TCR_Public/071219.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, December 19, 2007, Vol. 11, No. 300

                             Headlines



24 HOUR FITNESS: Weak Operations Prompt S&P's Negative Outlook
AEGIS ASSET-BACKED: Moody's Downgrades 27 Certificates' Ratings
ALL AMERICAN: Insufficient Bid Offers Could Lead to Foreclosure
AMERICAN ACHIEVEMENT: Moody's Junks Ratings on Senior PIK Notes
AMERICAN HOME: Four Tranches' Ratings Downgraded by Moody's

AMERICAN NATURAL: Files Amended Sept. 30, 2006 Quarterly Report
AMORTIZING RESIDENTIAL: S&P Cuts Ratings on 33 Certificates
AON CORP: Moody's Affirms Preferred Shelf's (P)Ba1 Rating
ATLANTIC MARINE: Moody's Holds Ratings on Increased Senior Loan
AURIGA LABS: Sells Stesso Pharmaceuticals to Malibu for $6 Million

BANDY INCORPORATED: Case Summary & 19 Largest Unsecured Creditors
BANC OF AMERICA: Fitch Downgrades Ratings on 12 Cert. Classes
BARNERT HOSPITAL: Seeks April 2 Extension of Plan Filing Deadline
BEAR STEARNS: S&P Lowers Ratings on Six Securities Classes
BELVEDERE TRUST: Receives Notice of Default from Merrill Lynch

BIG FINANCE: Files Schedules of Assets and Liabilities
BUILDERS FIRSTSOURCE: Secures New $350 Million Debt Facility
CA INC: Fitch Affirms 'BB+' Issuer Default Rating
CALPINE CORP: Decreases Exit Facility to $7.6 Billion
CELL THERAPEUTICS: Issues $23.25 Million of New 5.75% Senior Notes

CENTRIX FINANCIAL: Disclosure Statement Hearing Set for January 9
CHESAPEAKE ENERGY: Moody's Cuts Unsecured Note's Ratings to Ba3
CHICAGO H&S: Committee Can Hire Polsinelli Shalton as Counsel
CHL MORTGAGE: Moody's Cuts Ratings Due to Delinquency
CHRYSLER LLC: In Talks with Nissan Motor on Bilateral Supply Deal

CLEAR CHANNEL: Launches Tender Offer for $750 Mil. of Sr. Notes
CLEVELAND ATHLETIC: Club Members Give Thumbs Up on Ch. 11 Filing
COMPTON PETROLEUM: Mulls Strategic Options for Shareholder Benefit
CONSTELLATION BRANDS: Completes $885MM Buyout of Fortune Brands
CORPUS CHRISTI: Court Approves Thompson & Knight as Counsel

CORPUS CHRISTI: Liberty Trust to Own 80% of Equity Under Plan
CSFB ABS: S&P Downgrades Ratings on Four Certificate Classes
CWABS INC: S&P Junks Ratings on Class M-1 and M-2 Securities
CWALT INC: Moody's Downgrades Ratings on 62 2006 Tranches
CWALT INC: Moody's Lower Ratings on 18 2005 Tranches

DFC HEL: Reduction in Credit Enhancement Cues S&P to Cut Ratings
DUNMORE HOMES: Panel Wants Stone Mitigation Sale Ruling Deferred
EAGLEPICHER CORP: S&P Junks Rating on $70 Million Secured Loan
EMPORIA PREFERRED: Stable Performance Cues Fitch to Hold Ratings
ENRON CORP: Gets $25 Mil. from Deutsche Bank Under Settlement Pact

EPICOR SOFTWARE: NSB Buy Won't Impact Ratings, Moody's Says
EURAMAX INT'L: Weakness in Sales Cue Moody's to Revise Outlook
FEDERAL-MOGUL: Plan's Effective Date Set for December 27
FIELDSTONE MORTGAGE: Can Access Up to $3.8MM in C-BASS DIP Funds
FIRST FRANKLIN: S&P Lowers Rating on Two 2002-FFA Certificates

FIRST FRANKLIN: S&P Lowers Ratings on Four 2003-FF5 Certificates
FIRST HORIZON: Fitch Junks Ratings on 11 Certificate Classes
GENERAL MOTORS: Commodity Costs Spark Price Increase on 2008 Cars
GENERAL MOTORS: Begins 1st Phase of UAW Special Attrition Program
GENERAL MOTORS: Lay-Offs 800 Tonawanda Workers Before Schedule

GENESCO INC: Poor Performance Cues S&P's Ratings Downgrades
GILBERT SPILMAN: Case Summary & Largest Unsecured Creditor
GR PROPERTIES: Case Summary & Nine Largest Unsecured Creditors
GS MORTGAGE: S&P Affirms BB+ Rating on Class L Certificates
GREENPOINT MORTGAGE: Moody's Lower Ratings on 10 Tranches

HARBORVIEW MORTGAGE: Delinquency Cues Moody's to Cut Ratings
HELIX ENERGY: Considers Private Offering of $500 Mil. Sr. Notes
HIGDON FURNITURE: Court Approves Edwin Rude as Bankruptcy Counsel
HIGDON FURNITURE: Files Schedules of Assets and Liabilities
HIGDON FURNITURE: U.S. Trustee Won't Appoint Creditors' Panel

HIGHLANDS INSURANCE: Chapter 15 Petition Summary
HIGHRIDGE ABS: Moody's Downgrades Ratings on Eight Notes
ICAHN ENTERPRISES: S&P Upgrades Ratings from BB+ to BBB-
ICONIX BRAND: Completes $60 Million Buyout of Nike's Starter(R)
IMPERIAL PETROLEUM: Oct. 31 Balance Sheet Upside-Down by $8.0 Mil.

JUPITER HIGH: Moody's Junks Ratings on Four Notes Classes
LEHMAN XS: Delinquency Prompts Moody's to Downgrade Ratings
LID LTD: Plan Mulls Three Treatments of Four Secured Claims
LUMINENT MORTGAGE: Moody's Cut Ratings on 12 Tranches
MEDICALCV INC: Oct. 31 Balance Sheet Upside-Down by $2 Million

MORTGAGEIT TRUST: Moody's Downgrades Ratings on Two Tranches
MOST HOME: Oct. 31 Balance Sheet Upside-Down by $1.5 Million
NASDAQ STOCK: S&P's Retains BB Rating on Positive CreditWatch
NATIONAL COAL: S&P Raises Rating on $55 Million Senior Notes
NEWCASTLE MORTGAGE: Moody's Downgrades Ratings on Seven Tranches

NOVASTAR MORTGAGE: Four Loan Classes' Ratings Lowered by S&P
NWT URANIUM: Gets Notice of Default from Azimut Exploration
NWT URANIUM: Balks at Third Party's Unsolicited Buy Offer
ORIENTAL TRADING: S&P Lowers Ratings to B- with Stable Outlook
ORION DIVERSIFIED: Posts $69,818 Net Loss in Qtr. Ended Oct. 31

PERFORMANCE PROPERTIES: Case Summary & 12 Largest Unsec. Creditors
PERKINS & MARIE: S&P Junks Ratings with Negative Outlook
PETRO ACQUISITIONS: Frost Brown Employed as Bankruptcy Counsel
PETRO ACQUISITIONS: Richard Nelson Named as Chapter 11 Trustee
PETRO ACQUISITIONS: Committee Taps Wood & Lamping as Counsel

PHILADELPHIA AUTHORITY: Fiscal Stress Cues S&P to Cut Ratings
PHILLIPS-VAN HEUSEN: Good Performance Cues Moody's to Hold Ratings
PIKE NURSERY: Panel Wants Aurora Management as Financial Advisor
PIKE NURSERY: Panel Wants to Hire Powell Goldstein as Co-Counsel
PIKE NURSERY: Wants to Hire A&M Securities as Financial Advisor

PLAINS EXPLORATION: Divesting $1.75 Bil. Properties to OPC & XTO
PRICELINE.COM INC: S&P Puts B+ Rating under Positive CreditWatch
PRUDENTIAL AMERICANA: Court Approves Lewis and Roca as Counsel
PRUDENTIAL AMERICANA: Has Until December 27 to File Schedules
PRUDENTIAL AMERICANA: Section 341(a) Meeting Set for January 4

PUREDEPTH INC: Posts $2.3 Million Net Loss in Qtr. Ended Oct. 31
QUAKER FABRIC: Has Until March 13 to Remove Civil Actions
QUALIFIED EXCHANGE: Files Schedules of Assets and Liabilities
QUEBECOR WORLD: Jacques Mallette Succeeds Wes Lucas as CEO
RALI: Moody's Downgrades Ratings on 17 Tranches

RITCHIE (IRELAND): Wants Ownership of Insurance Files Determined
SAGITTARIUS BRANDS: S&P Revises Outlook to Negative from Stable
SECURITIZED ASSET: S&P Downgrades Ratings on Four Classes
SENTINEL MANAGEMENT: Has Until June 13 to File Chapter 11 Plan
SMK SPEEDY: Court Approves Sale of Assets to Forum Leaseholds

SOFA EXPRESS: Wants Clear Thinking as Financial Advisor
SOFA EXPRESS: Taps BMC Group as Notice and Claims Agent
ST BERNARD: S&P Upgrades Ratings on Sales Tax Revenue Debt
ST MARY: Selling Oil & Gas Assets to Abraxas Energy for $140MM
SYNOVA HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors

TED LEROY: Seeks Protection from Creditors Under CCAA
TERWIN MORTGAGE: S&P Junks Rating on Class B-3 Certificates
TKD DEVELOPMENT: Voluntary Chapter 11 Case Summary
TRAVELOGIX INC: Case Summary & 19 Largest Unsecured Creditors
TRUMP ENTERTAINMENT: Moody's Review Ratings for Possible Downgrade

UNISYS CORP: Calls for the Redemption of 7-7/8% Senior Notes
VALLEY HEALTH: Bankruptcy Filing Prompts S&P's Junk Ratings
VOUGHT AIRCRAFT: Moody's Affirm Ratings with Negative Outlook
WESTLAKE CHEMICAL: Completes Issuance of $250 Million Bonds
WOLF HOLLOW: S&P Cuts Ratings on Senior Secured Bank Facility

ZUNI MORTGAGE: Moody's Downgrade Ratings on Three Tranches

* Fitch Believes Actions By Bank Sponsors Are Pos. to Investors
* Moody's Says 35 Debt Issuers Have "Weak" SGL Ratings

* Team Legal Offers Flat Fee on All Ch. 7 Consumer Bankruptcies

* Beard Audio Conferences Presents

* Upcoming Meetings, Conferences and Seminars



                             *********

24 HOUR FITNESS: Weak Operations Prompt S&P's Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on 24 Hour
Fitness Worldwide Inc. to negative from stable.

"T[he] rating action is based on weak club operations as a result
of the soft economy and the costs of the new club-level managers,"
explained Standard & Poor's credit analyst Andy Liu.

The company's cushion of compliance with its bank covenant has
narrowed as well.  The 'B' corporate credit rating is affirmed.

The ratings on 24 Hour Fitness Worldwide Inc. reflect the
company's aggressive growth strategy, its high financial risk, and
the competitive pressures in the fitness club industry.  The
company's geographic diversity and market-leading club clusters in
several metropolitan areas partially offset these considerations.

San Ramon, Calif.-based 24 Hour Fitness, with nearly 400 clubs, is
one of the largest fitness club operators in the U.S. Its
footprint of mid-market fitness clubs extends from the West Coast
to the Southeast, with a significant concentration in California.


AEGIS ASSET-BACKED: Moody's Downgrades 27 Certificates' Ratings
---------------------------------------------------------------
Moody's Investors Service has downgraded twenty seven classes of
certificates from four deals issued by Aegis Asset-Backed
Securities Trust in 2005.  The actions are based on the analysis
of the credit enhancement provided by subordination,
overcollateralization and excess spread relative to expected
losses.  A high pipeline of seriously delinquent loans has caused
the protection available to those tranches to be diminished.
Losses have eroded the overcollateralization, leaving the rated
bonds less protected.  As of November 2007, OC in Aegis Asset
Backed Securities Trust, Mortgage Pass-Through Certificates,
Series 2005-2 and 2005-3 was below target.

As of November 2007, Aegis Asset Backed Securities Trust, Mortgage
Pass-Through Certificates, Series 2005-4 had no dollar amount of
overcollateralization for a required overcollateralization of
$5.5MM Class B-7 took $430,845 of cumulative losses.  Aegis Asset
Backed Securities Trust, Mortgage Pass-Through Certificates,
Series 2005-5 had no OC for a balance of $73,571,786 in
Foreclosure and $50,124,842 in REO.  Class B-7 took $522,762 of
cumulative losses.

These deals will stepdown in 2008 if they pass the triggers. The
deals are backed by subprime, fixed and adjustable-rate mortgage
loans.

Complete rating actions are as follows:

Issuer: Aegis Asset Backed Securities Trust 2005-2

   -- Cl. M4, Downgraded to A3 from A1
   -- Cl. M5, Downgraded to Baa2 from A2
   -- Cl. M6, Downgraded to Ba1 from A3
   -- Cl. B1, Downgraded to Ba3 from Baa1
   -- Cl. B2, Downgraded to B2 from Baa2
   -- Cl. B3, Downgraded to Caa1 from Baa3


Issuer: Aegis Asset Backed Securities Trust 2005-3

   -- Cl. M5, Downgraded to Baa1 from A2
   -- Cl. M6, Downgraded to Baa2 from A3
   -- Cl. B1, Downgraded to Ba1 from Baa1
   -- Cl. B2, Downgraded to B1 from Baa2
   -- Cl. B3, Downgraded to B2 from Baa3


Issuer: Aegis Asset Backed Securities Trust 2005-4

   -- Cl. M6, Downgraded to Baa2 from A3
   -- Cl. B1, Downgraded to Ba1 from Baa1
   -- Cl. B2, Downgraded to Ba3 from Baa2
   -- Cl. B3, Downgraded to B2 from Baa3
   -- Cl. B4, Downgraded to Caa3 from Ba3
   -- Cl. B5, Downgraded to Ca from B1


Issuer: Aegis Asset Backed Securities Trust 2005-5

   -- Cl. M2, Downgraded to A1 from Aa2
   -- Cl. M3, Downgraded to A3 from Aa3
   -- Cl. M4, Downgraded to Baa2 from A1
   -- Cl. M5, Downgraded to Ba1 from A2
   -- Cl. M6, Downgraded to Ba3 from A3
   -- Cl. B1, Downgraded to B3 from Baa1
   -- Cl. B2, Downgraded to Caa2 from Ba1
   -- Cl. B3, Downgraded to Caa3 from Ba3
   -- Cl. B4, Downgraded to Ca from B2
   -- Cl. B5, Downgraded to C from Caa1


ALL AMERICAN: Insufficient Bid Offers Could Lead to Foreclosure
---------------------------------------------------------------
The trustee overseeing the liquidation of All American Bottled
Water Corp. has received three bids for the company's brewery
plant, which are well below the market value, paving the way
for a possible foreclosure, Christian Hill of The Olympian
reports.

According to The Olympian, the Hon. Paul J. Snyder of the U.S.
Bankruptcy Court for the Western District Washington in Tacoma
permitted the foreclosure of the property if the bankruptcy
trustee cannot negotiate a sale within three weeks.

According to the report, Bar K Inc. of Lafayette, Calif., the
lender who financed the sale of the property in 2004, is in line
for a foreclosure sale of the plant.

All American Bottled Water Corp. bought the brewery plant from
Miller Brewing Co. in 2004.  The company eventually landed in
bankruptcy in 2006 after three creditors filed involuntary
petition against it (Bankr. W.D. Wash. Case No. 06-43133).


AMERICAN ACHIEVEMENT: Moody's Junks Ratings on Senior PIK Notes
---------------------------------------------------------------
Moody's Investors Service downgraded American Achievement Group
Holding Corp.'s corporate family rating to B3 from B2, and its
senior PIK notes to Caa2 from Caa1.  Moody's also downgraded
subsidiaries AAC Group Holding Corp. senior discount notes to Caa1
from B3, and American Achievement Corporation's senior
subordinated notes to B2 from B1 and its senior secured credit
facilities to Ba3 from Ba2.  All entities are collectively
referred to as "AAC."

The rating action was prompted by AAC's weak credit metrics for
the ratings category.  In the press release dated June 6, 2006,
Moody's stated that the B2 rating reflected the expectation that
the company would improve debt-to-EBITDA to below 7.0 times in the
twelve months following the issuance of the senior PIK notes.  
However, debt-to-EBITDA stood at 8.4 times (applying Moody's
standard analytical adjustments) for the twelve months ended
August 25, 2007.  Moody's is also concerned that the rapid
accretion of the discount notes will challenge the company's
ability to restore credit metrics to levels that are supportive of
a higher ratings level.  The ratings outlook is stable.

Historically, AAC has been successful expanding its operating
margins despite modest growth rates, reflecting the benefit of its
ongoing productivity initiatives and cost reduction activities.  
Moody's had expected this trend to continue following the issuance
of the senior PIK notes in June 2006, thus allowing the company to
improve its credit profile.  However, AAC's EBITDA declined
modestly for fiscal 2007 from the prior year.  The rating is
supported by the company's adequate liquidity and the likelihood
for improved operating performance in fiscal 2008, largely due to
the shutdown of the achievement publications segment (which had an
operating loss in fiscal 2007).  Moody's also notes that ring
segment operating margins continue to hold up well despite
volatile gold prices.

Ratings downgraded:

  - American Achievement Group Holding Corp.

    -- Corporate family rating, to B3 from B2;

    -- Probability-of-default rating, to B3 from B2;

    -- $176 million (current value) senior PIK notes due 2012,
       to Caa2 (LGD5, 87%) from Caa1 (LGD5, 89%).

  - AAC Group Holding Corp.

    -- $118 million (current value) senior discount notes due
       2012, to Caa1 (LGD4, 63%) from B3 (LGD4, 69%).

  - American Achievement Corporation

    -- $150 million senior subordinated notes due 2012, to B2
       (LGD3, 34%) from B1 (LGD3, 41%);

    -- $40 million senior secured revolving credit facility due
       2010, to Ba3 (LGD1, 7%) from Ba2 (LGD1, 9%);

    -- $87 million senior secured term loan due 2011,
       Ba3 (LGD1, 7%) from Ba2 (LGD1, 9%).

AAC's B3 corporate rating is primarily driven by its high
leverage, inadequate coverage of interest expense, its small
scale, narrow product focus on yearbooks and class rings, and some
regional concentration in the Southern U.S.  The rating also
considers the company's aggressive financial policy given its
emphasis on debt-financed distributions to its owners.  
Notwithstanding these risks, the rating is supported by AAC's
substantial market shares in each of its niche product segments,
its high customer retention rates, good operating margins, and its
highly efficient manufacturing footprint.  The rating is further
supported by AAC's large network of exclusive independent sales
representatives and its ability to meet the high requirements of
its customers under narrow production and delivery timeframes,
that serves as a substantial barrier to entry.

The stable outlook reflects Moody's expectation that AAC will
improve its operating performance and continue to generate
positive cash flow that is applied to debt reduction, such that
debt to EBITDA improves from current levels and EBITA interest
coverage remains close to 1.0 times.  The outlook also reflects
Moody's expectation that the company will maintain adequate
liquidity, including compliance with the covenants governing its
credit facilities.

Headquartered in Austin, Texas, American Achievement Corporation
is a leading provider of school-related affinity products and
services.  The company holds strong market shares in each of its
product segments - yearbooks, class rings, and graduation
products.  The company reported sales of $316 million for the
twelve months ended August 25, 2007.


AMERICAN HOME: Four Tranches' Ratings Downgraded by Moody's
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of four
tranches from one transaction issued by American Home Mortgage
Assets 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: American Home Mortgage Assets Trust 2006-6

   -- Cl. M-7, Downgraded to Baa3, previously Baa1,
   -- Cl. M-8, Downgraded to Ba1, previously Baa2,
   -- Cl. M-9, Downgraded to Ba2, previously Baa3,
   -- Cl. B-1, Downgraded to B2, previously Ba2.


AMERICAN NATURAL: Files Amended Sept. 30, 2006 Quarterly Report
---------------------------------------------------------------
American Natural Energy Corp. filed on Dec. 14, 2007, an amendment
to its Form 10-QSB/A for the quarter ended Sept. 30, 2006.  The
company had previously filed a Form 10-QSB for that quarter on
Nov. 20, 2006.  However, that filing was not reviewed by an
independent public accountant as required under Securities and
Exchange Commission rules because of the company's severe
liquidity problem at that time.

According to the company, the review wasn't conducted since it was
facing severe liquidity problem and shortage of working capital
which resulted in the company being unable to pay its independent
accounting firm.

The interim financial statements included in the amendment have
been reviewed by Malone & Bailey PC, which the company engaged on
July 16, 2007.

The company reported a net loss of $765,676 on revenues of
$323,355 for the third quarter ended Sept. 30, 2006, compared with
a net loss of $1.1 million on revenues of $387,581 in the same
period in 2005.

At Sept. 30, 2006, the company's consolidated financial statements
showed $7.9 million in total assets and $22.8 million in total
liabilities, resulting in a $14.9 million total stockholders'
deficit.

The company's consolidated financial statements at Sept. 30, 2006,
also showed strained liquidity with $1.2 million in total current
assets available to pay $21.5 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at http://researcharchives.com/t/s?2670

                       2005 Going Concern Doubt

PricewaterhouseCoopers LLP, in Tulsa, Okla., expressed substantial
doubt about American Natural Energy Corp.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2005, and 2004.  
The auditing firm pointed to the company's working capital
deficiency and accumulated deficit at Dec. 31, 2005.

                      About American Natural

Based in Tulsa, Oklahoma, American Natural Energy Corporation (TSX
Venture: ANR.U) -- http://www.annrg.com/-- was formed in January  
2001 to focus on the acquisition, development and exploitation of
oil and natural gas reserves.  ANEC's objective is to grow an oil
and natural gas reserve base through development, exploitation and
exploration drilling within the current and future boundaries of
its St. Charles Parish, Louisiana properties, including its
ExxonMobil Joint Development area.


AMORTIZING RESIDENTIAL: S&P Cuts Ratings on 33 Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 33
classes of mortgage pass-through certificates issued by 10
Amortizing Residential Collateral Trust transactions.  S&P removed
11 of the lowered ratings from CreditWatch with negative
implications.  Furthermore, two ratings from an additional
transaction remain on CreditWatch with negative implications.  
Finally, S&P affirmed its ratings on the remaining classes from
these and three additional Amortizing Residential Collateral Trust
deals (see list).

The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, thereby reducing overcollateralization
(O/C).  As a result, O/C for the downgraded transactions has
fallen to the following levels
(series: O/C amount ($); % of target, O/C target ($)):

     -- 2001-BC5: $377,297; 26.1%; $1,448,111;
     -- 2001-BC6: $2,960,744; 69.1%; $4,282,011;
     -- 2002-BC1: $5,270,968; 67.3%; $7,836,196;
     -- 2002-BC3: $1,361,468; 68.7%; $1,982,533;
     -- 2002-BC5: $2,514,243; 50.1%; $5,015,812;
     -- 2002-BC6: $844,514; 24.6%; $3,432,275;
     -- 2002-BC7: $971,019; 29.3%; $3,310,137;
     -- 2002-BC8: $2,237,932; 35.3%; $6,343,090;
     -- 2002-BC9: $1,437,281; 42.7%; $3,369,395; and
     -- 2004-1: $0; 0%; $2,991,254.

Our loss projections indicate that the current performance trends
may further compromise credit support for the downgraded classes.

The transactions with lowered ratings have sizeable loan amounts
that are severely delinquent (90-plus-days, foreclosures, and
REOs), which suggests that the unfavorable performance trends are
likely to continue.  The severe delinquencies relative to O/C are
as follows (series: severe delinquency amount ($), % of current
pool balance, multiple of O/C):

     -- 2001-BC5: $5.825 million;  29.02%; 15.4x;
     -- 2001-BC6: $9.818 million; 26.18%; 3.3x;
     -- 2002-BC1: $24.271 million; 24.71%; 4.6x;
     -- 2002-BC3: $9.957 million; 19.45%; 7.3x;
     -- 2002-BC5: $7.927 million; 19.51%; 3.2x;
     -- 2002-BC6: $13.866 million; 20.71%; 16.4x;
     -- 2002-BC7: $13.427 million; 32.52%; 13.8x;
     -- 2002-BC8: $17.577 million; 22.76%; 7.9x;
     -- 2002-BC9: $12.540 million; 30.53%; 8.7x; and
     -- 2004-1: $17.897 million; 13.24%; Not applicable ($0 in
O/C).

As of the November 2007 remittance report, cumulative realized
losses for the downgraded deals were as follows (series: realized
loss ($), % of original pool balance):

     -- 2001-BC5: $13,643,735; 2.36%;
     -- 2001-BC6: $20,790,855; 2.43%;
     -- 2002-BC1: $31,466,212; 2.01%;
     -- 2002-BC3: $11,150,256; 1.41%;
     -- 2002-BC5: $19,339,152; 2.31%;
     -- 2002-BC6: $27,119,017; 2.22%;
     -- 2002-BC7: $21,198,350; 2.56%;
     -- 2002-BC8: $25,077,559; 1.98%;
     -- 2002-BC9: $12,714,488; 1.89%; and
     -- 2004-1:   $10,567,501; 1.77%.

S&P removed the ratings on five classes from CreditWatch negative
because we lowered them to 'CCC'.  According to Standard & Poor's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch negative.

The downgrade of class M1 from series 2002-BC7 reflects realized
losses that have consistently outpaced excess interest, which has
decreased credit support levels for the class since we upgraded it
to 'AAA' from 'AA+' on March
21, 2005.  As a result, O/C for series 2002-BC7 has dropped to
$971,019, compared with a target of $3,310,137.  Additionally, the
class has subordination of $6,123,522.  
     
The ratings on classes M3 and B1 from series 2002-BC4 remain
CreditWatch with negative implications because the transaction has
O/C of $1,897,324, down from a target of $3,325,460.  This
transaction has $7.113 million in loans that are severely
delinquent or 16.26% of the current pool balance, and the series
has an O/C multiple of 2.14x.  Standard & Poor's will continue to
closely monitor the performance of this transaction.  If monthly
losses decline to a point at which they no longer outpace monthly
excess interest and the level of O/C has not been further eroded,
S&P will affirm the ratings and remove them from CreditWatch.  
Conversely, if losses continue to outpace excess interest and the
levels of O/C continue to decline, S&P will take further negative
rating actions.
     
Standard and Poor's lowered six additional ratings and removed
them from CreditWatch negative because S&P believes they have
credit support levels that are sufficient to maintain the lowered
ratings.

The affirmations reflect credit support levels that are sufficient
to maintain the current ratings.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions. Additionally, series 2001-BC1,
2002-B10, 2002-BC2, 2001-BC5, 2002-BC3, 2002-BC6, 2002-BC8, 2002-
BC9, 2002-BC6, 2002-BC1, and 2002-BC7 benefit from loan-level
primary mortgage insurance policies issued by
either PMI Mortgage Insurance Co. ('AA' financial strength rating
{FSR}); Radian Guaranty Inc. ('AA' FSR); or Mortgage Guaranty
Insurance Corp. (MGIC; 'AA-' FSR). The collateral for these series
consists of 30-year subprime, fixed- or adjustable-rate mortgage
loans that are secured by first liens on one- to four-family
residential properties.


     Ratings Lowered and Removed from CreditWatch Negative
    
           Amortizing Residential Collateral Trust

                                 Rating
                                 ------
      Series      Class      To          From
      ------      -----      ---         ----
      2001-BC5    M1         CCC         B/Watch Neg
      2002-BC5    M3         BB          BBB/Watch Neg
      2002-BC7    M5         B-          BBB/Watch Neg
      2002-BC7    M6         B-          BBB-/Watch Neg
      2002-BC7    B1         CCC         BB/Watch Neg
      2002-BC7    B2         CCC         B/Watch Neg
      2002-BC7    B3         CCC         B/Watch Neg
      2002-BC8    M3         B-          BB/Watch Neg
      2002-BC8    M4         CCC         BB-/Watch Neg
      2002-BC9    M4         B           BB/Watch Neg
      2002-BC9    B          B-          BB-/Watch Neg


                     Ratings Lowered
    
          Amortizing Residential Collateral Trust

                                   Rating
                                   -------
      Series      Class      To                 From
      ------      -----      ---                ----
      2001-BC6    M1         BBB                AA+
      2001-BC6    M2         B                  A
      2002-BC1    M1         AA                 AA+
      2002-BC1    M2         BB                 A
      2002-BC1    B          BB-                BBB
      2002-BC3    M1         AA                 AA+
      2002-BC3    M2         B                  A+
      2002-BC3    B1         CCC                BBB-
      2002-BC6    M1         BBB                AA+
      2002-BC6    M2         B                  A+
      2002-BC6    M3         CCC                BB
      2002-BC6    B          CCC                B
      2002-BC7    M1         AA+                AAA
      2002-BC7    M2         BB                 AA+
      2002-BC7    M3         B+                 AA
      2002-BC7    M4         B                  AA-
      2002-BC8    M1         AA                 AA+
      2002-BC8    M2         B+                 A+
      2002-BC9    M2         A                  A+
      2002-BC9    M3         BB                 BBB+
      2004-1      M9         CCC                B
      2004-1      B1         D                  CCC

              Ratings Remaining on CreditWatch Negative

               Amortizing Residential Collateral Trust

      Series             Class            Rating
      ------             -----            -------
      2002-BC4           M3               BBB/Watch Neg
      2002-BC4           B1               BB-/Watch Neg


                    Ratings Affirmed
    
          Amortizing Residential Collateral Trust

      Series             Class               Rating
      ------             -----               -------
      2001-BC1           A1                  AAA
      2001-BC1           M1                  A
      2001-BC5           A-1                 AAA
      2001-BC5           M2                  CCC
      2001-BC6           A                   AAA
      2002-BC1           A                   AAA
      2002-BC2           A                   AAA
      2002-BC2           M1                  AA+
      2002-BC3           A                   AAA
      2002-BC4           A                   AAA
      2002-BC4           M1                  AA+
      2002-BC4           M2                  A+
      2002-BC5           M1                  AAA
      2002-BC5           M2                  AA-
      2002-BC6           A1, A2, A4          AAA
      2002-BC7           A1                  AAA
      2002-BC8           A1, A3              AAA
      2002-BC9           M1                  AA+
      2002-BC10          A4                  AAA
      2002-BC10          M1                  B
      2002-BC10          M2                  CCC
      2002-BC10          M3                  CCC
      2004-1             A5                  AAA
      2004-1             M1                  AA+
      2004-1             M2                  AA
      2004-1             M3                  AA-
      2004-1             M4                  A+
      2004-1             M6                  A-
      2004-1             M7                  BBB+
      2004-1             M8                  BB+


AON CORP: Moody's Affirms Preferred Shelf's (P)Ba1 Rating
---------------------------------------------------------
Moody's Investors Service has placed the insurance financial
strength ratings of Combined Insurance Company of America (CICA --
long-term IFSR at A3, short-term IFSR at Prime-2) on review for
possible upgrade.  Moody's has also affirmed the ratings of CICA's
parent company, Aon Corporation (NYSE: AOC -- senior unsecured
debt at Baa2), while maintaining a positive rating outlook for
Aon.

These rating actions follow the announcement that Aon has agreed
to sell CICA to ACE Limited (NYSE: ACE -- senior unsecured shelf
rated (P)A3) for cash consideration of $2.4 billion.  Aon has also
agreed to sell its subsidiary, Sterling Life Insurance Company, to
Munich Reinsurance Company (IFSR of Aa3) for cash consideration of
$352 million.  Aon expects to take a one-time cash dividend of
$325 million from CICA prior to closing these transactions.  The
Sterling transaction is expected to be completed by the end of the
first quarter of 2008 and the CICA transaction by the end of the
second quarter of 2008.  CICA and Sterling are the main components
of Aon's Insurance Underwriting segment, which has been subject to
a strategic review by Aon since July 2007.

For Aon, the proposed transactions are expected to generate after-
tax cash proceeds and dividends of approximately $2.6 billion,
subject to certain transaction costs and adjustments.  In
conjunction with the sale announcement, Aon has increased its
existing share repurchase authorization by $2.6 billion, bringing
the total dollar amount currently available for share repurchases
to about $2.8 billion.

According to Moody's, CICA's ratings reflect its unique franchise
in the specialized market for individual accident and health
insurance, its relatively stable liability structure, its
profitable core business, and its sound capitalization. Partially
mitigating these strengths is the mature nature of the company's
core A&H business.  Moody's said that the review for possible
upgrade will focus on CICA's strategic fit within ACE's A&H
operations, the insurer's ultimate asset profile and capital
structure, and any financial support that may be provided by ACE.

The rating agency said that Aon's ratings reflect its strong
market presence and its expertise in providing risk management
solutions to middle-market, national and global clients.  The
ratings also reflect the firm's broad geographic and product
diversification.  These strengths are tempered by Aon's moderate,
albeit improving, operating margins and by widespread rate
softening in the property & casualty insurance market.

Moody's further noted that the planned asset sales will initially
reduce Aon's operating income and its business diversification.  
Nevertheless, the rating agency believes that Aon will remain well
diversified across its continuing business segments -- Risk and
Insurance Brokerage Services, and Consulting -- and across
geographic regions.  Aon's positive rating outlook also
incorporates Moody's expectation that the company will maintain
good financial flexibility and liquidity, despite the increase in
its share repurchase authorization.

These ratings have been placed on review for possible upgrade:

   -- Combined Insurance Company of America

      -- long-term insurance financial strength at A3,
      -- short-term insurance financial strength at Prime-2.

These ratings have been affirmed with a positive outlook:

   -- Aon Corporation

      -- senior unsecured debt at Baa2,
      -- senior unsecured shelf at (P)Baa2;
      -- subordinated shelf at (P)Baa3;
      -- preferred shelf at (P)Ba1;

   -- Aon Finance N.S.1, ULC

      -- backed senior unsecured debt at Baa2;

   -- Aon Capital Trust A

      -- backed preferred securities at Baa3.

These rating has been affirmed with a stable outlook:

   -- Aon Corporation

      -- short-term rating for commercial paper at Prime-2.

Moody's last rating action on CICA took place on July 19, 2007,
when its rating outlook was changed to stable from positive.  
Moody's last rating action on Aon took place on June 19, 2006,
when provisional ratings were assigned to the company's unlimited
universal shelf registration.

CICA, headquartered in Chicago, Illinois, primarily offers low-
cost, modest-benefit supplemental accident, disability, health and
life insurance in the U.S. and Canada (where it is a leading
provider), and also in Western Europe, Australia, New Zealand, and
Thailand.  Sterling sells Medicare Advantage and Medicare
Supplement products, including Medicare Part D prescription drug
plans in the U.S. CICA reported statutory net admitted assets of
$3.2 billion and adjusted statutory capital of $967 million as of
September 30, 2007.

Aon, also based in Chicago, is a global professional services firm
with subsidiaries offering risk management services, insurance and
reinsurance brokerage, human capital and management consulting,
and specialty insurance underwriting through some 500 offices in
more than 120 countries.  Aon reported total revenue of
$7.3 billion and net income of $657 million through the first nine
months of 2007.  Stockholders' equity was $5.6 billion as of
Sept. 30, 2007.


ATLANTIC MARINE: Moody's Holds Ratings on Increased Senior Loan
---------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of Atlantic
Marine Holding Company and changed the outlook to negative from
stable.  The outlook change follows Atlantic Marine's announcement
that it will fund a $68.5 million dividend by increasing
outstandings under its senior secured term loan to $185 million
from $149 million and by drawing cash on hand by $34 million.

Ratings affirmed:

   -- Corporate Family Rating at B1
   -- Probability of Default at B2
   -- Senior Secured Revolving Credit Facility at B1 LGD3, 36%
   -- Senior Secured Term Loan at B1 LGD3, 36%

Atlantic Marine's B1 rating reflects the company's small revenue
base, its heavy dependence on large ship repair contracts from the
U.S. Government, and the inherent volatility in its sales level,
operating margins, and cash flow generation.  Despite the increase
in debt associated with the planned dividend, credit metrics are
on par for the B1 rating due to better than expected performance
and better utilization of the company's Mobile, Alabama facility.  
Moody's also cites positive demand characteristics in the U.S.
government and commercial ship repair sector as being further
supportive of the ratings.  The improved throughput at the Mobile
facility coupled with the company's increased backlog from several
pending orders, bodes well for 2008 earnings.

The change in the rating outlook to negative from stable reflects
Moody's concern over a more aggressive financial strategy that is
reflected in Atlantic Marine's decision to quickly increase
leverage in anticipation of more robust operating performance
during 2008.  Although the current outlook for 2008 is favorable,
Moody's believes that Alantic Marine's operating performance is
highly vulnerable to the cancellation of large contracts or to any
softening in demand levels.  Moreover, in March of 2007 Atlantic
Marine amended its senior secured credit facility to increase the
size of its term loan by $50 million to $170 million which, along
with cash on hand, funded redemption of $62 million of preferred
stock and a $7 million dividend.  The additional $68.5 million
dividend and related term loan increase now planned reflects a
financial policy more likely to impede rapid debt reduction in the
future without continuing, strong operating results.  This
financial policy, combined with the performance volatility
inherent in being a small operator who has relatively high
customer concentration and large, critical orders, will more
likely expose the ratings to downward pressure should revenues,
margins or cash flows fall short of expectation.

The ratings would be subject to downward revision if EBITDA
margins were to decline materially below 20%, if the ratio of debt
to EBITDA was to be expected in the high 3.0 times range or if
annual free cash flow of less than $10 million was to be expected.

Beyond the senior secured term loan amendment sought, Atlantic
Marine will seek to amend its senior secured revolving credit
facility to increase the commitment size to $45 million from
$40 million.  Moody's notes that the amount of cash on hand and
availability under the revolving credit facility should be
adequate to support seasonal working capital requirements during
the coming quarters.  Although presently adequate, the company's
liquidity profile is not particularly robust and could be strained
if the operating environment and earning levels erode.  Any
narrowing of liquidity measures would add further downward ratings
pressure.

Atlantic Marine Holding Company, headquartered in Jacksonville,
FL, is a provider of ship maintenance, repair, overhaul, and
conversion services for U.S. Navy, government, commercial and
offshore oil and gas industry vessels.  The company operates two
full service shipyards in Jacksonville, Fla., and Mobile, Ala., as
well as a third smaller facility at Naval Station Mayport.


AURIGA LABS: Sells Stesso Pharmaceuticals to Malibu for $6 Million
------------------------------------------------------------------
Auriga Laboratories Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it sold its wholly owned
subsidiary, Stesso Pharmaceuticals LLC, to Malibu Pharma Inc. for
$6 million.

Stesso holds the license rights to sell and title to inventory of
products Extendryl(R), Levall(R), and Dura-vent(TM).

Malibu executed and delivered to the company a promissory note for
$6 million.  The company was granted a 270-day option to
repurchase Stesso for 150% of the purchase price.  In addition,
for a period of two years, Malibu will reimburse the company for
sales commissions paid to its independent sales representatives
for sale of the Products.

The promissory note is for a term of three years with an annual
interest rate of 8%, with interest payments to the company
beginning after the first year.  Malibu must pay the company 70%
of its total net revenue collected from sales of the Products
during the first 2 calendar quarters of 2008, which shall be
applied toward principal on the note.  Beginning in the first
calendar quarter after payment in full of all principal and
interest on the note, Malibu must pay 5% of its net revenue
collected from sales of Products by Stesso to the company.

A copy of the purchase agreement and promissory note are available
for free at http://researcharchives.com/t/s?266c

                    About Auriga Laboratories

Based in Norcross, Ga., Auriga Laboratories Inc. (OTC BB:
ARGA) -- http://www.aurigalabs.com/-- is a specialty   
pharmaceutical company building an industry changing commission-
based sales model targeting over 2000 filled territories by 2009.  
The company's high-growth business model combines driving revenues
through a variable cost commission-based sales structure,
acquisition and development of FDA approved products, all of which
are designed to enhance its growing direct relationships with
physicians nationwide.  Auriga's current product portfolio
includes 27 marketed products and 6 products in development
covering various therapeutic categories.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 3, 2007,
Williams & Webster P.S., in Spokane, Wash., expressed substantial
doubt about Auriga Laboratories Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditor pointed
to the company's substantial operating losses since inception,  
negative working capital, and limited cash resources.


BANDY INCORPORATED: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Bandy Incorporated
        dba Total Mattress Company
        dba King Koil Mid-South
        P.O. Box 51213
        Bowling Green, KY 42102-5513

Bankruptcy Case No.: 07-11515

Type of Business: The Debtor manufactures mattresses and
                  bedsprings.

Chapter 11 Petition Date: December 17, 2007

Court: Western District of Kentucky (Bowling Green)

Judge: Joan A. Lloyd

Debtor's Counsel: Scott A. Bachert, Esq.
                  Harned, Bachert & Denton, LLP
                  324 East 10th Street
                  P.O. Box 1270
                  Bowling Green, KY 42102
                  Tel: (270) 782-3938
                  Fax: 270-781-4737
                  http://www.hbd-law.com/

Total Assets: $2,555,651

Total Debts:  $2,896,142

Debtor's 19 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
   M&J T Investments                                   $267,069
   114 Corporate Court
   Bowling Green, KY 42103

   Leggett & Platt                                     $249,602
   #1 Leggett Road
   Carthage, MO 64836

   Nu-Foam Products, Inc.                              $226,738
   230 South Elizabeth Street
   Spencerville, OH 45887

   Comfort Solutions                                   $192,506

   John and Tressia Bandy                              $127,249

   BLR                                                  $98,400

   Carpenter Co.                                        $54,666

   Global Non Wovens                                    $45,488

   Bekaert Textiles USA Inc.                            $43,071

   Comfuel                                              $39,493

   ISO Poly Films Inc.                                  $37,340

   Great Lakes Forest Products Inc.                     $24,558

   OHM Systems Inc.                                     $20,266

   AEP Industries Inc.                                  $20,248

   USF Holland                                          $18,947

   Hanes Industries                                     $17,473

   Bechik Products Inc.                                 $17,185

   Global Textile Alliance                              $14,477

   Mid South Adhesives Inc.                             $12,841


BANC OF AMERICA: Fitch Downgrades Ratings on 12 Cert. Classes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on the Banc of
America Alternative Loan Trust mortgage pass-through certificates
listed below:

Series ALT 2003-10 Groups 1 - 4:

  -- Classes 1-A-1, 1-IO, 1-PO, 2-A-1 to 2-A-4, 2-IO, 2-PO,
     3-A-1, 3-IO, 3-PO, 4-A-1 to 4-A-3, 4-IO and 4-PO affirmed
     at 'AAA';

  -- Class 30-B1 affirmed at 'AA';
  -- Class 30-B2 affirmed at 'A';
  -- Class 30-B3 affirmed at 'BBB';
  -- Class 30-B4 affirmed at 'BB';
  -- Class 30-B5, rated 'B', placed on Rating Watch Negative.

Series ALT 2003-10 Groups 5 & 6:

  -- Classes 5-A-1, 5-A-2, 5-IO, 5-PO, 6-A-1 to 6-A-3, 6-IO and
     6-PO affirmed at 'AAA';

  -- Class 15-B1 affirmed at 'AA';
  -- Class 15-B2 affirmed at 'A';
  -- Class 15-B3, rated 'BBB', placed on Rating Watch Negative;
  -- Class 15-B4 downgraded to 'B' from 'BB';
  -- Class 15-B5 downgraded to 'C/DR5' from 'B'.

Series ALT 2004-2 Groups 1 - 3:

  -- Classes 1-A-1, 1-IO, 1-PO, 2-A-1 to 2-A-7, 2-IO, 2-PO,
     3-A-1, 3-IO, 3-PO and 30-B-IO affirmed at 'AAA';

  -- Class 30-B1 affirmed at 'AA';
  -- Class 30-B2 affirmed at 'A';
  -- Class 30-B3 affirmed at 'BBB';
  -- Class 30-B4 affirmed at 'BB';
  -- Class 30-B5 affirmed at 'B'.

Series ALT 2004-2 Groups 4 & 5:

  -- Classes 4-A-1, 4-IO, 4-PO, 5-A-1, 5-IO and 5-PO affirmed
     at 'AAA';

  -- Class 15-B1 affirmed at 'AA';
  -- Class 15-B2 affirmed at 'A';
  -- Class 15-B3 affirmed at 'BBB';
  -- Class 15-B4 affirmed at 'BB';
  -- Class 15-B5 downgraded to 'CCC/DR2' from 'B' and removed
     from Rating Watch Negative.

Series ALT 2004-11 Groups 1 & 2:

  -- Classes 1-CB-1, 1-CB-IO, 1-X-PO, 2-CB-1, 2-CB-2, 2-CB-IO
     and 2-X-PO affirmed at 'AAA';

  -- Class 30-B1 affirmed at 'AA';
  -- Class 30-B2 affirmed at 'A';
  -- Class 30-B3 affirmed at 'BBB';
  -- Class 30-B4 downgraded to 'B+' from 'BB';
  -- Class 30-B5 downgraded to 'C/DR4' from 'B'.

Series ALT 2004-11 Groups 3 & 4:

  -- Classes 3-A-1, 3-15-IO, 3-15-PO, 3-X-PO, 4-A-1, 4-15-IO,        
     F4-15-PO and 4-X-PO affirmed at 'AAA';

  -- Class 15-B1 affirmed at 'AA';
  -- Class 15-B2 affirmed at 'A';
  -- Class 15-B3 affirmed at 'BBB';
  -- Class 15-B4 affirmed at 'BB';
  -- Class 15-B5, rated 'B', placed on Rating Watch Negative.

Series ALT 2005-8:

  -- Classes 1-CB-1 to 1-CB-6, 1-CB-R, 2-CB-1, 3-CB-1, 4-A-1,
     5-A-1, 15-IO, CB-IO and A-PO affirmed at 'AAA';

  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 downgraded to 'BBB-' from 'BBB';
  -- Class B4 downgraded to 'B+' from 'BB';
  -- Class B5 downgraded to 'C/DR4' from 'B'.

Series ALT 2006-9:

  -- Classes A-1 to A-4, 1-CB-1, 1-CB-R, 2-NC-1, CB-IO, NC-IO,
     and 30-PO affirmed at 'AAA';

  -- Class B1 affirmed at 'AA';
  -- Class B2 downgraded to 'A-' from 'A';
  -- Class B3 downgraded to 'BB' from 'BBB';
  -- Class B4 downgraded to 'B' from 'BB' and placed on Rating
     Watch Negative;
  -- Class B5 downgraded to 'C/DR5' from 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$1.15 billion in outstanding certificates as of the November 2007
distribution date.  The downgraded classes total approximately
$13.6 million and the classes placed on Rating Watch Negative
total approximately $3.1 million.  These rating actions reflect
the deterioration of CE relative to future expected losses.

The underlying collateral in these transactions consists of fixed-
rate, fully-amortizing mortgage loans secured by first liens on
one- to four-family residential properties.  Bank of America, N.A.
(rated 'RPS1' by Fitch for ALT-A transactions) is the servicer for
these loans.  These transactions are seasoned from a range of
11months (ALT 2006-9) to 48 months (ALT 2003-10).  The pool
factors range from 48% to 89%. The 90+ delinquencies range from 0%
(ALT 2004-2 Groups 4 & 5) to 2.47% (ALT 2006-9) of current
collateral balances.  The cumulative losses range from 0% (ALT
2006-9) to 0.09% (ALT 2003-10 Groups 5 & 6) of original collateral
balances.


BARNERT HOSPITAL: Seeks April 2 Extension of Plan Filing Deadline
-----------------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association dba
Barnert Hospital asks the United States Bankruptcy Court for the
District of New Jersey to extend its exclusive periods to:

   a) file a plan until April 2, 2008; and

   b) solicit acceptances of that plan until June 1, 2008.

The Debtor's exclusive period to file a plan expired on
Dec. 13, 2007.  

The Debtor says it needs additional time to complete negotiations
with creditors and prospective buyers in connection with a sale
of the Debtor's assets.

"If such negotiations come to fruition, the Debtor will require
time to prepare and file pleadings to proceed with a court-
approved auction and sale of assets," David J. Adler, Esq., at
McCarter & English LLP relates.

In addition, the Debtor tells the Court that the sale of its
assets is necessary in the formulation of a plan of reorganization
as well as in its exit from Chapter 11.

The hearing to consider the Debtor's request has been set for
10:00 a.m. on Jan. 8, 2008.

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.  The company filed for chapter 11 protection on
Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631).  David J. Adler,
Esq., at McCarter & English, LLP, represents the Debtor in its
restructuring efforts.  Warren J. Martin Jr., Esq. and John S.
Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the
Official Committee of Unsecured Creditors in this case.  Donlin
Recano & Company Inc. is the Debtor's claims, noticing, and
balloting agent.  The Debtor's schedules reflect total assets
of $46,600,967 and total liabilities of $61,303,505.


BEAR STEARNS: S&P Lowers Ratings on Six Securities Classes
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of mortgage-backed securities issued from Bear Stearns
Asset Backed Securities I Trust's series 2003-HE1, 2004-HE1, and
2005-HE9.  Concurrently, S&P affirmed its ratings on the remaining
21 classes from these transaction.

The downgrades reflect a reduction in credit enhancement caused by
monthly realized losses.  Monthly realized losses for the three
series with lowered ratings have consistently exceeded excess
interest during the past six months.  As of the November
remittance date, average monthly losses have outpaced excess
spread by 4.6x, 3.1x, and 1.8x for series 2003-HE1, 2004-HE1,
and 2005-HE9, respectively.  Severe delinquencies (90-plus days,
foreclosures and REOs), as a percentage of the current pool
balances, are 9.35%, 11.13%, and 22.64% for series 2003-HE1,
2004-HE1, and 2005-HE9, respectively.  The overcollateralization
level for each transaction is below its target.

The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support percentages that are in line with
their original levels.

Subordination, O/C, and excess spread provide credit support for
these transactions.  Series 2003-ABF1 is also supported by bond
insurance.  The class A certificates from this series are insured
by Financial Security Assurance Inc. ('AAA' financial strength
rating), while the class M certificates are insured by Radian
Asset Insurance ('AA' financial strength rating).

The collateral for series 2003-HE1, 2004-HE1, and 2005-HE9
originally consisted primarily of fixed- and adjustable-rate
mortgage loans secured by first and second liens on one- to four-
family residential properties.  The collateral for series 2003-
ABF1 originally consisted of fixed-rate, business-
and consumer-purpose home equity loans secured by first- or
second-lien mortgages or deeds of trust on residential properties.

                      Ratings Lowered

            Bear Stearns Asset Backed Securities I Trust


                                      Rating
                                      -------
            Series      Class       To      From
            ------      -----       --      ----
            2003-HE1    M-4         BB      BBB+
            2003-HE1    M-5         B       BBB
            2003-HE1    M-6         CCC     BBB-
            2004-HE1    M-5         BB      BBB
            2004-HE1    M-6         B       BBB-
            2005-HE9    M-5         BBB-    BBB

                     Ratings Affirmed

            Bear Stearns Asset Backed Securities I Trust

            Series      Class                Rating
            ------      -----                -------
            2003-ABF1   A, M                 AAA
            2003-HE1    M-1                  AA
            2003-HE1    M-2                  A
            2003-HE1    M-3                  A-
            2004-HE1    M-1                  AA
            2004-HE1    M-2                  A
            2004-HE1    M-3                  A-
            2004-HE1    M-4                  BBB+
            2005-HE9    I-A-1, I-A-2, I-A-3  AAA
            2005-HE9    II-A-1, II-A-2, M-1  AAA
            2005-HE9    M-2                  AA
            2005-HE9    M-3                  AA-
            2005-HE9    M-4                  A
            2005-HE9    M-6                  BB
            2005-HE9    M-7                  B
            2005-HE9    M-8                  CCC


BELVEDERE TRUST: Receives Notice of Default from Merrill Lynch
--------------------------------------------------------------
Belvedere Trust Mortgage Corporation, a wholly owned subsidiary of
Anworth Mortgage Asset Corporation, received a Notice of Default
from Merrill, Lynch, Pierce, Fenner & Smith Incorporated on Dec.
13, 2007, relative to a repurchase agreement balance of
approximately $3.1 million secured by non-Agency mortgage-backed
securities with a collateral value claimed to be approximately
$1.1 million.

According to the Anworth's website, Belvedere Trust is being
accounted for as a discontinued operation.

In addition, on Dec. 12, 2007, Belvedere's custodian, Citigroup
Global Markets Inc., notified Belvedere that its custody account
had a negative balance of approximately $6.5 million based on
liabilities related to certain non-Agency mortgage-backed
securities held at Citi.  Belvedere believes that the custodian
will make a claim against Belvedere for payment of the negative
balance.  Belvedere intends to contest such claim.

Anworth said that it is neither a co-party to nor a guarantor of
Belvedere's repurchase agreements or claims against Belvedere.

Anworth further said it will write-off the remainder of
approximately $7 million of its investment in Belvedere during the
fourth quarter ended Dec. 31, 2007.

                    About Anworth Mortgage

Headquartered in Santa Monica, Calif., Anworth Mortgage Asset
Corporation (NYSE:ANH) -- http://www.anworth.com/-- is a mortgage  
real estate investment trust which invests in mortgage assets
including mortgage pass-through certificates, collateralized
mortgage obligations, mortgage loans and other real estate
securities.  Anworth generates income for distribution to
stockholders primarily based on the difference between the yield
on its mortgage assets and the cost of its borrowings.

                  About Belvedere Trust

Belvedere Trust Mortgage Corporation was formed in 2003 to acquire
and own mortgage loans on high-quality, residential homes,
purchased and owned by people with an excellent credit history.  
Belvedere Trust invests in residential mortgage loans and home
equity lines that meet its investment criteria.  The company also
securitizes its mortgage loans as a way of financing them in the
capital markets.

Belvedere Trust invests primarily in jumbo mortgage loans that
finance the more desirable homes in the higher-end of the market
and generally provide attractive returns for its investors.  The
company's portfolio is diversified, consisting of loans of various
types, primarily adjustable-rate mortgages. The loans are located
throughout the United States.

The company is a 100%-owned subsidiary of Anworth Mortgage and is
organized as a real estate investment trust.


BIG FINANCE: Files Schedules of Assets and Liabilities
------------------------------------------------------
BIG Finance and Insurance Services Inc. submitted to the U.S.
Bankruptcy Court for the Central District of California its
schedules of assets and liabilities, disclosing:

   Name of Schedule                   Assets     Liabilities
   ----------------                 ----------   -----------
   A. Real Property                         
   B. Personal Property             $1,000,821
   C. Property Claimed
      as Exempt

   D. Creditors Holding                             $180,000
      Secured Claims
   E. Creditors Holding                              391,337
      Unsecured Priority
      Claims
   F. Creditors Holding                           33,462,813
      Unsecured Nonpriority
      Claims
                                    ----------   -----------
      TOTAL                         $1,000,821   $34,034,150

Laguna Niguel, California-based BIG Finance and Insurance Services
Inc. is a personal credit financial institution.  The Debtor filed
for chapter 11 protection on Oct. 31, 2007 (Bankr. C.D. Calif.
Case No. 07-13634).  Adam M. Starr, Esq., at Greenberg Traurig LLP
represents the Debtor in its restructuring efforts.


BUILDERS FIRSTSOURCE: Secures New $350 Million Debt Facility
------------------------------------------------------------
Builders FirstSource Inc. entered into a new $350 million
revolving credit facility jointly arranged by Wachovia Capital
Markets LLC and UBS Investment Bank with a consortium of banks led
by Wachovia Bank N.A. as Administrative Agent.  Also participating
in the facility was General Electric Capital Corporation.

"We believe this credit facility further enhances our liquidity
and will enable us to better manage our business through the
difficult housing environment," Floyd Sherman, chief executive
officer, said.  "Our current borrowing capacity under the
agreement is approximately $150 million, which coupled with our
cash on hand provides over $250 million of liquidity."

The facility provides for a $350 million revolving credit line
which is available for working capital and general corporate
purposes.  The available borrowing capacity, or borrowing base, is
derived primarily from a percentage of the company's eligible
accounts receivable and inventory, as defined by the agreement.

Direct borrowings under the facility bear interest at a margin
over a base rate or the Eurodollar rate.  Loans are secured by
substantially all assets of the company, accounts receivable and
inventory, and are guaranteed by the company and certain of its
subsidiaries.

The facility, which is scheduled to mature approximately five
years from the execution of the agreement, replaces the company's
existing $110 million long-term revolver, which was scheduled to
mature in February 2010, and its $15 million pre-funded letter of
credit facility, which was scheduled to mature in August 2011.

                   About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc.
(Nasdaq: BLDR) -- http://www.bldr.com/-- is a supplier and  
manufacturer of structural and related building products for
residential new construction.  The company operates in 13 states,
principally in the southern and eastern United States, and has 68
distribution centers and 61 manufacturing facilities, many of
which are located on the same premises as its distribution
facilities.  Manufacturing facilities include plants that
manufacture roof and floor trusses, wall panels, stairs, aluminum
and vinyl windows, custom millwork and pre-hung doors.  Builders
FirstSource also distributes windows, interior and exterior doors,
dimensional lumber and lumber sheet goods, millwork and other
building products.

                           *     *     *

Moody's Investor Service placed Builders FirstSource Inc.'s
probability of default rating at 'B1' in September 2006.  The
rating still hold to date with a negative outlook.


CA INC: Fitch Affirms 'BB+' Issuer Default Rating
-------------------------------------------------
Fitch Ratings has affirmed these ratings of CA, Inc.:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured revolving credit facility at 'BB+';
  -- Senior unsecured debt at 'BB+'.

Additionally, Fitch has revised the Rating Outlook on CA to Stable
from Negative.  Fitch's actions affect approximately $2.8 billion
of total debt, including the company's $1.0 billion RCF.

The Stable Rating Outlook reflects CA's consistent operating and
financial performance and Fitch's expectation that the company
would utilize its financial flexibility provided by excess cash
and free cash flow to finance any intermediate acquisition,
dividends or share buyback activity.  Fitch believes that
significant near-term acquisition activity appears limited given
management's current focus on integrating previous acquisitions
and improving operating efficiency.  Also considered in revising
the Rating Outlook to Stable is CA's successful refinancing and
extension of its RCF to August 2012 and CA's progress in resolving
outstanding accounting issues, including complete resolution of
all material weaknesses.

Positive rating actions could occur if:

  -- No significant capital structure changes occur over the
     next year with a commitment to limit acquisition and share
     buybacks to excess cash on hand and free cash flow;

  -- Credit protection measures trend positively through growth
     in operating profits and/or debt reduction;

  -- CA's recurring revenue model limits the potential
     financial stress from a less favorable macro-economic
     environment, particularly in the U.S., which accounted for
     approximately 54% of the company's total revenue over the
     last twelve months.

Negative rating actions could occur if:

  -- CA's financial performance declines materially in the
     event of an economic downturn in the U.S., particularly
     for the financial services vertical, indicating a less
     resilient business model relative to Fitch's expectations;

  -- Significant debt-financed acquisitions with considerable
     integration risk and/or unrelated to core business.

Ratings concerns center on a slowing and more challenging
mainframe market, the likelihood for additional albeit less
significant restructuring costs, and strong competition from
larger companies with strong financial flexibility.  Fitch
believes the company's lack of participation in the software
industry's ongoing consolidation activity could constrain longer
term revenue growth rates.

The ratings continue to be supported by CA's:

    i) solid recurring revenue profile, driven by the high
       barriers to entry with significant 'switching' costs
       associated with the software industry;

   ii) consistent annual free cash flow approximating $750 million
       to $1 billion; and

  iii) size, diversity, and quality of the company's installed
       base (approximately 98% of Fortune 500) and depth of
       product line.

Credit protection measures remain solid for the rating category
and Fitch expects that they will remain flat over the intermediate
term.  Total debt to cash flow from operations was 2 times for the
latest twelve months ended Sept. 30, 2007, compared to 2.4x for
the fiscal year ended March 31, 2007, and 1.3x for fiscal year
2006.

Fitch believes liquidity at Sept. 30, 2007 was solid and supported
by:

    i) approximately $1.9 billion of cash and cash equivalents
       (approximately 66% overseas);

   ii) $1 billion senior unsecured RCF due August 2012, of which
       approximately $250 million is undrawn and available; and

  iii) aforementioned consistent annual free cash flow.

Free cash flow for fiscal year 2008 ending March 31, 2008 is
anticipated to be adversely impacted by cash restructuring and
higher cash tax payments but should increase going forward as the
company's restructuring initiatives begin to translate into higher
profitability and capital spending on the company's global SAP
implementation trends downward.

Total debt as of Sept. 30, 2007 was approximately $2.6 billion,
consisting primarily of:

    i) $750 million of borrowings outstanding under the company's
       RCF;

   ii) $350 million senior notes due April 2008;

  iii) $460 million convertible senior notes due 2009;

   iv) $500 million senior notes due 2009; and

    v) $500 million senior notes due 2014.


CALPINE CORP: Decreases Exit Facility to $7.6 Billion
-----------------------------------------------------
Calpine Corp. and its debtor-affiliates, and the consortium of
lenders composed of Goldman Sachs Credit Partners L.P., Credit
Suisse, Credit Suisse Securities (USA) LLC, Deutsche Bank
Securities Inc., Deutsche Bank Trust Company Americas, and Morgan
Stanley Senior Funding, Inc., authority from the U.S. Bankruptcy
Court for the Southern District of New York to decrease the
principal amount of the exit facility financing to $7,600,000,000.

The Amended Exit Facility will consist of:

   -- $4,000,000,000 of existing DIP conversion facility,
   -- $2,300,000,000 senior secured Tranche B term loan,
   -- $1,000,000,000 senior secured revolving debt, and
   -- $300,000,000 of bridge loan debt.

The Debtors and the Exit Facility Arrangers also agreed to extend
the time by which the Debtors must close their financing from
January 31 to February 7, 2008.

Richard M. Cieri, Esq., at Kirkland & Ellis, LLP, in New York,
relates that the amendments are a result of arms'-length
negotiations between the Debtors and the Exit Facility Arrangers.  
The Exit Facility Arrangers raised their concerns regarding the
Debtors' ability to meet the closing conditions, including the
financial covenants, under the original $8,000,000,000 Exit
Facility agreement.

Mr. Cieri states that the amendment is necessary given that the
Exit Facility is among the most valuable assets of the Debtors'
estates and is the bedrock on which their Plan of Reorganization
is built.

Mr. Cieri adds that the Amended Exit Facility provides key
benefits to the Debtors, including, giving them additional room
to meet their Consolidated Leverage Ratio, Consolidated Interest
Coverage Ratio, and Consolidated Senior Leverage Ratio tests on a
pro forma basis.

The revisions and clarifications in the Amended Exit Facility
promote covenant compliance, operational flexibility, and
financing stability, both at the Debtors' exit from Chapter 11
and going forward, Mr. Cieri continues.

A copy of the Amended Exit Facility is available for free at:

     http://bankrupt.com/misc/calpine_Dec13ExitFacility.pdf

The Debtors have also sought and obtained the Court's permission
to file under seal an amended Fee Letter, which contains
information regarding the structure and allocation among lenders
and arrangers of the fees relating to the Amended Exit Facility.

The Official Committee of Unsecured Creditors said in a statement
filed with the Court that it supports the approval of the Amended
Exit Facility because it will provide the Debtors with sufficient
financing to emerge from Chapter 11, repay certain prepetition
secured debt and operate their businesses in the ordinary course
post-bankruptcy.

                       About Calpine

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of that Plan has been adjourned to today, Dec. 19,
2007.  (Calpine Bankruptcy News, Issue No. 76; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


CELL THERAPEUTICS: Issues $23.25 Million of New 5.75% Senior Notes
------------------------------------------------------------------
Cell Therapeutics Inc. issued approximately $23.25 million of its
new 5.75% Convertible Senior Notes due 2011 and 5,459,574 shares
of its common stock, no par value in exchange for approximately
$10.5 million of its outstanding 5.75% Convertible Senior
Subordinated Notes due 2008 and approximately $25.6 of its
outstanding 5.75% Convertible Subordinated Notes due 2008.

The New Notes and Common Stock were issued in a private placement
exempt from the registration requirements of the Securities Act of
1933, as amended.  Approximately $19.8 million in Senior
Subordinated Notes and Subordinated Notes remain outstanding and
mature in June 2008.

The New Notes bear interest at 5.75% per annum and are convertible
for shares of CTI common stock at the rate of 333.33 shares per
$1,000 principal amount of New Notes, which is equivalent to an
initial conversion price of approximately $3 per share.  

The New Notes rank equal in right of payment with all existing and
future senior indebtedness of CTI, including the Corporation's
6.75% Convertible Senior Notes due 2010 and 7.5% Convertible
Senior Notes due 2011, and rank senior in right of payment to the
corporation's outstanding Senior Subordinated Notes, Subordinated
Notes and 4% Convertible Senior Subordinated Notes due 2010.

                   About Cell Therapeutics

Based in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC) --
http://cticseattle.com/-- is a biopharmaceutical company
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Cell Therapeutics Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $84.9 million in total assets,
$180.8 million in total liabilities, and 149,000 in minority
interest in subsidiary, resulting in a $119.3 million total
shareholders' deficit.


CENTRIX FINANCIAL: Disclosure Statement Hearing Set for January 9
-----------------------------------------------------------------
The Hon. Elizabeth E. Brown of the U.S. Bankruptcy Court for the
District of Colorado set hearing at 1:30 p.m., on Jan. 9, 2008, to
consider the adequacy of the Disclosure Statement explaining the
Liquidating Chapter 11 Plan filed by Centrix Financial, LLC, and
its debtor-affiliates and the Official Committee of Unsecured
Creditors.

Under the Plan, Administrative Tax Claims totaling $3.3 million
and Priority Tax Claims totaling $13,000 will be paid in full.

The Debtors disclose that along with the Committee, they have
identified potential claims in excess of $100 million against the
Debtors' former CEO, Robert Sutton, and various other parties,
based among other things on fraud and breach of duty to Debtors
and their creditors.  The Plan Proponents say that the claims
against Sutton and other non-debtor insiders and entities are
critical assets of the Debtors' estates since they will be used to
pay unsecured claims.

Holders of Subordinated Claims, the Plan Proponents say, will
receive nothing under the Plan.  On the effective date, equity
interests will be terminated and cancelled and holders will not
receive anything under the Plan.

Headquartered in Reno, Nevada, Centrix Financial LLC provides
subprime auto loans.  Centrix and its affiliates filed separate
Chapter 11 petitions on Sept. 19, 2006 (Bankr. Dist. Nev. Lead
Case No. 06-50631).  CMGN LLC, one of the affiliates, filed its
Chapter 11 petition on Sept. 4, 2006 (Bankr. Dist. Nev. Case
No:06-50631).

Three of Centrix Financial's creditors, IFC Credit Corporation,
Suntrust Leasing, and Wells Fargo Equipment Finance, had filed
involuntary chapter 11 petition against the Debtors on Sept. 15,
2006 (Bankr. Dist. Colo. Case No. 06-16403).  The Creditors assert
they are owed more than $4.6 million.  Lee M. Kutner, Esq., at
Kutner Miller, P.C., and David von Gunten, Esq., at Von Gunten Law
LLC, represent the creditor petitioners.  The Debtors' cases has
been consolidated and transferred on Sept. 27, 2006 (Bankr. Dist.
Colo. Lead Case No. 06-16403).

Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and Sean T. Cork,
Esq., at Squire, Sanders & Dempsey, L.L.P.; and Lawrence Bass,
Esq., and Elizabeth K. Flaagan, Esq., at Holme Roberts & Owen LLP,
represent the Debtors.  The Official Committee of Unsecured
Creditors is represented by Douglas W. Jessop, Esq., and Kerstin
E. Kass, Esq., at Jessop & Company, P.C., and Michael P. Richman,
Esq., at Foley & Lardner LLP.

Kurtzman Carson Consultants LLC is the Debtors' claims agent.  In
schedules filed with the Court, Centrix Financial disclosed total
assets of $23,928,171 and total debts of $109,189,359.


CHESAPEAKE ENERGY: Moody's Cuts Unsecured Note's Ratings to Ba3
---------------------------------------------------------------
Moody's Investors Service reduced Chesapeake Energy's senior
unsecured note ratings from Ba2 (LGD 4; 60%) to Ba3 (LGD 4; 61%)
and confirmed its Ba2 corporate family, Baa3 hedge facility, and
Ba2 probability of default ratings.  Moody's also assigned a
negative rating outlook and reduced the speculative grade
liquidity rating from SGL-2 to SGL-3, pending review of CHK's
year-end 2007 SFAS 69 data, operating trends at the time, and the
evolving nature of its asset monetization activity.  Execution of
CHK's asset monetizations may move the liquidity rating back to
SGL-2.  These actions conclude a review for downgrade begun
November 20, 2007.

Natural gas focused CHK is the largest independent U.S. natural
gas producer and third largest overall.  The CFR confirmation
stems from its particularly large reserve and acreage scale;
multiple core basin diversification and intensity; widely
diversified geologic risk; production growth trajectory, up by
over 22% since fourth quarter 2006, and large visible drilling
inventory across the sophisticated-to-low risk spectrum; a durable
reserve life; production risk diversified across 37,500 producing
wells; and supportive, though more moderate, natural gas prices.  
CHK continues its pattern of inducing conversion of convertible
securities with its conversion of two series of convertible
preferred stock to common.  Since we assign a 50% debt basket to
its cumulative preferred stock, that particular conversion reduces
adjusted debt.

However, ratings caution and the negative outlook results from
CHK's multiple year ongoing surge in front end capital spending
and debt relative to productive assets, at a time of reduced
sector margins, and move to secured debt and asset backed funding
to close the cash flow shortfall.  Substantial hedge monetizations
from fourth quarter 2006 through 2007 prevented leverage from
being higher still.  The negative outlook also reflects that much
of its asset monetization and debt reduction plan appears, in
Moody's view, to be debt or debt-like in nature, and that the
operating cash flow shortfall after capital spending will remain
high through 2009.  CHK will monetize producing assets to fund
very heavy growth capital spending.

The reduced Ba3 note rating reflects expected sustained
contractual subordination of the senior unsecured notes sufficient
to notch the notes below the CFR under Moody's Loss Given Default
notching methodology.  The driver of rising contractual
subordination has been a second half 2007 surge in secured bank
revolver debt to fund capital spending well in excess of cash
flow, with this pressure likely to continue through 2009, as well
as CHK's expansion of its secured revolver to $3 billion.  
Depending on their terms and degree of debt characteristics,
planned asset monetizations may or may not reduce contractual
subordination, and they may remain in adjusted debt and leverage.

CHK believes it holds a ten-year drilling inventory, assuming
supportive natural gas and oil prices.  CHK holds 12.5 million net
acres of leasehold interests and its operations span most of the
conventional and unconventional producing regions in the onshore
lower 48 states, excluding the Rocky Mountains and points west.  
CHK holds leading positions in the Mid-Continent, Fort Worth
Barnett Shale, Appalachia, Ark-La-Tex, Permian and Delaware
Basins, and the Fayetteville Shale.

In the past, one hallmark of CHK's funding strategy was its
frequent refinancing of secured revolver debt with senior
unsecured notes, convertible notes, and preferred and common
stock.  CHK's decision to cease tapping those markets for the
foreseeable future brings a large shift in the proportion of
secured versus unsecured debt, amply sufficient under LGD to notch
the notes under the CFR.  CHK intends to reduce a substantial
proportion of secured debt with proceeds from asset monetizations
though the pace and scale of that activity currently does not
appear sufficient to stave off a notching of the notes.  To the
degree secured debt is brought back to historic much lower levels,
the ratings notch could be removed to place the note rating at the
then existing CFR.

CHK is simultaneously sustaining a heavy capital program to meet
organic growth targets conveyed to the market and a heavy multi-
year acquisition program that, in recent years, contained a large
proportion of high cost undeveloped and unproven acreage needing
proportionally heavy investment several years before it can be
proportionally productive.  It also holds significant risk until
sound productivity and full-cycle economics are assured.  While
the spending rate may arise from a desire to accelerate conversion
of unproven acreage to production, it may also be due in part to
mandatory spending deadlines in acquired acreage governing when
CHK's activity must begin.

Aggressive spending momentum continues in fourth quarter 2007.  
Though the pace of acquisitions is slowing, CHK spent over
$1.8 billion in the first nine months of 2007 to acquire unproven
acreage and over $700 million for proven reserves.  This excludes
2007 organic capital outlays and a pending Barnett Shale
acquisition of 2,000 net lease acres.

CHK's balance sheet debt and adjusted debt escalated substantially
faster than did funded proven developed  reserves, total reserves,
and production to ranges well exceeding expectations for a Ba2
issuer.  Leverage on PD reserves rose from slightly over $8/boe at
year-end 2005, to over $9/boe for 2006, and to the $11/boe range
on fourth quarter debt and September 30, 2007 PD reserves.

Adjusted debt plus future FAS 69 capital spending to bring proven
non-producing reserves to production rose from the $9/boe range on
2005 proven reserves to well over $11/boe on Sept. 30, 2007 total
reserves.  Leverage on production rose substantially as well,
while cash margins declined.

Between year-end 2006 and September 30, 2007, balance sheet debt
rose by roughly $3.5 billion and balance sheet debt plus
capitalized leases increased approximately $4.0 billion.  The
combination of preferred stock, balance sheet debt, and moved from
$9.9 billion at year-end 2006 to $13.9 billion by September 30,
2007. CHK's third quarter 2007 10-Q indicates that revolver
borrowings had risen substantially again in fourth quarter 2007,
dampening the impact of preferred stock conversions to common.

The lowering of the liquidity rating from SGL-2 to SGL-3 reflects
expected much higher revolver usage than in the past with $7
billion in 2008 capital spending and acquisitions expected versus
an estimated roughly $5.5 billion in operating cash flow.  Undrawn
liquidity under the current revolver could be limited if CHK were
unable to reduce bank borrowings with sufficient proceeds from its
production monetization, debt proceeds from a potential private
midstream MLP, and other possible cash generating activities.
Should CHK's full asset monetization program proceed in 2008,
Moody's believes that it would still carry secured revolver debt
much higher than in the past.

As back-up liquidity support, Moody's notes that a substantial
minority proportion of CHK's reserve base has not yet been pledged
to lenders and, subject to a current approximately $3.5 billion
secured debt cap in its note indentures, would be available to
support additional borrowings.  Moody's also believes CHK has
flexibility to materially reduce its capital spending program
should it chose to do so.

Conversely, the ratings could be stabilized if CHK is able to
bring leverage to levels more compatible with the Ba2 rating and
is able to continue generating robust production growth at
competitive costs.  However, the ratings could be further
pressured if CHK is unable to reduce leverage on reserves from
currently very high levels or if it demonstrates substantial
erosion in cash margin coverage of its reserve replacement cost
pattern.

Chesapeake Energy is headquartered in Oklahoma City, Oklahoma.

Approximately $840 million of debt securities affected.


CHICAGO H&S: Committee Can Hire Polsinelli Shalton as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Chicago H&S Hotel
Property LLC obtained permission from the U.S. Bankruptcy Court
for the Northern District of Illinois to employ Polsinelli Shalton
Flanigan Suelthaus P.C. as its bankruptcy counsel.

Polsinelli Shalton is expected to:

    a. provide the Committee advice regarding its rights, duties
       and powers as an official committee of unsecured creditors;

    b. assist the Committee in the administration of the Chapter
       11 Case and the exercise of oversight with respect to the
       Debtor's affairs including all issues from the Debtor's
       business and its relationship with the secured and
       unsecured creditors of its estate;

    c. appearances at Court and at statutory meetings of creditors
       to represent the interests of the Committee;

    d. provide the Committee advice regarding terms, conditions
       and documentation of financing agreements, cash collateral
       motions and orders, other motions and orders and related
       transactions;

    e. provide the Committee advice in connection with and
       participate in the and participate in the formulation,
       negotiation, drafting and promulgation of any potential
       sale of assets or businesses;

    f. investigate of the nature and validity of liens asserted
       against Debtor's assets and to advise the Committee
       concerning the enforceability of said liens;

    g. investigate of and provide advice to the Committee with
       respect to the taking of such actions as may be necessary
       to collect and, in accordance with the applicable law,
       recover property for the benefit of the estates;

    h. prepare and submit on behalf of the Committee of, among
       other things, various applications, motions, pleadings,
       orders, notices, schedules and other legal papers to be
       prepared and submitted in this case, and to review the
       financial and other reports filed herein;

    i. provide the Committee advice concerning and to prepare
       responses to applications, motions, pleadings, notices and
       other documents which may be filed and served herein;

    j. provide counsel to the Committee in connection with and
       participate in the formulation, negotiation, drafting and
       promulgation of a plan or plans of reorganization and
       related documents;

    k. review pending and other litigation and evaluate and advise
       the Committee concerning appropriate actions to be taken
       under the circumstances; and

    l. represent the Committee, and perform all other legal
       services for the Committee that may be necessary, in
       connection with the Debtor's bankruptcy proceeding.

The Committee tells the Court that professionals of the firm will
bill at these rates:

      Designation                        Hourly Rate
      -----------                        -----------
      Partners and Counsel               $275 - $400
      Associates                         $175 - $220
      Paraprofessionals                   $90 - $100

To the best of the Committee's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

       Gregory J. Jordan, Esq.
       Polsinelli Shalton Flanigan Suelthaus PC
       180 North Stetson Avenue, Suite 4525
       Chicago, IL 60601
       Tel: (312) 873-3626
       Fax: (312) 819-1910
       http://www.polsinelli.com/

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.  The Official Committee of
Unsecured Creditors in the Debtor's case chose Polsinelli Shalton
Flanigan Suelthaus P.C. as their counsel.  The Debtor's schedules
reflect total assets of $133,553,529, and total liabilities of
$106,862,713.


CHL MORTGAGE: Moody's Cuts Ratings Due to Delinquency
-----------------------------------------------------
Moody's Investors Service has downgraded the ratings of thirty two
tranches and has placed under review for possible downgrade the
ratings of ten tranches from four transactions issued by CHL
Mortgage Pass-Through Trust in 2006.  One downgraded tranche
remains 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: CHL Mortgage Pass-Through Trust 2006-3

   -- Cl. 1-M-2 Currently Aa3 on review for possible downgrade,
   -- Cl. 1-M-3, Downgraded to A3, previously A2,
   -- Cl. 1-M-4, Downgraded to Baa2, previously A3,
   -- Cl. 1-M-5, Downgraded to Ba1, previously Baa1,
   -- Cl. 1-M-6, Downgraded to B1, previously Baa3,
   -- Cl. 2-M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. 2-M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. 2-M-4, Downgraded to Baa2, previously A2,
   -- Cl. 2-M-5, Downgraded to Ba1, previously A3,
   -- Cl. 2-M-6, Downgraded to B1, previously Baa1,
   -- Cl. 2-M-7, Downgraded to Caa2, previously Baa3,
   -- Cl. 3-M-1 Currently Aa2 on review for possible downgrade
   -- Cl. 3-M-2 Currently Aa3 on review for possible downgrade,
   -- Cl. 3-M-3, Downgraded to Baa1, previously A1,
   -- Cl. 3-M-4, Downgraded to Ba3, previously A3,
   -- Cl. 3-M-5, Downgraded to Caa2, previously Baa1,
   -- Cl. 3-M-6, Downgraded to Ca, previously Baa3,


Issuer: CHL Mortgage Pass-Through Trust 2006-OA1

   -- Cl. M-3 Currently Aa3 on review for possible downgrade,

   -- Cl. M-4, Downgraded to A3, previously A1,

   -- Cl. M-5, Downgraded to Baa2, previously A2,

   -- Cl. M-6, Downgraded to Baa3, previously A2,

   -- Cl. M-7, Downgraded to Ba2, previously A3,

   -- Cl. M-8, Downgraded to Ba3, previously Baa1,

   -- Cl. M-9, Downgraded to B3 on review for possible further
      downgrade, previously Baa2,

   -- Cl. B-1, Downgraded to Caa2, previously Ba1,


Issuer: CHL Mortgage Pass-Through Trust 2006-OA4

   -- Cl. M-4 Currently Aa3 on review for possible downgrade,
   -- Cl. M-5, Downgraded to A2, previously A1,
   -- Cl. M-6, Downgraded to Baa1, previously A2,
   -- Cl. M-7, Downgraded to Ba1, previously Baa1,
   -- Cl. M-8, Downgraded to Ba2, previously Baa3,
   -- Cl. M-9, Downgraded to Caa1, previously Ba2,


Issuer: CHL Mortgage Pass-Through Trust, Series 2006-OA5

  -- Cl. I-M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. I-M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. I-M-4, Downgraded to Ba1, previously A2,
  -- Cl. I-M-5, Downgraded to Ba2, previously A3,
  -- Cl. I-M-6, Downgraded to Caa1, previously Baa2,
  -- Cl. I-M-7, Downgraded to Ca, previously Baa3,
  -- Cl. II-M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. II-M-4, Downgraded to A2, previously A1,
  -- Cl. II-M-5, Downgraded to Baa2, previously A2,
  -- Cl. II-M-6, Downgraded to Baa3, previously A3,
  -- Cl. II-M-7, Downgraded to B1, previously Baa2.


CHRYSLER LLC: In Talks with Nissan Motor on Bilateral Supply Deal
-----------------------------------------------------------------
Chrysler LLC is discussing terms of a bilateral supply deal with
Nissan Motor Co., various sources say citing Japanese newspaper
Nikkei.  Chrysler is keen on distributing Nissan's compact cars
and Nissan wants access to Chrysler's medium and large-sized
vehicles.

Papers relate that the carmakers are reportedly negotiating prices
and model types to be manufactured.

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Chrysler LLC dealers delivered 161,088 new vehicles to U.S.
customers in November 2007, down 2% compared with a year ago.

Chrysler brand car sales were led by the Sebring Convertible,
which increased sales to 2,039 units compared with 195 units a
year ago, up 946%.  Chrysler Town & Country sales rose 10% to
12,629 units versus November 2006 with 11,507 units.

High fuel prices impacted Jeep(R) brand results, down 2% versus
November of last year.  Large SUVs saw the greatest impact with
Jeep(R) Commander down 45% at 4,391 units versus November 2006.

Dodge brand car sales increased 75% over last year by steady sales
of the Dodge Charger with 10,341 units delivered.

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

                          *     *     *

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


CLEAR CHANNEL: Launches Tender Offer for $750 Mil. of Sr. Notes
---------------------------------------------------------------
Clear Channel Communications Inc. has commenced a cash tender
offer and consent solicitation for its outstanding $750 million
principal amount of the 7.65% Senior Notes due 2010 (CUSIP No.
184502AK8).

Clear Channel also disclosed that its subsidiary, AMFM Operating
Inc., has commenced a cash tender offer and consent solicitation
for the outstanding $644.86 million principal amount of the 8%
Senior Notes due 2008 (CUSIP No. 158916AL0).
The CCU Tender Offer and the AMFM Tender Offer were made in
connection with the merger with BT Triple Crown Merger Co., Inc.

The completion of the merger and the related debt financings were
not subject to, or conditioned upon, the completion of the tender
offers or the related consent solicitations or the adoption of the
proposed amendments with respect to any notes contemplated by the
CCU Offer to purchase and the AMFM offer to Purchase.

The total consideration for each $1,000 principal amount of CCU
Notes and AMFM Notes validly tendered and accepted for purchase by
Clear Channel or AMFM, as applicable, pursuant to the applicable
offer to purchase will be the price equal to:

   (i) the sum of:

       (a) the present value, determined in accordance with
           standard market practice, on the scheduled payment
           date of $1,000 on the maturity date for the
           applicable Notes; plus

       (b) the present value on the scheduled payment date of
           the interest that would be payable on, or accrue
           from, the last interest payment date prior to the
           scheduled payment until the applicable maturity date
           for such Notes, in each case determined on the basis
           of a yield to such maturity date equal to the sum
           of:

           (A) the yield to maturity on the U.S. Treasury
               Security specified as calculated by Citi, as
               lead dealer manager, in accordance with standard
               market practice, based on the bid-side price of
               such reference security as of 2:00 p.m., New
               York City time on the second business day
               immediately preceding the applicable tender
               offer expiration date for the applicable Notes,
               which, for both the CCU Notes and the AMFM Notes
               is expected to be Jan. 14, 2008, unless modified
               by Clear Channel or AMFM, as applicable, in its
               sole discretion, as displayed on the page of the
               Bloomberg Government Pricing Monitor or any
               recognized quotation source selected by Citi, in
               its sole discretion if the Bloomberg Government
               Pricing Monitor is not available or is
               manifestly erroneous; plus

           (B) the applicable spread, minus

  (ii) accrued and unpaid interest to the scheduled payment
       date.

Other information on the tender offer include:

   a) CUSIP No.: 184502AK8
      Issuer and Security Description: Clear Channel 7.65%     
                                       Senior Notes due 2010
      Maturity Date: Sept. 15, 2010
      Applicable Spread: 350 bps
      Reference Security: 3.875% UST due Sept. 15, 2010
      Applicable Bloomberg Page: PX5

   b) CUSIP No.: 158916AL0
      Issuer and Security Description: AMFM* 8% Senior Notes
                                       due 2008
      Maturity Date: Nov. 1, 2008
      Applicable Spread: 75 bps
      Reference Security: 4.875% UST due 10/31/2008
      Applicable Bloomberg Page: PX3

* AMFM Operating Inc. as successor to Chancellor Media Corporation
of Los Angeles, as Issuer.

The total consideration includes a consent payment of $30 per
$1,000 principal amount of the Notes tendered which will be
payable only in respect of the Notes purchased that were tendered
on or prior to the applicable consent payment deadline.

Holders who tender their Notes after the consent payment deadline
will not be eligible to receive the consent payment and will
receive the applicable total consideration less the consent
payment.  The consent payment deadline for both the CCU Notes and
the AMFM Notes is 5:00 p.m. New York City time, on Dec. 31, 2007,
unless, in either case, earlier terminated or extended.

Both Tender Offers will expire at 8:00 a.m., New York City time,
on Jan. 16, 2008, unless, in either case, earlier terminated or
extended.  In conjunction with the tender offers, Clear Channel
and AMFM were also soliciting consents from the holders of their
respective Notes to effect amendments to eliminate substantially
all of the restrictive covenants and the covenants regarding
mergers and consolidations, eliminate certain events of default,
and modify or eliminate certain other provisions, including
certain provisions relating to defeasance.

If adopted, the proposed amendments in connection with the CCU
Tender Offer will not amend any of the terms of any of Clear
Channel's securities other than the CCU Notes.  A holder cannot
tender its Notes without delivering a corresponding consent or
vice versa.  The proposed amendments to notes and provisions of
the indenture applicable to the Notes are subject to consents from
holders of a majority of the outstanding principal amount of the
applicable Notes.

Tendered Notes, including the related consents, may be withdrawn
at any time prior to Dec. 31, 2007, but not thereafter in the case
of the CCU Notes and at any time prior to the receipt of the
requisite consents and the execution of the applicable
supplemental indenture, but not thereafter in the case of the AMFM
Notes.

Each of the tender offers is conditioned upon the consummation of
the merger and the satisfaction of certain other customary
conditions.  The completion of the CCU Tender Offer is not
conditioned upon the receipt of the requisite consents or the
adoption of the proposed amendments.  The AMFM tender offer is
conditioned upon the receipt of the requisite consents.

If any of the conditions are not satisfied or waived, CCU and AMFM
are not obligated to accept for payment, purchase or pay for, and
may delay the acceptance for payment of, any tendered notes, and
may even terminate the tender offers.  

Clear Channel has retained Citi to act as the lead dealer manager
for the tender offers and lead solicitation agent for the consent
solicitations and Deutsche Bank Securities Inc. and Morgan Stanley
& Co. Incorporated to act as co-dealer managers for the tender
offers and co-solicitation agents for the consent solicitations.

Global Bondholder Services Corporation is the Information Agent
for the tender offers and the consent solicitations.  Questions
regarding the transaction should be directed to Citi at (800) 558-
3745 (toll-free) or (212) 723-6106 (collect).  Requests for
documentation should be directed to Global Bondholder Services
Corporation at (212)430-3774 (for banks and brokers only) or (866)
924-2200 (for all others toll-free).

              About Clear Channel Communications

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

                          *     *     *

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


CLEVELAND ATHLETIC: Club Members Give Thumbs Up on Ch. 11 Filing
----------------------------------------------------------------
Local members of the Cleveland Athletic Club expressed support of
the Club's plan to file for Chapter 11 reorganization, Jay Miller
of Crain's Cleveland Business reports.

According to Crain's Cleveland, the Club has already arranged a
new leasing agreement with the Club's building owner, Eli Mann.  
Crain's further relates that a debtor-in-possession financing plan
is in the works.

Based in Cleveland, Ohio, Cleveland Athletic Club --
http://www.clevelandathleticclub.com/-- is the city's premier and  
complete athletic, social, business and family private club since
1908.  The Club offers members 10 stories of facilities in which
to exercise, relax with friends and family, attend social events,
and entertain guests and business associates.


COMPTON PETROLEUM: Mulls Strategic Options for Shareholder Benefit
------------------------------------------------------------------
Compton Petroleum Corporation will be disclosing its plans for
2008, including budgeted expenditures, drilling programs and
projected production targets for the year, in early January 2008.

On Dec. 14, 2007, a significant shareholder representing 19.8% of
the shares outstanding, made a regulatory filing in the United
States which included, among other topics, a statement that in its
view Compton's common shares are trading at a significant discount
to the shareholder's perception of the company's net asset value,
and a request of Compton's Board of Directors to consider
strategic alternatives to bridge this gap.  The Board will, on
behalf of all shareholders, fully consider this filing.

The current business environment for Compton and the Canadian
natural gas industry at large is challenging to say the least.  
Compton's current share price reflects the depressed state of the
natural gas industry, particularly in Alberta, resulting from:

   (a) low natural gas prices,

   (b) the rapid appreciation of the Canadian dollar,

   (c) the high cost structure of the basin, and

   (d) regulatory issues including uncertainties relating to the
       proposed new Crown royalty structure in Alberta.

Given these cyclical bearish factors and the upcoming release of
the company's 2007 year end reserve report and audited financial
statements, the Board and Management are puzzled by the
shareholder's request and particularly with its timing.

While 2007 has been a difficult operating year for the industry in
general, Compton has been successful on a number of fronts.  The
company will have completed a successful drilling program,
drilling approximately 340 wells during the year, including
several promising exploration successes, and expect to meet its
2007 production targets.  Compton concluded the sale of several
properties, including the major sale of the Worsley oil field, for
proceeds in excess of $300 million with the intention of
redeploying the proceeds into our large natural gas resource
plays.

There has been considerable change in 2007 from the company's
operational activities to the external business environment.  
These will be reflected in its two principal year-end reports.  
Within the next two months we will receive the report of the
company's independent reserves evaluator, Netherland Sewell &
Associates Inc., which will provide in depth detail on the value
of its reserves.  Within the next three months Compton will also
be issuing its audited financial statements.

The company remains bullish on the outlook for natural gas and are
confident that its longer term strategy is sound and achievable.  
In essence, the company's strategy is to accelerate the drilling
of its large inventory of natural gas reserves and convert them to
incremental production volumes.  Management believes Compton's
solid reserve base, extensive land position, large inventory of
drilling prospects, and projected growth for 2008 bode well.  The
implementation of its strategy continues to be a dynamic process
as the company must constantly respond to factors beyond its
control.

The Board together with Management reviews, on a regular basis,
options available to best create value for all of its
shareholders.  The Board, management and most of its employees
have a significant investment in Compton owning approximately
10.2% of the outstanding shares (14.5% fully diluted).

While Compton is opportunity rich, the Board must endeavor to
capitalize on these opportunities in a timely fashion.  The Board
continues to review Compton's competitive position and will take
appropriate steps to ensure its actions will be in the best
interest of all shareholders.

Compton looks forward to disclosing its 2008 plans in early
January including the economics of its plays and its ability to
execute on these plans.

                     About Compton Petroleum

Based in Calgary, Alberta, Compton Petroleum Corporation (TSX:
CMT)(NYSE:CMZ) -- http://www.comptonpetroleum.com/-- is engaged    
in the exploration, development, and production of natural gas,
natural gas liquids, and crude oil in the Western Canada
Sedimentary Basin.  The company is a wholly-owed subsidiary of
Compton Petroleum Acquisition Limited.

                         *     *     *

Moody's Investors Service changed Compton Petroleum Corporation's
rating outlook to negative from stable on July 2007.  Moody's
placed the company's corporate family rating at B1 and senior
unsecured note rating at B2.


CONSTELLATION BRANDS: Completes $885MM Buyout of Fortune Brands
---------------------------------------------------------------
Constellation Brands Inc. has completed the acquisition of the
Fortune Brands Inc. U.S. wine portfolio for a purchase price of
$885 million, subject to closing adjustments.

As reported in the Troubled Company Reporter on Nov. 14, 2007,
Constellation Brands Inc. and Fortune Brands Inc. have entered
into an agreement under which Constellation would acquire
Fortune's U.S. wine business.

The acquisition includes fine wines such as Clos du Bois, Wild
Horse, Geyser Peak and others, well as five wineries and vineyards
in some of California's wine growing regions, and an experienced
team of wine business professionals.

"This acquisition is another significant step to expand our
excellent portfolio of fine wine in the fast-growing super-premium
and luxury segments of the U.S. market," Rob Sands, Constellation
Brands president and chief executive officer, stated.  "We are
pleased that we have been able to take advantage of this
opportunity to strengthen our position as the premium wine leader
in the U.S. marketplace and improve our ability to meet wine
trade-up consumer trends."

In connection with this acquisition, Constellation financed the
transaction using net proceeds from its Dec. 5, 2007, sale of
$500 million 8-3/8% Senior Notes due 2014 together with borrowings
under the revolving portion of the company's senior credit
facility.

Constellation is formulating an integration plan for the acquired
assets and will disclose details when the plan is finalized.

                 About Constellation Brands

Headquartered in Fairport, New York, Constellation Brands Inc.
(NYSE:STZ) -- http://www.cbrands.com/-- is a producer and
marketer of beverage alcohol in the wine, spirits and imported
beer categories, with market presence in the U.S., Canada, U.K.,
Australia and New Zealand.  The company has more than 250 brands
in its portfolio, sales in 150 countries and operates
approximately 60 wineries, distilleries and distribution
facilities.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Fitch Ratings assigned a 'BB-' rating to a note registered by
Constellation Brands Inc. to fund the purchase price of Beam Wine
Estates Inc., a subsidiary of Fortune Brands Inc: $500 million
8.375% senior unsecured note due Dec. 15, 2014.  The rating
outlook is Negative.


CORPUS CHRISTI: Court Approves Thompson & Knight as Counsel
-----------------------------------------------------------
Corpus Christi Resources LLC obtained permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Thompson & Knight LLP as its bankruptcy counsel.

Thompson & Knight will:

    a. advise the Debtor with respect to its rights, duties and
       powers in its bankruptcy proceeding;

    b. assist and advise the Debtor relative to its administration
       of its case;

    c. assist the Debtor in analyzing the claims of the creditors
       and in negotiating with these creditors;

    d. assist the Debtor in the analysis of and negotiations with
       any third party concerning matters related to, among other
       things, the terms of its plan of reorganization;

    e. represent the Debtor at all hearings and other proceedings;

    f. review and analyze all applications, orders, statements of
       operations and schedules filed with the Court and advise
       the Debtor as to its property;

    g. assist the Debtor in preparing pleadings and applications .
       as may be necessary in furtherance of the Debtor's
       interests and objections; and

    h. perform other legal services as may be required and are
       deemed to be in the interest of the Debtor in accordance
       with the Debtor's powers and duties as set forth in the
       Bankruptcy Code.

The Debtor disclosed that the firm has agreed to a flat fee of
$55,000.

The firm can be reached through:

             Rhett G. Campbell, Esq.
             Thompson & Knight LLP
             333 Clay Street, Suite 3300
             Houston, TX  77002
             Tel: (713) 653-8660
             Fax: (832) 397-8260
             http://www.tklaw.com/

Based in Corpus Christi, Texas, Corpus Christi Resources LLC, is a
privately owned real estate development company that seeks to
develop raw land and to remediate property in New York.  The
company filed for Chapter 11 protection on Oct. 29, 2007 (Bankr.
S.D. Tex. Case No. 07-20576).  When it filed for bankruptcy, the
company disclosed estimated assets of less than $10,000 but
disclosed estimated debts between $1 million and $100 million.
The Debtor's list of its five largest unsecured creditors showed
claims aggregating to more than $15 million.


CORPUS CHRISTI: Liberty Trust to Own 80% of Equity Under Plan
-------------------------------------------------------------
Corpus Christi Resources LLC submitted to the U.S. Bankruptcy
Court for the Southern District of Texas its plan of
reorganization and disclosure statement.

                       Treatment of Claims

The plan provides for Liberty Trust to loan up to $8.8 million to
the Debtor and make a capital contribution of $25,000 in exchange
for 80% of the Debtor's equity.  The proceeds of the loan will be
used to pay claims and to remediate and develop the property at
200 Morgan Avenue in Brooklyn, New York.

Included in the claims is $100,000 to be paid to the New York
State Department of Environmental Conservation in connection with
the assumption of a settlement agreement regarding the remediation
of the 200 Morgan Avenue property.

On the effective date, the reorganized Debtor will issue and
assign to Liberty Trust membership units, after which, Liberty
Trust will own 80% of the reorganized Debtor and the Tree of Life
Trust will own the remaining 20%.

Further, the Debtor will assume certain executory contracts and
unexpired leases.

The Debtor will pay anticipated post-confirmation expenses through
closure of the chapter 11 case, including U.S. Trustee fees and
professional fees.

According to the Debtor, under a settlement agreement, the New
York State Department of Environmental Conservation has agreed to
receive a cash payment of $100,000 upon the Debtor's completion of
the environmental clean up of 200 Morgan Avenue property.  The
Debtor relates that it has agreed to pay the full $100,000 under
the settlement agreement.  However, disregarding the settlement,
NYS DEC's secured claims as of the confirmation date is
approximately $633,448.

Secured Ad Valorem Property Tax Claims are taxes owed to the New
York City Department of Finance and the NYCTL 1996-1 and 1998-2
Trusts.  Under the Plan, holders will receive 1% of their claims,
specifically:

  Holder of Claim          Claim Amount       Amount to be Paid
  ---------------          ------------       -----------------
  NYC Dept. of Finance     $475,000                      $4,750

  NYCTL 1996-1 and         $4,000,000                   $40,000
  1998-2 Trusts

Bryant Plaza LLC's secured claims under the first, second and
third mortgage, are secured by 200 Morgan Avenue.  The Debtor says
that since the collateral value of the property is $0, Bryant's
claim is treated as an unsecured claim.  Under the plan, unsecured
creditors will be paid 1% of their claims.  Specifically:

  Holder of Claim          Claim Amount       Amount to be Paid
  ---------------          ------------       -----------------
  Bryant Plaza LLC         $924,000                      $9,240
  Bryant Plaza LLC         $2,885,000                   $28,850
  Bryant Plaza LLC         $4,501,120                   $45,011
  Treasury Bldg. LLC       $5,450,000                   $54,500

Based in Corpus Christi, Texas, Corpus Christi Resources LLC, is a
privately owned real estate development company that seeks to
develop raw land and to remediate property in New York.  The
company filed for Chapter 11 protection on Oct. 29, 2007 (Bankr.
S.D. Tex. Case No. 07-20576).  When it filed for bankruptcy, the
company disclosed estimated assets of less than $10,000 but
disclosed estimated debts between $1 million and $100 million.
The Debtor's list of its five largest unsecured creditors showed
claims aggregating to more than $15 million.


CSFB ABS: S&P Downgrades Ratings on Four Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage pass-through certificates from CSFB ABS
Trust's series 2002-HE4 and 2002-HE11.  Furthermore, S&P affirmed
its ratings on eight other classes from these transactions.

The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, which has reduced
overcollateralization.  Loan groups 1 and 2 from series 2002-HE4
support classes B, M-2, and M-1 and have suffered realized losses
that have reduced O/C to $2,289,122, below its target of
$4,425,000.  Loan group 3 from series 2002-HE4 supports classes B-
F, M-F-2, M-F-1, and A-F and has suffered losses that have
completely depleted O/C, versus a target of $642,971.  As a
result, class B-F suffered a realized principal loss of $19,411.13
during the November 2007 remittance period.  Finally, series 2002-
HE11 has suffered losses that have completely depleted its O/C,
versus a target of $2,575,000, causing a realized principal loss
of $97,676.42 for class B-1 in November 2007.

These transactions have sizable loan amounts that are severely
delinquent (90-plus days, foreclosures, and REOs), which suggests
that the unfavorable performance trends are likely to continue.  
Loan groups 1 and 2 from series 2002-HE4 have severe delinquencies
totaling $8.299 million, which is 19% of the current pool balance;
loan group 3 from series 2002-HE4 has severe delinquencies of
$1.798 million, which is 12.6% of the current pool balance; and
series 2002-HE11 has severe delinquencies of $4.940 million, which
is 18.13% of the current pool balance.

The affirmations reflect both current and projected credit support
percentages that meet or exceed the loss coverage levels for the
current ratings.

Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Furthermore, three certificates
have additional support from a bond insurance policy issued by
Financial Security Assurance Inc. ('AAA' financial strength
rating).  The affirmations on the bond-insured classes are based
on the financial strength of Financial Security Assurance.  The
collateral for these series consists of conventional fixed- and
adjustable-rate, fully amortizing and balloon first-lien mortgage
loans with original terms to maturity of no more than 30 years.

                          Ratings Lowered

                          CSFB ABS Trust
                    Pass-through certificates

                                       Rating
                                       -------
            Series       Class      To          From
            ------       -----      --          ----
            2002-HE4     M-2        BB          BBB-
            2002-HE4     B          B           BB
            2002-HE4     B-F        D           CCC
            2002-HE11    B-1        D           CCC


                        Ratings Affirmed
    
                        CSFB ABS Trust
                  Pass-through certificates


      Series           Class              Rating
      ------           -----              ------
      2002-HE4         A-F*               AAA
      2002-HE4         M-1, M-F-1         AA+
      2002-HE4         M-F-2              A
      2002-HE11        A-2*, A-3*         AAA
      2002-HE11        M-1                AA+
      2002-HE11        M-2                BB

                 * Denotes bond-insured class.


CWABS INC: S&P Junks Ratings on Class M-1 and M-2 Securities
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of mortgage-backed securities from CWABS Inc.'s series
2002-BC1.  S&P downgraded class M-1 to 'CCC' from 'A' and
downgraded class M-2 to 'CCC' from 'B'.  In addition, S&P placed
its 'AAA' rating on the class A certificates on CreditWatch with
negative implications.  Furthermore, S&P affirmed our 'AAA' rating
on class A-IO (see list).

Realized losses of $71,888 in November caused a $66,246 cumulative
realized loss for the class B1 certificates.  This transaction has
sizeable loan amounts that are severely delinquent (90-plus days,
foreclosures, and REOs), which suggests that the unfavorable
performance trends will continue.  This transaction has $4.809
million in severe delinquencies, or 18.75% of the current pool
balance.  Total delinquencies amount to $7.491 million, or 37.83%
of the current pool balance.  As of the November 2007 remittance
report, the transaction had experienced $5,200,204 in cumulative
realized losses, or 1.04% of the original pool balance.

Standard and Poor's placed its rating on class A on CreditWatch
with negative implications because of the significant amount of
loans in the delinquency pipeline.  Severe delinquencies currently
amount to 92% of the subordination for this class, and total
delinquencies are 1.43x the level of subordination.  On behalf of
the trust, the seller acquired loan-level primary mortgage
insurance policies from Mortgage Guaranty Insurance Corp. at
origination that cover approximately 98.39% of the mortgage loans
in the transaction.  Claims on insured mortgage loans will reduce
uninsured exposure to an amount that is equal to 50% of the lesser
of either the appraised value or the purchase price of the related
mortgaged property at the time of the applicable effective date of
the MGIC policy.  S&P is researching the potential loss severity
for the delinquent loans as a result of this policy.  The results
of its research will determine whether we will downgrade the class
A certificates to non-investment-grade.  The class A certificates
have a $20.413 million outstanding balance, or 4.32% of its
original balance of $472.5 million.
     
Subordination provides credit enhancement for the transaction in
addition to the aforementioned mortgage insurance policy from
MGIC.  There is no excess spread or overcollateralization to
support the certificates.  The certificates represent a beneficial
ownership interest in a trust fund consisting of a
prefunding account and a pool of fixed- and adjustable-rate
subprime mortgage loans secured primarily by first liens on one-
to four-family residential properties.
   
                       Ratings Lowered

                         CWABS Inc.
                 Asset-backed certificates

                                      Rating
                                      ------
      Series        Class       To              From
      ------    -----     --      ----
      2002-BC1      M-1         CCC             A
      2002-BC1      M-2         CCC             B


              Rating Placed on CreditWatch Negative
   
                          CWABS Inc.
                   Asset-backed certificates

                                      Rating
                                      ------
      Series        Class       To              From
      ------        -----       --              ----
      2002-BC1      A           AAA/Watch Neg   AAA


                       Rating Affirmed

                        CWABS Inc.
                Asset-backed certificates

                  Series      Class       Rating
                  ------      -----       -------
                  2002-BC1    A-IO        AAA


CWALT INC: Moody's Downgrades Ratings on 62 2006 Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of sixty two
tranches and has placed under review for possible downgrade the
ratings of thirty nine tranches from sixteen transactions issued
by CWALT, Inc. 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: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-58

   -- Cl. M Currently Aa2 on review for possible downgrade,
   -- Cl. B-1, Downgraded to Baa2, previously A2,
   -- Cl. B-2, Downgraded to B3, previously Baa2,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-59

   -- Cl. B-1, Downgraded to A3, previously A2,
   -- Cl. B-2, Downgraded to Ba2, previously Baa2,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-61

   -- Cl. 2-M-3, Downgraded to Ba1, previously Baa1,
   -- Cl. 2-M-4, Downgraded to Ba3, previously Baa3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-62

   -- Cl. M-5, Downgraded to Baa1, previously A2,
   -- Cl. M-6, Downgraded to Baa2, previously A3,
   -- Cl. M-7, Downgraded to Ba1, previously Baa1,
   -- Cl. B-1, Downgraded to B1, previously Baa2,
   -- Cl. B-2, Downgraded to B3 on review for possible further
      downgrade, previously Baa3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA10

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,
   -- Cl. M-2 Currently Aa1 on review for possible downgrade,
   -- Cl. M-3 Currently Aa1 on review for possible downgrade,
   -- Cl. M-4 Currently Aa2 on review for possible downgrade,
   -- Cl. M-5, Downgraded to B2, previously A2,
   -- Cl. M-6, Downgraded to Caa2, previously Baa2,
   -- Cl. M-7, Downgraded to Ca, previously Baa3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA12

   -- Cl. M-2 Currently Aa1 on review for possible downgrade,

   -- Cl. M-3 Currently Aa2 on review for possible downgrade,

   -- Cl. M-4 Currently Aa3 on review for possible downgrade,

   -- Cl. M-5, Downgraded to Baa2, previously A1,

   -- Cl. M-6, Downgraded to Ba2, previously A2,

   -- Cl. M-7, Downgraded to B1, previously A3,

   -- Cl. M-8, Downgraded to B3 on review for possible further
      downgrade, previously Baa1,

   -- Cl. B-1, Downgraded to Caa2, previously Ba1,

   -- Cl. B-2, Downgraded to Ca, previously Ba2,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA14

   -- Cl. M-4 Currently Aa1 on review for possible downgrade,
   -- Cl. M-5 Currently Aa2 on review for possible downgrade,
   -- Cl. M-6 Currently Aa3 on review for possible downgrade,
   -- Cl. M-7, Downgraded to Baa1, previously A2,
   -- Cl. M-8, Downgraded to Ba1, previously Baa1,
   -- Cl. M-9, Downgraded to Ba3, previously Baa3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA17

   -- Cl. M-2 Currently Aa1 on review for possible downgrade,

   -- Cl. M-3 Currently Aa1 on review for possible downgrade,

   -- Cl. M-4 Currently Aa1 on review for possible downgrade,

   -- Cl. M-5 Currently Aa2 on review for possible downgrade,

   -- Cl. M-6 Currently Aa3 on review for possible downgrade,

   -- Cl. M-7, Downgraded to Baa2, previously A1,

   -- Cl. M-8, Downgraded to Ba1, previously A2,

   -- Cl. M-9, Downgraded to B1, previously A3,

   -- Cl. M-10, Downgraded to B3 on review for possible further
      downgrade, previously Baa2,

   -- Cl. M-11, Downgraded to B3 on review for possible further
      downgrade, previously Baa3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA19

   -- Cl. M-3 Currently Aa1 on review for possible downgrade,

   -- Cl. M-4 Currently Aa1 on review for possible downgrade,

   -- Cl. M-5 Currently Aa2 on review for possible downgrade,

   -- Cl. M-6 Currently Aa3 on review for possible downgrade,

   -- Cl. M-7 Currently Aa3 on review for possible downgrade,

   -- Cl. M-8, Downgraded to Baa2, previously A1,

   -- Cl. M-9, Downgraded to Ba2, previously A2,

   -- Cl. M-10, Downgraded to B3 on review for possible further
      downgrade, previously Baa2,

   -- Cl. B-1, Downgraded to Caa1, previously Ba2,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA2

   -- Cl. M-1 Currently Aa1 on review for possible downgrade,

   -- Cl. M-2 Currently Aa2 on review for possible downgrade,

   -- Cl. M-3 Currently Aa2 on review for possible downgrade,

   -- Cl. M-4 Currently Aa3 on review for possible downgrade,

   -- Cl. M-5, Downgraded to Baa2, previously A1,

   -- Cl. M-6, Downgraded to Ba1, previously A2,

   -- Cl. M-7, Downgraded to Ba2, previously A2,

   -- Cl. M-8, Downgraded to B2, previously A3,

   -- Cl. M-9, Downgraded to B3 on review for possible further
      downgrade, previously Baa1,

   -- Cl. B-1, Downgraded to Ca, previously Ba1,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA21

   -- Cl. M-4 Currently Aa1 on review for possible downgrade,

   -- Cl. M-5 Currently Aa1 on review for possible downgrade,

   -- Cl. M-6 Currently Aa2 on review for possible downgrade,

   -- Cl. M-7 Currently Aa2 on review for possible downgrade,

   -- Cl. M-8, Downgraded to Baa2, previously A1,

   -- Cl. M-9, Downgraded to Ba1, previously A2,

   -- Cl. M-10, Downgraded to B3 on review for possible further
      downgrade, previously Baa3,

   -- Cl. B-1, Downgraded to Caa2, previously Ba2,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA3

   -- Cl. M-2 Currently Aa1 on review for possible downgrade,
   -- 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 A1,
   -- Cl. M-6, Downgraded to Ba2, previously A3,
   -- Cl. M-7, Downgraded to B3, previously Baa2,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA6

   -- Cl. M-6, Downgraded to Baa3, previously Baa1,
   -- Cl. M-7, Downgraded to Ba1, previously Baa3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA7

   -- Cl. M-2 Currently Aa2 on review for possible downgrade,
   -- Cl. M-3 Currently Aa2 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa2, previously A1,
   -- Cl. M-5, Downgraded to Ba3, previously A2,
   -- Cl. M-6, Downgraded to Caa2, previously Baa1,
   -- Cl. M-7, Downgraded to Ca, previously Baa3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA8

   -- Cl. M-2 Currently Aa1 on review for possible downgrade,
   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Ba1, previously A2,
   -- Cl. M-5, Downgraded to Ba3, previously A3,
   -- Cl. M-6, Downgraded to Caa1, previously Baa2,
   -- Cl. M-7, Downgraded to Ca, previously Baa3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2006-OA9

   -- Cl. M-2 Currently Aa1 on review for possible downgrade,

   -- Cl. M-3 Currently Aa2 on review for possible downgrade,

   -- Cl. M-4 Currently Aa3 on review for possible downgrade,

   -- Cl. M-5, Downgraded to Baa2, previously A1,

   -- Cl. M-6, Downgraded to Baa3, previously A1,

   -- Cl. M-7, Downgraded to Ba3, previously A2,

   -- Cl. M-8, Downgraded to B3, previously A3,

   -- Cl. M-9, Downgraded to B3 on review for possible further
      downgrade, previously Baa1,

   -- Cl. M-10, Downgraded to Caa3, previously Baa2,

   -- Cl. B-1, Downgraded to Ca, previously Ba1.


CWALT INC: Moody's Lower Ratings on 18 2005 Tranches
----------------------------------------------------
Moody's Investors Service has downgraded the ratings of eighteen
tranches and has placed under review for possible downgrade the
ratings of three tranches from five transactions issued by CWALT,
Inc. Mortgage Pass-Through Certificates in late 2005.  One
downgraded tranche remains 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.

The correct rating actions are:

Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-69

   -- Cl. M-3, Downgraded to A3, previously A2,
   -- Cl. M-4, Downgraded to Baa3, previously Baa1,
   -- Cl. M-5, Downgraded to Ba2, previously Baa3,
   -- Cl. M-6, Downgraded to B3, previously Ba3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-72

   -- Cl. M-3 Currently Aa3 on review for possible downgrade,
   -- Cl. M-4, Downgraded to Baa1, previously A2,
   -- Cl. M-5, Downgraded to Ba1, previously Baa2,
   -- Cl. M-6, Downgraded to Ba3, previously Ba2,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-76

   -- Cl. M-5, Downgraded to A3, previously A2,
   -- Cl. M-6, Downgraded to Baa3, previously Baa1,
   -- Cl. M-7, Downgraded to Ba3, previously Baa3,
   -- Cl. M-8, Downgraded to B3, previously Ba3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-81

   -- Cl. M-3 Currently Aa3 on review for possible downgrade,

   -- Cl. M-4, Downgraded to A3, previously A1,

   -- Cl. M-5, Downgraded to Baa2, previously A3,

   -- Cl. B-1, Downgraded to Ba3, previously Baa3,

   -- Cl. B-2, Downgraded to B3 on review for possible further
      downgrade, previously B1,

   -- Cl. B-3, Downgraded to Caa3, previously B3,


Issuer: CWALT, Inc. Mortgage Pass-Through Certificates, Series
2005-82

   -- Cl. M Currently Aa2 on review for possible downgrade,
   -- Cl. B-1, Downgraded to Baa2, previously A2,
   -- Cl. B-2, Downgraded to Ba3, previously Baa2.


DFC HEL: Reduction in Credit Enhancement Cues S&P to Cut Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B and M-2 mortgage-backed securities from DFC HEL Trust
2001-2.  Concurrently, S&P affirmed its rating on the other class
from this transaction.

The downgrades reflect a reduction in credit enhancement because
of monthly realized losses.  Monthly realized losses have
consistently exceeded excess interest during the past six months.  
As of the November remittance date, monthly losses exceeded excess
interest by approximately 2.6x.  Severe delinquencies (90-plus
days, foreclosures, REOs) make up 28.23% of the current pool
balance, and cumulative losses, as a percentage of the original
pool balance, are 6.31%, up 1.11% from one year ago.  As of the
November remittance date, overcollateralization was 47 basis
points below its target of 1.08%.

The affirmation reflects sufficient credit enhancement for the
current rating.  Class M-1 has actual and projected credit support
percentages that are in line with original levels.

Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral originally
consisted primarily of fixed-rate (72.22% of the mortgage loans)
and adjustable-rate mortgage loans (27.78%), secured primarily by
one- to four-family residential properties.

                              Ratings Lowered

                          DFC HEL Trust 2001-2

                                       Rating
                                       ------
                      Class         To          From
                      -----         --          ----
                      M-2           BBB         A
                      B             CCC         B

                           Ratings Affirmed

                         DFC HEL Trust 2001-2

                         Class             Rating
                         -----             ------
                         M-1               AAA


DUNMORE HOMES: Panel Wants Stone Mitigation Sale Ruling Deferred
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed 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
Stone Mitigation Property Sale Motion until it has ruled on the
Joint Motion to transfer the case's venue to the Eastern District
of California, Sacramento Division.  It is premature to rule on
the Sale Motion as the outcome of the Court's ruling on the Venue
Motion may significantly impact the administration of the Chapter
11 case, Karen Ostad, Esq., at Morrison & Foerster LLP, in New
York explains.

As reported in the Troubled Company Reporter on Dec. 6, 2007, the
Debtor asked the Court for authority to sell 161 acres of
real estate located in Sacramento County, Calif. -- the Stone
Mitigation Property -- to the Sacramento Area Flood Control Agency
for $4,360,000, free and clear of all liens, claims, encumbrances,
and interests, and subject to higher and better offers.

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

   (a) require that additional notice of the Sale be afforded to
       potential purchasers of the Stone Mitigation Property, for
       a period of at least 30 days from the date of notice;

   (b) require that the minimum overbid amount be reduced;

   (c) set a hearing on the Sale Motion only after enough time
       has been provided and appropriate steps have been taken to
       permit the Committee and other creditors to review more
       carefully the secured claims the Debtor proposes to pay
       from Sale proceeds; and

   (d) deny the Debtor's request for payment to the DIP Lender
       directly out of proceeds from the Sale and reserve the
       payments pending further scrutiny of the Committee and
       other creditors and a hearing.

Ms. Ostad contends that the proposed sale procedures appear to be
designed to virtually ensure that the Sacramento Area Flood
Control Agency will be the winning bidder without providing any
opportunity for higher and better offers to be considered.

The Debtors have also proposed an inadequate amount of time for
the Committee and other creditors to adequately study the loans
and mortgage liens that are to be paid off at the closing of the
Sale, Ms. Ostad asserts.

Moreover, any payment out of the estate to the DIP Lender is
premature, Ms. Ostad argues.  She notes that the Debtor has not
provided any indication as to the ability of the estate to
collect from Sidney Dunmore, the DIP Lender, as to the nature of
the receivable itself, and as to the terms of repayment.  She
adds that no analysis has been provided as to the state of Mr.
Dunmore's personal financial situation.

                           RBC Centura

Before the bankruptcy filing, RBC Centura Bank provided financing
to Dunmore Homes LLC on its building projects.  The RBC Financings
are secured by properly perfected, first priority, secured
interests in Dunmore's real property, improvements, personal
property, proceeds, rents, and other collateral in connection
with the Projects.  As part of its purchase of substantially all
of the assets of Dunmore Homes LLC, the Debtor assumed Dunmore
Homes LLC's liabilities under the RBC Financings.

The RBC Financings, however, have been in default since August  
2007.

Subsequently, RBC Centura filed complaints in the Superior Court
for the State of California against the Debtor and other
individuals seeking judicial foreclosure on the Projects and
asserting claims for breach of contract, breach of note,
conspiracy and fraudulent transfer.  RBC Centura alleged that the
Debtor, successor by merger of Dunmore California, fraudulently
transferred the assets to hinder and defraud its creditors.

"The financial information provided to RBC demonstrates that the
Debtor was insolvent at the time of the transfer," Lawrence P.
Gottesman, Esq., at Bryan Cave LLP, in New York, says.

Mr. Gottesman contends that to the extent it is later determined
that Dunmore California fraudulently transferred its assets to
the Debtor, those assets would not be property of the Debtor's
estate pursuant to Section 541 of the Bankruptcy Code.

Thus, with respect to the Sale Motion, RBC asserts that its
claims and interests in the Stone Mitigation Property arising
from the California Litigation should attach to the proceeds of
the proposed sale.  RBC Centura reserves all of its rights
related to its claim to the subject proceeds when the appropriate
judicial finding regarding RBC Centura's fraudulent transfer
claims is made.

                        Sacramento Valley

Sacramento Valley Farm Credit, FLCA, is the holder of a perfected
first priority deed of trust and lien against the Stone
Mitigation Property.

SVFC says it does not oppose the sale of its real property
collateral, provided that it will be paid in full out of the
proceeds of the proposed sale, including expenses and attorneys'
fees.

                        Debtor Replies

Richard M. Pachulski, Esq., at Pachulski Stang Ziehl & Jones LLP,
in New York, relates that the Debtor extensively marketed the
Stone Mitigation Property and served all parties who had
expressed any interest in purchasing the property.  The Debtor
also published notice of the Sale Procedures in the Sacramento
Business Journal in order to generate more interest.

Mr. Pachulski asserts that the Debtor provided the Committee
information, including appraisal reports as well as discussed the
sale process.

The Debtor subsequently agreed to publish another sale notice in
the Sacramento Business Journal and reduce the overbid amount
from $1,000 per acre to $300 per acre, for an aggregate overbid
amount of $48,000, Mr. Pachulski says.

To provide ample time for the Committee to review the DIP Lien
and the Sacramento Valley Farm Credit lien, the Debtor agree that
an adjournment of the subject matter until Jan. 11, 2008, is
fair.  The Debtor also seek the Court's permission to pay the
Liens from the proceeds of the proposed Sale.

The Debtor tells the Court that it intends to discuss with SVFC
its concerns before January 11 in order to attempt to arrive at a
resolution.

As RBC Centura, Mr. Pachulski contends that RBC Centura has no
liens or interests in the Stone Mitigation Property and that its
objection should be overruled.

                       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).


EAGLEPICHER CORP: S&P Junks Rating on $70 Million Secured Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and all other existing ratings on Inkster, Mich.-
based EaglePicher Corp.  At the same time, S&P assigned a 'BB-'
rating to the company's proposed $195 million senior secured
first-lien credit facilities, consist of a $70 million first-
lien/first-out revolving credit facility and a $125 million first-
lien term loan, with a '1' recovery rating, indicating an
expectation of very high recovery (90%-100%) in the event of
payment default.

Standard & Poor's also assigned its 'CCC+' rating to the company's
$70 million secured second-lien term loan with a '6' recovery
rating, indicating an expectation of negligible recovery (0%-10%).
      
The company will use borrowings under the new facilities to
refinance existing first- and second-lien debt, as well as to
extinguish an unrated third-lien term loan.  Ratings on the
company's existing secured facilities will be withdrawn after the
proposed refinancing closes.  The outlook is stable.

"The ratings on EaglePicher reflect its high, though improved,
financial leverage and vulnerable business risk profile marked by
challenges in the North American auto industry, along with
uncertainty regarding the company's future business mix given
recent asset dispositions in some segments," said Standard &
Poor's credit analyst James Siahaan.  "Partially offsetting these
weaknesses are the company's moderate end-market diversity and
good profitability in its advanced materials unit."
     
EaglePicher is a niche provider to automotive, aerospace, defense,
commercial power, filtration, and other manufacturing industries.

The outlook is stable.  S&P does not expect to change the ratings
over the intermediate term as the pressures in the auto supplier
industry continue to challenge EaglePicher.  The rating
incorporates gradual reductions in leverage.  The current rating
requires lower leverage because of the inherent challenges in the
auto sector.


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

  -- $280,140,000 class A notes at 'AAA';
  -- $36,615,000 class B-1 notes at 'AA';
  -- $5,000,000 class B-2 notes at 'AA';
  -- $24,360,000 class C notes at 'A';
  -- $24,360,000 class D notes at 'BBB';
  -- $8,000,000 class E-1 notes at 'BB'
  -- $5,195,000 class E-2 notes at 'BB'.

Emporia I is a collateralized debt obligation that closed
Oct. 12, 2005 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 October
2011.  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 the last review on June 16, 2006.  According to the Nov. 2,
2007 trustee report, the weighted average rating factor has
improved to 24.87 ('B+/B') from 26.6 ('B+/B) as of the May 2, 2006
trustee report.  The portfolio of Emporia I contains 2 defaulted
assets representing 2.54% of the total portfolio including cash.  
The class A/B overcollateralization ratio has decreased to 125.69%
from 127.30% at the last review as a result of these defaulted
assets.  During this same time period, the class C OC test has
declined to 116.85% from 118.40%, the class D OC test has declined
to 109.16% from 110.60%, and the class E OC test has declined to
105.41% from 106.80%.  The weighted average spread has decreased
to 3.78% as of the Nov. 2, 2007 trustee report from 4.10% at the
time of the May 2, 2006 trustee report, remaining above its
trigger of 3.50%.  The weighted average coupon has also declined
to 11.67% from 12% during this time, remaining above its trigger
of 9%.

The ratings of the class A, B-1 and B-2 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 classes C, D, E-1 and E-2 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, E-1 and E-2 principal by the legal final
maturity date.

As announced in Fitch's Nov. 6 Rating Action Commentary titled
'Fitch Clarifies Position on New Issue CDO Ratings', Fitch is
currently in the process of reviewing its rating methodology and
model assumptions for all new issue CDO ratings.  Investors should
be aware that Fitch's reassessment of its analytic views could
impact existing ratings, including the ratings affirmed in this
press release.


ENRON CORP: Gets $25 Mil. from Deutsche Bank Under Settlement Pact
------------------------------------------------------------------
Enron Creditors Recovery Corp. has reached an agreement with
Deutsche Bank AG to settle MegaClaims litigation in the Enron
bankruptcy case.  Pursuant to the terms of the settlement,
Deutsche Bank AG will pay Enron $25 million and Deutsche Bank
further agreed that $416 million in claims against the Enron
Estate held by Deutsche Bank AG will be subordinated and receive
no distribution from the Enron Estate.

Additionally, certain Deutsche Bank entities will receive
approximately $35 million for their remaining interests in 3
complex transactions, allowing Enron Creditors Recovery Corp. to
dissolve said structures and distribute the proceeds, anticipated
to be in excess of $100 million, to Enron's creditors.

The settlement reflects that Deutsche Bank AG was involved in
fewer transactions with Enron than certain of the other MegaClaim
defendants.  Deutsche Bank AG did not admit liability or
wrongdoing, and both parties agreed to settle the litigation to
avoid the costs and uncertainties of further proceedings.

"I am pleased Enron Creditors Recovery Corp. has reached an
agreement with Deutsche Bank AG that will enable us to return
additional funds to the innocent creditors of the Enron Estate,"
said John Ray III, Enron Creditors Recovery Corp. President and
Chairman of the Board, said.  "Our attention is now squarely
focused on the multi-billion dollar suit against Citigroup, to
which we have dedicated the necessary resources to ensure the
causes of the Enron collapse are brought to light."

Ten of the eleven MegaClaims defendants have now settled their
claims with Enron Creditors Recovery Corp.  The MegaClaims trial
with Citigroup, the sole remaining defendant, is set to begin in
April 2008.

For more information on the Deutsche Bank AG settlement, the
MegaClaims litigation, or the pending case against Citigroup,
visit the Enron Creditors Recovery Corp. website --
http://www.enron.com/

The settlement remains subject to the execution of definitive
agreements and the approval of the United States Bankruptcy Court
for the Southern District of New York.

Enron Creditors Recovery Corp. is represented in this matter by
Klee, Tuchin, Bogdanoff & Stern LLP and Crowell & Moring.

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

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

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

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


EPICOR SOFTWARE: NSB Buy Won't Impact Ratings, Moody's Says
-----------------------------------------------------------
Moody's Investors Service does not expect Epicor Software
Corporation's announced agreement to acquire NSB Retail Systems
PLC for approximately GBP160 million to impact the company's B1
corporate family rating or stable outlook.

As mentioned previously, Epicor's ratings reflect an expectation
of measured acquisition activity as the company looks for
opportunities to expand its market share within specific industry
verticals.  Although the proposed NSB acquisition will increase
debt levels, pro forma leverage is expected to remain at or below
4x.  Additionally, the combination of NSB with Epicor's CRS retail
product suite is expected to enhance Epicor's retail ERP market
position. Moody's expects to analyze the company's new capital
structure and integration plans as details become available.

Epicor is a leading provider of enterprise resource planning,
customer relationship management, and supply chain management
software and solutions to mid-market companies (revenue of
$10 million to $1 billion) worldwide.  The company had revenues of
$415 million for last twelve months as of September 30, 2007.  
Epicor is headquartered in Irvine, California.


EURAMAX INT'L: Weakness in Sales Cue Moody's to Revise Outlook
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook for Euramax
International to negative from stable to reflect weakness in sales
to the recreational vehicle market and certain construction
markets in the US, resulting margin erosion, and the risk of
financial covenant violations in 2008 if the company's performance
does not improve.

For the period ended September 30, 2007, the company was in
compliance with all three financial covenants governing its first
lien credit facilities, but headroom had narrowed on two of the
ratios -- minimum interest coverage and maximum leverage -- as a
result of declining EBITDA in 2007.  In 2008, both ratios tighten
at several intervals such that there would be a covenant violation
if there was no improvement upon the actual ratios achieved as of
September 30.  However, since many of the company's markets, for
example Europe, are performing relatively well and Euramax is
expected to remain free cash flow positive, it is not unreasonable
to believe that the company's banks would waive any covenant
violations as long as market conditions do not worsen.

Therefore, Moody's affirmed the company's existing ratings,
including its B2 corporate family rating, B1 first lien secured
credit facility ratings and Caa1 second lien term loan rating.

Outlook Actions:

Issuer: Euramax International, Inc.

   -- Outlook, Changed To Negative From Stable

Issuer: Euramax Netherlands B.V.

   -- Outlook, Changed To Negative From Stable

Euramax's B2 corporate family rating incorporates its leading
market position in a number of niche markets, including roof
drainage products and fabricated aluminum, steel, fiberglass, and
vinyl products for construction and recreation vehicles, as well
as its ability during past downturns to consistently generate free
cash flow despite high financial leverage.  The ratings balance
recent volume and price pressures in some of its markets, notably
the domestic R/V market, against the company's geographical
diversity and the potential for margin improvement in 2008 due to
lower aluminum prices and other cost savings.  The ratings also
capture Euramax's high degree of financial leverage, limited
ability to reduce debt, vulnerability to cyclical end-use markets,
and significant customer concentration risks with retail home
centers.

Headquartered in Norcross, Georgia, Euramax International Inc. is
an international producer of value-added aluminum, steel, vinyl
and fiberglass products.  The company had revenues of $1.4 billion
for the LTM ended September 30, 2007.


FEDERAL-MOGUL: Plan's Effective Date Set for December 27
--------------------------------------------------------
Federal-Mogul Corporation disclosed that its Plan of
Reorganization is scheduled to become effective on Dec. 27,
marking the Company's emergence from Chapter 11.

Federal-Mogul's Plan of Reorganization was confirmed by the U.S.
Bankruptcy Court on November 8 and affirmed by the U.S. District
Court on November 14. The Confirmation Order relating to the Plan
has become final and non-appealable.

As previously reported in the Troubled Company Reporter, the
Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court for
the District of Delaware confirmed the Debtors' Fourth Amended
Joint Plan of Reorganization, on Nov. 8, 2007.  The Honorable
Joseph H. Rodgriguez of the U.S. District Court for the District
of Delaware affirmed on November 13, 2007, the order of Judge
Fitzgerald, confirming the Plan.

"We are delighted to have reached this significant milestone in
Federal-Mogul's 108-year history of serving the global automotive
industry. We are confident about our future and wish to
acknowledge the support and loyalty of our customers, suppliers
and employees worldwide," said Federal-Mogul Chairman, President
and Chief Executive Officer Jose Maria Alapont.

"The Company's performance reflects the dedication of the Federal-
Mogul team, paving the way toward emergence from Chapter
11,"Alapont said.  "We are committed to our global strategy for
sustainable profitable growth, as we remain focused on creating
value for our customers through innovative technologies, leading
products, operational and service excellence, and best cost
optimization in all areas of our business."

The record date for holders of allowed claims and equity interests
under the Plan of Reorganization was Nov. 8, 2007 and the
effective date of the Plan of Reorganization is scheduled for Dec.
27, 2007.

                      About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--  
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.  
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.  
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Bankruptcy Court confirmed the Fourth Amended Plan on
Nov. 8, 2007.


FIELDSTONE MORTGAGE: Can Access Up to $3.8MM in C-BASS DIP Funds
----------------------------------------------------------------
Fieldstone Mortgage Co. was permitted by the U.S. Bankruptcy Court
for the District of Maryland to obtain up to $3.8 million in
postpetition financing from Credit-Based Asset Servicing and
Securitization LLC, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on Nov. 29, 2007, the
Debtor was given permission to access up to $1.5 million of the
C-BASS Facility.  In its request, the Debtor said that it needs
the funds in order to continue operations while it ponders on
whether to liquidate or wait until the mortgage industry returns
to profitability.

C-BASS agreed to extend the DIP funds to the Debtor to facilitate
settlement relating to lawsuits between C-BASS and the Debtor.

Headquartered in Columbia, Maryland, Fieldstone Mortgage Co. --
http://www.fieldstonemortgage.com/-- is a direct lender that    
offers mortgage loans for multiple credit situations in the United
States.

In September 2007, Fieldstone was the target of a lawsuit by
Morgan Stanley over 72 mortgages worth $26.5 million that had no,
or late, payments.  The company trimmed its workforce from 1,000
employees to a mere 25 workers.

The company filed for chapter 11 bankruptcy on Nov. 23, 2007
(Bankr. D. Md. Case No. 07-21814) citing loan payment lapses and
credit market woes.  Joel I. Sher, Esq., at Shapiro, Sher, Guinot
& Sandler represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed assets between
$1 million to $100 million and debts of more than $100 million.


FIRST FRANKLIN: S&P Lowers Rating on Two 2002-FFA Certificates
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-2 and M-3 asset-backed certificates from First Franklin
Mortgage Loan Trust 2002-FFA and removed then from CreditWatch
with negative implications.

The downgrades reflect the deteriorating performance of the
collateral pools as monthly net losses continue to significantly
outpace monthly excess interest cash flows, resulting in principal
write downs to the overcollateralization for these deals.
     
As of the November 2007 distribution period, total delinquencies
were 13.36% of the current pool balance, while severe
delinquencies (90-plus days, foreclosures, and REOs) were 5.33%.  
The transaction, which is 62 months seasoned, has experienced
approximately 7.92% in cumulative realized losses to date.  The
outstanding pool factor for this deal is 3.16%.  If delinquencies
continue to translate into realized losses, we will likely take
further negative rating actions.

Subordination, O/C, and excess interest cash flows provide credit
support for this transaction.  The collateral originally consisted
of 30-year, fixed-rate, closed-end second-lien mortgage loans
secured by one- to four-family residential properties.

        Ratings Lowered and Removed from CreditWatch Negative

            First Franklin Mortgage Loan Trust 2002-FFA

                                  Rating
                                  ------
                     Class     To         From
                     -----     --         ----
                     M-3       CCC        BB/Watch Neg
                     M-2       BBB        A/Watch Neg


FIRST FRANKLIN: S&P Lowers Ratings on Four 2003-FF5 Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of asset-backed certificates issued by First Franklin
Mortgage Loan Trust 2003-FF5.  Furthermore, S&P affirmed its
ratings on the remaining three classes from this transaction.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, thereby reducing overcollateralization
to $0.0 versus a target amount of $5.75 million.  As a result,
class B suffered a realized principal loss of $236,047.84 as of
the November 2007 remittance period.     

Our loss projections indicate that the current performance trends
may further compromise credit support for the downgraded classes.

There are sizeable loan amounts that are severely delinquent
(90-plus-days, foreclosures, and REOs), which suggests that the
unfavorable performance trends are likely to continue.  Severe
delinquencies amount to $11,793,108, which is 12.87% of the
current pool balance.  As of the November 2007 remittance report,
cumulative realized losses were $11,811,071, which is
1.03% of the original pool balance.
     
The affirmations reflect credit support levels that are sufficient
to maintain the current ratings.

Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral for these series
consists of a pool of fixed- and adjustable-rate, fully
amortizing, and balloon payment mortgage loans secured by first
liens on one- to four-family residential properties.


                           Ratings Lowered
    
               First Franklin Mortgage Loan Trust 2003-FF5
                         Asset-backed certificates

                                     Rating
                                     ------
                      Class      To           From
                      -----      --           ----
                      M-3        B            BB-
                      M-4        CCC          B
                      M-5        CCC          B-
                      B          D            CCC

                          Ratings Affirmed
    
               First Franklin Mortgage Loan Trust 2003-FF5
                         Asset-backed certificates

                      Class           Rating
                      -----           ------
                      M-1             AA
                      M-2             BB
                      M-6             CCC  


FIRST HORIZON: Fitch Junks Ratings on 11 Certificate Classes
------------------------------------------------------------
Fitch Ratings has taken various rating actions on these five First
Horizon Alternative mortgage pass-through certificates
transactions:

Series 2005-AA7

  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 downgraded to 'A-' from 'A' and placed on Rating
     Watch Negative;
  -- Class B-3 downgraded to 'B' from 'BBB';
  -- Class B-4 downgraded to 'C/DR4' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B' and removed from
     Rating Watch Negative.

Series 2005-AA8

  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 downgraded to 'A-' from 'A';
  -- Class B-3 downgraded to 'BB-' from 'BBB';
  -- Class B-4 downgraded to 'C/DR4' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B' and removed from
     Rating Watch Negative.

Series 2006-AA2

  -- Class A affirmed at 'AAA';
  -- Class B-1 downgraded to 'A' from 'AA';
  -- Class B-2 downgraded to 'BB-' from 'A';
  -- Class B-3 downgraded to 'C/DR4' from 'BBB';
  -- Class B-4 downgraded to 'C/DR5' from 'BB';
  -- Class B-5 downgraded to 'C/DR6' from 'B' and removed from
     Rating Watch Negative.

Series 2006-FA1

  -- Class A affirmed at 'AAA';
  -- Class B-1 downgraded to 'AA-' from 'AA';
  -- Class B-2 downgraded to 'BBB+' from 'A';
  -- Class B-3 downgraded to 'BB-' from 'BBB';
  -- Class B-4 downgraded to 'C/DR4' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B' and removed from
     Rating Watch Negative.

Series 2006-FA8

  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 downgraded to 'A-' from 'A';
  -- Class B-3 downgraded to 'BB+' from 'BBB';
  -- Class B-4 downgraded to 'C/DR4' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B'.

The affirmations, affecting approximately $1.68 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $84.5 million of the outstanding certificates, and
the classes placed on Rating Watch Negative affecting
$6.3 million, are taken as a result of a deteriorating
relationship between credit enhancement and expected loss.

The negative rating actions on the 2005 and 2006 vintage First
Horizon Alternative transactions are due to current trends in the
relationship between serious delinquency and credit enhancement.  
The 90+ DQ (including loans in bankruptcy, foreclosure, and REO)
for transactions with negative rating actions ranges from 2.40%
(series 2006-FA8) to 5.52% (series 2006-AA2) of the current
collateral balance.

The collateral of the above transactions with 'AA' in the series
name generally consists of adjustable-rate, first-lien, fully-
amortizing and Interest Only mortgage loans extended to Alt-A
borrowers and secured by first-liens on one- to four-family
residential properties.  The collateral of the above transactions
with 'FA' in the series name generally consists of fixed-rate,
first-lien, fully-amortizing and Interest Only mortgage loans
extended to Alt-A borrowers and secured by first-liens on one- to
four-family residential properties.  The loans were originated or
purchased by and are serviced by First Horizon Home Loan Corp.,
which is rated 'RPS2' by Fitch.

As of the November 2007 remittance date, the pool factors of the
above transactions range from 64% (series 2005-AA7 & 2005-AA8) to
84% (series 2006-FA8).  In addition, the seasoning ranges from 11
months (series 2006-FA8) to 28 months (series 2005-AA7).


GENERAL MOTORS: Commodity Costs Spark Price Increase on 2008 Cars
-----------------------------------------------------------------
General Motors Corp. disclosed a price adjustment on most of its
2008 model year vehicles to partially recover increasing steel and
commodity costs.  The price increases, averaging about 1.5%, are
effective with vehicles invoiced to dealers on and after Dec. 19,
2007.

"This targeted price increase is designed to partially recover
ever-increasing commodity costs," Mark LaNeve, GM North America
vice president, Vehicle Sales, Service and Marketing, said.  
"While most cars and trucks in our portfolio will go up between
100 to 500 dollars, in hotly contested segments, many vehicles
such as the Saturn Aura four-cylinder and the all-new Malibu LS
will have no increase.  With our award-winning designs and the
best warranty coverage of any full-line manufacturer, our 2008
vehicles remain the best value in the market place."

Price increases will range from $0 on the 2008 Chevrolet Malibu LS
to $1,500 on the Cadillac XLR luxury sports coupe.  Importantly,
this price increase will not affect vehicles already in dealer
inventory, which continue to be available to customers until the
end of the year during the GM Red Tag Event.

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

                         *     *     *

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

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


GENERAL MOTORS: Begins 1st Phase of UAW Special Attrition Program
-----------------------------------------------------------------
General Motors Corp. and the United Auto Workers union have
reached an agreement on the first phase of a comprehensive special
attrition program.  The agreement is a key step in the
implementation of the 2007 GM-UAW national contract.

In the first phase, the attrition program will be offered to all
UAW-represented hourly employees working at GM's Service Parts and
Operations facilities across the country.  The program also will
be offered to hourly employees at GM's metal stamping plant in
Pittsburgh, Pennsylvania, casting plant in Massena, New York and
to all hourly employees currently assigned to JOBS Banks in
Oklahoma City, Oklahoma, Linden, New Jersey and Rancho Cucamonga,
California.

Special attrition program details for UAW-represented hourly
employees who work in GM's assembly, stamping, powertrain and
engineering facilities will follow in early 2008.

"We continue to work closely with our UAW partners to improve our
competitiveness in the currently challenging U.S. market
conditions, while also investing in future products and
technologies critical to support our leadership in fuel economy,"
Rick Wagoner, GM Chairman and CEO, said.  "This first phase of a
comprehensive attrition program, designed in conformance with the
2007 UAW national labor agreement, provides our employees with
attractive options to consider."

The attrition program will include a combination of early
retirement incentives and other considerations similar to the
special attrition program that GM, the UAW and Delphi implemented
in 2006.  Specific program details will be rolled out to affected
employees beginning in January 2008.
  
Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                          *     *     *

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

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


GENERAL MOTORS: Lay-Offs 800 Tonawanda Workers Before Schedule
--------------------------------------------------------------
The tentative displacement of 800 hourly production workers at
General Motors Corp.'s Powertrain engine plant in the town of
Tonawanda in New York, came a week before its scheduled shuttering
for the holidays from Dec. 22, 2007 to Jan. 2, 2008, various
sources report.

Papers say that GM spokeswoman Mary Anne Brown assured salaried
and skilled trade workers were not included in the lay-offs.

GM relates that low market demand for car parts is the cause of
the carmaker's streamlining action, sources disclose.

As reported in the Troubled Company Reporter on Dec. 7, 2007, to
avoid a deluge of inventory, GM will shutter three pickup truck
plants for two weeks in January.  Aside from that, GM plants will
also be closed over the holiday.  GM anticipates a production of
950,000 vehicles from January through March, down 11% from the
same period in 2007.

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

                        Cash Incentives

GM is initiating a cash incentive program for pickups and sports
utility vehicles to increase sales, various papers relate.

The program offers $1,000 cash on 2008 models of GMC Yukon,
Pontiac Torrent SUVs and Chevrolet Silverado pickups, Greg
Bensinger of Bloomberg News reports citing GM spokesman John
McDonald.

As reported in the Troubled Company Reporter on Dec. 04, 2007,
after three consecutive monthly increases, General Motors Corp.
dealers in the United States delivered 263,654 vehicles in
November, down 11% compared with a year ago, reflecting continuing
reductions in daily rental sales and softening industry demand.

                            About GM

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

                         *     *     *

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

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


GENESCO INC: Poor Performance Cues S&P's Ratings Downgrades
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Nashville, Tenn.-based Genesco Inc. to 'B+' from 'BB-'.  
At the same time, S&P lowered our issue-level rating on the
company's subordinated debt to 'B-' from 'B'.  The company remains
on CreditWatch with Developing implications, where it was placed
on April 20, 2007.

"The downgrade reflects operating performance which has been below
expectations for a few quarters and the increasingly challenging
economic environment," said Standard & Poor's credit analyst David
Kuntz, "as well as considerable non certainty regarding the
acquisition by The Finish Line."


GILBERT SPILMAN: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Gilbert M. Spilman
        17385 Ryan Road
        Hamtramck, MI 48212

Bankruptcy Case No.: 07-65691

Chapter 11 Petition Date: December 17, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: David M. Miller, Esq.
                  400 Galleria Officentre, Suite 444
                  Southfield, MI 48034-2162
                  Tel: (248) 827-4100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
First Farmers Bank & Trust     guaranty of debt of     $1,900,000
2 North Broadway               Ultra-Cast, Inc.
Peru, IN 46970


GR PROPERTIES: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: GR Properties Inc.
        P.O. BOX 9066534
        Urb. Quintas Reales E-18
        Reina Victoria St.
        San Juan, PR 00969
        Tel: (787) 428-8288

Bankruptcy Case No.: 07-07395

Chapter 11 Petition Date: December 17, 2007

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Ralph Vallone, Jr., Esq.
                  Cond Condadtower Suite 201
                  Washington 30
                  San juan, PR 00907
                  Tel: (787) 723-9253
                  Fax: (787) 723-9251
                  http://www.rvallonelawoffice.com/

Total Assets: $171,442

Total Debts:  $1,606,535

Debtor's Nine Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
   Teresa Clintron                                     $949,500
   69 Condado Avenue, Suite 201
   San Juan, PR 00907

   J.N. Bracero & Associates                           $319,650
   Consolidated Med Plaza 201
   Gautier Benitez Suite 309
   Caguas, PR 00725
   Tel: (787) 703-3941

   Francisco Ramis                                     $300,000
   P.O. Box 2097
   Barcelona, PR 00617
   Tel: (787) 210-5511

   Fiddler Gonzalez & Rodriquez PSC                     $19,192

   Espiral Creative                                     $15,500

   Depto de Hacienda                                     $2,107

   Victor Lluveras                                         $150

   Internal Revenue Service                                $305

   Depto de Trabajo Recursos Humanos                       $130


GS MORTGAGE: S&P Affirms BB+ Rating on Class L Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of commercial mortgage pass-through certificates from GS
Mortgage Securities Corp. II's series 2007-EOP.  Concurrently, S&P
affirmed its ratings on five other classes from the same series.

The upgrades reflect increased credit enhancement levels resulting
from the release of 26 properties from the trust, as well as
Standard and Poor's analysis of the remaining properties in the
portfolio.

As of Dec. 11, 2007, the trust collateral balance had paid down
26% to $5.084 billion, down from $6.867 billion at issuance.  The
trust collateral now consists of one floating-rate whole loan.

Details of the loan are:
    
The EOP loan has a balance of $5.084 billion. The loan sponsor is
the Blackstone Group, and Blackstone's equity interest in the
portfolio secures a $2.371 billion participated mezzanine loan.  
The interest-only loan is secured by the mortgaged interest in 81
office properties; a cash flow pledge of the borrower's joint
venture interest in 17 encumbered office properties; a cash flow
pledge of the borrower's joint venture interest in three
unencumbered office properties; an equity pledge of the borrower's
joint venture interest in three unencumbered office properties;
and covenants to apply proceeds into a lockbox for five
properties.  The properties are located in 11 different states and
the District of Columbia and 17 different metropolitan statical
areas.  Properties in the following five MSAs represent 84% of
Standard & Poor's value for the portfolio:

     -- Boston: 23%;
     -- San Jose: 17%;
     -- San Francisco: 17%;
     -- New York: 14%; and
     -- Los Angeles: 13%.

The remaining properties collectively contain 37,079,176 square
feet, and for the period ending Sept. 30, 2007, the master
servicer, Bank of America N.A., reported an occupancy of 92%.  On
Dec. 13, 2007, BOA confirmed all of the required insurance
overages (including terrorism, earthquake, and flood) are in
effect for the properties.

The EOP loan has an initial maturity date of Feb 4, 2009. It has
three 12-month extensions remaining.

                           Ratings Raised
    
                   GS Mortgage Securities Corp. II
                  Commercial mortgage pass-through
                     certificates series 2007-EOP

                       Rating
                       ------
            Class   To        From     Credit enhancement (%)
            -----   --        ----     ---------------------
            C       AAA       AA+             41.31
            D       AAA       AA              36.98
            E       AAA       A+              32.30
            F       AA+       A               28.08
            G       AA-       A-              25.28
            H       A         BBB+            22.48
            J       BBB+      BBB             14.70
            K       BBB       BBB-            10.50

    
                          Ratings Affirmed
    
                   GS Mortgage Securities Corp. II
                  Commercial mortgage pass-through
                     certificates series 2007-EOP

               Class    Rating      Credit enhancement (%)
               -----    ------      ----------------------
               A-1      AAA                80.53
               A-2      AAA                69.02
               A-3      AAA                57.09
               B        AAA                49.81
               L        BB+                0.00


GREENPOINT MORTGAGE: Moody's Lower Ratings on 10 Tranches
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of ten
tranches from six transactions issued by Greenpoint Mortgage
Funding 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.

Moody's will be monitoring the build up of the delinquency
pipelines for these transactions, and the degree to which excess
spread, where available, is utilized to cover losses.

Issuer: Greenpoint Mortgage Funding Trust 2005-AR5

   -- Cl. B-2, Downgraded to Baa2, previously Baa1,
   -- Cl. B-3, Downgraded to Baa3, previously Baa2,
   -- Cl. B-4, Downgraded to B3, previously Ba2,

Issuer: Greenpoint Mortgage Funding Trust 2006-AR2

   -- Cl. B-3, Downgraded to Ba1, previously Baa3,

Issuer: Greenpoint Mortgage Funding Trust 2006-AR3

    -- Cl. B-7, Downgraded to Baa1, previously A3,

Issuer: GreenPoint Mortgage Funding Trust 2006-AR4

   -- Cl. M8, Downgraded to A3, previously A2,
   -- Cl. M9, Downgraded to Baa2, previously Baa1,
   -- Cl. M10, Downgraded to Ba1, previously Baa2,

Issuer: GreenPoint Mortgage Funding Trust 2006-AR5

   -- Cl. M10, Downgraded to Baa3, previously Baa2,

Issuer: GreenPoint Mortgage Funding Trust 2006-AR6

   -- Cl. M9, Downgraded to Baa3, previously Baa2.


HARBORVIEW MORTGAGE: Delinquency Cues Moody's to Cut Ratings
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of twenty
nine tranches and has placed under review for possible downgrade
the ratings of seven tranches from six transactions issued by
HarborView Mortgage Loan Trust in 2006 and late 2005.  Two
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: HarborView Mortgage Loan Trust 2005-16

   -- Cl. B-6, Downgraded to Baa1, previously A3,
   -- Cl. B-7, Downgraded to Baa3, previously Baa1,
   -- Cl. B-8, Downgraded to Ba1, previously Baa2,
   -- Cl. B-9, Downgraded to Ba3, previously Baa3,
   -- Cl. B-10, Downgraded to B3 on review for possible further
downgrade, previously Ba2,


Issuer: HarborView Mortgage Loan Trust 2006-1

   -- 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 Baa2, previously A3,
   -- Cl. B-7, Downgraded to Ba2, previously Baa1,
   -- Cl. B-8, Downgraded to B2, previously Baa2,
   -- Cl. B-9, Downgraded to B3, previously Baa3,
   -- Cl. B-10, Downgraded to Caa1, previously Ba3,


Issuer: HarborView Mortgage Loan Trust 2006-4

   -- Cl. B-3 Currently Aa2 on review for possible downgrade,
   -- Cl. B-4 Currently Aa3 on review for possible downgrade,
   -- Cl. B-5, Downgraded to A3, previously A1,
   -- Cl. B-6, Downgraded to Baa2, previously A2,
   -- Cl. B-7, Downgraded to Baa3, previously A2,
   -- Cl. B-8, Downgraded to Ba2, previously A3,
   -- Cl. B-9, Downgraded to B3, previously Baa1,
   -- Cl. B-10, Downgraded to Caa1, previously Baa3,


Issuer: HarborView Mortgage Loan Trust 2006-5

   -- Cl. B-1 Currently Aa1 on review for possible downgrade,
   -- 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 Baa2, previously A1,
   -- Cl. B-5, Downgraded to Ba1, previously A2,
   -- Cl. B-6, Downgraded to Ba2, 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,


Issuer: HarborView Mortgage Loan Trust 2006-9

   -- Cl. B-6, Downgraded to Baa2, previously Baa1,
   -- Cl. B-7, Downgraded to Ba2, previously Baa3,


Issuer: HarborView Mortgage Loan Trust 2006-CB1

   -- Cl. 2-B1 Currently Aa2 on review for possible downgrade,
   -- Cl. 2-B2, Downgraded to Ba2, previously A2,
   -- Cl. 2-B3, Downgraded to Caa1, previously Baa2,
   -- Cl. 2-B4, Downgraded to Caa2, previously Ba2.


HELIX ENERGY: Considers Private Offering of $500 Mil. Sr. Notes
---------------------------------------------------------------
Helix Energy Solutions plans to offer $500 million of senior
unsecured notes through a private placement, subject to market
conditions.  Certain of the company's domestic subsidiaries will
fully and unconditionally guarantee the notes.

The company intends to use the net proceeds of the proposed
offering to repay outstanding indebtedness under its senior
secured credit facilities.  

Headquartered in Houston, Texas, Helix Energy Solutions (NYSE:HLX)
-- http://www.helixesg.com/-- is an offshore energy company that  
provides development solutions and other key life of field
services to the open energy market as well as to our own oil and
gas business unit.  That business unit is a prospect generation,
exploration, development and production company. Employing its own
key services and methodologies, the company seeks to lower finding
and development costs, relative to industry norms.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Moody's Investors Service assigned a 'B3' (LGD4, 68%) rating to
Helix Energy Solutions Group, Inc.'s proposed $500 million of
fixed and floating rate senior unsecured notes.  Simultaneously,
Moody's upgraded Helix's existing term loan B and senior secured
revolving credit facility ratings to Ba2 (LGD 2, 20%) from B1 (LGD
3, 37%) and affirmed the company's B2 corporate family rating and
B2 probability of default rating.  Moody's also assigned a
speculative grade liquidity rating of SGL-3.  The outlook is
changed to positive from stable.

As reported in the Troubled Company Reporter on Dec. 11, 2007,
Standard & Poor's Ratings Services affirmed its existing ratings,
including the 'BB-' corporate credit rating, on Helix Energy
Solutions Group. Inc. and assigned its 'B+' senior unsecured
rating to $500 million in proposed fixed-rate notes due 2015 and
floating-rate notes due 2014.  The outlook is stable.


HIGDON FURNITURE: Court Approves Edwin Rude as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida
gave Higdon Furniture Company authority to employ C. Edwin Rude,
Jr., Esq. as its bankruptcy counsel.

Mr. Rude will give the Debtor legal advice with respect to its
powers and duties as a debtor-in-possession and to perform other
legal services for the Debtor which may be necessary.  

Specifically, Mr. Rude will:

   a. assist the Debtor as may be necessary in connection with
      the use, sale or lease of the Debtor's assets, the
      recovery, if necessary, of preferential or fraudulent
      transfers, objections to claims, and any potential sale
      of the Debtor's assets;

   b. assist the Debtor in the formulation and filing of its
      chapter 11 plan and any reports required by the Court and
      the U.S. Trustee to be filed;

   c. appear before the Court and protect the interests of the
      Debtor before the Court; and

   d. perform other legal services for the Debtor in connection
      with the relief proceedings before the Court.

Mr. Rude bills at $300 per hour for his services and $90 per hour
for paralegals.

The Debtor has provided Mr. Rude a $20,000 retainer, from which he
can draw his fees and costs.  Of the $20,000 retainer, the amount
of $4,125 was utilized for prepetition services rendered by Mr.
Rude.  The $15,875 balance remains with Mr. Rude for future
distribution in the proceedings.

To the best of the Debtor's knowledge, Mr. Rude does not hold or
represent any interest adverse to the Debtor or the estate.

The professional can be reached at:

                     C. Edwin Rude, Jr., Esq.
                     211 East Call Street
                     Tallahassee, FL 32301-7607
                     Tel: (850) 222-2311
                     Fax: (850) 222-2120

Quincy, Florida-headquartered Higdon Furniture Company --
http://www.higdonfurniture.com/-- designs, manufactures and ships  
furniture in Quincy, Florida and originates accounts receivable
and inventory on a daily basis.  The Debtor filed for chapter 11
petition on Oct. 31, 2007 (Bankr. N.D. Fla. Case No. 07-40562).


HIGDON FURNITURE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Higdon Furniture Company submitted to the U.S. Bankruptcy Court
for the Northern District of Florida its schedules of assets and
liabilities, disclosing:

   Name of Schedule                     Assets     Liabilities
   ----------------                   ----------   -----------
   A. Real Property                   $2,766,000
   B. Personal Property                8,273,750
   C. Property Claimed as                      
      Exempt

   D. Creditors Holding                             $6,198,428
      Secured Claims
   E. Creditors Holding                                334,683
      Unsecured Priority
      Claims
   F. Creditors Holding                              3,474,625
      Unsecured Nonpriority
      Claims
                                     -----------   -----------
      TOTAL                          $11,039,750   $10,007,737

Quincy, Florida-headquartered Higdon Furniture Company --
http://www.higdonfurniture.com/-- designs, manufactures and ships  
furniture in Quincy, Florida and originates accounts receivable
and inventory on a daily basis.  The Debtor filed for chapter 11
petition on Oct. 31, 2007 (Bankr. N.D. Fla. Case No. 07-40562).


HIGDON FURNITURE: U.S. Trustee Won't Appoint Creditors' Panel
-------------------------------------------------------------
Until further notice, the United States Trustee for Region 21 will
not appoint an official committee of unsecured creditors in the
case of Higdon Furniture Company.

Document submitted with the U.S. Bankruptcy Court for the Northern
District of Florida does not disclose the U.S. Trustee's reason
for not forming a Committee.

Quincy, Florida-headquartered Higdon Furniture Company --
http://www.higdonfurniture.com/-- designs, manufactures and ships  
furniture in Quincy, Florida and originates accounts receivable
and inventory on a daily basis.  The Debtor filed for chapter 11
petition on Oct. 31, 2007 (Bankr. N.D. Fla. Case No. 07-40562).


HIGHLANDS INSURANCE: Chapter 15 Petition Summary
------------------------------------------------
Petitioner: Dan Yoram Schwarzmann
            Mark Charles Batten
            PricewaterhouseCoopers, L.L.P.
            1 Embankment Place
            London, WC2N 6RH
            United Kingdom

Debtor: Highlands Insurance Co. (U.K.), Ltd.
        Bruton Court, Bruton Way,
        Gloucester, Gloucestershire GL1 1DA
        United Kingdom

Case No.: 07-13970

Type of Business: Incorporated in the U.K. on 1974, the Debtor
                  began transacting insurance and reinsurance
                  business in 1982 from Gloucestershire, England.

                  The Debtor is a wholly-owned subsidiary of
                  Highlands Holdings (U.K.), Ltd., which is in
                  turn a wholly-owned subsidiary of Highlands
                  Insurance Group, Inc. of Delaware in the U.S.

                  Between 1983 and 1994, the Debtor predominantly
                  wrote London market excess-of-loss business.  It
                  ceased underwriting new and renewal business on
                  1994.  On November 2003, it retained P.R.O.
                  Insurance Solutions, Ltd. to manage the run-off
                  of its business.

                  On October 31, 2002, Highlands Insurance Group,
                  Inc. and several subsidiaries filed for Chapter
                  11 protection (Bankr. D. Del. Case No. 02-
                  13196).  Pursuant to the debtors' Chapter 11
                  plan, which became effective on March 31, 2003,
                  all the shares of Highlands Insurance Group,
                  Inc. were cancelled and new shares were issued
                  to a liquidating trust.  The plan has been
                  substantially consummated and a final decree
                  closing the case was entered in September 30,
                  2003.

                  On October 25, 2007, the Debtor's directors
                  presented an application to the High Court of
                  Justice, Chancery Division, Companies Court to
                  place the Debtor into administration under the
                  U.K. Insolvency Act of 1986 and to appoint
                  petitioners as its joint administrators.  On
                  November 1, 2007, the court granted the
                  application and appointed Dan Yoram Schwarzmann
                  and Mark Charles Batten of
                  PricewaterhouseCoopers, L.L.P. as the Debtor's
                  petitioners.  They were also appointed as its
                  foreign representatives who were authorized to
                  commenced a Chapter 15 bankruptcy case, at the
                  same time.

Chapter 15 Petition Date: December 18, 2007

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Petitioner's Counsel: Jennifer C. DeMarco, Esq.
                      Sarah M. Tapinekis, Esq.
                      Clifford Chance U.S., L.L.P.
                      31 West 52nd Street
                      New York, NY 10019
                      Tel: (212) 878-8000

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  More than $100 Million


HIGHRIDGE ABS: Moody's Downgrades Ratings on Eight Notes
--------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
of notes issued by Highridge ABS CDO I, Ltd. and left on review
for possible further downgrade ratings of four of these classes of
notes.  The notes affected by the rating action are:

Class Description: $547,500,000 Class A-1AD First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2048

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

Class Description: $750,000,000 Class A-1AT First Priority Senior
Secured Floating Rate Notes due 2048

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

Class Description: $52,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2048

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

Class Description: $85,500,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2048

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

Class Description: $13,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2048

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

   -- Current Rating: Ca

Class Description: $14,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2048

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

Class Description: $14,500.000 Class D Sixth Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2048

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

Class Description: $15,000,000 Class E Seventh Priority Mezzanine
Deferrable Secured Floating Rate Notes due 2048

   -- Prior Rating: B2, on review for possible downgrade
   -- Current Rating: C

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on November 23, 2007, of an event of
default caused by a failure of the Class A Sequential Pay Ratio to
equal or exceed 100%, as required under Section 5.1(i) of the
Indenture dated January 25, 2007.

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

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

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

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


ICAHN ENTERPRISES: S&P Upgrades Ratings from BB+ to BBB-
--------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit and senior debt ratings on New York City-based
Icahn Enterprises L.P. (NYSE: IEP) to 'BBB-' from 'BB+'.  We also
affirmed our 'BBB' rating on the $150 million senior secured
revolving credit facility (one notch higher than the counterparty
credit rating).  The outlook is stable.

"Our view of Icahn Enterprises' creditworthiness has improved as
the mix of its investments has become more diversified," said
Standard & Poor's credit analyst Jeffrey Zaun.  The August 2007
acquisition of Icahn Capital Management also adds support to the
rating because it broadens the firm's franchise and improves its
ability to execute activist strategies.  Furthermore, with
successful exits from its gaming and oil & gas investments, the
company has begun to establish a track record of competently
executing turnaround strategies.  Finally, the ratings reflect
strong liquidity at the parent level and investment strategies
that contain downside risk.

The most salient limit to the rating is the uncertainty regarding
the firm's evolving risk profile that arises because management
makes large, opportunistic investments.  Other negative rating
factors include significant leverage at portfolio companies and
the limits on upstreaming dividends from portfolio companies.
     
Icahn Enterprises is a publicly traded master limited partnership
that is controlled by financier Carl C.  Icahn and his affiliates.  
Carl Icahn and his staff are directly responsible for allocation
of both the private equity portfolio (with $1.4 billion in book-
value assets after the November 2007 acquisition of PSC metals)
and Icahn Capital Management L.P. ($7.1 billion under management
at Sept. 30, 2007).  Although performance has been strong, there
is little visibility with respect to the direction of future
strategic moves.

The outlook is stable.  Parent-level financial leverage at Icahn
Enterprises is moderate, with existing debt totaling $2.0 billion
($118 million of mortgage and other debt, $351 million due in
2012, and $1.6 billion due in 2013).  With its debt-to-adjusted
tangible equity ratio at 0.77x, leverage was adequate at Sept. 30,
2007.  The firm's cash position is strong but could change
abruptly because of management's opportunistic investment tactics.


ICONIX BRAND: Completes $60 Million Buyout of Nike's Starter(R)
---------------------------------------------------------------
Iconix Brand Group Inc. has completed the acquisition of the
Starter(R) brand from NIKE Inc.  The purchase price for the
transaction was $60 million in cash.

Headquartered near Beaverton, Oregon, NIKE Inc. (NYSE:NKE) --
http://www.nikebiz.com/-- is a designer, marketer and distributor  
of authentic athletic footwear, apparel, equipment and accessories
for a wide variety of sports and fitness activities.  Wholly owned
Nike subsidiaries include Converse Inc., which designs, markets
and distributes athletic footwear, apparel and accessories; NIKE
Bauer Hockey Inc., a designer and distributor of hockey equipment;
Cole Haan, a designer and marketer of luxury shoes, handbags,
accessories and coats; Hurley International LLC, which designs,
markets and distributes action sports and youth lifestyle
footwear, apparel and accessories and Exeter Brands Group LLC,
which designs and markets athletic footwear and apparel for the
value retail channel.

Founded in 1971, Starter is a licensed apparel business selling to
Wal-Mart in the United States, Canada and Mexico.  

Based in New York City, Iconix Brand Group Inc. (Nasdaq: ICON) --
http://www.iconixbrand.com/-- owns fashion brands to retail
distribution from the luxury market.  The company licenses its
brands to retailers and manufacturers worldwide.  The group has
international licensees in Mexico, Japan and the United Kingdom.

                       *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Standard & Poor's Ratings Service assigned its bank loan and
recovery ratings to Iconix Brand Group Inc.'s proposed $60 million
add-on term loan facility.  The add-on was rated 'BB', two notches
above the corporate credit rating, with a '1' recovery rating,
indicating the expectation of very high (90%-100%) recovery in the
event of a default.

At the same time, Standard & Poor's affirmed the 'B+' corporate
credit rating on Iconix.  The outlook is negative.  Iconix had
about $642.2 million in debt at Sept. 30, 2007.


IMPERIAL PETROLEUM: Oct. 31 Balance Sheet Upside-Down by $8.0 Mil.
------------------------------------------------------------------
Imperial Petroleum Inc.'s consolidated balance sheet at Oct. 31,
2007, showed $5.7 million in total assets and $13.7 million in
total liabilities, resulting in an $8.0 million total
shareholders' deficit.

At Oct. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $727,633 in total current assets
available to pay $2.5 million in total current liabilities.

The company reported a net loss of $701,005 on oil and gas revenue
of $499,893 for the first quarter ended Oct. 31, 2007, compared
with a net loss of $502,391 on oil and gas revenue of $359,580 in
the same period ended Oct. 31, 2006.

The company completed a re-financing of its senior debt during
April 2007 and with additional borrowings available under the line
of credit facility, began a workover program on its oil and gas
properties.  As a result, the company's revenues for the quarter
ended Oct. 31, 2007, increased by almost 40% compared to the same
quarter last year.

The net loss for the quarter increased due to increased expenses
in stabilizing production levels despite increased revenues.  The
company does not expect to be profitable until its workover
program is successfully completed and its oil and gas sales
increase significantly.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?266b

                    About Imperial Petroleum

Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) -- http://www.iptm.net/-- is an oil and natural  
gas exploration and production company.


JUPITER HIGH: Moody's Junks Ratings on Four Notes Classes
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
of notes issued by Jupiter High Grade CDO VII, Ltd., and left on
review for possible further downgrade ratings of two of these
classes of notes.  Moody's also placed an additional class of
notes on review for possible downgrade.  The notes affected by the
rating action are:

Class Description: $1,050,000,000 Class A-1 Floating Rate Notes
Due November 2047

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

Class Description: $150,000,000 Class A-3 Floating Rate Notes Due
November 2047

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

Class Description: $80,000,000 Class A-4 Floating Rate Notes Due
November 2047

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

Class Description: $20,000,000 Class A-5 Floating Rate Notes Due
November 2047

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

Class Description: $20,000,000 Class B Deferrable Floating Rate
Notes Due November 2047

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

Class Description: $10,000,000 Class C Deferrable Floating Rate
Notes Due November 2047

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Nov. 30, 2007, of an event of default
caused by a failure of the Principal Coverage Ratio relating to
the Class A Notes to equal or exceed 97%, as required under
Section 5.1(d) of the Indenture dated August 2, 2007.

Jupiter High Grade CDO VII, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of RMBS and CDO
securities.

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

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A-1, Class A-3 and the Class A-4 Notes remain on review for
possible downgrade.


LEHMAN XS: Delinquency Prompts Moody's to Downgrade Ratings
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eighteen
tranches and has placed under review for possible downgrade the
rating of one tranche from six transactions issued by Lehman XS
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: Lehman XS Trust Series 2005-7N

   -- Cl. M3-II, Downgraded to A2, previously A1,
   -- Cl. M4-II, Downgraded to Baa2, previously A3,
   -- Cl. M5-II, Downgraded to Ba1, previously Baa1,
   -- Cl. M6-II, Downgraded to Ba3, previously Baa2,

Issuer: Lehman XS Trust Series 2006-4N

   -- Cl. M7, Downgraded to Baa2, previously Baa1,
   -- Cl. M8, Downgraded to Baa3, previously Baa1,

Issuer: Lehman XS Trust Series 2006-GP1

   -- Cl. M5 Currently Aa3 on review for possible downgrade,
   -- Cl. M6, Downgraded to A2, previously A1,
   -- Cl. M7, Downgraded to Baa1, previously A2,
   -- Cl. M8, Downgraded to Ba1, previously Baa1,

Issuer: Lehman XS Trust Series 2006-GP2

   -- Cl. M8, Downgraded to A3, previously A2,
   -- Cl. M9, Downgraded to Baa1, previously A3,
   -- Cl. M10, Downgraded to Baa2, previously Baa1,
   -- Cl. M11, Downgraded to Ba1, previously Baa2,

Issuer: Lehman XS Trust Series 2006-GP3

   -- Cl. M8, Downgraded to A3, previously A2,
   -- Cl. M9, Downgraded to Baa1, previously A3,
   -- Cl. M10, Downgraded to Ba1, previously Baa2,

Issuer: Lehman XS Trust Series 2006-GP4

   -- Cl. M10, Downgraded to Baa1, previously A3,
   -- Cl. M11, Downgraded to Ba1, previously Baa2.


LID LTD: Plan Mulls Three Treatments of Four Secured Claims
-----------------------------------------------------------
L.I.D. Ltd. submitted to the Honorable James M. Peck of the U.S.
Bankruptcy Court for the Southern District of New York its plan of
reorganization and disclosure statement.

The Debtor relates that it will effectuate the terms of the plan
through several means based on a four-year projection it prepared
with the input of its chief restructuring officer.  Based on these
projections, the Debtor will continue to convert its inventory
into cash at margins averaging 19%.

Also, the Debtor will make a new value contribution of $3,000,000
in goods upon confirmation to fund the plan.  The Debtor has
arranged with a third party to make the sum of $10,000,000
available to purchase the liens of one or more lenders at 50% of
their allowed claims, less principal payments received during the
course of the case.

The Debtor has designated Ronen Herzig, chief financial officer,
as the distributing agent.  The Debtor will search for a chief
executive officer replacing the CRO, who will no longer be
retained post-confirmation.

                       Administration Costs
                              
Under the plan, administration costs, including unpaid
postpetition obligations of the Debtor and fees due professionals
in connection with the case will be paid in full and in cash.

As of Oct. 31, 2007, there is a remaining carve out for
professional fees of $28,940.  The Debtor anticipates that about
$150,000 in additional payments will be needed prior to
confirmation in addition to the balance of a 20% holdback.

Under a final cash collateral order, the Debtor was responsible
for the first $200,000 in fees paid to the CRO and consensus
advisors.  That amount has been reached and the total fees to date
due to consensus advisors are about $275,000.  The lenders are
liable for one half of these expenses in excess of the $200,000
paid by the Debtor.  It is estimated that the Debtor will accrue
and pay another $120,000 in fees to the CRO by confirmation.

                      ABN AMRO Secured Claim

The Debtor says that ABN AMRO Bank NV New York filed a secured
claim in the amount of $13,420,000 and has a first priority lien
against the Debtor's assets.  In addition to monthly interest
payments under loan documents, ABN AMRO received, in violation of
an automatic stay, the sum of $236,884 from Bank Leumi in
reduction of principal on May 17, 2007.  ABN AMRO has also
received, under the FCCO, 31.6% of payments of principal in the
sum of $237,000 in further reduction of principal.  It is
projected that it will receive the further sum of $79,000 per
month prior to confirmation projected to be in March 2008.

The plan calls for three different potential treatment of ABN
AMRO's claim related to funds loaned under an irrevocable letter
of credit f/b/o the Debtor's prior landlord, F.M. Ring.  The
landlord has advised that it intends to draw down on that LOC to
offset its lease rejection claim.  The Debtor says that it
reserves the right to determine if ABN AMRO is properly perfected
in the advance for the LOC.  The potential treatments of the claim
are:

   a. If ABN AMRO will not vote for the plan then confirmation,
      the principal balance will be paid off over a period of up
      to four years, with interest, at the lowest non-default
      rate paid monthly and with quarterly payments of principal.
      Non-monetary defaults will be deemed cured.  No further
      payments will be made on account of subordinated insider
      debt until the ABN AMRO claim is paid in full under the
      terms of the plan.

   b. If ABN AMRO will vote for the plan and accept a lump sum
      payment of 50% of its allowed claim for an assignment of
      its claim to the Debtor's new lender, its claim will be
      subordinated to allowed secured claim that is not purchased
      by the new lender.

   c. If ABN AMRO will vote for the plan, or if the new lender
      will decline to purchase its claim, ABN AMRO may retain its
      lien and receive 60% of its allowed claim without interest,
      payable in equal quarterly installments over four years.  
      In exchange for the reduced payment, the creditor will
      receive a release from the Debtor.

                     Bank Leumi Secured Claim

The Debtor relates that Bank Leumi I, USA has a secured claim of
$7,221,809 and has a second priority lien against the Debtor's
assets.  Bank Leumi has received monthly interest payments at the
lowest non-default interest rate.  In addition, it transferred
back into the Debtor's non-debtor-in-possession account the sum of
$764,134, and then in violation of an automatic stay, transferred
the sum of $618,947 to other lenders in reduction of principal on
May 17, 2007.  This resulted in the Debtor paying higher interest
rate on the increased loan balance at Bank Leumi.  Bank Leumi also
received, pursuant to the FCCO, the sum of $138,750 in further
reduction of principal.  It is projected that it wil receive on a
monthly basis the further sum of $46,250 prior to confirmation.

The Debtor believes that Bank Leumi tortiously interfered in its
business by wrongfully alleging the Debtor was in default of a
non-monetary covenant and preventing remanufacturing of jewelry.  
The Debtor adds that Bank Leumi conspired with other lenders to
have them declare a non-monetary default and accelerate the notes
of other lenders.

The plan calls for three different potential treatments of Bank
Leumi's claim:

   a. If Bank Leumi will not vote for the plan, upon confirmation,
      the principal balance will be paid off over four years,
      with interest at the lowest non-default rate paid monthly
      and with quarterly payments of principal.  Other non-
      monetary defaults will be deemed cured.  No further
      payments on subordinated insider bet will pay paid by the
      Debtor until the Bank Leumi claim is paid in full under
      the terms of plan.

   b. If Bank Leumi will vote for the plan and accept a lump
      sum payment of 50% of its allowed claim for an assignment
      of its claim to the Debtor's new lender, its claim will
      be subordinated to allowed secured claim that is not
      purchased by the new lender.

   c. If Bank Leumi will vote for the plan, or if the new lender
      will decline to purchase its claim, Bank Leumi may retain
      its lien and receive 55% of its allowed claim without
      interest, payable in equal quarterly installments over
      four years.  In exchange for the reduced payment, the
      creditor will receive a release from the Debtor.

                   Sovereign Bank Secured Claim

According to the Debtor, Sovereign Bank has a secured claim of
$13,338,605 and has a third priority security lien against the
Debtor's assets.  Sovereign is secured up to the value of its
collateral, which is not more than $30,000,000 and subject to two
prior secured claims of $20,641,809.  Thus, Sovereign has an
unsecured claim of $3,980,414.

During the course of the case, Sovereign has received monthly
interest payments at the lowest non-default interest rate.  In
addition, it received in violation of an automatic stay, the sum
of $236,884 from Bank Leumi in reduction of principal.  Sovereign
has also received pursuant to the FCCO the sum of $235,500 in
further reduction of principal.  It is projected that Sovereign
will receive a further sum of $78,500 per month prior to
confirmation.

The plan calls for three different potential treatments of
Sovereign's claim:

   a. If Sovereign will not vote for the plan, upon confirmation,
      the principal balance will be paid off over four years,
      with interest at the lowest non-default rate paid monthly
      and with quarterly payments of principal.  Other non-
      monetary defaults will be deemed cured.  No further
      payments on subordinated insider bet will pay paid by the
      Debtor until the Sovereign claim is paid in full under the
      terms of plan.

   b. If Sovereign will vote for the plan and accept a lump sum
      payment of 50% of its allowed claim for an assignment of
      its claim to the Debtor's new lender, its claim will be
      subordinated to allowed secured claim that is not purchased
      by the new lender.

   c. If Sovereign will vote for the plan, or if the new lender
      will decline to purchase its claim, Sovereign may retain
      its lien and receive 65% of its allowed claim without
      interest, payable in equal quarterly installments over
      four years.  In exchange for the reduced payment, the
      creditor will receive a release from the Debtor.

                      HSBC Bank Secured Claim

The Debtor says that HSBC BANK USA, National Association has a
secured claim of $8,012,302 and has a fourth priority secured lien
against the Debtor's assets.  Based upon the Debtor's liquidation
analysis, HSBC is completely unsecured.

During the bankruptcy case, HSBC has received monthly interest
payments at the lowest non-default rate and in violation of an
automatic stay, the sum of $145,187 from Bank Leumi in reduction
of principal.  HSBC has also received pursuant to the FCCO the sum
of $138,750 in further reduction of principal.  It is projected
that HSBC will receive the further sum of $46,250 per month prior
to confirmation.

The plan call for three different potential treatments of HSBC
claim:

   a. If HSBC will not vote for the plan, upon confirmation, the
      principal balance will be paid off over four years, with
      interest at the lowest non-default rate paid monthly and
      with quarterly payments of principal.  Other non-monetary
      defaults will be deemed cured.  No further payments on
      subordinated insider bet will pay paid by the Debtor until
      the HSBC claim is paid in full under the terms of plan.

   b. If HSBC will vote for the plan and accept a lump sum
      payment of 50% of its allowed claim for an assignment of
      its claim to the Debtor's new lender, its claim will be
      subordinated to allowed secured claim that is not purchased
      by the new lender.

   c. If HSBC will vote for the plan, or if the new lender will
      decline to purchase its claim, HSBC may retain its lien
      and receive 60% of its allowed claim without interest,
      payable in equal quarterly installments over four years.  
      In exchange for the reduced payment, the creditor will
      receive a release from the Debtor.

                 Allowed General Unsecured Claims

The Debtor estimates allowed unsecured claims at $16,623,129.  
These claims will be paid pro rata from the total sum of
$3,500,000 paid in equal quarterly installments over four years.  
The dividend will be about 21%.

                Subordinated Insider Secured Claim

The Debtor relates that subordinated insider claim of L.I.D. Ltd
(Israel), the parent company and sole shareholder of the Debtor,
is about $50,000,000.  This secured insider claim is subordinate
to liens of secured lenders and to allowed unsecured claims.  No
distribution will be made an account of this claim until allowed
secured and unsecured claims are paid in full under the terms of
the plan.

Also, this claim will be subordinated to new financing obtained
from exit financing.  This claim, although impaired, is not
permitted to vote for the plan.

                          Equity Claim

According to the Debtor, shareholders will retain their interests
in the reorganized Debtor.  The retention of their equity interest
will be subordinated to the subordinated insider secured claim and
the infusion of new goods worth $3,000,000, through other
subsidiaries and affiliates to effectuate the terms of the plan.

The Debtor's time to solicit acceptances to the plan was extended
until Jan. 24, 2008.

                         About L.I.D. Ltd.

Headquartered in New York, L.I.D. Ltd., a jeweler, filed a chapter
11 petition on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725)
Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen and
Rochelle R. Weisburg, Esq., at Shiboleth, Yisraeli, Roberts &
Zisman LLP represent the Debtor in its restructuring efforts.  No
case trustee, examiner, or official committee of unsecured
creditors has been appointed in the case.  When the Debtor sought
protection from its creditors, it listed total assets of
$157,784,935 and total debts of $143,867,465.


LUMINENT MORTGAGE: Moody's Cut Ratings on 12 Tranches
------------------------------------------------------
Moody's Investors Service has downgraded the ratings of twelve
tranches and has placed under review for possible downgrade the
ratings on two tranches from five transactions issued by Luminent
Mortgage Trust in 2006 and late 2005.  One downgraded tranche
remains 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: Luminent Mortgage Trust 2006-1

   -- Cl. B-1, Downgraded to Baa2, previously A2,
   -- Cl. B-2, Downgraded to B2, previously Baa2,


Issuer: Luminent Mortgage Trust 2006-2

   -- Cl. B-2, Downgraded to Baa1, previously A2,
   -- Cl. B-3, Downgraded to B1, previously Baa2,


Issuer: Luminent Mortgage Trust 2006-3

   -- Cl. I-B-2 Currently Aa3 on review for possible downgrade,
   -- Cl. I-B-3, Downgraded to Baa3, previously A3,
   -- Cl. I-B-4, Downgraded to Ba2, previously Baa1,

Issuer: Luminent Mortgage Trust 2006-4

   -- Cl. B-2, Downgraded to A3, previously A2,
   -- Cl. B-3, Downgraded to Ba1, previously Baa2,
   -- Cl. B-4, Downgraded to B3 on review for possible further
downgrade, previously Ba2,


Issuer: Luminent Mortgage Trust 2006-5

   -- Cl. B-1 Currently Aa1 on review for possible downgrade,
   -- Cl. B-2, Downgraded to A3, previously A1,
   -- Cl. B-3, Downgraded to Ba2, previously Baa1,
   -- Cl. B-4, Downgraded to Caa1, previously Ba2.


MEDICALCV INC: Oct. 31 Balance Sheet Upside-Down by $2 Million
--------------------------------------------------------------
MedicalCV Inc.'s consolidated balance sheet at Oct. 31, 2007,
showed $8.3 million in total assets and $10.3 million in total
liabilities, resulting in a $2.0 million total stockholders'
deficit.

The company reported a $5.0 million net loss on sales of $29,000
for the second quarter ended Oct. 31, 2007, compared with a net
loss of $3.1 million on $-0- sales in the same period ended
Oct. 31, 2006.

The company reported a loss from operations of $4.4 million, an
increase from the loss from operations of $3.1 million reported in
the prior period quarter.  

General and administrative expenses increased from $539,595 in the
three months ended Oct. 31, 2006, to $1.7 million in the three
months ended Oct. 31, 2007.   

Research and development expenses decreased from $2.2 million in
the three months ended Oct. 31, 2006, to $1.6 million in the three
months ended Oct. 31, 2007.  The decrease in research and
development expenses resulted primarily from a reduction of
$526,399 in costs associated with external development of the
controller component of the company's ablation systems.

In addition, the company recorded a $750,000 payment to J Giordano
Securities Group in settlement of a breach of contract claim by
JGSG.  The complaint alleges that JGSG was entitled to additional
compensation pursuant to certain financing activities by the
company us that occurred in December 2005, January 2006, and
October 2006, as well as certain compensation relating to
registration of the shares underlying the warrants issued to JGSG
as compensation in connection with the April 2005 private
placement of the company's securities in which JGSG was a
placement agent.

Interest expense increased from $29,772 in the three months ended
Oct. 31, 2006, to $756,799 in the three months ended Oct. 31,
2007.  

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?2672

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Minneapolis-based Laurie Besikof Lapidus & Company LLP expressed
substantial doubt about MedicalCV Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended April 30, 2007, and 2006.  The
auditing firm reported that the company has incurred operating
losses and negative cash flows from operations in recent years and
will require additional funds to finance its working capital and
capital expenditure needs.

                       About MedicalCV Inc.

Headquartered in Inver Grove Heights, Minn., MedicalCV Inc.
(OTC BB: MCVI.OB) -- http://www.medcvinc.com/-- is a medical   
device company that develops, manufactures and sells laser-based
surgical ablation systems to create precise, clinically relevant
lesions, or scars, in soft tissue and in cardiac tissue.  The
company's core products are the SOLAR(TM) and ATRILAZE(TM)
Surgical Ablation Systems for use in soft and cardiac tissue
ablation procedures, respectively.   Both the SOLAR(TM) and
ATRILAZE(TM) Systems have been utilized in concomitant open-heart
and, by some cardiothoracic surgeons, in minimally invasive
cardiac surgery procedures.


MORTGAGEIT TRUST: Moody's Downgrades Ratings on Two Tranches
------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of two
tranches from one transaction issued by MortgageIT Trust in 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: MortgageIT Trust 2005-AR1, Mortgage Pass-Through
Certificates, Series 2005-AR1

   -- Cl. I-B-2, Downgraded to A3, previously A2,
   -- Cl. I-B-3, Downgraded to Ba3, previously Baa2.


MOST HOME: Oct. 31 Balance Sheet Upside-Down by $1.5 Million
------------------------------------------------------------
Most Home Corp.'s consolidated balance sheet at Oct. 31, 2007,
showed $1.4 million in total assets and $2.9 million in total
liabilities, resulting in a total stockholders' deficit of
$1.5 million.

At Oct. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $275,825 in total current assets
available to pay $2.9 million in total current liabilities.

The company reported a net loss of $574,167 on net revenues of
$585,961 for the first quarter ended Oct. 31, 2007, compared with
a net loss of $805,263 on net revenues of $565,396 for the same
period ended Oct. 31, 2006.

Research and development costs decreased $102,241 from the prior
year quarter.

Selling, general and administrative costs decreased $69,245 from
the three months ended Oct. 31, 2006.  

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?266d

                       Going Concern Doubt

Manning Elliott LLP, in Vancouver, Canada, expressed substantial
doubt about Most Home Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended July 31, 2007, and 2006.  The
auditing firm reported that the company has a working capital
deficiency and has incurred recurring losses from operations.  In
addition, the company will need additional equity or debt
financing to sustain operations.

                          *     *     *

Headquartered in Maple Ridge, British Columbia, Canada, Most Home
Corp. (OTC BB: MHME.OB) -- http://www.mosthome.com/-- is a real  
estate services company providing technology solutions for agents,
brokers and real estate franchises.


NASDAQ STOCK: S&P's Retains BB Rating on Positive CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB' long-term
counterparty credit rating on The Nasdaq Stock Market Inc. remains
on CreditWatch with positive implications, where it was placed
Sept. 20, 2007.  The 'A/A-1' counterparty credit rating on OMX AB
remains on CreditWatch Negative, where it was placed May 25, 2007.

The CreditWatch actions pertain to the proposed merger of Nasdaq
and OMX, as well as Nasdaq's proposed acquisitions of the
Philadelphia Stock Exchange (Phlx) and the Boston Stock Exchange
(BSE).

"We expect that upon successful completion of these transactions,
we will lower the ratings on any of OMX's operating subsidiaries
to 'BBB+' from 'A' and upgrade The Nasdaq Stock Market, which will
house all of the debt, to 'BBB-' from 'BB'," said Standard &
Poor's credit analyst Charles D. Rauch.

The potential upgrade of Nasdaq, which will be renamed The Nasdaq
OMX Group, is based on the potential transformation of Nasdaq's
franchise upon completion of the OMX, Phlx, and BSE acquisitions,
partially offset by potential integration risks and a moderately
large amount of debt financing.  Nasdaq will also use cash and
issue common stock to complete the acquisition financing.

Upon completion of the three acquisitions, Nasdaq will transform
to an international cash and derivatives exchange and technology
provider from strictly a domestic stock exchange.  OMX brings its
Nordic and Baltic cash equities and options exchanges, as well as
its global technology group.  Phlx is the third-largest stock
option exchange in the U.S. with a 15% market share. BSE brings
its dormant stock exchange and stock clearing licenses.  The
combined group will have a revenue mix that is more diversified by
geography and product mix than historical Nasdaq.

Based on Standard and Poor's review of preliminary financing
plans, S&P projects the combined group will generate strong
earnings and sufficient cash flows to service its debt
obligations.  Initial debt-to-EBITDA coverage and EBITDA interest
coverage will be in line with those of similarly rated
corporations.

While both Nasdaq and OMX have good track records in M&A, this
four-way combination introduces unique integration risks, along
with synergistic opportunities.  The OMX acquisition is a trans-
Atlantic deal, in which there are cultural differences that need
to be melded.  The toughest job, but the one offering the best
long-term operating efficiencies and strategic advantages, is the
consolidation of the global technology and infrastructure.  This
includes combining Nasdaq's INET platform and OMX's next
generation technology, Genium.  S&P does not expect this task to
be completed until the end of 2009.

Goodwill generated from these acquisitions will result in negative
tangible equity at the consolidated entity.  While our credit
analysis for exchanges focuses more on cash flow generation than
on balance-sheet leverage, S&P expects regulated clearing
subsidiaries to maintain sufficient capital to cover unexpected
losses arising from member default.

Standard and Poor's will resolve the CreditWatches on Nasdaq and
OMX when financing plans are finalized.


NATIONAL COAL: S&P Raises Rating on $55 Million Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the  
$55 million senior secured notes of National Coal Corp.
(CCC/Negative/--).  The ratings on the notes were raised to 'CCC',
the same as the corporate credit rating, from 'CCC-'.

At the same time, S&P assigned its '3' recovery rating to the
notes, indicating the expectation of meaningful (50%-70%) recovery
in the event of a payment default.

The ratings on National Coal Corp. reflect its high-cost profile,
delays in meeting aggressive production goals, and operational
challenges that have all contributed to operating losses and a
tight liquidity position.

National Coal is a very small producer of thermal coal in the
difficult mining region of central Appalachia. The company has a
vulnerable business-risk profile stemming from unit cash
production costs that are higher than those of its peers and
because a considerable portion of its output is derived from
challenging, thin, underground coal seams.  The company's
acquisition of Mann Steel (renamed National Coal of Alabama, Inc.)
in October 2007 slightly improves its business prospects.  Mann
Steel provides additional production and higher gross profit
margin, driven by its strategic location close to its major
customers, which offer them a transportation advantage when
purchasing from the company.
     
However, the benefit for National Coal Corp. from the higher
margin is offset by significant restrictions in its new, unrated
$60 million notes, which limit the amount of cash that flows up to
the National Coal Corp. level.  With the acquisition, National
Coal has nine small mines in operation in Tennessee, Kentucky, and
Alabama. The company forecasts production increasing significantly
from the 1.86 million tons estimated for 2007 (which includes
fourth-quarter estimated production from National Coal of Alabama
Inc.).

During the first nine months of 2007, National Coal's financial
results were lower than expected because of significantly lower
production levels than had been planned.  A weak coal market,
increased costs of petroleum products, tough geological
conditions, and equipment damage all drove down EBITDA for
the 12 months ended Sept. 30, 2007, to a negative $2 million and
free cash flow to negative $24 million.  Further exacerbating the
weakness of National Coal's business profile is a highly leveraged
capital structure.  After accounting for the additional $60
million of debt incurred to fund the National Coal of Alabama
acquisition, total adjusted debt is about $140 million at Sept.
30, 2007.  As a result, pro forma debt to EBITDA, for the combined
entity, was more than 12x.

                        Ratings List

                      National Coal Corp.

Corporate Credit Rating       CCC/Negative/--

Rating Raised
                               To         From  
                               ---        ----
     Sr secrd nts              CCC        CCC-

Rating Assigned

     Recovery rtg              3
  

NEWCASTLE MORTGAGE: Moody's Downgrades Ratings on Seven Tranches
---------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of 7 tranches
from Newcastle Mortgage Securities Trust 2007-1.  The collateral
backing these classes consists of primarily first lien, fixed and
adjustable-rate, subprime mortgage loans.

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

Complete list of Rating Actions:

Issuer: Newcastle Mortgage Securities Trust 2007-1

   -- M-5, Downgraded to A3, previously A2,
   -- M-6, Downgraded to Baa2, previously A3,
   -- M-7-A, Downgraded to Ba1, previously Baa1,
   -- M-7-B, Downgraded to Ba1, previously Baa1,
   -- M-8-A, Downgraded to Ba3, previously Baa2,
   -- M-8-B, Downgraded to Ba3, previously Baa2,
   -- M-9, Downgraded to B2, previously Baa3.


NOVASTAR MORTGAGE: Four Loan Classes' Ratings Lowered by S&P
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of home equity loan asset-backed certificates issued by
NovaStar Mortgage Funding Trust Series 2004-2.  Concurrently, S&P
affirmed its ratings on the remaining eight classes from this
transaction (see list).

The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses.  As of the November 2007
remittance date, cumulative realized losses have reached
$21,552,717, or 1.54% of the original pool balance, which is up
from $14,736,670 or 1.05% of the original pool balance as of May
2007.  Overcollateralization is down to $4,308,220, which is
$2,691,780 below its target.  Severe delinquencies (90-plus days,
foreclosures, REOs) make up 12.8% of the current pool balance.  
Credit support for the higher classes has also been depleted due
to the step-down feature, as the transaction is
currently passing performance triggers that allow principal to be
distributed to the lower rated classes on a pro-rata basis.

The affirmations reflect sufficient credit enhancement available
to support the current ratings.  The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.

Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  Class A-1 is also wrapped
with bond insurance provided by Financial Security Assurance Inc.
('AAA/Stable' financial strength rating).  The collateral
originally consisted primarily of adjustable- and
fixed-rate, conventional, subprime mortgage loans.


                        Ratings Lowered

              NovaStar Mortgage Funding Trust Series 2004-2
                Home equity loan asset-backed certificates

                                   Rating
                                   ------
                        Class    To      From
                        -----    --      ----
                        M-5      BB      A
                        B-1      B       A-
                        B-2      CCC     BB
                        B-3      CCC     B


                      Ratings Affirmed

              NovaStar Mortgage Funding Trust Series 2004-2
                Home equity loan asset-backed certificates

                     Class                Rating
                     -----                ------
                     A-1, A-2, A-5, P     AAA
                     M-1                  AA+
                     M-2                  AA
                     M-3                  AA-
                     M-4                  A+


NWT URANIUM: Gets Notice of Default from Azimut Exploration
-----------------------------------------------------------
Azimut Exploration Inc. has delivered a notice of Default to NWT
Uranium Corporation regarding a number of NWT's specific
obligations that have not been complied with pursuant to the terms
of the North Rae and Daniel Lake property option agreements.

Azimut holds 100% of the North Rae and Daniel Lake properties, and
NWT holds an option to earn an initial 50% interest therein over a
5-year period and a second option to earn an additional 15%
interest.  NWT is the operator on both properties.

The notice of default details NWT's failure to fulfill certain of
its core obligations as operator, including its failure to allow
Azimut timely access to factual technical data, maps and reports,
including a series of databases relating to exploration programs
carried out on the properties, and its failure to deliver to
Azimut ten (10) overdue quarterly reports pertaining to its
operations on the projects.

In the notice of default, Azimut also expressed serious concerns
regarding specific aspects of NWT's management of the operations
and the persistent failure of NWT to disclose material facts to
Azimut in order to substantiate public releases of technical
information.

In accordance with the provisions of the Agreements, NWT has sixty
(60) days from the notice of default to fully remedy its default
on each of the agreements.  For each instance of non compliance,
the agreement will automatically terminate following the expiry of
said sixty (60) day period.

                       About Azimut Exploration

Azimut Exploration Inc. is a mineral exploration company using
cutting-edge targeting methodologies to discover major ore
deposits.  Azimut has 20 active option agreements representing an
aggregate work commitment of $65 million from partners on uranium,
gold and nickel properties in Quebec.

                         About NWT Uranium

NWT Uranium Corporation, (TSXV: NWT; OTCBB: NWURF) --
http://www.nwturanium.com/--  formerly Northwestern Mineral  
Ventures Inc. is engaged in acquiring, exploring and developing
uranium bearing mineral properties located in Canada and Niger.  
The company's properties are at the exploratory stage and thus
non-producing.  Its exploration activities consist in exploration
and drilling of its properties to further assess the mineral
potential and to develop more detailed exploration programs.  The
company has a portfolio of properties around the world, including
a 38.5% stake in Niger Uranium Ltd.; a binding Letter of Intent to
acquire up to 65% interest in the North Rae Uranium Project in the
Ungava Bay region in northern Quebec, Canada; an option to acquire
up to 65% interest in the Daniel Lake Uranium Project; and an
option to earn up to 75% ownership of the Waterbury Project.


NWT URANIUM: Balks at Third Party's Unsolicited Buy Offer
---------------------------------------------------------
NWT Uranium Corp. said Monday that it has received an unsolicited
proposal from a third party to enter into a transaction pursuant
to which that third party would acquire all of NWT's outstanding
shares for consideration consisting of securities of that third
party.

The Board of Directors of NWT have determined, after review, that
the acquisition proposal is unlikely to result in a transaction
that is more favorable to NWT's share holders, from a financial
point of view, than the previously announced transaction with Nu-
Mex Uranium Corp.

The board has advised the third party that it does not intend to
enter into negotiations concerning the acquisition proposal.

                 Business Combination with Nu-Mex

On Dec. 13, 2007, NWT Uranium provided its shareholders with
additional details regarding its previously announced letter
agreement with Nu-Mex.

As reported on Nov. 19, 2007, NWT Uranium and Nu-Mex with uranium
properties in New Mexico, have signed a letter agreement pursuant
to which Nu-Mex has agreed to acquire the issued and outstanding
shares of NWT.

"We believe that this transaction will be of great benefit to NWT
Uranium and its shareholders," said Marek J. Kreczmer, President
and CEO of NWT Uranium.  "Nu-Mex has the ability to earn a
majority interest in two highly prospective uranium properties and
it was these potential assets that drew us to the combination.

                    Nose Rock and Dalton Pass

Nu-Mex currently has the option to acquire a 65% interest in each
of two highly prospective uranium properties, called Nose Rock and
Dalton Pass, in New Mexico from Strathmore Minerals Corp.

Significant work has been done by previous operators on both
properties.  No qualified person has done sufficient recent work
to classify the historical estimates under National Instrument 43-
101.

Located within New Mexico's Grants Mineral Belt, Nose Rock covers
5,000 acres (2,023 hectares).  In February, 1977, a feasibility
study was completed based on more than 470 holes drilled by
Phillips (now Conoco-Phillips), which owned and explored the
property in the late 1970s and early 1980s.  The study was
produced by Morrison Knutson, renowned for its work on the Alaska
Pipeline, Hoover Dam and Oakland Bay Bridge.  There is also a
partially developed shaft on the property, which will aid in
exploration and development work.

Also located in New Mexico, the Dalton Pass property covers a
total area of 640 acres.  A previous operator, Pathfinder Mining
Company (a subsidiary of nuclear giant Areva), drilled over 130
holes.

NWT Uranium's properties, which will be held by the combined
company, include North Rae and Daniel Lake, exploration-stage
properties in Quebec where the original results suggest a large
potential resource.  NWT's Picachos property in Mexico is a highly
prospective silver-gold project where exploration drilling is
ongoing.  NWT also holds nearly 32,000,000 shares in Niger Uranium
Limited -- http://www.niger-uranium.com/-- listed on AIM Exchange  
in London, a company that holds several properties in the African
republic of Niger.

                      Terms of the Agreement

According to the terms of the letter agreement, Nu-Mex will
acquire NWT Uranium on a three-for-one basis -- that is, three
shares of NWT will be exchanged for one share of Nu-Mex.  As part
of the transaction, Nu-Mex will arrange a financing of between $10
million and $25 million.

The two companies must enter a definitive agreement by Dec. 20,
2007, and Nu-Mex must deliver a NI 43-101 compliant technical
report for its Nose Rock property.  In addition, it is a condition
that Nu-Mex shares will be listed on a Canadian exchange.

The definitive agreement is subject to approval by NWT Uranium
shareholders, the Ontario Court of Superior Justice and the TSX
Venture Exchange, and requires a favorable fairness opinion.  If
these approvals are received, the combined company will have a
cash position of between $24 million and $40 million, without
giving effect to expenditures to be made, which includes NWT's
current $14 million cash position and the $10 million to $25
million financing, which is being raised as part of the
transaction.

Nu-Mex currently has approximately 33 million shares outstanding.  
NWT Uranium has approximately 108 million shares outstanding.  
According to the valuation of three NWT Uranium shares to one Nu-
Mex share, NWT Uranium's shares will consolidate to approximately
36 million shares.  This will give the combined company a total of
approximately 70 million shares, without giving effect to the
shares to be issued as part of the financing.

                     Complementary Experience

Mr. Kreczmer will lead the combined company, helping to ensure
that NWT Uranium's shareholders are well served by the
acquisition.

Nu-Mex executives bring extensive complementary experience in
uranium exploration, extraction and marketing.  Richard Cherry, a
Nu-Mex director, is a veteran executive of the nuclear industry.  
He has worked for leading companies in the areas of uranium
mining, production, conversion, marketing and power generation for
over 34 years.

Ganpat Mani, also a Nu-Mex director, is an experienced marketing
executive with strong skills in negotiating long-term multi-
million-dollar contracts with major private and state-owned
corporations.

William D. Thomas, currently the Chief Financial Officer of NWT
Uranium, will become CFO of the combined company.  Mr. Thomas is a
chartered accountant with over 30 years of financial and
management experience in international oil & gas as well as mining
ventures, including assignments in China, the UK, Canada and the
United States.

                           About Nu-Mex

Nu-Mex Uranium Corp. (OTCBB: NUMX) -- http://www.nu-
mexuranium.com/ -- is an international uranium mining company with
corporate offices in London, England, and operational offices in
New Mexico, USA.  Its foundational assets are located in the
southwest United States.  The company is focused on the
development of in-ground uranium resources that can be brought to
near-term production.

                         About NWT Uranium

NWT Uranium Corporation, (TSXV: NWT; OTCBB: NWURF) --
http://www.nwturanium.com/--  formerly Northwestern Mineral  
Ventures Inc. is engaged in acquiring, exploring and developing
uranium bearing mineral properties located in Canada and Niger.  
The company's properties are at the exploratory stage and thus
non-producing.  Its exploration activities consist in exploration
and drilling of its properties to further assess the mineral
potential and to develop more detailed exploration programs.  The
company has a portfolio of properties around the world, including
a 38.5% stake in Niger Uranium Ltd.; a binding Letter of Intent to
acquire up to 65% interest in the North Rae Uranium Project in the
Ungava Bay region in northern Quebec, Canada; an option to acquire
up to 65% interest in the Daniel Lake Uranium Project; and an
option to earn up to 75% ownership of the Waterbury Project.


ORIENTAL TRADING: S&P Lowers Ratings to B- with Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Omaha,
Neb.-based Oriental Trading Co. Inc., including its corporate
credit rating to 'B-' from 'B'.  The outlook is stable.
    
"The downgrade reflects the company's weaker-than-expected
operating performance and credit protection measures," said
Standard & Poor's credit analyst Bea Chiem.

Following the company's leveraged buyout by The Carlyle Group in
July 2006, leverage increased to about 7x.  Standard & Poor's had
expected leverage to decline from improved operating performance
and debt reduction.  However, the impact of higher-than-expected
postage rate increases in 2007 and additional costs incurred with
the implementation of the new fulfillment center have had a
negative impact on EBITDA.  EBITDA margins contracted to 14.9% for
the 12 months ended Sept. 29, 2007, from 15.8% a year ago, and
debt leverage increased to 7.5x from 7.2x during the same period
last year.

"Because a large portion of the company's business is driven by
catalogs, we believe that OTC's higher postage costs will not
improve over the near term," said Ms. Chiem, adding that, "If
performance continues to weaken, currently adequate cushion levels
may tighten as the leverage and interest coverage covenants become
stricter in fiscal 2009."


ORION DIVERSIFIED: Posts $69,818 Net Loss in Qtr. Ended Oct. 31
---------------------------------------------------------------
Orion Diversified Technologies Inc. reported a net loss of $69,818
for the second quarter ended Oct. 31, 2007, compared with a net
loss of $13,022 for the same period ended Oct. 31, 2006.

The company had no operating revenues during the three months
ended Oct. 31, 2007 and 2006.

At Oct. 31, 2007, the company's consolidated balance sheet showed
$1.7 million in total assets, $186,877 in total liabilities, and
$1.5 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?266f

                       Going Concern Doubt

Tabriztchi & Co. expressed substantial doubt about Orion
Diversified Technologies Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended April 30, 2007, and 2006.  The
auditing firm reported that the company has incurred losses from
operations for several years and has a retained deficit of
$269,547 as of April 30, 2007.

                     About Orion Technologies

Based in Hempstead, N.Y., Orion Diversified Technologies Inc.
(OTC BB: ORDT.OB) was incorporated in New Jersey on May 6, 1959.  
Until 1986, the company was engaged in the marketing and sale of a
line of semiconductors, transistors, diodes and rectifiers and, to
a lesser extent, other ancillary related electronic products.  
Because of sustained operating losses, the company discontinued
this line of operation and filed for chapter 11 protection with
the United States Bankruptcy Court for the Eastern District of New
York, on April 30, 1990.  At present, the company is a shell
corporation seeking to consummate a business combination with a
profitable privately owned company.


PERFORMANCE PROPERTIES: Case Summary & 12 Largest Unsec. Creditors
------------------------------------------------------------------
Lead Debtor: Performance Properties N.Y.C., L.L.C.
             aka Great Storage, L.L.C.
             48-41 43rd Street, Suite 5J
             Woodside, NY 11377-6869

Bankruptcy Case No.: 07-45564

Debtor-affiliates filing separate Chapter 11 petitions on December
17, 2007:

        Entity                                     Case No.
        ------                                     --------
        Great Storage, L.L.C.                      07-46931

Chapter 11 Petition Date: October 14, 2007

Court: Eastern District of New York (Brooklyn)

Debtors' Counsel: Wayne M. Greenwald, Esq.
                  99 Park Avenue, Suite 800
                  New York, NY 10016
                  Tel: (212) 983-1922
                  Fax: (212) 973-9494

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Performance Properties      $1 Million to          $1 Million to
N.Y.C., L.L.C.              $100 Million           $100 Million

Great Storage, L.L.C.       $1 Million to          $1 Million to
                            $100 Million           $100 Million

Debtors' Consolidated List of 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Kevin Kolack                   personal loan             $462,311
48-41 43rd Street, Suite 5J
Woodside, NY 11377-6864

                               Work Labor and            $376,975
                               Services

                               I.R.A. withdrawal to       $30,000
                               fund bankruptcy

H.S.B.C. Bank, U.S.A., N.A.    line of credit            $165,000
Commercial Loan Services
One H.S.B.C. Center
Buffalo, NY 14270-0002

                               Mastercard                 $14,432

Lyndi Kolack Fertel            personal loan             $110,000
409 Sparrow Drive
Satellite Beach, FL 32937

Shane Samuels                  Independent                $21,418
                               Contractor

Joseph Yamaner, Esq.           Attorneys Fee              $18,000

Advanta Bank Corp.             Mastercard                 $17,466

R.P.S. Properties              Claim for rent/U.&O.       $15,000
                               September 14-15, 2007
                               Subject to Setoff

American Express               Credit Card                $14,868

Chase Bank                     Mastercard                 $11,946

Capitol One                    Mastercard                 $10,244

Discover Business Card         Credit Card                 $7,900

Joe Droste                     Independent                 $1,376
                               contractor


PERKINS & MARIE: S&P Junks Ratings with Negative Outlook
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on the Memphis, Tenn.-based Perkins &
Marie Callender's Inc., to 'CCC+' from 'B-'.  The outlook is
negative.

The downgrade reflects the distinct possibility that the company
will breach financial covenants of its senior secured credit in
fiscal 2008 as they become more restrictive.  Specifically, the
maximum total leverage ratio falls to 5.00 from 5.25 in the first
quarter next year, and steps down again to 4.75 in the third
quarter.

"The company has been able to improve profitability year to date,
but that has primarily come as a result of cost reductions
associated with improved operating efficiency," explained Standard
& Poor's credit analyst Charles Pinson-Rose.  "We believe the
company will have a difficult time improving profitability or free
cash flows significantly, given the cost and competitive pressures
facing the restaurant industry."  Therefore, any meaningful
improvement of the leverage ratios for covenant purposes is
unlikely.


PETRO ACQUISITIONS: Frost Brown Employed as Bankruptcy Counsel
--------------------------------------------------------------
Petro Acquisitions, Inc., obtained permission from the U.S.
Bankruptcy Court for the Southern District of Ohio to employ
Frost, Brown, Todd LLC, as its bankruptcy counsel.

Further, Frost Brown will also serve as counsel in the separate
bankruptcy proceedings of Petro's units.

Frost Brown was initially retained to defend Petro Acquisitions in
the already pending litigation with its minority shareholder,
Walnut Investment Partners, L.P.  In Jan. 25, 2007, the firm
substituted in as counsel in the litigation.  However, as the
litigation progressed, the Debtors financial condition continued
to substantially deteriorate and in September 2007, the Debtors  
consulted Frost Brown Todd LLC regarding financial restructuring
and bankruptcy services.  The Debtors, through the Receiver,
formally engaged Frost Brown to serve as counsel in these Chapter
11 cases pursuant to an engagement letter dated Oct. 23, 2007.

As counsel, Frost Brown is expected to:

    (a) advise the Debtors of their powers and duties as debtors-
        in-possession in the continued operation of their
        businesses and properties;

    (b) provide assistance, advice and representation concerning a
        plan of reorganization, a disclosure statement relating
        thereto, and the solicitation of consents to and
        confirmation of such plan;

    (c) advise the Debtors in connection with any sale of assets;

    (d) provide assistance, advice and representation concerning
        any further investigation of the assets, liabilities and
        financial condition of the Debtors that may be required;

    (e) represent the Debtors at hearings or matters pertaining to
        their affairs as debtors-in-possession;

    (f) prosecute and defend litigation matters and such other
        matters that might arise during and related to these
        chapter 11 cases;

    (g) provide counseling and representation with respect to the
        assumption or rejection of executory contracts and leases
        and other bankruptcy-related matters arising from these
        chapter 11 cases;

    (h) render advice with respect to the myriad general corporate
        and litigation issues as they relate to these chapter 11
        cases, including, but not limited to, real estate, ERISA,
        securities, corporate finance, tax and commercial matters
        health services matters; and

    (i) performing such other legal services as may be necessary
        and appropriate for the efficient and economical
        administration of these chapter 11 cases.

Ronald E. Gold, Esq., a member at Frost Brown, tells the Court
that the firm's professionals bill:

      Designation                  Hourly Rate
      -----------                  -----------
      Members                      $260 - $360
      Associates                   $145 - $215
      Paralegals                      $105

Frost Brown has received a $150,000 general retainer sourced from
cash from operating funds of the Debtors and the Petro Companies.  
As of the date of filing of the either Debtors' chapter 11
petitions, the retainer had a remaining balance of $0.

Aside from the retainer, within one year prior to the bankruptcy
filing, Frost Brown received $98,056.93 on account of its
prepetition services to the Petro Companies.  In addition, as of
the date of the bankruptcy filings, Frost Brown has accrued but
unpaid fees owing by the Petro Companies in the amount of not less
than $108,888.64.  Frost Brown is waiving its claim as to the
Unpaid Amount.

Ronald E. Gold, Esq., a member of Frost Brown, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Gold can be contacted at:

      Ronald E. Gold, Esq.
      Frost Brown Todd LLC
      2200 PNC Center
      201 East Fifth Street
      Cincinnati, OH 45202
      http://www.frostbrowntodd.com/

                     About Petro Acquisitions

Based on Cold Spring, Kentucky, Petro Acquisitions, Inc., operates
and franchises 140 AmeriStop gas stations and convenience stores
in Ohio, Kentucky and Indiana.  The company filed for Chapter 11
protection on Nov. 21, 2007 (Bankr. S.D. Ohio Case No. 07-15723).  
When it filed for protection from its creditors, Petro
Acquisitions disclosed estimated assets and debts between
$1 million and $100 million.

Gillespie Acquisition, Inc., the company's wholly owned
subsidiary, filed for Chapter 11 protection, along with 13
affiliates on Nov. 5, 2007 (Bankr. S.D. Ohio Lead Case No.
07-15378).  Gillespie's consolidated financial condition as of
July 15, 2007 showed total assets of $11,775,952 and total debts
of $11,112,880.

Waco Acquisitions, Inc., another of Petro's wholly owned
subsidiary, filed for bankruptcy with eight affiliates on Nov. 17,
2007 (Bankr. S.D. Ohio. Lead Case No. 07-15630).  Waco Acquisition
disclosed that its consolidated financial condition as of July 15,
2007, had total assets of $12,662,827 and total debts of  
$25,536,402.

A.F.M. 805, Inc. and eight affiliates, which are subsidiaries of
Waco Acquisition and filed for Chapter 11 on Nov. 12 (Bankr. S.D.
Ohio Lead Case No. 07-15511).  A.F.M. 805 and its affiliates
disclosed total assets of $13,813,422 and total debts of $658,578
as of July 15, 2007.

Ohio Valley A.F.M., Inc., a subsidiary of OV Acquisition, which in
turn is a subsidiary of Waco Acquisition, also filed for
bankruptcy of November 12 and is jointly administered under the
Chapter 11 case of A.F.M. 805.  Ohio Valley's consolidated
financial condition, which includes the AmeriStop Food Mart
company owned stores, as of Aug. 12, 2007, showed total assets of
$6,383,243 and total debts of $3,331,415.

The latest affiliate of Petro Acquisition to file for Chapter 11
protection was O.V. Acquisition, Inc. and 20 affiliates of
Nov. 27, 2007 (Bankr. S.D. Ohio Case No. 07-15754).  O.V.
Acquisition disclosed estimated assets and debts between
$1 million and $100 million at the time of its filing.

All the voluntary Chapter 11 petitions were filed by receiver
Richard D. Nelson, Esq.  Ronald E. Gold, Esq., at Frost, Brown,
Todd L.L.C., serves as counsel to all the Debtors.


PETRO ACQUISITIONS: Richard Nelson Named as Chapter 11 Trustee
--------------------------------------------------------------
Petro Acquisitions, Inc. obtained authority from the U.S.
Bankruptcy Court for the Southern District of Ohio to appoint
Richard D. Nelson, Esq., as the Chapter 11 Trustee.

The Court also authorized the Petro's affiliates, Gillespie
Acquisitions, Inc., Waco, Acquisitions, Inc., AFM 805, Inc. and
their respective debtor-affiliates, to appoint Mr. Nelson as the
Chapter 11 Trustee in their respective bankruptcy cases.

The Debtors told the Court that the appointment of a Trustee will
be beneficial to the administration of the Debtors' estates.

As reported in the Troubled Company Reporter on Oct. 26, 2007, Mr.
Nelson had been appointed as the receiver for the companies after
Leonard Z. Eppel resigned as receiver for Petro Acquisitions.

                     About Petro Acquisitions

Based on Cold Spring, Kentucky, Petro Acquisitions, Inc., operates
and franchises 140 AmeriStop gas stations and convenience stores
in Ohio, Kentucky and Indiana.  The company filed for Chapter 11
protection on Nov. 21, 2007 (Bankr. S.D. Ohio Case No. 07-15723).  
When it filed for protection from its creditors, Petro
Acquisitions disclosed estimated assets and debts between
$1 million and $100 million.

Gillespie Acquisition, Inc., the company's wholly owned
subsidiary, filed for Chapter 11 protection, along with 13
affiliates on Nov. 5, 2007 (Bankr. S.D. Ohio Lead Case No.
07-15378).  Gillespie's consolidated financial condition as of
July 15, 2007 showed total assets of $11,775,952 and total debts
of $11,112,880.

Waco Acquisitions, Inc., another of Petro's wholly owned
subsidiary, filed for bankruptcy with eight affiliates on Nov. 17,
2007 (Bankr. S.D. Ohio. Lead Case No. 07-15630).  Waco Acquisition
disclosed that its consolidated financial condition as of July 15,
2007, had total assets of $12,662,827 and total debts of  
$25,536,402.

A.F.M. 805, Inc. and eight affiliates, which are subsidiaries of
Waco Acquisition and filed for Chapter 11 on Nov. 12 (Bankr. S.D.
Ohio Lead Case No. 07-15511).  A.F.M. 805 and its affiliates
disclosed total assets of $13,813,422 and total debts of $658,578
as of July 15, 2007.

Ohio Valley A.F.M., Inc., a subsidiary of OV Acquisition, which in
turn is a subsidiary of Waco Acquisition, also filed for
bankruptcy of November 12 and is jointly administered under the
Chapter 11 case of A.F.M. 805.  Ohio Valley's consolidated
financial condition, which includes the AmeriStop Food Mart
company owned stores, as of Aug. 12, 2007, showed total assets of
$6,383,243 and total debts of $3,331,415.

The latest affiliate of Petro Acquisition to file for Chapter 11
protection was O.V. Acquisition, Inc. and 20 affiliates of
Nov. 27, 2007 (Bankr. S.D. Ohio Case No. 07-15754).  O.V.
Acquisition disclosed estimated assets and debts between
$1 million and $100 million at the time of its filing.

All the voluntary Chapter 11 petitions were filed by receiver
Richard D. Nelson, Esq.  Ronald E. Gold, Esq., at Frost, Brown,
Todd L.L.C., serves as counsel to all the Debtors.


PETRO ACQUISITIONS: Committee Taps Wood & Lamping as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Petro
Acquisitions, Inc. bankruptcy case seeks authority from the U.S.
Bankruptcy Court for the Southern District of Ohio to employ Wood
& Lamping LLP as their counsel.

The unsecured creditor committees appointed in the bankruptcy
cases of Petro's affiliates -- Gillespie Acquisitions, Inc., Waco,
Acquisitions, Inc., AFM 805, Inc. and their respective debtor-
affiliates -- also seek to hire Wood & Lamping as counsel.

Wood & Lamping will:

   a) advise the committees with respect to the powers and duties
      of the committees;

   b) when appropriate, attend meetings and negotiate with
      representatives of the Debtors, creditors, potential
      purchasers of some or all of the Debtors' assets, the
      U.S. Trustee or his representative, or other parties in
      interest;

   c) prepare on behalf of the committees all motions,
      applications, answers, orders, reports, notices, and other
      legal papers;

   d) provide legal advice with respect to issues that arise in
      the cases, including financing proposals, interim and final
      cash collateral orders, adequate protection for utilities,
      motions for relief from the automatic stay, and adequate
      protection as may from time to time be filed by secured
      creditors;

   e) provide legal advice with respect to any plan of
      reorganization, amendments to the Plan or disclosure
      statement, and all related agreements and documents, and
      take any necessary action on behalf of the committees;

   f) advise the committees in connection with any potential sales
      of assets;

   g) appear before the Court, appellate courts, and the U.S.
      Trustee, and protect the interests of the committees and
      unsecured creditors before such courts and the Trustee;

   h) assist the committees in investigating the acts, conduct,
      assets, liabilities and financial condition of the Debtors,
      the operation of the Debtors' businesses, potential causes
      of action, and any other matters relevant to the cases; and

   i) perform all other necessary legal services and provide all
      other necessary legal advice to the committees in connection
      with the Chapter 11 cases.

Henry E. Menninger, Jr., Esq., a partner at Wood & Lamping, tells
the Court that the firm's professionals bill:

      Professional                     Hourly Rate
      ------------                     -----------
      Henry E. Menninger, Jr., Esq.       $300
      Raymond J. Pikna, Jr., Esq.         $300
      Brian P. Gillan, Esq.               $265
      Michael J. Menninger, Esq.          $125
      Other Associates                 $125 - $215

      Attorneys                        $125 - $300
      Legal Assistants                  $75 - $120

Mr. Menninger 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. Menninger can be contacted at:

      Henry E. Menninger, Jr., Esq.
      Wood & Lamping LLP
      600 Vine Street
      Suite 2500
      Cincinnati, OH 45202
      Tel: (513) 852-6000
      Fax: (513) 852-6087
      http://www.woodlamping.com/

                     About Petro Acquisitions

Based on Cold Spring, Kentucky, Petro Acquisitions, Inc., operates
and franchises 140 AmeriStop gas stations and convenience stores
in Ohio, Kentucky and Indiana.  The company filed for Chapter 11
protection on Nov. 21, 2007 (Bankr. S.D. Ohio Case No. 07-15723).  
When it filed for protection from its creditors, Petro
Acquisitions disclosed estimated assets and debts between
$1 million and $100 million.

Gillespie Acquisition, Inc., the company's wholly owned
subsidiary, filed for Chapter 11 protection, along with 13
affiliates on Nov. 5, 2007 (Bankr. S.D. Ohio Lead Case No. 07-
15378).  Gillespie's consolidated financial condition as of July
15, 2007 showed total assets of $11,775,952 and total debts of
$11,112,880.

Waco Acquisitions, Inc., another of Petro's wholly owned
subsidiary, filed for bankruptcy with eight affiliates on Nov. 17,
2007 (Bankr. S.D. Ohio. Lead Case No. 07-15630).  Waco Acquisition
disclosed that its consolidated financial condition as of July 15,
2007, had total assets of $12,662,827 and total debts of  
$25,536,402.

A.F.M. 805, Inc. and eight affiliates, which are subsidiaries of
Waco Acquisition and filed for Chapter 11 on Nov. 12 (Bankr. S.D.
Ohio Lead Case No. 07-15511).  A.F.M. 805 and its affiliates
disclosed total assets of $13,813,422 and total debts of $658,578
as of July 15, 2007.

Ohio Valley A.F.M., Inc., a subsidiary of OV Acquisition, which in
turn is a subsidiary of Waco Acquisition, also filed for
bankruptcy of November 12 and is jointly administered under the
Chapter 11 case of A.F.M. 805.  Ohio Valley's consolidated
financial condition, which includes the AmeriStop Food Mart
company owned stores, as of Aug. 12, 2007, showed total assets of
$6,383,243 and total debts of $3,331,415.

The latest affiliate of Petro Acquisition to file for Chapter 11
protection was O.V. Acquisition, Inc. and 20 affiliates of
Nov. 27, 2007 (Bankr. S.D. Ohio Case No. 07-15754).  O.V.
Acquisition disclosed estimated assets and debts between
$1 million and $100 million at the time of its filing.

All the voluntary Chapter 11 petitions were filed by receiver
Richard D. Nelson, Esq.  Ronald E. Gold, Esq., at Frost, Brown,
Todd L.L.C., serves as counsel to all the Debtors.


PHILADELPHIA AUTHORITY: Fiscal Stress Cues S&P to Cut Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
Philadelphia Authority for Industrial Development, Pa.'s tax-
exempt and taxable fixed-rate revenue bonds series 2005A and
2005B, issued for Leadership Learning Partners Charter School, to
'BB' from 'BBB-', reflecting fiscal stress associated with
enrollment expansion that has negatively affected the school's
liquidity and ability to meet operating costs.  At the same time,
Standard & Poor's placed the rating on CreditWatch with negative
implications, pending additional information about the school's
current financial and liquidity condition.

"If updated financial information over the next 60 days indicates
worsening liquidity for the school and operating payments remain
substantially delinquent, the rating could be downgraded further,"
said Standard & Poor's credit analyst Robin Prunty.  The school is
reliant on a management company, Mosaica Education Inc., for all
of its financial operations including budgeting, accounting,
financial reporting, and payroll; and the school has not paid
Mosaica for these services for the past 10 months.  Any disruption
to services could be extremely problematic for the school's
financial operations."

Other credit factors include the inherent uncertainty associated
with charter renewals given that the final maturity of the bonds
exceeding the time horizon of the existing charter; the school's
financial position that has been challenged by significant start-
up costs as grade levels and programs have been added since the
bonds were issued requiring additional facility space,
historically weak financial position; and the school's history of
educating more students than they receive funding for, requiring
the same amount of per pupil revenues to be stretched to educate
additional students.

The rating also reflects LLPCS's significant dependence on
Mosaica, the charter school manager, to provide nearly all
services to operate the school; and below-average scores on
standardized tests, which have not met state standards for four of
the past five years.

These weaknesses are lessened by the school's good enrollment
history, bolstered by a solid waiting list; no need for additional
pupils in order to meet debt service requirements associated with
the bonds; and a charter that currently extends through 2010.

The downgrade affects about $10.4 million in rated debt.


PHILLIPS-VAN HEUSEN: Good Performance Cues Moody's to Hold Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed Phillips-Van Heusen
Corporation's Corporate Family and Probability of Default ratings
at Ba2, its senior secured debenture rating at Baa3, and its
senior unsecured notes rating at Ba3.  At the same time, Moody's
revised the outlook to positive from stable.

"The positive outlook reflects PVH's sustained upward momentum in
its operating performance, especially in the Calvin Klein
business, and the successful integration of recent acquisitions,
including the Superba necktie business", said Scott Tuhy, Moody's
Senior Analyst/Vice President.  In addition, the benefits of the
company's multi-channel approach are evident, as while the macro
economic environment remains challenging, particularly at more
moderate income levels and pricing categories, the company's
profitability has improved.  These improvements are primarily
driven by continued performance of its Calvin Klein business
internationally and domestically.

Upward rating momentum could build if the company were to maintain
its current credit metrics, while maintaining revenue growth and
margin stability for the company as a whole despite the current
challenging macro economic environment.

These ratings were affirmed and assessments amended:

   -- Corporate Family Rating Ba2

   -- Probability of Default Rating at Ba2

   -- $100 million senior secured notes due 11/2023 at Baa3
     (LGD 2, 21%)

   -- $150 million senior unsecured notes due 5/2013 at Ba3
      (LGD 5, 74%)

   -- $150 million senior unsecured notes due 2/2011 at Ba3
      (LGD 5, 74%)

Phillips-Van Heusen Corporation, headquartered in New York, NY
designs and markets dress shirts, sportswear and, to a lesser
degree, footwear and other related products.  Products are
marketed under owned brands including Calvin Klein, Van Heusen,
Arrow, and IZOD, and under licensing agreements for brands
including Geoffrey Beene, Donald Trump and Kenneth Cole.  The
company also licenses its brands to third parties with the Calvin
Klein brand being its most widely licensed brand.  Revenues for
the LTM period ended Aug. 5, 2007 totaled approximately
$2.3 billion.


PIKE NURSERY: Panel Wants Aurora Management as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Pike Nursery
Holding, LLC's bankruptcy case asks permission from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Aurora Management Partners, Inc. as its financial advisor.

Aurora Management will:

   a) analyze the Debtor's current financial situation, review
      financial and operating statements, and identify and
      evaluate all of the assets and liabilities of the Debtor;

   b) analyze the Debtor's forward looking cash flow, cash
      collateral usage and adequate protection payments;

   c) review the terms of any exit financing related to any plan
      of reorganization;

   d) analyze the Debtor's business plans, restruct8uring plans
      and any other reports and analysis prepared by the Debtor or
      its financial advisors in order to advise the Committee on
      the viability and reasonableness of the projections and
      underlying assumptions;

   e) assess the financial ramifications related to:

      -- debtor-in-possession financing;

      -- the sale of assets and sale of the company in whole
         or in part;

      -- the assumption or rejection of leases or contracts;

      -- management retention and severance plans; and

      -- any plan of reorganization.

   f) help with the claim resolution process and related
      distributions;

   g) prepare liquidation analyses;

   h) attend meetings with the Committee, counsel to the
      Committee, other stakeholders, financial advisors and
      representatives of the Debtor;

   i) advise the Committee on methods and strategies for
      negotiating with the Debtor and other stakeholders;

   j) provide appropriate restructuring advice to the Committee;

   k) provide testimony on behalf of the Committee; and

   l) provide such other services as agreed between the parties.

Ronald H. Turcotte, a managing partner of Aurora, tells the Court
that the monthly rates for the firm's professionals and
paraprofessionals are:

      Period                          Rate
      ------                         -------
      First Month                    $35,000
      Each Additional Month          $25,000

Mr. Turcotte 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.

                        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.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


PIKE NURSERY: Panel Wants to Hire Powell Goldstein as Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Pike Nursery
Holding LLC's bankruptcy case seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Powell Goldstein LLP as its co-counsel.

Power Goldstein will:

   a) advise the Committee with respect to its rights, powers, and
      duties in this case;

   b) assist and advise the Committee in its consultations with
      the Debtor relative to the administration of this case;

   c) assist the Committee in analyzing the claims of the Debtor's
      creditors and in negotiating with such creditors;

   d) assist the Committee's investigation of the acts, conduct,
      assets, liabilities, and financial condition of the Debtor
      and of the operation of the Debtor's business;

   e) advise and represent the Committee in connection with
      administrative matters arising in the case, including the
      obtaining of credit, the sale of assets, and the rejection
      or assumption of executory contracts and unexpired leases;

   f) assist the Committee in its analysis of, and negotiations
      with, the Debtor or any third party concerning matters
      related to the terms of a Chapter 11 plan;

   g) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in this case;

   h) review, analyze, and respond as necessary to all
      applications, motions, order, statements of operations, and
      schedules filed with the Court, and advise the Committee as
      to their propriety;

   i) assist the Committee in evaluating, and pursuing if
      necessary, claims, and causes of action against the Debtor's
      secured lenders or other parties;

   j) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interest and objectives; and

   k) represent the Committee at all hearings and other
      proceedings and perform such other legal services as may be
      required and are deemed to be in the interests of the
      Committee.

Robert M.D. Mercer, Esq., a partner at Powell Goldstein, tells the
Court that the firm's professionals bill:

      Professional                 Hourly Rate
      ------------                 -----------
      Robert M.D. Mercer, Esq.        $415
      Gwendolyn J. Godfrey, Esq.      $285

Mr. Mercer 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. Mercer can be contacted at:

      Robert M.D. Mercer, Esq.
      One Atlantic Center, 14th Floor
      1201 West Peachtree Street, Northwest
      Atlanta, GA 30309-3488
      Tel: (404) 572-6600
      Fax: (404) 572-6999
      http://www.pogolaw.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.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


PIKE NURSERY: Wants to Hire A&M Securities as Financial Advisor
---------------------------------------------------------------
Pike Nursery Holding LLC asks permission from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ Alvarez &
Marsal Securities, LLC as its financial advisor, nunc pro tunc to
Nov. 26, 2007.

With regards to financial advisory services, A&M will:

   a) assist and advise the Debtor with the analysis of its
      business, business plan, and strategic and financial
      position;

   b) assist with the administration of the Debtor's pending
      Chapter 11 bankruptcy case (Bankr. N.D. Ga. Case No.
      07-79129);

   c) assist the Debtor in negotiations with creditors,
      shareholders, landlords and other appropriate parties-in-
      interest; and

   d) assist with the formulation, evaluation, implementation of
      various options for a restructuring, financing,
      reorganization, merger, or sale of the Debtor, or its assets
      or businesses.

If the Debtor pursues a restructuring transaction, A&M will:


   a) provide financial advisory services to the Debtor in
      connection with developing, and seeking approval for, a
      restructuring plan confirmed in the case under Chapter 11;

   b) provide financial advisory services to the Debtor in
      connection with the structuring of any new securities to be
      issued under the Plan;

   c) provide financial advisory services to the Debtor in
      connection with valuation analyses with respect to a
      restructuring plan;

   d) assist the Debtor in negotiations with creditors,
      shareholders and other appropriate parties-in-interest; and

   e) if necessary, participate in hearings before the Court with
      respect to matters upon which A&M has provided advice,
      including coordinating with the Debtor's counsel.

If the Debtor pursues a financing transaction, A&M will:

   a) if necessary, assist in preparing a private placement
      memorandum for distribution and presentation to prospective
      investors;

   b) assist in identifying and contacting prospective investors
      as well as in soliciting indications of interest in a
      financing transaction among prospective investors;

   c) assist in evaluating indications of interest received from
      prospective investors;

   d) if necessary, assist in preparing due diligence materials
      and presentations to prospective investors;

   e) assist in negotiating the financial terms and structure of a
      financing transaction; and

   f) provide other financial advisory service and investment
      banking services reasonably necessary to accomplish the
      foregoing and consummate a financing transaction.

With regards to sales advisory services, A&M will:

   a) if necessary, assist in preparing an offering memorandum        
      distribution and presentation to prospective purchasers;

   b) assist in soliciting interest in a transaction among
      prospective purchasers;

   c) assist in evaluating proposals received from prospective
      purchasers;

   d) if necessary, assist in preparing due diligence materials
      and presentations to prospective purchasers;

   e) advise the Debtor as to the structure of the sale
      transaction, including the valuation of any non-cash
      consideration;

   f) assist in negotiating the financial terms and structure of a
      sale transaction; and

   g) provide other financial advisory service and investment
      banking services reasonably necessary to accomplish the
      foregoing and consummate a sale transaction.

James D. Decker, a managing director of A&M Securities, tells the
Court that the A&M will be paid by the Debtor pursuant to a
previous engagement agreement.  The agreement provides that the
Debtor will pay the firm:

   -- a non-refundable monthly cash fee of $25,000;

   -- a restructuring transaction fee equal to three percent of
      the aggregate principal amount of any secured
      indebtedness of the Debtor that is subject to a
      restructuring transaction;

   -- a financing transaction fee equal to three percent of the
      Debtor's aggregate principal amount of all senior notes,
      bank debt, unsecured debt, non-senior debt, subordinated
      debt, and equity or equity-linked securities, including
      convertible securities and preferred stock;

   -- a sale transaction fee equal to three percent of the
      cumulative aggregate gross consideration from the first and
      all subsequent sale transactions;

   -- a multiple sale transaction fee of:

      1) $100,000 on the second sale transaction;

      2) $50,000 on the third sale transaction; and

      3) $25,000 on each subsequent sale transaction.

   -- a minimum fee of $500,000.

Mr. Decker assures the Court that A&M is a "disinterested person"
as that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

                        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.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


PLAINS EXPLORATION: Divesting $1.75 Bil. Properties to OPC & XTO
----------------------------------------------------------------
Plains Exploration & Production Company and certain of its
subsidiaries have executed definitive purchase and sale agreements
to sell oil and gas properties for approximately $1.75 billion to
a subsidiary of Occidental Petroleum Corporation and XTO Energy
Inc.  PXP's Board of Directors approved increasing the company's
share repurchase authorization to $1.0 billion.  Additionally, the
Board approved a $1.15 billion 2008 capital budget.

"The oil and gas property divestments balance PXP's asset
portfolio and align operator strengths to specific assets
maximizing efficiencies and returns," PXP Chairman, President and
Chief Executive Officer Jim Flores said.  "We are pleased with the
values being realized today through these transactions with Oxy
and XTO which are significantly higher than our properties are
currently valued in our stock price allowing us to use the
proceeds to buy back PXP common shares and reduce debt.  The 2008
capital plan supports PXP's diversified growth strategy by funding
drilling programs in each of our key asset areas and maintains
capital discipline since we anticipate capital expenditures to be
funded from internal cash flow."

                       Property Divestitures

1) $1.55 Billion OXY Transaction

PXP and certain of its subsidiaries have entered into a definitive
purchase and sale agreement with a subsidiary of Oxy to sell:

   * 50% of PXP's working interests in oil and gas properties
     located in the Permian Basin, West Texas and New Mexico, to
     Oxy and retain a 50% working interest in these properties.  
     Oxy will be the operator of all the assets currently operated
     by PXP and will apply its CO2 expertise to enhance future
     development and production growth; and

   * 50% of PXP's working interests in oil and gas properties
     located in the Piceance Basin in Colorado to Oxy and retain a
     50% working interest in these properties.  PXP will remain
     the operator and expects to deliver multi-year production
     growth.

The Permian Basin properties currently generate sales volumes of
approximately 18,000 barrels of oil equivalent per day and had
approximately 91 million barrels of oil equivalent estimated
proved reserves as of Dec. 31, 2006 (PXP 50%, 9,000 BOEPD, 45.5
million BOE, respectively).  The Piceance properties currently
generate sales volumes of approximately 9,000 BOEPD and, based on
PXP's estimates, had approximately 64 million BOE estimated proved
reserves on the date of PXP's acquisition (PXP 50%, 4,500 BOEPD,
32 million BOE, respectively).  The transaction effective date is
Jan. 1, 2008 and is expected to close on or before the end of the
first quarter 2008 subject to customary closing conditions and
adjustments.

2) $200 Million XTO Transaction

Certain of PXP's subsidiaries have entered into a definitive
purchase and sale agreement with XTO Energy Inc. to sell PXP's
interests in oil and gas properties located in the San Juan Basin
in New Mexico and in the Barnett Shale in Texas.  The properties
currently generate sales volumes of approximately 3,000 BOEPD and
have approximately 17 million BOE estimated proved reserves as of
Dec. 31, 2006.  Under the terms of the agreement, PXP will receive
$180 million of cash and XTO's 50% working interest in the Big Mac
3-D prospect area located on the Texas Gulf Coast.  PXP will have
a 100% working interest in the Big Mac 3-D prospect area, covering
approximately 50,000 net lease acres in the 275 square mile 3-D.  
The transaction effective date is Jan. 1, 2008 and is expected to
close on or before the end of the first quarter 2008 subject to
customary closing conditions and adjustments.

Lehman Brothers Inc., J.P. Morgan Securities Inc. and Jefferies
Randall & Dewey acted as financial advisors to PXP on these
transactions.

                   Stock Repurchase Authorization

PXP's Board of Directors authorized the company to purchase
$1.0 billion of PXP common stock replacing the previous
authorization that had approximately $158 million remaining.  The
shares will be repurchased from time to time in open market
transactions or privately negotiated transactions at the company's
discretion, subject to market conditions and other factors.

                          2008 Capital Budget

PXP's Board of Directors approved the 2008 capital budget of
$1.15 billion, including capitalized interest and general and
administrative expenses.  The capital plan supports PXP's
diversified growth strategy by funding drilling programs in each
of its key asset areas.  PXP expects to fund capital expenditures
from internal cash flow.  Approximately 65% is expected to be
allocated to production and development activities in the
California, Rockies, Texas and Gulf of Mexico asset areas.  
Approximately 25% is intended for exploration projects primarily
in the Gulf of Mexico, onshore Gulf Coast and Panhandle area of
Texas and the remaining 10% for California real estate development
and capitalized interest and G&A.

Of PXP's development spending, approximately 30% is allocated to
the California oil fields located in the Los Angeles, the San
Joaquin and the Santa Maria Basins.  The Rockies, which includes
the Piceance Basin and the Madden Field, represents approximately
15 percent while Texas, which primarily includes the Panhandle
Ranches, the non-operated interests in the Permian Basin and the
South Texas asset areas, represents approximately 25%.  The
remaining development budget is allocated to the delineation of
our significant 2007 Gulf of Mexico exploratory discoveries,
Flatrock and Friesian.

Based on the exploration success PXP has had in the Gulf of
Mexico, the Company intends to continue focusing its exploration
expertise in this area by participating in several Gulf of Mexico
deepwater prospects during 2008.  Up to approximately 80% of the
exploration budget is allocated to the Gulf of Mexico.  The
remaining 20% is allocated to several exploratory wells in the
Gulf Coast onshore 3-D areas and the Panhandle area of Texas.

                        Marketing Update

PXP improved its oil price realizations by negotiating lower
contractual price differentials on a large portion of its crude
oil production.  PXP will now receive approximately 88% of NYMEX
index price for crude oil sold under such contract in California,
up from 83%.  This improvement is reflected in PXP's full-year
2008 oil price realization guidance.

               About Plains Exploration & Production

Headquartered in Houston, Plains Exploration & Production Co.
(NYSE: PXP) -- http://www.plainsxp.com/-- is an independent oil
and gas company primarily engaged in the upstream activities of
acquiring, developing, exploiting, exploring and producing oil and
gas in its core areas of operation: onshore and offshore
California, Colorado and the Gulf Coast region of the United
States.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
rating on independent oil and gas company Plains Exploration &
Production Co., and removed from CreditWatch and withdrew its 'BB'
corporate credit rating on Pogo Producing Co.  The rating actions
followed the announcement earlier of the successful close of PXP's
acquisition of Pogo.


PRICELINE.COM INC: S&P Puts B+ Rating under Positive CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B+' corporate credit rating, on online travel agency
Priceline.com Inc. on CreditWatch with positive implications.

"The CreditWatch listing reflects the company's strong operating
momentum, solid competitive position in Europe, and improving
credit measures," explained Standard & Poor's credit analyst Andy
Liu.

As of Sept. 30, 2007, total debt outstanding was about
$570 million.

Revenues (excluding one-time items) increased 33% and EBITDA more
than doubled for the quarter ended Sept. 30, 2007 over the prior
year period.  Priceline.com is benefiting from very strong
bookings growth in international markets.  During the quarter,
international gross bookings increased 97.9% on a year-over-year
basis driven by continuing strong performance at Bookings.com,
Priceline.com's European hotel booking engine.  This strong
operating performance has resulted in significant credit metric
enhancements.  For the 12 months ended Sept. 30, 2007, lease-
adjusted total debt to EBITDA was good at 3x and lease-adjusted
EBITDA coverage of interest high at 14.8x.   

In resolving the CreditWatch listing, S&P will evaluate the
company's prospects for sustaining its operating momentum and will
also consider its financial policies in the context of
international acquisitions and return to shareholders.  S&P
believes that present upgrade potential is limited to one notch.
On the other hand, if business trends reverse, S&P could affirm
the ratings at the current level.


PRUDENTIAL AMERICANA: Court Approves Lewis and Roca as Counsel
--------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada gave Americana Holdings LLC, dba Prudential
Americana Group Realtors(R), and its debtor-affiliates authority
to employ Lewis and Roca LLP as its general bankruptcy counsel.

Lewis and Roca will:

   a. advice the Debtors with respect to the powers and duties
      of the Debtors and debtors-in-possession;

   b. represents the Debtors in connection with all appearances;

   c. prepare on behalf of Debtors of necessary applications,
      motions, answers, orders and other documents;

   d. prepare plan and disclosure statement and handle all
      matters and related court hearings;

   e. represent Debtors in connection with the hearing on
      confirmation and all related matters; and

   f. render other legal services for Debtors which may be
      necessary.

The professionals at Lewis and Roca will bill at their standard
hourly rates.  The principal partners working on the Debtors' case
will be Rob Charles, Esq., with a current standard rate of $445
per hour and Susan Freeman, Esq., with a current standard rate of
$595 per hour.  Associates and paralegals will also be involved in
staffing the case.

The Debtors assure the Court that Lewis and Roca does not hold or
represent any interest adverse to the estate and is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

The firm can be reached at:

             Rob Charles, Esq.
             Lewis and Roca LLP
             3993 Howard Hughes Parkway, Suite 600
             Las Vegas, NV 89169
             Tel: (702) 949-8320
             Fax: (702) 949-8321
             http://www.lrlaw.com/

Las Vegas-based Americana Holdings LLC, dba Prudential Americana
Group Realtors(R), -- http://americanagroup.net/-- is owned by  
Stark 2004 Inc., a Nevada corporation.  Until Nov. 5, 2007, the
ownership of Holdings was divided between Stark 2004 Inc. (1%) and
Stark 2000 LLC, a Nevada limited liability company (99%).  Stark
2000's ownership interest in Holdings was conveyed to Stark 2004
to streamline the ownership and enable more certain tax treatment
on account of the bankruptcy cases.  Holdings owns 100% of each
of: (i) Americana; (ii) A-Title, (iii) Americana MJV 2006 LLC; and
(iv) Remembrance LLC.  Chapter 11 petitions have not been filed by
the latter two companies.  Remembrance is a defunct company that
will be dissolved under state law.

A-Title LLC was incorporated on Nov. 8, 2001, and 100% owned by
Holdings.  A-Title owns 37.5% of Equity Title LLC.  It is not the
managing member, and holds only a passive equity position in
Equity Title.  As co-maker of certain secured notes, it has filed
a Chapter 11 bankruptcy petition with the other entities that are
co-makers of the notes.

Americana LLC is a party to a certain Real Estate Brokerage
Franchise Agreement dated March 24, 1999, as amended, between The
Prudential Real Estate Affiliates Inc. as franchisor and Americana
as franchisee.  Americana is 100% owned by Holdings.  Americana is
the operating entity of the Debtor group, and also owns 100% of
each of: (i) Referral; and (ii) SPO Payroll LLC, a company that is
defunct and will be dissolved under state law.

American Eagle Referral Service LLC is 100% owned by Americana and
acts as its own brokerage and hires inactive agents and words to
procure referred clients from these agents.  These clients are
referred into Americana LLC to facilitate a real estate
transaction and a referral fee is paid to Referral for this
business.  Referral subsequently has an agreement with the agents
for a percentage of the referral compensation that is paid.

A-Title, Americana, Americana Holdings, and Referral filed for
chapter 11 bankruptcy on Nov. 27, 2007 (Bankr. D. Nev. Lead Case
No. 07-17844) with A-Title as lead-debtor.  Rob Charles, Esq., and
Susan M. Freeman, Esq., at Lewis and Roca LLP represent the Debtor
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed assets and liabilities between $1 million
to $100 million.


PRUDENTIAL AMERICANA: Has Until December 27 to File Schedules
-------------------------------------------------------------
The Hon. Bruce A. Markell of the U.S. Bankruptcy Court for the
District of Nevada extended the deadline of Americana Holdings
LLC, dba Prudential Americana Group Realtors(R), and its debtor-
affiliates to file their schedules of assets and liabilities until
Dec. 27, 2007.

Las Vegas-based Americana Holdings LLC, dba Prudential Americana
Group Realtors(R), -- http://americanagroup.net/-- is owned by  
Stark 2004 Inc., a Nevada corporation.  Until Nov. 5, 2007, the
ownership of Holdings was divided between Stark 2004 Inc. (1%) and
Stark 2000 LLC, a Nevada limited liability company (99%).  Stark
2000's ownership interest in Holdings was conveyed to Stark 2004
to streamline the ownership and enable more certain tax treatment
on account of the bankruptcy cases.  Holdings owns 100% of each
of: (i) Americana; (ii) A-Title, (iii) Americana MJV 2006 LLC; and
(iv) Remembrance LLC.  Chapter 11 petitions have not been filed by
the latter two companies.  Remembrance is a defunct company that
will be dissolved under state law.

A-Title LLC was incorporated on Nov. 8, 2001, and 100% owned by
Holdings.  A-Title owns 37.5% of Equity Title LLC.  It is not the
managing member, and holds only a passive equity position in
Equity Title.  As co-maker of certain secured notes, it has filed
a Chapter 11 bankruptcy petition with the other entities that are
co-makers of the notes.

Americana LLC is a party to a certain Real Estate Brokerage
Franchise Agreement dated March 24, 1999, as amended, between The
Prudential Real Estate Affiliates Inc. as franchisor and Americana
as franchisee.  Americana is 100% owned by Holdings.  Americana is
the operating entity of the Debtor group, and also owns 100% of
each of: (i) Referral; and (ii) SPO Payroll LLC, a company that is
defunct and will be dissolved under state law.

American Eagle Referral Service LLC is 100% owned by Americana and
acts as its own brokerage and hires inactive agents and words to
procure referred clients from these agents.  These clients are
referred into Americana LLC to facilitate a real estate
transaction and a referral fee is paid to Referral for this
business.  Referral subsequently has an agreement with the agents
for a percentage of the referral compensation that is paid.

A-Title, Americana, Americana Holdings, and Referral filed for
chapter 11 bankruptcy on Nov. 27, 2007 (Bankr. D. Nev. Lead Case
No. 07-17844) with A-Title as lead-debtor.  Rob Charles, Esq., and
Susan M. Freeman, Esq., at Lewis and Roca LLP represent the Debtor
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed assets and liabilities between $1 million
to $100 million.


PRUDENTIAL AMERICANA: Section 341(a) Meeting Set for January 4
--------------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
creditors of Americana Holdings LLC, dba Prudential Americana
Group Realtors(R), and its debtor-affiliates at 1:00 p.m., on Jan.
4, 2008, at Foley Building, Room 1500, 300 Las Vegas Boulevard
South in Las Vegas, Nevada.

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.

                    About Prudential Americana

Las Vegas-based Americana Holdings LLC, dba Prudential Americana
Group Realtors(R), -- http://americanagroup.net/-- is owned by  
Stark 2004 Inc., a Nevada corporation.  Until Nov. 5, 2007, the
ownership of Holdings was divided between Stark 2004 Inc. (1%) and
Stark 2000 LLC, a Nevada limited liability company (99%).  Stark
2000's ownership interest in Holdings was conveyed to Stark 2004
to streamline the ownership and enable more certain tax treatment
on account of the bankruptcy cases.  Holdings owns 100% of each
of: (i) Americana; (ii) A-Title, (iii) Americana MJV 2006 LLC; and
(iv) Remembrance LLC.  Chapter 11 petitions have not been filed by
the latter two companies.  Remembrance is a defunct company that
will be dissolved under state law.

A-Title LLC was incorporated on Nov. 8, 2001, and 100% owned by
Holdings.  A-Title owns 37.5% of Equity Title LLC.  It is not the
managing member, and holds only a passive equity position in
Equity Title.  As co-maker of certain secured notes, it has filed
a Chapter 11 bankruptcy petition with the other entities that are
co-makers of the notes.

Americana LLC is a party to a certain Real Estate Brokerage
Franchise Agreement dated March 24, 1999, as amended, between The
Prudential Real Estate Affiliates Inc. as franchisor and Americana
as franchisee.  Americana is 100% owned by Holdings.  Americana is
the operating entity of the Debtor group, and also owns 100% of
each of: (i) Referral; and (ii) SPO Payroll LLC, a company that is
defunct and will be dissolved under state law.

American Eagle Referral Service LLC is 100% owned by Americana and
acts as its own brokerage and hires inactive agents and words to
procure referred clients from these agents.  These clients are
referred into Americana LLC to facilitate a real estate
transaction and a referral fee is paid to Referral for this
business.  Referral subsequently has an agreement with the agents
for a percentage of the referral compensation that is paid.

A-Title, Americana, Americana Holdings, and Referral filed for
chapter 11 bankruptcy on Nov. 27, 2007 (Bankr. D. Nev. Lead Case
No. 07-17844) with A-Title as lead-debtor.  Rob Charles, Esq., and
Susan M. Freeman, Esq., at Lewis and Roca LLP represent the Debtor
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed assets and liabilities between $1 million
to $100 million.


PUREDEPTH INC: Posts $2.3 Million Net Loss in Qtr. Ended Oct. 31
----------------------------------------------------------------
PureDepth Inc. reported a net loss of $2.3 million on total
revenue of $296,588 for the third quarter ended Oct. 31, 2007,
compared with a net loss of $2.5 million for the same period ended
Oct. 31, 2006.

Total operating expenses decreased to $2.4 million, versus
$2.5 million in the prior period quarter.  The decrease is
primarily due to a $200,000 decrease in stock-based compensation
and a $100,000 increase in personnel and personnel related
expenses, professional fees related to the public company filing
requirements, travel expenses and increased sales and marketing
activities.

For the three months ended Oct. 31, 2007, net other expense was
$62,981 compared to net other income of $30,840 for the
corresponding period in the prior year.  The change was primarily
due to a $64,227 increase in foreign exchange losses and a $30,705
decrease in interest income.  

At Oct. 31, 2007, the company's consolidated balance sheet showed
$5.6 million in total assets, $4.5 million in total liabilities,
and $1.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?266e

                       Going Concern Doubt

Mark Bailey & Company Ltd., in Reno, Nev., expressed substantial
doubt about PureDepth Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Jan. 31, 2007, and the ten-months
ended Jan. 31, 2006.  The auditing firm pointed to the company's
losses.

                    About PureDepth Inc.

Headquartered in Redwood City, Calif., PureDepth Inc. --    
http://www.puredepth.com/-- is a technology and licensing company  
focused on the development, marketing, licensing and support of
its proprietary Multi-Layer Display(TM) technology and related
products and services.  The company's technology has application
in industries and markets where flat panel monitors and displays
are utilized.


QUAKER FABRIC: Has Until March 13 to Remove Civil Actions
---------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
set March 13, 2008, as the deadline within which Quaker Fabric
Corporation and its debtor-affiliates may remove civil actions.

As reported in Troubled Company Reporter on Nov. 28, 2007,
the Debtors told the Court that they were not able to evaluate the
potential need to remove any of their pending prepetition civil
actions.  The Debtors said that they have been focusing on the
transition into Chapter 11, as well as the sale process of
substantially all of their assets.

On Sept. 19, 2007, the Court approved that sale, including,
the right to designate for certain parcels of real property and
leases, to Gordon Brothers Group LLC for approximately
$27 million.

The Debtors assured the Court that their adversaries will not
be prejudiced by the extension under Section 1452(b) of the
Bankruptcy Code.  The Debtors say that the request is in the best
interest of the estate and creditors.

                       About Quaker Fabric

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

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

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


QUALIFIED EXCHANGE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Qualified Exchange Services Inc., aka QES, submitted to the U.S.
Bankruptcy Court for the District of Nevada its schedules of
assets and liabilities, disclosing:

   Name of Schedule                   Assets     Liabilities
   ----------------                 ----------   -----------
   A. Real Property                          -
   B. Personal Property                      -
   C. Property Claimed
      as Exempt
   D. Creditors Holding                                    -
      Secured Claims
   E. Creditors Holding                                    -
      Unsecured Priority
      Claims
   F. Creditors Holding                           $9,557,916
      Unsecured Nonpriority
      Claims
                                    ----------   -----------
      TOTAL                                 $0    $9,557,916

Las Vegas, Nevada-based Qualified Exchange Services Inc., aka QES,
filed for chapter 11 petition on Nov. 14, 2007 (Bankr. D. Nev.
Case No. 07-17520).  Anthony A. Zmaila, Esq., and Victoria L.
Nelson, Esq., at Santoro Driggs Walch Kearney, et al., represent
the Debtor in its restructuring efforts.


QUEBECOR WORLD: Jacques Mallette Succeeds Wes Lucas as CEO
----------------------------------------------------------
Quebecor World Inc. has appointed Jacques Mallette as president
and CEO effective immediately and that Wes Lucas is leaving the
company to pursue other opportunities.  

The board of director believes that Mr. Mallette's backround,
leadership and experience are important to ensuring the company is
executing its business plan.

Jacques Mallette has been executive vice-president and chief
financial officer of Quebecor World since September 2005 and has
been involved in all aspects of the corporation including
operations and customer relations.

Mr. Mallette first joined Quebecor as executive vice president and
chief financial officer of Quebecor Inc. and Quebecor Media in
March 2003.  

Previously, he held the position of president and chief executive
officer of Cascades Boxboard Group Inc.  During his 8-year tenure
at Cascades, he also held the positions of executive vice
president and chief financial officer.  

He holds a Bachelors Degree from the University of Montreal and is
a member of the Order of Chartered Accountants of Quebec.

Mr. Lucas joined Quebecor World in May 2006 and is leaving the
company to pursue other opportunities in the United States and
Quebecor World wishes him well in his future endeavors.

The board of directors has accepted the resignation of Reginald
Brack as a director, for personal reasons and is appointing Jean
La Couture as a director of the corporation.  Mr. La Couture is a
fellow of the Quebec Order of Chartered Accountants.

He was managing director of a major Canadian accounting firm
before becoming president and chief executive officer of The
Guarantee Company of North America.  In 1995, he created Huis Clos
Ltd. which specializes in management mediation well as in civil
commercial negotiations.  He also serves as a member of the board
of Quebecor Inc., the Board of Innergex Power Trust (chairman of
the fiduciary council, acquisitions committee, audit committee and
corporate governance committee) and Immunotec Inc. (chairman of
the audit committee).

                   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.


RALI: Moody's Downgrades Ratings on 17 Tranches
-----------------------------------------------
Moody's Investors Service has downgraded the ratings of seventeen
tranches and has placed under review for possible downgrade the
ratings on five tranches from six transactions issued by RALI
Series in 2006 and late 2005.  One downgraded tranche remains 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: RALI Series 2005-QO3 Trust

   -- Cl. M-3, Downgraded to Ba2, previously Baa2,


Issuer: RALI Series 2005-QO4 Trust

   -- Cl. M-3, Downgraded to Ba1, previously Baa2,


Issuer: RALI Series 2006-QO1 Trust

   -- Cl. M-4, Downgraded to Baa1, previously A2,
   -- Cl. M-5, Downgraded to Ba1, previously Baa1,
   -- Cl. M-6, Downgraded to B2, previously Baa3,
   -- Cl. B-1, Downgraded to Caa1, previously Ba2,


Issuer: RALI Series 2006-QO5 Trust

   -- Cl. M-2 Currently Aa1 on review for possible downgrade,
   -- Cl. M-3 Currently Aa1 on review for possible downgrade,
   -- Cl. M-4 Currently Aa2 on review for possible downgrade,
   -- Cl. M-5, Downgraded to Baa2, previously A1,
   -- Cl. M-6, Downgraded to Ba2, previously A3,
   -- Cl. M-7, Downgraded to B3, previously Baa2,


Issuer: RALI Series 2006-QO7 Trust

   -- Cl. M-2 Currently Aa1 on review for possible downgrade,
   -- Cl. M-3 Currently Aa2 on review for possible downgrade,
   -- Cl. M-4, Downgraded to A2, previously A1,
   -- Cl. M-5, Downgraded to Baa3, previously A3,
   -- Cl. M-6, Downgraded to Ba3, previously Baa2,
   -- Cl. M-7, Downgraded to B3 on review for possible further
      downgrade, previously Ba2,


Issuer: RALI Series 2006-QO9 Trust

   -- Cl. M-7, Downgraded to A3, previously A2,
   -- Cl. M-8, Downgraded to Baa1, previously A3,
   -- Cl. M-9, Downgraded to Ba1, previously Baa2,
   -- Cl. B, Downgraded to Ba2, previously Ba1.


RITCHIE (IRELAND): Wants Ownership of Insurance Files Determined
----------------------------------------------------------------
Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and
Ritchie Risk-Linked Strategies Trading (Ireland) II, Ltd. are
contesting Coventry First LLC's ownership of the files containing
information about more than 1,000 life insurance policies the
Debtors plan to sell, Bill Rochelle of Bloomberg  News reports.

According to the report, the Debtors asked the U.S. Bankruptcy
Court for the Southern District of New York to determine who
rightfully owns the files arguing that they cannot sell the
policies for an acceptable price without those files.

Coventry, the seller of the policies, contended that it never
sold the files to the Debtors, Bloomberg relates.

As reported in the Troubled Company Reporter on Oct. 8, 2007, the
Court approved the procedures proposed by the Debtors for the sale
of those policies, which constitutes all or substantially all of
the Debtors' assets.

As reported in the Troubled Company Reporter on Dec. 7, 2007, the
Debtors asked the Court to postpone the auction sale to Jan. 9,
2008, from Dec. 10, 2007.  The Debtor contended that they want to
give buyers more time to have all the information they need to
evaluate how much to bid.

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management
LLC.  The Debtors were formed as special purpose vehicles to
invest in life insurance policies in the life settlement market.
The Debtors filed for Chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  Allison H.
Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,
at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date.  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan expires on Jan. 16, 2008.


SAGITTARIUS BRANDS: S&P Revises Outlook to Negative from Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its ratings outlook on
the Nashville, Tenn.-based Sagittarius Brands Inc. to negative
from stable.  At the same time, S&P affirmed its ratings,
including the 'B-' corporate credit rating, on the company.

"The change in outlook reflects our view that cost pressures will
likely continue to strain operating performance in 2008," said
Standard & Poor's credit analyst Charles Pinson-Rose, "and that
there is a growing possibility that the company will not comply
with financial covenants of its senior secured credit facility."  
At the end of the first quarter of 2008, the maximum total
leverage ratio of the facility steps down by 25 basis points
(bps).  At that point, the company would breach the covenant if
EBITDAR for covenant purposes falls by 3.7% from the current last
12-month level if debt is unchanged.


SECURITIZED ASSET: S&P Downgrades Ratings on Four Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1, B-2, B-3, and B-4 mortgage-backed securities from
Securitized Asset Backed Receivables LLC Trust's series 2005-HE1.  
Concurrently, S&P affirmed its ratings on the remaining nine
classes from this transaction and on 11 classes from Securitized
Asset Backed Receivables LLC Trust's series 2005-FR5.

The downgrades of classes B-1, B-2, B-3, and B-4 from series 2005-
HE1 reflect a reduction in credit enhancement caused by monthly
realized losses, as well as large increases in severe
delinquencies (90-plus days, foreclosures, and REOs) over the past
year.  Monthly realized losses have exceeded excess interest by
approximately 1.3x over the past six months.

Overcollateralization is currently 3.6% of the transaction's
original balance, 25 basis points below its target of 3.85%.  
Since the December 2006 remittance date, severe delinquencies have
increased 155% to approximately $137,991,000 from approximately
$54,177,000.  Loans categorized as severely delinquent currently
make up 23.98% of the current pool balance.

The affirmations reflect sufficient credit enhancement for the
current ratings.  The classes with affirmed ratings have actual
and projected credit support percentages that are in line with
their original levels.

Subordination, O/C, and excess spread provide credit support for
these transactions.  The class A-1B certificate from series 2005-
FR5 benefits from bond insurance provided by XL Capital Assurance
Inc. ('AAA' financial strength rating).

The collateral for these series originally consisted primarily of
30-year, closed-end, fixed- and adjustable-rate, first-and second-
lien mortgage loans.

                              Ratings Lowered

               Securitized Asset Backed Receivables LLC Trust

                                             Rating
                                             -------
                   Series      Class      To        From
                   ------      -----      --        ----
                   2005-HE1    B-1        BBB       A-
                   2005-HE1    B-2        BB+       BBB+
                   2005-HE1    B-3        BB        BBB
                   2005-HE1    B-4        B         BB

                             Ratings Affirmed

              Securitized Asset Backed Receivables LLC Trust

              Series      Class                      Rating
              ------  -----           ------
              2005-FR5    A-1A, A-1B, A-2A, A-2B     AAA
              2005-FR5    M-1                        AA+
              2005-FR5    M-2                        A+
              2005-FR5    M-3                        A
              2005-FR5    B-1, B-2                   BB
              2005-FR5    B-3, B-4                   B
              2005-HE1    A-1A, A-1B, A-2, A-3A      AAA
              2005-HE1    A-3B, A-3C                 AAA
              2005-HE1    M-1                        AA+
              2005-HE1    M-2                        A+
              2005-HE1    M-3                        A


SENTINEL MANAGEMENT: Has Until June 13 to File Chapter 11 Plan
--------------------------------------------------------------
The Honorable John H. Squires of the United States Bankruptcy
Court for the Northern District of Illinois further extendeded,
until June 13, 2008, Sentinel Management Group Inc.'s exclusive
periods to file a Chapter 11 plan of reorganization and disclosure
statement.

Frederick J. Grede, the Chapter 11 Trustee appointed in the
Debtor's bankruptcy case, asked the Court to defer the Debtor's
exclusive period to file a plan.  The Chapter 11 Trustee said that
he needed more time to conduct analysis, through discovery and
other efforts, of the Debtor's portfolio of securities and
adversary proceedings against its insiders to avoid fraudulent
transfers.

The Chapter 11 Trustee further said that the investigation will
likely to take an additional two or three months to complete.  
According to the Trustee, until the investigation is completed, no
party will be in a position to propose a feasible plan.

                     About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee
of Unsecured Creditors.  DLA Piper US LLP represents as the
Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.  
The Debtor's exclusive period to file a plan expires on Dec. 17,
2007.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.


SMK SPEEDY: Court Approves Sale of Assets to Forum Leaseholds
-------------------------------------------------------------
The Ontario Superior Court of Justice approved the sale of SMK
Speedy International Inc.'s assets to its landlord, Forum
Leasehold Partners Inc., Tony Van Alphen of The Toronto Star
reports.

Although the transaction amount was not disclosed, a receiver's
report discloses that the buying price is expected to be
definitely be lower than SMK's debts, which is valued at around
$3.2 million, The Star relates.

Adele Imrie at Forum told The Star that her company intends to
continue SMK's operations to take advantage of the Speedy brand
which has been established for 50 years.

During the bidding, SMK received four offers and one of them was
more than Forum's but was rejected due to the buyer's conditions
that may affect the deal, The Star adds.

                       About Forum Leasehold

Forum Leasehold Partners Inc. -- http://www.forum-flp.com/--  
acquires and develops single tenant properties.  The company has
built a portfolio consisting of over 800,000 square feet.  Forum
investment criteria include a wide range of asset, credit quality
and lease types.  Forum invests in a full range of transaction
types including sale-leasebacks, Public Private Partnerships (P3s)
and design-build-lease projects.

                         About SMK Speedy

Ontario-headquartered SMK Speedy International Inc. --
http://www.speedy.com/-- is a privately held specialty car repair   
shop owned by Speedy Muffler King which opened its' first store in
1956 and was one of the first muffler replacement specialists in
North America.  The company specializes in exhaust and muffler
repair under the Speedy Auto Service name (originally Speedy
Muffler King), its mechanics also fix shocks, brakes, steering,
and variety of other automotive ailments.  The company operates
more than 120 stores in Canada and licenses eight stores in South
Korea.  The Goldfarb Corporation in 2004 sold its controlling
interest in SMK Speedy to Minute Muffler and Brake, a Canadian
automotive services company with more than 110 franchised
locations.

SMK Speedy obtained protection under the Companies' Creditors
Arrangement Act on Nov. 8, 2007.  KPMG LLP is the financial
advisor to the company.  Mintz & Partners Limited is the monitor
in the Debtor's cases appointed by the Superior Court of Justice.


SOFA EXPRESS: Wants Clear Thinking as Financial Advisor
-------------------------------------------------------
Sofa Express Inc. asks the United States Bankruptcy Court for the
Middle District of Tennessee for authority to employ Clear
Thinking Group as its financial advisor.

The Debtor selected CTG as its financial advisor because of the
firm's diverse experience, knowledge, and reputation in the retail
restructuring and liquidation field, its understanging of the
issues involved in chapter 11 cases, and because it believes that
CTG has the resources and is well qualified to provide the
financial services it requires.

As financial advisor, CTG will:

  a) assist in the evaluation of the Debtor's business and
     prospects;

  b) assist in the development of the Debtor's liquidation plan
     and related selection of a liquidator;

  c) assist in the development of financial data and presentations
     to the Debtor's Board of Directors, various creditors, and
     other third parties;
  
  d) assist with the preparation of necessary schedules, budgets
     and court related reporting;

  e) analyze various liquidation scenarios and the potential
     impact of these scenarios on the recoveries of those
     stakeholders impacted by the Debtor's liquidation;

  f) participate in negotiations among the Debtor and its
     creditors, suppliers, lessors, and other parties in interest;

  g) assist in arranging debtor in possession financing for the
     Debtor, as requested;

  h) provide expert witness testimony concerning any of the
     subjects encompassed by the other financial advisory
     services;
  
  i) assist the Debtor in preparing marketing materials in
     conjunction with the liquidation of the Debtor's assets; and

  j) provide such other advisory services as are customarily
     provided in connection with the analysis and negotiation of a
     liquidation under chapter 11 of the Bankruptcy Code.

Lee Diercks, a partner and managing director at CTG, assures the
Court that CTG does not hold or represent any interest adverse to
the Debtor or its estate and that CTG is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

As compensation for their services, CTG's professionals bill:

          Designation              Hourly Rate
          -----------              -----------
          Partner                     $375
          Manager                     $275
          Consultant                  $225
          Analyst                     $125
          Administrative              $ 75

Prior to bankruptcy filing, CTG collected a retainer of $50,000
for pre-petition services, including all prepetition expenses
incurred.  To date, CTG has received approximately $123,000 for
financial advisory services rendered.

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.


SOFA EXPRESS: Taps BMC Group as Notice and Claims Agent
-------------------------------------------------------
Sofa Express Inc. asks the United States Bankruptcy Court for the
Middle District of Tennessee for authority to employ BMC Group
Inc. as notice and claims agent of the Court.

The Debtor selected BMC because of the firm's substantial  
experience as official notice, claims, and balloting agent in many
chapter 11 bankruptcy cases nationwide.

As notice and claims agent, BMC Group will:

  a) prepare and serve required notices in the Chapter 11 case,
     including:

       i. notice of the commencement of the Chapter 11 case and      
          the initial meeting of creditors under Section 341(a) of
          the Bankruptcy Code;

      ii. a notice of the claims bar date;

     iii. notices of objections to claims;

      iv. notices of any hearings on procedures for going out of
          business sales or other liquidation type mechanisms; and

       v. such other miscellaneous notices as the Debtor or Court
          may deem necessary or appropriate for an orderly
          administration of the chapter 11 case.

  b) within five (5) business days after the service of a
     particular notice, prepare for filing with the Clerk's Office
     a certificate or affidavit of service that includes (i) an
     alphabetical list of persons on whom the notice was served,
     along with their addresses and (ii) the date and manner of
     service.

  c) receive, examine, and maintain copies of all proofs of claim
     and proofs of interest filed in the chapter 11 case.

  d) maintain official claims registers in the chapter 11 case by
     docketing all proofs of claim and proofs of interest in a
     claims database that includes the following information for
     each such claim or interest asserted:

       i. the name and address of the claimant or interest holder
          and any agent thereof, if the proof of claim or proof of
          interest was filed by an agent;

      ii. the date the proof of claim or proof of interest was
          received by BMC and/or the Court;

     iii. the claim number assigned to the proof of claim or proof
          of interest; and

      iv. the asserted amount and classification of the claim.

  e) implement necessary measures to ensure the completeness and
     integrity of the claims registers.

  f) transmit to the Clerk's Office a copy of the claims registers
     on a weekly basis unless the Clerk's Office requests a more
     or less frequent basis.

  g) maintain an up-to-date mailing list for all entities that   
     have filed proofs of claim or proofs of interest and make
     such list available upon request to the Clerk's Office or any
     party in interest.

  h) provide access to the public for examination of copies of the
     proofs of claim or proofs of interest filed in the chapter 11
     case without charge during regular business hours.

  i) record all transfer of claims pursuant to Bankruptcy Rule
     3001(e) and, if directed to do so by the Court, provide
     notice of such transfers as required by Bankruptcy Rule
     3001(e).

  j) comply with applicable federal, state, municipal, and local
     statutes, ordinances, rules, regulations, orders, and other
     requirements.

  k) provide temporary employees to process claims as necessary.

  l) promptly comply with such further conditions and requirements
     as the Clerk's Office or the Court my at any time prescribe.

  m) provide such other claims processing, noticing, balloting,
     and related administrative services as may be requested from
     time to time by the Debtor.

In addition, BMC will:

  a) maintain and update the master mailing lists of creditors.

  b) gather data in conjunction with the preparation of the
     Debtor's schedules of assets and liabilities and statements
     of financial affairs.

  c) track and administer claims.

  d) perform other administrative tasks pertaining to the
     administration of the chapter 11 case, as may be requested by
     the Debtor or the Clerk's Office.

As compensation for their services, BMC agrees to charge its
standard prices for its services, expenses and supplies at the
rates or prices in effect on the day such services or supplies are
provided to the Debtor.

Tinamarie Feil, the chief financial officer of BMC Group Inc.,
assures the Court that the firm does not hold any interest adverse
to the Debtor or the Debtor's estate, and that the firm is a
"disinterested person" as such term is defined under Sec. 101(14)
of the Bankruptcy Code.

BMC also represents that it will not consider itself employed by
the United States government and waives any rights to receive
compensation from the United States government.

Ms. Tinamarie Feil can be reached at:

     Tinamarie Feil
     BMC Group Inc.
     720 Third Avenue
     23rd Floor
     Seattle, Wash. 98104
     Tel: (206) 516-3300
     Fax: (206) 516-3304
   
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.


ST BERNARD: S&P Upgrades Ratings on Sales Tax Revenue Debt
----------------------------------------------------------
Standard & Poor's Ratings Services raised its standard long-term
rating and underlying rating on St. Bernard Parish, La.'s sales
tax revenue debt three notches to 'BBB' from 'BB' based on the
restoration of a portion of the parish's population and retail
base, which has resulted in adequate debt service coverage.  The
outlook is stable.

The persistence of a significant degree of economic dislocation
and uncertainty over the restoration of a viable and sustainable
economic base preclude a higher rating.  The slower-than-expected
pace of reconstruction and repopulation will continue to limit the
rating's upward potential.

"We assume that despite the slow pace of reconstruction and
recovery from Katrina, sales tax revenues will remain consistent,
albeit at a lower level, and provide adequate debt service
coverage on the parish's bonds outstanding," said Standard &
Poor's credit analyst Horacio Aldrete.  "We do not plan to raise
the rating further, unless significant progress in redevelopment
efforts occurs that allow for further retail base diversification
and expansion."

A 1.5% sales tax with no sunset date secures the bonds.

Several leading sales tax dealers that operated in St. Bernard
Parish before Hurricane Katrina have either not returned or have
significantly reduced their operations in the parish.  Wal-Mart
Stores Inc., which was the parish's leading sales tax generator
before Katrina, has yet to reopen a supercenter that was only a
few months old before the hurricane hit.  Further commercial
development will largely depend on continued population growth.
With an estimated 25,000 residents, the parish's population
remains at just 38% of its pre-Katrina levels.

Actual revenues for the first 10 months of fiscal 2007 reflect a
5% decline compared with 10 months of collections in fiscal 2006.  
Due to the slow pace of recovery and repopulation, it remains
unclear what level of retail sales and tax collections will be
generated in the parish in the long term.  While a gradual
recovery has been occurring in the parish's retail activity, the
pace of reconstruction and repopulation has been slower than
expected.

The rating action affects roughly $58 million of debt outstanding.


ST MARY: Selling Oil & Gas Assets to Abraxas Energy for $140MM
--------------------------------------------------------------
St. Mary Land & Exploration Company disclosed that it has entered
into an agreement with a subsidiary of Abraxas Energy Partners
L.P., to sell its divestiture package of certain non-strategic oil
and gas properties for $140 million in cash.  The package was
marketed by Albrecht & Associates Inc.

"We are pleased to disclose this divestiture of non-strategic
assets," Tony Best, president and CEO, commented.  "The
transaction helps rationalize our portfolio, while allowing us to
focus our resources on projects with more growth potential. We are
utilizing a tax-advantaged exchange structure which improves the
economics of the transaction by allowing us to defer the gain on
the sale of these properties.  The proceeds from the sale will be
used to pay down bank borrowings and will further strengthen our
balance sheet."

The properties are located in the Rocky Mountain and Mid-Continent
regions and include:

   -- approximately 1,500 wells;

   -- estimated proved reserves as of Dec. 1, 2007, based on
      recent strip prices of approximately 10,250 MBOE;

   -- 82% proved developed producing reserves;

   -- 52% oil;

   -- reserves-to-production ratio of approximately 14 years;

   -- approximately 2,050 Boepd of current daily net
      production.

Current production from the properties is approximately
12.3 MMCFED, of which 46% is natural gas.  

The transaction has an effective date of Dec. 1, 2007, and is
anticipated to close on Jan. 31, 2008, subject to customary
closing conditions.  The sale proceeds will be adjusted by closing
adjustments for the period between the effective date and closing
date.

In a separate statement, Abraxas Energy related that it intends to
initially finance the acquisition with borrowings under an amended
credit facility together with borrowings under a new bridge
facility and is currently in discussions with Societe Generale to
arrange such financing.  

Abraxas Energy has delayed its initial public offering due to the
effect of this acquisition on the required disclosure for its
registration statement.

Abraxas Petroleum anticipates purchasing a portion, less than 10%
of the estimated proved reserves, of the acquired properties.  
These properties are exploratory in nature and not deemed suitable
for Abraxas Energy.  Abraxas Petroleum intends to fund this
portion of the acquisition from cash on hand.

In connection with this acquisition, Abraxas Energy has entered
into options to purchase NYMEX-based fixed price swaps on a
significant portion of the estimated production from the acquired
properties' current proved developed producing reserves for the
period February 2008 through December 2011.

               About Abraxas Petroleum Corporation

Based in  San Antonio, Texas, Abraxas Petroleum Corporation
(AMEX:ABP) -- http://www.abraxaspetroleum.com/-- is a crude oil  
and natural gas exploration and production company with operations
in Texas and Wyoming.  Abraxas Petroleum Corporation also owns a
47% interest in an upstream master limited partnership, Abraxas
Energy Partners L.P., which entitles Abraxas Petroleum Corporation
to receive its proportionate share of cash distributions made by
Abraxas Energy Partners L.P.

                About St. Mary Land & Exploration

Based in Denver, Colorado, St. Mary Land & Exploration Company
(NYSE: SM) - http://www.stmaryland.com/-- is engaged in the
exploration, exploitation, development, acquisition, and
production of natural gas and crude oil in five core areas in the
United States.  The company invests in oil and gas producing
assets that provide a superior return on equity while preserving
underlying capital, resulting in a return on equity to
stockholders that reflects capital appreciation as well as the
payment of cash dividends.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Standard & Poor's Ratings Services revised its outlook on oil and
gas exploration and production company St. Mary Land & Exploration
Co. to positive from stable and affirmed its 'BB-' corporate
credit rating on the company.  "The company's good operating
results thus far in 2007 and its adherence to moderate financial
leverage measures spurred the outlook change," said Standard &
Poor's credit analyst David Lundberg.  As of Sept. 30, 2007, St.
Mary had $443 million in debt.


SYNOVA HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Synova Healthcare, Inc.
             1400 North Providence Road, Suite 6010
             Media, PA 19063

Bankruptcy Case No.: 07-11889

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Synova Pre-Natal Healthcare, Inc.          07-11890
        Allendale Pharmaceuticals, Inc.            07-11891
        Todays Womencare Co.                       07-11892
        Synova Healthcare Group, Inc.              07-11893

Type of Business: The Debtors are engaged in the development,
                  distribution, marketing, and sale of women's
                  healthcare products.  They offer contraception,
                  vaginal health, menopause management, fertility
                  planning, obstetrics, and personal care
                  products.  Their products include Today Sponge,
                  a non-hormonal contraceptive device that
                  combines barrier and spermicidal methods to
                  prevent conception; Fem-V, a non-invasive
                  diagnostic test designed to assist women in
                  detecting and diagnosing the presence of
                  elevated vaginal acidity, often indicating a
                  vaginal infection; and MenoCheck and
                  MenocheckPro that are in-home and in-office non-
                  invasive diagnostic tests used to detect and
                  diagnose the onset of menopause.  They
                  distribute and sell their products to retail
                  customers through drug stores, grocery stores,
                  and other retail outlets, as well as through
                  medical supply companies.  See
                  http://www.synovahealthcare.com

Chapter 11 Petition Date: December 18, 2007

Court: District of Delaware (Delaware)

Debtors' Counsel: Anthony M. Saccullo, Esq.
                  Daniel K. Astin, Esq.
                  Fox Rothschild, L.L.P.
                  919 North Market Street, Suite 1300
                  P.O. Box 2323
                  Wilmington, DE 19899-2323
                  Tel: (302) 622-4212
                  Fax: (302) 656-8920, (302) 658-6395

Debtors' Consolidated Financial Condition as of Dec. 18, 2007:

Total Assets: $21,261,454

Total Debts:  $26,815,000

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
   O.S.G. Norwich                                    $1,443,655
   Pharmaceuticals, Inc.
   NW5419, P.O. Box 1450
   Minneapolis, MN 55485-5419

   Everest 87                                        $1,252,800
   Ramistrasse 8, Postfach 659
   CH 8024
   Zurich, Switzerland

   Blank Rome, L.L.P.                                  $925,019
   One Logan Square
   18th & Cherry Streets
   Philadelphia, PA 19103

   Everest 90                                          $784,800
   Ramistrasse 8, Postfach 659
   CH 8024
   Zurich, Switzerland

   X.P.E.D.X.                                          $309,818
   13745 Collections Center Drive
   Chicago, IL 60693

   Everest 87                                          $300,000
   Ramistrasse 8, Postfach 659
   CH 8024
   Zurich, Switzerland

   Adrian Adams                                        $250,000
   322 Winfield Road
   Devon, PA 19333

   Widmeyer Communications, Inc.                       $248,700

   Dudnyk Bold Brand Solutions                         $210,464

   S.W.M.X.                                            $206,582

   G.M. Capital General Partners                       $198,824

   Dorland Corp.                                       $183,154

   Goodwin Protor, L.L.P.                              $164,397

   Rhodia, Inc.                                        $154,622

   R.R. Donnelley Receivables, Inc.                    $151,061

   Pavone                                              $138,314

   The Emerson Group                                   $134,081

   Everest 89                                          $100,000

   Everest 59                                          $100,000

   Everest 21                                          $100,000


TED LEROY: Seeks Protection from Creditors Under CCAA
-----------------------------------------------------
Ted LeRoy Trucking filed for bankruptcy under the Companies
Creditors Arrangement Act (Canada) in hopes of restructuring its
business after being adversely affected by the slump in the U.S.
housing industry, Gordon Hamilton writes for The Vancouver Sun.

Ted spokesman, Marty Eakins, says he is confident that the company
can bounce back and be profitable again, Vancouver Sun relates.

Mr. Eakins listed other factors affecting the company, including
the surge in the Canadian currency and the lowered lumber prices,
Vancouver Sun notes.

According to Madison's Canadian Lumber Reporter publisher, Laurie
Cater, the "next wave" of the housing industry crisis has started
to affect logging contractors, Vancouver Sun says.

                          About Ted LeRoy

Chemainus, British Columbia-based Ted LeRoy Trucking --
http://www.leroygroup.com/-- is a logging contractor with about  
500 workers.  It logs primarily for TimberWest Forest, the largest
landowner in British Columbia, Island Timberlands, the second-
largest landowner, and Western Forest Products, the largest tenure
holder in the coast region.


TERWIN MORTGAGE: S&P Junks Rating on Class B-3 Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-3 asset-backed certificates issued by Terwin Mortgage Trust
2003-7SL to 'CCC' from 'BB'.

The downgrade reflects the deteriorating performance of the
collateral pools as monthly net losses continue to significantly
outpace monthly excess interest cash flows, resulting in principal
write-downs to the overcollateralization for this deal.

As of the November 2007 distribution period, total delinquencies
were 16.85% of the current pool balance, while severe
delinquencies were 6.86%.  The transaction has experienced
approximately 2.69% in cumulative realized losses
to date and is 47 months seasoned.  The outstanding pool factor
for this deal is 5.95%.  If delinquencies continue to translate
into realized losses, we will likely take further negative rating
actions.

Subordination, O/C, and excess interest cash flows provide credit
support for this transaction.  The collateral consists of 30-year,
fixed-rate, closed-end second-lien mortgage loans secured by one-
to four-family residential properties.


TKD DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: T.K.D. Development, L.L.C.
        136 East South Temple, Suite 1700
        Salt Lake City, UT 84111

Bankruptcy Case No.: 07-26080

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        True Partners Affiliated, L.L.C.           07-26082
        Black Ridge Mesa Investment, Inc.          07-26083

Chapter 11 Petition Date: December 17, 2007

Court: District of Utah (Salt Lake City)

Debtors' Counsel: Stephen M. Enderton, Esq.
                  Plant, Christensen and Kanell
                  234 East 3900 South, Suite One
                  Salt Lake City, UT 84107
                  Tel: (801) 281-0252
                  Fax: (801) 281-0952

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
T.K.D. Development, L.L.C.  $10 Million to         $10 Million to
                            $50 Million            $50 Million

True Partners Affiliated,   $10 Million to         $10 Million to
L.L.C.                      $50 Million            $50 Million

Black Ridge Mesa            $10 Million to         $10 Million to
Investment, Inc.            $50 Million            $50 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


TRAVELOGIX INC: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Travelogix, Inc.
        dba 1-800-Cheapseats, Inc.
        fdba One Travel Group, Inc.
        fdba OTV Acquisition Corp.
        1797 NE Expressway, Suite 250
        Atlanta, GA 30329

Bankruptcy Case No.: 07-81194

Type of Business: The Debtor offers online and traditional
                  travel services.  See http://www.onetravel.com/

Chapter 11 Petition Date: December 17, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Paul W. Bonapfel

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, N.E.
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $50 million

Debtor's 19 Largest Unsecured Creditors:


   Entity                                          Claim Amount
   ------                                          ------------
   Amadeus                                           $1,180,000
   9250 Northwest 36th Street
   Miami, FL 33178

   Linx (Ski.com) S & L                                $277,522
   1839 York Street
   Denver, CO 80206

   Galileo                                             $275,000
   6901 South Havana Street
   Englewood, CO 80112-3805

   Indigo Arc                                          $227,485

   Arc Settlement                                      $217,371

   Travelco                                            $181,512

   Sidestep                                            $164,331

   AT&T                                                $104,632

   Sam's Club                                           $73,166

   HotelBeds, USA                                       $71,404

   Kayak                                                $63,798

   FKC Flamingo                                         $59,628

   Mobissimo                                            $52,199

   SBC Global Sorias, Inc.                               $48,853

   GreenSky Financial                                   $44,000

   The Planet                                           $43,532

   Rubenstein                                           $40,054

   Cheap Trips                                          $39,800

   Raiche End Malter                                    $39,496


TRUMP ENTERTAINMENT: Moody's Review Ratings for Possible Downgrade
------------------------------------------------------------------
Moody's Investors Service placed the ratings of Trump
Entertainment Resorts Holdings, LP on review for possible
downgrade.  Ratings affected include the company's B3 corporate
family rating, B3 probability of default rating, Ba3 (LGD-1, 9%)
senior secured bank facility rating, and Caa1 (LGD-4, 65%) second
lien note rating.  At the same time, Trump's speculative grade
liquidity rating was lowered to SGL-4 from SGL-3.

Trump's SGL-4 speculative grade liquidity rating reflects the
likelihood that the company will have to amend its bank credit
facility to remain in compliance with its covenants and to gain
access to its full revolver availability.  Currently, the company
only has a portion of its revolving credit facility available to
it as a result of limitations imposed by the debt incurrence
covenant in the company's long-term debt indenture.  Trump's
speculative grade liquidity rating could revert back to SGL-3 at
the point where the company demonstrates compliance or
successfully amends its existing facility, or obtains adequate
alternative funding.

The decision to place Trump under review for possible downgrade
considers that in addition to a year-to-date decline in operating
results, the company currently faces several challenges that,
anyone of which could make it difficult for Trump to
simultaneously invest additional capital in its existing assets
and service its debt over the next 12 to 18 months.  These
challenges include continued competition from new gaming supply in
New York and Pennsylvania and increased promotional spending
within the Atlantic City market.

The review also acknowledges that since Trump's Mar. 12, 2007
announcement that it was seeking strategic alternatives, no
strategic alternative has emerged as of yet that would have a
positive credit impact on the company.

Moody's review will focus on Trump's ability and plans to improve
its near-term liquidity and address longer-term debt service
obligations in light of the above -mentioned challenges.

Moody's previous rating action on Trump occurred on Mar. 12, 2007
with a revision of the company's rating outlook to developing from
stable.  The revisions was in response to Trump's announcement
that it had retained Merrill Lynch to assist in the evaluation of
strategic alternatives that could include capital structure,
financing and other value creating alternatives.

Trump Entertainment Resorts Holdings, LP. owns and operates the
Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino and
the Trump Marina Hotel Casino in Atlantic City, NJ. Net revenues
for the latest 12-months ended Sep. 30, 2007 were about $1
billion.


UNISYS CORP: Calls for the Redemption of 7-7/8% Senior Notes
------------------------------------------------------------
Unisys Corporation is 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.

Unisys will finance the redemption using the proceeds of its
offering of $210 million of 12.5% senior notes due 2016.

Headquartered in Blue Bell, Pennsylvania, Unisys Corporation
(NYSE: UIS) -- http://www.unisys.com/-- is an information
technology services and solutions company.  The company provides
consulting, systems integration, outsourcing and infrastructure
services, combined with powerful enterprise server technology.

Unisys reported a third-quarter 2007 net loss of $31.0 million.
Tax expense in the quarter increased to $36.8 million from
$16.0 million in the third quarter of 2006.  The company's third-
quarter 2007 results also included $19.3 million in other expense,
compared with $400,000 of other income in the year-ago quarter.

                          *     *     *

Moody's Investors Service placed Unisys Corporation's long term
corporate family and probability of default at 'B2' in Dec. 14,
2007.  The outlook is negative.


VALLEY HEALTH: Bankruptcy Filing Prompts S&P's Junk Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'C' from
'B-' on Valley Health System, Calif.'s 1996A hospital revenue
bonds.  The outlook is negative.

"The hospital district filed for Chapter 9 bankruptcy last week on
Dec. 13 after the board voted unanimously to approve the filing,"
said Standard & Poor's credit analyst Keith Dickinson.  "The
action follows the failure of the health care district electorate
to approve the sale of the district hospitals in November."

VHS has suffered through several years of operating losses, which
have accelerated in the past two fiscal years.  The hospital's age
of plant stands at a very high 23 years, as the district has been
unable to fund any significant capital improvements for many
years.

Valley Health System operates three acute-care hospitals located
about 100 miles southeast of Los Angeles.


VOUGHT AIRCRAFT: Moody's Affirm Ratings with Negative Outlook
--------------------------------------------------------------
Moody's Investors Service has affirmed the Corporate Family
Ratings of Vought Aircraft Industries, Inc., at B2 and senior
unsecured debt ratings at B3.  However, Moody's has lowered the
ratings of Vought's senior secured credit facility by one notch,
from Ba2 to Ba3, reflecting Moody's expectations of higher
reliance on the use the revolving credit facility to cover
continued high cash expenditure requirements over the near term at
a time when the company is reducing under-funded pension
liabilities -- a key component of unsecured liabilities modeled
below the senior secured debt in Moody's Loss Given Default
methodology.  The ratings outlook remains negative.

Although certain financial metrics have improved over time with
increased profitability and the conclusion of a costly
restructuring program, Moody's remains concerned about the
continued cash-consumptive operating environment facing Vought
over the next 12 months.  Despite anticipated revenue and earnings
growth as Boeing 787 production ramps-up over the near term, the
company is expected to need to draw-down a majority of its
revolving credit facility in order to meet its cash requirements
in FY08-FY09.  The potential for further delays in B787 production
also remains of concern, as the majority of the company's sizable
revenue backlog is related to the B787.  Moody's views Vought's
liquidity to be adequate to cover near term cash flow
requirements, which is an important factor in the affirmation of
the B2 CFR.

Positively, Moody's also continued to consider Vought's strong and
sustainable position as a key supplier of important structural
commercial and military aircraft components to major OEM's, Boeing
and Airbus in particular, and the resulting good revenue
visibility and demand support over the long run.  Moody's also
notes that the company has addressed material weaknesses cited in
its FY 2006 financial disclosures.

The negative ratings outlook reflects continued concerns over
developments in key contract programs, the B787 in particular, and
anticipated high variability in near term cash generation, which
Moody's expects will place stress the company's liquidity profile
in 2008.

Ratings could be stabilized if free cash flow turns positive,
particularly as the B787 program switches from development and
roll-out production to full swing production and delivery.

Ratings could be subject to downgrade if operating cash flows,
which are expected to be substantially negative through 2008, were
to reduce further owing to continued difficulty in the B787
program or due to decline in OEM customer deliveries in other
programs, resulting in further reliance on the revolving credit
facility and weakening over-all liquidity.

These ratings have been downgraded/revised:

Issuer: Vought Aircraft Industries, Inc.

   -- Senior Secured Bank Credit Facility, Downgraded to Ba3
(LGD2-23%) from Ba2
   
The following ratings have been affirmed/revised:

Issuer: Vought Aircraft Industries, Inc.

   -- Corporate Family Rating at B2
   -- Probability of Default Rating at B2
   -- Senior Unsecured Regular Bond/Debenture at B3 (LGD5-76%)

Vought Aircraft Industries, Inc., headquartered in Dallas, TX, is
one of the largest independent developers and producers of
structural assemblies for commercial, military, and business
aircraft.  Vought had LTM September 2007 revenues of
$1.65 billion.


WESTLAKE CHEMICAL: Completes Issuance of $250 Million Bonds
-----------------------------------------------------------
Westlake Chemical Corporation has completed the issuance of
$250 million of tax-exempt revenue bonds due Nov. 1, 2032, with an
interest rate of 6-3/4% per annum.  

The bonds were issued through the Louisiana Local Government
Environmental Facilities and Community Development Authority, a
political subdivision of the State of Louisiana.

The proceeds from the bond offering, which were issued under the
Gulf Opportunity Zone Act of 2005, will be loaned by the Authority
to Westlake Chemical Corporation.  Westlake Chemical intends to
use the proceeds of the bonds to expand, refurbish and maintain
certain of its facilities in the Louisiana Parishes of Calcasieu
and Ascension.

Pursuant to the Loan Agreement that Westlake Chemical entered into
with the Authority, Westlake Chemical is obligated to pay
principal and interest on the bonds.  In connection with the
issuance of the bonds, Westlake Chemical issued $250 million of
its 6-3/4% Senior Notes due 2032 to evidence and secure its
payment obligations to the Authority under the Loan Agreement. The
Senior Notes are unsecured and will rank equally in right of
payment with other existing and future unsecured senior
indebtedness of Westlake.

"We are pleased to have received this allocation of tax-exempt GO
Zone Bonds from the State of Louisiana and to have completed this
offering which increases our financial flexibility going forward
and helps to fund our growth in Louisiana," Albert Chao, Westlake
Chemical's chief executive officer and president, stated.

              About Westlake Chemical Corporation

Headquartered in Houston, Texas, Westlake Chemical Corporation -
http://www.westlake.com/-- is a manufacturer and supplier of  
petrochemicals, polymers and fabricated products.  The company's
range of products includes: ethylene, polyethylene, styrene,
propylene, caustic, VCM, PVC and PVC pipe, windows and fence.

                          *     *     *

As reported in the Troubled Company Reporter on  Nov. 12, 2007,
Moody's Investors Service assigned a Ba3 rating to the $250
million Louisiana Local Government Environmental Facilities and
Community Development Authority  Revenue Bonds (Westlake Chemical
Corporation Projects) Series 2007.  Moody's also affirmed
Westlake's Ba2 corporate family rating, the Ba3 rating on its
existing unsecured notes and its positive outlook.


WOLF HOLLOW: S&P Cuts Ratings on Senior Secured Bank Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on
electricity generator Wolf Hollow I L.P.'s $260 million senior
secured bank facility and $30 million working capital facility to
'B+' from 'BB-'.  The $260 million senior secured bank debt
consists of a $156 million senior secured bank facility ($130
million term loan and $26 million revolving loan facility) and
$104 million of synthetic letters of credit.  S&P also lowered our
rating on the $110 million second-lien senior secured term loan to
'B-' from 'B'.  Recovery ratings for all facilities remain
unchanged.  The outlook is stable.

"The downgrades come after an extended period during which the
project was on negative outlook due to a combination of operating
problems," said Standard & Poor's credit analyst Justin Martin.

Although plant performance has improved for the project over the
past few months following a forced outage in June 2007, operating
and major maintenance reserve levels remain low.  The 'B+' ratings
and '1' recovery for the first-lien facilities reflect Standard &
Poor's views of the entity's business and financial risk, and
lenders' positions in the securitywaterfall.  The 'B-' rating and
'4' recovery rating on Wolf Hollow's second-lien $110 million term
loan due December 2012 reflect the subordination of this debt in
terms of recovery in a bankruptcy scenario.

Standard & Poor's believes that an equity infusion of $1.5 million
to the operating reserve fund in September 2007 enabled the
project to avoid defaulting under its financial covenants.  This
equity contribution is the second for the project.  The first
occurred in 2006, when the equity owners put an additional
$6 million into the project's operating reserve.  Because draws
from the operating reserve are included in cash flow and the
$1.5 million infusion allowed $1.3 million in debt amortization,
the project achieved a leverage ratio of 7.81x.  S&P estimates
that without the infusion, leverage would have been 10.34x, which
exceeds the 9.25x covenant.

The stable outlook on Wolf Hollow following the downgrade reflects
our belief that the plant will continue to earn positive margin at
levels below those originally projected.  Coverage ratios have
been stable but lower than other projects with a 'BB-' rating.  In
addition, the February outages of the past two years, combined
with the gas quality issue, have prevented amortization of the
$130 million first-lien term loan at the rate initially
anticipated by management.  If the project demonstrates sustained
improved performance that allows higher levels of first lien term
loan amortization the rating could be revised upward.  Further
operational issues or certainty of a covenant default could result
in a lower rating.


ZUNI MORTGAGE: Moody's Downgrade Ratings on Three Tranches
-----------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
tranches from one transaction issued by Zuni Mortgage Loan Trust
in 2006.  One downgraded tranche remains 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: Zuni Mortgage Loan Trust 2006-OA1, Mortgage Loan Pass-
Through Certificates, Series 2006-OA1

   -- Cl. B-3, Downgraded to Ba1, previously Baa2,
   -- Cl. B-4, Downgraded to B2, previously Ba2,
   -- Cl. B-5, Downgraded to B3 on review for possible further
downgrade, previously B2.   


* Fitch Believes Actions By Bank Sponsors Are Pos. to Investors
---------------------------------------------------------------
Fitch believes that the actions announced by bank sponsors to
support their affiliated SIVs are, in several cases, positive for
investors in senior SIV liabilities.  In a report released, Fitch
summarises recent actions announced by SIV sponsors, most recently
Citibank on Dec. 13, 2007, and their impact on the risk profile of
the Fitch-rated vehicles.

The report, entitled "Structured Investment Vehicles Rating
Performance Update - Issue 4", shows the most relevant asset and
liability parameters for the Fitch-rated SIVs: The average
portfolio market value of Fitch-rated SIVs has slightly decreased
since October 2007, primarily due asset price declines in sectors
such as HELOC, monolines and other financial institutions.  As a
consequence, the net asset value of capital has continued to
deteriorate.  However, the vehicles have continued to deleverage,
which has increased market value over collateralisation and has
been beneficial to senior investors.  The report provides greater
insight into the concept of MV OC.

The report says that the credit quality and composition of SIV
portfolios has remained largely unchanged since the previous
report was published on 15 November 2007.  Commercial paper
issuance continues to be severely limited and SIVs have been
deleveraging their portfolios and relying on alternative sources
of funding, such as "vertical slicing" and repo transactions.

In November, Fitch downgraded all of Axon Financial's notes to
Default (on 21 November).  Fitch has also downgraded Sedna
Finance's Second Priority Senior Notes to 'CCC' on Rating Watch
Negative (on 4 December).  Sedna Finance entered a restricted
investment operating state and Axon Financial declared an
automatic liquidation event over the same period.


* Moody's Says 35 Debt Issuers Have "Weak" SGL Ratings
------------------------------------------------------
Companies with poor liquidity are finding credit markets less
receptive to the deals that would improve their condition, leaving
them more vulnerable to crises.  At the same time, additional
issuers are joining the weak liquidity ranks, says Moody's
Investors Service in a new report.  Evidence of this is that there
are now 35 corporate debt issuers with "weak" Moody's Speculative-
Grade Liquidity ratings, up from 22 at the end of June.

"The subprime contagion that has spread through the market over
the past few months has exposed some cash-strapped speculative-
grade companies to a potentially secondary strain: dwindling
access to outside liquidity sources amid heightened credit risk
aversion," says Moody's AVP - Analyst John Puchalla.  "At issue is
the ability of low-rated companies already coping with intrinsic
liquidity challenges to amend financial covenants or access the
capital markets to cover operating cash shortfalls or debt
maturities."

Before July, benign credit conditions generally allowed for such
changes, both staving off any cash flow crises and helping to
boost SGL ratings.  Now companies are finding it more difficult to
emerge from the SGL-4 or "weak" level of liquidity, the lowest
category in Moody's liquidity rating system.

"The number of low-rated companies experiencing weakening
intrinsic liquidity has not increased significantly since the
tighter credit environment took hold this summer," says Puchalla.  
"However, companies with SGL-4 ratings are facing greater
difficulties shoring up their liquidity positions."

The deepening SGL-4 quagmire suggests defaults may increase.  
Moody's research shows that every SGL-rated company that has
defaulted in roughly the last five years either through a missed
payment or a bankruptcy has had an SGL-4 rating at the time of
default.

Research also shows a strong correlation between the speculative-
grade default rate and the default rate for SGL-4 issuers, with
SGL-4 issuers defaulting at approximately ten times the overall
default rate.

In all, Moody's SGL ratings track issuers with approximately $1.1
trillion in debt, or about two-thirds of the speculative-grade
debt that Moody's rates in the U.S.


* Team Legal Offers Flat Fee on All Ch. 7 Consumer Bankruptcies
---------------------------------------------------------------
Team Legal Chicago founder Tom Makedonski, Esq., disclosed that
the firm is offering a flat fee for all Chapter 7 consumer
bankruptcies.

"I feel clients are treated like numbers at most bankruptcy
firms," Makedonski states.  "Clients are interested in two things
when filing a bankruptcy: the cost of filing and how quickly they
will obtain a discharge."

With years of experience handling bankruptcy clients, Makedonski
decided to address these two concerns by implementing a flat fee
for all Chapter 7 bankruptcies.  Makedonski says that he used to
get calls all the time at his previous firm from people who were
threatened with wage garnishment or repossession who needed relief
right away.  "Potential clients would ask me if the firm had a
payment plan of some sort to pay for the bankruptcy and they would
go on to cite other law firms that do."

"Those issues incited me to educate clients of how the process
works," Makedonski relates.  Most bankruptcy lawyers that
advertise a payment plan mislead clients into thinking that the
small initial retainer will initiate the filing of the bankruptcy.
However, the case is not actually filed until the bankruptcy fees
are paid in full, because if the lawyer isn't paid in full there
is a chance that their fee can get discharged also, explains
Makedonski.

The client will not be under any bankruptcy protection because it
has not been filed, so realistically nothing has been started.  "I
feel that advertising payment plans is just a way for bankruptcy
firms to get people in the door and lock them in to get the
business," he continues.

Team Legal Chicago quotes a flat fee for services and informs the
clients of court costs associated with the petition right from the
beginning.  "This way attorneys can focus right away on what the
client needs done," assures Makedonski.  At the firm, clients will
always have questions answered by an Illinois licensed attorney
and get right to the point regarding costs and how long the
process will be.

The firm can be contacted at:

      Team Legal Chicago
      Tom Makedonski
      Chicago, IL
      Tel: (773) 685-9138

                     About Team Legal Chicago

Team Legal Chicago -- http://www.teamlegalchicago.com/-- is a law  
firm specializing in consumer bankruptcies in the Chicago area.
The firm's claimed advantage is that it states exactly what the
potential client fees are going to be with court costs.  The firm
claims that it focuses on their clients' issues and not on
excessive attorneys' fees.


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* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Jan. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Views from the Bench
         Omni Hotel, New Haven, Connecticut
            Contact: http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Debt Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newwark, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lenders Panel
         Westin Buckhead, Atlanta, Georgia
            Contact: www.turnaround.org

Jan. 14-15, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      VALCON: Liquidity, LBOs, Risk and Restructurings
         Marriott Harbor Beach Resort & Spa, Fort Lauderdale,
Florida
            Contact: http://www.airacira.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Dave & Busters, Jacksonville, Florida
            Contact: 561-882-1331 or www.turnaround.org

Jan. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Current Outlook: Workouts, Lending and Turnarounds
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org

Jan. 17, 2008  
   BEARD AUDIO CONFERENCES
      Corporate Bankruptcy Bootcamp: Fundamentals of BAPCPA
Proceedings  
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

Jan. 17-18, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Diplomat, Hollywood, Florida
            Contact: http://www.abiworld.org/

Jan. 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Winter Warm-up
         Belgo Brasserie, Calgary, Alberta
            Contact: 403-294-4954 or www.turnaround.org

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Finding Money: Int'l Asset Search and
         Recovery Methods for Collecting Judgments
            Centre Club, Tampa, Florida
               Contact: www.turnaround.org

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         The Lime, Tampa, Florida
            Contact: 561-882-1331 or www.turnaround.org

Jan. 29, 2008
   WEST LEGALWORKS
      Southeastern Distressed M&A Summit
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.westlegalworks.com

Jan. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Year 2008 Kick-Off Party
         Oak Hill Country Club, Rochester, New York
            Contact: 716-440-6615 or www.turnaround.org

Jan. 31, 2008
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy: Unwinding the Deal
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or www.turnaround.org

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or www.turnaround.org

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or www.turnaround.org

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow
         Courtyard Marriott, Dania Beach, Florida
            Contact: www.turnaround.org

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Islamorada Fish Company, Dania, Florida
            Contact: 561-882-1331 or www.turnaround.org

Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 25, 2008
   FINANCIAL RESEARCH ASSOCIATES LLC
      Financial Services Mergers & Acquisitions Deals Forum
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         One Eyed Jacks, Orlando, Florida
            Contact: 561-882-1331 or www.turnaround.org

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Feb. 27-28, 2008
   EUROMONEY INSTITUTIONAL INVESTOR
      6th Annual Distressed Investing Forum
         Union League Club, New York, New York
            Contact: http://www.euromoneyplc.com/

Feb. 27 - Mar. 1, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      CTP Courses
         Holland & Knight, Atlanta, Georgia
            Contact: www.turnaround.org/

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or www.turnaround.org

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or www.turnaround.org

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Assignment for Benefit of Creditors
         University Club, Jacksonville, Florida
            Contact: www.turnaround.org

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: www.turnaround.org/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19-21, 2008
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Omni Hotel, San Francisco, California
               Contact: http://www.ali-aba.org/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org/

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: www.turnaround.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library   
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   China\u2019s New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency \u2013 Widening Controversy: Current
Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues  
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers\u2014the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today\u2019s Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

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.

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