---

         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