TCR_Public/071217.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, December 17, 2007, Vol. 11, No. 298

                             Headlines



360 GLOBAL: Court Confirms 360 Viansa's Ch. 11 Reorganization Plan
AAMES MORTGAGE: Moody's Lowers Ratings on Five Certificates
ACA ABS: Poor Credit Quality Cues Moody's to Lower Ratings
ACXIOM CORP: Moody's Confirms Ba2 Corporate Family Rating
AEGIS ASSET: Moody's Junks Rating on Class B Certificates

AMERICAN HOME: McManus Disposes of 13,000 Shares of AHM Stock
AMERICAN HOME: Former Employees Amend Class Action Complaint
AMERICAN HOME: Inks 2nd Stipulation with ABN on Construction Loans
AMERICAN PACIFIC: Earns $3.6 Mil. in Quarter Ended September 30
ASCENDIA BRANDS: Discloses Default of Lender Covenants

ASSOCIATED ESTATES: Paying $0.17/Share Dividend on February 1
BALLANTYNE RE: Fitch Downgrades Ratings and Removes Neg. Watch
BANC OF AMERICA: Fitch Holds 'BB' Rating on Two Class Certs.
BANC OF AMERICA: Moody's Places Seven Ratings Under Review
BEAR STEARNS: BofA Withdraws Plea to Clarify Injunction Order

BEAR STEARNS: Funds Want More Time to Answer Amici Brief
BEAR STEARNS: Receives Subpoena from New York Attorney General
BIG A DRUG: Section 341(a) Meeting Set for January 7
BKF CAPITAL: Posts $602,000 Net Loss in Third Quarter
BOSTON SCIENTIFIC: Inks $425 Mil. Buyout Deal with Avista Capital

BRANDYWINE REALTY: Board Declares Fourth Quarter 2007 Dividends
BROADWAY GEN: Planned Asset Sale Cues Moody's Positive Outlook
BRODERICK CDO: Moody's Junks Ratings on Four Note Classes
CAL-BAY INTERNATIONAL: Relocates Corp. Headquarters to Nevada
CAMBIUM LEARNING: Moody's Holds B3 Rating and Changes Outlook

CANNERY CASINO: Crown Limited Deal Prompts Moody's Pos. Outlook
CATHOLIC CHURCH: Davenport Must File Plan by January 31
CATHOLIC CHURCH: Davenport to Divide Settlement Amount in 4 Ways
CATHOLIC CHURCH: "Allocation Order" Entered in San Diego's Case
CATHOLIC CHURCH: Portland Wants BMC to Archive Proofs of Claim

CHECK ELECT: Case Summary & 30 Largest Unsecured Creditors
CHRYSLER LLC: To Idle Two Plants in Michigan & Ontario in January
CITIGROUP MORTGAGE: Poor Credit Support Cues S&P to Cut Rating
CLAYMONT STEEL: Selling Assets for $564.8 Million to Evraz Group
CONVERSION SERVICES: Sept. 30 Balance Sheet Upside-Down by $1.7MM

COUNTRYWIDE: Fitch Junks Ratings on 46 Transactions
EIMSKIP HOLDINGS: S&P Holds 'B' Long-Term Corp. Credit Rating
ENRON CORP: Commences Civil Action Against Hewitt Association
ENRON CORP: Three Bankers Plead Guilty to Wire Fraud
EURONET WORLDWIDE: Confirms Tax-Free All-Stock Offer for MoneyGram

EURONET WORLDWIDE: S&P Places 'BB' Rating Under Positive Watch
FAIRPOINT COMMS: Inks Deal with Maine PUC for Access Line Deal
GENERAL MOTORS: Refuses to Pay Bonuses to Retirees, IUE-CWA Says
GSV-2 RESORT: Files List of 20 Largest Unsecured Creditors
GSV-2 RESORT: Submits Schedules of Assets and Liabilities

GSV-2 RESORT: Section 341(a) Meeting Scheduled on December 20
HALCYON STRUCTURED: Moody's Rates $21.7MM Class D Notes at Ba2
HOLOGIC INC: Full Loan Repayment Cues Moody's to Hold Ba3 Rating
INDYMAC RESIDENTIAL: Fitch Holds 'B' Rating on Class 2-B-5 Certs.
INTERSTATE BAKERIES: Disclosure Statement Hearing Set for Jan. 29

INTERSTATE BAKERIES: Inks Second Amendment to Credit Agreement
INVERNESS MEDICAL: Finalizes $36 Million Matritech Acquisition
JOURNAL REGISTER: Inks Amendment to JPMorgan Credit Agreement
JOURNAL REGISTER: S&P Lifts Rating on $825MM Facilities to BB-
KNIGHT INC: To Sell 80% of MidCon Interests to Myria Acquisition

KNIGHT INC: Midcon Sale Cues S&P to Affirm 'BB-' Credit Rating
LARRY OLSON: Case Summary & 20 Largest Unsecured Creditors
LIN TV: Board Completes Review of Strategic Alternatives
LIN TELEVISION: Moody's Holds Debt Ratings with Stable Outlook
MACTARA LTD: Court OKs Scaled-Back Production Pact with Creditors

MARATHON FINANCIAL: Submits Schedules of Assets and Liabilities
MATRITECH INC: Inverness Medical Finalizes $36 Million Buyout
MONEYGRAM INTERNATIONAL: Euronet Confirms Tax-Free All-Stock Offer
MONEYGRAM INTERNATIONAL: Provides Comments on Euronet's Offer
MONITOR OIL: U.S. Trustee Appoints Five-Member Creditors Committee

MORGAN STANLEY: Moody's Slashes Rating on Class M-2 Loan to Ba1
MUZAK HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $400 Mil.
MUZAK HOLDINGS: S&P Affirms Ratings and Removes Positive Watch
NCO GROUP: $325 Million OSI Deal Cues Moody's Ratings Review
NEUMANN HOMES: Trade Creditors Want Official Committee Appointed

NEUMANN HOMES: Court Approves Drinker Biddle as Special Counsel
NEUMANN HOMES: Wants Court's OK to Sell Property for $1.4 Million
NEW YORK UNITED: Court Says Disclosure Statement is Adequate
NEW YORK UNITED: Plan Confirmation Hearing Slated on January 17
NICHOLS BROTHERS: Selects Miles Stover as Financial Advisor

NICHOLS BROTHERS: Wants James Murphy as Estate Appraiser
NICHOLS BROTHERS: Committee Can Retain Lasher Holzapfel as Counsel
NOVASTAR: Fitch Cuts Rating on Class B-4 Certs. to B from BBB-
OPTION ONE: Fitch Downgrades Ratings on Six Certificate Classes
PACIFIC CROSSING: Submits Schedules of Assets and Liabilities

PACIFIC CROSSING: Section 341(a) Meeting Slated for January 9
PACIFIC LUMBER: Fifth Circuit Affirms Bankruptcy Court Ruling
PANTRY INC: Earns $5.6 Million in Quarter Ended September 27
PENN NATIONAL: Wins Sumner County's Endorsement for Casino Project
PENN NATIONAL: 99.3% of Shareholders Vote to Approve Merger Deal

PIKE NURSERY: Section 341(a) Meeting Slated for December 20
QUAKER FABRIC: Asks Court to Extend Exclusivity Period to April 14
QWEST COMMUNICATIONS: Fitch Affirms BB Issuer Default Rating
REGENCY ENERGY: $655 Million CDM Deal Cues Moody's Rating Review
RESIDENTIAL CAPITAL: Extends Early Tender Time to December 19

SAN DIEGO: S&P Lowers Rating on $10 Million Certificates to BB
SIGNAL SECURITIZATION: Fitch Holds 'BB' Rating on Class B Certs.
SINCLAIR BROADCAST: Paying $0.175/Share Dividend on January 15
SMART-TEK SOLUTIONS: Sept. 30 Balance Sheet Upside-Down by $4.2MM
SOFA EXPRESS: Wants Deadline to File Schedules Extended to Jan. 17

SOFA EXPRESS: Section 341(a) Meeting Set for January 11
SONJA WILKES: Voluntary Chapter 11 Case Summary
STANFIELD ARNAGE: Moody's Assigns Ba2 Rating on $20MM Notes
SUNCOAST ROOFERS: U.S. Trustee Forms Seven-Member Creditors Panel
SUNCOAST ROOFERS: Court Approves Stichter Riedel as Counsel

THOMAS HUTCHINSON: Case Summary & 7 Largest Unsecured Creditors
TROPICANA ENTERTAINMENT: New Jersey Denies Renewal of License
TROPICANA ENT: Denied License Renewal Cues S&P to Junk Rating
TROPICANA ENT: In Compliance with Credit Facility as of Dec. 5
US SHIPPING: Moody's Junks Corporate Family Rating

WASHINGTON MUTUAL: Fitch Affirms 'BB-' Ratings on Two Classes
WASTEQUIP INC: Moody's Cuts Corporate Family Rating to B3
WINSTAR COMMS: Chapter 7 Trustee Says Company Controlled by Lucent
WINSTAR COMMS: Chapter 7 Trustee Wants AG Edwards as Stockbroker
WYLE HOLDINGS: Moody's Assigns B2 Corporate Family Rating

YRC WORLDWIDE: Reaches Tentative Pact with Teamsters
YRC WORLDWIDE: Inks New Amendment to Receivables Purchase Pact
YRC WORLDWIDE: Poor Performance Cues S&P to Cut Rating to BB+

* Fitch Says Housing Contraction to Extend to 2008
* Fitch Believes Gaming Issuers Can Manage Credit Profiles

* ABI Study Shows Examiners Found to Drive Up Bankruptcy Costs

* BOND PRICING: For the Week of Dec. 10 - Dec. 14, 2007



                             *********

360 GLOBAL: Court Confirms 360 Viansa's Ch. 11 Reorganization Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada confirmed the
Chapter 11 Plan of Reorganization proposed by 360 Viansa LLC, an
affiliate of 360 Global Wine Co., Bill Rochelle of Bloomberg News
reports.

The Plan is to become effective by Dec. 31, 2007, Bloomberg says,
citing company lawyer Martin Brill, Esq., at Levene Neale Bender
Rankin & Brill.

As reported in the Troubled Company Reporter on Oct. 12, 2007, the
Debtors' Plan proposes to sell 100% of the equity in the
reorganized Debtors to the highest bidder free and clear of all
liens to fund and implement the Plan.

The Debtors told the Court that if Laurus Master Fund Ltd., a
secured creditor of the Debtors, is the successful bidder, Croesus
Corporation's secured claim will remain in place with the
reorganized Debtor.

Additionally, the Debtors said the successful bidder can elect to
assume or reject the agreement with General Electric Capital
Corporation.  If the successful bidder elects to assume the
agreement, it will set aside sufficient funds to pay the cure and
fair market value of the equipment subject to the leases.

                       Treatment of Claims

Under the Plan, Administrative Claims will be paid in full on the
effective date.

At the option of the reorganized Debtors, holders of Priority Tax
Claims, totaling approximately $635,000, will be paid, either:

   a. cash on the effective date; or

   b. deferred cash payments, in equal quarterly installments with
      interest at the federal interest rate, estimated at 6% per
      annum.

Any Class 2 Claims of statutory lien holders filed prior to the
July 16, 2007 non-governmental creditors bar date and Oct. 15,
2007 governmental units bar date will be paid in full on the
effective date.

New Vine Logistics' secured claim will receive payment of $416,500
in cash, in full and complete satisfaction of its claim on the
effective date.

Croesus and Laurus' secured claim will be paid in full from the
proceeds of the sale on the effective date.

Gryphon Master Fund LP's secured claim will also be paid in full
from the balance of the sale proceeds.

Dell Financial Services LP, General Motors Acceptance Corporation,
Key Equipment Finance, and US Bancorp's secured claims will be
paid according to the terms stated in their respective prepetition
agreements with the Debtors, or the release of their collateral in
full, at the option of the successful bidder.

Each holder of Administrative Convenience and General Unsecured
Claims will receive pro rata distribution of a lump sum of
$150,000 on the effective date.

Holders of Equity Interests will not receive any distribution
under the Plan.

                      About 360 Global Wine

Headquartered in Los Angeles, California, 360 Global Wine
Company and 360 Viansi LLC -- http://www.360wines.com/-- are        
small, diversified marketers of wine and alcoholic beverages.  
The company filed for Chapter 11 protection on March 7, 2007
(Bankr. Nev. Case No. 07-50205).  

360 Viansa LLC, an affiliate, filed a separate chapter 11
petition on the same day (Bankr. Nev. Case No. 07-50206).

Brett A. Axelrod, Esq., at Beckley Singleton, Chartered and
Bridget Robb Peck, Esq., at Lewis and Roca LLP represent the
Debtors in their restructuring efforts.  David A. Honig, Esq.,
and Todd J. Dressel, Esq., at Winston & Strawn LLP, represent
the Official Committee of Unsecured Creditors.  Zachary J.
Wadle, Esq., at McDonald Carano Wilson LLP serves as counsel
to the Ad Hoc Committee of Creditors Holding Unsecured Claims.  

In their petition, 360 Global Wine listed total assets of
$43 million and total debts of $39 million while 360 Viansa
listed total assets and debts between $1 million to
$100 million.


AAMES MORTGAGE: Moody's Lowers Ratings on Five Certificates
-----------------------------------------------------------
Moody's Investors Service downgraded 5 certificates issued by
Aames Mortgage Trust 2003-1.  The transaction's current pool
factor is 13.10%.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.

The downgrades on the certificates are driven by the complete
erosion of the OC which left the Cl. B exposed to future losses
and the tranches successively above it in a weaker position.

Complete rating actions are:

Issuer: Aames Mortgage Trust 2003-1

  -- Cl. M-3, Downgraded to Baa2 from A3
  -- Cl. M-4, Downgraded to Ba2 from Baa1
  -- Cl. M-5, Downgraded to B2 from Baa2
  -- Cl. M-6, Downgraded to Ca from B2
  -- Cl. B, Downgraded to C from Caa3


ACA ABS: Poor Credit Quality Cues Moody's to Lower Ratings
----------------------------------------------------------
Moody's Investors Service placed these notes issued by ACA ABS
2003-1, Limited on review for possible downgrade:

Class Description: $15,000,000 Class B Floating Rate Term Notes,
due June 10, 2038

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

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

Class Description: $29,000,000 Class C Floating Rate Deferrable
Interest Term Notes, due June 10, 2038

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $18,000,000 Class D Floating Rate Deferrable
Interest Term Notes, due June 10, 2038

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

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


ACXIOM CORP: Moody's Confirms Ba2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has confirmed Acxiom's Ba2 corporate
family rating and assigned a negative rating outlook, concluding a
review for possible downgrade initiated on May 17, 2007 following
the company's announcement that it had entered into a definitive
agreement to be acquired by Silver Lake and ValueAct Capital for
$3.0 billion.  On Oct. 1, 2007, Acxiom reached a settlement
agreement with Silver Lake and ValueAct Capital to terminate the
previously announced acquisition pursuant to which Acxiom received
$65 million in cash.

The negative outlook reflects the challenges the company will have
to regain organic revenue growth and profitability and the
potential impact from the downturn in the financial services
market, which accounts for approximately 25% of their business.

The Ba2 corporate family rating confirmation reflects the
company's leadership position in the database marketing services
space, solid free cash flow and liquidity position and moderate
financial leverage.  The rating is constrained by its relatively
high client (top 30 clients represented about 50% of fiscal 2007
revenues) and business line concentration, modest size, and market
challenges including consumer privacy and potential regulatory
concerns.

The ratings could be downgraded if the company were to increase
its share repurchase or acquisition activity such that there is a
leveraging event that results in free cash flow to debt of less
than 5%, or if operating margins decline significantly from
historical results.  Given the negative outlook, a rating upgrade
is unlikely at the present time.  The rating outlook could be
stabilized were the company to demonstrate free cash flow to debt
exceeding 15% on a sustained basis.

Ratings confirmed:

  -- Corporate Family Rating - Ba2

  -- Probability of Default Rating - Ba3

  -- $544 million Senior Secured Term Loan due September 2012 -
     Ba2, LGD 3, 30%

  -- $200 million Senior Secured Revolving Credit Facility
     expiring September 2011 - Ba2, LGD 3, 30%

With about $1.4 billion in revenues and $343 million of EBITDA for
the twelve months ended September 2007, Acxiom Corporation,
headquartered in Little Rock, Arkansas, is a customer data
integration and content software and information technology
outsourcing services provider.


AEGIS ASSET: Moody's Junks Rating on Class B Certificates
---------------------------------------------------------
Moody's Investors Service has downgraded three certificates from
Aegis Asset Backed Securities Trust 2003-3.  The transaction is
backed by primarily first-lien, fixed and adjustable-rate subprime
mortgage loans.

The certificates have been downgraded based upon recent and
expected pool losses and the resulting actual and expected erosion
of credit support.  Generally, existing credit enhancement levels
were too low for the previous ratings given the current projected
losses on the underlying pools.  Furthermore, the deal is
realizing tail-end losses with a pool factor of only 10.80%.

Complete rating actions are:

Downgrade

Issuer: Aegis Asset Backed Securities Trust 2003-3

  -- Class M2, downgraded from A2 to Baa3
  -- Class M3, downgraded from A3 to Ba3
  -- Class B, downgraded from Baa2 to Caa1


AMERICAN HOME: McManus Disposes of 13,000 Shares of AHM Stock
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Michael A. McManus, Jr., director of American Home
Mortgage Investment Corp., discloses that disposed of 13,000
shares of the company's common stock on December 4, 2007, priced
at $0.04 per share.  

Following the transaction, Mr. MacManus discloses he is deemed to
beneficially own 28,486 shares of AHM Investment's common stock.

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 21, 2007.  (American Home Bankruptcy
News, Issue No. 19, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Former Employees Amend Class Action Complaint
------------------------------------------------------------
Seven of American Home Mortgage Investment Corp. and its debtor-
affiliates' former employees amend the complaint of the
class action originally asserted by Ahmad Rasheed and Michael S.
Surowiec on behalf of themselves and other similarly situated
former employees.

Kathy S. Koch, Chan Nguyen, Jarrett Perry, Gina Pulliam, Michael
S. Surowiec, Patricia Williams and Kathleen Wielgus contend that
the Debtors failed to pay them, and the other Former Employees,  
their wages, salary, commissions, bonuses, accrued holiday pay
and accrued vacation for 60 calendar days after their
terminations.  They add that the Debtors also failed to make
401(k) contributions and to provide them with health insurance
coverage and other employee benefits under the Employee
Retirement Income Security Act.

James E. Huggett, Esq., at Margolis Edelstein, in Wilmington,
Delaware, says that the Plaintiffs sue under Rules 7023(a) and
(b)(3) of the Federal Rules of Bankruptcy Procedure and Rules
23(a) and (b)(3) of the Federal Rules of Civil Procedure, on
behalf of a class of Former Employees, like themselves, and other
persons, who are affected employees within the meaning of Section
210l(a)(5) of the Labor Code.

Mr. Huggett tells the U.S. Bankruptcy Court for the District of
Delaware that common questions of law and fact are applicable to
all members of the Class, and that the Class is so numerous,
approximately 4,000 persons, that it would be impractical for
each member to render joinders.  He assures the Court that (i)
the Class meets the requirements of Rule 23(a) for class
certification, (ii) no Class member has an interest in
individually
controlling the prosecution of a separate action under the Worker
Adjustment and Retraining Notification Act, and (iii) no
litigation concerning the WARN Act rights of any Class member
has been commenced.

Concentrating all the potential WARN Act litigation of the Class
members in the Court will avoid a multiplicity of suits, will
conserve judicial and the parties' resources, and is the most
efficient means of resolving the WARN Act issues, Mr. Huggett
notes.

Accordingly, the Plaintiffs and the Class members ask the Court
to:

   -- grant an administrative priority claim, pursuant to Section
      503(b)(a)(A) of the Bankruptcy Code, equal to the sum of:

      * unpaid wages;
      * salary
      * commissions
      * bonuses
      * accrued holiday pay
      * accrued vacation pay
      * pension and 401 (k) contributions;
      * other ERISA benefits for 60 days.

   -- alternatively, determine that the first $10,950 of the
      Class members' WARN Act claims is entitled to priority
      status, under Section 507(a)(4) of the Bankruptcy Code, and
      the remainder as a general unsecured claim;

   -- certify that the Plaintiffs and the other Class members
      constitute a single class;

   -- appoint Mr. Huggett, and Margolis Edelstein, as Class
      Counsel;

   -- appoint the Plaintiffs as the Class representatives with
      reasonable compensation; and

   -- allow as administrative priority claim the reasonable
      attorneys' fees, costs and disbursements.

                         Debtors Respond

The Debtors tell the Court they did not make certain payments
under the WARN Act because no violation of the statute occurred.  
They note that they were not an employer or business enterprise
under the WARN Act at the time the alleged violations occurred,
as they were excused from giving notice under the unforeseeable
business circumstances and faltering company exceptions of the
WARN Act.

The Debtors further argue that the Amended Complaint, in whole or
in part, fails to state a claim upon which relief can be granted.  
They insist that the Plaintiffs have failed to mitigate their
damages.

The Debtors say that to the extent that any of the Plaintiffs, or
Class members, are entitled to recover sums, then, the Debtors
are entitled to set-off or recoup against those amounts
previously paid to any of the Plaintiffs, including voluntary or
unconditional payments not required by legal obligation, or
payments made to third parties or trustees on behalf of, or
attributable to, the Plaintiffs.

The Debtors, therefore, ask the Court to dismiss the Amended
Complaint and award them attorney's fees with interest and costs.

                       About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 21, 2007.  (American Home Bankruptcy
News, Issue No. 19, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Inks 2nd Stipulation with ABN on Construction Loans
-----------------------------------------------------------------
American Home Mortgage Acceptance Inc., American Home Mortgage
Corp., American Home Mortgage Investment Corp., American Home
Mortgage Servicing Inc., and ABN AMRO Bank N.V. entered into a
second stipulation regarding postpetition advances and sale of
construction loan portfolio.

The parties' previous sale stipulation provided that (i) if there
were no qualified bidder for certain mortgage loans, which were
subject of a master repurchase agreement between the Parties, or
(ii) if ABN AMRO exercised its right to notify the Debtors not to
accept the successful bid at the auction, then:

   -- ABN AMRO would pay to the Debtors $700,000, which it did on
      November 8, 2007; and

   -- within 20 business days of the bid deadline, or other date
      as agreed to, the Debtors would transfer, convey and turn
      over to ABN AMRO all of their rights in and to the Mortgage
      Loans.

ABN AMRO has previously asked that the applicable 20-day deadline
be extended to provide it additional time to find a substitute
servicer and transferee with respect to the Mortgage Loans.  In
addition, the Debtors have agreed to use commercially reasonable
efforts to keep in place the construction loan servicing group to
service the Mortgage Loans through the remainder of calendar 2007
and the first quarter of calendar 2008, as long as ABN AMRO (i)
continues to make additional mortgagor advances and servicing
payments in accordance with the provisions of the Parties'
postpetition advances stipulation, and (ii) agrees the waiver of
claims provision will be effective.

Among the salient terms of the Second Stipulation are:

   -- The funding requests to ABN AMRO to fund additional
      mortgagor advances with respect to the Mortgage Loans,
      pursuant to the Postpetition Advances Stipulation is
      increased from $32,000,000 to $70,000,000;

   -- ABN AMRO will pay its pro-rata share of the 2008 budget
      amounts, on the same terms as provided in the Postpetition
      Advances Stipulation;

   -- The turnover of the Debtors' rights in the Mortgage Loans
      to ABN AMRO will:

      (a) be conditioned upon ABN AMRO's performance of each of
          the payment obligations contained in the Postpetition
          Advances Stipulation and the Second Stipulation; and

      (b) occur on the first business day that is 15 calendar
          days after ABN AMRO provides written notice to the
          Debtors and their counsel that it has obtained an
          acceptable substitute servicer or transferee, and upon
          the transfer and substitution of servicer, ABN AMRO
          will no longer be obligated to make any further
          servicing payments; and

   -- On the date the Debtors turnover and deliver possession of
      the Mortgage Loans and Servicing Rights to ABN AMRO, it
      will not retain, nor assert, a claim in the Debtors'
      bankruptcy estates, under or with respect to the ABN MRA
      Agreements, the Mortgage Loans, or the Servicing Rights,
      provided that ABN AMRO will retain the right to pursue
      recovery of any of the ABN advances applied or used by any
      of the Debtors in any manner inconsistent with the ABN MRA
      Agreements, the Postpetition Advances Stipulation, the
      Advances Order, or the Second Stipulation.

         Budget for Construction and Renovation Lending

The Debtors submitted a budget for the servicing of the
construction loan portfolio for first quarter of calendar year
2008:

   Projected Expenses           Jan08       Feb08       Mar08
   ------------------           -----       -----       -----
   Inspections                $10,900      $9,400      $5,100
   Appraisals                   2,362       2,126       1,913
   Data Processing              1,500       1,500       1,500
   Overnight & Postage          1,837       1,653       1,488
   Facilities                   4,500       4,500       4,500
   Salaries                   176,301      92,968     261,467
   Benefits                     6,000       6,000       6,000
   Misc                         5,000       5,000       5,000
                              -------     -------     -------
      Total Expenses         $208,400    $123,147    $286,968

      Actual Expenses        $128,822    $122,970

                       About American Home

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

American Home Mortgage and seven affiliates filed for chapter 11
protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP represent the Debtors.  Epiq Bankruptcy Solutions LLC
acts as the Debtors' claims and noticing agent.  The Official
Committee of Unsecured Creditors selected Hahn & Hessen LLP as
its counsel.  As of March 31, 2007, American Home Mortgage's
balance sheet showed total assets of $20,553,935,000, total
liabilities of $19,330,191,000.  The Debtors' exclusive period to
file a plan expires on Dec. 21, 2007.  (American Home Bankruptcy
News, Issue No. 19, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN PACIFIC: Earns $3.6 Mil. in Quarter Ended September 30
---------------------------------------------------------------
American Pacific Corporation reported financial results for its
fiscal year ended Sept. 30, 2007.

For three months ended Sept. 30, 2007, the company reported net
income of $3.6 million compared to a net income of $0.8 million in
the same period of the previous year.

In fiscal year ended Sept. 30, 2007, the company reported a net
income of $4.98 million compared to a net loss of $3.9 million, in
the prior year.

                     Capital and Liquidity

As of Sept. 30, 2007, the company has cash balances of
$21.4 million and no amounts drawn against its $20 million
revolving credit line.  In addition, the company was in compliance
with the various covenants contained in its credit facilities.

Cash flows from operating activities during the fiscal year 2007
improved by $14.6 million compared to the prior fiscal
year.  Operating activities provided cash of $24.1 million for the
fiscal year 2007 compared to $9.5 million for the prior fiscal
year.

During fiscal year 2007, the company spent $8.4 million in cash
for capital expenditures.  This amount of expenditures is lower
than the prior fiscal year period because during the prior fiscal
year the company was actively involved in the construction of the
new simulated moving bed
facility at AFC.

Financing cash flows for the fiscal year 2006 reflect debt issued
in connection with its AFC acquisition.

At Sept. 30, 2007, American Pacific Corporation's balance sheet
showed total assets of $249.4 million, total liabilities of
$173.7 million and total shareholders' equity of $75.7 million.  

                    About American Pacific

Based in Las Vegas, Nevada, American Pacific Corporation (Nasdaq:
APFC) -- http://www.apfc.com/-- is a manufacturer of specialty  
and fine chemicals, as well as propulsion products sold to
defense, aerospace and pharmaceutical end markets.   Products
provide access to, and movement in, space via solid fuel and
propulsion thrusters and represent the key active ingredient in
drug applications such as HIV, epilepsy and cancer.  The company
produces specialty chemicals utilized in various applications such
as fire extinguishing systems, as well as manufacture water
treatment equipment.

                          *     *     *

Moody's Investor Service placed American Pacific Corporation's
long term corporate family and probability of default at 'B1' in
January 2007.  The ratings still to date with a stable outlook.


ASCENDIA BRANDS: Discloses Default of Lender Covenants
------------------------------------------------------
Ascendia Brands, Inc. on Friday said that it notified its senior
lenders that it is in default of certain covenants contained in
its first and second lien credit facilities and is unable to make
certain representations and warranties deemed to be made when
drawings are made under its revolving credit facility.

Under its senior credit facilities, unless a waiver is provided by
the lenders, Ascendia is required to make a prepayment of its
senior debt if and to the extent that, at the end of any month,
the amount of first lien debt then outstanding exceeds three times
its adjusted pro forma trailing twelve month earnings before
interest, taxes, depreciation and amortization.

The company, on Nov. 30, 2007, had disclosed that it was
evaluating certain adjustments to previously issued financial
statements.  Although these adjustments have not yet been
finalized, Ascendia believes that a prepayment in the amount of
approximately $26 million is currently required to be paid to its
senior lenders, based upon the estimated adjusted pro forma TTM
EBITDA as of Oct. 27, 2007.

Ascendia's failure to make such payment constitutes an event of
default under its first and second lien credit facilities and
entitles its senior lenders to accelerate its first and second
lien indebtedness.  In addition, as a result of the company's
inability to make the required prepayments, and as a consequence
of its financial condition generally, certain representations and
warranties that are deemed to be made whenever Ascendia makes
drawings under its revolving credit facility may no longer be true
and correct.  These include representations and warranties that
Ascendia and its subsidiaries, taken as a whole, are solvent and
that there has been no material adverse change in its condition
since August 26, 2006.  The company says that it has notified its
lenders that it cannot make such representations and warranties.

As a result of its failure to make the prepayment and its
inability to make the representations and warranties, Ascendia's
revolving lender is entitled to cease to permit borrowings under
Ascendia's revolving credit facility.

On Dec. 12, 2007, the company received notice from the agent for
the first lien lenders reserving such lenders' rights under the
first lien facility generally, including the right to cease making
advances under the revolving credit facility.  The company relates
that its lenders have not yet exercised, or notified it that they
intend to exercise, any remedies.  However, if the lenders were to
declare the loans to be due and payable, or if Ascendia becomes
unable to draw on its revolving credit facility, it would become
unable to fund continuing operations unless alternative sources of
capital were found.  The company is in negotiations with its
lenders and is actively seeking additional capital in order to
provide the liquidity necessary to fund future operations.

                     About Ascendia Brands





Ascendia Brands, Inc. -- http://www.ascendiabrands.com/-- (AMEX:  
ASB) manufactures, markets and sells nationally and
internationally known branded products in the health and beauty
care categories.  The company's portfolio includes Baby Magic(R),
Binaca(R), Mr. Bubble(R), Calgon(TM), the healing garden(R),
Lander(R), Lander essentials(R), Ogilvie(R), Tek(R), Dorothy
Gray(R) and Tussy(R).  The company, formerly known as Cenuco Inc.,
sells its products through a variety of channels, concentrating
primarily on the mass merchandiser, drug, grocery and dollar store
outlets.  The company is headquartered in Hamilton, New Jersey,
and operates two manufacturing facilities, in Binghamton, New
York, and Toronto, Canada.


ASSOCIATED ESTATES: Paying $0.17/Share Dividend on February 1
-------------------------------------------------------------
Associated Estates Realty Corporation has declared a quarterly
dividend of $0.17 per share on the company's common shares,
payable Feb. 1, 2008, to shareholders of record on Jan. 15, 2008.

Based in Richmond Heights, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real  
estate investment trust and is a member of the Russell 2000 Index.  
The company directly or indirectly owns, manages or is a joint
venture partner in 98 properties containing a total of 19,909
units located in 10 states.

                          *     *     *

Moody's Investor Service placed Associated Estates Realty
Corporation's senior unsecured debt rating at 'B1' in November
2006.  The rating still holds to date with a positive outlook.


BALLANTYNE RE: Fitch Downgrades Ratings and Removes Neg. Watch
--------------------------------------------------------------
Fitch downgrades and removes from Rating Watch Negative these
notes of Ballantyne Re:

  -- $250,000,000 class A-1 floating rate notes to 'BB' from
     'A+';

  -- $10,000,000 class B-1 subordinated notes to 'B' from
     'BB+';

  -- $40,000,000 class B-2 subordinated floating rate notes to
     'B' from 'BB+'.

The rating actions reflect material mark-to-market declines in the
value of subprime residential asset- and mortgage-backed
securities held by Ballantyne in the asset portfolios supporting
its reserves.  As a result, Ballantyne Re has suffered significant
unrealized losses in those portfolios.  These losses have further
resulted in the deferral and accrual of interest on the class B-1
and B-2 notes and a substantial write-down of the accrued interest
and principal of Ballantyne Re's class C notes.

The 'AAA' ratings of Ballantyne Re's class A-2 and A-3 floating-
rate guaranteed notes are not affected because those ratings are
linked to the financial strength of the relevant financial
guarantors.

Ballantyne Re is a special purpose public limited company
incorporated and registered in Ireland.  The company was
established for the limited purpose of entering into a reinsurance
agreement with Scottish Re, and conducting activities related to
the notes' issuance.  Under the reinsurance agreement, Scottish Re
ceded a block of business to Ballantyne Re.  Ballantyne Re issued
the notes to finance excess reserve requirements under Regulation
XXX for the ceded block of business.


BANC OF AMERICA: Fitch Holds 'BB' Rating on Two Class Certs.
------------------------------------------------------------
Fitch Ratings has affirmed the ratings of these Banc of America
Funding Corporation, mortgage pass-through certificates:

Series 2005-A Group 4:

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

Series 2005-D:
  -- Classes A-1, A-2 and A-R affirmed at 'AAA'.

Series 2005-1:

  -- Classes 1-A-1 to 1-A-10, 30-IO and 30-PO affirmed at
     'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB'.

Series 2005-2:

  -- Classes 1-A-1 to 1-A-20, 1-A-R, 1-A-LR, 2-A-1 to 2-A-5,
     30-IO and 30-PO affirmed at 'AAA';
  -- Class B-2 affirmed at 'A'.

Series 2005-3 Group 1:

  -- Classes 1-A-1 to 1-A-25, 1-A-1/2, 1-A-R, 1-A-LR, 30-IO and
     30-PO affirmed at 'AAA'.

The affirmations on the above transactions reflect satisfactory
credit enhancement relationships to future loss expectations and
affect approximately $1.4 billion in outstanding certificates, as
of the November 2007 distribution date.  The trusts are seasoned
from a range of 29 months to 34 months and the pool factors range
from approximately 62% to 78%.  The 90+ delinquencies range from
0% (series 2005-A Group 4) to 0.48% (series 2005-2) of respective
current collateral balances.  The cumulative loss for series 2005-
1 is 0.04% of original collateral balance and the other
transactions have not incurred any losses so far.

BAFC, a special purpose corporation, purchased the mortgage loans
from various entities and deposited the loans into the trusts.  
The above transactions comprise of conventional, fixed-rate and
adjustable-rate mortgage loans extended to 'Prime' and
'Alternative A' borrowers that are secured by first liens on one-
to four-family residential properties.  The loans in the above
transactions are serviced by various entities.


BANC OF AMERICA: Moody's Places Seven Ratings Under Review
----------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade 7 certificates, issued by Banc of America Funding 2004-C
Trust and Banc of America Funding 2005-B Trust.  The collateral
backing each deal placed on review consists primarily of
adjustable-rate alternative A mortgage loans.  The actions are
based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.

Complete rating actions are:

Issuer: Banc of America Funding 2004-C Trust

  -- Cl. 4-M-2, current rating A2, on review for possible
     downgrade;

  -- Cl. 4-B-1, current rating Baa2, on review for possible
     downgrade;

  -- Cl. 4-B-2, current rating Baa3, on review for possible
     downgrade;

Issuer: Banc of America Funding 2005-B Trust

  -- Cl. 3-M-2, current rating A2, on review for possible
     downgrade;

  -- Cl. 3-B-1, current rating Baa2, on review for possible
     downgrade;

  -- Cl. 3-B-2, current rating Baa3, on review for possible
     downgrade;

  -- Cl. 3-B-3, current rating Ba2, on review for possible
     downgrade.


BEAR STEARNS: BofA Withdraws Plea to Clarify Injunction Order
-------------------------------------------------------------
Bank of America N.A. withdrew, without prejudice, its request
for modification of Judge Lifland's August 2007 Injunction Order
to permit it to exercise its voting rights under an indenture
entered with Bear Stearns High-Grade Structured Credit  
Strategies Master Fund, Ltd., and Bear Stearns High-Grade
Structure Credit Strategies Enhanced Fund, Ltd.

BofA and each of the Bear Stearns Funds are parties to various
derivative transactions, including without limitation, interest
rate, total return, credit spread, credit default and credit
index swap transactions.

In October 2007, BofA asked Judge Lifland permission to exercise
its voting rights to consent to and vote in favor of further
amending the Indenture to provide that:

   (1) no payment will be made to any Preference Shareholder
       unless and until the entire indebtedness on all of the
       Enhanced Fund's outstanding Secured Floating Rates Notes
       of various classes and seniority have been paid and
       discharged; and

   (2) all of the Enhanced Fund's discount current and future
       commercial paper notes outstanding, have been paid and
       discharged and no more CP Notes will be issued by the
       Enhanced Fund.

In November, Judge Lifland postponed ruling on BofA's request,
stating that a change in the Indenture would prevent the Bear
Stearns Funds from getting any payment from the collateralized
debt obligations before all of its notes, bonds, and other debt
is repaid in full.

Judge Lifland also said that he didn't want to rule on BofA's
request because the Bear Stearns Funds' Chapter 15 petition is
still pending on appeal.

BofA did not provide details on the Indenture.  During the
November hearing, Judge Lifland said he is "too much in the dark"
to grant relief without further information.  He instructed BofA
to "come back and explain more completely" what it was asking
for.

Jantra Van Roy, Esq., at Zeichner Ellman & Krause, LLP, in New
York, represents BofA.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Funds Want More Time to Answer Amici Brief
--------------------------------------------------------
Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld, LLP, in
New York, has asked the United States District Court for the
Southern District of New York to extend until January 4, 2008,
the time for Foreign Representatives of the Bear Stearns High
Grade Structured Credit Strategies Master Fund, Ltd., and Bear
Stearns High-Grade Structured Credit Strategies Enhanced Leverage
Master Fund, Ltd., to file their reply to the amici curiae brief
filed by Professor Jay Westbrook, Professor Kenneth Klee, and
Daniel Glosband.

The Foreign Representatives' response deadline was originally
scheduled on December 12, 2007.

In a letter addressed to District Judge Sweet, Mr. Hodara said
that FTI Capital Advisors, LLC, has informed the Foreign
Representatives that it intends to file an amicus curiae brief in
opposition of the Appeal.

Mr. Hodara said extension of the reply deadline will permit the
Foreign Representatives to efficiently address the issues raised
by the amici briefs.

In another letter, Lance Gotthoffer, Esq., at Reed Smith, in New
York, told Judge Sweet that his firm will submit a brief, on
behalf of Bear Stearns High-Grade Structured Credit Strategies
(Overseas) Ltd., in support of the Bankruptcy Court's decision
denying the Cayman Islands-based Funds' Chapter 15 petition.  The
Overseas Fund is one of the two "feeder" funds that invested in
the collapsed Cayman Islands funds.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Receives Subpoena from New York Attorney General
--------------------------------------------------------------
New York Attorney General Andrew Cuomo sent subpoenas to Bear
Stearns Cos., Merrill Lynch & Co., and Deutsche Bank AG, seeking
information related to the packaging and selling of debt tied to
"high-risk mortgages," the Wall Street Journal reported.

The investigation is examining how investment banks adequately
reviewed the quality of mortgages before packaging them into
products that were then sold to investors, Reuters says.  The
subpoenas also asked information about how the debt was pooled
into securities, including the investment firms' relationship
with credit-rating firms, Reuters added.

Mr. Cuomo stated in October that he had subpoenaed the investment
banks in relation to his probe into the United States mortgage
loan market, Reuters related.

Bear Stearns Cos. is parent to Bear Stearns High-Grade Structured
Credit Strategies Master Fund, Ltd., and Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund, Ltd.,
who are undergoing winding up proceedings in the Cayman Islands.

The Cayman Island hedge funds invested in collateralized debt
obligations related to U.S. subprime mortgage loans.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BIG A DRUG: Section 341(a) Meeting Set for January 7
----------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Big A Drug Stores Inc.'s chapter 11 cases on January 7, 2008,
at 2:00 p.m.

The creditors meeting will be held at 725 S. Figueroa Street, Room
2610 in Los Angeles, California.

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

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

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


BKF CAPITAL: Posts $602,000 Net Loss in Third Quarter
-----------------------------------------------------
BKF Capital Group Inc. reported a net loss of $602,000 on revenues
of $723,000 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $16.4 million on revenues of 2.2 million in the
same period last year.

The decrease in revenues is attributable to the closing of the
company's business.

The revenues for the three months ended Sept. 30, 2007, are a
result of interest earned on treasury bills and money market funds
and trailer fees from departed portfolio managers.

Total expenses for the third quarter of 2007 were approximately
$1.3 million, compared to operating expenses of $18.6 million in
the same period in 2006.

Operating loss for the third quarter of 2007 was $602,000, as
compared to operating loss of $16.4 million in the same period in
2006.

At Sept. 30, 2007, BKF had cash, cash equivalents and U.S.  
Treasury bills of $24.4 million, compared to $31.1 million at
Dec. 31, 2006.  This decrease in cash and cash equivalents
reflects the loss of operating activities, litigation and other
settlements and the Directors and Officers Liability Insurance
creating the resulting funding shortfall.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$28.1 million in total assets, $7.3 million in total liabilities,
and $20.8 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?2665

                      Going Concern Doubt

Grant Thornton LLP, in New York, expressed substantial doubt about
BKF Capital Group 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 said
that the company experienced a total loss of assets under
management and as a result the company has had a significant
decline in revenues in 2006 and no longer has an operating
business.  In addition, the auditing firm said that the cash
projected to be generated from operations will not be sufficient
to fund operations and that the company will need to use its
existing working capital to fund operations.

                        About BKF Capital

BKF Capital Group Inc. (Other OTC: BKFG.PK) does not have
significant operations.  Previously, the company was engaged in
the provision of investment advisory and asset management services
in the United States.  It intends to merge with, acquire, or
commence a business potentially being funded by a capital raising
event.  BKF Capital Group was founded in 1907 and is based in New
York City.


BOSTON SCIENTIFIC: Inks $425 Mil. Buyout Deal with Avista Capital
-----------------------------------------------------------------
Boston Scientific Corporation and Avista Capital Partners have
signed a definitive agreement under which Avista will acquire from
Boston Scientific its fluid management and venous access
businesses for $425 million in cash.  The transaction is expected
to close in the first quarter of 2008, subject to regulatory
approvals and customary conditions.

Boston Scientific disclosed its intent to sell these businesses as
part of its plan to divest non-strategic assets.

Avista said that upon close of the transaction, the combined fluid
management/venous access business will operate as an independent
company under a new name.  Ron Sparks, an Avista healthcare
industry advisor, will become chairman and chief executive officer
of the new company.  Dave McClellan, president of Boston
Scientific's Oncology business, will become president of the new
company.

The fluid management franchise, formerly North American Medical
Instruments Corporation, produces a range of products used to
manage fluid and measure pressure during angiography and
angioplasty procedures.  The fluid management franchise employs
approximately 750 people in its Glens Falls, New York
manufacturing facility.

The venous access franchise, whose products are also manufactured
in Glens Falls, offers a portfolio of implantable devices designed
to provide access to the blood stream for patients requiring
intravenous antibiotics, nutrition, chemotherapy and blood
sampling.  

The venous access franchise is part of Boston Scientific's
Oncology business, and employs approximately 150 people in
locations around the United States.

The projected revenue for the two businesses in 2007 is
approximately $170 million.

"We now have under agreement the divestitures of all five non-
strategic businesses we had identified for sale," Jim Tobin,
president and chief executive officer of Boston Scientific, said.  
"In addition, our expense and head count reduction initiative is
well under way, and we continue to make progress monetizing our
investment portfolio and restructuring several businesses. These
measures should help us further our overall goals of restoring
profitable growth, increasing shareholder value and continuing to
strengthen Boston Scientific for the future."

In addition to the two sales, Boston Scientific has also disclosed
agreements to sell its cardiac surgery, vascular surgery and
auditory businesses.

"Boston Scientific's fluid management and venous access businesses
maintain strong leadership positions in their respective markets
and are recognized for benefiting interventional cardiologists,
radiologists and oncologists, and their patients," David
Burgstahler, a partner at Avista Capital Partners.  "Furthermore,
given his extensive experience in the medical device field, Ron
Sparks is a great fit to drive growth for the combined business
going forward."

"We are very excited about this transaction," Larry Pickering,
Avista Capital Partners' healthcare industry partner, added. "The
fluid management franchise has exceptional brands and a cutting-
edge manufacturing facility at Glens Falls with unique custom
kitting capabilities.  The venous access business has robust R&D
capabilities, a knowledgeable sales force and a strong new product
introduction track record, which should continue to propel organic
growth."

"I am eager and delighted to work with the existing fluid
management and venous access teams to build on their leading
franchises in oncology, radiology and interventional cardiology to
create a world-class, stand-alone medical device company," Ron
Sparks said.  "We want to recognize the important work these teams
have done in developing these franchises, well as the valuable
role we expect them to play going forward."

"This is an exciting time for fluid management and venous access,
and we are thrilled to be joining the talented Avista team as we
develop a strategy to drive long-term growth and expand our
businesses," Dave McClellan said.

"We greatly appreciate the contributions our Fluid management and
venous access employees have made to Boston Scientific," Mr. Tobin
added.  "We wish them continued success in providing customers and
patients with quality products and innovative therapies."

Fluid management/venous access will be Avista's fifth investment
in the healthcare industry.  In 2007, Avista made healthcare
investments in BioReliance and VWR International and in 2006
Avista disclosed investments in Nycomed and MedServe. While at DLJ
Merchant Banking Partners, the Avista partners were involved in
numerous healthcare transactions including Accellent, Charles
River Laboratories, Focus Diagnostics, KCI, Prometheus Labs and
Warner Chilcott.

                 About Avista Capital Partners

Avista Capital Partners --  http://www.avistacap.com/-- is a  
private equity firm with offices in New York City and Houston,
Texas.  Founded in 2005, Avista manages $2 billion in private
equity capital.  Avista's strategy is to make controlling or
influential minority investments in growth-oriented media,
healthcare and energy companies.  Through its team of seasoned
investment professionals and industry experts, Avista seeks to
partner with management teams to invest in and add value to well-
positioned businesses.

                  About Boston Scientific

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--             
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its ratings on Boston
Scientific Corp., including the 'BB+' corporate credit rating, and
removed them from CreditWatch, where they were placed with
negative implications Aug. 3, 2007.  The rating outlook is
negative.


BRANDYWINE REALTY: Board Declares Fourth Quarter 2007 Dividends
---------------------------------------------------------------
Brandywine Realty Trust's Board of Trustees has declared a cash
dividend for the fourth quarter of 2007 of $0.44 per common share,
payable on Jan. 18, 2008 to holders of record on Jan. 4, 2008.

The Board of Trustees also declared dividends for the fourth
quarter of 2007 of $0.46875 and $0.460938 for the 7.50% Series C
Cumulative Redeemable Preferred Shares and 7.375% Series D
Cumulative Redeemable Preferred Shares, respectively, each payable
on Jan. 15, 2008 to holders of record on Dec. 30, 2007 of the
Series C and Series D Preferred Shares.

Headquartered in Radnor, Pennsylvania, Brandywine Realty Trust
(NYSE: BDN), http://www.brandywinerealty.com/-- is one of the     
full-service, integrated real estate companies in the United
States and is focused primarily on the ownership, management and
development of class A, suburban and urban office buildings in
selected markets aggregating approximately 42 million square feet.

                         *     *     *

Fitch assigned a 'BB+' rating on Brandywine Realty Trust's
Preferred Stock.  The outlook is positive.


BROADWAY GEN: Planned Asset Sale Cues Moody's Positive Outlook
--------------------------------------------------------------
Moody's Investors Service has affirmed the B1 and B3 ratings
assigned to Broadway Gen Funding, LLC's first and second lien
credit facilities respectively.  In addition, Moody's has revised
the outlook on the ratings to positive from stable.  The outlook
revision reflects the announcement of Broadway Gen's plans to sell
three of its five electric generating assets.  Bosque is being
sold to a consortium of Arcapita, a private equity firm, and
Fulcrum, an energy services and investment company, while Zeeland
is being sold to CMS and Sugar Creek to NIPSCO, both regulated
utilities.  As a result, the sales of both Zeeland and Sugar Creek
are dependant upon receipt of approval from state utility
regulators, which Moody's believes is likely.  All of the after-
tax proceeds from the sale of Bosque, expected to equal
approximately $375 million, and 75% of the proceeds of the sales
of Zeeland and Sugar Creek (roughly $310 million and $210 million
respectively) must be used to prepay debt per the terms of the
credit facilities.

While the portfolio's performance in 2007 was well below forecast
levels, with debt service coverage expected to be just 1.0x for
the year, the sales of Bosque and Zeeland alone (both currently
anticipated to occur prior to the end of the first quarter of
2008) are expected to generate sufficient proceeds to fully repay
the first lien term loan (currently outstanding in the amount of
$690 million).  Following those sales, the $250 million second
lien term loan will be the only funded debt still outstanding,
subject to first priority liens in favour of the lenders to the
revolving and letter of credit facilities and hedge counterparties
in satisfaction of mark-to-market collateral posting requirements
under the hedges.  With the sale of Sugar Creek to NIPSCO (not
expected until May), the amount of debt outstanding secured by the
remaining projects -- Apex and West Georgia - could be less than
$30 million depending upon the amount of operating cash flow and
excess equipment sales proceeds that are swept to repay debt prior
to the sale.  Even if Broadway Gen is unable to close on two of
the sales and just one of the assets is sold, whichever that may
be, it will experience a significant improvement in its projected
credit metrics, particularly for its first lien debt.

The portfolio also benefits from several recent hedging
arrangements providing greater certainty to its future cash flows.  
These include a 20-year PPA with the Municipal Electric Authority
of Georgia for one of West Georgia's four units commencing in
2009, a three year energy and capacity sales agreement with CMS
for Zeeland's peaking capacity, and the sale of Sugar Creek's
reliable capacity into PJM's RPM market through the middle of
2010.  This helps to offset the portfolio's poor financial
performance in 2007, with EBITDA expected to be $30 million below
forecast.  The weaker than expected performance was due to an
extended outage at one facility; the impact of poor merchant
market conditions on a second, and an unfavourable hedge at a
third.  However, these are not expected to be recurring problems.

Broadway Gen Funding, LLC is an independent power generation
company headquartered in East Brunswick, New Jersey.  It is owned
by LS Power Equity Partners, a private equity fund managed by the
LS Power Group.


BRODERICK CDO: Moody's Junks Ratings on Four Note Classes
---------------------------------------------------------
Moody's Investors Service has downgraded ratings of seven classes
of notes issued by Broderick CDO III Ltd.  Four of these ratings
were left on review by Moody's for possible further downgrade.  
The notes affected by these rating actions are:

Class Description: $318,750,000 Class A-3 Third Priority Senior
Secured Floating Rate Delayed Draw Notes due 2050

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

Class Description: $56,250,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes due 2050

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $92,000,000 Class A-5 Fifth Priority Senior
Secured Floating Rate Notes due 2050

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $28,000,000 Class B Sixth Priority Senior
Secured Floating Rate Notes due 2050

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $10,000,000 Class C Seventh Priority Senior
Deferrable Secured Floating Rate Notes due 2050

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

Class Description: $10,000,000 Class D Eighth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $4,000,000 Class E Ninth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2050

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Nov. 14, 2007, of an event of default
caused by a failure of the Class A Sequential Pay Ratio to be
satisfied, as required under Section 5.1(i) of the Indenture dated
Feb. 27, 2007.

Broderick CDO III Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS and CDO securities.

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

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings of Class A-
3, A-4, A-5 Notes and the Class B Notes remain on review for
possible downgrade.


CAL-BAY INTERNATIONAL: Relocates Corp. Headquarters to Nevada
-------------------------------------------------------------
Cal-Bay International Inc. has relocated its corporate
headquarters to Henderson, Nevada from Carlsbad, California, John
Wilson, the company's appointed PR director.  The new office
location and contact information are expected to be disclosed very
soon.

Mr. Wilson added that the company would also be disclosing in the
near future the new board of directors simultaneous with the
resignation of the current board.

Cal-Bay has retained new legal council to review all legal aspects
of company holdings and previous attempts to file suit against the
company.

                   About Cal-Bay International

Cal-Bay International Inc. (OTCBB: CBAY) --
http://www.calbayinternational.com/-- is a publicly traded real  
estate development and investment company.  Cal-bay International
Inc. acquires, develops, and manages a diversified portfolio of
real estate properties.

                        Going Concern Doubt

Lawrence Scharfman CPA PC expressed substantial doubt about
Cal-Bay's ability to continue as a going concern after auditing
the company's financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditing firm pointed to the
company's need to secure additional working capital for its
planned activity and to service its debt.


CAMBIUM LEARNING: Moody's Holds B3 Rating and Changes Outlook
-------------------------------------------------------------
Moody's Investors Service has affirmed Cambium Learning, Inc.'s B3
Corporate Family rating, while changing the rating outlook to
negative from stable.  Details of the rating action are:

Ratings Affirmed:

  -- $30 million senior secured first lien revolving credit
     facility, due 2011 -- B2, LGD3, 37%

  -- $128 million senior secured first lien term loan, due 2011
     -- B2, LGD3, 37%

  -- Corporate Family rating -- B3

  -- PDR -- B3

The rating outlook has been changed to negative from stable.

The change in rating outlook to negative from stable reflects a
deterioration in the company's YTD operating performance and a
failure to acheive the financial goals set by management when
ratings were first assigned in March 2007.  The negative rating
outlook also incorporates Moody's concern that continuing soft
performance could lead to liquidity pressure and place the company
at risk of breaching its financial covenants, absent an amendment.

The B3 Corporate Family rating continues to reflect the risks
associated with Cambium's high leverage (calculated at over 8.0
times debt to EBITDA at the end of September 2007, according to
Moody's standard adjustments), its rapid growth (sales have more
than doubled in the past two years), the acquisitiveness of its
management team (six acquisitions since the company's
incorporation in October 2003), and the relatively short track
record of its operations.  In addition, the ratings recognize the
company's vulnerability to spending on pre-K to 12 intervention
solutions products and the competitive pressure faced by its
product offerings.  Ratings are supported by Cambium's modest free
cash flow, the diversification of its product and customer base,
and the meaningful cash equity contribution recently provided by
its new owners.

Headquartered in Natick, Massachusetts, Cambium Learning, Inc. is
a leading provider of intervention solutions designed specifically
for the pre-K-12 at-risk and special education markets.  The
company reported sales of $98 million for the LTM period ended
September 30, 2007.


CANNERY CASINO: Crown Limited Deal Prompts Moody's Pos. Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed Cannery Casino Resorts, LLC's
B2 corporate family rating, and changed the rating outlook to
positive from stable.  The change in rating outlook reflects the
announcement that CCR signed an agreement to be acquired by Baa2
rated Crown Limited for $1,752 million plus acquisition costs.  
Crown operates large gaming facilities in Australia and is listed
on the Australian Stock exchange.  The positive outlook reflects
the probability that CCR's ratings could be raised as a result of
ownership by Crown, as well as Moody's expectation that CCR's two
development projects currently underway will be completed on time
and on budget.  The transaction will not close until all necessary
gaming approvals are received which is expected to take up to one
year.

Cannery Casino Resorts, LLC is a privately held gaming company
owned by an entity managed by Oaktree Capital Management, LLC
(42%) and Millennium Gaming, Inc. (58%).  Through its wholly owned
subsidiary, PA Meadows, LLC, CCR is constructing a temporary
casino in western Pennsylvania, and also owns and operates three
casinos in Las Vegas, Nevada.  CCR is redeveloping its Nevada
Palace casino (to be renamed East Side Cannery) located on the
Boulder Strip in Las Vegas, Nevada.

Crown Limited is an Australian based gaming company which owns the
Crown Casino complex in Melbourne and the Burswood Casino complex
in Perth.  The company also has a number of strategic investments,
including a joint venture constructing casinos in Macau.


CATHOLIC CHURCH: Davenport Must File Plan by January 31
-------------------------------------------------------
The Hon. Lee M. Jackwig of the U.S. Bankruptcy Court for the
Southern District of Iowa has ordered the Diocese of Davenport to
file its plan of reorganization and disclosure statement by
January 31, 2008.  Objections to the Disclosure Statement are due
February 22.

The Court will convene a hearing on March 5, 2008, 1:30 p.m. to
consider approval of the Disclosure Statement.  Judge Jackwig
notes that the hearing is a "no testimony hearing."

Judge Jackwig further noted that if parties intend to rely on
exhibits other than those that might be attached to the
Disclosure Statement at the hearing, the Court advises that at
least one full calendar week before the hearing date, the Parties  
must:

   -- exchange marked exhibits;

   -- submit those exhibits directly to the assigned judge's
      chambers; and

   -- file only their list of exhibits with the Clerk of the
      Court.

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

The Debtor was unable to file a Chapter 11 Plan of Reorganization
when its exclusive plan-filing period expired on Nov. 16, 2007.
(Catholic Church Bankruptcy News, Issue No. 110; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: Davenport to Divide Settlement Amount in 4 Ways
----------------------------------------------------------------
The Diocese of Davenport will utilize a matrix to determine the
allocation of payouts from the $37,000,000 settlement amount for
the victims asserting claims against the Diocese, The Quad-City
Times reports.

The Report says the Settlement Amount will be divided in four
ways:

   (1) for the group of matrix claims;
   (2) for the group of litigated claims;
   (3) for future claimants; and
   (4) for legal and administrative fees.

Counsel for the Diocese, Richard A. Davidson, Esq., at Lane &
Waterman LLP, in Davenport, Iowa, explained that the Matrix will
assign a monetary value to the types and severity of the abuse
suffered by the claimants.  He added that those who choose not to
have their claims paid based on the Matrix can take their claim
to Scott County District Court.

Mr. Davidson said a few of the 156 claims filed against the
Diocese will likely be thrown out because of questionable
credibility, while others will be categorized as "convenience
claims," which will be paid a nominal sum of $10,000 or $15,000,
says The Times.

Mr. Davidson noted that the Diocese's plan of reorganization  
will detail all aspects of payment of the claims and the sources
of payment for the Settlement Amount.

"It's a rather complex plan," Mr. Davidson told The Times.  He
disclosed that the the plan is modeled after the Diocese of
Spokane's plan of reorganization.

Moreover, Mr. Davidson said some Catholic entities within the
Diocese may pay toward the Diocesan portion of the Settlement, as
will insurance companies, which had policies covering the
Churches where abuse occurred.  He disclosed to The Gazette that
Bishop Martin Amos would decide in the coming months, which of
the Diocese's 83 parishes and 23 schools would be asked to give
money for the Settlement.

"And there's probably only a handful," Mr. Davidson said.  He
explained that only few will be asked to contribute because the
other parishes and the schools have no money.  He assured the
claimants that the situation did not affect the Settlement
Amount.

According to Mr. Davidson certain parishes and schools, like
Regina High School, would benefit from the terms of the
Settlement, if approved, because it releases all parishes and
schools from liability for abuse cases that occurred before
October 2006.  However, the Settlement does not apply to
individuals accused of abuse, like retired Sioux City Bishop and
former Regina High principal, Lawrence Soens, The Gazette
reports.

Craig A. Levien, Esq., at Betty, Neuman & McMahon, in Davenport,
Iowa, who represents many of the claimants, said the lawsuits
against Mr. Soens would proceed unless he admits guilt, The
Gazette says.

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

The Debtor was unable to file a Chapter 11 Plan of Reorganization
when its exclusive plan-filing period expired on Nov. 16, 2007.
(Catholic Church Bankruptcy News, Issue No. 110; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


CATHOLIC CHURCH: "Allocation Order" Entered in San Diego's Case
---------------------------------------------------------------
Judge Peter D. Lichtman of the Superior Court of California for
the county of Los Angeles issued an "Allocation Order" on Dec. 7,
2007, dividing among the plaintiffs the $198,125,0000 global
settlement reached on September 6, 2007, with the Roman Catholic
Bishop of San Diego and other Catholic institutions as part of
Bankruptcy mediation.

The Diocese will give the first payments in January 2008, and the
remaining balance in September 2008, The North County Times
reports.

How much any individual victim is to receive has been ordered
sealed because of the sensitive nature of the claims.

In his 12-page order, Judge Lichtman held that the settling
plaintiffs' overriding interests in maintaining the
confidentiality of their identities, individual settlement
awards, and in the materials and documents considered by the
Superior Court during the confidential valuation and allocation
proceedings will be prejudiced if the records are not sealed.

The Superior Court stated that the spreadsheet that contains the
allocation awards is filed under seal, and will not be shared
among the plaintiffs to maintain the confidentiality of the
information.  However, the Superior Court will allow the
administrator of the qualified settlement fund to have access to
the numbers for the sole purpose of permitting the allocation to
(i) be consummated in strict accord with the Court's findings,
and (ii) enable the proper monetary distribution of the
Settlement Amount.

Teri Figueroa of The North County Times says that the sealed
portion of Judge Lichtman's order provides for the division of
$173,000,000 of the Settlement Amount to 126 victims, which
leaves $25,000,000 for the 18 victims, who held out from the
allocation process.

                        Allocation Process

During the allocation process, Judge Lichtman met with counsel
and the Plaintiffs, and reviewed briefs and questionnaires filled
during the litigation of the Clergy II Cases.  The Superior Court
also considered its own factors developed through many years of
experience in settling other clergy cases.  Among the factors
considered were:

   -- nature and type of abuse;

   -- extent of abuse and duration;

   -- consequences of abuse:

      * substance abuse;
      * sexual dysfunction;
      * psychological issues; and
      * employment standing; and

   -- legal factors.

In allocating the amounts, Judge Lichtman pointed out that the
Superior Court had to set up another set of priorities to
accommodate the huge volume of high end abuse victims.  He said
there was "simply not enough money to compensate all of the high
end victims with a high end dollar amount."  The highest dollar
amount awarded to certain cases was $2,100,000.  However, Judge
Lichtman noted that there was no sufficient money to award to all
cases that "so qualified and merited" for high end amounts.

Judge Lichtman also expressed the Court's feeling of helplessness
and ineffectivity in trying to assuage the grief, sorrow and
unbearable weight of pain expressed by the victims.  

"To say that the recounting process was painful would be an
understatement.  The suffering experienced . . . is truly life
altering and psychologically debilitating," he stated.

"The San Diego cases and the task requested represented the most
difficult process that this Court has had to face in 14 years,"
Judge Lichtman said.  "The range, extent and depth of abuse . . .
are unlike any that this Court has previously seen.  It is
because of this factor that this Court's task in determining the
allocation was incredibly difficult."

Paul Livingston, one of the plaintiffs and the San Diego director
of Survivors Network of Those Abused by Priests, said the victims
had different reactions to the Settlement and the announcement of
the allocation of funds, the County Times reports.

"There is a range of emotions," said Mr. Livingston.  "There is a
complete breakdown for some, and others are thankful to have it
behind them."

In a statement responding to Judge Lichtman's order, Rodrigo
Valdivia, the Diocese chancellor, apologized to the victims for
their suffering, reports the Union Tribune.

"The diocese acknowledges again that no amount of money, nor
money alone, can adequately resolve the irreparable consequences
of sexual abuse," Mark Sauer of the Union Tribune quoted Mr.
Valdivia.

"Judge Lichtman has confirmed what those of us who have been
involved in these cases for the past five years as advocates for
those abused by Catholic priests and other religious have been
saying: the abuse and cover up in the San Diego Diocese was the
worst we have seen anywhere in the country," said Irwin Zalkin,
Esq., at Zalkin & Zimmer LLP, in San Diego, California, who
represented many of the plaintiffs.

The Diocese's campaign for donations from lay Catholics to help
pay the Settlement Amount has collected more than $1,000,000,
says the County Times.

                  About the San Diego Diocese

The Roman Catholic Diocese of San Diego in California --
http://www.diocese-sdiego.org/-- employs approximately 3,000      
people in various areas of work.  The Diocese filed for Chapter 11
protection just before commencement of the first of court
proceedings for 140 sexual abuse lawsuits filed against the
Diocese.  Authorities of the San Diego Diocese said they were not
in favor of litigating their cases.

The San Diego Diocese filed for chapter 11 protection on Feb. 27,
2007 (Bankr. S.D. Calif. Case No. 07-00939).  Gerald P. Kennedy,
Esq., at Procopio, Cory, Hargreaves and Savitch LLP, represents
the Diocese.  Attorneys at Pachulski Stang Ziehl & Jones LLP
represent the Official Committee of Unsecured Creditors.  In its
schedules of assets and liabilities, the Diocese listed total
assets of $152,510,888 and total liabilities of $72,754,092.

On March 27, 2007, the Debtor filed its plan and disclosure
statement.  On November 1, The Court dismissed the San Diego's  
bankruptcy proceeding.

(Catholic Church Bankruptcy News, Issue No. 110; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


CATHOLIC CHURCH: Portland Wants BMC to Archive Proofs of Claim
--------------------------------------------------------------
The Archdiocese of Portland in Oregon seeks authority from the
U.S. Bankruptcy Court for the District of Oregon to allow it and
its claims agent, BMC Group, Inc., to archive all proofs of claim
filed in the bankruptcy case on DVD and to destroy all paper
copies.

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, relates that pursuant to the Court's order fixing a bar
date and approving the form for filing Proofs of Claim, and to
maintain the confidentiality of certain tort claimants, Judge
Perris has ordered that all Proofs of Claim be filed with BMC,
rather than with the Court.  The Court further ordered that BMC
will retain all paper copies of the Proofs of Claim until
otherwise instructed by the Court.

Mr. Stilley also relates that the Clerk of the Bankruptcy Court
has advised the Archdiocese to maintain copies of the Proofs of
Claim for 20 years.  To reduce the cost and storage space
necessary to maintain the copies for an extended period of time,
the Archdiocese proposes that all Proofs of Claim be stored on
DVDs and the paper copies destroyed.

The Clerk has authorized these procedures for archiving the
Proofs of Claim:

   -- copies must only be created and stored on high quality
      DVD+Rs, like "Gold" quality, as opposed to "Silver," from
      high quality manufacturers like Hi-Space and Imation;

   -- each copy must be verified to contain a fully complete, and
      accurate, record of all Proofs of Claim;

   -- two copies of each DVD+R must be stored by BMC in a safe
      and secure location;

   -- each DVD+R copy must be stored in a "jewel" type case, on
      edge, and in a cool, dry, dark location;

   -- two additional copies of each DVD+R must be delivered by
      BMC to the Archdiocese and its counsel, who must also
      comply with the procedures in storing their DVD+R copies;

   -- after creation, verification of accuracy, and storage as
      required, the original Proofs of Claim may be shredded; and

   -- all confidentiality and other requirements of previous
      orders regarding the Proofs of Claim will continue to apply
      to the extent that they are not modified by the order
      authorizing DVD storage.

                  About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on Feb. 27, 2007.
On April 17, 2007, the Court confirmed Portland's 3rd Amended
Plan.  On Sept. 28, 2007, the Court entered a final decree closing
Portland's case.

(Catholic Church Bankruptcy News, Issue No. 110; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


CHECK ELECT: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Check Elect, Inc.
        101 Second Street
        San Francisco, CA 94105

Bankruptcy Case No.: 07-21768

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Indivos Corp.                              07-21772
        Pay By Touch Checking Resources, Inc.      07-21773
        Pay By Touch Check Cashing, Inc.           07-21775
        Seven Acquisition Sub, L.L.C.              07-21777
        Pay By Touch Processing, Inc.              07-21778
        Pay By Touch Payment Solutions, L.L.C.     07-21779
        CardSystems Payment Solutions, L.L.C.      07-21780
        Maverick International Services, Inc.      07-21782
        A.T.M.D. Acquisition Corp.                 07-21783

Debtor-affiliates filing separate Chapter 11 petitions in October
31, 2007:

        Entity                                     Case No.
        ------                                     --------
        John Patrick Rogers                        07-20029

Type of Business: The Debtors are engaged in biometric
                  authentication for loyalty and payments.  See
                  http://www.paybytouch.com/

Chapter 11 Petition Date: December 14, 2007

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtors' Counsel: James O. Johnston, Esq.
                  Hennigan, Bennett & Dorman, L.L.P.
                  865 South Figueroa Street, Suite 2900
                  Los Angeles, CA 90017
                  Tel: (213) 694-1200
                  Fax: (213) 694-1234

Check Elect, Inc's Financial Condition:

Estimated Assets: Less than $50,000

Estimated Debts:  $100 Million to $500 Million

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
OZ Master Fund, Ltd.           Unsecured noteholder  $7,400,000
9 West 57th Street, 39th Floor
New York, NY 10019

Accenture, L.L.P.              Consulting services   $7,057,698
161 North Clark Street
Chicago, IL 60601

Denarius Touch, L.L.C.         Unsecured noteholder  $5,365,000
One Maritime Plaza, Suite 1325
San Francisco, CA 94111

Saatchi & Saatchi              Marketing and public  $2,930,398
Lockbox #100511                relations services
Atlanta, GA 30384

Sungard Availability Services  Storage services      $1,590,000
PO Box 91233               
Chicago, IL 60693          

Kristy Sherman and             Unsecured noteholder  $1,307,159
Kevin Colaco
2702 Clayton Road, Suite 200
Concord, CA 94519

XperEx                         Hardware sold to      $1,286,665
384 Oyster Point Boulevard,    Debtor
Suite 9                    
South San Francisco, CA 94080

Cogent                         Hardware sold to      $1,245,796
P.O. Box 30309                 Debtor
Los Angeles, CA 90030

Swing Vote-                    Product placement     $1,100,000
the Movie Productions, L.L.C.  fee
9201 Pan American Freeway,
Northeast
Albuquerque, NM 87113

Arrow Electronics, Inc.        Hardware sold to      $875,323
P.O. Box 60000, File 21174     Debtor and staffing
San Francisco, CA 94160        services

P.K.V. Racing, L.L.C.          Marketing             $750,000
4001 Methanol Lane
Indianapolis, IN 46268

Cooley, Godward, Kronish,      Legal services        $674,666
L.L.C.
101 California Street,
5th Floor
San Francisco, CA 94111          

Norhtec                        Hardware sold to      $569,602
99/24 Software Park Boulevard  Debtor      
11th Floor, Unit A3
Chaengewattana Road
Pakkred, Nonthaburi
Thailand 11120

Plainfield Direct, L.L.C.      Unsecured noteholder  $555,000
55 Railroad Avenue, 3rd Floor
Greenwich, CT 06830

Highbridge International,      Unsecured noteholder  $555,000
L.L.C.
9 West 57th Street,
27th Floor
New York, NY 10019

I.B.M. eBusiness               Technical services    $536,256
P.O. Box 12195  
Research Triangle Park,
NC 27709

Mayer Brown, L.L.P.            Legal services        $516,304
350 South Grand Avenue,
25th Floor
Los Angeles, CA 90071          

McKinsey & Company, Inc.-U.S.  Consulting services   $509,000
P.O. Box 7247-7255
Philadelphia, PA 19170         

Resource and Design, Inc.      Furnishings sold to   $454,811
272 Main Street                Debtor
San Francisco, CA 94105

J.P. Morgan Ventures Corp.     Back rent             $442,650
P.O. Box 714982
Columbus, OH 43271

Larry Anastasi                 Cash                  $435,713
(Capture Acquisition)          payment for
806 Joshua Court               acquisition
Moorestown, NJ 08057           of Capture
                               Resource, Inc.

Gail Grassi                    Cash                  $434,286
(Capture Acquisition)          payment for
806 Joshua Court               acquisition
Moorestown, NJ 08057           of Capture
                               Resource, Inc.

Gary Smith                     Cash                  $434,286
(Capture Acquisition)          payment for
806 Joshua Court               acquisition
Moorestown, NJ 08057           of Capture
                               Resource, Inc.

Lynn, Tillotson, & Pinker,     Legal services        $421,528
L.L.P.
750 North St. Paul Street,
Suite 1400
Dallas, TX 75201

Porter Novelli                 Public relations      $377,210
1838 Solutions Center          services
Chicago, IL 60677

Sagem Morpho, Inc.             Hardware sold to      $342,927
1145 Broadway Plaza,           Debtor
Suite 200
Tacoma, WA 98402
                               
Infonox                        Technical services    $311,094
980 Hamlin Court
Sunnyvale, CA 94089

Bingham McCutchen              Legal services        $292,113
Three Embarcadero Center
San Francisco, CA 94111

eTouch Systems Corp.           Technical             $258,200
6627 Dumbarton Circle          services
Fremont, CA 94555

U.P.E.K., Inc.                 Hardware sold to      $251,359
2200 Powell Street, Suite 300  Debtor
Emeryville, CA 94608


CHRYSLER LLC: To Idle Two Plants in Michigan & Ontario in January
-----------------------------------------------------------------
Chrysler LLC disclosed its intentions of tentatively closing two
more plants in Detroit, Michigan and Windsor, Ontario, for two
weeks beginning Jan. 14, 2007, to avoid an oversupply of Jeep
Commanders, Grand Cherokees and Dodge & Chrysler minivans, the
Associated Press reports citing an unnamed source.

As reported in the Troubled Company Reporter on Dec. 7, 2007,
Chrysler planned to temporarily cease car production in its
plants in Warren, Michigan and Fenton, Missouri, before Christmas,
postponing its opening until the whole month of January.  The move
is due to due to the company's expected $1 billion loss, slow
pickup sales and prevention of an oversupply.  The company will
also shutter a truck plant in Mexico for two weeks in January.

As previously reported, Chrysler dealers delivered 161,088 new
vehicles to U.S. customers in November 2007, down 2% compared with
a year ago.

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  The
outlook is negative.


CITIGROUP MORTGAGE: Poor Credit Support Cues S&P to Cut Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M-4 asset-backed pass-through certificates from Citigroup Mortgage
Loan Trust Inc.'s series 2003-HE3 to 'B' from 'BBB+'.

Concurrently, S&P affirmed its ratings on the remaining four
classes from this transaction and the ratings on an additional 10
classes from series 2003-HE2 and 2004-HE1.
     
The lowered rating reflects the deterioration of available credit
support for this transaction.  The failure of excess interest to
cover monthly losses has resulted in an overcollateralization
deficiency.  As of the Nov. 25, 2007, distribution date, the O/C
deficiency totaled approximately $675,000, which is 29% below its
O/C target.  During the previous six remittance periods, monthly
losses have exceeded excess interest by approximately 2.0x.  As of
the November 2007 distribution period, this transaction was 46
months seasoned and had realized $9.3 million in cumulative
losses.  Total delinquencies and severe delinquencies (90-plus
days, foreclosures, and REOs) were 13.53% and 6.73% of the current
pool balance, respectively.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the current ratings.  
As of the November 2007 remittance report, credit support for
these classes ranged from 7.12% (series 2003-HE3) to 46.57%
(series 2003-HE2) of the current pool balances.  In
comparison, current credit enhancement ranged from 1.40x (series
2003-HE3) to 1.95x (series 2003-HE2) of the original enhancements.  
As of November 2007, total delinquencies for these transactions
ranged from 13.53% (series 2003-HE3) to 19.93% (series 2004-HE1)
of the current pool balances, with severe delinquencies ranging
from 6.73% (series 2003-HE3) to 11.94% (series 2004-HE1) of the
current pool balances.  Cumulative realized losses ranged from
0.44% (series 2003-HE2) to 2.01% (series 2003-HE3) of the original
pool balances.

A combination of subordination, excess interest, and O/C provide
credit enhancement for these transactions.  The collateral
supporting these series consists of subprime pools of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.

                        Rating Lowered

               Citigroup Mortgage Loan Trust Inc.
     Asset-backed pass-through certificates series 2003-HE3

                                     Rating
                                     ------
                Class          To             From
                -----          --             ----
                M-4            B              BBB+

                       Ratings Affirmed
   
               Citigroup Mortgage Loan Trust Inc.
             Asset-backed pass-through certificates

              Series     Class              Rating
              ------     -----              ------
              2003-HE3   A                  AAA
              2003-HE3   M-1                AA-
              2003-HE3   M-2                A
              2003-HE3   M-3                A-
              2003-HE2   M-1                AAA
              2003-HE2   M-2                AA+
              2003-HE2   M-3                AA
              2003-HE2   M-4                A+
              2003-HE2   M-5                A
              2003-HE2   M-6                BBB+
              2003-HE2   M-7                BB+
              2004-HE1   A, M-1, M-2        AAA


CLAYMONT STEEL: Selling Assets for $564.8 Million to Evraz Group
----------------------------------------------------------------
Evraz Group S.A. and Titan Acquisition Sub, Inc., a wholly owned
unit of Evraz, have entered into a definitive agreement with
Claymont Steel Holdings Inc.  Under the agreement, 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 $17.00 in December 2006, and a premium of 6.8%
to the closing price of Claymont Steel's stock on Friday, Dec. 7,
2007, of $22.00.

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."

                          About Evraz

Headquartered in Luxembourg, Evraz Group S.A. (LSE:EVR) --
http://www.evraz.com/-- manufactures and distributes steel and
related products.  In addition, the Company owns and operates
certain mining assets.  Its steel production and mining
facilities are mainly located in the Russian Federation.  It
operates three steel mills in Russia, one mill in the Sverdlovsk
region and two mills in the Kemerovo region.

                      About Claymont Steel

Headquartered in Claymont, Delaware, Claymont Steel Inc. --
http://www.claymontsteel.com/-- fka CitiSteel USA Inc., mills  
carbon steel plate.  It services all major plate markets including
service centers, bridge fabricators, railcar manufacturers, heavy
construction machinery and material handling equipment, mining
equipment, storage tanks, pressure vessel, and shipbuilding.  It
produces somewhere near 400,000 tons per year.  The company sells
its products to clients in Canada and the US.  Previously a
subsidiary of CITIC Group, Claymont Steel (as CitiSteel USA) was
acquired by H.I.G. Capital, a private equity and venture capital
investment firm in 2005.  H.I.G. formed Claymont Steel Holdings in
2006 with the intent to take the company public.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Moody's Investors Service placed Claymont Steel Inc.'s ratings
under review for possible upgrade following the announcement that
Evraz Group S.A. (Evraz, Ba2 corporate family rating), through its
wholly owned subsidiary Titan Acquisition Sub, Inc., has entered
into a definitive agreement under which Evraz will acquire
Claymont Steel for $23.50 per share, for an aggregate purchase
price of approximately $565 million, including debt.

If Claymont's debt is retired as a result of the transaction, its
ratings will be withdrawn.

These ratings were placed under review for possible upgrade: B2
corporate family rating, B2 probability of default rating, and B3
rating of the company's $105 million of 8.875% senior unsecured
notes due 2015.

Standard & Poor's Ratings Services placed all of its ratings,
including its 'B' corporate credit rating, on Claymont Steel Inc.
on CreditWatch with positive implications.


CONVERSION SERVICES: Sept. 30 Balance Sheet Upside-Down by $1.7MM
-----------------------------------------------------------------
Conversion Services International Inc.'s consolidated balance
sheet at Sept. 30, 2007, showed $11.9 million in total assets,  
$9.6 million in total liabilities, $633,333 in Series A
convertible preferred stock, and $1.7 million in total
stockholders' equity.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $3.7 million in total current
assets available to pay $7.4 million in total current liabilities.

The company reported a net loss of $793,046 for the third quarter
ended Sept. 30, 2007, compared with third quarter 2006's net loss
of $1.9 million.

Revenues of $5.5 million for the quarter compared to revenues of
$6.1 million for the three months ended Sept. 30, 2006.  Cost of
revenue was $4.0 million, or 73.3% of revenue for the three months
ended Sept. 30, 2007, as compared to $4.9 million, or 81.1% of
revenue for the three months ended Sept. 30, 2006.

Operating expenses in third quarter 2007 decreased to $2.0 million
compared with operating expenses of $3.17 million in third quarter
2006.  The operating loss shrank to $595,083 in third quarter 2007
from $2.0 million in the same period prior year - a reduction of
70.6%.

Gain (loss) on financial instruments was $-0- for the three months
ended Sept. 30, 2007, compared to a gain on financial instruments
during the three months ended Sept. 30, 2006, of $760,791.  The
company restructured several debt instruments during the March
2007 quarter which eliminated the company's requirement to account
for the financial instruments.

Interest expense, net was $194,314 for the three months ended
Sept. 30, 2007, as compared to interest expense, net of $604,249
for the three months ended Sept. 30, 2006.

The decrease in interest expense, net for the three months ended
Sept. 30, 2007, is primarily due to a $200,000 reduction in
accretion charges relating to convertible debt instruments and to
reduced interest expense related to the Laurus and Sands debt.  



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?2666

                             Liquidity

The company has experienced continued losses that exceeded
expectations from 2004 through Sept. 30, 2007.  The company has
addressed the resulting liquidity issue by entering into various
debt instruments between August 2004 and June 2007 and, as of
Sept. 30, 2007, had approximately $7.0 million of debt outstanding
in addition to an aggregate of $3.9 million of Series A and Series
B Convertible Preferred Stock which was issued in 2006.
Additionally, the company raised $4.9 million through the sale of
common stock of the company during the nine months ended Sept. 30,
2007.

                        Going Concern Doubt

Friedman LLP, in East Hanover, N. J., expressed substantial doubt
about Conversion Services 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 pointed to the company's recurring
losses, negative cash flows from operations, net working capital
deficiency and its ability to pay its outstanding debt.

                     About Conversion Services

Headquartered in East Hanover, N.J., Conversion Services
International Inc. (AMEX: CVN) -- http://www.csiwhq.com/--   
provides strategic consulting services focused on data  
warehousing, business intelligence and data management solutions.


COUNTRYWIDE: Fitch Junks Ratings on 46 Transactions
---------------------------------------------------
Fitch Ratings has taken rating actions on these Countrywide
transactions:

CWALT 2005-35CB

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

CWALT 2005-52CB

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

CWALT 2005-55CB Group 2

  -- Class 2-A affirmed at 'AAA';
  -- Class 2-M affirmed at 'AA';
  -- Class 2-B-1 affirmed at 'A';
  -- Class 2-B-2 downgraded to 'BBB-' from 'BBB';
  -- Class 2-B-3 downgraded to 'B' from 'BB';
  -- Class 2-B-4 downgraded to 'C/DR4' from 'B'.

CWALT 2005-57CB

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 downgraded to 'BBB-' from 'BBB';
  -- Class B-3 downgraded to 'B' from 'BB';
  -- Class B-4 downgraded to 'C/DR4' from 'B'.

CWALT 2006-2CB

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 downgraded to 'A-' from 'A';
  -- Class B-2 downgraded to 'BB-' from 'BBB';
  -- Class B-3 downgraded to 'C/DR4' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B', removed from Rating
Watch Negative.

CWALT 2006-8T1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 downgraded to 'AA-' from 'AA';
  -- Class B-1 downgraded to 'BBB' from 'A', and placed on
     Rating Watch Negative;
  -- Class B-2 downgraded to 'CC/DR3' from 'BBB';
  -- Class B-3 downgraded to 'C/DR5' from 'BB', removed from
     Rating Watch Negative;
  -- Class B-4 downgraded to 'C/DR5' from 'B', removed from
     Rating Watch Negative.

CWALT 2006-9T1

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 downgraded to 'BBB+' from 'A';
  -- Class B-2 downgraded to 'B' from 'BBB';
  -- Class B-3 downgraded to 'C/DR4' from 'BB', removed from
     Rating Watch Negative;
  -- Class B-4 downgraded to 'C/DR5' from 'B', removed from
     Rating Watch Negative.

CWALT 2006-11CB

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 downgraded to 'BBB+' from 'A';
  -- Class B-2 downgraded to 'B' from 'BBB';
  -- Class B-3 downgraded to 'C/DR4' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B', removed from
     Rating Watch Negative.

CWALT 2006-12CB

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 downgraded to 'BB' from 'BBB';
  -- Class B-3 downgraded to 'CC/DR3' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B', removed from
     Rating Watch Negative.

CWALT 2006-13T1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 downgraded to 'AA-' from 'AA';
  -- Class B-1 downgraded to 'BBB+' from 'A', and placed on
     Rating Watch Negative;
  -- Class B-2 downgraded to 'B' from 'BBB';
  -- Class B-3 downgraded to 'C/DR4' from 'BB', removed from
     Rating Watch Negative;
  -- Class B-4 downgraded to 'C/DR5' from 'B', removed from
     Rating Watch Negative.

CWALT 2006-15CB

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 downgraded to 'BB' from 'BBB';
  -- Class B-3 downgraded to 'CC/DR3' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B', removed from
     Rating Watch Negative.

CWALT 2006-17T1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 downgraded to 'A+' from 'AA';
  -- Class M-3 downgraded to 'A-' from 'A+';
  -- Class M-4 downgraded to 'BBB-' from 'A', and placed on
     Rating Watch Negative;
  -- Class B-1 downgraded to 'C/DR3' from 'BBB';
  -- Class B-2 downgraded to 'C/DR4' from 'BBB-';
  -- Class B-3 downgraded to 'C/DR5' from 'BB', removed from
     Rating Watch Negative;
  -- Class B-4 downgraded to 'C/DR5' from 'B', removed from
     Rating Watch Negative.

CWALT 2006-19CB

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 downgraded to 'BBB-' from 'BBB';
  -- Class B-3 downgraded to 'B' from 'BB';
  -- Class B-4 downgraded to 'C/DR4' from 'B'.

CWALT 2006-20CB

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 downgraded to 'BBB+' from 'A';
  -- Class B-2 downgraded to 'B' from 'BBB';
  -- Class B-3 downgraded to 'C/DR4' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B', removed from
     Rating Watch Negative.

CWALT 2006-21CB

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 downgraded to 'BBB-' from 'BBB';
  -- Class B-3 downgraded to 'B' from 'BB';
  -- Class B-4 downgraded to 'C/DR4' from 'B'.

CWALT 2006-26CB

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'A+';
  -- Class M-4 downgraded to 'A-' from 'A';
  -- Class B-1 downgraded to 'BBB' from 'BBB+';
  -- Class B-2 downgraded to 'BB' from 'BBB';
  -- Class B-3 downgraded to 'CC/DR3' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B'.

CWALT 2006-29T1

  -- Class A affirmed at 'AAA';
  -- Class M-1 downgraded to 'AA' from 'AA+';
  -- Class M-2 downgraded to 'AA-' from 'AA';
  -- Class M-3 downgraded to 'A-' from 'A+';
  -- Class M-4 downgraded to 'BBB-' from 'A';
  -- Class M-5 downgraded to 'BB' from 'A-';
  -- Class B-1 downgraded to 'C/DR3' from 'BBB';
  -- Class B-2 downgraded to 'C/DR3' from 'BBB-';
  -- Class B-3 downgraded to 'C/DR3' from 'BB';
  -- Class B-4 downgraded to 'C/DR3' from 'B', removed from Rating
Watch Negative.

CWALT 2006-31CB

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

CWALT 2006-32CB

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

CWALT 2006-33CB

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 rated 'A', placed on Rating Watch Negative;
  -- Class B-2 downgraded to 'BB+' from 'BBB';
  -- Class B-3 downgraded to 'B' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B'.

CWALT 2006-34

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 downgraded to 'BBB-' from 'BBB';
  -- Class B-3 downgraded to 'B' from 'BB';
  -- Class B-4 downgraded to 'C/DR4' from 'B'.

CWALT 2006-35CB

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

CWALT 2006-39CB

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'A';
  -- Class M-4 downgraded to 'A-' from 'A';
  -- Class M-5 downgraded to 'BBB+' from 'A-';
  -- Class M-6 downgraded to 'BBB-' from 'BBB';
  -- Class M-7 downgraded to 'BB' from 'BBB';
  -- Class B-1 downgraded to 'BB-' from 'BBB-';
  -- Class B-2 downgraded to 'B' from 'BB+';
  -- Class B-3 downgraded to 'C/DR4' from 'BB'.

CWALT 2006-41CB Group 1

  -- Class 1-A affirmed at 'AAA';
  -- Class 1-M affirmed at 'AA';
  -- Class 1-B-1 affirmed at 'A';
  -- Class 1-B-2 downgraded to 'BBB-' from 'BBB';
  -- Class 1-B-3 downgraded to 'B' from 'BB';
  -- Class 1-B-4 downgraded to 'C/DR4' from 'B'.

CWALT 2006-41CB Group 2

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

CWALT 2006-42

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

CWALT 2006-43CB Groups 1 & 2

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

CWALT 2006-43CB Group 3

  -- Class III-A affirmed at 'AAA';
  -- Class III-M downgraded to 'A+' from 'AA', and placed on
     Rating Watch Negative;
  -- Class III-B-1 downgraded to 'BB' from 'A', and placed on
     Rating Watch Negative;
  -- Class III-B-2 downgraded to 'C/DR4' from 'BBB';
  -- Class III-B-3 downgraded to 'C/DR5' from 'BB', removed
     from Rating Watch Negative;
  -- Class III-B-4 downgraded to 'C/DR5' from 'B', removed from
     Rating Watch Negative.

The collateral of the above transactions primarily consists of 30-
and 15-year fixed-rate mortgage loans extended to Alt-A borrowers
and are secured by first liens, primarily on one- to four-family
residential properties.  As of the October 2007 distribution date,
the above transactions are seasoned from 10 (series 2006-43CB
Group 3) to 27 (series 2005-35CB) months.  The pool factors
(current mortgage loan principal outstanding as a percentage of
the initial pool) range from 74% (series 2005-35CB) to 93% (series
2006-43CB Groups 1&2).  Countrywide Home Loans Servicing, LP
(rated 'RMS2+' by Fitch) is the master servicer on all of the
transactions.

The affirmations, affecting approximately $13.4 billion of
outstanding certificates, reflect a stable relationship between
credit enhancement and future loss expectations.  The downgrades,
affecting approximately $337.7 million in outstanding
certificates, and classes placed on Rating Watch Negative,
affecting approximately $48.8 million of outstanding certificates,
reflect deterioration in the relationship between CE and loss
expectation.


EIMSKIP HOLDINGS: S&P Holds 'B' Long-Term Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on Canada-based Eimskip Holdings Inc.  The
outlook is stable.
     
At the same time, Standard & Poor's assigned its issue and
recovery ratings to EHI's proposed CDN$549.4 million senior
secured financing.  The financing consists of a CDN$383.7 million
first-lien debt (a CDN$50 million senior secured revolving credit
facility and a CDN$333.7 million term loan facility) and a
CDN$165.6 million second-lien term loan, both due 2012.  All
amounts are Canadian-dollar equivalent as the facilities consist
of both U.S.-dollar and Canadian-dollar tranches.  Standard &
Poor's rated the first-lien debt 'BB-', with a recovery rating of
'1', indicating an expectation of very high (90%-100%) recovery in
the event of a payment default.  S&P rated the second-lien term
loan 'B+', with a recovery rating of '2', indicating an
expectation of substantial (70%-90%) recovery in the event of a
payment default.  All ratings are based on preliminary offering
statements and are subject to review upon final documentation.  
Once the revised financing package is implemented and the above
ratings are confirmed upon documentation review, S&P will withdraw
the ratings on the existing financing package.
     
The proceeds from the new term loans and a sale-and-lease-back
transaction on 20 of EHI's warehouse properties will be used to
refinance the existing financing package.  In addition to the term
loans, EHI will issue up to CDN$112.5 million of mezzanine debt
(not rated), with a security interest in all collateral ranking
junior in priority to those of the senior credit facilities.
     
The 'B' corporate credit rating reflects EHI's very high,
post-acquisition debt-to-EBITDA leverage; low coverage ratios; an
intensely competitive public refrigerated warehousing and
logistics business in which EHI and Atlas combined are the global
market leaders; generally short-term customer contracts of about
one to two years in length; a material and increasing dependence
on key global customers; and a low margin transportation business.  
These risks are partially offset by the company's participation in
a global business that is relatively stable with a modest growth
profile, a proven management team with a history of successfully
executing and integrating acquisitions, a diverse customer base by
tenant/business segment/geography (which reduces risk), solid real
estate assets in generally good condition, and a strategy of
integrating storage with transportation.
     
"Despite the lower on-balance-sheet debt level under the new
financing package, EHI's financial risk profile remains highly
leveraged after Standard & Poor's adjustments of the additional
operating lease obligations related to EHI's sale-and-lease-back
transaction," said Standard & Poor's credit analyst Greg Pau.  "We
will continue to assess EHI's financial risk profile on a stand-
alone basis until the company merges with Atlas.  This is because
EHI and its lenders will only have access to Atlas' excess cash
flow under the current arrangement," Greg Pau added.
   
  
The stable outlook reflects S&P's view that despite the heavy debt
burden, the business should generate sufficient cash flow to repay
a material level of debt.  In the medium term, S&P could
potentially upgrade EHI if a cash sweep of free cash flow
accelerates debt repayment.  Alternatively, S&P could lower the
ratings if operating conditions in the next couple of years become
more challenging than expected (possibly from significant loss of
customers, resulting from poor operating performance, price
competition, or a material increase in the supply of competitive
PRW facilities), thereby pressuring EHI's liquidity position.


ENRON CORP: Commences Civil Action Against Hewitt Association
--------------------------------------------------------------
Enron Corp. Savings Plan and its administrative committee has
commenced a civil action against Hewitt Associates, LLC, for
alleged erroneous calculations that caused misallocation of
$22,000,000 in Savings Plan assets and property.  The complaint
was filed in the United States District Court for the Southern
District of Texas on November 30, 2007.

Hewitt Associates, LLC, is a human resources firm specializing in
consulting services, including benefits calculations, to benefit
plans.  It had acted as fund administrator for $89,000,000 in
Plan assets that were part of a settlement fund.  The Settlement
Fund intended to compensate Plan participants for pension losses
sustained in Enron's bankruptcy.

Specifically, Hewitt was responsible or accurately calculating
settlement distributions to individual participants.  In return
for its services, it collected $900,000, which would otherwise be
distributed to the Participants.

According to Tynan Buthod, Esq., at Baker Botts LLP in Houston,
Texas, Hewitt had used the wrong number as the starting point for
certain of its calculations, and miscalculated a large percentage
of the distributions.  The Plan had reasonably relied on the
calculations, and as a result, lost $22,000,000, he tells the
District Court.

In July 2007, Hewitt had said before the District Court that it
will accept full responsibility for the misallocations, and
promised to correct the errors in its calculations, at no cost to
the Savings Plan.

Mr. Buthod states that although Hewitt's gross negligence have
jeopardized the retirement assets of thousands of current and
former Enron employees, Hewitt has refused to cover the shortfall
it caused.  He points out that Hewitt (i) had not provided the
accurate, revised calculations, and (ii) admitted that its
current calculations still contain errors.

Mr. Buthod further states that Hewitt has flatly refused to fund
any portion of the shortfall or to make the Participants whole.

Accordingly, the Enron Savings Plan seeks to hold Hewitt
responsible for the losses it caused, and asks the District Court
for a judgment against Hewitt, for actual and punitive damages,
among other reliefs.  The plaintiffs demand a trial by jury on
all issues.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

(Enron Bankruptcy News, Issue No. 200; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ENRON CORP: Three Bankers Plead Guilty to Wire Fraud
----------------------------------------------------
David Bermingham, Gary Mulgrew, and Giles Darby, former bankers
of Greenwich NatWest Ltd., have changed their pleas to guilty to
a wire fraud charge, a violation of 18 U.S.C. Section 1343.

The three British bankers originally pleaded not guilty to seven
counts of wire fraud.  Prosecutors alleged that the bankers
participated with Enron Corp.'s former chief financial officer,
Andrew Fastow, in a scheme that enabled them to collect
$7,300,000.  In January 2004, Mr. Fastow pleaded guilty to two
counts of conspiracy for his role in Enron's financial collapse.
The British bankers were arrested three months later.

The defendants were set to go on trial in January, but each
pleaded guilty to one count of wire fraud in a court hearing
before Judge Ewing Werlein Jr. of the U.S. District Court for the
Southern District of Texas, the Associated Press says.

Dan L. Cogdell, Esq., Mr. Bermingham's lawyer, said in a District
Court filing that the Bankers may face up to five years
imprisonment, and will pay $7,352,626 in restitution to the Royal
Bank of Scotland.  The Bankers have also consented to a
$6,102,626 judgment in the Courts of the United Kingdom, in favor
of RBS.

The British bankers were extradited to the United States in July
2006 to face the charges of deceiving NatWest about the true
value of the bank's stake in an Enron off-books partnership, says
Laurel Brubaker Calkins of Bloomberg News.

According to Ms. Calkins, the bankers were each charged with
seven counts of wire fraud, and faced up to 35 years in prison if
convicted on all counts.

A key factor in the bankers' decision to plead guilty is the U.S.
government's commitment to support their request to serve most of
their prison time in the United Kingdom, Ms. Calkins quotes Mr.
Cogdell as saying.

Mr. Fastow is serving a six-year sentence in a federal prison in
Louisiana, while each of the bankers has been free on $1,000,000
bonds that required them to live in the U.S. pending trial, AP
says.

In an order for pre-sentence investigation and disclosure and
sentencing dates, signed at Houston on November 28, 2007, Judge
Werlein ruled that an initial pre-sentence report must be
disclosed to counsel by January 14, 2008.  The probation officer
must submit the final pre-sentence report with an addendum
addressing contested issues on February 11.  Sentencing is set
for February 22 at 10:00 a.m.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

(Enron Bankruptcy News, Issue No. 200; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EURONET WORLDWIDE: Confirms Tax-Free All-Stock Offer for MoneyGram
------------------------------------------------------------------
Euronet Worldwide Inc., on Dec. 13, 2007, confirmed it delivered a
letter to the Board of Directors of MoneyGram International, Inc.
on December 4 in which Euronet offered to acquire MoneyGram in a
tax-free, all-stock transaction based on a fixed exchange ratio of
0.6179 Euronet common shares for each share of MoneyGram.

Based on the closing price of Euronet shares on December 4, the
offer is valued at approximately $1.65 billion, or $20.00 per
MoneyGram share, a premium of approximately 43% to the closing
price of MoneyGram shares that day.

Euronet's said that in the letter, it provided compelling
rationale for the proposed transaction, which Euronet expects
would deliver substantial immediate and long-term value for the
shareholders of both companies.  Specifically, Euronet believes
that the proposed transaction would:
   
    * Create a powerful new global player in the money transfer
      business well positioned to capture share in a highly
      fragmented market;
   
    * Expand the geographic reach of both companies and unlock
      compelling opportunities by combining Euronet's and
      MoneyGram's complementary distribution networks, corridors
      and agent bases;
   
    * Enable the companies to further benefit from the rapid
      growth of the money transfer market in key emerging
      countries, such as China and India; and

    * Generate double-digit accretion and deliver significant
      synergies.

                 About MoneyGram International

MoneyGram International, Inc. -- http://www.moneygram.com/--  
(NYSE: MGI) is a global payment services company.  The company's
major products and services include global money transfers, money
orders and payment processing solutions for financial institutions
and retail customers.  MoneyGram reported $1.16 billion in revenue
in 2006 and approximately 138,000 global money transfer agent
locations in 170 countries and territories.

                     About Euronet Worlwide

Euronet Worldwide Inc. -- http://www.euronetworldwide.com/--  
(Nasdaq: EEFT) is in the business of processing secure electronic
financial transactions.  The company offers payment and
transaction processing solutions to financial institutions, mobile
operators and retailers which include comprehensive ATM and POS
operation and management services; credit and debit card
outsourcing services; card issuing and merchant acquiring
services; software solutions; consumer money transfer and bill
payment services; and electronic distribution of top-up services
for prepaid mobile airtime and other prepaid products.  Euronet
operates and processes transactions from 39 countries.

Euronet's global payment network includes over 10,500 ATMs and
approximately 48,000 POS terminals which are under management in
16 countries; a growing portfolio of outsourced debit and credit
card services and card software solutions; a prepaid processing
network of 370,000 point-of-sale terminals across 189,000 retailer
locations in 12 countries; and a consumer-to-consumer money
transfer network of over 11,000 sending locations in 13 countries
and more than 56,000 payout locations in approximately 100
countries.  With corporate headquarters in Leawood, Kansas, USA,
and 35 worldwide offices, Euronet serves clients in approximately
130 countries.


EURONET WORLDWIDE: S&P Places 'BB' Rating Under Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' long-term
counterparty credit rating on Euronet Worldwide on CreditWatch
Positive.  At the same time, S&P placed its 'BBB' long-term
counterparty rating of MoneyGram International on CreditWatch
Negative.
     
On Dec. 13, 2007, Euronet Worldwide confirmed that it had offered
to acquire Moneygram in a tax-free, all-stock transaction.  "The
offer implies that if the deal is completed, Euronet will pay a
premium for Moneygram shares.  Because Euronet already has
negative tangible equity, the merged company may have to support a
$5.3 billion securities portfolio with significant negative
tangible equity, and this will be of some concern," said Standard
& Poor's credit analyst Jeffrey Zaun.
     
S&P will review the strategic and financial implications of the
acquisition to determine what adjustments need to be made to align
the ratings on Euronet and Moneygram.  The CreditWatch for both
Euronet and Moneygram will be updated within 60 days.


FAIRPOINT COMMS: Inks Deal with Maine PUC for Access Line Deal
--------------------------------------------------------------
FairPoint Communications Inc. and Verizon Communications Inc. have
reached an agreement with the staff of the Maine Public Utility
Commission and the Maine Office of Public Advocate.  The two
companies have asked the Maine PUC to approve the acquisition of
Verizon's access lines and related business in Maine, New
Hampshire and Vermont.

The agreement submitted to the commission resolves concerns raised
among the parties as Maine has considered approving the proposed
Verizon-FairPoint transaction.

"This is an important step forward," Edward Dinan, Verizon
president for Maine, said.  "We have provided service to customers
in Maine for many years, and we are committed to providing a sound
communications network as we transition to FairPoint.  This
settlement resolves concerns that were raised, and assures that
the new business starts on a sound footing."

Under the terms of the agreement, FairPoint agrees to reduce its
stock dividend by 35% and will make minimum debt repayments
annually of $35 million.

Verizon will make a contribution of $235.5 million to the working
capital of the new company prior to the closing. This will enable
FairPoint to incur less debt and to facilitate investment in
infrastructure and improved service.

The agreement provides a fair value to Verizon for its wireline
properties in the three northern New England states.  At the same
time, it addresses financial concerns raised in regulatory
proceedings in Maine and New Hampshire.

Mr. Dinan noted that the proposed settlement will benefit
Verizon's shareholders, who will own approximately 60% of the
merged FairPoint company, because they will now own shares of a
company in a stronger initial financial position.

Mr. Dinan added that the proposed Maine settlement would be
instrumental in reaching approval from the regulatory commissions
in New Hampshire and Vermont.

"We look forward to sharing this agreement with regulators in New
Hampshire and Vermont in the hopes that they will agree that
concerns raised in those two states are largely accommodated in
the terms of the Maine settlement," he said. "Of course, each
state must make its own decision to agree with us that this
transaction is appropriate and good for consumers in each state."

No dates have been set for the decision by the three states or the
Federal Communications Commission.

The two companies disclosed last January definitive agreements
that will result in Verizon establishing a separate entity for its
local exchange and related business assets in Maine, New Hampshire
and Vermont, and then spinning off that new entity to Verizon's
stockholders and merging it with and into FairPoint.

"The many parties that took part in the discussions to reach this
agreement did so in a professional manner with one purpose in mind
-- to provide the best communications services for Maine residents
and businesses," Mr. Dinan said.

                About Verizon Communications Inc.

Headquartered in New York City, Verizon Communications Inc. (NYSE:
VZ) - http://www.verizon.com/-- delivers broadband and other  
wireline and wireless communication innovations to mass market,
business, government and wholesale customers.  Verizon Wireless
operates America's reliable wireless network, serving 63.7 million
customers.  Verizon's Wireline operations include Verizon
Business, which delivers innovative and seamless business
solutions to customers around the world, and Verizon Telecom,
which brings customers the benefits of converged communications,
information and entertainment services over the fiber-optic
network.  A Dow 30 company, Verizon has a diverse workforce of
nearly 238,000.

               About FairPoint Communications

Based in Charlotte, North Carolina, FairPoint Communications Inc.
(NYSE: FRP) -- http://www.fairpoint.com/-- provides     
communications services to rural and small urban communities
across the country.  Today, FairPoint owns and operates 30 local
exchange companies located in 18 states offering an array of
services, including local and long distance voice, data, Internet
and broadband offerings.

                          *     *     *

FairPoint Communications Inc. carries to date Moody's Investor
Services' "B1" probability of default and long term corporate
family ratings, which were placed in January 2005 with a stable
outlook.


GENERAL MOTORS: Refuses to Pay Bonuses to Retirees, IUE-CWA Says
----------------------------------------------------------------
The International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers-Communications Workers of America
disclosed in their Website that General Motors Corp. is playing
Scrooge in a big way this holiday season, at least in the eyes of
their 25,000 GM/Delphi Corp. IUE-CWA retirees, by refusing to
provide their "Christmas Bonus."  The bonus actually is a lump sum
payment provided in December and is used by many IUE-CWA retirees
to buy Christmas and holiday gifts for their families.

IUE-CWA has been negotiating with GM since early October for a new
contract covering 2,500 workers at the Moraine, Ohio, SUV assembly
plant. GM has told IUE-CWA that it will not pay the lump sum
payment to retirees until an agreement has been reached.

IUE-CWA President Jim Clark said GM's decision was shameful,
especially coming in the weeks just before Christmas.  "I am very
disappointed in GM's decision to withhold the Christmas lump sum
payment to thousands of retirees.  These retired workers, who live
on a fixed income, count every dollar, especially in today's
economy with gasoline, oil and food prices skyrocketing.  To
deprive them of the ability to purchase Christmas and holiday
gifts for their families is unconscionable and GM must answer for
this shameful act.

"Unfortunately, our retirees won't be receiving their regular
bonus in time for Christmas this year and we want to be very
clear: The union negotiators are not the Grinch Who Stole
Christmas."

The Moraine workers currently produce the Chevrolet Trailblazer,
Trailblazer SS, Saab 9-7 X, GMC Envoy, Envoy Denali and Isuzu
Ascender.

As a result of the competitive improvements negotiated by IUE-CWA
Local 798 in 2006, GM provided IUE-CWA with a letter of intent to
allocate future product to the Moraine Assembly Plant.  As of
Dec. 14, 2007, no product has been identified by GM.  Despite the
commitment made by GM in 2006, the company's refusal to so far
indicate a new product for the production plant has resulted in
speculation that GM is looking to close the plant.  This is a
major hurdle in current negotiations and must be addressed by GM,
IUE-CWA said.

                           Job Cut Plans

From January through June, GM will be displacing 340 workers at
the Moraine plant, which employs 2,250, due to low market demand,
the Dayton Business Journal reports citing company officials.

The paper disclosed that GM and IUE-CWA denied a report by
automotive magazine Wardsauto.com, insisting that the Moraine
plant is shuttering due to shortage in the vehicle production.

Jessica Peck, spokeswoman at the Moraine plant, suggests that
workers are likely to be called back to work, according to the
paper.

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

                         *     *     *

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

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


GSV-2 RESORT: Files List of 20 Largest Unsecured Creditors
----------------------------------------------------------
GSV-2 Resort Developers LLC submitted to the U.S. Bankruptcy Court
for the Central District of California its list of 20 largest
unsecured creditors disclosing:

   Creditor                      Nature of Claim     Amount
   --------                      ---------------   ----------
   Paul McDonnel                 Property Tax        $946,283
   Riverside County Treasurer
   4080 Lemon St., 4th Fl.
   P.O. Box 12005
   Tel: (951) 955-3900
   Fax: (951) 955-3923

   The Jones Agency              Advertising          $87,571
   P.O. Box 2724
   Palm Springs, CA 92263
   Tel: (760) 325-1437
   Fax: (760) 352-6097

   Eagle Enterprises             Consulting           $36,000
   38073 Chris Drive             Services
   Cathedral City, CA 92263
   Tel: (760) 408-8420
   Fax: (760) 321-0887

   Rutan & Tucker LLP            Legal Services       $19,044
   611 Anton Blvd., Ste. 1400
   P.O. Box 1950
   Costa Mesa, CA 92628
   Tel: (714) 641-5100

   Elizabeth Moule &             Architectural        $17,558
   Stefanos Polyzoides           Services
   c/o Rex Uber
   180 California Blvd.
   Pasadena, CA 91105
   Tel: (626) 844-2400
   Fax: (626) 844-2410

   Vale Consulting               Consulting           $13,047
   4654 Barranca Parkway
   Irvine, CA 92604
   Tel: (949) 451-1900
   Fax: (949) 451-1905

   Alschuler Grossman LLP        Legal Services       $11,618
   The Water Garden
   1620 26th Street, 3rd Fl.
   North Tower
   Santa Monica, CA 90404
   Tel: (310) 907-1000

   Bingham McCutchen LLP         Legal Services       $10,534
   355 South Grand Ave.
   Ste. 4400
   Los Angeles, CA 90071
   Tel: (213) 680-6400
   Fax: (213) 680-6499

   Wayne Nordwall                Consulting            $7,380
   25210 N., 42nd Drive          Services
   Glendale, AZ 85310

   Greey Pickett                 Consulting            $6,881
   c/o W. Pickett                Services
   c/o K. Koogler
   7507 E. McDonald Dr.
   Suite B
   Scottsdale, AZ 85250
   Tel: (480) 609-0009
   Fax: (480) 609-0068

   Edaw Inc.                     Consulting            $6,515
   Dept. 9269-02                 Services
   Los Angeles, CA 90084
   Tel: (949) 660-8044

   George R. Farris              Consulting            $3,407
   488 Environmental             Services
   P.O. Box 22
   Canyon, TX 79015
   Tel: (806) 655-4336

   Robert Charles Lesser         Consulting            $2,000
   & Company                     Services
   7200 Wisconsin Ave.
   7th Floor
   Bethesda, MD 20814
   Tel: (240) 644-1300
   Fax: (240) 644-1311

   RBF Consulting Inc.           Consulting              $777
   74-130 Country Club Dr.
   Suite 201
   Palm Desert, CA 92260
   Tel: (760) 346-7481
   Fax: (760) 346-8315

Palm Desert, California-based GSV-2 Resort Developers LLC filed
for chapter 11 bankruptcy on Oct. 30, 2007 (Bankr. C.D. Calif.
Case No. 07-16938).  J. Rudy Freeman, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor in its restructuring
efforts.


GSV-2 RESORT: Submits Schedules of Assets and Liabilities
---------------------------------------------------------
GSV-2 Resort Developers LLC submitted to the U.S. Bankruptcy Court
for the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule                 Assets     Liabilities
     ----------------               ----------   -----------
     A. Real Property                      
     B. Personal Property                  $26
     C. Property Claimed                     
        as Exempt
     D. Creditors Holding                        $22,792,250
        Secured Claims
     E. Creditors Holding                            966,573
        Unsecured Priority
        Claims
     F. Creditors Holding                          3,387,664
        Unsecured Nonpriority
        Claims
                                           ---   -----------
        TOTAL                              $26   $27,146,487

Palm Desert, California-based GSV-2 Resort Developers LLC filed
for chapter 11 bankruptcy on Oct. 30, 2007 (Bankr. C.D. Calif.
Case No. 07-16938).  J. Rudy Freeman, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor in its restructuring
efforts.


GSV-2 RESORT: Section 341(a) Meeting Scheduled on December 20
-------------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
creditors of GSV-2 Resort Developers LLC at 2:30 p.m., on Dec. 20,
2007, at Room 100A, 3420 Twelfth Street in Riverside, California.

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.

Palm Desert, California-based GSV-2 Resort Developers LLC filed
for chapter 11 bankruptcy on Oct. 30, 2007 (Bankr. C.D. Calif.
Case No. 07-16938).  J. Rudy Freeman, Esq., at Pachulski Stang
Ziehl & Jones LLP represents the Debtor in its restructuring
efforts.


HALCYON STRUCTURED: Moody's Rates $21.7MM Class D Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes
issued by Halcyon Structured Asset Management Long Secured/Short
Unsecured 2007-3 Ltd.:

  (1) Aaa to $260,000,000 Class X Senior Interest Only Secured
      Notes, Due 2019;

  (2) Aaa to $324,000,000 Class A-1 Senior Secured Floating
      Rate Notes, Due 2019;

  (3) Aa2 to $31,500,000 Class A-2 Senior Secured Floating Rate
      Notes, Due 2019;

  (4) A2 to $21,000,000 Class B Senior Secured Deferrable
      Floating Rate Notes, Due 2019;

  (5) Baa2 to $9,100,000 Class C Secured Deferrable Floating
      Rate Notes, Due 2019; and

  (6) Ba2 to $21,700,000 Class D Secured Deferrable Floating
      Rate Notes, Due 2019.

The Moody's ratings of the Notes (other than Class X Notes)
address the ultimate cash receipt of all required interest and
principal payments, as provided by the Notes' governing documents,
and are based on the expected loss posed to Noteholders, relative
to the promise of receiving the present value of such payments.  
The rating on the Class X Notes addresses the ultimate receipt of
the Class X Payment Amount as provided by the governing documents.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of first lien senior
secured loans and second lien loans due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Halcyon Structured Asset Management L.P. will manage the
selection, acquisition and disposition of collateral on behalf of
the Issuer.


HOLOGIC INC: Full Loan Repayment Cues Moody's to Hold Ba3 Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
of Hologic, Inc. and withdrew the Ba3 rating on the $1.25 billion
senior secured Term Loan X.  Moody's also changed the rating on
the remaining senior secured credit facilities to Baa3 from Ba3 in
accordance with Moody's Loss Given Default Methodology.  The
rating actions follow the company's full repayment of its Term
Loan X with the proceeds from the sale of $1.725 billion of
convertible senior unsecured notes (not rated by Moody's).  The
remaining proceeds from the notes offering were applied to the
repayment of amounts outstanding under the Term Loan A and Term
Loan B.  The outlook for the ratings is stable.

Ratings affirmed:

  -- Corporate Family Rating, Ba3
  -- Probability of Default Rating, Ba3
  -- Speculative Grade Liquidity Rating, SGL-2

Ratings upgraded:

  -- Senior Secured Revolving Credit Facility due 2012, to Baa3
     (LGD1, 9%) from Ba3 (LGD3, 49%) to Baa3

  -- Senior Secured Term Loan A due 2012, to Baa3 (LGD1, 9%)
     from Ba3 (LGD3, 49%) to Baa3

  -- Senior Secured Term Loan B due 2013, to Baa3 (LGD1, 9%)
     from Ba3 (LGD3, 49%) to Baa3

Hologic is a leading developer, manufacturer and supplier of
diagnostic and medical imaging systems primarily dedicated to
serving the healthcare needs of women.  The company is focused on
mammography and breast care technologies as well as on
osteoporosis assessment.  In October 2007, Hologic completed the
acquisition of Cytyc, a medical device company that develops,
manufactures and markets diagnostic and surgical products that
address a range of women's health applications including cervical
cancer screening, treatment of excessive menstrual bleeding and
radiation treatment of early-stage breast cancer.


INDYMAC RESIDENTIAL: Fitch Holds 'B' Rating on Class 2-B-5 Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed these IndyMac Residential Asset
Securitization Trust transactions:

Series 2004-A2 Group1

  -- Class A affirmed at 'AAA'.

Series 2004-A2 Group2

  -- Class A affirmed at 'AAA';
  -- Class 2-B-1 affirmed at 'AA';
  -- Class 2-B-2 affirmed at 'A';
  -- Class 2-B-3 affirmed at 'BBB';
  -- Class 2-B-4 affirmed at 'BB' and removed from Rating Watch
     Negative;
  -- Class 2-B-5 affirmed at 'B' and removed from Rating Watch
     Negative.

The affirmations, affecting approximately $90.4 million of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.

The collateral of the above series 2004-A group1 transaction
primarily consists of 30-year fixed-rate mortgage loans extended
to Alt-A borrowers and are secured by first liens, primarily on
one- to four-family residential properties.  The pool factor for
the series 2004-A2 Group 1 is 39%.  The Group 2 mortgage pool
consists of seasoned, 15- or 30-year fixed-rate, first lien, one-
to four-family residential mortgage loans.  As of the November
2007 distribution date, both the transactions are 44 months
seasoned.


INTERSTATE BAKERIES: Disclosure Statement Hearing Set for Jan. 29
-----------------------------------------------------------------
The United States Bankruptcy Court for the Western District of
Missouri has scheduled a hearing to consider approval of
Interstate Bakeries Corporation's Disclosure Statement with
respect to the company's Joint Plan of Reorganization on Jan. 29,
2008, at 1:30 p.m.

Bankruptcy Judge Jerry W. Venters also fixed January 15 as the
last date to file and serve written objections to the Disclosure
Statement pursuant to Rule 3017 of the Federal Rules of
Bankruptcy Procedure.

Judge Venters allowed the Plan proponent to transmit within
December 9, 2007, a copy of its Disclosure Statement and Plan to
the debtor, trustee, each committee appointed pursuant to Section
1102 of the Bankruptcy Code, the Securities and Exchange
Commission, and any party-in-interest.

Requests for copies of the Disclosure Statement and Plan should
be directed to Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom, in Chicago, Illinois.

The Plan, filed November 5, is based on:

   -- the commitment by Silver Point Finance, LLC, to provide IBC
      with up to $400,000,000 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 November 2.  In total, holders of approximately
95% of the company's prepetition senior secured credit facility
now support the Plan Funding Agreements.

                          About IBC

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 79; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


INTERSTATE BAKERIES: Inks Second Amendment to Credit Agreement
--------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates disclosed in a
regulatory filing with the Securities and Exchange Commission that
they entered into a Second Amendment to the Amended and Restated
Revolving Credit Agreement, dated as of Nov. 29, 2007, with
JPMorgan Chase Bank, N.A., a national banking association, and
each of the other commercial banks, finance companies, insurance
companies or other financial institutions or funds from time to
time party to the Credit Agreement.  JPMorgan also acts as
administrative and collateral agent for the Lenders.

The February 16, 2007 Amended and Restated Revolving Credit
Agreement was amended on October 1, pursuant to which the Lenders
have made available to the Debtors a revolving credit and letter
of credit facility in an aggregate principal amount not to exceed
$200,000,000.  The parties agreed to further amend and supplement
the Credit Agreement to reflect certain modifications to the
Credit Agreement.

The Second Amended Credit Agreement provides, among other things,
that, if requested in a writing delivered by the Administrative
Agent after January 29, 2008, the Debtors will deliver to the
Administrative Agent and the Lenders within 21 days of receipt of
that written request a revised plan which details the Debtors'
proposed strategy for maximizing the value of their estates,
including, without limitation, through a sale of the borrowers
and their assets, or in a series of transactions.

The Debtors will not be required to deliver a revised plan in the
event that on or before January 29, 2008:

   (i) the Borrowers have publicly announced an agreement in
       principle with both the Bakery, Confectionery, Tobacco
       Workers and Grain Millers International Union and the
       International Brotherhood of Teamsters, in each case
       regarding modifications to the existing collective
       bargaining agreements with BCTGM and the Teamsters, which
       provide for union alignment to a more capable and more
       cost-effective path-to-market, certain health and welfare
       concessions, and increased work rule flexibility; and

  (ii) Silver Point Finance, L.L.C., or, if the Borrowers are
       authorized to enter into an alternative commitment for
       exit financing, then the approved provider of that
       alternate exit financing, has publicly announced its
       support of those agreements with BCTGM and the Teamsters.

Bidders have until January 15 to present offers for IBC, while
the Teamsters and its partners have until December 13 to make an
offer.

Randall Vance, IBC's Senior Vice President, Chief Financial
Officer and Treasurer, states that the effectiveness of the
Second Amendment is conditioned upon:

   -- the Administrative Agent's receipt of executed counterparts
      of the Second Amendment which bear the signatures of the
      Borrowers and the Required Lenders; and

   -- the Borrowers' payment of any unpaid balance of the fees
      and expenses due and payable by the Borrowers pursuant to
      the Loan Documents.

                          About IBC

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

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

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

(Interstate Bakeries Bankruptcy News, Issue No. 79; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


INVERNESS MEDICAL: Finalizes $36 Million Matritech Acquisition
--------------------------------------------------------------
Inverness Medical Innovations Inc. has finalized its acquisition
of Matritech Inc.  The deal was structured as an asset purchase
under which a newly formed subsidiary of Inverness acquired
substantially all of the assets of Matritech for aggregate
consideration of 616,713 shares of Inverness common stock, valued
at approximately $36 million.

In addition, Inverness has agreed to pay Matritech up to
$2 million of incremental consideration, in cash and/or Inverness
common stock, conditioned on the achievement of certain revenue
targets for the upcoming twelve month period.

                      About Matritech Inc.
                     
Headquartered in Newton, Massachusetts, Matritech Inc. (Amex: MZT)
-- http://www.matritech.com/-- is a marketer and developer of  
protein-based diagnostic products for the early detection of
cancer.  The company uses its patented proteomics technology to
develop diagnostics for the detection of a variety of cancers.  
The company's first two products, the NMP22(R) Test Kit and
NMP22(R) BladderChek(R) Test, have been FDA cleared for the
monitoring and diagnosis of bladder cancer.  The company has
discovered other proteins associated with cervical, breast,
prostate, and colon cancer.

                   About Inverness Medical

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

                          *     *     *

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


JOURNAL REGISTER: Inks Amendment to JPMorgan Credit Agreement
-------------------------------------------------------------
Journal Register Company disclosed that on Dec. 6, 2007, it
entered into an amendment to the Amended and Restated Credit
Agreement dated as of Jan. 25, 2006 between the company, the
lenders party and JPMorgan Chase Bank, N.A., as Administrative
Agent.

The Company's obligations are fully and unconditionally guaranteed
by certain of its subsidiaries.  Borrowings under the Credit
Agreement are collateralized by substantially all of the company's
assets and the assets of its subsidiaries.

                      Terms of the Amendment

Among other matters, the Amendment reduced the borrowing limit
under the Revolving Credit Commitments from $375 million to
$200 million and under Incremental Loan Commitments from $500
million to $250 million, subject to compliance with the Total
Leverage Ratio requirements in effect prior to the Amendment with
respect to the Incremental Loan Commitments.  The Amendment also
relaxed certain financial covenants by increasing the maximum
Total Leverage Ratio and decreasing the minimum Interest Coverage
Ratio.  Certain modifications were also made to the addbacks used
in calculating the Total Leverage Ratio.  The Amendment requires
the mandatory prepayment of the Net Proceeds from certain
Dispositions and eliminates reinvestment rights of such Net
Proceeds, subject to a $25 million basket and certain exceptions
relating to Casualty Event proceeds.

The Amendment also modifies certain of the restrictive covenants
to limit the company's ability to:

     (i) make Restricted Payments, including paying dividends or
         stock repurchases,

    (ii) make acquisitions in excess of $50 million in the
         aggregate and

   (iii) dispose of assets in excess of $200 million, in each case
         subject to a number of qualifications and exceptions.

The Amendment increased the Applicable Margin on borrowings:

     (i) with respect to Eurodollar Loans to LIBOR plus 2.50% and

   (ii) with respect to Base Rate Loans to the base rate plus
         1.50%, with a .25% step-up in such rates if the Total
         Leverage Ratio exceeds 6.25 to 1.00.

The commitment fee was increased to .50% per annum.

In connection with the execution and delivery of the Amendment,
the company paid each lender an amendment fee in an amount equal
to 0.25% of the sum of such lender's Revolving Credit Commitment
and Term Loans outstanding as of Dec. 7, 2007.  The company also
paid JPMorgan an arrangement fee in connection with the Amendment.

The company paid the lenders an additional payment in respect of
additional interest and commitment fees for the first quarter of
2007 pricing period.

The company expects to write-off approximately $1.6 million of
deferred loan costs associated with the Credit Agreement.  This
will be a non-cash item reflected in the company's fourth quarter
2007 financial statements.

Several of the lenders under the Credit Agreement and their
affiliates have various relationships with the company and its
Subsidiaries involving the provision of financial services,
including investment banking, commercial banking, advisory, cash
management, custody and trust services for which they receive
customary fees and may do so in the future.

A copy of the amendment may be viewed for free at:

                   http://ResearchArchives.com/t/s?2668

                       About Journal Register

Based in Yardley, Pennsylvania, Journal Register Company
(NYSE: JRC) -- http://www.journalregister.com/-- owns 22 daily
newspapers and 346 non-daily publications.  It operates 227
individual web sites that are affiliated with the company's daily
newspapers, non-daily publications and its network of employment
web sites that can be accessed through the company's web site.
All of the company's operations are clustered in six geographic
areas: Greater Philadelphia; Michigan; Connecticut; Greater
Cleveland; and the Capital-Saratoga and Mid-Hudson regions of New
York.  The company owns JobsInTheUS, a network of 19 premier
employment Web sites.


JOURNAL REGISTER: S&P Lifts Rating on $825MM Facilities to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its issue-level and
recovery ratings on Journal Register Co.'s $825 million senior
secured credit facilities, following an amendment lowering the
revolving credit facility capacity to $200 million from
$375 million.  The issue-level rating was raised to 'BB-' from
'B+'.  The recovery rating on this debt was revised to '2',
indicating that lenders can expect substantial (70% to 90%)
recovery in the event of a payment default, from '3'.
     
The credit facilities consist of a $200 million revolving credit
facility and a $625 million term loan A, both of which mature in
August 2012.  The amended credit facilities have a revised
provision for up to $250 million (from $500 million) in additional
term loans.  Given that the incremental facilities are
uncommitted, S&P's recovery analysis has not factored in any
additional borrowings.  However, S&P would review its issue level
and recovery ratings if the company requests and receives
additional funds, to determine whether any changes would be
warranted.
     
The corporate credit rating on Yardley, Pennsylvania-based Journal
Register is 'B+', and the rating outlook is negative.  The 'B+'
rating reflects the company's heavy debt levels, its moderate-size
cash flow base, and a challenging newspaper advertising climate.  
The company is a newspaper publisher with 22 daily newspapers,
about 346 non-daily publications, and related Internet operations.  
Operations are clustered in six regions-\-Greater Philadelphia,
Michigan, Connecticut, Greater Cleveland, and the Capital-Saratoga
and Mid-Hudson regions of New York.

Ratings List

Journal Register Co.

Corporate Credit Rating   B+/Negative/--

Ratings Revised

Journal Register Co.

                           To               From
                           --               ----
Secured Debt              BB-              B+
   Recovery Rating         2                3


KNIGHT INC: To Sell 80% of MidCon Interests to Myria Acquisition
----------------------------------------------------------------
Knight Inc. disclosed that on Dec. 10, 2007, it entered into a
purchase agreement with Myria Acquisition Inc.  Under the
agreement, Knight has agreed to sell, and Myria has agreed to
purchase, 80% of the ownership interests of MidCon, a wholly owned
subsidiary of Knight, at a price equivalent to a total enterprise
value of approximately $6.575 billion, subject to certain
adjustments.

Myria is comprised of a syndicate of investors led by Babcock &
Brown, an international investment and specialized fund and asset
management group.

MidCon's wholly owned subsidiary, Natural Gas Pipeline Company of
America, owns and operates approximately 9,700 miles of interstate
natural gas pipelines, storage fields, field system lines and
related facilities, consisting primarily of two major
interconnected natural gas transmission pipelines terminating in
the Chicago, Illinois metropolitan area.  In connection with the
Agreement, Knight will enter into a long-term operations and
reimbursement agreement with NGPL, whereby Knight will operate
NGPL's pipeline system.

The closing of the transaction contemplated by the Agreement is
subject to the satisfaction or waiver of certain conditions,
including receipt of applicable regulatory approvals.  The
transaction is expected to close in the first quarter of 2008.

The Agreement contemplates that prior to closing, a newly formed
wholly owned subsidiary of MidCon will issue approximately
$3.0 billion of debt, which proceeds will be held in escrow and
used to repay debt owed to Knight at the closing.  Between the
proceeds from the sale of MidCon and the debt financing, Knight
expects to receive approximately $5.3 billion of after-tax cash
proceeds.  It expects to use virtually all of such cash to repay
Knight debt, starting with the debt it incurred in connection with
its going private transaction that closed in May 2007.  Once the
debt Knight incurred in connection its going private transaction
is repaid, it will no longer have any material secured debt.

A full-text copy of the Agreement, dated as of Dec. 10, 2007,
between Knight Inc. and Myria Acquisition Inc., may be viewed for
free at http://ResearchArchives.com/t/s?2669

Headquartered in Houston, Texas, Knight Inc. is an energy
transportation and storage company, operating or owning an
interest in approximately 38,000 miles of pipelines and
approximately 155 terminals.


KNIGHT INC: Midcon Sale Cues S&P to Affirm 'BB-' Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Knight Inc.  The action follows Knight's
announcement that it will sell an 80% equity interest in MidCon
LLC (principally the Natural Gas Pipeline Co. of America
(NGPL)) to Myria Acquisition Inc.  The outlook on Knight is
stable.
     
Knight expects to receive about $5.3 billion in after-tax proceeds
from the transaction, which is expected to close in first-quarter
2008.  The sale will accelerate Knight's deleveraging plan, which
is occurring earlier than expected since the management buyout and
due mainly to asset sales.  Debt reduction associated with the
MidCon sale is likely to be significant, although a decline in
NGPL's steady cash flows may only result in a slight improvement
in key credit protection measures.
     
The ratings on privately held Knight (formerly Kinder Morgan Inc.)
reflect the company's weak business risk profile and highly
leveraged financial position.  Knight's credit quality is centered
on its role as the owner of the general partner of master limited
partnership Kinder Morgan Energy Partners L.P. (KMP; BBB/Stable/A-
2), a leading provider of midstream energy services, bulk product
storage, and oil production.  Although the ratings of Knight and
KMP differ, they are linked because of the common management of
the two enterprises and Knight's ability, through its general
partnership interest and significant limited partnership holdings
in KMP, to influence the partnership's business activities and
financial policies.
     
Completed asset sales have driven Knight's debt reduction, which
is expected to continue substantially via the MidCon equity
interest disposal proceeds.
      
"A positive ratings or outlook revision will occur due to the
degree of debt reduction, relative to Knight's ensuing cash flows,
and as such, debt to EBITDA would need to improve markedly for a
positive ratings revision," noted Standard & Poor's credit analyst
William Ferara.
      
"Any meaningful delays in debt reduction, fundamental problems in
the business prospects, or a downturn in either Knight's or KMP's
financial performance could imperil Knight's outlook or ratings,"
he continued.


LARRY OLSON: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Larry Olson
        Kim l. Olson
        fdba Lockard Ranches, Inc.
        5691 Old Naches Highway
        Naches, WA 98937

Bankruptcy Case No.: 07-04079

Chapter 11 Petition Date: December 12, 2007

Court: Eastern District of Washington (Spokane/Yakima)

Judge: John A Rossmeissl

Debtor's Counsel: James P. Hurley, Esq.
                  Hurley & Lara
                  411 N Second Street
                  Yakima, WA 98901
                  Tel: (509) 248-4282
                  Fax: (509) 575-5661

Estimated Assets: $100,000 to $1 million

Estimated Debts:  $1 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
   Monson Fruit Company                                 $27,000
   252 North Rushmore Road
   Selah, WA 98942

   Holtzinger Fruit                                     $18,142
   P.O. Box 169
   Yakima, WA 98907

   Pacific Power                                        $11,180
   P.O. Box 400
   Portland, OR 97207

   Yakima Adjustment Service                             $9,924

   Mutual of Enumclaw                                    $6,657

   Bonnevile Collections                                 $3,578

   YCCS                                                  $2,882

   Yakima Valley Imagin                                  $2,229

   Int'l Credit Auditors                                 $2,166

   RJM Acquisitions LLC                                  $1,715

   Memorial Hospital                                     $1,184

   Alliance One                                          $1,065

   Action Rooter                                         $1,000

   Yakima Valley Farm Workers                              $625

   Yakima Valley Radiology                                 $509

   Evergreen Financial Serv                                $401

   Cascade Wind Machines                                   $372

   Barclaysbk                                              $172

   Yakima Regional                                         $134

   WA St. Fruit Commission                                 $100  


LIN TV: Board Completes Review of Strategic Alternatives
--------------------------------------------------------
LIN TV Corp. disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that its Board of Directors has
concluded its review of strategic alternatives.  The company does
not expect to make further public comments with respect to this
announcement and reserves the right to explore strategic
alternatives in the future without making a public announcement.

"The LIN TV Board and management team have confidence in our
employees, high quality assets and operating plan.  The strength
of our core business and new digital initiatives position us well
for future growth," said Vincent L. Sadusky, President and Chief
Executive Officer of LIN TV.

In May 2007, the company had disclosed that it retained J.P.
Morgan Securities Inc. to explore strategic alternatives,
including a possible sale of the company.  At that time, no
decision was made to sell the company and the company emphasized
that it was unable to predict if this review of strategic
alternatives will result in any transaction.

                         About LIN TV

LIN TV Corp. -- http://www.lintv.com/-- (NYSE: TVL) along with  
its subsidiaries, operates television station groups in the U.S.  
The company creates and delivers superior local news and community
stories, along with entertainment programming to 9% of U.S.
television homes, reaching an average of 11.5 million households
per week.  LIN TV has 29 owned and/or operated television stations
and websites in 17 U.S. markets.


LIN TELEVISION: Moody's Holds Debt Ratings with Stable Outlook
--------------------------------------------------------------
Moody's Investors Service affirmed the existing debt ratings of
LIN Television Corporation and changed the outlook to stable from
developing following the company's announcement that it had
concluded its review of strategic alternatives.

These ratings are affected:

Issuer: LIN Television Corporation

  -- Corporate Family Rating -- Ba3

  -- Probability of Default Rating -- Ba3

  -- Secured Revolver -- Baa3 (to LGD 1, 9% from LGD 2, 13%)

  -- Secured Term Loan -- Baa3 (to LGD 1, 9% from LGD 2, 13%)

  -- 6.5% Senior Subordinated Notes due 2013 -- B1 (to LGD 4,
     66% from LGD 4, 69%)

  -- 6.5% Senior Subordinated Notes CL B due 2013 -- B1 (to LGD
     4, 66% from LGD 4, 69%)

  -- 2.5% Exch. Senior Subordinated Notes due 2033 -- B1 (to
     LGD 4, 66% from LGD 4, 69%)

  -- SGL-2 speculative grade liquidity assessment

The outlook is stable.

LIN's Ba3 corporate family rating reflects the company's high debt
to EBITDA leverage (7.1x TTM 9/30/07, incorporating Moody's
standard adjustments), the inherent cyclicality of the advertising
business and the increasing business risk associated with the
broadcast television industry's overall declining audience and the
increasing fragmentation of advertising spending over a growing
number of media.

LIN's rating is supported by its diverse network affiliations and
geographic footprint, notable free cash flow generation and the
company's continued local market focus.

LIN TV Corp., headquartered in Providence, Rhode Island, owns and
operates and/or programs 29 television stations, including two
stations pursuant to local marketing agreements, in 17 mid-sized
markets in the United States.  In addition, the company owns 20%
of KXAS-TV in Dallas, Texas and KNSD-TV in San Diego, California,
through a joint venture with NBC.


MACTARA LTD: Court OKs Scaled-Back Production Pact with Creditors
-----------------------------------------------------------------
The Honorable Joseph Kennedy of the Novia Scotia Supreme Court
approved an agreement between MacTara Limited and its creditors,
Bill Power of The Chronicle Herald reports.

Under the agreement, MacTara will lower its production at Upper
Musquodoboit until March 31, 2008, while looking for potential
buyers, the Chronicle says, citing MacTara counsel Thomas Boyne,
Esq.

MacTara will close the Upper Musquodoboit mill and lay off 160
plant workers by the end of December, the Chronicle adds.

                  Emergency CCAA Restructuring

As reported in the Troubled Company Reporter on Oct. 31, 2007,
MacTara has disclosed of its 30-day emergency restructuring under
the Companies Creditors Arrangement Act as it struggles to pay
salaries to about 160 workers.  However, the company intends to
continue to operate its business as it formulates a reorganization
plan.

Chief executive officer Gordon Shupe stated in his affidavit filed
with the Supreme Court of Nova Scotia that that without the 30-day
relief, the company will be forced to immediately cease
operations.

Documents submitted with the Court showed MacTara owes $23 million
to creditors.

                          About MacTara

MacTara Limited -- http://www.mactara.com/-- is located in Upper   
Musquodoboit in Nova Scotia, Canada and currently focuses on the
production of dimension lumber, industrial bio-fuel wood pellets
and softwood chips utilized in the pulp and paper industry.  It
operates the largest sawmill in the Nova Scotia and a wood-pellet
mill at Upper Musquodoboit.  The lumber mill is the source of
about 80% of the company's products mainly exported to the United
States.  MacTara is recognized as a provincial leader within the
forest product industry.  Through its innovative use of by-
products MacTara is one of the only sawmills in Canada to convert
100% of the logs it consumes into economical and environmentally
friendly products.

Fulghum Fibrefuels Inc. of Georgia holds about 75% interest in the
company, and Erskine Investment Ltd. of Nova Scotia holds the rest
of the 25% interest.


MARATHON FINANCIAL: Submits Schedules of Assets and Liabilities
---------------------------------------------------------------
Marathon Financial Corporation submitted to the U.S. Bankruptcy
Court for the Eastern District of Michigan its schedules of assets
and liabilities, disclosing:

     Name of Schedule                 Assets     Liabilities
     ----------------               ----------   -----------
     A. Real Property                       
     B. Personal Property           $3,707,767
     C. Property Claimed                     
        as Exempt
     D. Creditors Holding                         $3,940,072
        Secured Claims
     E. Creditors Holding                             12,750
        Unsecured Priority
        Claims
     F. Creditors Holding                                  
        Unsecured Nonpriority
        Claims
                                    ----------   -----------
        TOTAL                       $3,707,767    $3,959,822

Southfield, Michigan-based Marathon Financial Corporation filed
for chapter 11 banrkuptcy on Nov. 26, 2007 (Bankr. E.D. Mich. Case
No. 07-61722).  Jay S. Kalish, Esq., represents the Debtor in its
restructuring efforts.


MATRITECH INC: Inverness Medical Finalizes $36 Million Buyout
-------------------------------------------------------------
Matritech Inc. disclosed that Inverness Medical Innovations Inc.
has finalized its acquisition of the company.  The deal was
structured as an asset purchase under which a newly formed
subsidiary of Inverness acquired substantially all of the assets
of Matritech for aggregate consideration of 616,713 shares of
Inverness common stock, valued at approximately $36 million.

In addition, Inverness has agreed to pay Matritech up to
$2 million of incremental consideration, in cash and/or Inverness
common stock, conditioned on the achievement of certain revenue
targets for the upcoming twelve month period.

                   About Inverness Medical

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

                       About Matritech Inc.
                     
Headquartered in Newton, Massachusetts, Matritech Inc. (Amex: MZT)
-- http://www.matritech.com/-- is a marketer and developer of  
protein-based diagnostic products for the early detection of
cancer.  The company uses its patented proteomics technology to
develop diagnostics for the detection of a variety of cancers.  
The company's first two products, the NMP22(R) Test Kit and
NMP22(R) BladderChek(R) Test, have been FDA cleared for the
monitoring and diagnosis of bladder cancer.  The company has
discovered other proteins associated with cervical, breast,
prostate, and colon cancer.

Matritech Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $6.7 million in total assets, $16.5 million in total
liabilities, and $104,312 in preferred stock, resulting in a
$9.9 million total shareholders' deficit.

                       Going Concern Doubt

PricewaterhouseCoopers LLP raised substantial doubt about
Matritech Inc.'s ability to continue as a going concern citing
recurring losses and negative cash flows from operations after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  


MONEYGRAM INTERNATIONAL: Euronet Confirms Tax-Free All-Stock Offer
------------------------------------------------------------------
Euronet Worldwide Inc., on Dec. 13, 2007, confirmed it delivered a
letter to the Board of Directors of MoneyGram International, Inc.
on December 4 in which Euronet offered to acquire MoneyGram in a
tax-free, all-stock transaction based on a fixed exchange ratio of
0.6179 Euronet common shares for each share of MoneyGram.

Based on the closing price of Euronet shares on December 4, the
offer is valued at approximately $1.65 billion, or $20.00 per
MoneyGram share, a premium of approximately 43% to the closing
price of MoneyGram shares that day.

Euronet's said that in the letter, it provided compelling
rationale for the proposed transaction, which Euronet expects
would deliver substantial immediate and long-term value for the
shareholders of both companies.  Specifically, Euronet believes
that the proposed transaction would:
   
    * Create a powerful new global player in the money transfer
      business well positioned to capture share in a highly
      fragmented market;
   
    * Expand the geographic reach of both companies and unlock
      compelling opportunities by combining Euronet's and
      MoneyGram's complementary distribution networks, corridors
      and agent bases;
   
    * Enable the companies to further benefit from the rapid
      growth of the money transfer market in key emerging
      countries, such as China and India; and

    * Generate double-digit accretion and deliver significant
      synergies.

                     About Euronet Worlwide

Euronet Worldwide Inc. -- http://www.euronetworldwide.com/--  
(Nasdaq: EEFT) is in the business of processing secure electronic
financial transactions.  The company offers payment and
transaction processing solutions to financial institutions, mobile
operators and retailers which include comprehensive ATM and POS
operation and management services; credit and debit card
outsourcing services; card issuing and merchant acquiring
services; software solutions; consumer money transfer and bill
payment services; and electronic distribution of top-up services
for prepaid mobile airtime and other prepaid products.  Euronet
operates and processes transactions from 39 countries.

Euronet's global payment network includes over 10,500 ATMs and
approximately 48,000 POS terminals which are under management in
16 countries; a growing portfolio of outsourced debit and credit
card services and card software solutions; a prepaid processing
network of 370,000 point-of-sale terminals across 189,000 retailer
locations in 12 countries; and a consumer-to-consumer money
transfer network of over 11,000 sending locations in 13 countries
and more than 56,000 payout locations in approximately 100
countries.  With corporate headquarters in Leawood, Kansas, USA,
and 35 worldwide offices, Euronet serves clients in approximately
130 countries.

                 About MoneyGram International

MoneyGram International, Inc. -- http://www.moneygram.com/--  
(NYSE: MGI) is a global payment services company.  The company's
major products and services include global money transfers, money
orders and payment processing solutions for financial institutions
and retail customers.  MoneyGram reported $1.16 billion in revenue
in 2006 and approximately 138,000 global money transfer agent
locations in 170 countries and territories.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2007,
Moody's Investors Service downgraded the senior unsecured issuer
rating of MoneyGram International to Ba1 from Baa3, has assigned a
Ba1 corporate family rating to the company, and has placed these
ratings on review for further possible downgrade.


MONEYGRAM INTERNATIONAL: Provides Comments on Euronet's Offer
-------------------------------------------------------------
MoneyGram International, Inc., confirmed Thursday that it has
received an unsolicited letter from Euronet Worldwide, proposing a
business combination between MoneyGram and Euronet in which
MoneyGram shareholders would receive shares of Euronet common
stock at a fixed exchange ratio of 0.6179 shares of Euronet common
stock in exchange for each MoneyGram share.  This ratio would
represent approximately $20.00 per MoneyGram share based on the
closing price of Euronet shares on the December 4 date of that
letter but would represent approximately $16.75 per MoneyGram
share as of the trading price of Euronet shares at noon Dec. 13,
2007.

The proposal was explicitly conditioned on Euronet having had the
ability to conduct a due diligence review, and suggested that the
two companies enter into a confidentiality agreement so that each
could conduct due diligence and discussions could begin.

After review of the letter with the MoneyGram board, MoneyGram
sent a letter to Euronet on Dec. 11, 2007 indicating that
MoneyGram would be willing to meet to discuss Euronet's proposal,
subject to the execution of a mutual confidentiality and
standstill agreement.  On Dec. 12, 2007, MoneyGram received a
communication from Euronet stating that Euronet is not prepared to
pursue discussions with MoneyGram on that basis.

As previously announced, during the third quarter of 2007,
MoneyGram's Board of Directors authorized hiring JP Morgan to
complete a strategic review of MoneyGram's Payment Systems
business.  The Payment Systems business includes official check
outsourcing services, money orders sold through financial
institutions and controlled disbursement processing services.  The
strategic review includes all aspects of the Payment Systems
business, including the portfolio strategy and capital
implications.  While no final determinations have been made as to
the strategic review, the Company is currently in discussions with
certain potential investors regarding financing alternatives. No
assurances can be given that any financing alternative will be
agreed upon or consummated.

MoneyGram has not yet concluded its valuation of its securities
portfolio as of Nov. 30, 2007.

                     About Euronet Worlwide

Euronet Worldwide Inc. -- http://www.euronetworldwide.com/--  
(Nasdaq: EEFT) is in the business of processing secure electronic
financial transactions.  The company offers payment and
transaction processing solutions to financial institutions, mobile
operators and retailers which include comprehensive ATM and POS
operation and management services; credit and debit card
outsourcing services; card issuing and merchant acquiring
services; software solutions; consumer money transfer and bill
payment services; and electronic distribution of top-up services
for prepaid mobile airtime and other prepaid products.  Euronet
operates and processes transactions from 39 countries.

Euronet's global payment network includes over 10,500 ATMs and
approximately 48,000 POS terminals which are under management in
16 countries; a growing portfolio of outsourced debit and credit
card services and card software solutions; a prepaid processing
network of 370,000 point-of-sale terminals across 189,000 retailer
locations in 12 countries; and a consumer-to-consumer money
transfer network of over 11,000 sending locations in 13 countries
and more than 56,000 payout locations in approximately 100
countries.  With corporate headquarters in Leawood, Kansas, USA,
and 35 worldwide offices, Euronet serves clients in approximately
130 countries.

                 About MoneyGram International

MoneyGram International, Inc. -- http://www.moneygram.com/--  
(NYSE: MGI) is a global payment services company.  The company's
major products and services include global money transfers, money
orders and payment processing solutions for financial institutions
and retail customers.  MoneyGram reported $1.16 billion in revenue
in 2006 and approximately 138,000 global money transfer agent
locations in 170 countries and territories.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2007,
Moody's Investors Service downgraded the senior unsecured issuer
rating of MoneyGram International to Ba1 from Baa3, has assigned a
Ba1 corporate family rating to the company, and has placed these
ratings on review for further possible downgrade.


MONITOR OIL: U.S. Trustee Appoints Five-Member Creditors Committee
------------------------------------------------------------------
The U.S. Trustee for Region 2 appointed five creditors to serve on
an Official Committee of Unsecured Creditors of Monitor Oil P.L.C.
and its debtor-affiliates' Chapter 11 cases.

The Creditors Committee members are:

   a) Credit Suisse
      Attn: Didier Siffer and Kyle Lanphear
      Cayman Islands Branch
      11 Madison Avenue
      New York, New York 10010
      Tel: (917) 326-8363
      http://www.creditsuisse.com

   b) Karl Otto Kalsnes
      Sjohagen Terasse 15E
      1539 Moss, Norway
      Tel: (86) (631) 538-0016
      Fax: (86) (631) 538-0018
      http://www.dyvi.no/

   c) Ante Podrug
      Basini 1
      21210 Solin, Croatia
      Tel: (86) (150) 631-0136
     
   d) Kresimir Madjar
      K. Zvonimira 29
      51260 Crikvenica, Croatia
      Tel: (385) (51) 241-240

   e) Norsk Tillitsmann ASA
      P.O. Box 1470 Viha
      N-0116 Oslo, Norway
      Tel: (47) (22) 87-9406
      Fax: (47) (22) 87 9410
      http://www.trustee.no

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

Monitor Oil, P.L.C. -- htpp://www.monitoroil.com/ -- an oil and
gas service company that provides oil and gas production
solutions, offshore services and engineering services.  The
company and two of its affiliates,  Monitor Single Lift 1, Ltd.,
and Monitor US FinCo, Inc., filed for Chapter 11 Protection on
Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  As of June 30, 2007, the company disclosed total assets
of $130,000,000 and total debts of $247,800,000.


MORGAN STANLEY: Moody's Slashes Rating on Class M-2 Loan to Ba1
---------------------------------------------------------------
Moody's Investors Service has downgraded four tranches from Morgan
Stanley ABS Capital I Inc. Trust 2002-HE3.  The transaction is
backed by first-lien, fixed and adjustable-rate, subprime mortgage
loans that were originated by Accredited Home Lenders, Inc. and
Decision One Mortgage Company, LLC.  The loans are serviced by
Provident Bank.

Although the deal's losses are performing within the area of
original expectations, the certificates have been downgraded based
upon recent and expected pool losses and the resulting actual and
expected erosion of credit support.  Overcollateralization has
been fully depleted and the Class B-2 certificates are currently
realizing losses.  Generally, existing credit enhancement levels
were too low for the previous ratings given the current projected
losses on the underlying pools.  Credit support deterioration can
be partially attributed to the deal passing performance triggers
and therefore releasing a large amount of overcollateralization.  
Furthermore, the deal is realizing tail-end losses with a pool
factor of only 9%.

Complete rating actions are:

Downgrade

Issuer: Morgan Stanley ABS Capital I Inc., Series 2002-HE3

  -- Class M-1, downgraded from Aa2 to A1
  -- Class M-2, downgraded from A2 to Ba1
  -- Class B-1, downgraded from B1 to Caa2
  -- Class B-2, downgraded from B3 to C


MUZAK HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $400 Mil.
---------------------------------------------------------------
Muzak Holdings LLC disclosed in a regulatory filing on Form 10-Q
with the U.S. Securities and Exchange Commission its financial
results for the quarter ended Sept. 30, 2007.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $367,626,000 and total liabilities of $767,698,000, resulting
in a members' deficit of $400,072,000.

For the quarter ended Sept. 30, 2007, the company reported a net
loss of $8,072,000 on revenues of $62,064,000.  This compares to a
net loss of $10,433,000 on revenues of $62,961,000 for the quarter
ended Sept. 30, 2006.

                Securities Purchase Agreement Violations

The company discloses that as of Sept. 30, 2007, it was in
violation of unit coverage ratio, leverage ratio, and annualized
operating cash flow under the Securities Purchase Agreement.

The company relates that it has been in default:

   * of the unit coverage ratio since June 2003,
   * of leverage ratio since December 31, 2003, and
   * of annualized operating cash flow since June 2004.

As a result of the defaults, the preferred units accrue at a
preferential return of 17% per annum as long as the default is
continuing.  The company says it is projecting to be out of
compliance with the unit coverage ratio, the ratio of consolidated
operating cash flow to the sum of consolidated interest expense
plus the aggregate Series A preferred return, as more specifically
defined in the Securities Purchase Agreement, and leverage ratio
for the foreseeable future.  As a result of non-compliance with
unit coverage ratio and leverage ratio for four consecutive
quarters, a Class B and Class A default under the Securities
Purchase Agreement, respectively, two of the three preferred unit
holders were each entitled to be designated as either a Class B or
Class A Director, although neither party has elected to so
designate a Class B or Class A Director pursuant to their rights
under the Securities Purchase Agreement.

As such, the company further says, the number of Class B Directors
and Class A Directors remains unaffected by these defaults.

Compliance with either one of the leverage or unit coverage ratios
and not the other still entitles the same two preferred unit
holders to designate a director as provided in the Securities
Purchase Agreement until such time as the Company complies with
the applicable ratio.  The foregoing defaults do not result in a
cross default under the New Senior Credit Facility or the
indentures governing the Senior Notes, the Senior Subordinated
Notes, and the Senior Discount Notes.

               New Senior Credit Facility Amendment

On March 16, 2007, the company amended the New Senior Credit
Facility, by extending the maturity from April 2008 to January
2009 and reducing the applicable margin by 1.0%.  The company
believes that its cash flow from operations, combined with its
cash balance on hand will be sufficient to fund its growth in new
client locations and debt service for at least the next 12 months.

Given that the company no longer has a revolving credit facility,
if it requires cash in excess of amounts on hand, it may be
required, among other things, to incur additional indebtedness,
enter into other financing transactions, defer business
opportunities, reduce its expenses, or sell assets.  The company's
substantial indebtedness, including significant principle
maturities due in 2009, could prove to be difficult to refinance
or restructure at favorable terms or at all.

A full-text copy of the company's financial result for the quarter
ended Sept. 30, 2007 may be viewed for free at:

               http://ResearchArchives.com/t/s?2667
  
                           About Muzak Holdings

Headquartered in Fort Mill, South Carolina, Muzak Holdings LLC --
http://www.muzak.com-- provides business music programming to  
clients through its integrated nationwide network of owned
operations and franchises.  All of the operating activities are
conducted through the company's subsidiaries.  As of September 30,
2007, ABRY Partners, LLC and its respective affiliates,
collectively own 64.2% of the beneficial interests in the
Company's voting interests.


MUZAK HOLDINGS: S&P Affirms Ratings and Removes Positive Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services removed from Credit Watch and
affirmed its ratings, including the 'CCC+' corporate credit
ratings, on Muzak Holdings LLC and Muzak LLC.  S&P analyze Muzak
Holdings LLC and its operating subsidiary, Muzak LLC, on a
consolidated basis.  The ratings were placed on CreditWatch with
positive implications on April 16, 2007.  The outlook is
developing.

"The rating action is based on our concern over approaching
maturities of Muzak's long-term debt obligations," explained
Standard & Poor's credit analyst Tulip Lim.
     
As of Sept. 30, 2007, total debt outstanding was $463 million
including capital leases and debt-like preferred stock was $260
million.

Muzak is contemplating a merger with its competitor, DMX, and a
subsequent sale of the combined companies.  The company is
awaiting clearance by the U.S. Department of Justice for the
merger and has received a second request for documents.  The
combination of the two companies would be contingent on a sale of
the two entities to a potential buyer.  The contemplated
transaction could improve Muzak's liquidity, resolve upcoming
maturities, and improve the company's operating efficiency.  
Still, S&P are concerned that unfavorable current market
conditions will persist and will harm the prospects of completion
of this transaction, even if Muzak receives DOJ approval.  Muzak's
term loan and senior subordinated notes mature Jan. 19, 2009, and
March 15, 2009, respectively.   

Muzak's liquidity is limited and will cover only its near-term
needs.  The very low speculative-grade rating also reflects the
company's high leverage, the noncritical nature of its products,
its lack of business diversity, and the threat of substitution
from competitive alternatives.  These factors are minimally offset
by the company's leading position in its niche market and by some
recurring revenue from its five-year contracts.


NCO GROUP: $325 Million OSI Deal Cues Moody's Ratings Review
------------------------------------------------------------
Moody's Investors Service placed all the credit ratings of NCO
Group, Inc. on review for possible downgrade following its
announcement that it has entered into a definitive agreement to
acquire Outsourcing Solutions Inc. for $325 million in cash.  The
transaction is expected to close in the first quarter of 2008 and
is subject to OSI stockholder approval and the satisfaction of
customary closing conditions.

NCO announced that it expects to finance the acquisition with
borrowings under its senior secured credit facility and an
investment by its financial sponsor, One Equity Partners.  Moody's
review will focus on the degree of leverage used to finance the
acquisition, the terms of the financing package, the profitability
of OSI and NCO's integration strategy.

These ratings were placed on review for possible downgrade:

  -- $165 million senior floating rate notes due 2013, B3
     (LGD 4, 63%)

  -- $200 million senior subordinated notes due 2014, Caa1
     (LGD 6, 90%)

  -- $465 million senior secured term loan due 2013, Ba3
     (LGD 2, 29%)

  -- $100 million senior secured revolver due 2011, Ba3
     (LGD 2, 29%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  The company reported revenues of about $1.2 billion
for the twelve month period ending Sept. 30, 2007.  OSI is a
leading provider of business process outsourcing services,
specializing primarily in accounts receivable management services.


NEUMANN HOMES: Trade Creditors Want Official Committee Appointed
----------------------------------------------------------------
The Ad Hoc Group of Secured Trade Creditors of Neuman Homes Inc.
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
Northern District of Illinois to permit the United States Trustee
for Region 11 to appoint a second official committee, with some of
its members serving in the committee.

Zhiyuan Xu, Esq., at Schiff Hardin LLP, in Chicago, Illinois,
says the representation of a second official committee is needed
to protect the interest of the Trade Creditors Group's new
members as well as other companies that wanted to join the group.

In the past week, several former contractors and material
suppliers either joined the Trade Creditors Group or registered
their interest to join, most of whom are small companies or
holders of relatively small claims.

Mr. Xu tells the Court that the Trade Creditors Group's concern is
well justified and is supported by the events occurring in the
Debtors' cases to date.

Mr. Xu cites that at the emergency hearing to consider the
Debtors' request for postpetition financing, the Trade Creditors
Group objected to the priming-lien terms of the request while the
Official Committee of Unsecured Creditors stood silent.

"The Trade Creditors Group was also the only party to object to
the Debtors' request to establish sale procedures to dispose of
their miscellaneous assets," Mr. Xu notes.  He adds that the
group also objected to the Debtors' request to sell developed
properties to their prepetition lenders while the Creditors
Committee did not.

Mr. Xu says that many parties, which are not members of the Trade
Creditors Group, benefit from the group's opposition to certain
plans of the Debtors, however, it is the members alone that
shoulder the cost and expenses.

"If the Trade Creditors Group decides, however, to disband or
focus more narrowly on only their individual interests, many
smaller contractors and materialmen will suffer," Mr. Xu notes.

Mr. Xu says the Trade Creditors Group's members are very much up
to speed on the Debtors' Chapter 11 cases, and have resolved
among themselves which of their five members are qualified to
serve in the second official committee should one be formed and
should the U.S. Trustee look to the Trade Creditors Group's
membership to serve in the committee.

The Trade Creditors Group already informed the U.S. Trustee about
its intention, according to Mr. Xu.

"The Trade Creditors Group is hopeful that the U.S. Trustee may
exercise the authority it has under Section 1102(a)(1) of the
Bankruptcy Code that would render the group's request moot," Mr.
Xu states.

The Trade Creditors Group, however, determined to file the
request at this time to meet the filing deadline for the next
omnibus hearing if the U.S. Trustee does not act before the
hearing."

The Trade Creditors Group was formed in November 2007 by eight
former contractors and material suppliers of the Debtors to
address issues faced by mechanics-lien claimants, which the
Creditors Committee may not likely represent.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential       
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).    


NEUMANN HOMES: Court Approves Drinker Biddle as Special Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois gave Neumann Homes Inc. and its debtor-affiliates
permission to employ Drinker Biddle & Reath LLP, as its special
counsel, nunc pro tunc to Nov. 1, 2007.

The Court held that the firm should not be compensated for any
services performed on behalf of Jean Neumann and Kenneth Neumann
in their individual personal capacities.

As reported in Troubled Company Reporter on Nov. 27, 2007,
under the terms of the engagement letter dated Oct. 3, 2007,
Drinker Biddle will assist in matters related to financing and
other matters as requested by the Debtors.  Specifically, the
firm is expected to:

   a) assist the Debtors dispose Precision Framing Systems, LLC;
   
   b) assist in negotiating and implementing DIP financing;
  
   c) represent the Debtors in intellectual property and certain
      litigation matters, employee labor and benefit issues; and

   d) provide other necessary legal services and advice to the
      Debtors.

The Debtors told the Court that Drinker Biddle agreed to be
compensated on an hourly basis.  The firm's hourly rates range
from $260 to $550 for partners, counsel and associates, and
$80 to $250 for legal assistants.  In addition, the Debtors would
reimburse the firm for any costs incurred in the rendition of
services.

Dennis J. Carlin, Esq., at Drinker Biddle, in Chicago, Illinois,
tells Judge Wedoff that the firm does not hold any interest
adverse to the Debtors or their estates.  He assured Judge Wedoff
that Drinker Biddle is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential       
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


NEUMANN HOMES: Wants Court's OK to Sell Property for $1.4 Million
-----------------------------------------------------------------
The Neumann Homes Inc. and its debtor-affiliates seek the United
States Bankruptcy Court for the Northern District of Illinois'
authority to sell to Infinity Homes, Inc., about 50 lots of non-
residential real property owned by Neumann Homes of Michigan, LLC,
in Flatrock, Michigan.

Pursuant to a Real Estate Purchase Agreement, dated Oct. 2, 2007,
Infinity Homes offered to purchase the property for $1,450,000 on
these terms:

   (i) Infinity Homes will pay the amount at the closing of sale,
       less the earnest money, credits and proration in cash.

  (ii) The property and any improvements made, or any other items
       located at the property are sold "as is" and without any
       representation or warranty of any kind.

(iii) At closing, the Debtors will assign and set over without
       representation or warranty, all of its rights and any
       agreements on planned unit development, site improvement,
       annexation or other agreement.  Infinity Homes will
       accept the assignment and agree to perform all the
       obligations provided in the agreements.

  (iv) Infinity Homes will defend, hold harmless and indemnify
       Neumann Homes of Michigan and its personnel from damages,
       liabilities, costs, among others, as a result of its
       inspection of the properties.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, states that Infinity Homes' offer
provides the highest financial return for the property.

Mr. Panagakis relates that Infinity Homes offered to buy each lot
for $29,000, which is  substantially similar to the prices the
Debtors received for the non-residential real properties they
sold in auction in the Detroit-metropolitan area sometime in July
and October, 2007.

"Since the two auctions, the non-residential real estate market
in the Detroit area has deteriorated significantly," Mr.
Panagakis states.  "Infinity Homes is the only entity the Debtors
are aware of that is currently interested in acquiring the
property at a price close to the purchase price."

Mr. Panagakis tells the Court that the property is no longer
necessary for the Debtors' operations and that its value will
likely diminish with each succeeding day.

"Under the present circumstances, the proposed transaction will
result in the reduction of certain prepetition secured claims
against the estate and avoid the continued expense of maintaining
the property," Mr. Panagakis points out.  He adds that the
Debtors already reached an agreement with Guaranty Bank regarding
the transaction.

The Debtors acquired the property through loans from Guaranty
Bank, which has various liens and encumbrances on the property.  
Guaranty Bank will reduce its prepetition secured claim by the
amount of the purchase price after consummation of the proposed
sale transaction.  It will also release all liens and  
encumbrances on the property in exchange for the Debtors'
immediate payment of funds equal to the purchase price.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential       
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NEW YORK UNITED: Court Says Disclosure Statement is Adequate
------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the adequacy of New York United Hospital Medical
Center and its debtor-affiliate, U.H. Housing Corp.'s Disclosure
Statement explaining their Joint Chapter 11 Plan of Liquidation.

The Debtors select Mark D. Hammond as the plan administrator.  Mr.
Hammond will bill $200 per hour for his services.

                        Treatment of Claims

Under the Plan, Administrative Claims, totaling $1.75 million,
will be paid in full on the effective date.

At the sole option of the plan administrator, Holders of Secured
Claims, totaling $25,000, will be entitled to receive, either:

   a) the collateral securing the claim;

   b) cash in an amount up to the allowed amount of the claim; or

   c) other treatment as may be agreed upon by the plan
      administrator and the holder.

Each holder of Priority Claims, totaling $350,000, will receive
cash from the available fund after all valid claims have been
paid.

Holders of UH Housing Corp.'s General Unsecured Claims have
already received full payment on account of their allowed claim.

Holders of New York United Hospital Medical Center General
Unsecured Claims, totaling $50 million, will be entitled to
receive it ratable share of available cash on the effective date.  
Holders of these claims will be expected to recover between 30%
and 35%.

A full-text copy of the Disclosure Statement is available for a
fee at:

  http://www.researcharchives.com/bin/download?id=071213201721

                       About New York United

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a community healthcare provider and a member of
the New York-Presbyterian Healthcare System, serving several
Westchester communities, including Port Chester, Rye, Mamaroneck,
Rye Brook, Purchase, Harrison and Larchmont.  The Company filed
for chapter 11 protection on Dec. 17, 2004 (Bankr. S.D.N.Y. Case
No. 04-23889).  Burton S. Weston, Esq., at Garfunkel, Wild &
Travis P.C. and Lawrence M. Handelsman, Esq., at Stroock & Stroock
& Lavan LLP represent the Debtor in its restructuring efforts.
Craig Freeman, Esq. and Martin G. Bunin, Esq., at Alston & Bird
LLP represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $39,000,000 and total debts of $78,000,000.


NEW YORK UNITED: Plan Confirmation Hearing Slated on January 17
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York set a hearing on Jan. 17, 2008, at 10:30 a.m., to
consider confirmation of New York United Hospital Medical Center
and its debtor-affiliate, U.H. Housing Corp.'s Joint Chapter 11
Plan of Liquidation.

Objection to the confirmation are due on Jan. 10, 2008, at 12:00
p.m.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a community healthcare provider and a member of
the New York-Presbyterian Healthcare System, serving several
Westchester communities, including Port Chester, Rye, Mamaroneck,
Rye Brook, Purchase, Harrison and Larchmont.  The Company filed
for chapter 11 protection on Dec. 17, 2004 (Bankr. S.D.N.Y. Case
No. 04-23889).  Burton S. Weston, Esq., at Garfunkel, Wild &
Travis P.C. and Lawrence M. Handelsman, Esq., at Stroock & Stroock
& Lavan LLP represent the Debtor in its restructuring efforts.
Craig Freeman, Esq. and Martin G. Bunin, Esq., at Alston & Bird
LLP represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $39,000,000 and total debts of $78,000,000.


NICHOLS BROTHERS: Selects Miles Stover as Financial Advisor
-----------------------------------------------------------
Nichols Brothers Boat Builders Inc. asks the U.S. Bankruptcy Court
for the Western District of Washington to employ Miles R. Stover
and Turnaround Inc. as its financial advisor.

Miles Stover will assist the Debtor as it intends to sustain
operations on a limited basis, sufficient to maintain value for a
sale of its assets.

The fees chargeable by the Advisor will be at a rate of $245 per
hour for Mr. Stover and $55 to $80 per hour for administrative
assistance, if any.

Miles R. Stover, the sole employee of the firm, assures the Court
that he is aware of no conflicts between his firm and the Debtor,
and other interested parties.

Whidbey Island, 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. Wash. 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: Wants James Murphy as Estate Appraiser
--------------------------------------------------------
Nichols Brothers Boat Builders Inc. asks the U.S. Bankruptcy Court
for the Western District of Washington to employ James G. Murphy
Company as its estate appraiser.

The Debtor relates that it possesses inventory and equipment that
must be valued so that the Debtor can intelligently negotiate the
terms of a sale of its assets.

The Murphy will bill at about $2,000 for its services.

Tim Murphy of the firm assures the Court that he is aware of no
conflicts between his firm, the Debtor, and other interested
parties.

The firm can be reached at:

             Tim Murphy
             James G. Murphy Company
             http://www.murphyauction.com/

Whidbey Island, 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. Wash. 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: Committee Can Retain Lasher Holzapfel as Counsel
------------------------------------------------------------------
The Hon. Samuel J. Steiner of the U.S. Bankruptcy Court for the
Western District of Washington gave the Official Committee of
Unsecured Creditors in Nichols Brothers Boat Builders Inc.'s
chapter 11 case permission to employ Lasher Holzapfel Sperry &
Ebberson PLLC as its counsel.

According to Danial D. Pharris, Esq., his firm has the expertise
necessary to perform legal services on behalf of the Debtor and
the estate.

Mr. Pharris assures the Court that he is does not have any
interest materially adverse to the interest of the estate.

Mr. Pharris will bill at $320 per hour.  Other firm's attorneys
will bill between $160 and $375 per hour.  Paralegals bill between
$110 and $150 per hour.

The firm can be reached at:

             Danial D. Pharris, Esq.
             Lasher Holzapfel Sperry & Ebberson PLLC
             2600 Two Union Square, 601 Union Street
             Seattle, WA 98101
             Tel: (206) 624-1230
             Fax: (206) 340-2563
             http://www.lasher.com/

Whidbey Island, 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.


NOVASTAR: Fitch Cuts Rating on Class B-4 Certs. to B from BBB-
--------------------------------------------------------------
Fitch has taken rating actions on these Novastar mortgage pass-
through certificates:

Novastar 2003-1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 downgraded to 'BB' from 'BBB';


Novastar 2004-4

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'AA';
  -- Class M-4 affirmed at 'AA-';
  -- Class M-5 affirmed at 'A+';
  -- Class M-6 affirmed at 'A+';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 downgraded to 'BBB+' from 'A-';
  -- Class B-3 downgraded to 'BBB-' from 'BBB';
  -- Class B-4 downgraded to 'B' from 'BBB-'.

The affirmations, affecting approximately $427.1 million of the
outstanding balances, are taken as a result of a satisfactory
relationship of credit enhancement to expected losses.  The
downgrades, affecting approximately $76.1 million of the
outstanding balances, are taken as a result of a deteriorating
relationship between expected losses and credit enhancement.

The collateral of the above transaction consists of fixed and
adjustable-rate subprime mortgage loans secured by first and
second liens on residential properties.  As of the November 2007
distribution date, delinquencies (loans delinquent more than 60
days, inclusive of loans in foreclosure, bankruptcy, and real
estate owned) range from 9.1% (2003-1) to 15.1% (2004-4), with
losses to date of 1.33% and 1.39% respectively.

The above transactions are seasoned from 36 months (2004-4) to 57
months (2003-1), with pool factors (current mortgage loans
outstanding as a percentage of the initial pool) of 16% and 10%
respectively.  Servicing of the above transactions has recently
been sold to Saxon Mortgage Services (rated 'RPS2+' by Fitch).


OPTION ONE: Fitch Downgrades Ratings on Six Certificate Classes
---------------------------------------------------------------
Fitch Ratings has affirmed nine classes and downgraded six classes
from these Option One Mortgage Corporation trusts:

Series 2004-1

  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 affirmed at 'A';
  -- Class M-4 affirmed at 'A-';
  -- Class M-5 downgraded to 'BBB-' from 'BBB+' and removed
     from Rating Watch Negative;
  -- Class M-6 downgraded to 'BB' from 'BB+';
  -- Class M-7 downgraded to 'CC/DR3' from 'BB-'.

Series 2004-2

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 affirmed at 'A';
  -- Class M-4 affirmed at 'A-';
  -- Class M-5 downgraded to 'BBB-' from 'BBB+' and removed
     from Rating Watch Negative;
  -- Class M-6 downgraded to 'BB' from 'BB+';
  -- Class M-7 downgraded to 'B' from 'B+'.

The affirmations affect approximately $219.3 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The downgrades
reflect the deterioration in the relationship of CE to future loss
expectations and affect $18.8 million in outstanding certificates.

The aforementioned transactions are experiencing higher
delinquencies which eventually result in increased losses.  
Monthly losses are greater than the available excess spread, which
has caused the overcollateralization amount to decline below the
target amount.  This decline in credit enhancement has put
negative pressure on the subordinate bonds.

As of October distribution date, series 2004-1 has a pool factor
of 12%.  Loans 60 days or more delinquent is approximately 25.68%
of the current pool balance.  The cumulative loss to date is 1.23%
of the original collateral balance.  Overcollateralization is
below target by approximately $1.8 million.

For the same distribution date, series 2004-2 has a pool factor of
15%.  Loans 60 days or more delinquent is approximately 20.36% of
the current pool balance.  The cumulative loss to date is 1.02% of
the original collateral balance.  Overcollateralization is below
target by approximately $930,000.  

The mortgage loans for the above transactions consist of fixed-
and adjustable-rate conforming and non-conforming mortgage loans
that are secured by first or second liens on mortgaged properties.  
All of the mortgage loans were originated and are being serviced
by Option One Mortgage Corporation (rated 'RPS2+' Rating Watch
Negative by Fitch).


PACIFIC CROSSING: Submits Schedules of Assets and Liabilities
-------------------------------------------------------------
Pacific Crossing LLC submitted to the U.S. Bankruptcy Court for
the Central District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule                 Assets     Liabilities
     ----------------               ----------   -----------
     A. Real Property                       
     B. Personal Property           $2,688,240
     C. Property Claimed                     
        as Exempt
     D. Creditors Holding                         $2,400,000
        Secured Claims
     E. Creditors Holding                                  
        Unsecured Priority
        Claims
     F. Creditors Holding                          5,590,181
        Unsecured Nonpriority
        Claims
                                    ----------   -----------
        TOTAL                       $2,688,240    $7,990,181

Headquartered in Irvine, California Pacific Crossing LLC, --
http://www.pacificcrossing.com/-- is an information technology  
consulting, systems integration and outsourcing company.  The
Debtor filed for chapter 11 bankruptcy on Nov. 16, 2007 (Bankr.
C.D. Calif. Case No. 07-13860).  Evan D. Smiley, Esq., at Weiland,
Golden, Smiley, Wang, Ekvall & Strok LLP represents the Debtor in
its restructuring efforts.


PACIFIC CROSSING: Section 341(a) Meeting Slated for January 9
-------------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
creditors of Pacific Crossing LLC at 10:00 a.m., on Jan. 9, 2008,
at Room 1-159, 411 W Fourth Street in Santa Ana, California.

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

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

Headquartered in Irvine, California Pacific Crossing LLC --
http://www.pacificcrossing.com/-- is an information technology  
consulting, systems integration and outsourcing company.  The
Debtor filed for chapter 11 bankruptcy on Nov. 16, 2007 (Bankr.
C.D. Calif. Case No. 07-13860).  Evan D. Smiley, Esq., at Weiland,
Golden, Smiley, Wang, Ekvall & Strok LLP represents the Debtor in
its restructuring efforts.


PACIFIC LUMBER: Fifth Circuit Affirms Bankruptcy Court Ruling
-------------------------------------------------------------
The U.S. Court of Appeals for the Fifth Circuit agrees with U.S.  
Bankruptcy Judge Richard Schmidt for the Southern District of
Texas's ruling that Scotia Pacific Lumber is not a "single asset
real estate" debtor under Section 101(51B) of the Bankruptcy Code.

The Ad Hoc Group of the holders of Scotia Pacific Timber Notes
previously challenged the Bankruptcy Court's holding that Scopac
is not a "SARE" debtor and is therefore not subject to expedited
reorganization procedures set forth in Section 362(d)(3) of the
Bankruptcy Code.  The Bankruptcy Court ruled in April 2007 that
because Scopac operates substantial business on its property, it
is not a SARE debtor.  

Scopac owns approximately 200,000 acres of timberlands in Humboldt
County in Northern California as well as the contractual right to
harvest timber on an additional 10,500 acres owned by its
affiliates.  Had the Bankruptcy Court ruled that Scopac was a SARE
Debtor, the company would have 30 days from the date a SARE Order
is issued to file a plan of reorganization.

The Timber Noteholders subsequently asked the Fifth Circuit to
review the SARE Order.

                   Fifth Circuit Jurisdiction

Scopac previously argued that the Fifth Circuit should not
entertain the SARE Appeal as it was not certified to the Fifth
Circuit in accordance with applicable rules.  

The certification of bankruptcy cases for appeal from the  
bankruptcy court to the Court of Appeals under Section 158 of the
Judicial and Judiciary Procedures Code is a new procedure added
by the Bankruptcy Abuse Prevention and Consumer Protection Act in
2005.  The procedure to be followed in such certification
provides that a bankruptcy court will make the certification
while the matter is pending in the bankruptcy court.  

It is uncontested that when the U.S. District Court for the
Southern District of Texas certified the case for appeal it had
not yet been docketed in the District Court and therefore was
still pending in the Bankruptcy Court, the Fifth Circuit
conceded.  Thus, Fifth Circuit Judge W. Eugene Davis noted, it is
clear that the proper court to certify the SARE Bankruptcy Court
Order was the Bankruptcy Court rather than the District Court.

The record makes it clear that both the Bankruptcy Court and the
District Court sought to certify SARE Order to the Fifth Circuit
for appeal, Judge Davis averred.  After the SARE Order was
appealed to the District Court, the Bankruptcy Court recommended
certification to the District Court.  The fact that the
Bankruptcy Court and the District Court overlooked the fact that
the case was still technically pending in the Bankruptcy Court
under Interim Bankruptcy Rule 8001(f)(2) apparently prompted the
District Court to certify the judgment for appeal, Judge Davis
pointed out.

"Under these circumstances, where both courts wish to certify the
case to th[e Fifth] Court for appeal, this error is technical in
nature, does not affect the substantial rights of the parties,
and prompts us to exercise our discretion in favor of proceeding
to the merits of this appeal," the Fifth Circuit opined.

                    Scopac, Not a SARE Debtor

The Fifth Circuit agrees with the Bankruptcy Court's holding that
Scopac conducts substantial business other than operating the
real property and activities incidental to it.  "Scopac's
timberland is clearly more than a passive investment," Judge
Davis said.

Scopac has more than 60 employees and at times hires additional
independent contractors to assist in conducting its business, the
Fifth Circuit noted.  Sophisticated operations take place on the
timberland like planning, growing, and maintaining the timber as
well as building and maintenance of roads on the real estate
which constitute substantial business other than the operation of
the real property and activities incidental to it, the Fifth
Circuit added.  Furthermore, Scopac's sale of timber is an
activity which extends beyond the sale or lease of the underlying
land.

The Fifth Circuit is also convinced that a holding that Scopac is
a SARE would violate the plain language of the statute and is
inconsistent with the meaning given that term by the courts.  
Section 101(51B) of the Bankruptcy Code severely limits the class
of debtors which qualify as SAREs, and Judge Davis holds that the
Fifth Circuit does not have warrant to expand that definition.

To be considered a SARE debtor, a debtor must (i) must have real
property constituting a single property or project, other than
residential real property with fewer than 4 residential units;
(ii) which generates substantially all of the gross income of the
debtor, and (iii) on which no substantial business is conducted
other than the business of operating the real property and
activities incidental thereto.  If a debtor fails to meet any of
the prong, it is not a SARE.

SARE debtors are subject to special provisions of the Bankruptcy
Code.  SARE debtors are carved out and subjected to stringent
requirements in Section 362(d)(3) which expedite the time for
SARE debtors to file a plan of reorganization or commence making
monthly payments, failing which the automatic stay is promptly
lifted.  "If Scopac is considered a SARE debtor, this narrow
exception to the ordinary bankruptcy process would sweep broadly
and require us to include such entities as owners of land or
mineral interests who operate sophisticated businesses such as
mining, oil and gas drilling, and large commercial farms simply
by virtue of the debtor owning the land," the Fifth Circuit
contends.  "Such a result is obviously contrary to the plain
language of Section 101(51B)."

For the reasons stated, the Fifth Circuit affirmed the
Bankruptcy Court's SARE Order.

A full-text copy of the Fifth Circuit's affirmation of the SARE
Order is available for free at:

     http://www.bankrupt.com/misc/5thCirAffirm_SAREOrd.pdf

The Timber Noteholders are further ordered by the Fifth Circuit to
pay to Scopac and the Pacific Lumber Company costs incurred
related to the defense of the SARE Appeal.

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors filed their Joint Plan of
Reorganization on Sept. 30, 2007.  The Debtors' exclusive period
to file a chapter 11 plan expired on the same date.  
(Scotia/Pacific Lumber Bankruptcy News, Issue No. 36,
http://bankrupt.com/newsstand/or 215/945-7000).  


PANTRY INC: Earns $5.6 Million in Quarter Ended September 27
------------------------------------------------------------
The Pantry, Inc. disclosed financial results for its fourth fiscal
quarter and year ended Sept. 27, 2007.

Total revenues for the fourth quarter were approximately
$2.0 billion, a 19.9% increase from last year's fourth quarter.  
Net income was $5.6 million, compared with $26.7 million a year
ago.  Results for the fourth quarter of fiscal 2007 included a
one-time after-tax charge of $1.8 million related to the company's
organizational restructuring.

For the full fiscal year, total revenues were approximately
$6.9 billion, a 15.9% increase from fiscal 2006.  Net income for
the year was $26.7 million, compared with $89.2 million in fiscal
2006.

"Our strong revenue growth for both the quarter and the year
primarily reflects the continued successful execution of our
regional acquisition strategy," Peter J. Sodini, Chairman and
Chief Executive Officer of The Pantry, said.  "While we again
delivered solid gains in our merchandise operations, net income
declined significantly, primarily due to difficult year-over-year
comparisons with unusually high gasoline margins in the fiscal
2006 periods."

Merchandise revenues for the fourth quarter were up 16.3% overall
and 2.8% on a comparable store basis.  The merchandise gross
margin was 37.0%, unchanged from the corresponding period last
year.  Total merchandise gross profits for the quarter were $160.9
million, a 16.1% increase from a year ago.

The company acquired 152 convenience stores in fiscal 2007, an
increase from the 113 stores acquired in fiscal 2006.  The company
also opened 16 new large format stores in fiscal 2007, and expects
to open approximately 15 additional new large format stores in
fiscal 2008.

For fiscal 2008, the company remains comfortable with its previous
outlook for merchandise sales, which have been relatively strong
so far in the first fiscal quarter.  The company also continues to
expect that retail gasoline margins for the year will be between
11 and 13 cents per gallon, even though margins for the first
quarter to date continue to be challenging.  The rapid increase in
gasoline prices has softened demand and the company expects that
if prices remain high, comparable store gas gallons for the year
could be flat to down slightly, with total retail volume of
approximately 2.2 billion gallons.  However, the company believes
that through additional targeted expense reductions, it may be
able to offset most of the impact of lower gasoline volume.

"With our expanded store base, the benefits of our year-end
restructuring, and the continued successful implementation of our
merchandising initiatives, we believe the Company is well-
positioned to deliver stronger results when conditions improve in
the gasoline market," Mr. Sodini concluded.

                    About The Pantry

Headquartered in Sanford, North Carolina, The Pantry Inc.
(NASDAQ: PTRY) -- http://www.thepantry.com/-- operates
convenience store chains in the southeastern United States, with
revenues for fiscal 2006 of approximately $6.0 billion.  As of
Sept. 20, 2007, the company operated 1,645 stores in eleven states
under select banners, including Kangaroo Express(SM), its primary
operating banner.

                      *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Moody's stated that an announced share repurchase program by The
Pantry Inc. does not impact the company's ratings (corporate
family rating of B1) or stable rating outlook.


PENN NATIONAL: Wins Sumner County's Endorsement for Casino Project
------------------------------------------------------------------
Penn National Gaming Inc. received the unanimous endorsement of
the Sumner County Commissioners for its proposed $365 million
Hollywood Casino Resort in Wellington, Kansas.

The endorsement came at a review process instituted by the Sumner
County Commissioners whereby interested applicants vying to
develop a destination casino resort in Sumner County submitted
proposals by November 28 to the County Commissioners, followed by
in-person presentations on Dec. 10 and 11.

Under the state's new Gaming Act, an endorsement of the host
county is a prerequisite in negotiating for, and ultimately
securing, a state lottery gaming facility management contract.

In addition to Penn National's Wellington proposal, the
Commissioners received a proposal from Binion Family Trust (Marvel
Gaming) for a competing Wellington location, and proposals from
Harrah's Entertainment and MGM Mirage-Foxwoods Development for
competing sites in the City of Mulvane.  The Commission voted to
endorse only the two Wellington proposals.

Beginning on or around December 28, Penn National and the Binion
Family Trust will enter into separate negotiations with the State
Lottery Commission for management contracts, which will later be
sent to an independent review board to determine which is in the
best interest of the State.  Final selection is scheduled for May
12, 2008.

"We are very grateful to the Sumner County Commissioners for their
unanimous endorsement of our proposal and we are delighted with
their decision," Steven Snyder, sr. vice president of corporate
development, said.  "As we expressed during our presentation, as
the nation's top operator of regional gaming facilities, this
project is right in our 'sweet spot.'  The Commissioners'
endorsement of the Wellington proposals reflects the tremendous
amount of local support in Wellington and the city's strategic
location in the middle of the county.  We're confident in our
ability to create an economic catalyst for Wellington and the
entire region, and anxiously await the next step in this process."

The proposed Hollywood Casino Resort - Wellington is a 450,000
square foot facility featuring a 350 room resort hotel with luxury
suites, spa and fitness center, and a 70,000 square foot gaming
floor with 1,500 slot machines and 40 table games; capable of
quick expansion to 2,000 slots. In addition, the casino will
feature Hollywood themed-memorabilia, a variety of culinary
options, a sports bar, retail center, and a 1,750-seat
entertainment and convention center.

The facility is master-planned for up to $200 million in
additional investment and expansion, including mixed use and
retail space, an executive golf course and another first-class
hotel, bringing the total project to an estimated cost of
$565 million.

Penn National also has a lottery gaming facility management
application pending with the State Lottery Commission for its
proposed $295 million Hollywood Casino Resort in Cherokee County,
Kansas.  By operating Hollywood Casino resorts in both Sumner and
Cherokee Counties, Penn National looks to create critical mass
along the southern Kansas border and to generate important
marketing synergies to better compete against the ongoing
proliferation of Oklahoma tribal gaming.

                    About Penn National Gaming

Headquartered in Wyomissing, Pennsylvania, Penn National Gaming  
Inc. (PENN: Nasdaq) -- http://www.pngaming.com/-- owns and       
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The company presently operates eighteen
facilities in fourteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and
Ontario. In aggregate, Penn National's operated facilities feature
nearly 23,000 slot machines, over 400 table games, approximately
1,731 hotel rooms and approximately 808,000 square feet of gaming
floor space.

                          *     *     *

Moody's Investor Service placed Penn National Gaming Inc.'s long
term corporate family and probability of default ratings at 'Ba2'
in June 2007.  The ratings still hold to date.


PENN NATIONAL: 99.3% of Shareholders Vote to Approve Merger Deal
----------------------------------------------------------------
Penn National Gaming Inc. disclosed that 99.3% of the shares voted
in favor of the merger agreement providing for the acquisition of
the company by certain funds managed by affiliates of Fortress
Investment Group LLC and Centerbridge Partners L.P. at a special
meeting of shareholders.

The tally of shares voted reflected 81.6% of the company's
outstanding shares participated in the voting.  Penn National is
seeking to complete the transaction late in the second quarter of
2008. The timing of any closing is subject to obtaining certain
regulatory approvals and satisfying other customary closing
conditions.

Under the terms of the agreement, if the merger is completed by
June 15, 2008, the company's shareholders will be entitled to
receive $67 in cash, without interest, for each share of company
common stock they own.

If the merger is not completed by June 15, 2008, the $67 per share
merger consideration will be increased $0.0149 per day.

             About Fortress Investment Group LLC

Headquartered in New York, Fortress Investment Group LLC is a
leading global alternative asset manager with approximately $36
billion in assets under management as of March 31, 2007. Fortress
manages private equity funds, hedge funds and publicly traded
alternative investment vehicles.  Fortress was founded in 1998,
and has affiliates with offices in Dallas, San Diego, Toronto,
London, Rome, Frankfurt and Sydney.

                About Centerbridge Partners LP

Centerbridge is a $3.2 billion multi-strategy private investment
fund.  The firm is dedicated to partnering with world class
management teams in a range of industry verticals. Centerbridge's
investment style provides the flexibility to employ various
structures to help companies achieve their operating and financial
objectives. The limited partners of Centerbridge include many of
the world's most prominent financial institutions, university
endowments, pension funds, and charitable trusts.

                    About Penn National Gaming

Headquartered in Wyomissing, Pennsylvania, Penn National Gaming  
Inc. (PENN: Nasdaq) -- http://www.pngaming.com/-- owns and       
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The company presently operates eighteen
facilities in fourteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, New Mexico, Ohio, Pennsylvania, West Virginia, and
Ontario. In aggregate, Penn National's operated facilities feature
nearly 23,000 slot machines, over 400 table games, approximately
1,731 hotel rooms and approximately 808,000 square feet of gaming
floor space.

                          *     *     *

Moody's Investor Service placed Penn National Gaming Inc.'s long
term corporate family and probability of default ratings at 'Ba2'
in June 2007.  The ratings still hold to date.


PIKE NURSERY: Section 341(a) Meeting Slated for December 20
-----------------------------------------------------------
The U.S. Trustee for Region 21 scheduled a meeting of Pike Nursery
Holding LLC's creditors for Dec. 20, 2007, 11:00 a.m. at Room 365,
Russell Federal Building, 75 Spring Street Southwest in Atlanta,
Georgia.

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

Headquartered in Norcross, Georgia, Pike Nursery Holding LLC dba
Pike Family Nurseries and Pike Nurseries, operates plant nurseries
in 22 locations at Georgia, North Carolina, and Alabama.  The
Debtor filed for Chapter 11 protection on Nov. 14, 2007, (Bankr.
N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq. of
Scroggins and Williamson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it has estimated assets and debts of $1 million to
$100 million.


QUAKER FABRIC: Asks Court to Extend Exclusivity Period to April 14
------------------------------------------------------------------
Quaker Fabric Corp. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to extend
their exclusive periods to:

   a) file a chapter 11 plan until April 14, 2008; and

   b) solicit acceptances of that plan until June 11, 2008.

The Debtors tell the Court that they have been in chapter 11 for
just over three months and have only recently obtained approval
from the Court to secure DIP financing from their prepetition
secured lenders.  In addition the Debtors have devoted substantial
time and resources in effectuating the sale of their assets which
resulted in the sale of the their Bleachery Pond and the Tupelo
Lee Industrial Park properties to separate buyers in September
2007.

The Debtors add that their cases are large and complex and they
need more time to focus on the formulation, filing and
solicitation of a plan of liquidation that will be accepted by
their creditors and approved by the Court.  The Debtors also tell
the Court that they have made progress in the collection of their
receivables and are not seeking an extension to pressure
creditors.  

The Debtors' exclusive period to file a plan expired on Dec. 14,
2007, and the Debtors initial exclusive solicitation period will
expire on Feb. 12, 2008.

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


QWEST COMMUNICATIONS: Fitch Affirms BB Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed Qwest Communications International,
Inc.'s Issuer Default Rating at 'BB'.  Additionally Fitch has
affirmed the IDRs of Qwest's wholly owned subsidiaries including
Qwest Corporation as well as the specific issue ratings.  The
Rating Outlook for Qwest and its subsidiaries remains Stable.  
Approximately $14.5 billion of debt outstanding as of Sept. 30,
2007 is affected by Fitch's action.

Fitch's action follows Qwest's announcement that its Board of
Directors has declared a $0.32 annual dividend.  Based on the
current amount of common stock outstanding, the cash requirement
to fund the dividend is approximately $575 million on an annual
basis.  The current stock repurchase program, which Fitch
anticipates will have approximately $600 million of capacity
remaining as of the end of 2007 will be completed over the course
of 2008.

Fitch believes that the creation of a dividend will not materially
limit Qwest's financial flexibility and that there is sufficient
capacity within the current ratings to accommodate the dividend.   
Importantly, Fitch expects Qwest will continue to balance the
allocation of capital between shareholders and bondholders as
Fitch anticipates that the company will retire a substantial
amount of the $1.4 billion of debt schedule to mature through 2009
out of free cash flow.

Supported by the operating margin improvement derived from ongoing
cost reductions and productivity enhancements coupled with the
debt reduction achieved by Qwest to date, Fitch believes that the
company's credit profile is strong within the current ratings
category. Overall the ratings assigned to Qwest and its
subsidiaries incorporate the scope, scale and relatively
consistent cash flow generated by Qwest Corporation's local
exchange business, and the relative stability of Qwest's
enterprise segment. Fitch's ratings also reflect Qwest's improved
financial flexibility, solid liquidity position and Fitch's
expectation of modest credit metric improvement and generation of
material free cash flow.

Qwest's leverage metric as of the latest twelve month period ended
Sept. 30, 2007 was 3.2 times (x), reflecting steady improvement
from 3.4x as of year-end 2006 and 3.8x as of year-end 2005. Fitch
expects that Qwest's leverage as of year end 2007 will be
approximately 3.1x. Looking into 2008, Fitch expects that nominal
margin expansion, coupled with further debt reduction, will
modestly strengthen Qwest's credit profile.  Fitch believes that
Qwest's leverage will approach 3.0x by year-end 2008.

The Stable Rating Outlook reflects Fitch's expectation for
continued stabilization of Qwest's revenue base driven by further
strengthening of the company's service bundling strategy and
investment in growth products such as high speed internet and
advanced data products.

Fitch has affirmed these IDRs and individual issue ratings of
Qwest and its subsidiaries as outlined:


   * Qwest Communications International, Inc.

     -- IDR at 'BB';
     -- Senior secured credit facility at 'BBB-';
     -- Senior unsecured notes (guaranteed by QSC) at 'BB+';
     -- Senior unsecured notes at 'BB';
     -- Senior convertible senior notes at 'BB'.

   * Qwest Corporation

     -- IDR at 'BB';
     -- Senior term loan at 'BBB-';
     -- Senior unsecured notes at 'BBB-'.

   * Qwest Services Corporation

     -- IDR at 'BB'.

   * Qwest Capital Funding

     -- IDR at 'BB';
     -- Senior unsecured notes at 'BB'.


REGENCY ENERGY: $655 Million CDM Deal Cues Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Regency Energy
Partners LP (Regency, Ba3 CFR) under review for possible downgrade
upon Regency's announcement that it had agreed to acquire CDM
Resource Management, Ltd. (not rated, CDM) for $655 million.  This
news soon follows Regency's announcement earlier this week that it
would acquire FrontStreet Hugoton LLC from its general partner
sponsor GE Energy Financial Services  for $139 million.  Moody's
rating action reflects uncertainties as to Regency's realizing the
cash flows incorporated in its valuations, particularly in regards
to CDM, which represents an entree into the natural gas
compression services business and roughly doubles Regency's debt.

Moody's expects to conclude this review around January 2008, when
Regency plans to close the two acquisitions upon receipt of the
requisite regulatory approvals and acquisition bridge financing.

The potential for GE to drop down FrontStreet had been factored
into Moody's upgrade of Regency's ratings this past September.  
Subject to further review, this acquisition by itself appears to
be rating neutral, given the modest size and high proportion of
equity financing entailing little execution risk (about
$127 million of LP units issued to GE, $9 million of debt).  
FrontStreet represents an expansion of Regency's core gas
gathering and processing business.

On the other hand, the CDM transaction is a departure from Moody's
expectations that are incorporated into the current ratings.  CDM
is a sizable investment in a new business segment for Regency,
outside its current midstream energy focus.  It nearly doubles the
company's total debt and appears to be fully valued (18 times
annualized EBITDA for the nine months ended September 30, 2007 of
about $36 million, according to CDM Resource Partners, L.P.'s Form
S-1 filing).  As in the case of FrontStreet, the equity will be
issued to the sellers (private equity firm Carlyle/Riverstone and
CDM's management), which avoids financing risk in the current
choppy capital markets.

The step-up in debt against the modest incremental cash flow make
it uncertain that Regency's financial metrics will stay within the
ranges cited in Moody's September Credit Opinion of 3 times
debt/EBITDA and EBITDA/interest.

Regency seeks from CDM a new fee-based business, reduction in
commodity price sensitivity, opportunities for cost savings from
Regency's own compression fleet, and a foothold in producing
basins where Regency does not currently have operations.

Over the course of the rating review, Moody's will examine CDM and
FrontStreet's operating and financial performance to gauge their
business risk, as well as the execution risk in Regency
integrating them and realizing its forecasts.

A key milestone would be Regency exercising the accordion feature
in its existing credit facility from $500 to $750 million to
bridge finance this acquisition.  Regency's near-term liquidity
resource and financing plans will be assessed, as these
acquisitions will utilize most of the capacity on its credit
facility, even if upsized, and CDM will require additional
capital.

Moody's will also assess the potential for further shifts in
strategic direction and financial policy, as the CDM acquisition
appears to indicate.

These ratings are placed under review for possible downgrade:

On Review for Possible Downgrade:

Issuer: Regency Energy Partners LP

  -- Probability of Default Rating, Placed on Review for
     Possible Downgrade, currently Ba3

  -- Speculative Grade Liquidity Rating, Placed on Review for
     Possible Downgrade, currently SGL-3

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba3

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently 79 - LGD5

Outlook Actions:

Issuer: Regency Energy Partners LP

  -- Outlook, Changed To Rating Under Review From Stable

Headquartered in Dallas, Texas, Regency Energy Partners LP is a
publicly traded master limited partnership engaged in natural gas
gathering, processing, and transportation.


RESIDENTIAL CAPITAL: Extends Early Tender Time to December 19
-------------------------------------------------------------
Residential Capital LLC has extended the early tender time to
12:00 midnight EST on Dec. 19, 2007, 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 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 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

Headquartered in Minneapolis, Minnesota, 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.  

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.


SAN DIEGO: S&P Lowers Rating on $10 Million Certificates to BB
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB' from
'BBB-' on the $10 million certificates of participation issued by
San Diego County, California, for San Diego-Imperial Counties
Developmental Services Foundation, based on weak debt service
coverage, soft liquidity, and a change in the initial documents,
such that the San Diego-Imperial Counties Developmental Services
Inc., doing business as San Diego Regional Center for the
Developmentally Disabled, parent of the foundation, is no longer
pledging its gross revenues under the lease, but has instead
provided assurance that the source of lease payments will be
included in the annual budget of the regional center of the lease
rents.  The current pledge is much narrower and coverage is much
weaker than previously demonstrated.  The outlook is stable.
     
"The major credit risk for the bonds is that the model of service
delivery for developmentally disabled services, namely the
regional centers, could be altered by legislative action, although
center management is not aware of plans to change or alter the
model," said Standard & Poor's credit analyst Keith Dickinson.  "A
secondary credit risk is the risk of earthquake, as the office
building is not insured for earthquake damage. Should the building
be damaged by an earthquake, the regional center may no longer be
able to use it for office space, and the rental payments, the
source of bond principal and interest payments, would be
interrupted or cease.  However, the building passed Standard &
Poor's earthquake risk analysis model, and this is not considered
a credit factor."
     
Unrestricted cash and investments at the foundation has grown to
$811,000, although this amount is much weaker than the liquidity
at the regional center, which is no longer available for debt
service.  In addition coverage of maximum annual debt service for
fiscal 2006 is weak at 1.4x for fiscal 2006, although this figure
is above the 1.25x covenant.
     
San Diego-Imperial Counties Developmental Services Inc. has the
contract with California Department of Developmental Services to
be the sole regional center for San Diego and Imperial counties.  
The regional center serves as the sole community-based intake
point for San Diego and Imperial counties, through which
individuals with developmental disabilities can access services as
mandated by the State of California Welfare & Institutions Code
Section 4500 et. seq., considered by the state to be an
entitlement.  The foundation owns and operates the building that
serves as the corporate headquarters of the regional center, which
is the sole corporate member of the foundation.


SIGNAL SECURITIZATION: Fitch Holds 'BB' Rating on Class B Certs.
----------------------------------------------------------------
Fitch Ratings has affirmed four classes from these three Signal
Securitization Corp manufactured housing pass-through
certificates:

Series 1997-3

  -- Class A affirmed at 'AAA';
  -- Class B affirmed at 'BB'.

Series 1998-1

  -- Class A affirmed at 'AA-'.

Series 1998-2

  -- Class A affirmed at 'BB-'.

The affirmations affect approximately $29.3 million in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.

As of the October 2007 distribution date, series 1997-3 has a pool
factor of 27%, is seasoned 122 months, has loss to date of 14.70%
and has 60+ delinquencies of 5.06%.  Series 1998-1 has a pool
factor of 24%, is seasoned 117 months, has loss to date of 15.58%
and has 60+ delinquencies of 7.77%.  Series 1998-2 has a pool
factor of 33%, is seasoned 114 months, has loss to date of 17.90%
and has 60+ delinquencies of 6.01%.  

The collateral of the above transactions consists of fixed-rate
manufactured housing contracts.

Signal Bank, N.A purchased the manufactured housing contracts
through Mobile Consultants, Inc.  All of the mortgage loans are
being serviced by Vanderbilt Mortgage and Finance.


SINCLAIR BROADCAST: Paying $0.175/Share Dividend on January 15
--------------------------------------------------------------
Sinclair Broadcast Group Inc.'s board of directors has declared a
quarterly cash dividend of $0.175 per share on the company's Class
A and Class B common stock.  The dividends are payable on Jan. 15,
2008, to the holders of record at the close of business on Dec. 31
2007.  The common stock will trade ex-dividend on Dec. 27, 2007.

Headquartered in Baltimore, Maryland, Sinclair Broadcast Group
Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- is a diversified
television broadcasting company that owns and operates programs or
provides sales services to 58 television stations in 35 markets.  
Sinclair's television group is affiliated with all networks and
reaches approximately 22% of all U.S. television households.

                          *     *     *

Moody's Investors Service placed Sinclair Broadcast Group's
long term corporate family and probability of default ratings at
'Ba3' in September 2006.  The ratings still hold to date with a
stable outlook.


SMART-TEK SOLUTIONS: Sept. 30 Balance Sheet Upside-Down by $4.2MM
-----------------------------------------------------------------
Smart-Tek Solutions Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $1.5 million in total assets and $5.7 million in
total liabilities, resulting in a $4.2 million total shareholders'
deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1.0 million in total current
assets available to pay $5.7 million in total current liabilities.

The company reported a net loss of $2.9 million on total revenue
of $806,690 for the first quarter ended Sept. 30, 2007, compared
with a net loss of $87,851 on total revenue of $690,075 in the
same period last year.

Total operating expenses increased by $2.8 million from $182,721
for the three months ended Sept. 30, 2006, to $3.0 million for the
same period ending in 2007.  The increase in operating expenses
was principally attributable to consulting fees accrued to
consultants.  

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?2663

                       Going Concern Doubt

John Kinross-Kennedy, in Irvine, Calif., expressed substantial
doubt about Smart-tek Solutions Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007.  The auditor reported
that the company incurred a net loss of $381,409 and a negative
cash flow from operations of $321,585 during the year ended
June 30, 2007, and a working capital deficiency of $1,773,345 and
a shareholders' deficiency of $1,314,359 at June 30, 2007.

                    About Smart-tek Solutions

Based in Reno, Nev., Smart-tek Solutions, Inc. (OTC BB: STTK) --
http://www.smart-teksolutions.com/-- through its subsidiary,  
Smart-tek Communications Inc., engages in the design, sale,
installation, and service of electronic hardware and software
products in Canada.  


SOFA EXPRESS: Wants Deadline to File Schedules Extended to Jan. 17
------------------------------------------------------------------
Sofa Express Inc. asks the United States Bankruptcy Court for the
Middle District of Tennessee to extend until Jan. 17, 2008, the
period within which it can file its schedules of assets and
liabilities and statement of financial affairs.

The Debtor tell the Court that because of the complexity and
diversity of its operations, it anticipates that it will be unable
to file the required schedules with the deadline set under
Bankruptcy Rule 1007(c), even as significant amount of employee
time has been devoted to the task of securing the necessary
information.

Headquartered in Groveport, Ohio, Sofa Express Inc. is a furniture
retailer.  The company filed for Chapter 11 protection
on Dec. 6, 2007 (Bankr. M.D. Tenn. Case No. 07-09024).  William L.
Nortor III, Esq., at Boult, Cummings, Conners & Berry PLC,
represent the Debtor.  When the Debtor filed for bankruptcy, it
listed estimated assets of between $10 million to $50 million, and
estimated debts of between $50 million and $100 million.


SOFA EXPRESS: Section 341(a) Meeting Set for January 11
-------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in Sofa Express Inc.'s Chapter 11 cases on Jan. 11, 2008, at 10:00
a.m.

The meeting will be held at Room 100, Customs House, 701 Broadway,
in Nashville, Tennessee.

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

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

Headquartered in Groveport, Ohio, Sofa Express Inc. is a furniture
retailer.  The company filed for Chapter 11 protection
on Dec. 6, 2007 (Bankr. M.D. Tenn. Case No. 07-09024).  William L.
Nortor III, Esq., at Boult, Cummings, Conners & Berry PLC,
represent the Debtor.  When the Debtor filed for bankruptcy, it
listed estimated assets of between $10 million to $50 million, and
estimated debts of between $50 million and $100 million.


SONJA WILKES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sonja Wilkes
        Leonard Wikes
        19930 Rose Street
        Lynwood, IL 60411

Bankruptcy Case No.: 07-23391

Chapter 11 Petition Date: December 13, 2007

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedof

Debtors' Counsel: Karen J Porter, Esq.
                  Law Offices of Karen J. Porter, Ltd.
                  11 East Adams St., Suite 906
                  Chicago, IL 60603
                  Tel: (312) 673-0333
                  Fax: (312) 673-0334                   

Estimated Assets: $1 million to $10 million

Estimated Debts:  Unstated

The Debtors did not file a list of their 20 largest unsecured
creditors.


STANFIELD ARNAGE: Moody's Assigns Ba2 Rating on $20MM Notes
-----------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes
issued by Stanfield Arnage CLO, Ltd.:

  (1) Aaa to $120,200,000 Class A-1L Floating Rate
      Notes Due August 2021;

  (2) Aaa to $300,000,000 Class A-1LA Floating Rate Notes Due
      August 2021;

  (3) Aa1 to $44,800,000 Class A-1LB Floating Rate Notes Due
      August 2021;

  (4) Aa2 to $30,000,000 Class A-2L Floating Rate Notes Due
      August 2021;

  (5) A2 to $26,000,000 Class A-3L Floating Rate Notes Due
      August 2021;

  (6) Baa2 to $21,000,000 Class B-1L Floating Rate Notes Due
      August 2021; and

  (7) Ba2 to $20,000,000 Class B-2L Floating Rate Notes Due
      August 2021.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of commercial loans and
high yield corporate or other debt obligations due to defaults,
the transaction's legal structure and the characteristics of the
underlying assets.

Stanfield Capital Partners LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


SUNCOAST ROOFERS: U.S. Trustee Forms Seven-Member Creditors Panel
-----------------------------------------------------------------
Donald F. Walton, acting United States Trustee for Region 21,
appointed seven creditors to serve in the official committee of
unsecured creditors in the case of Suncoast Roofers Supply Inc.

The members are:

   1. Jacob Miguel, Managing Member
      Anchor Matcon, LLC
      P. O. Box 431260
      Miami, FL 33243
      Phone: 305-443-2011
      Fax: 305-443-5225

   2. Beverly I. Cote, Manager, Customer Financial Services
      Carlisle Syntec, Inc.
      P. O. Box 7000
      Carlisle, PA 17013
      Phone: 717-245-7000
      Fax: 717-245-7208
   3. Ronald F. Tuturice, Director, Credit Services
      CertainTeed Corporation
      750 East Swedesford Rd.
      P.O. Box 860
      Valley Forge, PA 19482
      Phone: 610-341-7931
      Fax: 610-341-5414

   4. Mark Brock, Controller
      Continental Materials, Inc.
      Continental Plaza
      1614 Old York Road
      Abington, PA 19001
      Phone: 215-884-4930
      Fax: 715-887-4485

   5. Michael D. Merson, Director of Credit
      GAF Materials Corp.
      1361 Alps Road
      Wayne, NJ 07470
      Phone: 973-628-3706
      Fax: 973-628-4112
   6. George W. Rumer, Corporate Credit Manager
      Johns Manville
      P.O. Box 5108
      Denver, CO 80217
      Phone: 303-978-2834
      Fax: 303-978-4929

   7. Steve Steele, Vice President
      Millenium Metals, Inc.
      10200 Eastport Road
      Jacksonville, FL 32218
      Phone: 904-358-8366
      Fax: 904-358-8285

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

Tampa, Florida-headquartered Suncoast Roofers Supply Inc. --
http://www.suncoastrooferssupply.com/-- is a roofing contractor.   
The Debtor filed for chapter 11 bankruptcy on Nov. 14, 2007
(Bankr. M.D. Fla. Case No. 07-11039).  Russell M. Blain, Esq., at
Stichter, Riedel, Blain & Prosser PA represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and liabilities between $1 million and $100 million.


SUNCOAST ROOFERS: Court Approves Stichter Riedel as Counsel
-----------------------------------------------------------
Suncoast Roofers Supply Inc. obtained from the U.S. Bankruptcy
Court for the Middle District of Florida authority to employ
Stichter, Riedel, Blain & Prosser PA as its bankruptcy counsel.

Stichter Riedel will:

   a. render legal advice with respect to the Debtor's powers
      and duties as a debtor-in-possession, the continued
      operation of the Debtor's businesses, and the management
      of its property;

   b. prepare on behalf of the Debtor necessary motions,
      applications, orders, reports, pleadings, and other
      legal papers;

   c. appear before the Court and the United States Trustee
      to represent and protect the interests of the Debtor;

   d. assist with and participate in negotiations with
      creditors and other parties-in-interest in formulating
      a plan of reorganization, drafting the plan and related
      disclosure statement, and taking necessary legal steps
      to confirm the plan;

   e. represent the Debtor in adversary proceedings, contested
      matters, and matters involving administration of the
      case;

   f. represent the Debtor in negotiations with potential
      financing sources and preparing contracts, security
      instruments, or other documents necessary to obtain
      financing; and

   g. perform other legal services that may be necessary for
      the proper preservation and administration of the chapter
      11 case.

Stichter Riedel's attorneys proposed to represent the Debtor in
its case will bill at these hourly rates:

          Professional                    Rate
          ------------                    ----
          Rusell M. Blain, Esq.           $400
          Charles A. Postler, Esq.        $375
          Stephen R. Leslie, Esq.         $290
          Elena Paras Ketchum, Esq.       $225
          Amy Denton Harris, Esq.         $200

Other attorneys and paralegals may render services to the Debtor
as needed and are paid at these hourly rates:

          Designation                Hourly Rate
          -----------                -----------
          Partners                   $225 - $425
          Associates                 $150 - $200
          Paralegals                  $75 - $120     

To the best of the Debtor's knowledge, the firm does not represent
any interest adverse to the Debtor or to the estate.

The firm can be reached at:

             Stichter, Riedel, Blain & Prosser PA
             110 East Madison Street, Suite 200
             Tampa, Florida 33602
             Tel: (813) 229-0144
             Fax: (813) 229-1811
             http://www.srbp.com/

Tampa, Florida-headquartered Suncoast Roofers Supply Inc. --
http://www.suncoastrooferssupply.com/-- is a roofing contractor.   
The Debtor filed for chapter 11 bankruptcy on Nov. 14, 2007
(Bankr. M.D. Fla. Case No. 07-11039).  Russell M. Blain, Esq., at
Stichter, Riedel, Blain & Prosser PA represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and liabilities between $1 million and $100 million.


THOMAS HUTCHINSON: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Thomas P. Hutchinson
        657 Herold Harbor Road
        Crownsville, MD 21032

Bankruptcy Case No.: 07-22658

Chapter 11 Petition Date: December 13, 2007

Court: District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: John C. Gordon, Esq.
                  532 B & A Boulevard
                  Severna Park, MD 21146
                  Tel: (410) 747-8784

Estimated Assets: Unstated

Estimated Debts:  $1 million to $100 million

Debtor's 7 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
   Internal Revenue Service Centralized                $216,000
   Insolvency Operations
   P.O. Box 21226
   Philadelphia, PA 19114

   Comptroller of the Treasury                          $92,000
   Compliance Division - Room 409
   301 West Preston Street
   Baltimore, MD 21201

   Chase                                                $15,561
   800 Brooksedge Boulevard
   Westerville, OH 43081

   Bank One - Southwest Airlines                        $69,887

   ASPIRE                                                $1,180

   Bank of America                                       $1,800

   Shell Oil Co.                                           $700


TROPICANA ENTERTAINMENT: New Jersey Denies Renewal of License
-------------------------------------------------------------
Tropicana Entertainment, LLC, disclosed in a regulatory filing on
Form 8-K with the U.S. Securities and Exchange Commission that it
will repay its senior debt with proceeds of the sale of its
Tropicana Casino and Resort in Atlantic City.  The action is a
result of the denial of the company's gaming license renewal
application by the New Jersey Casino Control Commission denied the
company's gaming license renewal application.

The Commission determined on Dec. 12, 2007 not to renew the
company's license to operate the Tropicana Casino and Resort in
Atlantic City, directing instead that control of the casino resort
be transferred immediately to a trustee until the sale of the
property to a third party can be arranged by the trustee.  In the
interim, the Tropicana AC will continue to operate under the
direction of the trustee.

Tropicana Entertainment intends to appeal the Commission's
determination through the New Jersey appellate court system.
Concurrently, the company will immediately seek the permission of
the Commission to work collaboratively with the trustee to
maximize value by facilitating a prompt and orderly sale of the
Tropicana AC.

The trustee is required to complete the sale of the Tropicana
Atlantic City within 120 days of the transfer of the property to
his control, although this period of time may be extended by the
Commission.  The company intends to use the net proceeds it
receives from any sale of the Tropicana AC to repay debt under its
Senior Credit Facility.

Because this is only the second time that the Commission has
refused to renew a license, many details remain unclear regarding
the operation of the Tropicana AC, the trustee's sale process, and
the company's rights pending a sale.  The company intends to seek
clarification as to these matters which impact on the company's
cash flows, comply with its loan agreements and maximize value
from the sale.  Moreover, the company is analyzing the potential
impact of the Commission's determination on its gaming licenses in
other states.

               Possible Default & Bankruptcy Warning

Unless the company is successful in its appeal to stay or reverse
the Commission's determination by Dec. 19, 2007, an event of
default will result under the company's Senior Credit Facility.  
If an event of default occurs under the Senior Credit, among other
things, the lenders will be entitled to accelerate the unpaid
principal amount of, and accrued interest on, borrowings
thereunder.  Such an acceleration of the Senior Credit Facility
would constitute an event of default under the Indenture governing
the Company's Senior Subordinated Notes, as well as the Company's
Las Vegas Term Loan.

Accordingly, Tropicana Entertainment intends to continue its
efforts to work with the lenders under its Senior Credit Facility
to prevent an acceleration from occurring.  There can be no
assurance that the lenders will not accelerate, which could compel
the company to seek alternatives, including, without limitation,
bankruptcy protection.

                    About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--  
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.


TROPICANA ENT: Denied License Renewal Cues S&P to Junk Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Tropicana Entertainment LLC and its unrestricted subsidiary,
Tropicana Las Vegas Resort & Casino LLC.  The corporate credit
rating was lowered to 'CCC' from 'B'.  At the same time, the
ratings on TELLC and TLV were placed on CreditWatch with
developing implications.
     
The downgrade and CreditWatch listing reflect the recent
announcement that the New Jersey Casino Control Commission has
denied the company's gaming license renewal application, citing,
among other reasons, the commission's opinion that management
failed to appreciate the workings of the Atlantic City
marketplace.  Barring a successful appeal of this ruling, which
S&P view as unlikely, particularly given the fact that the vote
was 4 to 1 against renewal, TELLC will pursue the sale of the
Tropicana Casino and Resort in Atlantic City.  A trustee has
assumed control of the property, and will likely lead efforts
around coordinating a sale.
     
According to the terms of TELLC's credit agreement, any license
revocation continuing for more than five business days constitutes
an event of default.  While TELLC's senior subordinated notes and
TLV's term loan facility are not currently in default, should
TELLC's lenders under the credit agreement accelerate the loan,
cross-default provisions at both the notes and the TLV term loan
would be triggered.
     
The developing implications of our CreditWatch listing contemplate
a number of potential rating downside factors and some potential
upside factors.  Drivers of further downward rating momentum
include:

     -- TELLC's inability to reach an agreement with lenders
        under its credit agreement, the terms under which it
        will be in default on Dec. 19, 2007, barring a
        successful appeal.  An agreement would need to address
        both the company's plans to repay debt with proceeds
        from the sale of the Atlantic City asset and the need
        to revise covenant levels to reflect the remaining
        portfolio and current operating prospects.

     -- A failure to address ongoing poor performance across
        the remainder of Tropicana's portfolio of assets.

     -- The potential inability of the company to access cash
        generated from the Atlantic City resort as a source to
        fund near-term debt service requirements.

     -- Any complications delaying or preventing the receipt of
        cash proceeds from the sale of the Atlantic City asset.

Potential upside factors revolve around the company's ability to
sell the Atlantic City asset for a multiple sufficient to drive
debt repayment to the point that the company is capable of
servicing its remaining debt obligations with cash flows generated
from the remaining portfolio of assets.  Upside momentum would
also be contingent upon the company demonstrating some success in
stabilizing performance across the other assets in its portfolio.
      
"We will continue to monitor the progress of the appeal of the
commission's decision, discussions with lenders, and the progress
toward the sale of the Atlantic City asset in resolving the
CreditWatch listing," said Standard & Poor's credit analyst Ben
Bubeck.


TROPICANA ENT: In Compliance with Credit Facility as of Dec. 5
--------------------------------------------------------------
Tropicana Entertainment, LLC, disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission that as of
Dec. 5, 2007, it has determined that it is in compliance with the
covenants in its credit facility and is accordingly not in default
under the agreement.

The company has submitted a compliance certificate to its credit
facility lenders showing that it was in compliance with all of its
financial maintenance covenants as of Sept. 30, 2007, including
the leverage ratio that it previously announced it had not met in
the third quarter.  As of Sept. 30, 2007, the company's leverage
ratio was 7.49 to 1 rather than 7.53 to 1, as previously reported.

While preparing financial information requested by its lenders in
connection with negotiations for an amendment to the covenants in
the credit facility, the company discovered that its calculation
of EBITDA, as defined in the credit facility, which is used in the
leverage ratio covenant test, had not taken into account
amortization of prepaid rent relating to its Evansville property.

This amortization is a non-cash charge that is allowed to be added
back in calculating EBITDA under the credit agreement.  The
amortization of prepaid rent was properly classified as a
component of rent expense in the company's statement of operations
and, therefore, had not been included with other depreciation and
amortization in its previous calculations of EBITDA.

Depending on its future results, management cannot assure that the
company will be in compliance with the financial ratio covenants
in the credit facility as of the end of its next fiscal quarter
absent additional capital contributions by its owner or additional
repayments of debt prior to December 31, 2007.

Accordingly, Tropicana Entertainment also confirmed that it will
continue the process of seeking to amend the financial covenants
in the credit facility in order to better position the company to
achieve compliance with them in future periods.

                    About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--  
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.


US SHIPPING: Moody's Junks Corporate Family Rating
--------------------------------------------------
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 second lien
senior secured 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 new tanker order) to fund construction of the tankers on
order.  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

  -- Second Lien Senior Secured 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.


WASHINGTON MUTUAL: Fitch Affirms 'BB-' Ratings on Two Classes
-------------------------------------------------------------
Fitch Ratings has affirmed all asset-backed securities ratings for
outstanding notes issued from the Washington Mutual Master Trust
and Washington Mutual Master Note Trust.  The affirmation affects
approximately $11.16 billion of 144A classified and private credit
card securities backed by a pool of Visa and MasterCard
receivables originated by Washington Mutual Bank.

These transactions for which Fitch has public ratings are listed
below:

Washington Mutual Master Trust Class A:

  -- $650,000,000 class A (2001-D) affirmed at 'AAA';
  -- $400,000,000 class A (2001-G) affirmed at 'AAA'.

Washington Mutual Master Trust Class E:

  -- $40,419,190 class E (2004-G) affirmed at 'BB-';
  -- $35,519,000 class E (2004-C) affirmed at 'BB-'.

Washington Mutual Master Note Trust Class A:

  -- $643,600,000 class A (2005-1) affirmed at 'AAA';
  -- $775,000,000 class A (2005-2) affirmed at 'AAA';
  -- $900,000,000 class A (2006-1) affirmed at 'AAA';
  -- $750,000,000 class A (2006-2) affirmed at 'AAA';
  -- $1,250,000,000 class A (2006-3) affirmed at 'AAA';
  -- $500,000,000 class A (2006-4) affirmed at 'AAA';
  -- $1,100,000,000 class A (2007-1) affirmed at 'AAA';
  -- $875,000,000 class A (2007-2) affirmed at 'AAA';
  -- $425,000,000 class A (2007-4) affirmed at 'AAA';
  -- $200,000,000 class A (2007-5) affirmed at 'AAA'.

Washington Mutual Master Note Trust Class M:

  -- $90,400,000 class M (2005-1) affirmed at 'AA';
  -- $125,000,000 class M (2005-2) affirmed at 'AA';
  -- $300,000,000 class M (2006-1) affirmed at 'AA'.

Washington Mutual Master Note Trust Class B:

  -- $87,800,000 class B (2005-1) affirmed at 'A';
  -- $150,000,000 class B (2005-2) affirmed at 'A';
  -- $200,000,000 class B (2006-1) affirmed at 'A';
  -- $150,000,000 class B (2007-1) affirmed at 'A'.

Washington Mutual Master Note Trust Class C:

  -- $93,100,000 class C (2005-1) affirmed at 'BBB';
  -- $150,000,000 class C (2005-2) affirmed at 'BBB';
  -- $200,000,000 class C (2006-1) affirmed at 'BBB';
  -- $150,000,000 class C (2006-2) affirmed at 'BBB';
  -- $200,000,000 class C (2006-3) affirmed at 'BBB';
  -- $125,000,000 class C (2007-1) affirmed at 'BBB'.

Washington Mutual Master Note Trust Class D

  -- $85,100,000 class D (2005-1) affirmed at 'BB'.
  -- $506,164,000 class D (2005-2) affirmed at 'BB-'.

Fitch publishes an update on Washington Mutual Master Note Trust
each month, including current performance, outstanding debt, and
break even stress scenarios.  


WASTEQUIP INC: Moody's Cuts Corporate Family Rating to B3
---------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Wastequip Inc. to B3 from B2 and its senior first lien bank
loans to B1 from Ba3.  The rating outlook remains stable.  The
rating action is predicated on the materially weaker EBITDA
performance and higher leverage than expected at the time of the
LBO transaction in January 2007.  As of Sept. 30, 2007, the
leverage ratio, using Moody's standard adjustments, reached
approximately 7 times trailing pro forma EBITDA and is expected to
further deteriorate in the last quarter of 2007, excluding
annualized cost savings that have yet to be achieved.  However,
Moody's expects liquidity to remain adequate in the short term.

In the first nine months of 2007, Wastequip was negatively
impacted by the 30% reduction of the waste container purchases by
the national waste haulers, which cut their capital spending,
faced with lower waste volumes in residential construction, and
shifted their idle containers to other more favorable end markets.  
This issue is exacerbated by the fact that some haulers carry
excess waste equipment after a period of over-buying in 2004-2006.  
Next year, due to potentially weaker conditions in non residential
construction combined with continuous distress in residential
construction, Wastequip's operating performance could remain
sluggish.  While Moody's typically expects waste container demand
to be partly driven by replacement needs, it also cautions that
the timing for a recovery will depend on the evolution of end
market conditions and how fast excess waste equipment capacity
will be eliminated.

The stable outlook reflects Moody's expectation that Wastequip's
liquidity will remain adequate in 2008.  Free cash flow is
expected to be positive in 2007, helped by the anticipated working
capital decline in the last quarter.  Additionally, the company
currently has no borrowings under its $50 million revolving credit
facility due 2012.  The rating agency also expects the company to
remain in compliance with its fixed charge coverage covenant in
the short term, based on our current assumption of relatively flat
operating performance in 2008, which takes into consideration the
realization by Wastequip of procurement and transportation cost
savings and on-going headcount adjustments.

The B1 rating of the senior first lien credit facilities reflects
Wastequip's probability of default rating lowered to B3 and a LGD
2 loss given default assessment for these loans, which are secured
by a pledge of substantially all of the company's assets and
benefit from the material cushion of unrated subordinated debt.

These ratings have been lowered:

  -- Corporate Family Rating to B3 from B2

  -- Probability of Default Rating to B3 from B2

  -- $330 million senior first lien term loan to B1 (LGD2/29%)
     from Ba3 (LGD3/30%)

  -- $50 million senior first lien revolver to B1 (LGD2/29%)
     from Ba3 (LGD3/30%)

Wastequip, based in Cleveland, Ohio, is a leading manufacturer of
non-mobile equipment used to collect, process and transport waste
materials.  Pro forma for recent acquisitions, trailing twelve
month revenues as of September 30, 2007 totaled approximately
$540 million.


WINSTAR COMMS: Chapter 7 Trustee Says Company Controlled by Lucent
------------------------------------------------------------------
Lucent Technologies, Inc., was Winstar Communications, Inc.'s
"strategic partner" -- turnkey builder of Winstar's network,
primary vendor, supplier, subcontractor and financier, all rolled
into one, Stephen M. Rathkopf, Esq., at Herrick Feinstein LLP in
New York, on behalf of Christine C. Shubert, the Chapter 7
Trustee for Winstar.  Evidence at trial established, and the
United States District Court for the District of Delaware found,
that Lucent was not simply enforcing its legitimate contractual
rights, he says.

The District Court had awarded the Winstar Trustee (1)
$188,180,000, plus interest, for recovery of a preferential
payment Winstar made to Lucent; (2) $55,750,742, plus interest,
for breach of a subcontract between Lucent and Winstar Wireless,
Inc.; and (3) equitable subordination of all of Lucent's claims
against the Winstar estate.

In its appeal, Lucent trots out most of the same tired arguments
raised unsuccessfully before the lower courts.  This is its third
-- and hopefully last -- strike, Mr. Rathkopf says.

Lucent cavalierly ignores or deliberately mischaracterizes the
very things that demonstrate its continued and growing influence
and control over Winstar, according to Mr. Rathkopf.

Influence and control, Mr. Rathkopf tells the U.S. Court of
Appeals for the Third Circuit, had nothing to do with Lucent
exercising legitimate contract rights or legitimate financial
leverage.  End of quarter after end of quarter, Mr. Rathkopf
contends, Winstar was required to purchase Lucent equipment and
services that Winstar did not need to give Lucent the revenue
Lucent demanded.

Mr. Rathkopf points out that the trial court's findings of fact
are underpinned by massive end of quarter sales and related
conduct spanning the year in which the preferential payment was
made, in which Lucent required Winstar to purchase hundreds of
millions of dollars of unneeded Lucent goods and services and to
otherwise create fake revenue for Lucent -- sometimes requiring
Winstar's knowing participation in outright fraud -- so that
Lucent could appear to be more profitable than it was.  Those
instances, he explains, include the fraudulent September 2000 end
of quarter software deal in which Lucent required Winstar to
participate, which generated 26% of Lucent's profits for the
quarter, and which led to penalties imposed by the U.S.
Securities and Exchange Commission for Lucent and suits against
Lucent and Winstar executives.

According to Mr. Rathkopf, one Winstar executive summed up the
non-arm's-length nature of the deal: "it was priced at whatever
number Lucent needed for its revenue."

Other instances, Mr. Rathkopf relates, include the December 1999
end of quarter deal in which Winstar purchased, among other
unneeded Lucent equipment, $36,000,000 of unneeded optronics
equipment which remained in Lucent's warehouses undelivered 15
months later, when Winstar filed in bankruptcy in April 2001; the
fake bill and hold deals where Winstar employees knowingly signed
fraudulent documents to create revenue for Lucent, because "it
was a Lucent requirement"; and the repeated threats by Lucent to
dishonor Lucent's contractual obligations to pay Winstar Wireless
under their subcontract or to permit Winstar to draw under their
Second Credit Agreement unless and until Winstar did what Lucent
wanted.

Lucent, Mr. Rathkopf says, asserts that, whether a statutory or
non-statutory test for insider is used, no corporation can be an
insider of another unless it has directors or officers in common
with that other corporation or otherwise "exercise[s] the type of
authority . . . that an officer, director or general partner
exercises -- actual managerial control over the debtor's day to
day operations."

The term "insider" is to be flexibly applied on a case by case
basis and means "one who has a sufficiently close relationship
with the debtor that his conduct is made subject to closer
scrutiny than those dealing at arm's-length with the debtor," Mr.
Rathkopf contends, citing S. Rep. No 989, 95th Cong., 1st Sess.
25 (1978), reprinted 1978 U.S.C.C.A.N. 5787, 5810, 6269; and
Collier on Bankruptcy, 547-42 (15th Ed.).

Mr. Rathkopf notes that under Section 101(31)(B)(iii) of the
Bankruptcy Code, for corporations, insiders include any "person
in control" of the debtor.  Because Congress used the word
"include" in its definition, Mr. Rathkopf says courts uniformly
cite to the legislative history to include as "nonstatutory"
insiders other persons or entities who do not deal at arm's-
length with the debtor.  Mr. Rathkopf points to In re Holloway,
955 F.2d 1008, 1010-11 (5th Cir. 1992); In re Three Flint Hill
Ltd. P'ship, 213 B.R. 292, 297-98 (D. Md. 1997); HR Rep No. 595,
95th Cong. 1st Sess 312 (1977); S Rep No. 989, 95th Cong, 2d Sess
25 (1978), U.S. Code Cong. & Admin. News, p. 5787; Colliers on
Bankruptcy, Section 547.03[6], (15th Ed.)

"Actual managerial control over the debtor's day to day
operations" is but one example of what might cause a person or
entity to be an insider of another; it is not the sole example,
Mr. Rathkopf argues.

The fact that Winstar preserved its business life by acceding to
Lucent's demands -- rather than being forced to file bankruptcy
even sooner -- does not mean that the two companies were dealing
at arm's-length with each other, Mr. Rathkopf tells the Third
Circuit.  Mr. Rathkopf explains that Winstar capitulated to
Lucent's threats and non-contractual pressure to save its life,
much like a victim of armed robbery would.  This constitutes
acting under duress, and is the antithesis of dealing at arm's-
length," Mr. Rathkopf says.

"Lucent argues that this is the first time one public company has
been deemed an insider of another.  But Lucent is just another in
a growing list of public companies (Enron, Worldcom, Cendant,
Tyco, etc.) that have acted in surprising ways," Mr. Rathkopf
says.

"That to date no other public company has been deemed an insider
by reason of using a close relationship with the debtor to engage
in the type of overreaching and self-dealing Lucent admits to is
of no moment.  There have been many unfortunate firsts in
Corporate America in the 21st Century, and this is but another."

The District Court's decision should be affirmed, Mr. Rathkopf
argues.

                 Bingham Attorney Says Lucent Wrong

G. Eric Brunstad, Jr., a partner at Bingham McCutchen LLP, says
Lucent and its amici are mistaken in insisting that payment
cannot be recovered because Lucent was not an "insider" and,
therefore, the 90-day limit, rather than the one-year limit,
applies.

Mr. Brunstad points out that the purpose of allowing a longer
preference recovery period -- one year instead of 90 days -- for
payments made to insiders is that insiders, by virtue of their
non-arm's length relationship with the debtor, are likely to be
in a position to influence the timing of payments -- or delay the
debtor's bankruptcy filing -- to circumvent the ordinary 90-day
preference recovery rule.

Under the highly unusual facts of the Winstar case, Lucent
clearly occupied the position of an insider, Mr. Brunstad says.

A creditor that was so close to and that exerted so much control
over the debtor that the creditor could require the debtor to
engage repeatedly in possibly criminal schemes to deceive the
creditor's auditors plainly exercises the kind of non-arm's
length influence that the concept of "insider" embraces, Mr.
Brunstad tells the Third Circuit in his amicus curiae brief.

Mr. Brunstad points out that the Bankruptcy Court properly
rejected Lucent's argument that Winstar's payment cannot be a
preference because it did not constitute a transfer of the
interest of the debtor in a property.

Mr. Brunstad explains that the purpose of the earmarking doctrine
Lucent suggested is to recognize that, in transactions in which
the debtor serves as a mere conduit for the payment of funds from
one person to another, the debtor's interest in the funds being
transferred may not rise to the level of "an interest of the
debtor in property."  Rather, the debtor may have so little
interest in the funds that it is transferring that the funds can
be said to belong to some other party.

In Winstar's case, however, according to Mr. Brunstad, the
Debtors borrowed funds under its bank facility, deposited the
funds into its own bank account, and then afterwards paid a
portion of the borrowed funds -- $188,180,000 -- to Lucent.  
Winstar thus owned the funds before it transferred them to
Lucent, and thus transferred its property to Lucent, Mr. Brunstad
says.  The earmarking doctrine cannot apply, he says.

Mr. Brunstad calls Lucent's interpretation of "person in control
of the debtor" to include only those who exercise day-to-day
managerial control "restrictive."  If accepted as a gloss on the
statute, it would render superfluous certain of the other
expressly enumerated categories of persons in Section 101(31)(B)
of the Bankruptcy Code, Mr. Brunstad says.

Courts lack "carte blanche to redraft statutes in an effort to
achieve that which Congress is perceived to have failed to do,"
Mr. Brunstad reminds the Third Circuit, citing United States v.
Locke, 471 U.S. 84, 95 (1985).  If Congress had intended to limit
Section 101(31) in the manner that Lucent prefers, it would have
done so expressly, Mr. Brunstad says, citing F.C.C. v. NextWave
Personal Commc'ns, Inc., 537 U.S. 293, 302 (2003), and Ohio v.
Kovacs, 469 U.S. 274, 279 (1985).

"The fact that Congress has not limited the definition of insider
in the manner Lucent seeks, and that adding such a limitation
would be at war with the text and structure of the [Bankruptcy]
Code as a whole, demonstrates that no such limitation is
warranted," according to Mr. Brunstad.

Mr. Brunstad filed an amicus curiae brief to bring to the Third
Circuit Court's attention matters that other parties have not
addressed on the issue whether Lucent was an "insider" of Winstar
for purposes of the Bankruptcy Court's preference analysis and
whether the $188,180,000 payment that Winstar made to Lucent was
"earmarked."

Mr. Brunstad is the Macklin Fleming Visiting Lecturer of Law at
the Yale Law School where he teaches courses on bankruptcy,
business reorganizations, secured transactions, commercial
transactions, and argument and reason.  He began teaching at Yale
in 1990 and has also taught at the Harvard Law School.

Mr. Brunstad is also the current Chair of the ABA Business
Bankruptcy Committee and serves as a member of the Judicial
Conference Advisory Committee on the Federal Bankruptcy Rules.  
At Bingham McCutchen, Mr. Brunstad focuses in the areas of
bankruptcy law, bankruptcy appeals, and general commercial
appeals.  He is a contributing author to the Collier treatise on
bankruptcy responsible for writing multiple chapters of the
treatise.

Mr. Brunstad has argued five bankruptcy cases in the U.S. Supreme
Court: Travelers Casualty & Surety Co. v. Pacific Gas & Electric
Co., 127 S. Ct. 1199 (2007); Marrama v. Citizens Bank of
Massachusetts, 127 S. Ct. 1105 (2007); Marshall v. Marshall, 547
U.S. 293 (2006); Till v. SCS Credit Corp., 541 U.S. 465 (2004);
and Hartford Underwriters Ins. Co. v. Union Planters Bank, N.A.,
530 U.S. 1 (2000).  He has participated in numerous other
bankruptcy cases in the Supreme Court, including as counsel for
respondent in Central Virginia Community College v. Katz, 546
U.S. 356 (2006), a case involving whether a preference action may
be maintained against a State notwithstanding a State's assertion
of sovereign immunity.   He has participated as an amicus curiae
in numerous bankruptcy matters, including those in the Supreme
Court and the Third Circuit, including Tennessee Student
Assistance Corp. v. Hood, 541 U.S. 440 (2004); Archer v. Warner,
538 U.S. 314 (2003); Official Comm. of Unsecured Creditors of
Cybergenics Corp. v. Chinery, 330 F.3d 548 (3d Cir. 2003) (en
banc).

                 About Winstar Communications

Based in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462).  The Debtors obtained the court's approval converting
their case to a chapter 7 liquidation proceeding in Jan. 24, 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.  
The chapter 7 trustee is represented by Fox Rothschild LLP and
Kaye Scholer LLP.  When the Debtors filed for bankruptcy, they
listed $4,975,437,068 in total assets and $4,994,467,530 in total
debts. (Winstar Bankruptcy News, Issue No. 82; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


WINSTAR COMMS: Chapter 7 Trustee Wants AG Edwards as Stockbroker
----------------------------------------------------------------
Christine C. Shubert, the Chapter 7 Trustee for the estates of
Winstar Communications, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to employ A.G.
Edwards & Sons, Inc., as her stockbroker, nunc pro tunc to
Nov. 21, 2007.

The Chapter 7 Trustee also seeks to sell certain shares of stock
of Global Crossing Limited.

Pursuant to a settlement agreement between the Debtors and Global
Crossing, the Debtors acquired 648 of Global Crossing's shares of
stock, consisting of a minority equity interest in a privately
held company, the Chapter 7 Trustee relates.

According to the Chapter 7 Trustee, the Shares are largely
illiquid by nature, rendering it difficult to identify a market
of potential purchasers.  The estimated value of the Shares is
approximately $14,000.

The Chapter 7 Trustee seeks to liquidate the Shares through a
sale and maximize the return for the benefit of the estate and
creditors.  The Chapter 7 Trustee believes that the proposed sale
is a prudent and proper exercise of business judgment.

The Chapter 7 Trustee tells the Court that A.G. Edwards is well-
qualified and competent to sell the Shares at a marketable price,
because it has extensive knowledge and experience as stock
brokers under the provisions of the Bankruptcy Code.

A.G. Edwards will be compensated based on a percentage of the
sale's gross proceeds.  The Chapter 7 Trustee notes that it is
not the practice of the stock sale industry for A.G. Edwards to
file a fee application for a single transaction, and that its
entire trading mechanism is electronic and handled through the
New York Stock Exchange and other national markets.

To the best of the Chapter 7 Trustee's knowledge, A.G. Edwards
has not represented the Debtors, their creditors, equity security
holders, or any other parties-in-interest, in any matter relating
to the Debtors or their estates, and is a "disinterested person"
as the term is defined in Section 101(4) of the Bankruptcy Code.

                 About Winstar Communications

Based in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The company
and its debtor-affiliates filed for chapter 11 protection on
April 18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through
01-01462).  The Debtors obtained the court's approval converting
their case to a chapter 7 liquidation proceeding in Jan. 24, 2002.
Christine C. Shubert serves as the Debtors' chapter 7 trustee.  
The chapter 7 trustee is represented by Fox Rothschild LLP and
Kaye Scholer LLP.  When the Debtors filed for bankruptcy, they
listed $4,975,437,068 in total assets and $4,994,467,530 in total
debts. (Winstar Bankruptcy News, Issue No. 82; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


WYLE HOLDINGS: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned to Wyle Holdings, Inc. a B2
Corporate Family Rating and a B2 Probability of Default Rating.  
Concurrently, a Ba3 rating was assigned to the proposed $230
million senior secured credit facility in which subsidiaries Wyle
Laboratories, Inc. and RSIS LLC will be co-borrowers.  The rating
outlook is stable.  This is the first time Moody's has rated the
debt of this privately-held provider of engineering and
information technology services to federal government entities.

The B2 Corporate Family Rating is constrained by integration risks
related to the acquisition of RSIS, uneven revenue and
profitability trends at RSIS stemming primarily from its
obligatory transition away from federal government 8(a) small
business contracts, and the potential for reduced spending or
delays in funding of government contracts.  Financial metrics,
including pro forma Debt to EBITDA of about 5.1 times, will
position the company well in the B2 rating category.  The ratings
are also supported by revenue visibility provided by long-term
contracts, funded backlog of over $300 million, historically high
recompete win rates when Wyle Holdings is the prime contractor,
and the company's long-standing relationships with its largest
government clients.

The stable rating outlook anticipates that the company will be
successful in transitioning most of its remaining small business
contracts while achieving modest growth from new business
development.  Moody's further expects that working capital and
profitability margins will be maintained at recent levels, as
adjusted for certain one-time and non-recurring items.

Wyle Holdings has recently signed an agreement to acquire RSIS.
Including the refinancing of certain Wyle indebtedness, the
transaction will be financed with a $200 million senior secured
first lien term loan, a $50 million senior secured second lien
term loan (unrated by Moody's) held by a financial sponsor, $31.5
million of holding company subordinated notes (unrated by Moody's)
held by RSIS's selling shareholders and total equity of about $50
million, including an additional investment from Wyle's majority
owner Littlejohn & Co., LLC.  A $30 million senior secured first
lien revolver is not expected to be drawn at close.

These ratings were assigned to Wyle Holdings, Inc.:

  -- Corporate Family Rating, B2
  -- Probability of Default Rating, B2

These ratings (assessments) were assigned to Wyle Laboratories,
Inc. and RSIS LLC (co-borrowers):

  -- $200 million senior secured first lien term loan due 2014,
     Ba3 (LGD3, 31%)

  -- $30 million senior secured first lien revolver due 2014,
     Ba3 (LGD3, 31%)

The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation.

Wyle Holdings, Inc. is a leading provider of engineering and
information technology services to the federal government.  About
two-thirds of the company's revenues are derived from the U.S.
Navy, NASA and the U.S. Air Force.  For the twelve months ended
Sept. 30, 2007, the company generated pro forma revenue of
approximately $800 million.


YRC WORLDWIDE: Reaches Tentative Pact with Teamsters
----------------------------------------------------
YRC Worldwide Inc. said last Thursday that its TMI member
subsidiaries have reached a tentative agreement with the
International Brotherhood of Teamsters on a new five-year labor
contract covering most dockworkers, drivers and certain other
union employees.  The present National Master Freight Agreement
expires March 31, 2008.

"The early outcome of these negotiations is positive for our
employees and positive for our customers," said Mike Smid,
President and CEO of YRC North American Transportation.  "With the
major hurdle of the NMFA behind us, we are now positioned to
remain competitive in a very challenging industry environment."

Trucking Management Inc. is the multi-employer bargaining
representative for these YRC Worldwide subsidiaries: Yellow
Transportation, Roadway and USF Holland.  The YRC Worldwide
subsidiary New Penn has also agreed to accept the terms of the
tentative agreement.  The agreement does not become effective
until ratification by the Teamster membership.

                      About YRC Worldwide

YRC Worldwide Inc. -- http://www.yrcw.com/-- (NASDAQ: YRCW)  
provides transportation service and is the holding company for a
portfolio of brands including Yellow Transportation, Roadway,
Reimer Express, YRC Logistics, New Penn, USF Holland, USF
Reddaway, and USF Glen Moore.  The enterprise provides global
transportation services, transportation management solutions and
logistics management.  The portfolio of brands represents a
comprehensive array of services for the shipment of industrial,
commercial and retail goods domestically and internationally.  
Headquartered in Overland Park, Kansas, YRC Worldwide employs
approximately 66,000 people.


YRC WORLDWIDE: Inks New Amendment to Receivables Purchase Pact
--------------------------------------------------------------
YRC Worldwide Inc. disclosed that it amended the Second Amended
and Restated Receivables Purchase Agreement in connection with its
asset-backed securitization facility to, among other things,
conform the financial covenant definitions in the Purchase
Agreement to the financial covenant definitions in the company's
Credit Agreement dated as of Aug. 17, 2007.

The ABS facility utilizes the accounts receivables of these
subsidiaries of the company:

    * Yellow Transportation, Inc.;
    * Roadway Express, Inc.;
    * USF Holland Inc.; and
    * USF Reddaway Inc.

Yellow Roadway Receivables Funding Corporation, a special purpose
entity and wholly owned subsidiary of the company, operates the
ABS facility.

Under the terms of the ABS facility, the relevant company
subsidiaries may transfer trade receivables to YRRFC, which is
designed to isolate the receivables for bankruptcy purposes.  A
third-party conduit must purchase from YRRFC an undivided
ownership interest in those receivables.  The percentage ownership
interest in receivables that the conduit purchases may increase or
decrease over time, depending on the characteristics of the
receivables, including delinquency rates and debtor
concentrations.

A copy of Amendment No. 4 to Second Amended and Restated
Receivables Purchase Agreement may be viewed for free at:

                 http://ResearchArchives.com/t/s?2669

                      About YRC Worldwide

YRC Worldwide Inc. -- http://www.yrcw.com/-- (NASDAQ: YRCW)  
provides transportation service and is the holding company for a
portfolio of brands including Yellow Transportation, Roadway,
Reimer Express, YRC Logistics, New Penn, USF Holland, USF
Reddaway, and USF Glen Moore.  The enterprise provides global
transportation services, transportation management solutions and
logistics management.  The portfolio of brands represents a
comprehensive array of services for the shipment of industrial,
commercial and retail goods domestically and internationally.  
Headquartered in Overland Park, Kansas, YRC Worldwide employs
approximately 66,000 people.


YRC WORLDWIDE: Poor Performance Cues S&P to Cut Rating to BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on YRC Worldwide Inc., to 'BB+' from 'BBB-'.  S&P removed
the ratings from CreditWatch, where they were placed with negative
implications on Oct. 29, 2007.  The outlook is negative.
      
"The rating actions reflect worse-than-expected financial
performance and operating profitability, weak credit metrics, and
concerns regarding YRC's near-term operating outlook.  The company
recently lowered its free cash flow guidance by 25% for full-year
2007 to $150 million-$175 million.  YRC has experienced meaningful
deterioration in earnings and cash flow because of the soft
freight environment and challenging conditions in the trucking
sector," said Standard & Poor's credit analyst Anita Ogbara.  "As
a result, we expect YRC's operating performance and financial
profile to remain weaker than previously expected."
     
Ratings on Overland Park, Kan.-based YRC Worldwide Inc. reflect
the company's satisfactory market position in the long-haul, less-
than-truckload trucking industry, which is more than offset by its
participation in the highly competitive and cyclical trucking and
logistics industries as well as its below-average profitability
relative to its peers.
     
YRC is the largest LTL trucking company in North America,
generating about $10.0 billion in annual revenues.  YRC competes
with the other large LTL companies\Arkansas Best Corp.
($1.8 billion in revenue) and Con-Way Inc. ($4.2 billion in
revenue)\and with numerous smaller long-haul and regional LTL
companies.  The trucking industry is cyclical and is capital
intensive, has relatively low margins because of the commodity
nature of the product, and is very price competitive.  Conditions
in the trucking sector have deteriorated over the past year and
will likely not improve materially over the near term, given the
slowing U.S. economy.  Still, S&P expect to see some improvement
in volumes and pricing during the latter half of 2008.
     
Total debt to EBITDA was about 3.3x as of Sept. 30, 2007.  
Standard & Poor's expects the company to reduce debt by at least
$100 million by fiscal year-end 2007.  Additionally, S&P expect
the company to refrain from significant shareholder-friendly
activities, such as large dividend payouts or share buybacks.  The
company has a share repurchase authorization of $100 million, of
which $45 million remains available for share repurchase.
     
S&P expect YRC's financial results to improve by late 2008 in
response to various operating initiatives and as the freight
environment improves.  S&P could lower the ratings if financial
results fail to improve and the expected improvement in credit
protection measures fails to materialize.  S&P could revise the
outlook to stable if YRC's credit metrics return to expected
levels, and the improvement appears sustainable.


* Fitch Says Housing Contraction to Extend to 2008
--------------------------------------------------
The housing contraction unexpectedly gained momentum in 2007 and
looks to extend, with some ferocity, at least well into 2008,
according to Fitch Ratings.

Affordability and wavering buyer confidence were the key issues in
2006, while significantly tighter mortgage standards (for subprime
and Alt-A) and disrupted mortgage markets were the 'other shoes to
drop' in 2007.  A continuation of these pressures and possible
tightening of the conforming loan market segment, as well as still
considerable inventories of new and existing homes for sale,
suggest another dismal year for housing in 2008.  If mortgage
rates should rise or credit terms further tighten, then Fitch's
housing forecast could turn even more pessimistic.  And, of
course, if the economy slides into recession then the downturn
would not only deepen, but possibly extend further into 2009.

Operational and financial pressures will persist and, perhaps,
intensify for the public homebuilders.  Yet homebuilders have to
successfully operate within this challenging environment or wither
away.  'Companies have to continue to downsize to the point where
they can remain profitable, excluding non-recurring real estate
charges, which means further cuts in staffing and other overhead,
as well as other cost reductions,' said Managing Director and lead
Homebuilding analyst Bob Curran.  'The public homebuilders cannot
significantly influence profitability, but they can manage their
balance sheets and their liquidity.'

Fitch believes that, overall, the U.S. homebuilding sector has
good liquidity, although some weaker companies face greater risk.  
Many companies in this sector have generated meaningful free cash
flows over the past twelve months, while terming out borrowings
and maintaining access to committed bank facilities which together
provide ample room to handle maturities and fund working capital
needs.  As compared to the last major housing downturn in the
latter 1980's into the early 1990's, leverage was lower during the
later part of this upcycle, at the peak and currently.  For the
majority of public homebuilders, debt composition 15-to-20 years
ago was mostly, or all, short-term construction loans and possibly
a secured credit line, while the debt is often weighted most
heavily to well laddered public debt, and, to a lesser degree, to
an unsecured revolving credit facility.  (All of the public
homebuilders in Fitch's coverage have unsecured revolving credit
facilities except for Beazer Homes USA and TOUSA, Inc., which have
secured revolving credit facilities.)

Fitch will continue to assess each homebuilder's approach and
performance relating to land and development spending, balance
sheet contraction, free cash flow generation and debt reduction in
consideration of its ratings, as well as builders' credit metrics,
liquidity, size, geographic and product diversification, margins,
frequency and size of real estate write-downs and option write-
offs, etc.

The Rating Outlook for the Homebuilding sector is Negative.

Fourth-quarter 2007 (4Q'07) and calendar 2008:

The Outlook for U.S. GDP growth depends critically on the path for
consumption. Probably the single most important driver will be the
state of the labor market.  The Dec. 7 payroll release showed a
94,000 increase in non-farm jobs in November, but the trend has
been erratic in recent months, especially since June.  Job growth
has fallen to a level which is consistent with below trend GDP
growth and probably rising unemployment.

Increasing uncertainty about income prospects and job security    
- as reflected in the weakening of consumer confidence indicators
- is likely to take a toll on consumer spending. Employment growth
has been a key support to the consumer outlook in the face of
pressures from the housing market and debt servicing and current
and expected volatility and deterioration comes just as these
other pressures are intensifying.  Various national house price
measures are now showing sizeable annual declines in nominal terms
which will reduce net wealth and further reduce possibilities for
home equity extraction.

And despite Fed rate cuts (including 25 basis points on Dec. 11)
and stable to lower prime mortgage rates, debt servicing pressures
are set to rise as borrowers who took out mortgages in 2005 and
2006 with lower rates for the initial two years face upward resets
- a shock which the IMF estimates will be equivalent to a 0.4%
decline in disposable income.  Moreover, financial market turmoil
over the summer resulted in a decline in the supply of new
consumer and housing credit.  The October Fed survey of loan
officers shows that commercial banks have substantially tightened
lending standards in all major components of the home mortgage
market.  Consumption is expected to slow in the 4Q'07 and into
2008 and to grow by just 1% in 2008 as a whole.  This would be the
lowest growth rate since the 0.2% recorded in 1991.

Even allowing for some pick up in government expenditure, domestic
demand is forecast to grow by just over 1% in 2008, similar to the
rate seen in 2001.  The gap between domestic demand and GDP growth
points to the role of net trade as a key support for growth.  
While recent trade data have been erratic, the pattern of strong
export performance - running at about 10% per annum in terms of
volume indices for goods - and a sharp slowdown in imports is well
established.  Export growth may moderate a little in the face of
weaker growth elsewhere but with the dollar down sharply in real
effective terms so far this year and the high import propensity of
U.S. demand, net trade should make a sizeable positive
contribution to growth in 2008.

Public policy responses will also likely support growth.  The
aggressive Fed easing so far and anticipated should help to head
off a more pronounced retrenchment by the household sector and
underpin corporate spending, while some measures have been
announced to ease the household sector's financial burden.  
Following recent improvements in the fiscal deficit there may also
be scope for higher public spending and tax cuts.  However the
impact of policy adjustments may not be felt until the second half
of 2008.  Quarterly GDP growth is expected to fall to 0.2% in
fourth quarter-2007 - with domestic demand virtually flat - before
recovering towards the middle of 2008.  This translates to GDP
growth of 1.7% in 2008 as a whole.

The Fed implemented quarter point cuts in both the federal funds
rate and the discount rate at the end of October, following half
point cuts enacted at the September FOMC (Federal Open Market
Committee) meeting. On Dec. 11, the Fed cut the federal funds rate
by a quarter point to 4.25% and lowered the discount rate, the
rate it charges to lend directly to banks, by 25 basis points to
4.75%.  Fed officials signaled that further cuts are possible if
the severe downturn in housing and the crisis in mortgage lending
worsen.  The FOMC noted that some inflation risks remain and it
will continue to monitor inflation developments carefully.  30-
year fixed mortgage rates, which averaged 6.4% in 2006, up 50 bps
compared to 2005, should be down slightly in 2007 and moderately
decrease in 2008.

With distinct weakness in many business sectors in 2001, 2002 and
2003, construction and housing in particular stood out as bulwarks
of the economy.  The combination of consumption and private
investment spending on housing represented about 15% of GDP in
2001 and close to that percentage in 2002 and 2003.  In a more
broadly growing economy, housing was still a significant, positive
stimulant in 2004 and in 2005.  That was not the case in 2006, and
certainly not in 2007.

For 2007 as a whole, real GDP should advance 2.3% with consumption
(plus 3.1%) and exports (plus 6.7%) providing the impetus.  
Inflation (as represented by CPI) is expected to moderate from
3.2% in 2006 to 2.5% in 2007.  10-year bond yields should average
about 10 basis points lower than last year.

Fitch's forecast for the housing sector became more bearish as
2007 evolved.  This is principally due to the impact from even
tighter credit standards for homebuyers and the effect of
disruptions in the secondary markets for subprime, Alt-A and Jumbo
mortgages.  Looking ahead, should mortgage rates rise, new
mortgage underwriting standards will mean a more expensive
mortgage or the inability to qualify for a mortgage, depending on
one's financial position and credit history.

Of course, most potential homebuyers, absent any real urgency to
buy, are deferring the purchase decision, concerned that selling
their existing home at a fair price may be challenging, and
fearing that real home prices might further decline as builders
increase the level of incentives being offered to the advantage of
those who wait to buy.

Total housing starts are forecast to be 1.37 million in 2007,
23.9% lower than in 2006.  Single family starts are expected to be
1.06 million, down 27.4% as compared to a year ago.  Multi-family
starts should decrease 8.8% to 310,000.  New single family home
sales should fall 23.9% to 800,000, while existing home sales ease
12.7% to 5.66 million.

For the full year of 2007, production, as represented by housing
starts, is expected to fall slightly faster than sales, but
unfortunately the supply of homes is expected to still be
excessive entering 2008.

The average single family new home price is expected to drop 2% in
2007, while the median new home price slips 1%.  The 'real' price
reductions surely are larger than shown by the government's
published transaction prices as, for example, sales incentives are
not included.  However, in 2007 a greater portion of the 'real'
price reduction was due to overt sales price decreases than was
the case in 2006.  Unfortunately, home prices have not yet reached
market-clearing levels in most places.  Home prices definitely had
been 'sticky' on the downside, at least until recently.  This is a
similar pattern to price behavior exhibited in earlier major
housing corrections.

Fitch is forecasting a growing economy in 2008, although still
below historic trend line.  Real GDP is forecast to only grow
1.7%, paced by healthy exports (plus 6.6%), a slight rebound in
investment (plus 1%) and modest consumption (plus 1%).  Inflation
is expected to slow to 2% from 2.5% in 2007.  Interest rates are
expected to slightly recede.

The modestly expanding economy will aid the housing sector in
2008, but will not be robust enough to counter continuing negative
buyer psychology, and tight credit qualification standards.  Fitch
is now depicting two housing scenarios for 2008.  Although the
economy isn't likely to fluctuate much off the base case (scenario
1), housing metrics are potentially much more variable.  Fitch has
estimated the probability of scenario 1 as 60% with scenario 2
(the weaker case) as 40%.

In Fitch's base case, total housing starts are projected to fall
13.9% to 1.18 million with single family volume declining 15.1% to
900,000.  New home sales are forecast to decrease 5% to 760,000,
while existing home sales slip 8% to 5.2 million.

Average and median single family new home prices are projected to
fall 3% and 2%, respectively, in 2008.  However, the combination
of overt price decreases and sales incentives should represent a
less significant percentage of the base home price next year than
was the case in 2007.

Implications for the Companies and the Ratings:

Through the three quarters of calendar 2007 builder revenues are
down about 25%, home deliveries are off 27%, and EBTIDA margins
(before non-recurring, non-cash real estate charges) are 660 basis
points lower than year earlier levels.  Net new unit orders are
down 21%, on average, and unit backlog at the conclusion of the
third quarter, on average, is 37% beneath year earlier levels.

These companies have been contracting staffing as demand has
evaporated with personnel typically down 30-35% as compared to
year end 2005.  Just as important, builders have been reducing
inventories in 2007, down 23% on average as of the end of the
3Q'07 as compared to the peak quarter end in 2006.  The companies
have lowered debt - on average 21% since the peak last year.  Free
cash flow comparisons have generally improved.

Credit metrics are considerably lesser than at this time last
year.  Even debt/capitalization ratios have modestly deteriorated
for the majority of builders when compared to September 2006,
largely as a result of erosion in shareholders' equity from
sizeable real estate charges.

Given Fitch's adjusted macro forecasts for the balance of 2007 and
2008, it appears likely that builders' financial pressures will
continue unabated.  For the full year of 2007 homebuilders'
revenues could drop 30%, on average, while pretax profits, before
real estate charges, could plummet 75-80%.

Price competition will likely persist at current levels well into
2008.  Consequently, margins will remain under pressure and more
land value write downs are a distinct possibility.  However, fewer
option write-offs are likely.

Deterioration in credit metrics will continue during the fourth
quarter of 2007 and next year, particularly for profit related
metrics.  Tangible net worth covenants will be challenged.

Most of the public builders that Fitch tracks have negotiated new
revolving credit agreements or amendments to existing agreements
that should prevent the companies from violating interest coverage
covenants in the fourth quarter of 2007 and into 2008.  Some have
also secured adjustments in covenants applicable to speculative
inventories and tangible net worth.  The few remaining builders
that haven't changed their covenants may yet have to do so in
2008.  Some builders may have to revisit their bank syndicates and
request further covenant adjustments in 2008.

If Fitch's year-end forecast for 2007 is correct, then 2008 will
start off with still considerable inventory over-hang.  Should the
Fitch base case prove out, then new home sales comparisons would
likely bottom late in 2008 with housing starts bottoming three-to-
six months later.  If scenario two prevails, then new home sales
and starts would be under greater pressure in 2008 and not bottom
until mid-2009.

There is a high probability that public builders' revenues and
profits will fall further in 2008 and drop rather sharply from
already depressed levels.

Credit pressures will continue.  It will be imperative that
builders continue to contract their balance sheets, further
reducing land and development spending.  Even more aggressive
pricing may be necessary to lower inventories, especially specs.  
Positive free cash flow comparisons should result as well as
improved liquidity.

Fitch expects homebuilders to reduce debt where possible and to
exercise restraint as to share repurchase, dividends and
acquisitions in these uncertain times.

Although some builders have been more proactive than others in
reducing inventories and lowering debt levels, most, in
retrospect, started relatively late during this cyclical downturn.

Fitch rates the builders within the context of a typical cycle. In
the midst of an untypical upcycle, as took place in the 1992-2005
period, a number of builders realized higher credit ratings.  
Conversely, in this sharper than expected contraction, which now
appears will last longer, and as builders' credit metrics are
likely to be even more stressed, ratings have been downgraded.  
There is potential for further downgrades due to 'macro economic
and/or housing events' as well as company specific situations.

This is a list of Fitch-rated issuers and their current Issuer
Default Ratings in the U.S. homebuilding sector:

  -- Beazer Homes U.S.A., ('BB-'; Rating Watch Negative);
  -- Centex Corp. ('BBB'; Outlook Negative);
  -- D.R. Horton, Inc. ('BBB-'; Outlook Negative);
  -- Hovnanian Enterprises, Inc. ('BB-'; Outlook Negative);
  -- KB Home ('BB+'; Outlook Negative);
  -- Lennar Corporation ('BBB'; Outlook Negative);
  -- M.D.C. Holdings, Inc. ('BBB'; Outlook Negative);
  -- M/I Homes, Inc. ('BB-', Outlook Negative);
  -- Meritage Homes Corp ('BB-'; Outlook Negative);
  -- NVR, Inc. ('BBB'; Outlook Stable);
  -- Pulte Homes, Inc. ('BBB'; Outlook Negative);
  -- Ryland Group, Inc. ('BBB-'; Outlook Negative);
  -- Standard Pacific Corp. ('BB-'; Outlook Negative);
  -- TOUSA, Inc. ('C'; Rating Watch Negative);
  -- Toll Brothers, Inc. ('BBB'; Outlook Negative).


* Fitch Believes Gaming Issuers Can Manage Credit Profiles
----------------------------------------------------------
Within the context of a modestly decelerating economy that could
continue to deteriorate in 2008, Fitch believes issuers within its
Gaming, Lodging & Leisure portfolio have the ability to manage
credit profiles amid weakening consumer trends and generally
maintain credit ratings in the upcoming year.  Fitch expects
nominal and real GDP growth of 3.7% and 1.7% growth, respectively,
and expects some adverse economic trends to continue to affect
consumers, including high energy costs, a weak housing sector, and
deteriorating employment trends.  Such trends could result in
eroding consumer confidence and spending in 2008 with lower-end
consumers likely to be more affected than higher-end consumers.

Casino and cruise line consumers have higher-than-average income
levels, which should help financial performance of those sub-
sectors in 2008 relative to others that target a mid-to-lower
income consumer, such as regional theme parks.  In addition,
casino and cruise line consumers are often empty-nest retirees who
will likely feel less economic pressure than younger consumers.  
Lodging companies' performance within the Fitch-rated portfolio
should benefit from being more exposed to the corporate sector,
although Fitch does expect pressure on business travel in 2008 and
some non-Fitch rated lodging companies may be more sensitive to
consumer weakness.

2008 Credit Outlook

Since the industry is highly capital intensive, credit
fundamentals and metrics for gaming operators in 2008 are more
tied to specific issuers' development pipelines than to economic
sensitivity.  That said, while the gaming industry has
historically performed well in economic downturns, Fitch believes
it is likely to be more economically sensitive in the future due
to the secular growth of discretionary, non-gaming amenities at
casino locations in recent years.

The lodging industry has historically been more economically
sensitive than the gaming industry, which could result in some
operating pressure if the economy slows more dramatically than
expected or dips into a recession.  However, in the absence of a
dramatic economic slowdown, the supply/demand environment remains
favorable for 2008.  Fitch does expect business travel demand
patterns to soften early in 2008 in response to weaker corporate
profits. Corporate travel demand softening is likely to be most
acute among financial services firms, where weaker earnings and
reduced deal activity could pressure corporate travel budgets
through much of 2008.  As a result, there could be some operating
pressure on the lodging companies' 2008 outlooks, which currently
call for RevPAR growth roughly in the 5%-8% range.  Even if that
RevPAR range is pressured, the effect will be offset by tame
supply growth that is below its historical average of 2%.

With most of the Fitch-rated Gaming, Lodging & Leisure portfolio
having Stable Outlooks, Fitch does not anticipate a high number of
rating actions in 2008.  Liquidity in the sector remains solid,
providing financial flexibility for companies in the sector with
significant capital expenditure programs, which should mitigate
downside rating pressure.  Sub-sectors that could generate strong
free cash flow such as lodging, cruise lines and Native American
gaming issuers are more inclined to return cash to
shareholders/make cash distributions, which will likely limit
upside rating potential.

The current credit environment is likely to somewhat limit event
risk and debt issuance in the sector due to the higher cost of
capital, although well-capitalized companies/sponsors may remain
active.  Investment grade issuers in the sector that have
successfully placed debt since September include Marriott,
Starwood, and Seminole Tribe of Florida.  Blackstone closed its
Hilton Hotels LBO transaction in less than four months on
Oct. 24, 2007 despite the current credit environment.  Although
the bulk of the deal has not been syndicated yet, Blackstone did
privately place $500 million of senior unsecured floating-rate
notes used to repay some of the mezzanine loans related to the
transaction.

Liquidity Remains Solid

In order to manage the volatility of the casino development cycle,
Fitch views solid liquidity and access to capital markets as a key
credit consideration.  Rising construction and development costs
are expected to continue to have an impact on gaming project
budgets in 2008.  Many of the corporate gaming issuers rated by
Fitch have extensive development and project pipelines that will
require a significant amount of capital funding, often resulting
in negative free cash flow.  Despite this concern, Fitch believes
that adequate liquidity exists for corporate gaming issuers in its
rated portfolio because debt maturities are mostly limited; there
is adequate availability and time to expiration on credit
revolvers; and operations are solid and producing stable cash flow
before capital expenditures, the timing of which can be somewhat
flexible.

For Native American gaming operators, liquidity is typically more
limited but internal free cash flow generation is often more
robust.  The lack of bullet maturities given the level debt
service structures of most deals in the Fitch-rated Native
American gaming portfolio, and less extensive capital development
pipelines offset a more limited liquidity profile.

The lodging industry is also somewhat capital intensive, although
less so than the gaming industry.  Lodging issuers with business
models that have a greater emphasis on the management/franchise
fee business relative to hotel ownership generate more stable cash
flows and have less capital expenditure obligations, thereby
requiring less liquidity.

Weak U.S. Dollar Could Continue to Attract Foreign Capital

The weak U.S. dollar has attracted foreign investment into the
U.S. gaming industry supporting valuations and Las Vegas real
estate value.  Fitch expects that trend to continue in 2008 given
expectations for secular U.S. dollar weakness.  Foreign gaming
companies such as PBL/Crown Ltd have invested in projects such as
Fontainebleau on the Las Vegas Strip and just announced a $1.8
billion purchase of Cannery Casino Resorts LLC.  Dubai World
invested in MGM MIRAGE's CityCenter project and purchased a stake
in MGM which it aims to increase.  Israeli investors paid nearly
$35 million per acre for Las Vegas Strip land with plans to
redevelop.

Gaming Trends in 2008

Despite the economic challenges to the consumer and an increase in
smoking bans in certain markets, gaming revenues have held up
reasonably well in 2007.  Gaming revenues in major jurisdictions
with publicly available information increased roughly 7% year-to-
date through October 2007 fueled by new commercial gaming states
such as Pennsylvania and Florida, as well as a ramp up in the New
York video lottery terminal  market.  Excluding those three newer
markets, gaming revenues in more mature jurisdictions still
increased roughly 2%-3% year-to-date despite markets such as
Atlantic City and Connecticut being hit by the new competition
from Pennsylvania and New York.  Those markets are likely to
continue to feel pressure in 2008.

In 2008, Fitch expects revenues in established jurisdictions will
be pressured from the consumer impacts of a weakening economy and
the further proliferation of smoking bans, which Fitch views as a
secular challenge to the industry.  Due to their sovereign status,
Native American gaming operators are able to avoid the latter
challenge.  In recent years, growth in Native American gaming
revenues has outpaced growth in commercial gaming revenues.  Fitch
expects this trend to continue in 2008, with Native American
gaming narrowing the gap between the two market segments.  There
has been some recent evidence that the economic slowdown has begun
to affect the industry, and this is incorporated into Fitch's 2008
outlook of low-to-mid-single-digit revenue growth.

Las Vegas visitation and revenue trends have historically been
driven by clusters of new casino-resort supply.  Las Vegas supply
growth will remain below average in 2008 and will not increase
significantly until 2009-2010 with high profile openings such as
Wynn Encore, CityCenter, and Boyd's Echelon.  The imminent opening
of Las Vegas Sands' Palazzo on Dec. 20 will be the first major
opening since Wynn Las Vegas in April 2005.  However, the economic
slowdown in the U.S. and the increase of significant new supply in
Macau is likely to keep Las Vegas visitation and revenue trends
modest in 2008.  As a result, Fitch expects Las Vegas revenue
growth in the low-to-mid-single-digit range until the impact of a
new supply cluster toward the end of the decade.

International growth will continue to trend higher than domestic
growth in 2008, particularly in Macau, which has overtaken the Las
Vegas Strip as the world's largest gaming market.  Macau revenues
increased 48% year-to-date 2007 and Fitch expects the strong
growth trend will continue in 2008, driven in part by the
development of the Cotai Strip.  Wynn Resorts and Las Vegas Sands'
credit have the most exposure to international growth.

Regulatory Issues in 2008

Due to the highly regulated nature of the gaming industry,
regulatory risk remains a significant credit consideration
particularly with respect to the tax/revenue sharing environment
and gaming expansion.

Notable regulatory issues to monitor in 2008 that could affect the
credit quality of gaming issuers include a proposal for a 3-
percentage point increase in the Nevada gaming tax, a proposal to
award three Massachusetts casino licenses, proposals for gaming
expansion in Illinois including the potential auctioning of the
state's 10th gaming license, and the awarding of Kansas gaming
licenses that are currently in the bidding stage.

In addition, there are a number of regulatory issues to monitor in
2008 related to Native American gaming including the challenge of
newly signed gaming compacts in California and Florida, the
potential for legislative changes to the Indian Gaming Regulatory
Act, and proposed revisions to Class II gaming standards.

Gaming Sub-Sector Outlooks

Corporate Gaming Operator Sub-Sector (Stable Outlook):
Historically, corporate gaming operators have performed
comparatively well when the economy slows, which should help
relative credit profiles in 2008 and support Fitch's stable
outlook.  However, economic sensitivity going forward is likely to
be greater than historical trends due to the secular growth in
recent years of discretionary, non-gaming amenities at casino
locations, in Fitch's view.  Capital requirements for project
pipelines and other gaming investment opportunities are likely to
prevent much upside rating potential for the sub-sector, while
solid liquidity should provide enough financial flexibility to
prevent downside rating pressure.

Native American Gaming Operator Sub-Sector (Stable Outlook):
Fitch's stable outlook is supported by the highly attractive
competitive environment and protected market of many Native
American gaming operations that could prove to be a benefit in a
slowing economic environment.  There should be less pressure to
increase promotional costs relative to commercial operations in
highly competitive markets.  Fitch expects the Native American
gaming sector to show continued diversification in 2008, with an
increasing portion of revenues from non-gaming sources and off-
reservation gaming operations.

Gaming Supplier Sub-Sector (Stable Outlook):
Fitch has a stable outlook for ratings in this sub-sector.  The
product portfolios of most 2nd-tier suppliers have improved
significantly in recent years, thereby increasing competitiveness
with market leader IGT.  The industry will enter a new technology-
driven upcycle in the next 12-24 months with the onset of server-
based gaming, which could drive an accelerated replacement cycle
and benefit all suppliers.  However, IGT's market share has
historically benefited when the industry enters a new replacement
cycle, which poses risk to 2nd-tier suppliers.

Lodging Sector Outlook (Stable Outlook)

With a stable outlook on ratings in the lodging sector, Fitch
believes the operating environment for lodging companies is likely
to remain positive in 2008 given an attractive supply/demand
outlook even in a modestly decelerating economy with some pressure
on business travel demand.  The industry has had only three years
of RevPAR declines in the last 20 years and supply growth is
expected to remain below its historical average of 2% in 2008.  
Although companies may have the ability to improve their credit
profiles, Fitch believes upside rating potential will be limited
by capital allocation decisions that appear to be biased toward
returning cash to shareholders.

Leisure Sub-Sector Outlooks

Cruise Lines (Stable Outlook):

Cruise lines have performed well historically in challenging
economic times and responded well to travel demand shocks.  This
resiliency is due to a favorable value relative to land-based
vacations and ownership of mobile assets.  In 2008, early
indications on demand are positive with a firming of some
Caribbean softness seen in 2007 and continued strong European
demand.  As a result, the industry appears poised to show positive
net yield growth despite 6%-9% capacity growth, although the heavy
booking season occurs from January-March, so that outlook could
change in the next three months.  The industry should continue to
benefit in the current environment from increasing international
exposure and a focus on a higher-end consumer.  Cruise lines
recently implemented a broader fuel surcharge, which should help
mitigate continued fuel cost pressure.  However, it remains to be
seen if it will have a material negative effect on demand.  A bias
toward returning excess cash to shareholders is likely to limit
upside rating potential.

Theme Parks (Stable Outlook):

Theme park performance is highly susceptible to cyclical factors,
and if the economy slips into a recession, theme park attendance
could be negatively affected.  In a full-fledged downturn
attendance could be down 10%-20%, pricing could slip slightly and
EBITDA would likely be down more than 2 times the percentage
decline in revenue.  Given the solid margins (mid-to-high 20%
range) and maintenance capital expenditures at around 5% of
revenue, Fitch would not expect theme parks to drop below EBITDA
less maintenance capex - breakeven in a downturn, but highly
leveraged companies would not cover interest expense.

Fitch-Rated Issuers

Corporate Gaming (IDR)

  -- Harrah's Entertainment ('BB+'/Negative Watch)
  -- MGM MIRAGE ('BB'/Outlook Stable)
  -- Boyd Gaming ('BB-'/Outlook Stable)
  -- Pinnacle Entertainment ('B'/Outlook Stable)
  -- Bally Technologies ('B-'/Outlook Stable)

Native American Gaming (Issuer Rating)

  -- Seminole Tribe of Florida ('BBB-'/Outlook Positive)
  -- Agua Caliente Band of Cahuilla Indians, CA ('BBB-'/
     Outlook Stable)
  -- San Manuel Entertainment Authority, CA ('BBB-'/Outlook
     Stable)
  -- Pueblo of Santa Ana, NM ('BB'/Outlook Stable)
  -- Laguna Development Corp., NM ('BB-'/Outlook Stable)
  -- Quechan Tribe of the Fort Yuma Indian Reservation ('BB-'/
     Outlook Stable)
  -- Cow Creek Band of Umpqua Indians, OR ('B+'/Outlook Stable)

Lodging (IDR)

  -- Marriott International ('BBB'/Outlook Stable)
  -- Starwood Hotels and Resorts Worldwide ('BBB-'/Outlook
     Stable )
  -- Host Hotels & Resorts, Inc. ('BB+'/Outlook Stable)

Leisure (IDR)

  -- Carnival Corp. and plc ('A-'/ Outlook Stable)
  -- Six Flags ('B-' Negative Outlook);


* ABI Study Shows Examiners Found to Drive Up Bankruptcy Costs
--------------------------------------------------------------
A new study done by the American Bankruptcy Institute found out
that bankruptcy court-appointed examiners and investigators
substantially add to the costs of a bankruptcy reorganization, the
Associated Press reports.

According to the study, examiner expenses costs an additional
$515,000.  The study also found out that bankruptcy cases in 2004
reflected examiner costs ranging from around $20,000 to $2
million.  "Examiner professionals seem to add the most cost to the
Chapter 11 process," the AP says, citing the study.

Examiners are usually appointed to investigate alleged
mismanagement and fraud done by a debtor company or its
affiliates, or to analyze professional fees.

The study was conducted by Stephen J. Lubben, a law professor at
Seton Hall University.  Mr. Lubben, the AP states, expressed that
appointing examiners may not be a "bargain", and apparently does
not help in lowering down bankruptcy costs.

"They're not meant to add value... it's like buying an insurance
policy," the AP quotes Deirdre Martini, a CIT Group Inc.
restructuring consultant, as saying.

Mr. Lubben's study indicated that examiner costs are greater in
large, publicly-traded companies. In a study of 99 debtor
companies, examiner costs averaged approximately $940,000, the AP
says.  Fee examiners and auditors command costs at an average of
$69,000 for all cases, and $72,000 in large bankruptcy filings.


* BOND PRICING: For the Week of Dec. 10 - Dec. 14, 2007
-------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Alesco Financial                      7.625%  05/15/27     66
Alltel Corp                           6.800%  05/01/29     69
Ambac Inc                             6.150%  02/15/37     68
Ambassadors Intl                      3.750%  04/15/27     69
Amer & Forgn Pwr                      5.000%  03/01/30     62
Amer Color Graph                     10.000%  06/15/10     62
Amer Pad & Paper                     13.000%  11/15/05      0
Americredit Corp                      0.750%  09/15/11     59
Americredit Corp                      0.750%  09/15/11     64
Americredit Corp                      2.125%  09/15/13     59
Ames True Temper                     10.000%  07/15/12     65
Antigenics                            5.250%  02/01/25     62
Archibald Candy                      10.000%  11/01/07      0
Arvinmeritor Inc                      4.000%  02/15/27     71
Ashton Woods USA                      9.500%  10/01/15     75
At Home Corp                          4.750%  12/15/06      0
Ata Holdings                         12.125%  06/15/10      0
Atherogenics Inc                      1.500%  02/01/12     17
Atherogenics Inc                      4.500%  03/01/11     36
Bank New England                      8.750%  04/01/99      9
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      7
BankUnited Cap                        3.125%  03/01/34     65
BBN Corp                              6.000%  04/01/12      0
Bearingpoint Inc                      2.750%  12/15/24     67
Beazer Homes USA                      4.625%  06/15/24     72
Beazer Homes USA                      6.500%  11/15/13     72
Beazer Homes USA                      6.875%  07/15/15     71
Beazer Homes USA                      8.125%  06/15/16     73
Beazer Homes USA                      8.375%  04/15/12     74
Beazer Homes USA                      8.625%  05/15/11     75
Borden Inc                            7.875%  02/15/23     74
Bowater Inc                           6.500%  06/15/13     69
Bowater Inc                           9.375%  12/15/21     72
Buffets Inc                          12.500%  11/01/14     47
Burlington North                      3.200%  01/01/45     55
Calpine Gener Co                     11.500%  04/01/11      3
Central Tractor                      10.625%  04/01/07      0
Charming Shoppes                      1.125%  05/01/14     72
Charter Comm Inc                      6.500%  10/01/27     67
CIH                                   9.920%  04/01/14     62
CIH                                  10.000%  05/15/14     64
CIH                                  11.125   01/15/14     64
Clark Material                       10.750%  11/15/06      0
Claire's Stores                       9.250%  06/01/15     74
Claire's Stores                      10.500%  06/01/17     62
Clear Channel                         4.900%  05/15/15     75
Coinmach Service                     11.000%  12/01/24      1
Collins & Aikman                     10.750%  12/31/11      2
Columbia/HCA                          7.500%  11/15/95     75
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     55
CompuCredit                           5.875%  11/30/35     49
Compudyne Corp                        6.250%  01/15/11     75
Constar Intl                         11.000%  12/01/12     70
Countrywide Cap                       8.050   06/15/27     74
Countrywide Finl                      4.500%  06/15/10     72
Countrywide Finl                      5.800%  06/07/12     74
Countrywide Finl                      6.000%  03/23/21     70
Countrywide Finl                      6.000%  12/14/35     57
Countrywide Finl                      6.250%  05/15/16     59
Countrywide Finl                      6.300%  04/2836      56
Countrywide Home                      4.000%  03/22/11     72
Countrywide Home                      4.125%  09/15/09     75
Countrywide Home                      6.000%  01/24/18     61
Countrywide Home                      6.150%  06/25/29     58
Countrywide Home                      6.200%  07/16/29     58
Crown Cork & Seal                     7.500%  12/15/96     75
Curagen Corp                          4.000%  02/15/11     71
Dana Corp                             5.850%  01/15/15     72
Dana Corp                             6.500%  03/01/09     74
Dana Corp                             7.000%  03/15/28     72
Dana Corp                             7.000%  03/01/29     73
Dana Corp                             9.000%  08/15/11     70
Decode Genetics                       3.500%  04/15/11     68
Decode Genetics                       3.500%  04/15/11     67
Delta Air Lines                       8.000%  12/01/15     66
Delta Mills Inc                       9.625%  09/01/07     15
Delphi Corp                           6.197%  11/15/33     33
Delphi Corp                           6.500%  08/15/13     66
Delphi Corp                           8.250%  10/15/33     36
Dura Operating                        8.625%  04/15/12     28
Dura Operating                        9.000%  05/01/09      1
Encysive Pharma                       2.500%  03/15/12     52
Epix Medical Inc                      3.000%  06/15/24     68
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14      8
Finlay Fine Jwly                      8.375%  06/01/12     68
Finova Group                          7.500%  11/15/09     17
Ford Motor Co                         6.375%  02/01/29     68
Ford Motor Co                         6.500%  08/01/18     72
Ford Motor Co                         6.625%  02/15/28     66
Ford Motor Co                         6.625%  10/01/28     66
Ford Motor Co                         7.125%  11/15/25     67
Ford Motor Co                         7.400%  11/01/46     66
Ford Motor Co                         7.450%  07/16/31     74
Ford Motor Co                         7.500%  08/01/26     70
Ford Motor Co                         7.700%  05/15/97     67
Ford Motor Co                         7.750%  06/15/43     68
Ford Motor Cred                       5.650%  01/21/14     73
Ford Motor Cred                       5.750%  01/21/14     75
Ford Motor cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  01/21/14     75
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  11/20/14     72
Ford Motor Cred                       6.000%  11/20/14     75
Ford Motor Cred                       6.000%  01/20/15     71
Ford Motor Cred                       6.000%  02/20/15     75
Ford Motor Cred                       6.050%  03/20/14     74
Ford Motor Cred                       6.050%  02/20/15     70
Ford Motor Cred                       6.100%  02/20/15     73
Ford Motor Cred                       6.250%  03/20/15     75
Ford Motor Cred                       6.300%  05/20/14     74
Ford Motor Cred                       6.300%  05/20/14     74
Ford Motor Cred                       6.500%  02/20/15     72
Ford Motor Cred                       7.250%  07/20/17     73
Ford Motor Cred                       7.250%  07/20/17     73
Ford Motor Cred                       7.500%  08/20/32     72
General Motors                        6.750%  05/01/28     69
General Motors                        7.375%  05/23/48     69
General Motors                        7.400%  09/01/25     72
Georgia Gulf Crp                     10.750%  10/15/16     70
GMAC                                  5.250%  01/15/14     73
GMAC                                  5.350%  01/15/14     74
GMAC                                  5.700%  06/15/13     75
GMAC                                  5.700%  12/15/13     75
GMAC                                  5.850%  06/15/13     73
GMAC                                  5.850%  06/15/13     73
GMAC                                  5.850%  06/15/13     66
GMAC                                  5.900%  01/15/19     67
GMAC                                  5.900%  01/15/19     61
GMAC                                  5.900%  02/15/19     65
GMAC                                  5.900%  10/15/19     65
GMAC                                  6.000%  07/15/13     73
GMAC                                  6.000%  12/15/13     72
GMAC                                  6.000%  02/15/19     70
GMAC                                  6.000%  02/15/19     68
GMAC                                  6.000%  02/15/19     68
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     71
GMAC                                  6.000%  03/15/19     67
GMAC                                  6.000%  03/15/19     67
GMAC                                  6.000%  04/15/19     66
GMAC                                  6.000%  09/15/19     61
GMAC                                  6.000%  09/15/19     63
GMAC                                  6.050%  08/15/19     64
GMAC                                  6.050%  08/15/19     68
GMAC                                  6.050%  10/15/19     66
GMAC                                  6.100%  11/15/13     65
GMAC                                  6.100%  09/15/19     68
GMAC                                  6.125%  10/15/19     61
GMAC                                  6.150%  11/15/13     65
GMAC                                  6.150%  12/15/13     64
GMAC                                  6.150%  08/15/19     66
GMAC                                  6.150%  09/15/19     67
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     72
GMAC                                  6.200%  04/15/19     65
GMAC                                  6.250%  07/15/13     74
GMAC                                  6.250%  11/15/13     69
GMAC                                  6.250%  12/15/18     69
GMAC                                  6.250%  01/15/19     65
GMAC                                  6.250%  04/15/19     73
GMAC                                  6.250%  05/15/19     68
GMAC                                  6.250%  07/15/19     65
GMAC                                  6.300%  11/15/13     74
GMAC                                  6.300%  08/15/19     65
GMAC                                  6.300%  08/15/19     68
GMAC                                  6.350%  04/15/19     66
GMAC                                  6.350%  07/15/19     65
GMAC                                  6.350%  07/15/19     66
GMAC                                  6.375%  08/01/13     68
GMAC                                  6.400%  12/15/18     69
GMAC                                  6.400%  11/15/19     66
GMAC                                  6.400%  11/15/19     69
GMAC                                  6.500%  05/15/12     72
GMAC                                  6.500%  06/15/12     73
GMAC                                  6.500%  06/15/12     72
GMAC                                  6.500%  02/15/13     74
GMAC                                  6.500%  06/15/13     68
GMAC                                  6.500%  11/15/13     74
GMAC                                  6.500%  06/15/18     68
GMAC                                  6.500%  11/15/18     70
GMAC                                  6.500%  12/15/18     70
GMAC                                  6.500%  12/15/18     67
GMAC                                  6.500%  05/15/19     67
GMAC                                  6.500%  01/15/20     66
GMAC                                  6.500%  02/15/20     66
GMAC                                  6.550%  12/15/19     69
GMAC                                  6.600%  06/15/12     73
GMAC                                  6.600   06/15/12     73
GMAC                                  6.600%  08/15/16     72
GMAC                                  6.600%  05/15/18     68
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.600%  06/15/19     68
GMAC                                  6.650%  06/15/18     67
GMAC                                  6.650%  10/15/18     70
GMAC                                  6.650%  10/15/18     71
GMAC                                  6.650%  02/15/20     69
GMAC                                  6.700%  07/15/12     73
GMAC                                  6.700%  05/15/14     73
GMAC                                  6.700%  06/15/14     73
GMAC                                  6.700%  06/15/18     71
GMAC                                  6.700%  06/15/18     69
GMAC                                  6.700%  11/15/18     67
GMAC                                  6.700%  06/15/19     71
GMAC                                  6.700%  12/15/19     70
GMAC                                  6.700%  06/15/14     72
GMAC                                  6.750%  07/15/16     72
GMAC                                  6.750%  08/15/16     72
GMAC                                  6.750%  09/15/16     74
GMAC                                  6.750%  06/15/17     72
GMAC                                  6.750%  03/15/18     68
GMAC                                  6.750%  07/15/18     71
GMAC                                  6.750%  09/15/18     71
GMAC                                  6.750%  10/15/18     71
GMAC                                  6.750%  11/15/18     68
GMAC                                  6.750%  05/15/19     66
GMAC                                  6.750%  05/15/19     67
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  06/15/19     72
GMAC                                  6.750%  03/15/20     71
GMAC                                  6.800%  09/15/18     68
GMAC                                  6.800%  10/15/18     69
GMAC                                  6.850%  05/15/18     72
GMAC                                  6.875%  08/15/16     74
GMAC                                  6.875%  07/15/18     72
GMAC                                  6.900%  06/15/17     73
GMAC                                  6.900%  07/15/18     72
GMAC                                  6.900%  08/15/19     71
GMAC                                  6.950%  06/15/17     74
GMAC                                  7.000%  07/15/12     74
GMAC                                  7.000%  06/15/17     75
GMAC                                  7.000%  07/15/17     71
GMAC                                  7.000%  02/15/18     74
GMAC                                  7.000%  02/15/18     69
GMAC                                  7.000%  02/15/18     67
GMAC                                  7.000%  03/15/18     73
GMAC                                  7.000%  05/15/18     73
GMAC                                  7.000%  08/15/18     70
GMAC                                  7.000%  09/15/18     69
GMAC                                  7.000%  02/15/21     71
GMAC                                  7.000%  09/15/21     66
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     68
GMAC                                  7.000%  11/15/23     71
GMAC                                  7.000%  11/15/24     72
GMAC                                  7.000%  11/15/24     70
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     73
GMAC                                  7.050%  03/15/18     74
GMAC                                  7.050%  04/15/18     73
GMAC                                  7.100%  07/15/12     74
GMAC                                  7.125%  10/15/17     74
GMAC                                  7.150%  07/15/12     75
GMAC                                  7.150%  09/15/18     73
GMAC                                  7.150%  01/15/25     65
GMAC                                  7.150%  03/15/25     66
GMAC                                  7.200%  10/15/17     75
GMAC                                  7.200%  10/15/17     73
GMAC                                  7.250%  09/15/17     75
GMAC                                  7.250%  09/15/17     73
GMAC                                  7.250%  01/15/18     74
GMAC                                  7.250%  04/15/18     73
GMAC                                  7.250%  04/15/18     75
GMAC                                  7.250%  08/15/18     74
GMAC                                  7.250%  08/15/18     71
GMAC                                  7.250%  09/15/18     74
GMAC                                  7.250%  01/15/25     73
GMAC                                  7.250%  02/15/25     69
GMAC                                  7.250%  03/15/25     68
GMAC                                  7.300%  12/15/17     73
GMAC                                  7.300%  01/15/18     75
GMAC                                  7.350%  04/15/18     73
GMAC                                  7.375%  11/15/16     73
GMAC                                  7.375%  04/15/18     71
GMAC                                  7.400%  12/15/17     73
GMAC                                  7.500%  11/15/17     74
GMAC                                  7.500%  03/15/25     74
GMAC                                  8.000%  11/15/17     73
GMAC                                  8.000%  03/15/25     72
GMAC                                  8.650%  08/15/15     70
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.625%  06/01/15     74
Harrahs Oper Co                       5.750%  10/01/17     70
Headwaters Inc                        2.500%  02/01/14     74
Herbst Gaming                         7.000%  11/15/14     67
Herbst Gaming                         8.125%  06/01/12     68
Hines Nurseries                      10.250%  10/01/11     74
HNG Internorth                        9.625%  03/15/06     19
Ion Media                            11.000%  07/31/13     67
Iridium LLC/CAP                      10.875%  07/15/05      2
Iridium LLC/CAP                      11.250%  07/15/05      1
Iridium LLC/CAP                      13.000%  07/15/05      2
Iridium LLC/CAP                      14.000%  07/15/05      2
K Hovnanian Entr                      6.000%  01/15/10     68
K Hovnanian Entr                      6.250%  01/15/16     68
K Hovnanian Entr                      6.250%  01/15/16     68
K Hovnanian Entr                      6.375%  12/15/14     70
K Hovnanian Entr                      6.500%  01/15/14     69
K Hovnanian Entr                      7.500%  05/15/16     71
K Hovnanian Entr                      7.750%  05/15/13     57
K Hovnanian Entr                      8.625%  01/15/17     72
K Hovnanian Entr                      8.875%  04/01/12     59
Kaiser Aluminum                       9.875%  02/15/02      5
Kaiser Aluminum                      12.750%  02/01/03      6
Kimball Hill Inc                     10.500%  12/15/12     51
Kmart Corp                            9.350%  01/02/20      5
Kmart Corp                            9.780%  01/05/20      0
KMart Funding                         8.800%  07/01/10      9
KMart Funding                         9.440%  07/01/18     60
Knight Ridder                         6.875%  03/15/29     74
Liberty Media                         3.250%  03/15/31     75
Liberty Media                         3.750%  02/15/30     58
Liberty Media                         4.000%  11/15/29     64
Lifecare Holding                      9.250%  08/15/13     59
LTV Corp                              8.200%  09/15/07      0
Magna Entertainm                      7.250%  12/15/09     74
McSaver Financl                       7.400%  02/15/02      5
McSaver Financl                       7.600%  08/01/07      5
McSaver Financl                       7.875%  08/01/03      5
Meritage Homes                        6.250%  03/15/15     71
Metaldyne Corp                       11.000%  06/15/12     67
Morris Publish                        7.000%  08/01/13     73
Mosler Inc                           11.000%  04/15/03      0
Movie Gallery                        11.000%  05/01/12     27
Mrs Fields                            9.000%  03/15/11     74
Muzak LLC                             9.875%  03/15/09     53
National Steel Corp                   8.375%  08/01/06      0
Neff Corp                            10.000%  06/01/15     60
New Orl Grt N RR                      5.000%  07/01/32     61
Northern Pacific RY                   3.000%  01/01/47     51
Northern Pacific RY                   3.000%  01/01/47     51
Northpoint Comm                      12.875%  02/15/10      0
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     58
Nutritional Src                      10.125%  08/01/09      5
Nuveen Invest                         5.500%  09/15/15     70
Oakwood Homes                         7.875%  03/01/04     13
Oakwood Homes                         8.125%  03/01/09      3
Oscient Pharma                        3.500%  04/15/11     58
Oscient Pharma                        3.500%  04/15/11     55
Outboard Marine                       9.125%  04/15/17      5
Pac-West Telecom                     13.500%  02/01/09      1
Pac-West Telecom                     13.500%  02/01/09      3
Pegasus Satellite                    13.500%  03/01/07      0
Phelps Dodge                          6.125%  03/15/34     71
Pixelworks Inc                        1.750%  05/15/24     70
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     26
Pope & Talbot                         8.375%  06/01/13     24
Portola Packagin                      8.250%  02/01/12     75
Primus Telecom                        3.750%  09/15/10     59
Primus Telecom                        8.000%  01/15/14     53
Propex Fabrics                       10.000%  12/01/12     34
PSInet Inc                           10.000%  02/15/05      0
Pulte Homes Inc                       6.000%  02/15/35     74
Radian Group                          5.375%  06/15/15     74
Radnor Holdings                      11.000%  03/15/10      0
Rayovac Corp                          8.500%  10/01/13     67
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         10.500%  04/15/14     73
Realogy Corp                         12.375%  04/15/15     64
Residential Cap                       6.000%  02/22/11     62
Residentail Cap                       6.125%  11/21/08     75
Residential Cap                       6.375%  06/30/10     63
Residential Cap                       6.500%  06/01/12     61
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     61
Rite Aid Corp                         7.700%  02/15/27     71
RJ Tower Corp.                       12.000%  06/01/13      3
Saint Acquisition                    12.500%  05/15/17     50
ServiceMaster Co                      7.100%  03/01/18     70
ServiceMaster Co                      7.250%  03/01/38     70
ServiceMaster Co                      7.450%  08/15/27     66
Six Flags Inc                         4.500%  05/15/15     70
Six Flags Inc                         9.625%  06/01/14     71
Six Flags Inc                         9.750%  04/15/13     73
SLM Corp                              5.000%  06/15/28     74
SLM Corp                              5.050%  03/15/23     73
SLM Corp                              5.250%  03/15/19     71
SLM Corp                              5.250%  03/15/28     73
SLM Corp                              5.250%  12/15/28     71
SLM Corp                              5.400%  03/15/30     68
SLM Corp                              5.400%  06/15/30     70
SLM Corp                              5.400%  06/15/30     67
SLM Corp                              5.450%  12/15/20     74
SLM Corp                              5.450%  06/15/28     70
SLM Corp                              5.500%  06/15/29     69
SLM Corp                              5.500%  06/15/29     71
SLM Corp                              5.500%  03/15/30     71
SLM Corp                              5.500%  06/15/30     68
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.500%  12/15/30     70
SLM Corp                              5.550%  03/15/29     74
SLM Corp                              5.600%  03/15/29     70
SLM Corp                              5.600%  06/15/29     75
SLM Corp                              5.600%  12/15/29     69
SLM Corp                              5.600%  12/15/29     72
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  03/15/29     70
SLM Corp                              5.650%  12/15/29     69
SLM Corp                              5.650%  12/15/29     71
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     70
SLM Corp                              5.700%  03/15/29     70
SLM Corp                              5.700%  12/15/29     75
SLM Corp                              5.700%  03/15/30     70
SLM Corp                              5.750%  03/15/29     73
SLM Corp                              5.750%  03/15/29     73
SLM Corp                              5.750%  03/15/29     72
SLM Corp                              5.750%  06/15/29     72
SLM Corp                              5.750%  09/15/29     69
SLM Corp                              5.750%  09/15/29     74
SLM Corp                              5.750%  12/15/29     71
SLM Corp                              5.750%  12/15/29     72
SLM Corp                              5.750%  12/15/29     73
SLM Corp                              5.750%  12/15/29     69
SLM Corp                              5.750%  03/15/30     70
SLM Corp                              5.800%  12/15/29     70
SLM Corp                              5.850%  09/15/29     74
SLM Corp                              5.850%  09/15/29     71
SLM Corp                              5.850%  12/15/31     73
SLM Corp                              6.000%  06/15/26     74
SLM Corp                              6.000%  06/15/26     74
SLM Corp                              6.000%  12/15/28     75
SLM Corp                              6.000%  06/15/29     70
SLM Corp                              6.000%  06/15/29     75
SLM Corp                              6.000%  06/15/29     75
SLM Corp                              6.000%  09/15/29     72
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  12/15/31     72
SLM Corp                              6.000%  12/15/31     75
SLM Corp                              6.050%  12/15/31     71
SLM Corp                              6.100%  12/15/31     72
SLM Corp                              6.150%  09/15/29     75
SLM Corp                              6.200%  12/15/31     70
SLM Corp                              6.250%  06/15/29     75
SLM Corp                              6.250%  09/15/29     73
SLM Corp                              6.350%  09/15/31     75
SLM Corp                              6.400%  09/15/31     75
SLM Corp                              6.500%  09/15/31     74
Spacehab Inc                          5.500%  10/15/10     54
Special Devices                      11.375%  12/15/08     66
Spectrum Brands                       7.375%  02/01/15     72
Standard Pac Corp                     5.125%  04/01/09     69
Standard Pac corp                     6.000%  10/01/12     43
Standard Pac Corp                     6.250%  04/01/14     62
Standard Pacific                      6.500%  08/15/10     66
Standard Pac Corp                     6.875%  05/15/11     65
Standard Pac corp                     7.000%  08/15/15     62
Standard Pacific                      7.750%  03/15/13     63
Standard Pacific                      9.250%  04/15/12     36
Stanley-Martin                        9.750%  08/15/15     67
Station Casinos                       6.625%  03/15/18     74
Tekni-Plex Inc                       12.750%  06/15/10     54
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     73
Times Mirror Co                       6.610%  09/15/27     58
Times Mirror Co                       7.250%  03/01/13     72
Times Mirror Co                       7.250%  11/15/96     58
Times Mirror-New                      7.500%  07/01/23     62
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11      5
Tousa Inc                             7.500%  01/15/15      3
Tousa Inc                             9.000%  07/01/10     37
Tousa Inc                             9.000%  07/01/10     37
Tousa Inc                            10.375%  07/01/12      4
Toys R Us                             7.375%  10/15/18     74
Trans Mfg Oper                       11.250%  05/01/09     60
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     63
True Temper                           8.375%  09/15/11     62
TXU Corp                              6.500%  11/15/24     71
TXU Corp                              6.550%  11/15/34     69
United Air Lines                      9.200%  03/22/08     49
United Air Lines                      9.350%  04/07/16     30
United Air Lines                      9.560%  10/19/18     54
United Air Lines                     10.020%  03/22/14     49
United Air Lines                     10.850%  02/19/15     30
Universal Stand                       8.250%  02/01/06      0
US Air Inc.                          10.750%  01/15/49      0
US Air Inc.                          10.900%  01/01/49      0
Venture Holdings                      9.500%  07/01/05      0
Venture Holdings                     11.000%  06/01/07      0
Venture Holdings                     12.000%  06/01/09      0
Vertis Inc                           10.875%  06/15/09     66
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     58
Wachovia Corp                         9.250%  04/10/08     54
Wachovia Corp                        15.500%  12/05/07     48
WCI Communities                       4.000%  08/05/23     72
WCI Communities                       6.625%  03/15/15     54
WCI Communities                       7.875%  10/01/13     58
WCI Communities                       9.125%  05/01/12     60
Webster Capital                       7.650%  06/15/37     75
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     57
William Lyon                          7.625%  12/15/12     60
William Lyon                         10.750%  04/01/13     60
Wimar Op LLC/Fin                      9.625%  12/15/14     69
Wimar Op LLC/Fin                      9.625%  12/15/14     69
Winstar Comm Inc                     10.000%  03/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Wornick Co                           10.875%  07/15/11     69
Young Broadcasting                    8.750%  01/15/14     73
Ziff Davis Media                     12.000%  08/12/09     56

                             *********

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 ***