for a larger loan to pay bills prompted the Debtors to
seek the additional funds.

A hearing to consider the Debtors' request has been set for
Dec. 18, 2007.

The company and seven of its affiliates filed for chapter 11
protection on June 29, 2007 (Bankr. D. Del. Case No. 07-10877)
to effectuate the orderly marketing and sale of their business.
Kenneth A. Rosen, Esq., Jeffrey D. Prol, Esq., and Jeffrey A.
Kramer, Esq., at Lowenstein Sandler PC represent the Debtors in
their restructuring efforts.  Dennis A. Meloro, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, acts as the
Debtors' Delaware counsel.  The Debtors engaged Alvarez & Marsal
North America LLC as their restructuring advisor.  David W.
Carickhoff, Jr., Esq., and Jason W. Staib, Esq., at Blank Rome LLP
serve as the Official Committee of Unsecured Creditor's counsel.
In its schedules of assets and debts filed with the Court, Medicor
disclosed total assets of $96,553,019, and total debts of
$158,137,507.  The Debtors' exclusive period to file a plan
expires on Dec. 26, 2007.


MICRO COMPONENT: Sept. 29 Balance Sheet Upside-Down by $5.5 Mil.
----------------------------------------------------------------
Micro Component Technology Inc.'s consolidated balance sheet at
Sept. 29, 2007, showed $6.0 million in total assets and
$11.5 million in total liabilities, resulting in a $5.5 million
total shareholders' deficit.

At Sept. 29, 2007, the company's consolidated balance sheet also
showed strained liquidity with $5.7 million in total current
assets available to pay $8.2 million in total current liabilities.

The company reported a net loss of $390,000 on net sales of
$3.6 million for the third quarter ended Sept. 290, 2007, compared
with a net loss of $1.9 million on net sales of $3.3 million in
the same period last year.

Included in the 2006 quarter's net loss was a non-cash debt
conversion expense of $1.4 million associated with the conversion
to stock of over $2.1 million of convertible debt from the
company's 10% note holders.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 29, 2007, are available for
free at http://researcharchives.com/t/s?2660

                        Laurus Credit Line

The company's $4.0 million working capital line of credit with
Laurus is payable in full on March 8, 2008.  In the event that the
company is unable to repay or refinance its debt in March of 2008,
Laurus could potentially take a number of actions as secured
creditor which would have a material negative impact on the
company and its shareholders, including foreclosure, a forced sale
of all or part of the company, and/or liquidation.

                       Going Concern Doubt

Olsen, Thielen & Co. Ltd., in St. Paul, Minn., expressed
substantial doubt about Micro Component Technology Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's recurring losses
from operations and stockholders' deficit.

                      About Micro Component

Headquartered in St. Paul, Minn., Micro Component Technology Inc.
(OTC BB: MCTI) -- http://www.mct.com/-- is a manufacturer of test
handling and automation solutions satisfying the complete range of
handling requirements of the global semiconductor industry.  MCT
believes it has the largest installed IC test handler base of any
manufacturer, with over 11,000 units worldwide.


MONTROSE HARBOR: Poor Credit Quality Cues Moody's Downgrades
------------------------------------------------------------
Moody's Investors Service has downgraded ratings of five classes
of notes issued by Montrose Harbor CDO I, Ltd., with three of
these ratings left on review for possible further downgrade.  The
notes affected by the rating action are:

(1) $342,500,000 Class A-1 First Priority Senior Secured Floating
Rate Notes Due 2051;

  -- Prior Rating: Aaa on review for possible downgrade
  -- Current rating: A1 on review for possible downgrade.

(2) $52,500,000 Class A-2 Second Priority Senior Secured Floating
Rate Notes Due 2051;

  -- Prior Rating: Aaa on review for possible downgrade
  -- Current rating: Ba2 on review for possible downgrade

(3) $35,000,000 Class B-1 Third Priority Secured Floating Rate
Notes Due 2051;

  -- Prior Rating: Aa2 on review for possible downgrade
  -- Current rating: Caa1 on review for possible downgrade

(4) $13,750,000 Class B-2 Fourth Priority Secured Floating Rate
Notes Due 2051;

  -- Prior Rating: Aa3 on review for possible downgrade
  -- Current rating: Ca

(5) $14,500,000 Class C Fifth Priority Mezzanine Deferrable
Secured Floating Rate Notes Due 2051;

  -- Prior Rating: Caa1 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. 29, 2007 of an event of default
caused by a failure of the Net Outstanding Portfolio Collateral
Balance to be greater than or equal to the required amount
pursuant Section 5.1(i) of the Indenture dated July 31, 2006.

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

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Net Outstanding Portfolio
Collateral Balance failed to meet the required level.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The 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 Class A-1 , Class
A-2 and Class B-1 Notes remain on review for possible downgrade.


MT. ZION BAPTIST: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mt. Zion Baptist Church of Ecorse, Michigan, Inc.
        3936 12th Street
        Ecorse, MI 48229

Bankruptcy Case No.: 07-65237

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

Chapter 11 Petition Date: December 12, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Robert N. Bassel, Esq.
                  Kemp Klein Law Firm
                  201 West Big Beaver, 6th Floor
                  Troy, MI 48099
                  Tel: (248) 528-1111

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Reliance Trust Co.             loan or at least a    $3,000,000
Tim Clarke, Esq.               portion of claim is
Corporate Trust Dept.          likely to be secured
1100 Abernathy Road
500 Northpark, Suite 400
Atlanta, GA 30328-5646

White Construction             construction or at    $550,000
Ron Denewith, Esq.             least a portion of
1120 W. Baltimore              claim is likely to be
Detroit, MI 48202              secured

Bodman, L.L.P.                 legal                 $31,564
Attention: Gary Reeves
201 West Big Beaver, 5th Floor
Troy, MI 48084

Rhonda A. Roman Interiors      construction          $15,040

Wells Fargo Financial Leasing  office copier lease   $2,400


MYSTIC POINT: S&P Places Ratings Under Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-2, A-X, B, C, D, and E notes issued by Mystic Point CDO Ltd. and
the class A-2, B-1, B-2, and C notes issued by McKinley Funding
III Ltd. on CreditWatch with negative implications.

Standard & Poor's noted that Mystic Point CDO Ltd. triggered an
event of default on Dec. 10, 2007, under section 5.1(j) of the
indenture dated Dec. 21, 2006, when the super-senior
overcollateralization percentage fell below 100%.  On Dec. 10,
2007, McKinley Funding III Ltd. triggered an EOD under section
5.01(i) of the indenture dated Nov. 30, 2006, when the class A
overcollateralization ratio fell below 100%.

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


             Ratings Placed on Creditwatch Negative

                                            Rating
                                            ------
  Transaction             Class     To                   From
  -----------             -----     --                   ----
Mystic Point CDO Ltd.     A-2       AAA/Watch Neg        AAA
Mystic Point CDO Ltd.     A-X       AAA/Watch Neg        AAA
Mystic Point CDO Ltd.     B         A+/Watch Neg         A+
Mystic Point CDO Ltd.     C         BBB+/Watch Neg       BBB+
Mystic Point CDO Ltd.     D         BB+/Watch Neg        BB+
Mystic Point CDO Ltd.     E         BB/Watch Neg         BB
McKinley Funding III Ltd. A-2       AAA/Watch Neg        AAA
McKinley Funding III Ltd. B-1       AA/Watch Neg         AA
McKinley Funding III Ltd. B-2       AA-/Watch Neg        AA-
McKinley Funding III Ltd. C         A/Watch Neg          A

                    Other Outstanding Ratings

         Transaction                 Class       Rating
         -----------                 -----       ------
         Mystic Point CDO Ltd.       A-1         AAA
         McKinley Funding III Ltd.   A-1         AAA


NATIONSLINK FUNDING: Fitch Junks Rating on $25.5MM Class H Certs.
-----------------------------------------------------------------
Fitch Ratings downgrades NationsLink Funding Corp.'s commercial
mortgage pass-through certificates, series 1998-1, as:

  -- $10.2 million class G to 'B' from 'B+';
  -- $25.5 million class H to 'C/DR5' from 'CC/DR4'.

In addition, Fitch affirms these classes:

  -- Interest-only class X-2 at 'AAA';
  -- $36 million class D at 'AAA';
  -- $51 million class F at 'BBB'.

The $5.3 million class J remains 'C/DR6'.  Fitch does not rate
class E.  The non-rated class K had been reduced to zero as a
result of losses.  Classes A-1, A-2, A-3, B, C, and X-1 are paid
in full.

The downgrade is due to increased expected losses as a result of
recent valuations on the specially serviced assets which have
declined since Fitch's last review in July 2007.  As of the
November 2007 distribution date, the pool's aggregate certificate
balance has been reduced 85% to $153.6 million from $1.02 billion
at issuance.

Four assets (30.4%) are currently in special servicing.  The
largest specially serviced asset (20.5%) is a hotel located in
Kissimmee, Florida and is currently real estate owned.  The
property is currently listed for sale.  Upon liquidation of this
asset, significant losses are expected to deplete class J and
significantly affect class H.

The second largest specially serviced asset (2.1%) is an REO
retail property located in Greencastle, Indiana.  The big box
tenant space remains vacant with some prospective tenant interest.
The servicer continues to market the property for sale.  A loss is
also expected.

The two (7.8%) remaining specially serviced loans recently
transferred to the special servicer as a result of maturity
defaults.

There is the potential for additional maturity defaults within the
transaction as all of the remaining performing loans mature in
2008.


NCO GROUP: Inks $325MM Buyout Deal with Outsourcing Solutions
-------------------------------------------------------------
NCO Group Inc. has entered into a definitive agreement to acquire
Outsourcing Solutions Inc. for $325 million in cash.

The deal, which is expected to close in the first quarter of 2008,
is subject to OSI stockholder approval, certain adjustments and
the satisfaction of customary closing conditions including
governmental approvals.

"All of us at NCO are extremely excited about the opportunity to
bring these two great companies together," Michael J. Barrist,
chairman and chief executive officer of NCO, stated. "Over the
past several years both NCO and OSI have had tremendous success in
transforming our business models to better meet the diverse needs
of our respective client bases. While today each of these two
companies is viewed as a best in class provider, the newly
combined entity will be able to offer its clients the widest array
of services currently available in the accounts receivable and
customer relationship management industries."

"The transaction will blend the complementary capabilities and
skills from both organizations resulting in enhanced client
performance through expanded, global delivery options," Kevin T.
Keleghan, president and chief executive officer of OSI, stated.
"This combination will establish an enriched culture of
creativity, capable of meeting and exceeding the growing needs of
even the most sophisticated client."

NCO is a portfolio company of One Equity Partners, a private
equity investment fund.  OEP will provide NCO with a portion of
the funding for the acquisition of OSI through an additional
investment.  NCO expects to fund the remainder of the purchase
price with borrowings under its senior credit facility.

The acquisition is expected to be accretive to NCO's earnings
in 2008 and beyond.  After the completion of the acquisition, the
combined company will have over 29,000 employees operating in 10
countries.

                 About Outsourcing Solutions Inc.

Outsourcing Solutions Inc. is a provider of business process
outsourcing services, specializing in accounts receivable
management services.

                      About NCO Group Inc.

Headquartered in Horsham, Pennsylvania, NCO Group Inc. --
http://www.ncogroup.com/-- provides business process outsourcing
services including accounts receivable management, customer
relationship management and other services.  NCO provides services
through over 100 offices in the United States, Canada, the
Philippines, Panama, the Caribbean, India, the United Kingdom and
Australia.


NCO GROUP: S&P Places 'B+' Rating Under Developing CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
counterparty credit rating on NCO Group Inc. on CreditWatch
Developing.

On Dec. 12, 2007, NCO entered into a definitive agreement to
acquire Outsourcing Solutions Inc. (OSI; unrated), a leading
provider of business process outsourcing services, for
$325 million in cash.  Funding will be provided by increased
borrowings under its senior credit facility and an additional
investment from One Equity Partners, NCO's private equity owners.
S&P expect the deal to close in first-quarter 2008, subject to OSI
shareholder approval.

"We will review the strategic and financial implications of the
acquisition to determine if an adjustment to our rating on NCO is
necessary.  This CreditWatch listing will be updated within 60
days," said Standard & Poor's credit analyst Rian M. Pressman,
CFA.


NEXIA HOLDINGS: Selling Landis Salon for $3 Mil. of Conv. Note
--------------------------------------------------------------
Nexia Holdings Inc. has signed an agreement to sell its Landis
salon subsidiaries to Green Endeavors Ltd. for a convertible note
with a face value of $3 million.

GRNE will remain a majority owned subsidiary of Nexia after the
completion of this transaction.  However, this transaction is to
eventually spinout the Landis salon operations from Nexia.

"The plan is to acquire and/or develop at least 10 additional
salon locations in the coming years with proceeds from an
anticipated offering carried out by a fully reporting GRNE,"
Richard Surber, CEO of Nexia, stated.  "This should lessen the
potential dilution of Nexia and present a clearer picture to
potential investors of the respective operations of Nexia and
GRNE. We also stand to gain additional flexibility with respect
to growing the salon business via additional acquisitions or
mergers with other established salons, while benefiting both Nexia
and GRNE shareholders."

"In the coming months, the salon staff will be working hard on
strengthening existing salon operations, scouting for additional
salon locations, preparing the necessary disclosure documents to
not only raise capital, but to get GRNE fully reporting and
trading on the OTC Bulletin Board," Mr. Surber added.  "Right now
is an exciting time for all involved with
Nexia."

                    About Nexia Holdings Inc.

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

As reported in the Troubled Company Reporter on Dec. 7, 2007,
Nexia Holdings Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $4.6 million in total assets, $5.2 million in total
liabilities, $97,678 in minority interest, and $685,025 in total
stockholders' deficit.

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

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

                       Going Concern Doubt

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


NICHOLS BROTHERS: Commences BuyOut Negotiations with Ice Floe
-------------------------------------------------------------
Nichols Brothers Boat Builders Inc. and Ice Floe LLC, prepetition
secured lender, are in the process of negotiating the terms of an
agreement pursuant to which Ice Floe will purchase substantially
all of the Debtor's assets.

The Debtor expects to shortly file a motion to have the terms of a
sale to Ice Flow approved.

At the time of filing, the Debtor owes Ice Flow approximately
$4,245,000.

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.

                Other Liens on the Debtor's Property

In addition to Ice Flow, He & Mah Investments, a lender based in
California, holds a second-position deed of trust encumbering the
certain of the Debtor's tideland and drainage real property.  The
H&M Deed of Trust secures an obligation in the approximate amount
of $2.6 million, and does not encumber the executive office
parcel.

Borel Private Bank & Trust and Expoships, LLP, both hold UCC-1
security interests in vessels which the Debtor was in the process
of constructing at the time of its bankruptcy filing.

The Debtor believes that materialmen and contractors may hold
liens against vessels under construction.

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.  The Debtor's schedules
disclose total assets of $3,413,495 and total debts of
$43,949,987.


NICHOLS BROTHERS: Gets Interim OK to Hire Kirkpatrick as Counsel
----------------------------------------------------------------
Nichols Brothers Boat Builders Inc. obtained interim permission
from the Hon. Samuel J. Steiner of the U.S. Bankruptcy Court for
the Western District of Washington to employ Kirkpatrick &
Lockhart Preston Gates Ellis LLP as its counsel.

Kirkpatrick & Lockhart will:

   a. assist the Debtor in the investigation of the financial
      affairs of the Debtor;

   b. give legal advice with respect to the investigation and
      prosecution of claims against various third parties, and any
      other matters relevant to the case or relating to any
      distributions to creditors;

   c. prepare necessary pleadings in these proceedings; and

   d. perform other legal services for the Debtor which may be
      necessary.

The Debtor will pay Kirkpatrick & Lockhart at these usual hourly
rates:

          Professional                   Rate
          ------------                   ----
          Marc Barreca, Esq.             $410
          David C. Neu, Esq.             $280
          Kjrsten Swan, Paralegal        $125

The Debtor provided the firm a $65,000 retainer, which was
partially drawn to satisfy prepetition fees.  The firm continues
to hold, as of the bankruptcy filing, a $27,383 retainer.

The Debtor and the firm believe that Kirkpatrick & Lockhart and
its professionals do not hold or represent any interests adverse
to the Debtor and are disinterested persons within the meaning of
Section 101 of the U.S. Bankruptcy Code.

The firm can be reached at:

         Kirkpatrick & Lockhart Preston Gates Ellis LLP
   Seattle  925 Fourth Avenue, Suite 2900
         Seattle, Washington 98104-1158
         Tel: (206) 623-7580
         Fax: (206) 623.7022
         http://www.klgates.com/

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.  The Debtor's schedules
disclose total assets of $3,413,495 and total liabilities of
$43,949,987.


NICHOLS BROTHERS: Section 341(a) Meeting Slated for December 18
---------------------------------------------------------------
Ilene J. Lashinsky, United States Trustee for Region 18 will
convene a meeting of creditors of Nichols Brothers Boat Builders
Inc. at 2:00 p.m., on Dec. 18, 2007, at the United States
Courthouse, Room 4107,  700 Stewart Street, Suite 5103 in Seattle,
Washington.

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

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

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.  The Debtor's schedules
disclose total assets of $3,413,495 and total liabilities of
$43,949,987.


NORTHWESTERN CORP: Sustained Credit Metrics Cue Moody's Review
--------------------------------------------------------------
Moody's Investors Service placed the ratings of NorthWestern
Corporation under review for possible upgrade.  Ratings placed
under review include NorthWestern's Baa3 senior secured debt and
its Ba2 senior unsecured bank credit fac ility.

The ratings review reflects NorthWestern's success in sustaining
key credit metrics, including cash flow from operations to
interest and debt, at levels above those of similarly rated
transmission and distribution utilities; good progress with
respect to various rate case proceedings before the Federal Energy
Regulatory Commission, and the state regulators in Montana, South
Dakota, and Nebraska; and continued focus on low risk utility
operations, including organic growth opportunities related to
transmission and possibly generation, following termination of the
purchase and sale agreement under which Babcock and Brown
Infrastructure was attempting to acquire all of NorthWestern's
common stock.

The review of NorthWestern's ratings will focus on the ultimate
financial effects of settlements proposed in the aforementioned
rate case proceedings, management's plans for future capital
spending and the related financing strategy, and the extent to
which such plans might create a need for additional rate cases
over the intermediate term.

NorthWestern's ratings placed under review for possible upgrade
include:

  -- Baa3 senior secured debt
  -- Ba2 senior unsecured bank credit facility

NorthWestern Corporation, headquartered in Sioux Falls, South
Dakota, conducts regulated electric and gas utility operations in
Montana, South Dakota, and Nebraska through its NorthWestern
Energy division.  The company also has limited non-regulated
business investments.


OLLANIK CONSTRUCTION: Case Summary & 21 Largest Creditors
---------------------------------------------------------
Lead Debtor: Ollanik Construction Co. Inc.
             2900 E. Broadway Blvd., #116
             Tucson, AZ 85716
             Tel: (520) 326-1972

Bankruptcy Case No.: 07-02528

Type of Business: The Debtor is a construction comnpany.

Chapter 11 Petition Date: December 12, 2007

Court: District of Arizona (Tucson)

Debtor's Counsel: Kasey C. Nye, Esq.
                  Quarles & Brady LLP
                  One S. Church Ave., #1700
                  Tucson, AZ 85701
                  Tel: (520) 770-8717
                  Fax: (520) 770-2203
                  http://wwww.quarles.com/

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 21 Largest Unsecured Creditors:

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

The Official                   preference Claim       $572,471
Committee Of
Unsecured
Creditors Of
360networks (Usa)
Inc., Et Al.
c/o Terences D. Watson
499 Park Avenue
New York, NY 10022

Deleon Painting                trade debt             $246,775
1055 S. Euclid Ave.
Tucson, AZ 85719
Tel: (520) 642-5503

D. Tellez Masonry              trade debt             $198,018
450 W. Calle Concordia
Tucson, AZ 85737
Tel: (520) 742 2474

Southwest Concrete             trade debt             $116,277
Placement

Total Look Interiors           trade debt             $86,270

Chuck's Electric               trade debt             $63,074

Qualified Mechanical           trade debt             $62,547

BBP Concrete                   trade debt             $48,206

Cutler Fire Protection         trade debt             $47,106

KB Asphalt                     trade debt             $43,359

Ace Asphalt                    trade debt             $43,118

Century Plumbing               trade debt             $42,969

Days's Excavating              trade debt             $40,302

Stewart Paving                 trade debt             $39,089

McNary Company                 trade debt             $38,500

JB Ventures dba                trade debt             $36,009
JB Steel

Intec Installation             trade debt             $31,913

Arizona Department of          taxes                  $31,015
Revenue

Exquisite Creations            trade debt             $30,532

Westar                         trade debt             $29,719

Tucson                         trade debt             $28,794


ON SEMICONDUCTOR: To Acquire AMIS Holdings for $915 Million
-----------------------------------------------------------
ON Semiconductor Corporation and AMIS Holdings, Inc., parent
company of AMI Semiconductor, signed a definitive merger agreement
providing for the acquisition of AMIS by ON Semiconductor in an
all-stock transaction with an equity value of approximately
$915 million.

"The acquisition of AMIS furthers the transformation of ON
Semiconductor into an analog and power solutions leader with
enhanced scale, higher value and higher margin products, deep
customer relationships and an expanded addressable market," Keith
Jackson, ON Semiconductor president and CEO, said.  "Combining ON
Semiconductor's leading standard products and advanced
manufacturing infrastructure with AMIS's growing standard products
business and substantial custom product portfolio will enable the
combined company to more comprehensively address our customers'
needs.

"AMIS will immediately contribute exciting new products and
capabilities in the medical and military/aerospace markets and
will complement our existing automotive and industrial businesses.
Over time, we plan to leverage the advanced sub-micron
capabilities of our Gresham, Oregon, fabrication facility to
achieve operational synergies and extend AMIS's high voltage and
low power offerings".

"This transaction represents a compelling opportunity for AMIS
employees, customers and shareholders by combining the outstanding
manufacturing excellence of ON Semiconductor with the world class
mixed-signal design talent of AMIS," Christine King, CEO of AMIS,
stated.  "We believe AMIS shareholders will not only benefit from
the initial premium represented by the purchase price, but also
from a significant post-merger ownership in a combined ON
Semiconductor/AMIS company that is expected to have enhanced
growth, cash flow and profitability prospects.

"Through the combination, our employees will have access to a more
complete technology roadmap and capabilities as well as the
opportunity to serve our customers with a wider array of products;
either custom or standard."

                       Transaction Details

Under the terms of the agreement, which has been approved by both
boards of directors, AMIS shareholders will receive 1.150 shares
of ON Semiconductor common stock for each share of AMIS common
stock they own.  Based on the closing stock price of ON
Semiconductor on Dec. 12, 2007, this represents a value to AMIS
shareholders of approximately $10.14 per share.  Upon completion
of the transaction, ON Semiconductor will issue approximately
104 million shares of common stock on a fully diluted basis to
complete the transaction.  ON Semiconductor and AMIS stockholders
will own approximately 74% and 26%, respectively, of the combined
company.

The transaction is subject to the approval of shareholders from
both companies as well as customary closing conditions and
regulatory approvals.  Stockholders holding approximately 24% of
the voting stock of AMIS have entered into voting agreements in
support of the transaction.  The companies expect the transaction
to close in the first half of 2008.  Upon closing, ON
Semiconductor may record a one-time charge for purchased in-
process research and development expenses and other deal related
costs.  The amount of that charge, if any, has not yet been
determined.

"In addition to the strategic benefits, the acquisition provides
compelling financial opportunities," Donald Colvin, ON
Semiconductor executive vice president, CFO and treasurer, said.
"We have identified significant operational and manufacturing cost
synergies, up to $50 million in pre tax savings in 2009 that may
be achieved through the integration of AMIS and rationalization of
our combined infrastructure.  We expect to begin to realize these
synergies within two quarters of closing the transaction.  With
these cost savings, and excluding the impact of amortization
expense, we expect the acquisition will be accretive to our
earnings per share exiting 2008.  The combined company would also
have latest twelve months cumulative revenues of greater than
$2 billion and latest twelve months cumulative EBITDA of greater
than $500 million.  We believe the strong EBITDA of the combined
company, along with the rationalization of our capital
expenditures and utilization of our tax losses will enable the
combined company to generate significant cash flow for our
shareholders.  We have also identified potential revenue synergies
that, while we are not counting on them to make this acquisition
accretive, provide exciting opportunities for further enhancing
our combined revenue growth."

ON Semiconductor President and CEO Keith Jackson will serve as
president and CEO of the combined company.  Corporate headquarters
will remain in Phoenix, Arizona, with a significant presence
maintained in Pocatello, Idaho, Belgium and various other
locations worldwide.  ON Semiconductor non-executive Chairman J.
Daniel McCranie will continue as non-executive chairman of the
Board of Directors of the combined company, which will be expanded
to eight members with the addition of Christine King, CEO of AMIS.

Shares of the combined company will trade on the NASDAQ Global
Exchange under the symbol "ONNN."  Credit Suisse Securities (USA)
LLC acted as exclusive financial advisor and DLA Piper US LLP
acted as legal counsel to ON Semiconductor and Goldman, Sachs &
Co. acted as exclusive financial advisor and Davis Polk & Wardwell
acted as legal counsel to AMIS.

                      Stock Repurchase Program

ON Semiconductor also disclosed that, in connection with this
transaction, its Board of Directors has increased its share
repurchase authorization from 30 million shares to 50 million
shares.  This repurchase program is an increase to ON
Semiconductor's existing stock repurchase program and is expected
to commence as soon as practicable given the conditions imposed by
the transaction.

"We continue our commitment to shareholder value," Mr. Colvin
said.  "In connection with, and consideration of, this transaction
and the expected cash follow generation of the combined company,
our Board of Directors has increased our share repurchase
authorization to 50 million shares.  We are now authorized, over
the next three years, to repurchase approximately 50 percent of
the shares we will issue in this transaction."

                     About ON Semiconductor

Headquartered in Phoenix, Arizona, ON Semiconductor Corporation
(NASDAQ: ONNN) -- http://www.onsemi.com/-- designs, manufactures,
and markets power and data management semiconductors, and standard
semiconductor components worldwide.  It offers automotive and
power regulation products.

At Sept. 28, 2007, the company's balance sheet stockholders'
deficit of $53.5 million, compared to last year's deficit of
$225.4 million.

                          *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on ON Semiconductor Corp. to 'BB- 'from 'B+' on May 2007.
The outlook is stable.  At the same time, Standard & Poor's
assigned its 'BB' rating to the company's amended and restated
credit agreement, with a recovery rating of '1', indicating the
expectation of 100% recovery of principal in the event of a
payment default.


OTTIMO FUNDING: Moody's Withdraws Ratings on Liquidity Notes
------------------------------------------------------------
At the issuer's request, Moody's has withdrawn the ratings on the
Secured Liquidity Notes, a form of extendibale ABCP, and Series
2007-A, Series 2007-B and Series 2007-C subordinate notes of
Ottimo Funding Ltd. program, a partially supported single-seller
ABCP program administered by the Aladdin Capital Management LLC.
The program collateral was liquidated on November 1, proceeds
distributed to investors, and all outstanding notes terminated at
that time.  At the time the program was terminated the ABCP was
rated Not Prime, and the subordinate notes were all rated C.
There will be no further issuance under this program.


PANTRY INC: Weak Performance Prompts S&P to Lower Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sanford,
North Carolina-based The Pantry Inc. by one notch.  The corporate
credit rating was lowered to 'B+' from 'BB-', the revolver and
term loan ratings were lowered to 'BB' from 'BB+' (the '1'
recovery rating was not changed), and the subordinated notes
rating was lowered to 'B-' from 'B'.  The outlook is stable.

"The downgrade reflects weaker-than-expected operating performance
and credit measures in fiscal 2007,"said Standard & Poor's credit
analyst Jackie Oberoi.  Lease- and pension-adjusted total debt to
EBITDA was 6.4x in fiscal 2007, well up from 3.8x in fiscal 2006,
and above Standard & Poor's expectations for leverage around 5x.
EBITDA to interest coverage was 2.3x in fiscal 2007, compared with
3.6x in the prior year, and below Standard & Poor's expectations
of around 2.7x.

The rating reflects The Pantry's participation in the competitive
and highly fragmented convenience store industry; market
concentrations in resort communities and in the Southeastern U.S.,
where economic slowdowns can affect operations; exposure to
gasoline price volatility; and the company's acquisitive track
record.


POPE & TALBOT: B.C. Supreme Court Approves Sale of Surplus Lands
----------------------------------------------------------------
The British Columbia Supreme Court approved four transactions
covering the sale of the surplus lands of Pope & Talbot Inc. and
its debtor-affiliates:

    (a) An agreement between Pope & Talbot Ltd. and Kelowna
        Family Golf Centre Ltd., dated Oct. 19, 2007, for land
        and premises located in Beaverdell, British Columbia, for
        CDN$550,000.

    (b) An agreement between P&T Ltd. and Dan Norn, James Norn
        and Byron Norn dated Oct. 26, 2007, for land and
        premises located in Lower Arrow Lake, for CDN$751,000.

    (c) An agreement between P&T Ltd. and Paterson Pole Ltd.
        dated Oct. 26, 2007, for land and premises located in
        Lower Arrow Lake, for CDN$1,350,000.

    (d) An agreement between P&T Ltd. and RJR Investments Ltd.
        dated Nov. 16, 2007, for a portfolio of 10 properties.
        The subject properties are Blanket Creek, Beaton Complex,
        Beaton Schedule A, Galena Bay Thumb, Arrowhead (Henry's
        Creek), Galena Bay, Taite Creek, Tuzo Junction, Kettle
        River Park North, and Kettle River Park South.

The Canadian Court authorized and directed the Canadian Debtors
to take the necessary steps for the completion of the
Transactions, and the conveyance of the Purchased Surplus Lands
to the Purchasers.

The Canadian Court held, however, that the closing of each of the
Transactions is subject to the approval of the United States
Bankruptcy Court for the District of Delaware, or having a cross-
border protocol approved, whichever occurs first.

The proceeds from each of the Transactions will be paid to Wells
Fargo Financial Corporation Canada, as administrative agent under
the Canadian Debtors' DIP Credit Agreement.

The Surplus Lands Sale Order is without prejudice to the right of
any party bring a motion to compel disgorgement of the proceeds
of sale in the event that the Monitor's legal counsel concludes
that the DIP Lenders and the prepetition lenders do not have a
valid and enforceable mortgage.

                       U.S. Debtors Seek
                  Bankruptcy Court's Approval

The U.S. Debtors have sought separate authority from the
Bankruptcy Court to sell Surplus Lands contemplated by the
Canadian Court's Surplus Lands Order.

According to James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, the U.S. Debtors' proposed
counsel, the U.S. Debtors believe that it is highly unlikely that
auctions would produce higher or better bids for the Properties.

As reported in the Troubled Company Reporter on Dec. 5, 2007,
the Canadian Debtors told the Canadian Court that with the
assistance of Colliers International, they have determined that
certain properties are redundant and surplus to their ongoing and
future operations.

                       About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Court Approves Bidding Procedures for Pulp Business
------------------------------------------------------------------
The Hon. Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware approved in all respects Pope &
Talbot Inc. and its debtor-affiliates' bidding and sale procedures
with respect to the sale of their pulp business assets, including:

   (1) the submission, consideration, qualification and
       acceptance of Qualified Overbids submitted to the Debtors;

   (2) the Auction; and

   (3) the identification and determination of the Successful Bid
       and the Back-Up Bid.

According to the Bankruptcy Court, any objections to the
Procedures Order that have not been withdrawn, waived, resolved
or settled, are overruled.

Judge Sontchi held that at any time, and in no event later
than Jan. 8, 2008, the Debtors may enter into an asset purchase
agreement with a Qualifying Bidder, with respect to all,
substantially all, or a material part of the Pulp Business
Assets, subject to Court-approval.

Should the Debtors decide to enter into a Stalking Horse Purchase
Agreement, they will file a notice of a hearing to approve the
Stalking Horse Agreement, with respect to the Break-up Fee, the
Expense Reimbursement and the Auction Overbid Protections.

The Court will convene a Stalking Horse Bidder Hearing on
Jan. 15, 2008, at 12:00 p.m. (prevailing Eastern time).  Any
objections to the Stalking Horse Bidder Notice must be filed no
later Jan. 14, 2007, at 10:00 a.m. (prevailing Eastern time).

If an Auction is required, Judge Sontchi states, it will be held
on Feb. 5, 2008, at 10:00 a.m., at the Lexington Avenue, New
York office of Shearman & Sterling LLP, the Debtors' counsel.

The Court will convene a hearing to consider approval of the sale
to the Stalking Horse Bidder or alternatively, the Successful
Bidder, on Feb. 12, 2008, at 12:00 p.m. (prevailing Eastern
time).  Sale objections must be filed no later than Feb. 8, at
4:00 p.m. (prevailing Eastern time).

Judge Sontchi authorized and directed the Debtors to serve a cure
cost notice in connection with the assumption and assignment of
the Assigned Contracts, no later than Jan. 31, 2008.  Objections
to the Cure Notice must be filed by Feb. 5, at 4:00 p.m.
(prevailing Eastern time).

The Bankruptcy Court permits the Debtors, in consultation with
the Official Committee of Unsecured Creditors, to delete any
Assigned Contract from the Cure Notice, in accordance with the
terms of the Stalking Horse Purchase Agreement, or as otherwise
required pursuant to the transaction contemplated by the
Successful Bid, at any time prior to the Court's Approval Order.

No provisions of the Procedures Order will be deemed to
constitute the consent of the Debtors' secured lenders or the
Creditors Committee to any bid, and will not impair the ability
of the Secured Lenders to act as Qualified Bidders.

                       Monitor's Comments

PricewaterhouseCoopers Inc. -- as monitor of the proceedings
commenced by Pope & Talbot Ltd. and its subsidiaries under the
Companies' Creditors Arrangement Act -- and Rothschild Inc., the
Canadian Debtors' financial advisor and investment banker,
acknowledge that the timeline for the Canadian Debtors' Pulp
Business Assets Sale is tight but achievable.

According to the Monitor, the tight timeline is also necessary,
because:

   (1) working capital constraints have restricted the ability to
       purchase fibre supply at the mills, which has increased
       the risk of operational disruptions caused by
       uncontrollable circumstances like poor weather or supply
       chain failures;

   (2) recently, two key fiber suppliers to the Mackenzie mill
       have announced shutdown or curtailments in their
       operations, thereby restricting the availability of fiber.
       This has lead the Canadian Debtors to explore the addition
       of an experimental hardwood mix pulp product at the mill;
       and

   (3) the Canadian Debtors' DIP Financing requires the tight
       timeline as additional time will require further funding
       for the Canadian Debtors.

"Working capital constraints over the past few months, and
particularly post CCAA filing, have resulted in the company
undertaking only essential capital expenditures and maintenance
procedures," Greg Watson, president of PricewaterhouseCoopers
Inc., reports.

The Canadian Debtors believe that only discretionary capital
expenditures are being deferred, however, "this is not a
sustainable model," Mr. Watson explains.

"As time passes, the chances for an unexpected essential
major capital expenditure will increase," Mr. Watson tells the
Court.  Neither the Canadian Debtors nor the Monitor will
necessarily have any advance warning of the requirement, Mr.
Watson adds.

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
asked the United States Bankrupty Court to deny Pope & Talbot Inc.
and its debtor-affiliates' proposed sale procedures for the sale
of their pulp business assets to the extent that they seek
conditional approval of the proposed bid protections for a
subsequently-selected stalking horse bidder.

Similar to the U.S. Trustee's Objection, Jason W. Staib, Esq., at
Blank Rome LLP, in Wilmington, Delaware, the Official Committee of
Unsecured Creditors' proposed counsel, asserted that the proposed
Pulp Business Bidding Procedures "unnecessarily invite excessive"
stalking horse protections, as they suggest that the bidders "will
be entitled to a break-up fee of up to 3.5% and reimbursement of
out-of-pocket expenses up to $700,000."

                   About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Remaining Wood Products Sale Procedures Approved
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved in all respects Pope & Talbot Inc. and its debtor-
affiliates' bidding and sale procedures with respect to the sale
of certain wood products assets not contemplated to be sold to
International Forest Products and the assumption of related
liabilities, including:

   (1) the submission, consideration, qualification and
       acceptance of Qualified Overbids submitted to the Debtors;

   (2) the Auction; and

   (3) the identification and determination of the Successful Bid
       and the Back-Up Bid.

Any objections to the Procedures Order that have not been
withdrawn, waived, resolved or settled, are overruled, the Hon.
Christopher S. Sontchi stated.

The Bankruptcy Court held that at any time, and in no event later
than Jan. 8, 2008, the Debtors may enter into an asset purchase
agreement with a Qualifying Bidder, with respect to all,
substantially all, or a material part of the Remaining Wood
Products Business, subject to Court-approval.

In the event that the Debtors enter into a Stalking Horse
Purchase Agreement, they will file a notice of a hearing to
approve the Stalking Horse Agreement, with respect to the Break-
up Fee, the Expense Reimbursement and the Auction Overbid
Protections.

The Bankruptcy Court will convene a Stalking Horse Bidder Hearing
on Jan. 15, 2008, at 12:00 p.m. (prevailing Eastern time).  Any
objections to the Stalking Horse Bidder Notice must be filed
no later Jan. 14, 2007, at 10:00 a.m. (prevailing Eastern time).

The Auction, if required, will be on Feb. 5, 2008, at 10:00
a.m., at the Lexington Avenue, New York office of Shearman &
Sterling LLP, the Debtors' counsel.

The Court will convene a hearing to consider a sale to the
Stalking Horse Bidder or alternatively, any Successful Bidder, on
Feb. 12, 2008, at 12:00 p.m. (prevailing Eastern time).  Any
objections to the sale must be filed no later than Feb. 8, at
4:00 p.m. (prevailing Eastern time).

The Court authorized and directed the Debtors to serve a cure
cost notice in connection with the assumption and assignment of
the Assigned Contracts, no later than Jan. 31, 2008.  Objections
to the Cure Notice must be filed by Feb. 5, at 4:00 p.m.
(prevailing Eastern time).

The Hon. Christopher S. Sontchi allowed the Debtors, in
consultation with the Official Committee of Unsecured Creditors,
to delete any Assigned Contract from the Cure Notice, in
accordance with the terms of the Stalking Horse Purchase
Agreement, or as otherwise required pursuant to the transaction
contemplated by the Successful Bid, at any time prior to the
Court's approval of the sale.

No provisions of the Procedures Order will be deemed to
constitute the consent of the Debtors' secured lenders or the
Creditors Committee to any bid, and will not impair the ability
of the Secured Lenders to act as Qualified Bidders.

The Debtors are seeking separate approval of the Bidding
Procedures from the British Columbia Supreme Court.

                   Canadian Monitor's Comments

PricewaterhouseCoopers Inc., the Canadian Court-appointed 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 Rothschild Inc., the
Canadian Debtors' financial advisor and investment banker, has
"reconnected" with certain parties that had expressed interest in
either of the two remaining sawmills as well as all parties who
expressed interest in the broader Wood Products Business but who
were unsuccessful.

According to the Monitor, Rothschild has contacted an additional
nine parties since the CCAA proceedings commenced and three
parties have executed confidentiality agreements, which have
granted them access to the Canadian Debtors' electronic data
room.

As with the pulp assets, the Canadian Debtors and Rothschild
acknowledge that the timeline is very tight, but believe that
they are achievable.

The Monitor tells the CCAA Court that the decision to incorporate
a tight timeline was influenced by the several factors,
including:

   (1) The operations at the Remaining Wood Products Business are
       cash flow negative in their shut-down state and
       accordingly, an extended timeline will require further
       cash funding;

   (2) The operations of each sawmill are stand-alone and the
       logical buyers appear to be fully aware that the asset is
       for sale and none of these parties have suggested the
       timeline is unreasonable; and

   (3) The Canadian Debtors' DIP Financing Agreement requires the
       timeline be met, because additional time will require
       further funding to the company.

The Monitor has reviewed the sales procedures with regards to the
Remaining Wood Products Division, and accepts that the timeline
is very tight.  However, the Monitor sees no evidence to suggest
that an extended timeline would attract any additional potential
purchasers or produce higher sales values.

The Monitor, therefore, supports the Canadian Debtors' proposed
sale process and timeline.

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
complained that under the proposed sale procedures, the Debtors
appear to seek tentative authority to provide to any subsequently-
selected stalking horse bidder certain bid protections.

The Official Committee of Unsecured Creditors also asked the Court
to revise the proposed Remaining Wood Business Bidding Procedures
by:

  (a) deleting any reference to the amounts and types of stalking
      horse protections the Debtors are willing to grant; and

  (b) allowing it to participate in any sale process.

                        About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PQ CORP: Carlyle Group Deal Cues S&P to Withdraw 'B+' Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on Berwyn, Pennsylvania-based PQ Corp.  The rating
was removed from CreditWatch, where it was placed with negative
implications on June 1, 2007, following the acquisition of PQ by
The Carlyle Group in a transaction that refinanced rated debt.


PRIVA INC: Creditors Approve Proposal Filed Under BIA
-----------------------------------------------------
Priva Inc. disclosed that the statutory majorities of creditors
have accepted its proposal filed pursuant to the Bankruptcy and
Insolvency Act with RSM Richter Inc.  The proposal provides for a
basket of $150,000 to be distributed amongst the preferred and
unsecured creditors of Priva.

Priva will apply to the Superior Court of Quebec for approval of
the Proposal.  If approved by the Court, the Proposal will be
binding on all creditors and Richter will distribute dividends to
the creditors in accordance with the terms of proposal.

Headquartered in Montreal, Priva Inc. (TSX VENTURE: PIV) --
http://www.priva-inc.com/-- is a manufacturer, distributor and
marketer of an assortment of absorbent, waterproof textile
products sold to retailers in Canada, the U.S., the U.K.,
Australia and Spain, with export sales representing just about 67%
of sales.  Priva's products for adults are sold under the Priva
and AmericareTM labels; children's products are marketed under the
"SnoozyTM" and "Tidy TurtleTM" brand names and Priva's anti-
allergen products are sold under the QuorumTM and Zip & Block
labels.

At June 30, 2007, Priva Inc.'s balance sheet showed total assets
of $3.12 million and total liabilities of $3.2 million, resulting
to a shareholders' deficit of $0.08 million.

In October 2007, the Superior Court of Quebec appointed RSM
Richter Inc. as interim receiver to certain of Priva's assets and
authored the sale of the majority of those assets to Fiberlinks
Textiles Inc.


RADNOR HOLDINGS: U.S. Trustee Disbands Unsecured Creditors Panel
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, disbanded
the Official Committee of Unsecured Creditors in Radnor Holdings
Corporation and its debtor-affiliates' Chapter 11 cases.

During the period from Nov. 5-9, 2007, the Trustee received
resignation letters from each of the seven committee members:

   1) U.S. Bank, N.A.;
   2) Airlie Group;
   3) Barclays Bank PLC;
   4) Peritus I Asset Management LLC;
   5) Total Petrochemicals USA, Inc.;
   6) Lyondell Chemical Company; and
   7) Polar Plastics, Inc.

At present, the Trustee says, there appears to be no sufficient
interest among the remaining unsecured creditors for her to
replace the committee members and to reform the committee.

                      About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RESIDENTIAL CAPITAL: Defers Tender Offer of Notes to December 19
----------------------------------------------------------------
Residential Capital, LLC disclosed an extension of the early
tender time for its cash tender offer for up to $750 million
aggregate principal amount of its:

   * Floating Rate Notes due June 9, 2008,
   * Floating Rate Notes due Nov. 21, 2008,
   * 6.125% Notes due Nov. 21, 2008, and
   * Subordinated Floating Rate Notes due April 17, 2009.

The new early tender time is 12:00 midnight EST on Dec. 19, 2007,
which is the same time as the tender offer expiration time.  Each
of the early tender time and the tender offer expiration time is
subject to extension by ResCap in its sole discretion.  As a
result of the extension of the early tender time, all holders that
validly tender their notes in the tender offer will be eligible to
receive the total consideration offered in the tender offer,
including the early tender premium included as part of the total
consideration.  The withdrawal rights with respect to the tender
offer have terminated and, accordingly, notes tendered in the
tender offer may no longer be withdrawn.

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

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

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

                    About Residential Capital

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

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

                          *     *     *

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

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

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


SATCON TECH: Posts $2.6 Million Net Loss in Third Quarter
---------------------------------------------------------
SatCon Technology Corp. reported a net loss of $2.6 million on
total revenue of $21.0 million for the third quarter ended
Sept. 30, 2007, compared with a net loss of $7.6 million on total
revenue of $8.5 million in the same period last year.

The increase in total revenue mainly reflects and increase of
$10.6 million in reevenues within the Power Systems Division in
Canada as compared to 2006.

Funded research and development and other revenue increased from
$1.3 million in 2006 to $2.7 million in 2007.  The increase in
revenue is due to the delivery of a Stationary Rotary UPS ride
through unit which accounted for approximately $1.2 million of the
increase and an overall increase in revenue from government
contracts of $200,000.

Cost of product revenue increased $8.9 million, or 122%, from
$7.3 million in 2006 to $16.1 million in 2007.  The increase was
primarily attributable the mix of products sold during the period
and higher revenues compared to fiscal 2006 in the Power Systems
Division in Canada and, in part, by a slight increase in the cost
of product revenue due to higher revenues in the Electronics
division.  This increase was offset, in part, by a decrease in
overhead costs during the period in the comany's Power Systems
Division in the United States.

Operating losses for the third quarter of 2007 were $1.1 million,
as compared to $3.5 million in the third quarter 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$34.7 million in total assets, $33.5 million in total liabilities,
and $1.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?265a

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
Vitale, Caturano and Company Ltd. expressed substantial doubt
about SatCon Technology Corporation'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 incurred a net loss of
$19.8 million and used $9.8 million of cash in its operating
activities and as of Dec. 31, 2006, has a stockholders' deficit of
$2.5 million.  In addition, the company has historically incurred
losses and used cash, rather than provided cash, from operations.

                     About SatCon Technology

Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- is a developer and manufacturer of
electronics and motors for the Alternative Energy, Hybrid-Electric
Vehicle, Grid Support, High Reliability Electronics and Advanced
Power Technology markets.


SCO GROUP: Can Hire Boies Schiller as Special Litigation Counsel
----------------------------------------------------------------
The SCO Group Inc. and SCO Operations Inc. obtained authority from
the United States Bankruptcy Court for the District of Delaware
to employ Boies, Schiller & flexner LLP as special litigation
counsel.

As reported in the Troubled Company Reporter on Nov. 1, 2007,
Boies Schiller will assist the Debtors in connection with the
continuation of the SCO Litigation.  The SCO Litigation consists
of these pending matters:

   -- SCO Group v. International Businesses Machines Corp. pending
      in the U.S. District Court for the District of Utah;

   -- SCO Group v. Novell Inc. pending in the U.S. District Court
      for the District of Utah;

   -- Red Hat Inc. v. SCO Group pending in the U.S. District Court
      for the District of Delaware;

   -- SCO Group v. Autozone Inc. pending in the U.S. District
      Court for the District of Nevada;

   -- SCO Group v. DaimlerChrysler Corporation pending in the
      State of Michigan, Circuit Court for the County of Oakland;

   -- Gray Litigation: Wayne R. Gray v. Novell, SCO Group and
      X/Open Company Ltd. pending in the U.S. District Court for
      the Middle District of Florida; and

   -- SuSE Linux GmbH v. SCO Group pending before the
      International Court of Arbitration.

Specifically, the firm is expected to:

   a. give advice to the Debtors with respect to the SCO
      Litigation;

   b. prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      prosecution, defense or appeal of administration of the SCO
      Litigation;

   c. represent the Debtors at all trials, hearings or arbitration
      proceedings with respect to the SCO Litigation; and

   d. protect the interests of the Debtors with respect to the SCO
      Litigation.

Subject to the Court's approval, the Debtors will pay the firm at
its standard hourly rate with respect to the Gray Litigation and
50% of its standard hourly rates with respect to the SuSE
Arbitration and continue the terms of their pre-bankruptcy
engagement on other SCO Litigation.

The Debtors believe that the employment of the firm is necessary
and in the best interest of the Debtors' estates.  To the best of
the Debtors' knowledge, Boies Schiller does not represent or hold
any interest adverse to the Debtors or their estates.

The firm can be reached at:

             Stuart H. Singer, Esq.
             Boies, Schiller & flexner LLP
             333 Main St.
             Armonk, NY 10504-1812
             Tel: (914) 749-8200
             Fax: (914) 749-8300
             http://www.bsfllp.com/

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

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


SECURITIZED ASSET: Fitch Rates $11.4 Million Class B-4 at BB+
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on two Securitized
Asset Backed Receivables LLC transactions.  Affirmations total
$464.2 million.  In addition, $23.3 million is placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

SABR 2005-FR2
  -- $18.2 million class A affirmed at 'AAA' (BL: 98.69, LCR:
     6.89);
  -- $92.4 million class M-1 affirmed at 'AA' (BL: 66.91, LCR:
     4.67);
  -- $59.2 million class M-2 affirmed at 'A' (BL: 42.79, LCR:
     2.99);
  -- $17.3 million class M-3 affirmed at 'A-' (BL: 36.57, LCR:
     2.55);
  -- $16.3 million class B-1 affirmed at 'BBB+' (BL: 30.04,
     LCR: 2.1);
  -- $13.5 million class B-2 affirmed at 'BBB' (BL: 24.65, LCR:
     1.72);
  -- $11.9 million class B-3 rated 'BBB-' (BL: 19.78, LCR:
     1.38), placed on Rating Watch Negative;
  -- $11.4 million class B-4 rated 'BB+' (BL: 15.81, LCR 1.1),
     placed on Rating Watch Negative.

Deal Summary
  -- Originators: Fremont (100%)
  -- 60+ day Delinquency: 34.6%
  -- Realized Losses to date (% of Original Balance): 1.53%;
  -- Expected Remaining Losses (% of Current Balance): 14.33%;
  -- Cumulative Expected Losses (% of Original Balance): 4.93%.

SABR 2005-OP1
  -- $3.5 million class A affirmed at 'AAA' (BL: 99.46, LCR:
     12.31);
  -- $42.2 million class M1 affirmed at 'AA+' (BL: 89.61, LCR:
     11.09);
  -- $67.9 million class M2 affirmed at 'AA' (BL: 42.29, LCR:
     5.23);
  -- $66.6 million class M3 affirmed at 'A' (BL: 21.75, LCR:
     2.69);
  -- $18.4 million class M4 affirmed at 'A-' (BL: 18.70, LCR:
     2.31);
  -- $13.8 million class B1 affirmed at 'A-' (BL: 16.54, LCR:
     2.05);
  -- $11.2 million class B2 affirmed at 'BBB+' (BL: 14.89, LCR:
     1.84);
  -- $9.8 million class B3 affirmed at 'BBB' (BL: 13.51, LCR:
     1.67);
  -- $13.1 million class B4 affirmed at 'BBB-' (BL: 12.03, LCR:
     1.49);

Deal Summary
  -- Originators: Option One Mortgage Corp. (100%)
  -- 60+ day Delinquency: 21.1%;
  -- Realized Losses to date (% of Original Balance): 0.62%;
  -- Expected Remaining Losses (% of Current Balance): 8.08%;
  -- Cumulative Expected Losses (% of Original Balance): 2.34%.

The data above is based off the October 2007 remittance period.
The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


SG MORTGAGE: Moody's Lowers Rating on Cl. M-8 to B1 from Baa2
-------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 5 tranches
from SG Mortgage Securities Trust 2007-NC1.  Additionally one
downgraded tranche remains on review for possible further
downgrade.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, subprime mortgage
loans.

In its analysis, Moody's has combined its published methodology
updates as of July 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: SG Mortgage Securities Trust 2007-NC1

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. M-7, Downgraded to Ba1, previously Baa1,
  -- Cl. M-8, Downgraded to B1, previously Baa2,
  -- Cl. M-9, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.


SHELDON-LAGUNA PROPERTIES: Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Sheldon-Laguna Properties, L.L.C.
        3825 Atherton Road, Suite 15
        Rocklin, CA 95765

Bankruptcy Case No.: 07-30749

Chapter 11 Petition Date: December 11, 2007

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: W. Steven Shumway, Esq.
                  2140 Professional Drive, Suite 250
                  Roseville, CA 95661
                  Tel: (916) 789-8821

Estimated Assets: $4,400,000

Estimated Debts:  $4,200,000

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


SIERRA NEVADA: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sierra Nevada Land Acquisitions, L.L.C.
        1050 East Flamingo Road, Suite E-320
        Las Vegas, NV 89119

Bankruptcy Case No.: 07-18346

Type of Business: The Debtor is a real estate holding company.

Chapter 11 Petition Date: December 12, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: David J. Winterton, Esq.
                  211 North Buffalo Drive, Suite A
                  Las Vegas, NV 89145
                  Tel: (702) 363-0317

Total Assets: $2,900,000

Total Debts:  $1,875,047

Debtor's Five Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
City of Henderson              $13,847
P.O. Box 52767
Phoenix, AZ 85072

Darren Feltus                  $6,250
1015 Snowbunting Court
Henderson, NV 89002

Advanced Pool Management       $1,800
1124 Thornfield Lane
Las Vegas, NV 89123

R.P.M.G.                       $1,600

Van Pale & Associate           $1,550


SPECIALITY UNDERWRITING: Moody's Lowers Ratings on 16 Tranches
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 16
tranches and placed on review for possible downgrade the ratings
of 6 tranches from 3 deals issued by Speciality Underwriting and
Residential Finance Trust in 2007.  Additionally one downgraded
tranche remains on review for possible further downgrade.  The
collateral backing these classes consists of primarily first lien,
fixed and adjustable-rate, subprime mortgage loans.

In its analysis, Moody's has combined its published methodology
updates as of July 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: Speciality Underwriting and Residential Finance Trust,
Series 2007-AB1

  -- Cl. A-1 Currently Aaa on review for possible downgrade,
  -- Cl. A-2C Currently Aaa on review for possible downgrade,
  -- Cl. A-2D 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 Ba2, previously A1,
  -- Cl. M-5, Downgraded to B2, previously A2,
  -- Cl. M-6, Downgraded to B3 on review for possible further
     downgrade, previously A3,
  -- Cl. B-1, Downgraded to Ca, previously Baa1,
  -- Cl. B-2, Downgraded to C, previously Baa2,
  -- Cl. B-3, Downgraded to C, previously Baa3.

Issuer: Specialty Underwriting and Residential Finance Series
2007-BC1

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa2, previously A3,
  -- Cl. B-1, Downgraded to B1, previously Baa1,
  -- Cl. B-2, Downgraded to B3, previously Baa2,
  -- Cl. B-3, Downgraded to Ca, previously Baa3.

Issuer: Specialty Underwriting and Residential Finance Trust,
Series 2007-BC2

  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Ba1, previously A3,
  -- Cl. B-1, Downgraded to B1, previously Baa1,
  -- Cl. B-2, Downgraded to B3, previously Baa2,
  -- Cl. B-3, Downgraded to Caa2, previously Baa3.


ST LOUIS INDUSTRIAL: Moody's Holds Junk Rating on $98MM Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed the Caa2 rating and
negative outlook on the St. Louis Industrial Development
Authority's $98 million in senior lien hotel revenue bonds.

In Moody's opinion, there is a high probability that equity holder
Kimberly-Clark Corporation has sufficient financial incentives,
although no obligation, to make an additional final contribution
to fund the upcoming Dec. 15, 2007 interest payment.  Moody's
notes that the tax incentives to provide such contributions will
expire in 2008, leaving the hotel's senior bondholders exposed to
a high risk of default.

Legal Security: Net revenues of the headquarters hotels for the
America's Center Convention Center in downtown St. Louis. Net
revenues are generated from the 165-room Renaissance Suites that
opened for business in April 2002 and the 918-room Renaissance
Grand that opened for business in February 2003.

Derivatives: None

Strengths

  * Equity holder Kimberly-Clark Corporation (senior unsecured
    rated A2), acting through its affiliate Housing Horizons
    LLC, has financial incentives to make a final contribution
    to support the project for the debt service payment due
    later this week.

  * Marriott International (senior unsecured rated Baa2 with a
    stable outlook), the hotel operator, has achieved high
    market penetration, despite weak market fundamentals.

  * Performance of the hotels, while below initial projections,
    has improved significantly in recent years, with the
    interest payment earlier this year paid out of hotel
    revenues and funds without the need for external funding.

Challenges

  * The project hotels continue to be under severe credit
    stress, with weak operating and financial performance since
    opening.

  * Hotel net revenues have not been sufficient to pay debt
    service, and the project has nearly depleted its debt
    service reserve fund and has fully exhausted all standby
    support.

  * Due to weak market fundamentals and a mismatch between
    supply and demand, break even analysis indicates that the
    hotel is likely several years away from fully supporting
    its operating expenses and debt service costs, suggesting
    that a payment default could occur.

Recent Developments

The 918-room Renaissance Grand and the 165-room Renaissance Suites
hotels continue to pay debt service, and in a recent positive
development, the June 15, 2007 interest payment on the senior lien
bonds came solely from project revenues and funds.  The project is
expecting a shortfall for the upcoming payment. Acting through its
affiliate Housing Horizons, LLC, Kimberly-Clark is expected,
although not obligated, to subsidize the upcoming payment, given
that it will retain federal tax credits that are materially larger
than the cost of subsidies.  Kimberly-Clark would lose ownership
of the hotels, and consequently not receive the tax credits, if
the senior lien bonds defaulted.  Based on the most current
information, Moody's expects these tax credits will remain
materially larger than the contribution required of Kimberly Clark
later this week.  Kimberly-Clark's tax credits expire in early
2008.  At that time, the hotels must generate cash flow sufficient
to pay debt service or default on the bonds, absent additional
equity contributions.

In the event of a potential payment shortfall, the hotels could
require a judicial restructuring, a non-judicial refinancing with
consent of bondholders, or additional equity contributions from
key interested parties to avoid default.  A financial workout plan
may be possible outside of a judicial restructuring, but Moody's
remains concerned that project revenues are insufficient to
continue to meet interest and principal obligation, absent a
contribution from Kimberly-Clark.  In order to balance its cash
flow and obligations, a bankruptcy filing may be inevitable.

While the hotels' financial performance remains highly stressed,
operations and finances continue to improve.  The hotels combined
operating and financial performance for the first nine months of
FY 2007 is behind budget but well ahead of actual results from the
same period in FY 2006, which in turn represented an improvement
over FY 2005 numbers.  Combined net house profit during this
period equaled $4.1 million in FY 2007 compared to $2.5 million in
FY 2006, and Moody's estimates net house profit to have covered
somewhere around 85% of 2007 debt service by the end of the year.
Average room rates and occupancy for the first nine months of 2007
have improved to $123.81 (from 121.03 over the same period last
year) and 68.5% (from 66.8%), respectively.  The hotels continue
to outperform their direct competitors in the downtown St. Louis
market, with a market penetration rate around 120%, indicating
that the hotels are capturing more customers than the market
average.

Project Background

The project bonds were issued in 2000 to finance a portion of the
costs of construction and renovation of the headquarters hotels
for the America's Center Convention Center in downtown St. Louis.
The hotels' poor operating and financial performance stems from a
number of national and local contributing factors.  National
factors include the disruption of the hotel industry as a result
of the impact of the September 2001 terrorist attacks on travel; a
national and regional economic slowdown; a general deterioration
of hotel market conditions, both nationally and in the St. Louis
regional market; a decline in business spending on meetings and
conventions, and softening nationally in convention bookings and
attendance in recent years.  An additional factor was American
Airlines' significant reduction in air service at Lambert-St.
Louis International Airport, which has not been fully restored.

Local factors include the inability of the CVC to obtain the
anticipated convention activity at the America's Convention
Center.  The CVC and the market feasibility consultant concluded
that the city could significantly improve the number of
conventions if they had a properly sized headquarters hotel
adjacent to the St. Louis America's Convention Center.  The market
study forecasted that group room nights generated from the
increased conventions would increase to 800,000 group room nights
in 2004, compared to an actual 410,000.  The Idea Institute's
August 2004 study concluded that the overwhelming reason for
missing the room rate target was the poor national image of St.
Louis as a destination.  Other factors include the high cost labor
work rules, lack of political support and the governance structure
of the CVC, although certain changes have been implemented to make
improvements.
Outlook

The rating remains negative.  Over the next few months, our
analysis will focus on any restructuring efforts, as well as
performance in the early months 2008 and the hotel's progress
towards funding its June, 2008 debt service payment.

Rated Debt

Senior Lien Revenue Bonds, Series 2000A, $98 million


SUPERCONDUCTOR TECH: Posts $2.0 Million Net Loss in Third Quarter
-----------------------------------------------------------------
Superconductor Technologies Inc. reported a net loss of
$2.0 million for third quarter ended Sept. 29, 2007, compared with
a net loss of $2.1 million in the corresponding period of 2006.

Total net revenues for the third quarter were $4.1 million,
compared to $5.9 million in the year ago third quarter.  Net
commercial product revenues for the third quarter of 2007 were
$2.3 million, compared to $4.9 million in the third quarter of
2006.  Government and other contract revenue totaled $1.8 million
during the 2007 third quarter, compared to $1.0 million for the
third quarter of 2006.

As of Sept. 29, 2007, STI had $5.0 million in working capital,
including $2.5 million in cash and cash equivalents, as compared
to working capital of $10.2 million at Dec. 31, 2006, which
included $5.5 million in cash and cash equivalents.

The company has an agreement with Hunchun BaoLi Communication Co.
Ltd. ("BAOLI") under which BAOLI has agreed to invest
$15.0 million in exchange for equity.  The company expects to be
able to satisfy its expected liquidity needs for at least the next
twelve months from the proceeds of this transaction and cash flow
from operations.

At Sept. 29, 2007, the company's consolidated balance sheet showed
$15.6 million in total assets, $4.3 million in total liabilities,
and $11.3 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 29, 2007, are available for
free at http://researcharchives.com/t/s?265b

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 26, 2007,
Stonefield Josephson Inc. in Los Angeles, California, expressed
substantial doubt about Superconductor Technologies Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's substantial net
losses and accumulated deficit of $190.8 million as of Dec. 31,
2006.

                About Superconductor Technologies

Based in Santa Barbara, California, SuperConductor Technologies
Inc. (NasdaqCM: SCON) -- http://www.suptech.com/-- provides
advanced wireless solutions, adaptive filtering, and cryogenics
products for commercial and government applications.


TD AMERITRADE: S&P Holds BB Rating and Revises Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on TD
AMERITRADE Holding Corp. to positive from stable.  At the same
time, S&P affirmed its 'BB' long-term counterparty credit rating
on TD AMERITRADE.

"The outlook revision reflects growth and strengthening of the
franchise, including growth in client assets, revenues, and
earnings, as well as reduction in leverage," said Standard &
Poor's credit analyst Helene De Luca.  "The ratings are based on
the company's strong earnings performance, management's ability to
integrate acquisitions, the firm's scalable business model, and
the strength of its brand franchise.  These strengths are
partially offset by the firm's high leverage, negative tangible
equity, and the competitive environment of the retail brokerage
industry," she added.

TD AMERITRADE has made a number of acquisitions, as have its
competitors, as the industry consolidates.  As a result, goodwill
and intangible assets at TD AMERITRADE have grown substantially,
as has its debt funding.  The firm's high profitability somewhat
mitigates concerns about its high leverage.

Client assets at year-end Sept. 30, 2007, hit a high of
$302.7 billion, up 16% for the year.  Pretax operating and EBITDA
margins for the quarter ending Sept. 30, 2007, were up to 54.1%
from 40.8% and 62.4% from 51.8% the same quarter a year ago,
respectively.  The high margins reflect the company's
efficiencies gained from its technology and economies of scale.
Nontrading revenues as a proportion of total net revenues provide
a degree of stability against more volatile trading revenue.
Although down from the high of 66.6% for the quarter ending
Sept. 29, 2006, these revenues still comprise 60.7% of total net
revenues.

TD AMERITRADE has grown organically and greatly increased its
market share through its 2006 acquisition of TD Waterhouse.
Beyond increasing its online presence, the TD Waterhouse deal
expanded TD AMERITRADE's distribution through a nationwide branch
network and registered investment advisor network, which helped TD
AMERITRADE move beyond the active trader and reach a broader
customer base of long-term investors.  The company's management
has experience with acquisition integration given its eight
acquisitions.  S&P expect the Fiserv Investment Services
acquisition, which should close soon, to improve TD AMERITRADE's
standing as a provider of trading and custodial services to RIAs.

Although The Toronto-Dominion Bank (TD Bank; AA-/Stable/A-1+) is a
significant shareholder in TD AMERITRADE, S&P do not look to TD
Bank to support the rating on TD AMERITRADE.

The positive outlook considers the variation of operating
performance during the stock market cycle.  To the extent that TD
AMERITRADE improves its risk management, sustainably enhances its
market position, successfully introduces new products that broaden
and deepen its penetration of the mass-affluent market, and
reduces its debt burden, there could be upward momentum of the
rating.  An increase in leverage or weakening of performance could
negatively affect the rating.


TRANS ENERGY: Sept. 30 Balance Sheet Upside-Down by $49,704
-----------------------------------------------------------
Trans Energy Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $10,994,376 in total assets and $11,044,080 in total
liabilities, resulting in a $49,704 total stockholders' deficit.

The company reported a net loss of $678,501 on revenues of
$416,837 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $1,742,810 on revenues of $337,079 in the same
period last year.

The 24% increase in revenues was primarily due to acquisitions and
increased production.  The company focused its efforts during the
third quarter of 2007 on a work over program on its wells located
in Wetzel and Marion Counties, West Virginia and the
implementation of its drilling program.

Production costs increased 165% to $253,073 in the three months
ended Sept. 30, 2007, as compared to the same period for 2006,
primarily due to expenses associated with the workover program.

Interest expense increased 318% to $306,610 in the three months
ended Sept. 30, 2007, as compared to the same period for 2006,
primarily due to increased borrowings.

Loss from operations for the third quarter of 2007 was $402,222
compared to a loss from operations of $1,681,268 for the third
quarter of 2006.  This decrease is primarily due to a decrease in
selling, general and administrative expenses.  This decrease in
selling, general and administrative expenses is related to the
value of shares issued for signing bonuses to its officers and
directors during the third quarter of 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2664

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 23, 2007,
Malone & Bailey PC, in Houston, expressed substantial doubt about
Trans Energy Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
significant losses from operations, accumulated deficit of
$33,026,735, and working capital deficit of $2,610,953 at
Dec. 31, 2006.

                        About Trans Energy

St. Marys, W. Va., Trans Energy Inc. (OTC BB: TENG.OB) --
http://www.transenergyinc/-- is an independent exploration and
production company focused on exploring, developing and producing
oil and natural gas in the Appalachian Basin.


TRC HOLDINGS: Asks Court to Fix Feb. 4 as Admin. Claims Bar Date
----------------------------------------------------------------
TRC Holdings Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Wisconsin to give
administrative claim holders until Feb. 4, 2008, to file their
proofs of claim against the Debtors' estate.

The deadline applies to individuals, partnerships, corporations,
estates, trusts and governmental units holding administrative
claims against the Debtors arising from and after:

   a) April 18, 2006 for claims relating to
      TRC Holdings, Inc.; and

   b) June 19, 2006 for claims relating to Trinity
      Holdings, Inc. and Trinity Resource Corporation.

TRC Holdings, Inc., is a staffing agency that provides skilled and
semi-skilled temporary staff to small and mid-market employees
primarily in the areas of industrial, administrative, technical,
construction, light industrial and health care.  The Debtor
currently employs approximately 930 temporary and 50 full-time
workers.

The Debtor filed for chapter 11 protection on April 18,
2006 (Bankr. E.D. Wis. Case No. 06-21855).  Daryl L. Diesing,
Esq., Patrick B. Howell, Esq., and Daniel J. McGarry, Esq., at
Whyte Hirschboeck Dudek S.C. represent the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated
assets between $1 million to $10 million and debts between
$10 million to $50 million.


UNIFI INC: Ongoing Uncertainty Cues Moody's to Lower Ratings
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Unifi Inc.'s
senior secured notes to Caa2 from Caa1, and lowered the company's
Corporate Family Rating to Caa1 from B3.  Concurrently, Moody's
changed the outlook for the ratings to negative.  The downgrade
reflects ongoing uncertainty with respect to the company's
implementation of its business strategy, which includes
consolidating US synthetic yarn production; shortfalls in Unifi's
financial results relative to Moody's expectations; and Unifi's
weakening liquidity position.  In Moody's opinion, management
turnover during the year added to the increased business risk
which is incorporated in the ratings and outlook.

Moody's believes that the company's liquidity position and
flexibility to execute in a potentially slower economic
environment has deteriorated over the last four quarters.  The
downgrade also reflects continuing industry overcapacity, weak
gross margins on the bulk of Unifi's products and ongoing pricing
pressures from imports of final goods.  Moreover, this pressure
appears to persist even at a time when the US dollar has declined
considerably against several major currencies.  The negative
outlook also takes into account delays with respect to the
company's ability to generate cash flows from past, strategically
important, investments in China.

Cost-cutting initiatives and operational improvements, which
included the closure of the company's Kinston, North Carolina
facilities and the consolidation of a portion of the Kinston
production at its Yadkinville, North Carolina, facility provide
support to the ratings.

Developments toward liberalization in the international textile
trade environment could place further negative pressure on the
ratings, especially if they weaken the import duty advantages for
textiles with US content.  Weaker than expected sales, significant
losses or cash generation or further material increases in
adjusted leverage above 7.5 times EBITDA could put further
negative pressure on the company's ratings.  In addition, if the
ratio of free cash flow to debt is anticipated to turn negative,
the rating could be further downgraded.

Stabilization of the outlook is contingent on increased cash flow
generation, resulting for example, from greater pricing power and
increased demand by regional manufacturers for North American
manufactured yarn and fabrics.  More specifically, improvements in
profitability, with sustainable, substantively positive adjusted
EBIT return on assets, along with sustainable free cash flow to
debt ratios comfortably exceeding 5% could lead to a stable
ratings outlook.

Moody's took these rating actions:

  -- Downgraded the $190 million senior secured notes due 2014
     to Caa2 (LGD 4, 64%) from Caa1(LGD 4, 61%);
  -- Downgraded to Caa1 from B3 the Corporate Family Rating;
  -- Downgraded to Caa1 from B3 the Probability of Default
     Rating;

The ratings outlook is negative.

Unifi, Inc., based in Greensboro, North Carolina, is a diversified
producer and processor of multi-filament polyester and nylon
textured yarns and related raw materials.  Key Unifi brands
include, but are not limited to: aio(R) -- all-in-one performance
yarns, Sorbtek(R), A.M.Y.(R), Mynx(R) UV, Reflexx(R), Repreve(R),
MicroVista(R) and Satura(R). Unifi's yarns and brands are readily
found in home furnishings, apparel, legwear and sewing thread, as
well as industrial, automotive, military and medical applications.
Unifi had revenue of $691 million for the twelve months ended
Sept. 23, 2007.


US SHIPPING: Moody's Junks Ratings with Stable Outlook
------------------------------------------------------
Moody's Investors Service lowered its ratings of U.S. Shipping
Partners L.P. debt -- Corporate Family and Probability of Default,
each to Caa1 from B2, senior secured to B3 from B1 and senior
unsecured to Caa3 from Caa1.  The rating outlook is stable.

The ratings were downgraded because Moody's expects further
deterioration in USS' credit metrics as debt increases at USS
Products Investor LLC (the "joint venture" USS created to finance
the tanker order) to fund construction costs. Further, funds from
operations are likely to be further stressed over the near term
because a majority of USS' ITB vessels could trade in the spot
market, which could result in Time Charter Equivalent rates below
recently contracted levels and reduced utilization of the ITB
fleet.

Consequently, Moody's believes USS will increasingly rely on its
revolver to meet debt service obligations and Master Limited
Partnership distributions because of weaker operating profit and
increasing interest costs.  Liquidity is weak, even after
considering the potential retention of about $13 million of cash,
in the event the partnership foregoes paying distributions in 2008
on the subordinated units, as it recently disclosed it could do.
Compliance with covenants of the credit agreement is not assured,
which implies that USS might need to seek additional waivers to
maintain access to the revolver.

Since the end of 2006, EBIT to Interest expense declined to about
0.6 times and Debt to EBITDA remained in the mid-six times range,
which are levels consistent with the Caa1 corporate family and
probability of default ratings.  Moody's expects these metrics are
likely to weaken as debt increases to fund tanker construction
while funds from operations is pressured down.  Funds from
operations are likely to remain pressured until the ATB's and the
first few new tankers deliver and begin contributing earnings.
This assumes that USS' will obtain control of the new tankers, by
either purchasing them from the joint venture upon each delivery
or by in-chartering from either the joint venture or a third-party
acquirer. Purchases would likely be mostly debt-financed which
implies leverage will remain high beyond the intermediate term.
As well, competition within the company's Jones Act petroleum
transportation segment, which the ITB's serve, is likely to
increase because of higher vessel orders than previously
anticipated.  This unexpected increase in the orderbook is likely
to increase competition and could pressure the sector's operating
and financial performance.

The outlook is stable because funding for the fleet expansion is
covered through either pre-funding or a financing commitment in
place at the joint venture, which should limit the ultimate debt
level, and that USS will begin to generate cash flow from new
vessels as each delivers.  While fundamentals in the company's
core petroleum trades are not likely to improve over the near term
for the ITB's to achieve rates that would support free cash flow
to de-lever, USS does operate in the Jones Act trade, which
provides significant barriers to entry over time.  The ratings
could be downgraded if USS lost access to the revolver, if funds
from operations turned negative, if significant cost overruns on
either of the fleet expansion programs were to occur or if USS was
to provide support to the new tanker joint venture.  The ratings
could be upgraded if EBIT to Interest is sustained above 1.0 time
and Debt to EBITDA is sustained near six times.

Downgrades:

Issuer: U.S. Shipping Partners LP

  -- Corporate Family Rating, Downgraded to Caa1 from B2
  -- Probability of Default Rating, Downgraded to Caa1 from B2
  -- Senior Secured Bank Credit Facility, Downgraded to B3, 38-
     LGD-3 from B1, 37 - LGD3
  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Caa3, 89-LGD5 from Caa1, 89-LGD5

U.S. Shipping Partners L.P., based in Edison, New Jersey, is a
leading, U.S. Jones Act qualified, provider of marine
transportation of petroleum and petroleum based products.


VALENCE TECH: Sept. 30 Balance Sheet Upside-Down by $69.5 Million
-----------------------------------------------------------------
Valence Technology Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $19.5 million in total assets, $8.6 million in
redeemable convertible preferred stock, and $80.4 million in
total liabilities, resulting in a $69.5 million total
stockholders' equity.

The company reported a net loss of $4.8 million on total revenues
of $5.6 million for the second quarter ended Sept. 30, 2007,
compared with a net loss of $4.7 million on total revenues of
$6.4 million in the comparable period ended Sept. 30, 2006.

Battery and system sales decreased to $5.4 million in the second
quarter of fiscal 2008 from $6.2 million in the second quarter of
fiscal 2007.  The quarter to quarter decrease was due to a
decrease in N-Charge(R) sales.

Total operating expenses were $4.1 million and $4.2 million for
the three months ended Sept. 30, 2007, and 2006, respectively.

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?2659

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 21, 2007,
PMB Helin Donovan LLP, in Austin, Tex., expressed substantial
doubt about Valence Technology, Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended March 31, 2007.  The auditing firm
pointed to the company's recurring losses from operations,
negative cash flows from operations and net stockholders' capital
deficit.

At Sept. 30, 2007, the company's principal sources of liquidity
were cash and cash equivalents of $2.5 million.  The company
expects that its sources of liquidity will not be sufficient for
the remaining fiscal year.

                     About Valence Technology

Headquartered in Austin, Texas, Valence Technology Inc.
(Nasdaq: VLNC) -- http://www.valence.com/-- develops and markets
Lithium Phosphate Rechargeable Batteries.  The company has
facilities in Austin, Texas; Las Vegas, Nevada; Mallusk, Northern
Ireland and Suzhou, China.


VALLEY HEALTH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Valley Health System
        1117 East Devonshire Avenue
        Hemet, CA 92543

Bankruptcy Case No.: 07-18293

Type of Business: The Debtor owns and operates three acute
                  hospitals and a nursing facility, namely 340-bed
                  facility Hemet Valley Medical Center, 84-bed
                  facility Menifee Valley Medical Center, 95-bed
                  facility Moreno Valley Community Hospital, and
                  113-bed skilled nursing facility Hemet Valley
                  HealthCare Center.  See
                  http://www.valleyhealthsystem.com/

Chapter 9 Petition Date: December 13, 2007

Court: Central District Of California (Riverside)

Debtor's Counsel: H. Alexander Fisch, Esq.
                  Stutman, Treister, & Glatt, P.C.
                  1901 Avenue of the Stars, 12th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 228-5600
                  Fax: (310) 228-5788

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Hemet Community Medical        Trade Debt            $2,700,000
Group
Attention: Mike Foutz
41885 East Florida Avenue
Hemet, CA 92544

Sodexho Marriott Services      Trade Debt            $725,000
Attention: Calvin Johnson
2670 North Main Street 250
Santa Ana, CA 92705

Blue Shield of California      Trade Debt            $574,915
Attention: Jan Carerra
301 CentreLake Drive,
Suite 400
Ontario, CA 91761

First Financial Corp. Services Trade Debt            $225,000

Cardinal Health, Inc.          Trade Debt            $225,200

Comforce Technical Services,   Trade Debt            $125,000
Inc.

Beta Healthcare Group          Trade Debt            $115,000

Blood Bank of San Bernardo     Trade Debt            $102,829
Riverside Counties

Medical Dictation, Inc.        Trade Debt            $86,856

Depuy Orthopaedics, Inc.       Trade Debt            $75,938

Tristar Risk Management        Trade Debt            $75,000

Alcon Laboratories             Trade Debt            $62,821

Aesculap                       Trade Debt            $62,668

Freedom Imaging                Trade Debt            $50,707

Health Care Systems            Trade Debt            $44,395

Mallinckrodt, Inc. 2% Dis      Trade Debt            $43,516

Air Liquide America Corp.      Trade Debt            $39,301

A/C Orthopedic Alliance,       Trade Debt            $38,020
L.L.C.

American Medical Systems       Trade Debt            $37,649

Alliance Imaging, Inc.         Trade Debt            $33,480


VERTICAL ABS: S&P Junks Ratings on Seven Note Classes
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on all nine
outstanding classes of notes issued by Vertical ABS CDO 2007-I
Ltd.  Four of the ratings are on CreditWatch negative
following the downgrades, indicating a high likelihood of further
downgrades for these classes.

On Dec. 10, 2007, Standard & Poor's received a notice stating that
the controlling class of Vertical ABS CDO 2007-I Ltd. was
directing the trustee to proceed with the liquidation of the
collateral supporting the notes.  This notice followed a previous
notice declaring an event of default as of Oct. 17, 2007, under
section 5.1(h) of the indenture.  The EOD occurred after the
senior adjusted credit ratio fell below 100%.

The rating actions reflect Standard & Poor's opinion regarding the
impact of a potential liquidation of the collateral at the current
depressed market prices.  The controlling class' election to
liquidate the collateral at this time may result in losses for all
classes of notes.  Therefore, the rating actions are more severe
than would be justified based solely on the credit deterioration
of the underlying collateral.

The rating actions also reflect S&P's  opinion that there is a
high likelihood for substantial losses to the noteholders based on
the current market value of the collateral and our view that
market prices may not recover during the liquidation period.

Through Dec. 10, 2007, Standard & Poor's had received EOD notices
on 39 U.S. CDO of ABS and CDO of CDO transactions originated in
2006 and 2007, including Vertical ABS CDO 2007-I Ltd.  These
transactions contain overcollateralization ratio EOD triggers with
haircuts that are tied to the ratings on the assets that make up
the transactions' collateral pools.  In addition to Vertical ABS
CDO 2007-I Ltd., S&P have received notices of liquidation for two
other of the 39 transactions: Carina CDO Ltd. and Adams Square
Funding I Ltd.  S&P have not received notices of liquidation for
the remaining transactions.

Vertical ABS CDO 2007-I Ltd. is a hybrid CDO of ABS transaction.
Vertical Capital LLC is the investment manager.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions as appropriate given the performance
of the underlying collateral, the credit enhancement afforded by
each CDO structure, and the then-current priority of payments
specified in each transaction's legal documentation.  For cash
flow and hybrid CDO transactions that have experienced EODs due to
the failure of an overcollateralization-based EOD trigger, S&P
will base any subsequent rating actions on its analysis of the
cash flow impact of any post-EOD actions taken by the controlling
noteholders for the transaction.


               Downgrades and Creditwatch Actions

                 Vertical ABS CDO 2007-I Ltd.

                                    Rating
                                    ------
           Class           To                   From
           -----           --                   ----
           X               BB/Watch Neg         AAA
           A-1S            BB/Watch Neg         AAA
           AIJ             CCC-/Watch Neg       AA-/Watch Neg
           A2              CCC-/Watch Neg       BBB/Watch Neg
           A3              CC                   BB-/Watch Neg
           B1              CC                   B-/Watch Neg
           B2              CC                   CCC+/Watch Neg
           C               CC                   CCC/Watch Neg
           I               CC                   CCC/Watch Neg


VESCOR DEVELOPMENT: Court Approves Pachulski Stang as Co-Counsel
----------------------------------------------------------------
Vescor Development LLC and its debtor-affiliates' Chapter 11 cases
obtained authority from the U.S. Bankruptcy Court for the District
of Nevada to retain Pachulski Stang Ziehl & Jones LLP as its co-
counsel.

As reported in the Troubled Company Reporter on Nov. 13, 2007,
the firm will represent the Debtor as co-counsel with Fennemore
Craig P.C.  The firm will be taking the lead in negotiations
and restructuring work that it has been working on prior to the
bankruptcy, and with respect to formulation and drafting of a plan
of reorganization and will also be taking the lead in responding
to the motion of the United States Trustee for appointment of a
chapter 11 Trustee.  On the other hand, Laurel Davis, Esq., at
Fennemore Craig, will be taking lead on administration of the
cases and appearances at hearings on day to day matters, including
filing of the Debtors statements and schedules and postpetition
financing, with input assistance from PSZJ on specific matters.

Specifically, the firm is expected to:

   a. advise and represent Debtors concerning the rights and
      remedies od the estate in regard to the assets of the
      estate, and with respect to the secured, priority and
      general claims of creditors;

   b. advise and represent the Debtors in connection with
      financial and business matters, including the sale of any
      assets;

   c. advise and represent the Debtors in connection with
      investigation of potential causes fo action against
      persons or entities, including, but not limited to,
      avoidance actions, and the litigation thereof if
      warranted;

   d. represent the Debtors in any proceeding or hearing in the
      Bankruptcy Court, and in any action in other courts where
      the rights of the estates may be litigated or affected;

   e. conduct examinations of witnesses, claimants, or adverse
      parties and preparing and assisting in the preparation of
      reports, accounts, applications and orders;

   f. advise and representat the Debtors in the negotiation,
      formulation, and drafting of any plan of reorganization
      and disclosure statement;

   g. advise and represent the Debtors in the performance of
      their duties and exercise of their posers under the
      Bankruptcy Code, the Bankruptcy Rules, the Local
      Bankruptcy Rules and the Region 17 United States Trustee
      Guidelines; and

   h. provide to the Debtors such other necessary advice and
      services as the Debtors may require in connection with
      these Chapter 11 Cases.

The Debtors will pay the firm its customary hourly rates in effect
from time to time and to reimburse the Firm for its expenses
according to its customary reimbursement policies.  The attorneys
and paralegal will be paid in these hourly rates:

      Professionals                 Hourly Rate
      -------------                 -----------
      Richard M. Pachulski, Esq.       $795
      Dean A. Ziehl, Esq.              $750
      Stanley E. Goldich, Esq.         $575
      Nina L. Hong, Esq.               $450
      Patricia J. Jeffries             $200

The firm can be reached at:

    Pachulski Stang Zeihl & Jones LLP
    10100 Santa Monica Boulevard, 11th Floor
    Los Angeles, California 90067-4100
    Tel: (310) 277-6910
    http://www.pszjlaw.com/

The firm and its partners, of counsel, and associates are
"disinterested persons" as that term is defined in sections
101(14) of the Bankruptcy Code.

                    About Vescor Development

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered their
reorganization plan and disclosure statement in January 2007,
which proposed to pay general unsecured creditors in full.  The
Court confirmed that plan on March 20, 2007, with a condition to
retain a qualified chief restructuring officer.


VESCOR DEVELOPMENT: Section 341(a) Meeting Moved to January 30
--------------------------------------------------------------
The U.S. Trustee for Region 17 will continue the meeting of
creditors in the bankruptcy cases of Vescor Development LLC and
its debtor-affiliates at 1:00 p.m., on Jan. 30, 2007, at Foley
Building, Room 1500.

This is a continuation of the previous meeting scheduled last
Dec. 12, 2007.

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

                    About Vescor Development

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered their
reorganization plan and disclosure statement in January 2007,
which proposed to pay general unsecured creditors in full.  The
Court confirmed that plan on March 20, 2007, with a condition to
retain a qualified chief restructuring officer.


WASHINGTON MUTUAL: Realized Losses Cue Moody's to Hold Ratings
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings on thirty-four
classes of securities issued through the Washington Mutual Master
Note Trust, the Washington Mutual Master Trust and related owner
trusts.

The affirmation follows Washington Mutual's Dec. 10, 2007
statement in which it announced, among other things, the expected
realization of increased credit losses associated with its
mortgage operations.  As a result, Moody's downgraded the long-
term senior ratings of Washington Mutual, Inc. from to Baa2 from
A3 and the ratings of its subsidiaries, including the lead thrift
Washington Mutual Bank, financial strength rating to C- from C+
and long-term deposits to Baa1 from A2.  Moody's placed a stable
rating outlook on all Washington Mutual entities.

Washington Mutual Bank is the seller/servicer for the credit card
trusts.  The creditworthiness of the revolving securitization
programs is linked to the credit strength of the seller/servicer.
This evaluation of the seller/servicer's credit strength is an
important consideration in Moody's credit opinion of the program's
outstanding asset-backed securities.  It is Moody's opinion that
higher-rated seller/servicers are more likely to maintain the
ongoing servicing and origination requirements of such a program.

In Moody's view, the two-notch downgrade of Washington Mutual Bank
is primarily reflective of WaMu's underperforming mortgage
business.  The retail bank franchise and credit card operations
remain key credit strengths.  These credit strengths support the
ratings affirmations on the securitized credit card transactions.

The collateral performance of the securitized WaMu credit card
portfolio has been within Moody's expectations.  Nevertheless, for
both WaMu and the broader credit card market, Moody's expects
collateral performance will likely deteriorate throughout 2008 as
delinquency and charge-off rates continue to rise.

Downward rating pressure on WaMu's credit card securities could be
caused by either a further weakening of Washington Mutual Bank's
credit strength, or credit card collateral deterioration in excess
of Moody's expectations.

The ratings on these securities were affirmed:

Issuer: Washington Mutual Master Note Trust

  -- $643,600,000 Floating Rate Class 2005-A1 Asset Backed
     Notes, rated Aaa
  -- $775,000,000 Floating Rate Class 2005-A2 Asset Backed
     Notes, rated Aaa
  -- $87,800,000 Floating Rate Class 2005-B1 Asset Backed
     Notes, rated A2
  -- $150,000,000 Fixed Rate Class 2005-B2 Asset Backed Notes,
     rated A2
  -- $93,100,000 Floating Rate Class 2005-C1 Asset Backed
     Notes, rated Baa2
  -- $150,000,000 Floating Rate Class 2005-C2 Asset Backed
     Notes, rated Baa2
  -- $85,100,000 Floating Rate Class 2005-D1 Asset Backed
     Notes, rated Ba2
  -- $90,400,000 Floating Rate Class 2005-M1 Asset Backed
     Notes, rated Aa2
  -- $125,000,000 Floating Rate Class 2005-M2 Asset Backed
     Notes, rated Aa2
  -- $900,000,000 Floating Rate Class 2006-A1 Asset Backed
     Notes, rated Aaa
  -- $750,000,000 Floating Rate Class 2006-A2 Asset Backed
     Notes, rated Aaa
  -- $1,250,000,000 Floating Rate Class 2006-A3 Asset Backed
     Notes, rated Aaa
  -- $500,000,000 Floating Rate Class 2006-A4 Asset Backed
     Notes, rated Aaa
  -- $200,000,000 Fixed Rate Class 2006-B1 Asset Backed Notes,
     rated A2
  -- $200,000,000 Floating Rate Class 2006-C1 Asset Backed
     Notes, rated Baa2
  -- $150,000,000 Floating Rate Class 2006-C2 Asset Backed
     Notes, rated Baa2
  -- $200,000,000 Floating Rate Class 2006-C3 Asset Backed
     Notes, rated Baa2
  -- $300,000,000 Floating Rate Class 2006-M1 Asset Backed
     Notes, rated Aa2
  -- $1,100,000,000 Floating Rate Class 2007-A1 Asset Backed
     Notes, rated Aaa
  -- $875,000,000 Floating Rate Class 2007-A2 Asset Backed
     Notes, rated Aaa
  -- $425,000,000 Fixed Rate Class 2007-A4 Asset Backed Notes,
     rated Aaa
  -- $200,000,000 Floating Rate Class 2007-A5 Asset Backed
     Notes, rated Aaa
  -- $150,000,000 Fixed Rate Class 2007-B1 Asset Backed Notes,
     rated A2
  -- $125,000,000 Floating Rate Class 2007-C1 Asset Backed
     Notes, rated Baa2
  -- Class 2005-D2 Variable Funding Asset Backed Notes, rated
     Ba3
  -- Class 2007-C2 Variable Funding Asset Backed Notes, rated
     Baa2

Issuer: Washington Mutual Master Trust

  -- $650,000,000 Class A Floating Rate Certificates, Series
     2001-D, rated Aaa
  -- $400,000,000 Class A Floating Rate Certificates, Series
     2001-G, rated Aaa
  -- Class E Certificates, Variable Funding Series 2004-C,
     rated Ba3
  -- Class E Certificates, Variable Funding Series 2004-G,
     rated Ba3
  -- Class A Certificates, Variable Funding Series 2007-A,
     rated Aaa
  -- Class B Certificates, Variable Funding Series 2007-A,
     rated Aa2
  -- Class C Certificates, Variable Funding Series 2007-A,
     rated A2
  -- Class D Certificates, Variable Funding Series 2007-A,
     rated Baa2

Washington Mutual, Inc. is headquartered in Seattle, Washington,
and its reported assets at Sept. 30, 2007 were
$330 billion.


WYLE HOLDINGS: S&P Affirms 'B+' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on El Segundo, California-based Wyle Holdings Inc.,
a provider of contracting services to U.S. federal government
agencies.  The outlook is stable.

"At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to the company's $230 million senior secured
financing," said Standard & Poor's credit analyst Clay Ching.  The
first-lien facilities, composed of a $30 million revolving credit
facility and a $200 million term loan B, are rated 'BB', with a
recovery rating of '1', indicating the expectation for very high
(90%-100%) recovery in the event of a payment default.  All
ratings are based on preliminary offering statements and are
subject to review upon final documentation.

Proceeds from the first-lien term loan, totaling $200 million,
will be used to partially finance the acquisition of RS
Information Systems for an approximate value of $200 million.
RSIS is a government-focused information technology services
company.

The ratings on Wyle reflect modest profitability inherent in the
government services business, reliance on budgets of key U.S.
federal government agencies, and high financial leverage.  These
factors are in part offset by strong niche positions, providing
research, development, and engineering services along with program
management and acquisition support solutions to government
agencies, as well as by predictable revenue streams
based on contractual backlogs of business.


* Fitch Says US Drug Retailers Will Remain Strong in 2008
---------------------------------------------------------
Operating fundamentals will remain strong and revenues grow for
U.S. drug retailers in 2008, according to a Fitch Ratings' report,
as large drug store operators seek to capitalize on positive
industry and demographic trends, despite some pricing pressures
and intense industry competition.

Chain drug retailers should continue to benefit from expanding
store bases, the increasing utilization of prescription drugs, and
the addition of incremental health care services.  Fitch also
notes that industry demographic trends remain positive, with more
than 16% of the U.S. population expected to be over the age of 65
by 2020.

Fitch expects further industry consolidation will continue in
2008, despite the completion of several large M&A transactions in
2007.  The large chain operators will seek to boost market share
in key markets through additional M&A activity, independent file
buys, and the weeding out of weaker market chains.

Potential regulatory changes in 2008, including changes to
Medicaid reimbursement rates for generic drugs, could affect drug
store profitability.  Fitch believes that the change in pricing
will likely have a negative effect on chain drug retailers as the
lower reimbursement rate pressures operating results, despite
partial mitigation from increase dispensing fees from states.


* Fitch Says US Utilities Will Have Stable Outlook for 2008
-----------------------------------------------------------
Fitch Ratings' outlook for U.S. utilities is stable for the coming
year, while the business environment anticipated for U.S. non-
utility power generators is generally favorable.  Fitch's outlook
for the U.S. Power and Gas sub-sectors are:

  -- Stable outlook for U.S. investor-owned electric and gas
     utilities, interstate natural gas pipelines, and public
     power entities in 2008
  -- Negative longer-term outlook for investor owned electric
     utilities
  -- Positive outlook for U.S. wholesale power generating
     companies
  -- The one-year outlook for midstream gas processors is
     positive, while the longer term outlook is stable.
  -- The outlook for retail propane distributors is negative in
     both the one-year and longer time frame.

Fitch believes the 2008 credit outlook for the U.S. utilities,
power and gas sector will be relatively unaffected by the U.S.
economic slowdown driven by weakness in housing and financial
markets.  The power and gas sector has retained relatively open
access to credit and capital markets since it is viewed as a
defensive sector, but credit spreads have widened. There is ample
liquidity.

The outlook is influenced by high gas inventory as the heating
season begins.  But in the next several years, demand for gas is
likely to rise as a result of increasing reliance on gas as for
power generation.  Gas price volatility, which has recently been
relatively modest may accelerate once again increasing the risk of
gas price spikes in the intermediate and longer term.

Key drivers of the stable near-term outlook for investor owned
electric utilities are the focus of capital expenditure budgets on
mandated transmission reliability and environmental compliance
projects considered to have reasonable assurance of timely cost
recovery; strong liquidity and continuing access to capital
markets; the prevalence of business strategies focused on core
utility activities and robust natural gas storage levels heading
into the winter heating season.  While the overall 2008 outlook is
stable, there are pockets of higher risk.  Fitch views risks as
elevated in restructured states in which the highest cost of
generation sets power prices, or is scheduled to begin to set
prices following the expiration of rate caps/freezes and states in
which rates have been flat for a number of years.  Legislative
debate over retail electric market structure in Ohio is beginning
to heat up and changes in utility law have recently been or are
contemplated in Michigan, Pennsylvania, Maryland, and Texas.

Fitch's negative one- to five-year term electric IOU sub-sector
view partially stems from Fitch's concerns over electric
utilities' abilities to continue obtaining timely and full
recovery of increasing capital and operating costs following
sequential rounds of rate adjustment filings prior to the peak of
spending on new baseload capacity expected to occur in the next
decade.  The uncertainties over the timing and shape of limits on
greenhouse gases as well as any national renewable portfolio
standard increases credit risk for the electric utility segment.

Fitch's view of the business outlook for the wholesale power
generation group is positive.  Electric power reserve capacity
margins are expected to decline, driven by limited new capacity
additions and continued increases in power demand ranging from 1%
to 2.5% depending on the region.  Over the next five years,
additions to generating capacity are expected to be relatively
limited leading to an expansion of heat rates and spark spreads in
most regions.  Capacity revenues are also likely to be a
significant contributor to generators' cash flow.  Independent
gencos with speculative grade ratings are candidates for
improvements in their credit ratios and ratings; however,
affiliated gencos with investment-grade ratings have above-average
event risk for leveraging transactions, merger, consolidation, or
spinoff.  Given the low current leverage and light covenantal
protection characteristic of the higher-rated affiliated
generating companies, bondholders of these companies are exposed
to changes of corporate or financial strategy.

Given the current robust fractionation spreads for natural gas
processing, Fitch's expectation is that short-term financial
performance for virtually all phases of the midstream sector will
be strong, although cyclical improvements in margins and cash flow
will not necessarily translate into higher credit ratings.  Fitch
anticipates that midstream services will continue to experience
significant new investments and cash flow growth over the near
term, consistent with ongoing new investments by upstream
producers.  While the same holds true for new assets serving
offshore production facilities, Fitch notes that these assets have
higher execution and weather-related risks as well as
substantially higher insurance costs.  Cash flow stability has
increased in recent years as a result of greater reliance on 'fee-
based' contracts.  Beyond 2008, the midstream credit outlook is
stable, reflecting uncertain longer-term commodity prices and the
resulting effect on gathering and processing margins and volumes.

Fitch's view of inter-state pipelines is stable.  Creditors of
interstate natural gas pipelines continue to benefit from the
sector's generally stable cash flows, moderate to low-risk
operations and strong financial performance across the sector.
Interstate pipelines demonstrate only limited sensitivities to
external factors due to the fixed-capacity payment obligation of
shippers under volume-insensitive FERC-regulated rates.   Fitch
believes MLP activity will continue to be robust in the inter-
state pipeline and midstream sectors next year.

The issues facing public power utilities are similar to those
explained above for the investor-owned electric sector. Specific
to the outlook for coops and public power are: the higher rate of
demand growth in some developing regions with resultant higher
capital spending needs; implications of the mortgage crisis upon
municipal tax collections and the possible pressure for transfers
from municipal utilities to the general fund.


* Fitch Says Weak Governance Can Cripple A Company's Viability
--------------------------------------------------------------
Fitch Ratings said that while corporate governance is just one of
many inputs into Fitch's ratings process, if not adequately
implemented and carried out, it can be detrimental to the overall
health of an enterprise.  More specifically, Fitch has found that
while strong governance practices generally will help ensure the
likelihood of timely contractual payment, a fundamental governance
weakness can have crippling consequences for a company's
viability, and may therefore constrain its ratings.

Fitch takes a pragmatic approach to looking at governance, rather
than a 'check-the-box' compliance view.  The agency compares
governance practices globally and in the context of the country
and company in question.

'While exceptionally strong corporate governance, in and of
itself, does not generally benefit a rating, it may warrant other
positive recognition in the credit analysis of the company,' said
Dina Maher of Fitch's Credit Policy Group.  'Credit investors need
to be aware that while sound governance generally serves the
interests of all stakeholders, there can be discrepancies between
the interests of bond and equity holders particularly around
questions of promoting short-term performance over long-term
stability.'

For example, while many equity investors may see stock ownership
by management as a good way of aligning their interests, the
potential to realize short-term gains at the expense of the
medium-term stability of the company means that the argument for
management owning stock is less compelling for creditors.
However, stock options that vest in the medium term give
management incentives that are more in line with creditors'
interests.

The criteria report, 'Evaluating Corporate Governance' emphasizes
the following five overarching categories that speak specifically
to how well an organization has embraced effective controls to
ensure sound policies and procedures:

  -- Board Effectiveness
  -- Board Independence
  -- Management Compensation
  -- Related Party Transactions
  -- Integrity of Accounting and Audit

The report also describes some specific corporate governance
considerations when analyzing majority- or family-controlled
businesses and companies with complex holding structures.


* S&P Lowers Ratings on 28 US Synthetic CDO Tranches
----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 28 U.S.
synthetic CDO tranches and placed its ratings on 70 U.S. synthetic
CDO tranches on CreditWatch with negative implications.  At the
same time, S&P affirmed six tranche ratings and removed five of
them from CreditWatch negative and one from CreditWatch positive.

The downgrades and negative CreditWatch placements reflect
negative rating migration in the respective portfolios and
synthetic rated overcollateralization ratios that had fallen below
100% as of the November month-end run.  The tranches with affirmed
ratings that we removed from CreditWatch negative had SROC ratios
of 100% at the current rating levels.


                          Ratings List

                     Abacus 2005-1 CB1 Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A-1                   AA+             AAA
           A-2                   AA              AA+
           B                     A+              AA-
           C                     BBB+            A-

                      ABACUS 2006-15 Ltd.

                                      Rating
                                      ------
            Class               To               From
            -----               --               ----
            B Series 1          A+               AA
            B Series 2          A+               AA
            D Series 1          BB+              BBB-
            D Series 2          BB+              BBB-

                       ABSpoke 2005-I Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            ABSpoke               BBB+            A-

                       ABSpoke 2005-IB Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            ABSpoke               A               A+

                       ABSpoke 2005-IC Ltd.

                                        Rating
                                        ------
            Class                 To             From
            -----                 --             ----
            Fxd Rate              BBB-           BBB

                      ABSpoke 2005-IC2 Ltd.

                                        Rating
                                        ------
            Class                 To            From
            -----                 --            ----
            ABSpoke               BBB           BBB+

                      ABSpoke 2005-IVA Ltd.

                                         Rating
                                         ------
            Class                 To               From
            -----                 --               ----
            ABSpoke               A+               AA

                        ABSpoke 2005-VA Ltd.

                                        Rating
                                        ------
            Class                 To               From
            -----                 --               ----
            ABSpoke               A+               AA

                      ABSpoke 2005-VIA Ltd.

                                       Rating
                                       ------
            Class                 To            From
            -----                 --            ----
            VFRN                  AA+           AAA

                      ABSpoke 2005-XA Ltd.

                                           Rating
                                           ------
          Class                    To              From
          -----                    --              ----
          VFRN                     AA              AA+

      ABSpoke 2005-XII B Segregated Portfolio of SPGS SPC

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            VFRN                  BBB+            A

                      Arch One Finance Ltd.
                          Series 2005-5

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            ABBA                  AAA/Watch Neg   AAA

                      Arch One Finance Ltd.
                          Series 2006-2

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Tranche               BB+/Watch Neg   BB+

              Calculus HG CDO Trust Series 2006-2

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            VarDisTrUn            BBB-            A

                      Calibre 2004-XI Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Single Tranche        AAAp/Watch Neg  AAAp

                  Corsair (Jersey) No. 4 Ltd.
                           Series 13

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                      Credit Default Swap
      Swap Risk Rating-Protection Buyer, Markov Chain IV C

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
                                  A+srb           AA-srb

                   Dallaglio CDO 2005-4 Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              -----
            B                     A-               A

                        Dunloe 2005-1 Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A                     AA+             AAA

                       Greystone CDO SPC
                         Series 2006-2

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A                     A/Watch Neg     A

                          Herald Ltd.
                           Series 24

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              -----
            24                    AA/Watch Neg    AA

            High Grade Structured Credit 2004-1 Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            E                     BBB+            A

                       Infiniti SPC Ltd.
                    Solar IV Series 2007-4

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            B                     AA/Watch Neg    AA

                          Ixion PLC
                      Series 4,5,6, & 7

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            6                     A-              A

                       Kenmare 2005-1 Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 BBB-            BBB

                 Lorally CDO Ltd. Series 2006-1

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Tranche B             BBB+/Watch Neg  BBB+

                    Magnolia Finance II PLC
                         Series 2006-6E

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Series E              AA-             AA

                     Magnolia Finance II PLC
                         Series 2006-6FE

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Series FE             BBB+            A

                     Magnolia Finance II PLC
                         Series 2006-6FU

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Series FU             BBB+            A

                         Maple 2004-1789

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Tranche D             A-/Watch Neg    A-

                        Mint 2005-1 Ltd.

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            D-1                   A/Watch Neg     A
            D-2                   A/Watch Neg     A
            E                     BBB/Watch Neg   BBB
            2E                    BBB/Watch Neg   BBB

                     Mistletoe ORSO Trust 3

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            5 Cr Link             BBB+/Neg        BBB+

                   Momentum CDO (Europe) Ltd.
                         Series 2007-9

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
                                  AAA/Watch Neg   AAA

                   Morgan Stanley ACES SPC
                        Series 2005-16

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Ser2005-16            A-              A-/Watch Pos

                    Morgan Stanley ACES SPC
                         Series 2005-24

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AAA/Watch Neg   AAA

                    Morgan Stanley ACES SPC
                          Series 2006-3

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            IIA                   BBB/Watch Neg   BBB
            IIB                   BBB/Watch Neg   BBB
            IIC                   BBB/Watch Neg   BBB
            IID                   BBB/Watch Neg   BBB
            IIE                   BBB/Watch Neg   BBB
            IIF                   BBB/Watch Neg   BBB

                     Morgan Stanley ACES SPC
                           Series 2006-4

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            IA                    BBB+/Watch Neg  BBB+

                    Morgan Stanley ACES SPC
                         Series 2006-5

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            IA                    A-/Watch Neg    A-

                    Morgan Stanley ACES SPC
                          Series 2006-7

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              -----
            IIA                   BBB/Watch Neg   BBB

                    Morgan Stanley ACES SPC
                         Series 2006-10

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            II                    A+/Watch Neg    A+

                    Morgan Stanley ACES SPC
                         Series 2006-11

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A                     AA+/Watch Neg   AA+

                    Morgan Stanley ACES SPC
                        Series 2006-13

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            II                    BBB/Watch Neg   BBB

                   Morgan Stanley ACES SPC
                       Series 2006-14

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            II                    A+/Watch Neg    A+

                    Morgan Stanley ACES SPC
                         Series 2006-15

                                       Rating
                                       ------
            Class                To              From
            -----                --              ----
            IIA                  AA/Watch Neg    AA
            IIB                  AA/Watch Neg    AA

                     Morgan Stanley ACES SPC
                          Series 2006-16

                                       Rating
                                       ------
            Class                To              From
            -----                --              ----
            IIA                  A/Watch Neg     A
            III                  BBB-/Watch Neg  BBB-

                    Morgan Stanley ACES SPC
                         Series 2006-18

                                       Rating
                                       ------
            Class                To              From
            -----                --              ----
            Notes                AAA/Watch Neg   AAA

                    Morgan Stanley ACES SPC
                         Series 2006-20

                                       Rating
                                       ------
            Class                To              From
            -----                --              ----
            IA                   AAA/Watch Neg   AAA
            II                   BBB/Watch Neg   BBB

                   Morgan Stanley ACES SPC
                       Series 2006-21

                                        Rating
                                        ------
             Class                To              From
             -----                --              ----
            IA                   AA/Watch Neg    AA
            IIA                  A/Watch Neg     A

                    Morgan Stanley ACES SPC
                         Series 2006-22

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Class II              A-/Watch Neg    A-

                    Morgan Stanley ACES SPC
                        Series 2006-24

                                       Rating
                                       ------
            Class                To              From
            -----                --              ----
            IA                   AAA/Watch Neg   AAA
            II                   BBB/Watch Neg   BBB

                    Morgan Stanley ACES SPC
                        Series 2006-26

                                       Rating
                                       ------
            Class                 To            From
            -----                 --            ----
            IA                    AAA           AAA/Watch Neg

                    Morgan Stanley ACES SPC
                        Series 2006-35

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            I                     AAA/Watch Neg   AAA

                    Morgan Stanley ACES SPC
                         Series 2007-6

                                          Rating
                                          ------
            Class                 To                  From
            -----                 --                  ----
            IIIA                     AA-/Watch Neg    AA-

                     Morgan Stanley ACES SPC
                          Series 2007-13

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              -----
            IA                    AAA/Watch Neg   AAA
            IIA                   AAA/Watch Neg   AAA
            IIB                   AAA/Watch Neg   AAA
            IIIA                  AA/Watch Neg    AA
            IIIB                  AA/Watch Neg    AA
            IV                    BB-/Watch Neg   BB-

                 Morgan Stanley Managed ACES SPC
                          Series 2006-2

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Combo                 AA/Watch Neg    AA

                       PARCS Master Trust
                  Class 2007-3 Calvados Units

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust Unit            AA-/Watch Neg   AA-

                       PARCS Master Trust
                  Class 2007-6 Calvados Units

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust Unit            A-/Watch Neg    A-

                       PARCS Master Trust
                  Class 2007-11 McKinley Units

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Trust Unit            AA/Watch Neg    AA

      Portfolio Credit Default Swap (Ref. No. IRP5783424)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              -----
            Cr Link               BBB-/Watch Neg  BBB-

             REPACS Trust Series 2006-1 Monte Rosa

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A-1                   A/Watch Neg     A
            A-2                   A/Watch Neg     A

                    Rutland Rated Investments
                       Series 2006-2 (28)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A1-L                  AAA/Watch Neg   AAA

                   Rutland Rated Investments
                       Series 2006-3 (29)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A1-L                  AAA/Watch Neg   AAA

                   Rutland Rated Investments
                   Bedford 2006-1 (Series 30)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A1-L                  AA+/Watch Neg   AA+
            A3-L                  A/Watch Neg     A
            A2-F                  AA-/Watch Neg   AA-
            A3-F                  A/Watch Neg     A

                    Rutland Rated Investments
                    Rumson 2006-1 (Series 36)

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A3-L                  AA/Watch Neg    AA

       Series 2006-1 Segregated Portfolio of Stowe CDO SPC

                                        Rating
                                        ------
            Class                 To             From
            -----                 --             ----
            B-1                   BBB+           BBB+/Watch Neg
            B-2                   BBB+           BBB+/Watch Neg

                         Solar V CDO SPC
     For the account of Series 2007-1 Segregated Portfolio

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A                     AA/Watch Neg    AA

                           SPGS SPC
              Series 2006-IIC ABSpoke Portfolio I

                                       Rating
                                       ------
            Class                 To            From
            -----                 --            ----
            Var Notes             BBB           BBB+

                  STRATA Trust Series 2006-15

                                       Rating
                                       ------
            Class                 To              From
            ------                 --             -----
            Notes                 AA              AA/Watch Neg

                 STRATA Trust, Series 2006-16

                                       Rating
                                       ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA              AA/Watch Neg

                  Structured Investments Corp.
                            Series 66

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            A                     BB/Watch Neg    BB

TIERS Georgia Floating Rate Credit Linked Trust Series 2006-1

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Certs                 BB/Watch Neg    BB

TIERS Missouri Floating Rate Credit Linked Trust Series 2007-1

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Certs                 A+/Watch Neg    A+

                         Tribune Ltd.
                          Series 18

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Tranche D1           AA/Watch Neg     AA

                          Tribune Ltd.
                           Series 19

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Tranche D2            A-/Watch Neg    A-

                          Tribune Ltd.
                           Series 51

                                        Rating
                                        ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA/Watch Neg    AA


* BOOK REVIEW: Inside Investment Banking: Second Edition
--------------------------------------------------------
Author:     Ernest Bloch
Publisher:  Beard Books
Softcover:  440 Pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587982684/internetbankrupt

Even though Bloch states that "no last word may ever be written
about the investment banking industry," he nonetheless has written
a definitive book on the subject.

Bloch wrote Inside Investment Banking after discovering that no
textbook on the subject was available when he began teaching a
course on investment banking.  Bloch's book is like a textbook,
though one not meant to be limited to classroom use.  It's a
complete, knowledgeable study of the structure and operations of
the field of investment banking.  With a long career in the field,
including work at the Federal Reserve Bank of New York, Bloch has
the background for writing the book.  He sought the input of many
of his friends and contacts in investment banking for material as
well as for critical guidance to put together a text that would
stand the test of time.

While giving a nod to today's heightened interest in the
innovative securities that receive the most attention in the
popular media, Inside Investment Banking concentrates for the most
part on the unchanging elements of the field.  The book takes a
subject that can appear mystifying to the average person and makes
it understandable by concentrating on its central processes,
institutional forms, and permanent aims.  The author shows how all
aspects of the complex and ever-changing field of investment
banking, including its most misunderstood topic of innovative
securities, leads to a "financial ecology" which benefits business
organizations, individual investors in general, and the economy as
a whole.  "[T]he marketplace for innovative securities becomes,
because of its imitators, a systematic mechanism for spreading
risk and improving efficiency for market makers and investors,"
says Bloch.

For example, Bloch takes the reader through investment banking's
"market making" which continually adapts to changing economic
circumstances to attract the interest of investors.  In doing so,
he covers the technical subject of arbitrage, the role of the
venture capitalist, and the purpose of initial public offerings,
among other matters.  In addition to describing and explaining the
abiding basics of the field, Bloch also takes up issues regarding
policy (for example, full disclosure and government regulation)
that have arisen from the changes in the field and its enhanced
visibility with the public.  In dealing with these issues, which
are to a large degree social issues, and similar topics which
inherently have no final resolution, Bloch deals indirectly with
criticisms the field has come under in recent years.

Bloch cites the familiar refrain "the more things change, the more
they remain the same" and then shows how this applies to
investment banking. With deregulation in the banking industry,
globalization, mergers among leading investment firms, and the
growing number of individuals researching and trading stocks on
their own, there is the appearance of sweeping change in
investment banking.  However, as Inside Investment Banking shows,
underlying these surface changes is the efficiency of the market.

Anyone looking for an authoritative work covering in depth the
fundamentals of the field while reflecting both the interest and
concerns about this central field in the contemporary economy
should look to Bloch's Inside Investment Banking.

After time as an economist with the Federal Reserve Bank of New
York, Ernest Bloch was a Professor of Finance at the Stern School
of Business at New York University.

                             *********

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 ***