TCR_Public/071218.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, December 18, 2007, Vol. 11, No. 299

                             Headlines



ACE SECURITIES: Moody's Reviews Ratings on 69 Tranches
ADVANCED MICRO: Goodwill Recorded After ATI Buy Likely Impaired
AEGIS MORTGAGE: Court Extends Removal Period Deadline to Feb. 11
AEGIS MORTGAGE: Wants Plan-Filing Period Extended to April 9
APARTMENT INVESTMENT: Moody's Puts Corporate Rating at Ba1

ARLINGTON HOSPITALITY: Plan Confirmation Hearing Moved to Jan. 28
ARMSTRONG HOLDINGS: Completes Asset Distribution to Shareholders
ATLANTIC MARINE: S&P Affirms B+ Corporate Credit Rating
BCE INC: Denies Renegotiation of Investor Group's Purchase Terms
BEAR STEARNS: Four Law Firms File Investor Claims

BEAR STEARNS: Moody's Downgrades Ratings on 16 Tranches
BLACKHAWK AUTOMOTIVE: Court Approves Proposed Asset Sale Procedure
BLUE HERON: Moody's Slashes Rating on Class B Notes to Ba1
BNC MORTGAGE: Fitch Rates $32.2 Mil. Class Certificates at Low-B
CAPITAL GUARDIAN: Moody's Junks Ratings on Class B Notes

CARRINGTON MORTGAGE: Fitch Cuts Ratings on $40.3MM Certs. to Low-B
CENTRAL GARDEN: S&P Lowers Ratings Corporate Credit Rating to B
CHARLES RIVER: Moody's Junks Ratings on $4.8 Mil. Notes
CHESAPEAKE CORP: Board Elects Mary Jane Hellyar as Board Director
CHICAGO H&S: Files Schedules of Assets and Liabilities

CITGO PETROLEUM: Proposed $1 Bil. Loan Cues S&P to Hold Ratings
CITGO PETROLEUM: $1 Billion Loan Cues Moody's to Affirm Ratings
COINMACH SERVICES: Moody's Confirms then Withdraws Ratings
COMPLETE RETREATS: Court Confirms Joint Plan of Liquidation
CONTINENTAL AIRLINES: Fitch Holds Sr. Unsecured Debt's Junk Rating

CPI INTERNATIONAL: Earns $2.8 Million in Quarter Ended Sept. 28
CREDIT-BASED ASSET: Fitch Pares Ratings on $25.2MM Certs. to Low-B
CREDIT SUISSE: Fitch Cuts Ratings on $11.5MM Class Certs. to Low-B
CREDIT SUISSE: Fitch Junks Rating on $14.4 Mil. Class M-9 Certs.
CREDIT SUISSE: S&P Revises CreditWatch on Three Classes

DANA CORP: Rhodes Wants Cape Girardeau Property Offer Considered
DELTA FINANCIAL: Files for Bankruptcy Protection in Delaware
DELTA FINANCIAL: Case Summary & 27 Largest Unsecured Creditors
DUNMORE HOMES: 7 More Creditors Want Venue Moved to California
DUNMORE HOMES: Panel Wants Ruling on DIP Financing Postponed

DUNMORE HOMES: Panel Wants Cash Collateral Budget Ruling Deferred
DURA AUTOMOTIVE: Wants Plan Confirmation Hearing Deferred to 2008
DURA AUTOMOTIVE: Defers Exit Financing Process Due to Market Riff
DURA AUTOMOTIVE: Subprime Lending Mess Blamed for Lack of Funding
DUTCH HILL: Moody's Junks Ratings on $2 Million Class E Notes

EAGLEPICHER CORP: Moody's Junks Rating on Second-Lien Term Loan
EMPORIA PREFERRED: Stable Performance Cues Fitch To Hold Ratings
ENTERGY GULF: Moody's Changes Rating Outlook to Positive
FAB FIVE: Case Summary & 12 Largest Unsecured Creditors
GRAND AVENUE: Moody's Reviews Ratings for Possible Downgrade

GRANT PRIDECO: Selling Assets to National Oilwell for $23.20/Share
GRANT PRIDECO: $7.4 Bil. Deal Cues S&P to Put BB+ Rating on Watch
GRANT PRIDECO: Moody's Places Ba1 Corp Family Rating Under Review
GSCP LP: Moody's Downgrades Senior Debt Rating to B2
HANCOCK FABRICS: Wants to Conduct GOB Sales at Seven Retail Stores

HANSCOM FAMILY: S&P Lowers Housing Revenue Bonds' Ratings
HAWAIIAN AIRLINES: Court Bars Mesa Air's Request for New Trial
HEALTHEAST & CONTROLLED: Fitch Lifts Rating on $278 Million Bonds
HOMEBANC MORTGAGE: Moddy's Says No Rating Action Taken on Transfer
INDEPENDENCE IV: Moody's Cuts Ratings on Class C Notes to Ba3

INDEPENDENCE VI: Moody's Downgrades Rating on Preference Shares
INDEPENDENT OPTICAL: Case Summary & 20 Largest Unsecured Creditors
INPHONIC INC: Can Hire Goldsmith Agio as Investment Banker
INPHOHIC INC: Court Approves Bayard Firm as Bankruptcy Co-Counsel
INTERNATIONAL RECTIFIER: Moody's Withdraws Ba3 Ratings

JAYS FOODS: Committee Initiates Probe on Parent Ubiquity
JOHN EADS: Case Summary & 23 Largest Unsecured Creditors
JP MORGAN: Fitch Chips Rating on $3.8MM Class 1-B-3 Certs. to BB-
KEY HOSPITALITY: Stockholders Approve Dissolution and Liquidation
LAND O'LAKES: Posts $2.8 Million Net Loss in Third Quarter of 2007

LINENS 'N THINGS: S&P Junks Ratings with Negative Outlook
MASTR ADJUSTABLE: Moody's Lowers Ratings on Seven Tranches
MICHAEL BRANGERS: Case Summary & 20 Largest Unsecured Creditors
MOODY FAMILY: S&P Junks Ratings on Series 2005A & 2005B Bonds
MOTORSPORT AFTERMARKET: Weak Performance Cues S&P to Cut Rating

MQ ASSOCIATES: Closes Tender Offers to Buy $316 Mil. Senior Notes
NATIXIS: Fitch Junks Ratings on $20 Mil. Class B-3 and B-4 Certs.
NAVISTAR INT'L: Ratifies New Three-Year Contract with UAW Members
NEUMANN HOMES: Wants to Sell Precision Framing Assets for $1 Mil.
NEUMANN HOMES: Wants to Walk Away from Warrenville Lease

NEUMANN HOMES: Wants to Sell 36 Trailers to CTPC for $631,208
NICHOLS BROTHERS: Asks Approval on New Construction Pact with RGWT
NORTHSTAR PETROLEUM: Voluntary Chapter 11 Case Summary
OPTION ONE: Fitch Junks Ratings on $12.6 Mil. Class Certificates
OPTION ONE: Moody's Downgrades Ratings on 29 Tranches

PATRICK FAMILY: S&P Lowers Ratings on Housing Revenue Bonds
PHARMED GROUP: Contracts Assumption Hearing Set on December 20
PIKE NURSERY: Has Until Dec. 31 to File Schedules & Statements
PIKE NURSERY: U.S. Trustee Appoints 7-Member Creditors Panel
PIKE NURSERY: Committee Wants to Employ Pachulski Stang as Counsel

PORTER SQUARE: Moody's Cuts Rating on $9 Million Class D Notes
PRORHYTHM INC: Organizational Meeting Scheduled on Thursday
PUTNAM STRUCTURED: Moody's Junks Ratings on Two Note Classes
QUEBECOR WORLD: Aborts $341 Mil. Sale of European Assets to RSDB
ROWECOM INC: Trustee Expects Final Distribution in 2nd Qtr of 2008

SAINT AGNES: Wants Jameson & Associates as Bankruptcy Counsel
SAINT AGNES: Wants to Employ Tracy Mathews as Accountant
SECURITIZED ASSET: Fitch Slices Ratings on Two Classes to BB
SG MORTGAGE: Fitch Pares Ratings on $9.8 Mil. Class Certs. to BB
SL COCKRELL: Files List of 20 Largest Unsecured Creditors

SL COCKRELL: Section 341(a) Meeting Slated for Wednesday
SL COCKRELL: Submits Schedules of Assets and Liabilities
SOFA EXPRESS: Court OKs $2 Million DIP Financing on Interim Basis
SOFA EXPRESS: Taps Alston & Bird LLP as Lead Bankruptcy Counsel
SOFA EXPRESS: Wants to Employ Boult Cummings as Local Counsel

SOLOMON DWEK: Says Remaining in Ch. 11 Violates Anti-Slavery Law
SOLSTICE ABS: Moody's Junks Ratings on Four Notes
SOUTH COAST: Moody's Cuts Rating on Class C Notes to B1
STACK 2005-2: Moody's Lowers Rating on $7.5 Mil. Class F Notes
STEPHEN COEN: Case Summary & Eight Largest Unsecured Creditors

STRUCTURED ADJUSTABLE: Moody's Lowers Ratings on Six Tranches
STRUCTURED ASSET: Delinquency Rates Cue Moody's to Cut Ratings
SUNCOAST ROOFERS: Get Interim OK to Access BofA's $18.5MM DIP Fund
SUNCOAST ROOFERS: Wants Huron Consulting as Financial Advisor
THIERMAN LLC: Case Summary & 10 Largest Unsecured Creditors

THORPE INSULATION: Fergus Approved as Future Rep.'s Counsel
THORPE INSULATION: Court OKs Hamilton as Future Rep. Consultant
THORPE INSULATION: Files Schedules of Assets and Liabilities
TIAA STRUCTURED: Moody's Cuts Ratings on Two Note Classes to B2
TREMONIA CDO: Moody's Reviews B3 Rating on Class D Notes

TRINCON CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
TROPICANA ENT: Moody's Junk Ratings on Denied License Renewal
UNISYS CORP: Moody's Confirms B2 Rating with Negative Outlook
VERASUN ENERGY: S&P Affirms B+ Ratings with Stable Outlook
VLP INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors

WALKERVILLE BREWING: Continues as a Going Concern Amid Bankruptcy
WAMU HOME: Fitch Junks Ratings on Classes M-7 to M-9 Certificates
WAMU MORTGAGE: 73 Tranches' Ratings Downgraded by Moody's
WASHINGTON MUTUAL: Fitch Junks Ratings on Classes B-4 & B-5 Certs.
WEEKS STREET: Case Summary & 20 Largest Unsecured Creditors

WELLS FARGO: Fitch Junks Ratings on $7.4 Mil. Certificates Classes
WOLF HOLLOW: Moody's Reviews Ratings for Possible Downgrade

* Amendments to Insolvency, CCAA, and Wage Acts Get Royal Assent

* Thacher Proffitt Promotes Robert A. Klausner to Partner

* Large Companies with Insolvent Balance Sheets



                             *********

ACE SECURITIES: Moody's Reviews Ratings on 69 Tranches
------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade sixty-nine tranches from fourteen ACE Securities Corp.
Home Equity Loan Trust transactions.  The subprime mortgage loan
backed transactions closed in 2002, 2003, 2004, and 2005.

The rating actions are based on the respective tranches current
credit enhancement levels compared to current projected pool
losses.

The complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2002-
HE1

  -- Cl. M-1; currently Aa2, under review for possible
     downgrade.
  -- Cl. M-2; currently Baa1, under review for possible
     downgrade.
  -- Cl. M-3; currently Caa2, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2002-
HE2

  -- Cl. M-1; currently Aa2, under review for possible
     downgrade.
  -- Cl. M-2; currently A2, under review for possible
     downgrade.
  -- Cl. M-3; currently Baa1, under review for possible
     downgrade.
  -- Cl. M-4; currently Baa2, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2002-
HE3

  -- Cl. M-1; currently Aa2, under review for possible
     downgrade.
  -- Cl. M-2; currently Baa2, under review for possible
     downgrade.
  -- Cl. M-3; currently Caa3, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2003-
HE1

  -- Cl. M-1; currently Aaa, under review for possible
     downgrade.
  -- Cl. M-2; currently A2, under review for possible
     downgrade.
  -- Cl. M-3; currently A3, under review for possible
     downgrade.
  -- Cl. M-4; currently Baa1, under review for possible
     downgrade.
  -- Cl. M-5; currently Baa2, under review for possible
     downgrade.
  -- Cl. M-6; currently Ba3, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
HE1

  -- Cl. M-2; currently A2, under review for possible
     downgrade.
  -- Cl. M-3; currently A3, under review for possible
     downgrade.
  -- Cl. M-4; currently Baa3, under review for possible
     downgrade.
  -- Cl. M-5; currently B1, under review for possible
     downgrade.
  -- Cl. M-6; currently Caa2, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
HE2

  -- Cl. B-1; currently Ba2, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
HE3

  -- Cl. M-3; currently Aa3, under review for possible
     downgrade.
  -- Cl. M-4; currently A1, under review for possible
     downgrade.
  -- Cl. M-5; currently A2, under review for possible
     downgrade.
  -- Cl. M-6; currently A3, under review for possible      
     downgrade.
  -- Cl. M-7; currently Baa1, under review for possible
     downgrade.
  -- Cl. M-8; currently Baa2, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
HE4

  -- Cl. M-3; currently Aa3, under review for possible
     downgrade.
  -- Cl. M-4; currently A1, under review for possible
     downgrade.
  -- Cl. M-5; currently A2, under review for possible
     downgrade.
  -- Cl. M-6; currently A3, under review for possible
     downgrade.
  -- Cl. M-7; currently Baa1, under review for possible
     downgrade.
  -- Cl. M-8; currently Baa2, under review for possible
     downgrade.
  -- Cl. M-9; currently Baa3, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
HS1

  -- Cl. M-1; currently Aa2, under review for possible
     downgrade.
  -- Cl. M-2; currently A2, under review for possible
     downgrade.
  -- Cl. M-3; currently A3, under review for possible
     downgrade.
  -- Cl. M-4; currently Baa1, under review for possible
     downgrade.
  -- Cl. M-5; currently Ba2, under review for possible
     downgrade.
  -- Cl. M-6; currently B1, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
RM1

  -- Cl. B-1; currently Ba2, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2004-
RM2

  -- Cl. M-5; currently A2, under review for possible
     downgrade.
  -- Cl. M-6; currently A3, under review for possible
     downgrade.
  -- Cl. M-7; currently Baa1, under review for possible
     downgrade.
  -- Cl. B-1; currently Baa2, under review for possible
     downgrade.
  -- Cl. B-2; currently Baa3, under review for possible
     downgrade.
  -- Cl. B-3; currently Ba1, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
HE1

  -- Cl. M-1; currently Aa1, under review for possible
     downgrade.
  -- Cl. M-2; currently Aa2, under review for possible
     downgrade.
  -- Cl. M-3; currently Aa3, under review for possible
     downgrade.
  -- Cl. M-4; currently A1, under review for possible
     downgrade.
  -- Cl. M-5; currently A2, under review for possible
     downgrade.
  -- Cl. M-6; currently A3, under review for possible
     downgrade.
  -- Cl. M-7; currently Baa1, under review for possible
     downgrade.
  -- Cl. M-8; currently Baa2, under review for possible
     downgrade.
  -- Cl. M-9; currently Baa3, under review for possible
     downgrade.
  -- Cl. B-1; currently Ba2, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
RM1

  -- Cl. M-6; currently A3, under review for possible
     downgrade.
  -- Cl. M-7; currently Baa1, under review for possible
     downgrade.
  -- Cl. M-8; currently Baa2, under review for possible
     downgrade.
  -- Cl. M-9; currently Baa3, under review for possible
     downgrade.
  -- Cl. B-1; currently Ba2, under review for possible
     downgrade.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series 2005-
RM2

  -- Cl. M-6; currently A3, under review for possible
     downgrade.
  -- Cl. M-7; currently Baa1, under review for possible
     downgrade.
  -- Cl. M-8; currently Baa2, under review for possible
     downgrade.
  -- Cl. M-9; currently Baa3, under review for possible      
     downgrade.
  -- Cl. M-10; currently Ba1, under review for possible
     downgrade.
  -- Cl. M-11; currently Ba2, under review for possible
     downgrade.


ADVANCED MICRO: Goodwill Recorded After ATI Buy Likely Impaired
---------------------------------------------------------------
Advanced Micro Devices, Inc., disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission, that the current
carrying value of its goodwill which the company had recorded as a
result of its October 2006 acquisition of ATI Technologies Inc.
was impaired.  The company relates that this conclusion was
reached based on the results of an updated long-term financial
outlook for the businesses of the former ATI as part of AMD's
strategic planning cycle conducted annually during the company's
fourth quarter and based on the preliminary findings of the
company's annual goodwill impairment testing that commenced in the
beginning of October 2007.

Goodwill represents the excess of the purchase price over the fair
value of net tangible and identifiable intangible assets acquired.  
All of AMD's goodwill and acquisition-related intangible assets
outstanding as of Sept. 29, 2007 were related to its acquisition
of ATI.  

The company expects that the impairment charge will be material,
but the company has determined that, as of the time of this
filing, it is unable in good faith to make a determination of an
estimate of the amount or range of amounts of the impairment
charge.

Results for the third quarter of 2007 included ATI acquisition-
related charges of $76 million, an impairment charge on AMD's
investment in Spansion Inc.'s common stock of $42 million, stock-
based compensation expense of $27 million and a tax expense of
$27 million primarily due to the need for a deferred tax liability
related to the large tax deductions AMD received for the
amortization of goodwill from the acquisition of ATI, which is not
amortized through earnings for financial reporting purposes, and
for foreign current taxes.

AMD's cash, cash equivalents and marketable securities as of
Sept. 29, 2007 were $1.5 billion, a decrease of $66 million
compared to June 30, 2007 due to the repayment of its October
2006 Term Loan, offset by positive cash flows from operations of
$223 million, net proceeds from the issuance of its 5.75%
Convertible Senior Notes due 2012 and the inclusion of the fair
market value of AMD's ownership interest in Spansion Inc. of
$119 million in its marketable securities balance.

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. -- http://www.amd.com/-- (NYSE: AMD) designs and    
manufactures microprocessors and other semiconductor products.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Standard & Poor's Ratings Services affirmed its B/Negative/--
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, S&P assigned its 'B' rating
to the company's $1.5 billion 5.75% senior convertible notes due
2012, and raised the rating on the company's existing senior
unsecured debt to 'B' from 'B-', because the company no longer has
secured debt in its capital structure.

Fitch Ratings has assigned a 'CCC+/RR6' rating to Advanced Micro
Devices Inc.'s private placement of $1.5 billion 5.75% convertible
senior notes due 2012.  Fitch also affirmed the company's Issuer
Default Rating at 'B'; and Senior unsecured debt at 'CCC+/RR6'.


AEGIS MORTGAGE: Court Extends Removal Period Deadline to Feb. 11
----------------------------------------------------------------
The Honorable Brendan Linehan Shannon of the U.S. Bankruptcy Court
for the District of Delaware has granted Aegis Mortgage Corp. and
its debtor-affiliates' request to extend the deadline by which to
file notices of removal with respect to pending civil actions, to
and including Feb. 11, 2008.

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington, Delaware, asserted it was prudent to seek an
extension so to protect the Debtors' right to remove the actions.

Since the Aug. 13, 2007 Petition Date, the Debtors have been
occupied with matters of immediate importance to their Chapter 11
cases, Mr. Cairns explained.  The Debtors, he said, focused on the
orderly wind down of their businesses and the sale of their
remaining assets.

"Accordingly, the Debtors have not had an opportunity to
appropriately review actions to determine whether there are any
that may need to be removed," Mr. Cairns said.

The Debtors reserve their rights to seek further extension of
deadline to remove civil proceedings.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.

(Aegis Bankruptcy News, Issue No. 13, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


AEGIS MORTGAGE: Wants Plan-Filing Period Extended to April 9
------------------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend to:

   (i) April 9, 2008, the period during which they have the
       exclusive right to file a Chapter 11 plan, and

  (ii) June 9, 2008, the period during which they have the
       exclusive right to solicit acceptances of that plan.

The Debtors requested for an extension on Dec. 10, 2007, a day
before the Exclusive Plan Filing Period was set to expire.

Pursuant to Del.Bankr.LR 9006-2, the Exclusive Plan Filing Period
is automatically extended until the conclusion of the hearing on
the Debtors' request.  The Court will convene a hearing on
January 14, 2008, at 2:00 p.m., Eastern Time, to consider the
requested 120-day extensions.

Deadline to submit objections to the Exclusivity Motions is on
Dec. 28, 2007 at 4:00 p.m.
     
"The Debtors are not seeking the extension to delay the
administration of their cases or to pressure creditors to accept
unsatisfactory plans but to facilitate an orderly, efficient, and
cost-effective plan process for the benefit of all creditors,"
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, says.  He adds that the brief extension
will further the intent of Section 1121 of the Bankruptcy Code,
which gives the Debtors opportunity to negotiate with their
creditors and to propose and confirm a consensual plan.  

Mr. Cairns says the request is appropriate since the Debtors met
the requirements for a valid extension.  He contends that:

   * the Debtors' cases involved the liquidation of the assets
     of a company engaged in complex financial transactions;

   * the cases have been pending for less than four months;

   * the Debtors are generally paying their postpetition
     obligations as they become due;

   * the Debtors have acted in good faith to maximize the
     value of estates for the creditors' benefits and they
     continue to expeditiously move their cases forward; and

   * the extension is not sought to pressure creditors.

The Debtors reserve their right to seek further extensions.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.

(Aegis Bankruptcy News, Issue No. 13, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


APARTMENT INVESTMENT: Moody's Puts Corporate Rating at Ba1
----------------------------------------------------------
Moody's Investors Service assigned a Ba1 corporate family rating
to Apartment Investment and Management Company, and affirmed the
REIT's preferred equity rating at Ba3.  The ratings outlook is
stable, which reflects AIMCO's improving operations, combined with
stable leverage, thin coverage and laddered debt maturities, all
trends Moody's expects to continue.

According to Moody's, AIMCO's Ba1 corporate family rating reflects
the REIT's material leverage, largely encumbered portfolio and
modest fixed charge coverage.  Offsetting these challenges, the
REIT enjoys a geographically diverse asset base, improving tenant
quality, staggered debt maturities and recent operational
upgrades.  Following reporting and forecasting miscues in 2003,
AIMCO has taken meaningful steps to improve the maintenance and
oversight of its operations.  These include information technology
improvements, increased staffing and management changes.  The REIT
has had success in raising the credit profile of its tenants,
leading to significant decreases in bad debt and receivables, all
of which Moody's views as credit positives.

In order to move its ratings up, AIMCO would need to demonstrate
sustained fixed charge coverage near 2x, lowered leverage (closer
to 50% of gross assets including pro rata share of joint ventures)
and dividend payout ratio below 100%.  The REIT's capital
structure would need to be altered significantly to include a
meaningful level of unencumbered assets.  Moody's does not
perceive these changes as likely.  Simplification of AIMCO's
structure would also be viewed positively.

Conversely, a downgrade would likely result from a fixed charge
coverage below 1.3x (recurring EBITDA divided by interest,
preferred dividends, principal amortization and pro rata for joint
ventures) and increase in effective leverage to over 65%.

These rating was assigned with a stable outlook:

  -- Apartment Investment and Management Co. -- corporate
     family rating, Ba1.

This rating was affirmed with a stable outlook:

  -- Apartment Investment and Management Co. -- preferred
     equity rating, Ba3.

AIMCO (NYSE: AIV) is a multifamily REIT headquartered in Denver,
Colorado that owns and operates a geographically diversified
portfolio of apartment communities in the United States,
representing 1,194 properties with 206,217 apartment units.


ARLINGTON HOSPITALITY: Plan Confirmation Hearing Moved to Jan. 28
-----------------------------------------------------------------
The Honorable A. Benjamin Goldgar of the United States Bankruptcy
Court for the Northern District of Illinois continued the hearing
to consider confirmation of Arlington Hospitality Inc. and its
debtor-affiliates' Amended Joint Plan of Orderly Liquidation to
10:00 a.m. on Jan. 1, 2008.

The hearing will be held at at 219 South Dearborn, Courtroom 613
in Chicago, Illinois.

The Court previously scheduled the Debtors' Plan confirmation
hearing on Dec. 12, 2007.

On Oct. 19, 2007, Judge Goldgar had approved the adequacy of the
Debtors' Amended Disclosure Statement describing their Amended
Joint Liquidation Plan.

As reported in the Troubled Company Reporter on Nov. 27, 2007,
the Plan will be funded by all property of the Debtors' estates,
including proceeds received and remaining from the operation of
the Debtors' business prior to the sales, remaining proceeds from
the sales and preference recoveries, if any.

                       Treatment of Claims

Under the Plan, Administrative Claims and Priority Tax Claims will
be paid in full.

Holders of Secured Claims will receive either cash equal to the
amount of the unpaid allowed secured claim or relief from the
automatic stay arising under Section 362(a) of the Bankruptcy Code
in order to collect and liquidate the property securing their
claim.

The Debtors disclosed that they have satisfied all priority
claims.

On the effective date, each holder of an Insurance Claim will
automatically be granted relief from the automatic stay to permit
the holder to proceed to prosecute and liquidate its claim against
the Debtors.  When the claim is liquidated, it will be paid first
by the Debtors' insurance carrier to the extent of any insurance
coverage.  To the extent the Debtors would be required to pay a
deductible, premium or retention before the insurance carrier will
defend or satisfy the claim, the Debtors or the Plan
Administrator, may elect to:

   a) pay such deductible, premium or retention; or

   b) have the entire claim treated as an unsecured claim.

Holders of Convenience Claims, which the Debtors estimate to be
$52,000, will receive cash equal to the lesser of 27% of their
claims.

General unsecured creditors will receive a pro rata share of the
available cash.  The Debtors estimate that unsecured claims total
between $3.4 million to $5.5 million and holders will receive
between 1% to 28% of their claims.

Holders of Penalty Claims will also receive a pro rata share of
the available cash after all valid claims have been paid.

Equity Interests will be cancelled and holders will not receive
anything under the Plan.

A full-text copy of the Disclosure Statement is available for a
fee at: http://ResearchArchives.com/t/s?25b5  

                   About Arlington Hospitality

Based in Arlington Heights, Illinois, Arlington Hospitality, Inc.,
dba Amerihost Properties, Inc., and its affiliates develop and
construct limited service hotels and own, operate, manage and sell
those hotels.  The Debtors operate 15 AmeriHost Inn Hotels under
leases from PMC Commercial Trust.  Arlington Hospitality, Inc.,
serves as a guarantor under these leases.

Arlington Inns Inc., an affiliate, filed for bankruptcy protection
on June 22, 2005 (Bankr. N.D. Ill. Case No. 05-24749), the
Honorable A. Benjamin Goldgar presiding.  Arlington Hospitality
and additional debtor-affiliates filed for chapter 11 protection
on Aug. 31, 2005 (Bankr. N.D. Ill. Lead Case No. 05-34885).
Catherine L. Steege, Esq., at Jenner & Block LLP, provides the
Debtors with legal advice and Chanin Capital LLC serves as the
company's investment banker.  David W. Wirt, Esq., at Winston &
Strawn, represents the Official Committee of Unsecured Creditors.
As of March 31, 2005, Arlington Hospitality reported $99 million
in total assets and $94 million in total debts.


ARMSTRONG HOLDINGS: Completes Asset Distribution to Shareholders
----------------------------------------------------------------
Armstrong Holdings Inc. has completed the distribution of its
entire net assets to shareholders.  Checks to record holders were
mailed on Dec. 12, 2007.

Shareholders who have ACKH stock in brokerage accounts will
receive the distribution in their accounts in the near future.

Direct shareholders do not need to return their stock certificates
to receive a distribution.  Those certificates are void and have
no value.  

When the stockholders receive their distribution checks through
the mail, direct shareholders should follow instructions enclosed
with their payment to cancel or destroy those Armstrong Holdings
stock certificates.

The company will file Articles of Dissolution with the
Commonwealth of Pennsylvania and will cease to exist.

Direct shareholders with questions concerning their accounts
should contact American Stock Transfer & Trust Company at (800)
937-5449.
   
Based in Lancaster, Pennsylvania, Armstrong Holdings Inc. (OTC
Bulletin Board: ACKH) -- http://www.armstrong.com/-- was the   
parent holding company of Armstrong World Industries Inc.  On Oct.
2, 2006, Armstrong World Industries Inc. emerged from Chapter 11
reorganization under its Fourth Amended Plan of Reorganization,
which provided for the cancellation of the AWI stock owned by the
company.   The company has conducted no business and had no
operations since Oct. 2, 2006.


ATLANTIC MARINE: S&P Affirms B+ Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating, on Atlantic Marine Holding Co.  
At the same time, S&P affirmed its 'BB-' bank loan
rating on the company's proposed $230 million secured amended
credit facility, which is being increased to fund a dividend.  The
'2' recovery rating on the facility is unchanged. The outlook is
stable.

"The ratings on Atlantic Marine reflect weak credit protection
measures, a modest revenue base [about $275 million], especially
compared with some competitors in the government sector, and
growth dependent on the more competitive and cyclical nonmilitary
and marine fabrication segments," said Standard & Poor's credit
analyst Christopher DeNicolo.  "These factors are partly offset by
the high barriers to entry in the marine repair industry and the
company's fairly good diversity of vessels serviced," the analyst
continued.

As Atlantic Marine has performed better than expected when
acquired by J.F. Lehman & Co., a private equity firm, in August
2006, JFL is proposing to take a $69.5 million dividend funded
with additional bank borrowings and cash on hand.  This follows a
$71.1 million dividend in March 2007.  Debt to EBITDA in 2007 was
expected to be around 2.7x, below initial expectations, but would
deteriorate to 3.4x pro forma for the proposed dividend.  Overall,
credit protection measures are likely to be appropriate for the
rating, with EBITDA interest coverage of 3.5x-4x and funds from
operations to debt in the mid-teens percentage range.  S&P expects
modest free cash flows to be used to reduce debt.

Jacksonville, Fla.-based Atlantic Marine provides maintenance,
repair, overhaul, and conversion services for military and
commercial vessels, as well as manufacturing and assembling ship
modules and subsections for other shipyards.  The MROC industry
has high barriers to entry due to the need for a coastal location,
with a deep draft and unobstructed access, and large, expensive
assets such as drydocks.  The company operates out of three
locations: Mobile, Ala. (about 51% of revenues) on the Gulf coast,
Jacksonville, Fla. (32%) on the Atlantic, and Naval Station
Mayport near Jacksonville (17%), which exclusively services the
U.S. Navy.  

The company is able to service ships up to almost 1,000 feet in
length, including large cruise ships.  Although the customer base
is fairly concentrated, with the top 10 representing almost 65% of
sales over the last five years, the company has longstanding
relationships with most of them and 90% of business is from repeat
customers.

Steady demand in key market segments and satisfactory
profitability should result in good revenue and earnings growth
and allow for some debt reduction.  Overall, S&P expects the
company to maintain a credit profile consistent with current
ratings in the intermediate term.  We could revise the outlook to
negative if demand or profitability in growth areas, especially
marine fabrication, falls significantly below expectations or if
leverage increases materially to fund acquisitions or further
dividends.  Although not likely, S&P could revise the outlook to
positive if the company moderates its financial policy and uses
excess cash flows to reduce debt, resulting in a sustained
improvement in credit protection measures.


BCE INC: Denies Renegotiation of Investor Group's Purchase Terms
----------------------------------------------------------------
BCE Inc. issued a statement in response to certain rumours in the
market regarding the status of its definitive agreement to be
acquired by an investor group led by Teachers' Private Capital,
the private investment arm of the Ontario Teachers' Pension Plan,
Providence Equity Partners Inc. and Madison Dearborn Partners,
LLC.

While it is BCE's policy not to comment on market rumours or
speculation, in the interest of its shareholders, the company is
confirming that neither BCE nor its Board of Directors is involved
in any discussions regarding any renegotiation of any of the terms
of the definitive agreement entered into on June 29, 2007.

Under the terms of the definitive agreement, the Investor Group
has agreed to acquire all of BCE's outstanding common shares for
$42.75 per share in cash and all of BCE's outstanding preferred
shares at prices set out in the definitive agreement.

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing      
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services kept its ratings on BCE Inc.
and its related entities on CreditWatch with negative
implications, pending the completion of the company's leveraged
buyout by a consortium of private equity investors led by Teachers
Private Capital as announced on June 30, 2007.  As a result of the
proposed LBO, S&P expect reported debt to increase to about CDN$37
billion from about CDN$10 billion at Sept. 30, 2007.

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada
to 'BB-' from 'A-'.


BEAR STEARNS: Four Law Firms File Investor Claims
-------------------------------------------------
A legal team of four law firms has filed investor claims against
two subsidiaries of Bear Stearns Companies, Inc. -- Bear Stearns
& Co., Inc. and Bear Stearns Securities Corp. -- over the recent
collapse of Bear Stearns High Grade Structured Credit Strategies
Enhanced Leverage (Overseas) Fund, which invested heavily in the
subprime mortgage market.

According to Joseph A. Giannone of Reuters, the arbitration
claims, which were filed with the Financial Industry Regulatory
Authority, assert that an "unidentified fund-of-funds manager"
invested $1,000,000 in the Overseas Fund in March, when the
subprime mortgage market was already showing some signs of
strain.

The arbitration claims were filed by the law firms:

   * Maddox, Hargett & Caruso, P.C.,
   * Aidikoff, Uhl & Bakhtiari,
   * Page Perry, LLC, and
   * David P. Meyer & Associates Co., LPA.

"Bear Stearns did not properly disclose related party
transactions, the true nature of the risk of the illiquid
securities in the investment portfolio and failed to protect the
interests of their clients," Steven B. Caruso, Esq., at Maddox
Hargett & Caruso, P.C., in New York, said in a press release.

"Our investigation indicates that officials at Bear Stearns
engaged in a concerted effort to conceal the true state of
affairs at both of these hedge funds for an extended period of
time before they imploded," Mr. Caruso continued.

"Given Bear Stearns' dominance in the mortgage-backed securities
underwriting market, they knew or should have known how much
subprime exposure both of these hedge funds faced," Ryan
Bakhtiari, Esq., at Aidikoff, Uhl & Bakhtiari, in Beverly Hills,
California, stated.

"We're finding, in our investigation of these funds, that many
investors in these funds simply were unaware of what was being
held in their portfolios because it was not adequately
disclosed," Mr. Bakhtiari added.

According to the press release, the legal team pursuing the
arbitration claims includes:

   -- immediate past president and several current and former
      directors of the Public Investors Arbitration Bar
      Association;

   -- co-chairman of the American Bar Association Securities
      Arbitration Subcommittee;

   -- current chair and past members of the FINRA National
      Arbitration and Mediation Committee;

   -- a former general counsel of a national brokerage company;

   -- a former state securities commissioner; and

   -- a past member of the NASD Securities Arbitration Policy
      Task Force.

Reuters said that FINRA keeps the names of arbitration parties
confidential.  The legal team who filed the arbitration claims
declined to identify their clients.

Reuters added that Bear Stearns spokesman Russell Sherman
declined to comment, saying he had not seen the complaint.

                   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: Moody's Downgrades Ratings on 16 Tranches
-------------------------------------------------------
Moody's Investors Service has downgraded the ratings of sixteen
tranches and has placed under review for possible downgrade the
ratings on six tranches from five transactions issued by Bear
Stearns Mortgage Funding Trust in 2006.  The collateral backing
these classes consists of primarily first lien, adjustable-rate
negative amortizing Alt-A mortgage loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its analysis Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Issuer: Bear Stearns Mortgage Funding Trust 2006-AR1

  -- Cl. I-B-6, Downgraded to Baa3, previously Baa2,
  -- Cl. I-B-7, Downgraded to Ba1, previously Baa3,
  -- Cl. II-B-2 Currently Aa2 on review for possible downgrade,
  -- Cl. II-B-3, Downgraded to A3, previously A1,
  -- Cl. II-B-4, Downgraded to Baa2, previously A3,
  -- Cl. II-B-5, Downgraded to B1, previously Ba2,

Issuer: Bear Stearns Mortgage Funding Trust 2006-AR2

  -- Cl. II-B-1 Currently Aaa on review for possible downgrade,
  -- Cl. II-B-2 Currently Aa3 on review for possible downgrade,
  -- Cl. II-B-3, Downgraded to Baa1, previously A3,
  -- Cl. II-B-4, Downgraded to Baa3, previously Baa1,
  -- Cl. II-B-5, Downgraded to B1, previously Ba1,

Issuer: Bear Stearns Mortgage Funding Trust 2006-AR3

  -- Cl. II-B-1 Currently Aaa on review for possible downgrade,
  -- Cl. II-B-2 Currently Aa3 on review for possible downgrade,
  -- Cl. II-B-3, Downgraded to Ba1, previously A3,
  -- Cl. II-B-4, Downgraded to Ba3, previously Baa1,
  -- Cl. II-B-5, Downgraded to Caa2, previously Ba2,

Issuer: Bear Stearns Mortgage Funding Trust 2006-AR4

  -- Cl. B-2 Currently Aa3 on review for possible downgrade,
  -- Cl. B-3, Downgraded to Baa1, previously A3,
  -- Cl. B-4, Downgraded to Baa2, previously Baa1,
  -- Cl. B-5, Downgraded to B1, previously Ba1,

Issuer: Bear Stearns Mortgage Funding Trust 2006-AR5

  -- Cl. II-B-4, Downgraded to Baa2, previously Baa1,
  -- Cl. II-B-5, Downgraded to B1, previously Ba1.


BLACKHAWK AUTOMOTIVE: Court Approves Proposed Asset Sale Procedure
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio
approved the bidding procedure proposed by Blackhawk Automotive
Plastics Inc. for the public sale of its business.

W. Y. Campbell & Company, the Debtor's investment banker, will
serve as the Debtor's agent for the sale of the assets.

The Debtor will ask the Court on or before Feb. 8, 2008, to
set the auction and sale hearing dates.

An auction is expected to take place prior to an anticipated
sale closing date of March 14, 2008.

To participate in the auction, bids must be received by the
sale agent before 5:00 p.m. (Eastern Time) on Feb. 29, 2008.

Bids must accompany an earnest money cash deposit equivalent to
five percent of the proposed purchase price but not to exceed
$1.0 million.  Qualifying bidders may then submit successive bids
in increments of not less than $100,000.

The sale is part of the Debtor's postpetition financing agreement
with certain of its lenders.

Salem, Ohio-based Blackhawk Automotive Plastics Inc., formerly
Warren Molded/Custom Plastics, manufactures injection molded
plastic products and motor vehicle parts and accessories.  BAP's
customers include General Motors, Delphi, Lear, Chrysler, Honda,
Navistar, and Visteon.  BAP employs about 1,574 workers
domestically, and generated $136 million in sales in 2006.

BAP owns Canadian subsidiary, Blackhawk Automotive Plastics Ltd.
which operated a manufacturing facility in Ontario until Johnson
Controls Inc. bought BAP Canada's assets in May 2005.  BAP
Canada's remaining assets consist primarily of net operating loss
carryforwards for Canadian tax purposes.  The NOLs had a book
value of about $8.2 million as of December 2005.  BAP also owns a
plant in Upper Sandusky, Ohio, which ceased operations in 2006.

The company filed for chapter 11 protection on Oct. 22, 2007
(Bankr. N.D. Ohio, Case No. 07-42671).  Its parent company, Tier e
Automotive Group Inc., filed a separate chapter 11 petition on the
same day (Bankr. N.D. Ohio, Case No. 07-42673).

Tier e acquired BAP from Worthington Industries Inc. in 1999.
Tier e also owns 49% stake in Nescor Holdings Inc., a holding
company for Nescor Plastics Corporation, also an automotive
plastics supplier.

William I. Kohn, Esq., David M. Neumann, Esq., Stuart A. Laven,
Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP represent
the Debtors in their restructuring efforts.  Donlin Recano &
Company Inc. provides the Debtors with claims, noticing, balloting
and distribution services.  The Debtors' schedules disclosed total
assets of $58,665,229 and total liabilities of $51,244,592.  As of
bankruptcy filing, BAP's aggregate debt to its senior facility
lenders was about $33 million.


BLUE HERON: Moody's Slashes Rating on Class B Notes to Ba1
----------------------------------------------------------
Moody's Investors Service has downgraded and placed these notes
issued by Blue Heron Funding VI, Ltd. on review for possible
downgrade:

Class Description: EUR89,936,000 ($105,000,000) Class B Blue Heron
Funding VI Notes, due May 21, 2047

  -- Prior Rating: A3
  -- Current Rating: Ba1, 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 structured
finance securities.


BNC MORTGAGE: Fitch Rates $32.2 Mil. Class Certificates at Low-B
----------------------------------------------------------------
Fitch Ratings has taken these rating action on one BNC mortgage
pass-through certificate.  Affirmations total $974.7 million.  In
addition, approximately $45.7 million are placed on Ratings Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

BNC 2007-2

  -- $386.8 million class A1 affirmed at 'AAA'
     (BL: 36.41, LCR: 3.51);

  -- $220.8 million class A2 affirmed at 'AAA'
     (BL: 62.02, LCR: 5.98);

  -- $100.8 million class A3 affirmed at 'AAA'
     (BL: 42.78, LCR: 4.12);

  -- $30.7 million class A4 affirmed at 'AAA'
     (BL: 36.39, LCR: 3.51);

  -- $42.9 million class A5 affirmed at 'AAA'
     (BL: 36.41, LCR: 3.51);

  -- $50.7 million class M1 affirmed at 'AA+'
     (BL: 31.62, LCR: 3.05);

  -- $50.7 million class M2 affirmed at 'AA'
     (BL: 26.73, LCR: 2.58);

  -- $17.8 million class M3 affirmed at 'AA-'
     (BL: 24.94, LCR: 2.40);

  -- $21.7 million class M4 affirmed at 'A+'
     (BL: 22.71, LCR: 2.19);

  -- $17.8 million class M5 affirmed at 'A'
     (BL: 20.82, LCR: 2.01);

  -- $12.2 million class M6 affirmed at 'A-'
     (BL: 19.38, LCR: 1.87);

  -- $11.7 million class M7 affirmed at 'BBB+'
     (BL: 17.85, LCR: 1.72);

  -- $9.4 million class M8 affirmed at 'BBB+'
     (BL: 16.67, LCR: 1.61);

  -- $13.3 million class M9 rated 'BBB' (BL: 15.06, LCR: 1.45)
     and placed on Rating Watch Negative;

  -- $17.2 million class B1 rated 'BB+' (BL: 13.06, LCR: 1.26)
     and placed on Rating Watch Negative;

  -- $15 million class B2 rated 'BB' (BL: 11.60, LCR: 1.12) and
     placed on Rating Watch Negative.

Summary

  -- Originators: (100% BNC);
  -- 60+ day Delinquency: 6.60%;
  -- Realized Losses to date (% of Original Balance): 0.01%;
  -- Expected Remaining Losses (% of Current Balance): 10.38%;
  -- Cumulative Expected Losses (% of Original Balance): 9.77%.

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


CAPITAL GUARDIAN: Moody's Junks Ratings on Class B Notes
--------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by
Capital Guardian ABS CDO I:

Class Description: Class B Second Priority Senior Secured Floating
Rate Notes due April 2037

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa2

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


CARRINGTON MORTGAGE: Fitch Cuts Ratings on $40.3MM Certs. to Low-B
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Carrington
mortgage pass-through certificates.  Affirmations total
$622.7 million and downgrades total $224.1 million.  In addition,
approximately, $26.4 million is placed on Rating Watch Negative.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

Series 2007-FRE1

  -- $335.9 million class A-1 affirmed at 'AAA'
     (BL:58.49, LCR:3.36);

  -- $143.3 million class A-2 affirmed at 'AAA'
     (BL:48.43, LCR:2.78);

  -- $143.3 million class A-3 affirmed at 'AAA'
     (BL:41.84, LCR:2.4);

  -- $26.4 million class A-4 rated 'AAA' and placed on Rating
     Watch Negative (BL:38.03, LCR:2.18);

  -- $58.5 million class M-1 downgraded to 'AA-' from 'AA+'
     (BL:33.88, LCR:1.95);

  -- $40.3 million class M-2 downgraded to 'A+' from 'AA'
     (BL:29.37, LCR:1.69);

  -- $20.6 million class M-3 downgraded to 'A' from 'AA-'      
     (BL:26.97, LCR:1.55);

  -- $17.6 million class M-4 downgraded to 'A-' from 'A+'
     (BL:24.84, LCR:1.43);

  -- $16.6 million class M-5 downgraded to 'BBB+' from 'A'
     (BL:22.82, LCR:1.31);

  -- $15.1 million class M-6 downgraded to 'BBB' from 'A-'
     (BL:20.97, LCR:1.2);

  -- $14.6 million class M-7 downgraded to 'BBB-' from 'BBB+'
     (BL:19.22, LCR:1.1);

  -- $13.6 million class M-8 downgraded to 'BB' from 'BBB'
     (BL:17.66, LCR:1.01);

  -- $12.6 million class M-9 downgraded to 'B' from 'BBB-'
     (BL:16.31, LCR:0.94);

  -- $14.1 million class M-10 downgraded to 'B' from 'BB+'
     (BL:15.05, LCR:0.86).

Deal Summary

  -- Originators: 100% Fremont Investment & Loan;
  -- 60+ day Delinquency: 11.31%;
  -- Realized Losses to date (% of Original Balance): 0.00%;
  -- Expected Remaining Losses (% of Current Balance): 17.41%;
  -- Cumulative Expected Losses (% of Original Balance):
     15.95%.

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


CENTRAL GARDEN: S&P Lowers Ratings Corporate Credit Rating to B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Central Garden & Pet Co. to 'B' from 'B+', its senior
secured bank loan rating to 'B+' from 'BB-', and its senior
subordinated debt rating to 'CCC+' from 'B-'.  The ratings remain
on CreditWatch, where they were placed with negative implications
on June 7, 2007, following the company's downward revision of its
fiscal third-quarter and full-year 2007 earnings guidance; the
ratings were subsequently lowered
one notch on Oct. 12, 2007, following continued weak operating
performance and tight financial covenants, and kept on CreditWatch
negative.  Approximately $610 million of debt was outstanding as
of Sept. 30, 2007.

"The downgrade and continued CreditWatch listing reflect the
company's very weak operating performance in fiscal 2007 as it
copes with increased grain costs, unseasonable weather in its lawn
& garden business, and lower demand for its aquatics products,"
said Standard & Poor's credit analyst Patrick Jeffrey.  "We expect
these trends will continue at least through the first quarter of
fiscal 2008."
    
Despite bank amendments in March and August 2007 to obtain
covenant relief, the company was barely in compliance with its 5x
maximum debt leverage covenant for fiscal 2007.  As a result,
Standard & Poor's believes the company will be challenged to
maintain compliance under its financial covenants in the near
term.  This will be a particular concern when the company heads
into its peak seasonal borrowing needs in the second quarter of
fiscal 2008.


CHARLES RIVER: Moody's Junks Ratings on $4.8 Mil. Notes
-------------------------------------------------------
Moody's Investors Service has placed these notes issued by Charles
River CDO I, Ltd. on review for possible downgrade:

Class Description: $3,000,000 Class B-F Fixed Rate Notes Due
December 9, 2037

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

Class Description: $18,000,000 Class B-V Floating Rate Notes Due
December 9, 2037

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

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

Class Description: $4,800,000 Class C Fixed Rate Notes Due
December 9, 2037

  -- Prior Rating: Ba3
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $15,000,000 Combination Securities Due December
9, 2037

  -- Prior Rating: Aaa
  -- Current Rating: Baa3, 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 structured
finance securities.


CHESAPEAKE CORP: Board Elects Mary Jane Hellyar as Board Director
-----------------------------------------------------------------
The board of directors of Chesapeake Corporation has elected Mary
Jane Hellyar, executive vice president of Eastman Kodak Company
and president of Kodak's Film Products Group, a director of
Chesapeake.  She will replace Dr. Frank S. Royal, a Chesapeake
director since 1990, who has retired for health reasons.

Ms. Hellyar joined Eastman Kodak in 1982 as a research scientist
and has served in a number of positions, including general
manager, Consumer Film Business, and president, Display and
Components Group.

She has a bachelor's degree in chemistry and mathematics from the
College of St. Catherine in St. Paul, Minnesota, master's and
doctoral degrees in chemical engineering from Massachusetts
Institute of Technology and an MBA degree in the management of
technology from the Sloan School at the Massachusetts Institute of
Technology.

"We are pleased to have Dr. Hellyar join our board of directors
and look forward to her contributions, especially in the areas
related to her knowledge of and experience with retail and
industrial marketing," Sir David Fell, chairman of the Chesapeake
board of directors, said.

Dr. Royal, a physician in Richmond, Virginia, served on all the
standing committees on Chesapeake's board during his tenure,
including chairing the corporate governance and nominating
committee.

"Frank Royal has been a sage voice of experience in corporate
governance matters on Chesapeake's board and his fellow directors
have benefited from his broad experience as a corporate director,"
Sir Fell said.  "We will miss him in our board meeting room."

                  About Chesapeake Corporation

Headquartered in Richmond, Virginia, Chesapeake Corporation
(NYSE:CSK) -- http://www.cskcorp.com/--  is a supplier of  
specialty paperboard packaging products in Europe and an
international supplier of plastic packaging products to niche end-
use markets.  Chesapeake has 47 locations in Europe, North
America, Africa and Asia and employs approximately 5,500 people.

                         *     *     *

Moody's Investor Service placed Chesapeake Corporation's
probability of default rating at 'B1' in September 2006.  The
rating still hold to date with a stable outlook.


CHICAGO H&S: Files Schedules of Assets and Liabilities
------------------------------------------------------
Chicago H&S Hotel Property, LLC filed with the U.S. Bankruptcy
Court for the Northern District of Illinois, its schedules of
assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property               $125,000,000
  B. Personal Property             $8,553,529
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                             $102,486,649
  E. Creditors Holding
     Unsecured Priority
     Claims                                       $1,845,390
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $2,530,673
                                  -----------    -----------
     TOTAL                       $133,553,529   $106,862,713

Based in Chicago, Illinois, Chicago H&S Hotel Property, LLC, dba
Hotel 71, owns and operates a 40-story, 437 guestroom full service
hotel.  The company filed for Chapter 11 protection on Oct. 29,
2007 (Bankr. N.D. Ill. Case No. 07-20088).  Charles R. Gibbs, Esq.
at Akin Gump Strauus Hauer & Feld LLP, and Daniel A. Zazove, Esq.,
and Jason d. Horwitz, Esq., at Perkins Coie LLP, represent the
Debtor in its restructuring efforts.


CITGO PETROLEUM: Proposed $1 Bil. Loan Cues S&P to Hold Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings, including the 'BB' corporate credit rating, and its
senior secured and recovery ratings, on CITGO Petroleum Corp.,
after the company proposed $1 billion in unrated, additional
secured debt, to be ranked pari passu with its existing credit
facility.

The outlook on the company is stable.  Houston, Texas,-based CITGO
had $1.3 billion of funded debt as of Sept. 30, 2007.
     
CITGO will use proceeds from the $1 billion first-lien financing
to fund a 1 billion intercompany loan to its parent, Petroleos de
Venezuela S.A. (PDVSA; foreign currency BB-/Stable/--).

"Although the increase in debt is clearly unfavorable for credit,
CITGO's resulting leverage is within the low end of our range of
expectations for the current rating," said Standard & Poor's
credit analyst Ben Tsocanos.

The first-lien facilities currently consist of a $1.15 billion
term revolving credit facility and a $700 million term loan. The
'BBB-' bank loan rating (two notches above the 'BB' corporate
credit rating on the company) and recovery rating of '1' indicate
the expectation of very high (90%-100%) recovery in the event of a
payment default.

(For the complete recovery analysis, see Standard & Poor's
research report published Oct. 17, 2005, on RatingsDirect.)

The ratings on CITGO reflect a satisfactory business risk profile
and an aggressive financial risk profile, but are limited by the
ratings on PDVSA.

CITGO's credit strength as a stand-alone entity is based on the
scale and complexity of its refining operations, which have net
crude processing capacity of 750,000 barrels per day through three
fuel refineries, placing it among the largest refiners in the U.S.  
The company gains substantial competitive advantage from its
ability to process large volumes of heavy sour crude oils--which
trade at sharp discounts to better-quality crude oil--into high-
margin products, and from its relatively large refineries, which
give it economies of scale.


CITGO PETROLEUM: $1 Billion Loan Cues Moody's to Affirm Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed CITGO Petroleum Corporation's
Ba1 corporate family rating and the senior secured bank loan and
industrial revenue bonds, rated Baa3 (LGD 3, 31% changed to LGD 2,
25%), in response to the company's plan to lend $1 billion to its
parent company, Petroleos de Venezuela (rated B1 GLCR and B1 FC
issuer rating).  The affirmation reflects the CITGO's baseline
credit assessment of 12, mapping to Ba2, which already
incorporates political risk and expected parent demands on CITGO's
assets and cash flow.  In addition, CITGO's moderate leverage
position can accommodate the $1 billion increase in total debt and
financial leverage within the framework of the Ba2 BCA.  The Ba1
CFR reflects uplift on the basis of CITGO's status as a government
related issuer.

CITGO has indicated it plans to undertake a $1 billion senior
secured loan that will be pari passu with its existing debt, the
proceeds of which will be upstreamed to PDVSA via an inter-company
loan.  CITGO will take a note from PDVSA and receive interest
income approximately equal to its debt service on the new secured
loan.  Because of the deductibility of the interest expense, a
loan will be more tax efficient than dividends as a way for PDVSA
to access CITGO's assets and cash flow.

Moody's notes that CITGO's dividends have recently been increased
in line with cash proceeds from asset sales of approximately $3.7
billion, but that the dividend policy going forward are expected
to be tied to normalized net income and also will be restricted by
a maximum debt covenant in its bank agreements.  In addition,
CITGO continues to invest in necessary environmental and
maintenance projects and generate free cash flow after capital
spending.  The new loan is consistent with PDVSA's desire to
redeploy CITGO's free cash flow outside of the company.

In affirming the ratings for the bank loan and IRBs, the existing
probability of default rating will change to Ba2 from Ba1,
reflecting a higher recovery rate, since first lien secured debt
represents a large portion of liabilities in the capital structure
relative to unsecured non-debt liabilities.

Moody's is maintaining a stable outlook on CITGO's ratings, based
on an outlook for reasonably strong refining margins, internal
funding of its capital needs, and a normal dividend policy.  While
CITGO has to date maintained a moderate leverage profile and
continues to operate within its financial covenants, the stable
outlook and current ratings have only limited scope for further
leveraging by CITGO to provide cash up to PDVSA.

CITGO Petroleum Corporation is headquartered in Houston, Texas.   
It is a wholly-owned subsidiary of Petroleos de Venezuela, the
national oil company of Venezuela.


COINMACH SERVICES: Moody's Confirms then Withdraws Ratings
----------------------------------------------------------
Moody's Investors Service confirmed the corporate family rating of
Coinmach Services Corp. following the recent announcement that the
company has been acquired by an affiliate of Babcock & Brown
Limited.  The confirmation was prompted by the company's
completion of $1.2 billion of acquisition financing, which
included secured credit and unsecured bridge facilities. In
connection with the merger, Coinmach has issued a notice of
redemption to redeem all of its outstanding 11% Senior Secured
Notes due 2024 on Dec. 21, 2007.  Subsequent to the redemption,
all of the company's rated debt will be repaid.

In anticipation of the note redemption, Moody's has withdrawn all
of Coinmach's ratings.

These ratings were confirmed and subsequently withdrawn:

Coinmach Service Corp.

  -- Corporate family rating, B2
  -- Probability of default rating, B2
  -- 11% IDS Sr. Sec. 1st Lien notes due 2024, Caa1 (LGD6, 94%)

Coinmach Corporation (Subsidiary)

  -- Senior secured 1st lien bank facility due 2010, B2 (LGD3,
     45%)
  -- Senior secured 1st lien bank facility due 2012, B2 (LGD3,
     45%)

On June 15, 2007, Moody's placed Coinmach's ratings on review for
possible downgrade following the announcement that the company had
entered into an agreement to be acquired by Babcock & Brown
Limited and a syndicate of investors.  The review was prompted by
the likelihood that Coinmach's debt levels would increase as a
result of the acquisition.

Coinmach Services Corp., through its wholly owned subsidiaries, is
the single largest provider of outsourced laundry services for
multi-family housing properties in North America.


COMPLETE RETREATS: Court Confirms Joint Plan of Liquidation
-----------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut confirmed Complete Retreats LLC and its
debtor-
affiliates' First Amended Joint Plan of Liquidation.

              Majority of Creditors Accept the Plan

The Debtors, according to information provided by their balloting
agent, certified that sufficient acceptances have been received.  

The number of eligible voters in Class 3 total 1,815.  
Approximately 199 creditors with claims totaling $48,992,868
submitted ballots.  Approximately 176 holders of Class 3 claims
voted to accept the Plan, representing $44,631,242 in claims.  
Approximately 23 holders of Class 3 claims voted to reject the
Plan, representing $4,361,626 in claims.  Thus, approximately 90%
in number and 89% in amount of Claims in Class 3 of the Plan
that voted on the Plan voted to accept the Plan.

Of the 81 eligible voters in Class 4, about 21 creditors
representing $14,826 submitted ballots.  Approximately 18 holders
of Class 4 claims voted to accept the Plan, representing $13,930
in claims; while three holders of Class 4 claims rejected the
Plan, representing $895 in claims.  Thus, approximately 86% in
number and 94% in amount of Claims in Class 4 of the Plan that
voted on the Plan voted to accept the Plan.

Holders of claims in Class 1 and Class 2 are unimpaired and are
deemed to accept the Plan.  Holders of interests in Class 5
receive nothing under the plan and are deemed to reject the Plan.

                        Objections Resolved

According to the Debtors, the only objection to the Plan came
from Jeffrey Gram, Private Island Management Limited, and Casa
Olita Limited.  The Debtors believe that this objection has been
resolved and will be withdrawn, and no other objections to the
Plan were timely filed.

               Revised Liquidating Trust Agreement

On November 20, 2007, the Debtors delivered to the Court a
revised Liquidating Trust Agreement.  Non-material changes were
made to the draft.   

A full-text copy of the Revised Liquidating Trust Agreement is
available for free at:

    http://bankrupt.com/misc/revised_liquidatingtrustpact.pdf

With respect to the payment and treatment of outstanding
professional fees, the Debtors disclosed, among others, that:

   -- they owe Bingham McCutchen LLP, Dechert LLP, Kramer Capital
      Partners LP, and XRoads Solutions Group LLC $4.8 million
      for incurred and unpaid fees and expenses for services
      rendered as of September 30, 2007, which sum includes
      "holdbacks" of approximately $300,000; and

   -- the Estate Professionals each agree to take a note payable
      for their portions of the remaining approximately $4.8
      million of professional fees and expenses.  The Note will
      be secured by a first-priority security interest in and
      lien against all of the assets transferred to the
      Liquidating Trust under the Plan.  The Note will bear
      interest at 4% per annum and will mature on June 30, 2008.

                          Modified Plan

As reported in the Troubled Company Reporter on Sept. 5, 2007,
the Court approved the disclosure statement explaining the
Debtors' Plan holding that the Modified Disclosure Statement
contained adequate information within the meaning of Section 1125
of the Bankruptcy Code.

The Modified Plan dated August 30, 2007, is predicated upon
substantive consolidation of (i) the Debtors' estates, (ii) DR
Umbria, Ltd., a non-debtor Northern Irish limited company, which
is indirectly wholly owned by Complete Retreats, and (iii)
Retreats Europe, Ltd., a non-debtor United Kingdom limited
company, which is wholly owned by Preferred Retreats.

Substantive consolidation results in, among other things, (i)
pooling the assets of, and claims against, the consolidated
entities, (ii) satisfying liabilities from a common fund, (iii)
eliminating intercompany claims, and (iv) combining the creditors
of the consolidated entities for purposes of voting on a plan.

Holders of Class 3 General Unsecured Claims will receive less
under the Modified Plan:

  (a) between 0 and 2% -- instead of 4.9% -- for former members
      or vendors who declined Ultimate Resort LLC's membership
      offer in the Ultimate Destination Club, and other general
      unsecured creditors; and

  (b) between 0 and 0.6% -- instead of 1.7% -- for Accepting
      Offerees.

Ultimate acquired substantially all of the Debtors' assets in
2006 for $98,000,000 cash.

Roughly 645 of the Offerees with claims aggregating approximately
$220,000,000 accepted New Membership Contracts with Ultimate.,
including eight of the 11 members of the Official Committee of
Unsecured Creditors in the Debtors' cases.

More than 230 Former Members and General Unsecured Creditors that
were offered New Membership Contracts declined Ultimate's  offer,
and their aggregate Claims are roughly $130,000,000.

Accepting Offerees lose their bargained-for, contractual right
under their Membership Agreements with the Debtors to redeem the
amount of their deposit from the Debtors.

Under the Modified Plan, the Debtors estimate having roughly
$400,000 of cash on hand on the Plan Effective Date.  The Debtors
anticipate that the sale of any remaining Assets should generate
between $588,000 and $6,500,000 in proceeds after payment of any
and all Allowed Convenience Class Claims, Allowed Administrative
Expense Claims, Allowed Priority Tax Claims, Allowed Priority
Non-Tax Claims, and Allowed Other Secured Claims and without
taking into account any potential proceeds from a lawsuit
relating to Private Retreats Belize, LLC's prepetition sale
transaction with Jeffrey Gram and Private Island Management
Limited, or any other Causes of Action or from any insurance
policies of the Debtors.

The Debtors could not estimate what the potential recoveries may
be on Causes of Action that may be pursued by the Liquidating
Trustee appointed under the Plan.

                   About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.  (Complete Retreats Bankruptcy News, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


CONTINENTAL AIRLINES: Fitch Holds Sr. Unsecured Debt's Junk Rating
------------------------------------------------------------------
Fitch Ratings has affirmed the debt ratings of Continental
Airlines, Inc. as:

  -- Issuer Default Rating at 'B-';
  -- Senior unsecured debt at 'CCC'/RR6

The Rating Outlook for Continental is Stable.

Ratings for CAL reflect the airline's heavy fixed obligation
funding burden, the risk of rising leverage levels in a
potentially difficult 2008 industry operating environment, as well
as ongoing vulnerability to fuel price and air travel demand
shocks.  While CAL's recent cash flow generation performance has
been encouraging, the operating outlook is increasingly uncertain
in light of $90-plus per barrel crude oil prices and growing
worries over a possible U.S. economic slowdown in 2008.  Planned
available seat mile capacity growth will be relatively low next
year (2-3%); however, CAL is financing new aircraft deliveries
with additional secured debt, and it may see a modest increase in
lease-adjusted leverage by year-end 2008.

Cost pressures remain a significant credit concern, especially in
light of the big run-up in crude and refined product prices
witnessed since September.  With relatively modest fuel hedge
positions in place (approximately 32% of Q4 purchases hedged with
protection above $2.23 per gallon of jet fuel), operating margins
will suffer this winter as a result of the fuel price spike.  
Moreover, the outlook for 2008 is clearly being influenced by
increasing doubts over the health of the U.S. economy and the
resilience of both business and leisure air travel demand trends.  
Fitch expects revenue per available seat mile growth for CAL and
the entire industry to slow materially next year, pressuring
margins and constraining free cash flow generation in a year when
CAL's capital spending commitments and debt balances will rise.

On the positive side, CAL's liquidity position is now much
stronger after two years of solid unit revenue expansion and good
free cash flow generation.  As of Sept. 30, unrestricted cash
totaled $3 billion.  CAL now expects year-end cash balances to
total $2.7 billion to $2.8 billion.  Fixed obligations for 2008
include approximately $629 million of scheduled debt maturities
and approximately $200 million of required cash pension funding.  
Fitch expects CAL to continue funding its defined benefit pension
plans at levels beyond minimum required amounts.

CAL continues to outperform the broader industry in terms of yield
and RASM growth?despite the fact that it has been growing faster
than most of the other U.S. legacy carriers.  International route
economics in particular have remained excellent, and the airline
expects to grow its international operations further with
recently-announced twice-daily trips to London-Heathrow from both
the Houston and Newark Liberty hubs, as well as expansion into new
Latin American markets to be met partially through the new B737 NG
aircraft entering the fleet next year.

Industry-wide adjustments to 2008 capacity growth plans have been
consistent during Q4, with CAL, Delta and Southwest all announcing
earlier this month that they will pull some additional seats out
of the domestic schedule for 2008.  This provides some support for
a more credible RASM soft landing scenario next year, but Fitch
expects earnings and free cash flow to weaken as a result of the
softening operating environment.

A change in the Rating Outlook to Positive could follow in 2008 if
a significant pull-back in energy prices and/or a continuation of
reasonably strong U.S. economic growth drives stable or improving
margins and modest improvements in leverage and cash flow coverage
metrics.  Movement toward industry consolidation could also
improve the credit outlook for CAL and all of the legacy carriers.


CPI INTERNATIONAL: Earns $2.8 Million in Quarter Ended Sept. 28
---------------------------------------------------------------
CPI International Inc. reported financial results for its fourth
quarter of fiscal 2007 and year ended Sept. 28, 2007.

Net income in the recent quarter was $2.8 million compared to net
income of $6.2 million in the fourth quarter of the previous
fiscal year.

CPI's net income in the fourth quarter of 2007 were negatively
impacted by the expenses related to the debt refinancing
implemented during the quarter, lowering net income by
$3.9 million.  Consequently, CPI's net income decreased from the
same quarter in the previous year.

In fiscal 2007, CPI International generated net income of
$22.5 million, a 31% increase from the $17.2 million generated in
fiscal 2006.

"CPI enjoyed an excellent fiscal 2007, and we finished the year on
a strong note," Joe Caldarelli, chief executive officer, said.  
"We grew our net income significantly, despite facing $2.6 million
in currency headwind from a weakening U.S. dollar and recognizing
$3.9 million, after taxes, in expenses related to our debt
refinancing.  We met or exceeded our projections for all financial
metrics on which we had issued guidance and generated increased
sales, orders, net income and EBITDA results."

"We continued to grow our business in the medical and
communications markets, maintained our valuable and stable
business in the defense markets and won important contracts in our
emerging military communications business," Mr. Caldarelli added.  
"Fiscal 2007 also included significant corporate developments for
CPI.  With the acquisition of Malibu Research Associates, which we
funded from cash on hand, we expanded our product offerings in the
radar, electronic warfare and communications markets by adding
specialized antennas to our product portfolio."  

"In addition, we strengthened our capital structure by
successfully completing a debt refinancing which we expect will
generate approximately $2 million in annual interest savings in
the future," Mr. Caldarelli related.

CPI's net income were impacted by the implementation of a
number of operational excellence, lean manufacturing and cost
reduction initiatives throughout the company, combined with the
realization of savings from the recent integration of the
company's Eimac operations into its Microwave Power Products
Division.

In addition, higher sales volume and sales of products with higher
gross margins contributed to the year-over-year growth in CPI's
net income.  These increases were partially offset by a
$2.6 million currency headwind related to CPI's Canadian dollar
denominated expenses as a result of the weakening of the U.S.
dollar and the increase in CPI's year-over-year average effective
exchange rate, as well as by expenses related to the
extinguishment of debt.

                 Liquidity and Capital Resources

CPI's fourth quarter and fiscal 2007 net income were negatively
impacted by $3.9 million in expenses, after taxes, related to the
debt refinancing.

As of the end of the previous fiscal year, CPI's cash and cash
equivalents totaled $30.2 million.  Notwithstanding the
August 2007 payment of approximately $22 million in connection
with the acquisition of Malibu Research Associates Inc., funded
entirely from cash on hand, CPI ended fiscal 2007 with cash and
cash equivalents totaling $20.5 million, demonstrating its ability
to continue to generate solid cash flow.

At Sept. 28, 2007, the company's balance sheet showed total assets
of $476.2 million and total liabilities of $350.3 million,
resulting in a total shareholders' equity of $125.9 million.

                      About CPI International

Headquartered in Palo Alto, California, CPI International Inc.  
(Nasdaq: CPII) -- http://www.cpii.com/-- is the parent company of  
Communications & Power Industries Inc., a provider of microwave,
radio frequency, power and control solutions for critical defense,
communications, medical, scientific and other applications.  

                         *     *     *

Moody's Investor Service plaved CPI International Inc.'s long term
corporate family and probability of default ratings at 'B1' in
July 2007.  The ratings still hold to date with a stable outlook.


CREDIT-BASED ASSET: Fitch Pares Ratings on $25.2MM Certs. to Low-B
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on classes from
Credit-Based Asset Servicing & Securitization LLC transactions.  
Affirmations total $292.2 million and downgrades total $161.3
million.  Break Loss percentages and Loss Coverage Ratios for each
class are included with the rating actions as:

C-BASS 2007-CB4

  -- $149.6 million class A-1A affirmed at 'AAA'
     (BL: 61.08, LCR: 3.25)

  -- $55.8 million class A-1B affirmed at 'AAA'
     (BL: 40.63, LCR: 2.16)

  -- $28.3 million class A-1C downgraded to 'AA' from 'AAA'
     (BL: 37.98, LCR: 2.02)

  -- $57.8 million class A-2A affirmed at 'AAA'
     (BL: 71.57, LCR: 3.81)

  -- $28.9 million class A-2B affirmed at 'AAA'
     (BL: 50.63, LCR: 2.69)

  -- $18 million class A-2C downgraded to 'AA' from 'AAA'
     (BL: 38.88, LCR: 2.07)

  -- $12.6 million class A-2D downgraded to 'AA' from 'AAA'
     (BL: 39.40, LCR: 2.1)


  -- $17.9 million class M-1 downgraded to 'AA-' from 'AA+'
     (BL: 34.38, LCR: 1.83)

  -- $16.4 million class M-2 downgraded to 'A+' from 'AA+'
     (BL: 30.91, LCR: 1.65)

  -- $10.2 million class M-3 downgraded to 'A' from 'AA'
     (BL: 28.64, LCR: 1.52)

  -- $8.9 million class M-4 downgraded to 'A-' from 'AA-'
     (BL: 26.55, LCR: 1.41)

  -- $8.2 million class M-5 downgraded to 'BBB+' from 'A+'
     (BL: 24.56, LCR: 1.31)

  -- $7.4 million class M-6 downgraded to 'BBB' from 'A'
     (BL: 22.67, LCR: 1.21)

  -- $7.4 million class B-1 downgraded to 'BBB-' from 'A-'
     (BL: 20.71, LCR: 1.1)

  -- $6.4 million class B-2 downgraded to 'BB' from 'BBB+'
     (BL: 18.97, LCR: 1.01)

  -- $5.9 million class B-3 downgraded to 'B' from 'BBB'
     (BL: 17.42, LCR: 0.93)

  -- $7.7 million class B-4 downgraded to 'B' from 'BBB-'
     (BL: 15.70, LCR: 0.84)

  -- $5.4 million class B-5 downgraded to 'B' from 'BB+'
     (BL: 14.62, LCR: 0.78)

Deal Summary

  -- Originators: Wilmington (18.61%), People's Choice
     (19.90%), New Century (19.94%);
  -- 60+ day Delinquency: 11.48%;
  -- Realized Losses to date (% of Original Balance): 0.00%;
  -- Expected Remaining Losses (% of Current Balance): 18.79%;
  -- Cumulative Expected Losses (% of Original Balance):
     17.74%.

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


CREDIT SUISSE: Fitch Cuts Ratings on $11.5MM Class Certs. to Low-B
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Credit Suisse
First Boston Mortgage Securities Corp. Home Equity Mortgage Trust
2005-2 mortgage pass-through certificates.  Affirmations total
$83.5 million and downgrades total $11.5 million.  In addition,
the $11.5 million of downgraded bonds were also placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class, rated B or higher, are included with the rating
actions as:

CSFB HEMT 2005-2

  -- $8.6 million class M-2 affirmed at 'AA'
     (BL: 96.80, LCR: 4.62);

  -- $11.5 million class M-3 affirmed at 'AA-'
     (BL: 88.55, LCR: 4.22);

  -- $11.7 million class M-4 affirmed at 'A+'
     (BL: 77.60, LCR: 3.7);

  -- $11.5 million class M-5 affirmed at 'A'
     (BL: 66.09, LCR: 3.15);

  -- $10.8 million class M-6 affirmed at 'A-'
     (BL: 55.10, LCR: 2.63);

  -- $10.8 million class M-7 affirmed at 'BBB+'
     (BL: 44.03, LCR: 2.1);

  -- $10.8 million class M-8 affirmed at 'BBB'
     (BL: 26.13, LCR: 1.25);

  -- $7.6 million class M-9 affirmed at 'BBB-'
     (BL: 22.99, LCR: 1.1);

  -- $7.9 million class B-1 downgraded to 'BB-' from 'BB+'
     (BL: 19.11, LCR: 0.91), placed on Rating Watch Negative;

  -- $3.6 million class B-2 downgraded to 'B' from 'BB'
     (BL: 17.72, LCR: 0.85), placed on Rating Watch Negative;

Deal Summary

  -- Originators: Various
  -- 60+ day Delinquency: 8.13%
  -- Realized Losses to date (% of Original Balance): 3.56%;
  -- Expected Remaining Losses (% of Current Balance): 20.97%;
  -- Cumulative Expected Losses (% of Original Balance): 7.96%.

The information above is based off the October 2007 remittance
period.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.  Minimum LCR's specifically for subprime
second lien transactions are as follows: 'AAA':2.00; 'AA':1.75;
'A':1.50; 'BBB':1.20; 'BB':0.95; 'B':0.75.


CREDIT SUISSE: Fitch Junks Rating on $14.4 Mil. Class M-9 Certs.
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on classes from
Credit Suisse First Boston Home Equity Asset Trust transactions.  
Affirmations total $378.3 million and downgrades total $691.6
million.  In addition, $677.2 million is placed on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

CSFB HEAT 2007-2

  -- $420 million class 1-A-1 downgraded to 'AA-' from 'AAA'
     (BL: 37.93, LCR: 1.76) and placed on Rating Watch
     Negative;

  -- $226.3 million class 2-A-1 affirmed at 'AAA' (BL: 68.86,
     LCR: 3.19);

  -- $73 million class 2-A-2 affirmed at 'AAA' (BL: 56.84,
     LCR: 2.63);

  -- $79 million class 2-A-3 affirmed at 'AAA' (BL: 43.65,
     LCR: 2.02);

  -- $40 million class 2-A-4 downgraded to 'AA-' from 'AAA'
     (BL: 37.78, LCR: 1.75) and placed on Rating Watch
     Negative;

  -- $48 million class M-1 downgraded to 'A' from 'AA+'
     (BL: 33.39, LCR: 1.55) and placed on Rating Watch Negative;

  -- $45 million class M-2 downgraded to 'BBB+' from 'AA+'
     (BL: 29.32, LCR: 1.36) and placed on Rating Watch Negative;

  -- $26.4 million class M-3 downgraded to 'BBB' from 'AA'
     (BL: 26.86, LCR: 1.24) and placed on Rating Watch Negative;

  -- $22.8 million class M-4 downgraded to 'BBB-' from 'AA-'
     (BL: 24.72, LCR: 1.15) and placed on Rating Watch
     Negative;

  -- $21.6 million class M-5 downgraded to 'BB' from 'A+'
     (BL: 22.68, LCR: 1.05) and placed on Rating Watch Negative;

  -- $20.4 million class M-6 downgraded to 'BB' from 'A'
     (BL: 20.49, LCR: 0.95) and placed on Rating Watch Negative;

  -- $18.6 million class M-7 downgraded to 'B' from 'BBB+'
     (BL: 18.42, LCR: 0.85) and placed on Rating Watch Negative;

  -- $14.4 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 16.92, LCR: 0.78) and placed on Rating Watch Negative;

  -- $14.4 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 15.70, LCR: 0.73).

Deal Summary
  -- Originators: Equifirst (39.7%), ResMAE (37.7%);
  -- 60+ day Delinquency: 14.59%;
  -- Realized Losses to date (% of Original Balance): 0.09%;
  -- Expected Remaining Losses (% of Current Balance): 21.58%;
  -- Cumulative Expected Losses (% of Original Balance): 20.24%.

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


CREDIT SUISSE: S&P Revises CreditWatch on Three Classes
-------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
placements on three classes of commercial mortgage pass-through
certificates issued by Credit Suisse First Boston Mortgage
Securities Corp.'s series 2001-FL2 to negative from developing
(see list).

The ratings were placed on CreditWatch developing on June 1, 2007,
after discussions with the special servicer, Archon Group,
revealed that the remaining asset in the pool, the Hotel Royal
Plaza, was expected to be liquidated before Dec. 31, 2007.  The
projected liquidation proceeds were expected to repay all
outstanding exposure on the securities at the time of
liquidation, including accumulated interest shortfalls.

Standard and Poor's revised the CreditWatch placements to negative
because recent discussions with Archon indicated that potential
buyers are having trouble procuring financing, and the asset will
most likely not be liquated for months.  S&P will resolve the
CreditWatch after S&P examines the asset's year-to-date financial
reports and the structural mechanics of the trust.
     
As of the Nov. 15, 2007 remittance report, the Hotel Royal Plaza
asset had a total exposure of $51.4 million, which included $16.4
million of servicer advances.  The master servicer, KeyBank Real
Estate Capital, has stopped advancing on the asset, and the
property's generated cash flow is being used to reduce the
outstanding servicer advances and interest thereon.

          Ratings Placed on CreditWatch Negative   
              
                CSFB Mortgage Securities Corp.
          Commercial mortgage pass-through certificates
                       series 2001-FL2

                              Rating
                              ------
            Class      To                   From   
            -----      --                   ----
            J          B-/Watch Neg         B-/Watch Dev
            K          CCC/Watch Neg        CCC/Watch Dev
            L          CCC-/Watch Neg       CCC-/Watch Dev


DANA CORP: Rhodes Wants Cape Girardeau Property Offer Considered
----------------------------------------------------------------
Rhodes Development Company, LLC. is interested in purchasing the
Cape Girardeau property at a higher purchase price, hence, it
asks Dana Corp. and its debtor-affiliates to consider its offer.  
Rhode says that is willing to participate in any reasonable
auction format established for the sale of the Property.

As reported in the Troubled Company Reporter on Dec. 14, 2007,
the Debtors had asked authority from the U.S. Bankruptcy Court for
the Southern District of New York the to sell a 15-acre parcel of
real estate and a 150,000 square-foot building located at 2075
Corporate Circle in Cape Girardeau, Missouri, to Schaefer's Power
Panels, Inc., for $2,841,750.

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

                  Request to Delay Sale Approval

Furthermore, Rhodes asks the Court to delay the approval of the
sale of the Property pending further discussions among the
interested parties.

In a separate filing, the Official Committee of Unsecured
Creditors asks the Debtors to immediately put in place auction
procedures for the sale of the Property to ensure that the
Property is sold at a maximum value.  

                           About Dana

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

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  The Court has set
Dec. 10, 2007, to consider confirmation of the Plan.  (Dana
Corporation Bankruptcy News, Issue No. 66; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


DELTA FINANCIAL: Files for Bankruptcy Protection in Delaware
------------------------------------------------------------
Delta Financial Corporation has filed for protection under Chapter
11 of the Bankruptcy Code with the U.S. Bankruptcy Court for the
District of Delaware.  The filing comes after it defaulted on its
warehouse facilities including a financing transaction with
Angelo Gordon & Co.

The Angelo Gordon deal contemplates an aggregate financing of
$100 million, including amounts outstanding under a residual
financing facility established in August 2007.  

The Angelo Gordon financing agreement was subject to several
conditions, including, among other things:

   -- due diligence with Angelo Gordon;

   -- the company's ability to complete a securitization of
      substantially all the loans on its loan and repurchase
      facilities; and

   -- standstill with warehouse lenders.

On Nov. 15, 2007, the company entered into a standstill agreement
with three of its warehouse providers.  Each of the agreements
was subject to several varying conditions, including the company's
pricing a securitization of mortgage loans.

However, the company stated that the recent deterioration of
market conditions failed to complete the securitization
transactions upon satisfactory terms.

Following receipt of notices of default on its warehouse
facilities, the company ceased taking new loan applications and
began working out the remaining loans in its pipeline.

On Dec. 6, 2007, the company terminated 430 employees to limit
costs.

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


DELTA FINANCIAL: Case Summary & 27 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Delta Financial Corp.
             1000 Woodbury Road, Suite 200
             Woodbury, NY 11797

Bankruptcy Case No.: 07-11880

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Delta Funding Corp.                        07-11881
        Renaissance Mortgage Acceptance Corp.      07-11882
        Renaissance R.E.I.T. Investment Corp.      07-11883

Type of Business: The Debtors are specialty consumer finance
                  companies that originate, securitize and sell
                  non-conforming mortgage loans.  Their loans are
                  primarily fixed rate and secured by first
                  mortgages on one- to four-family residential
                  properties.  They are focused on lending to
                  individuals who generally do not satisfy the
                  credit, documentation or other underwriting
                  standards set by more traditional sources of
                  mortgage credit, including those entities that
                  make loans in compliance with the conforming
                  lending guidelines of Federal National Mortgage
                  Association (Fannie Mae) and Federal Home Loan
                  Mortgage Corp. (Freddie Mac).  They make
                  mortgage loans to these borrowers for purposes,
                  such as debt consolidation, refinancing,
                  education and home improvements.  See
                  http://www.deltafinancial.com

Chapter 11 Petition Date: December 17, 2007

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtors' Counsel: David B. Stratton, Esq.
                  James C. Carignan, Esq.
                  Pepper Hamilton, L.L.P.
                  Hercules Plaza, Suite 5100
                  1313 Market Street
                  Wilmington, DE 19899-1709
                  Tel: (302) 777-6500
                  Fax: (302) 421-8390

Consolidated Quarterly Financial Condition as of September 30,
2007:

Total Assets: $7,223,528,000

Total Debts:  $7,108,232,000

A. Delta Financial Corp's Four Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
D.B. Structured Products, Inc. $19,500,000
Attention: Vincent D'Amore
60 Wall Street
New York, NY 10005
Fax: (212) 797-5160

H.S.B.C. Mortgage Services     $1,200,000
Attention: Vice-President,
Business Related Risk
Management
2700 Sanders Road
Prospect Heights, IL 60070

B.D.O. Seidman, L.L.P.         $312,750
Attention: Greg Kiemchek
P.O. Box 642743
Pittsburgh, PA 15264-2743

K.P.M.G., L.L.P.               $10,000

B. Delta Funding Corp's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
D.B. Structured Products, Inc. $19,500,000
Attention: Vincent D'Amore
60 Wall Street
New York, NY 10005
Fax: (212) 797-5160

Conn. General Life Insurance   $2,000,000
Attention: Kathy Gibson
5082 Collection Center Drive
Chicago, IL 606983-0050

H.S.B.C. Mortgage Services     $1,200,000
Attention: Vice-President,
Business Related Risk
Management
2700 Sanders Road
Prospect Heights, IL 60070

CitiFinancial Mortgage Co.,    $800,000
Inc.
Attention: Business Control
4050 Regent Boulevard
Mail Stop N2B 260 BC
Irving, TX 75063

Equifax Information Service,   $290,000
L.L.C.
Attention: Donna Sbarra or
Michael Einrican
P.O. Box 105835
Atlanta, GA 30348

A.T.&T. Corp.                  $201,000

New York State Banking         $149,000
Department

Angelo, Gordon & Co.           $129,000

American General Financial     $125,000
Services, Inc.

Wachovia Mortgage Corp.        $100,000

Hansen Quality, L.L.C.         $92,200

A.T.&T. Mobility II, L.L.C.    $90,000

Aschinger Electric Co.         $61,200

J2 Global Communications, Inc. $40,000

K.P.M.G., L.L.P.               $35,000

LendingTree                    $80,000

Mortgage Information Services  $60,000

Quality Moving & Storage       $43,500

Woodbury Office Seven          $36,100

Littler Mendelson, P.C.        $35,000

C. Renaissance Mortgage Acceptance Corp's Two Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
K.P.M.G., L.L.P.               $237,000
Attention: George Humes
1660 International Drive
McLean, VA 22102-4828

Emphasys Technologies, Inc.    $12,000
Attention: David Anthony
261 Old York Road
The Pavillion, Suite 822
Jenkintown, PA 19046

D. Renaissance REIT Investment Corp's Largest Unsecured Creditor:

   Entity                      Claim Amount
   ------                      ------------
D.B. Structured Products, Inc. $19,500,000
Attention: Vincent D'Amore
60 Wall Street
New York, NY 10005
Fax: (212) 797-5160


DUNMORE HOMES: 7 More Creditors Want Venue Moved to California
--------------------------------------------------------------
Seven more entities, in separate filings, join in the request of
Cal Sierra Construction Inc., Pacific Paving Co. Inc., and Valley
Utility Services Inc., to transfer the venue of the Chapter 11
case of Dunmore Homes Inc. to the Eastern District of California,
Sacramento Division:

   1. The Official Committee of Unsecured Creditors
   2. Indymac Bank F.S.B.
   3. Hemington Landscape Services Inc.
   4. SGN Construction Inc.
   5. Weyerhaeuser Realty Investors Inc.
   6. MW Housing Partners III L.P.
   7. WRI Communities Fund I LLC

Indymac Bank is an unsecured claimant and a holder of promissory
notes issued by two of the Debtor's subsidiaries; Hemington and
SGN Construction are among the Debtor's 20 largest unsecured
creditors; and Weyerhaeuser Realty is a party to a joint venture
with the Debtor for the operation of four of the Debtor's
subsidiaries.

Indymac Bank, Hemington, SGN Construction, Weyerhaeuser Realty,
and the Committee agree with the legal arguments and assertions
set forth in Cal Sierra, et al.'s Venue Transfer Request.

"Venue in New York virtually ensures that a host of unsecured
creditors may be disenfranchised in some material degree or
another from complete and effective participation in this
bankruptcy case," counsel for the Committee, Karen Ostad, Esq.,
at Morrison & Foerster LLP, in New York, tells the Court.

Ms. Ostad says there simply is no reason why creditors should
have to engage New York counsel in addition to their regular
counsel or, for example, when the time comes to defend claim
objection or preference actions, not only engage New York counsel
but perhaps even themselves travel to New York for proceedings.

With respect to disputed debts and claims, state law will
generally supply the governing principles, and in that respect,
the law of states other than New York -- particularly the law of
California -- will apply to the vast majority of disputed debts
and claims, Ms. Ostad adds.

                 Debtor, Keybank and BNY Object

Maria A. Bove, Esq., at Pachulski Stang Ziehl & Jones LLP,
in New York, informs the Court that facts do not support the  
Venue Transfer Motion.  She contends that Cal Sierra, Pacific
Paving, and Valley Utility:

   (i) mischaracterize the composition of the creditor body and
       geographic center of gravity in the case;

  (ii) presuppose without legal basis that venue must be where
       the assets are located;

(iii) disregard that the subsidiaries that own the assets and
       are the primary obligors are not in bankruptcy; and

  (iv) cast aspersions of forum shopping against the Debtor that
       are more appropriately directed toward Cal Sierra, Pacific
       Paving, and Valley Utility themselves.

Ms. Bove argues that the Venue Transfer Motion focuses myopically
on the interests of Northern California trade creditors that hold
12% of the total debt that would not typically be active
participants in the case and whose convenience should not dictate
the choice of venue.

In contrast, Ms. Bove tells the Hon. Martin Glenn, the largest
contingent of potential investors is from New York.  Only one
investor that submitted a term sheet is from Northern California.  
Counsel for the largest creditors, for the Debtor, and for the
Official Committee of Unsecured Creditors have offices in New
York.  They  do not have offices in Sacramento, California.  Also,
the largest unsecured creditor is the indenture trustee for the
trust preferred securities, the Bank of New York.

Ms. Bove reminds the Court that the Debtor is a New York
corporation entitled to select New York as the venue for its
pending Chapter 11 case.  She points out that Congress afforded
corporate debtors the right to select their state of domicile,
not just where their assets are located.

In addition, the Venue Transfer Motion disregards the interests
of most of the parties and persons likely to be most active in
the case like the largest holders of debt in the Debtor's case,
investors, and most of their professionals, Ms. Bove contends.

"The economic and efficient administration of this case strongly
favors retention of venue in New York.  Transfer is not in the
interest of justice or for the convenience of the parties, and
the [Venue Transfer] Motion should be denied," Ms. Bove
maintains.

KeyBank National Association, the Debtor's single largest
creditor, supports the Debtor's arguments and asserts that the
Debtor's choice of venue should be respected.

Similarly, Bank of New York Trust Company N.A., the beneficial
holder of the Debtor's Junior Subordinated Notes due 2035, says
it prefers that the Debtor's case remains in New York.  BNY notes
that the transaction documents governing the issuance of the
Junior Subordinated Notes are governed by New York law.  Moreover,
BNY asserts that it is not clear whatsoever that all other claims,
or the largest claims, against the Debtor are held by claimants
based in California.

                  Cal Sierra, et al., Talk Back

On behalf of Cal Sierra, Pacific Paving, and Valley Utility,
Stephanie Wickouski, Esq., at Drinker Biddle & Reath LLP, in New
York, maintains that the Debtor was formed as a New York
corporation recently as part of a transaction that is being
challenged as a fraudulent transfer in California by one of the
Debtor's "secured creditors."

Mr. Wickouski reminds the Court that the Debtor:

   -- was formed approximately 70 days prior to the commencement
      of its Chapter 11 case;

   -- is headquartered in California, and currently operates
      exclusively in California;

   -- has all of its substantial assets in California;

   -- has all of its financial records in California;

   -- only has 37 remaining employees, all in California; and

   -- has trade creditors in its Chapter 11 case, who are based
      in California.

"For a debtor to manufacture venue on the eve of bankruptcy by
creation of a new entity in a jurisdiction with no relationship
to the debtor's operations or principal creditors, is to play
fast and loose with the venue rules and should not be tolerated,"
Ms. Wickouski contends.

It is the "California Dunmore Homes corporation" that controlled
the California home building business and assets generated by
that business, Ms. Wickouski explains.  It is the California
Dunmore Homes corporation that entered into the agreements with
third parties under which most, if not all of the liabilities now
listed by the new "New York Dunmore Homes" were incurred.

"The Debtor has no real ties to New York," Ms. Wickouski
stresses.  "This is a case about a California regional
homebuilder."

In fact, even the Official Committee of Unsecured Creditors
recognizes that California is the better forum for the Debtor's
case and has joined in the venue transfer request, Ms. Wickouski
notes.

On behalf of Teichert Contstruction, Inc., R. Dale Ginter, Esq.,
of Downey Brand LLP, in Sacramento, California, argues that the
Debtor's assertion that the "center of gravity" for its Chapter
11 case is not Sacramento because the "institutional debt" is
held by lenders located elsewhere, does not hold.  "These lenders
did business with borrowers doing business only in California and
therefore, were themselves, ipso facto, doing business and
located in California," Mr. Ginter explains.

Mr. Ginter further contends that each of these lenders has been
party to numerous cases venued in Sacramento courts:

     * Guaranty Bank,
     * Comerica Bank,
     * Indymac Bank,
     * Wachovia Bank,
     * Affinity Bank,
     * Key Bank,
     * Bank of New York, and
     * RBC Centura Bank.

It is not fair to expect the contractors, landlords, employees
and other parties in California are not subject to the general
jurisdiction of New York's courts because most of them have no
business in New York, Mr. Ginter says.

With regards to the Debtor's contention that venue is proper
where a debtor is incorporated, Mr. Ginter points out that the
Debtor did not cite any case law and reason as to why it would be
domiciled in the Southern District of New York, even if New York
is its state of incorporation.  

Section 1408 of the Bankruptcy Code requires the Debtor to
commence its Chapter 11 case in the "district", not the state of
its incorporation.  If the Court does not transfer the venue of
the case, the ruling will, de facto, eliminate the venue
provisions of Section 1408, Mr. Ginter contends.  He adds that
eliminating Section 1408 would enable any entity to file anywhere
it wishes, thereby creating venue anarchy.

Based on these reasons, Teichert asks Judge Glenn to transfer the
venue of the Debtor's case to the Eastern District of California,
Sacramento Division -- the venue in which Dunmore did business
and had its headquarters for 54 years.

                    Debtor's Position on Joinders

The Debtor argues that although the Joinders of Weyerhaeuser,
Indymac Bank, SGN Construction and Travelers' Bond to the Venue
Transfer Motion raised additional facts and legal arguments, they
do not provide any further justification for the transfer of
venue than that asserted in the Original Motion.

On the Debtor's behalf, Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, in New York, denies the allegation that
the Debtor's reason for filing for bankruptcy in New York was to
'cripple' the creditor body's participation in the case.  "That
could only be true if the creditor body was actually concentrated
in Sacramento -- which it is not," she says.

The Joining Parties focused narrowly on the interests of Northern
California trade creditors that hold 12% of the total debt and
are not likely to be the primary participants in the case, Ms.
Grassgreen notes.  For the largest holders of debt, like the Bank
of New York and most of their professionals, New York is a
convenient and efficient forum, she counters.

The Committee's emphasis on "operations" is misplaced because the
focus of the Debtor's case is not operations, but financial
restructuring, Ms. Grassgreen emphasizes.  She argues that the
Joining Parties confused the issues that will predominate the
case with the litigation and claims against California assets by
California creditors.  "The subsidiaries are not in bankruptcy
and the litigation that is referenced in the Joinders is not
stayed, except as to the Debtor," she explains.

Ms. Grassgreen adds that there is no evidence that the case will
be more economically handled in Sacramento.  She notes that none
of the key professionals in the Debtor's case are located in
Sacramento.  "It is not accurate to suggest that the location of
counsel is only the byproduct of the Debtor's choice of venue and
so should not be considered," Ms. Grassgreen argues.  "Most of
the key constituents had hired counsels long before the Debtor
announced its decision to file [for bankruptcy] in New York."

On the issue of forum shopping, Ms. Grassgreen contends that
Congress afforded corporate debtors the right to select their
state of incorporation, without regard to where their assets or
business is located.

The Debtor assert that transfer of the venue of a bankruptcy case
is not to be taken lightly.  In conclusion, Ms. Grassgreen says
that deference must be given to the Debtor's choice of venue
unless the moving parties establish that a transfer will promote
the economic and efficient administration of the estate or is in
the convenience of the parties.  Neither the Cal Sierra Entities
nor the Joining Parties have done so in this case, she avers.

Accordingly, the Debtor asks the Court to deny the venue transfer
request.

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Cal Sierra, Pacific Paving, and Valley Utility, told the Court
that the Debtor has no present domestic business activity or
presence outside of California, nor does it maintain any domestic
offices or employees outside of California.

As reported in the Troubled Company Reporter on Dec. 6, 2007,
Teichert Construction Inc., Aleco Corporation, Granite
Construction Company, and DeSilva Gates Construction L.P. have
joined in the request of Cal Sierra Construction Inc., Pacific
Paving Co. Inc., and Valley Utility Services Inc., to transfer the
venue of the Chapter 11 case of Dunmore Homes Inc., to the Eastern
District of California, Sacramento Division.

                      About Dunmore Homes

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DUNMORE HOMES: Panel Wants Ruling on DIP Financing Postponed
------------------------------------------------------------
The Official Committee of Unsecured Creditors in Dunmore Homes
Inc.'s bankruptcy case asks the United States Bankruptcy Court for
the Southern District of New York to defer ruling on the DIP
Financing Motion until it has ruled on the venue transfer request
of Cal Sierra Construction Inc., et al.  The Committee relates
that it has joined in Cal Sierra's request.

Because the outcome of the Court's ruling on the Venue Transfer
Motion may significantly impact the administration of Dunmore
Homes Inc.'s case, and may result in the transfer of the
Debtor's case to the Eastern District of California, it is
premature for the Court to rule on the DIP Motion, the Committee
asserts.

As reported in the Troubled Company Reporter on Nov. 20, 2007, the
Debtor sought approval from the Court for a $1,000,000 DIP loan
from Sydney B. Dunmore.

Should the Court decide to proceed with the DIP Motion, the
Committee asks the Hon. Martin Glenn to:

   (1) postpone approval of the Debtor's request to obtain
       secured postpetition financing until the Committee and the
       other relevant creditors have had an opportunity to more
       carefully examine the loan documentation and related
       arrangements to determine the propriety of that loan;

   (2) require that the $100,000 proposed carve-out for all fees
       of professionals be increased so that the Committee can
       adequately perform its fiduciary obligations in the
       Debtor's case; and

   (3) defer ruling on the proposed budget set forth in the
       DIP Motion to the extent it addresses the fees to be paid
       to Alvarez & Marsal North America LLC, the Debtor's
       proposed financial advisor, and the salaries of employees
       of the Debtor until it is clear to what extent those fees
       and salaries have a reasonable relation to specific
       benefits to the Debtor's bankruptcy estate.

In particular, the Committee tells the Court that it is concerned
about the fact that Dunmore California, wholly owned by Mr.
Dunmore, sold all of its assets to the Debtor for a mere $500
plus an assumption of liabilities.  "One wonders why Mr. Dunmore
is bothering to advance money to a company he valued at only
$500," Karen Ostad, Esq., at Morrison & Foerster LLP, in New
York, says.

It may be that Mr. Dunmore's willingness to help finance the
Debtor's operations is entirely self-interested -- to minimize
his potential liability on debts of subsidiaries and affiliates
he personally has guaranteed, Ms. Ostad notes.  If that is the
case, then Mr. Dunmore should not be receiving 12% interest in
the DIP Loan plus benefit from reduction on his subsidiary
liability guarantees, the Committee asserts.

Ms. Ostad reminds the Court that the Debtor is the beneficiary of
a note in the principal amount of approximately $11,200,000 as of
Nov. 8, 2007, which is secured by the anticipated 2007 federal tax
refund of Mr. Dunmore.  The Committee contends that the Lender
Receivable is a considerable sum, and the Debtor has provided no
indication whatsoever as to (i) the ability of the estate to
collect from Mr. Dunmore, (ii) the nature of the receivable
itself, and (iii) the terms of repayment or other arrangements
made in connection with the note.

The Committee argues that the $100,000 proposed carve-out is
inadequate.  It does not provide for sufficient funds for
professionals to carry out their respective obligations in
connection with the Debtor's case.

In contrast, the proposed payments to A&M and its affiliate are
excessive, the Committee asserts.  The Debtor proposes a $100,000  
monthly fee for A&M, plus various substantial success fees.  The
payments are even more questionable in light of the apparent
activity they will encompass at the Debtor's non-debtor
subsidiary and affiliate levels, Ms. Ostad points out.  Except to
the extent of any actual benefit that the Debtor can show that it
will receive, rather than its subsidiaries, the estate should not
pay for certain A&M services, he emphasizes.

                           RBC Centura

Prior to bankruptcy filing, RBC Centura Bank provided financing
to Dunmore Homes LLC on certain of its building projects:

   Project                            Financing Amount
   -------                            ----------------
   Montecito project                      $30,000,000
   Diamond Ridge project                   32,500,000
   Providence/Stone Creek projects         75,000,000    

The RBC Financings are each secured by properly perfected, first
priority, secured interests in the real property, improvements,
personal property, proceeds, and rents of the Projects.  As part
of its acquisition of Dunmore Homes LLC, the Debtor assumed
Dunmore Homes LLC's liability under the RBC Financings.  

Each of the Financings has been in default since August 2007.

In November 2007, RBC Centura filed complaints in the Superior
Court for the State of California against the Debtor, the
Debtor's subsidiaries, Michael Kane, Sidney Dunmore, and certain
other individuals, seeking judicial foreclosure on each of the
RBC-funded Projects and asserting claims for breach of contract,
breach of note, conspiracy and fraudulent transfer.

Under the circumstances, RBC Centura objects to any efforts by
the Debtor to obtain court orders which would impair or impede
its right to proceed in the California Litigation with respect to
the non-debtor defendants and, when applicable, the Debtor.

With respect to the DIP Motion, RBC Centura asserts that nothing
in the proposed final DIP order can grant liens on assets that
are determined not to be property of the Debtor's estate.  RBC
Centura reserves all of its rights related to that argument to a
time if and when the appropriate judicial finding regarding RBC's
fraudulent transfer claims is made.

                         SGN Construction

SGN Construction Inc. argues that the Debtor's proposed DIP
Financing with Mr. Dunmore should not be approved as it appears to
be orchestrated to benefit Mr. Dunmore personally and to
disadvantage creditors.  

"There are simply too many unanswered questions about the
financing, about the state of the Debtor's assets and liabilities
and about the highly questionable transfer of the assets on the
eve of the filing of the petition," Tarisha K. Bal, Esq., at
Parkinson Phinney, in Sacramento, California, says.

Ms. Bal asserts that Mr. Dunmore should be compelled to answer
questions on why he does not simply fund the Debtor's operations
from the money he is offering to loan when he owes the Debtor
significantly more than enough to fund the operations.

SGN Construction is among the top 20 largest creditors of the
Debtor with a $403,985 claim.  SGN Construction provided
construction work, services and materials in connection with the
Dunmore Laguna Reserve LLC project, commonly known as Monterey
Village.

                       Debtor Talks Back

Maria Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New
York, asserts that the Committee's "concerns" about the
prepetition sale transaction between the Debtor and Mr. Dunmore
do not justify denial of the DIP Motion, especially when the
Debtor has shown that there is an emergent need for funding and
that financing was not available on more favorable terms.  
Additional time is unnecessary and detrimental to the Debtor's
estate, she avers.

The Committee and SGN Construction are confusing a very simple
loan transaction with the other transactions between the Debtor
and Mr. Dunmore which are unaffected by the DIP Loan, Ms. Bove
maintains.

The loan from Mr. Dunmore is straightforward, Ms. Bove explains.  
Mr. Dunmore is lending $1,000,000 pursuant to a simple 17-page
loan agreement, at an interest rate of 12% with no additional
fees and costs.  No claims against Mr. Dunmore are being waived
or released and no claims of Mr. Dunmore are being acknowledged.
All rights are reserved.  There is no waiver of surcharge.  There
are no liens on avoidance actions.  No superpriority
administrative claim is granted.

The Debtor is not proposing to payoff any prepetition claims of
Mr. Dunmore, Ms. Bove clarifies.  Thus, the Committee and other
parties-in-interest have as long as they need to investigate
those claims and subject all of the relationships between the
Debtor and Mr. Dunmore to scrutiny.  There is funding available
from the DIP Loan, Ms. Bove adds, to conduct that investigation  
and from other unencumbered assets to pursue any claims against
Mr. Dunmore.  "The only claims that are paid off are the
postpetition claims resulting from the DIP Loan itself."

The Committee has also suggested that Mr. Dunmore not be
permitted to offset the repayment of the loan against the Lender
Receivable.  Since an offset benefits the Debtor's estate, the
suggestion is non-sensical, Ms. Bove asserts.

Ms. Bove adds that the question, "Why is Mr. Dunmore lending
money to a company that he valued at $500?", is irrelevant to the
issue of whether the Debtor needs the loan and the loan terms are
fair and reasonable.  Nevertheless, she notes, that question has
been answered -- Mr. Dunmore and the Debtor have both guaranteed
certain liabilities and they share a common interest in an
orderly winddown in order to reduce any exposure on those
guarantees.

Ms. Bove also clarifies that the $100,000 is just one component
of the Professional Fee Carve-out -- it is the carve-out for
"burial expenses" after a default under the DIP Loan.  The
Professional Fee Carve-out, she continues, also includes the
monthly amounts budgeted for each of the professionals.  The
budget for the purposes of the Professional Fee Carve-out for
Committee fees is $100,000 through the week ending Jan. 4, 2008,
and $50,000 per month thereafter, which should be sufficient for
the Committee's counsel.

The Committee has also objected to the budgeted amounts for
payroll and A&M as excessive.  The Debtor maintains that A&M has
provided it assistance in identifying a third party buyer or
investor.  Proposed purchasers have already advised the Debtor
that upon acquisition of the Debtor's bank debt to its Lenders,
they will waive the Lenders' deficiency claims -- estimated at
more than $78,000,000 -- they are purchasing.  Even if a portion
of the incremental cost of the sale process is not reimbursed by
the Lenders, the potential debt elimination makes the work being
performed by A&M beneficial to the Debtor, Ms. Bove emphasizes.  

SGN Construction's sole argument -- that Mr. Dunmore should repay
the Lender Receivable rather than loan the funds to the Debtor --
does not go to the propriety of the loan, Ms. Bove contends.

In addition, the Debtors note that it has previously agreed to
include a reservation of rights in favor or Weyuerhaeuser Realty
Investors in the proposed final DIP order.

Accordingly, the Debtor seeks Judge Glenn's permission to obtain
the proposed DIP Loan from Mr. Dunmore.

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Judge Glenn granted the Debtor, on an interim basis, permission to
borrow up to $500,000 from Sidney B. Dunmore pursuant to a DIP
Financing Agreement.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DUNMORE HOMES: Panel Wants Cash Collateral Budget Ruling Deferred
-----------------------------------------------------------------
The Official Committee on Unsecured Creditors in Dunmore Homes
Inc.'s bankruptcy case asks the United States Bankruptcy Court for
the Southern District of New York to defer ruling on the
request to approve the Cash Collateral Budget as it pertains to
the payment of employee salaries and related expenses until:

   (i) the Debtor has demonstrated the necessity of those
       payments, including a reasonable quantification of the
       benefits of the activity to the estate, and

  (ii) the Committee and other relevant creditors have had an
       opportunity to more carefully review the arrangements.

The Creditors Committee is concerned that the line items in the
DIP Budget and the Cash Collateral Budget providing for the
payment of employees, directors and officers of the Debtor may be
excessive in light of what may be limited benefit to the
bankruptcy estate and of the efforts being made toward non-debtor
assets like the winding up of the Debtor's subsidiaries.

Karen Ostad, Esq., at Morrison & Foerster LLP, in New York,
relates that the Cash Collateral Budget provides for disbursements
of approximately $68,000 per week for payroll -- roughly $270,000
per month, derived from a 12-week forecast of $819,303 in
disbursements for payroll -- for a total of 37 full-time and part-
time hourly and salaried employees.

Although those employees are technically employed by the Debtor
and not its subsidiaries, it is difficult for the Committee to
understand from the information provided to date by the Debtor
just how and how much the work of these employees benefits the
estate rather than the non-debtor subsidiaries of the Debtor and
their creditors, Ms. Ostad tells the Court.

The Committee believes that the Debtor is in the process of
winding up its affairs and no longer functions to build homes as
it had prepetition, and as a result, it seems apparent that the
Debtor should not require a full staff under the circumstances.

                         Debtor Talks Back

The Debtor explains that it is planning a further reduction in
force in early 2008.  That reduction in force, according to the
Debtor, could not be implemented until it knows which properties
would be part of a transaction and which would be the subject of
a foreclosure.  

The Debtor tells the Hon. Martin Glenn that once it had a better
idea of how the winddown would occur, it reassessed its personnel
needs, made the necessary adjustments, and has recently updated
its 13-week budget.

A full-text copy of the Debtor's Updated Cash Flow Forecast
commencing as of the week ending Nov. 16, 2007, through and
including the week ending Feb. 1, 2008, is available for free
at http://researcharchives.com/t/s?266a  

The updated Cash Collateral Budget demonstrates the anticipated
reduction in force to approximately 18 people and the reduction
in payroll expense by more than 50%, Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in New York, relates.  The
remaining employees are providing services that the Debtor
believe are beneficial to its estate by maximizing the value of
the estate's assets and reducing the claims against the estate.

As reported in the Troubled Company Reporter on Nov. 27, 2007, the
Court authorized the Debtor, on an interim basis, to use cash
collateral for all purposes permitted by the DIP facility up to
the aggregate amount of disbursements and accruals in the cash
collateral budget.

Cash collateral for which the Debtor is granted use does not
include cash collateral generated postpetition from the
Montecito, Diamond Ridge, Stone Creek or Providence projects as
to which RBC Centura Bank alleges to provide financing.

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DURA AUTOMOTIVE: Wants Plan Confirmation Hearing Deferred to 2008
-----------------------------------------------------------------
Following its request to postpone by six days to Dec. 17, 2007,
the confirmation hearing on its Joint Plan of Reorganization to
extend its marketing period for its $425 million exit financing,
DURA Automotive Systems, Inc., and its debtor-affiliates have
again requested another postponement for a hearing.

As reported in the Troubled Company Reporter on Dec. 13, 2007,
the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware had agreed to postpone the Debtor's plan
confirmation hearing to Dec. 17, 2007, at 9:30 a.m.

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

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

The TCR reported on Nov. 29, 2007, that Judge Carey had canceled
the confirmation hearing scheduled for Dec. 6, saying that there
was no point moving forward with the hearing until Dura obtains
the necessary exit financing.
        
On behalf of DURA, Daniel J. DeFranceschi, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, said in a notice  
dated Dec. 14, 2007, that the confirmation hearing "has been
continued to a date to be determined."
        
DURA has released a statement saying that it has elected to
postpone its exit financing process in light of abnormally
challenging credit market conditions and has asked Judge Carey to
schedule the confirmation hearing to 2008.

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

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

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

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


DURA AUTOMOTIVE: Defers Exit Financing Process Due to Market Riff
-----------------------------------------------------------------
DURA Automotive Systems, Inc. has elected to postpone its exit
financing process in light of abnormally challenging credit market
conditions.  As a consequence, the company has requested the U.S.
Bankruptcy Court for the District of Delaware continue its
confirmation hearing to early next year.
        
"The credit markets have continued to move against us these
past few weeks and the financing terms available in this market
are not acceptable to the company," Larry Denton, Chairman
and Chief Executive Officer, said.  "While the delay in exiting
bankruptcy is regrettable, we are intent on achieving the most
favorable financing terms possible so that DURA emerges from
Chapter 11 with a significantly strengthened balance sheet to
support its enhanced competitive position."
        
DURA will evaluate its financing strategy early in 2008, with a
plan for emergence as soon as practicable.

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

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

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

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

DURA AUTOMOTIVE: Subprime Lending Mess Blamed for Lack of Funding
-----------------------------------------------------------------
DURA Automotive Systems Inc.'s failure to obtain its contemplated
$425 million exit financing is yet another example of how the
subprime mortgage crisis has made it tougher for companies to
attract loans. Banks have become more conservative in their
lending after losing billions in the risky mortgage market," the
Detroit Free Press reports.
        
"There's just not a lot of confidence right now," Van Conway,
president of Birmingham-based turnaround firm Conway MacKenzie &
Dunleavy, told the Detroit Free Press.  "People are concerned
that there's more to come."
        
At a hearing on Dec. 13, 2007, on behalf of Dura, Roger J.
Higgins, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, told
the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware, it's "too early" to abandon the effort to
find the $425 million in loans needed to fund the company's
Chapter 11 plan in its current form, the Associated Press reports.
        
"This is obviously an adverse development, but no one is pushing
the panic button yet," said Evan Flaschen of Bracewell &
Giuliani, attorney for the Second Lien Group, an informal group
of senior bondholders, according to the AP report.  "It's time
for calm heads to sit at the table and decide what makes sense
going forward."
        
Troy, Michigan-based auto-parts supplier Delphi Corp. has also
delayed to the first quarter of 2008 its scheduled emergence from
Chapter 11 protection following difficulties in obtaining
financial backing for its $6.8 billion exit plan.  The loan has
already been reduced by $2 billion from the original amount Delphi
had sought to borrow.  The financing is being arranged by JPMorgan
Securities Inc.,  JPMorgan Chase Bank, N.A., and
                
Toledo, Ohio-based Dana Corporation said that it has obtained
fully underwritten commitments for a $2 billion exit financing
facility.  Citigroup Global Markets, Lehman Brothers Inc., and
Barclays Capital have agreed to underwrite the financing.  Dana
expects to exit Chapter 11 by January of 2008.
        
Goldman Sachs Credit Partners, L.P., and Barclays Capital, the
investment banking division of Barclays Bank, PLC, have offered
to arrange and syndicate DURA's exit loan.

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

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

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

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


DUTCH HILL: Moody's Junks Ratings on $2 Million Class E Notes
-------------------------------------------------------------
Moody's Investors Service has placed these notes issued by Dutch
Hill Funding I Ltd. on review for possible downgrade:

Class Description: $35,800,000 Class A-2L Third Priority Senior
Secured Floating Rate Notes Due December 12, 2045

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

Class Description: $3,000,000 Class A-2X Third Priority Senior
Secured Fixed Rate Notes Due December 12, 2045

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

Class Description: $44,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due December 12, 2045

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

Class Description: $23,200,000 Class C Mezzanine Secured Floating
Rate Notes Due December 12, 2045

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

In addition Moody's also has downgraded and left on review for
possible downgrade the following notes:

Class Description: $15,000,000 Class D-1L Mezzanine Secured
Floating Rate Notes Due December 12, 2045

  -- Prior Rating: Baa2
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $5,000,000 Class D-1X Mezzanine Secured Fixed
Rate Notes Due December 12, 2045

  -- Prior Rating: Baa2
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $5,600,000 Class D-2 Mezzanine Secured Floating
Rate Notes Due December 12, 2045

  -- Prior Rating: Baa3
  -- Current Rating: B3, on review for possible downgrade

Class Description: $2,000,000 Class E Mezzanine Secured Floating
Rate Notes Due December 12, 2045

  -- Prior Rating: Ba1
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $12,500,000 Series 1 Combination Securities Due
December 12, 2045

  -- Prior Rating: Baa2
  -- Current Rating: Ba3, 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 structured
finance securities.


EAGLEPICHER CORP: Moody's Junks Rating on Second-Lien Term Loan
---------------------------------------------------------------
Moody's Investors Service has affirmed the Corporate Family
Ratings of EaglePicher Corporation at B2 and the Probability of
Default Rating at B2.  Moody's also assigned ratings to a new bank
credit facility: senior secured first lien revolving credit, B1;
senior secured first lien term loan, B1, senior secured second
lien term loan, Caa1.  Moody's also withdrew the B1 ratings of
bank credit facilities assigned on July 11, 2007 which were not
completed.  The new bank credit facility will used to refinance
the existing senior secured debt.  The rating outlook is stable.

The affirmed ratings reflect the debt reduction to the existing
senior secured debt's first lien term loan of approximately
$89 million from the net proceeds from the sale of the company's
Boron business ($64 million) along with additional cash generated
from improvements in working capital and operations ($25 million).  
Cash interest cost will increase. However, the transaction will
eliminate the existing higher cost paid-in-kind third lien term
loan.  EaglePicher emerged from Chapter 11 of the US Bankruptcy
Code in August 2006.  Through its restructuring efforts,
EaglePicher has made progress in its overall operating
performance.  The ratings continue to reflect the company's
moderate size, especially when considering the various markets in
which it operates, and the company's weak credit metrics.

These ratings were affirmed:

  -- Corporate Family Rating, B2;
  -- Probability of Default, B2

These ratings were assigned:

  -- B1 (LGD3 34%) rating for the new first-lien $70 million
     senior secured revolving credit facility;

  -- B1 (LGD3 34%) rating for the new first-lien $125 million
     senior secured term loan facility;

  -- Caa1 (LGD5 81%) rating for the new second-lien $70 million
     senior secured term loan facility

These ratings are withdrawn:

  -- B1 (LGD3 36%) rating for the first-lien $70 million senior
     secured revolving credit facility rated on July 11, 2007;

  -- B1 (LGD3 36%) rating for the first-lien $150 million
     senior secured term loan facility rated on July 11, 2007;

These ratings will be withdrawn upon their refinancing:

  -- B1 (LGD2 25%) rating for the existing first-lien
     $70 million senior secured revolving credit facility;

  -- B1 (LGD2 25%) rating for the existing first-lien
     $160 million senior secured term loan facility;

  -- Caa1 (LGD4 63%) rating for the existing second-lien
     $65 million (paid-in-kind) senior secured term loan
     facility

The last rating action was on July 11, 2007 when the Corporate
Family Rating was raised.

The stable outlook continues to reflect the sufficient support
EaglePichers' various businesses provide to the new capital
structure over the near term.  The company will not face material
scheduled principal debt amortization requirements until 2012.  
The company expects to have approximately $50 million in liquidity
through the combined availability under the senior secured
revolving credit and cash on hand.  Leverage, pro forma for the
asset sales and new bank credit facilities, as of Nov. 30, 2007,
is expected to approximate 3.4x (including Moody's standard
adjustments).  EBIT/interest coverage will approximate 1.3x.  Free
cash flow is expected to be positive over the near term.

Future events that could drive an improved rating outlook or
rating upgrade include: net new business wins in the automotive
businesses at sufficient margins to offset negotiated price
concessions on existing business; improved operating and free cash
flow performance; or significant debt reduction through free cash
flow or other sources.  Consideration for an improved outlook or
rating upgrade could arise if any combination of these factors
were to result in increasing EBIT/Interest coverage to
consistently above 1.7x.

Future events that could drive a lower rating outlook or rating
downgrade include: declining revenues and operating margins
resulting in continued negative free cash flow performance;
significantly higher raw material costs which are not passed
through in the form of surcharges to customers; the inability to
win profitable net new business and improved margins; or liquidity
declining to inadequate levels.  Consideration for lower ratings
could arise if any combination of these factors were to contribute
to the deterioration of EBIT/interest coverage approaching 1.0x,
or leverage approaching 6.0x.

EaglePicher Corporation, headquartered in Inkster, Michigan is a
diversified manufacturer of advanced technology and industrial
products that are used in the automotive (about 52% of revenues),
defense, aerospace and telecommunications (25%), and food and
beverage industries (23%).  Annual revenues approximate
$523 million.


EMPORIA PREFERRED: Stable Performance Cues Fitch To Hold Ratings
----------------------------------------------------------------
Fitch has affirmed seven classes of notes issued by Emporia
Preferred Funding II, Ltd.  These affirmations are the result of
Fitch's review process and are effective immediately:

  -- $91,000,000 class A-1 first priority senior notes at
     'AAA';

  -- $25,194,000 class A-2 first priority senior revolving
     notes at 'AAA';

  -- $120,000,000 class A-3 first priority senior delayed draw
     notes at 'AAA';

  -- $30,000,000 class B second priority senior notes at 'AA';

  -- $22,000,000 class C third priority subordinated deferrable
     notes at 'A';

  -- $22,000,000 class D fourth priority subordinated
     deferrable notes at 'BBB';

  -- $14,500,000 class E fifth priority subordinated deferrable
     notes at 'BB'.

Emporia II is a collateralized debt obligation that closed June
21, 2006 and is managed by Emporia Capital Management, LLC.  
Emporia has a revolving portfolio composed of US middle market
loans.  Emporia I will exit its reinvestment period in June, 2012.  
Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.  Included in this review, Fitch updated
the shadow ratings on all underlying loans in the portfolio
without a public rating.

These affirmations are the result of stable collateral performance
since this transaction closed.  According to the Nov. 2, 2007
trustee report, the weighted average rating factor has improved to
24.70 ('B+/B') from 25.08 ('B+/B) as of the first available Oct.
2, 2006 trustee report.  The portfolio of Emporia II contains 2
defaulted assets representing approximately 2.1% of the total
portfolio including cash.  The class A/B overcollateralization
ratio has decreased to 130.52% from 138.99% at the last review as
a result of these defaulted assets.  During this same time period,
the class C OC test has declined to 120.56% from 126.13%, the
class D OC test has declined to 112.01% from 115.44%, and the
class E OC test has declined to 107.01% from 109.34%.  The
weighted average spread has increased to 3.67% as of the Nov. 2,
2007 trustee report from 3.65% at the time of the Oct. 2, 2006
trustee report, remaining above its trigger of 3.35%.

The ratings of the classes A-1 through A-3 and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the classes C through E notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balances of notes C, D and E principal by the legal final maturity
date.


ENTERGY GULF: Moody's Changes Rating Outlook to Positive
--------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Entergy
Gulf States, Inc. and changed the rating outlook to positive from
stable.  Ratings affirmed include Entergy Gulf States' Baa3 senior
secured, Ba1 senior unsecured, and Ba3 preferred stock.  Moody's
also assigned a Ba1 Issuer Rating to the newly created entity
Entergy Texas, Inc., with a stable rating outlook.  Moody's
expects to assign a senior secured rating of Baa3 to Entergy Texas
if and when the utility issues secured debt, which could occur in
early 2008.

These rating actions are taken in light of the imminent
jurisdictional separation of Entergy Gulf States into two
vertically integrated utilities, one located in Louisiana and one
located in Texas, which is scheduled to occur on Dec. 31, 2007 and
be effective on Jan. 1, 2008.  Pursuant to this separation,
Entergy Gulf States will be renamed Entergy Gulf States Louisiana,
Inc. and convert its corporate structure into an interim holding
company, Entergy Holdings, Inc. and a limited liability company,
called Entergy Gulf States Louisiana, LLC, thereby eliminating the
utility's obligation to pay corporation franchise taxes in
Louisiana.  Entergy Gulf States Louisiana, LLC will be assigned
the same ratings as the current Entergy Gulf States, Inc.

A new Texas corporation will also be formed, called Entergy Texas,
Inc., which will be allocated all of Entergy Gulf States'
generation, transmission, and distribution assets located in
Texas.  Entergy Texas will assume and be obligated for a prorated
share (approximately 46%) of Entergy Gulf States' outstanding debt
securities pursuant to a Debt Assumption Agreement to be executed
between Entergy Texas and Entergy Gulf States Louisiana.  Entergy
Texas and Entergy Gulf States Louisiana will also enter into a
Mortgage and Security Agreement in which Entergy Texas will grant
a lien on and security interest in certain of its assets to
Entergy Gulf States Louisiana until the assumed debt is paid off.

The positive outlook on the ratings of Entergy Gulf States
reflects Moody's expectation that the successor utility, Entergy
Gulf States Louisiana, will exhibit a stronger financial
performance than the consolidated utility with cash flow coverage
metrics that are expected to be strong for its current rating
category.  These include CFO pre-working capital plus interest to
interest that Moody's anticipates will be in the 4.0x range and
CFO pre-working capital to debt of approximately 20% going
forward, after adjusting for the $1.1 billion of debt that will be
on its balance sheet but legally assumed and serviced by Entergy
Texas pursuant to the DAA.  It also reflects the more predictable
regulatory environment in Louisiana, which remains fully regulated
with a formula rate plan in place.  The positive outlook takes
into consideration the Louisiana utility's dependence on Entergy
Texas for principal and interest payments on this assumed debt
over the three year term of the DAA, during which time Entergy
Texas is expected to access the capital markets and issue new debt
of its own to pay off the assumed debt.  An upgrade of Entergy
Gulf States Louisiana could be considered following the repayment
of some or all of the $1.1 billion of debt assumed by Entergy
Texas.

The Ba1 Issuer Rating and stable outlook assigned to Entergy Texas
reflects financial ratios and cash flow coverage metrics that are
expected to be weaker than the Louisiana utility, as well as
higher business and regulatory risk associated with its Texas
jurisdiction.  In September 2007, the utility filed for an annual
rate increase of $107.5 million, consisting of a base rate
increase of $64.3 million and special riders totaling $43.2
million.  The company's last base rate case, filed in 2004, was
dismissed by the Texas Public Utilities Commission, and the
company has not had a rate increase in several years.  Unlike
Louisiana, there is also uncertainty associated with the
transition to competition in Texas, resulting in high business and
operating risk for Entergy Texas compared to Entergy Gulf States
Louisiana.

Entergy Gulf States, Inc. is a public utility headquartered in
Beaumont, Texas and a subsidiary of Entergy Corporation, an
integrated energy company headquartered in New Orleans, Louisiana.


FAB FIVE: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Fab Five Farms, Inc.
        14859 Drapers Mill Road
        Goldsboro, MD 21636
        Tel: (410) 482-6705

Bankruptcy Case No.: 07-22772

Type of Business: The Debtor owns and operates farms.

Chapter 11 Petition Date: December 16, 2007

Court: District of Maryland (Baltimore)

Debtor's Counsel: William L. Needler (Pro Hac), Esq.
                  555 Skokie Boulevard, Suite 500
                  Northbrook, IL 60062
                  Tel: (847) 559-8330

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Betty Starkey                  $60,000
P.O. Box 93
Felton, DE 19943

W.&J. Dairy Sales              $30,600
1202 Lloyd Road
Oxford, PA 19363

Triple Faarms                  $30,498
1525 King Street
Lebanon, PA 17042-8374

Delmarwa Feed                  $19,005

Bishop Farms                   $15,000

Eric Hignutt Farms             $15,000

Chesapeak Dairy Vet.           $10,263

Commodity Specialists Co.      $9,605

S.&W. Freil                    $7,564

Renaissance Nutrition, Inc.    $2,414

Accelerated Genetics           $1,755

Capital One                    $1,046


GRAND AVENUE: Moody's Reviews Ratings for Possible Downgrade
------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Grand Avenue CDO I,
Ltd.:

Class Description: $54,000,000 Class A-2 Floating Rate Notes due
2046

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

Class Description: $50,000,000 Class B Floating Rate Notes due
2046

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

Class Description: $47,000,000 Class C Deferrable Floating Rate
Notes due 2046

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

Class Description: $20,000,000 Class D Deferrable Floating Rate
Notes due 2046

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

Class Description: $5,000,000 Class E-1 Deferrable Floating Rate
Notes due 2046

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

Class Description: $5,000,000 Class E-2 Deferrable Fixed Rate
Notes due 2046

  -- Prior Rating: Ba2
  -- Current Rating: Ba2, 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 structured
finance securities.


GRANT PRIDECO: Selling Assets to National Oilwell for $23.20/Share
------------------------------------------------------------------
Grant Prideco Inc. and National Oilwell Varco, Inc. have entered
into a definitive merger agreement pursuant to which National
Oilwell Varco will acquire all of the outstanding shares of Grant
Prideco for consideration of $23.20 in cash and 0.4498 shares of
National Oilwell Varco per share of Grant Prideco.  Based on
Friday Dec. 14, 2007's closing share prices for both companies,
the combined consideration totals $58 per share for Grant Prideco,
a premium of 22%.  This transaction is not expected to have an
impact on Grant Prideco's pending sale of its tubular businesses
to Vallourec S.A.

The merger agreement was unanimously approved by each company's
board of directors.  Upon completion of the transaction it is
anticipated that the current stockholders of National Oilwell
Varco will own approximately 86% of the combined company and the
current stockholders of Grant Prideco will own approximately 14%.

The transaction is expected to be accretive to earnings and cash
flow per share for National Oilwell Varco in 2008, on a pro forma
full-year basis and assuming a full year rate of estimated
consolidation cost savings of $40 million.  Based on National
Oilwell Varco's Friday closing price the combined company would
have an equity market capitalization of approximately $32 billion.

The transaction is expected to be tax free to Grant Prideco and
the stock portion of the consideration will be received tax free
by its stockholders.  National Oilwell Varco will finance the cash
portion of the transaction through a combination of cash on hand
and debt, for which bank commitments have been secured.

"We are delighted with the way this transaction advances our
strategic goal of providing more products and services to our
customers," Pete Miller, Chairman, President and CEO of National
Oilwell Varco, remarked.  "We believe Grant Prideco's product
range will add new growing market segments to National Oilwell
Varco and benefit our customers' needs worldwide.  We believe this
transaction will afford excellent opportunities for the
stockholders and customers of both companies.  We look forward to
welcoming Grant Prideco's employees to the National Oilwell Varco
organization and working together to realize the new opportunities
we expect to achieve from this combination."

"This is a great transaction for our shareholders in which they
realize a significant premium and have the opportunity to
participate in a larger, more diverse company," Michael McShane,
Chairman, President and CEO of Grant Prideco, Inc., commented.  
"We are looking forward to a successful combination with National
Oilwell Varco.  The combination with a world class organization
such as National Oilwell Varco will provide better opportunities
for continued growth of our product lines and for our employees."

The transaction is subject to various conditions including
stockholder approval of Grant Prideco and customary regulatory
approvals, including the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976.  It is anticipated that the Grant
Prideco stockholder meeting and the closing of the transaction
would occur late in the first quarter or early second quarter of
2008.  Goldman, Sachs & Co. acted as financial advisor to National
Oilwell Varco and Credit Suisse Securities (USA) LLC acted as
financial advisor to Grant Prideco.

                   About National Oilwell Varco

Headquartered in Houston, Texas, National Oilwell Varco Inc.
(NYSE:NOV) designs, manufactures and sells equipment and
components used in oil and gas drilling and production operations,
the provision of oilfield services, and supply chain integration
services to the upstream oil and gas industry.

                      About Grant Prideco

Headquartered in Houston, Texas, Grant Prideco Inc. (NYSE:GRP) --
http://www.grantprideco.com/-- is an oilfield service company  
specializing in drill stem technology development and drill pipe
manufacturing, sales and service.  The company also provides high-
performance engineered connections and premium tubular products
and services.


GRANT PRIDECO: $7.4 Bil. Deal Cues S&P to Put BB+ Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed the 'BBB+' corporate
credit rating on capital equipment provider National Oilwell Varco
Inc. on CreditWatch with positive implications.  At the same time,
Standard & Poor's placed the 'BB+' corporate credit rating on
oilfield service company Grant Prideco Inc. on CreditWatch with
positive implications.

These rating actions follow the announcement that NOV has signed a
definitive agreement to acquire Grant Prideco in a $7.4 billion
cash and stock deal.  Under the terms of the agreement, Grant
Prideco shareholders will receive $23.20 in cash and 0.4498 shares
of NOV per share of Grant Prideco.

Pro forma for the transaction, the combined entity will have
approximately $2.5 billion in total debt, adjusted for operating
leases and postretirement benefit obligations.  Prior to the
CreditWatch placement, on Sept. 18, 2007, Standard & Poor's had
revised NOV's outlook to positive to reflect its improving
business profile, geographic diversity, and robust market
conditions.

"Although the transaction is leveraging, given the strength of the
market near- to medium-term, we expect cash flows to be strong and
NOV may use them for debt reduction," said Standard & Poor's
credit analyst Aniki Saha-Yannopoulos.  "The addition of Grant
Prideco also enhances NOV's business profile."

The CreditWatch listing for NOV reflects the likelihood that we
will raise or affirm the ratings in the near term after an
assessment of the merged entity's credit profile.  Standard &
Poor's recognizes that the combined entity's business profile will
improve following the transaction and that credit measures will be
within the current ratings.

As a result of the transaction, the combined entity's business
profile should benefit from being the market leader in multiple
products and services.  The consolidated company, however, will
still have an exposure to the inherently cyclical oil and gas
industry.  If the merger is successfully completed as outlined,
the ratings on Grant Prideco would be equalized to those on NOV.  
S&P will meet with management to assess the combined company's
business strategy, financial policy, and expected financial
profile before resolving the CreditWatch listings.


GRANT PRIDECO: Moody's Places Ba1 Corp Family Rating Under Review
-----------------------------------------------------------------
Moody's Investors Service placed the Baa1 senior unsecured ratings
of National Oilwell Varco, Inc. and the Ba1 Corporate Family
Rating (and note rating) of Grant Prideco, Inc. under review for
possible upgrade.  The review is prompted by NOV's strong
financial profile and business outlook, in conjunction with the
potential business profile enhancements resulting from the
announcement that the two companies entered into a definitive
merger agreement valued at approximately $7.5 billion.

Under the agreement, NOV will acquire all of the outstanding
shares of GRP for consideration of $23.20 in cash and 0.4498
shares of NOV per share of GRP. Based on last Friday's closing
stock prices, the total consideration for GRP's stockholders is
$58/share, a premium of 22%.  Upon completion of the transaction
it is anticipated that the current stockholders of NOV will own
approximately 86% of the combined company and the current
stockholders of GRP will own approximately 14%.  The transaction
is expected to close late in the first quarter or early in the
second quarter of 2008.

Moody's review will consider the potential strategic and
diversification benefits of the merger, the outlook for the
combined company's business units, and management's financial
policies going forward.  The review is expected to be completed at
or near the time of the closing of the merger.

For NOV, the merger is expected to diversify its offerings of
products and services.  Even though it is highly cyclical, the
addition of GRP is expected to enhance NOV's business mix, giving
more equal exposure to the different stages in the oilfield cycle.  
The combination of the two companies also makes sense from an
industrial logic standpoint given NOV's manufacturing expertise
and broad distribution and marketing channels.

Through its Drilling Products and Services segment, GRP is one of
the largest manufacturers and suppliers of drill pipe and
associated technologies such as the IntelliServ Network, a high-
speed, real-time drill-string telemetry system that provides data
transmission to the operator along the drill string.  GRP
ReedHycalog segment is a leading manufacturer and supplier of
premium and standard drill bits and related technology.  GRP is
currently in the process of selling most of its Tubular
Technologies and Services segment to Vallourec S.A., a tubular
mill, for pre-tax proceeds of $800 million.  The business units
within TTS to be sold represented approximately 73% of TTS's
operating income for the nine months ended September 30, 2007 (the
proposed sale does not include TTS' XL Systems business unit). The
TTS sale is expected to close in the first quarter of 2008. On a
pro forma basis (including the proposed sale of TTS), GRP's
Drilling Products and Services and ReedHycalog segments will
represent approximately 10% and 5% of the combined company's
revenues, respectively.  GRP's Drilling Products and Services
segment has had strong operating margins (35%-40%) over the last
couple of years, reflecting higher volumes due to increased rig
counts and improved pricing power.

NOV's business lines are already diversified across the oilfield
cycle and its Rig Technology segment has shown strength as it has
benefited from a surge in orders in recent years due to the need
to add or replace outdated drilling rigs and equipment. NOV's
backlog for capital equipment was approximately $8.0 billion as of
Sept. 30, 2007, compared to $7.2 billion as of June 30, 2007 and
$5.4 billion as of September 30, 2006. Operating margins in all of
NOV's business lines have improved in recent years.

Both NOV and GRP have maintained conservative balance sheets and
this is expected to continue following the merger. The cash
component of the purchase consideration will be approximately $3
billion, a large portion of which will be funded with cash on the
balance sheet at both entities (including after-tax proceeds
associated with the sale of TTS at GRP).  Moody's estimates that
on a pro forma basis and including Moody's standard adjustments
for pensions and operating leases, NOV's debt/book capitalization
would have been approximately 20% and its debt/EBITDA would have
approximately 1x as of and for the LTM period ended Sept. 30,
2007.

Moody's will also review the status of GRP's debt obligations in
conjunction with the merger, in particular whether the debt will
be assumed or guaranteed by NOV.

National Oilwell Varco, Inc. is headquartered in Houston, Texas
and Grant Prideco, Inc. is headquartered in The Woodlands, Texas.


GSCP LP: Moody's Downgrades Senior Debt Rating to B2
----------------------------------------------------s
Moody's Investors Service has downgraded the senior debt rating of
GSCP (NJ), L.P. to B2 from B1 and has placed the rating on review
for possible further downgrade as a result of the negative impact
the downturn in the market for collateralized debt obligations
will have on GSC's business franchise and future financial
performance.  GSC is the borrowing entity of GSC Group, an asset
management firm specializing in credit-based alternative
investment strategies.

Moody's VP/Senior Credit Officer Matthew Noll commented, "Recent
disruptions in the CDO markets are directly impacting areas where
GSC concentrated its business and has demonstrated a core
competency."  GSC enjoyed very robust growth through 2006 as it
built up its business of managing CDOs collateralized by asset-
backed securities.

The downgrade was based on Moody's expectation that the company
will experience substantial strain on its management fees and
significantly reduced investment carry.  The review for further
downgrade will focus on the likelihood of further deterioration of
the ABS CDOs and the corporate credit CDOs, the company's ability
to replace reduced revenues with successful business expansion
into other alternative investments, its ability to meet the
financial covenants on its $250 million bank loan in 2008, and its
liquidity profile.

The last rating action on GSC was on Feb. 5, 2007 when the
company's B1 rating was affirmed following the $100 million
upsizing of the company's bank term loan and revolving credit
facility.

GSC Group is a privately-held asset management firm focused on
credit-based alternative investments for institutions and high net
worth individuals.  Headquartered in Florham Park, New Jersey,
GSC's assets under management were $22.9 billion as of Sept. 30,
2007.


HANCOCK FABRICS: Wants to Conduct GOB Sales at Seven Retail Stores
------------------------------------------------------------------
Hancock Fabrics Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for authority
to conduct and advertise going-out-of business store store closing
and similar sales at seven retail stores and to cease business
operations at the GOB Stores with the assistance of Great America
Group, LLC:
   
   Store No.                      Address
   ---------                      -------
     1446                         4310 Waverly St.,
                                  Metairie, Louisiana
      
     1704                         9110 Wadsworth Parkway,
                                  Westminster, Colorado

     1706                         3812 Brady St.,
                                  Davenport, Iowa

     1707                         712 Poplar Avenue,
                                  Collierville, Tennessee

     1791                         230 Virginia St.,
                                  Crystal Lake, Illinois

     6022                         441 East Roosevelt Road,
                                  Lombard, Illinois

     6171                         565 Waukegan Road,
                                  Northbrook, Illinois

As part of their continuing reorganization strategy, the Debtors
have evaluated the performance of certain locations as well as
the leases related to those locations, Thomas Driscoll, Esq., at
Morris, Nichols, Arsht & Tunnell, LLP, in Wilmington, Delaware,
relates.  According to him, the Debtors have determined that
conducting the GOB Sales and closing the GOB Stores would
maximize the value of their estates.

In addition, the Debtors propose that all assets sold or
transferred should be free and clear of all interests, including
all liens, claims and encumbrances.

In light of the February 2008 deadline to reject or assume and
assign leases of the GOB Stores, the Debtors believe that the GOB
Sales should be commenced in the later part of December if they
are unable to negotiate modifications to the GOB Store leases,
Mr. Driscoll tells the Court.

                     About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.  The Court extended the Debtors'
exclusive period to file a Chapter 11 Plan to Feb. 28, 2008.
(Hancock Fabric Bankruptcy News, Issue No. 22, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or
215/945-7000).


HANSCOM FAMILY: S&P Lowers Housing Revenue Bonds' Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Hanscom
Family Housing LLC, Mass.' taxable military housing revenue bonds
series 2004A and 2004B to 'BB+' and 'B+' from 'BBB+' and 'BB',
respectively.  At the same time, Standard & Poor's placed the
ratings on CreditWatch with negative implications.

The downgrade reflects Standard & Poor's financial projections of
debt service coverage of 1.63x for series 2004A and 1.31x for
series 2004B based on 2006 unaudited financial statements.  
Although the debt service coverage for Hanscom Family Housing LLC
is strong, Standard and Poor's believes there are contributing
factors that may cause the coverage to weaken.  For example, based
on Standard & Poor's projections, factors are negligible Basic
Allowance for Housing increases over the past several years, and
lower than expected net operating income due to construction
delays and diminished capitalized interest in 2007, which was a
source of revenue eligible to pay debt service on the bonds.

The ratings were placed on CreditWatch with negative
implications because of the significant delays in construction
with only 11% of the scheduled new construction completed, along
with the fact that audited financial statements have not been
finished and reviewed by Standard & Poor's for 2006.

Hanscom Family Housing LLC series 2004A and 2004B revenue bonds
have semiannual interest payment dates in April and October.
     
Standard & Poor's has received verified fund balances from the
trustee, which indicates that at the projected debt service
coverage level, the Oct. 15 payment date was met without
withdrawing money from the debt service reserve fund for the
series 2004A and 2004B bonds.  It is uncertain if a withdrawal on
the DSRF will be required for the series B bonds for the future
debt service payment due to the financial stresses.  The debt
service reserve fund for both the series 2004A and 2004B bonds are
funded at the maximum annual debt service.

Standard & Poor's has been notified by the trustee that the
financial stresses are due to the lack of construction, and the
lack of financial reporting has covenant defaults under the trust
documents, which did not lead to acceleration on the bonds.


HAWAIIAN AIRLINES: Court Bars Mesa Air's Request for New Trial
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii
denied Mesa Air Group Inc.'s request for a new trial despite
posting a $90 million bond last month, according to Bill
Rochelle of Bloomberg News.

As reported in the Troubled Company Reporter on Nov. 2, 2007,
the Bankruptcy Court ruled in favor of Hawaiian Airlines in its
lawsuit against Mesa Air (Case No. 03-00817), awarding Hawaiian
$80 million in damages and ordering Mesa to pay Hawaiian's costs
of litigation and reasonable attorneys' fees.

As reported in the Troubled Company Reporter on Dec. 6, 2007,
Mesa Air posted the bond in connection with its appeal of the
Bankruptcy Court's ruling holding it liable for breach of a
confidentiality agreement with Hawaiian Airlines.

According to Mesa, the bond amount covers the original judgment,
$4.7 million in legal fees, $3.4 million for a year's worth of
interest and $1.9 million for additional costs.

Mesa said it has funded the bond amount from cash on hand.

The Court's decision followed two weeks of court proceedings from
September 25 through October 4, 2007, including witness testimony
and presentation of evidence.  In a pre-trial hearing, the Court
made findings that:

   (1) Mesa kept confidential information it was supposed to
       destroy or return to Hawaiian in accordance with a
       signed confidentiality agreement;

   (2) Mesa misused the information it kept; and

   (3) the information Mesa kept was a substantial factor in
       the company's decision to enter the Hawaii market.

The $80 million in damages was awarded to compensate Hawaiian for
damages it suffered through October 2007.  The Court did not award
damages for any injury Hawaiian may sustain in the future as a
result of Mesa's misconduct.

                  Mesa Air Delays Annual Report Filing

Mesa Air disclosed in a regulatory filing with the Securities
and Exchange Commission that it cannot timely file its annual
report for the fiscal year ended Sept. 30, 2007, until the company
completes its review of certain estimates and reserves that may
affect the financial statements.

Brian S. Gillman, Mesa Air's executive vice president, general
counsel and secretary, said in the filing that Mesa Air has
reported a consolidated net loss of $13.4 million for the first
three quarters of fiscal 2007, due primarily to a pretax
impairment charge totaling $38.0 million recorded during the
second quarter of the current fiscal year, and expects to report a
consolidated net loss for the fiscal year ended Sept. 30, 2007.

The loss, he said, compares to consolidated net income of $34.0
million in fiscal 2006 and consolidated net income of $56.9
million in fiscal 2005.

                          About Mesa Air

Headquartered in Phoenix, Arizona, Mesa Air Group Inc. (Nasdaq:
MESA) -- http://www.mesa-air.com/-- currently operates 185  
aircraft with over 1,100 daily system departures to 184 cities, 45
states, the District of Columbia, Canada, the Bahamas and Mexico.  
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go!.  In June 2006, Mesa launched inter-island
Hawaiian service as go!.  This operation links Honolulu to the
neighbor island airports of Hilo, Kahului, Kona and Lihue.  The
company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 5,000 employees.  Mesa is a member of the
Regional Airline Association and Regional Aviation Partners.

                     About Hawaiian Airlines

Hawaiian Airlines, Inc. -- http://www.hawaiianair.com/-- a
subsidiary of Hawaiian Holdings Inc. (Amex: HA), provides
passenger air service between the U.S. mainland and Hawaii.  The
company also offers service to Australia, American Samoa and
Tahiti.  The company filed a voluntary petition for reorganization
under Chapter 11 of the United States Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Hawaii (Case No. 03-00827) on
March 21, 2003.  Joshua Gotbaum served as the chapter 11 trustee
for Hawaiian Airlines, Inc.  Mr. Gotbaum was represented by Tom E.
Roesser, Esq., and Katherine G. Leonard, Esq., at Carlsmith Ball
LLP and Bruce Bennett, Esq., Sidney P. Levinson, Esq., Joshua D.
Morse, Esq., and John L. Jones, II, Esq., at Hennigan, Bennett &
Dorman LLP.  The Bankruptcy Court confirmed the Chapter 11
Trustee's Plan of Reorganization on March 10, 2005.  The Plan took
effect on June 2, 2005.


HEALTHEAST & CONTROLLED: Fitch Lifts Rating on $278 Million Bonds
-----------------------------------------------------------------
Fitch Ratings has upgraded to 'BBB-' from 'BB+' the approximately
$278 million revenue bonds issued on behalf of HealthEast and
Controlled Affiliates.  The Rating Outlook is Stable.

The upgrade to 'BBB-' and Stable Outlook are supported by
HealthEast's consistent operating performance, leading market
position in a stable market with favorable economic trends, and
its investment in a comprehensive health information technology
and quality initiative.  Although most of HealthEast's financial
indicators are below Fitch's 'BBB' medians, Fitch believes
HealthEast's qualitative factors offset its below average
financial indicators and warrant the upgrade despite management's
projected temporary decline in liquidity and profitability due to
a multi-year quality initiative investment.

The Stable Rating Outlook reflects Fitch's confidence that
management will maintain HealthEast's profitability and that
future liquidity levels will continue to strengthen to be more
inline with Fitch's 'BBB' medians.  Following the successful
implementation of its multi-year strategic quality initiative,
operating profitability is expected to return to historic levels
and liquidity should continue to grow.  The Rating Outlook
incorporates no material increase in long term indebtedness.

The positive operating margin of 1.1% in fiscal year 2007(FY07)
marks six straight fiscal years of operating profitability for
HealthEast.  Operating profitability is expected to temporarily
decline for the next two fiscal years, as HealthEast implements a
significant quality and safety improvement program, the annual
cost of which is expected to be approximately $9 million.  Major
components include the continued use of internal benchmarks and
process improvements to increase profitability, improve patient
safety, and reduce waste through measured outcomes. Management
expects the program to yield stronger operating performance
through increased recognition of quality care by patients, greater
market share, improved employee and physician recruitment, and
favorable rate negotiations with payors.  The benefits of the
quality initiative should help solidify HealthEast's leading
market position in the service area.  HealthEast maintains a
leading and growing market position in St. Paul, Minnesota with a
39.4% share in FY07, up from 38.9% share in FY06, compared with
30.2% for its closest competitor, United Hospital (part of Allina
Health System, rated 'A' by Fitch).  Market share has remained
relatively stable over the past four years for the dominant
players in the market.

HealthEast's light liquidity (70.1 days cash on hand and 6.1x
cushion ratio at FY07) is below Fitch's 'BBB' medians of 120.3
days and 9.2x, respectively.  These low liquidity levels limit
HealthEast's operating flexibility.  To mitigate this concern,
management has stated that if needed, spending on the quality
initiative can and would be curtailed to achieve future financial
targets and maintain operating profitability.  Additional credit
concerns are HealthEast's high debt load. HealthEast's balance
sheet remains leveraged with a debt to EBITDA of 5.9 times at FY07
compared to Fitch's 'BBB' median of 3.9x.  However, HealthEast's
realization of some strategic initiatives that have grown revenues
along with management's continued focus on maintaining operating
profitability have lowered MADS as a percentage of revenues to
3.0% in FY07 from 3.4% in FY04.  Fitch had previously noted that
HealthEast's average age of plant was high (13.8 years compared to
Fitch's 'BBB' median of 9.8 years) and cause for concern.  
However, Fitch anticipates this concern will be mitigated when the
patient tower at HealthEast's flagship St. Joseph campus opens,
which is on-budget and on-time; scheduled for completion in
December 2008.

Headquartered in St. Paul, Minnesota, HealthEast is a large health
care system providing inpatient and outpatient care and
rehabilitation services, as well as a variety of other ancillary
services primarily through three acute-care hospitals, one long-
term care hospital, two ambulatory surgery centers, and 11 primary
care clinics.  The three acute care hospitals operate 519 of 654
available licensed beds.  In FY07, HealthEast reported $726.5
million in operating revenue.  HealthEast covenants to provide
annual and quarterly disclosure to the nationally recognized
municipal securities information repositories.  Disclosure to the
NRMSIRs has been timely and includes a balance sheet, income
statement, cash flow statement, and utilization statistics.


HOMEBANC MORTGAGE: Moddy's Says No Rating Action Taken on Transfer
------------------------------------------------------------------
Moody's Investors Service stated that its ratings on the Moody's-
rated securities issued in connection with the transactions listed
below are not being downgraded or withdrawn at this time solely as
a result of the transfers of servicing from HomeBanc Mortgage
Corporation and HomeBanc Corp. to EMC Mortgage Corporation.

On Dec. 3, 2007, HomeBanc transferred to EMC all of their rights
to service the loans underlying the following residential mortgage
backed securities transactions:

  -- HomeBanc Mortgage Trust 2004-1
  -- HomeBanc Mortgage Trust 2004-2
  -- HomeBanc Mortgage Trust 2005-1
  -- HomeBanc Mortgage Trust 2005-2
  -- HomeBanc Mortgage Trust 2005-3
  -- HomeBanc Mortgage Trust 2005-4
  -- HomeBanc Mortgage Trust 2005-5
  -- HomeBanc Mortgage Trust 2006-1
  -- HomeBanc Mortgage Trust 2006-2
  -- HomeBanc Mortgage Trust 2007-1

EMC, HomeBanc, and the respective issuers of the affected
transactions requested that Moody's provide its opinion to them as
to whether its ratings on the Moody's-rated securities issued by
the affected transactions would be downgraded or withdrawn as a
result of the servicing transfers.  Moody's believes that the
servicing transfers do not have an adverse effect on the credit
quality of the rated securities.  However, Moody's is not
expressing an opinion as to whether the transfers could have
other, non credit-related effects that investors may or may not
view positively.

Moody's ratings view is based primarily on its opinion that the
servicing ability and financial stability of EMC are stronger than
those of HomeBanc, which filed for bankruptcy in August 2007.  
Moody's has assigned EMC its servicer quality rating of SQ2 and
SQ1- as a primary servicer of prime and subprime residential
mortgage loans, respectively.


INDEPENDENCE IV: Moody's Cuts Ratings on Class C Notes to Ba3
-------------------------------------------------------------
Moody's Investors Service has placed these notes issued by
Independence IV CDO, Ltd. on review for possible downgrade:

Class Description: $40,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2038

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

In addition Moody's also has downgraded and left on review for
possible downgrade these snotes:

Class Description: $26,000,000 Class C Mezzanine Secured Floating
Rate Notes Due 2038

  -- Prior Rating: Baa2
  -- Current Rating: Ba3, 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 structured
finance securities.


INDEPENDENCE VI: Moody's Downgrades Rating on Preference Shares
---------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by Independence VI CDO, Ltd.
on review for possible downgrade:

Class Description: $38,300,000 Preference Shares Due 2041

  -- Prior Rating: Ba2
  -- Current Rating: B2, 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 structured
finance securities.


INDEPENDENT OPTICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Empire State Independent Network, L.L.C.
        dba Independent Optical Network
        80 State Street
        Albany, NY 12207

Bankruptcy Case No.: 07-13445

Type of Business: The Debtor is a statewide, redundant synchronous
                  optical networking fiber network connecting over
                  60 rural New York State communities and their
                  surrounding areas online.  It provides redundant
                  access to telecommunications services, as well
                  as telecommunication services for businesses,
                  educational institutions, health care providers,
                  libraries, and governmental agencies.  See
                  http://www.i-o-n.com/

Chapter 11 Petition Date: December 14, 2007

Court: Northern District of New York (Albany)

Debtor's Counsel: Richard L. Weisz, Esq.
                  Hodgson Russ, L.L.P.
                  677 Broadway
                  Albany, NY 12207
                  Tel: (518) 465-2333

Total Assets: $7,968,447

Total Debts:  $10,333,180


Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Cavalier Telephone/Elantic     $789,144
Telecom, Inc.
P.O. Box 2950
Richmond, VA 23228

A.D.V.A./M.O.V.A.Z., Inc.      $561,830
1 Technology Park South
Norcross, GA 30092

Martin Group, Inc.             $118,990
1515 North Sanborn Boulevard
Mitchell, SD 57301-1021

Time Warner Cable              $100,000

Herzog, Engstrom, Koplovitz,   $82,965
P.C.

Qwest (Cisco Gear)             $64,734

U.S.A.C.                       $36,672

Cable Constructors, Inc.       $27,287

Fibertech Networks, L.L.C.     $26,426

Qwest (Dark Fiber Collo)       $18,403

D.A.N.C.                       $17,276

Bush & Germain                 $16,000

The Champlain Telephone Co.    $10,532

H.P.A. Consulting Group        $10,810

VarData, L.L.C.                $10,028

Telco Systems                  $7,828

N.C.C.I.                       $7,468

Klein Law Group, P.L.L.C.      $7,009

A.C.M., Inc.                   $6,957

Westelcom                      $5,747


INPHONIC INC: Can Hire Goldsmith Agio as Investment Banker
----------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave InPhonic Inc. and its debtor-affiliates authority to employ
Goldsmith, Agio, Helms Securities Inc. as their investment banker,
nunc pro tunc to Nov. 8, 2007.

The Debtors selected Goldsmith as their investment banker because
of the firm's reputation and extensive experience in providing
investment banking services in chapter 11 cases.

As the Debtors' investment banker, Goldsmith will:

  a) review and analyze the Debtors' business, operations and
     financial projections:

  b) evaluate the Debtors' potential debt capacity in light of its
     projected cash flows;

  c) assist in the determination of a capital structure for the
     Debtors;

  d) assist in the determination of a range of values for the   
     Debtors n a going concern basis;

  e) advise the Debtors on tactics and strategies for negotiating
     with the stakeholders;

  f) render financial advice to the Debtors and participate in
     meetings or negotiations with the stakeholders and/or rating
     agencies or other appropriate parties in connection with any
     Restructuring;

  g) advise the Debtors on the timing, nature, and terms of new
     securities, other consideration or other inducements to be
     offered pursuant to the Restructuring;

  h) advise and assist the Debtors in evaluating potential
     Financing transactions by the Debtors, and, subject to
     Goldsmith's agreement so to act and, if requested by
     Goldsmith, to execution of appropriate agreements, on behalf
     of company, contacting potential sources of capital as the
     Debtors may designate and assisting the Debtors in
     implementing such a Financing;

  i) assist the Debtors in preparing appropriate documentation
     required in connection with the Restructuring;

  j) assist the Debtors in identifying and evaluating candidates
     for a potential Sale Transaction, advising the Debtors in
     connection with negotiations and aiding in the consummation
     of a Sale Transaction;

  k) attend meetings of the Debtors' Board of Directors and its
     committees with respect to matters on which it has been
     engaged to advise the Debtors.

  l) provide testimony, as necessary, in any proceeding before the
     Bankruptcy Court; and

  m) provide the Debtors with other financial restructuring
     advice.

As compensation for its services, Goldsmith will receive a monthly
fee of $50,000, payable on the 1st day of each month until the
earlier of the completion of the Restructuring, Sale or the
termination of Goldsmith's engagement.

In addition, a restructuring fee equal to $1,500,000 plus 3.5%
of the portion of restructured enterprise value in excess of
$90 million, but below $105 million, plus 5.5% of the portion of
restructured enterprise value in excess of $105 million, payable
upon the consummation of a restructuring.

Prior to bankruptcy filing, the Debtors paid Goldsmith $255,597,
which includes $100,000 in monthly payments, $5,597 for
reimbursement of Goldsmith's prepetition expenses and a $150,000
retainer.

Mr. Andrew Torgove, a managing director at the firm, assures the
Court that his firm neither holds nor represents any interest
adverse to the Debtors or the Debtors' estates, and that his firm
is a "disinterested person" as such term is defined under Section
101(14) of the Bankruptcy Code.

Mr. Torgove can be reached at:

  Andrew Torgove
  Goldsmith, Agio, Helms Securities Inc.
  225 South Sixth Street
  Forty-Sixth Floor
  Minneapolis, Minnesota 55402
  Tel: (612) 339-0500  
  Fax: (612) 339-0507
  http://www.agio.com/

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- is an online seller of wireless
services in the United States.  The company operates its business
through three business segments: wireless activation and services;
mobile virtual network enabler services, and data services.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Thomas R. Califano, Esq., at DLA Piper US LLP is the
Debtors' bankruptcy counsel.  Mary E. Augustine, Esq., and Neil B.
Glassman, Esq., at The Bayard Firm, in Wilmington, Delaware, is
the Debtors' co-counsel.  Kurt F. Gwynne, Esq., Robert P. Simons,
Esq., and Claudia Z. Springer, Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed from protection from their creditors, they listed total
assets of $120,916,991 and total debts of $179,402,834.


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

As reported in the Troubled Company Reporter on Dec. 11, 2007,
Bayard Firm is expected to:

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

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

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

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

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

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

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

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

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

To the best of the Debtors' knowledge, The Bayard Fim represents
no interest adverse to the Debtors or the Debtors' estate, and
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Washington, DC, InPhonic Inc. (NASDAQ:INPC)--
http://www.inphonic.com/-- is an online seller of wireless
services in the United States.  The company operates its business
through three business segments: wireless activation and services;
mobile virtual network enabler services, and data services.

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.

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


INTERNATIONAL RECTIFIER: Moody's Withdraws Ba3 Ratings
--------------------------------------------------
These ratings of International Rectifier Corp. have been
withdrawn:

  -- Corporate Family Rating - Ba3
  -- Probability of Default Rating - Ba3

International Rectifier's debt issues have no Moody's ratings.

Moody's has withdrawn these ratings for business reasons.  The
ratings were withdrawn because this issuer has no rated debt
outstanding.


JAYS FOODS: Committee Initiates Probe on Parent Ubiquity
--------------------------------------------------------
The Official Committee of Unsecured Creditors in  Jays Foods
Inc. and Select Snacks Inc.'s bankruptcy cases seeks authority
from the U.S. Bankruptcy Court for the Northern District of
Illinois to conduct an investigation in the Debtors' parent
company, Ubiquity Brands LLC, Bill Rochelle of Bloomberg News
reports.

According to Bloomberg, the purpose of the Committee's proposed
probe is to find out whether the treatment of the subsidiaries was
"fair and equitable."

A hearing to consider the Committee's request has been set for
Dec. 20, 2007.

Chicago-based Jays Foods Inc. -- http://www.jaysfoods.com/--
wholesales confectionery products and manufactures snack chip
products.  Jays Foods leases real property, and owns certain
equipment, in Chicago, Illinois where it operates a manufacturing
facility that makes snacks mostly under the Jays, O-KE-DOKE and
Krunchers brand names.  Jays is 100% owned by Jays Holding
Company, Inc.

The company, then known as Jays Food LLC, first filed for chapter
11 protection on March 5, 2004 (Bankr. N.D. Ill. Case No. 04-
08681).  David Missner, Esq., Marc I. Fenton, Esq. and Thomas
Zwartz, Esq. at Piper Rudnick LLP were counsels to the Debtor.  In
the March 2004 case, a Section 363 sale took place and most of the
assets of former Jays Foods were sold to Jays Foods Acquisition
Inc., predecessor to Jays Foods Inc.  The March 2004 case was
closed on or about March 9, 2007.

Select Snacks Inc., on the other hand, owns real property,
improvements and equipment in Jeffersonville, Indiana where it
operates a manufacturing facility that makes private label and co-
manufactured snacks for its customers.  Select Snacks is 100%
owned by Select Snacks Holdings Company, Inc.

Both Select Holding and Jays Holding are 100% owned by Ubiquity
Brands LLC.

As of the Oct. 11, 2007, the Debtors had approximately 943
employees of which Select has 262 (211 union employees and, 51
non-union employees) and Jays has 681 total employees (236 union
employees and 445 non-union employees).

Jays Foods and Select Snacks filed voluntary chapter 11 petitions
on Oct. 11, 2007 (Bankr. N.D. Ill. Case Nos. 07-18768 and
07-18769).  Mark K. Thomas, Esq., Brian I. Swett, Esq., Jeremy T.
Stillings, Esq., Myja K. Kjaer, Esq., at Winston & Strawn LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC serve as
their notice, claims and balloting agent.  The Official Committee
of Unsecured Creditors has selected Jeffrey N. Pomerantz, Esq.,
and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones
LLP, as its counsel.  The Debtors' schedueles of assets and
liabilities disclose total assets of $40,709,164 and total
liabilities of $30,745,755.


JOHN EADS: Case Summary & 23 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: John Charles Eads
        P.O. Box 208
        Seward, AK 99664

Bankruptcy Case No.: 07-00654

Type of Business: The Debtor owns a transportation and warehouse
                  business.

Chapter 11 Petition Date: December 12, 2007

Court: U.S. Bankruptcy Court of Alaska (Anchorage)

Judge: Donald MacDonald IV

Debtor's Counsel: Lanae R. Austin, Esq.
                  Law Office of Lanae R. Austin
                  525 West 3rd Avenue Suite 310
                  Anchorage, AK 99501
                  Tel: (907) 278-4150
                  Fax: (907) 278-4149

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's list of its 23 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
City of Bethel (Moorage)                               $181,309
Bethel, AK 99559

Pentech Financial Services                             $124,387
Lease No. 21146
P.O. Box 712492
Cincinnati, OH 45271

Collin Szymanski                                        $40,000
7401 Arctic Boulevard
Anchorage, AK 99503

Trident Seafoods                                        $38,000

First National Bank of Alaska                           $37,248

Wells Fargo                      Line of Credit         $35,555

                                 Business Loan          $14,531

Bank of America                                         $26,057

West Star                                               $22,506

Con Global                                              $18,840
The Carlton Company Collections

Citi Bank                                               $15,682

Seward Ships                                            $15,191

City of Seward (Moorage)                                $14,328

North Land Services                                      $9,087

Spenard Building Supply                                  $6,804

Alaska Department of Labor                               $5,138

Shore Side Petroleum,Inc                                 $4,914

Native Village of Kwinhagak                              $4,484

Chase                                                    $4,478

Margone Marine Supply                                    $2,750

City of King Cove (Moorage)                              $2,213

Bay Traders                                              $1,968

Orchard Bank                                             $1,873

Capital One                                              $1,529


JP MORGAN: Fitch Chips Rating on $3.8MM Class 1-B-3 Certs. to BB-
-----------------------------------------------------------------
Fitch Ratings has affirmed 11, downgraded three and placed four
classes on Rating Watch Negative from these J.P. Morgan
Alternative Loan Trust securitizations:

J.P. Morgan Alternative Loan Trust 2006-A1 POOL 1

  -- $159.4 million class A affirmed at 'AAA';
  -- $8.7 million class 1-M-1 affirmed at 'AA+';
  -- $6.8 million class 1-M-2 affirmed at 'A+';
  -- $4.7 million class 1-B-1, rated 'BBB+', placed on Rating
     Watch Negative;
  -- $1.6 million class 1-B-2, rated 'BBB', placed on Rating
     Watch Negative.

J.P. Morgan Alternative Loan Trust 2006-A1 POOLS 2-5

  -- $384.7 million class A affirmed at 'AAA';
  -- $13.9 million class C-B-1 downgraded to 'AA-' from 'AA';
  -- $6 million class C-B-2 downgraded to 'BBB+' from 'A';
  -- $3.8 million class C-B-3 downgraded to 'BB-' from 'BBB'.

J.P. Morgan Alternative Loan Trust 2006-A3 POOL 1

  -- $232.6 million class A affirmed at 'AAA';
  -- $10.7 million class I-M-1 affirmed at 'AA+';
  -- $7.0 million class I-M-2 affirmed at 'A+';
  -- $3.7 million class I-B-1, rated 'BBB+', placed on Rating
     Watch Negative;
  -- $1.9 million class I-B-2, rated 'BBB', placed on Rating
     Watch Negative;

The underlying collateral for the aforementioned transactions
consist primarily of fixed and adjustable-rate, conventional,
fully amortizing, first lien residential mortgage loans extended
to Alternative A (Alt-A) borrowers.  The mortgage loans were
either originated or acquired by various originators including JP
Morgan Chase, Chase Home Finance, PHH, and Washington Mutual
Mortgage Securities Corp.

As of the November 2007 distribution date, series 2006-A1 is
seasoned 21 months.  The pool factor for Pool 1 is 58% while Pools
2-5 is 76%.  Loans delinquent 60 days or more are 12.20% for Pool
1, and 5.06% for Pools 2-5.  Pool 1 cumulative loss to date is
0.01% while Pools 2-5 is zero.

For the same distribution date, series 2006-A3 Pool 1 is seasoned
17 months.  The pool factor is 67% and loans delinquent over 60
days are 11.90%.  No losses have occurred to date.

Wells Fargo Bank, N.A. (rated 'RMS1' by Fitch) is the master
servicer for the transactions.

The affirmations, affecting approximately $809.9 million of
outstanding certificates, reflect a stable relationship between
credit enhancement and future loss expectations.  The downgrades,
affecting approximately $23.6 million in outstanding certificates
reflect deterioration in the relationship between CE and loss
expectation.  In addition, $11.9 million in outstanding
certificates was placed on Rating Watch Negative.


KEY HOSPITALITY: Stockholders Approve Dissolution and Liquidation
-----------------------------------------------------------------
Key Hospitality Acquisition Corporation disclosed that its
stockholders voted to approve the dissolution of Key Hospitality
and its proposed plan of liquidation, as presented in the Key
Hospitality proxy statement dated Nov. 13, 2007, at the special
meeting of the stockholders held on Dec. 11, 2007.

Key Hospitality further reported that its board of directors has
adopted the proposed plan of liquidation, as approved by Key
Hospitality's stockholders, and in accordance therewith has
authorized the issuance of a liquidating distribution in the
amount of approximately $7.6876 per share, payable on or about
Dec. 12, 2007 to holders of record, as of Dec. 11, 2007, of the
outstanding shares of Key Hospitality's common stock issued in its
initial public offering.

Key Hospitality also relates that it will be filing as soon as
practicable a certificate of dissolution with the Delaware
Secretary of State for the purpose of effecting its dissolution,
and intends to submit a Certification of Termination of
Registration on Form 15 to the Securities and Exchange Commission
for the purpose of deregistering its securities under the
Securities Exchange Act of 1934, as amended.  As a result, Key
Hospitality will no longer be a public reporting company, and its
securities will cease trading on the OTC Bulletin Board.

Key Hospitality Acquisition Corporation (OTCBB:KHPAE)
(OTCBB:KHPUE) (OTCBB:KHPWE) is a special purpose acquisition
company formed in 2005 for the purpose of effecting a merger,
capital stock exchange, asset acquisition or other business
combination with an operating business in the hospitality
industry.


LAND O'LAKES: Posts $2.8 Million Net Loss in Third Quarter of 2007
------------------------------------------------------------------
Land O'Lakes, Inc., reported its third-quarter and year-to-date
financial results.

For the third quarter, Land O'Lakes reported $2.1 billion in sales
and a net loss of $2.8 million, compared to $1.5 billion in sales
and a net loss of $16.7 million in 2006.

Year-to-date sales are $6.3 billion with net earnings of
$156.6 million, compared to sales of $5.2 billion and net earnings
of $44.2 million in the first nine months of 2006.  

"We've seen solid performance over the first three quarters of the
year, with strong markets, particularly in dairy and eggs, helping
to boost dollar sales and earnings," Land O'Lakes President and
Chief Executive Officer Chris Policinski said.  "Higher prices
have dampened volumes and we don't expect the fourth quarter to be
without its challenges.  However, our results year to date, the
positive momentum we have generated and our ongoing commitment to
cost control, brand strength, targeted marketing and strategic
portfolio management put us in a very good position to meet any
challenges which may emerge."

Total balance sheet debt, including capital leases, was
$960 million at the end of the quarter, compared to $770 million
as of Sept. 30, 2006.  Company officials indicated the increased
debt was primarily due to higher working capital requirements, as
the company builds inventory and receivables at higher price
levels, plus cash requirements related to the September
acquisition of Agriliance LLC's crop protection products business.

The company improved its Long-Term-Debt to Capital ratio, which is
at 36.8% as of Sept. 30, 2007, compared to 40.5% Sept. 30, 2006.  
Liquidity, defined as cash on hand plus unused capacity on short
term debt facilities, was $270 million at Sept. 30, 2007, versus
$340 million one year ago.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $3.3 billion and total liabilities of $2.3 billion, resulting
in a stockholders' deficit of $1.0 billion.  Equity at Dec. 31,
2006, was $944.5 million.

                         About Land O'Lakes

Headquartered in Saint Paul, Minnesota, Land O'Lakes Inc. --
http://www.landolakesinc.com/-- is a national, farmer-owned food  
and agricultural cooperative.  Land O'Lakes does business in all
50 states and more than 50 countries.  It is a leading marketer of
a full line of dairy-based consumer, foodservice and food
ingredient products across the United States; serves its
international customers with a variety of food and animal feed
ingredients; and provides farmers and ranchers with an extensive
line of agricultural supplies and services.  Land O'Lakes also
provides agricultural assistance and technical training in more
than 25 developing nations.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services raised its corporate credit and
other ratings on privately owned marketing and supply cooperative
Land O'Lakes Inc.  The corporate credit rating is now 'BB'.  The
outlook is stable.


LINENS 'N THINGS: S&P Junks Ratings with Negative Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Linens 'n Things Inc. to 'CCC+' from 'B-'.  At the same
time, S&P lowered its issue-level rating on the company's $650
million floating-rate senior secured notes to 'CCC-', two notches
below the corporate credit rating, with a '6' recovery rating,
indicating our expectation for negligible (0%-10%) recovery in the
event of a payment default.  The outlook is negative.

"The downgrade reflects ongoing weak operating performance,
coupled with an increasingly challenging macroeconomic
environment," said Standard & Poor's credit analyst David Kuntz.  
At a time when Clifton, N.J.-based Linens is struggling to turn
around its operations, S&P is concerned that the company's
liquidity position will continue to deteriorate.  "It compares
poorly with key competitors and is very highly leveraged, with
extremely thin cash flow protection measures," added Mr. Kuntz.


MASTR ADJUSTABLE: Moody's Lowers Ratings on Seven Tranches
----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of seven
tranches and has placed under review for possible downgrade the
rating on two tranches from two transactions issued by MASTR
Adjustable Rate Mortgages Trust in 2006.  The collateral backing
these classes consists of primarily first lien, adjustable-rate
negative amortizing Alt-A mortgage loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its analysis Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Issuer: MASTR Adjustable Rate Mortgages Trust 2006-OA1

  -- Cl. M-5, Downgraded to Baa1, previously A3,
  -- Cl. M-6, Downgraded to Ba2, previously Baa2,
  -- Cl. M-7, Downgraded to B2, previously Baa3,

Issuer: MASTR Adjustable Rate Mortgages Trust 2006-OA2

  -- Cl. M-3 Currently Aa1 on review for possible downgrade,
  -- Cl. M-4 Currently Aa3 on review for possible downgrade,
  -- Cl. M-5, Downgraded to Baa2, previously A2,
  -- Cl. M-6, Downgraded to Ba1, previously Baa1,
  -- Cl. M-7, Downgraded to Ba3, previously Baa3,
  -- Cl. M-8, Downgraded to Caa1, previously Ba3.


MICHAEL BRANGERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Michael J. Brangers
         Sandra K. Brangers
         3831 Elmwood Ave
         Louisville, KY 40207

Bankruptcy Case No.: 07-34515

Chapter 11 Petition Date: December 14, 2007

Court: Western District of Kentucky (Louisville)

Judge: David T. Stosberg

Debtors' Counsel: Neil Charles Bordy, Esq.
                  Seiller Waterman LLC
                  2200 Meidinger Tower
                  462 S 4th Street
                  Louisville, KY 40202
                  Tel: 584-7400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
ACS Brazo                                               $33,464
P.O. Box 78844
Phoenix, AZ 85062-8844

D&S Ltd                                                 $26,800
231 East Main Street, Suite 240
Round Rock, TX 78664

Bank of America                                         $13,961
P.O. Box 15026
Wilmington, DE 19850-5029

Pitney Bowes                                            $10,170

CSI/Corporate Security                                   $7,970

Discover                                                 $6,700

BB&T BankCard Corp                                       $5,859

84 Lumber                                                $4,142

Hosler Excavating                                        $3,931

Louisville Metro Revenue                                 $3,414

OSI Collection Services inc                              $1,802

Hughes MRO Ltd                                           $1,800

Jack Creel & Associates                                  $1,355

Internal Revenue Services                                $1,306

Buzzard Rock Resort & Marina                             $1,118

Commonwealth of Ky                                         $899
Department of Revenue

BB&T Bancard                                               $639

AES Graduate Loan                                          $569

BB&T                                                       $474

Von Maur                                                   $437


MOODY FAMILY: S&P Junks Ratings on Series 2005A & 2005B Bonds
-------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch with
negative implications and lowered its respective ratings on Moody
Family Housing, LLC, Ga.'s taxable military housing revenue bonds,
series 2005A and 2005B to 'CCC' and 'CC' from 'BBB' and 'BB'.  The
ratings were previously on CreditWatch with developing
implications.

"The rating actions reflect the financial weaknesses of the
transaction as indicated by our projections of 1.13x debt service
coverage for series 2005A and 0.90x for series 2005B based on
unaudited year-to-date financial statements through July 2007,"
said Standard & Poor's credit analyst Mikiyon
Alexander.  "Factors contributing to the financial stress include
0% completion in construction as reported in July 2007, lower-
than-expected net operating income, and diminished capitalized
interest."

Moody Family Housing, LLC's series 2005A and 2005B revenue bonds
have semiannual interest payment dates in August and February.  
Standard & Poor's has contacted the trustee, who has verified the
fund balances; however, it is unknown whether meeting future debt
service payments will require a withdrawal
from the debt service reserve funds.

If debt service coverage drops to lower-than-anticipated levels,
it could lead to a further lowered rating.


MOTORSPORT AFTERMARKET: Weak Performance Cues S&P to Cut Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Motorsport Aftermarket Group Inc., including the corporate credit
rating, to 'B-' from 'B'.  The downgrade reflects the company's
weakening operating performance and rising debt leverage.  If
sustained, these factors could jeopardize the company's ability to
comply with its bank debt covenant levels.  The outlook is
negative. Irvine, Calif.-based MAG had pro forma total debt of
$271 million as of Oct. 31, 2007.

The negative outlook reflects MAG's elevated debt leverage,
currently weak profitability, and the need to increase
discretionary cash flow to reduce its debt burden.  "We could
lower the rating if company fails to improve operating
performance, discretionary cash flow becomes negative, or leverage
increases," said Standard & Poor's credit analyst Hal F. Diamond.


MQ ASSOCIATES: Closes Tender Offers to Buy $316 Mil. Senior Notes
-----------------------------------------------------------------
MQ Associates Inc. and MedQuest Inc., a subsidiary of MQ
Associates, completed its tender offers to purchase:

   (i) any and all of the outstanding $136 million aggregate
       principal amount at maturity of 12-1/4% senior discount
       notes due 2012 (CUSIP No. 55345RAC2)issued by MQ
       Associates and

  (ii) any and all of the outstanding $180 million principal
       amount of 11-7/8% senior subordinated notes due 2012
       (CUSIP No. 58505DAD1) issued by MedQuest.

The tender offers were made solely to fulfill the company's and
MedQuest's obligations under the respective indentures governing
the notes after the company's merger with Novant Health Inc., a
North Carolina nonprofit corporation.

The tender offers, which commenced on Nov. 12, 2007, expired at
8:00 a.m., New York City time, on Dec. 12, 2007.  The company paid
for all discount notes and MedQuest paid for all subordinated
notes delivered, in each case, pursuant to the tender offers on
Dec. 13, 2007.

As of the Expiration Date, $835,000 in aggregate principal amount
of the discount notes representing approximately 0.61% of the then
outstanding discount notes had been delivered for repurchase, and
$2,832,000 in aggregate principal amount of the subordinated notes
representing approximately 1.6% of the then outstanding
subordinated notes had been delivered for repurchase pursuant to
the tender offers.  

All discount notes and subordinated notes validly delivered and
not withdrawn with respect to the tender offers were accepted for
payment.

                      About MQ Associates

Headquartered in Salt Lake City, Utah, MQ Associates Inc. is a
holding company and has no material assets or operations other
than its ownership of 100% of the outstanding capital stock of
MedQuest Inc.   MedQuest Inc. operates independent, fixed- site,
outpatient diagnostic imaging centers in the U.S.  These centers
provide high quality diagnostic imaging services using a variety
of technologies, including magnetic resonance imaging, computed
tomography, nuclear medicine, general radiology, bone
densitometry, ultrasound and mammography.  MedQuest Inc. operates
a network of 90 centers in thirteen states located throughout the
southeastern and southwestern U.S.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $164 million and total liabilities of $476.3 million, resulting
to a shareholders' deficit of $312.3 million.


NATIXIS: Fitch Junks Ratings on $20 Mil. Class B-3 and B-4 Certs.
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on NATIXIS mortgage
pass-through certificates.  Affirmations total $428.5 million and
downgrades total $264.5 million.  In addition, approximately,
$391.5 million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2007-HE2

  -- $317.2 million class A-1 affirmed at 'AAA' (BL:54.89,
     LCR:2.41);

  -- $111.2 million class A-2 affirmed at 'AAA' (BL:47.66,
     LCR:2.09);

  -- $147.1 million class A-3 rated 'AAA', and placed on Rating
     Watch Negative (BL:40.73, LCR:1.79);

  -- $90.6 million class A-4 downgraded to 'A+' from 'AAA', and
     placed on Rating Watch Negative (BL:38.08, LCR:1.67);

  -- $32.9 million class M-1 downgraded to 'A' from 'AA+', and
     placed on Rating Watch Negative (BL:34.36, LCR:1.51);

  -- $30.6 million class M-2 downgraded to 'BBB+' from 'AA',      
     and placed on Rating Watch Negative (BL:30.8, LCR:1.35);

  -- $18.3 million class M-3 downgraded to 'BBB' from 'AA-',
     and placed on Rating Watch Negative (BL:28.58, LCR:1.25);

  -- $16.0 million class M-4 downgraded to 'BBB-' from 'A+',
     and placed on Rating Watch Negative (BL:26.28, LCR:1.15);

  -- $15.5 million class M-5 downgraded to 'BB' from 'A', and
     placed on Rating Watch Negative (BL:24, LCR:1.05);

  -- $14.6 million class M-6 downgraded to 'BB' from 'A-', and
     placed on Rating Watch Negative (BL:21.85, LCR:0.96);

  -- $13.7 million class B-1 downgraded to 'B' from 'BBB+', and
     placed on Rating Watch Negative (BL:19.88, LCR:0.87);

  -- $11.8 million class B-2 downgraded to 'B' from 'BBB', and
     placed on Rating Watch Negative (BL:18.18, LCR:0.8);

  -- $10.9 million class B-3 downgraded to 'CCC' from 'BBB-'
     (BL:16.64, LCR:0.73);

  -- $9.1 million class B-4 downgraded to 'CCC' from 'BB+'
     (BL:15.57, LCR:0.68).

Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 22.88%;
  -- Realized Losses to date (% of Original Balance): 0.07%;
  -- Expected Remaining Losses (% of Current Balance): 22.80%;
  -- Cumulative Expected Losses (% of Original Balance):
     21.71%.

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


NAVISTAR INT'L: Ratifies New Three-Year Contract with UAW Members
-----------------------------------------------------------------
The seven-week strike against International Truck and Engine
Corporation, a subsidiary of Navistar International Corporation,
ended on Dec. 16, 2007, as members of the United Auto Workers
approved new three-year labor agreements that will yield
operational flexibility and cost improvements at nine company
locations.

The contract was ratified by a majority of UAW members in a vote
conducted this weekend. The new contracts take effect immediately
and run until Oct. 1, 2010.

"We expect the new agreements to result in operational and cost
improvements at these facilities while maintaining a good quality
of life for our employees and retirees," Dan Ustian, chairman,
president and chief executive officer of Navistar, said.  "This
deal represents a positive step forward for these facilities."

The agreements were ratified after more than two years of periodic
negotiations between company and UAW leaders.  The UAW chose to
strike on Oct. 23, 2007, and the company utilized its diversified
operations and resources effectively so that customers were
unaffected by the UAW strike.

"With extraordinary efforts and planning, we met all delivery
schedules and as a result, we are well positioned as a business
going forward," Mr. Ustian said.

Navistar's preliminary unaudited manufacturing cash and marketable
securities balance as of Oct. 31, 2007 was $695 million.

"We have maintained our focus on executing our business
strategies," Mr. Ustian said.  "We have the liquidity and lines of
credit available to continue to fund our growth plans to
capitalize on market opportunities.  The new contract will help
the company to reach its previously announced goals for 2009
revenues and operating segment margins."

Outstanding products and a competitive cost structure will be the
basis for Navistar's continued success, Mr. Ustian continued.  
"All our operations must be structured to succeed against any
competitor and in any market condition. Our ability to compete
effectively is important to both our shareholders and to our
employees.  True job security comes only through competitiveness."

These summarizes some key competitive changes and provisions in
the new contracts:

   * significant improvements in operational flexibility and cost
     structure, while maintaining operational improvements from
     prior contracts;
   
   * elimination of restrictive and costly minimum employment
     level requirements;
   
   * increased health care cost sharing;
   
   * ability to shed non-core work;
   
   * improved new hire package;

   * ability to close/sell specific locations if business needs
     dictate; and

   * "Living Operating Agreement" that facilitates ongoing
     improvements.

In addition, the UAW has dropped all unfair labor practice charges
previously filed with the National Labor Relations Board, which
the UAW communicated were the basis of its strike.

The UAW represents approximately 3,700 employees at nine
International facilities in Indianapolis, Indiana (engine assembly
and foundry), Melrose Park, Illinois (engine assembly and engine
engineering), Springfield, Ohio (truck assembly), Atlanta, York
(Pennsylvania) and Dallas (parts distribution centers) and Fort
Wayne, Indiana (truck engineering).  Total worldwide employment at
the company is more than 16,000.

               About International Truck and Engine

International Truck and Engine Corporation, a wholly owned
subsidiary of Navistar International Corporation, produces medium
trucks, heavy trucks, severe service vehicles, MaxxForce brand
diesel engines, parts and service.  International and its
affiliates sell their products, parts and services through a
network of nearly 1,000 dealer outlets in the United States,
Canada, Brazil and Mexico and from more than 60 dealers in 90
countries throughout the world.

                    About Navistar International

Headquartered in Warrenville, Illinois, Navistar International
Corporation (Other OTC: NAVZ) -- http://www.navistar.com/-- is a   
holding company whose wholly owned subsidiaries produce
International(R) brand commercial trucks, MaxxForce brand diesel
engines, IC brand school and commercial buses, and Workhorse brand
chassis for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on North American truck and diesel engine producer
Navistar International Corp. and subsidiary Navistar Financial
Corp. remain on CreditWatch with negative implications, where they
were placed on Jan. 17, 2006.


NEUMANN HOMES: Wants to Sell Precision Framing Assets for $1 Mil.
-----------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates seek the United
States Bankruptcy Court for the Norther District of Illinois'
approval of the sale of Precision Framing Systems, LLC's assets
that are being utilized in its business operations in Denver,
Colorado.

The Debtors proposed to sell the assets for $1,000,000 to 4908
Tower, LLC, a Colorado-based limited liability company, pursuant
to an Asset Purchase Agreement dated November 12, 2007.

The agreement provides, among other things, that:

   (1) 4908 Tower will pay $425,310 of the purchase price by
       taking the assets subject to Precision Framing's existing
       debt to Bank of America Leasing & Capital, LLC, and by
       assuming and paying the existing debt.  The portion of
       the purchase price paid by the assumption and agreement
       to pay the existing debt will be adjusted to the unpaid
       principal balance and accrued but unpaid interest that is
       outstanding as of the closing of the sale.

   (2) 4908 Tower will pay around $374,690 of the purchase price
       by the execution and delivery of its purchase money
       promissory note.  The promissory note will be non-interest
       bearing, will provide for annual installments of 40% of
       the free cash flow received by Precision Framing from its
       operation of the assets during a fiscal year, with
       payments to be made within 90 days following the end of
       each year, and will mature four years after the closing
       of the sale.

   (3) 4908 Tower will pay the balance of the purchase price of
       $200,000 by wire transfer of readily available funds at
       closing, subject to any adjustments, credits, debits, or
       proration.

   (4) The assets will be transferred and conveyed to 4908 Tower
       free and clear of all liens, claims and encumbrances of
       any kind.

   (5) 4908 Tower will purchase all of its requirements for
       inventory from the Debtors from the usable, existing
       supply of inventory and act as the Debtors' agent to
       assist in the liquidation of any inventory that 4908 Tower
       does not intend to use over the 90-day period following
       the closing of sale.

In addition to $1,000,000, the Debtors will receive around
$800,000 from 4908 Tower on or before March 31, 2008, from the
purchase or liquidation of Precision Framing's existing
inventory.

In connection with the proposed Asset Sale, the Debtors also seek
to assume and assign certain unexpired leases and executory
contracts.

To the extent that there are defaults under the assumed leases
and contracts, the Debtors will cure any of the defaults pursuant
to cures agreed upon with the lessor or contract counter-party,
or as otherwise ordered by the Court.

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

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

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


NEUMANN HOMES: Wants to Walk Away from Warrenville Lease
--------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates seek the United
States Bankruptcy Court for the Northern District of Illinois'
authority to reject an unexpired non-residential real property
lease for their corporate headquarters in Warrenville, Illinois;

The Debtors also ask the Court for permission to reject certain
leases on equipment and executory contracts entered into by
Precision Framing Services, LLC; and

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that Neumann Homes, Inc.,
currently rents from KJET Office Building, LLC, 24,222.5 square
feet of office space for the Debtors' corporate headquarters.  
The office building is owned by Kenneth Neumann, the Debtors'
chief executive officer.

Mr. Panagakis says the Debtors do not need the lease, given the
significant reduction in their operations and workforce in the
past few months.  The Debtors, however, made an agreement with
KJET to lease a smaller space in the same building that is more
suitable to their present operational needs.

Mr. Panagakis states that the Debtors also have no need for
certain leases on equipment and executory contracts entered into
by Precision Framing.

"These contracts and leases cannot be assumed and assigned to a
third party for value and are unnecessary drain on the Debtors'
limited liquidity," Mr. Panagakis states.  He adds that the
rejection of the leases and contracts would save the Debtors more
than $53,000 a month.

As to the leases and contracts that have inconsequential value
but which can be assigned or assumed to third party buyers in
connection with the sales of Precision Framing's assets, Mr.
Panagakis says they are set to file a request to assume and
assign the balance of those leases and contracts within the next
few weeks.  He adds, however, that if no assumption or assignment
happens, the Debtors will seek for their rejection.

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

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

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


NEUMANN HOMES: Wants to Sell 36 Trailers to CTPC for $631,208
-------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Illinois for
permission to sell 36 construction trailers for $631,208 to
Chicago Trailer Pool Corporation.

The construction trailers were previously used by the Debtor-
affiliate Precision Framing Services, LLC, in its manufacturing
business operation.  Thirty-two of the trailers were leased from
Banc of America Leasing & Capital, LLC, while the four others are
owned by the Debtors.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that Banc of America will
receive all proceeds from the sale of the leased trailers while
the Debtors' estates will receive the sale proceeds of the four
other trailers.  The bank also agreed to terminate the leases on
and release all claims asserted against the leased trailers.

Chicago Trailer offered to purchase the leased trailers for
$601,208, and the four others for $30,000, plus sales tax.

Mr. Panagakis says the trailers are no longer necessary for
Precision Framing's or the Debtors' business operations, and the
Debtors are not aware of any party interested in purchasing the
trailers.

According to Mr. Panagakis, neither the buyer for Precision
Framing's assets used in its business operations in Denver,
Colorado, nor the prospective buyers for its business in
Montgomery, Illinois, are interested to purchase the trailers or
continue the lease.

Precision Framing offered to sell its assets for $1,000,000 to
4908 Tower, LLC, a Colorado-based limited liability company.
Since the Petition Date, Precision Framing has been winding down
its business operations and seeking potential buyers.

Mr. Panagakis contends that the proposed sale transaction is
justified.

"The transaction allows the Debtors to realize $30,000 in cash
for the owned trailers that no longer benefit their estates and
eliminate all costs in maintaining the 36 trailers," Mr.
Panagakis points out.  He adds that the sale of the leased
trailers would also eliminate claims of Banc of America.

The Debtors further request that the pre-confirmation asset
transfer be exempt from stamp and transfer tax, or any other
similar tax.

"Since the consummation of the proposed transfer is critical to
the ultimate consummation of a plan of reorganization in the
Debtors' Chapter 11 cases, the proposed transfer should be
afforded exemption from stamp taxes or similar taxes provided by
Section 1146(a) of the Bankruptcy Code," Mr. Panagakis states.

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

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

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


NICHOLS BROTHERS: Asks Approval on New Construction Pact with RGWT
------------------------------------------------------------------
Nichols Brothers Boat Builders Inc. asks the U.S. Bankruptcy Court
for the Western District of Washington for permission to enter
into a vessel construction agreement with RGWT Inc. and reject an
executory contract with RGWT.

                 Prepetition Agreement with RGWT

On Oct. 23, 2006, RGWT entered into an agreement with the Debtor
pursuant to which the Debtor was to repair a high-speed catamaran
owned by RGWT.  The catamaran is currently under repair, and is
designated by the Debtor as Hull No. S-133.

RGWT had made all payments due under the prepetition agreement,
with the exception of the final two payments of about $260,694
each, the first of which would have been due midway through the
project, and the second on the delivery of the vessel.

The Debtor believes that the completion of the vessel repair will
cost about $1.3 million.

                 Postpetition Agreement with RGWT               

Shortly after filing for bankruptcy, the Debtor negotiated a
debtor-in-possession financing facility in the amount of $280,000
from Ice Floe LLC, which the Court approved on Nov. 21, 2007, on
an interim basis.

The Debtor relates that the DIP financing is insufficient to allow
the Debtor to expend funds on the vessel, nor does the DIP
financing budget allow the Debtor to use it to work on the vessel.

RGWT and the Debtor have negotiated the terms of a postpetition
vessel construction agreement, which would allow the Debtor to
complete the repair of the vessel, minimizing RGWT's prepetition
claim.

The material terms of the postpetition agreement are:

   a. the Debtor will reject the prepetition agreement;

   b. the Debtor will complete the construction of the vessel in
      accordance with the design and specifications under the
      prepetition agreement and on a time and materials basis, in
      the ordinary course of the Debtor's business;

   c. RGWT will pay the Debtor all direct and indirect costs for
      labor and materials as well as an allocable portion of the
      Debtor's overhead expenses from the date of the postpetition
      agreement through the date of delivery of the vessel;

   d. RGWT will fund construction costs by periodic advance
      payments.  The Debtor will establish a segregated bank
      account into which RGWT will wire funds to be used to pay
      approved construction costs of the vessel;

   e. on a weekly basis, the Debtor will transmit to RGWT a draw
      request and the corresponding detail of costs and expenses
      to be incurred the following week.  Upon RGWT's approval of
      a draw request, RGWT will wire sufficient funds into the
      segregated account to pay the applicable expenses.  The
      Debtor will not use the funds for any other purpose not
      detailed in the draw request, unless RGWT agrees in writing.

The Debtor relates that the prepetition agreement it has with RGWT
has no value to the estate since it is neither a contract to make
money or can be liquidated for value.  Hence, the Court should
approve its rejection.

On the other hand, the Debtor says that the postpetition agreement
has a clear benefit to the estate and creditors of the Debtor.  It
currently stands even without the rejection of the prepetition
agreement.  Also, the Debtor says that RGWT has a large claim for
damages arising from the Debtor's inability to perform under the
terms of the prepetition agreement, and the claim continues to
grow everyday.  The Debtor stressed that the only way to mitigate
RGWT's damages claim is to complete the work on the vessel.

Perhaps more importantly, the Debtor relates, the postpetition
agreement provides the Debtor with the ability to rehire some of
its terminated employees, who are necessary to complete the
vessel, which benefits not only the employees who undoubtedly
could use a paycheck in this Holiday season, but also helps   
retain business value.   Much of the value of the Debtor's
business is directly tied to its ability to hire skilled
employees.  As more time passes, and more former employees look
elsewhere for a job, the value of the Debtor to a potential
purchaser diminishes.

Finally, according to the Debtor, the postpetition agreement
should add little, if any, costs of administration of the estate,
in that the Debtor is not funding the completion of the vessel.

                      About Nichols Brothers

Freeland, Washington-based Nichols Brothers Boat Builders Inc. --
http://www.nicholsboats.com/-- provide expertise in the
construction of steel and aluminum vessels.  The Debtor filed for
chapter 11 bankruptcy on Nov. 16, 2007 (W.D. Wa. Case No.
07-15522).  David C. Neu, Esq., and Marc L. Barreca, Esq., at
Kirkpatrick & Lockhart Preston Gates Ellis LLP represent the
Debtor in its restructuring efforts. Danial D. Pharris, Esq., at
Lasher Holzapfel Sperry & Ebberson PLLC represents the Official
Committee of Unsecured Creditors.  The Debtor's schedules
disclose total assets of $3,413,495 and total liabilities of
$43,949,987.


NORTHSTAR PETROLEUM: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Northstar Petroleum Co., Inc.
        173 Old Beaver Grade Road
        Coraopolis, PA 15108

Bankruptcy Case No.: 07-27871

Type of Business: The Debtor manages and operates petrol stations.  
                  See http://www.nspco.com.tw/

Chapter 11 Petition Date: December 14, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtor's Counsel: Robert O. Lampl, Esq.
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

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


OPTION ONE: Fitch Junks Ratings on $12.6 Mil. Class Certificates
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Option One
mortgage pass-through certificates.  Affirmations total
$426.8 million and downgrades total $144.6 million.  In addition
$72 million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

Series 2005-1

  -- $102.6 million class A affirmed at 'AAA' (BL: 63.32,
     LCR: 7.04);

  -- $52.8 million class M-1 affirmed at 'AA+' (BL: 36.96,
     LCR: 4.11);

  -- $22.2 million class M-2 affirmed at 'AA' (BL: 18.38,
     LCR: 2.04);

  -- $13.8 million class M-3 downgraded to 'A+' from 'AA-'
     (BL: 14.9, LCR: 1.66);

  -- $13.8 million class M-4 downgraded to 'BBB+' from 'A+'
     (BL: 12.29, LCR: 1.37);

  -- $21.6 million class M-5 downgraded to 'BB' from 'A-'
     (BL: 8.52, LCR: 0.95);

  -- $10.8 million class M-6 downgraded to 'B' from 'BBB+'
     (BL: 6.77, LCR: 0.75);

  -- $8.4 million class M-7 downgraded to 'CC/DR3' from 'BBB'
     (BL: 5.55, LCR: 0.62);

  -- $4.2 million class M-8 downgraded to 'CCC/DR1' from 'BBB-'
     (BL: 5.52, LCR: 0.61).

Deal Summary

  -- Originators: Option One (100%);
  -- 60+ day Delinquency: 24.35%;
  -- Realized Losses to date (% of Original Balance): 0.52%;
  -- Expected Remaining Losses (% of Current Balance): 9.00%;
  -- Cumulative Expected Losses (% of Original Balance): 2.47%.

Series 2005-2

  -- $167.6 million class A affirmed at 'AAA' (BL: 55.25, LCR:
     5.5);

  -- $61.2 million class M1 affirmed at 'AA+' (BL: 36.13, LCR:
     3.6);

  -- $20.4 million class M2 affirmed at 'AA' (BL: 29.85, LCR:
     2.97);

  -- $15 million class M3 downgraded to 'A' from 'AA-' (BL:
     15.80, LCR: 1.57) and placed on Rating Watch Negative;

  -- $15 million class M4 downgraded to 'BBB+' from 'A+' (BL:
     13.29, LCR: 1.32) and placed on Rating Watch Negative;

  -- $10.8 million class M5 downgraded to 'BBB-' from 'A' (BL:
     11.59, LCR: 1.15) and placed on Rating Watch Negative;

  -- $7.2 million class M6 downgraded to 'BB' from 'A-' (BL:
     10.40, LCR: 1.04) and placed on Rating Watch Negative;

  -- $15 million class M7 downgraded to 'B' from 'BBB+' (BL:
     8.31, LCR: 0.83) and placed on Rating Watch Negative;

  -- $6 million class M8 downgraded to 'B' from 'BBB' (BL:
     8.13, LCR: 0.81) and placed on Rating Watch Negative;

  -- $3 million class M9 downgraded to 'B' from 'BBB-' (BL:
     10.65, LCR: 1.06) and placed on Rating Watch Negative.

Deal Summary

  -- Originators: Option One (100%);
  -- 60+ day Delinquency: 28.77%;
  -- Realized Losses to date (% of Original Balance): 0.75%;
  -- Expected Remaining Losses (% of Current Balance): 11.94%;
  -- Cumulative Expected Losses (% of Original Balance): 4.09%.

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


OPTION ONE: Moody's Downgrades Ratings on 29 Tranches
-----------------------------------------------------
Moody's Investors Service has reviewed for downgrade 2 tranches,
downgraded 29 tranches, and upgraded 2 tranches from several 2002,
2004, and 2005 deals with loans originated by Option One Mortgage
Corporation.  The transactions consist of primarily first lien,
adjustable and fixed-rate subprime mortgage loans.

Although the deals' losses are performing within the area of
original expectations, the certificates have been downgraded and
placed on review for possible downgrade based upon recent and
expected pool losses and the resulting actual and expected erosion
of credit support.  Overcollateralization amounts in all of the
transactions are currently below their targets and pipeline losses
could cause further depletion of the overcollateralization and put
pressure on the most subordinate tranches.  Class B-2 from Morgan
Stanley 2002-OPT1 has been written down and Class B-1 is currently
realizing losses and is likely to be further written down, causing
there to be less enhancement available to Classes M-1 and M-2.  
Generally, existing credit enhancement levels were too low for the
previous ratings given the current projected losses on the
underlying pools.  Credit support deterioration can be partially
attributed to the deals passing performance triggers and therefore
releasing large amounts of overcollateralization.

The certificates are being upgraded based on the fact that their
current credit enhancement, provided by subordination, excess
spread, and overcollateralization, is high compared to the current
projected losses on the underlying pool.

The complete rating actions are:

Downgrade

Issuer: ACE Securities Corp. Home Equity Loan Trust

  -- Series 2004-OP1; Class M-5, downgraded from Baa2 to Ba1
  -- Series 2004-OP1; Class M-6, downgraded from Baa3 to B3
  -- Series 2004-OP1; Class B, downgraded from Ba2 to Ca

Issuer: Asset Backed Funding Corporation

  -- Series 2004-OPT1; Class M-5, downgraded from Baa2 to Ba1
  -- Series 2004-OPT1; Class M-6, downgraded from Baa3 to B2
  -- Series 2004-OPT1; Class B, downgraded from Ba2 to Ca
  -- Series 2004-OPT2; Class M-6, downgraded from Baa3 to B1
  -- Series 2004-OPT2; Class B, downgraded from Ba1 to B3
  -- Series 2004-OPT3; Class M-4, downgraded from Baa1 to Baa3
  -- Series 2004-OPT3; Class M-5, downgraded from Baa2 to Ba2
  -- Series 2004-OPT3; Class M-6, downgraded from Baa3 to Ba3
  -- Series 2004-OPT4; Class M-5, downgraded from Baa2 to Ba1
  -- Series 2004-OPT4; Class M-6, downgraded from Baa3 to B1

Issuer: GSAMP Trust

  -- Series 2004-OPT; Class B-3, downgraded from Baa3 to Ba1
  -- Series 2004-OPT; Class B-4, downgraded from Ba1 to B1

Issuer: MASTR Asset Backed Securities Trust

  -- Series 2002-OPT1; Class M-6, downgraded from Ba1 to Caa2
  -- Series 2004-OPT1; Class M-5, downgraded from Baa2 to Ba1
  -- Series 2004-OPT1; Class M-6, downgraded from Baa3 to B2
  -- Series 2004-OPT1; Class M-7, downgraded from Ba1 to Caa1

Issuer: Morgan Stanley Dean Witter Capital I Inc.

  -- Series 2002-OP1; Class M-1, downgraded from Aa1 to A3
  -- Series 2002-OP1; Class M-2, downgraded from A1 to B2
  -- Series 2002-OP1; Class B-1 downgraded from Caa3 to C

Issuer: Option One Mortgage Loan Trust

  -- Series 2004-1; Class M-5, downgraded from Baa2 to Ba2
  -- Series 2004-1; Class M-6, downgraded from Baa3 to B3
  -- Series 2004-1; Class M-7, downgraded from B1 to Ca
  -- Series 2004-2; Class M-6, downgraded from Baa3 to Ba2
  -- Series 2004-2; Class M-7, downgraded from Ba1 to B3

Issuer: Securitized Asset Backed Receivables LLC Trust

  -- Series 2004-OP1; Class B-2, downgraded from Baa2 to Ba1
  -- Series 2004-OP1; Class B-3, downgraded from Baa3 to B3

Upgrade

Issuer: Chase Funding Loan Acquisition Trust

  -- Series 2004-OPT1; Class M-1, upgraded from Aa2 to Aa1
  -- Series 2004-OPT1; Class M-2, upgraded from A2 to A1

Review for Downgrade:

Issuer: Citigroup Mortgage Loan Trust

  -- Series 2005-OPT1, Class M-9, current rating Baa3, under
     review for possible downgrade
  -- Series 2005-OPT1, Class M-10, current rating Ba1, under
     review for possible downgrade


PATRICK FAMILY: S&P Lowers Ratings on Housing Revenue Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Patrick
Family Housing LLC, Fla.'s taxable military housing revenue bonds
series 2005A to 'CCC' from 'BBB', its rating on Patrick Family
Housing bonds series 2005B to 'CC' from 'BB', and its rating on
Patrick Family Housing bonds series 2005C to 'CC' from 'B'.  At
the same time, Standard & Poor's placed the ratings on CreditWatch
with negative implications.
    
The rating actions reflect the financial weaknesses of the
transaction as indicated by Standard & Poor's projections of
declining debt service coverage of 0.89x for series 2005A, 0.71x
for series 2005B, and 0.68x for series 2006C based on 2006
unaudited financial statements.

The factors that have contributed to the financial stresses
include: a significant delay in construction completion with only
29% of schedule new construction complete, lower than expected net
operating income, the diminishment of capitalized interest in 2007
and cost overruns.  Series 2005A, 2005B, and 2005C revenue bonds
have semiannual interest payment dates in September and March.      

Standard & Poor's has received verified fund balance information
from the trustee which indicates that at the projected debt
service coverage level for the 2005A bonds, the Sept. 15 payment
date was met without withdrawing money from the debt service
reserve fund.  However, projected debt service coverage for all of
the series 2005 bonds could result
in a draw on the debt service reserve fund for the March payment.  
The DSRF is fully funded at maximum annual debt service.

Standard & Poor's has received notification from the trustee that
the financial stresses due to the lack of construction, financial
reporting, and the various cost overruns have resulted in covenant
defaults under the trust
documents.

Patrick Family Housing LLC has experienced marginal to high
increases in the Basic Allowance for Housing, with a 6% increase
from 2006 to 2007.
     
The factors that could lead to a further downgrade include debt
service coverage lower than anticipated and payment default.


PHARMED GROUP: Contracts Assumption Hearing Set on December 20
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on Dec. 20, 2007 at 02:30 PM, at the Claude
Pepper Federal Building in 51 Southwest First Avenue, Room 1406,
in Miami, Florida, to consider the request of Pharmed Group
Holdings Inc.'s subsidiary, PAL Laboratories Inc., to assume and
assign executory contracts and unexpired leases to proposed buyer
of substantially all of PAL's assets.

The hearing is in conjunction with a sale hearing to consider
approval of the sale of substantially all of PAL's assets to the
highest and best bidder.

On Oct. 26, 2007, PAL executed an Asset Purchase Agreement with
PLD Acquisitions LLC, as purchaser of substantially all of PAL's
assets.

On Nov. 20, 2007, the Court approved the APA authorizing the
Debtors to conduct an auction sale, approving bid procedures of
the auction, and scheduling the sale hearing.

Section 365 of the U.S. Bankruptcy Code authorizes a trustee or
debtor-in-possession to assume and assign or reject an executory
contract or unexpired lease subject to the Court's approval.  PAL
seeks approval, pursuant to the APA, to assume and assign to the
proposed purchaser, PLD Acquisitions (or to any successful bidder
or backup bidder in the event the proposed bidder is not the
highest or best bid), the purchased contracts.

Under the APA, the proposed purchaser will assume liability for
the cost of curing any defaults under the purchased contracts
following the closing of the sale.

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and     
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.


PIKE NURSERY: Has Until Dec. 31 to File Schedules & Statements
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave Pike Nursery Holding LLC until Dec. 31, 2007, to file its
schedules of assets and liabilities, and statements of financial
affairs.

The Debtor says that the extension will give its ample time to
gather information relating to a multitude of transactions, from
the books, records and documents stored in various locations.

The Debtor assures the Court that the extension will not prejudice
any party of interest.  The Debtor relates that it has filed a
list of its creditors in the U.S. Trustee office.
                         
Headquartered in Norcross, Georgia, Pike Nursery Holding LLC dba
Pike Family Nurseries and Pike Nurseries, operates plant nurseries
in 22 locations at Georgia, North Carolina, and Alabama.  The
Debtor filed for Chapter 11 protection on Nov. 14, 2007, (Bankr.
N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq. of
Scroggins and Williamson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it has estimated assets and debts of $1 million to
$100 million.


PIKE NURSERY: U.S. Trustee Appoints 7-Member Creditors Panel
------------------------------------------------------------
The U.S. Trustee for Region 21 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors in Pike
Nursery Holding LLC's Chapter 11 case.

The Creditors Committee are:

   a) Monrovia Nursery Company                 
      Attn: Tyler Page, CFO                   
      18331 E. Foothill Blvd.                  
      Azusa, CA 91702                          
      Tel: 626-334-9321                        
      Fax: 626-604-3725                       
      
   b) Pennington Seed Inc
      Attn: Brooks Pennington, III
      P. O. Box 290
      1280 Atlanta Hwy.
      Madison, GA 30650
      Tel: 706-342-1234
      Fax: 706-342-9644
      
   c) GroSouth Inc.
      Attn: John W. Morgan, President                                   
      620 N. McDonough Street                  
      P. O. Box 349                            
      Montgomery, AL 36101                     
      Tel: 334-265-8241                        
      Fax: 334-265-8243                        

   d) Border Concepts Inc.
      Attn: Neil R. Miller, President
      10450 Park Rd., Suite 100
      Charlotte, NC 28210
      Tel: 704-541-5509
      Fax: 704-541-5610

   e) Bosse Concrete Products                  
      Attn: Karen Dalton, Regional Controller
      3700 Mansell Rd., Suite 250              
      Alpharetta, GA 30022                     
      Tel: 404-427-2197                       
      Fax: 678-461-2845                        

   f) Flowerwood Nursery
      Attn: Jim Van Antwerp
      P.O. Box 665
      15315 Kelly Road
      Loxley, AL 36551
      Tel: 251-964-2261
      Fax: 251-964-6594

   g) Pavestone Company
      Attn.: David Newman, Corporate Credit Manager
      4835 LBJ Freeway
      Suite 700
      Dallas, TX 75244
      Tel: 817-637-4119
      Fax: 972-404-9208

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

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


PIKE NURSERY: Committee Wants to Employ Pachulski Stang as Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Pike Nursery
Holding LLC's Chapter 11 case asks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Pachulski Stang Ziehl & Jones LLP as its counsel.

Pachulski Stang will:

   a) provide legal advice and assistance to the Committee
      relative to the Debtors' administration of
      its bankruptcy case;

   b) represent the Committee at hearings held before the Court
      and communicate with the Committee regarding the issues
      raised, as well as the decisions of the Court;

   c) assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs and the
      reasons for its Chapter 11 filings;

   d) review and analyze all applications, motions, orders,
      statements of operations and schedules filed with the Court
      by the Debtors or third parties, advise the Committee as to
      their propriety, and, after consultation with the Committee,
      take appropriate action;

   e) assist the Committee in preparing applications, motions, and
      order in support of positions taken by the Committee, as
      well as prepare witnesses and review documents in this
      regard;

   f) apprise the Court of the Committee's analysis of the
      Debtors' operations;

   g) confer with the financial advisors and any other
      professionals retained by the Committee so as to advise the
      Committee and the Court more fully of the Debtors'
      operations;

   h) assist the Committee in its negotiations with the Debtors
      and other parties-in-interest concerning the terms of any
      proposed plan of reorganization;

   i) assist the Committee in its consideration of any plan of
      reorganization proposed by the Debtors or other parties-in-
      interest as to whether it is in the best interest of the
      creditors and is feasible;

   j) assist the Committee with such other services as may
      contribute to the confirmation of a plan of reorganization;

   k) advise and assist the Committee in evaluating and
      prosecuting any claims that the Debtors may have against
      third parties;

   l) assist the Committee in the determination of whether and how
      to sell the assets of the Debtors for the highest and best
      price; and

   m) assist the Committee in performing such other services as
      may be in the interest of creditors, including the
      commencement of, and participation in appropriate litigation
      with respect to the estate.

Jeffrey W. Dulberg, Esq., a partner at Pachulski Stang, tells the
Court that the firm's professionals bill:

         Designation                       Hourly Rate
         -----------                       -----------
         Jeffrey N. Pomerantz, Esq.           $470
         Jeffrey W. Dulberg, Esq.             $450
         Beth D. Dassa                        $165

Mr. Dulberg assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the U.S.
Bankruptcy Code.

Mr. Dulberg can be contacted at:

      Jeffrey W. Dulberg, Esq.
      Pachulski Stang Ziehl & Jones LLP
      780 Third Avenue, 36th Floor
      New York, NY 10017-2024
      Tel: (212) 561-7700
      Fax: (212) 561-7777
      http://www.pszjlaw.com/

                        About Pike Nursery

Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama.  Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts.  The Debtor chose BMC Group as its claims,
noticing, and balloting agent.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $1 million to $100 million.


PORTER SQUARE: Moody's Cuts Rating on $9 Million Class D Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by
Porter Square CDO II, Ltd.:

Class Description: 17,000 Preference Shares ($17,000,000 aggregate
liquidation preference)

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

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

Class Description: $10,000,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes due 2040

  -- Prior Rating: A2
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $9,000,000 Class D Mezzanine Secured Deferrable
Floating Rate Notes due 2040

  -- Prior Rating: Baa2
  -- Current Rating: Ba3, 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 structured
finance securities.


PRORHYTHM INC: Organizational Meeting Scheduled on Thursday
-----------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors in
ProRhythm, Inc.'s chapter 11 cases at 10:00 a.m., on Dec. 19,
2007, at Romm 2112, J. Caleb Boggs Federal Building, 844 North
King Street in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341 of
the Bankruptcy Code.  However, a representative of the Debtor will
attend and provide background information regarding the cases.

Creditors interested in serving on a Committee should complete and
return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

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

Headquartered in Ronkonkoma, New York, ProRhythm Inc. --
http://www.prorhythm.com/-- develops medical H.I.F.U. products,   
including a device for the treatment of atrial fibrillation.  The
company filed for Chapter 11 protection on Dec. 11, 2007 (Bankr.
D. Del. Case No. 07-11861).  Chun I. Jang, Esq., and Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., represent the
Debtor.  When the Debtor filed for protection form its creditors,
it disclosed estimated assets between $10 million and $50 million
and estimated debts between $1 million and $10 million.


PUTNAM STRUCTURED: Moody's Junks Ratings on Two Note Classes
------------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by
Putnam Structured Product CDO 2001-1 Ltd. :

Class Description: $9,000,000 Class C-1 Floating Rate Notes Due
2037

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa3

Class Description: $9,000,000 Class C-2 Fixed Rate Notes Due 2037

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa3

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


QUEBECOR WORLD: Aborts $341 Mil. Sale of European Assets to RSDB
----------------------------------------------------------------
Quebecor World Inc. will not be proceeding with the sale of its
European business to RSDB NV due to the lack of support of the
transaction from RSDB's shareholders.

In November 2007, Quebecor World and RSDB NV have signed a
definitive share purchase agreement and implementation agreement
to sell/merge Quebecor World's European operations to RSDB Group.  
RSDB will buy Quebecor World's European operations and Quebecor
World will retain a 29.9% interest in the merged entity that will
be named "Roto Smeets Quebecor" and will be listed on Euronext
Amsterdam.

Under the terms of the share purchase agreement and implementation
agreement, RSDB will deliver to Quebecor World, at closing, cash,
a note and shares valued in the aggregate at approximately EUR240
million or $341 million, subject to certain post-closing
adjustments.

More specifically, the consideration payable to Quebecor World
will be comprised of approximately EUR150 million or $213 million
in cash, a EUR35 million or $50 million note, and 1.4 million
shares in RSQ representing approximately 29.9% of the issued and
outstanding shares of the combined business post-closing.

The share purchase and implementation agreement was agreed to by
both RSDB's management and supervisory boards but was conditional
upon the approval of RSDB's shareholders.

Notwithstanding the outcome of the RSDB's shareholders vote,
Quebecor World believes that the overall terms of the transaction
represented fair value for all affected stakeholders.

The company will explore its strategic options for its European
operations, including consolidation opportunities and other
initiatives to enhance value.

'While we believed this transaction represented an important
consolidation opportunity for the European industry, our European
business remains a leader, with one of the most extensive and
technologically advanced pan-European platforms," Wes Lucas,
president and CEO Quebecor World, said.  "Our customers will
continue to receive top quality, on-time products and services
each and every day as we are fortunate to have some of the most
skilled and dedicated people in the industry."

The company is evaluating and implementing a variety of options
that should compensate for the sale proceeds that will no longer
be realized as a result of this transaction not proceeding,
including the implementation of new accounts receivable financing
programs in Europe.

Moreover, Quebecor World's management and board of directors,
together with its independent financial advisor, explore and
evaluate financing and other alternatives to further strengthen
the company's balance sheet and liquidity.  While recent external
market conditions have been challenging, the company's completed
retooling and turn-around plan are generating improvements and
have contributed to ensuring the company's continued positive
operating cash flow.

                   About Quebecor World Inc.  

Headquartered in Montreal, Quebec, Quebecor World Inc. (TSX:
IQW)(NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides      
market solutions, including marketing and advertising activities,
well as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other printed
media.  It has 127 printing and related facilities located in
North America, Europe, Latin America and Asia.  In the United
States, it has 82 facilities in 30 states, and is engaged in the
printing of books, magazines, directories, retail inserts,
catalogs and direct mail.  In Canada it has 17 facilities in five
provinces, through which it offers a mix of printed products and
related value-added services to the Canadian market and
internationally.  The company is an independent commercial printer
in Europe with 19 facilities, operating in Austria, Belgium,
Finland, France, Spain, Sweden, Switzerland and the United
Kingdom. In March 2007, it sold its facility in Lille, France.  
Quebecor World (USA) Inc. is its wholly owned subsidiary.

                            *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Standard & Poor's Ratings Services lowered its preferred stock
rating on Quebecor World Inc. two notches to 'C' from 'CCC-'.  The
company's other ratings, including the 'B-' long-term corporate
credit rating, remain unchanged.  All ratings are on CreditWatch
with negative implications, where they were initially placed
Aug. 9, 2007.


ROWECOM INC: Trustee Expects Final Distribution in 2nd Qtr of 2008
------------------------------------------------------------------
Christopher J. Panos, liquidating trustee for the Liquidating
Trust of Sabine Inc. fka RoweCom Inc. and its substantively
consolidated debtors, established under their confirmed Third
Amended Joint Liquidating Plan, provided a summary of the status
of his activities regarding the administration of the Trust.

In a status report dated Dec. 13, 2007, Mr. Panos disclosed
that he and the liquidating trust representative of the estate
of Enivid Inc. fka Divine Inc. filed a motion with the U.S.
Bankruptcy Court for the District of Massachusetts seeking
approval of a comprehensive settlement resolving Mr. Panos' and
the Enivid estate's lawsuits against former directors and officers
of the Debtors.

The litigation is the last substantial claim to be liquidated by
Mr. Panos and Enivid Estate.

The settlement agreement, dated Nov. 1, 2007, resolves, among
other things:

   -- the Liquidating Trust's lawsuit against Jude Sullivan for,
      among other things, breach of his fiduciary duties of care
      and loyalty, and his waste of the Debtors' corporate
      assets; and

   -- the liquidating trust representative of Enivid's lawsuit
      against Andrew J. Filipowski, Paul Humenansky, Michael
      Culliname and Jude Sullivan seeking damages for, among other
      things, breaches of the defendants' duty of loyalty, duty of
      care, good-faith and deepening Enivid's insolvency.  

Pending approval of the settlement agreement, and based on
preliminary calculations, estimates and a substantial number of
assumptions, Mr. Panos expects an additional distribution of up to
30% to 36% of allowed claims, which, after taking into account the
prior interim distribution of 6%, will result in total
distributions to holders of allowed claims in the Debtors'
bankruptcy cases of up to 36% to 42%.  

According to Mr. Panos, the Liquidating Trust's claim in the
Enivid estate is the principal source of funds for distribution to
creditors of the Debtors, hence the preliminary projection is
subject to numerous assumptions in both the Debtors' cases and the
Enivid Estate including, among other things, approval of the
settlement agreement and that the estates do not incur substantial
unforeseen expenses.  

Pursuant to the settlement agreement, the Sabine and Enevid
estates expect to receive, in the aggregate, approximately $10 to
$10.5 million.

Mr. Panos anticipates a final distribution in the second quarter
of 2008.

Rowecom Inc. offered content sources and innovative technologies
and provided information specialists, particularly in the library,
with complete solutions serving all their information needs, in
print or electronic format.  The company, together with six of its
affiliates, filed for chapter 11 protection on January 27, 2003
(Bankr. Mass. Case No. 03-10668).  Stephen E. Garcia, Esq., Mindy
D. Cohn, Esq., at Kaye Scholer LLC and Jeffrey D. Sternklar, Esq.,
Jennifer L. Hertz, Esq., at Duane Morris, LLP represented the
Debtors in their restructuring efforts.  When the company filed
for protection from its creditors, it listed estimated assets and
debts of over $50 million each.  The Debtors' Liquidating Chapter
11 Plan was confirmed on Dec. 7, 2004.


SAINT AGNES: Wants Jameson & Associates as Bankruptcy Counsel
-------------------------------------------------------------
Saint Agnes Missionary Baptist Church seeks permission from the
U.S. Bankruptcy Court for the Southern District of Texas
to employ James B. Jameson & Associates as its counsel.

Jameson will represent the Debtor in its Chapter 11 case since
they the firm has filed the initial pleadings on behalf of the
Debtor.

The Debtor tells the Court that it will pay the standard hourly
rate of $300 to the Jameson's associates and legal assistants.  
The Debtor will also pay the the out-of-pocket expenses incurred
in relation to the Chapter 11 case.

To the best of the Debtor's knowledge, the Firm is "disinterested"
as that term is defined in the Section 101(14) of the Bankruptcy
Code.

The Firm can be reached at:

     James B. Jameson & Associates
     Suite 250, 3700 Buffalo Speedway
     Houston, TX 77098-3505
     Tel (713) 621-3551

Headquartered in Houston, Texas, Saint Agnes Missionary Baptist
Church aka St. Agnes Missionary Baptist Church is a religious
organization.  The Debtor  filed for Chapter 11 protection on Nov.
5, 2007.  (Bankr. S.D. Tex. Case No. 07-37648).  When the Debtor
filed for protection from its creditors, it listed total assets of
$19,634,923 and total debts of $13,283,775.


SAINT AGNES: Wants to Employ Tracy Mathews as Accountant
--------------------------------------------------------
Saint Agnes Missionary Baptist Church seeks permission from the
U.S. Bankruptcy Court for the Southern District of Texas
to employ the firm of Tracy Mathews, CPA, as its accountant.

Mr. Mathews has extensive knowledge concerning the accounting for
the Debtor.  Mr. Mathews will provide general accounting services  
and conduct accounting schedules and financial pro formas.

The Debtor tells the Court that it will pay Mr. Mathews' standard
hourly rate of $125.  For his associates and assistants, the
Debtor will pay $75 per hour of services rendered.  The Debtor
added that it will also pay for the out-of-pocket expenses
incurred in relation to its chapter 11 case.

Mr. Mathews assures the court that his firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Court.

Headquartered in Houston, Texas, Saint Agnes Missionary Baptist
Church aka St. Agnes Missionary Baptist Church is a religious
organization.  The Debtor  filed for Chapter 11 protection on Nov.
5, 2007.  (Bankr. S.D. Tex. Case No. 07-37648).  James B. Jameson,
Esq. of James B. Jameson & Associates represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $19,634,923 and total
debts of $13,283,775.


SECURITIZED ASSET: Fitch Slices Ratings on Two Classes to BB
------------------------------------------------------------
Fitch Ratings has taken these rating actions on classes from
Securitized Asset Backed Receivables LLC Trust transactions.  
Affirmations total $221.9 million and downgrades total $200.6
million.  In addition, $609 million is placed on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

SABR 2007-BR1

  -- $251.3 million class A-1 rated 'AAA' (BL: 39.09, LCR:
     2.01), placed on Rating Watch Negative;

  -- $221.9 million class A-2A affirmed at 'AAA' (BL: 47.54,
     LCR: 2.44);

  -- $140.3 million class A-2B rated 'AAA' (BL: 38.67, LCR:
     1.98), placed on Rating Watch Negative;

  -- $16.7 million class A-2C rated 'AAA' (BL: 39.27, LCR:
     2.02), placed on Rating Watch Negative;

  -- $52.8 million class M-1 downgraded to 'AA-' from 'AA+'
     (BL: 37.37, LCR: 1.92) and placed on Rating Watch
     Negative;

  -- $46 million class M-2 downgraded to 'A+' from 'AA+' (BL:
     32.33, LCR: 1.66) and placed on Rating Watch Negative;

  -- $19.3 million class M-3 downgraded to 'A' from 'AA' (BL:
     30.08, LCR: 1.54) and placed on Rating Watch Negative;

  -- $20.3 million class M-4 downgraded to 'A-' from 'AA-' (BL:
     27.59, LCR: 1.42) and placed on Rating Watch Negative;

  -- $16.9 million class M-5 downgraded to 'BBB+' from 'A+'
     (BL: 25.35, LCR: 1.3) and placed on Rating Watch Negative;

  -- $15.5 million class M-6 downgraded to 'BBB' from 'A' (BL:
     23.36, LCR: 1.2) and placed on Rating Watch Negative;

  -- $16.9 million class B-1 downgraded to 'BB' from 'A-' (BL:
     21.28, LCR: 1.09) and placed on Rating Watch Negative;

  -- $12.6 million class B-2 downgraded to 'BB' from 'BBB+'
     (BL: 20.10, LCR: 1.03) and placed on Rating Watch
     Negative.

Deal Summary

  -- Originators: New Century Capital Corporation (100%);
  -- 60+ day Delinquency: 19.23%;
  -- Realized Losses to date (% of Original Balance): 0.21%;
  -- Expected Remaining Losses (% of Current Balance): 19.48%;
  -- Cumulative Expected Losses (% of Original Balance):
     18.15%.

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


SG MORTGAGE: Fitch Pares Ratings on $9.8 Mil. Class Certs. to BB
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on one SG Mortgage
Securities asset-backed certificate.  Downgrades total
$63.3 million.  In addition, the transaction is placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class is included with the rating actions as:

SG Mortgage Securities, 2007-NC1

  -- $95.8 million class A-1 rated 'AAA', is placed on Rating
     Watch Negative (BL: 36.78, LCR: 2.08);

  -- $147.2 million class A-2 rated 'AAA', is placed on Rating
     Watch Negative (BL: 36.77, LCR: 2.08);

  -- $12.8 million class M-1 downgraded to 'AA-' from 'AA+',
     and placed on Rating Watch Negative (BL: 34.19, LCR:
     1.94);

  -- $11.3 million class M-2 downgraded to 'A+' from 'AA+', and
     placed on Rating Watch Negative (BL: 30.69, LCR: 1.74);

  -- $7.3 million class M-3 downgraded to 'A+' from 'AA', and
     placed on Rating Watch Negative (BL: 28.36, LCR: 1.61);

  -- $6.2 million class M-4 downgraded to 'A-' from 'AA-', and
     placed on Rating Watch Negative (BL: 26.15, LCR: 1.48);

  -- $5.5 million class M-5 downgraded to 'BBB+' from 'A+', and

  -- $5.3 million class M-6 downgraded to 'BBB' from 'A', and
     placed on Rating Watch Negative (BL: 22.19, LCR: 1.26);
     placed on Rating Watch Negative (BL: 24.16, LCR: 1.37);

  -- $5.1 million class M-7 downgraded to 'BBB-' from 'A-', and
     placed on Rating Watch Negative (BL: 20.36, LCR: 1.15);

  -- $4.8 million class M-8 downgraded to 'BB' from 'BBB+', and

  -- $5.0 million class M-9 downgraded to 'BB' from 'BBB', and
     placed on Rating Watch Negative (BL: 17.46, LCR: 0.99).
     placed on Rating Watch Negative (BL: 18.77, LCR: 1.06);

Deal Summary

  -- Originators: (100% New Century);
  -- 60+ day Delinquency: 12.17%;
  -- Realized Losses to date (% of Original Balance): 0.06%;
  -- Expected Remaining Losses (% of Current Balance): 17.67%;
  -- Cumulative Expected Losses (% of Original Balance):
     16.24%.

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


SL COCKRELL: Files List of 20 Largest Unsecured Creditors
---------------------------------------------------------
S.L. Cockrell Leasing LLC submitted to the U.S. Bankruptcy Court
for the Southern District of Mississippi its list of 20 largest
unsecured creditors, disclosing:

   Creditor                      Nature of Claim     Amount
   --------                      ---------------   ----------
   IRS                                               $120,000
   Memphis, TN 37501

   Mantis Financial              2007 Peterbilt      $129,764
   9433 Bee Caves Rd.            379
   Bldg 2 Ste 201                                    ($85,000
   Austin, TX 78733                                  secured)

   Mantis Financial              2006 Peterbilt      $114,791
   9433 Bee Caves Rd.            379
   Bldg 2 Ste 201                                     (78,000
   Austin, TX 78733                                  secured)

   GE Capital Corp.              2007 Peterbilt      $112,369
   P.O. Box 142049               379
   Irving, TX 75014                                  ($85,000
                                                     secured)

   GE Capital Corp.              2007 Peterbilt      $112,334
   P.O. Box 142049               379
   Irving, TX 75014                                  ($85,000
                                                     secured)

   BB&T Equipment                2007 Peterbilt      $110,300
   P.O. Box 580155               379
   Charlotte, NC 28258                               ($85,000
                                                     secured)
   Commercial Billing                                 $25,000
   P.O. Box 2201
   Decatur, AL 35609

   Citi Capital                  2006 Peterbilt      $102,887
   P.O. Box 6229                 379
   Carol Stream, IL 60197                            ($78,000
                                                     secured)

   Mericap Credit                2007 Peterbilt      $109,077
   P.O. Box 730547               379
   Dallas, TX 75373                                  ($85,000
                                                     secured)

   BankPlus                      2007 Peterbilt      $108,000
   385A Highland Colony          379
   Suite 110                                         ($85,000
   Ridgeland, MS 39157                               secured)

   U.S. Bancorp Equip.           2006 Peterbilt      $100,582
   13010 SW 68th Pkwy            379
   97223                                             ($78,000
   Portland, OR 97223                                secured)

   TN Commerce Bank              2006 Peterbilt      $100,016
   381 Mallory Station Rd        379
   Suite 207                                         ($78,000
   Franklin, TN 37067                                secured)

   Equilease Financial           2006 Peterbilt       $99,590
   P.O. Box 27961                379
   New York, NY 10087                                ($78,000
                                                     secured)

   Equilease Financial           2006 Peterbilt       $99,585
   P.O. Box 27961                379
   New York, NY 10087                                ($78,000
                                                     secured)

   FCC Equipment Fin.            2007 Petrbilt       $106,345
   P.O. Box 905010               379
   Charlotte, NC 28290                               ($85,000
                                                     secured)

   TCF Equipment Fin.            2007 Peterbilt      $104,548
   11100 Wayzata Blvd            379
   Suite 801                                         ($85,000
   Minnetonka, MN 55305                              secured)

   Plains Capital Leasing        2006 Peterbilt       $97,183
   17304 Preston Rd.             379
   Suite 925                                         ($78,000
   Dallas, TX 75252                                  secured)

   U.S. Bancorp Equip.           2006 Peterbilt       $97,023
   13010 SW 68th Pkwy            379
   97223                                             ($78,000
   Portland, OR 97223                                secured)

   Sunbridge Capital             2007 Peterbilt      $103,281
   P.O. Box 1450                 379
   Minneapolis, MN 55485                             ($85,000
                                                     secured)

   Sunbridge Capital             2007 Peterbilt      $103,269
   P.O. Box 1450                 379
   Minneapolis, MN 55485                             ($85,000
                                                     secured)

Prentiss, Mississippi-based S.L. Cockrell Leasing LLC filed for
chapter 11 bankruptcy on Nov. 2, 2007 (Bankr. S.D. Miss. Case No.
07-51635).  Eileen N. Shaffer, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million to $100 million.


SL COCKRELL: Section 341(a) Meeting Slated for Wednesday
--------------------------------------------------------
The United States Trustee for Region 5 will convene a meeting of
creditors of S.L. Cockrell Leasing LLC at 10:30 a.m., on Dec. 19,
2007, at 341 Meeting Rooom -- Hattiesburg c/o R. Michael Bolen at
100 W. Capitol Street, Suite 706, in Jackson, Mississippi.

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.

Prentiss, Mississippi-based S.L. Cockrell Leasing LLC filed for
chapter 11 bankruptcy on Nov. 2, 2007 (Bankr. S.D. Miss. Case No.
07-51635).  Eileen N. Shaffer, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million to $100 million.


SL COCKRELL: Submits Schedules of Assets and Liabilities
--------------------------------------------------------
S.L. Cockrell Leasing LLC submitted to the U.S. Bankruptcy Court
for the Southern District of Mississippi its schedules of assets
and liabilities, disclosing:

   Name of Schedule                    Assets     Liabilities
   ----------------                  ----------   -----------
   A. Real Property                          $0
   B. Personal Property               7,703,707
   C. Property Claimed                        0
      as Exempt
   D. Creditors Holding                            $7,874,274
      Secured Claims
   E. Creditors Holding                               120,000
      Unsecured Priority
      Claims
   F. Creditors Holding                                25,000
      Unsecured Nonpriority
      Claims
                                     ----------   -----------
      TOTAL                          $7,703,707    $8,019,274

Prentiss, Mississippi-based S.L. Cockrell Leasing LLC filed for
chapter 11 bankruptcy on Nov. 2, 2007 (Bankr. S.D. Miss. Case No.
07-51635).  Eileen N. Shaffer, Esq., represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million to $100 million.


SOFA EXPRESS: Court OKs $2 Million DIP Financing on Interim Basis
-----------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Tennessee has granted, on an interim basis, the request of Sofa
Express Inc. to:

  a) obtain DIP financing of up to $2 million from Wells Fargo
     Retail Finance LLC, as Agent, for itself and the other
     Lenders, subject to a budget.

  b) use of Lenders' cash collateral.

Prior to Dec. 6, 2007, the Debtor secured Revolving Credit Loans
and Letter of Credit facilities from the Pre-Petition Lenders.
As of Dec. 6, 2007, the Debtor was indebted to the Pre-Petition  
Lenders in the amount of $10,347,713 in Revolving Credit Loans and
$710,000 in Letters of Credit, plus interest accrued and accruing,
costs, fees, and professional fees and expenses, and other pre-
petition obligations.

The Pre-Petition obligations are secured by substantially all of
the Debtor's real and personal property including accounts,
inventory, equipment, goods, motor vehicles, fixtures, and other
pre-petition collateral.  In addition, the Pre-Petition Lenders
hold a lien on all amounts on deposit in the Debtor's banking,
checking, and other deposit accounts which constitute the Lenders'
cash collateral within the meaning of Section 363 of the
Bankruptcy Code.

As security for the DIP Credit Facility, the DIP Lenders are
granted valid, binding, enforceable and perfected liens in all
of the Debtor's real and personal property, all proceeds from the
sale, disposition, or assignment of any leasehold interest, and
all other collateral in which the Debtor has any interest both
prior to or subsequent to bankruptcy filing, and the products and
proceeds thereof.

At such time as the conditions precedent to the DIP Credit
Facility have been satisfied (i) the Debtor shall utilize the
proceeds of the first borrowings under the DIP Credit Facility to
repay in full the Pre-Petition Obligations and (ii) all
outstanding letter of credit issued.

The Creditors Committee or any party in interest shall have 120
calendar days from Dec. 13, 2007, to file an objection or commence
an adversary proceeding with respect to the Pre-Petition Agent's
or Pre-petition Lenders' claims or security interest, payments
made to the Pre-Petition Agent or Pre-Petition Lenders, or any
other claims or causes or actions.

The liens to be created and granted to the post-petition lenders
in the collateral shall be senior and superior to any liens of the
Klaussner Secured Parties existing as of bankruptcy filing.

As adequate protection for the diminution arising out of the
Debtor's use, sale or disposition of the Pre-Petition collateral
including Cash Collateral, the DIP Lenders are granted a
replacement lien in substantially all of the Debtor's collateral.

The DIP Lenders are also granted superpriority claim over any and
all administrative expenses, as provided in Section 364(c)(1) of
the Bankruptcy Code.  

The Court will hold a hearing on Jan. 15, 2008, to consider the
request of the Debtor, on a final basis, for DIP Financing of up
to the aggregate principal of $20 million.

Headquartered in Groveport, Ohio, Sofa Express Inc. is a furniture
retailer.  The company filed for Chapter 11 protection on Dec. 6,
2007 (Bankr. M.D. Tenn. Case No. 07-09024).  William L. Nortor
III, Esq., at Boult, Cummings, Conners & Berry PLC, represent the
Debtor.  When the Debtor filed for bankruptcy, it listed estimated
assets of between $10 million to $50 million, and estimated debts
of between $50 million and $100 million.


SOFA EXPRESS: Taps Alston & Bird LLP as Lead Bankruptcy Counsel
---------------------------------------------------------------
Sofa Express Inc. asks the United States Bankruptcy Court for the
Middle District of Tennessee for authority to employ Alston & Bird
LLP as its lead counsel nunc pro tunc to Dec. 6, 2007.

The Debtor selected A&B as its bankruptcy counsel because of the
law firm's knowledege, experience, and qualifications to engage in
bankruptcy practice.

As bankruptcy counsel, A&B will:

  a) assist the Debtor in the preparation of its schedules,
     statements of affairs, and the periodic financial reports
     required by the Bankruptcy Code, the Bankruptcy Rules or any
     order of the Court;

  b) assist the Debtor in consultations, negotiations and all
     other dealings with creditors, equity security holders and
     other parties in interest concerning the administration of
     the case;

  c) prepare pleadings, conduct investigations and make court
     appearances incidental to the administration of the Debtor's
     estate;

  d) advise the Debtor of its rights, duties and obligations under
     the Bankruptcy Code, Bankruptcy Rules, Local Rules and Orders
     of the Court;

  e) assist the Debtor in the development and formulations of a
     plan or other means to maximize value to its estate,
     including the preparation of a plan, disclosure statement and
     any related documents for submission to the Court and to
     the Debtor's creditors, equity holders, and other parties in
     interest;

  f) advise and assist the Debtor with respect to litigation;

  g) render corporate and legal advice and perform all those
     legal services necessary and proper to the functioning of the
     Debtor during the pendency of the case;

  h) take any and all necessary actions in the interest of the
     Debtor and its estate incident to the proper representation
     of the Debtor in the administration of the case.

As compensation for its services, A&B's professionals bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Dennis J. Connolly, Esq.          $625
         Jason W. Watson, Esq.             $495
         Wendy Reiss, Esq.                 $335
         Josh Luber, Esq.                  $230
         Tedra Ellison                     $160

A&B received $221,948.06 in the 90 days preceding bankruptcy
filing, including work rendered in preparation for the Debtor's
bankruptcy filing.  In addition, A&B also received a retainer from
the Debtor for work to be done during the case in the amount of
$259,676.41

Jason M. Watson, Esq., a partner at A&B, assures the Court that
A&B does not hold any interest adverse to the Debtor or the
Debtor's estate and that it is a "disinterested person" as such
term is defined under Sec. 101(14) of the Bankruptcy Code.

Headquartered in Groveport, Ohio, Sofa Express Inc. is a furniture
retailer.  The company filed for Chapter 11 protection on Dec. 6,
2007 (Bankr. M.D. Tenn. Case No. 07-09024).  William L.
Nortor III, Esq., at Boult, Cummings, Conners & Berry PLC,
represent the Debtor as local counsel.  When the Debtor filed for
bankruptcy, it listed estimated assets of between $10 million to
$50 million, and estimated debts of between $50 million and $100
million.


SOFA EXPRESS: Wants to Employ Boult Cummings as Local Counsel
-------------------------------------------------------------
Sofa Express Inc. asks the United States Bankruptcy Court for the
Middle District of Tennessee for authority to employ Boult,
Cummings, Conners & Berry PLC as its local bankruptcy counsel.

The Debtor selected BCCB as its local bankruptcy counsel because
of the law firm's knowledge and experience in bankruptcy law amd
because the firm is well qualified to represent them in the case.

As local bankruptcy counsel, A&B will:

  a) prepare pleadings and applications for filing and conducting
     examinations incidental to any related proceedings or to the
     administration of the case;

  b) advise the Debtor of its rights, duties, and obligations as
     Debtor operating under Chapter 11 of the Bankruptcy Code in
     the District;

  c) Take any and all other necessary action incident to the
     proper preservation and administration of the Debtor's  
     Chapter 11 case; and

  d) advise and assist the Debtor in the liquidation of its
     assets and the ultimate formation and preservation of a plan
     pursuant to Chapter 11 of the Bankruptcy Code, the disclosure
     statement, and any and all matters related thereto.

William L. Norton III, Esq. assures the Court that BCCB does not
hold an interest adverse to the Debtor or the Debtor's estate, and
that it is a "disinterested person" as such is defined under Sec.
101(14) of the Bankruptcy Code.

As compensation for its services, professionals bill:

     Professional                   Hourly Rate
     ------------                   -----------
     William L. Norton, Esq.            $350
     Austin McMullen, Esq.              $250     

     Other Members                  $150 - $450

The Debtor has paid to BCCB a retainer in the amount of $45,675 to
be applied to allowed post-petition fees and expenses.

Headquartered in Groveport, Ohio, Sofa Express Inc. is a furniture
retailer.  The company filed for Chapter 11 protection on Dec. 6,
2007 (Bankr. M.D. Tenn. Case No. 07-09024).  Dennis J. Connolly,
Esq. and Jason W. Watson,Esq. at Alston & Bird LLP represents the
Debtor as lead counsel.  When the Debtor filed for bankruptcy, it
listed estimated assets of between $10 million to $50 million, and
estimated debts of between $50 million and $100 million.


SOLOMON DWEK: Says Remaining in Ch. 11 Violates Anti-Slavery Law
----------------------------------------------------------------
Solomon Dwek invoked the 13th Amendment of the U.S. Constitution
in filing last week with the U.S. Bankruptcy Court for the
District of New Jersey, insisting that he is in a "debtor's
prison", James W. Prado Roberts of the Asbury Park Press reports.

Mr. Dwek, through his counsel Timothy P. Neumann, Esq., elaborates
that remaining in a Chapter 11 position with an inadequate
advisory compensation, and the inability to convert to a Chapter 7
liquidation proceeding, is tantamount to "involuntary servitude",
violating the anti-slavery amendment, relates the Asbury Park
Press.

Mr. Dwek has been in the Chapter 11 reorganization process since
February 2007, where his estates, comprised of approximately 350
properties, have been turned over to Charles A. Stanziale, the
Court-appointed trustee.  Dwek obtained permission from the Court
to serve as an advisor to the trustee on how to sell his
properties, and initially was awarded by the Court a stipend of
$30,000 a month -- drawn from his estates.  The amount was slashed
to $15,000 after ardent objections from creditors.

"I understand that I cannot be forced to work for my creditors and
that to require me to remain in Chapter 11 where my earnings
become property of the bankruptcy estate is involuntary servitude
proscribed by the Thirteenth Amendment of the U.S. Constitution,"
the Asbury Park quotes Mr. Dwek, in the court filing.

Mr. Dwek's stunt has drawn mixed reactions from among his
creditors' lawyers.

"The guy's now a slave within the meaning of the 13th Amendment?
This case keeps on getting nuttier. . . . If you saw this on TV,
you'd change the channel," remarked Dennis T. Kearney, Esq.,
counsel for PNC Bank, a creditor whom Mr. Dwek owes around
$23 million.  However, another lawyer finds Dwek's argument rather
interesting, explaining that it might force creditors to leave
Dwek's advisory compensation requests alone, Asbury Park further
relates.

According to Asbury Park, Washington Mutual Bank, another of Mr.
Dwek's creditors, noted that Dwek's family spent around $28,000 in
three months.  The bank's complaint on his "flagrant spending"
habits prompted Dwek and his counsel to invoke the amendment.

                        About Solomon Dwek

Solomon Dwek is a real estate developer.  Mr. Dwek was accused of
defrauding P.N.C. Bank by depositing a bad $25-million check on
April 24, 2006 and then transferring out most of the money the
next day.

An involuntary chapter 7 petition was filed against Mr. Dwek
on Feb. 9, 2007 with the U.S.  Bankruptcy Court for the
District of New Jersey.  On Feb. 22, 2007, the Court converted
the case to a chapter 11 reorganization under supervision of
a trustee (Bankr. D. N.J. Case No: 07-11757).  Following
conversion, around 62 affiliates filed separate chapter 11
petitions.

Timothy P. Neumann, Esq. at Broege, Neumann, Fischer & Shaver,
L.L.C. and Michael S. Ackerman, Esq., at Zucker, Goldberg &
Ackerman represent the Debtor.  Charles A. Stanziale, Jr. was
appointed chapter 11 trustee.  He is represented by lawyers at
Greenberg Traurig LLP and McElroy, Deutsch, Mulvaney & Carpenter.  
Ben Becker, Esq., at Becker, Meisel LLC represents the Official
Committee of Unsecured Creditors.


SOLSTICE ABS: Moody's Junks Ratings on Four Notes
-------------------------------------------------
Moody's Investors Service has placed these notes issued by
Solstice ABS CBO II LTD. on review for possible downgrade:

Class Description: $66,500,000 Class B Second Priority Senior
Secured Floating Rate Notes due 2038

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

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

Class Description: $22,000,000 Class C Mezzanine Floating Rate
Notes due 2038

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: 5,000 Class 1 Preference shares($5,000,000
aggregate liquidation preference)

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

Class Description: 16,000 Class 2 Preference shares($16,000,000
aggregate liquidation preference)

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

Class Description: $7,500,000 Pass-Through Notes due 2038

  -- Prior Rating: B1
  -- Current Rating: Caa2, 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 structured
finance securities.


SOUTH COAST: Moody's Cuts Rating on Class C Notes to B1
------------------------------------------------------
Moody's Investors Service has placed these notes issued by South
Coast Funding III, Ltd. on review for possible downgrade:

Class Description: $38,000,000 Class A-2 Floating Rate Senior
Notes Due 2038

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

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

Class Description: $12,000,000 Class A-3A Floating Rate Senior
Notes Due 2038

  -- Prior Rating: Aa1
  -- Current Rating: A3, on review for possible downgrade

Class Description: $9,000,000 Class A-3B Fixed Rate Senior Notes
Due 2038

  -- Prior Rating: Aa1
  -- Current Rating: A3, on review for possible downgrade

Class Description: $10,000,000 Class B Floating Rate Senior
Subordinate Notes Due 2038

  -- Prior Rating: A1
  -- Current Rating: Baa3, on review for possible downgrade

Class Description: $28,000,000 Class C Floating Rate Subordinate
Notes Due 2038

  -- Prior Rating: Baa2
  -- Current Rating: B1, 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 structured
finance securities.


STACK 2005-2: Moody's Lowers Rating on $7.5 Mil. Class F Notes
--------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade these notes issued by Stack 2005-2 Ltd.:

Class Description: $50,000,000 Class B Senior Floating Rate Notes
due 2046

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

Class Description: $40,000,000 Class C Senior Floating Rate Notes
due 2046

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

Class Description: $20,000,000 Class D Floating Rate Deferrable
Notes due 2046

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

Class Description: $16,500,000 Class E Floating Rate Deferrable
Notes due 2046

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

Moody's also has downgraded and left on review for downgrade these
notes:

Class Description: $7,500,000 Class F Floating Rate Deferrable
Notes due 2046

  -- Prior Rating: Ba1
  -- Current Rating: Ba3, 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 structured
finance securities.


STEPHEN COEN: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stephen Keanuenu Coen
        Patricia Elizabeth Coen
        3767 Caesars Circle
        Las Vegas, NV 89120

Bankruptcy Case No.: 07-18449

Chapter 11 Petition Date: December 14, 2007

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Timothy S. Cory, Esq.
                  8831 West Sahara Avenue
                  Lakes Business Park
                  Las Vegas, NV 89117

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
E.M.C. Mortgage                primary residence     $919,600
800 State Highway              located at 3767
121 B.Y.P.                     Caesars Circle, Las   
Lewisville, TX 75067           Vegas, NV 89120-291;
                               value of security:
                               $781,324

I.R.S.                                               $838,884
P.O. Box 16436
Philadelphia, PA 19114

County Recorder                                      $198,700
Clark County
Las Vegas, NV 89115

Citi Bank, C.B.S.D.            credit card           $32,590
                               purchases

Bank of America                credit card           $21,862
                               purchases

Compu Credit/Emerge/F.N.B.O.   credit card           $9,886
                               purchases

Discover Card                  credit card           $8,787
                               purchases

Geico Card                     credit card           $400
                               purchases


STRUCTURED ADJUSTABLE: Moody's Lowers Ratings on Six Tranches
-------------------------------------------------------------
Moody's Investors Service has downgraded 6 tranches, upgraded 4
tranches, and has confirmed the rating on 6 tranches from several
deals issued by Structured Adjustable Rate Mortgage Loan Trust in
2004 and 2005.  The transactions consist of primarily first lien,
fixed and adjustable-rate Alt-A quality mortgage loans originated
mostly by Aurora Loan Services, Inc.

The certificates from the 2004-11 deal and the 2005 deals are
being downgraded based on their low credit enhancement levels
relative to the current projected losses on the underlying pools.  
Class B5 from the 2004-11 deal is currently realizing losses and
Class B4 is likely to experience write downs as the deal realizes
further losses.  Overcollateralization amounts in both of the 2005
transactions are currently below their targets and pipeline losses
could put pressure on the subordinate tranches.

The certificates from the 2004 deal are being upgraded based on
the strong performance of the mortgage pool.  The bonds' current
credit enhancement, provided by subordination, is high compared to
the current projected losses on the underlying pool.

Finally, Moody's has confirmed the current ratings on the Class B1
and B2 certificates from the 2004-11 deal and on the Class B1, B2,
B3, and BX certificates from the 2004-15 deal

as credit support is sufficient to support the current ratings on
these certificates.

The complete rating actions are:

Downgrade

Issuer: Structured Adjustable Rate Mortgage Loan Trust

  -- Series 2004-11; Class B3, downgraded from Baa2 to Ba3
  -- Series 2004-11; Class B4, downgraded from Ba2 to Ca
  -- Series 2005-6XS; Class M2, downgraded from A2 to Baa3
  -- Series 2005-6XS; Class M3, downgraded from Baa2 to Caa3
  -- Series 2005-8XS; Class M3, downgraded from Baa1 to Ba3
  -- Series 2005-8XS; Class M4, downgraded from Baa2 to Caa1

Upgrade

Issuer: Structured Adjustable Rate Mortgage Loan Trust

  -- Series 2004-13; Class B1, upgraded from Aa2 to Aa1
  -- Series 2004-13; Class B2, upgraded from A2 to A1
  -- Series 2004-13; Class B3, upgraded from Baa2 to Baa1
  -- Series 2004-13; Class BX, upgraded from Baa2 to Baa1

Confirm

Issuer: Structured Adjustable Rate Mortgage Loan Trust

  -- Series 2004-11; Class B1, confirmed at Aa2
  -- Series 2004-11; Class B2, confirmed at A2
  -- Series 2004-15; Class B1, confirmed at Aa2
  -- Series 2004-15; Class B2, confirmed at A2
  -- Series 2004-15; Class B3, confirmed at Baa2
  -- Series 2004-15; Class BX, confirmed at Baa2


STRUCTURED ASSET: Delinquency Rates Cue Moody's to Cut Ratings
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of twenty
five tranches and has placed under review for possible downgrade
the ratings on five tranches from seven transactions issued by
Structured Asset Mortgage Investments II Trust in 2006 and late
2005.  The collateral backing these classes consists of primarily
first lien, adjustable-rate negative amortizing Alt-A mortgage
loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its analysis Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR7

  -- Cl. B-4 Currently Aa3 on review for possible downgrade,
  -- Cl. B-5, Downgraded to Baa1, previously A3,
  -- Cl. B-6, Downgraded to B3, previously Baa3,

Issuer: Structured Asset Mortgage Investments II Trust 2005-AR8

  -- Cl. B-3 Currently Aa3 on review for possible downgrade,
  -- Cl. B-4, Downgraded to A3, previously A2,
  -- Cl. B-5, Downgraded to Ba2, previously Baa2,

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR1

  -- Cl. B-4, Downgraded to A2, previously A1,
  -- Cl. B-5, Downgraded to Baa1, previously A2,
  -- Cl. B-6, Downgraded to Ba1, previously Baa1,
  -- Cl. B-7, Downgraded to Ba2, previously Baa2,

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR2

  -- Cl. B-3 Currently Aa3 on review for possible downgrade,
  -- Cl. B-4, Downgraded to A3, previously A1,
  -- Cl. B-5, Downgraded to Baa1, previously A2,
  -- Cl. B-6, Downgraded to Ba2, previously Baa2,
  -- Cl. B-7, Downgraded to B3, previously Baa3,

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR3

  -- Cl. III-B-2, Downgraded to A3, previously A2,
  -- Cl. III-B-3, Downgraded to Ba1, previously Baa2,
  -- Cl. I-B-2 Currently Aa1 on review for possible downgrade,
  -- Cl. I-B-3 Currently Aa2 on review for possible downgrade,
  -- Cl. I-B-4, Downgraded to A2, previously A1,
  -- Cl. I-B-5, Downgraded to Baa1, previously A2,
  -- Cl. I-B-6, Downgraded to Ba1, previously Baa2,
  -- Cl. I-B-7, Downgraded to Ba3, previously Baa3,

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR4

  -- Cl. B-7, Downgraded to Baa3, previously Baa2,
  -- Cl. B-8, Downgraded to Ba1, previously Baa3,

Issuer: Structured Asset Mortgage Investments II Trust 2006-AR5

  -- Cl. B-4, Downgraded to A2, previously A1,
  -- Cl. B-5, Downgraded to Baa1, previously A2,
  -- Cl. B-6, Downgraded to Baa3, previously A3,
  -- Cl. B-7, Downgraded to Ba2, previously Baa1,
  -- Cl. B-8, Downgraded to B1, previously Baa2.


SUNCOAST ROOFERS: Get Interim OK to Access BofA's $18.5MM DIP Fund
------------------------------------------------------------------
Suncoast Roofers Supply Inc. obtained interim approval from the
U.S. Bankruptcy Court for the Middle District of Florida to access
the Bank of America, NA's postpetition financing in an aggregate
principal amount of up to $18,500,000, pursuant to a postpetition
loan and security agreement dated Nov. 15, 2007.

The DIP facility bears an interest at the BofA base rate plus 2% -
- the initial interest rate will be 9.5%.

As assurance that the DIP facility will be repaid, the DIP lender
is granted and allowed a superpriority administrative expense
claim in accordance with Section 364(c)(1) of the U.S. Bankruptcy
Code.

                    BofA Prepetition Secured Debt

Prior to the bankruptcy filing, Suncoast Roofers, as borrower, and
BofA, executed that certain loan and security agreement, dated as
of Feb. 13, 2006, providing for revolving loans to be made by the
prepetition lender to Suncoast Roofers in the original principal
amount of up to $44,000,000.

As of the bankruptcy filing, the Debtor was indebted to the
prepetition lender in the approximate aggregate principal amount
of $17,406,891, plus certain unmatured contingent obligations in
the approximate amount of $210,928 relating to an interest rate
swap contract.

As security for payment of the prepetition debt, Suncoast Roofers
granted to the prepetition lender, pursuant to the prepetition
loan agreement and related documents, first priority security
interests in and liens upon substantially all of the Debtor's
personal property.

                   Other liens on the Collateral

Prior to the bankruptcy filing, the Debtor also granted security
interests in and liens upon the prepetition collateral to Banc of
America Leasing & Capital LLC to secure a guaranty by the Debtor
of the obligations due and owing by American Concrete Title Inc.,
a subsidiary of the Debtor.  The BofA Leasing liens are junior in
priority to the BofA prepetition liens.

The Business Capital Division of BofA also serves as the
collateral agent for the prepetition lender, BofA Leasing, and the
Commercial Banking Division of BofA, as a construction lender to
the Debtor's affiliate Tamayo Gregory Reid LLC.  The collateral
agent asserts a lien upon and security title to the Debtor's
condominium located in Pinellas County, Florida, to secure the
prepetition debt, the ACT Obligations and TGR's obligations due
and owing to the real estate lender.  The collateral agent lien is
asserted to be junior only to a first mortgage lien in favor of
The Bank of Tampa, to the extent that the first mortgage lien is
valid, enforceable and unavoidable.

On information and belief, these entities assert liens in specific
equipment in the possession of the Debtor: Newcourt Financial USA
Inc.; Citicorp Leasing Inc.; Volvo Commercial Finance LLC -- The
Americas; The CIT Group/Equipment Financing Inc.; Toyota Motor
Credit Corporation; Wells Fargo Equipment Finance Inc.; and
American Express Business Finance Corporation.

A number of the Debtor's affiliates have guaranteed the payment of
the obligations under the prepetition loan agreement, including:
ACT, Roof Design Centers of America Inc. (successor to Roof Design
Centers of America - Mobile, LLC) and The Client Alliance Plan
LLC.

In addition, William Tamayo, the chief executive officer of the
Debtor, and the prepetition lender are parties to a Limited
Guaranty Agreement dated Sept. 17, 2007, pursuant to which Mr.
Tamayo guaranteed the payment of the obligations under the
preetition loan agreement.

The Court has scheduled a hearing to consider final approval on
the matter on Wednesday, Dec. 19, 2007, at 1:30 p.m.

                       About Suncoast Roofers

Tampa, Florida-headquartered Suncoast Roofers Supply Inc. --
http://www.suncoastrooferssupply.com/-- is a roofing contractor.   
The Debtor filed for chapter 11 bankruptcy on Nov. 14, 2007
(Bankr. M.D. Fla. Case No. 07-11039).  Russell M. Blain, Esq., at
Stichter, Riedel, Blain & Prosser PA represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and liabilities between $1 million and $100 million.


SUNCOAST ROOFERS: Wants Huron Consulting as Financial Advisor
-------------------------------------------------------------
Suncoast Roofers Supply Inc. asks the U.S. Bankruptcy Court for
the Middle District of Florida employ Huron Consulting Services
LLC, dba Huron Consulting Group, as its financial advisor and
consultant.

Pursuant to an engagement letter, Tony C. Howard, a corporate
turnaround professional will serve as the Debtor's chief financial
officer.

Mr. Howard will report to William Tamayo, the Debtor's chief
executive officer, as well as to the Debtor's board of directors.

As the Debtor's CFO, Mr. Howard will be responsible for the
Debtor's accounting and business office functions, including the
preparation of cash flow reports, business models, and periodic
borrowing base calculations.

In addition, Huron Consulting will provide appropriate other
professional to render services to the Debtor, including:

   a. evaluating the Debtor's business and assisting the Debtor
      in the development of a strategy or plan with regard to its
      business;

   b. performing a financial analysis for each development plan;

   c. assisting the Debtor in dealings and negotiations with
      lenders, landlords, lessors, and creditors;

   d. assisting the Debtor in securing debtor-in-possession
      financing, as may be necessary, and meeting the custodial
      and reporting requirements of the lenders;

   e. assisting the Debtor in managing and complying with the
      requirements imposed by the Bankruptcy Code and the Court;

   f. assisting the Debtor in developing and implementing a plan
      of reorganization; and

   g. performing other tasks as may be agreed to by Huron
      Consulting and the Debtor.

The Debtor will pay Mr. Howard at the hourly rate of $380.  The
current hourly rates of other Huron Consulting's professional are:

           Designation                      Rate
           -----------                      ----
           Managing Director                $500
           Director                         $350
           Manager                          $300
           Associate                        $250
           Analyst                          $225

The Debtor believes that neither Huron Consulting nor its
professionals represent any interest adverse to the Debtor or to
the estate.

The firm can be reached at:

       Tony C. Howard
       Huron Consulting Services LLC
       c/o Sandy Edlein
       8350 North Central Expressway, Suite 1150
       Dallas, Texas 75206
       http://www.huronconsultinggroup.com/

Tampa, Florida-headquartered Suncoast Roofers Supply Inc. --
http://www.suncoastrooferssupply.com/-- is a roofing contractor.   
The Debtor filed for chapter 11 bankruptcy on Nov. 14, 2007
(Bankr. M.D. Fla. Case No. 07-11039).  Russell M. Blain, Esq., at
Stichter, Riedel, Blain & Prosser PA represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and liabilities between $1 million and $100 million.


THIERMAN LLC: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Thierman, L.L.C.
        3831 Elmwood Ave
        Louisville, KY 40207

Bankruptcy Case No.: 07-34514

Chapter 11 Petition Date: December 14, 2007

Court: Western District of Kentucky (Louisville)

Judge: David T. Stosberg

Debtor's Counsel: Neil Charles Bordy, Esq.
                  Seiller Waterman, L.L.C.
                  2200 Meidinger Tower
                  462 South 4th Street
                  Louisville, KY 40202

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Jefferson County Sheriffs      $66,619
Office
P.O. Box  70300
Louisville, KY 40270-3000

D.&S., Ltd.                    $26,800
231 East Main Street,
Suite 240
Round Rock, TX 78664

C.S.I./Corporate Security      $7,940
P.O. Box 4058
Hopkinsville, KY 42241

Johnsons Commercial Flooring,  $3,500
Inc.

Hughes M.R.O., Ltd.            $1,800

Henry Schildknecht, Esq.       $966

Wilson & Muir                  $812

Alpat Co.                      $742

Oscars Hardware                $503

A.T.&T.                        $475


THORPE INSULATION: Fergus Approved as Future Rep.'s Counsel
-----------------------------------------------------------
Charles B. Renfrew, proposed futures representative of Pacific
Insulation Company, debtor-affiliate of Thorpe Insulation Company,
obtained authority from the U.S. Bankruptcy Court for the Central
District of California to employ Fergus, A Law Firm, as his
counsel.

As reported in the Troubled Company Reporter on Dec. 5, 2007,
Fergus currently represents Mr. Renfrew in connection with In re
Western Asbestos Cases jointly administered and pending in the
U.S. Bankruptcy Court for the Northern District of California,
Judge Tchaikovsky presiding.  Fergus also represents Mr. Renfrew
in connection with a J.T. Thorpe Settlement Trust established in
In re J.T. Thorpe, Inc. et al.

Mr. Renfrew relates that he may, from time to time, request that
Fergus undertake specific matters beyond the limited scope of the
responsibilities of his proposed counsel.  Hence, Mr. Renfrew
seeks authority to include the matters within the scope of Fergus'
employment.

Fergus' customary hourly rate are $655 per hour for Gary Fergus,
Esq., and range from $200 to $400 for associates and $50 to $165
for paraprofessionals.

Mr. Renfrew assures the Court that Fergus does not hold or
represent an interest adverse to the estate.

The firm can be reached at:

      Gary S. Fergus, Esq.
      Fergus, A Law Firm
      595 Market Street, Suite 2430
      San Francisco, CA 94105
      Tel: (415) 537-9030
      Fax: (415) 537-9038
      http://www.ferguslegal.com/

                     About Thorpe Insulation

Based in Long Beach, California, Thorpe Insulation Company
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.  Pacific is a southwest commercial and industrial
insulation distributor and fabricator with locations in Southern
and Northern California, Arizona, and Nevada.  It provides pipe,
air handling, fire barrier, board and blanket insulation as well
as adhesives, mastics and sealants.  Pacific has never installed
or sold any materials containing asbestos.  It currently has 55
full-time employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.

Caplin & Drysdale, Chartered and Heller Ehrman LLP are co-counsels
to the Official Committee of Unsecured Creditors.  Pacific
Insulation chose Charles B. Renfrew as its futures representative,  
who will represent future asbestos claimants.


THORPE INSULATION: Court OKs Hamilton as Future Rep. Consultant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave authority to Charles B. Renfrew, proposed futures
representative of Pacific Insulation Company, debtor-affiliate of
Thorpe Insulation Company, to employ Hamilton, Rabinovitz &
Associates as his expert consultants.

Mr. Renfew related that he requires the services of an expert who
can provide an opinion with respect to the number and severity of
anticipated future claims based upon the unique history of the
company, its prior claiming history and peer reviewed
epidemiological studies.  Without this advice, Mr. Renfrew said it
is not possible for the futures representative to evaluate whether
any proposed plan of reorganization will provide "reasonable
assurances that the trust will value, and be in a financial
position to pay, present claims and future demands that involve
similar claims in substantially the same manner."

Specifically, Hamilton Rabinovitz is expected to:

   a. provided consultation with respect to estimation of the
      number and value in total and by disease of present and
      future asbestos related claims;

   b. develop financial models of the assets of, administration of
      and payments by a claims resolution trust;

   c. analyze and respond to issues relating to notice procedures
      concerning asbestos related claimants and assisting in the
      development of such notice procedures;

   d. assess proposals made by other parties, including proposals
      from the Debtors and the Committees regarding, inter alia,
      the estimation of claims and or the formulation and cost of
      a claims resolution trust pursuant to Section 524(g) of the
      Bankruptcy Code;

   e. assist the futures representative in negotiations with the
      Debtors and other parties in interest regarding the
      foregoing;

   f. render expert testimony as required by the futures
      representative;

   g. assist the futures representative in the preparation of
      testimony or reports he wishes or is required to make and in
      the evaluation of reports and testimony by other experts and
      consultants;

   h. obtain all previously filed public data regarding
      estimations against other defendants in asbestos related
      proceedings;

   i. analyze and evaluate other ongoing asbestos related
      litigation, including, if necessary, tobacco related
      litigation; and

   j. render other advisory services as may be requested by the
      futures representative from time to time.

Hamilton Rabinovitz will charge at these rates:

      Designation             Hourly Rate
      -----------             -----------
      Senior Partners            $625
      Managing Directors         $550
      Principals                 $400
      Directors                  $350
      Managers                   $325
      Senior Analysts            $250
      Analysts                   $200
      Research Associates        $100

Hamilton Rabinovitz bills mediations, arbitrations, depositions,
Securities and Exchange expert testimony, and trial testimony at
one hour and a half.

The professionals who will primarily render services for the
futures representative are Dr. Francine Rabinovitz whose current
hourly rate is $625, Robert Sims who bills at an hourly rate
of $550, and Paul Honig at $325 per hour.

The futures representative assures the Court that Hamilton
Rabinovit is a disinterested person and does not hold or represent
an interest adverse to the Debtors, their estate, their creditors,
and other parties-in-interest.

The firm can be reached at:

      Francine F. Rabinovitz
      Hamilton, Rabinovitz & Associates
      26384 Carmel Rancho Lane, Suite 202
      Carmel, California 93923
      Tel: (831) 626-1350
      Fax: (831) 622-1351
      http://www.hra-inc.com/

                     About Thorpe Insulation

Based in Long Beach, California, Thorpe Insulation Company
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.  Pacific is a southwest commercial and industrial
insulation distributor and fabricator with locations in Southern
and Northern California, Arizona, and Nevada.  It provides pipe,
air handling, fire barrier, board and blanket insulation as well
as adhesives, mastics and sealants.  Pacific has never installed
or sold any materials containing asbestos.  It currently has 55
full-time employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.

Caplin & Drysdale, Chartered and Heller Ehrman LLP are co-counsels
to the Official Committee of Unsecured Creditors.  Pacific
Insulation chose Charles B. Renfrew as its futures representative,  
who will represent future asbestos claimants.


THORPE INSULATION: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Thorpe Insulation Company filed with the U.S. Bankruptcy Court for
the Central District of California, its schedules of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                         
  B. Personal Property             $6,499,167
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                       
  E. Creditors Holding
     Unsecured Priority
     Claims                                               
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $52,438,167
                                  -----------    -----------
     TOTAL                         $6,499,167    $52,438,167

                     About Thorpe Insulation

Based in Long Beach, California, Thorpe Insulation Company
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.  Pacific is a southwest commercial and industrial
insulation distributor and fabricator with locations in Southern
and Northern California, Arizona, and Nevada.  It provides pipe,
air handling, fire barrier, board and blanket insulation as well
as adhesives, mastics and sealants.  Pacific has never installed
or sold any materials containing asbestos.  It currently has 55
full-time employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.

Caplin & Drysdale, Chartered and Heller Ehrman LLP are co-counsels
to the Official Committee of Unsecured Creditors.


TIAA STRUCTURED: Moody's Cuts Ratings on Two Note Classes to B2
---------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade these notes issued by TIAA Structured Finance
CDO II, Limited.

Class Description: $6,000,000 Class C-1 Floating Rate Term Notes,
Due 2038,

  -- Prior Rating: Baa2
  -- Current Rating: B2, on review for possible downgrade

Class Description: $11,250,000 Class C-2 Fixed Rate Term Notes,
Due 2038,

  -- Prior Rating: Baa2
  -- Current Rating: B2, on review for possible downgrade

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

In addition Moody's also has confirmed the rating on these notes:

Class Description: $21,000,000 Class B Floating Rate Term Notes,
Due 2038

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

The confirmation is the result of significant paydown of the
senior notes in the capital structure.


TREMONIA CDO: Moody's Reviews B3 Rating on Class D Notes
--------------------------------------------------------
Moody's Investors Service has placed these notes issued by
Tremonia CDO 2005-1 PLC on review for possible downgrade:

Class Description: $79,500,000 Class C Tremonia CDO 2005-1 PLC
Floating Rate Notes Due 2045

  -- Prior Rating: A3
  -- Current Rating: A3, on review for possible downgrade

Class Description: $7,500,000 Class D Tremonia CDO 2005-1 PLC
Subordinated Notes Due 2045

  -- Prior Rating: B3
  -- Current Rating: B3, 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 structured
finance securities.


TRINCON CONSTRUCTION: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Trincon Construction Group Inc.
        dba Stucco Concepts
        124 West Main Street, Suite C
        Santa Maria, CA 93458

Bankruptcy Case No.: 07-11941

Type of Business: The Debtor is a construction company.

Chapter 11 Petition Date: December 14, 2007

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Sandra McBeth, Esq.
                  2450 Professional Pkwy., #240
                  Santa Maria, CA 93455
                  Tel: (805) 938-9223
                  Fax: (805) 938-9225
                  http://www.mcbethlegal.com/

Estimated Assets: less than $50,000

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Erick Benham                   debt                  $256,018
124 W. Main Street #C
Santa Maria, CA 93458

Harvcal                        debt                  $179,900
124 W. Main Street, #C
Santa Maria, CA 93458

Groeniger & Co.                debt                  $149,443
1250 W. Betteravia Road
Santa Maria, CA 93458

Maria Vista Estates            debt                  $105,000

Yanez Electric                 debt                   $78,183

Fergusion Enterprises          debt                   $57,176

84 Lumber                      debt                   $46,517

Granite Construction Co.       debt                   $44,333

Superior Framing               debt                   $43,964

McMillen Construction          debt                   $43,521

Bermuda Imports Exports Inc.   debt                   $37,889

Walters Wholesale Electric     debt                   $36,564

Heritage Concrete              debt                   $32,006

Calply Santa Maria             debt                   $30,523

Hayward Lumber                 debt                   $29,392

Burcham Tile                   debt                   $28,549

Pacific West Roofing Supply    debt                   $27,576

Central Drywall Inc.           debt                   $26,071

Petersendean Roofing Systems   debt                   $25,239

Union Asphalt Inc.             debt                   $22,756


TROPICANA ENT: Moody's Junk Ratings on Denied License Renewal
-------------------------------------------------------------
Moody's Investors Service downgraded Tropicana Entertainment LLC's
corporate family rating to Caa1 from B2 reflecting the decision by
the New Jersey Casino Control Commission to deny the company's
gaming license renewal application.  As a consequence of this
decision, Tropicana will likely have to sell its Atlantic City
property (about 46% of restricted group EBITDA).  Unless the
Commission's decision is stayed or reversed, an event of default
will result under the Company's senior credit facilities.  If an
event of default occurs under the senior credit facilities and the
lenders accelerate, it will cause an event of default under the
Company's senior subordinated bond indenture.

Moody's also downgraded Tropicana Las Vegas Resort & Casino, LLC's
corporate family rating to B3 from B2 because if an event occurs
under the senior credit facilities and the lenders accelerate, it
will also cause an event of default under the Trop Las Vegas term
loan.

Moody's used a family recovery rate of 50% for Tropicana, but a
higher family recovery rate of 65% for Trop Las Vegas because in
Moody's view Trop Las Vegas has higher recovery prospects.

The ratings of Tropicana and Trop Las Vegas could be subject to
further downgrade if the Company is unable to obtain appropriate
waivers from its lenders.  Moody's review will focus on the
outcome of the Company's appeal of the Commission decision,
Tropicana's negotiations with its bank lenders to waive potential
defaults, and the likelihood the Company can sell the Atlantic
City property at a price sufficient to offset lost earnings, as
well as management's plan to right size Tropicana's capital
structure.

Moody's also downgraded the Company's speculative grade liquidity
rating to SGL-4 from SGL-3.  Although cash flow and cash on hand
is expected to be sufficient to cover debt service and maintenance
capital requirements over the next few quarters, the company does
not have alternative liquidity to support operations if potential
defaults lead to acceleration of the company's debt.

These ratings/assessments were downgraded and remain on review for
further possible downgrade.

Tropicana Entertainment LLC

  -- Corporate Family Rating to Caa1 from B2
  -- Probability of Default Rating to Caa1 from B2
  -- First lien senior secured revolving credit facility to B2
     from Ba3
  -- First lien senior secured term loan to B2 from Ba3
  -- Senior Subordinate notes to Caa3 from Caa1
  -- Speculative grade liquidity rating to SGL-4 from SGL-3

Tropicana Las Vegas Resort and Casino, LLC

  -- Corporate Family Rating to B3 from B2
  -- Probability of Default Rating to Caa1 from B3
  -- First lien senior secured term loan to B3 from B2

Tropicana Entertainment, headquartered in Kentucky, is a privately
owned gaming company that owns and operates eleven casino
properties, ten of which form the Restricted Group. The properties
are located in Atlantic City, New Jersey, Baton Rouge, Louisiana,
and Vicksburg and Greenville, Mississippi, Laughlin and Lake
Tahoe, Nevada and Evansville, Indiana.


UNISYS CORP: Moody's Confirms B2 Rating with Negative Outlook
-------------------------------------------------------------
Moody's Investors Service has confirmed Unisys' B2 corporate
family rating and assigned a negative rating outlook, concluding a
review for possible downgrade initiated on Aug. 20, 2007 prompted
by the company's slower than anticipated improvement in
profitability and weak liquidity.

On Dec. 12, 2007, Unisys Corporation announced that the company
was calling, at par, all $200 million outstanding of its 7-7/8%
senior notes due April 1, 2008.  The company expects to complete
the redemption on Jan. 11, 2008, at which time the senior note
rating will be withdrawn.  Unisys will finance the redemption
using the proceeds of its previously announced offering of $210
million of 12.5% senior notes due 2016, which was completed on
Dec. 11, 2007 and rated B2 by Moody's on
Dec. 4, 2007.

The negative outlook reflects the company's challenges to address
growing offshore competition without incurring further large cash
restructuring costs, given its relatively modest offshore
workforce, limited financial resources, and declining revenues.

The B2 corporate family rating is constrained by the company's
modest size relative to much larger competitors with greater
financial resources, high financial leverage as measured by low
free cash flow to debt, and a trend of increasing offshore
competition within the commercial I/T services sector, which
exposes Unisys to further cash restructuring costs.  The rating is
supported by the company's geographic business diversity, which
mitigates its exposure to a business downturn within the U.S.
financial institutions sector.  Moody's also upgraded the
company's speculative grade liquidity rating to SGL-3 from SGL-4
to reflect the successful refinancing of the 2008 senior notes,
sizable cash balance and sufficient cushion under bank covenants.

The ratings could be downgraded over the near to intermediate term
should prospects for the company to improve profits and cash flow
generation through its restructuring efforts remain muted.  The
ratings could also decline should the company announce further
material charges from write downs or restructurings (other than
nearly $400 million of restructuring charges announced through
December 2007).  The rating outlook could stabilize if the company
demonstrates moderate and sustainable revenue growth and solid
improvements in consolidated operating margins and free cash flow.  
Given the negative rating outlook, an upgrade of the ratings is
unlikely at the present time.

These ratings were confirmed:

  -- Corporate Family Rating - B2

  -- Probability Default Rating - B2

  -- $200 million 7.875% senior unsecured notes due 2008 -- B2,
     LGD 3, 45%

  -- $300 million 6.875% senior unsecured notes due 2010 -- B2,
     LGD 3, 45%

  -- $400 million 8% senior unsecured notes due 2012 -- B2, LGD
     3, 45%

  -- $150 million 8.5% senior unsecured notes due 2015 -- B2,
     LGD 3, 45%

  -- $210 million 12.5% senior unsecured notes due 2016 -- B2,
     LGD 3, 45%

Headquartered in Blue Bell, Pennsylvania, Unisys Corporation
provides I/T services and technology hardware to commercial and
governmental clients worldwide.


VERASUN ENERGY: S&P Affirms B+ Ratings with Stable Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on VeraSun Energy Corp. and its 'B+' senior secured
rating on the company's $210 million notes maturing in 2012.  At
the same time, S&P assigned a '3' recovery rating to the senior
secured notes, indicating expectations of meaningful recovery
(50%-70%) in the event of default.  The outlook is stable.

With the acquisition of ASAlliances Biofuels that closed in
fourth-quarter 2007 and the announced acquisition of U.S.
Bioenergy for first-quarter 2008, VeraSun will have existing and
planned ethanol production capacity of 1.75 billion gallons per
year, or 1.64 billion gpy by the end of 2008, which would make it
the largest ethanol producer in the U.S.  As of fourth-quarter
2007, 870 million gallons of annual capacity (slightly less than
50%) is operational.

VeraSun is entering a critical year at the corporate and industry
level.  The company's ability to service debt and be in a position
to refinance the corporate bonds depends on successful completion
of the Welcome, Minn. and Hartley, Iowa facilities, as well as the
eventual completion of the Reynolds
facility.

"In addition, any acquired assets must begin operation and pay
down project-level debt before cash flows are fully realized at
the parent company," said Standard & Poor's credit analyst Justin
Martin.

The corporate credit rating may consequently be affected if
construction difficulties occur.  Similarly, the rating could face
downward pressure if the VEETC is renewed on less favorable terms
or not at all.  Conversely, an increase in mandated production
volumes could enhance VeraSun's rating if such a mandate results
in a more rapid amortization of project debt and subsequently
higher cash flows to the parent.


VLP INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: VLP Investments, LLC
        dba Water Street Executive Suites
        203 South Water Street
        Henderson, NV 89015

Bankruptcy Case No.: 07-18448

Type of Business: The Debtor engages in direct retail sales.

Chapter 11 Petition Date: December 14, 2007

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Matthew L. Johnson, Esq.
                  Matthew L. Johnson & Associates, P.C.
                  8831 W. Sahara Ave.
                  Las Vegas, NV 89117
                  Tel: (702) 471-0065
                  Fax: (702) 471-0075
                  http://www.mjohnsonlaw.com/

Total Assets: $4,582,000

Total Debts:  $3,821,075

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Great American Leasing         surveillance          $36,000
8742 Innovation Way            equipment
Chicago, IL 60682-0087

Clark County Treasurer         real property taxes   $21,003
c/o Bankruptcy Clerk
500 S. Grand Central Parkway
Las Vegas, NV 89155-1220

Clark County Credit Union      business loan         $14,850
P.O. Box 36490
Las Vegas, NV 89133-6490

Marco's Pizzeria & Pasta       fees                  $14,000

Nevada Federal Credit          purchases              $9,500

Wells Fargo Visa               miscellaneous          $7,700

Dell Financial Services        computer leases        $6,000
Payment Processing Center

Nevada Power                   electric               $5,211

Telepacific Communications     telephone service      $4,418

Reade & Associates             legal services         $3,243

Agape Telecommunications       maintenance            $1,657

Capital One-Visa               miscellaneous          $1,944

Sun City Electric              electrical repair      $1,475

Republic Services              services               $1,143

Office Plus                    office supplies          $885

R.H. Donnelly/DEX              advertising              $878

Clark County Treasurer         property taxes           $732

Charles McAfee                 air purifier             $693

Thyssenkrupp Elevator Corp.    maintenance              $618

Southwest Gas                  gas                      $437


WALKERVILLE BREWING: Continues as a Going Concern Amid Bankruptcy
-----------------------------------------------------------------
Walkerville Brewing Company was put into bankruptcy by its owners
but intends to continue beer production, Dave Hall of The Windsor
Star reports, citing company president, Karen Behune.

Ms. Behune said she is confident that the brewery can reorganize
under new owners based on various refinancing offers the company
has received, Windsor Star relates.

The company will have to continue making its "award-winning beer"
as it looks for potential buyers, according to trustee Stephen
Funtig, Windsor says.  Mr. Funtig stressed that the potential of
attracting buyers is greater when the company continues as a going
concern, Windsor notes.

Ms. Behune had been actively woeing investors and had sought help
from Great Lakes Angels, a matchmaker for business owners and
investors, in order to get additional capital to fund the
company's long-term operations, Windsor adds.

Walkerville Brewing Company -- http://www.walkervillebrew.com/--  
is known across North America for the exceptional quality of its
beer.  Walkerville was home to one of the oldest and largest
brewing operations in Ontario, Canada.  During the Second World
War, the brewery, which was then owned by Canadian Breweries Ltd.,
closed in 1956.  In 1998 Karen Behune and her husband Michael
Plunkett obtained the rights to reuse the name Walkerville Brewing
Company and the company was reborn.

In 2006, the brewery was one of only five Canadian winners at the
World Beer Cup, winning a bronze medal for its Walkerville Lager.  
In early December, the company won gold for its Premium Blonde at
the 2007 Canadian Brewing Awards.  It was named Canadian brewery
of the year in 2004, which it has won since it opened in a former
Canadian Club blending house on Argyle Road.


WAMU HOME: Fitch Junks Ratings on Classes M-7 to M-9 Certificates
-----------------------------------------------------------------
Fitch Ratings has taken these rating actions on WaMu Home Equity
asset-backed certificates.  Affirmations total
$619.1 million and downgrades total $818.9 million.  In addition,
$515.9 million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

Series 2007-HE2

  -- $458.7 million class I-A downgraded to 'A' from 'AAA' (BL:
     30.39, LCR: 1.54)

  -- $294.4 million class II-A1 affirmed at 'AAA' (BL: 51.69,
     LCR: 2.63)

  -- $125.3 million class II-A2 rated 'AAA', placed on Rating
     Watch Negative (BL: 37.86, LCR: 1.92);

  -- $199.4 million class II-A3 rated 'AAA', placed on Rating
     Watch Negative (BL: 33.72, LCR: 1.71);

  -- $117.9 million class II-A4 downgraded to 'A' from 'AAA'
     (BL: 30.26, LCR: 1.54)

  -- $50.9 million class M-1 downgraded to 'BBB+' from 'AA+',
     placed on Rating Watch Negative (BL: 26.80, LCR: 1.36)

  -- $44.6 million class M-2 downgraded to 'BBB' from 'AA',
     placed on Rating Watch Negative (BL: 23.68, LCR: 1.2)

  -- $27 million class M-3 downgraded to 'BBB-' from 'AA-',
     placed on Rating Watch Negative (BL: 21.66, LCR: 1.1)

  -- $23.9 million class M-4 downgraded to 'BB' from 'A+',
     placed on Rating Watch Negative (BL: 19.80, LCR: 1.01)

  -- $23.1 million class M-5 downgraded to 'B' from 'A', placed
     on Rating Watch Negative (BL: 17.91, LCR: 0.91)

  -- $21.5 million class M-6 downgraded to 'B' from 'A-',
     placed on Rating Watch Negative (BL: 16.15, LCR: 0.82)

  -- $20.7 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 14.55, LCR: 0.74)

  -- $12.7 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 13.62, LCR: 0.69)

  -- $17.5 million class M-9 downgraded to 'CCC' from 'BBB-'
     (BL: 12.60, LCR: 0.64)

Deal Summary

  -- Originators: (100% Long Beach);
  -- 60+ day Delinquency: 14.79%;
  -- Realized Losses to date (% of Original Balance): 0.51%;
  -- Expected Remaining Losses (% of Current Balance): 19.68%;
  -- Cumulative Expected Losses (% of Original Balance):
     18.97%.

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


WAMU MORTGAGE: 73 Tranches' Ratings Downgraded by Moody's
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of seventy
three tranches and has placed under review for possible downgrade
the ratings on twenty five tranches from thirteen transactions
issued by WaMu Mortgage Pass-Through Certificates in 2006 and late
2005.  Eight downgraded tranches remain on review for possible
downgrade.  The collateral backing these classes consists of
primarily first lien, adjustable-rate negative amortizing Alt-A
mortgage loans.

The ratings were downgraded and placed under review for downgrade
based on higher than anticipated rates of delinquency,
foreclosure, and REO in the underlying collateral relative to
credit enhancement levels.  In its analysis Moody's has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR17

  -- Cl. B-13, Downgraded to B3, previously B2,

Issuer: WaMu Mortgage Pass-Through Certificates, Series 2006-AR19

  -- Cl. B-10, Downgraded to Baa3, previously Baa1,
  -- Cl. B-11, Downgraded to Ba2, previously Baa3,
  -- Cl. B-12, Downgraded to B2, previously Ba2,
  -- Cl. B-13, Downgraded to B3 on review for possible further
     downgrade, previously B2,

Issuer:WaMu Mortgage Pass-Through Certificates, Series 2006-AR5

  -- Cl. B-12, Downgraded to Ba3, previously Ba2,

Issuer:WaMu Mortgage Pass-Through Certificates, WMALT Series 2005-
AR1 Trust

  -- Cl. B-3, Downgraded to Ba1, previously Baa2,

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR1 Trust

  -- Cl. B-2, Downgraded to A3, previously A2,
  -- Cl. B-3, Downgraded to Ba2, previously Baa2,
  -- Cl. B-4, Downgraded to Caa1, previously Ba2,

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR2 Trust

  -- Cl. B-3 Currently Aa3 on review for possible downgrade,
  -- Cl. B-4, Downgraded to A3, previously A1,
  -- Cl. B-5, Downgraded to Baa2, previously A2,
  -- Cl. B-6, Downgraded to Baa3, previously A3,
  -- Cl. B-7, Downgraded to B1, previously Baa1,
  -- Cl. B-8, Downgraded to B2, previously Baa2,
  -- Cl. B-9, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,
  -- Cl. B-10, Downgraded to Caa1, previously Ba1,
  -- Cl. B-11, Downgraded to Caa3, previously Ba2,
  -- Cl. B-12, Downgraded to Ca, previously Ba3,

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR3 Trust

  -- Cl. B-3 Currently Aa3 on review for possible downgrade,
  -- Cl. B-4, Downgraded to A2, previously A1,
  -- Cl. B-5, Downgraded to Baa1, previously A2,
  -- Cl. B-6, Downgraded to Baa3, previously A3,
  -- Cl. B-7, Downgraded to Ba2, previously Baa1,
  -- Cl. B-8, Downgraded to B1, previously Baa2,
  -- Cl. B-9, Downgraded to B2, previously Baa3,
  -- Cl. B-10, Downgraded to B3 on review for possible further
     downgrade, previously Ba1,
  -- Cl. B-11, Downgraded to Caa1, previously Ba2,
  -- Cl. B-12, Downgraded to Caa3, previously Ba3,

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR4 Trust

  -- Cl. B-2 Currently Aa2 on review for possible downgrade,
  -- Cl. B-3 Currently Aa3 on review for possible downgrade,
  -- Cl. B-4, Downgraded to A3, previously A1,
  -- Cl. B-5, Downgraded to Baa3, previously A2,
  -- Cl. B-6, Downgraded to Ba1, previously A3,
  -- Cl. B-7, Downgraded to B1, previously Baa1,
  -- Cl. B-8, Downgraded to B2, previously Baa2,
  -- Cl. B-9, Downgraded to B3 on review for possible further
     downgrade, previously Baa2,
  -- Cl. B-10, Downgraded to Caa1, previously Ba1,
  -- Cl. B-11, Downgraded to Caa3, previously Ba2,
  -- Cl. B-12, Downgraded to Ca, previously Ba3,

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR5 Trust

  -- Cl. L-B-3 Currently Aa3 on review for possible downgrade,
  -- Cl. L-B-4, Downgraded to A3, previously A1,
  -- Cl. L-B-5, Downgraded to Baa2, previously A2,
  -- Cl. L-B-6, Downgraded to Baa3, previously A3,
  -- Cl. L-B-7, Downgraded to Ba1, previously A3,
  -- Cl. L-B-8, Downgraded to B1, previously Baa1,
  -- Cl. L-B-9, Downgraded to B2, previously Baa2,
  -- Cl. L-B-10, Downgraded to B3 on review for possible
     further downgrade, previously Baa3,
  -- Cl. L-B-11, Downgraded to Caa1, previously Ba2,
  -- Cl. L-B-12, Downgraded to Caa3, previously Ba3,
  -- Cl. 5A-1B Currently Aaa on review for possible downgrade,

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR6 Trust

  -- Cl. B-3 Currently Aa1 on review for possible downgrade,
  -- Cl. B-4 Currently Aa2 on review for possible downgrade,
  -- Cl. B-5 Currently Aa3 on review for possible downgrade,
  -- Cl. B-6, Downgraded to A3, previously A1,
  -- Cl. B-7, Downgraded to Baa1, previously A1,
  -- Cl. B-8, Downgraded to Baa2, previously A2,
  -- Cl. B-9, Downgraded to Ba1, previously A3,
  -- Cl. B-10, Downgraded to B2, previously Baa2,
  -- Cl. B-11, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,
  -- Cl. B-12, Downgraded to Caa1, previously Ba2,

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR7 Trust

  -- Cl. B-2 Currently Aa1 on review for possible downgrade,
  -- Cl. B-3 Currently Aa1 on review for possible downgrade,
  -- Cl. B-4 Currently Aa2 on review for possible downgrade,
  -- Cl. B-5 Currently Aa2 on review for possible downgrade,
  -- Cl. B-6, Downgraded to Baa1, previously A1,
  -- Cl. B-7, Downgraded to Baa2, previously A1,
  -- Cl. B-8, Downgraded to Ba1, previously A2,
  -- Cl. B-9, Downgraded to Ba3, previously A3,
  -- Cl. B-10, Downgraded to B3 on review for possible further
     downgrade, previously Baa2,
  -- Cl. B-11, Downgraded to Caa1, previously Baa3,
  -- Cl. B-12, Downgraded to Caa3, previously Ba2,

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR8

  -- Cl. L-B-2 Currently Aa1 on review for possible downgrade,
  -- Cl. L-B-3 Currently Aa1 on review for possible downgrade,
  -- Cl. L-B-4 Currently Aa1 on review for possible downgrade,
  -- Cl. L-B-5 Currently Aa2 on review for possible downgrade,
  -- Cl. L-B-6 Currently Aa2 on review for possible downgrade,
  -- Cl. L-B-7 Currently Aa3 on review for possible downgrade,
  -- Cl. L-B-8, Downgraded to Baa3, previously A1,
  -- Cl. L-B-9, Downgraded to Ba3, previously A2,
  -- Cl. L-B-10, Downgraded to B2, previously Baa1,
  -- Cl. L-B-11, Downgraded to B3 on review for possible
     further downgrade, previously Baa2,
  -- Cl. L-B-12, Downgraded to Caa1, previously Ba1,
  -- Cl. 3-B-1 Currently Aa1 on review for possible downgrade,
  -- Cl. 3-B-2, Downgraded to B2, previously A1,
  -- Cl. 3-B-3, Downgraded to Caa3, previously Baa2,

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
2006-AR9 Trust

  -- Cl. B-2 Currently Aa1 on review for possible downgrade,
  -- Cl. B-3 Currently Aa1 on review for possible downgrade,
  -- Cl. B-4 Currently Aa1 on review for possible downgrade,
  -- Cl. B-5 Currently Aa2 on review for possible downgrade,
  -- Cl. B-6 Currently Aa3 on review for possible downgrade,
  -- Cl. B-7, Downgraded to Baa1, previously A1,
  -- Cl. B-8, Downgraded to Baa3, previously A2,
  -- Cl. B-9, Downgraded to Ba2, previously A3,
  -- Cl. B-10, Downgraded to B3, previously Baa1,
  -- Cl. B-11, Downgraded to Caa1, previously Baa3,
  -- Cl. B-12, Downgraded to Caa3, previously Ba1.


WASHINGTON MUTUAL: Fitch Junks Ratings on Classes B-4 & B-5 Certs.
------------------------------------------------------------------
Fitch Ratings has taken these rating actions on Washington
Mutual's Alt-A series 2006-3 residential mortgage pass-through
certificates:

  -- Class A affirmed at 'AAA';
  -- Class B-1 rated 'AA', placed on Rating Watch Negative;
  -- Class B-2 downgraded to 'BBB' from 'A' and placed on
     Rating Watch Negative;
  -- Class B-3 downgraded to 'BB' from 'BBB' and placed on
     Rating Watch Negative;
  -- Class B-4 downgraded to 'C/DR4' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B' and removed from
     Rating Watch Negative.

The collateral of the above transaction primarily consists of 15-
year and 30-year fixed-rate mortgage loans extended to Alt-A
borrowers and secured by first liens on single-family residential
properties.  As of the December 2007 remittance date, the above
transaction has a pool factor of 77% and is seasoned 20 months.

The affirmations, affecting approximately $384.6 million in
outstanding certificates, reflect adequate levels of credit
enhancement relative to expected losses.

The downgrades, affecting approximately $16.5 million, and the
classes placed on Rating Watch Negative, affecting approximately
$24.7 million, are the result of deterioration in the relationship
between CE and expected losses.  The affected bonds have serious
delinquencies (loans delinquent more than 90 days, inclusive of
loans in foreclosure, bankruptcy, and real estate owned) of
approximately 5%.


WEEKS STREET: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Weeks Street LLC
             593 Morse Streeet
             San Jose, CA 95126

Bankruptcy Case No.: 07-54183

Chapter 11 Petition Date: December 13, 2007

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Stanley A. Zlotoff, Esq.
                  Law Offices of Stanley A. Zlotoff
                  300 S. 1st St. #215
                  San Jose, CA 95113
                  Tel: (408) 287-1313
                  Fax: (408) 287-7645

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Franchise Tax Board            income taxes          $400,000
Special Procedures
P.O. Box 2952
Sacramento, CA 95812-2952
Tel: (408) 286-5100                                            

Mezzetti Financial Services    pending lawsuit       $400,000
Inc.
c/o Hogan Homes & Usoz LLP
333 West Santa Clara Street,
Suite 800
San Jose, CA 95113
Tel: (408) 292-7600


Samuel E. Goldstein &          legal services        $109,009
Associates
1777 Botelho Drive, Suite 345
Walnut Creek, CA 94596-5084
Tel: (925) 906-4700

Elizabeth Sanborn              contract              $55,847

One Two Six Design             contract              $26,522

Hoge, Fenton, Jones & Appel    legal fees            $20,671
Inc.

PG&E                           non-energy            $21,313
                               collection

First Insurance Funding                              $20,565
Corp.

Ron Benoit Associates          landscaping design    $19,952

EDI Architecture Inc.                                $19,448

Hamid Pouya                    contract              $13,507

Internal Revenue Service       income taxes          $10,000

Lindsay Alan Davidson                                $9,217
Architect  

Silvie Quach                   rent                  $9,198

Kipperman & Johns              legal services        $8,906

Barry & Associates             legal services        $8,830

Peoples Associates             structural engineers  $5,435

Franchise Tax Board            income taxes          $4,000

Sierra Lumber & Fence                                $1,765

San Jose Blueprint                                   $1,508


WELLS FARGO: Fitch Junks Ratings on $7.4 Mil. Certificates Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Wells Fargo Home Equity
asset-backed certificates 2007-2.  Affirmations total $318.9
million and downgrades total $85.2 million.  In addition,
$35.7 million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

Wells Fargo, series 2007-2

  -- $199.6 million class A-1 affirmed at 'AAA' (BL: 55.57,
     LCR: 3.39);

  -- $22.9 million class A-2 affirmed at 'AAA' (BL: 50.69, LCR:
     3.09);

  -- $96.4 million class A-3 affirmed at 'AAA' (BL: 39.06, LCR:
     2.38);

  -- $28 million class A-4 rated 'AAA', is placed on Rating
     Watch Negative (BL: 33.53, LCR: 2.04);

  -- $24.8 million class M-1 downgraded to 'A+' from 'AA+' (BL:
     27.78, LCR: 1.69);

  -- $13.7 million class M-2 downgraded to 'A-' from 'AA' (BL:
     24.47, LCR: 1.49);

  -- $7.9 million class M-3 downgraded to 'BBB+' from 'AA-'
     (BL: 22.43, LCR: 1.37);

  -- $7.4 million class M-4 downgraded to 'BBB' from 'A+' (BL:
     20.31, LCR: 1.24);

  -- $7.2 million class M-5 downgraded to 'BBB-' from 'A' (BL:
     18.20, LCR: 1.11);

  -- $4.9 million class M-6 downgraded to 'BB' from 'A-' (BL:
     16.65, LCR: 1.01);

  -- $4.2 million class M-7 downgraded to 'B' from 'BBB+' (BL:
     15.25, LCR: 0.93);

  -- $4.2 million class M-8 downgraded to 'B' from 'BBB', and
     placed on Rating Watch Negative (BL: 13.90, LCR: 0.85);

  -- $3.5 million class M-9 downgraded to 'B' from 'BBB-' and
     placed on Rating Watch Negative (BL: 12.77, LCR: 0.78);

  -- $3.5 million class B-1 downgraded to 'CCC' from 'BB+';

  -- $3.9 million class B-2 downgraded to 'CCC' from 'BB'.

Deal Summary

  -- Originators: (100% Wells Fargo);
  -- 60+ day Delinquency: 10.03%;
  -- Realized Losses to date (% of Original Balance): 0.05%;
  -- Expected Remaining Losses (% of Current Balance): 16.42%;
  -- Cumulative Expected Losses (% of Original Balance):
     15.63%.

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


WOLF HOLLOW: Moody's Reviews Ratings for Possible Downgrade
-----------------------------------------------------------
Moody's Investors Service placed the B1 first lien senior secured
rating and the B2 second lien senior secured rating of Wolf Hollow
I L.P. under review for possible downgrade.

The review for downgrade reflects the project's poor financial
performance caused by higher than expected forced outage levels
over the last 18 month period.  In view of a series of forced
outage incidences, the project has incurred higher O&M and capital
costs.  The project also has been required to buy expensive power
in the spot market to satisfy obligations under its PPA with J.
Aron & Company.  These factors have contributed to the project
demonstrating negative levels of funds from operations over the
last 18 months.  However, the project has been able to meet its
minimum 1.20x DSCR and maximum 9.25x debt to cash flow ratio
tests, given the inclusion of releases from the pre-funded
operating reserve and the major maintenance reserve in the
calculation of cash available for debt service until the end of
2007 as permitted under its credit agreement.

The review for downgrade also considers the lack of a meaningful
level of de-levering of the term loans achieved to date given that
the project has not been generating excess cash flow as initially
projected.  To date, the project has repaid only about $7.7
million of the first lien Term Loan B, representing approximately
6% of the original first lien term debt balance (3% consolidated
term debt). However, Moody's anticipated about a 12% reduction of
the first lien term loan by the end of the 3rd quarter 2007.  The
slow pace of debt reduction will make it significantly more
difficult for the project to achieve its base case debt reduction
targets, increasing the level of refinancing risk.

The rating action also reflects Moody's concern that the project
may not be able to meet its financial covenants in 2008 should
operating problems persist.  Moody's will evaluate the sponsor's
plan to avoid a potential violation of its financial covenants
beginning in the first quarter 2008, when the credit documents
will not allow the project to include releases from the operating
and major maintenance reserves in the calculation of its financial
covenants.

Wolf Hollow is a 730 MW natural gas-fired combined-cycle power
generation facility located in the Electric Reliability Council of
Texas North control area, approximately 30 miles southwest of Fort
Worth, Texas.


* Amendments to Insolvency, CCAA, and Wage Acts Get Royal Assent
----------------------------------------------------------------
The Honorable Jean-Pierre Blackburn, Minister of Labor and
Minister of the Economic Development Agency of Canada for the
Regions of Quebec, said that Bill C-12 - An Act to amend the
Bankruptcy and Insolvency Act, the Companies' Creditors
Arrangement Act, the Wage Earner Protection Program Act and
Chapter 47 of the Statutes of Canada, 2005 has received Royal
Assent.

The amendments in Bill C-12 were necessary to correct a number of
technical deficiencies that were present in the insolvency reform
legislation as passed two years ago.  The insolvency reform
legislation had also included the creation of the Wage Earner
Protection Program, which protects workers when employers become
bankrupt or are subject to a receivership.  It provides for the
payment of unpaid wages and earned vacation pay of up to an amount
equaling four weeks' maximum insurable earnings under the
Employment Insurance Act (or approximately $3,000 at this time).

"Canadian workers will finally be protected when their employers
declare bankruptcy.  They will get paid what's owed to them in a
timely manner, and that is a protection they deserve," said
Minister Blackburn.

The Honorable Jim Prentice, Minister of Industry, also added that
"it is essential that Canada's insolvency legislation remain
flexible and responsive to the needs of an ever changing
marketplace."

On Nov. 25, 2005, an act to establish the Wage Earner Protection
Program Act, to amend the Bankruptcy and Insolvency Act and the
Companies' Creditors Arrangement Act and to make consequential
amendments to other Acts received Royal Assent and became Chapter
47 of the Statutes of Canada, 2005.

Chapter 47 represents a comprehensive reform of Canada's
insolvency system designed to ensure that it better responds to
the needs of business, consumers and investors.  It was understood
prior to Royal Assent that the legislation would be subject to
further review to resolve some technical issues before coming into
force.  Bill C-12 contains amendments to Chapter 47 to address
these issues.

Other provisions that improve the bankruptcy and insolvency
reforms are related to the powers of receivers, personal
liabilities of insolvency professionals, transfer at undervalue
provisions and student loans.  Technical amendments that fine-tune
and improve the WEPP Act to ensure that it will function well also
include provisions to enhance the fairness of the conditions of
eligibility, support to trustees and receivers, and other
administrative matters.

Information on the Bankruptcy and Insolvency Act and the
Companies' Creditors Arrangement Act is available online at
http://www.strategis.ic.gc.ca/

Information on the Wage Earner Protection Program may be found on
this Web site: http://www.Labour.gc.ca/

For inquiries concerning the Wage Earner Protection Program,
contanct:

          Michael Winterburn
          Director of Communications and Parliamentary Affairs
          Office of the Minister of Labour and Minister of the
          Economic Development
          Agency of Canada for the Regions of Quebec
          Tel: (8190 953-5646

For inquiries concerning provisions of the bankruptcy and
insolvency legislation, contact:

          Media Relations
          Industry Canada
          Tel: (613) 943-2502


* Thacher Proffitt Promotes Robert A. Klausner to Partner
---------------------------------------------------------
Thacher Proffitt & Wood LLP has admitted Robert A. Klausner to the
partnership in the real estate practice group, resident in the
Summit, New Jersey office, effective Jan. 1, 2008.

Previously a counsel at the firm, Mr. Klausner specializes in
leasing, acquisitions and dispositions, joint venture
structuring, financing, and build-to-suit, spec and urban
development.

"We congratulate Bob on his promotion," Paul D. Tvetenstrand,
chairman and managing partner of the firm, said.  "He has had a
successful practice at Thacher Proffitt and we look forward to its
growth in the coming years."

Throughout his legal career, Mr. Klausner has represented clients
in:

   -- leasing over ten million square feet of office,
      industrial and retail space;

   -- purchasing or selling more than $4 billion of office,
      industrial and retail properties; and

   -- borrowing or lending over $2 billion.
    
"Bob's clients constitute a 'who's who' among New Jersey's
property owners and developers," Donald F. Simone, chair of the
real estate practice group added.  "His promotion is a testament
to the diverse experience he brings to both routine and complex
matters."

Mr. Klausner received his LLM from New York University School of
Law in 1986, his JD from George Washington University Law School
in 1985 and his BA from Emory University in 1982.  He is admitted
to the New Jersey and New York Bar.

Mr. Klausner is a member of several organizations, including the
American Bar Association, New Jersey State Bar Association, New
York State Bar Association, the National Association of Office and
Industrial Properties and the Community Action Committee (co-
chairman).

Mr. Klausner began his career as an associate of the law firm of
Shearman & Sterling.  He moved to New Jersey, became a partner in
the real estate department of the law firm of Drinker Biddle &
Reath and represented many leading real estate developers and
investors.

In 2000, Mr. Klausner transitioned to the business side of real
estate and spent 4 years acquiring and developing properties in
urban areas and identifying investment opportunities.

Mr. Klausner joined Thacher Proffitt as counsel in 2005.

                About Thacher Proffitt & Wood LLP
    
A 158-year-old law firm that focuses on the capital markets and
financial services industries, Thacher Proffitt & Wood LLP --
http://www.tpw.com/-- advises clients in a corporate and  
financial institutions law, securities, structured finance,
international trade matters, investment funds, swaps and
derivatives, cross-border transactions, real estate, commercial
lending, insurance, admiralty and ship finance, litigation and
dispute resolution, technology and intellectual property,
executive compensation and employee benefits, taxation, trusts and
estates, bankruptcy, reorganizations and restructurings. The firm
has over 350 lawyers with five offices located in
New York City, Washington, DC, White Plains, New York, Summit, New
Jersey and Mexico City, Mexico.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (37)         151       (7)  
Alaska Comm Sys         ALSK        (28)         557       24
Apex Silver Mine        SIL        (281)       1,366     (167)
Bare Escentuals         BARE       (132)         214       76
Bearingpoint Inc        BE         (365)       2,021       384
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Holdings I        CCK         (65)       6,949      440
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Deltek Inc              PROJ       (144)         148      (12)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Entropic Communications ENTR        (33)         177       29
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
ICO Global C-New        ICOG       (103)         600      116
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (636)       1,334      827
Lodgenet Entertn        LNET        (18)         709       18
McMoran Exploration     MMR        (100)       1,807     (223)
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navistar Intl           NAVZ     (1,699)      10,786      164
Nexstar Broadcasting    NXST        (87)         708      (20)
NPS Pharm Inc           NPSP       (210)         361     (119)
ON Semiconductor        ONNN        (35)       1,526      395
Points International    PTS          (6)          42        5
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sally Beauty Hol        SBH        (761)       1,405      354
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (107)         759      (41)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (36)       4,572     (687)
Weight Watchers         WTW        (945)       1,037     (134)
Western Union           WU         (146)       5,685   (2,261)
Worldspace Inc.         WRSP     (1,713)         376      (42)
WR Grace & Co.          GRA        (343)       3,794   (1,246)
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Medel C. Martirez, Philline P.
Reluya, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***