TCR_Public/071221.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 21, 2007, Vol. 11, No. 302

                             Headlines

ACA CAPITAL: Obtains January 18 Waiver on Posting Requirements
ACAMBRO MEXICAN: Case Summary & Eight Largest Unsecured Creditors
ADVANCED MEDICAL: Posts $25.9MM Net Loss in Quarter Ended Sept. 28
AIG GLOBAL: Ratings on Class B Notes Downgraded by S&P to D
ALDEAVISION SOLUTIONS: Files Plan of Arrangement Under CCAA

ALLIED WASTE: Unit Completes Offerings of $40 Mil. Demand Bonds
ALLSTATE BLASTING: Case Summary & 20 Largest Unsecured Creditors
AMEREN CORP: Earns $244 Million in Third Quarter Ended Sept. 30
AMORTIZING RESIDENTIAL: Fitch Retains Junk Rating on Cl. M2 Certs.
ANTONIO WILLIAMS: Case Summary & 14 Largest Unsecured Creditors

ARRIVA PHARMA: Court Sets January 16 Plan Confirmation Hearing
AVAGO TECH: Moody's Holds B2 Ratings with Positive Outlook
AVISTAR COMMS: Renews $10 Million Revolving Debt Facility
BASIS YIELD: Able to Repay Banks that Seized Fund Assets
BASIS YIELD: Hearing on Summary Judgment Motion Set for Jan. 15

BASIS YIELD: To Convert Case to Official Liquidation
BLACKHAWK AUTOMOTIVE: Can Use LaSalle DIP Funds on a Final Basis
BOYD GAMING: Earns $31.8 Million in Third Quarter Ended Sept. 30
BRIAN TOMECEK: Voluntary Chapter 11 Case Summary
C-BASS MORTGAGE: Moody's Places Five Tranches' Ratings on Watch

CALPINE CORP: Court Confirms Sixth Amended Plan of Reorganization
CAPITAL AUTO: Fitch Affirms 'BB' Rating on Class D Notes
CASTLETON GROUP: Shuts Down Operations Ahead of Expected Date
CAT-CAN-DO MARINE: Involuntary Chapter 11 Case Summary
CBA GROUP: Moody's Cuts Senior Secured Loan Rating to B2

CENTRO NP: Amends $350 Million Revolving Credit Agreement
CENTRO NP: Moody's Lowers Senior Unsecured Debt Rating to B1
CHC HELICOPTER: Earns $11.4 Million in Quarter Ended October 31
CHEMTURA CORP: Board Authorizes Review of Strategic Alternatives
CHEMTURA CORP: Moody's Puts Ba2 Rating Under Review

CHEMTURA CORP: S&P Puts BB+ Rating Under Developing CreditWatch
CITGO CORP: $1 Billion Bridge Loan Cues Fitch to Cut IDR to BB-
CLAIRE'S STORES: Posts $13.8 Mil. Net Loss in Qtr. Ended Nov. 3
COMMUNITY HOSPICE: Case Summary & 18 Largest Unsecured Creditors
CONNECTICUT AVENUE: Case Summary & 17 Largest Unsecured Creditors

CRAIG ROEDER: Case Summary & 12 Largest Unsecured Creditors
CRESCENT RESOURCES: Moody's Cuts Corporate Rating to Ba3 from Ba2
CROSSWINDS AT MESQUITE: Voluntary Chapter 11 Case Summary
DEERFIELD TRIARC: Agrees to Buy Triarc's Stake in Deerfield & Co.
DELTA FINANCIAL: Selects AlixPartners as Claims & Noticing Agent

DELTA FINANCIAL: Wants De Minimis Asset Sale Procedures Okayed
DLJ COMMERCIAL: Fitch Holds 'B-' Rating on Class B-7 Certs.
DOLLARAMA GROUP: Good Performance Cues Moody's to Revise Outlook
DOMTAR INC: Discloses Total Consideration Payable Under Offers
DORMITORY AUTHORITY: Fitch Assigns 'BB+' Rating on $260MM Bonds

DOUBLE D TRANSPORT: Case Summary & 17 Largest Unsecured Creditors
DR HORTON: Moody's Puts Corporate Family Rating at Ba1
DRS TECHNOLOGIES: Earns $43 Million in 2nd Quarter Ended Sept. 30
EL PASO: Moody's Maintains B3 Ratings on $5 Mil. Mortgage Bonds
EPICOR SOFTWARE: Board Inks $322 Mil. Buyout Deal w/ NSB Retail

EPICOR SOFTWARE: S&P Holds BB+ Rating with Negative Outlook
FERRELLGAS PARTNERS: S&P Holds B+ Corporate Credit Rating
FINANCE AMERICA: Fitch Downgrades Ratings on Eight Classes
FIRST MAGNUS: Court Plans February 1 Confirmation Hearing
GENERAL MOTORS: Inks Pact with Navistar on Medium Duty Truck Biz

GOLDEN NUGGET: Moody's Holds All Ratings with Negative Outlook
GREENBRIAR CLO: S&P Assigns BB Rating on $40 Mil. Class E Notes
HARRAH'S ENT: Gets Pa. Gaming Board's OK on Apollo/TPG Merger
HEALTH INSURANCE: Fitch Affirms 'BB+' Issuer Default Rating
HENRICKS JEWELERS: Files for Bankruptcy; To Close Six Stores

HIGDON FURNITURE: Court Approves Coman C. Leonard as Accountant
HOVNANIAN ENTREPRISES: Moody's Puts All Ratings Under Review
HYDRAULIC TECHNOLOGIES: Committee Hires Buckely King as Counsel
INNOVATIVE COMM: Provides Positive Reorganization Developments
INPHONIC INC: Sells Substantially All Assets for $50 Million

INTERGRAPH CORP: Moody's Upgrades B1 Loan Rating to Ba3
ISLAND INVESTMENTS III: Involuntary Chapter 11 Case Summary
JOHN HENSLEY: Voluntary Chapter 11 Case Summary
JOHNSON RUBBER: Gets Initial OK to Use JPMorgan's $10MM Facility
JOHNSON RUBBER: Hires Donlin Recano as Claims and Balloting Agent

JOHNSON RUBBER: Wants To Access CIT Group's Cash Collateral
JPMCC 2005-LDP5: Stable Performance Cues Fitch to Hold Ratings
KIMBALL SQUARE: Voluntary Chapter 11 Case Summary
KINGSWAY FINANCIAL: S&P Lowers Credit and Debt Ratings to BB+
LANDRY'S RESTAURANTS: High Leverage Cues Moody's to Affirm Ratings

LEVEL 3: Selling Advertising Distribution Unit for $129 Million
LIONEL LLC: Obtains Bridge Order Extending Exclusive Periods
LUKASZ REMIASZ: Case Summary & 14 Largest Unsecured Creditors
LYNN LYTHGOE: Voluntary Chapter 11 Case Summary
MAAX HOLDINGS: Unit Defaults Interest Payment on 9.75% Sr. Notes

MAAX HOLDINGS: Interest Payment Default Cues S&P's Default Ratings
MARCAL PAPER: U.S. Trustee Amends Creditors' Committee Members
MBIA INC: Denies Claims of Added Risk Exposure on $30.6 Bil. CDOs
MGM MIRAGE: Earns $183.9 Million in Third Quarter Ended Sept. 30
MINDGENT HEALTHCARE: Involuntary Chapter 11 Case Summary

MORGAN STANLEY: Fitch Downgrades Ratings on $386.7 Million Certs.
MTI TECHNOLOGY: Court OKs Winthrop as Panel's Insolvency Counsel
MTI TECHNOLOGY: Sells European Assets to Copper for $7.2 Million
NASDAQ STOCK: Holders Okay Issuance of 60,561,515 Common Stock
NATIONAL RV: Taps Omni Management as Claims and Noticing Agent

NATIONAL RV: Wants to Access Wells Fargo's Cash Collateral
NAVISTAR INT'L: Inks Pact with GM on Medium Duty Truck Business
NEWMARKET CORP: Moody's Lifts Rating on $150 Mil. Notes to Ba3
NORTEL NETWORKS: Sues Vonage Holdings for Patent Infringement
NWT URANIUM: Says Azimut's Default Notice is Without Merit

NWT URANIUM: Inks Arrangement Deal with Nu-Mex on Schedule
PAIKO RIDGE: Case Summary & 13 Largest Unsecured Creditors
PERFORMANCE TRANS: Committee Taps Blank Rome as Bankr. Counsel
PERFORMANCE TRANS: Court Denies Asset Sale's Bidding Procedures
PERFORMANCE TRANS: Section 341(a) Meeting Set for December 27

PHOTOGRAPHIC SERVICES: Case Summary & 18 Largest Unsec. Creditors
PRESTIGE BRANDS: S&P Holds Ratings with Negative Outlook
PRIORITY PRIMARY: Case Summary & 18 Largest Unsecured Creditors
PROTECTIVE FINANCE: Fitch Assigns Low-B Ratings on Six Classes
PRUDENTIAL AMERICANA: Jones Vargas Approved as Local Counsel

PRUDENTIAL AMERICANA: Wants to Hire Murray as Valuation Consultant
QUALITY DISTRIBUTION: Unit Completes $50 Million Notes' Offering
QUEBECOR WORLD: Moody's Junks Corporate Family Rating
RELIANT PHARMACEUTICALS: Moody's Withdraws All Ratings
RESIDENTIAL CAPITAL: Reports Final Results for $750MM Tender Offer

RICHARD WAGNER: Case Summary & Seven Largest Unsecured Creditors
ROBERT BISHOP: Case Summary & 16 Largest Unsecured Creditors
ROCKFORD PRODUCTS: Court Converts Case to Chap. 7 Liquidation
ROO GROUP: Appoints Kaleil Isaza Tuzman as Chairman and CEO
RYLAND GROUP: Moody's Cuts Ratings to Ba1 with Negative Outlook

SAGE CREEK: Voluntary Chapter 11 Case Summary
SAIL: Fitch Junks Ratings on Three Certificate Classes
SAKS INC: Moody's Holds All Ratings with Positive Outlook
SASCO: Fitch Affirms 'BB+' Ratings on Two Certificate Classes
SAXON ASSET: Fitch Chips Rating on $12.6MM Certs. to B from BBB-

SEE WHY GERARD: Hearing on Comedy Works Feud Set for February 1
SOMERSET MEDICAL: Declining Liquidity Cue Moody's to Cut Rating
SOUTHERN STATES: S&P Holds B+ Ratings with Stable Outlook
STRUCTURED ASSET: Fitch Cuts Rating on Class B5 Certs. to B-
SUFFIELD CLO: Fitch Lowers Rating on $14.7MM Notes to B from BB

SUNRIDGE LAND: Case Summary & Five Largest Unsecured Creditors
SYNOVA HEALTHCARE: Files for Bankruptcy in Delaware
TEKNI-PLEX INC: Obtains February 14 Waiver from Citicorp & GECC
TEKNI-PLEX INC: James A. Mesterharm to Lead Restructuring Efforts
TEKNI-PLEX INC: Sept. 28 Balance Sheet Upside-Down by $370.2 Mil.

TERADYNE INC: Inks $325 Mil. Buyout Deal with Nextest Systems
TQS INC: Obtains Protection from Creditors Under Canada's CCAA
TRIBUNE COMPANY: Completes Merger Transaction with Tribune ESOP
TRIBUNE CO: Dennis FitzSimons Leaves After Going Private Deal
TRIBUNE CO: Pays $15 Million Under Circulation Issue Settlement

TRIBUNE CO: November 2007 Revenues Down 3.3% to $413 Million
TROPICANA ENT: Wants to Sell Atlantic City and Indiana Casinos
TWEETER HOME: Wants Removal Period Extended to May 8
TYCO INTERNATIONAL: Judge Awards $460 Million to Three Law Firms
TYCO INTERNATIONAL: Paying $0.15 Per Share Dividend on Feb. 1

UNITED RENTALS: Balks at Judge's Decree to Forgo Summary Judgment
VISIPHOR CORP: Completes CDN$500MM Priv. Offering of 8% Notes
VONAGE HOLDINGS: Facing Nortel's Lawsuit for Patent Infringement
WESTERN POWER: Oct. 31 Balance Sheet Upside-Down by $10.5 Million
WICKES INC: Judge Black Confirms Joint Amended Chapter 11 Plan

WOO CORP: Voluntary Chapter 11 Case Summary
XYTRANS INC: Case Summary & 20 Largest Unsecured Creditors

* Fitch Performs Review on Rated Cash U.S. Real Estate CDOs
* Notice of Liquidation and Termination Cue S&P to Cut Ratings
* S&P Cuts Ratings on 1,292 Classes of Mortgage-Backed Securities
* S&P Puts Ratings of 74 Tranches on CreditWatch Negative

* BOOK REVIEW: How to Measure Managerial Performance

                             *********

ACA CAPITAL: Obtains January 18 Waiver on Posting Requirements
--------------------------------------------------------------
ACA Capital Holdings Inc. said it has entered into a forbearance
agreement with its structured credit and other similarly situated
counterparties.

Under the agreement, ACA Capital said the counterparties have
waived all collateral posting requirements and termination rights
relating to the rating of ACA Financial Guaranty Corporation,
ACA Capital's financial guaranty insurance subsidiary, under their
respective transaction documents including any credit support
annexes and similar agreements.

The forbearance will remain effective until Jan. 18, 2008.

               Auditor Comments on Collateral Requirement

During the forbearance period, ACA Capital will continue to work
with its counterparties in seeking a more permanent solution to
stabilize its liquidity and capital position.

Deloitte Touche LLP, ACA Capital's independent auditor, said in
the company's 10-Q filing for the quarter ended Sept. 30, 2007,
that should S&P ultimately downgrade ACA Financial Guaranty's
financial strength rating below "A-", under the existing terms
of the company's insured credit swap transactions, the company
would be required to post collateral based on the fair value
of the insured credit swaps as of the date of posting.

The failure to post collateral would be an event of default,
resulting in a termination payment in an amount approximately
equal to the collateral call.  This termination payment would give
rise to a claim under the related ACA Financial Guaranty insurance
policy.  Based on current fair values, neither the company nor
ACA Financial Guaranty would have the ability to post such
collateral or make such termination payments.

                      S&P Junks Credit Rating

Standard & Poor's downgraded ACA Financial Guaranty's financial
strength and financial enhancement ratings to 'CCC' (Developing
Outlook) from 'A' (CreditWatch Negative).

According to Serena Ng of The Wall Street Journal, S&P said it
had "significant doubt" that the company can come up with the
capital needed to resolve its problems.

                       ACA Capital Responds

Commenting on the rating agency's action, ACA Capital said it
was surprised by the magnitude of the downgrade given that all
of its structured credit exposures that were originally rated
'AAA' are all still rated 'AAA' by S&P, and many of which have
been recently affirmed.

"We believe that the current 'AAA' ratings on the individual
exposures would not imply the significant level of ultimate loss
as suggested by S&P in its ratings analysis of ACA FG.  ACA
Capital will continue to work with S&P over the next several weeks
to better understand its methodology," ACA Capital said.

                    NYSE Non-Compliance Notice

ACA Capital earlier said that on Dec. 7, 2007, it was notified by
the New York Stock Exchange that it is not in compliance with the
NYSE's continued listing standards.  

ACA Capital is considered "below criteria" due to the fact that
its total market capitalization is less than $75 million over
a consecutive 30 trading-day period and its stockholders' equity
is less than $75 million.  

The NYSE will make available on its consolidated tape beginning
on Dec. 14, 2007, an indicator, ".BC," indicating that ACA Capital
is below the NYSE's quantitative continued listing standards.

Under applicable rules and regulations of the NYSE, ACA Capital
must respond to the NYSE within 45 days from receipt of the notice
with a business plan that demonstrates its ability to achieve
compliance with the continued listing standards.  

ACA Capital does not believe that it can take steps which will
permit it to satisfy the financial continued listing criteria of
the NYSE within the 18 month cure period provided for under the
NYSE rules and regulations.  Therefore, ACA Capital does not
intend to submit a plan to the NYSE.  ACA Capital has been
informed by the NYSE that it will commence suspension and
delisting procedures as a result of the failure to submit a plan.

                        About ACA Capital

ACA Capital Holdings Inc. (NYSE: ACA) -- http://www.aca.com/-- is   
a holding company that provides financial guaranty insurance
products to participants in the global credit derivatives markets,
structured finance capital markets and municipal finance capital
markets.  It also provides asset management services to specific
segments of the structured finance capital markets.  The company
participates in its target markets both as a provider of credit
protection through the sale of financial guaranty insurance
products, for risk-based revenues, and as an asset manager, for
fee-based revenues.  ACA Capital has offices in New York, London,
and Singapore.

ACA Capital, through ACA Financial Guaranty Corporation, provides
credit protection products.  ACA Financial insures the principal
and interest of bonds issued in the public finance market and
targets the low investment grade ("BBB-") to high non-investment
grade ("BB") portion of the public finance market.  Typically,
ACA Financial is paid one payment for insurance, up-front, based
on the total amount of principal and interest insured.  The
payments received are held in reserve and earn out over the life
of the related financial guaranty, nominally 30 years.  At
Sept. 30, 2007, ACA Financial had $7.0 billion of gross par
exposure in its public finance business.

ACA Capital's balance sheet as of Sept. 30, 2007, showed total
assets of $4.9 billion, total liabilities of $5.8 billion, and
minority interest of $9.5 million, resulting in total
stockholders' deficit of $883.3 million.


ACAMBRO MEXICAN: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Acambaro Mexican Restaurant, Inc.
             406 N. Bloomington
             Lowell, AR 72745

Bankruptcy Case No.: 07-74066

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Garcia's Distributor Inc.                  07-74067
        Garibaldi Mexican Restaurant Inc.          07-74068

Type of Business: The Debtors provides catering services.  
                  The Debtor also offers mexican cuisine.                  
                  see: http://acambaromexicanrestaurant.com/

Chapter 11 Petition Date: December 18, 2007

Court: Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: John M. Blair, Esq.
                  John M. Blair Attorney at Law
                  P.O. Box 1715
                  Rogers, AR 72757-1715
                  Tel: (479) 631-0100
                  Fax: (479) 631-8052
                  http://www.johnmblair.com/

                               Estimated Assets  Estimated Debts
                               ----------------  ---------------
Acambro Mexican Restaurant           $4,183,347        $3,230,197
Inc.

Garibaldi Mexican Restaurant         $3,315,859        $3,230,197
Inc.

Garcia's Distributor Inc.            $3,730,603        $3,230,196

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Arvest                      real property;        $398,362
   PO Box 1229                 value of security:
   215 South 8th               550,121; value of
   Bentonville, AR 72712       senior lien: 399,929
   Rogers, AR 72756                             
                                             
   Performance Food Group                            $43,077
   Little                      
   PO Box 4908                 
   Little Rock, AR 72214

   Stephenson Refrigeration                          $36,492
   Servi                    
   1704 N. Main Street      
   Cave Springs, AR 72718

   Sysco Food Services of                            $31,559

   C & F Foods Inc.                                  $9,280

   Daisy Brand                                       $3,552

   Arvest Bank Lowell                                $2,245

   Farmers Insurance                                 $1,567


ADVANCED MEDICAL: Posts $25.9MM Net Loss in Quarter Ended Sept. 28
------------------------------------------------------------------
Advanced Medical Optics Inc. reported a net loss of $25.9 million
for the third quarter ended Sept. 28, 2007, which included the
loss sales related to the May 2007 contact lens care solutions
recall.  These results also included the following items:

  -- $5.3 million in pre-tax charges related to integration of
     acquisitions.

  -- $2.4 million pre-tax loss on derivative instruments.

  -- Estimated tax effects related to the aforementioned items
     totaling $3.1 million.

In the same period last year, AMO reported net income of
$87.2 million.  Results for the 2006 quarter included a pre-tax
net gain of $102.9 million related to the settlement of legal
matters and a $2.3 million unrealized gain on derivative
instruments, which were partially offset by charges of
$3.9 million associated with note repurchases and $4.0 million
associated with business rationalization and repositioning
initiatives.

The company's third-quarter 2007 net sales rose 5.6% to
$273.2 million.  The sales increases related to the IntraLase
Corp. and WaveFront Sciences Inc. acquisitions and organic growth
were partially offset by lost sales related to the May 2007
contact lens care solutions recall.  Foreign currency impacts
increased net sales by 2.1%.

"Through well-integrated acquisitions and consistent delivery of
organic innovations, we remained focused throughout the third
quarter on executing our strategy to provide a complete refractive
solution to eye care practitioners worldwide," said Jim Mazzo, AMO
chairman, president and chief executive officer.  "While our
third-quarter results were significantly impacted by the recall,
we are pleased with continued progress of our cataract and laser
vision correction businesses.  Moreover, we expect future
quarters' financial results to reflect continued progress as we
fully re-enter the multipurpose solution market, continue to
strengthen our leadership in the elective refractive procedure
market and deploy our advanced technologies through our global
infrastructure."

             Additional Third Quarter 2007 Highlights

Gross profit declined 6.7% to $152.2 million.  Gross profit was
impacted by approximately $20.7 million in returns and costs, and
an estimated $24.5 million impact related to lost sales associated
with the recall.

R&D expense rose 30.2% to $21.0 million, or approximately 7.7% of
sales, compared to 6.2% of sales in the third quarter of 2006.  
The increase was due primarily to the additions of IntraLase and
WaveFront Sciences.


SG&A expense rose 43.2% to $137.9 million or approximately 50.5%  
of sales, compared to 37.2% in the third quarter of 2006.  SG&A
expense was impacted by the additions of IntraLase and WaveFront
Sciences, and costs associated with the May 2007 recall.

Operating loss of $6.7 million included an estimated negative
impact from the recall of approximately $47.6 million, including a
$17.5 million net impact of estimated lost sales.  Third-quarter
2006 operating income of $154.2 million included a $102.9 million
net gain related to the settlement of legal matters, and $4.0
million in net charges associated with rationalization and
repositioning initiatives.

Non-operating expense increased 103.9% to $24.5 million, and
included a $2.4 million unrealized loss on currency derivatives.
Interest expense rose to $20.6 million, due primarily to increased
debt associated with the IntraLase acquisition.  Third-quarter
2006 non-operating expense of $12.0 million included $3.9 million
in charges and write-offs associated with a note repurchase, and a
$2.3 million unrealized gain on derivative instruments.  Interest
expense in the year-ago quarter was $9.8 million.

The company reported an income tax benefit of $5.3 million.  The
recall continued to impact lower-tax foreign jurisdictions and
resulted in a reduced tax benefit for the quarter.  AMO expects
the recall to adversely affect its future tax liability and
effective tax rate, and estimates its 2008 effective tax rate to
be 38 to 40%.  The company also expects that the rate will decline
to the low 30% range by 2010.

                   Nine-Month Financial Results

Net sales for the first nine months of 2007 rose 4.3% to
$786.3 million, including a 2.1% increase related to foreign
currency fluctuations.  The rise reflects the addition of the
IntraLase and WaveFront Sciences acquisitions and organic growth,
which were largely offset by declines in eye care sales primarily
related to the recall.

The company reported a net loss for the first nine months of 2007
of $180.6 million.  For the first nine months of 2006, the company
reported net income of $87.1 million.

                          Balance Sheet

At Sept. 28, 2007, the company's consolidated balance sheet showed
$2.7 billion in total assets, $2.1 million in total liabilities,
and $604,531 in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 28, 2007, are available for
free at http://researcharchives.com/t/s?2680

                      About Advanced Medical

Headquartered in Santa Ana, Calif., Advanced Medical Optics
-- http://www.amo-inc.com/-- develops, manufactures and markets
ophthalmic surgical and contact lens care products.  AMO employs
employs approximately 4,200 worldwide.  The company has operations
in 24 countries and markets products in approximately 60
countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2007,
Moody's Investors Service downgraded Advanced Medical Optics,
Inc.'s Corporate Family Rating and Probability of Default Rating
to B2 from B1.  The rating outlook was revised to stable.  These
rating actions conclude the review process for possible downgrade,
which began on May 29, 2007.


AIG GLOBAL: Ratings on Class B Notes Downgraded by S&P to D
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-1 and A-2 notes issued by AIG Global Investment Corp. CBO-
3 Ltd., a cash flow collateralized debt obligation of high-yield
corporate bonds transaction.  Both the class A-1 and A-2 notes
were rated 'AAA' due to a financial guarantee policy issued by
Financial Security Assurance Inc.  Concurrently, S&P downgraded
class B to 'D'.     

The trustee distributed a notification of disposition of
collateral on Oct. 3, 2007.  The proceeds from the liquidation of
the portfolio were used to pay down the class A-1 and A-2 notes
under section 5.8 of the indenture.  The proceeds were
insufficient to make any payments on the class B notes.

                      Ratings Withdrawn
   
            AIG Global Investment Corp. CBO-3 Ltd.

                   Rating                 Balance
                   ------                 -------
  Class       To           From     Current      Previous
  -----       --           ----     -------      --------
  A-1         NR           AAA      $0.00        $27.949 Mil.
  A-2         NR           AAA      $0.00        $38.570 Mil.
    
                        NR - Not rated.
   
                        Rating Lowered
   
            AIG Global Investment Corp. CBO-3 Ltd.

                 Rating                   Balance
                 ------                   -------
  Class      To          From      Current        Previous
  -----      --          ----      -------        --------
  B          D           CC        $20,000,000    $20,000,000


ALDEAVISION SOLUTIONS: Files Plan of Arrangement Under CCAA
-----------------------------------------------------------
AldeaVision Solutions Inc. said that after careful consideration
of available alternatives, the board of directors of the company,
which has been hampered by market, operational and financial
challenges, has determined that it is in the best interests of
all of its stakeholders to file a plan of arrangement and
reorganization under the Companies' Creditors Arrangement Act
(Canada) and the Canada Business Corporations Act (Canada).

As a consequence, a motion was filed on Dec. 20, 2007, seeking the
sanction of the plan with the Quebec Superior Court.

The plan will affect the company's shareholders, debenture holders
and its secured creditor.  Given the prior approval of the
debenture holders and the secured creditor, no stay of proceedings
is being sought.  Accordingly, the company has filed the plan
directly and is requesting its immediate sanction by the Court.  
All other creditors remain unaffected and the Company's day-to-day
business will continue undisturbed.

The Plan includes, among others, these transactions:

   -- the cancellation and write-off of issued and outstanding
      common shares of the Company;

   -- the cancellation of issued and outstanding stock options
      issued under the company's stock option plan and the
      cancellation of the plan;

   -- the issuance of 3,570,000 new Class A common shares of the
      company to certain existing creditors of the company;

   -- the cancellation and discharge of convertible debentures
      issued to Miralta Capital II Inc., Almiria Capital Corp.
      and GTR Capital Inc. without any payment or other
      consideration;

   -- the cancellation and discharge of convertible debentures
      issued to Capital R‚gional et Coop‚ratif Desjardins and
      Desjardins Capital de Developpement Montreal Ouest et Nord
      du Quebec Inc. in exchange for 170,000 Class A common
      shares;

   -- the granting to Desjardins of an option to subscribe an
      additional 200,000 Class A common shares at a price of
      $1.00 per share which option is set to expire on the later
      of: (i) 90 days following the closing date of the plan;
      or (ii) April 30, 2008;

   -- the cancellation and discharge of the $900,000 short-term
      credit facility granted by Almiria to the company in
      exchange for 900,000 Class A common shares;

   -- the cancellation and discharge of all other remaining debt
      in the aggregate amount of $3 750 000 owed by the company
      to Almiria in exchange for 2,000,000 Class A common shares;
      and

   -- the subscription by Almiria of 500,000 Class A common
      shares for an aggregate subscription price of $500,000.

If the plan is approved by the Court, the company will cease to be
a reporting issuer in all Canadian provinces and its common shares
will be delisted from the TSX Venture Exchange.

Following the Court's approval, the transactions contemplated in
the plan and filing of the company's articles of reorganization
will occur on or before Jan. 15, 2008.  In the event that the
Court does not approve the plan, the board of directors will
review other available options including placing the company into
receivership or bankruptcy.

                      About AldeaVision Solutions

Montreal-based AldeaVision Solutions Inc. (TSX Venture: AVS) --
http://www.aldeavision.com/-- provides broadcast video services  
and solutions for the television, film and media industries.  The
company provides end-to-end worldwide transmissions services using
fiber and satellite facilities.  The company also operates the
first pan-American fully automated fiber-based network for
broadcast services with points-of-service in 16 cities and 9
countries: Miami, New York, Washington D.C, Los Angeles, Boston,
Toronto, Montreal, Mexico City, Guadalajara (Mexico), Lima (Peru),
Rio de Janeiro (Brazil), Sao Paulo (Brazil), Santiago (Chile),
Buenos Aires (Argentina), Bogota, (Colombia), and Madrid (Spain).


ALLIED WASTE: Unit Completes Offerings of $40 Mil. Demand Bonds
---------------------------------------------------------------
Allied Waste Industries Inc.'s subsidiary, Allied Waste North
America Inc., completed the concurrent offerings of:

   -- $30 million in principal amount of Indiana Finance
      Authority Solid Waste Revenue Variable Rate Demand Bonds
      Series 2007A due 2017; and

   -- $10 million in principal amount of The Industrial
      Development Authority of the County of Yavapai Solid
      Waste Revenue Variable Rate Demand Bonds Series 2007A due
      2017.

Both offerings are backed by a letter of credit as credit
enhancement for the bonds.  Inclusive of the letter of credit
fees, the initial all-in cost to Allied is approximately 4.85%. As
of the date of issuance, the bonds bear variable interest rates
reset weekly based on market rates.

"We are pleased to be able to partner with the Indiana Finance
Authority in Indiana and The Industrial Development Authority of
the County of Yavapai in Arizona," Pete Hathaway, executive vice
president and chief financial officer of Allied Waste, said.

"This attractive rate financing promotes continued economically
beneficial investment throughout the State of Indiana and the
State of Arizona, home to our Operations Support Center."

              About Allied Waste Industries Inc.

Based in Scottsdale, Arizona, Allied Waste Industries Inc. --
http://www.alliedwaste.com/and http://www.disposal.com/--    
(NYSE: AW) provides waste collection, transfer, recycling, and
disposal services for residential, commercial, and industrial
customers in over 100 major markets spanning 37 states and Puerto
Rico.  The company has 24,000 employees.

                          *     *     *

Moody's Investor Services placed Allied Waste Industries Inc.'s  
long term corporate family and probability of default ratings at
'B1' in February 2007.  The ratings still hold to date with a
positive outlook.


ALLSTATE BLASTING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Allstate Blasting Corp.
        201 Wheatsworth Road
        Hamburg, NJ 07419

Bankruptcy Case No.: 07-28684

Type of Business: The Debtor is a heavy construction company.

Chapter 11 Petition Date: December 20, 2007

Court: District of New Jersey (Newark)

Debtor's Counsel: David L. Bruck, Esq.
                  Greenbaum, Rowe, Smith & Davis, L.L.P.
                  P.O. Box 5600
                  Woodbridge, NJ 07095
                  Tel: (732) 549-5600
                  Fax: (732) 549-1881

Total Assets:  $150,000

Total Debts: $3,036,541

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Estate of William H. Wurster                         $2,700,000
940 Haverford Road
Bryn Mawr, PA 19010

Explosives Supply                                    $253,408
695 Westbrook Road
Ringwood, NJ 07456

All State Property Management  Rent                  $42,000
201 Wheatsworth Road           Related Party
Hamburg, NJ 07419

Atlas Copco. C.M.T. U.S.A.,                          $7,809
Inc.

Verizon                                              $5,453

Embarq                                               $3,738

Mohawk Exxon                                         $3,340

Carista, Kulsar & Wade                               $3,250

CitiCapital                    Equipment             $2,955

Home Depot                                           $1,513

Exxon Mobil                                          $1,061

State of New Jersey                                  $960

Dayton Inspections                                   $750

New Jersey Department of                             $630
Motor Vehicles

Geosonics                                            $581

Standard Roofing, Inc.                               $477

Ford World, L.L.C.                                   $471

North Jersey Pest Control                            $107

Net Access Corp.                                     $75

Guardian Life Insurance                              $40


AMEREN CORP: Earns $244 Million in Third Quarter Ended Sept. 30
---------------------------------------------------------------
Ameren Corporation reported third quarter 2007 GAAP net income of
$244 million, compared to third quarter 2006 GAAP net income of
$293 million.  GAAP net income for the first nine months of 2007
was $510 million, compared to $486 million in the first nine
months of 2006.

Excluding unusual items in 2007 and 2006, third quarter 2007 non-
GAAP net income was $282 million, compared to third quarter 2006
non-GAAP net income of $312 million.  Non-GAAP net income for the
first nine months of 2007 was $567 million, compared to
$511 million in the first nine months of 2006.

Ameren's earnings in the third quarter and first nine months of
2007 were reduced by $38 million, after taxes, as a result of
costs associated with an Illinois rate relief and customer
assistance settlement agreement.  The impact of these costs on the
first nine months of 2007 was reduced because of the reversal of a
$10 million charge, after taxes, originally recorded in 2006
related to funding commitments for low-income energy assistance
and energy efficiency programs.  These commitments were terminated
in early 2007 and ultimately replaced by the Illinois settlement.

Earnings in the first nine months of 2007 were also reduced by
$19 million, after taxes, because of restoration costs following
severe January ice storms.  Earnings in 2006 reflected costs of
severe storms of approximately $19 million, after taxes, for the
third quarter and approximately $25 million, after taxes, for the
first nine months of 2006.  Earnings for the first nine months of
2007 were also reduced $10 million, after taxes, as a result of a
Federal Energy Regulatory Commission order retroactively
adjusting prior years' regional transmission organization costs.

"Our 2007 third quarter earnings were lower than the 2006 period
primarily because of the Illinois rate relief settlement, changes
in our Illinois electric summer rate structure and the rising
costs of operating our regulated utility businesses, including
increased reliability expenditures," said Gary L. Rainwater,
chairman, president and chief executive officer of Ameren
Corporation.  

"These factors more than offset warmer summer weather and higher
electric margins from our non-rate-regulated generation business
segment.  Through the first nine months of operations this year,
our Illinois regulated business experienced a significant earnings
decline compared to 2006 due to, among other things, our current
levels of electric and gas delivery service rates being  
insufficient to recover our current costs of providing service to
our customers and provide a reasonable return on our investments.  
Our Nov. 2 requests for $247 million in increased electric and gas
rates in Illinois are clearly needed in order for us to provide
safe and reliable service to our customers, as well as earn a
reasonable return on our investments."

The company said that while earnings were significantly lower in
the Illinois regulated business segment, earnings improved in the
Missouri regulated and non-rate-regulated electric generation
business segments.  Overall, Ameren's earnings in the third
quarter of 2007 were negatively impacted by increases in fuel and
related transportation costs, distribution system reliability
expenditures, plant maintenance, labor and benefits, depreciation
and amortization, and financing costs.  

In addition, a change in the summer rate structure for the
delivery of electricity in Illinois also reduced earnings compared
to the prior-year period.  Higher-priced power sales contracts in
Ameren's non-rate-regulated generation business segment, as well
as the June 2007 implementation of the Missouri electric rate
order, reduced the negative impact of these items on Ameren's
earnings.  In addition, electric margins in Ameren's Missouri and
Illinois rate-regulated business segments benefited from greater
cooling demand caused by warmer summer weather.  Cooling degree
days increased 16% in the third quarter of 2007, compared to the
same period in 2006, and were 30% above normal.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$20.40 billion in total assets, $13.43 billion in total
liabilities, $195.0 million in preferred stock of subsidiaries not
subject to mandatory redemption, $20.0 million in minority
interest in consolidated subsidiaries, and $6.76 billion in total
stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $2.34 billion in total current
assets available to pay $2.50 billion in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2683

                        About Ameren Corp.

Headquartered in St. Louis, Mo., Ameren Corporation (NYSE: AEE) --
http://www.ameren.com/-- serves approximately 2.4 million  
electric customers and nearly one million natural gas customers in
a 64,000 square mile area of Missouri and Illinois.  Ameren owns a
diverse mix of electric generating plants strategically located in
its Midwest market with a generating capacity of more than 16,400
megawatts.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 31, 2007,
Moody's Investors Service Ratings confirmed Ameren Corp.'s Baa2
Issuer Rating and Prime-2 short-term rating for commercial paper.

Moody's also confirmed Ameren Corp. principal subsdiaries' Central
Illinois Public Service Company's Ba1 Issuer Rating, CILCORP Inc's
Ba1 Corporate Family Rating, Central Illinois Light Company's Ba1
Issuer Rating, Illinois Power Company's Ba1 Issuer Rating,
AmerenEnergy Generating Company's Baa2 Senior Unsecured Rating,
and Union Electric Company's Baa1 Senior Unsecured Rating.


AMORTIZING RESIDENTIAL: Fitch Retains Junk Rating on Cl. M2 Certs.
------------------------------------------------------------------
Fitch has taken rating action on these Amortizing Residential
Collateral mortgage pass-through certificates:

Series 2001-BC5

  -- Class A affirmed at 'AAA';
  -- Class M1 downgraded to 'CCC/DR2' from 'BB+';
  -- Class M2 remains at 'C/DR5'.

Series 2004-1

  -- Class A affirmed at 'AAA';
  -- Class M1 affirmed at 'AA+';
  -- Class M2 affirmed at 'AA';
  -- Class M3 affirmed at 'AA-';
  -- Class M4 affirmed at 'A+';
  -- Class M5 affirmed at 'A';
  -- Class M6 affirmed at 'A-';
  -- Class M7 affirmed at 'BBB+';
  -- Class M8 rated 'BBB', is placed on Rating Watch Negative;
  -- Class M9 downgraded to 'CCC/DR1' from 'BB+'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $133.25
million in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $14.53 million in outstanding
certificates.  In addition, approximately $4.48 million is placed
on Rating Watch Negative.

For transactions 2001-BC2 and 2004-1, respectively, the pool
factors are approximately 4% and 23%, and are 74 months and 37
months seasoned.  The delinquencies in the 60+ buckets (inclusive
of Real Estate Owned, Foreclosure, and Bankruptcy) are 39.15% and
17.69%, respectively, and have cumulative losses of 2.34% and
1.63%.


ANTONIO WILLIAMS: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Antonio M. Williams
        502 Pryor Street
        Atlanta, GA 30312

Bankruptcy Case No.: 07-81294

Chapter 11 Petition Date: December 18, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, North West
                  Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 14 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
Washington Mutual Bank          House and Lot, 400     $760,000
P.O. Box 100576                 Roberta Avenue,       ($700,000
Florence, SC 29501-0576         Pleasant Hill, CA      secured)
                                94523

                                House and Lot, 2841    $470,000
                                Ranchero Lane,        ($390,000
                                Marced, CA 93548       secured)

Homeq Servicing Corp.           2nd Mortgage on 4350   $120,000
Correspondence                  Laurel Grove, Suwanee,
P.O. Box 13716                  GA 30024 (house was
                                foreclosed by holder
                                of the 1st mortgage)

Select Portfolio Servicing Inc  2nd Mortgage on house  $100,000
P.O. Box 65250                  and lot, 203 Roberta
Salt Lake City, UT 84165-0250   Avenue, Pleasant Hill,
                                CA 84523 (1st mortgage
                                foreclosed)

EMC Mortgage Services           House and Lot, 400     $310,000
                                Cretin Avenue          (240,000
                                South, St. Paul, MN    secured)
                                55105

Internal Revenue Service        Income Tax, interest    $59,000
                                and penalty

Darice Good, Esq.               Unsecured loan from     $56,802
                                MuiMui Ngenda-rey,
                                Bibomba Kadima, and
                                Kankolonga Boyer

Wells Fargo Auto Finance        2002 Lexus LS 430       $54,000
                                                       ($17,000
                                                       secured)

Cardmember Service              Chase Credit Card       $37,000
                                account

Ameriquest Mortgage Company     House and Lot, 107     $170,000
                                5th Avenue, St. Paul, ($145,000
                                MN                     secured)

AMC Mortgage Services           House and Lot, 298     $170,000
                                Cottage Avenue,       ($145,000
                                St. Paul, MN 55417     secured)

Bank of America                 Business credit card    $24,000
                                account

Contra Costa County             Property taxes on       $18,000
                                foreclosed house,
                                203 Roberta Avenue

Capital One                     Credit card account     $10,000

Nordstrom                       Credit card account      $9,800


ARRIVA PHARMA: Court Sets January 16 Plan Confirmation Hearing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
scheduled a Jan. 16, 2008 confirmation hearing after giving its
approval on the disclosure statement explaining Arriva
Pharmaceuticals Inc.'s  Chapter 11 plan, Bill Rochelle of
Bloomberg News reports.

According to Bloomberg, the Plan, which is funded with
$6 million in new financing to continue drug development,  
proposes to pay unsecured creditors in full or "something close"
with a pool of $776,000 available to satisfy their claims.  

Alameda, California-based Arriva Pharmaceuticals Inc. --
http://www.arrivapharm.com/-- is a privately-held   
biopharmaceutical company focused on the development and
commercialization of anti-inflammatory therapies for the treatment
of respiratory diseases.  The Debtor is also known as AlphaOne
Pharmaceuticals Inc.  

The Debtor filed for Chapter 11 bankruptcy protection on Aug. 29,
2007 (Bankr. N.D. Calif. Case No. 07-42767).  Ori Katz, Esq., at
Sheppard, Mullin, Richter and Hampton LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy,
it listed assets and debts between $1 million to $100 million.


AVAGO TECH: Moody's Holds B2 Ratings with Positive Outlook
----------------------------------------------------------
Moody's Investors Service affirmed Avago Technologies Finance Pte.
Ltd.'s corporate family (B2) and long-term ratings, and changed
the outlook to positive.  Simultaneously, Moody's raised the
company's speculative grade liquidity rating to SGL-1 from SGL-2.

Moody's cited the positive rating outlook reflects Avago's
progress towards improving its operating profile, cost structure
and financial position, plus demonstrating a good two-year track
record as a standalone entity since the November 2005 LBO and
spin-off from Agilent Technologies.  It also incorporates Moody's
expectations that the company will continue to improve credit
protection measures over the next year as a result of new product
introductions, enhanced operating cash flow and ongoing focus on
cost reductions.

In fiscal 2007, Avago delivered gross and operating margin
expansion, market share gains as well as increased design win
activity, particulary in enterprise ASICs (wired infrastructure
segment), which should translate into higher margin revenue in
2009/2010.  The company is also repositioning its business by
selling non-core operations and entering new markets with better
growth prospects through strategic acquisitions.

Uncertainty surrounding the company's overhead cost structure
following separation from its parent company has been mitigated by
a successful standalone operating history, evidenced by
improvement in operating costs and working capital management.  
Avago has continued to implement cost reduction programs and
expand its 'asset-lite' strategy by outsourcing an increasing
share of its manufacturing needs to foundry partners, thus
enabling it to efficiently allocate more resources to R&D
initiatives as labor and capex costs subside.  Moody's expects the
company to review further opportunities to reduce its
manufacturing footprint and corporate infrastructure expense.

Finally, the positive outlook takes into consideration Avago's
enhanced credit protection measures and focus on financial
leverage improvement through EBITDA expansion, lower interest
expense and solid free cash flow generation applied to debt
reduction.  As recent as Dec. 18, 2007, the company redeemed $200
million of the senior floating rate notes, further reducing
leverage to 2.4x EBITDA (on a pro forma Moody's adjusted basis),
which is comparable to B1-rated industry peers, thus lending
additional support to the positive outlook.

As Avago's fabless operating model lessens the company's capex
burden, working capital intensity may increase.  Hence, the B2
corporate family rating factors the irregular nature and limited
visibility of working capital, which could temporarily pressure
liquidity.  Moody's also notes the CFR is currently constrained
due to some uncertainty surrounding growth prospects in 2008 in
Avago's addressable markets, particularly in wired infrastructure
and industrial segments.  Factors that would contribute to a
ratings upgrade include continued market share gains and cost
improvements resulting in sustained gross and operating margins
above 40% and 14%, respectively, free cash flow generation at or
above current levels and prudent financial policies targeting
balance sheet de-leveraging, reduced working capital volatility
and enhanced liquidity.  The CFR factors Moody's expectations of a
conservative acquisition strategy in view of the company's stated
desire to grow via strategic acquisitions.  To date, all
acquisitions have been relatively small in size and funded with
internal cash.

The upgrade to SGL-1 reflects Avago's improved liquidity position.  
Internal liquidity has strengthened owing to better working
capital management, solid levels of free cash flow generation
($107 million as of fiscal 2007) and roughly $103 million of
balance sheet cash (pro forma for the $200 million floating rate
note redemption).  External liquidity was bolstered by the recent
upsizing of its secured revolving credit facility to $375 million
from $250 million.  Avago, which retains the $200 million
accordion feature on its credit facility, has sufficient cushion
under its bank covenants (maintenance and incurrence tests) and is
expected to remain covenant compliant over the next twelve months.

* These ratings were affirmed:

  -- Corporate Family Rating: B2

  -- Probability of Default Rating: B2

  -- $375 Million Senior Secured Revolving Credit Facility due
     2011: Ba2 (LGD-1, 8%)

  -- $750 Million Senior Unsecured Fixed and Floating Rate
     Notes due 2013: B2 (LGD-4, 51%)

  -- $250 Million Senior Unsecured Subordinated Notes due 2015:   
     Caa1 (LGD-5, 89%)

* This rating was upgraded:

  -- Speculative Grade Liquidity Rating to SGL-1 from SGL-2
  -- The outlook is positive.

Headquartered in San Jose, California with principal operations in
Singapore, Avago designs, develops, manufactures and sells a broad
array of semiconductor components for consumer and commercial
electronic applications.  Revenues and EBITDA for the fiscal year
ended Oct. 31, 2007 were $1.5 billion and $313 million,
respectively.


AVISTAR COMMS: Renews $10 Million Revolving Debt Facility
---------------------------------------------------------
Avistar Communications Corporation has signed, as of Dec. 17,
2007, a renewal of its $10 million revolving credit facility with
a major financial institution, a 2,000 seat order that represents
its customer expansion to date, and the acquisition of two new
clients.

Avistar's renewal of its $10 million dollar revolving credit
facility provides financing that will be used to fund business
operations, and has a term through December 2008.

"With this facility confirmed, Avistar will complete its
restructuring, aggressively engage the market and leverage the
already significant patent and intellectual property portfolio at
its disposal," Robert J. Habig, chief financial officer of
Avistar, said.  "Growing momentum in customer acquisitions, the
installation of a new management team, a refocused patent
portfolio and the restructuring of our cost structure all bode
well for continuing the growth rate of 40-50% in revenue plus
income from settlement and licensing activities that we have
enjoyed over the last few years."

Management's confidence in its new strategy was buoyed by news of
a contract win for 2,000 additional seats at an investment bank -
the company's single deal for customer expansion.  It adds to the
3,500 seats already in place at this bank, and is a demonstration
of the benefits gained from extending video-enabled unified
communications across the enterprise.

Two additional customer wins, Avistar related, will result in
deployments at an international investment management institution
and a worldwide consumer products company.

"Avistar is executing a long list of business building, cost
leverage, productivity and turn-around initiatives," Simon Moss,
the newly-hired president of Avistar and CEO, said. "Without
Avistar's patented ability to deliver rich communication with no
additional network infrastructure, the bold promises of unified
communications - labor mobility, reduced carbon contribution,
increased business and product leverage, and improved customer
management - are much more expensive to achieve than the market
currently perceives. We intend to position ourselves both to prove
this and to offer a solution to the market which truly delivers."

                  About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (NASDAQ: AVSR) -- http://www.avistar.com/-- holds a  
portfolio of 76 patents for inventions in the primary areas of
video and network technology and offers technology and IP licenses
to companies in video conferencing, rich-media services, public
networking and related industries.  Current licensees include Sony
Corporation, Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

As reported in the Troubled Company Reporter on Oct. 24, 2007,
At Sept. 30, 2007, the company's consolidated balance sheet showed
$12.1 million in total assets and $19 million in total
liabilities, resulting in a $6.9 million total shareholders'
deficit.


BASIS YIELD: Able to Repay Banks that Seized Fund Assets
--------------------------------------------------------
Basis Yield Alpha Fund (Master) said in a statement that it has
returned to solvency and can now afford to repay certain banks
that seized the fund's assets when it missed margin calls earlier
this year, The Financial Times reports.  The fund said it started
the year with about $700,000,000.

According to the paper, the "stronger than expected financial
position" resulted from continued payouts by structured credits
invested by the fund.

Grant Thornton, the provisional liquidator in Basis Yield's
Chapter 15 case in the Cayman Islands, had warned that "further
hedge fund collapses were likely early next year, when banks have
finalized the books for their year-ends," the Financial Times
says.

Steve Akers, a partner at Grant Thornton, told the Financial
Times that "banks had not been forcing troubled funds out of
business because they did not want to realize the losses now."  
He added that, "[t]he banks know if they push them into
insolvency that they would have to reflect that on their own
balance sheets and they've been holding off on doing that for
fear of damaging their share prices."

In a letter to its investors, Basis Yield stated that it has
enough cash to repay creditors, even without putting any value on
its collateralized debt obligations.

Mr. Akers told the Financial Times that the Fund had $60,000,000
cash from continued coupon payments from the CDOs in which it
invested.  The paper said the amount was enough to repay
creditors who had filed claims so far.  Mr. Akers noted, however,
that the level of claims would not be certain until a formal
process was complete.

"There's the possibility of a payout to the investors," Mr. Akers
told the Financial Times.  "But I really wouldn't want to raise
people's hopes in that respect."

Mr. Akers is currently considering on whether to sell Basis
Yield's remaining portfolio or hold for possible continued
receipts, the paper said.

                        About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or      
215/945-7000).


BASIS YIELD: Hearing on Summary Judgment Motion Set for Jan. 15
---------------------------------------------------------------
Representing the Joint Provisional Liquidators, Karen B. Dine,
Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York,
notified the U.S. Bankruptcy Court for the Southern District of
New York that, as of December 7, 2007, no answer, objection or
other responsive pleading has been received with respect to the
Foreign Representatives' request for summary judgment for
recognition of Basis Yield Alpha Fund (Master)'s Chapter 15 case
as a foreign main proceeding.

Ms. Dine states that the JPL's counsel has reviewed the
Bankruptcy Court's docket and no answer, objection or other
pleading to the Motion appeared so far.  Pursuant to the Motion,
objections, if any, were to be filed and served no later than
December 6.

On November 29, the Bankruptcy Court signed a stipulation
scheduling a hearing on the Summary Judgment Motion, to be held
on January 15, 2008, at 9:45 a.m.  Objections to the request are
due by January 8.

                        About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or      
215/945-7000).


BASIS YIELD: To Convert Case to Official Liquidation
----------------------------------------------------
Australian hedge fund group Basis Capital Funds Management Ltd.
said in a statement that its Basis Yield Alpha Fund (Master) unit
will move from provisional liquidation to official liquidation,
Dow Jones reports.

In a letter to Basis Yield Fund investors, dated December 14,
2007, Basis Capital stated that Basis Yield had "returned to
solvency," but Grant Thornton, Basis Yield's joint provisional
liquidator, advised official liquidation.

According to Basis Capital, the Basis Yield Fund invest
predominately all of its cash into the Basis Yield Alpha Feeder
Fund, which in turn invests all of its cash into the fund.

In its letter, Basis Capital expressed disappointment "with the
overall outcome but support the decision of the JPLs and the
Directors of the BYAFF as being the means by which this matter
can be expedited on behalf of all investors in the Fund."

Basis Capital, as "Responsible Entity" for Basis Yield, received
the correspondence from the Feeder Fund regarding Basis Yield's
current status and the JPLs intentions for its future.

On August 28, 2007, Basis Yield filed a petition before the Grand
Court of the Cayman Islands for authority to wind up operations
under the provisions of the Companies Law of the Cayman Islands.

                        About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or      
215/945-7000).


BLACKHAWK AUTOMOTIVE: Can Use LaSalle DIP Funds on a Final Basis
----------------------------------------------------------------
Blackhawk Automotive Plastics Inc. obtained authority, on a final
basis, from the U.S. Bankruptcy Court for the Northern District
of Ohio to borrow postpetition funds from LaSalle Business
Credit LLC.

The Court's order did not disclose amounts of the allowed
financing.

As of Oct. 19, 2007, the Debtor and its parent, Tier e Automotive
Group Inc., owe La Salle approximately $34,179,405.  The
prepetition loan is secured by substantially all of the Debtor's
assets.

As security for the postpetition financing, the Debtor grants La
Salle valid and perfected senior security interests in, and liens
on all property and interests in property acquired by the Debtor
from and after its bankruptcy filing.

The Debtor will use the funds according to a weekly budget, a copy
of which is available for free at:

             http://researcharchives.com/t/s?2682

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

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

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

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

William I. Kohn, Esq., David M. Neumann, Esq., Stuart A. Laven,
Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP represent
the Debtors in their restructuring efforts.  Donlin Recano &
Company Inc. provides the Debtors with claims, noticing, balloting
and distribution services.  No Official Committee of Unsecured
Creditors has been appointed in either of the Debtors' cases.
The Debtors' schedules disclose total assets of $58,665,229 and
total liabilities of $51,244,592.  As of bankruptcy filing, BAP's
aggregate debt to its senior facility lenders was about $33
million.


BOYD GAMING: Earns $31.8 Million in Third Quarter Ended Sept. 30
----------------------------------------------------------------
Boyd Gaming Corporation reported net income of $31.8 million,
including discontinued operations, for the third quarter ended
Sept. 30, 2007, compared with a net loss of $12.9 million,
including discontinued operations, in the same period last year.

Net revenues were $490.1 million for the third quarter of 2007, a
decrease of 7.7% from the same quarter in 2006.  Total Adjusted
EBITDA was $144.0 million in the third quarter of 2007, compared
to $149.9 million for the same period in 2006.  The decreases were
primarily due to the opening of a new competitor in the northern
Indiana market, normalization of operating results at Treasure
Chest, and the closure of the Stardust.  

The company reported third quarter 2007 income from continuing
operations of $31.9 million, compared with $28.1 million in the
same period in 2006.  

Adjusted Earnings from continuing operations for the third quarter
2007 were $38.4 million, compared to $38.8 million for the same
period in 2006.  During the third quarter 2007, certain pre-tax
adjustments that reduced income from continuing operations by
$10.1 million were as follows:

  -- $5.3 million for preopening charges primarily associated with    
     the company's Echelon development;
   
  -- $3.5 million charge for the decrease in value of the
     company's derivative instruments; and
    
  -- $1.2 million for other charges.

By comparison, the third quarter 2006 included certain pre-tax
adjustments that reduced income from continuing operations by
$16.6 million.

                      Management's Comments

Keith Smith, president and chief operating officer of Boyd Gaming,
commented, "We were very encouraged by our performance in the Las
Vegas Locals region, where business continues to trend upward as
margins improved.  We were especially proud of our Downtown Las
Vegas business, which had its best third quarter ever.  The
Midwest and South region performed to expectations, with the
effects of normalization at Treasure Chest and additional  
competition for Blue Chip offsetting steady results from the other
four casino operations in that sector.  However, Treasure Chest
has now stabilized well ahead of pre-hurricane levels.  We are
also optimistic about our long-term competitive position at Blue
Chip, given the scheduled opening of our new hotel late next
year."

                       Year-To-Date Results

Income from continuing operations for the nine months ended
Sept. 30, 2007, was $89.9 million, as compared to $105.7 million
for the nine months ended Sept. 30, 2006.  Net income, which
includes the results from discontinued operations, was
$271.8 million for the 2007 year-to-date period compared to
$60.5 million for the nine-month period ended Sept. 30, 2006.  Net
income for the 2007 period includes a $285 million gain on the
disposition of the Barbary Coast.

Net revenues were $1.52 billion and $1.67 billion for the nine
months ended Sept. 30, 2007, and 2006, respectively.

                     Key Financial Statistics

The following is additional information as of and for the three
months ended Sept. 30, 2007:

  -- September 30 debt balance: $2.21 billion
  
  -- September 30 cash: $152.8 million

  -- Dividends paid in the quarter: $13.2 million
  
  -- Maintenance capital expenditures during the quarter:
     $27.3 million
  
  -- Expansion capital expenditures during the quarter:
     $77.1 million

  -- Capitalized interest during the quarter: $5.3 million

  -- Cash distribution to the company from Borgata in the quarter:
     $14.5 million

  -- September 30 debt balance at Borgata: $655.9 million

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4.37 billion in total assets, $3.00 billion in total liabilities,
and $1.37 billion in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $307.9 million in total current
assets available to pay $364.7 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2685

                        About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/ -- is a diversified owner and operator   
of 17 gaming entertainment properties located in Nevada, New
Jersey, Mississippi, Illinois, Indiana, Louisiana, and Florida.  
The company is also developing Echelon, a world-class destination
resort on the Las Vegas Strip, expected to open in the third
quarter 2010.
                    
                         *      *      *

As reported in the Troubled Company Reporter on Nov. 23, 2007,
Fitch Ratings affirmed Boyd Gaming's Issuer Default Rating at 'BB-
', Senior Credit Facility at 'BB', and Senior Subordinated Debt at
'B+'.


BRIAN TOMECEK: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Brian K. Tomecek
        aka Tomecek Creations, L.L.C.
        dba Creative Woodworking
        6522 West Bent Tree Drive
        Phoenix, AZ 85083

Bankruptcy Case No.: 07-06946

Chapter 11 Petition Date: December 19, 2007

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen, Jr.

Debtor's Counsel: D. Lamar Hawkins, Esq.
                  Hebert Schenk P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, AZ 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

Estimated Assets:   $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

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


C-BASS MORTGAGE: Moody's Places Five Tranches' Ratings on Watch
---------------------------------------------------------------
Moody's Investors Service placed on watch the rating of five
tranches issued by C-BASS. The collateral backing each tranche
consists primarily of first-lien, fixed- and adjustable-rate
scratch and dent mortgage loans.

The deals being reviewed have seen the amount of projected
available credit enhancement reduced due to a significant build-up
of the pipeline of delinquent loans.

* Complete rating actions are:

  - Issuer: C-BASS Mortgage Loan Asset-Backed Certificates,  
    Series 2006-RP2

   -- Cl. M3; Currently A3 on review for possible downgrade
   -- Cl. B1; Currently Baa1 on review for possible downgrade
   -- Cl. B2; Currently Baa2 on review for possible downgrade
   -- Cl. B3; Currently Baa3 on review for possible downgrade
   -- Cl. B4; Currently Ba1 on review for possible downgrade


CALPINE CORP: Court Confirms Sixth Amended Plan of Reorganization
-----------------------------------------------------------------
The Honorable Burton R. Lifland of the United States Bankruptcy
Court for the Southern District of New York issued a decision
confirming Calpine Corp.'s Sixth Amended Joint Plan of
Reorganization.  The Court ruled that Calpine had met all of the
statutory requirements to confirm its Plan. Calpine remains on
track with its current timetable and expects to emerge from
Chapter 11 prior to Feb. 7, 2008.

A day before the Confirmation Hearing, the Debtors delivered to
the Court their Sixth Amended Joint Plan of Reorganization, which
contains "non-material" modifications and resolutions of Plan
confirmation objections.  The Sixth Amended Plan provides that:

   (a) the New Calpine Total Enterprise Value is set at
       $18,950,000,000, reflecting a compromise between estimates
       by the Debtors, the Official Committee of Unsecured
       Creditors, and the Official Committee of Equity Security
       Holders;

   (b) Interest Holders is entitled with warrants to purchase up
       to 10% of the total issued and outstanding equity of
       reorganized Calpine on the Plan's effective date;

   (c) Calpine's reorganized equity value is $11,942,000,000; and

   (d) holders of Subordinated Equity Securities Claims will not
       be entitled to receive a distribution under the Plan but
       may assert distribution from applicable insurance
       proceeds, if any.

Shareholders had insisted Calpine had a value of at least
$24,500,000,000, using different assumptions about future fuel
prices and power prices than the company used.  That compared with
a midpoint valuation of $19,350,000,000 put forward by the company
and $16,250,000,000 by unsecured creditors.

A blacklined copy of the Sixth Amended Plan is available for free
at http://bankrupt.com/misc/calpine_blackline6thAmendedPlan.pdf

The Debtors also submitted further amendments to Plan exhibits,
consisting of:

   * a list of contingent or unliquidated claims, available for
     free at http://ResearchArchives.com/t/s?268d     

   * a list of executory contracts and unexpired leases to be
     assumed by the Debtors after the Effective Date, available
     for free at:

     http://bankrupt.com/misc/calpine_amended3assumedpacts.pdf
   
   * a list of guaranty schedule and non-executory obligations,
     available for free at:

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

   * a copy of reorganized Calpine's by laws, available for free
     at http://bankrupt.com/misc/calpine_amended2byaaws.pdf

   * a copy of Shareholders' Warrant Term Sheet, available for
     free at:

     http://bankrupt.com/misc/calpine_warranttermsheet.pdf
   
   * a list of agreements between the Debtors and each of
     TransCanada Pipelines Limited, and NOVA Gas Transmission,
     Ltd., available for free at:

     http://bankrupt.com/misc/calpine_tcpl&novapacts.pdf

"The Court's confirmation of our Plan is a very welcome step --
and one of the final steps for us -- as we look to emerge from
court protection early next year," Robert P. May, Calpine's Chief
Executive Officer, said.  "We continue to be very proud of what we
have been able to accomplish as we work to emerge as a financially
stable, stand-alone company with an improved competitive position
in the energy industry. I would personally like to thank Greg
Doody for his leadership and stewardship, as well as the efforts
of our entire team who worked on our restructuring.  Additionally,
on behalf of the Board and management team, I would like to thank
the employees of Calpine for their hard work, dedication and
loyalty, during these uncertain and challenging times.  Calpine
would not have been able to accomplish all that we have during our
restructuring without the outstanding effort and commitment of our
employees."
        
"This has been the largest and most complex reorganization
conducted under the new bankruptcy laws, and our progress as a
Company has been truly remarkable," Calpine's General Counsel, who
has acted as the company's Chief Restructuring Officer, Gregory L.
Doody, said.  "We'd also like to thank our dedicated professionals
for their tireless efforts throughout this process and we look
forward to continuing our work with our creditors and key
constituencies after our emergence from bankruptcy protection."
        
Voting by classes of creditors entitled to vote on the Plan
illustrate broad-based support for the Plan.  All ten classes of
creditors entitled to vote on the Plan in fact voted
overwhelmingly in favor of the Plan.

                        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).


CAPITAL AUTO: Fitch Affirms 'BB' Rating on Class D Notes
--------------------------------------------------------
Fitch Ratings affirms the Capital Auto Receivables Asset Trust
2007-1 transaction, as:

  -- Class A-1 notes at 'F1+';
  -- Class A-2 notes at 'AAA';
  -- Class A-3a notes at 'AAA';
  -- Class A-3b notes at 'AAA';
  -- Class A-4a notes at 'AAA';
  -- Class A-4b notes at 'AAA';
  -- Class B notes at 'A';
  -- Class C notes at 'BBB';
  -- Class D notes at 'BB'.

The rating affirmation is a result of continued available credit
enhancement.  The collateral continues to perform within Fitch's
expectations and, under the credit enhancement structure, the
securities can withstand stress scenarios consistent with the
current ratings and still make full payments to investors in
accordance with the terms of the documents.  As before, the
ratings reflect the quality of GMAC, LLC retail auto loan
originations, the strength of its servicing capabilities, and the
sound financial and legal structure of the transaction, and the
strength of the servicing provided by GMAC.


CASTLETON GROUP: Shuts Down Operations Ahead of Expected Date
-------------------------------------------------------------
Castleton Group Inc. has shut down its operations despite an
order by the Superior Court of Wake County directing it to
come up with a plan to wind down its business by Jan. 11, 2008,
Chris Coletta of the Triangle Business Journal reports.

In an order cited by the Triangle Business Journal, the Court
said that an immediate shutdown would cause harm to Castleton's
clients.

However, the report says, Castleton terminated its services well
ahead of schedule blaming the company's financial position.

Castleton earlier fought a ruling by the North Carolina Department
of Insurance declaring it insolvent and ordering the company to
stop operations.

As reported in the Troubled Company Reporter on Dec. 11, 2007,
Insurance Commissioner Jim Long, on December 4, said that it had
reached a decision in the licensure case of Castleton.  According
to the Department, it denied approval of a license to operate
citing the company's "hazardous financial condition," and that
these financials have dipped to the point of insolvency.

That ruling, Department officials said, could affect 89 of
Castleton's client companies, including approximately 3,000
employee, with many client companies seeing a flurry of end-of-
year activity, including processing holiday pay checks and
preparing W-2 tax forms.

"We want Castleton's client companies to be fully aware of this
decision so they can review their situations," said Commissioner
Long.

The Department contended that the company has never been licensed
under the 2005 law but that same law has allowed Castleton to keep
operating pending the resolution of the licensing dispute.
Because of its appeal to the Court, Castleton was granted a
temporary stay of the license denial pending a full hearing.

The decision from the hearing officer in this case determined that
the Castleton Group's liabilities exceed its assets by some
$6 million.  In addition, evidence showed that the company's
former chief financial officer admitted to filing false federal
payroll tax reports, resulting in an estimated $8 million in
unpaid federal payroll taxes.

The Department recommended that any client companies of Castleton
Group immediately review their human resources needs in light of
the decision.  Companies that choose to seek services from a new
professional employer organization have 90 licensed organizations
in North Carolina from which to choose.

In response, Castleton verified the claims that the tax reports
filed were false but said that it disclosed the improper
accounting
when it was discovered, the Triangle Business Journal said in a
previous report, citing a company spokesperson.  

The Castleton Group -- http://www.castletongroup.com/-- provides
outsourced human resources services including human resources
compliance, training, risk management and safety, benefits and
payroll administration.


CAT-CAN-DO MARINE: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Cat-Can-Do Marine, Inc.
                aka Patrick Arthur Padgett
                aka Pat Padgett
                aka Padgett Custom Boats, Inc.
                2372 Cortez Road
                Jacksonville, FL 32245

Case Number: 07-05826

Type of Business: The Debtor manufactures boats.

Involuntary Petition Date: December 20, 2007

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Petitioner's Counsel: Brett A. Mearkle, Esq.
                      Wilcox Law Firm
                      6817 Southpoint Parkway Suite 1302
                      Jacksonville, FL 32216
                      Tel: (904) 281-0700
                      Fax: (904) 513-9201
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
James Hanson                   breach of promissory     $100,000
238 Temple Circle              note; foreclosure of
Eustis, FL 32726               Chattel Mortgage

Steve Nichols                  breach of promissory      $25,000
13030 Sugarbluff Road          note; foreclosure of
Clermont, FL 34715             Chattel Mortgage

Darren Gibson                  breach of promissory      $25,000
13030 Sugarbluff Road          note; foreclosure of
Clermont, FL 34715             Chattel Mortgage


CBA GROUP: Moody's Cuts Senior Secured Loan Rating to B2
--------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of the CBA Group LLC to B3 from B2 and the ratings of the $110
million senior secured term loan B facility and $25 million senior
secured revolving credit facility to B2 from B1.  The ratings
assigned to the facilities reflect both the overall probability of
default of the company, to which Moody's assigns a Caa1, and a
loss given default of LGD 3 for the facilities.  In addition, the
ratings will be placed on review for possible downgrade.

* These ratings/assessments were downgraded:

  -- Corporate family rating to B3 from B2;

  -- Probability-of-default rating to Caa1 from B2;

  -- The $25 million senior secured revolving credit facility
     to B2 from B1 (LGD 2, 26%);

  -- The $110 million senior secured term loan B to B2 from B1
     (LGD 2, 26%);

The rating changes reflect Moody's concerns that challenging end-
market conditions and lower than expected financial performance
have continued in the fourth quarter and will be a strain on
liquidity into 2008.  In addition, the downgrade reflects the
agency's concerns about CBA's ability to meet and/or modify
financial covenants in its senior secured facilities.

The review for possible downgrade will focus on the CBA Group's
ability to meet and/or modify its covenants.  In addition, the
review will assess the company's plans to improve operations in
2008 and the impact of any waiver or amendment on ongoing
operations.

The previous rating action was the Oct. 16, 2006 assignment of the
B2 corporate family rating and B1 senior secured ratings.

The CBA Group, LLC is a global leader in circuit board assembly
technologies, products and services.


CENTRO NP: Amends $350 Million Revolving Credit Agreement
---------------------------------------------------------
Centro NP LLC has entered into an amendment to its $350 million
unsecured revolving credit facility with Bank of America N.A., as
administrative agent, according to a company regulatory filing
with the Securities and Exchange Commission.

The amendment extends the maturity date from Dec. 31, 2007, to
Feb. 15, 2008, subject to certain conditions.  The amendment also
amends the applicable margin of the interest rate of the loans
under the revolving credit facility to 1.75%.  The loans under
the revolving credit facility bear interest at a rate per annum
equal to, at Centro NP LLC's option, (i) a base rate equal to the
prime rate plus the applicable margin or (ii) the LIBOR rate
plus the applicable margin.

The amendment provides for certain additional events of default,
including, among others, defaults occurring due to defaults,
borrowing or prepayments under credit facilities of certain
affiliates of Centro NP LLC.

The amendment also provides that Centro NP LLC may not request,
and the lenders under the revolving credit facility will have
no obligation, to make any extensions of credit under the
revolving credit facility.  Centro NP LLC will pay an extension
fee under the revolving credit facility of $3,292,952 on the
maturity date.

Centro NP LLC's parent, Super LLC, a Maryland limited liability
company, has also extended its outstanding indebtedness under
the bridge loan to Feb. 15, 2008, and during such time is seeking
to negotiate a refinancing of its indebtedness as well as
Centro NP LLC's under the revolving credit facility.

                        Contribution Pact

On Dec. 6, 2007, Centro NP LLC entered into a contribution,
distribution and assumption agreement with Super LLC; Centro
NP Residual Holding LLC, a newly formed limited liability
company owned by Super LLC; and certain of Centro NP LLC's
wholly owned subsidiaries.

Pursuant to the agreement, Centro NP LLC contributed 49% of its
interest in certain subsidiaries owning real properties with an
approximate value of $610 million to NP Residual Holding.  The
company distributed 51% of its interest in the transferred
entities to its parent, Super LLC, and Super LLC contributed
such interest in the transferred entities to NP Residual Holding.
Following  the transactions, Centro NP LLC owned 49% of the
non-managing interest in NP Residual Holding, and Super LLC
owned 51% of the managing member interest in NP Residual
Holding.

                       About Centro NP LLC

Headquartered in New York City, Centro NP LLC owns and operates
465 community and neighborhood shopping in 38 states.  The
company had assets of $6.3 billion and equity of $3.8 billion
at September 30, 2007.


CENTRO NP: Moody's Lowers Senior Unsecured Debt Rating to B1
------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt
ratings of Centro NP LLC to B1, from Baa3, after the company
incurred problems refinancing its $2.4 billion bridge loan that
was taken out during the acquisition by Centro Properties Group   
and Centro Retail Trust (50% owned by Centro Properties Group) of
New Plan Excel on April 20, 2007.  The ratings remain under review
for possible downgrade.

These ratings actions reflect the financial difficulties and
uncertainty Centro NP's parent is facing in refinancing its own
debt in addition to Centro NP's $2.4 billion bridge facility.  
Moody's also expects that Centro NP LLC will have heightened
leverage and secured debt following the take-out of the bridge
financing, significant property sales to fund debt, and a
reduction in transparency due to increased organizational
complexity.  Moody's review will focus on the final capital
structure and strategic profile of the company in light of Centro
NP's and Centro Properties Group's short-term pressure to
refinance debt.  Moody's will continue to monitor Centro NP's
compliance with its bond covenants and the quality and composition
of its portfolio as it works though these financings.

Moody's acknowledges that Centro NP has a defensive portfolio with
a $6.3 billion market value that may afford opportunities for
asset sales or financing to pay off debt.  Since the acquisition,
the bridge loan has been reduced to approximately $1.75 billion
due to a $300 million CMBS issuance and the conversion of $400
million to a one-year term loan.  Centro Properties Group is
operating its US community and neighborhood shopping center
portfolio from Centro NP's New York City headquarters, utilizing
New Plan's nationwide operating infrastructure and staff as its
base.

A confirmation of the B1 rating with a stable outlook would be
contingent upon Centro NP refinancing the bridge facility by Feb.
15, 2008 without materially pressuring their leverage, secured
debt, and other credit metrics, while complying with bond
covenants.  A downgrade to B2 or more would most likely reflect
Centro NP's continued issues refinancing its line and/or Centro
Properties Group's inability to finance its debt, noncompliance
with bond covenants at the Centro NP level, acceleration of bond
payments, or a firesale of assets.  The maturity date of both the
bridge facility and the line of credit were extended to Feb. 15,
2008.

These ratings were lowered to B1, and continue to remain under
review for downgrade:

Centro NP LLC

  -- Senior unsecured debt to B1, from Baa3;
  -- Medium-term notes to B1, from Baa3.

Centro NP LLC, headquartered in New York City, owns and operates
465 community and neighborhood shopping in 38 states.  The company
had assets of $6.3 billion and equity of
$3.8 billion at September 30, 2007.

Centro Properties Group, headquartered in Melbourne, Victoria,
Australia, is an Australian Listed Property Trust that specializes
in the ownership, management and development of retail shopping
centers in Australia, New Zealand and the USA.  The company's
equity market cap is A$8.1 billion, with A$26.6 billion in assets
under management.


CHC HELICOPTER: Earns $11.4 Million in Quarter Ended October 31
---------------------------------------------------------------
CHC Helicopter Corporation reported unaudited financial results
for the three and six months ended Oct. 31, 2007.

Net earnings for the second quarter were $11.4 million, an
increase of $2.5 million from $8.9 million net income for the same
period last year.

For six months ended Oct. 31, 2007, the company's net income was
$39.6 million, compared to net income of $17.7 million for the
same period in the prior year.

Other significant variances include:

   -- interest expense increases of approximately $0.7 million
      and $1.7 million for the three and six months ended
      Oct. 31, 2007, as a result of higher debt levels related
      to investment in growing fleet and associated working
      capital; and

   -- lease expense increases of approximately $3.3 million  
      and $10.8 million for the three and six months ended
      Oct. 31, 2007, due to additional leased aircraft.

                     Capital and Liquidity

During the second quarter the company declared an annual dividend
of $0.50 per share payable quarterly at $0.125 on each Class A
subordinate voting share and Class B multiple voting share.

The company generated $32.6 million in cash from operations and
invested $48.8 million in property and equipment during the three
months ended Oct. 31, 2007.

The number of aircraft in the fleet increased by three aircraft
during the second quarter.  This change consisted of the addition
of eight new aircraft, including four Sikorsky S92 aircraft.  In
addition, the company disposed of or returned to lessors five
older technology aircraft.

The company has 85 aircraft, 42 heavy and 43 medium aircraft,  on
order, 24 of which are expected to be delivered in the current
year, with the remaining 61 aircraft to be delivered over the next
five years.  The company also has the option to purchase up to 30
additional heavy and medium aircraft over the next seven years.

The company had unused capacity under its credit facilities of
$73.8 million and cash and cash equivalents of $38.6 million for a
total of $112.4 million at Oct. 31, 2007.

The company has approximately $360 million in total credit-
approved aircraft specific financing facilities.

                About CHC Helicopter Corporation

Headquartered in Richmond, British columbia, CHC Helicopter
Corporation (TSE:FLY.A)V7B - http://www.chc.ca/-- is a commercial  
helicopter operator.  The company, through its subsidiaries,
operates in over 30 countries, on all seven continents and in most
of the offshore oil and gas producing regions of the world.  The
company's operating units are based in the United Kingdom, Norway,
the Netherlands, South Africa, Australia and Canada.  It provides
helicopter transportation services to the oil and gas industry for
production and exploration activities through its European and
global operations segments.  It also provides helicopter
transportation services for emergency medical services and search
and rescue activities and ancillary services, such as flight
training.  The company's Heli-One segment is a non-original
equipment manufacturer helicopter support company, providing
repair and overhaul services, aircraft leasing, integrated
logistics support, helicopter parts sales and distribution and
other related services.

                         *      *     *

As reported in the Troubled Company Reporter on Oct. 27, 2006,
Standard & Poor's Ratings Services revised its outlook on
CHC Helicopter Corp. to stable from positive.  At the same time,
Standard & Poor's affirmed its 'BB-' long-term corporate credit
and 'B' senior subordinated debt ratings on the company.


CHEMTURA CORP: Board Authorizes Review of Strategic Alternatives
----------------------------------------------------------------
Chemtura Corporation's Board of Directors has authorized
management to consider a wide range of strategic alternatives
available to the company to enhance shareholder value.  In
support of this ongoing initiative, a Special Committee of
independent directors of the Board of Directors has been formed
to oversee the process.  To assist in this process, Chemtura has
retained the services of Merrill Lynch & Co., which is acting as
its exclusive financial advisor.

Strategic alternatives to be considered may include, among
others, select business divestitures, value-creating
acquisitions, changes to the company's capital structure, or a
possible sale, merger or other business combination involving
the entire company.

There can be no assurance that this review will result in any
specific transaction.  The company does not expect to disclose
any further developments with respect to the exploration of
strategic alternatives unless and until its Board of Directors
has approved a transaction or other strategic alternative.

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE:CEM) -- http://www.chemtura.com/-- is a global
manufacturer and marketer of specialty chemicals, crop
protection, and pool, spa and home care products.  The company
has approximately 6,400 employees around the world and sells its
products in more than 100 countries.  The company has facilities
in Singapore, Australia, China, Hong Kong, India, Japan, South
Korea, Taiwan, Thailand, Brazil, Belgium, France, Germany,
Mexico, and The United Kingdom.


CHEMTURA CORP: Moody's Puts Ba2 Rating Under Review
---------------------------------------------------
Moody's Investors Service placed the ratings of Chemtura
Corporation (corporate family rating, CFR of Ba2) under review for
possible downgrade following the announcement that its "Board of
Directors has authorized management to consider a wide range of
strategic alternatives available to the company to enhance
shareholder value."  While this process may not be resolved within
the next three months, Moody's review will examine the company's
ratings given the lack of improvement in financial metrics over
the past year, the potential impact of a slowdown in the US
economy in 2008, potential further weakness in the company's Non-
Flame Retardant Polymer Additives businesses, and the likelihood
of additional restructuring charges.

Moody's review will focus on the company's expected financial
metrics in 2008 as well as any indications from management on the
size or scope of the actions they may consider as part of the
strategic review.

Headquartered in Middlebury, Connecticut, Chemtura manufactures
specialty chemicals, crop protection and pool, spa and home care
products.  The combined company had LTM Sept. 30, 2007 revenues,
EBITDA and total debt (as estimated by Moody's and EBITDA adjusted
for one time charges) of $3.9 billion, $432 million, and $1.6
billion, respectively.


CHEMTURA CORP: S&P Puts BB+ Rating Under Developing CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings of Chemtura Corp. on
CreditWatch with developing implications, following the recent
announcement that management is considering strategic
alternatives, including sale or merger of the company.  
Alternatives under consideration also include select business
divestitures, acquisitions, or changes to its capital structure.
     
The CreditWatch with developing implications means S&P could
raise, lower, or affirm the ratings, depending on management's
actions.  Chemtura's diversified portfolio of specialty and
industrial chemical businesses (generating annual revenues of
roughly $3.7 billion) presents management with a range of options.
      
"We would lower the ratings if a leveraged buyout of the firm were
to occur or if management was unable to find an interested buyer
for the entire business and Chemtura's credit fundamentals
deteriorated during this review process," said Standard & Poor's
credit analyst Mr. Wesley E. Chinn. "Conversely, we would raise
the ratings if a substantially stronger entity acquired Chemtura,
but this does not appear to have a high probability."
     
Management could continue to sell assets and use proceeds for debt
reduction as well as share repurchases, but the business profile
would suffer.  Currently, S&P views the direction of credit
quality as having a significantly greater bias on the downside
versus upside prospects.
     
This announcement, which throws into question management's
intermediate-term financial policies, occurs at a time when the
company's credit quality metrics, including the key funds from
operations to adjusted debt ratio, are substandard for the current
ratings.  Recent overall earnings were disappointing and debt
reduction for 2007 will be less-than-expected.  

S&P expects the ratio of funds from operations to adjusted debt to
finish 2007 at less than 20%, versus the 25% target.  Cost-cutting
initiatives and the divestiture of noncore operations are near-
term positives for earnings and operating margins.  On the other
hand, challenging conditions in the polymer additives business,
elevated raw material costs, and other factors viewed against the
backdrop of Chemtura's aggressive debt load could constrain to a
meaningful extent the anticipated strengthening of financial
measures during 2008.

S&P will resolve the CreditWatch when information becomes
available regarding the company's plans, including any potential
change in ownership that would result from management's review of
possible transactions.


CITGO CORP: $1 Billion Bridge Loan Cues Fitch to Cut IDR to BB-
---------------------------------------------------------------
CITGO Corporation's Issuer Default Rating was lowered to 'BB-'
from 'BB' following the company's announcement that it has taken
out a $1 billion bridge loan and used the proceeds to make a
$1 billion loan to parent PDVSA (IDR 'BB-', Negative Outlook).  
Under terms of the deal, CITGO plans to term out the debt on its
own balance sheet with a combination of secured term loan and
accounts receivable securitizations.  The move will increase
CITGO's leverage in the short term by approximately 80% and
underscores Fitch's long term concerns about the use of CITGO's
cash flows and asset base to fund activity by parent Petroleos de
Venezuela, which is controlled by the Bolivarian Republic of
Venezuela.  On a forward-looking basis, Fitch also remains
concerned about the possibility of additional financial pressure
PDVSA may place on CITGO in a lower-priced oil environment.

Note that this move follows a pattern of sizable distributions
made from subsidiary CITGO to PDVSA through PDV America, including
distributions of $1.74 billion for the LTM ending Sept. 30, 2007.  
Fitch's secured credit rating on CITGO remains unchanged at 'BBB-'
on the strength of the underlying collateral, including the Lake
Charles and Corpus Christi refineries.

Currently, Fitch rates CITGO Corporation as:

  -- Issuer Default Rating 'BB-';
  -- Senior Secured Credit Facility 'BBB-';
  -- Secured Term Loan 'BBB-';
  -- Fixed Rate IRBs 'BBB-'.

The Rating Outlook is Stable and reflects the fact that the
company must obtain approval from secured lenders for further
asset-sale based distributions to its parent or additional secured
debt on its balance sheet.  Current covenants also subject the
company to a 55% debt/capitalization ratio which limits total
debt.


CLAIRE'S STORES: Posts $13.8 Mil. Net Loss in Qtr. Ended Nov. 3
---------------------------------------------------------------
Claire's Stores Inc. reported net loss of $13.81 million for the
third quarter of fiscal 2008 ended Nov. 3, 2007, compared to a net
income of $36.6 million for three months ended Oct. 28, 2006.

"This quarter concludes my first full quarter as Claire's CEO,"
Gene Kahn, chief executive officer, said.  "Our third quarter
results are reflective of a softening retail environment.  In
response to consumer demand, we began to shift our product mix
from jewelry to accessory classifications in order to capitalize
on the strength of handbags, fashion accessories and cosmetics as
we completed Back to School and transitioned into Fall."  

"Jewelry sales are currently challenging, except among our younger
customers," Mr. Kahn added.  "Our repositioning of Icing is still
in its early stages as we work to refine and improve the concept
and content.  Our merchandise margins improved and through
disciplined buying and markdown activity, inventory levels
remained low and fresh."

At Nov. 3, 2007, the company's $200 million revolving credit
facility was undrawn aside from a $4.5 million letter of credit.  
Cash and cash equivalents were $78 million.  During the third
quarter of Fiscal 2008, cash provided by operating activities was
approximately $24.4 million, compared with cash provided by
operating activities of $56.6 million during the third quarter of
Fiscal 2007.

The change in cash provided by operating activities was impacted
by the interest expense associated with debt incurred to fund the
acquisition.  Capital expenditures during the third
quarter of Fiscal 2008 were $23.8 million, of which $19 million
related to store openings and remodeling projects, with the
remainder relating primarily to the enhanced POS rollout. Capital
expenditures during the third quarter of Fiscal 2007 were $30.1
million.

At Nov. 3, 2007, the company's balance sheet showed total assets
of $3.4 billion, total liabilities of $2.8 billion and total
shareholders' equity of $0.6 billion.

                     About Claire's Stores

Headquartered in Pembroke Pines, Florida, Claire's Stores Inc.
(NYSE: CLE) -- http://www.clairestores.com/-- is a specialty  
retailer of value-priced jewelry and accessories for girls and
young women through its two store concepts: Claire's and Icing.  
While the latter operates only in North America, Claire's operates
internationally.  As of Dec. 1, 2007, Claire's Stores operated
3,061 stores in the United States, Canada, Puerto Rico, the Virgin
Islands, the United Kingdom, Ireland, France, Switzerland,
Austria, Germany, Spain, Portugal, Belgium, and the Netherlands.  
Claire's Stores operates through its subsidiary, Claire's Nippon,
Co. Ltd., 202 stores in Japan as a 50:50 joint venture with AEON,
Co. Ltd.  The company also franchises 162 stores in the Middle
East, Turkey, Russia, Poland, and South Africa.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 29, 2007,
Standard & Poor's Ratings Services revised its bank loan and
recovery rating on Claire's Stores Inc.'s $1.65 billion senior
secured credit facilities.  S&P raised the loan rating to 'B+'
from 'B' and revised the recovery rating to '2' from '3'.  The '2'
recovery rating indicates that lenders can expect substantial
(70%-90%) recovery in the event of a payment default.


COMMUNITY HOSPICE: Case Summary & 18 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Community Hospice Care, Inc.
        dba Prime Care Hospice
        P.O. Box 276
        Hollandale, MS 38748

Bankruptcy Case No.: 07-14636

Type of Business: The Debtor owns and manages intermediate care
                  facility.

Chapter 11 Petition Date: December 19, 2007

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Jeffrey A. Levingston, Esq.
                  P.O. Box 1327
                  Cleveland, MS 38732
                  Tel: (662) 843-2791

Total Assets: $120,000

Total Debts:  $1,334,353

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Palmetto G.B.A., L.L.C.        Business Debt         $920,259
P.O. Box 100183
Columbus, SC 29202-0183

Internal Revenue Service       Business Debt         $225,895
Memphis, TN 38103

Autumn Leaves Nursing Home     Business Debt         $25,641
570 North Solomon Street
Greenville, MS 38704

Serving Communities, L.L.C.    Business Debt         $24,277

First Choice Medical Supplies  Business Debt         $21,742

Village Pharmacy               Business Debt         $20,993

South Street Pharmacy          Business Debt         $16,801

M.S. Employment                Business Debt         $13,724

M.S. Employment Security       Business Debt         $13,019
Commission

Lincare                        Business Debt         $9,622

Community Transfer Services,   Business Debt         $9,000
L.L.C.

Blue Cross Blue Shield         Business Debt         $5,895

Haire Drug Store               Business Debt         $5,031

Vaiden, C.L.C.                 Business Debt         $4,908

Quality Medical Equipment      Business Debt         $3,708

Triple S Consulting, Inc.      Business Debt         $3,500

Heritage Manor of Rolling Fork Business Debt         $3,164

City Drug Store                Business Debt         $2,806


CONNECTICUT AVENUE: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Connecticut Avenue Partners, LLC
        dba Days Hotel
        925 Broad Street
        New Bern, NC 28560-4831

Bankruptcy Case No.: 07-04806

Chapter 11 Petition Date: December 18, 2007

Court: Eastern District of North Carolina (Wilson)

Debtor's Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  http://www.stubbsperdue.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Wyndham Hotel Group                               $124,113
   Franchise Administration
   1 Sylvan Way
   Parsippany, NJ 07054

   Bank of America                                   $121,984
   P.O. Box 1758
   Newark, NJ 07101

   Internal Revenue Service                          $94,789
   320 Federal Place
   Greensboro, NC 27402

   Colson Services Corp.                             $73,853

   Craven County Tax Coll.      tax                  $68,429

   N.C. Department of Revenue                        $66,376

   American Express                                  $38,948

   City of New Bern Tax          tax                 $9,759

   American Hotel Register                           $4,573

   Arch Professional Group                           $3,401

   Max 6004, Inc.                                    $3,000

   Country-Aire Rental, Inc.                         $2,461

   Pittard Perry Crone                               $2,450

   American International Co                         $2,150

   Vistagraphics, Inc.                               $2,080

   Indep Elevator Service                            $1,824

   A G Salem & Associates                            $1,242


CRAIG ROEDER: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Craig C. Roeder
        1203 Timber Climb Drive
        Avon, IN 46123

Bankruptcy Case No.: 07-12478

Chapter 11 Petition Date: December 17, 2007

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Rubin & Levin, P.C.
                  Edward R. Cardoza, Esq.
                  John C. Hoard, Esq.
                  342 Massachusetts Avenue Suite 500
                  Indianapolis, IN 46204
                  Tel: (317) 860-2931
                  Fax: (317) 263-9411

Total Assets: $619,405

Total Debts:  $13,720,221

Debtor's list of its 12 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
Judith A. butler                Order in            $11,937,000
9100 Island Pond Road           dissolution of
Quincy, IN 47456                marriage

Internal Revenue Service        Federal income tax,    $191,497
Attn: Insolvency Operation      includes interest
P.O. Box 21126                  through 12/15/07
Philadelphia, PA 19114

                                Penalty                 $13,249

Indiana Department of Revenue   State income tax and     $6,855
Attn: Bankruptcy Section        interest through
Room N203, 100 North Senate     12/15/07
Avenue
Indianapolis, IN 46204-2253

                                Penalty                  $2,661

                                Income taxes            Unknown

Michigan Department of Treasury Taxes includes interest  $4,874
                                through 12/15/07

                                Penalty                  $1,486

Honda Credit Corp.              2007 Honda Pilot        $26,869
                                                       ($22,000
                                                       secured)

South Carolina Department of    Taxes includes interest     $90
Revenue                         through 12/15/07
Taxable Processing Center

                                Penalty                     $20

Arizona Department of Revenue                           Unknown

Clifton Gunderson               Ex-wife's financial     Unknown
                                consultants

First National Bank             Real estate at 1900     Unknown
                                Island Pond Road,       (Unknown
                                Quincy, IN 47456        secured)

Franchise Tax Board                                     Unknown

Georgia Department of Revenue                           Unknown

Katzman & Katzman, PC           Ex-wife's attorney      Unknown


CRESCENT RESOURCES: Moody's Cuts Corporate Rating to Ba3 from Ba2
-----------------------------------------------------------------
Moody's Investors Service lowered the ratings to Ba3 from Ba2 on
Crescent Resources, LLC's senior secured bank facility and
corporate family rating as a result of material deterioration in
credit metrics stemming from challenges facing the company's
residential development business.  Moody's also changed Crescent
Resources' ratings outlook to negative from stable, reflecting a
weak housing environment which is likely to persist for at least
the next twelve months.

According to Moody's, the downturn in the housing markets combined
with much tighter credit markets has placed significant pressure
on Crescent Resources to generate cash flows from sales in its
upscale residential businesses.  As a result, the firm has
experienced a decline in fixed charge coverage to 1.2x (four
quarters ending 9/30/07), down significantly from year end 2006,
and a spike in debt to cash flow to above 12x.  Crescent Resources
was granted a waiver from its lenders as the fixed charge coverage
was beneath the covenant threshold.  Moody's expects improvement
in credit metrics going forward as the company reduces expenses
and increases land sales to boost cash flows, though the
environment is likely to remain challenging and credit metrics are
unlikely to return to pre-2007 levels.

Crescent Resources can return its rating to stable by stabilizing
cash flows and improving fixed charge coverage to at least 2x on a
sustained basis, while reducing net debt to EBIDA to below 6x.  
Moody's is likely to downgrade Crescent Resources' ratings should
cash flows continue to decline and coverage ratios persist below
2x, with leverage (debt to EBIDA) remaining above 6x.  The primary
factors pressuring credit metrics in a downgrade are likely to be
the poor housing market and weak pricing in Crescent Resources'
land sales.

* These ratings were downgraded with a negative outlook:

  -- Crescent Resources, LLC: Ba3 guaranteed senior unsecured
     debt from Ba2; Ba3 corporate family rating from Ba2.

Crescent Resources, LLC is a private land and commercial property
development company based in Charlotte, North Carolina.  The
approximate book value of the company's assets at Sept. 30, 2007
was $2.6 billion.


CROSSWINDS AT MESQUITE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Crosswinds at Mesquite Trails, L.L.C.
        2929 North Power Road
        Suite 101
        Mesa, AZ 85215

Bankruptcy Case No.: 07-02939

Debtor-affiliate filing a separate Chapter 11 petition on December
20, 2007:

        Entity                                     Case No.
        ------                                     --------
        Crosswinds at Thomas and Jackrabbit,       07-07009           
        L.L.C.

Debtor-affiliate filing a separate Chapter 11 petition on August
22, 2007:

        Entity                                     Case No.
        ------                                     --------
        Crosswinds at Arroyo Seco, L.L.C.          07-04162

Type of business: The Debtors own and manage real estate.

Chapter 11 Petition Date: June 22, 2007

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Bryan A. Albue, Esq.
                  Fennemore Craig
                  3003 North Central Avenue, Suite 2600
                  Phoenix, AZ 85012-2913
                  Tel: (602) 916-5311
                  Fax: (602) 916-5511

Crosswinds at Mesquite Trails, LLC's Financial Condition:

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtors did not file lists of their 20 largest unsecured
creditors.


DEERFIELD TRIARC: Agrees to Buy Triarc's Stake in Deerfield & Co.
-----------------------------------------------------------------
Deerfield Triarc Capital Corp. has entered into a definitive
agreement to will acquire Deerfield & Company LLC, a Chicago-based
fixed income asset manager in which Triarc Companies Inc. owns
a majority interest and which, through a subsidiary, externally
manages DFR.  The sale is expected to be completed prior to year-
end 2007, subject to satisfaction of customary closing conditions.

The total nominal consideration to be received by Triarc and other
members of Deerfield is approximately $225 million, consisting of
approximately $75 million aggregate principal amount of five-year
senior secured notes bearing an initial interest rate of LIBOR
plus 500 basis points and 15 million shares of newly issued DFR
convertible preferred stock (having a liquidation value of $10.00
per share and a value of $7.06 per share based on the current
market value of DFR's common stock as of the close of business on
Dec. 17, 2007).  In addition, the sellers will receive a
distribution of approximately 329,000 shares of DFR common stock
currently owned by Deerfield (having a current market value of
approximately $2.3 million).

Accordingly, Triarc expects to receive total nominal consideration
of approximately $145 million, consisting of approximately
$48 million in senior secured notes, approximately 9.6 million
shares of DFR convertible preferred stock (having a liquidation
value of $10.00 per share and a value of $7.06 per share based
on the current market value of DFR's common stock as of the close
of business on Dec. 17, 2007), in consideration for its interest
in Deerfield.

Triarc will also receive approximately 205,000 shares of DFR
common stock (having a current market value of approximately
$1.5 million) currently owned by Deerfield.  Each share of DFR
preferred stock will be convertible into one share of DFR common
stock upon receipt of DFR stockholder approval of the issuance of
the underlying common stock.

It is currently expected that a DFR shareholder meeting will be
held in the first quarter of 2008.  The DFR shares to be owned
by Triarc following the closing of the transaction would represent
approximately 16% of DFR's outstanding common stock on an as
converted basis.

In connection with the transaction, Nelson Peltz, Triarc's
Chairman resigned from the DFR Board of Directors, and Peter W.
May, Vice Chairman of Triarc, was elected to fill the vacancy
created by Mr. Peltz's resignation.

Following the consummation of the transaction, DFR will
discontinue the use of "Triarc" in its name and will be renamed
Deerfield Capital Corp.

Following the sale of Deerfield, Triarc's sole operating business
will be the Arby's(R) restaurant business.

Commenting on the sale of Deerfield, Roland C. Smith, Triarc's
Chief Executive Officer, said: "We are proud of what we have
accomplished with Deerfield and believe we have realized
substantial value from this investment."

Mr. Smith added: "We have worked diligently to prepare for
the day when Triarc will be a 'pure play' restaurant company.  
Now that our corporate restructuring is about to be accomplished,
we believe that Arby's will be able to significantly increase
value through both organic growth and the acquisition of other
restaurant companies."

In October 2007, the parties mutually terminated a prior
April 2007 acquisition agreement because of instability in the
credit markets and DFR's inability to complete on acceptable
terms the financing necessary to consummate the acquisition of
Deerfield contemplated by the April 2007 agreement.  Triarc said
that alternatives for the shares of DFR convertible preferred
stock as well as the underlying DFR common stock to be received
by Triarc in the transaction are under review.

Goldman Sachs & Co. acted as Triarc's financial advisor, and Paul,
Weiss, Rifkind, Wharton & Garrison LLP acted as Triarc's legal
counsel.

                   About Deerfield & Company LLC

With offices in Chicago, New York and London, Deerfield & Company
LLC, through its wholly owned subsidiary Deerfield Capital
Management LLC, is an asset manager offering a diverse range of
fixed income and credit-related strategies to institutional
investors.  Since July 2004, assets under management have grown
from approximately $8.1 billion to approximately $15.4 billion
(including $718 million of assets relating to DFR) as of
Nov. 1, 2007.

                    About Triarc Companies Inc.

Triarc Companies Inc. (NYSE: TRY; TRY.B) is a holding company
and, through its subsidiaries, is the franchisor of the Arby's
restaurant system and the owner of approximately 94% of the voting
interests, 64% of the capital interests and at least 52% of the
profits interests in Deerfield & Company LLC.

The Arby's restaurant system is comprised of approximately 3,600
restaurants, of which, as of Sept. 30, 2007, 1,097 were owned and
operated by subsidiaries of Triarc.

               About Deerfield Triarc Capital Corp.

Deerfield Triarc Capital Corp. [NYSE: DFR] is a diversified
financial company, structured as a REIT, that invests in single-
family mortgage securities and various other asset classes.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Moody's Investors Service downgraded Deerfield Triarc Capital
Corp's corporate family rating to Ba3, from Ba2.  Concurrently,
Moody's withdrawn provisional (P)B1 senior secured term loan
rating assigned to the REIT's external manager Deerfield & Company
LLC.  Rating outlook is negative.

As reported in the Troubled Company Reporter on July 13, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
counterparty credit rating to Deerfield Triarc Capital Corp.  The
outlook is stable.  At the same time, S&P assigned 'B' bank loan
rating to the company's $155 million senior secured term loan; the
recovery rating is '6'.  The ratings still applies to date.


DELTA FINANCIAL: Selects AlixPartners as Claims & Noticing Agent
----------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware
to employ AlixPartners LLP, as claims, balloting, noticing and
administrative agent, nunc pro tunc to Dec. 17, 2007.

AlixPartners is one of the country's premier Chapter 11
administrators with substantial experience in, among other
things, noticing, ballot tabulation, claims processing, and
claims reconciliation.

Hugh Miller, chief executive officer of Delta Financial
Corporation, relates the creditor matrices in the Debtors' cases
aggregate over 3,500 parties to whom certain notices must be
sent.  He avers that the extremely large number of creditors and
parties in interest will undoubtedly impose heavy administrative
and other burdens on the Court and the Bankruptcy Clerk.  In
addition, the Debtors will need assistance in managing and
addressing the myriad of administrative issues that will likely
arise in the cases.  To relieve and assist with these burdens,
the Debtors request the appointment of the firm as claims,
balloting, noticing and administrative agent in the Chapter 11
cases.

As claims, noticing and balloting agent, AlixPartners will:

   (a) assist with developing the complete notice database system
       to inform all potential creditors as to the filing of the
       case and the bar date notice;

   (b) process and mail all notices including the initial
       bankruptcy notices and bar date notice;

   (c) receive and process all proofs of claim and maintain the
       claims register;

   (d) track all claims transfers and update ownership of claims
       in the claims register accordingly;

   (e) provide both the Debtors and their counsel access to the
       claims database system;

   (f) provide all voting ballots to necessary parties, quantify
       the ballot results and provide a final report to the
       Court;

   (g) be available for testimony regarding various matters as
       required;

   (h) prepare the creditors' matrix listing all potential  
       creditors;

   (i) file monthly claims registers with the Court; and

   (j) assist with other matters as may be requested that fall
       within the firm's expertise and that are mutually
       agreeable.

Accordingly, the Debtors ask the Bankruptcy Clerk to turn over
all filed claims directly to AlixPartners.

The Debtors and the AlixPartners agree, among other things, that:

   (1) the firm will not consider itself employed by the United
       States government and will not seek any compensation from
       the United States government in its capacity as
       administrative agent in the Chapter 11 cases;

   (2) the firm will not be an agent of the United States and
       will not act on behalf of the United States; and

   (3) the firm will not employ any past or present employees of
       the Debtors in connection with its work as the claims and
       noticing agent in the Chapter 11 cases.

AlixPartners will be paid on an hourly basis in accordance with
its discounted hourly rates:

       Professional           Rate
       ------------           ----
       Managing Directors     $450
       Directors              $355
       Vice Presidents        $320
       Associates             $245
       Analysts               $185
       Paraprofessionals      $105

The Debtors propose to pay AlixPartners, in the ordinary course
and without need for further notice or order of the Court.  The
Debtors do not believe that the firm is a "professional
person"                                                                                    
for purposes of Section 327(a) of the Bankruptcy Code and should
not be subject to the fee application process because the firm
will only be charged with administrative functions in the
bankruptcy cases.

Mr. Miller discloses that in the year prior to the Petition Date,
the firm has been paid a total of $25,000, as well as a $10,000
prepetition retainer from the Debtors for services rendered and
to be rendered in connection with these cases.  There are no
amounts owed to the Firm as of the Petition Date, according to
Mr. Miller.

Todd B. Brents, a managing director at AlixPartners, discloses,
among others, that:

    -- three private equity funds sponsored by Hellman &
       Friedman, LLC, acquired indirectly through H&F Astro LLC,
       a controlling stake in AlixPartners, LLC, as of Oct. 12,
       2006; no material nonpublic information about the Debtors
       has been furnished by AlixPartners to H&F;

    -- Angelo Gordon, a lienholder of the Debtors, was a
       creditor, bondholder and lender to current and former
       AlixPartners and AP Services, LLP, clients in matters
       unrelated to the Debtors;

    -- AT&T Corp., a creditor of the Debtors, was a creditor,
       executory contract counterparty, vendor, lender and
       shareholder to current and former AlixPartners' and APS'
       clients in matters unrelated to the Debtors;

    -- Bank of America, an executory contract counterparty of the
       Debtors, is a current and former client of AlixPartners,
       as well as a professional, executory contract
       counterparty, creditor and lender to current and former
       AlixPartners and APS clients in matters unrelated to the
       Debtors; and

    -- Deutsche Bank, a lienholder of the Debtors, is affiliated
       with entities that are shareholders, lenders, adverse
       parties, indenture trustees, creditors, limited partners
       and professionals to current and former AlixPartners' and
       APS' clients in matters unrelated to the Debtors;  
       Deutsche Bank is a current AlixPartners client in matters
       unrelated to the Debtors; and Deutsche Bank provides
       banking services to AlixPartners.

Mr. Brents assures the Court that AlixPartners does not:

   (a) represent any interest adverse to the Debtors or the
       estates;

   (b) have any connection with the Debtors, creditors, any other
       party in interest, their respective attorneys and
       accountants, the United States Trustee, or any person
       employed in the Office of the United States Trustee; or

   (c) employ any person that is related to a judge of the
       Delaware Bankruptcy Court or the United States Trustee for
       the District of Delaware.

In addition, to the best of the Debtors' knowledge, the firm is a
"disinterested person" under the Bankruptcy Code.

                      About Delta Financial

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

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881
to 07-11883).  

The Debtors selected David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.

The Debtors' exclusive period to file a plan expires on April 15,
2008.  (Delta Financial Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or      
215/945-7000).


DELTA FINANCIAL: Wants De Minimis Asset Sale Procedures Okayed
--------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve
procedures by which they may sell de minimis assets.  The Debtors
will sell some of the assets which are unnecessary for the
continued operation of their businesses and are of relatively
de minimis value compared to the total asset base.

                       Proposed Procedures

The De Minimis Sale Procedures will apply only to each asset
whose cash and other consideration totals not more than $100,000.  
The Debtors will be allowed to sell assets that are encumbered by
liens or encumbrances other interests only if those liens and
other interests are capable of monetary satisfaction or the
holders consent to the sale.  The Debtors will be permitted to
sell assets co-owned by a Debtors and a third party, only if the
sale does not violate Section 363(h) of the Bankruptcy Code.

After the Debtors enter into a contract or contracts
contemplating a de minimis asset sale, the Debtors will serve a
notice of the proposed sale to:

    1. the U.S. Trustee for the District of Delaware;

    2. counsel to any statutory committees appointed in the
       Chapter 11 cases; and

    3. all known parties holding or asserting liens on or other
       interests in the assets that are subject of the proposed
       sale and their respective counsel, if known; otherwise
       referred as "interested parties."

Interested parties will have 10 calendar days from the service of
the sale notice to file and serve any objections to the sale.  
The Debtors will also file the notice with the Court.

The sale notice will include:

    a. a description of the assets proposed to be sold and their
       locations;

    b. the identity of the non-debtor purchaser or other party or
       parties to the sale and any relationship with the Debtors;

    c. the identities of any parties holding liens on or other
       interests in the assets and a statement indicating that
       all the liens or interests are capable of monetary
       satisfaction;

    d. the major economic terms and conditions of the sale; and

    e. instructions consistent with the objection procedures.

The Debtors may consummate a sale prior to expiration of the
applicable notice period if the Debtors obtain each interested
party's written consent.

If any significant economic terms of a sale are amended after
transmittal of the notice, but before the expiration of the
notice period, the Debtors must send a revised notice to all the
interested parties describing the proposed sale, as amended.  If
a revised notice is required, the notice period will be extended
for an additional five calendar days.

On or before the 15th day of every calendar month, the Debtors
will file with the Court, and serve upon all parties requesting
notice in the cases, a report summarizing any de minimis sale
that were consummated during the immediately preceding calendar
month.  Each monthly report will include with respect to each of
the sale:

   (i) a description of the assets proposed to be sold and their
       locations;

  (ii) the identity of the non-debtor purchaser or other party or
       parties to the sale and any relationship with the Debtors;

(iii) the identities of any parties holding liens on or other
       interests in the assets and a statement indicating that
       all the liens or interests are capable of monetary
       satisfaction; and

  (iv) the major economic terms and conditions of the sale.

Any objections to a sale must be in writing, filed with the Court
and served on the interested parties and counsel to the Debtors
to be received by all the parties before the end of the notice
period.  Each objection must specify its grounds.  If an
objection is properly filed:

   a. the objection will be deemed a request for a hearing which
      will be held at the next scheduled omnibus hearing that is
      not less than 10 days after the service of the objection;
      and

   b. the sale may not proceed absent withdrawal of the objection
      or Court order approving the sale.

If no objection is filed consistent with the Sale Procedures, the
Sale will be deemed final and fully authorized by the Court.

All buyers will take assets sold pursuant to the De Minimis Sale
Procedures "as is" and "where is," without any representations or
warranties from the Debtors as to the quality or fitness of the
assets.  Buyers will, however, take title to the assets free and
clear of all liens, encumbrances, claims and other interests.

                      About Delta Financial

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

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881
to 07-11883).  

The Debtors selected David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.

The Debtors' exclusive period to file a plan expires on April 15,
2008.  (Delta Financial Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or      
215/945-7000).


DLJ COMMERCIAL: Fitch Holds 'B-' Rating on Class B-7 Certs.
-----------------------------------------------------------
DLJ Commercial Mortgage Corp.'s commercial mortgage pass-through
certificates, series 1998-CG1, are upgraded by Fitch Ratings as:

  -- $66.5 million class B-4 to 'AA- from 'A+';
  -- $15.6 million class B-5 to 'A' from 'A-'.

In addition, Fitch affirms these classes:

  -- $235.5 million class A-1B at 'AAA';
  -- $39.1 million class A-1C at 'AAA';
  -- Interest-only class S at 'AAA';
  -- $39.1 million class A-2 at 'AAA';
  -- $78.2 million class A-3 at 'AAA';
  -- $23.5 million class A-4 at 'AAA';
  -- $70.4 million class B-1 at 'AAA';
  -- $23.5 million class B-2 at 'AAA';
  -- $15.6 million class B-3 at 'AAA';
  -- $27.4 million class B-6 at 'BB+';
  -- $15.6 million class B-7 at 'B-'.

Fitch does not rate the $13.8 million class C certificates.  Class
A-1A has been paid in full.

The upgrades are the result of increased subordination levels due
to additional paydown since Fitch's last rating action.  To date,
59 loans (36.5%) have defeased including the top four largest
loans (10.9%) in the transaction.  As of the December 2007
distribution date, the pool's aggregate certificate balance has
decreased 57.6% since issuance, to $663.8 million from $1.56
billion.

Ninety-seven loans (24.5%) are scheduled to mature in 2008.  The
loans have interest rates ranging from 6.7% to 7.7%.  Of the 97
loans maturing, 13.6% are defeased.  The largest maturing loan
(2.1%) is the fifth largest loan in the deal.  The loan is secured
by an industrial warehouse facility located in Silver Springs,
Pennsylvania and has a servicer reported year-end 2006 DSCR of
1.68 times and is 100% occupied.

Currently, there are two assets (0.5%) in special servicing.  The
largest asset (0.3%) is secured by an office property located in
Endicott, New York and is currently 90 days delinquent.  The
special servicer is pursuing foreclosure and has appointed a
receiver to take control of the property.  The property is
currently 35% occupied.

The other specially serviced asset is secured by a retail property
located in Jackson, Mississippi and is currently real estate
owned.  The special servicer continues to market the property and
the vacant space.  The property is currently 67% occupied.

Expected losses on the specially serviced assets will be absorbed
by the non-rated class C.

Ten loans (3.9%) have been identified as Fitch loans of concern
due to declines in occupancy and performance.  Five (1.8%) of the
10 loans are scheduled to mature in 2008.  The largest maturing
loan (0.6%) is secured by a hotel located in Richmond, California.  
The servicer reported YE 2006 DSCR is 1.00x and the property is
60% occupied.  Fitch will continue to monitor the performance of
these loans for any further declines.


DOLLARAMA GROUP: Good Performance Cues Moody's to Revise Outlook
----------------------------------------------------------------
Moody's Investors Service changed the outlook of Dollarama Group
Holdings L.P. and its operating subsidiary Dollarama Group L.P. to
stable from negative and affirmed all ratings of both Holdings and
Group, including Holdings' B1 corporate family rating and SGL-2
speculative grade liquidity rating.

The outlook change to stable reflects the company's continued
strong operating performance and cash flow generation which, when
combined with modest debt reduction, has led to Dollarama's
leverage ratio reducing below the 6.5 times hurdle that was set in
December 2006.  Moody's expects key operating and cash flow trends
to remain favorable, which may enable the company to further
reduce its leverage through the next couple of years.

                     Ratings affirmed

* Dollarama Group Holdings L.P.

  -- Corporate family rating at B1;

  -- Probability of default rating at B1;

  -- Senior floating rate deferred interest notes at B3 (LGD 5,
     84%);

  -- Speculative Grade Liquidity Rating at SGL-2;

* Dollarama Group L.P.

  -- Senior subordinated notes at B2 (LGD 4, 63%);

  -- Sr. Secured Term Loans at Ba1 (LGD 2, 19%);

  -- Sr. Secured Revolving Facility at Ba1 (LGD 2, 19%);

The B1 corporate family rating considers Dollarama's strong
franchise and leading market share in the Canadian extreme value
retailing segment.  The rating also recognizes the company's high
operating margins, which are scored Aaa by Moody's Global Retail
Rating Methodology, and are driven to a large extent by
Dollarama's expertise in direct sourcing from low cost areas
overseas.  The ratings are constrained by the sizable amount of
debt and low tangible asset coverage, the company's relatively
small scale, and the aggressive financial policy of Bain Capital
Partners LLC, which positions certain credit metrics weakly within
the rating category.

The SGL-2 speculative grade liquidity rating, representing good
liquidity, reflects Moody's expectation that Dollarama's
internally generated cash flow, combined with minimal borrowings
under the secured $75 million revolver, will be sufficient to fund
working capital, capital expenditures and debt repayments for the
next four quarters.  The credit agreement is subject to two
financial covenants -- a leverage ratio and an interest coverage
ratio -- with which Moody's expects the company to remain in
compliance.

Dollarama Group L.P., headquartered in Montreal, Quebec, Canada is
a leading extreme value retailer operating 505 stores in Eastern
Canada and the Atlantic Provinces with revenue for the LTM August
2007 of CDN$944 million.


DOMTAR INC: Discloses Total Consideration Payable Under Offers
--------------------------------------------------------------
Domtar Inc., a subsidiary of Domtar Corporation, disclosed the
total consideration payable under the offers to purchase for cash
any and all of its outstanding Canadian dollar denominated 10%
Debentures due 2011 and 10.85% Debentures due 2017.

The total consideration for both series of debentures was
calculated as of 2:00 p.m., Montreal time, on Dec. 13, 2007, by
reference to:

   (i)  an offer spread of 125 basis points over the yield to
        maturity on the 6% Government of Canada bond due June
        2011 for the 10% debentures; and

  (ii) an offer spread of 150 basis points over the yield to
       maturity on the 4% Government of Canada bond due June
       2017 for the 10.85% debentures.

Assuming an Early consent deadline of 5:00 p.m., Montreal time, on
Dec. 17, 2007, and an Early Settlement Date of Dec. 20, 2007, the
total consideration for:

   (i) each $1,000 principal amount of 10% debentures validly
       tendered and not withdrawn prior to the early consent
       deadline, will be $1,143.83; and

  (ii) each $1,000 principal amount of 10.85% debentures
       validly tendered and not withdrawn prior to the early
       consent deadline, will be $1,385.04.

In each case, the total consideration includes an early consent
amount of $30.

Holders who validly deposit their debentures under the offers and
deliver their consent to the proposed amendments after the early
consent deadline and prior to the expiration time, which is
scheduled to be 5:00 p.m., Montreal time, on Jan. 3, 2008, unless
extended or earlier terminated, will only receive the purchase
price, which is equal to the total consideration as of the final
settlement date less the early consent amount, and which will be
payable promptly after the expiration time on the final settlement
date.

Assuming a final settlement date of Jan. 7, 2008, the purchase
price for:
        
   (i) each $1,000 principal amount of 10% debentures validly
       tendered after the early consent deadline, will be
       $1,111.86; and

  (ii) each $1,000 principal amount of 10.85% debentures
       validly tendered after the early consent deadline, will
       be $1,353.60.
              
Domtar Inc. will also pay accrued and unpaid interest from the
last interest payment date to, but not including, the
applicable settlement date on those debentures accepted for
payment pursuant to the offers.

In connection with the offers, certain debentureholders who hold,
directly or indirectly, or exercise control or direction over,
approximately 66.9% and 64.7% of the 10% Debentures and the 10.85%
debentures, have entered into lock-up agreements with Domtar Inc.
pursuant to which they have agreed, subject to the terms and
conditions contained therein, to irrevocably deposit all of their
debentures and deliver their consents on or prior to the early
consent deadline in valid acceptance of the offers and consent
solicitations.

Domtar Inc. has retained Scotia Capital to act as Dealer Manager
and Solicitation Agent for the offers and consent solicitations.  

Domtar Inc. has also retained Georgeson Shareholder Communications
Canada Inc. to act as information agent and Computershare Investor
Services Inc. to act as depositary in connection with the Offers
and the Consent Solicitations.

For copies of the offer to purchase and consent solicitation
statement and the related letter of transmittal and consent please
contact Georgeson at 1-888-605-8384.  Holders of debentures in
bearer form are advised to contact Computershare at 1-800-245-4053
for instructions regarding how to deposit their debentures.  For
further inquiries, please contact Scotia Capital at 416-863-7776
or 1-800-372-3930 (for U.S. residents).

                       About Domtar Inc.

Domtar Inc. (TSX/NYSE: DTC) is a wholly-owned subsidiary of
Montreal, Quebec-based Domtar Corporation (NYSE:UFS) --
http://www.domtar.com/-- Domtar Corp is an integrated producer of  
uncoated freesheet paper in North America and is also a
manufacturer of papergrade pulp. The company designs,
manufactures, markets and distributes a wide range of business,
commercial printing, publication as well as technical and
specialty papers with recognized brands such as First Choice(R),
Domtar Microprint(R), Windsor Offset(R), Cougar(R) well as its
full line of environmentally and socially responsible papers,
Domtar EarthChoice(R).  Domtar also produces lumber and other
specialty and industrial wood products. The company employs nearly
14,000 people.

                           *     *     *

Moody's Investor Service placed Domtar Inc.'s senior unsecured
debt ratings at 'B2' in September 2006.  The rating still hold to
date.


DORMITORY AUTHORITY: Fitch Assigns 'BB+' Rating on $260MM Bonds
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the Dormitory
Authority of the State of New York (Orange Regional Medical Center
Project) $260 million revenue bonds, series 2008, to be issued on
behalf of Orange Regional Medical Center.  The Rating Outlook is
Stable.

Bond proceeds will be used to finance the construction of a
replacement hospital, finance capitalized interest expense during
the construction period, fund a debt service reserve fund, and pay
bond issuance expenses.  As security for the bonds, bondholders
will receive a pledge of gross receipts and a mortgage.  The
series 2008 bonds are expected to be issued as traditional fixed-
rate securities and sell through negotiation by Merrill Lynch
around March 15, 2008.

The 'BB+' rating reflects ORMC's dominant market share in the
primary service area, evidence of strong state support, and stable
profitability trends.  As the only provider of a full continuum of
health care services in the western portion of Orange County, ORMC
enjoys a 62.4% market share.  The Berger Commission's
recommendation for the project and the receipt of almost $48
million in HEAL grants from the state clearly demonstrates the
state's support for the project.  ORMC has operated profitably or
at breakeven since fiscal 2002 in a relatively difficult
regulatory environment.

Credit concerns include significant construction risk due to the
size and nature of the project, historical profitability ratios
that are below Fitch's 'BBB' medians and weak liquidity coupled
with high pro forma debt ratios.  For fiscal 2006 (ending Dec.
31), the hospital essentially broke even, losing $250,000 from
operations (negative 0.1% operating margin) and earning $3.5
million in excess income (1.2% bottom line income).  Both margins
are well below Fitch's 'BBB' medians of 2.2% and 3.8%,
respectively.  For the nine-month period ending Sept. 30, the
hospital earned $1 million from operations (0.5% operating margin)
and $8.2 million in excess income (3.7% excess margin).  As of
Dec. 31, 2006, the hospital had $59.8 million of cash and
investments, translating into 86.6 days of cash on hand and 153.2%
cash to debt ratio.  Pro forma leverage and liquidity (relative to
debt) metrics of 84.4% debt to capitalization and 23% cash to debt
are well below Fitch's 'BBB' category medians of 47% and 120.3
days, respectively.

The Stable Outlook reflects Fitch's belief that the new
construction and operational improvement, along with sizable
increases in managed care contracts which have recently been
awarded to ORMC, will improve the system's financial and
operational performance over the near term.

ORMC consists of an acute-care hospital (450 beds) operating on
two campuses in Middletown and Goshen, New York, with 10
outpatient care facilities in the service area.  ORMC provides
medical, surgical, dental and other health care services in its
primary service area of Orange County, New York.  ORMC had total
revenue of approximately $269 million in fiscal 2006.


DOUBLE D TRANSPORT: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Double D Transport, L.L.C.
        P.O. Box 190
        Troy, TN 38260

Bankruptcy Case No.: 07-14113

Type of Business: The Debtor is a flatbed and specialized open
                  deck carrier operating between Canada and the
                  U.S. on a daily basis.

Chapter 11 Petition Date: December 19, 2007

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Michael T. Tabor, Esq.
                  203 South Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074

Total Assets: $1,326,765

Total Debts:  $1,340,303

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
First Tennessee Bank           value of security:    $760,324
P.O. Box 31                    $657,000
Memphis, TN 38101

Neven & Janice Barnett         $26,000 line of       $60,000
602 South Main Street          credit on personal
Troy, TN 38260                 property

Rogers-Pacific Pride                                 $33,147
204 North Fourth Street
Union City, TN 38261-0416

H.&P. Leasing, Inc.                                  $15,871

I.R.S.                         2290-Highway use tax  $14,750

Midwestern Insurance Alliance                        $8,844

Tri-State International                              $5,393

A.T.&T. Mobility                                     $4,722

Bills High Pressure Wash                             $3,827

Bank of America                                      $3,776

Buddy's Wrecker Service                              $2,532

Bullion's Consulting Service                         $1,310

Jackson Trailer Services                             $1,146

Verizon Wireless                                     $608

The Messenger                                        $555

Reese Automotive                                     $183

Fed-Ex                                               $100


DR HORTON: Moody's Puts Corporate Family Rating at Ba1
------------------------------------------------------
Moody's Investors Service lowered the ratings of D.R. Horton,
Inc., assigning the company a corporate family rating of Ba1 and
lowering the ratings on the various issues of senior unsecured
notes to Ba1 from Baa3 and on the senior subordinated note issue
to Ba2 from Ba1.  The ratings were taken off review for downgrade
where they had been placed on Oct. 31, 2007, and the outlook is
negative.

Moody's rating actions stem from its assessment that even though
Horton will continue to outperform many of its peers that have
already been downgraded, our expectations about its fiscal 2008
and 2009 performance do not conform to that of an investment grade
company.

The downgrades and negative outlook reflect these considerations:

1) Moody's does not see a sector recovery beginning before well
into 2009 at the earliest, with any housing recovery likely to be
very measured for some time thereafter, thus prolonging Horton's
underperformance on key financial metrics versus prior
expectations.

2) While actual inventory levels (i.e., reported inventory levels
that are adjusted to reflect land impairment and option
abandonment charges) were sharply reduced in the company's fourth
fiscal quarter that ended Sept. 30, 2007, that is what typically
occurs for nearly all homebuilders, even in years of strong
growth.  Homebuilders' fourth quarters almost always show seasonal
declines in inventory levels as company employees strive to
maximize closings in order to meet bonus targets. Moody's remains
concerned, however, that Horton will be unable to maintain a pace
of substantial actual inventory reduction for all of fiscal 2008,
as fiercely competitive local markets, falling new home prices,
elevated levels of both new and existing home inventories, high
cancellation rates, and Horton's spec housing construction, albeit
reduced, all combine to frustrate robust and sustainable cash flow
generation.

3) The company will face increasing difficulties in complying with
existing financial covenants in fiscal 2008, and Moody's expects
to see compliance with potentially relaxed covenants to remain
challenging.

4) Moody's does not expect Horton to be able to return to bottom
line profitability within the next year, in large part because of
our expectation that impairment charges will continue apace but
also because the company's debt structure will remain cumbersome.  
Although the company reduced its debt by nearly $1 billion in the
last fiscal year, the decline in its revenue run rate (not to
mention earnings) in fiscal 2007 and prospective decline in fiscal
2008 has been and will be substantially greater.  Moody's expects
investment grade companies, even in cyclical industries,
eventually to return to profitability, even those facing large
charge-offs.

Going forward, the ratings outlook could stabilize if the company
were to maintain a pace of robust actual inventory reduction,
generate substantial and sustainable cash flow, and use this cash
flow both for debt reduction as well as for strengthening its
liquidity.  The outlook and ratings could be further reduced if
actual inventory reduction returned to the levels of the first
three quarters of fiscal 2007, i.e., close to zero, and
sustainable cash flow generation were thus impeded; if covenant
compliance became problematic; and/or if the company were to incur
a sizable pre-impairment loss.

* These are the ratings changes and new assignment:

  -- Ba1 corporate family rating assigned

  -- Senior unsecured notes lowered to Ba1 (LGD4, 55%) from
     Baa3

  -- Senior subordinated notes lowered to Ba2 (LGD6, 96%) from    
     Ba1

Headquartered in Ft. Worth, Texas, D.R. Horton, Inc. is engaged in
the construction and sale of homes designed principally for the
entry-level and first time move-up markets.  The company currently
builds and sells homes in 27 states and 83 markets, with a
geographic presence in the Northeast, Midwest, Southeast, South
Central, Southwest, California and the West.  Homebuilding
revenues and consolidated net income for the fiscal year that
ended Sept. 30, 2007 were approximately $11.1 billion and
$(713) million, respectively.


DRS TECHNOLOGIES: Earns $43 Million in 2nd Quarter Ended Sept. 30
-----------------------------------------------------------------
DRS Technologies Inc. reported net earnings of $43.0 million for
the second quarter of fiscal 2008 ended Sept. 30, 2007, which were
71% higher than net earnings of $25.2 million reported for the
second quarter of fiscal 2007 and included approximately
$10.4 million in combined after-tax benefits as a result of the
curtailment gain related to one of the company's benefit plans and
approximately $3.1 million in discrete cumulative tax benefits.  

Last year's second quarter included $800,000 in discrete  
cumulative tax benefits.  Excluding the gain in the fiscal 2008
three-month period and the tax benefits from the second quarter in
both years, the company would have reported net earnings of
$32.6 million in the fiscal 2008 second quarter, 34% above the
same quarter last year.

Consolidated revenues of $783.8 million for the second quarter of
fiscal 2008 were 10% higher than revenues of $711.5 million for
the same quarter last fiscal year. The increase was attributable
entirely to organic growth.

"The company generated strong sales and profitability for the
second quarter of fiscal 2008, reflecting solid organic revenue
growth and higher operating margins," said Mark S. Newman, DRS
Technologies' chairman, president and chief executive officer.  "A
quarterly record in new orders for products and services was
achieved, driving funded backlog at the end of the period to
$3.6 billion, the highest level reported by the company to date."

He continued, "I also am pleased to announce that toward the end
of the second quarter the company resumed product deliveries on
the U.S. Army's Thermal Weapon Sights II program."

Fiscal 2008 second quarter operating income of $92.1 million was
28% above the $71.9 million reported for the same quarter in
the previous fiscal year.  The increase in the fiscal 2008 second
quarter was due primarily to higher aggregate revenues and the
positive impact of the pretax $11.7 million curtailment gain.  The
operating margin for the fiscal 2008 three-month period was 11.8%,
compared with 10.1% percent for the same period last year.
Excluding the pension gain, fiscal 2008 second quarter operating
income was $80.4 million, 12% higher than a year ago, and
represented a 10.3% operating margin.

Earnings before interest, taxes, depreciation and amortization
were $110.2 million for the fiscal 2008 second quarter, 22% higher
than EBITDA of $90.6 million for the second quarter of fiscal  
2007.  EBITDA as a percentage of revenues was 14.1%, compared with
12.7% in the year-earlier period.

Interest and related expenses for the second quarter of fiscal
2008 decreased to $28.1 million, 8% lower than $30.6 million a
year ago.  The decrease was due to lower average borrowings
outstanding.

The effective income tax rate for the second quarter of fiscal
2008 was approximately 32%, compared with approximately 39% for
the same period last fiscal year.  

Net cash provided by operating activities for the second quarter
of fiscal 2008 was $60.2 million, compared with $58.2 million
reported for the fiscal 2007 second quarter.  Free cash flow,
which is net cash provided by operating activities less capital
expenditures, was $41.6 million for the second quarter of fiscal
2008, compared with $44.1 million for the second quarter in the
prior fiscal year.  Fiscal 2008 second quarter free cash flow
reflected decreases in accounts receivable, partially offset by
decreases in accounts payable and increases in prepaid expenses
and inventory.  Capital expenditures for the second quarter of
fiscal 2008 were $18.6 million, a 32% increase over $14.1 million
for same quarter last year.

                 New Contract Awards and Backlog

According to DRS, the company secured a quarterly record of
$1.11 billion in new orders for products and services during the
fiscal 2008 three-month period, 21% above bookings of
$915.2 million for the comparable prior-year period.  Funded
backlog at Sept. 30, 2007, of $3.59 billion was 31% above funded
backlog of $2.73 billion at the same time last year.

                     Liquidity and Total Debt

At Sept. 30, 2007, the company had $52.3 million in cash and
cash equivalents, compared with $95.8 million at March 31, 2007,
the company's fiscal 2007 year end.  Lower cash and cash
equivalents at the end of the second quarter of fiscal 2008
reflected utilization of approximately $75 million in cash to
prepay a portion of the company's long-term debt.

Total debt at Sept. 30, 2007, was $1.71 billion.  The company
had no borrowings against its revolving credit facility at
Sept. 30, 2007.  Stockholders' equity increased to $1.57 billion
at the end of the second quarter of fiscal 2008, compared with
$1.50 billion at March 31, 2007.

                  Fiscal 2008 Six-Month Results

For the first six months of fiscal 2008, DRS posted record
revenues of $1.52 billion, 13% above revenues of $1.34 billion
for the same period last year.  Higher revenues for the first half
were attributable to strong organic revenue growth in each of the
company's operating segments.

Net earnings of $44.7 million for the first six months of fiscal
2008 were reduced by an after-tax charge of $23.2 million on the
TWS II program in the first quarter and were increased by
$10.4 million in combined after-tax benefits as a result of the
curtailment gain and discrete cumulative tax benefits in the
second quarter.  For the fiscal 2007 first half, net earnings were
$46.5 million, which included $1.2 million in discrete cumulative
tax benefits.  Excluding the impact of these items from both
years, the company would have reported net earnings of
$57.5 million for the first six months of fiscal 2008, 27% higher
than net earnings of $45.3 million for the same period in fiscal
2007.

Net cash provided by operating activities for the first six months
of fiscal 2008 was $60.7 million, compared with $32.3 million
reported for the same period in fiscal 2007.  Free cash flow was
$28.2 million for the first half of fiscal 2008, significantly
higher than the $5.1 million for the same period in the prior
fiscal year.  Capital expenditures were $32.5 million for the
fiscal 2008 first half, a 19% increase over $27.2 million for the
same period last year.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4.15 billion in total assets, $2.58 billion in total liabilities,
and $1.57 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2684
    
                      About DRS Technologies

Based in Parsippany, N.J., DRS Technologies Inc. (NYSE: DRS)
-- http://www.drs.com/-- is a supplier of integrated products,   
services and support to military forces, intelligence agencies and
prime contractors worldwide.  The company employs approximately
10,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on Aug 20, 2007,
Moody's Investors Service affirmed all ratings of DRS
Technologies Inc., including the company's Corporate Family rating
of B1, and has changed the company's ratings outlook to positive
from stable.


EL PASO: Moody's Maintains B3 Ratings on $5 Mil. Mortgage Bonds
---------------------------------------------------------------
Moody's Investors Service has affirmed the B3 rating on $5,005,000
of outstanding El Paso Housing Financing Corporation, Multifamily
Mortgage Revenue Bonds (Las Lomas Apartments) Series 1999A.  The
outlook on the bonds has been changed to stable from negative.  
The change in outlook is due to contributions made to reserve
funds and the improving performance of Las Lomas Apartments.

                        Legal Security

The bonds are secured by a pledge of all project revenues and
funds held pursuant to the program.  The Series 1999A bonds have a
first lien on all program funds and are paid first in the monthly
flow of funds.  Excess funds can only be released if a 1.45x debt
service coverage ratio is met for the Series 1999A bonds and 1.15x
for the unrated Series 1999C (Subordinated) bonds.  Payment of
senior bond principal and interest is given priority in the flow
of funds and is senior to the payment of the unrated Series 1999C
bonds.

                         Strengths

* Audited financial statements for 2006 indicate the debt
  service coverage ratio improved to 1.20x on the senior bonds   
  from 1.10x in 2005;

* Improving physical occupancy (97.4%) and economic occupancy
  (93.8%) year-to-date for 2007, as reported by management; and

* Capital contributions made to the Replacement Reserve Fund
  during 2006.

                            Challenges

* Reduction of the Senior Bond Debt Service Reserve Fund to  
  amounts below the requirements of the original Indenture.

                       Recent Developments

On Dec. 15, 2003, the original Indenture was amended and the
Senior Debt Service Reserve Fund was subordinated to the
Replacement Reserve Fund in the flow of funds.  The Debt Service
Reserve Requirement was reduced to an amount less than annual debt
service.  The diminished reserve requirement reduces bondholder
security.

Pursuant to an agreement between the Majority Bondholder and the
property owner dated Nov. 15, 2006, the Majority Bondholder
authorized the use of up to $300,000 from the Senior Lien Debt
Service Reserve Fund to fund various property repairs and
improvements.  This follows a decision in January 2004 to
requisition funds from the Senior Debt Service Reserve Fund to
finance other property repairs.  These taps have decreased the
Debt Service Reserve Fund to a level well below annual debt
service, and increased bondholder exposure to volatility in the
affordable housing market.

The owner of the project is Las Lomas American Housing Foundation,
Inc, a subsidiary of American Village Communities, which owns over
1,600 units in Texas, Kentucky, New Mexico and Maryland.  Myan
Management Group has managed the property since 2002.

                             Outlook

The outlook on the bonds has been changed to stable from negative.  
The outlook reflects the improving occupancy of the property and
debt service coverage on the senior bonds.

   -- What could change the rating: Up

* Revising the Senior Debt Service Reserve Fund Requirement to
  an amount equal to the annual debt service on the Series 1999A    
  bonds; and

* Replenishing the Senior Debt Service Reserve Fund and
  Replacement Reserve Fund.

   -- What could change the rating: Down

* Further taps on the Senior Debt Service Reserve Fund; and

* Decline in debt service coverage.


EPICOR SOFTWARE: Board Inks $322 Mil. Buyout Deal w/ NSB Retail
---------------------------------------------------------------
The boards of directors of Epicor Software Corporation and NSB
Retail Systems PLC have reached an agreement on the terms of the
recommended acquisition of NSB by Epicor pursuant to a scheme of
arrangement under section 425 of the United Kingdom Companies Act
1985 whereby shareholders of NSB will receive 38 pence in cash per
NSB ordinary share.  

The terms of the transaction value the fully diluted share capital
of NSB at approximately œ160 million or approximately
$322 million, based on the US$:GBP exchange rate on Dec. 14, 2007.  
As of June 30, 2007, NSB had cash and equivalents balance of
$34.6 million and no debt.

NSB's board of directors unanimously recommends that NSB
shareholders vote in favor of the scheme at the court meeting and
in favor of the special resolution to approve the scheme and
related matters to be proposed at the NSB general meeting, which
will be held on Jan. 16, 2008.

Epicor has received undertakings to vote in favor of the scheme at
the court meeting to approve the scheme from certain NSB
shareholders, including all NSB directors who hold NSB shares,
representing approximately 31.2% of the existing issued ordinary
share capital of NSB entitled to vote at the court meeting and
approximately 36.9% of the existing issued share capital of NSB
entitled to vote at the NSB general meeting.

Epicor expects the acquisition to be materially accretive to
Epicor's non-GAAP earnings for the 12 month period after the close
of the transaction.  Based on expectations for additional
amortization of intangible assets due to the acquisition, Epicor
expects the acquisition to be dilutive to GAAP earnings for a
period of time after the close of the transaction.  David Henning,
NSB's CEO, is expected to remain with the combined company in an
executive management role heading Epicor's expanded retail
business.

"We believe that NSB is an excellent next step in our stated
commitment to grow Epicor both organically and through highly
strategic and accretive acquisitions to create a larger, stronger
and more profitable company," Epicor chairman and CEO George
Klaus, said.  "Over the past five years, we have successfully
completed four acquisitions of ever increasing scale and
integrated each one on a timely basis while meeting our financial
and technology commitments and providing value to our customers,
employees and shareholders."

"NSB's current retail market focus is well aligned with Epicor's,
and NSB brings an attractive, loyal customer base, which
complements Epicor's growing presence in the retail vertical and
creates a market leader in the highly fragmented specialty retail
market," Mr. Klaus said.  "We believe this combination will create
substantial synergies, excellent cross-selling opportunities and
significant economies of scale across the combined company."

"We look forward to continuing to provide the high level of
service, support and unwavering commitment to utilizing the latest
in cutting-edge technology across all product lines that our
combined customer base has come to expect from each company," Mr.
Klaus continued.  "At the same time, we will work with our
combined customer base to ensure they have a clear understanding
of their product roadmap should they choose to leverage the
additional functionality available to them through this
combination.  We are excited about this opportunity and we look
forward to bringing NSB and their customers into the Epicor
family."

"I am very pleased that we have been able to reach agreement on
the terms of this transaction, which I believe is the right
strategic outcome for NSB, offering certainty and value to our
shareholders and great opportunities for our management and
employees as part of the enlarged Epicor," Angus Monro, non-
executive chairman of NSB Retail, said.  "NSB's product set and
customer base should further strengthen Epicor's existing position
in retail software, and enable this to be leveraged
internationally across Epicor's broader geographic footprint.  I
am confident that NSB will make a significant contribution to the
future of the combined business."

The scheme and related proposals will be put to NSB shareholders
at the court meeting and at the NSB general meeting, which are
both expected to be held on Jan. 16, 2008.

In order to become effective, the scheme must be approved by a
majority in number of the NSB Shareholders present and voting and
entitled to vote at the court meeting, either in person or by
proxy, and representing not less than 75% in value of all ordinary
shares that are cast/voted at the court meeting.

In addition, the special resolution implementing the scheme and
related matters must be passed by NSB shareholders representing
not less than 75% of the votes cast at the NSB general meeting.

The scheme document will be posted to NSB shareholders and for
information only to participants in the NSB share incentive
schemes and holders of exchangeable shares in NSB soon as
practicable and in any event within 28 days of this statement. It
is expected that the scheme will become effective during February
2008, subject to satisfaction of all conditions, including certain
antitrust approvals and the other conditions set out in appendix I
of the scheme document.

Epicor also said that it has replaced its credit facility with a
new senior secured credit facility arranged by Banc of America
Securities LLC as Sole Lead Arranger and Book Manager and with
Bank of America N.A. as Administrative Agent, and KeyBank National
Association as Syndication Agent.

The new credit facility provides Epicor with a secured revolving
loan facility in an amount up to $100 million and a secured term
loan facility in an amount up to $100 million. Epicor plans to
fund the consideration payable under the scheme with approximately
$155 million in existing cash balances, with the balance of the
consideration funded by drawing from its credit facility.

UBS Investment Bank is acting as financial advisor to Epicor.
Close Brothers Corporate Finance is acting as financial advisor to
NSB.

                  About NSB Retail Systems PLC

Headquartered in Stafford, England, NSB Retail Systems plc (LON:
NSB) -- http://www.nsbgroup.com/NSBGROUP/fp...-- is engaged in  
the development and supply of specialist software and associated
maintenance, development, consultancy and application management
services to the retail industry.  The company sector focus
continues to be soft goods retailers: fashion, apparel, department
stores and other specialty retail. It also provides software,
hardware, software services and support to the retail industry.  
The company's wholly owned subsidiaries include NSB Retail
Solutions Inc, NSB Retail Systems Inc, NSB U.S. Sales Inc, NSB
Retail Solutions Ltd, NSB Retail No.2 Ltd, NSB Retail No.3 Ltd,
NSB Retail, NSB Finance Ltd, NSB Finance No. 2 Ltd, NSB Retail
Systems Share Scheme Trustees Ltd and NSB Share Purchase Scheme
Trustees Ltd.

             About Epicor Software Corporation

Headquartered in Irvine, California, Epicor Software Corporation
(Nasdaq: EPIC) -- http://www.epicor.com/-- provides integrated  
enterprise resource planning, customer relationship management,
supply chain management and professional services automation
software solutions to the midmarket and divisions of the Global
1000 companies.  Founded in 1984, Epicor serves over 20,000
customers in more than 140 countries, providing solutions in over
30 languages.  Epicor offers a comprehensive range of services
with its solutions, providing a single point of accountability to
promote rapid return on investment and low total cost of
ownership.


EPICOR SOFTWARE: S&P Holds BB+ Rating with Negative Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating and revised its outlook on Irvine, California-based
Epicor Software Corp., a provider of enterprise resource planning
software, to negative from stable.  

The outlook revision reflects increased pro forma leverage
associated with the company's recent announcement to acquire
Unites Kingdom-based NSB Retail Systems Plc. for approximately
GBP160 million, or $322 million.  NSB provides application
software to the retail industry.  Financing for the transaction
will consist of cash on hand and bank debt.
      
"At the same time, we lowered our senior unsecured rating to 'B'
from 'B+' (two notches below the corporate credit rating),
reflecting the increased amount of secured debt expected to be in
the capital structure," said Standard & Poor's credit analyst Mr.
Clay Ching.  

The company partly will fund the NSB acquisition through a
proposed $200 million credit facility, to be composed of a $100
million senior secured revolving credit facility and a $100
million senior secured term loan.  S&P expects the existing credit
facility will be refinanced upon the closing of the transaction,
at which point the rating will be withdrawn.

The ratings on Epicor reflect the company's second-tier presence
in a highly competitive and consolidating industry, integration
risk, and high financial leverage for the rating.  These factors
partly are offset by a solid presence in its mid-market niche,
good revenue predictability derived from a largely recurring
revenue base spread across a broad spectrum of customers, and
demonstrated efficacy of managing acquisitive growth.
     
Epicor's business position is enhanced because 40% of revenues are
derived from maintenance contracts, providing solid revenue
visibility with customer retention rates in the mid- to high-90%
range.  The professional services segment (30% of revenues)
provides a relatively predictable source of revenue, given the
need for implementation and customization by mid-market companies
with limited IT resources.  While the company's largest targeted
market remains the manufacturing sector, the addition of NSB will
bolster the company's presence in the retail sector.  

Growth in license revenues is driven by cross selling and sales of
additional functionality and scale to existing customers, and by
signing new customers.  Epicor's exposure risk to any individual
customer, industry, or geographic region is mitigated by a global
and diverse base of over 20,000 customers spread throughout 144
countries.


FERRELLGAS PARTNERS: S&P Holds B+ Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on propane distributor Ferrellgas Partners L.P. and
its operating limited partnership, Ferrellgas L.P.  The
affirmation follows annual surveillance on the company and
incorporates Standard and Poor's expectation for strong margins
and a steady financial performance over the next year.  The
outlook is stable.
     
As of Oct. 31, 2007, Ferrellgas Partners had total debt, adjusted
for capitalized operating leases and accounts receivable
securitization, of $1.327 billion, with adjusted debt to capital
of 88%.
     
The ratings on Overland Park, Kansas-based Ferrellgas Partners are
restricted by the partnership's weak business risk profile and
highly leveraged financial profile.  Ratings concerns include the
master limited partnership structure, high leverage, a weaker
retail operating performance than its peers, and acquisition risk.  

These concerns are only partially mitigated by the partnership's
improving margins, its large, geographically diverse retail
footprint, and portable propane tank exchange business that offset
some of the seasonality involved in Ferrellgas Partners' retail
operations.
     
The outlook on Ferrellgas Partners is stable.  "The stable outlook
is based on the expectation that the company will maintain its
current financial and operating performance," noted Standard &
Poor's credit analyst Mr. Michael V. Grande.  Sustained
improvement in financial metrics, which could come from
deleveraging and further margin improvement, would be necessary
for an upgrade or positive outlook.
      
"Conversely, the ratings may be lowered or the outlook revised to
negative if the financial profile deteriorates due to liquidity
constraints, subpar cash flow, increased leverage, or weaker-than-
expected results from acquisitions," he continued.


FINANCE AMERICA: Fitch Downgrades Ratings on Eight Classes
----------------------------------------------------------
Fitch has taken rating actions on these Finance America mortgage
pass-through certificates:

Series 2004-1:

  -- Class M2 affirmed at 'AA';
  -- Class M3 affirmed at 'AA';
  -- Class M4 affirmed at 'AA-';
  -- Class M5 affirmed at 'A';
  -- Class M6 downgraded to 'BBB-' from 'A-', and is placed on
     Rating Watch Negative;
  -- Class M7 downgraded to 'B-/DR1' from 'BBB+', and is
     removed from Rating Watch Negative;
  -- Class M8 downgraded to 'B-/DR1' from 'BBB', and is removed
     from Rating Watch Negative.

Series 2004-3:
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA+';
  -- Class M-3 affirmed at 'AA';
  -- Class M-4 affirmed at 'AA';
  -- Class M-5 affirmed at 'A+';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 downgraded to 'BBB-' from 'A-', and is placed on
     Rating Watch Negative;
  -- Class M-8 downgraded to 'BB' from 'BBB+', and is placed on
     Rating Watch Negative;
  -- Class M-9 downgraded to 'B' from 'BBB';
  -- Class B-1 downgraded to 'CCC/DR1' from 'BBB-';
  -- Class B-2 downgraded to 'C/DR5' from 'BB'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $152.6
million in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $32.6 million in outstanding
certificates.  In addition, approximately $18.3 million is placed
on Rating Watch Negative.

For transactions 2004-1 and 2004-3, respectively, the pool factors
(current collateral balance as percentage of original) are
approximately 11% and 17%, and are 42 months and 36 months
seasoned.  The delinquencies in the 60+ buckets (inclusive of Real
Estate Owned, Foreclosure, and Bankruptcy) are 25.38% and 25.67%,
respectively, and have cumulative losses of 2.01% and 1.43%.


FIRST MAGNUS: Court Plans February 1 Confirmation Hearing
---------------------------------------------------------
The Hon. James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona said that should the First Magnus Financial
Corporation be able to comply with the revisions on the Debtor's
plan of liquidation he requested, he intends to set a hearing to
consider confirmation of the plan in early February next year.

The time-line is contingent upon the Debtor's submission of the
revised Disclosure Statement by Jan. 2, 2008.

"The [C]ourt will then review [the Disclosure Statement], and if
it passes scrutiny, the [C]ourt intends to set a confirmation
hearing, in Tucson, Arizona, on Friday, Feb. 1, 2008," Judge
Marlar said.

At the confirmation hearing, the Debtor has to present to Court
that creditors have voted in favor of the Plan and that the Plan
meets the statutory requirements under Section 1129(a) of the
Bankruptcy Code.

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.

The Debtor's exclusive period to file a plan expired on Dec. 19,
2007.  (First Magnus Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


GENERAL MOTORS: Inks Pact with Navistar on Medium Duty Truck Biz
----------------------------------------------------------------
General Motors Corp. and International Truck and Engine
Corporation, the principal operating subsidiary of Navistar
International Corporation, have entered into a non-binding
memorandum of understanding under which Navistar would purchase
certain assets, intellectual property and distribution rights for
GM's medium-duty truck business.

As proposed, Navistar would acquire GM's medium-duty truck
business, which includes assets and intellectual property rights
to manufacture GMC and Chevrolet brand vehicles in the class 4-8
gross vehicle weight range.  It also includes purchase of the
related service parts business.  Navistar would sell a competitive
line of Chevrolet and GMC vehicles and service parts through GM's
proprietary dealer network in the United States and Canada.

The agreement is another step in GM's plan to focus on designing,
manufacturing and selling cars and light trucks globally.  The
deal would leverage Navistar's strengths in commercial trucks and
engines, and advance its strategy to build scale and reduce costs.

"Navistar's expertise in building International(R) brand
commercial trucks and its track record in the medium-duty segment
makes them an excellent choice to acquire and continue growing the
business. We intend to work closely with Navistar to make this
transition seamless to our dealers and customers," Troy Clarke,
president of GM North America, said.

"This is another example of how we're strategically growing our
business for trucks, engines and parts, building scale and
reducing costs," Daniel C. Ustian, chairman, president and CEO,
Navistar International Corporation, said.  "We are proud to
incorporate the GM truck brands into our portfolio, and will
utilize the scale to build on the success of both the
International and GM product lines and their respective
distribution networks."

Navistar would add the GMC(R) TopKick and Chevrole(R) Kodiak truck
brands to its growing portfolio of brands, which currently
includes International(R) brand trucks and tractors, IC(R) brand
buses, Workhorse(R) brand chassis for motor homes and step vans,
and MaxxForce(R) brand engines.

When a deal is definitively concluded, production of the vehicles
would move from GM's plant in Flint, Michigan, to a Navistar
facility to be named.  GM would retain ownership of its Flint
plant and continue to build other products at the facility.

GM will continue its medium-duty truck relationship with Isuzu to
market W-Series trucks through GM's medium-duty dealer network.

The deal is expected to close in 2008 subject to completion of
satisfactory due diligence, the negotiation of a definitive
purchase agreement, customary regulatory clearance and board
approval.  Upon closing, transition of the business could take
several months to conclude.

              About International Truck and Engine

International Truck and Engine Corporation, a wholly owned
subsidiary of Navistar International Corporation, produces medium
trucks, heavy trucks, severe service vehicles, MaxxForce brand
diesel engines, parts and service.  International and its
affiliates sell their products, parts and services through a
network of nearly 1,000 dealer outlets in the United States,
Canada, Brazil and Mexico and from more than 60 dealers in 90
countries throughout the world.

                    About Navistar International

Headquartered in Warrenville, Illinois, Navistar International
Corporation (Other OTC: NAVZ) -- http://www.navistar.com/-- is a    
holding company whose wholly owned subsidiaries produce
International(R) brand commercial trucks, MaxxForce brand diesel
engines, IC brand school and commercial buses, and Workhorse brand
chassis for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another wholly owned subsidiary offers
financing services.

                             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.


GOLDEN NUGGET: Moody's Holds All Ratings with Negative Outlook
--------------------------------------------------------------
Moody's Investors Service confirmed all ratings for Golden Nugget,
Inc. as:

  -- Corporate family rating, B2

  -- Probability of default rating, B2

  -- $50 million guaranteed 1st lien revolving credit facility
     due 2013, B1 / 34% (previously 32%) / LGD-3

  -- $210 million guaranteed 1st lien term loan due 2014, B1 /
     34% (previously 32%) / LGD-3

  -- $120 million guaranteed 1st lien delayed-draw term loan
     due 2014, rated B1 / 34% (previously 32%) / LGD-3

  -- $165 million guaranteed 2nd lien term loan due 2014, rated
     Caa1 / 86% (previously 85%) / LGD-5

  -- The outlook is negative.

The B2 corporate family rating reflects the company's weak debt
protection metrics, modest scale, and limited geographic
diversification.  However, the ratings also incorporate Golden
Nuggets improved operating performance, significant facility
renovations to date, property and brand recognition, and
reasonable liquidity.

The negative outlook reflects the expectation of a further
deterioration in debt protection metrics, company's inability to
maintain effective internal controls over its financial reporting
that has resulted in the reporting of material weaknesses, and the
re-financing risk associated with Landry's Restaurant Inc. in the
context of the consistent history of inter-company support that
has existed between Landry's Restaurant Inc. and the Golden Nugget
despite the restricted and unrestricted group structure.

Golden Nugget, Inc, a wholly owned unrestricted subsidiary of
Landry's Restaurants, Inc., headquartered in Las Vegas Nevada,
owns and operates the Golden Nugget hotel, casino, and
entertainment resorts in downtown Las Vegas and Laughlin, Nevada.  
For the year ended Dec. 31, 2006, the company reported unaudited
revenues and operating income of approximately
$259 million and $36.5 million, respectively.


GREENBRIAR CLO: S&P Assigns BB Rating on $40 Mil. Class E Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Greenbriar CLO Ltd./ Greenbriar CLO Corp.'s
$920 million floating-rate notes due 2021.
     
The preliminary ratings are based on information as of Dec. 19,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

  -- The credit enhancement provided to each class of notes    
     through the subordination of cash flows to the more junior
     classes and reference shares;

  -- The transaction's cash flow structure, which was subjected   
     to various stresses requested by Standard & Poor's;

  -- The collateral manager's experience; and

  -- The transaction's legal structure, including the issuer's  
     bankruptcy remoteness.
        
                 Preliminary Ratings Assigned

           Greenbriar CLO Ltd./Greenbriar CLO Corp.
   
   Class                     Rating              Amount
   -----                     ------              ------
    A                        AAA              $730,000,000
    B                        AA               $60,000,000
    C                        A                $50,000,000
    D                        BBB              $40,000,000
    E                        BB               $40,000,000
    Preference shares        NR               $80,000,000
   
                         NR - Not rated.


HARRAH'S ENT: Gets Pa. Gaming Board's OK on Apollo/TPG Merger
-------------------------------------------------------------
Harrah's Entertainment Inc. received approval from the
Pennsylvania Gaming Control Board for the proposed acquisition of
Harrah's by affiliates of Apollo Management L.P. and TPG Capital.

The transaction remains subject to approval by other jurisdictions
in which Harrah's subsidiaries operate and other conditions to
closing set forth in the agreement and plan of merger entered into
on Dec. 19, 2006. Harrah's expects the transaction to close in
early 2008.

                 About Apollo Management L.P.

Based in New York, Apollo Management L.P. is a private equity L.P.
firm, founded in 1990 by Leon Black.  It also has offices in Los
Angeles and London.  It has invested over $16 billion in companies
inside and outside the of the United States.

                        About TPG Capital

Headquartered in Fort Worth, Texas, TPG Capital, also known as
Texas Pacific Group -- http://www.texaspacificgroup.com/-- has       
staked its claim on the buyout frontier.  The company, which does
not get involved in the day-to-day operations of the companies in
which it invests, usually holds onto an investment for at least
five years, although consistent moneymakers may be kept
indefinitely.

                  About Harrah's Entertainment

Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc.(NYSE: HET) -- http://www.harrahs.com/-- has grown through        
development of new properties, expansions and acquisitions, and
now owns or manages casino resorts on four continents and hosts
over 100 million visitors per year.  The company's properties
operate under the Harrah's, Caesars and Horseshoe brand names;
Harrah's also owns the London Clubs International family of
casinos and the World Series of Poker. Harrah's also owns the
London Clubs International family of casinos.

                          *     *     *

Harrah's Entertainment Inc. continues to carry Standard & Poor's
"BB" long term foreign and local issuer credit ratings, which were
placed in December 2006.


HEALTH INSURANCE: Fitch Affirms 'BB+' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed the ratings of Health Insurance Plan of
Greater New York.  The Rating Outlook is Stable.

Following a series of mergers and acquisitions in recent years,
Fitch views HIP-NY in context of the larger group now owned by
EmblemHealth, Inc.  The other primary operations of EmblemHealth
include Group Health, Inc. and Connecticare Inc.  These operations
are all considered core operations, as all provide a significant
share of total revenue.

The ratings favorably consider the organization's leading market
share in the New York metropolitan area.  By holding such a large
market share, the company may be able to leverage its position in
contracting with employers and provider networks.  After weakening
with the acquisition of GHI, consolidated operating company
capital has improved somewhat based on an estimated consolidated
NAIC risk-based capital ratio, which was over 260% at year-end
2006.

Also considered is the company's business profile, which contains
heavy concentration risk.  While this is modestly offset by the
favorable aspects noted above given the company's market leading
share, the company is exposed to economic conditions of the New
York metropolitan area.  Further, the company maintains a very
large exposure to its largest group account-the city of New York's
group health plan.  While Fitch believes the company is well
entrenched in this account, the shear size of this plan creates
exposure to a significant risk, if this account were to leave.  
EmblemHealth is also exposed to the New York Medicaid market,
where it is one of the leading players.  The state's Medicaid
program has been challenged for years, as most insurers lose
money.  Pending changes to this market may improve earnings over
time, though Fitch believes Medicaid and Medicare businesses are
continually exposed to government budgetary pressures.

Despite challenging Medicaid conditions during 2007,
EmblemHealth's overall operations are expected to remain
profitable through for the full year and in 2008, with
underwriting margins in the 1%-2% range or better in Fitch's
estimation.

Fitch believes that overall membership trends will remain level
and the New York City account will remain a long-term client.  
Following last year's affiliation between HIP-NY and GHI,
EmblemHealth is seeking conversion to a for-profit corporation.  
If this were to occur, Fitch will evaluate any potential changes
to the corporate and financial profile.  At this time, material
changes are not anticipated.

Fitch has affirmed these ratings with a Stable Rating Outlook:

Health Insurance Plan of Greater New York

  -- Issuer Default Rating at 'BB+';
  -- Insurer financial strength at 'BBB-'.


HENRICKS JEWELERS: Files for Bankruptcy; To Close Six Stores
------------------------------------------------------------
Henricks Jewelers has filed for bankruptcy and will shut down six
stores in Bonita Springs, Naples, Sarasota, and Alaska on an
unknown date, Mark S. Krzos of The News-Press reports, citing
chief executive officer Kevin Waters.

The store at Bonita, which started in 1982, had previously said
that it is closing down operations the day following Thanksgiving,
News-Press relates, citing Mr. Waters.

According to Mr. Waters, the company was forced to shut down and
liquidate assets after its creditor in New England accelerated its
loan payments, News-Press says.

The sale has been "phenomenal," Mr. Waters told News-Press.

Bonita Springs, Florida-based Henricks Jewelers --
http://www.henricksjewelry.com/-- is a manufacturing jeweler in  
Southwest Florida.  It was originally opened in Bonita Springs,
Florida in 1982 by Henry Grimes and his son Rick Grimes thus
forming the name Henricks.  Over the years the small original
store on Bonita Beach Road, evolved into its third and current
location that houses nearly 12,000 flagship stores.  In April
2003, Rick joined forces with Luxury Ventures LLC and investment
partners Kevin Waters, CEO and Patrick Hopper, CFO.


HIGDON FURNITURE: Court Approves Coman C. Leonard as Accountant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Florida gave Higdon
Furniture Company authority to employ Coman C. Leonard, III as its
accountant.

Mr. Leonard is expected to:

     (a) assist the Debtor as may be necessary on a day to day
         basis in connection with the management of Debtor's
         finances;

     (b) assist the Debtor and counsel for Debtor in connection
         with the development and implementation of budgetary
         matters and to appear as necessary and appropriate in
         Court proceedings as Debtor's representative in which
         the appearance or testimony of Debtor is required;

     (c) perform any and all other accounting services for the
         Debtor, to include assisting Debtor's bankruptcy
         counsel in connection with the development and
         implementation of Debtor's Chapter 11 plan of
         reorganization.

The Debtor agreed to pay Mr. Leonard a retainer amount of $5,000
and hourly fees at a rate not to exceed $200 per hour for services
rendered, plus expenses incurred.

To the best of the Debtor's knowledge, Mr. Leonard does not hold
or represent any interest adverse to the Debtor's estate and is
"disinterested person" as that term is defined in Section 101(14)
of the U.S. Bankruptcy Code.

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).  
C. Edwin Rude, Jr., Esq., represents the Debtor in its
restructuring efforts.  The Debtor's schedules disclose total
assets of $11,039,750 and total liabilities of $10,007,737.


HOVNANIAN ENTREPRISES: Moody's Puts All Ratings Under Review
------------------------------------------------------------
Moody's Investors Service placed all of the ratings of Hovnanian
Enterprises, Inc. under review for downgrade, including its
corporate family rating of Ba3, senior unsecured notes rating of
Ba3, senior sub debt rating of B2, and trust preferred stock
rating of B2.

The review will focus on Hovnanian's ability to obtain long-term
covenant relief, not just for its tripping of certain covenants in
its just ended October quarter but, more importantly, for the
continued pressures it will face in the coming year on interest
coverage, minimum tangible net worth, and debt leverage.  More
broadly, the review will concentrate on Hovnanian's ability to
achieve sizable and consistent actual inventory reduction, which
would then permit the company to begin generating substantial
positive cash flow on a trailing twelve-month basis.  Finally, the
review will center on Hovnanian's ability to scale its operating
costs and debt structure to conform with its shrunken revenue run
rate and fleeting earnings.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses.  Revenues and pretax income for fiscal year 2007,
ended October 31, 2007 were $4.8 billion and $(647) million,
respectively.


HYDRAULIC TECHNOLOGIES: Committee Hires Buckely King as Counsel
---------------------------------------------------------------
The Honorable Russ Kendig of the United States Bankruptcy Court
for the Northern District of Ohio gave the Official Committee of
Unsecured Creditors of Hydraulic Technologies Inc. and its debtor-
affiliates' bankruptcy cases, permission to retain Buckley King
LPA as its counsel.

The Creditors Committee is currently composed of: ESP
International; D.A. International Casting Co.; Spuncast Inc.;
Integrated Hydraulics Inc.; Griffin Industries Corp.; Youngers and
Sons Manufacturing Co. Inc.; and R.G. Smith of Mansfield Inc.

As the Committee's counsel, Buckley King is expected to:

   a) advise the Committee of its rights, powers and duties;
  
   b) advise the Committee concerning actions that might take;

   c) prepare on behalf of the Committee all necessary and
      appropriate applications, motions, pleadings, draft orders,
      notices, schedules and other documents, and reviewing all  
      financial and other reports to be filed in the Debtors'
      Chapter 11 cases;

   d) advise the Committee in connection with any proposed sale of
      the Debtors' assets;

   e) represent the Committee in meetings, hearings, and
      negotiations with respect to the Debtors' Chapter 11 cases;

   f) counsel the Committee in connection with the Debtors'
      formulation, negotiation, and promulgation of a paln of
      reorganization or liquidation and related documents; and

   g) peform all other legal services for and on behalf of the
      Committee which may be necessary or appropriate in the
      representation of the Committee in the Debtors' Chapter 11
      cases.

The firm's professioanls and their compensation rates are:

      Attorneys                      Hourly Rates
      ---------                      ------------
      Harry W. Greenfield, Esq.          $375
      Jeffrey C. Toole, Esq.             $275
      Dov Y. Frankel, Esq.               $225

Harry W. Greenfield, Esq., an attorney of the firm, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Galion, Ohio, Hydraulic Technologies (Holdings),
Inc. -- http://www.hydraulic-tech.com/-- produces cylinders,  
utilized in numerous applications and markets, through their flow
line areas, as well as their custom cylinder work center.  The
company and its affiliate, Hydraulic Technologies Inc., filed for
Chapter 11 protetcion July 3, 2007 (Bankr. N.D. Ohio Lead Case No.
07-61949).  Sean D. Malloy, Esq., at McDonald Hopkins, L.L.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection against their creditors, it listed
assets and debts between $1 million and $100 million.


INNOVATIVE COMM: Provides Positive Reorganization Developments
--------------------------------------------------------------
After years of legal wrangling, significant progress has been made
in the reorganization and restructuring of Innovative
Communication Corporation in the U.S. Virgin Islands.  These are
positive developments that will help to satisfy ICC's creditors,
including Rural Telephone Finance Cooperative, which is a managed
affiliate of National Rural Utilities Cooperative Finance
Corporation.

As reported in the Troubled Company Reporter on Sept. 14, 2007,
the Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania appointed Trustee Stan
Springel to oversee the reorganization of the ICC enterprise.  
This fall, she appointed James Carroll to oversee the personal
bankruptcy of Jeffrey Prosser.  There has been significant
positive progress on both fronts since these trustees assumed
control.

"Judge Fitzgerald's appointment of appropriate oversight
mechanisms in these cases has made all the difference in our
ability to understand what has been happening behind the scenes at
Innovative," Sheldon C. Petersen, CEO of both NRUCFC and RTFC,
said.  "We are now receiving accurate financial reports and the
openness and transparency are a welcome change.  The trustees are
also providing much-needed fiscal management to minimize and
eliminate leakages from the bankruptcy estates, which will allow
us to resolve this longstanding and difficult situation."

On the ICC front, Trustee Springel has disclosed that no rank-and-
file employee layoffs are planned, though he has made significant
management changes, including the dismissal of Prosser and his
long-time directors and officers.  A new board of directors has
been named at Innovative Telephone, which has installed a new
management team led by E. Clarke Garnett.

"Mr. Garnett has hands-on experience with rehabilitating telecom
companies that will allow him to reaffirm the company's commitment
to its employees, high-quality customer service and building a
stronger ICC," NRUCFC and RTFC CFO Steven Lilly stated.

"Throughout this difficult process," Mr. Lilly continued, "NRUCFC
and RTFC have been resolute and patient in their efforts to be
repaid and have remained unwavering in their underlying mission to
provide capital for rural infrastructure.  We believe in and
support the work of Trustee Springel and his management team,
which will make ICC better able to serve its employees and
customers in the Virgin Islands."

"All of these developments are good news for the residents of the
Virgin Islands," former Senator Roosevelt David, who has been
working with NRUCFC and RTFC in the Virgin Islands since last
August, said.  "New management is changing the way that ICC does
business.  This new leadership, along with NRUCFC and RTFC, has
pledged to work to make the company stronger and to provide
excellent telecommunications service in the Virgin Islands.  As
they continue their work, I would ask for patience from the
residents of the Virgin Islands."

                      About RTFC and NRUCFC

Rural Telephone Finance Cooperative is a not-for-profit finance
cooperative that serves the financial needs of the rural
telecommunications industry.  RTFC has approximately $2 billion in
credit outstanding to its rural telecommunications members and
their affiliates and is a managed affiliate of the National Rural
Utilities Cooperative Finance Corporation.  NRUCFC is a not-for-
profit finance cooperative that serves the nation's rural utility
systems, the majority of which are electric cooperatives and their
subsidiaries.  With more than $18 billion in assets, NRUCFC
provides its member-owners with an assured source of low-cost
capital and state-of-the-art financial products and services.

Both NRUCFC and RTFC are headquartered in Herndon, Virginia.

                 About Innovative Communication

Based in Christiansted, St. Croix, U.S. Virgin Islands, Innovative
Communication Corporation is telecommunications and media company
with extensive holdings throughout the Caribbean basin.  The
company's operations are in Belize, British Virgin Islands,
Guadeloupe, Martinique, Saint-Martin, Sint Maarten, U.S. Virgin
Islands and France and include local, long distance and cellular
telephone companies, Internet access providers, cable television
companies, business systems, and The Virgin Islands Daily News, a
Pulitzer Prize-winning newspaper.

On Feb. 10, 2006, creditors Greenlight Capital Qualified, L.P.,
Greenlight Capital, L.P., and Greenlight Capital Offshore, Ltd.,
filed involuntary chapter 11 petition againsts Innovative
Communication Company LLC and Emerging Communications, Inc., and
Jeffrey J. Prosser, the company's principal (Bankr. D. Del. Case
Nos. 06-10133 through 06-10135).  The Greenlight creditors
disclosed $18,780,614 in total claims.

On July 31, 2006, Innovative LLC, Emerging, and Mr. Prosser, filed
voluntary chapter 11 petitions (Bankr. D. V.I. Case Nos. 06-30007
through 06-30009).  Pursuant to Rule 1003-1 of the Local
Bankruptcy Rules of the District Court of the Virgin Islands,
Bankruptcy Division, Mr. Prosser, and Bobby Lubana, were
designated as the individuals who are the principal operating
officers of the alleged debtor.  On Dec. 14, 2006, the Delaware
Bankruptcy Court entered an order transferring the venue of the
involuntary bankruptcy cases transferring to the U.S. District
Court for the District of the Virgin Islands, Bankruptcy Division.

On July 5, 2007, the Greenlight creditors filed an involuntary
chapter 11 petition against Innovative Communication Corporation
(Bankr. D. V.I. Case No. 07-30012).  The creditors disclosed total
aggregate claims of $56,341,843.  Matthew J. Duensing, Esq., and
Richard H. Dollison, Esq., at Stryker, Duensing, Casner &
Dollison, and Matthew P. Ward, Esq., at Skadden Arps Slate Meagher
& Flom LLP, represent the creditors.

Stan Springel of Alvarez & Marsal, the Court-appointed chapter 11
trustee, is represented by Andrew Kamensky, Esq., Hunton &
Williams.


INPHONIC INC: Sells Substantially All Assets for $50 Million
------------------------------------------------------------
The Honorable Kevin Gross of the United States Bankruptcy Court
for the District of Delaware granted InPhonic Inc. and its debtor-
affiliates to sell substantially all of their assets to Adeptio
INPC Funding LLC for $50,000,000 free and clear of interests and
liens.

Adeptio is the acquisition vehicle set up by Versa Capital
Management.

"The approval marks a new beginning for InPhonic," Andy Zeinfeld,
CEO of InPhonic, said.  "We are very excited about the Court
approving our sale to Versa.  With the sale, we are now able to
focus on growing our business, preserving our leadership in the
market, achieving profitability, and strengthening our
relationships with our marketing and carrier partners.  The sale
to Versa along with our new direction and operating focus serves
the best long-term interest of InPhonic, as well as our customers,
partners, vendors and employees.  Everyone at InPhonic has worked
intensely to retool the organization into one engineered for
stability and profitable growth.  This is a new day for InPhonic."

"We were pleased to receive court approval in connection with our
proposed acquisition of InPhonic's assets," Gregory L. Segall,
Managing Partner of Versa Capital Management, said.  "We believe
the business holds great promise.  I look forward to working with
Andy Zeinfeld and his management team as they complete the
upcoming transition and closing, and return their full focus to
executing the newly restructured and viable business plan in
concert with their critical carrier, supplier and marketing
partners to achieve the great potential held by InPhonic's 'best
in class' technology and infrastructure in the wireless retail
business."

As reported in the Trouble Company Reporter on Nov. 12, 2007, the
Debtor filed for bankruptcy to implement an agreement selling
substantially all of its asset to an affiliate of Versa Capital.
Versa Capital is also the Debtors' debtor-in-possession financing
lender.

The Debtors relate to the Court that Adeptio has acquired all the
rights of the lenders' under the senior credit agreement, and
purchased all of its right, title and interest.  Consequently,
the Debtor entered into an agreement with Adeptio to instead
purchase all of their assets.

Adeptio, however, made clear to the Debtors that it is unwilling
to either advance additional funding or consumate the agreement,
outside of a Chapter 11 proceeding due to reasons stated in the
open Court.

The Debtors said that they have struggled with their debt
obligations and unable to maintain regular service on their long-
term debt, thus, the urgent need for an immediate sale is needed
to maximize and preserve the value of their assets.

The Debtors further say that, although, the DIP loan allows them
to continue to operate their business; But the Debtors believe
that the sale is the only viable solution to increase, among other
things, inventory and cash.

The Debtors' board of directors assures the Court that the sale
is in the best interest of the Debtors' creditors and its
subsidiaries.

Goldsmith, Agio, Helms Securties Inc. assists in the marketing
process of the Debtors' assets.

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

The company and its debtor-affiliates filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. D. Del. Case Nos. 07-11666 to
07-11673).  Mary E. Augustine, Esq., and Neil B. Glassman, Esq.,
at The Bayard Firm, in Wilmington, Delaware, represent the
Debtors.  The Debtors selected BMC Group Inc. as their claims,
noticing and balloting agent.  The United States Trustee for
Region 3 appointed five creditors to serve on an Official
Committee of Unsecured Creditors in the Debtors' cases.  Kurt F.
Gwynne, Esq., and Robert P. Simons, Esq., at Reed Smith LLP,
represent the Committee.

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


INTERGRAPH CORP: Moody's Upgrades B1 Loan Rating to Ba3
-------------------------------------------------------
Moody's Investors Service upgraded the ratings for the first lien
loan of Intergraph Corporation to Ba3 from B1 and second lien term
loan to B3 from Caa1 due to changes in the company's capital
structure arising from the reduction of debt.  The corporate
family rating remains unchanged at B2 with a stable outlook.  For
the first nine months of 2007, the company had a net debt pay down
of approximately $78 million primarily against the $420 million
first lien term loan.  In addition to the first lien term loan,
the company currently has an undrawn $75 million first lien
revolver, $200 million in second lien term loans, and an un-rated,
non-recourse collateralized mortgage backed note.  This structural
change impacts the individual tranches of debt based on Moody's
Loss Given Default methodology as well as new LGD assessments.

* These ratings have been changed:

  -- $75 million Senior Secured Revolving Credit Facility, to
      Ba3, LGD2, 26% from B1

  -- $352 million Senior Secured First Lien, to Ba3, LGD2, 26%  
     from B1

  -- $200 million Senior Secured Second Lien, to B3, LGD5, 72%
     from Caa1

* These ratings are unchanged:

  -- Corporate family rating, B2
  -- Probability of default, B2
  -- Outlook, stable

Intergraph Corporation, with revenues of $677 million for the
twelve months ended Sept. 30, 2007, is a market leader in
producing spatial information management software for multiple
industries.  In November 2006, the company was acquired by a
consortium of private equity investors including Hellman &
Friedman LLC, Texas Pacific Group, and JMI Equity for
$1.3 billion.  The company is headquartered in Huntsville,
Alabama.


ISLAND INVESTMENTS III: Involuntary Chapter 11 Case Summary
-----------------------------------------------------------
Alleged Debtor: Island Investments III, L.L.C.
                813 Downtowner Boulevard, Suite D
                Mobile, AL 36609

Case Number: 07-13836

Involuntary Petition Date: December 20, 2007

Court: Southern District of Alabama (Mobile)

Petitioner's Counsel: Jeffery J. Hartley, Esq.
                      P.O. BOX 2767
                      Mobile, AL 36652-2767
                      Tel: (251) 432-5521
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Joe B. Byrum                   loan or mortgage     $3,534,754
1055 Hillcrest Road Suite C-3
Mobile, AL 36695

J.B.M. IV Investments, L.L.C.  loan or mortgage     $3,534,754
3675 A Government Street
Mobile, AL 36693

Jesmic Investments, L.L.C.     loan or mortgage     $3,534,754
3675 A Government Street
Mobile, AL 36693


JOHN HENSLEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: John A. Hensley, Jr.
        Joanne M. Hensley
        11 Yorktown Court
        Front Royal, VA 22630-4269

Bankruptcy Case No.: 07-50941

Chapter 11 Petition Date: December 19, 2007

Court: Western District of Virginia (Harrisonburg)

Judge: Ross W. Krumm

Debtor's Counsel: William L. Stables, Jr., Esq.
                  57 South Main Street, Suite 209
                  Harrisonburg, VA 22801
                  Tel: (540) 434-0337

Estimated Assets:        Less than $50,000

Estimated Debts: $1 Million to $10 Million

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


JOHNSON RUBBER: Gets Initial OK to Use JPMorgan's $10MM Facility
----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Ohio authorized Johnson Rubber Company Inc. and its debtor-
affiliate, JR Holding Corp., to access, on an interim basis, up to
$10,000,000 in postpetition financing from JPMorgan Chase Bank
N.A.

The Debtors tell the Court that JPMorgan's facility will provide
the necessary liquidity to sustain the operation of their business
and to avoid immediate harm to the estate and their creditors.

Under the DIP agreement, the facility will incur interest rate of
2% plus the greater of (i) the prime rate; or (ii) Federal Funds
effective rate plus 0.5%.  The facility will mature on March 31,
2008.

As adequate protection, the Debtors grant the DIP lender:

   a) senior liens in postpetition accounts receivable and
      inventory;

   b) junior liens in prepetition property subject to valid        
      prepetition lien; and

   c) superpriority claim over all administrative claims,
      except carve-out, of the Debtors.

Additionally, the DIP lender will be entitled to:

   a) retain priority of prepetition liens and prepetition
      collateral;

   b) collect prepetition accounts receivable and proceeds of
      declared inventory and apply to prepetiton indebtedness;
      and

   c) monthly cash payment of $100,000.

Headquartered in Middlefield, Ohio, Johnson Rubber Company Inc. --
http://www.johnsonrubber.com/-- designs, develops and  
manufactures polymer components.  The company filed for Chapter 11
protection on December 11, 2007 (Bankr. N.D. Ohio Case No. 07-
19391).  The Debtor selected William I Kohn, Esq., at Benesch
Friedlander Coplan & Aronoff LLP, as its counsel.  The U.S.
Trustee for Region 9 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors in the Debtor's case.  
When the Debtor filed for protection against its creditors, it
listed total assets at $15,346,607 and total debts at $19,869,931.


JOHNSON RUBBER: Hires Donlin Recano as Claims and Balloting Agent
-----------------------------------------------------------------
Johnson Rubber Company Inc. and its debtor-affiliate, JR Holding
Corp., obtained authority from the United States Bankruptcy Court
for the Northern District of Ohio to employ Donlin Recano &
Company Inc. as their claims, notice, and balloting agent.

Donlin Recano is expected to:

   a) notify all potential creditors of the filing of the Debtors'
      bankruptcy petitions and of the seeting of the first meeting
      of creditors, pursuant to Bankruptcy Code Section 341, under
      the proper provisions of the Bankruptcy Code and the
      Bankruptcy Rules;

   b) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs
      listing the Debtors' known creditors and the amounts owed;

   c) notify all potential creditors of the existince and amount
      of their respective claims, as evidenced by the Debotrs'
      books and records and as set forth in their schedules;

   d) furnish a notice of the last day for the filing of proofs of
      claim and a form for the filing of a proof of claim, after
      such notice and form are approved by this Court;

   e) file with the clerk and affadivit or certificate of service
      which includes a copy of the notice, a list of person to
      whom it was mailed, and the date the notice was mailed,
      within 10 days of service;

   f) docket all claims received, maintain the official claims
      registers for each of the Debtors on behalf of the clerk,
      and provide the clerk certified duplicate unofficial claims
      registers on a monthly basis, unless otherwise directed;

   g) specify, in the applicable claims register, these
      information for each claim docketed:

      -- claim number assigned;

      -- date received;

      -- name and address of the claimant of the claim, if
         applicable, who filed the claim;

      -- filed amount of the claim, if liquidated; and

      -- classification of the claim according to the proof of
         claim;

   h) record all transfers of claims and provide any notices of
      the transfers required by Bankruptcy Rule 3001;

   i) make changes in the claims register pursuant to Court
      order;

   j) upon completion of the docketing process for all claims
      received to date by the clerk's office, turn over to the
      clerk copies of the claims registers for the clerl's review;

   l) maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list shall
      be available upon request by a part-in-interest or the
      clerk;

   m) assist with, among other things, solicitation, calculation,
      and tabulation of votes and distribution, as required in
      furtherance of confirmation of the plan;

   n) provide and maintain a website where parties can view claims
      filed, status of claims, and pleadings or other documents
      filed with the Court by the Debtors;

   o) 30 days prior to the close of these cases, an order
      dismissing the firm would be submitted terminating its
      service upon completion of its duties and responsibilities
      and upon the closing of these cases; and

   p) at the close of the case, box and transport all original
      documents in proper format, as provided by the clerk's
      office, to the Federal Records Center.

The firm's professionals and their compensation rates are:

      Designation                       Hourly Rates
      -----------                       ------------
      Attorneys                          $200-$250
      Consultants                        $200-$250
      Bankruptcy Consultants             $130-$195   
      IT Programming Consultants         $115-$135

      Data Input/Clerical                   $35
      Administrative Project Specialist     $65

Louis A. Recano, a principal of the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

Mr. Recanon can be reached at:

      Louis A. Recanon
      Donlin Recano & Company, Inc.
      419 Park Avenue South
      New York, New York 10016
      Tel: (212) 481-1411
      Fax: (212) 481-1416
      http://donlinrecano.com/

Headquatered in Middlefield, Ohio, Johnson Rubber Company Inc. --
http://www.johnsonrubber.com/-- designs, develops and  
manufactures polymer components.  The company filed for Chapter 11
protection on December 11, 2007 (Bankr. N.D. Ohio Case No. 07-
19391).  The Debtor selected William I Kohn, Esq., at Benesch
Friedlander Coplan & Aronoff LLP, as its counsel.  The U.S.
Trustee for Region 9 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors in the Debtor's case.  
When the Debtor filed for protection against its creditors, it
listed total assets at $15,346,607 and total debts at $19,869,931.


JOHNSON RUBBER: Wants To Access CIT Group's Cash Collateral
-----------------------------------------------------------
Johnson Rubber Company Inc. and its debtor-affiliate, JR Holding
Corp., ask the United States Bankruptcy Court for the Northern
District of Ohio for authority to use CIT Group/Business Credit's
cash collateral.

The Debtors tell the Court that the proceeds of CIT Group's cash
collateral will be used to protect the Debtors' operation.

The Debtors confirm before the Court that the asserted liens and
security interest of CIT Group are valid and duly perfected on all
of the real and personal property of the Debtors as of Dec. 11,
2007.

The Debtors, as adequate protection, intend to provide CIT Group
with:

   a) a monthly cash payment in the amount of $100,000;

   b) payments arising from the Debtors' purchase of released
      inventory;

   c) payments received on the prepetition accounts receivable;   
      and

   d) a replacement lien on the prepetition collateral.

The Debtors also ask the Court that CIT Group be provided relief
from the automatic stay as of the Debtors' bankruptcy filing, to
use the proceeds of the preptiton accounts receivable and released
inventory.

Headquatered in Middlefield, Ohio, Johnson Rubber Company Inc. --
http://www.johnsonrubber.com/-- designs, develops and  
manufactures polymer components.  The company filed for Chapter 11
protection on December 11, 2007 (Bankr. N.D. Ohio Case No. 07-
19391).  The Debtor selected William I Kohn, Esq., at Benesch
Friedlander Coplan & Aronoff LLP, as its counsel.  The U.S.
Trustee for Region 9 has not appointed creditors to serve on an
Official Committee of Unsecured Creditors in the Debtor's case.  
When the Debtor filed for protection against its creditors, it
listed total assets at $15,346,607 and total debts at $19,869,931.


JPMCC 2005-LDP5: Stable Performance Cues Fitch to Hold Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed JPMCC 2005-LDP5 commercial mortgage
pass-through certificates as:

  -- $221.2 million class A-1 at 'AAA';
  -- $200 million class A-2FL at 'AAA';
  -- $297.5 million class A-2 at 'AAA';
  -- $171.5 million class A-3 at 'AAA';
  -- $1,395.9 million class A-4 at 'AAA';
  -- $169.5 million class A-SB at 'AAA';
  -- $451.5 million class A-1A at 'AAA';
  -- Interest only class X-1 at 'AAA';
  -- Interest only class X-2 at 'AAA';
  -- $419.7 million class A-M at 'AAA';
  -- $299 million class A-J at 'AAA';
  -- $26.2 million class B at 'AA+';
  -- $73.4 million class C at 'AA';
  -- $42 million class D at 'AA-';
  -- $21 million class E at 'A+';
  -- $52.5 million class F at 'A';
  -- $36.7 million class G at 'A-';
  -- $52.5 million class H at 'BBB+';
  -- $42 million class J at 'BBB';
  -- $63 million class K at 'BBB-';
  -- $26.2 million class L at 'BB+';
  -- $15.7 million class M at 'BB';
  -- $15.7 million class N at 'BB-';
  -- $5.2 million class O at 'B+';
  -- $5.2 million class P at 'B';
  -- $10.5 million class Q at 'B-'.

Fitch does not rate the $51.6 million NR or HG-1 through HG-5
classes.

The rating affirmations reflect stable transaction performance and
minimal paydown since issuance.  As of the December 2007
distribution date, the pool's aggregate certificate balance
decreased 0.7% to $4.3 billion from $4.33 billion at issuance.

Currently one loan (0.1%) is in special servicing which is secured
by a 73,341 square foot retail property in Three Rivers, Michigan.  
The loan was transferred to the special servicer due to a monetary
default and is currently 90+ days delinquent.  The special
servicer is pursuing foreclosure.  Current appraisal value
indicates losses upon liquidation of the loan which are expected
to be absorbed by the non-rated class NR.

Fitch reviewed the three shadow-rated loans: Brookdale Office
Portfolio (8.1%), Houston Galleria (7%) and Jordan Creek (4.1%).  
All loans maintain their investment grade shadow ratings due to
their stable performance since issuance.

Brookdale Office Portfolio is secured by twenty-one office
buildings totaling 3.1 million sf located in various states.  The
loan consists of an A note and a B note, with only the A note in
the trust.  As of July 2007, the weighted average portfolio
occupancy remained relatively stable at 81.3% compared to 84.1% at
issuance.  The loan has a five-year interest only period followed
by 30-year amortization and is scheduled to mature in September
2015.

Houston Galleria is secured by a 1.3 million sf retail property
located in Houston, Texas.  The whole loan consists of A-1,
A-2, B and C notes, with only the A-1 note in the pooled trust.  
The C note collateralizes the HG classes which are not rated by
Fitch.  As of December 2007, occupancy remained relatively stable
at 87% compared to 89.5% at issuance.  The loan is interest only
and is scheduled to mature in December 2015.

Jordan Creek is secured by a 939,085 sf retail property in West
Des Moines, Iowa.  The loan consists of an A note and a B note,
with only the A note in the trust.  As of September 2007,
occupancy has increased significantly to 98% from 85.9% at
issuance.  The loan has a 30-year amortization schedule and
matures in March 2009.


KIMBALL SQUARE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Kimball Square, Ltd.
        1124 Rutland Drive
        Austin, TX 78758

Bankruptcy Case No.: 07-12360

Chapter 11 Petition Date: December 18, 2007

Court: Western District of Texas (Austin)

Debtor's Counsel: Gray Byron Jolink, Esq.
                  4131 Spicewood Springs Road, Building C-8
                  Austin, TX 78759
                  Tel: (512) 346-7717
                  Fax: (512) 346-7714

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


KINGSWAY FINANCIAL: S&P Lowers Credit and Debt Ratings to BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its senior unsecured
and long-term counterparty credit ratings on Toronto-based
Kingsway Financial Services Inc. to 'BB+' from 'BBB-'.  S&P also
lowered the debt ratings on Kingsway's subsidiaries to 'BB+' from
'BBB-'.  The outlook is negative.
     
The downgrade follows Kingsway's announcement that its lead U.S.
operating company, Lincoln General Insurance Co. would be taking
another unfavorable reserve adjustment for between $95 million and
$125 million (all reserve adjustments quoted on a pretax basis).

"The negative outlook reflects the uncertainty that Kingsway has
come to the end of its reserve adjustments, and also reflects the
reduced level of financial flexibility that the company has given
the decline in its net income," said Standard & Poor's credit
analyst Mr. Donald Chu.
     
The total increase in net estimates for unpaid claims occurring in
prior periods for Lincoln General, including the announcement,
were $76 million in 2006 and $178 million-$208 million in 2007.  
These adjustments continue to be attributed primarily to the
trucking and general liability lines of Lincoln General.  
Partially offsetting these unfavorable reserve developments were
the $12 million and $35 million in reserve releases that were
recognized elsewhere within the Kingsway group during 2006 and
2007.    
     
While Kingsway has demonstrated the capacity to absorb these
reserve adjustments for the most part without dipping into its
consolidated capital, and has continued to maintain solid capital
ratios, it is the ongoing reserve adjustments at Lincoln General
and the lack of definitive proof that these issues are now behind
the firm that raise continued concerns over the quality of
governance, senior management oversight, and enterprise risk
management within its U.S. operations.

This lingering uncertainty remains the primary rationale for the
downgrade.  Senior management is aware of these issues, and
continues to take steps to address them.  Following this rating
action, notionally the ratings on the group's major operating
companies would still be in the investment-grade category.
     
The negative outlook reflects the uncertainty around the level of
Kingsway's reserves at Lincoln, and also reflects the company's
reduced level of financial flexibility given the decline in its
net income.  If Kingsway is able to demonstrate stability around
its reserves, earnings, and capital, S&P could revise the outlook
to stable within the next 12 months.  Further negative news could
lead to a one notch downgrade.

It remains our belief that Kingsway will continue to maintain its
strong or leading market position in the nonstandard auto,
trucking, and motorcycle insurance market; its conservative
investment portfolio; and relatively strong capital adequacy
ratios.  

As both the U.S. and Canadian markets continue to soften, premium
growth will be challenged, as the company has indicated that it
would be willing to give up market share to defend its operating
margins.  To restore the previous ratings, Kingsway will need to
improve its ERM score from Standard & Poor's to adequate, from
weak and improve the quality and consistency in its earnings.  

For the current rating, Standard & Poor's expects Kingsway to
maintain a leverage ratio of less than 40%, a hybrid-to-total
capital ratio of less than 15%, a fixed-charge coverage ratio of
4x or better, and a consolidated combined ratio of between 100%-
102%.  Double leverage should be maintained at less than 125%.


LANDRY'S RESTAURANTS: High Leverage Cues Moody's to Affirm Ratings
------------------------------------------------------------------
Moody's Investors Service confirmed all debt ratings for Landry's
Restaurants Inc. and assigns a negative outlook.

* Ratings withdrawn are:

   -- $150 million senior secured term loan B, due Dec 28, 2010,  
      Ba2, 7%,LGD1

* Ratings confirmed are:

    -- Corporate family rating rated B2

    -- Probability of default rating of B2

    -- $300 million senior secured revolving credit facility, due
       Dec. 28, 2009, Ba2, 14%, LGD2 (previously 7%, LGD1)

    -- $400 million, guaranteed senior global notes, due Dec. 15,          
       2014, B3, 75%, LGD5 (previously 70%, LGD5)

    -- Speculative grade liquidity rating is SGL-4

The B2 corporate family rating reflects the company's high
leverage, weak coverage, modest scale and competitive pressures,
in addition to management's adoption of a more aggressive
financial policy, which includes potential acquisitions and the
continued use of Landry's balance sheet to fund initiatives
outside the restricted group of companies.  The ratings also
incorporate the brand value of the various restaurant concepts and
reasonable geographic diversity.

The negative outlook reflects Moody's view that Landry's liquidity
remains weak due to the re-financing risk associated with the
company's $400 million of senior unsecured notes and noteholders
option to redeem the notes at 1% above par from Feb. 28, 2009 to
Dec. 15, 2011.  The outlook also incorporates the company's
inability to maintain effective internal controls over its
financial reporting that has resulted in the reporting of material
weaknesses.

Landry's Restaurants, Inc., headquartered in Houston, Texas, owns
and operates full service casual dining restaurants concepts
including Landry's Seafood House, Rainforest Cafe, The Crab House,
Charley's Crab, The Chart House, and Saltgrass Steak House.  In
addition, Landry's owns and operates the Golden Nugget Hotel and
Casino through a wholly-owned unrestricted subsidiary.  For the
year end Dec. 31, 2006, the company generated revenue of
approximately $869.0 million.


LEVEL 3: Selling Advertising Distribution Unit for $129 Million
---------------------------------------------------------------
Level 3 Communications, Inc. has signed a definitive agreement to
sell the advertising distribution business of Vyvx LLC to DG
FastChannel, Inc.  Vyvx, LLC is a wholly owned subsidiary of Level
3 Communications, LLC.  Under the terms of the agreement, Level 3
will receive total consideration of $129 million payable in cash
at closing. The purchase price is subject to customary working
capital and certain other post-closing adjustments.  Revenue and
Adjusted EBITDA for the Vyvx Services Advertising Distribution
Business for 2007 are expected to be approximately $36 million and
$11 million, respectively.

Level 3 will retain ownership of Vyvx, LLC and its core broadcast
business including all of the Vyvx Services Broadcast Business'
content distribution capabilities.  Level 3 will also retain an
ongoing network services relationship with DG FastChannel,
enabling DG FastChannel to distribute advertising content between
its regional offices.

"We are pleased that we have reached this agreement with DG
FastChannel," Brady Rafuse, president of Level 3's Content Markets
Group, said.  "The Vyvx Services Advertising Distribution Business
is not core to Level 3's strategy as it relies primarily on
satellite and physical dub and ship methods for distribution and
does not utilize the Level 3 network to deliver content to end
destinations. We are focused on services that enable the
distribution of large volumes of content over the Level 3 network.  
Additionally, Level 3's core communications services continue to
grow and represent attractive future growth opportunities.  The
proceeds from the sale of the Vyvx Services Advertising
Distribution Business will be deployed toward opportunities that
are more central to Level 3's communications business."

The sale is subject to regulatory approvals as well as certain
other customary closing conditions, and is expected to close in
the first quarter of 2008.

Headquartered in Broomfield, Colorado, Level 3 Communications Inc.
(Nasdaq: LVLT) -- http://www.level3.com/-- is an international   
communications company.  The company provides a comprehensive
suite of services over its broadband fiber optic network including
Internet Protocol services, broadband transport and infrastructure
services, colocation services, voice services and voice over IP
services.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 28, 2007,
Fitch has upgraded Level 3 Communications, Inc. and its wholly
owned subsidiary Level 3 Financing, Inc.'s Issuer Default Rating
to 'B-' from 'CCC'.


LIONEL LLC: Obtains Bridge Order Extending Exclusive Periods
------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court approved
the request of Lionel LLC and its debtor-affiliate, Liontech
Company, for a bridge order extending the Debtors exclusive period
to file a chapter 11 plan and solicit acceptances of that plan.

Judge Lifland ruled that the Debtors' exclusive periods are
extended until such time as the Court has entered an order
determining the relief requested in the Motion.  Judge Lifland has
scheduled a hearing on Jan. 10, 2008 at 10:00 a.m.

As previously reported in the Troubled Company Reporter, the Court
extended the Debtors exclusive period to file a chapter 11 plan to
Dec. 17, 2007.  This was the Debtors sixth extension of their
exclusive periods.

In their seventh request for an extension, the Debtors asked that
the their exclusive periods to:

   * file a chapter 11 plan to March 31, 2008,
   * solicit acceptances of that plan to May 30, 2008.

The Debtors said that although they have filed the Plan,
outstanding contingencies to the Plan's confirmation, namely
obtaining an exit financing, requires an additional extension of
the exclusive periods.

                        About Lionel LLC

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- markets model train products, including    
steam and die engines, rolling stock, operating and non-operating
accessories, track, transformers and electronic control devices.
The Company and its affiliate, Liontech Company, filed for chapter
11 protection on Nov. 15, 2004 (Bankr. S.D.N.Y. Case Nos.
04-17324 and 04-17324).  Adam C. Harris, Esq., Abbey Walsh, Esq.,
and Adam L. Hirsch, Esq., at Schulte Roth & Zabel LLP; Dale
Cendali, Esq., at O'Melveny & Myers LLP; and Ronald L. Rose, Esq.,
at Dykema Gossett PLLC, represent the Debtors.  Houlihan Lokey
Howard & Zukin Capital, L.P. and Ernst & Young LLP are the
Debtors' financial advisors.  Kurtzman Carson Consultants LLC acts
as the Debtors' noticing and claims agent.  As of May 31, 2007,
the Debtor disclosed total assets of $39,161,000 and total debts
of $62,667,000.

Alan D. Halperin, Esq., and Robert D. Raicht, Esq., at Halperin
Battaglia Raicht, LLP, represent the Official Committee of
Unsecured Creditors.  FTI Consulting, Inc., is the Committee's
financial advisor.  Alec P. Ostrow, Esq. in New York, represents
Mike's Train House, Inc.


LUKASZ REMIASZ: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Lukasz Remiasz
        5823 South Austin Avenue
        Chicago, IL 60638

Bankruptcy Case No.: 07-23899

Chapter 11 Petition Date: December 19, 2007

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Bert J. Zaczek, Esq.
                  415 North LaSalle Street, Suite 300
                  Chicago, IL 60610
                  Tel: (312) 527-1090
                  Fax: (312) 527-1082

Total Assets: $10,000

Total Debts:  $1,942,900

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
First American Bank            Stock of Mission      $1,020,000
Crowley & Lamb, P.C.           Bay Multisports,
350 North LaSalle Street,      Inc. and Mission
Suite 900                      Bay Ski & Bike,
Chicago, IL 60610              Inc.

William Linneman and           Shares of stock in    $896,000
Valerie Gervai                 Mission Bay
Campion Curran Dunlop & Lamb   Multisports, Inc.
8600 U.S. Highway 14,          
Suite 201
Crystal Lake, IL 60012-2759

I.D.A.P.P.                     student loans         $15,000
21225 Network Place
Chicago, IL 60673-1212

Bank of America                Credit Card           $5,375

Alexian Brothers               medical services      $2,722

Illinois Department of         Damage to             $1,911
Transportation                 property from
                               vehicle accident

Itasca F.P.D.                  ambulance service     $1,185

M.E.A. Elk Grove, L.L.C.                             $536

Elk Grove Radiology            medical services      $170

F.I.A. Card Services           credit card           Unknown

Illinois Department of Revenue Retailer's            Unknown
Springfield, IL 62796-0001     Occupation Tax

Illinois Department of Revenue Withholding tax       Unknown
Springfield, IL 62702

Internal Revenue Service       Withholdig taxes      Unknown

National City Credit Card      credit card           Unknown
                               purchases


LYNN LYTHGOE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Lynn H. Lythgoe, Jr.
        13720 Jarvi Drive
        Anchorage, AK 99515

Bankruptcy Case No.: 07-00658

Chapter 11 Petition Date: December 17, 2007

Court: District of Alaska

Debtor's Counsel: John C. Siemers, Esq.
                  Burr, Pease & Kurtz
                  810 North Street
                  Anchorage, AK 99501
                  Tel: (907) 276-6100

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have any creditors who are not insiders.


MAAX HOLDINGS: Unit Defaults Interest Payment on 9.75% Sr. Notes
----------------------------------------------------------------
MAAX Holdings Inc.'s subsidiary, MAAX Corporation has not made its
interest payment on its outstanding 9.75% senior subordinated
notes due 2012.  The Senior Subordinated Notes Indenture under
which the Notes were issued, provides a thirty day grace period,
which began on Dec. 15, 2007, before such failure to pay interest
constitutes an Event of Default under the Indenture.

The company is engaged in discussions with its stakeholders
regarding strategic alternatives to improve its capital structure
and increase liquidity for general corporate purposes.  The
company has determined it is in its best interests to use the
thirty day grace period provided in the Indenture to continue
these discussions and evaluate whether the company will make its
interest payment under the Notes during such period.

In addition, while it is not known with certainty at this time, it
is likely that the company is in breach of the minimum
consolidated adjusted EBITDA covenant set forth in the Company's
Credit and Guaranty Agreement by a small margin.

Such covenant requires that the company's consolidated adjusted
EBITDA as of Nov. 30, 2007, for the 12-month period then ended be
not less than $33 million.  

If it is determined that the company is in breach of this
covenant, an Event of Default will have occurred under the Credit
Agreement which, if not waived, could lead to an acceleration of
payment demand by the company's senior
creditor.  At this time, the company's senior creditor has not
granted such a waiver.

                     About MAAX Holdings

Headquartered in Brooklyn Park, Minnesota, MAAX Holdings Inc. --
http://www.maax.com/--  is a North American manufacturer of    
bathroom products, and spas for the residential housing market.  
MAAX offerings are available through plumbing wholesalers, bath,
and spa specialty boutiques and home improvement centers.  The
company currently operates 18 manufacturing facilities and
independent distribution centers throughout North America and
Europe.  MAAX Corporation is a subsidiary of Beauceland
Corporation, itself a wholly owned subsidiary of the company.

The company's consolidated balance sheet at Aug. 31, 2007, showed
$507.5 million in total assets, $604.5 million in total
liabilities, and $7.0 million in redeemable preferred stock,
resulting in a $104.0 million total shareholders' deficit.


MAAX HOLDINGS: Interest Payment Default Cues S&P's Default Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on Quebec-based bathroom fixtures manufacturer MAAX
Holdings Inc. and its subsidiary, MAAX Corp., to 'D' from 'CCC-'.  
At the same time, Standard & Poor's lowered its ratings on MAAX
Holdings' senior discount notes and MAAX Corp.'s senior
subordinated notes to 'D' from 'CC'.
     
"The downgrade follows the payment default on the Dec. 15, 2007,
interest payment on MAAX Corp.'s 9.75% senior discount notes
outstanding maturing in 2012," said Standard & Poor's credit
analyst Kevin Hibbert.  The notes provide for a 30-day grace
period, which began Dec. 15, 2007.  "The company is now in
discussions with its lenders and it is unlikely MAAX will make its
interest payments under the notes," Mr. Hibbert added.
     
In addition, the company has stated that it is likely in breach of
covenants under the US$175 million credit facility and the $40
million revolver provided by Brookfield Bridge Lending Fund Inc.,
which would constitute an event of default under the agreement.  
It's unclear whether a breach has occurred and what cures, if any,
the company would seek.


MARCAL PAPER: U.S. Trustee Amends Creditors' Committee Members
--------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, amended
the appointment of the Official Committee of Unsecured Creditors
in Marcal Paper Mills Inc.'s chapter 11 case.

The Creditors Committee is now composed of:

   a) James T. Nicholson
      Ashland Inc.
      5200 Blazer Parkway
      Dublin, OH 43017
      Tel: (614) 790-3009
      Fax: (614) 790-4054

   b) David R. Jury, Esq.
      United Steelworkers
      Five Gateway Center, Room 807
      Pittsburgh, PA 15222
      Tel: (412) 562-2545
      Fax: (412) 562-2429

   c) Cosimo Tristani
      Rapid Processing, LLC
      860 Humboldt Street
      Brooklyn, NY 11222
      Tel: (718) 349-0500
      Fax: (718) 349-8494

   d) Craig L. Klein1
      Redrock Capital Partners, LLC
      475 17TH Street, Suite 544
      Denver, CO 80202
      Tel: (303) 293-8090
      Fax: (303) 293-8089

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

                    About Marcal Paper Mills
    
Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth     
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MBIA INC: Denies Claims of Added Risk Exposure on $30.6 Bil. CDOs
-----------------------------------------------------------------
MBIA Inc. provided an explanation in response to media and other
inquiries received as a result of information the company posted
on Dec. 19, 2007, on its Web site relating to its collateralized
debt obligations exposure.

The company said that the information posted on Dec. 19, 2007,
discloses no additional Multi-Sector CDO exposure.  The
information provides detail on the composition of MBIA's
$30.6 billion Multi-Sector CDO exposure that had previously been
provided in its Operating Supplement.  MBIA discussed its exposure
to CDO transactions with inner CDOs during a conference call for
investors on Aug. 2, 2007.

MBIA said that Standard & Poor's, Moody's and Fitch have confirmed
that this information was provided to them and was taken into
consideration in their recent ratings analyses.  The information
was also made available to Warburg Pincus prior to their entering
into the previously disclosed Investment Agreement, and that
agreement is not affected by this information.

According to MBIA, the additional detail being provided on
Dec. 20, 2007, describes the collateral composition of MBIA's
CDO-Squared transactions for further detail about MBIA's Multi-
Sector CDO portfolio.  MBIA had not previously detailed these
transactions because they contain less than 25% direct U.S. RMBS
collateral.

A copy of the MBIA's CDO-Squared transactions is downloadable for
free at http://ResearchArchives.com/t/s?268e

                       Analysts Shocked

The recent disclosure of MBIA on its CDO exposure have caught
analysts surprised, Bloomberg News reports, citing Ken Zerbe of
Morgan Stanley in New York.

Mr. Zerbe told Bloomberg that they were "shocked" when MBIA failed
to inform how much risk investors are into in connection with its
CDO portfolio.

MBIA had dislcosed that it currently guarantees about $8.1 billion
CDOs, which have high probability of incurring losses, Blomberg
relates.

                           About MBIA

Based in Armonk, New York, MBIA Inc. -- http://www.mbia.com/-- is
a financial guarantor and a leading provider of fixed-
income investment management services. The Company's core business
is credit enhancement of municipal bonds and asset-and mortgage-
backed transactions in the new issue and secondary markets.  The
company holds offices in New York, Denver, San Francisco, Paris,
London, Madrid, Milan, Sydney and Tokyo.


MGM MIRAGE: Earns $183.9 Million in Third Quarter Ended Sept. 30
----------------------------------------------------------------
MGM MIRAGE reported net income of $183.9 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$156.3 million for the corresponding period of 2006.

Net revenues increased 6% to $1.90 billion, compared with net
revenues of $1.80 billion in the same period last year.       
Excluding Beau Rivage, net revenues were up 2%.  

Gaming revenues increased 3%, but decreased 3% excluding Beau
Rivage.  Rooms revenues increased 7% despite having 29,000 less
available rooms on the Las Vegas Strip due primarily to room and
suite remodel activity at Mandalay Bay and Bellagio.

Food and beverage revenues increased 10% as the company's
restaurants and nightclubs continue to experience increased
volumes and the company continues to invest in new restaurants and
nightclubs.  Entertainment revenues increased 13% driven by strong
demand across the company's portfolio of Cirque du Soleil
productions.

The company's operating income increased 11% to $464.6 million.
Operating income was positively impacted by a full quarter of
operations at Beau Rivage, including the Hurricane Katrina
insurance recoveries, and negatively impacted by lower profits
from condominium sales at the Signature at MGM Grand - $12 million
in the 2007 quarter versus $26 million in 2006.  

In addition, operating income was negatively impacted by higher
write-offs, demolition costs and preopening expense - $44 million
in the current quarter versus $6 million in 2006.  Excluding
results at Beau Rivage and the other items above, operating income
decreased 10%, due in large part to higher corporate expense.  
Property EBITDA increased 13% to $705 million; excluding the
impact of the above items, Property EBITDA and the Property EBITDA
margin were consistent with 2006 results.

"Our growth initiatives, including strategic relationships with
Dubai World and Kerzner International, reflect our ability to
leverage our tremendous assets and creative energy to grow the
company," said Terry Lanni, MGM MIRAGE's chairman and chief
executive officer.  "Our all-new MGM Grand Detroit is the clear
market leader right out of the gate.  We are well underway in
creating the most important Las Vegas development ever,
CityCenter, and we believe our MGM Grand Atlantic City project
will have a similarly profound impact on the Atlantic City
market."

"Key volume indicators that we have come to rely on to gauge our
Las Vegas business remain strong.  These metrics suggest continued
growth over the upcoming quarters," said Jim Murren, MGM MIRAGE
president and chief operating officer.  "We have many
opportunities to increase our future profits through initiatives
deployed throughout the remainder of this year and into 2008.  The
opening of our Detroit resort has been a tremendous success and we
are only a couple of months away from opening in Macau.  Both of
these resorts will substantially add to our future cash flows and
earnings."

                        Financial Position

Third quarter capital investments totaled $767 million, which
included $451 million for CityCenter and $140 million for the
permanent MGM Grand Detroit resort.  Remaining capital
expenditures included spending of $61 million on room and suite
remodel projects, primarily at Mandalay Bay and Bellagio,
expenditures for corporate aircraft of $13 million, and
$102 million of other routine capital expenditures on various new
and upgraded amenities at the Company's resorts.

The proceeds of $1.2 billion from the sale of common stock in
October to a subsidiary of Dubai World were used to reduce
outstanding borrowings under the company's senior credit facility.
Following these payments, the company had approximately
$2.0 billion of available borrowings under its senior credit
facility.

"Our recent strategic transactions will have a profound impact on
our financial position and allow us to execute our many growth
initiatives," said Dan D'Arrigo, MGM MIRAGE executive vice
president and chief financial officer.  "Following the
transactions with Dubai World, we will have significant borrowing
capacity under our senior credit facility and no significant debt
maturities in 2008."

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$24.31 billion in total assets, $19.73 billion in total
liabilities, and $4.58 billion in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.13 billion in total current
assets available to pay $1.70 billion in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?268a

                         About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2007,
Standard & Poor's Ratings Services affirmed the 'BB' corporate
credit rating on MGM MIRAGE and removed them from CreditWatch,
where they were placed with positive implications Aug. 22, 2007.
The rating outlook is positive.


MINDGENT HEALTHCARE: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Mindgent Healthcare Clinics, L.L.C.
                9190 Priority Way Drive, Suite 310
                Indianapolis, IN 46240

Case Number: 07-12557

Type of Business: Doing business as Corner Care Clinic, the Debtor
                  provides care for common illnesses at local
                  pharmacies.  See
                  http://www.mindgenthealthcareclinics.com/

Involuntary Petition Date: December 19, 2007

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Petitioner's Counsel: Whitney L. Mosby, Esq.
                      Bingham McHale, L.L.P.
                      10 West Market Street, Suite 2700
                      Indianapolis, IN 46204
                      Tel: (317) 968-5469
                      Fax: (317) 236-9907
         
   Petitioners                 Claim Amount
   -----------                 ------------
C.P.P.M., Inc.                 $58,047
Attention: Steve Connor,
Vice-President
4300 West 10th Street
Indianapolis, IN 46222

The Dodson Group, Inc.         $37,379
Attention: David C. Sullivan,
Chief Financial Officer
9100 Keystone Crossing,
Suite 750
Indianapolis, IN 46240

Leventhal Productions          $16,500
Attention: Judy Leventhal
185 North New Ballaas Road
St. Louis, MO 63141


MORGAN STANLEY: Fitch Downgrades Ratings on $386.7 Million Certs.
-----------------------------------------------------------------
Fitch Ratings has taken actions on Morgan Stanley mortgage pass-
through certificates.  Affirmations total $3.23 billion and
downgrades total $386.7 million.  In addition, approximately $96.4
million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Series 2005-HE3

  -- $103.3 million class A affirmed at 'AAA'
     (BL: 78.24, LCR: 4.22);

  -- $37.9 million class M-1 affirmed at 'AA+'
     (BL: 65.56, LCR: 3.54);

  -- $34.3 million class M-2 affirmed at 'AA'
     (BL: 55.17, LCR: 2.98);

  -- $20.5 million class M-3 affirmed at 'AA'
     (BL: 48.29, LCR: 2.61);

  -- $18.4 million class M-4 affirmed at 'AA-'
     (BL: 43.10, LCR: 2.33);

  -- $16.9 million class M-5 affirmed at 'A+'
     (BL: 38.03, LCR: 2.05);

  -- $16.9 million class M-6 affirmed at 'A'
     (BL: 32.90, LCR: 1.78);

  -- $15.3 million class B-1 affirmed at 'A-'
     (BL: 28.21, LCR: 1.52);

  -- $13.3 million class B-2 affirmed at 'BBB+'
     (BL: 24.41, LCR: 1.32);

  -- $11.2 million class B-3 downgraded to 'BBB-' from 'BBB'
     (BL: 21.83, LCR: 1.18).

Deal Summary

  -- Originators: WMC (33%), Decision One (33%), Fremont (19%);
  -- 60+ day Delinquency: 32.38%;
  -- Realized Losses to date (% of Original Balance): 1.29%;
  -- Expected Remaining Losses (% of Current Balance): 18.53%;
  -- Cumulative Expected Losses (% of Original Balance): 7.24%.

Series 2005-HE4

  -- $149.6 million class A affirmed at 'AAA'
     (BL: 63.96, LCR: 3.58);

  -- $31.4 million class M-1 affirmed at 'AA+'
     (BL: 54.71, LCR: 3.06);

  -- $29.1 million class M-2 affirmed at 'AA+'
     (BL: 46.11, LCR: 2.58);

  -- $17.7 million class M-3 affirmed at 'AA'
     (BL: 40.62, LCR: 2.27);

  -- $15.9 million class M-4 affirmed at 'AA-'
     (BL: 35.94, LCR: 2.01);

  -- $14.5 million class M-5 affirmed at 'A+'
     (BL: 31.67, LCR: 1.77);

  -- $14.1 million class M-6 affirmed at 'A'
     (BL: 27.51, LCR: 1.54);

  -- $11.8 million class B-1 downgraded to 'BBB+' from 'A-',
     and placed on Rating Watch Negative (BL: 24.00, LCR:
     1.34);

  -- $12.2 million class B-2 downgraded to 'BBB-' from 'BBB+',
     and placed on Rating Watch Negative (BL: 20.55, LCR:
     1.15);

  -- $10 million class B-3 downgraded to 'BB' from 'BBB', and
     placed on Rating Watch Negative (BL: 18.26, LCR: 1.02).

Deal Summary

  -- Originators: WMC (47%), Decision One (46%),
     Accredited (7%);
  -- 60+ day Delinquency: 30.07%;
  -- Realized Losses to date (% of Original Balance): 1.59%;
  -- Expected Remaining Losses (% of Current Balance): 17.86%;
  -- Cumulative Expected Losses (% of Original Balance): 8.20%.

Series 2005-HE5

  -- $263.1 million class A affirmed at 'AAA'
     (BL: 62.94, LCR: 3.3);

  -- $53.5 million class M-1 affirmed at 'AA+'
     (BL: 53.83, LCR: 2.83);

  -- $49.8 million class M-2 affirmed at 'AA+'
     (BL: 45.35, LCR: 2.38);

  -- $31.2 million class M-3 affirmed at 'AA'
     (BL: 39.80, LCR: 2.09);

  -- $26.7 million class M-4 affirmed at 'AA-'
     (BL: 35.26, LCR: 1.85);

  -- $24.5 million class M-5 affirmed at 'A+'
     (BL: 31.12, LCR: 1.63);

  -- $23 million class M-6 downgraded to 'A-' from 'A'
     (BL: 27.21, LCR: 1.43);

  -- $20.8 million class B-1 downgraded to 'BBB' from 'A-'
     (BL: 23.67, LCR: 1.24);

  -- $19.3 million class B-2 downgraded to 'BB' from 'BBB+'
     (BL: 20.56, LCR: 1.08);

  -- $15.6 million class B-3 downgraded to 'BB' from 'BBB'
     (BL: 18.52, LCR: 0.97).

Deal Summary

  -- Originators: WMC (36.8%), Decision One (36.1%), New
     Century (26.9%);
  -- 60+ day Delinquency: 31.31%;
  -- Realized Losses to date (% of Original Balance): 1.47%;
  -- Expected Remaining Losses (% of Current Balance): 19.05%;
  -- Cumulative Expected Losses (% of Original Balance): 8.94%.

Series 2005-HE6

  -- $301.3 million class A affirmed at 'AAA'
     (BL: 50.11, LCR: 3.18);

  -- $37.7 million class M-1 affirmed at 'AA+'
     (BL: 42.96, LCR: 2.72);

  -- $35 million class M-2 affirmed at 'AA+'
     (BL: 36.31, LCR: 2.3);

  -- $21.5 million class M-3 affirmed at 'AA'
     (BL: 32.07, LCR: 2.03);

  -- $18.3 million class M-4 affirmed at 'AA-'
     (BL: 28.58, LCR: 1.81);

  -- $16.7 million class M-5 affirmed at 'A+'
     (BL: 25.41, LCR: 1.61);

  -- $16.1 million class M-6 downgraded to 'A-' from 'A'
     (BL: 22.30, LCR: 1.41);

  -- $14 million class B-1 downgraded to 'BBB' from 'A-'
     (BL: 19.53, LCR: 1.24);

  -- $12.9 million class B-2 downgraded to 'BB' from 'BBB+'
     (BL: 17.13, LCR: 1.09);

  -- $11.8 million class B-3 downgraded to 'BB' from 'BBB'
     (BL: 15.44, LCR: 0.98).

Deal Summary

  -- Originators: New Century (42.3%), Accredited (23.5%), WMC
     (13.0%), Decision One (13.6%);
  -- 60+ day Delinquency: 21.58%;
  -- Realized Losses to date (% of Original Balance): 1.48%;
  -- Expected Remaining Losses (% of Current Balance): 15.77%;
  -- Cumulative Expected Losses (% of Original Balance): 9.16%.

Series 2005-HE7

  -- $414.1 million class A affirmed at 'AAA'
     (BL: 49.79, LCR: 2.94);

  -- $49.7 million class M-1 affirmed at 'AA+'
     (BL: 42.88, LCR: 2.53);

  -- $45.6 million class M-2 affirmed at 'AA+'
     (BL: 36.52, LCR: 2.15);

  -- $28.6 million class M-3 affirmed at 'AA'
     (BL: 32.40, LCR: 1.91);

  -- $23.1 million class M-4 affirmed at 'AA-'
     (BL: 29.18, LCR: 1.72);

  -- $23.1 million class M-5 downgraded to 'A' from 'A+'
     (BL: 25.95, LCR: 1.53);

  -- $20.4 million class M-6 downgraded to 'BBB+' from 'A'
     (BL: 23.04, LCR: 1.36);

  -- $20.4 million class B-1 downgraded to 'BBB-' from 'A-'
     (BL: 20.04, LCR: 1.18);

  -- $17.7 million class B-2 downgraded to 'BB' from 'BBB+'
     (BL: 17.67, LCR: 1.04);

  -- $14.3 million class B-3 downgraded to 'B' from 'BBB'
     (BL: 13.72, LCR: 0.81).

Deal Summary

  -- Originators: WMC (42.63%), New Century (35.22%), Decision
     One (22.07%);
  -- 60+ day Delinquency: 21.37%;
  -- Realized Losses to date (% of Original Balance): 1.47%;
  -- Expected Remaining Losses (% of Current Balance): 16.96%;
  -- Cumulative Expected Losses (% of Original Balance):
     10.37%.

Series 2005-WMC5

  -- $41.3 million class A affirmed at 'AAA'
     (BL: 94.27, LCR: 5.01);

  -- $55.4 million class M1 affirmed at 'AA+'
     (BL: 79.82, LCR: 4.24);

  -- $47.2 million class M2 affirmed at 'AA'
     (BL: 66.72, LCR: 3.54);

  -- $29.2 million class M3 affirmed at 'AA-'
     (BL: 58.56, LCR: 3.11);

  -- $27.7 million class M4 affirmed at 'A+'
     (BL: 50.82, LCR: 2.7);

  -- $24.7 million class M5 affirmed at 'A'
     (BL: 43.75, LCR: 2.32);

  -- $23.2 million class M6 affirmed at 'A-'
     (BL: 37.29, LCR: 1.98);

  -- $20.9 million class B1 affirmed at 'BBB+'
     (BL: 31.44, LCR: 1.67);

  -- $20.9 million class B2 affirmed at 'BBB'
     (BL: 25.91, LCR: 1.38);

  -- $16.4 million class B3 affirmed at 'BBB-'
     (BL: 22.33, LCR: 1.19).

Deal Summary

  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 34.80%;
  -- Realized Losses to date (% of Original Balance): 1.21%;
  -- Expected Remaining Losses (% of Current Balance): 18.83%;
  -- Cumulative Expected Losses (% of Original Balance): 5.71%.

Series 2005-WMC6

  -- $94.3 million class A affirmed at 'AAA'
     (BL: 79.81, LCR: 4.37);

  -- $42.9 million class M-1 affirmed at 'AA+'
     (BL: 67.29, LCR: 3.68);

  -- $37.6 million class M-2 affirmed at 'AA'
     (BL: 56.31, LCR: 3.08);

  -- $25.8 million class M-3 affirmed at 'AA-'
     (BL: 48.73, LCR: 2.67);

  -- $19.9 million class M-4 affirmed at 'A+'
     (BL: 42.86, LCR: 2.34);

  -- $19.4 million class M-5 affirmed at 'A'
     (BL: 37.02, LCR: 2.03);

  -- $16.4 million class M-6 rated 'A-', placed on Rating Watch
     Negative (BL: 32.19, LCR: 1.76);

  -- $17.6 million class B-1 rated 'BBB+', placed on Rating
     Watch Negative (BL: 27.00, LCR: 1.48);

  -- $16.5 million class B-2 rated 'BBB', placed on Rating
     Watch Negative (BL: 22.43, LCR: 1.23);

  -- $11.7 million class B-3 downgraded to 'BB' from 'BBB-',
     and placed on Rating Watch Negative (BL: 19.77, LCR:
     1.08).

Deal Summary

  -- Originators: 100% WMC;
  -- 60+ day Delinquency: 31.47%;
  -- Realized Losses to date (% of Original Balance): 1.31%;
  -- Expected Remaining Losses (% of Current Balance): 18.28%;
  -- Cumulative Expected Losses (% of Original Balance): 6.61%.

Series 2005-3

  -- $144.5 million class A affirmed at 'AAA'
     (BL: 62.67, LCR: 3.08);

  -- $29 million class M-1 affirmed at 'AA+'
     (BL: 53.57, LCR: 2.64);

  -- $26.7 million class M-2 affirmed at 'AA+'
     (BL: 45.16, LCR: 2.22);

  -- $18.2 million class M-3 affirmed at 'AA'
     (BL: 39.41, LCR: 1.94);

  -- $13.1 million class M-4 affirmed at 'AA-'
     (BL: 35.24, LCR: 1.73);

  -- $13.1 million class M-5 affirmed at 'A+'
     (BL: 31.08, LCR: 1.53);

  -- $12 million class M-6 downgraded to 'BBB+' from 'A'
     (BL: 27.25, LCR: 1.34);

  -- $12 million class B-1 downgraded to 'BBB-' from 'A-'
     (BL: 23.40, LCR: 1.15);

  -- $9.6 million class B-2 downgraded to 'BB' from 'BBB+'
     (BL: 20.42, LCR: 1);

  -- $10.4 million class B-3 downgraded to 'B' from 'BBB'
     (BL: 15.49, LCR: 0.76).

Deal Summary

  -- Originators: Wilmington (48%), Meritage (25%), Acoustic
     (15%), MILA (12%);
  -- 60+ day Delinquency: 29.55%;
  -- Realized Losses to date (% of Original Balance): 1.70%;
  -- Expected Remaining Losses (% of Current Balance): 20.32%;
  -- Cumulative Expected Losses (% of Original Balance): 9.99%.

Series 2005-4

  -- $269 million class A affirmed at 'AAA'
     (BL: 54.65, LCR: 3.09);

  -- $37.1 million class M-1 affirmed at 'AA+'
     (BL: 45.84, LCR: 2.6);

  -- $33.8 million class M-2 affirmed at 'AA+'
     (BL: 40.33, LCR: 2.28);

  -- $24.1 million class M-3 affirmed at 'AA'
     (BL: 35.58, LCR: 2.01);

  -- $17.8 million class M-4 affirmed at 'AA-'
     (BL: 32.05, LCR: 1.81);

  -- $16.9 million class M-5 affirmed at 'A+'
     (BL: 28.72, LCR: 1.63);

  -- $15 million class M-6 downgraded to 'A-' from 'A'
     (BL: 25.72, LCR: 1.46);

  -- $16.4 million class B-1 downgraded to 'BBB' from 'A-'
     (BL: 22.37, LCR: 1.27);

  -- $11.6 million class B-2 downgraded to 'BBB-' from 'BBB+'
     (BL: 20.14, LCR: 1.14);

  -- $12.5 million class B-3 downgraded to 'BB' from 'BBB'
     (BL: 18.27, LCR: 1.03).

Deal Summary

  -- Originators: First NLC Financial Services, LLC (45.6%),
     Meritage (18.4%);
  -- 60+ day Delinquency: 25.91%;
  -- Realized Losses to date (% of Original Balance): 1.31%;
  -- Expected Remaining Losses (% of Current Balance): 17.66%;
  -- Cumulative Expected Losses (% of Original Balance):
     10.50%.

These transactions were placed 'Under Analysis' on Dec. 18, 2007.  
The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


MTI TECHNOLOGY: Court OKs Winthrop as Panel's Insolvency Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the Central District
of California authorized the Official Committee of Unsecured
Creditors appointed for MTI Technology Corporation's bankruptcy
case to retain Winthrop Couchot Professional Corporation as its
general insolvency counsel.

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Winthrop Couchot, as the Committee's general insolvency counsel,
is expected to:

   a) provide the Committee legal advice with respect to its
      duties, responsibilities and powers in the Debtor's
      bankruptcy case;

   b) assist the Committee in investigating the acts, conduct,
      assets, liabilities and financial condition of the Debtor
      and its insiders and affiliates;

   c) provide the Committee legal advice and representation with
      respect to the negotiation, confirmation and implementation          
      of a Chapter 11 plan;

   d) provide the Committee legal advice with respect to the
      administration of the Debtor's case, the distribution of the
      Debtor's assets, the prosecution of claims against third
      parties, and any other matters relevant to the Debtor's
      case;

   e) provide the Committee legal advice and representation, if
      appropriate, with respect to the appointment of a trustee or
      examiner; and

   f) provide the Committee legal advice and representation in any
      legal proceeding, whether adversary or otherwise, involving
      the interest represented by the Committee, and the
      performance of other legal services as may be required by
      the Committee in furtherance of the interests of general
      unsecured creditors in the Debtor's case.

The firm's professionals and their compensation rates are:

      Attorney                      Hourly Rate
      --------                      -----------
      Marc J. Winthrop, Esq.           $565
      Robert E. Opera, Esq.            $550
      Sean A. Okeefe, Esq.             $550
      Paul J. Couchot, Esq.            $525
      Richard H. Golubow, Esq.         $395
      Peter W. Lianides, Esq.          $395
      Garrick A. Hollander, Esq.       $375

      Legal Assistants              Hourly Rate
      ----------------              -----------
      P.J. Marksbury                   $190
      Legal Assistant Associates     $80 - $150

Robert E. Opera, Esq., a shareholder of the firm, assured the
Court that the firm does not hold any interest adverse to the
Debtor's estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Opera can be reached at:

     Robert E. Opera, Esq.
     Winthrop Couchot Professional Corporation
     660 Newport Center Drive, 4th Floor
     Newprot Beach, CA 92660
     Tel: (949) 720-4100
     Fax: (949) 720-4111
     http://www.winthropcouchot.com/

Headquartered in Tustin, California, M.T.I. Technology Corp. --
http://www.mti.com/-- provides professional services and data     
storage for mid- to large-sized organizations.  In addition, the
company owns all of the issued and outstanding share capital of
three European subsidiaries: MTI Technology GmbH in Germany, MTI
Technology Limited in Scotland and MTI France S.A.S. in France.

The company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Scott C. Clarkson, Esq.,
at Clarkson, Gore & Marsella, A.P.L., represents the Debtor.  
Omni Management Group LLC serve as the Debtor's claim, noticing
and balloting agent.  The U.S. Trustee for Region 16 have
appointed nine creditors to serve on an Official Committee of
Unsecured Creditors in the Debtor's case.  As of July 7, 2007,
the Debtor had total assets of $64,002,000 and total debts of
$58,840,000.

The Debtor's $5 million postpetition facility from Zinc Holdings
LLC will mature on Friday Dec. 21, 2007, as reported in the
Troubled Company Reporter on Nov. 20, 2007.


MTI TECHNOLOGY: Sells European Assets to Copper for $7.2 Million
----------------------------------------------------------------
The Honorable Erithe A. Smith of the United States Bankruptcy
Court for the Central District of California authorized MTI
Technology Corporation to sell its European operating subsidiaries
to Copper Holdings LLC for $7,275,000, free and clear of all
liens, claims and interests.

As previously reported, the Debtor has reached a definitive
agreement dated Oct. 15, 2007, with Zinc Holdings LLC, as the
stalking horse bidder, to acquire the Debtor's European operating
subsidiaries for approximately $5.5 million cash at closing.

The Debtor says that the proceeds from the sale will be paid to
its unsecured creditors.  Its inability to continue its ongoing
operations mandate a sale of its assets, according to the Debtor.

The Debtor have agreed to pay Zinc Holdings $175,000 break-up fee,
and expense reimbursement of up to $150,000.

Headquartered in Tustin, California, M.T.I. Technology Corp. --
http://www.mti.com/-- provides professional services and data     
storage for mid- to large-sized organizations.  In addition, the
company owns all of the issued and outstanding share capital of
three European subsidiaries: MTI Technology GmbH in Germany, MTI
Technology Limited in Scotland and MTI France S.A.S. in France.

The company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Scott C. Clarkson, Esq.,
at Clarkson, Gore & Marsella, A.P.L., represents the Debtor.  
Omni Management Group LLC serve as the Debtor's claim, noticing
and balloting agent.  The U.S. Trustee for Region 16 have
appointed nine creditors to serve on an Official Committee of
Unsecured Creditors in the Debtor's case.  As of July 7, 2007,
the Debtor had total assets of $64,002,000 and total debts of
$58,840,000.

The Debtor's $5 million postpetition facility from Zinc Holdings
LLC will mature on Dec. 21, 2007, as reported in the Troubled
Company Reporter on Nov. 20, 2007.


NASDAQ STOCK: Holders Okay Issuance of 60,561,515 Common Stock
--------------------------------------------------------------
Holders of The Nasdaq Stock Market Inc.'s voting securities have
approved the issuance of 60,561,515 shares of NASDAQ Common Stock
in connection with its transaction with OMX AB and Borse Dubai
Limited.  Additionally, shareholders approved an amendment to
NASDAQ's Restated Certificate of Incorporation to change its name
to "The NASDAQ OMX Group Inc." upon completion of its acquisition
of OMX.

"This vote is another important milestone as we move toward the
completion of a transaction that will be transformational for
NASDAQ," Bob Greifeld, president and chief executive officer of
NASDAQ, said.

Pursuant to the Transactions, Borse Dubai will conduct an offer
for all of the outstanding shares of OMX, and once complete, will
sell the OMX Shares acquired in the Borse Dubai Offer or otherwise
owned by Borse Dubai to NASDAQ in exchange for:

   (i) up to SEK 12,582,952,392 in cash; and
  (ii) 60,561,515 shares of Nasdaq Common Stock.

As required by NASDAQ's certificate of incorporation, Borse
Dubai's voting rights in respect of the Nasdaq Common Stock it
holds will be limited to a maximum of 5% of the company's fully
diluted outstanding share capital.

Headquartered in New York City, The Nasdaq Stock Market Inc.
(Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is an electronic
equity securities market in the United States with about 3,200
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Moody's Investors Service placed the Ba3 corporate family rating
of Nasdaq Stock Market Inc. on review for upgrade.

On Sept. 20, 2007, Standard & Poor's Rating Services assigned BB
long-term foreign and local issuer credit ratings to Nasdaq Stock
Market Inc.


NATIONAL RV: Taps Omni Management as Claims and Noticing Agent
--------------------------------------------------------------
National R.V. Holdings Inc. and its debtor-affiliate, National
R.V. Inc., ask the United States Bankruptcy Court for the Central
District of California for permission to employ Omni Management
Group LLC as their claims and administrator and noticing agent.

Omni Management will:

   a) prepare and serve required notices in these chapter 11  
      cases, including:

      -- claims bar date;

      -- objections to claims;

      -- hearings on a disclosure statement and confirmation
         of achapter 11 plan; and
      
      -- other miscellaneous notices as the Debtors or the Court
         may deem necessary or appropriate for an orderly
         administration of these chapter 11 cases;

   b) within ten business days after the service of a particular
      notice, file with the clerk's office an affidavit of service
      that includes:

      -- copy of the notice served;

      -- alphabetical list of persons on whom the notice was
         served, along with their addresses; and

      -- the date and manner of service;

   c) maintain copies of all proofs of claim and proofs of
      interest filed in these cases;

   d) maintain official claims registers in these cases by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes these information for each
      such claim or interest asserted:

      -- name and address of the claimant or interest holder and
         any agent thereof;

      -- date that the proof of claim or proof of interest was
         received by the firm and the Court;

      -- claim number assigned to the proof of claim or proof of
         interest; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

      -- asserted amount and classification of the claim;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) Transmit to the Clerk's Office a copy of the claims  
      registers as requested by the Clerk's Office;
                                                                                                                                                               
   g) maintain a current 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 these
      cases without charge during regular business hours;
                                                                                                                                                                                                                                                                                                                                                                       
   i) create and maintain a website to disseminate case
      information including proofs of claim or interest, proof of
      claim forms, claims registers, case documents, Court and
      professional contact information and all other information
      deemed appropriate by the Court and/or the Debtor;
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
   j) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of such transfers as required by
      Bankruptcy Rule 3001(e);

   k) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other  
      requirements;

   l) provide temporary employees to process claims, as necessary;
                                                                               
   m) promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe; and

   n) provide such other claims processing, noticing and related
      administrative services as may be requested from time to
      time by the Debtors.

In addition to the foregoing and to the extent so requested, Omni
will assist the Debtors with, among other things, prepare:

   a) schedules, and any amendments thereto;

   b) maintenance of the Debtors' master creditor list;

   c) mailing and tabulation of ballots for the purpose of voting
      to accept or reject a chapter 11 plan; and

   d) the Debtors' monthly operating reports.

The firm charges between $35 and $285 per hour for services
rendered.  Rates are adjusted annually on January 2 of each year,
and are subject to increase up to 10% per annum.

The Debtors tell the Court that the firm requires a $20,000
deposit.

Brian K. Osborne, a member of the firm, assures the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Mr. Osborne can be reached at:

     Brian K. Osborne
     Omni Management Group, LLC
     16501 Ventura Blvd., Suite 440
     Encino, California 91436
     Tel: (818) 906-8300
     Fax: (818) 783-2737
     http://www.claimsmanager.com
               About National R.V. Holdings Inc.

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its  
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.  The U.S.
Trustee for Region 16 has yet to appoint creditors to serve on an
Official Committee of Unsecured Creditors.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


NATIONAL RV: Wants to Access Wells Fargo's Cash Collateral
----------------------------------------------------------
National R.V. Holdings Inc. and its debtor-affiliate, National
R.V. Inc., ask the Honorable Peter H. Carroll of the United States
Bankruptcy for the Central District of California to access Wells
Fargo's cash collateral.

The Debtors tell the Court that they intend to use the cash
collateral to fund payroll, security services, utility deposits
and other essential items.  The Debtors say that they have no
access to cash, other than cash collateral, to satisfy their
immediate and outstanding obligations.

                         Secured Lender

The Debtors say that Wells Fargo is their principal prepetition
secure creditor.  The Debtor further say that they entered into
the prepetition credit agreement with UPS Capital Corp., as agent
and Wells Fargo, as a lender.  UPS Capital, the Debtor adds,
subsequently assigned all of its rights, title and interest in
the prepitition loan documents to Wells Fargo.  Wells Fargo is
the agent and the sole lender of the Debtors to date.

Under the prepetition agreement, the Debtors have obtained a
revolving line of credit originally in the amount of $25 million,
and now in the amount of $15 million inclusive of a $7.5 million
letter of credit sub-facility.

Additionally, Wells Fargo is substantially oversecured.  It
currently holds approximately $7.8 million in restricted cash,
according to the Debtors.

As adequate protection, the Debtors grant in favor of Wells Fargo,
among other things:

   i) replacement lien in subsequentlt generated collateral of
      the same type as that in which Wells Fargo held a security
      interest prepetition, including, without limitation, any
      deposits made with any utilities after the Debtors'
      bankruptcy filing;

  ii) lien on the Debtors' interest in the Kemlite litigation in
      an amount equal to $260,000; and

iii) administrative priority claim having the priority specified
      in Section 507(b) of the Bankurptcy Code.

               About National R.V. Holdings Inc.

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its  
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.  The U.S.
Trustee for Region 16 has yet to appoint creditors to serve on an
Official Committee of Unsecured Creditors.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


NAVISTAR INT'L: Inks Pact with GM on Medium Duty Truck Business
---------------------------------------------------------------
International Truck and Engine Corporation, the principal
operating subsidiary of Navistar International Corporation, and
General Motors Corp. have entered into a non-binding memorandum of
understanding under which Navistar would purchase certain assets,
intellectual property and distribution rights for GM's medium-duty
truck business.

As proposed, Navistar would acquire GM's medium-duty truck
business, which includes assets and intellectual property rights
to manufacture GMC and Chevrolet brand vehicles in the class 4-8
gross vehicle weight range.  It also includes purchase of the
related service parts business.  Navistar would sell a competitive
line of Chevrolet and GMC vehicles and service parts through GM's
proprietary dealer network in the United States and Canada.

The agreement is another step in GM's plan to focus on designing,
manufacturing and selling cars and light trucks globally.  The
deal would leverage Navistar's strengths in commercial trucks and
engines, and advance its strategy to build scale and reduce costs.

"Navistar's expertise in building International(R) brand
commercial trucks and its track record in the medium-duty segment
makes them an excellent choice to acquire and continue growing the
business. We intend to work closely with Navistar to make this
transition seamless to our dealers and customers," Troy Clarke,
president of GM North America, said.

"This is another example of how we're strategically growing our
business for trucks, engines and parts, building scale and
reducing costs," Daniel C. Ustian, chairman, president and CEO,
Navistar International Corporation, said.  "We are proud to
incorporate the GM truck brands into our portfolio, and will
utilize the scale to build on the success of both the
International and GM product lines and their respective
distribution networks."

Navistar would add the GMC(R) TopKick and Chevrole(R) Kodiak truck
brands to its growing portfolio of brands, which currently
includes International(R) brand trucks and tractors, IC(R) brand
buses, Workhorse(R) brand chassis for motor homes and step vans,
and MaxxForce(R) brand engines.

When a deal is definitively concluded, production of the vehicles
would move from GM's plant in Flint, Michigan, to a Navistar
facility to be named.  GM would retain ownership of its Flint
plant and continue to build other products at the facility.

GM will continue its medium-duty truck relationship with Isuzu to
market W-Series trucks through GM's medium-duty dealer network.

The deal is expected to close in 2008 subject to completion of
satisfactory due diligence, the negotiation of a definitive
purchase agreement, customary regulatory clearance and board
approval.  Upon closing, transition of the business could take
several months to conclude.

                             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.

               About International Truck and Engine

International Truck and Engine Corporation, a wholly owned
subsidiary of Navistar International Corporation, produces medium
trucks, heavy trucks, severe service vehicles, MaxxForce brand
diesel engines, parts and service.  International and its
affiliates sell their products, parts and services through a
network of nearly 1,000 dealer outlets in the United States,
Canada, Brazil and Mexico and from more than 60 dealers in 90
countries throughout the world.

                    About Navistar International

Headquartered in Warrenville, Illinois, Navistar International
Corporation (Other OTC: NAVZ) -- http://www.navistar.com/-- is a    
holding company whose wholly owned subsidiaries produce
International(R) brand commercial trucks, MaxxForce brand diesel
engines, IC brand school and commercial buses, and Workhorse brand
chassis for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 11, 2007,
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on North American truck and diesel engine producer
Navistar International Corp. and subsidiary Navistar Financial
Corp. remain on CreditWatch with negative implications, where they
were placed on Jan. 17, 2006.


NEWMARKET CORP: Moody's Lifts Rating on $150 Mil. Notes to Ba3
--------------------------------------------------------------
Moody's upgraded NewMarket Corporation's corporate family rating
and probability of default rating to Ba2 from Ba3, and revised the
rating on its $150 million senior unsecured notes due 2016 to Ba3
from B1.  The upgrade reflects the improvement in the company's
credit profile and strong operating results for its rating
category.  The outlook for NewMarket's long-term ratings is
stable.  These summarizes the ratings activity:

* Ratings upgraded:

   NewMarket Corporation

   -- Corporate family rating: to Ba2 from Ba3
   -- Probability of default rating: to Ba2 from Ba3
   -- $150mm guaranteed senior unsecured notes due 2016 -- Ba3
      (LGD4, 61%) from B1 (LGD4, 64%)

The ratings upgrade reflects the improved credit metrics, the
decline in leverage and strong operating performance of the
company for its rating category.  NewMarket's Debt to EBITDA ratio
has declined from 3.6x for 2002 to 2.1x for the LTM ended Sept.
30, 2007, as the company has paid down debt with free cash flow
and EBITDA has grown.  The company will take on debt through a
construction loan established in August 2007 to finance its real
estate development project, Foundry Park I, however the additional
debt is expected to be offset in the future by cash flow from an
office building lease.  In June 2007, the company announced it had
successfully resolved arbitration related to its tetraethyl lead
international marketing agreements with Innospec Inc., resulting
in NewMarket receiving a one-time $28 million cash payment and the
return to the company of $12 million used to fund working capital.  
NewMarket now has little exposure to TEL, and the shrinking
worldwide market for TEL will have less impact on NewMarket's
profitability in the future. During 2007, NewMarket has been
successful in producing strong cash flows, despite rising raw
material costs and some pressure on its EBITDA margins.

The stable outlook reflects Moody's expectation that NewMarket
will maintain EBITDA margins, continue to generate positive
retained cash flow and will not take on significant leverage to
fund acquisitions.  Additionally, the stable outlook reflects the
good liquidity, which is a function of the cash position, strong
flows and undrawn revolving credit facility.

NewMarket, through its Afton subsidiary, develops, manufactures
and markets petroleum additives.  Petroleum additives include:
lubricant additives used in engine oils, transmission fluids, gear
oils, hydraulic oils and turbine oils to enhance wear protection
and prevent deposits; and fuel additives that improve the
performance of fuels.  NewMarket had revenues of $1.3 billion for
the LTM ended Sept. 30, 2007.


NORTEL NETWORKS: Sues Vonage Holdings for Patent Infringement
-------------------------------------------------------------
Nortel Networks Corp. sued Vonage Holdings Corp. alleging
infringement on 12 patents covering technology used in managing
telephone data, Jeff St.Onge and Amy Thomson of Bloomberg News
report.

According to Bloomberg, Nortel's lawsuit came after Vonage sued
Nortel's U.S. unit in August seeking to invalidate three of the
patents, arguing that the patents shouldn't have been issued by
the U.S. Patent and Trademark Office.

Nortel denied the allegations and claimed that Vonage is
violating the three patents and nine others, Bloomberg says.

The Delaware case is Vonage Holdings Corp. v. Nortel Networks
Inc., 07CV507, U.S. District Court, Delaware (Wilmington).

                          About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with over 1.4 million subscriber lines as of
February 8, 2006.  Utilizing its voice over Internet protocol
technology platform, the company offers feature-rich, low-cost
communications services with a call quality comparable to
traditional telephone services.  While customers in the United
States represent over 95% of its subscriber lines, Vonage
continues to expand internationally, having launched its service
in Canada in November 2004, and in the United Kingdom in May
2005.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

                          *     *     *

Nortel Networks Corp. still carries Moody's Investors Service 'B3'
Senior Unsecured Debt rating which was placed on March 22, 2007.


NWT URANIUM: Says Azimut's Default Notice is Without Merit
----------------------------------------------------------
NWT Uranium Corp. said it believes the notice of default provided
by Azimut Exploration Inc. with respect to the option agreements
covering the North Rae and Daniel Lake uranium properties in
Quebec are without merit.

NWT further believes that the notice of default is part of a
strategy aimed at derailing the business combination proposed
between NWT and Nu-Mex Uranium Corp., which was detailed in a
press release dated Nov. 19, 2007.

On Dec. 12, 2007, Azimut submitted an unsolicited expression of
interest to acquire NWT, which was subsequently rejected.  This
unsolicited expression of interest was announced by NWT on Dec.
17, 2007.

"NWT and its contractors have conducted themselves in an exemplary
fashion while carrying out exploration of the North Rae and Daniel
Lake properties through difficult labor and weather conditions in
a remote location.  In nearly four months of field work, NWT as
operator has advanced the project, covering 305,000 acres (1,235
square kilometers), from airborne surveys to drill testing," said
Marek J. Kreczmer, President and CEO of NWT Uranium.  "The
allegations made by Azimut are without merit and we intend to
provide ample documentation to Azimut to support our position."

In its unsolicited expression of interest, Azimut was prepared to
offer 0.1475 common shares of Azimut for each NWT share.  After a
comprehensive evaluation of the Azimut offer and in consultation
with its financial advisors, an independent committee of NWT's
board of directors concluded that the terms of the proposed offer
were unlikely to result in a transaction that is more favorable to
NWT's shareholders from a financial point of view than the
existing letter agreement with Nu-Mex.  In accordance with the
terms of NWT's existing agreement with Nu-Mex, NWT informed Azimut
shortly after 1:00 p.m. PST, on Dec. 17, 2007, that it was unable
to enter into negotiations with respect to the proposed
transaction with Azimut.

Less than four hours later, NWT received the notice of default
from Azimut.

It is NWT's intent to respond to Azimut's concerns promptly and
with assistance from legal counsel.

                       Azimut Notice of Default

As reported in the Troubled Company Reporter on Dec. 19, 2007,
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.

                       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 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.


NWT URANIUM: Inks Arrangement Deal with Nu-Mex on Schedule
----------------------------------------------------------
NWT Uranium Corp. and Nu-Mex Uranium Corp. on Dec. 20, 2007, as
scheduled, have entered into an arrangement agreement pursuant to
which Nu-Mex will acquire 100% of the securities of NWT through a
court-approved plan of arrangement.

The board of directors of NWT, based in part on the recommendation
of the independent committee of directors, has unanimously
recommended that NWT shareholders vote in favor of the
arrangement.  The NWT board has also received an opinion from its
financial advisor, Evans & Evans Inc., that the consideration to
be received by NWT shareholders is fair from a financial point of
view.

The acquisition will be completed by way of a court-approved plan
of arrangement whereby each NWT common share will be exchanged for
0.40 of a Nu-Mex common share.  Outstanding options and warrants
to acquire common shares of NWT will be exchanged for analogous
options and warrants to acquire common shares of Nu-Mex at the
same exchange ratio.

There are currently 35,625,000 Nu-Mex common shares outstanding
and 106,031,342 NWT common shares outstanding.  Should the
proposed arrangement be completed and Nu-Mex acquires 100% of the
NWT common shares, current Nu-Mex shareholders would own
approximately 46% of Nu-Mex and current NWT shareholders would own
approximately 54% of Nu-Mex.

The arrangement agreement includes mutual customary non-
solicitation covenants on NWT and Nu-Mex but provides each party
with the ability to respond to unsolicited proposals in accordance
with the terms of the arrangement agreement.  In the event that
the arrangement agreement is terminated and either party accepts a
superior proposal, the arrangement agreement imposes a termination
fee of cash equal to the greater of: (i) $5,000,000; and (ii) 2%
of the market capitalization of NWT.

The completion of the arrangement is subject to a number of
customary conditions precedent, including that the arrangement be
approved by 66-2/3% of the votes cast by NWT shareholders present
in person or by proxy at the special meeting, and the approval of
the arrangement by the Superior Court of Justice of Ontario.

The proposed transaction is also subject to Nu-Mex arranging a
financing at a minimum price of $4.00 per common share for gross
proceeds of not less than $25,000,000.  In addition, the
arrangement is subject to common shares of Nu-Mex to be issued
pursuant to the arrangement being listed on the Toronto Stock
Exchange or the TSX Venture Exchange.

The arrangement agreement provides that a special meeting of NWT
shareholders to approve the arrangement be held as soon as
reasonably practicable, and in any event, no later than April 28,
2008.

                       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 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.


PAIKO RIDGE: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Paiko Ridge Partners, L.L.C.
        c/o Charles Zaloumis
        2670 Deerwood Drive
        San Ramon, CA 94583

Bankruptcy Case No.: 07-01341

Chapter 11 Petition Date: December 19, 2007

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Jerrold K. Guben, Esq.
                  Reinwald, O'Connor & Playdon
                  733 Bishop Street, 24th Floor
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Charles Zaioumis               $800,000
2670 Deerwood Drive
San Ramon, CA 94583

Harv Eker                      $350,000
1641 Lonsdale Avenue,
Suite 609
North Vancouver, BC V7M 215
Canada

Michael Dorrance               $250,000
768 Tunbridge Road
Danville, CA 94526

Alan Ada                       $200,000

Buck Buchanan                  $195,000

Conrad Schott                  $175,000

Gregory Fish                   $100,000

Preston Wright, M.D.           $75,000

Robert Matsumoto, Esq.         $25,000

Dan Smith                      $20,000

Henry Amado                    $15,000

George Van Buren, Esq.         $7,000

Sheldon Zanc, Esq.             $5,000


PERFORMANCE TRANS: Committee Taps Blank Rome as Bankr. Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Performance
Transportation Services Inc. and its debtor-affiliates' Chapter 11
cases, seeks authority from the U.S. Bankruptcy Court for the
Western District of New York to employ Blank Rome LLP as its
counsel nunc pro tunc to Nov. 29, 2007.

Robert A. Coco, the Committee chairperson, says that Blank Rome is
a recognized law firm with extensive experience and expertise in
bankruptcy and reorganization proceedings.

The Committee needs Blank Rome to perform legal services for the
Committee that are necessary or appropriate in connection with  
the Debtors' chapter 11 cases.

The committee tells the Court that Blank Rome will be paid on an
hourly basis in accordance with the firm's ordinary and customary
hourly rates:

     Professional                    Rate
     ------------                    ----
     Marc E. Richards, Esq.          $650
     Paul A. Friedman, Esq.          $625
     Raymond M. Patella, Esq.        $405
     Melissa S. Vongtama, Esq.       $345
     Partners and Counsel            $380 - $745
     Associates                      $105 - $280

Marc E. Richards, Esq., a partner at Blank Rome LLP, in New York,
assures the Court that his firm is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code and
as required by Section 327(a) of the Bankruptcy Code.  

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Court Denies Asset Sale's Bidding Procedures
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
denied Performance Transportation Services Inc. and its debtor-
affiliates request for approval of bidding procedures, at the
Dec. 3, 2007, hearing.

As reported on the Troubled Company Reporter on Dec. 4, 2007,
The Debtors sought permission from the Court to approve bidding
procedures and terms of an auction for the sale of substantially
all their assets, well as certain bid protections to Allied
Systems Holdings Inc.

The Court stated that if the Debtors and Allied Systems Holdings
Inc. filed by December 11, an executed asset purchase agreement,
the Debtors' bidding procedures could be revived and heard on
December 13.

Allied did not proceed with the December 13 hearing.  Allied,
through Robert A. Klyman, Esq., at Latham & Watkins LLP, has
notified the Court that it would no longer negotiate, execute,
file and serve an asset purchase agreement.  

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Section 341(a) Meeting Set for December 27
-------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of
Performance Transportation Services Inc. and its debtor-
affiliates's creditors on Dec. 27, 2007, 1:00 p.m., at the Office
of the U.S. Trustee at 42 Delaware Avenue, Suite 110 in Buffalo,
New York.

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

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PHOTOGRAPHIC SERVICES: Case Summary & 18 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Photographic Services Inc.
        dba My Photographer
        Post Office Box 99486
        Troy, MI 48099

Bankruptcy Case No.: 07-65705

Type of Business: The Debtor provide photograhpy services.
                  see: http://myphotographer.net/

Chapter 11 Petition Date: December 18, 2007

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Thomas R. Morris, Esq.
                  Silverman & Morris, P.L.L.C.
                  7115 Orchard Lake Road, Suite 500
                  West Bloomfield, MI 48322
                  Tel: (248) 539-1330
                  Fax: (248) 539-1355
                  http://www.silvermanmorris.com/

Estimated Assets: $50,000 to $100,000

Estimated Debts:  $1 million to $10 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Curb Apeal                  lease                 $135,000
   1527 Georgtown Drive
   Bloomberg Hills, MI 48304

   HHT Devco LLC               rent                  $131,231
   Box 64159
   Baltimore, MD 212664

   State of Michigan           tax                    $54,955
   DepartmentTreasury
   Dept. 77003
   Detroit, MI 48277,0003

   Hardwood Framies Inc.       supplies               $20,796

   Internal Revenue Service    tax                    $20,626

   Oakland Mall Ltd.           rent                   $15,219

   XO Communications Services  services                $7,878
   Inc.

   Macomb Mall LLC             rent                    $6,489

   City of Westland            taxes                   $4,800

   Certified Management        rent                    $2,670

   Nebs                        supplies                $2,267

   Xerox Corporation           lease                   $2,009

   City of Troy                tax                     $2,481

   Lasercom LLC                printing                $1,139

   Accident Fund Insurance     installment             $1,046

   City of Novi Treasurer's    taxes                     $945
   Office

   City of Sterling Heights                              $804

   Oakland Mall Merchants                                $720


PRESTIGE BRANDS: S&P Holds Ratings with Negative Outlook
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Irvington, New York-based Prestige Brands Inc. to negative from
stable.  At the same time, Standard & Poor's affirmed its ratings
on the company, including the 'B+' corporate credit rating.
     
"The revised outlook reflects the company's tight financial
covenant cushion under its bank facility and the company's
sluggish organic sales and earnings growth in recent quarters,"
said Standard & Poor's credit analyst Patrick Jeffrey.  "Should
Prestige Brands' liquidity be significantly impacted if it were to
violate its bank covenants or continued weaker operating
performance, we could lower the ratings."
     
The company continues to maintain a total debt to EBITDA ratio in
the low-4x area and continues to generate positive free cash flow,
both of which currently support the existing ratings.  These
ratings reflect the company's participation in the highly
competitive consumer products industry, where it competes with
much larger companies.  The ratings also reflect Prestige Brands'
soft organic sales and earnings trends, lack of international
diversity in its product lines, and its high leverage.


PRIORITY PRIMARY: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Priority Primary Care, P.C
        P.O. Box 729
        Duluth, GA 30096

Bankruptcy Case No.: 07-81358

Type of Business: The Debtor provides medical services.

Chapter 11 Petition Date: December 19, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Robert Brizendine

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway, Northwest, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $100 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       payroll withholding   $1,700,000
P.O. Box 21126                 taxes, interest and
Philadelphia, PA 19114-0326    penalty

A4 Health Systems              account payable       $84,000
Allscripts
5501 Dillard Drive
Cary, NC 27518-9233

Prime Health Locums, L.L.C.    account payable       $53,635
2300 Lakeview Parkway
Suite 700
Alpharetta, GA 30004

Merck                          account payable       $42,116

Digirad Corp.                  account payable       $35,911

Porter & Schwartz, P.A.        account payable       $35,599

Blue Medical Supply, Inc.      account payable       $31,790

S. Nathaniel De Veaux, Esq.    claim under           $22,670
                               terminated premises
                               lease

Georgia Department of Revenue  payroll withholding   $8,000
                               taxes, interest and
                               penalty

Emory Healthcare               account payable       $7,900

Gwinnett County Tax Commission property tax,         $3,800
                               interest and penalty

Unlimited Transaction          account payable       $3,000

Emdeon Business Services       account payable       $2,127

Sunbelt Office Products        account payable       $900

Shred-X                        account payable       $734

Attorney Phillip R. Sauer      account payable       $501

Meadows & Ohly, L.L.C.         landlord              unknown

Solid Rock Financial, L.L.C.   landlord              unknown


PROTECTIVE FINANCE: Fitch Assigns Low-B Ratings on Six Classes
--------------------------------------------------------------
Fitch Ratings has assigned these ratings to Protective Finance
Corporation REMIC Commercial Mortgage Pass-Through Certificates,
series 2007-PL:

  -- $218,335,000 Class A-1 'AAA';
  -- $152,306,000 Class A-2 'AAA';
  -- $113,129,000 Class A-3 'AAA';
  -- $132,870,000 Class A-4 'AAA';
  -- $94,557,000 Class A-1A 'AAA';
  -- $1,015,997,122 Class IO 'AAA'(notional amount and interest
     only);
  -- $101,600,000 Class A-M 'AAA';
  -- $102,870,000 Class A-J 'AAA';
  -- $5,080,000 Class B 'AA+';
  -- $8,890,000 Class C 'AA';
  -- $6,350,000 Class D 'AA-';
  -- $7,620,000 Class E 'A+';
  -- $6,350,000 Class F 'A';
  -- $8,890,000 Class G 'A-';
  -- $7,620,000 Class H 'BBB+';
  -- $7,620,000 Class J 'BBB';
  -- $8,890,000 Class K 'BBB-'.
  -- $5,080,000 Class L 'BB+';
  -- $2,540,000 Class M 'BB';
  -- $2,540,000 Class N 'BB-';
  -- $2,540,000 Class O 'B+';
  -- $3,810,000 Class P 'B';
  -- $2,540,000 Class Q 'B-'.

The $13,970,122 Class S was not rated by Fitch.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 199
fixed or floating rate loans having an aggregate principal balance
of approximately $1,015,997,122, as of the cutoff date.


PRUDENTIAL AMERICANA: Jones Vargas Approved as Local Counsel
------------------------------------------------------------
Americana Holdings LLC, dba Prudential Americana Group
Realtors(R), and its debtor affiliates obtained authority from the
U.S. Bankruptcy Court for the District of Nevada and employ Jones
Vargas as their local counsel.

Jones Vargas will serve as associate to Nevada counsel and will be
responsible for all documents and other papers issued out of the
Court.  The firm is also responsible to transmit copies of all
documents and other papers so served to the admitted-out-of-state
counsel of record and to keep such counsel informed as to the
status of the case.

The documents submitted to the Court do not disclose the firm's
billing rate.

To the best of the Debtors' knowledge, the firm holds no interest
adverse to the Debtors' estates and is "disinterested" as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

The firm can be reached at:

             Janet L. Chubb, Esq.
             Jones Vargas
             100 West Liberty Street, 12th Floor
             P.O. Box 280
             Reno, NV 89504-0281
             Tel: (775) 786-5000

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: Wants to Hire Murray as Valuation Consultant
------------------------------------------------------------------
Americana Holdings LLC, dba Prudential Americana Group Realtors(R)
and its debtor-affiliates ask the U.S. Bankruptcy Court for the
District of Nevada for permission to employ Murray Consulting Inc.
as their valuation consultant.

The Debtors relate that they need valuation consultation and
potentially expect testimony as they work toward a plan of
reorganization.  The Debtors want to employ Murray as consultant
since it has considerable experience in the matter.  The
professional services of Murray will include valuation services as
requested by the Debtors.

The Debtors have paid Murray $5,000 retainer.  Documents submitted
to the Court do not disclose the firm's hourly rates.

The Debtors assure the Court that Murray does not hold or
represent any interest adverse to the Debtor or their estates.

The firm can be reached at:

             Stephen H. Murray, President & CEO
             Murray Consulting Inc.
             6898 S. University Blvd., Suite 200,
             Littleton, CO 80122
             Tel: (3030 741-1000
             Fax: (303) 741-1070

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.


QUALITY DISTRIBUTION: Unit Completes $50 Million Notes' Offering
----------------------------------------------------------------
Quality Distribution LLC, a subsidiary of Quality Distribution
Inc. and its subsidiary, QD Capital Corporation has consummated
its acquisition of Boasso America Corporation, a private placement
offering of $50 million of Senior Floating Rate Notes due 2012,
Series B and a new senior secured asset-based loan revolving
facility with a maturity of five and one half years, and that it
has repaid all outstanding indebtedness under its previously
existing credit facility.

"Establishing our new ABL Facility, and completing our
$50 million Notes offering during this turbulent market, provides
a strong testament to the strength of our business and our ability
to generate cash flow with our asset-light business model," Gary
Enzor, chief executive officer of the company, stated.  
"Completing the financing enabled us to close the Boasso
acquisition as anticipated.  Boasso, which has grown its revenues
at a double-digit pace the last several years, positions us to
serve global growth markets and provide an increased service
offering to our customers."

"Those offerings include rail transloading, trucking, cleaning
and depot services (maintenance, repair and storage) to facilitate
international container shipments," Mr. Enzor added.  "As the
first step in our expansion plan, Boasso president Scott Giroir
and his team will manage the opening of a new container facility
in Newark, New Jersey in early 2008.   This facility will allow
Boasso to extend its geographic reach into this important chemical
import/export market area.  We are excited about this acquisition
which, in addition to its high growth potential, is both positive
from a cash flow and earnings perspective on day one."

The Notes bear interest at a rate equal to three-month LIBOR plus
4.5%, reset on a quarterly basis. The initial interest rate on the
notes is 9.72% per annum.  Concurrently with the consummation of
the Notes offering, the new ABL Facility became effective and QDI
completed the Boasso acquisition.

The ABL Facility consists of a $195 million current asset tranche
with an initial rate of LIBOR plus 2% and a
$30 million fixed asset tranche with an initial rate of LIBOR plus
2.25%.  Total availability under these facilities after giving
effect to the Boasso acquisition and QDI's outstanding letter of
credit commitments is approximately $60 million.

The proceeds of the ABL Facility were used, together with the
proceeds from the Notes offering, to finance a portion of the
Boasso acquisition, to repay all outstanding indebtedness under
the company's previously existing credit facility and, going
forward, for working capital needs and general corporate purposes,
including permitted acquisitions.

The company acquired all of the outstanding capital stock of
Boasso for total consideration of approximately $58.9 million,
subject to final working capital adjustments.

                 About Quality Distribution Inc.

Headquartered in Tampa, Florida, Quality Distribution Inc.,
through its subsidiaries, Quality Carriers Inc. and Boasso America
Corporation, and through its affiliates and owner-operators,
provides bulk transportation and related services. QDI also
provides tank cleaning services to the bulk transportation
industry through its QualaWash(R) facilities.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on Quality Distribution Inc. and removed
the rating from CreditWatch, where it was placed with developing
implications on Aug. 24, 2007.  The outlook is positive.


QUEBECOR WORLD: Moody's Junks Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service downgraded Quebecor World Inc.'s  
corporate family rating by two notches to Caa2.  The company's
debt instruments and those of related companies, Quebecor World
Capital Corporation and Quebecor World Capital ULC, were also
downgraded and the related ratings outlooks were changed to
negative.  QWI's speculative grade liquidity rating remains at
SGL-4, indicating poor liquidity.  

The rating action concludes a review initiated on November 23rd,
and reflects increased default risk as the company looks to
renegotiate bank credit facility arrangements in advance of
potential financial covenant defaults that could occur when year-
end compliance is tested.  The company's ability to manage the
situation has been adversely impacted by cancellation of a
previously announced sale of the company's European operations.
This complicates an already difficult situation, and in light of
the tight time frame, increases execution risks.

In addition, without the benefit of sales proceeds from the
cancelled European transaction, it is not clear whether the
company may require more than mere financial covenant adjustments.  
However, even including the relatively weak European operations,
Moody's expects the company to be modestly cash flow positive
during 2008.  Accordingly, the revised ratings' levels reflect the
impact of liquidity related risks (rather than mid-to-long term
business prospects).  

Over the recent past, QWI has depended heavily on third party
financing to augment cash flow from operations.  This has created
significant reliance on the company's bank credit facility and has
strained both the CFR and SGL ratings.  Consequently, until such
time as QWI can validate its restructuring activities by way of
significant cash flow self-sufficiency, the close linkage between
the SGL and CFR ratings will continue to prevail, and over the
near-term, liquidity related milestones will trigger ratings
activity and will determine ratings outcomes.  Since resolution of
the current situation depends on events that the company cannot
control, the ratings outlook is negative.

* Downgrades:

- Issuer: Quebecor World, Inc.

  -- Corporate Family Rating, Downgraded to Caa2 from B3

  -- Probability of Default Rating, Downgraded to Caa2 from B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Caa3 (LGD4, 67) from Caa1 (LGD4, 66)

- Issuer: Quebecor World Capital Corporation

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Caa3 (LGD4, 67) from Caa1 (LGD4, 66)

- Issuer: Quebecor World Capital ULC

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Caa3 (LGD4, 67) from Caa1 (LGD4, 66)

* Outlook Actions:

- Issuer: Quebecor World, Inc.

  -- Outlook, Changed To Negative From Rating Under Review

- Issuer: Quebecor World Capital Corporation

  -- Outlook, Changed To Negative From Rating Under Review

- Issuer: Quebecor World Capital ULC

  -- Outlook, Changed To Negative From Rating Under Review

Headquartered in Montreal, Quebec, Canada, Quebecor World Inc. is
one of the world's largest commercial printers.  With an
approximate 36% economic and 85% voting interest, QWI's major
shareholder is Quebecor Inc. a publicly traded company that also
owns approximately 54.7% of Quebecor Media Inc., a privately held
leading Canadian media holding company.


RELIANT PHARMACEUTICALS: Moody's Withdraws All Ratings
------------------------------------------------------
Moody's Investors Service withdrew all ratings of Reliant
Pharmaceuticals, Inc.  The rating action follows the close of the
acquisition of Reliant by GlaxoSmithKline plc, previously
announced on Nov. 21, 2007.  Based on change of control provisions
within Reliant's credit agreement, Moody's understands that
Reliant's term loan has been repaid and that its revolving credit
agreement has been terminated.

  * Ratings withdrawn:

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Senior Secured Term Loan due 2012, B2 (LGD3, 48%)

  -- Senior Secured Delayed Draw Term Loan due 2012, (B2, LGD3,  
     48%)

Located in Liberty Corner, New Jersey, Reliant Pharmaceuticals is
a branded pharmaceutical company with integrated sales, marketing
and development expertise.


RESIDENTIAL CAPITAL: Reports Final Results for $750MM Tender Offer
------------------------------------------------------------------
Residential Capital, LLC disclosed the final results for its
cash tender offer for up to $750 million aggregate principal
amount of its debt securities.  The tender offer expired at 12:00
midnight EST on Dec. 19, 2007.  The terms and conditions of the
tender offer were described in detail in the Offer to Purchase
dated Nov. 21, 2007, and the related Letter of Transmittal, as
amended.

The notes enumerated identifies the principal amounts of each
series of notes validly tendered and accepted for purchase
pursuant to the tender offer.  The amounts of each series of notes
accepted for purchase were determined based on the aggregate
principal amount of each series of notes validly tendered and not
validly withdrawn before the expiration time, in accordance with
the priorities identified in the "Acceptance Priority Level" and
subject to the maximum tender offer amount of $750 million.

Based on the aggregate principal amount of notes tendered on or
before the expiration time and the terms of the tender offer,
ResCap will purchase all of the tendered notes.  The applicable
total consideration for the notes accepted for purchase, plus
accrued and unpaid interest, will be paid by ResCap on Dec. 20,
2007.

a) Security: Floating Rate Notes Due June 9, 2008(1)
   CUSIP Number: 76114EAA0
   ISIN Number: US76114EAA01
   Principal Amount Outstanding Prior to the Settlement of
   the Tender Offer: $1,250,000,000
   Acceptance Priority Level: 1
   Aggregate Principal Amount Tendered and Accepted for
   Payment: $51,290,000

b) Security: Floating Rate Notes Due Nov. 21, 2008(1)
   CUSIP Number: 76113BAL3
   ISIN Number: US76113BAL36
   Principal Amount Outstanding Prior to the Settlement of
   the Tender Offer: $500,000,000
   Acceptance Priority Level: 2
   Aggregate Principal Amount Tendered and Accepted for
   Payment: $30,152,000

c) Security: 6.125% Notes Due Nov. 21, 2008(1)
   CUSIP Number: 76113BAK5
   ISIN Number: US76113BAK52
   Principal Amount Outstanding Prior to the Settlement of
   the Tender Offer: $750,000,000
   Acceptance Priority Level: 3
   Aggregate Principal Amount Tendered and Accepted for
   Payment: $65,986,000

d) Security: Subor. Floating Rate Notes Due April 17, 2009(1)
   CUSIP Number: 76113BAN9 (Rule 144A), U76134AD4 (Regulation S)
   ISIN No.: US76113BAN91 (Rule 144A), USU76134AD49 (Regulation S)
   Principal Amount Outstanding Prior to the Settlement of
   the Tender Offer: $1,000,000,000
   Acceptance Priority Level: 4
   Aggregate Principal Amount Tendered and Accepted for
   Payment: $234,944,000, $6,735,000

(1) Listed in the Luxembourg Stock Exchange

Banc of America Securities LLC and Citi were the dealer managers
for the tender offer.  Global Bondholder Services Corporation was
the information agent and depositary.  Deutsche Bank Luxembourg
S.A. was the Luxembourg tender agent for the tender offer.

Persons with questions regarding the tender offer should contact
the dealer managers: Banc of America Securities LLC toll-free at
(866) 475-9886 or collect at (704) 386-3244 and Citi toll-free at
(800) 558-3745 or collect at (212) 723-6106, or the information
agent, toll-free at (866) 294-2200.

                   About Residential Capital

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Moody's downgraded to Ba3, from Ba1, its ratings on the senior
debt of Residential Capital LLC.  The outlook is negative.  

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

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


RICHARD WAGNER: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Richard A. Wagner, Sr.
        Jane M. Wagner
        1153 South 2nd Street
        Louisville, KY 40203

Bankruptcy Case No.: 07-34570

Chapter 11 Petition Date: December 19, 2007

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: Neil Charles Bordy, Esq.
                  Seiller, Waterman, L.L.C.
                  2200 Meidinger Tower
                  462 South 4th Street
                  Louisville, KY 40202

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
National City                                        $16,767
P.O. Box 856176
Louisville, KY 40285-6176

Jefferson County Sheriffs      Property tax 1312 S   $2,038
Office                         2nd
P.O. Box 70300                   
Louisville, KY 40270-3000

                               Property Tax 1331 S   $1,725
                               Brook

                               Property tax 1211 S   $1,663
                               2nd

                               Property Tax 1153 S   $1,153

Lowes Business Account                               $2,905
P.O. Box 530970
Atlanta, GA 30353-0970

Home Depot Credit Services                           $2,286

Capital One                                          $2,066

Menards                                              $1,920

Michelle D. McBride            Property tax 2421 N   $892
                               8th Street
                               St. Charles, MO


ROBERT BISHOP: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Robert Scott Bishop
        dba R.S.B. Construction
        Teresa Ann Bishop  
        4930 Jupiter Hills
        Idaho Falls, ID 83401

Bankruptcy Case No.: 07-41068

Type of Business: The Debtor constructs single-family houses.

Chapter 11 Petition Date: December 19, 2007

Court: District of Idaho (Pocatello)

Judge: Jim D. Pappas

Debtor's Counsel: Robert J. Maynes, Esq.
                  P.O. Box 3005
                  Idaho Falls, ID 83403-3005
                  Tel: (208) 552-6442

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
G.C.C., L.L.C.                 deficiency/alter ego  $2,354,947
410 Memorial Drive, Suite 206
Idaho Falls, ID 83402

Zion's Bank                    promissory note       $488,117
1235 South Utah Avenue
Idaho Falls, ID 83402

                               deficiency            $162,431

                                                     $46,000

Cambridge Development Co.      deficiency/alter ego  $454,546
Paul Fife
700 South Woodruff Avenue
Idaho Falls, ID 83401

Ron & Angie Martinez           indemnity claim       $215,867

Scenic Falls Credit Union      deficiency; value of  $140,784
                               security: $442,014

Bank of Idaho                                        $97,919

J.&R. Plumbing & Heating Co.,  guaranty              $71,172
Inc.

Ryan Precision Cabinets, Inc.  guaranty              $43,337

Bank of Commerce               deficiency/guaranty   $34,492

Advanced Electrical Services   guaranty              $33,056

Stucco Boys, L.L.C.            guaranty              $32,910

American Express               guaranty              $31,955

Ramrk Plumbing                 guaranty              $23,011

Central Heating & Air          guaranty              $22,714

H.S.B.C. Business Solutions    guaranty              $20,697

Card Member Services                                 $15,522


ROCKFORD PRODUCTS: Court Converts Case to Chap. 7 Liquidation
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
converted Rockford Products Corp.'s  Chapter 11 case into a
Chapter 7 liquidation proceeding.

As reported in the Troubled Company Reporter on Dec. 10, 2007,
the Debtor have sold most of its assets in September and November
and the sale proceeds all went to secured creditors.

The Debtor intended to liquidate its "minimal assets" under
chapter 7.

Rockford Products Corporation, -- http://www.rockfordproducts.com/
and http://www.rockfordinternational.com/-- originally formed in
1929, manufactures, sources and distributes high quality, cold
formed steel components, fasteners and other related products to
Tier 1 and 2 suppliers to automobile manufacturers, the automotive
aftermarket and non-automotive customers.  Most of Rockford
Products' manufacturing and distribution operations are located in
Rockford, Illinois, where Rockford Products leases three
facilities with a combined area of 988,000 square feet.  Rockford
Products currently has 516 employees.  Annual revenues for
Rockford Products amounted to around $100 million in fiscal 2006.

The Debtor and its debtor-affiliate, Rockford Products Global
Services Inc., filed Chapter 11 bankruptcy protection on July 25,
2007 (Bankr. N.D. Ill. Case No. 07-71768 and 07-71769).  Thomas J.
Augspurger, Esq. at LeBoeuf, Lamb, Greene & MacRae LLP represents
the Debtors in their restructuring efforts.  BMC Group act as the
Debtors' claims, noticing, and balloting agent.  Lawyers at
Greenberg Traurig LLP serve as counsel to the Official Committee
of Unsecured Creditors.  The Debtors schedules disclose total
assets of $49,002,753 and total liabilities of $40,438,278.


ROO GROUP: Appoints Kaleil Isaza Tuzman as Chairman and CEO
-----------------------------------------------------------
ROO Group Inc. has entered into an executive management agreement
with KIT Capital pursuant to which it has agreed to appoint Kaleil
Isaza Tuzman as chairman and chief executive officer commencing on
Jan. 9, 2008.  Mr. Isaza Tuzman will succeed Robert Petty, who
will retain the office of vice-chairman of the board of directors
and founder.

Mr. Isaza Tuzman, 36, is the president and chief operating
officer of JumpTV Inc. where he is responsible for managing
the company's day-to-day operations including business
development, sales, marketing, network operations and product
development.

He will be stepping down from his operating position at JumpTV
on or before Jan. 8, 2008, but will remain on the board of that
company.

ROO also disclosed that four independent members of the company's
board of directors -- Simon Bax, Stephen Palley, Scott Ackerman
and Doug Chertok -- have resigned.  The company's board of
directors is expected to appoint Mr. Isaza Tuzman as a director
and the chairman of the board.

Upon Mr. Isaza Tuzman's appointment, the board will consist of
three directors which will include current board members Robert
Petty and Robin Smyth, executive director.  

In accordance with the terms of an executive management agreement,
Mr. Isaza Tuzman will have the right to appoint up to four new
independent board members to fill vacancies on the board, subject
to shareholder approval.  Mr. Isaza Tuzman, is also investing in
the company through an affiliated entity.

Mr. Isaza Tuzman has been brought on to rationalize the existing
business and position ROO to become the leader in IPTV
infrastructure services-through both organic growth and strategic
acquisition.  

"We are very pleased to welcome Kaleil as our new CEO," said
Robert Petty, chairman of ROO.  "Kaleil brings the experience and
insight needed to lead us through this next stage of growth.  He
has a proven record of helping companies achieve their fullest
potential and we are confident that his deep knowledge of our
sector, operational discipline and leadership
skills will enable us to generate value for our shareholders."

"ROO is at an inflection point in its development," Mr. Isaza
Tuzman stated.  "The massive growth in the demand for high-value,
IP video content, coupled with the need for leading edge platform
provisioning puts this company in a very enviable position.  I
believe that with greater emphasis on exclusive content, TV
broadcaster relationships and the best quality distribution tools,
ROO will become the leading player in the
provisioning of video over the Internet."

"In my view, a focused B2B strategy is what is needed to build a
profitable company in the sector," Mr. Isaza Tuzman added. ROO's
commitment to this path -- coupled with our shared vision of
potential industry consolidation -- has been critical to my
decision to invest in and manage the company."

Under new management, the company plans to:

   -- leverage expertise in international media to expand
      client and partner base;
   -- reduce costs and implement cost control policies company-
      wide;
   -- achieve profitability quickly as possible;
   -- assess and prioritize product development initiatives;
   -- assess corporate branding;
   -- assess and execute strategic acquisitions consistent with
      the IPTV platform provisioning strategy, including the
      development of live-streaming and mobile distribution
      capabilities.

As part of the strategic realignment, ROO also has completed a
recent reduction of 21% of its workforce.  This decision
reflects the substantial completion of ROO's platform and
automated distribution tools, which have made the company more
efficient and reduced staffing needs.

"ROO has now entered a new phase of development," Robert Petty,
chairman of ROO, said.  "We have substantially automated our
operations, allowing us to function as a leaner, more effective
company."

"I would like to thank our independent board members for their
contributions to our organization," Mr. Petty concluded.  "As a
result of their guidance, we are now a stronger, more efficient
company."

As part of the executive management agreement, KIT Capital Ltd.,
an entity controlled by Kaleil Isaza Tuzman, has been granted the
right to purchase up to 51% of the preferred class of shares in
the company at $0.38 per share.  KIT Capital has the option to
invest up to $5 million in common shares of the company at $0.16
per share, a 15% premium to the Dec. 18, 2007, closing price.

                        About ROO Group

Headquartered in New York, ROO Group Inc. (OTC BB: RGRP) --
http://www.roo.com/-- is a provider of digital media   
solutions and advercasting technology that enables the activation,
marketing and distribution of digital media video content over the
Internet and emerging broadcasting platforms such as set top boxes
and mobile communication devices.   ROO was founded in 2001 and
went public in 2003.  ROO has over 100 employees with worldwide
operations in New York, Los Angeles, London and Australia.

As reported in the Troubled Company Reporter on Sept. 10, 2007
ROO incurred a net loss of approximately $7.4 million in the
second quarter of 2007, including $1.2 million of non-cash related
items.  This compares to a net loss of $3.2 million for three
months ended June 30, 2006, including $700,000 of non-cash related
items.

                       Going Concern Doubt

Moore Stephens PC expressed substantial doubt about ROO Group
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses and negative cash flows from
operations.


RYLAND GROUP: Moody's Cuts Ratings to Ba1 with Negative Outlook
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of The Ryland Group,
Inc., including its corporate family rating and the ratings on the
various issues of senior unsecured notes to Ba1 from Baa3.  The
ratings were taken off review for downgrade where they had been
placed on Oct. 31, 2007, and the outlook is negative.

The downgrades and negative outlook reflect these considerations:

1) Moody's does not see a sector recovery beginning before well
into 2009 at the earliest, with a housing recovery likely to be
listless at first and protracted, thus prolonging Ryland's
underperformance on key financial metrics versus prior
expectations.

2) Covenant compliance in 2008 will be challenging.  While the
company did succeed in obtaining elimination of its interest
coverage covenant, the trade-off was a reduction of its debt
leverage covenant to 57.5%, from 60%, with further tightening to
become effective if interest coverage were to fall below a
threshold level, which Moody's expects to occur in 2008.  Combined
with additional land impairment and option abandonment charges,
which Moody's expects to continue throughout 2008, the currently
adequate debt leverage cushion may erode substantially and
quickly.

3) Although Ryland has been able to reduce actual inventory levels
(i.e., reported inventory levels that are adjusted to reflect land
impairment and option abandonment charges), the pace of this
reduction has lagged that of some of its peers as well as Moody's
expectations and, as a result, has essentially blocked robust and
sustainable cash flow generation to date.  Given the fiercely
competitive markets in which Ryland operates, the elevated levels
of both new and existing housing inventory, Moody's expectations
of continued home price weakness in 2008 and on into 2009, and
high cancellation rates, Moody's is concerned that actual
inventory reduction and cash flow generation may remain sluggish
in the coming year.

4) Ryland's bottom line profits will remain under heavy pressure
in 2008, given Moody's expectation that land impairments and
option abandonments will continue at a brisk pace. Moody's expects
investment grade companies, even in cyclical industries,
eventually to return to profitability, even with charge-offs.

5) Liquidity may be adversely impacted if the current buyer of
nearly all of Ryland-originated mortgage loans either changes its
criteria or is unwilling or unable to continue funding at the same
pace as before.  In either case, Ryland may have to inject
additional equity into its mortgage subsidiary and/or try to
obtain an adequately-sized mortgage warehouse line.

Going forward, the outlook could stabilize if Ryland were able to
boost the pace of its inventory reduction and sustainable cash
flow generation and use the cash flow to build liquidity and
reduce debt.  The outlook and ratings could be further stressed if
cash flow generation were to turn negative for a twelve month
period, covenant compliance became problematic, and/or the company
were to incur a sizable loss even before taking impairment and
option abandonment charges.

* The ratings changes are:

  -- Corporate family rating lowered to Ba1 from Baa3

  -- Senior unsecured notes lowered to Ba1 (LGD4, 60%) from
     Baa3

Headquartered in Calabasas, California and founded in 1967, The
Ryland Group, Inc. is one of the nation's leading builders of
single family homes, currently operating in 28 markets across the
United States, with homebuilding revenues and consolidated net
income for the trailing 12 months ended Sept. 30, 2007 of
approximately $3.5 billion and ($44) million, respectively.


SAGE CREEK: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Sage Creek Ranch, L.L.C.
        369 Santa Ana
        San Francisco, CA 94127
        Tel: (415) 244-8235

Bankruptcy Case No.: 07-31657

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

Chapter 11 Petition Date: December 20, 2007

Court: Northern District of California (San Francisco)

Debtor's Counsel: John S. Morken, Sr., Esq.
                  760 Market Street, Suite 938
                  San Francisco, CA 94102
                  Tel: (415) 391-6140

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  Less than $50,000

The Debtor did not file a list of its 20 largest unsecured
creditors.


SAIL: Fitch Junks Ratings on Three Certificate Classes
------------------------------------------------------
Fitch Ratings has taken these rating actions on 5 SAIL, mortgage
pass-through certificate.  Affirmations total $2.46 billion and
downgrades total $671.3 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

SAIL 2005-02

  -- $178.8 million class A affirmed at 'AAA'
     (BL: 68.44, LCR: 6.71);

  -- $59.1 million class M1 affirmed at 'AA+'
     (BL: 55.25, LCR: 5.42);

  -- $54.0 million class M2 affirmed at 'AA'
     (BL: 41.55, LCR: 4.07);

  -- $27.0 million class M3 affirmed at 'AA-'
     (BL: 36.66, LCR: 3.59);

  -- $24.0 million class M4 affirmed at 'A+'
     (BL: 17.89, LCR: 1.75);

  -- $23.0 million class M5 affirmed at 'A'
     (BL: 15.72, LCR: 1.54);

  -- $15.0 million class M6 affirmed at 'A-'
     (BL: 14.26, LCR: 1.40)

  -- $17.0 million class M7 downgraded to 'BBB' from 'BBB+'
     (BL: 12.55, LCR: 1.23);

  -- $15.0 million class M8 downgraded to 'BBB-' from 'BBB'
     (BL: 11.40, LCR: 1.12).

Summary

  -- Originators: (51.61% BNC Mortgage, 21.55% Finance
     America);
  -- 60+ day Delinquency: 25.84%;
  -- Realized Losses to date (% of Original Balance): 1.12%;
  -- Expected Remaining Losses (% of Current Balance): 10.20%;
  -- Cumulative Expected Losses (% of Original Balance): 3.39%.

SAIL 2005-03

  -- $319 million class A affirmed at 'AAA'
     (BL: 60.48, LCR: 4.90);

  -- $52.9 million class M1 affirmed at 'AA+'
     (BL: 52.55, LCR: 4.25);

  -- $76.6 million class M2 affirmed at 'AA'
     (BL: 40.62, LCR: 3.29);

  -- $41.8 million class M3 downgraded to 'A' from 'AA-'
     (BL: 19.59, LCR: 1.59);

  -- $33.4 million class M4 downgraded to 'A-' from 'A+'
     (BL: 17.35, LCR: 1.40);

  -- $30.6 million class M5 downgraded to 'BBB' from 'A'
     (BL: 15.24, LCR: 1.23);

  -- $25.1 million class M6 downgraded to 'BB+' from 'A-'
     (BL: 13.47, LCR: 1.09);

  -- $22.2 million class M7 downgraded to 'BB' from 'BBB+'
     (BL: 11.95, LCR: 0.97);

  -- $20.9 million class M8 downgraded to 'BB-' from 'BBB'
     (BL: 11.01, LCR: 0.89).

Summary

  -- Originators: (35.20% Option One, 32.10% BNC, 21.60%
     Finance America);
  -- 60+ day Delinquency: 30.12%;
  -- Realized Losses to date (% of Original Balance): 1.40%;
  -- Expected Remaining Losses (% of Current Balance): 12.35%;
  -- Cumulative Expected Losses (% of Original Balance): 4.35%.

SAIL 2005-04

  -- $254.3 million class A affirmed at 'AAA'
     (BL: 64.91, LCR: 5.43)

  -- $67.1 million class M1 affirmed at 'AA+'
     (BL: 53.58, LCR: 4.48)

  -- $57.3 million class M2 affirmed at 'AA+'
     (BL: 42.55, LCR: 3.56)

  -- $34.6 million class M3 affirmed at 'AA'
     (BL: 37.57, LCR: 3.14)

  -- $32.4 million class M4 affirmed at 'AA-'
     (BL: 28.12, LCR: 2.35)

  -- $31.3 million class M5 downgraded to 'A-' from 'A+'
     (BL: 17.35, LCR: 1.45)

  -- $23.8 million class M6 downgraded to 'BBB' from 'A'
     (BL: 15.25, LCR: 1.28)

  -- $23.8 million class M7 downgraded to 'BBB-' from 'A-'
     (BL: 13.15, LCR: 1.10)

  -- $14.1 million class M8 downgraded to 'BB' from 'BBB+'
     (BL: 11.90, LCR: 1.00)

  -- $21.6 million class M9 downgraded to 'B' from 'BBB'
     (BL: 10.10, LCR: 0.85)

Summary

  -- Originators: (39.30% BNC, 23.20% Option One, 20.30%
     Finance America, 14.70% Aurora);
  -- 60+ day Delinquency: 27.09%;
  -- Realized Losses to date (% of Original Balance): 1.32%;
  -- Expected Remaining Losses (% of Current Balance): 11.95%;
  -- Cumulative Expected Losses (% of Original Balance): 4.58%.

SAIL 2005-05

  -- $359.2 million class A affirmed at 'AAA'
     (BL: 60.40, LCR: 4.73);

  -- $37.4 million class M1 affirmed at 'AA+'
     (BL: 49.47, LCR: 3.87);

  -- $68.6 million class M2 affirmed at 'AA'
     (BL: 40.04, LCR: 3.13);

  -- $44.9 million class M3 affirmed at 'AA-'
     (BL: 34.15, LCR: 2.67);

  -- $37.4 million class M4 affirmed at 'A+'
     (BL: 29.19, LCR: 2.28);

  -- $29.9 million class M5 downgraded to 'BBB+' from 'A'
     (BL: 16.93, LCR: 1.32);

  -- $29.9 million class M6 downgraded to 'BBB-' from 'A-'
     (BL: 14.80, LCR: 1.16);

  -- $27.4 million class M7 downgraded to 'BB' from 'BBB+'
     (BL: 12.85, LCR: 1.01);

  -- $18.7 million class M8 downgraded to 'BB-' from 'BBB'
     (BL: 11.38, LCR: 0.89);

  -- $24.9 million class M9 downgraded to 'B' from 'BBB-'
     (BL: 9.84, LCR: 0.77).

Summary

  -- Originators: (27.23% BNC, 12.80% Option One);
  -- 60+ day Delinquency: 27.50%;
  -- Realized Losses to date (% of Original Balance): 1.11%;
  -- Expected Remaining Losses (% of Current Balance): 12.78%;
  -- Cumulative Expected Losses (% of Original Balance): 5.01%.

SAIL 2005-10

  -- $1364.5 million class A affirmed at 'AAA'
     (BL: 41.54, LCR: 2.43);

  -- $60.6 million class M1 affirmed at 'AA+'
     (BL: 34.65, LCR: 2.02);

  -- $48.1 million class M2 downgraded to 'A+' from 'AA'
     (BL: 29.10, LCR: 1.70);

  -- $33.2 million class M3 downgraded to 'A-' from 'AA-'
     (BL: 25.25, LCR: 1.47);

  -- $24.9 million class M4 downgraded to 'BBB+' from 'A+'
     (BL: 22.32, LCR: 1.3);

  -- $24.9 million class M5 downgraded to 'BBB-' from 'A'
     (BL: 19.48, LCR: 1.14);

  -- $19.1 million class M6 downgraded to 'BB' from 'A-'
     (BL: 17.15, LCR: 1.00);

  -- $16.6 million class M7 downgraded to 'B' from 'BBB+'
     (BL: 14.99, LCR: 0.88);

  -- $12.4 million class M8 downgraded to 'B' from 'BBB'
     (BL: 13.36, LCR: 0.78);

  -- $12.4 million class M9 downgraded to 'C/DR5' from 'BBB-'
     (BL: 11.66, LCR: 0.68);

  -- $16.6 million class B1 downgraded to 'C/DR5' from 'BBB-'
     (BL: 9.56, LCR: 0.56), removed from Rating Watch Negative;

  -- $11.6 million class B2 downgraded to 'C/DR6' from 'BBB-'
     (BL: 8.24, LCR: 0.48), removed from Rating Watch Negative.

Summary

  -- Originators: (58.80% BNC, 19.80% AIG Federal Savings
     Bank);
  -- 60+ day Delinquency: 24.41%;
  -- Realized Losses to date (% of Original Balance): 1.59%;
  -- Expected Remaining Losses (% of Current Balance): 17.12%;
  -- Cumulative Expected Losses (% of Original Balance):
     10.53%.

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


SAKS INC: Moody's Holds All Ratings with Positive Outlook
---------------------------------------------------------
Moody's Investors Service affirmed all ratings of Saks, Inc.,
including its corporate family rating of B2, and the ratings of
its senior unsecured long term debt at B3.  The outlook remains
positive.

* Ratings affirmed:

  -- Corporate family rating B2
  -- 7% Global notes due 12/01/2013 B3 (LGD5, 71.6%)
  -- 7.5% Bonds due 12/01/2010 B3 (LGD5, 71.6%)
  -- 2% Convertible notes due3/15/2024 B3 (LGD5, 71.6%)
  -- 8.25% notes due 11/15/2008 B3 (LGD5, 71.6%)
  -- 7.375% Bonds due 2/15/2019 B3 (LGD5, 71.6%)
  -- 9.875% Notes due 10/01/2011 B3 (LGD5, 71.6%)
  -- Probability of default B2

Saks' B2 corporate family rating reflects the company's position
in the luxury retail segment.  The rating is also supported by the
company's recently demonstrated success in merchandizing as
reflected in its high comparable store sales, 14.4%, 13.2%, and
11.4% for quarters one through three, respectively.  Saks is
benefiting from its store remodeling program and focused inventory
investments as evidenced by the above mentioned comparable store
sales.

The ratings are constrained by the company's ongoing high
leverage.  The company paid two dividends over $500 million each
in the second and fourth quarters of the fiscal year ended
February 3, 2007, while paying down approximately $100 million of
debt.  The ratings are also constrained by the company's
continuing poor operating margins, its strained cash flow and the
very high seasonality of cash flow from operations.  Mr. Ed
Henderson, Senior Analyst said, "Saks continues to improve the
operations and has basically completed the corporate office
restructuring.  Therefore, the outlook remains positive."

Saks Incorporated, headquartered in New York, New York, operates
54 Saks Fifth Avenue luxury department stores, 49 Off Fifth off-
price stores and 87 Club Libby Lu specialty stores.  Previously,
the company operated Saks Department Store Group which was sold to
Belk, Inc. in July 2005, Northern Department Store Group which was
sold to The Bon-Ton Stores Inc. in March 2006, and Parisian which
was sold to Belk in October 2006.


SASCO: Fitch Affirms 'BB+' Ratings on Two Certificate Classes
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on 5 SASCO mortgage
pass-through certificates.  Affirmations total $833.1 million and
downgrades total $9.68 million.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

SASCO 2005-NC1

  -- $81.9 million class A affirmed at 'AAA'
     (BL: 62.61, LCR: 7.63);

  -- $22.1 million class M-1 affirmed at 'AA+'
     (BL: 49.99, LCR: 6.09);

  -- $12.8 million class M-2 affirmed at 'AA+'
     (BL: 42.52, LCR: 5.18);

  -- $12.8 million class M-3 affirmed at 'AA'
     (BL: 33.83, LCR: 4.12);

  -- $16.4 million class M-4 affirmed at 'A+'
     (BL: 17.00, LCR: 2.07);

  -- $4.9 million class M-5 affirmed at 'A'
     (BL: 15.59, LCR: 1.90);

  -- $7.1 million class M-6 affirmed at 'A-'
     (BL: 13.58, LCR: 1.65);

  -- $7.1 million class M-7 affirmed at 'BBB'
     (BL: 11.26, LCR: 1.37);

  -- $7.1 million class M-8 affirmed at 'BBB-'
     (BL: 9.25, LCR: 1.13).

Summary

  -- Originators: (100% New Century);
  -- 60+ day Delinquency: 19.48%;
  -- Realized Losses to date (% of Original Balance): 1.05%;
  -- Expected Remaining Losses (% of Current Balance): 8.21%;
  -- Cumulative Expected Losses (% of Original Balance): 3.20%.

SASCO 2005-NC2

  -- $121.5 million class A affirmed at 'AAA'
     (BL: 64.45, LCR: 7.56);

  -- $7.7 million class M-2 affirmed at 'AA+'
     (BL: 51.49, LCR: 6.04);

  -- $24.2 million class M-3 affirmed at 'AA+'
     (BL: 41.72, LCR: 4.89);

  -- $16.9 million class M-4 affirmed at 'AA'
     (BL: 34.24, LCR: 4.02);

  -- $14.5 million class M-5 affirmed at 'AA'
     (BL: 19.29, LCR: 2.26);

  -- $13.5 million class M-6 affirmed at 'A+'
     (BL: 16.76, LCR: 1.97);

  -- $9.6 million class M-7 affirmed at 'A'
     (BL: 14.91, LCR: 1.75);

  -- $9.6 million class M-8 affirmed at 'A-'
     (BL: 13.02, LCR: 1.53);

  -- $9.6 million class M-9 affirmed at 'BBB+'
     (BL: 11.05, LCR: 1.30);

  -- $9.6 million class M-10 downgraded to 'BBB-' from 'BBB'
     (BL: 9.45 , LCR: 1.11).

Summary

  -- Originators: (100% New Century);
  -- 60+ day Delinquency: 18.56%;
  -- Realized Losses to date (% of Original Balance): 0.97%;
  -- Expected Remaining Losses (% of Current Balance): 8.53%;
  -- Cumulative Expected Losses (% of Original Balance): 3.39%.

SASCO 2005-RMS1

  -- $43.2 million class A affirmed at 'AAA'
     (BL: 66.04, LCR: 6.82).

Summary

  -- Originators: (76.60% Equifirst, 23.00% Wilmington);
  -- 60+ day Delinquency: 22.68%;
  -- Realized Losses to date (% of Original Balance): 1.01%;
  -- Expected Remaining Losses (% of Current Balance): 9.68%;
  -- Cumulative Expected Losses (% of Original Balance): 3.33%.

SASCO 2005-WF1

  -- $88.1 million class A affirmed at 'AAA'
     (BL: 68.96, LCR: 11.32);

  -- $44.6 million class M1 affirmed at 'AA+'
     (BL: 48.30, LCR: 7.93);

  -- $30.9 million class M2 affirmed at 'AA'
     (BL: 22.01, LCR: 3.61);

  -- $9.8 million class M3 affirmed at 'AA-'
     (BL: 19.76, LCR: 3.24);

  -- $12.6 million class M4 affirmed at 'A+'
     (BL: 16.83, LCR: 2.76);

  -- $8.9 million class M5 affirmed at 'A'
     (BL: 14.86, LCR: 2.44);

  -- $7.9 million class M6 affirmed at 'A-'
     (BL: 13.11, LCR: 2.15);

  -- $7.5 million class M7 affirmed at 'BBB+'
     (BL: 11.48, LCR: 1.88);

  -- $4.6 million class M8 affirmed at 'BBB'
     (BL: 10.42, LCR: 1.71);

  -- $9.3 million class M9 affirmed at 'BBB-'
     (BL: 8.39, LCR: 1.38);

  -- $7.5 million class B1 affirmed at 'BB+'
     (BL: 7.63, LCR: 1.25).

Summary

  -- Originators: (100% Wells Fargo);
  -- 60+ day Delinquency: 16.35%;
  -- Realized Losses to date (% of Original Balance): 0.55%;
  -- Expected Remaining Losses (% of Current Balance): 6.09%;
  -- Cumulative Expected Losses (% of Original Balance): 2.12%.

SASCO 2005-WF2

  -- $53 million class A affirmed at 'AAA'
     (BL: 73.46, LCR: 11.04);

  -- $29.1 million class M1 affirmed at 'AA+'
     (BL: 56.16, LCR: 8.44);

  -- $18.1 million class M2 affirmed at 'AA'
     (BL: 24.48, LCR: 3.68);

  -- $11 million class M3 affirmed at 'AA-'
     (BL: 21.21, LCR: 3.19);

  -- $9.3 million class M4 affirmed at 'A+'
     (BL: 17.27, LCR: 2.60);

  -- $9.7 million class M5 affirmed at 'A'
     (BL: 14.52, LCR: 2.18);

  -- $7.3 million class M6 affirmed at 'A-'
     (BL: 12.38, LCR: 1.86);

  -- $6.7 million class M7 affirmed at 'BBB+'
     (BL: 10.38, LCR: 1.56);

  -- $4 million class M8 affirmed at 'BBB'
     (BL: 9.18, LCR: 1.38);

  -- $4 million class M9 affirmed at 'BBB-'
     (BL: 8.22, LCR: 1.24);

  -- $4.6 million class B1 affirmed at 'BB+'
     (BL: 7.44, LCR: 1.12).

Summary

  -- Originators: (100% Wells Fargo);
  -- 60+ day Delinquency: 19.58%;
  -- Realized Losses to date (% of Original Balance): 0.56%;
  -- Expected Remaining Losses (% of Current Balance): 6.65%;
  -- Cumulative Expected Losses (% of Original Balance): 2.23%.

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


SAXON ASSET: Fitch Chips Rating on $12.6MM Certs. to B from BBB-
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Saxon Asset
Securities Trust's mortgage pass-through certificates.
Affirmations total $292.8 million and downgrades total
$59.8 million.  Break Loss percentages and Loss Coverage Ratios
for each class are included with the rating actions as:

Series 2005-3

  -- $174.5 million class A affirmed at 'AAA'
     (BL: 55.58, LCR: 5.59);

  -- $34.2 million class M-1 affirmed at 'AA+'
     (BL: 46.72, LCR: 4.70);

  -- $31.5 million class M-2 affirmed at 'AA'
     (BL: 38.64, LCR: 3.88);

  -- $20.7 million class M-3 affirmed at 'AA-'
     (BL: 33.24, LCR: 3.34);

  -- $16.2 million class M-4 affirmed at 'A+'
     (BL: 18.55, LCR: 1.86);

  -- $15.7 million class M-5 affirmed at 'A'
     (BL: 15.85, LCR: 1.59);

  -- $13 million class M-6 downgraded to 'BBB+' from 'A-'
     (BL: 13.71, LCR: 1.38);

  -- $14.4 million class B-1 downgraded to 'BBB-' from 'BBB+'
     (BL: 11.58, LCR: 1.16);

  -- $9.9 million class B-2 downgraded to 'BB' from 'BBB'
     (BL: 10.56, LCR: 1.06);

  -- $9.9 million class B-3 downgraded to 'BB' from 'BBB-'
     (BL: 9.74, LCR: 0.98);

  -- $12.6 million class B-4 downgraded to 'B' from 'BBB-'
     (BL: 8.69, LCR: 0.87).

Deal Summary

  -- Originators: 100% Saxon Mortgage Inc.;
  -- 60+ day Delinquency: 18.78%;
  -- Realized Losses to date (% of Original Balance): 0.46%;
  -- Expected Remaining Losses (% of Current Balance): 9.95%;
  -- Cumulative Expected Losses (% of Original Balance): 4.60%.

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


SEE WHY GERARD: Hearing on Comedy Works Feud Set for February 1
---------------------------------------------------------------
The Hon. Robert E. Littlefield Jr. of the U.S. Bankruptcy Court
for the Northern District of New York has set a hearing on Feb. 1,
2008, to resolve a dispute between See Why Gerard LLC and The
Comedy Works, The Business Review reports citing See Why Gerard
counsel Richard Weiskopf, Esq.

The feud arose when Comedy Works owner Tom Nicchi refused to
vacate DeWitt Clinton, an 11-story apartment at Albany owned by
See Why Gerard, Business Review relates.  See Why Gerard intends
to turn the DeWitt property into a hotel, which it acquired at a
$5.3 million in April 2006, Business Review notes.

However, Mr. Nicchi said he holds a five-year lease deal with
DeWitt's former owner that matures in December next year and has
shelled out at least $500,000 in renovation expenses, Business
Review reveals.

See Why Gerard had asked the Court to reject the lease of Comedy
Works saying that its $3,000 monthly rate is not enough for the
its occupied space of 6,000 square feet, Business Review relates.

Mary C. Kenney, Esq., and Steve Waite, Esq., of Waite & Associates
represent Comedy Works.

Brooklyn, New York-based See Why Gerard LLC is a real estate
holding and development company.  It filed for chapter 11
bankruptcy on Nov. 14, 2007 (Bankr. N.D. NY Case No. 07-13113).  
Richard H. Weiskopf, Esq., at O'Connell & Aronowitz represents the
Debtor in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed total assets of $4,817,000 and total debts
$5,296,273.


SOMERSET MEDICAL: Declining Liquidity Cue Moody's to Cut Rating
---------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Ba1 the
rating assigned to Somerset Medical Center's outstanding
$81.3 million of Series 2003 bonds and approximately $29.1 million
of Series 1994 bonds outstanding (underlying rating, FGIC
insured).  The outlook is revised to negative from stable.  The
rating downgrade and outlook revision reflects deteriorating
financial performance, an overleveraged and challenged balance
sheet with declining liquidity and an inability to meet budgeted
expectations.  Also outstanding are approximately $21.3 million of
Capital Asset Loan bonds issued by the Authority which are not
rated.

  * Legal Security: First mortgage on the medical center  
     physical plant; Gross revenues pledge; Debt Service    
     Reserve Fund.

  * Interest Rate Derivatives: On July 1, 2004, the Medical
    Center entered into a transaction involving its Series A   
    Bonds which involved a third-party financial institution
    and the use of several derivative instruments.  As part of   
    the transaction, the Medical Center called the outstanding
    amount of the Series A Bonds on July 1, 2004 (the first
    optional call date) and sold them to an unrelated third-
    party financial institution.  The Medical Center entered
    into Agreements with a financial institution under which
    the Medical Center receives the fixed rate on the Series A
    Bonds (ranging from 4.6% to 5.2% at Dec. 31, 2005, with   
    and average rate of 5.17%) and pays a variable rate equal    
    to the BMA Index plus 50 basis points (at Dec. 31,
    2005) effectively resulting in a conversion of the Series A
    from a fixed rate to a variable rate.  This Agreement also
    includes a total return payment at termination equal to any
    gain (paid by the financial institution) or loss (paid by
    the Medical Center) in the value of the Series A Bonds.

In 2003, the Medical Center entered into an interest rate swap
agreement with a forward effective date of July 1, 2004 and a
notional amount of $30,040,000.  Under the terms of the interest
rate swap agreement, the Medical Center will pay a fixed interest
payment of 3.5925% and will receive a variable interest payment
from the swap counter-party of 67% of LIBOR plus 52 basis points.  
The swap expires on July 1, 2011.

                        Strengths

  * Favorable geographic location and demographics in affluent  
    Somerset County contribute to its dominant inpatient market  
    share as the only hospital in the County

  * A modern and attractive physical plant that has been fully    
    upgraded and should require modest routine capital  
    investment through the intermediate term.  Service
    enhancements have been made to the oncology program (new
    cancer center opened during 2006), sleep center program
    (largest program in tri-state area), wound care (including
    hyperbaric treatment), dedicated stroke unit, addition of
    intensivists to staff, and expansion of inpatient   
    behavioral health service.

  * Cancer center is now tracking according to plans and sleep
    center generates a healthy margin, supplementing losses   
    from acute service lines.

  * Elective angioplasty provided in a pilot program  
    complements an active cardiac catheterization program.  CON
    submitted to continue service.

  * Renegotiated managed care contracts included sizable rate  
    increases that bring contracts to market rates over time.

  * Potential sale of its cancer center would enable SMC to   
    repay $15 million of debt and replenish balance sheet.  
    Decision to be made in early 2008.

  * Expected sale or closure of Muhlenberg Hospital, located in
    the secondary service area, during 2008 should provide for
    additional needed volume to SMC.  Credentialing
    applications from current Muhlenberg physicians have
    increased.

                        Challenges

  * Inability to take advantage of its attractive location and  
    position as the only hospital in Somerset County.  
    Strategic initiatives and service line enhancements have
    been slow to demonstrate results that favorably impact
    bottom line performance.  Competitive ambulatory centers
    opening in its market that are impacting financial
    performance.

  * Inability to meet annual budget due to annual extraordinary  
    and unanticipated factors.

  * Inpatient volume decline of 3% in FY2007 offsets the
    improved revenue generated from renegotiated managed care
    contracts.  Outpatient surgical volume has declined by 12%
    in 2007 following the opening of a competing same day
    surgery center located nearby and surgeons who have chosen  
    to be out of network.

  * Historically inconsistent and modest operating performance  
    and cashflow have significantly deteriorated in the current
    fiscal year with operating loss of $6.5 million through
    3Q07.  Cashflow has not sufficiently increased to offset
    debt service requirements and MADS coverage is very weak.

  * Leveraged balance sheet highlighted by modest and declining
    days of cash on hand (45 days at Sept. 30, 2007) and
    significant debt load, which increased by $15 million for a
    new cancer center during 2007.  Cash covenant of 50 days is
    not expected to be met in 2007; consultant hired and waiver   
    being sought.

  * Weak debt service coverage below 2.0 times and double digit
    debt-to-cashflow margins.  Not expecting to meet MADS test
    for FY 2007.

                  Recent Developments/Reports

Financial performance has materially declined in the current
fiscal year after hovering near break-even in FY 2006 and prior
years.  Through nine months, SMC is recording an operating deficit
of $6.4 million (excludes investment income) which compares
unfavorably to the $408 thousand loss realized for the comparable
period in fiscal 2006.  

Some of the loss may be attributed to $1 million in additional
third-party reserves taken during the year that may be reversed
into revenue upon further review during the auditing process;
however management acknowledges that the year's results were
disappointing on many fronts.

Volume is down materially on both an inpatient admissions (2.99%
decline) and same day surgical volume (12.3% decline) compared to
the prior year contributing to the 37% decline in cashflow through
nine months 2007.  

Volume has always been a critical issue for SMC given the high
capital structure of the facility and the leveraged balance sheet
it must support.  Moody's and management expected better financial
results in FY 2007 as a result of growth in clinical programs,
physician development and the opening of emergency room that would
sufficiently offset the impact of a new ambulatory surgery center
that opened nearby.  

Emergency room visits were up but did not translate into
admissions as more of the volume was non-acute and ambulatory and
did not ultimately require hospitalization.  The volume declines
were not offset by the double digit rate increases that went into
effect during 2007 from United/Oxford, Aetna and Blue Cross.  

Surgical volume has also been impacted by SMC's surgeons, choosing
to remain out of network during the year.  Outpatient volumes will
be impacted beginning in early 2008 when another same day surgery
center opens that is owned by SMC's neurosurgeons and
orthopedists.  Volume declines as a result of that facility's
opening can be expected from the southern part of the service area
which management expects to impact providers in New Brunswick more
than at SMC due to the proximity to that facility.

The expected closure or sale of Muhlenberg Regional Medical Center
should be beneficial to SMC.  Already, applications to join its
staff have increased from current Muhlenberg physicians.  While
SMC does not expect to gain the bulk of MRMC's 9,500 admissions,
it can be expected that some volume will be shifted to SMC during
the year.  

SMC also owns the ambulance service that operates in MRMC's
primary market which should result in increased transports from
that service area to SMC.

Moody's believes that SMC will be hard pressed to meet its debt
service coverage ratio by year end especially since debt service
associated with the new cancer center increases annual debt
service by more than $1 million.  The cancer center is recording a
modest operating loss, largely due to equipment delays that pushed
back the opening when expenses were already in place.

A critical factor to Moody's rating downgrade is the deterioration
in SMC's liquidity position.  Balance sheet measures have been
weakening over the last two years, with cash declining in the
current fiscal year to $27.8 from $32.8 million (including
Foundation) at FYE 2006 due to the operating performance, causing
cash days to decline materially from 59.7 days to 45.9.  As a
result, management does not expect to meet its 50 days cash on
hand covenant at year end. Cash-to-debt has declined to 20.8%
through nine months from 23.2% at FYE 2006 when including the new
cancer center debt.  

The weakening balance sheet and coverage ratios are reflected in
the negative outlook which suggests that further deterioration in
credit quality is possible over the intermediate term if the
current trend of declining liquidity continues.  Interest in its
cancer center and the potential to sell the facility will be
pursued in early 2008.  Early indications suggest that a sale of
that facility could repay the $15 million of debt used to finance
it and provide additional cash to be maintained on the balance
sheet.  Completion of this transaction would be an important
factor to maintaining the rating.

                            Outlook

The negative outlook is based on our belief that the weakening
balance sheet and underperforming financial position provide
potential for further rating downgrade if initiatives are not
implemented to stabilize the organization within the short term.

             What could change the rating--Up

Significant reduction in debt, buildup of cash to more
satisfactory levels, and trend of improved operating performance,
evidence that fundamental credit strengths are materializing in
revenue growth.

            What could change the rating--Down

Further reduction from currently modest coverage levels, rate
covenant violations, further reduction in cash, additional debt,
loss of market share.

                        Key Indicators

* Assumptions & Adjustments:

  -- Based on financial statements for Somerset Health Care  
     Corporation and Subsidiaries

  -- First number reflects audit year ended December 31, 2006

  -- Second number reflects interim nine months (annualized)
     ended December 31, 2007

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 16,419; 15,947

* Total operating revenues: $212.2 million: $224.7 million

* Moody's-adjusted net revenue available for debt service:
   $20.5 million; $11.9 million

* Total debt outstanding: $141.7 million; $137.7 million

* Maximum annual debt service (MADS): $12.250 million;
   $13.189 million

* MADS Coverage with reported investment income: 1.49 times;  
   0.93 times

* Moody's-adjusted MADS Coverage with normalized investment  
   income: 1.68 times; 0.91 times

* Debt-to-cash flow: 10.15 times; 27.33 times

* Days cash on hand: 59.7 days; 45.9 days

* Cash-to-debt: 23.2%; 20.2%

* Operating margin: -0.4%; -3.8%

* Operating cash flow margin: 8.5%; 4.6%

* Rated Debt (debt outstanding as of December 31, 2006):

  -- Series 2006 (cancer center), $15 million outstanding, Ba1
     rating

  -- Series 2003, $81.39 million outstanding, Ba1 rating

  -- Series A (1994), $28.19 million outstanding, FGIC insured
     (current financial strength rating is Aaa -on watch for
     possible downgrade), underlying, Ba1 underlying rating

* Contacts:

  -- Issuer: Mr. Ken Bateman, Chief Executive Officer, 908-685-
     2805

  -- Issuer: Mr. James DeRosa, Assistant Vice President of
     Finance, 908-685-2807


SOUTHERN STATES: S&P Holds B+ Ratings with Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Richmond, Virginia-based Southern States Cooperative Inc. to
stable from negative.  At the same time, Standard & Poor's
affirmed its ratings on Southern States, including the 'B+' long-
term corporate credit rating and other ratings on the company.
     
"The outlook revision reflects the improvement in credit
protection measures," said Standard & Poor's credit analyst   Ms.
Jayne M. Ross.  "In addition, we expect more favorable industry
dynamics in the agricultural sector to continue for the next
several years, which should benefit Southern States."
     
The ratings on privately held Southern States reflect the inherent
cyclical nature and seasonality of the cooperative's agricultural-
based businesses, low-margins, fairly high debt levels, and modest
discretionary cash flow.  These factors are somewhat mitigated by
the cooperative's position as a leading regional supply
cooperative on the east coast of the U.S., and a modest debt
maturity schedule.
The cooperative has good niche positions in crop inputs, feed,
farm, and home supplies, and petroleum products in its core 10-
state southern territory (about 85% of total sales occur in this
region), which provides some geographic diversity.  These products
are distributed through Southern States' retail division, through
other cooperatives that Southern States manages, and through a
network of wholesale customers.


STRUCTURED ASSET: Fitch Cuts Rating on Class B5 Certs. to B-
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Structured Asset
Securities Corporation 2003-AL1 mortgage pass-through
certificates:

  -- Class A 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', and placed on Rating
     Watch Negative;

  -- Class B5 downgraded to 'B-/DR1' from 'B', and removed from
     Rating Watch Negative.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $163.8
million in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $24.42 million in outstanding
certificates.  In addition, approximately $8.19 million is placed
on Rating Watch Negative.

The pool factor (current collateral balance as percentage of
original) is approximately 43%, and the transaction is 56 months
seasoned.  The amount of delinquencies in the 60+ buckets
(inclusive of Real Estate Owned, Foreclosure, and Bankruptcy) is
approximately 4.25%, and cumulative losses are approximately 3.39%
of the original balance.


SUFFIELD CLO: Fitch Lowers Rating on $14.7MM Notes to B from BB
---------------------------------------------------------------
Fitch Ratings downgrades 3 classes of notes issued by Suffield
CLO, Limited and affirms 6 classes.  These actions are the result
of Fitch's review process, and are effective immediately:

  -- $87,159,532 class I notes affirmed at 'AAA'
  -- $53,000,000 class II notes affirmed at 'AA+';
  -- $42,000,000 class III- A notes affirmed at 'A';
  -- $15,000,000 class III- B notes affirmed at 'A';
  -- $35,000,000 class IV notes affirmed at 'BBB+';
  -- $6,000,000 class V- A notes downgraded to 'BB' from 'BBB';
  -- $15,000,000 class V- B notes downgraded to 'BB' from
     'BBB';
  -- $20,000,000 class K combo notes affirmed at 'BBB+'
  -- $14,700,000 class L combo notes downgraded to 'B/DR2' from
     'BB'.

Suffield is a collateralized loan obligation managed by David L.
Babson & Co. which closed Sept. 13, 2000.  Suffield is composed of
primarily leveraged loans with the ability to have up to 10% of
the portfolio in high-yield bonds.  Included in this review, Fitch
discussed the current state of the portfolio with the asset
manager and their portfolio management strategy going forward.  
Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the cumulative default
rates associated with the current ratings of the note liabilities.

Since the last review on Aug. 11, 2006 the class I notes have paid
down approximately 75.8%.  Structurally, the class II notes are
protected by the senior coverage tests and the class III notes are
protected by the class III/IV coverage tests.  According to the
most recent (Sept. 19, 2007) trustee report, the senior
overcollateralization test has improved to 148.6% from 133.2% at
the time of the first available trustee report dated June 20,
2001.  During this same time period, the class III/IV OC test has
declined somewhat to 108.6% from 109.2%.  Overall however, the
classes II and III notes have increased levels of credit
enhancement since the transaction closed. According to the Sept.
19 trustee report, the Fitch weighted average rating factor has
remained in the 'B+' range.

The weighted average spread and weighted average coupon tests have
declined since the last review and continue to fail.  According to
the Sept. 19, 2007 trustee report, the WAS is 2.25%, failing its
covenanted level of 2.35%, and the WAC is 9.72%, failing its
covenant of 10.15%.  Although Suffield exited its reinvestment
period in September 2005, Fitch estimates that the transaction
still maintains a weighted average maturity of the performing
portfolio of approximately 4.5 years.  This is the result of the
ability of the asset manager to reinvest both proceeds from sales
and from unscheduled amortizations so long as they remain in
compliance with all collateral quality tests and in compliance
with the maximum cumulative maturity profile test.  In the case
that they are already failing any covenants, they must maintain or
improve those tests.  The asset manager has the ability to sell
credit risk or credit improved securities, in their sole
discretion, after the reinvestment period.

Structurally, the payments to the class V notes are subordinate to
the senior coverage tests and the class III/IV coverage tests in
both the interest and principal waterfalls.  The class V notes are
protected by a class V OC test in the interest waterfall only.  If
breached, interest proceeds would be diverted to pay down the
class V notes.  According to the
Sept. 19, 2007 trustee report the class V OC test is 102.3%, with
a trigger of 100.0%, as compared to 104.9% on the first trustee
report dated June 20, 2001.  This decrease represents the decline
in the credit enhancement to the class V notes that has incurred
since inception and can be attributed to realized losses in the
portfolio since inception.

The class K combo notes are rated to a return of their original
investment only and are composed of 75% class V-A notes and 25%
preference shares.  To date, they have received proceeds that make
up approximately 68% of their original investment.

The class L combo notes are rated to a yield of 8.4% on their
original investment.  A combination of a generally low interest
rate environment since inception and a declining excess spread
available to the preference shares in recent years has affected
the notes' ability to achieve a relatively high 8.4% yield hurdle.  
The class L combo notes are comprised of approximately 14% class
III-A notes, 68% class IV notes, and 18% preferred shares.  As a
result, they receive a combination of floating-rate coupon
payments and preferred share dividends toward interest.  The class
L combo notes have not been able to achieve a current coupon of
8.4% in any payment period, with the exception of September 2001.

The rating of the participation notes addressed the receipt of the
stated balance of principal by the legal final maturity date and
an internal rate of return on the original investment of 6%.  The
participation notes have met the rating requirement achieving
greater than a 6% IRR and thus are considered to be paid in full.

The rating of the preferred shares addressed the return of the
original investment only.  The preference shares have received
proceeds in an amount greater than their original investment and
as such are considered to be paid in full.

The ratings of the classes I and II notes address the likelihood
that investors will receive full and timely payments of interest
on scheduled interest payment dates, as well as the stated balance
of principal by the legal final maturity date.   The ratings of
the classes III-A, III-B, IV, V-A and V-B notes address the
likelihood that investors receive ultimate and compensating
interest payments, as well as the stated balance of principal by
the legal final maturity date.  The rating of the class K
combination securities addresses the likelihood that investors
will receive the stated balance of principal on the final payment
date.  The rating of the class L combination securities addresses
the likelihood that investors will receive the stated balance of
principal on the final payment date, as well as a yield of 8.4% on
the original investment.


SUNRIDGE LAND: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Sunridge Land Co., L.L.C.
        22605 97th Avenue South
        Kent, WA 98031

Bankruptcy Case No.: 07-16102

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: December 19, 2007

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Cynthia A. Kuno, Esq.
                  Crocker, Kuno, Ostrovsky, L.L.C.
                  720 Olive Way, Suite 1000
                  Seattle, WA 98101
                  Tel: (206) 624-9894

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
James/Debra Gauthier           Loans                 $255,606
22605 97th Avenue South
Kent, WA 98031

Bentley/Anja Shafer            Loan                  $160,000
P.O. Box 1121
Orting, WA 98360

Enviro-Mont Consulting         Services              $2,475
Attention: Saiid Sabestani
1341 Lawndale Drive
Twin Falls, ID 83301

A.&B. Irrigation District      Irrigation            $1,007
                               construction
                               Lot 3171022, Lot
                               OT78,
                               910LESSPAR19102
                               2

David L. Walker                Loan                  $79


SYNOVA HEALTHCARE: Files for Bankruptcy in Delaware
---------------------------------------------------
Synova Healthcare Group, Inc. and its four U.S. subsidiaries have
filed voluntary petitions to reorganize under Chapter 11 of the
Bankruptcy Code.  Synova is seeking to operate its business as a
debtor-in-possession pursuant to the Bankruptcy Code.

Under the Bankruptcy Code, Synova is prohibited from paying pre-
petition obligations until a plan of reorganization has been
approved by creditors and the bankruptcy court.  This prohibition
applies to all of Synova's pre- petition obligations, including
obligations to holders of its senior convertible promissory notes.

The company's decision to reorganize under Chapter 11 was made
primarily to address Synova's liquidity and capital resources
issues, which left Synova unable to continue to effectively
operate its business of developing, distributing, marketing and
selling innovative over-the-counter women's healthcare products.
Synova has historically relied upon equity and debt capital to
fund its ongoing operations, and its current inability to locate
and obtain such capital severely depleted its cash and other
capital resources.

The Chapter 11 petitions were filed in the U.S. Bankruptcy Court
in the District of Delaware.

                     About Synova Healthcare

Headquartered in Media, Pennsylvania, Synova Healthcare Group,
Inc. -- http://www.synovahealthcare.com/-- through its  
subsidiaries, is focused on the development, distribution,
marketing and sale of women's healthcare products related to
contraception, vaginal health, menopause management, fertility
planning, obstetrics and personal care.  Synova markets and sells
products under the brand names Today(R) and Fem-V(R).

A case summary of the company's voluntary petition was published
in the Troubled Company Reporter on Dec. 19, 2007.


TEKNI-PLEX INC: Obtains February 14 Waiver from Citicorp & GECC
---------------------------------------------------------------
Tekni-Plex Inc. has entered into a waiver agreement with Citicorp
USA Inc. as administrative agent and General Electric Capital
Corporation as syndication agent, waiving certain defaults that
may exist under a credit agreement dated as of June 10, 2005, as
amended, for the duration of the waiver period, the company said
in a regulatory filing with the Securities and Exchange
Commission.

According to the filing, the waiver includes certain defaults that
may exist due to the failure of the company to make the interest
payment under the indenture for the company's 12-3/4% Senior
Subordinated Notes due 2010.

The waiver period commenced on Dec. 17, 2007, and goes through
Feb. 14, 2008.

The waiver period will terminate:

   -- upon the occurrence of any event of default that is not
      otherwise waived pursuant to the Waiver;

   -- on or after Jan. 17, 2008, if:

      (A) any cash flow forecast required to be delivered
          pursuant to the waiver shows the total U.S. liquidity
          of Tekni-Plex and its domestic subsidiaries falling
          below the amount specified in the waiver; or

      (B) available credit is less than $5 million at any time;

   -- upon one business day's notice by the agent, if an uncured
      default under the waiver exists; or

   -- upon one business day's notice by the agent, on or after
      Jan. 17, 2008, if the company has not entered into a waiver
      or forbearance agreement in respect of the indenture
      acceptable to the agent in its sole discretion.  

Tekni-Plex said it intends to begin negotiations shortly with its
bondholders regarding a potential restructuring of the company's
debt with the objective of developing a capital structure that
will better support its long-term objectives.  The company has
engaged Rothschild Inc. as its financial advisor in connection
with its consideration of various strategic alternatives.

Headquartered in Coppell, Texas, Tekni-Plex Inc. --
http://www.tekni-plex.com/-- manufactures packaging, packaging  
products and materials as well as tubing products.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Standard & Poor's Ratings Services lowered its rating on Tekni-
Plex Inc.'s $315 million 12-3/4% senior subordinated notes due
2010 to 'D' from 'C' and its corporate credit rating to 'D' from
'CCC-'.  S&P lowered the ratings on the $150 million 10 7/8%
first-lien senior secured notes due 2012 to 'CC' from 'CCC-'.
     
S&P placed the ratings on the senior secured notes due 2012 and
the $275 million second-lien senior secured notes due 2013 on
CreditWatch with negative implications.  At Sept. 28, 2007, Tekni-
Plex had total debt outstanding of about $866 million.


TEKNI-PLEX INC: James A. Mesterharm to Lead Restructuring Efforts
-----------------------------------------------------------------
Tekni-Plex Inc. disclosed in a regulatory filing with the U.S
Securities and Exchange Commission that it has appointed
James A. Mesterharm -- turnaround specialist of AP Services LLC
and a managing director at AlixPartners LLP -- as the chief
restructuring officer of Tekni-Plex.

Mr. Mesterharm will work with Tekni-Plex's senior management
team as it implements a series of initiatives aimed at maintaining
the company's near-term liquidity and strengthening its financial
performance.  Mr. Mesterharm will remain a managing director of
AlixPartners while serving as Tekni-Plex's chief restructuring
officer.

Mr. Mesterharm, age 39, has significant expertise in cost
reduction plan development and implementation, cash management,
crisis management, capital structure refinancing, and business
plan development for acquisition and restructuring purposes, and
has been a managing director of AlixPartners since 2001.

He has served as Chief Operating Officer of a leading plastic
bag manufacturer (from April 2007 to September 2007),
restructuring advisor to Silicon Graphics Inc. (from May 2005
to September 2006) and Safety-Kleen (June 2000 to January 2004),
and Chief Restructuring Officer of Parmalat USA (from May 2004
to April 2005).

Prior to joining AlixPartners, Mr. Mesterharm was a Manager
in the Financial Advisory Services practice of Ernst & Young.

On Dec. 17, 2007, Tekni-Plex entered into a letter agreement
with APS, to provide the services of Mr. Mesterharm as chief
restructuring officer of Tekni-Plex and other APS personnel.

Under the terms of the CRO Agreement, and assuming certain levels
of staffing from APS, APS will receive a monthly fee of $400,000
from Tekni-Plex, credited against the $400,000 retainer paid by
Tekni-Plex at the time of the engagement, plus reasonable
out-of-pocket expenses in connection with the services provided.

The CRO Agreement also provides for a completion fee, payable
in certain circumstances, of $1,750,000.

According to Tekni-Plex, Mr. Mesterharm will not receive any
compensation directly from the company and will not participate
in any of the company's employee benefit plans; he will, however,
be entitled to indemnification under the provisions of the
company's by-Laws.

Also on Dec. 17, Tekni-Plex said that John S. Geer has resigned
from the company's board of directors.  The resignation was not
the result of any disagreement with the company on any matter
relating to the company's operations, policies or practices,
Tekni-Plex explained.

Headquartered in Coppell, Texas, Tekni-Plex Inc. --
http://www.tekni-plex.com/-- manufactures packaging, packaging  
products and materials as well as tubing products.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Standard & Poor's Ratings Services lowered its rating on Tekni-
Plex Inc.'s $315 million 12-3/4% senior subordinated notes due
2010 to 'D' from 'C' and its corporate credit rating to 'D' from
'CCC-'.  S&P lowered the ratings on the $150 million 10 7/8%
first-lien senior secured notes due 2012 to 'CC' from 'CCC-'.
     
S&P placed the ratings on the senior secured notes due 2012 and
the $275 million second-lien senior secured notes due 2013 on
CreditWatch with negative implications.  At Sept. 28, 2007, Tekni-
Plex had total debt outstanding of about $866 million.


TEKNI-PLEX INC: Sept. 28 Balance Sheet Upside-Down by $370.2 Mil.
-----------------------------------------------------------------
Tekni-Plex Inc.'s consolidated balance sheet at Sept. 28, 2007,
showed $614.5 million in total assets and $984.7 million in total
liabilities, resulting in a $370.2 million total stockholders'
deficit.

The company reported a net loss of $25.0 million on net sales of
$171.2 million for the first quarter ended Sept. 28, 2007,
compared with a net loss of $14.9 million on net sales of
$172.0 million in the same period ended Sept. 29, 2006.

Net sales in the Tubing Products Segment decreased to
$30.3 million in fiscal 2008 from $38.6 million in fiscal 2007,
while net sales in the Packaging Segment increased to  to
$100.7 million in the most recent period from $93.1 million in the
comparable period of fiscal 2007.

Cost of goods sold increased slightly to $151.8 million in fiscal
2008 from $145.0 million in fiscal 2007.  Expressed as a
percentage of net sales, cost of goods sold increased to 88.6% in
the current period compared to 84.3% mainly due to the increase in
raw material costs.

Gross profit decreased to $19.5 million in the first quarter of
fiscal 2008 compared to $26.9 million in the first quarter of
fiscal 2007.  

Operating profit decreased to $3.8 million in fiscal 2008 from
$11.0 million in fiscal 2007.

Interest expense increased to $26.5 million in fiscal 2008 from
$24.2 million in fiscal 2007 due to average higher debt balances.

                 Liquidity and Capital Resources

For the quarter ended Sept. 28, 2007, net cash generated in
operating activities was $27.2 million compared to $38.5 million
of cash generated in operating activities in the first quarter of
the prior year.  The $11.3 million decrease was due primarily to
the decline in earnings.

As of Nov. 13, 2007, the company had an outstanding balance of
$39.0 million under its $75.0 million asset backed credit facility
with availability under this facility reduced by $10.8 million of
letters of credit related to its workmen's compensation insurance
programs.

Working capital at Sept. 28, 2007, was $153.0 million compared to
$183.5 million at June 29, 2007.  The $30.5 million decrease was
primarily due to operating losses.

                          Balance Sheet

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 28, 2007, are available for
free at http://researcharchives.com/t/s?283

                       About Tekni-Plex Inc.

Headquartered in Coppell, Texas, Tekni-Plex Inc. --
http://www.tekni-lex.com/-- is a global, diversified manufacturer  
of packaging, products, and materials for the healthcare, consumer
and food packaging industries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Standard & Poor's Ratings Services lowered its rating on
Tekni-Plex Inc.'s $315 million 12-3/4% senior subordinated notes
due 2010 to 'D' from 'C' and its corporate credit rating to 'D'
from 'CCC-'.  S&P lowered the ratings on the $150 million 10 7/8%
first-lien senior secured notes due 2012 to 'CC' from 'CCC-'.


TERADYNE INC: Inks $325 Mil. Buyout Deal with Nextest Systems
-------------------------------------------------------------
Teradyne Inc. and Nextest Systems Corp. have signed a definitive
agreement under which Teradyne will acquire Nextest for an
aggregate purchase price of approximately $325 million in cash.

Under terms of the agreement approved by both boards of directors,
Teradyne will pay $20 per share in cash for all the outstanding
shares of Nextest.  This includes the fair value of fully vested
employee equity instruments and transaction costs.

As a result of the acquisition, Teradyne will expand its market
into the flash memory test segment, estimated to be more than $700
million in 2006.  Of Nextest's $95.8 million in revenue in
calendar year 2006, flash memory tester sales totaled about
$80 million.

The acquisition is expected to be slightly dilutive to 2008 GAAP
earnings per share and slightly accretive to 2008 non-GAAP
earnings per share after excluding the purchase accounting
impacts.  

"Joining Teradyne puts the market presence and superior reputation
of the premier ATE provider behind all that we have accomplished,"
Robin Adler, CEO of Nextest, said.  "Teradyne's rich experience as
a technology innovator along with their strong customer
relationships, will greatly accelerate our mission to lower test
costs and to grow our business.  We are very excited about the
impact, potential and opportunity this combination provides to our
employees, our stockholders, and most importantly, our customers."

"Nextest brings us a solid flash memory test product line, plus a
very capable development and technical support organization,"
Michael Bradley, president and CEO of Teradyne, said.  "Their
growing presence in the flash memory test market provides a strong
addition to our System-On-Chip product offerings.  This is one of
the few business combinations in the test market where customers
get products that are so complementary. Nextest's Magnum product
line will be backed by Teradyne's global customer support team and
will give us a powerful growth engine in the coming years."

The acquisition is subject to customary closing conditions,
including the tender of at least a majority of the shares of
Nextest common stock, the receipt of clearance under the Hart-
Scott-Rodino Antitrust Improvements Act and the absence of a
material adverse change with respect to Nextest.

Upon closing, which is expected in the first quarter of 2008,
Nextest will be run as a business unit within Teradyne's
Semiconductor Test Division.

The tender offer statement and the solicitation/recommendation
statement will be made available to Nextest security holders at no
expense by mailing requests to:

     Nextest Systems Corporation
     875 Embedded Way
     San Jose, CA 95138

                  About Nextest Systems Corp.

Headquartered in San Jose, California, Nextest Systems Corp.
(NASDAQ:NEXT) -- http://www.nextest.com/-- is a designer and  
manufacturer of automatic test equipment for Flash memory and
System-On-Chip semiconductors. Nextest's products address the
demand from manufacturers for ATE with increased throughput,
functionality and reliability, while reducing time to market and
cost of test.  Nextest has shipped over 1,900 systems to more than
70 semiconductor companies worldwide.

                      About Teradyne Inc.

Headquartered in North Reading, Massachussetts, Teradyne Inc.
(NYSE: TER) -- http://www.teradyne.com/-- is a supplier of   
Automatic Test Equipment used to test complex electronics used in
the consumer electronics, automotive, computing,
telecommunications, and aerospace and defense industries.  
Teradyne employs about 3,600 people worldwide.

                          *     *     *

Teradyne Inc. still carries S&P's "B+" long term foreign issuer
credit and long term local issuer credit ratings which was placed
on Dec. 13, 2002.


TQS INC: Obtains Protection from Creditors Under Canada's CCAA
--------------------------------------------------------------
TQS Inc. obtained an order by Quebec Superior Court under the
Companies' Creditors Arrangement Act with a view to protecting TQS
and its subsidiaries from claims by creditors and allow it to
reorganize its operations.  Issued for a period of 30 days, the
order also applies to subsidiaries and to TQS' parent, 3947424
Canada Inc.

In October 2007, the Board of Directors of TQS engaged CIBC World
Markets to advise on and assess strategic options to strengthen
the TQS network in the face of financial difficulties.  At a
meeting on Dec. 17, 2007, after considering CIBC World Markets'
report and discussing its assessment and recommendations, the
Board of Directors of TQS concluded that it was in the best
interest of TQS, its employees and creditors to request court
protection.  Under the order, RSM Richter Inc. has been appointed
as monitor by Mr. Justice Journet of the Quebec Superior Court.
His mandate is to support the applicants, under Court supervision,
in preparing a creditors arrangement plan.

          Combination of Circumstances Beyond its Control

TQS' position in the Quebec Francophone over-the-air television
market deteriorated markedly in spite of the measures and
investments initiated by the Company over the last several months.  
The gradual loss of advertising revenue to specialty TV networks
and content accessible over the Internet, combined with increased
production costs, the Canadian Radio-television and
Telecommunications Commission's refusal to grant general interest
television networks the same ability to charge subscriber fees for
signal distribution as the speciality television networks, the
programming strategy of Societe Radio-Canada's, which acts like a
commercial player rather than a publicly-owned television
broadcaster and SRC's notice of disaffiliation in Saguenay,
Sherbrooke and Trois-Rivieres after a 50-year partnership all
contributed to the decision by TQS' Board of Directors.

"TQS is a victim of circumstances beyond its control," Louis
Audet, President and Chief Executive Officer of COGECO Inc. and
Chairman of TQS' Board of Directors, declared.  "However, other
people besides ourselves-all TQS' shareholders-have the required
levers to bring about at a lasting solution.  We are hopeful that
they will seize the opportunity to make the necessary adjustments
to save Francophone general interest television."

TQS' mission remains relevant in the Quebec Francophone television
market with approximately 12% market share very close to SRC's.  
The support of all TQS contributors, which include the equivalent
of 649 full time employees as well as its many announcers,
producers and artists, will be needed to pull through this
unfortunate moment.

"We've done all we could.  We were forced to make a decision that
was difficult-but necessary.  Now, it's up to others to see this
stage in TQS' life as an opportunity and to take up the torch
before the end of the initial order on Jan. 17, 2008," Mr. Audet
concluded, who also indicated that all TQS operations would be
maintained until further notice.

                           About TQS

TQS Inc. is a Francophone general interest television broadcaster
with more than 600 employees and over a hundred freelance TV
artists and skilled technicians.  With five of its own stations
(Montreal, Quebec City, Saguenay, Sherbrooke, Trois-Rivieres) and
four affiliates (Gatineau - Ottawa, Val-d'Or - Rouyn-Noranda,
Rimouski and Riviere-du-Loup) the network covers all of Quebec.
TQS also operates its own production house, Les Productions Point-
Final.


TRIBUNE COMPANY: Completes Merger Transaction with Tribune ESOP
---------------------------------------------------------------
Tribune Company has completed its going-private transaction by
merging with an acquisition subsidiary of the Tribune Employee
Stock Ownership Plan.  Effective immediately, Sam Zell, who
financed the transaction, assumes the roles of chairman of the
board and chief executive officer.

"We have a tremendous opportunity to take the great brands of
Tribune Company, and the enormous talent within the company, to a
new level," Mr. Zell said.  "Tribune, along with the newspaper
industry, has been mired in its monopolistic origins, and we
intend to create a fresh, entrepreneurial culture that is fast and
nimble, and which rewards innovation.  Our goal is to provide a
sustainable, relevant product for our customers and communities."

Under the terms of the merger agreement, all of the company's
publicly held shares of common stock, except for those owned by
the Tribune ESOP and shares held by shareholders who validly
exercise appraisal rights, will be cashed out at $34 per share.

Shareholders approved the transaction at a special meeting held on
Aug. 21, 2007.  The company's common stock ceased trading on the
New York Stock Exchange at market close on Dec. 20, 2007.

On April 2, 2007, Tribune disclosed its intention to become a
private company, owned 100% by the Tribune ESOP.  EGI-TRB, an
entity run by Mr. Zell, made an initial investment of
$250 million in Tribune, and Mr. Zell was named to the company's
board of directors in May.

As part of the going-private transaction, EGI-TRB increased its
investment to $315 million by purchasing a note and a warrant to
acquire up to 40% of the company's common equity on a fully
diluted basis.

                      About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating      
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Newsday is a subsidiary of Tribune Co. is a daily newspaper,
serving Long Island through its print editions, Newsday.com, and
niche publications such as Distinction and LI Parents & Children.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Moody's Investors Service downgraded Tribune Company's corporate
family and probability of default ratings to B3 from B1 and
ratings on the existing debt instruments.

Standard & Poor's Ratings Services assigned its 'B-' rating to
Tribune Co.'s proposed $1.6 billion senior unsecured bridge loan,
and placed the rating on CreditWatch with negative implications.


TRIBUNE CO: Dennis FitzSimons Leaves After Going Private Deal  
-------------------------------------------------------------
Dennis FitzSimons will step down as chairman and chief executive
officer immediately after the Tribune Company completes its going-
private transaction.  Mr. FitzSimons will leave the company at the
end of the year.

"I am proud to have been part of Tribune for more than 25 years,"
Mr. FitzSimons said.  "The company's greatest strength has always
been the talent and dedication of its 20,000 employees.  I thank
them for their commitment to serving our readers, viewers,
listeners and advertisers."

On April 2, 2007, Tribune disclosed its intention to become a
private company, owned 100% by the Tribune Employee Stock
Ownership Plan.  At that time, Sam Zell made an initial investment
of $250 million in the company.  He joined Tribune's board of
directors in May.  When the transaction closes, his investment in
Tribune will increase to $315 million and he will become chairman
of the board.

"Sam Zell is an entrepreneur with a phenomenal track record," Mr.
FitzSimons added.  "He has made a significant investment in
Tribune that indicates his strong belief in the value of the
company's media assets.  It was Sam's creativity, personal
commitment and investment that made this transaction possible."

"Dennis FitzSimons has provided Tribune with outstanding
leadership through a challenging environment,"Mr. Zell said. "He
helped build the company into one of the nation's premier media
businesses, and has been instrumental in guiding Tribune to the
closing of this historic transaction.  I wish him much success in
the next phase of his career."

                 Board and Management Changes

Contingent upon board approval, Tribune's board will have a total
of eight directors, chaired by Mr. Zell. The company expects to
add these directors:

   -- Jeffrey S. Berg, 60, chairman and chief executive officer
      of International Creative Management Inc.  He serves on
      the board of visitors at the UCLA Anderson School of
      Management, and on the board of directors of Oracle
      Corporation.  He is also on the London School of
      Economics' Court of Governors.

   -- Brian L. Greenspun, 61, chairman and chief executive
      officer of The Greenspun Corporation, and president and
      editor of the Las Vegas Sun.  He is a member of the board
      of trustees of the Brookings Institution in      
      Washington, D.C. and a member of the International
      Advisory Council of the Saban Center for Middle East
      Policy in Washington.  Mr. Greenspun also serves on the
      University of Nevada President's Community Advisory
      Board.  The Greenspun family has made a significant
      investment in Tribune Company.

   -- William C. Pate, 44, chief investment officer of Equity
      Group Investments LLC.  Mr. Pate serves on the boards of
      Covanta Holding Corporation and Exterran Holdings Inc.  
      He is a nominee of Mr. Zell's affiliate agreement with
      Tribune Company.

   -- Maggie Wilderotter, 52, chairman and chief executive
      officer of Citizens Communications.  Ms. Wilderotter has
      30 years of experience in the communications industry,
      and serves on the board of directors of Yahoo! and Xerox
      Corporation, well as the boards for a number of non-
      profit organizations.

   -- Frank E. Wood, 65, chief executive officer of Secret
      Communications LLC, a venture capital company in
      Cincinnati.  Mr. Wood, a former lawyer, spent 33 years in
      the radio broadcasting business.  He is chairman of the
      board of 8e6 Technologies, an internet filtering company,
      and serves on the board of Chemed Corporation and C Bank,
      a new business bank.

William A. Osborn and Betsy D. Holden each have been re-elected to
serve on Tribune's board.

   -- Ms. Holden, 52, joined Tribune Company's board in 2002.  
      She is a senior advisor to McKinsey & Company and the
      former president of global marketing and category
      development at Kraft Foods Inc.  She also serves on the
      board of Western Union Company.

   -- Osborn, 60, joined Tribune Company's board in 2001.  He
      is chairman and chief executive officer and a director of
      Northern Trust Corporation and its principal subsidiary,
      The Northern Trust Company.  In addition, he serves on
      the board of Caterpillar Inc.

Tribune's executive management team, led by Mr. Zell, adds Randy
Michaels as executive vice president and chief executive officer
of Interactive and Broadcasting, and Gerald A. Spector as
executive vice president and chief administrative officer.

   -- Mr. Michaels, 55, was formerly CEO of Local TV LLC, a
      company that acquired television stations formerly owned
      by New York Times Company.  He has more than 37 years in
      media, including his role as president and chief
      executive officer at Jacor, which merged with Clear
      Channel Communications in 1999.  As CEO, Mr. Michaels
      grew Clear Channel from 425 to 1200 stations in just
      three years.

   -- Mr. Spector, 61, served as executive vice president and
      chief  operating officer of Equity Residential.  Prior to
      that role, he was COO of Equity Group Investments.  
      Mr. Spector has more than 35 years of experience in
      bringing various financial and real estate companies
      within Mr. Zell's organization to operational excellence.  
      He remains on the board of trustees of Equity Residential
      as vice chairman.

                    About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating      
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Newsday is a subsidiary of Tribune Co. is a daily newspaper,
serving Long Island through its print editions, Newsday.com, and
niche publications such as Distinction and LI Parents & Children.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Moody's Investors Service downgraded Tribune Company's corporate
family and probability of default ratings to B3 from B1 and
ratings on the existing debt instruments.

Standard & Poor's Ratings Services assigned its 'B-' rating to
Tribune Co.'s proposed $1.6 billion senior unsecured bridge loan,
and placed the rating on CreditWatch with negative implications.


TRIBUNE CO: Pays $15 Million Under Circulation Issue Settlement
---------------------------------------------------------------
Tribune Company will pay $15 million, on behalf of Newsday, its
subsidiary, and Hoy, to the Department of Justice as part of an
agreement to accept responsibility for the circulation problems
caused by several former Newsday and Hoy employees.

Newsday and Hoy reached an agreement with the office of the U.S.
Attorney for the Eastern District of New York that will bring to a
close one of the final chapters related to the 2004 circulation
misstatements at both newspapers.

In agreeing not to prosecute Newsday or Hoy, the agreement
reached with the DOJ cites the companies' "commitment to full
cooperation" with the appropriate government agencies and
"numerous remedial actions" taken by current management, including
setting aside $90 million for restitution payments to affected
advertisers.

"When these issues came to light in 2004, Tribune, Newsday and Hoy
took full responsibility and swift action," Timothy P. Knight,
Newsday publisher, president and CEO, said.  "Over the past few
years, we have made comprehensive changes in controls, systems,
customer relations, policies and our management team to prevent
this from occurring again."

Tribune and Newsday has taken remedial actions including:
    
   -- termination of all employees involved with the
      circulation misstatements;  

   -- hiring of new circulation personnel -- from leadership to
      field staff;
    
   -- instituting a mandatory employee code of conduct and a
      zero-tolerance policy for violations;
    
   -- implementing 24/7 ethics hotline to report fraud or abuse

   -- conducting mandatory employee ethics training;

   -- installing a new DISCUS circulation system to manage all
      circulation data; and

   -- increasing focus on customer communication and service

"Newsday is stronger today and we're happy to be able to
put this issue behind us and put our complete focus on serving
valued readers and advertisers," Mr. Knight added.

                    About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating      
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

Newsday is a subsidiary of Tribune Co. is a daily newspaper,
serving Long Island through its print editions, Newsday.com, and
niche publications such as Distinction and LI Parents & Children.  

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Moody's Investors Service downgraded Tribune Company's corporate
family and probability of default ratings to B3 from B1 and
ratings on the existing debt instruments.

Standard & Poor's Ratings Services assigned its 'B-' rating to
Tribune Co.'s proposed $1.6 billion senior unsecured bridge loan,
and placed the rating on CreditWatch with negative implications.


TRIBUNE CO: November 2007 Revenues Down 3.3% to $413 Million
------------------------------------------------------------
Tribune Company has reported its summary of revenues and newspaper
advertising volume for period 11, ended Nov. 25, 2007.  

Consolidated revenues for the period were $413 million, down
3.3 percent from last year's $428 million.  Consolidated operating
expenses were 5.0 percent lower than period 11 last year.

Publishing revenues in November were $309 million compared with
$321 million last year, down 3.5 percent.  Advertising revenues
decreased 4.9 percent to $244 million, compared with $257 million
in November 2006.  Advertising revenues benefited from the shift
in the Thanksgiving holiday week from period 12 in 2006 to period
11 this year.

Tribune also disclosed that its:

   * retail advertising revenues increased 7.3% with the largest
     increases in the specialty merchandise, department stores,
     apparel/fashion and electronics categories.  Preprint
     revenues, which are principally included in retail, were up
     18.5% for the period.

   * national advertising revenues increased 1.9% , with the
     largest increases in the movies, auto, financial and
     telecom/wireless categories, partially offset by a decrease
     in the transportation category.

   * classified advertising revenues decreased 26.2%.  Real estate
     fell 39.8% percent the most significant declines in Chicago,
     the Florida markets, and Los Angeles.  Help wanted declined
     28.4% and automotive decreased 7.6%.  Interactive revenues,
     which are primarily included in classified, were $21 million,
     up 7.8% percent, due to growth in most categories.

Circulation revenues were down 4.6 percent due to single-copy
declines and continued selective discounting in home delivery.

Publishing operating expenses in November were down 5.2 percent
primarily due to lower newsprint and ink, compensation, promotion
and other cash expenses.

Broadcasting and entertainment group revenues in November were
$104 million, down 2.6 percent, due to decreases in television
group revenue, partially offset by increases in
radio/entertainment revenues.  Television revenues fell 4.8
percent due to the absence of political advertising, partially
offset by strength in several categories including retail,
corporate, health, food/packaged goods, telecom and
restaurant/fast food.

Broadcasting and entertainment group operating expenses in
November declined by 2.7 percent primarily due to lower
compensation and other cash expenses.

Consolidated equity income was $11 million in November, up from
$8 million in the prior year period.

Tribune expects to complete its disposition of the Chicago Cubs,
Wrigley Field and related real estate, and its interest in Comcast
SportsNet Chicago in the first half of 2008.  It plans to use the
proceeds to repay existing debt.


TROPICANA ENT: Wants to Sell Atlantic City and Indiana Casinos
--------------------------------------------------------------
Tropicana Entertainment LLC said Tuesday that it is attempting to
reach an agreement with its lenders that will allow for an orderly
sale of the Tropicana Resort and Casino in Atlantic City and
Casino Aztar in Evansville, Indiana.

In addition, the company made its scheduled semi-annual interest
payment on its 9-5/8% senior subordinated notes due Tuesday.

The proceeds from the sales of the two properties, along with
those from the sale of the company's casino in Vicksburg,
Mississippi, which is under contract with Nevada Gold & Casinos
Inc., are expected to be sufficient to pay Tropicana's outstanding
senior debt.  Any remaining proceeds will be reinvested in the
company's business.

The company has engaged an independent investment bank to act as
its financial advisor in connection with its continuing
negotiations with its lenders to obtain a forbearance with respect
to the decision by the New Jersey Casino Control Commission to
deny the company's gaming license renewal application for its
Atlantic City casino.

"In short order, we have developed a plan to address recent
challenges by selling our properties in Atlantic City, Evansville
and Vicksburg in an orderly manner, retiring our Senior Credit
Facility and positioning ourselves for long-term growth with what
we hope will be a stronger balance sheet," said William J. Yung,
Chief Executive Officer and President of Tropicana Entertainment.  
"We intend to continue to work cooperatively with lenders and
regulators to implement a plan that will serve the best interests
of our debt holders and our company."

                    About Tropicana Entertainment

Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/--   
is an indirect subsidiary of Tropicana Casinos and Resorts.  The
company is one of the largest privately-held gaming entertainment
providers in the United States.  Tropicana Entertainment owns
eleven casino properties in eight distinct gaming markets with
premier properties in Las Vegas, Nevada and Atlantic City, New
Jersey.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2007,
Moody's Investors Service downgraded Tropicana Entertainment's
corporate family rating to Caa1 from B2 reflecting the decision by
the New Jersey Casino Control Commission to deny the company's
gaming license renewal application.

Moody's also downgraded Tropicana Las Vegas Resort & Casino LLC's
corporate family rating to B3 from B2 because if an event occurs
under the senior credit facilities and the lenders accelerate, it
will also cause an event of default under the Trop Las Vegas term
loan.


TWEETER HOME: Wants Removal Period Extended to May 8
----------------------------------------------------
Tweeter Home Entertainment Group, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
extend, until May 8, 2008, the period within which they may remove
any actions pending on the date of bankruptcy, or 30 days after
the entry of an order terminating the automatic stay with respect
to any particular action sought to be removed.

The Debtors' removal period expires on the later of Jan. 7, 2008,
or 30 days after a stay Order.

Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher, & Flom,
LLP, in Wilmington, Delaware, tells the Court that the Debtors
are parties to numerous judicial and administrative proceedings
currently pending in various courts and administrative agencies.  
The actions, he explains, include discrimination, workers
compensation, and product liability claims.

In addition, since the Debtors have been focused primarily on:

   a) finalizing a proposed plan of liquidation following the
      July 13 closing of the sale of substantially all of their
      assets to Tweeter Newco, LLC;

   b) determining their remaining assets and liabilities; and

   c) fulfilling their obligations as debtors-in-possession, the
      Debtors have not completed their review of the actions to
      determine whether any actions should be removed, or if
      appropriate, transferred to a district court, Mr. Galardi
      states.

Mr. Galardi asserts that the requested extension affords the
Debtors sufficient opportunity to make fully informed decisions
regarding the removal of the actions, thereby protecting the
Debtors' valuable right to adjudicate lawsuits pursuant to
Section 1452.

The Court will convene a hearing on Jan. 7, 2008, at 3:00 p.m., to
consider the Debtors' request.  By application of Rule 9006-2 of
the Local Rules of Bankruptcy Practice and Procedures of the U.S.
Bankruptcy Court for the District of Delaware, the Debtors'
removal period is automatically extended through the conclusion of
that hearing.

                         About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and      
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.  As of Dec. 21, 2006,
Tweeter had total assets of $258,573,353 and total debts of
$190,417,285.  The Court gave the Debtors until Feb. 6, 2008 to
file a plan of reorganization.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.  The Debtors' exclusive
period to file a chapter 11 plan expires on Feb. 6, 2008.  
(Tweeter Bankruptcy News, Issue No. 15, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7


TYCO INTERNATIONAL: Judge Awards $460 Million to Three Law Firms
----------------------------------------------------------------
Three law firms representing plaintiffs in a securities class-
action lawsuit against Tyco International Ltd. and its auditor
PricewaterhouseCoopers LLP received a $460 million fee award
from federal judge Paul Barbodoro in New Hampshire, Nathan
Koppel of The Wall Street Journal reports.

The firms, according to WSJ, are Grant & Eisenhofer PA, Milberg
Weiss LLP, and Schiffrin, Barroway, Topaz & Kessler LLP.

In addition, WSJ says, Judge Barbodoro approved Tyco's
$3.2 billion settlement payment with regards to the lawsuit.

The class action suit, WSJ relates, alleged that the company
committed securities fraud by improperly accounting for
acquisitions and manipulating quarterly results.

As reported in the Troubled Company Reporter on May 18, 2007,
funding for the settlement includes any recovery Tyco may have
from its claims against former key officers who were charged with
securities fraud and conspiracy.

Tyco also agreed to give shareholders the right to pursue, and
benefit from, the company's claims of accounting malpractice
against its former auditor.

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
(BSX: TYC) -- http://www.tyco.com/-- provides vital products and    
services to customers in four business segments: Electronics, Fire
& Security, Healthcare, and Engineered Products & Services.  With
2006 revenue of $41 billion, Tyco employs approximately 240,000
people worldwide.

Effective June 29, 2007, Tyco International Ltd. completed the
spin-offs of Covidien and Tyco Electronics, formerly its
Healthcare and Electronics businesses, respectively, into
separate, publicly traded companies in the form of a distribution
to Tyco shareholders.

                   Notice of Default from BoNY

In its annual report for the year ended Sept. 28, 2007, Tyco said
that on Nov. 8, 2007, The Bank of New York delivered to the
company a notice of events of default.

The notice claims that the actions taken by the company in
connection with its separation into three public entities
constitute events of default under the indentures.


TYCO INTERNATIONAL: Paying $0.15 Per Share Dividend on Feb. 1
-------------------------------------------------------------
The Board of Directors of Tyco International Ltd. has declared a
regular quarterly cash dividend of $0.15 per common share.  The
dividend is payable on Feb. 1, 2008, to shareholders of record as
of Jan. 3, 2008.

Based in Pembroke, Bermuda, Tyco International Ltd. (NYSE: TYC)
(BSX: TYC) -- http://www.tyco.com/-- provides vital products and    
services to customers in four business segments: Electronics, Fire
& Security, Healthcare, and Engineered Products & Services.  With
2006 revenue of $41 billion, Tyco employs approximately 240,000
people worldwide.

Effective June 29, 2007, Tyco International Ltd. completed the
spin-offs of Covidien and Tyco Electronics, formerly its
Healthcare and Electronics businesses, respectively, into
separate, publicly traded companies in the form of a distribution
to Tyco shareholders.

                   Notice of Default from BoNY

In its annual report for the year ended Sept. 28, 2007, Tyco said
that on Nov. 8, 2007, The Bank of New York delivered to the
company a notice of events of default.

The notice claims that the actions taken by the company in
connection with its separation into three public entities
constitute events of default under the indentures.


UNITED RENTALS: Balks at Judge's Decree to Forgo Summary Judgment
-----------------------------------------------------------------
United Rentals, Inc. issued a statement regarding the decision by
Delaware Court of Chancery Chancellor William B. Chandler III to
proceed with a trial in the litigation that United Rentals
initiated on Nov. 19, 2007 against RAM Holdings, Inc. and RAM
Acquisition Corp.  The lawsuit seeks to compel the RAM entities
(which are acquisition vehicles formed by Stephen Feinberg's
Cerberus Capital Management, L.P.) to complete their purchase of
United Rentals.

In a letter decision issued this afternoon, Chancellor Chandler
wrote, "I have concluded that while the question is exceedingly
close, summary judgment is not an effective vehicle for deciding
the contract issues in dispute in this case."

United Rentals said: "We look forward to making a compelling case
at the upcoming trial.  While we believed the case could be
decided through summary judgment, we respect Chancellor Chandler's
decision to give a matter of this magnitude a full trial before
issuing his ruling.  The trial presents an important opportunity
to establish that the merger agreement should be enforced as
written."

United Rentals added that it has fulfilled all of its obligations
under the merger agreement with the RAM entities and stands ready
to complete the merger transaction on the agreed-upon terms.

                      About United Rentals

United Rentals Inc. -- http://www.unitedrentals.com/-- (NYSE:      
URI) is an equipment rental company with an integrated network of
over 690 rental locations in 48 states, 10 Canadian provinces and
one location in Mexico.  The company's approximately 11,500
employees serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 20,000 classes of rental equipment with a total original
cost of $4.3 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit ratings on United Rentals Inc. and its wholly owned
subsidiary United Rentals Inc. remain on CreditWatch with negative
implications.


VISIPHOR CORP: Completes CDN$500MM Priv. Offering of 8% Notes
-------------------------------------------------------------
Visiphor Corporation has received Toronto Stock Exchange approval
and has closed a CDN$500,000 private placement with Quorum
Investment Pool Limited Partnership of an 8% convertible secured
debenture maturing over a 5 year period.

The debenture will be convertible into common shares of the issuer
at the conversion price of CDN$0.10 per common share. QIP has
agreed to a CDN$0.15 conversion price on performance targets
mutually agreed upon by Visiphor and QIP.  

The proceeds will be used for general working capital.  Quorum
Funding Corporation 1 LP., a related party to QIP, will receive a
3% transaction fee payable in cash.

Headquartered in Vancouver, Visiphor Corp. (OTC BB: VISRF.OB)
(CDNX: VIS.V) -- http://www.visiphor.com/-- sells software
products and services that deliver practical, rapidly deployable
solutions that integrate business processes and databases.  The
company's solutions focus on disparate process and data management
problems that exist in numerous verticals spanning government,
energy, law enforcement, security, health care and financial
services.

                     Going Concern Doubt

Grant Thornton LLP raised substantial doubt about Visiphor Corp.'s
ability to continue as a going concern after auditing  the
company's financial statements for the period ending
Dec. 31, 2006.  The audotors pointed to the company's incurred a
loss from operations of CDN$6,678,371 and deficiency in operating
cash flow of CDN$2,602,248.  In addition, the company incurred
significant operating losses and net utilization of cash in
operations in all prior periods.


VONAGE HOLDINGS: Facing Nortel's Lawsuit for Patent Infringement
----------------------------------------------------------------
A lawsuit against Vonage Holdings Corp. has been filed by Nortel
Networks Corp. alleging that Vonage is infringing 12 patents
covering technology used in managing telephone data, Jeff St.Onge
and Amy Thomson of Bloomberg News report.

According to Bloomberg, Nortel's lawsuit came after Vonage sued
Nortel's U.S. unit in August seeking to invalidate three of the
patents, arguing that the patents shouldn't have been issued by
the U.S. Patent and Trademark Office.

Nortel denied the allegations and claimed that Vonage is
violating the three patents and nine others, Bloomberg says.

The Delaware case is Vonage Holdings Corp. v. Nortel Networks
Inc., 07CV507, U.S. District Court, Delaware (Wilmington).

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

                          About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with over 1.4 million subscriber lines as of
February 8, 2006.  Utilizing its voice over Internet protocol
technology platform, the company offers feature-rich, low-cost
communications services with a call quality comparable to
traditional telephone services.  While customers in the United
States represent over 95% of its subscriber lines, Vonage
continues to expand internationally, having launched its service
in Canada in November 2004, and in the United Kingdom in May
2005.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Vonage Holdings Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $665.8 million in total assets and $728.7 million
in total liabilities, resulting in a $62.9 million total
shareholders' deficit.


WESTERN POWER: Oct. 31 Balance Sheet Upside-Down by $10.5 Million
-----------------------------------------------------------------
Western Power & Equipment Corp.'s consolidated balance sheet at
Oct. 31, 2007, showed $43.0 million in total assets and
$53.5 million in total liabilities, resulting in a $10.5 million
total stockholders' deficit.

At Oct. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $29.3 million in total current
assets available to pay $51.4 million in total current
liabilities.

The company reported a net loss of $2.9 million on net revenues of
$19.5 million for the first quarter ended Oct. 31, 2007, compared
with a net loss of $769,000 on net revenues of $23.6 million in
the corresponding period ended Oct. 31, 2006.

For the three-month period ended Oct. 31, 2007, equipment sales
and rentals decreased by $3.8 million and product sales decreased
by $758,000 while mining sales increased by $443,000.  Sales in
all of locations declined in the first quarter as compared to the
prior year's first quarter, with the exception of the company's  
Buena Park, California location, which had an increase of
$1.9 million as a result of several large sweeper sales to
municipalities.

The company had an operating loss for the three months ended
Oct. 31, 2007, of $674,000 compared to operating income of $85,000
for the three months ended Oct. 31, 2006, reflecting a decrease in
margin percentages in equipment sales and added costs related to
increased production activities of the company's mining operation.

Interest expense for the three months ended Oct. 31, 2007, of
$2.5 million was up from $1.3 million in the prior year
comparative period.  As a result of the company being in technical
default of their convertible debt agreement, the company expensed
the remainder of the debt discount (related to warrants issued
with the convertible debt transaction in June 2005) and deferred
debt issuance costs during the quarter ended Oct. 31, 2007.

The loss for the three-month period ended Oct. 31, 2007, also
includes a gain of $250,000 related to the issuance of the 5%
ownership interest in the company's subsidiary, Arizona Pacific
Materials, LLC related to the June 2007 default waiver.

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?267f

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Western Power & Equipment Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007 and 2006.  The
auditing firm reported that the company continues to incur
operating losses and is in default with its convertible debt
agreement.

A revised due date of Oct. 15, 2007, was negotiated to pay the
entire loan balance.  The company did not make the required full
loan repayment on Oct. 15, 2007, and continues to be in default
with the debt agreement.  

Management is currently in discussions to refinance the debt but
there is no assurance it will succeed in these refinancing
efforts.

                       About Western Power

Based in Vancouver, Washington, Western Power & Equipment Corp.
(OTC BB: WPEC) -- http://www.wpec.com/-- is engaged in the sale,  
rental, and servicing of light, medium-sized, and heavy
construction, agricultural, and industrial equipment, parts, and
related products which are manufactured by Case Corporation and
certain other manufacturers and operates a mining company in
Arizona.  Products sold, rented, and serviced include backhoes,
excavators, crawler dozers, skid steer loaders, forklifts,
compactors, log loaders, trenchers, street sweepers, sewer
vacuums, and mobile highway signs.

The company maintains two distinct segments which include Western
Power & Equipment Corp., the equipment dealership and Arizona
Pacific Materials LLC, a mining operation.


WICKES INC: Judge Black Confirms Joint Amended Chapter 11 Plan
--------------------------------------------------------------
The Honorable Bruce W. Black of the United States Bankruptcy
Court for the Northern District of Illinois confirmed Wickes Inc.
and the Official Committee of Unsecured Creditors' Joint Amended
Chapter 11 Plan of Reorganization.

                      Overview of the Plan

As reported in the Troubled Company Reporter on Sept. 11, 2007,
the Plan provides for the liquidation of the Debtor's remaining
assets, including, the prosecution of causes of action and
distribution of the net proceeds to creditors according to
priority under the Bankruptcy Code.

On the effective date, the Plan contemplates that the property of
the Debtor will vest in the liquidating trust, and the liquidating
trustee will administer and liquidate the Debtor's remaining
assets, and prosecute and settle litigation claims.

The Debtor and Committee tell the Court that substantially all of
the Debtor's operating assets have been sold.

                      Treatment of Claims

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

Holders of Secured Claims, totaling $2,100,000, will expect to
recover 100% of their allowed claims.  After the effective date,
each holder will receive, either:

   a. cash equal to the unpaid portion of the allowed claim;
  
   b. other treatment, which the Debtor and liquidating trustee
      have agreed upon writing; or

   c. the return of the holder's collateral.

Other Priority Claims, totaling $10,376, will be paid in full and
will expect to recover 100% of their claims.

Holders of Convenience Claims, totaling $2,415,456 including
amounts owed to holders who have reduced their claims to $5,000,
will expect to recover 15% of their claims.

General Unsecured Claims, totaling between $37,000,000 and
$46,500,000, will expect to recover 10%, plus additional net
recoveries from litigation claims.

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

A full-text copy of the Disclosure Statement is available for
a fee at: http://ResearchArchives.com/t/s?23b8   

Headquartered in Vernon Hills, Illinois, Wickes Inc. --
http://www.wickes.com/-- is a retailer and manufacturer of
building materials, catering to residential and commercial
building professionals, repairs and remodeling contractors and
project do-it-yourself consumers.  Wickes, Inc., and GLC Division,
Inc., filed for chapter 11 protection on January 20, 2004 (Bankr.
N.D. Ill. Case No. 04-02221).  The Court dismissed GLC's case on
Feb. 17, 2005.  Richard M. Bendix Jr., Esq., at Schwartz, Cooper,
Greenberger & Krauss and Steven J. Christenholz, Esq., David N.
Missner, Esq., and Deborah M. Gutfeld, Esq., at DLA Piper Rudnick
Gray Cary US LLP represent the Debtors in their restructuring
efforts.  The Debtors have selected BMC Group Inc. as their
claims, noticing and balloting agent.  Sonnenschein Nath &
Rosenthal LLP serves as counsel for the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $155,453,000 in total assets and
$168,199,000 in total debts.


WOO CORP: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Woo Corp., Inc.
        208 Stonecliff Court
        Stone Mountain, GA 30083

Bankruptcy Case No.: 07-22700

Type of Business: Doing business as Rabbittown Car Wash, the
                  Debtor provides car wash services.

Chapter 11 Petition Date: December 19, 2007

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: William C. Burn, Esq.
                  25 Atlanta Street, Suite F
                  Marietta, GA 30060
                  Tel: (770) 427-3992
                  Fax: (770) 425-0601

Total Assets: $1,359,500

Total Debts:    $912,458

The Debtor did not file a list of its 20 largest unsecured
creditors.


XYTRANS INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Xytrans, Inc.
        5422 Carrier Drive, Suite 201
        Orlando, FL 32819

Bankruptcy Case No.: 07-06664

Type of Business: The Debtor is a millimeter wave technology
                  provider for the military, homeland security,
                  and commercial markets.  See
                  http://www.xytrans.com/

Chapter 11 Petition Date: December 20, 2007

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Northrop Grumman               $435,000
Systems Corp.-S.T.
P.O. Box 601040
Los Angeles, CA 90060

Dan Ammar                      $278,229
7054 Horizon Circle
Windermere, FL 34786

Sandy Bay Machine              $134,554
31 Poole's Lane
Rockport, MA 01966

M/A-C.O.M.                     $62,460

Arnall Golden Gregory          $53,281

Allen, Dyer, Dopplett          $49,635

Modular Components National    $44,815

Boston Financial               $38,226

Bulova Technologies            $32,447

Arrow Electronics              $28,000

Entegee, Inc.                  $27,489

Gigacom                        $25,967

Electro Rent Corp.             $25,507

KForce, Inc.                   $25,120

Sand Lake West                 $18,997

Price Printed Circuits         $12,409

Dielectric Laboratories        $11,985

Dr. Kimon Anemogiannis         $8,375

Polese                         $8,292

Triad Personnel Services       $7,527


* Fitch Performs Review on Rated Cash U.S. Real Estate CDOs
-----------------------------------------------------------
In light of industry concerns regarding the stability of ratings
for the CDO sector, Derivative Fitch recently conducted a review
of its rated cash U.S. commercial real estate CDOs.  As part of
its review, Fitch identified transactions categorized as first
loss transactions as the ones most likely to experience negative
rating migration.

Fitch currently rates 113 CRE CDOs and ReREMICs with a current
rated balance of approximately $54.4 billion.  This universe can
be classified into three subcategories based on collateral
composition: first loss CRE CUSIP CDOs/ReREMICs, non-first loss
CRE CDOs, and CREL CDOs.  Those deals which include the most
junior CMBS bonds are referred to as first loss CRE CUSIP
CDOs/ReREMICs; CDOs of predominantly investment grade CMBS, REITs
and other rated bonds are referred to as non-first loss CRE CUSIP
CDOs; and transactions that consist of more than 50% unrated
commercial real estate loans are referred to as CREL CDOs.  Fitch
currently maintains ratings on 35 first loss CUSIP CDOs totaling
$15.6 billion of rated bonds; 43 non-first loss CUSIP CDOs
totaling $17.9 billion of rated bonds; and 35 CREL CDOs totaling
$20.9 billion of rated bonds.

Fitch Performs Sector Review of First Loss CRE CDOs/ReREMICs:

A sector review of first loss transactions was prompted by Fitch's
anticipation of increased defaults and losses on the loans within
the underlying CMBS transactions.  CMBS transactions generally
contain a sequential pay structure where losses are applied in
reverse sequential order.  The most junior class of bonds, the
first loss bond, absorbs losses before other rated bonds in a
respective transaction.  The first loss CRE CDO/ReREMIC
transactions, in general, contain concentrations of the entire
stack of non-investment grade bonds from CMBS transactions in
which the asset manager, typically the CMBS B-Piece buyer,
invests..  Fitch expects that most unrated first loss bonds will
experience complete losses over time, as many of these tranches
have a class size that ranges from 1% to 2%.  Fitch is refining
its methodology for reviewing and rating these transactions to
better reflect Fitch's reduced expectation of their performance.

For its sector review, Fitch has broadened its universe of deals
classified as first loss CUSIP CRE CDOs to include transactions
whose underlying CMBS bonds at time of CDO closing were more than
15% rated below 'B-', or had a concentration of CMBS bonds that
were more than 25% below 'BB'.  As noted in the spreadsheet,
several of these deals at issuance did not contain any non-rated
first loss bonds (although some now may be first loss due to
realized losses).  CUSIP CRE CDOs with a concentration of non-
rated first loss bonds are expected to be the most at risk of
impairment.  Upon completion of the sector review, Derivative
Fitch will take any necessary rating actions and issue a report
detailing the updated methodology.

Performance of Non First Loss CUSIP CDOs Dependent on CMBS Rating
Migration:

Non-first loss or mezzanine CRE CUSIP CDOs will be watched closely
as well, but are much more dependent on actual rating migration at
this time.  These transactions have benefited the most from US
CMBS' strong performance track record.  For these CRE CDOs,
upgrades to-date have been due to the positive rating migration of
their underlying CMBS assets.  The defeasance of the underlying
loans in CMBS pools has been the largest contributing factor to
the upgrades that have occurred in the CMBS sector.

As mentioned in Fitch's CMBS outlook, the CRE sector is expected
to continue to have stable fundamentals in 2008.  However, fewer
loans will defease over the next year, resulting in fewer upgrades
of CMBS bonds.  Also, upcoming maturities in 2008 will face
increased refinance risk due to lack of available capital which
will result in some adverse selection.  Properties that have not
yet stabilized will have the most difficulty refinancing.  Fitch
expects more extensions and modifications as loans near their
maturities.  While fewer upgrades are expected on CMBS bonds in
the coming year, Fitch's CMBS stress testing shows that investment
grade rated bonds are not expected to be impacted by the lack of
available credit, even if a 25% systemic property value decline
occurs.

U.S. CREL CDOs Can Withstand Systemic Market Value Declines:

Similar assumptions utilized in stress testing performed on
Fitch's CMBS rated portfolio were applied to Derivative Fitch's
rated portfolio of CREL CDOs.  Fitch observed that CREL CDOs which
exhibited the most stress under a systemic market value decline
scenario were those CRE CDOs concentrated in highly leveraged,
subordinate debt.  Higher leveraged positions will experience more
refinance risk, while their subordinate positions may result in
100% loss severity, particularly if they are thin tranches of a
property's overall debt stack.  Although CREL CDOs concentrated
with whole loans fared the best, they are not immune to the
current market stress.  As reported in Fitch's CREL CDO loan
delinquency press releases, whole loans are expected to experience
higher delinquencies albeit with lower loss severities.  Fitch
anticipates that more loans will be extended and/or modified in
the coming year.

The stress testing applied by Fitch is designed to mimic sudden
systemic property value declines to all the properties securing
the loans within a transaction.  It then tests the effect of the
hypothetical loan losses on the respective CDO capital structure.  
The loan losses were derived by comparing the stressed value to
the outstanding mortgage balance.  To the extent the value was
less than the total outstanding debt, any losses reduced the CDO's
available collateral balance.  Recoveries after losses were
assumed to pay down the most senior bonds, which is standard
practice for impaired assets within CREL CDOs.  Fitch also gave
benefit to any excess spread generated by remaining assets as
coverage tests were breached.

The stress testing consisted of two systemic market value decline
scenarios.  The first stress uses Fitch Stressed Net Cash Flow and
Fitch's stressed property specific capitalization rates which
average 9% compared to the average market cap rates of 6.5% to
determine stressed values.  This stress approximates a 25% market
value decline.  All investment grade bonds passed this scenario.  
The second test applied an additional 15% decline in value
resulting in a total 40% decline in value.  Fitch views this
second stress as corresponding to a 'AA' stress.  Each
transaction's capital structure was tested to assess whether the
'AAA' and 'AA' rated bonds survived this stress.  Similar to CMBS'
results, no deals had impaired classes rated above the 'A'
category under this scenario.

As a result of the stress testing, Fitch has determined from its
stress testing that the ratings on CREL CDOs are appropriate and
no rating actions are planned at this time.  However, Fitch relies
on updated information to monitor the deals.  To the extent
information is dated, conservative assumptions will be made, which
could trigger rating actions for certain CREL CDOs.

Fitch anticipates there will be a distinct tiering of asset
managers and their respective CREL CDOs in the coming year.   
Fitch believes that those managers who can provide updated
information on their deals are actively surveilling their assets
and can proactively manage potentially troubled assets before the
loans default.  One of the advantages of a CDO is that it allows
managers greater flexibility to modify and extend loans before
they actually experience a default.  In addition, those managers
with better liquidity in-place, can also support their deals by
purchasing impaired assets out of the deal at par.  Furthermore,
although Fitch has concerns with the amount of leverage on these
loans, CREL CDOs are rated to withstand some negative collateral
performance.

Fitch will be applying these stress test scenarios in both its new
issue and surveillance reviews of CREL CDOs going forward.  An
updated CREL CDO methodology report will be published within the
next month describing the stress tests.  Additionally, Fitch will
continue to monitor all CREL CDOs by reviewing monthly loan
delinquency and watchlist reports and performing periodic
surveillance reviews.

Summary - First Loss Transactions are at Most Risk:

In conclusion, the performance of Fitch's rated CRE CDOs will vary
in 2008.  First loss CDOs/ReREMICs are at most risk of impairment.  
This transaction type represents 29% by rated balance of all
Fitch-rated CRE CDOs.  The performance of non-first loss or
mezzanine transactions (33% of Fitch-rated CRE CDOs) is dependent
on the actual rating migration of the underlying CMBS
transactions.  US CMBS is anticipated to have stable ratings for
2008.  Fitch's stress testing of the CREL CDOs (38%) showed that,
based on current information, the investment grade tranches of
these transactions can withstand a 25% commercial real estate
market value decline.  Updated information is of utmost importance
in monitoring CREL CDO transactions and Fitch anticipates a
tiering of asset managers and transactions based on the asset
manager's ability to actively analyze and proactively manage its
loan portfolio.

Fitch will publish a report on the first loss transaction sector
review in the near future.


* Notice of Liquidation and Termination Cue S&P to Cut Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
classes of notes from three collateralized debt obligation
transactions following notifications from the trustees
of the controlling noteholders' intent to liquidate the collateral
and terminate the CDOs.

The three CDOs and their related notice information are:

  -- Tricadia CDO 2007-8 Ltd., a CDO of SF CDOs, for which a  
  notice dated Dec. 14, 2007, has been received stating that a  
  majority of the controlling noteholders and the credit
  default swap counterparty are directing the trustee to
  proceed with the liquidation of the collateral supporting the  
  notes.  This notice followed a previous notice declaring an
  event of default as of Nov. 20, 2007, under section 5.1(h) of
  the indenture.

  -- TABS 2007-7 Ltd., a mezzanine SF CDO of asset-backed  
  securities, for which a notice dated Dec. 14, 2007, has been
  received stating that a majority of the controlling class is
  directing the trustee to proceed with the liquidation of the
  collateral supporting the notes.  This notice followed a
  previous notice declaring an EOD as of Nov. 9, 2007, under
  section 5.1(h) of the indenture.

  -- TABS 2006-5 Ltd., a mezzanine SF CDO of ABS, for which a
  notice dated Dec. 12, 2007, has been received stating that a
  majority of the controlling class is directing the trustee to
  proceed with the liquidation of the collateral supporting the
  notes.  This notice followed a previous notice declaring an
  EOD as of Nov. 1, 2007, under section 5.1(h) of the
  indenture.

These rating actions reflect Standard & Poor's opinion regarding
the impact on the transactions of a potential liquidation of the
collateral at the current depressed market prices.  The
controlling class' election to liquidate the collateral at this
time may result in losses for all classes of notes.  Therefore,
these rating actions are more severe than would be justified based
solely on the credit deterioration of the underlying collateral.
     
Through Dec. 17, 2007, Standard & Poor's had received EOD notices
for 50 U.S. CDO of ABS and CDO of SF CDO transactions originated
in 2006 and 2007.  To date, including the three transactions
below, six of these CDOs have followed their EOD notices with
notices of their intent to liquidate.

TABS 2006-5, TABS 2007-7, and Tricadia 2007-8 are managed by
Tricadia CDO Management LLC.  Standard & Poor's will continue to
monitor the CDO transactions it rates and take rating actions
(including CreditWatch placements) as appropriate given the
performance of the underlying collateral, the credit enhancement
afforded by each CDO structure, and the priority of
payments specified in each transaction's legal documentation.

S&P will base subsequent rating actions on cash flow and hybrid
CDO transactions that have experienced EODs due to the failure of
an overcollateralization-based EOD trigger on our analysis of the
cash flow impact of post-EOD actions taken by the controlling
noteholders for the transaction.


             Downgrades and CreditWatch Actions

                                       Rating
                                       ------
Transaction          Class    To               From
-----------          -----    --               ----
TABS 2006-5           A-1S     BB/Watch Neg     AAA/Watch Neg
TABS 2006-5           A-1J     CCC-/Watch Neg   BBB-/Watch Neg
TRICADIA CDO 2007-8   A-1VF    BB/Watch Neg     AAA
TRICADIA CDO 2007-8   A-X      CCC-/Watch Neg   AAA/Watch Neg
TRICADIA CDO 2007-8   A-2      CCC-/Watch Neg   AAA/Watch Neg
TRICADIA CDO 2007-8   B        CCC-/Watch Neg   AA/Watch Neg
TRICADIA CDO 2007-8   C        CC               A/Watch Neg
TRICADIA CDO 2007-8   D        CC               BBB/Watch Neg
TRICADIA CDO 2007-8   E        CC               BBB-/Watch Neg
TRICADIA CDO 2007-8   F        CC               BB/Watch Neg
TABS 2007-7           A-1S     BB/Watch Neg     AAA/Watch Neg
TABS 2007-7           A-1J     CCC-/Watch Neg   AA+/Watch Neg
TABS 2007-7           A-2      CCC-/Watch Neg   BBB/Watch Neg
TABS 2007-7           A-3      CC               BB-/Watch Neg
TABS 2007-7           B-1      CC               B/Watch Neg
TABS 2007-7           B-2      CC               CCC/Watch Neg
TABS 2007-7            X       CCC-/Watch Neg   AA/Watch Neg

                  Other Ratings Outstanding

         Transaction         Class            Rating
         -----------         -----            ------
         TABS 2007-7         B3               CC
         TABS 2007-7         C                CC
         TABS 2007-7         Sub notes        CC
         TABS 2006-5         A2               CC
         TABS 2006-5         A3               CC
         TABS 2006-5         B1               CC
         TABS 2006-5         B2               CC
         TABS 2006-5         B3               CC
         TABS 2006-5         C                CC
         TABS 2006-5         Sub notes        CC


* S&P Cuts Ratings on 1,292 Classes of Mortgage-Backed Securities
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 1,292
classes of U.S. residential mortgage-backed securities backed by
U.S. first-lien Alternative A mortgage collateral issued during
2005 and 2006.  These classes are from 381 transactions.

In the aggregate, the affected classes represent approximately
$7.06 billion of original par amount, which is 1.02% of the $694.3
billion original par amount of U.S. first-lien Alt-A mortgage
collateral rated by Standard & Poor's in 2005 and 2006.  The
current balance of the certificates with lowered ratings is $6.9
billion.  It's important to note that we adjusted the former base
amount of $675.9 billion because we re-categorized 55 prime pools
as Alt-A in our surveillance systems.  These pools represent
approximately $18 billion in
securities.  The Alt-A transactions are collateralized by negative
amortization (payment option ARMs), short-reset hybrid ARMs (2/28
and 3/27) and fixed-rate and longer-dated hybrid ARM loans.  By
collateral type, rating actions were:

                           Alt-A Type
                      2/28 & 3/27 Hybrid

     Ratings Cut        Ratings Cut       Dollars Cut
     -----------        -----------       -----------
        420                32.46%        $2,262,000,000    


Billion Dollar rated Percentage of rated   Percentage of total
      ('05/'06)            by type              Alt-A rated
-------------------- -------------------   -------------------
  $69,650,000,000        3.25%                 0.33%
       
                           Alt-A Type
                            Neg Am

  Ratings Cut        Ratings Cut       Dollars Cut
  -----------        -----------       -----------
     121                9.37%        $1,106,000,000  


Billion Dollar rated  Percentage of rated   Percentage of total
     ('05/'06)            by type               Alt-A rated
-------------------- -------------------   -------------------
  $229,280,000,000        0.478%                0.16%

                           Alt-A Type
                        Fixed & hybrid
                    (fixed period > 3 years)


Ratings Cut        Ratings Cut       Dollars Cut
  -----------        -----------       -----------
     751                58.17%        $3,609,000,000  


Billion Dollar rated  Percentage of rated   Percentage of total
     ('05/'06)            by type               Alt-A rated
-------------------- -------------------   -------------------
  $395,340,000,000        0.93%                0.53%

Standard & Poor's also affirmed its ratings on securities issued
from the same period, representing $548.54 billion original par
value of U.S.  RMBS backed by first-lien Alt-A mortgage loan
collateral.

Alt-A loans are first-lien residential mortgages that generally
conform to traditional "prime" credit guidelines.  However, the
loan-to-value ratio, loan documentation, occupancy status,
property type, or other factors cause these loans not to qualify
under standard underwriting programs for prime jumbo and prime
quality conforming loans.

These rating actions resolve 507 outstanding CreditWatch actions
taken since Dec. 8, 2006, 484 of which were taken on Nov. 9 2007.  
S&P affirmed 113 of these ratings and removed them from
CreditWatch negative.  S&P lowered the other 394 ratings.

               Impact on CDOs, ABCP, and SIVs

Standard & Poor's is also reviewing its rated collateralized debt
obligation transactions with exposure to these U.S. RMBS classes.  
Where appropriate, S&P will take action on the affected CDO
classes within the next several days.

Standard & Poor's has completed its global review of all its rated
asset-backed commercial paper conduits with exposure to these U.S.
RMBS classes and confirms that the ratings on these ABCP conduits
are not adversely affected by these rating actions.

Standard & Poor's has reviewed all rated structured investment
vehicle and SIV-lite structures with regard to exposure to these
U.S. RMBS classes.  This review showed that there is no exposure
to the affected U.S. RMBS classes in any SIV or SIV-lite and are
therefore not adversely affected by these rating actions.

Rating changes were distributed throughout the rating spectrum
with one rating lowered to 'A' form 'AAA'.  Rating actions were
taken predominately on the 'BBB' or lower rating categories
(63.15%).  The resulting ratings associated with the downgraded
classes, as a percentage of the total $6.9 billion in downgraded
securities, are as following:

   Rating      No. of                               Total
  Category     Actions      Orig. cert bal.    actions by bal.
  --------     -------      ---------------    ---------------
   AAA         1            $13,365,328           0.19%
   AA+         13           $181,730,231          2.63%
   AA          69           $750,022,480          10.87%
   AA-         26           $154,201,820          2.24%
   A+          56           $299,391,106          4.34%
   A           112          $757,623,026          10.99%
   A-          83           $364,523,911          5.29%
   BBB+        88           $417,789,132          6.06%
   BBB         159          $810,198,176          11.75%
   BBB-        132          $594,888,551          8.63%
   BB+         54           $237,995,777          3.45%
   BB          234          $1,185,541,483        17.19%
   BB-         11           $29,937,566           0.43%
   B           246          $1,079,572,984        15.65%
   B-          7            $15,615,482           0.23%
   CCC         1            $4,457,674            0.06%
   Total       1,292        $6,896,854,728        100.0%

These rating actions incorporate our most recent economic
assumptions, and reflect our expectation of further defaults and
losses on the underlying mortgage loans and the consequent
reduction of credit support from current and projected losses. Our
projections are based on our surveillance assumptions that we
published on Aug. 7, 2007.

The ratings on the Alt-A transactions from the issuers listed
below were most affected by the downgrades, and represent
approximately 81.76% of the actions taken.  Most of these issuers
were among the top 10 issuers of Alt-A securitizations during 2005
and 2006.

   Top 10 Dollar Amounts Of Downgraded Securities By Issuer

             Issuer          Amount           Percentage
             ------          ------           ----------
         Countrywide       $1,560,936,735      22.63%
         Bear Stearns      $1,092,349,160      15.84%
         Lehman Bros.      $659,280,753        9.56%
         IndyMac           $648,563,508        9.40%
         Goldman Sachs     $353,045,429        5.12%
         Deutsche          $321,422,738        4.66%
         Greenwich         $286,438,173        4.15%
         Nomura            $272,677,355        3.95%
         RFC               $224,050,276        3.25%
         Morgan Stanley    $219,840,187        3.19%

         Total downgraded amount               81.76%

                Factors Driving Rating Actions

                  Mortgage Pool Performance

The lowered ratings reflect pool performance as of the November
2007 distribution date and the delinquency pipelines in these
mortgage loan pools.  Although most of these pools have incurred
low cumulative losses to date, the projected credit support for
the affected classes is no longer sufficient in Standard and
Poor's view to support the previous ratings.  Some of these
transactions have higher-than-expected foreclosure and real estate
owned amounts, with sums that exceed current available credit
support amounts, which includes, where applicable, the O/C
amounts.  Additionally, in many cases, the stressed losses may
outpace excess interest and erode credit support, causing O/C
levels to fall below their targets.

These actions reflect a persistent rise in the level of
delinquencies among the Alt-A mortgage loans supporting these
transactions.  As of the November 2007 distribution, total
delinquencies and severe delinquencies (90-plus days,
foreclosures, and REOs) for the 2005 transactions with ratings
lowered exceed those of Alt-A transactions with ratings affirmed
by 92% and 130%, respectively.  At the same time, total and severe
delinquencies for the 2006 transactions with ratings lowered
exceed those with ratings affirmed by 64% and 103%, respectively.  
Total delinquencies for all Alt-A transactions issued during 2005
have increased 37.3% to 8.62%, and total delinquencies for all
Alt-A transactions issued during 2006 have increased 62.1% to
11.64% since July 2007.  Over the same period, severe
delinquencies have increased 52.4% to 4.8% for transactions issued
during 2005 and to 63.3% to 6.61% for transactions issued during
2006.  The following data shows the trending decline in credit
quality for Alt-A transactions by three relevant groupings.

                      ALT-A Deals Downgraded

          2005 Vintage                  2006 Vintage
          ------------                  ------------

        Delinq.         Cum              Delinq.        Cum
Date   Total    90+    loss       Date  Total   90+    loss
----   ------   ---    ----       ----  ------- ---    ----
Nov     13.29    7.49%  0.15%      Nov   15.37   9.82%  0.09%
Oct     12.32    6.58%  0.12%      Oct   14.27   8.38%  0.06%
Sept    10.53    5.78%  0.09%      Sept  12.17   7.45%  0.04%
Aug      9.51    5.00%  0.07%      Aug   10.93   6.20%  0.03%
July     8.72    4.44%  0.06%      July   9.81   5.23%  0.02%

                  ALT-A Deals Without Downgrades

          2005 Vintage                  2006 Vintage
          ------------                  ------------

       Delinq.        Cum               Delinq.         Cum
Date  Total    90+   loss        Date  Total   90+     loss
----  ------   ---   ----        ----  ------  ---     ----
Nov    6.94     3.24%  0.04%      Nov   9.38    4.85%   0.05%
Oct    6.79     2.98%  0.04%      Oct   9.08    4.09%   0.05%
Sept   5.55     2.57%  0.03%      Sept  7.39    3.39%   0.04%
Aug    5.26     2.26%  0.02%      Aug   6.47    2.69%   0.03%
July   4.93     1.96%  0.02%      July  5.70    2.09%   0.02%

                       All ALT-A Deals

         2005 Vintage                     2006 Vintage
         ------------                     ------------

         Delinq.        Cum             Delinq.         Cum
Date    Total    90+   loss      Date  Total   90+     loss
----    ------   ---   ----      ----  ------  ---     ----
Nov     8.62    4.80%  0.11%      Nov   11.64   6.61%  0.08%
Oct     8.34    4.31%  0.09%      Oct   10.71   5.59%  0.05%
Sept    7.04    3.84%  0.08%      Sept   8.96   4.85%  0.04%
Aug     6.67    3.48%  0.06%      Aug    7.99   4.06%  0.03%
July    6.28    3.15%  0.05%      July   7.18   3.42%  0.02%

Realized cumulative losses within U.S. RMBS transactions backed by
Alt-A mortgage loans issued during this period have remained
relatively low to date.  The 2005 and 2006 transactions affected
by these actions have experienced losses of 15 basis points and 9
bps to date, respectively, as compared with those with affirmed
ratings, which have experienced losses of 4 bps and 5 bps,
respectively.
  
                       Economic Factors

Standard & Poor's expects that home prices in the U.S. housing
market will continue to decline.  Weakness in the property markets
is evidenced by rising loss severities reported by servicers, with
little prospect for improvement in the near term.

Additional property value declines are expected.  Standard &
Poor's currently projects that property values will decline 11% on
average from peak to trough and will begin to recover in late
2008, with the peak having occurred in the spring of 2006.  The
continued decline in home prices will apply additional
stress to the affected Alt-A transactions.  Additionally,
foreclosures will cause increased losses, and many borrowers will
face the inability to refinance or sell their homes to meet debt
obligations.  As lenders have tightened underwriting guidelines,
fewer refinance options may be available to these borrowers,
especially if their LTV and combined loan-to-value  ratios have
risen in the wake of declining home values.

             Additional Surveillance Assumptions

In reviewing these transactions, S&P employed the first-lien Alt-A
surveillance assumptions S&P announced on Aug. 7, 2007,  adjusted
for our more negative views on home prices, delays in liquidating
REO assets, and the impact of interest rate resets and loan
modifications.  S&P maintains a 25% loss severity for the Alt-A
collateral issued during the first quarter 2005 through the third
quarter 2005 with short resets (less than or equal to three years)
only.  The increased loss severity for the remaining periods of
issuance reflects Standard & Poor's most recent projections for
house price declines.  Therefore, S&P assumes loss severities for
these transactions:

                     Loss Severities

                             Quarter Transaction Closed
                             --------------------------

                            Q1'05-Q3'05    Q4'05 - Q4'06
                            -----------    -------------
Alt-A 2/28 & 3-27 ARM           25%            28%
Alt-A short reset              32%            35%
Alt-A Neg Am                   30%            33%

Standard and Poor's has not changed its assumptions for how
delinquent loans will progress through the delinquency pipeline
toward liquidation.  To capture its view on the recognition of
loss in our analysis, S&P employed collateral-specific loss curves
that stressed losses through the next 36 months of the life of the
transactions.  S&P projected forward a delinquency pipeline using
a fixed or subprime historical default curve for fixed-rate and
longer-dated hybrid ARMs and short-reset hybrid ARMs,
respectively.  S&P used more recent negative amortization data for
the negative amortization curves.

In the aforementioned article, S&P notes that the expected losses
for the entire 2005 and 2006 vintages that result from applying
the curves range from 1.85% to 2.55% and 3.35% to 4.42%,
respectively.  Its current view is that many of the losses for the
2006 transactions will more likely be toward the higher end of the
range for the 2006 vintage, based on higher delinquencies and
lower home price appreciation.

During this review, S&P analyzed all of the classes backed by Alt-
A mortgage loan collateral rated during 2005 and 2006.  The
outstanding classes issued during this period that are not
included in this release demonstrated sufficient levels of
protection for the current ratings.  Therefore, S&P is
affirming its ratings on these classes.


* S&P Puts Ratings of 74 Tranches on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 74
tranches from 15 U.S. cash flow and hybrid collateralized debt
obligations of asset-backed securities on CreditWatch with
negative implications following the downgrade of 1,292 classes of
U.S. residential mortgage-backed securities backed by U.S. first-
lien Alternative A mortgage collateral.  The 381 downgraded RMBS
Alt-A transactions were issued during 2005 and 2006.

The CDO tranches with ratings placed on CreditWatch negative have
a total issuance amount of $5.18 billion, and all are from CDOs of
ABS collateralized by structured finance securities, including
U.S. RMBS.  The affected CDO transactions were all issued in 2006
or 2007.  

Four of the affected CDO transactions are high-grade SF CDOs of
ABS collateralized at origination primarily by 'AAA', 'AA', and
some 'A' rated tranches of RMBS and other SF securities.  The
other 11 CDOs are mezzanine SF CDOs of ABS collateralized by 'A'
and 'BBB' rated tranches of RMBS and other SF securities.

For the mezzanine SF CDOs with ratings on CreditWatch, the
exposure to the downgraded Alt-A mortgage collateral ranges from
5.39% to 29.7% of the total portfolio collateral held by the CDO,
while the corresponding exposure for the high-grade SF CDOs ranges
from 2.03% to 8.7% of the total collateral.
     
Standard & Poor's is continuing its review of cash flow and hybrid
CDO transactions with exposure to downgraded RMBS and will take
action on the CDO ratings where appropriate.

         CDO Ratings Placed on CreditWatch Negative
                  
                                               Rating
                                               ------

Transaction                 Tranche       To              From
-----------                 -------       --              ----

Brigantine High Grade Fndg  B             AA/Watch Neg    AA
Brigantine High Grade Fndg  C             A/Watch Neg     A
Brigantine High Grade Fndg  D             BBB/Watch Neg   BBB
Brigantine High Grade Fndg  Income nts    BB+/Watch Neg   BB+
Caldecott CDO 1             A-2           AAA/Watch Neg   AAA
Caldecott CDO 1             A-3           AA-/Watch Neg   AA-
Caldecott CDO 1             B             A-/Watch Neg    A-
Caldecott CDO 1             C             BB+/Watch Neg   BB+
Caldecott CDO 1             D             B-/Watch Neg    B-
Caldecott CDO 1             E             CCC+/Watch Neg  CCC+
Caldecott CDO 1             F             CCC/Watch Neg   CCC
Grand Avenue CDO II         A-3           AAA/Watch Neg   AAA
Grand Avenue CDO II         B             AA/Watch Neg    AA
Grand Avenue CDO II         C             A-/Watch Neg    A-
Grand Avenue CDO II         D             BBB/Watch Neg   BBB
Ischus Mezzanine CDO IV     A-3           AAA/Watch Neg   AAA
Ischus Mezzanine CDO IV     B             AA/Watch Neg    AA
Ischus Mezzanine CDO IV     C             A/Watch Neg     A
Nautilus RMBS CDO III       A-1J          AAA/Watch Neg   AAA
Nautilus RMBS CDO III       A-2           AA/Watch Neg    AA
Nautilus RMBS CDO III       A-3F          A/Watch Neg     A
Nautilus RMBS CDO III       A-3V          A/Watch Neg     A
Nautilus RMBS CDO III       B             BBB/Watch Neg   BBB
Nautilus RMBS CDO III       C             B/Watch Neg    BB
Nautilus RMBS CDO IV        B-F           BBB/Watch Neg   BBB
Nautilus RMBS CDO IV        B-V           BBB/Watch Neg   BBB
Nautilus RMBS CDO IV         C-F          BB/Watch Neg    BB
Nautilus RMBS CDO IV         C-V          BB/Watch Neg    BB
Pine Mountain CDO II         A            AAA/Watch Neg   AAA
Sharps CDO I                 A-1          AAA/Watch Neg   AAA
Sharps CDO I                 A-2          AAA/Watch Neg   AAA
Sharps CDO I                 B            AA/Watch Neg    AA
Sharps CDO I                 C            A/Watch Neg     A
Sharps CDO I                 D            BBB/Watch Neg   BBB
Sharps CDO I                 E            BB/Watch Neg    BB
Sharps CDO II                A-2          AAA/Watch Neg   AAA
Sharps CDO II                A-3          AAA/Watch Neg   AAA
Sharps CDO II                B            AA/Watch Neg    AA
Sharps CDO II                C            A/Watch Neg     A
Sharps CDO II                D-1          BBB+/Watch Neg  BBB+
Sharps CDO II                D-2          BBB-/Watch Neg  BBB-
Silver Marlin CDO I          B            AA/Watch Neg    AA
Silver Marlin CDO I          C            AA-/Watch Neg   AA-
Silver Marlin CDO I          D            A/Watch Neg     A
Silver Marlin CDO I          E            A-/Watch Neg    A-
Silver Marlin CDO I          F            BBB/Watch Neg   BBB
Sorin CDO V                  A2           AA/Watch Neg    AA
Sorin CDO V                  A3           A/Watch Neg     A
Sorin CDO V                  B            BBB/Watch Neg   BBB
Sorin CDO V                  C            BB/Watch Neg    BB
Sorin CDO VI                 A-2L         AA/Watch Neg    AA
Sorin CDO VI                 A-3L         A/Watch Neg     A
Sorin CDO VI                 B-1L         BBB/Watch Neg   BBB
Sorin CDO VI                 B-2L         BB+/Watch Neg   BB+
South Coast Funding IX       A2           AAA/Watch Neg   AAA
South Coast Funding IX       B            A/Watch Neg     A
South Coast Funding IX       C            BB/Watch Neg    BB
South Coast Funding IX       D            B-/Watch Neg    B-
South Coast Funding IX       E            CCC+/Watch Neg  CCC+
South Coast Funding IX       F            CCC/Watch Neg   CCC
Stack 2006-1                 II           AAA/Watch Neg   AAA
Stack 2006-1                 III          AA/Watch Neg    AA
Stack 2006-1                 IV           A+/Watch Neg    A+
Stack 2006-1                 V            A-/Watch Neg    A-
Stack 2006-1                 VI           BB+/Watch Neg   BB+
Stack 2006-1                 VII          BB/Watch Neg    BB
West Coast Funding I         A-1a         AAA/Watch Neg   AAA
West Coast Funding I         A-1b         AAA/Watch Neg   AAA
West Coast Funding I         A-1v         AAA/Watch Neg   AAA
West Coast Funding I         A-2          AAA/Watch Neg   AAA
West Coast Funding I         A-3          AAA/Watch Neg   AAA
West Coast Funding I         B            AA/Watch Neg    AA
West Coast Funding I         C            A/Watch Neg     A
West Coast Funding I         D            BBB/Watch Neg   BBB


* BOOK REVIEW: How to Measure Managerial Performance
----------------------------------------------------

Author:     Richard S. Sloma
Publisher:  Beard Books
Paperback:  272 pages
List Price: $34.95

Order your personal copy at
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How to Measure Managerial Performance by Richard S. Sloma is a
valuable reference tool.  This practical handbook provides new
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This book is a compendium of principles and techniques to improve
and measure managerial performance in a number of areas important
to the successful operation of a business.

Rigorous application of the concepts of this instructive book will
enable an organization to perform at several levels higher in
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                             *********

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
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trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
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Each Tuesday edition of the TCR contains a list of companies with
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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.

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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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