TCR_Public/071226.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, December 26, 2007, Vol. 11, No. 304

                             Headlines


ACE SECURITIES: Moody's Puts Ratings on Two Certs. Under Review
ACE SECURITIES: Moody's Junks Four 2005-SL1 Certificate Classes
ACTIVISION INC: Earns $698,000 in Second Quarter Ended Sept. 30
ACXIOM CORP: Elects Three Board Members at 2007 Annual Meeting
ACXIOM CORP: Buyout Termination Prompts S&P to Affirm BB Rating

AEGIS MORTGAGE: Wants Liens Released on Unfunded Loans
AFFINITY GROUP: Sale Delay Prompts S&P's Stable Outlook
ARKANSAS CATFISH: Auction for Assets Scheduled Tomorrow
AMERICAN HOME: Wants Limited Recourse Funds Increased by $50 Mil.
AMERICAN HOME: Wants Agreement with Texas Comptroller Approved

AMERICAN HOME: 2nd ABN Construction Loans Sale Pact Approved
AMP'D MOBILE: Pinnacle Wants Collection Contract Reviewed
AMP'D MOBILE: Court Approves Deal with Valutech and Brightpoint
ASSET BACKED: Fitch Junks Ratings on $7.2 Million Certificates
ASSOCIATED MATERIALS: Earns $17.4 Million in Third Quarter

ATSI COMM: Posts $293,000 Net Loss in Quarter Ended October 31
ATRIUM CORP: Operating Pressure Cues Moody's to Review Ratings
AVADO BRANDS: Wants February 8 Set as Claims Bar Date
AVISTA CORP: Debt Reduction Cue Moody's to Lift All Ratings
AVNET INC: Completes Purchase of Acal IT Solution for $200 Mil.

BAY COVE: Moody's Holds Ba2 Rating on $5 Mil. Outstanding Bonds
BEAR STEARNS: Moody's Holds Low-B Ratings on Six Certificates
BEAR STEARNS: Moody's Junks Four Certificates' Ratings
BOMBAY CO: Selling Intellectual Property to Bombay Brands
BOYD GAMING: Moody's Holds Ratings and Revises Outlook to Stable

BRANDYWINE REALTY: Closes $245.4 Mil. Sale of 29 Properties to DRA
BROWN & COLE: Judge Steiner Approves Plan of Reorganization
BURLINGTON COAT: Weak Revenue Cues Moody's to Revise Outlook
CAVTEL HOLDINGS: Moody's Cuts Corporate Family Rating to B3
CENTRO NP: Financial Difficulties Cue Fitch to Junk Ratings

CHARLES SCHWAB: Good Performance Prompts Fitch to Lift Rating
CHEVY CHASE: High Delinquency Cues Moody's to Review Ratings
CHRYSLER LLC: "Operationally" Bankrupt, CEO Nardelli Says
COBALT CMBS: Limited Amortization Cues Fitch to Hold Ratings
COINMACH SERVICE: Babcok & Brown Deal Cues S&P to Remove Watch

COMMERCIAL CAPITAL: Fitch Holds 'BB' Rating on $10.8MM Loans
DANA VILLAS: Section 341(a) Meeting Scheduled for January 17
DELTA FINANCIAL: Former Employees Say Debtors Violated WARN Act
DILLON READ: Stable Performance Cues Fitch to Affirm Ratings
DIVERSIFIED REIT: Fitch Affirms 'BB-' Rating on $150.3MM Notes

DIVERSIFIED REIT: Fitch Holds Low-B Ratings on Three Classes
DYNCORP INT'L: Bags Airlift Wing Support Contract for $357.9 Mil.
EL PASO: Moody's Holds Ba3 Rating on $1.425 Mil. Junior Bonds
EL POLLO: S&P Affirms B- Rating and Removes Negative CreditWatch
EUROFRESH INC: Moody's Cuts Corporate Family Rating to Caa3

FGX INTERNATIONAL: Completes Bank Credit Facility Refinancing
FIRST FRANKLIN: Moody's Junks Ratings on Two Loan Classes
FIRST INTERNATIONAL: Fitch Retains Junk Ratings on Seven Classes
FIRST MERCURY: Moody's Puts Ratings Under Review & May Upgrade
FOREST CITY: S&P Affirms Low-B Ratings and Says Outlook is Stable

FOUR STARS: Court Okays Day Brzustowicz as Bankruptcy Counsel
GE BUSINESS: Fitch Holds 'BB' Ratings on Three Loan Classes
GENESIS CLO: Moody's Assigns Low-B Ratings to Two Notes
GIBSON GUITAR: Weak Credit Metrics Cue Moody's to Cut Ratings
GILBERT TUSCANY: Section 341(a) Meeting Scheduled for January 22

GILBERT TUSCANY: Files List of 20 Largest Unsecured Creditors
GINN-LA CS: Moody's Cuts Corporate Rating with Negative Outlook
GLOBAL POWER: To Emerge from Chapter 11 by End of January 2008
GREAT ATLANTIC: Consummates Public Offering of Senior Notes
GREENMAN TECH: Sept. 30 Balance Sheet upside-Down by $10.9 Mil.

GREENPOINT MORTGAGE: Moody's Junks Ratings on Two Certificates
GREENWICH CAPITAL: Fitch Holds Low-B Ratings on Six Cert. Classes
GRUSAF LLC: Case Summary & 20 Largest Unsecured Creditors
GSAMP 2005-HE4: Fitch Chips Rating on $18.3MM Certs. to BB
GSAMP 2007-H1: Fitch Cuts Ratings on $57.6 Million 2007-H1 Certs.

GSAMP TRUST: Moody's Junks Ratings on Three Classes of Certs.
GS MORTGAGE: Fitch Downgrades Rating on Class M-2 Certs. to B-
GSC ABS: Moody's Junks Ratings on Two Classes of Notes
HARRAH'S ENT: Completes Regulatory Approvals on Merger Deal
HARRAH'S ENT: Commences Tender Offers for Conv. Debt Securities

HELLER SBA: Fitch Affirms 'BB' Rating on Class B Certificates
HOUGHTON INT'L: Moody's Withdraws Ratings After Sale
HOVNANIAN ENT: Posts $469 Mil. Net Loss in 4th Qtr. Ended Oct. 31
INERGY LP: Moody's Revises Outlook on Improved Financial Profile
INTERNATIONAL POWER: Fitch Holds 'BB' Issuer Default Rating

INTERTAPE POLYMER: Debt Reduction Prompts S&P to Upgrade Ratings
KINGSWAY LINKED: LROC Preferred Units' Rating Cut by S&P to BB+
L-3 COMMS: Good Performance Cues Moody's to Revise Outlook
LAKE AT LAS VEGAS: Moody's Cuts Corporate Family Rating to Caa3
LANDRY'S RESTAURANTS: Posts $4.3 Mil. Net Loss in 3rd Quarter 2007

LB-UBS: S&P Affirms Ratings on 24 Classes of Certificates
LBREP/L SUNCAL: Moody's Downgrades Corporate Family Rating
LEGENDS GAMING: Moody's Downgrades Corporate Family Rating to B3
LEGENDS GAMING: S&P Places Ratings on CreditWatch Negative
LIN TV: S&P Holds Ratings and Revises Outlook to Stable

LNR CFL: S&P Affirms Low-B Ratings on Four Classes of Certs.
MAJESTIC STAR: Discloses Buffington Harbor Facility Dev't Plans
MANOR CARE: Earns $39.4 Million in Third Quarter Ended Sept. 30
MASONITE INT'L: S&P Lowers Ratings and Says Outlook is Negative
MAXJET AIRWAYS: Files for Bankruptcy Amid High Fuel Prices

MAXJET AIRWAYS: Case Summary & 20 Largest Unsecured Creditors
MAXUM PETROLEUM: S&P Assigns B- Rating to $155 Mil. Senior Loan
MBS COS: Fitch Reviews Ratings on Imminent Default of 56 Loans
MERIDIAN GOLD: Shareholders OKs Plan of Arrangement Completion
MILACRON INC: Weak Credit Metric Cues Moody's to Cut Ratings

MIRANT CORP: Cash Flow Improvement Cues Moody's to Lift Ratings
MORGAN STANLEY: Moody's Downgrades Ratings on Two Certificates
MOUNTAINEER GAS: Fitch Rates $90 Million Notes at BB
MOVIE GALLERY: Files Joint Plan and Disclosure Statement
NORTH AMERICAN: Offering $15.5 Million of Common Stock & Warrants

NORTH CAROLINA MEDICAL: S&P Revises Outlook to Positive from Neg.
NORTH PARK: Files List of 20 Largest Unsecured Creditors
NORTH PARK: Files Schedules of Assets and Liabilities
NORTH PARK: Wants to Hire Hebert Schenk as Bankruptcy Counsel
NOVELL INC: Posts $17.9 Mil. Net Loss in Quarter Ended October 31

OMNICARE INC: Senior Unsecured Ratings Downgraded by S&P to B+
ORLANDO CITYPLACE: Judge Jennemann Consents to Two-Part Asset Sale
PANHANDLE (TX): Moody's Downgrades Revenue Bonds' Ratings
PERFORMANCE TRANS: Creditors Back Tight Budget on Professionals
PERFORMANCE TRANS: Can Hire FTI Consulting as Financial Advisors

PERFORMANCE TRANS: Can Employ Sitrick as Comms. Consultants
PERKINS AND MARIE: Moody's Junks Corporate Family Rating
PIKE NURSERY: Can Hire Scroggins & Williamson as Bankr. Counsel
PIKE NURSERY: Taps BMC Group as Claims and Noticing Agent
PLASTECH ENGINEERED: Moody's Places Ratings Under Review

PUERTO RICO INDUSTRIAL: S&P Affirms BB- Rating with Stable Outlook
PHARMED GROUP: Seeks Court OK on Bidding Procedure Sale of Assets
PORTOLA CLO: Moody's Puts Ba2 Rating to $16.5 Mil. Class E Notes
PREMIER WEALTH: Posts $368,899 Net Loss in Quarter Ended Sept. 30
RADIO ONE: Moody's Cuts Ratings on $800 Mil. Credit Facility

RELIANT PHARMACEUTICALS: All Ratings Withdrawn by S&P
RESOURCE REAL: Fitch Affirms Ratings From All Note Classes
RURAL CELLULAR: Sept. 30 Balance Sheet Upside-Down by $792.1 Mil.
SANMINA SCI: Moody's Downgrades Senior Notes' Ratings to B1
SANMINA-SCI: Calls for Redemption of $120 Million Senior Notes

SENIOR HOUSING: S&P Affirms BB+ Ratings with Stable Outlook
SOFA EXPRESS: Has Until January 17 to File Schedules as Statements
SOUTHERN STAR MORTGAGE: Voluntary Chapter 11 Case Summary
SPEEDWAY MOTORSPORTS: Moody's Lowers Sr. Credit Facility Rating
STANADYNE HOLDINGS: Moody's Lifts Senior Notes Ratings' to B3

STRUCTURED ASSET: Fitch Junks Ratings on Two Cert. Classes
STRUCTURED ASSET: Fitch Lowers Ratings on Three Classes to B-
SUN-TIMES MEDIA: Sept. 30 Balance Sheet Upside-Down by $33.6 Mil.
TAXABLE WORLD: Moody's Upgrades B3 Revenue Bond Rating to Baa3
TEEKAY CORP: Moody's Holds Ratings and Says Outlook is Stable

TEMBEC INC: S&P Downgrades Corporate Credit Rating to CC
TERWIN MORTGAGE: Moody's Junks Ratings on Two Certificates
THORNBURG MORTGAGE: S&P Affirms Low-B Ratings on 6 Class Certs.
TOPPS MEAT: Premio Foods Unit Wants to Buy Beef for $190,000
TRIBUNE CO: Closed Going Private Deal Cues Fitch to Cut Ratings

TRIBUNE CO: S&P Cuts Ratings from B+ to B with Negative Outlook
TRICADIA CDO: Moody's Junks Ratings on Five Classes of Notes
UNITED RENTALS: Ends Merger Dispute With Cerberus
WACHOVIA CRE: Fitch Affirms 'B-' Rating on $6.5MM Class O Notes
WELLMAN INC: Posts $18 Million Net Loss in 3rd Qtr. Ended Sept. 30

WELLS FARGO: Fitch Rates $722,000 Class B-5 Certificates at B
WESTWAYS FUNDING: Moody's Junks Ratings on Four Note Classes
WILSON JONES MEDICAL: Moody's Lifts $80 Mil. Debt's Rating to Ba3

* 793 US Securities' Ratings Amounting to $22.92 Bil. Lowered

* Upcoming Meetings, Conferences and Seminar


                             *********

ACE SECURITIES: Moody's Puts Ratings on Two Certs. Under Review
---------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
five certificates from two deals issued by ACE Securities Corp. in
2003.  The actions are based on the analysis of the credit
enhancement provided by subordination, overcollateralization,
excess spread and mortgage insurance relative to the expected
loss.  The deals are backed by subprime, fixed and adjustable-rate
mortgage loans.

Complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2003-HS1

  -- Class M-6, current rating Baa3, under review for possible
     downgrade;

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2003-NC1

  -- Class M-3, current rating A3, under review for possible
     downgrade;

  -- Class M-4, current rating Baa1, under review for possible
     downgrade;

  -- Class M-5, current rating Ba3, under review for possible
     downgrade;

  -- Class M-6, current rating B2, under review for possible
     downgrade.


ACE SECURITIES: Moody's Junks Four 2005-SL1 Certificate Classes
---------------------------------------------------------------
Moody's Investors Service downgraded seven classes of certificates
from a deal issued by Ace Securities Corp. Home Equity Loan Trust
in 2005.  The transaction is backed by closed-end second lien
loans.

The projected pipeline loss has been continuously increasing over
the past few months and is likely to affect the credit support for
these certificates.  Furthermore, many underlying first lien loans
are likely to have pending interest rate resets, which may cause
an increase in delinquencies and defaults on the second lien loans
in the pool.  The certificates were downgraded as the bonds'
current credit enhancement levels, including excess spread,
compared to the current projected losses may not be consistent
with the existing ratings on the bonds.

Complete rating actions are:

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2005-SL1

  -- Cl. M-2, Downgraded to Baa1 from A1
  -- Cl. M-3, Downgraded to Ba1 from A2
  -- Cl. M-4, Downgraded to B1 from A3
  -- Cl. M-5, Downgraded to Caa2 from Baa1
  -- Cl. M-6, Downgraded to C from Ba2
  -- Cl. M-7, Downgraded to C from B3
  -- Cl. B-1, Downgraded to C from Ca


ACTIVISION INC: Earns $698,000 in Second Quarter Ended Sept. 30
---------------------------------------------------------------
Activision Inc. reported net income of $698,000 for the second
fiscal quarter ended Sept. 30, 2007, as compared to a net loss of
$24.3 million for the second quarter ended Sept. 30, 2006.
Excluding the impact of expenses related to equity-based
compensation, the company had net income of $4.9 million for the
second quarter.  This compares to a net loss of $21.3 million,
excluding the impact of expenses related to equity-based
compensation for the second quarter of last fiscal year.

Net revenues for the second quarter were $317.7 million, a 69%
increase, as compared to net revenues of $188.2 million reported
for the same quarter last fiscal year.

Robert Kotick, chairman and chief executive officer of Activision,
stated, "Our second quarter net revenues were the highest in our
company's history and we ended the quarter with $962 million in
cash and short-term investments.  We significantly strengthened
our development capabilities through our acquisition of Bizarre
Creations, a proven top-tier developer of racing games which will
facilitate our entry into this important segment."

                        Six-Month Results

Net revenues for the six-month period ended Sept. 30, 2007, were
$813.2 million, as compared to net revenues of $376.2 million
reported for the six-month period of last fiscal year.  Net income
for the first six months was $28.5 million, as compared with a net
loss of $42.6 million reported for the same period last fiscal
year.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.96 billion in total assets, $431.6 million in total
liabilities, and $1.53 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?268c

                       About Activision Inc.

Headquartered in Santa Monica, California, Activision Inc.
(Nasdaq: ATVI) -- http://www.activision.com/ -- is a worldwide
developer, publisher and distributor of interactive entertainment
and leisure products.  Founded in 1979, Activision has more than
2,000 employees worldwide.

Activision maintains operations in the United States, Canada, the
United Kingdom, France, Germany, Ireland, Italy, Scandinavia,
Spain, the Netherlands, Australia, Japan and South Korea.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on Activision Inc. on CreditWatch with positive
implications, indicating the potential for an upward rating
action, based on Activision's definitive agreement to combine with
Vivendi Games, a unit of Vivendi S.A. (BBB/Stable/A-2).


ACXIOM CORP: Elects Three Board Members at 2007 Annual Meeting
--------------------------------------------------------------
Acxiom Corporation re-elected Dr. Mary L. Good and Stephen M.
Patterson to its board of directors at its 2007 annual
shareholders meeting held on December 21.

In addition, Kevin M. Twomey was elected to his first term as a
director, filling the board seat previously occupied by Rodger S.
Kline.

Additionally, shareholders approved a change to the company's 2005
Equity Compensation Plan to increase the pool of shares available
for grant from 13.3 million to 20.3 million shares.

The company also said it has purchased about 3.6 million shares of
its stock pursuant to the repurchase program announced on Oct. 29,
2007.

Headquartered in Little Rock, Arkansas, Acxiom Corporation,
(Nasdaq: ACXM) -- http://www.acxiom.com/-- integrates data,
services and technology to create and deliver customer and
information management solutions for many of the largest, most
respected companies in the world.  The core components of Acxiom's
innovative solutions are Customer Data Integration technology,
data, database services, IT outsourcing, risk mitigation,
consulting and analytics, and privacy leadership.  Founded in
1969, Acxiom has locations throughout the United States and
Europe, and in Australia, China and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Moody's Investors Service has confirmed Acxiom's Ba2 corporate
family rating and assigned a negative rating outlook, concluding a
review for possible downgrade initiated on May 17, 2007, following
the company's announcement that it had entered into a definitive
agreement to be acquired by Silver Lake and ValueAct Capital for
$3 billion.  On Oct. 1, 2007, Acxiom reached a settlement
agreement with Silver Lake and ValueAct Capital to terminate the
previously announced acquisition pursuant to which Acxiom received
$65 million in cash.


ACXIOM CORP: Buyout Termination Prompts S&P to Affirm BB Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirms its 'BB' corporate
credit rating on Little Rock, Arkansas-based Acxiom Corp. and
removes it from CreditWatch where it was placed with negative
implications on May 17, 2007.  The outlook is negative.  At the
same time, S&P raised its senior secured debt ratings to 'BB+'
from 'BB', with a recovery rating of '2', indicating a substantial
(70%-90%) expectation of recovery, and also removed it from
CreditWatch.

"The affirmation follows the termination of the $3 billion buyout
by private-equity firm Silver Lake and hedge fund ValueAct Capital
Partners L.P.," said Standard & Poor's credit analyst Philip
Schrank.  The company received $65 million related to the
termination of the merger agreement, which is expected to be
substantially more than one-time expenses related to the merger
agreement.

Acxiom's rating reflects the company's good niche market position
and adequate cash flow generation.  Business risk is tempered by
Acxiom's expertise in managing its comprehensive consumer
databases.  More than half of its direct-marketing assignments are
performed for long-term clients, and outsourcing contracts
generally cover multiple years, offsetting a concentrated customer
base and providing some revenue predictability.  However, the
company is still a relatively small participant in a growing and
fragmented industry that may see the entrance of several much
larger competitors.  S&P believes channel partnerships and
moderate acquisitions could continue, primarily to expand the
company's participation in selected vertical markets, enhance its
distribution capability, and provide additional operational
diversity.  Acxiom has implemented cost reduction actions to
bolster profitability and to help offset sluggish revenue growth,
primarily driven by the downturn in the financial services
segment, which represents about one-fourth of its total business.

Although Acxiom's current debt levels are moderate for the rating,
in the 2x area, the company has exhibited a much more aggressive
financial policy by its willingness to pursue an LBO, and could
continue to pursue ongoing acquisitions and share repurchases.
While S&P expects a near-term focus on improving operations,
Acxiom's dissident shareholder, ValueAct Capital Partners L.P.,
retains its seat on Acxiom's board, and could continue to pursue a
more aggressive shareholder oriented agenda.  At the 'BB' rating
level, S&P expects Acxiom to continue generating good free cash
flow and manage its debt under 4x over the intermediate term.  S&P
will continue to monitor management's succession plans following
the retirement of its CEO, and how it might affect the company's
business strategy and financial policy.


AEGIS MORTGAGE: Wants Liens Released on Unfunded Loans
------------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to release
liens and interests on loans, which they have never funded.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates that although the Debtors already
terminated their loan origination business, they may still have
recorded liens on certain properties for loans that were never
funded as a result of the termination, or loans purportedly
assigned to them, but which the Debtors could not identify as a
loan they formerly owned or serviced.

"In some cases, the Debtors recorded liens on some properties
that were the subject of the unfunded loans in preparation for
the disbursement and funding of loans that were never made
because of the termination of their loan origination business,"
Mr. O'Neill states.  "In other cases, the Debtors' records do not
show any ownership interest in certain unfunded loans that were
allegedly assigned or transferred to the Debtors at one point in
time, but which the Debtors believe do not constitute property of
their estates."

Mr. O'Neill says that certain borrowers may file lawsuits to
compel the release of the Debtors' liens on the properties
subject of the unfunded loans.  He adds that if the Court
approves the request, the Debtors will avoid spending unnecessary
legal fees for responding to lawsuits.

Mr. O'Neill contends that there is sufficient cause to grant the
request.

"If no funds were ever disbursed either by the Debtors or
any other third party with respect to the unfunded loans, there
is no loan amount for which the borrower is obligated to repay
the Debtors," Mr. O'Neill points out.  He adds that even if the
Debtors at one time had an interest in unfunded loans, the
Debtors' records indicate that the loans no longer belong to the
Debtors and are not property of the estates.

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

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

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


AFFINITY GROUP: Sale Delay Prompts S&P's Stable Outlook
-------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Affinity
Group Holding Inc. and its operating subsidiary, Affinity Group
Inc., to stable from positive.  At the same time, S&P affirmed the
ratings, including the 'B' corporate credit rating, on the
company.  Total debt outstanding was $395 million as of Sept. 30,
2007.

"The outlook revision reflects the delay in the sale of the
company's retail segment to FreedomRoads Holding Co. LLC and the
related repayment of Affinity's term loan because of tight credit
market conditions," explained Standard & Poor's credit analyst
Tulip Lim.

On April 16, 2007, Affinity Group announced that it had entered
into a stock purchase agreement with FreedomRoads Holding Co.
LLC, under which FreedomRoads would have acquired Affinity Group's
retail segment, Camping World Inc., for $175 million.  Affinity
had planned to use the estimated net proceeds of $132 million from
the sale to pay down its term loan.  The proposed transaction
would have improved Affinity's financial metrics.  Although the
retail segment contributes more than 50% of Affinity's total
revenue, the segment has EBITDA margins lower than those of the
company's membership and publishing segments and higher required
capital expenditures, working capital usage, and operating lease
expenses.

The company announced in its third-quarter earnings call that the
sale of the retail segment has been postponed because uncertainty
in the capital markets has prevented FreedomRoads from achieving
its optimal funding.  S&P is concerned that these conditions will
persist, hindering the prospects of completion for this
transaction.  Meanwhile, Affinity's term loan, of which
$129 million was outstanding at Sept. 30, 2007, will mature on
June 24, 2009.

Affinity Group is a direct marketing firm targeting North American
recreational vehicle owners and outdoor enthusiasts.  Through its
membership operations, books, and magazines, Affinity Group
markets products and services targeting RV owners.  The company's
retail business consists of a chain of Camping World stores, mail-
order catalogs, and Web sites.

The ratings reflect weak operating performance at the company's
Camping World stores, soft membership trends at Affinity Group's
RV resort network and golf discount clubs, reduced liquidity, and
high debt leverage.  The company's good competitive position and
the relatively stable earnings of its core RV clubs and publishing
niches only modestly offset these factors.


ARKANSAS CATFISH: Auction for Assets Scheduled Tomorrow
-------------------------------------------------------
Special Commissioner Frank G. Power is selling, pursuant to an
order of the Chancery Court of Washington County in Mississippi,
Arkansas Catfish Growers, LLC,'s (dba SeaCat):

   a) accounts, accounts receivable, inventory, and deposit
      accounts, and furniture, fixtures, and equipment located
      at the facility in 1616 Rice Mill Road in Hollandale,
      Mississippi; and

   b) real property in Washington County, Mississippi,

on Dec. 27, 2007, between 11:00 a.m. and 4:00 p.m. Central
Standard Time at the Washington County Courthouse in Greenville,
Mississippi.

Arkansas Catfish Growers LLC dba SeaCat is a limited liability
Corporation created and existing under the laws of the State of
Arkansas.


AMERICAN HOME: Wants Limited Recourse Funds Increased by $50 Mil.
-----------------------------------------------------------------
American Home Mortgage Investment Corp., American Home Mortgage
Corp., and American Home Mortgage Servicing Inc., previously
obtained approval from the U.S. Bankruptcy Court for the District
of Delaware to enter into a $50,000,000 debtor-in-possession loan
and security agreement dated Nov. 16, 2007, among the Debtors-
Borrowers, several lenders, and AH Mortgage Acquisition Co. Inc.,
in its capacity as lender and administrative agent.

Accordingly, the Debtors-Borrowers seek the Court's authority
to amend the limited recourse facility, so as to increase the
financing commitment from $50,000,000 to $100,000,000, pursuant
to and on the terms and conditions of an amended agreement among
them and the lenders.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, tells the Court that since
operating the Debtors' mortgage loan servicing business from its
initial closing without the use of the cash collateral, the
Debtors determined that additional availability is necessary to
satisfy the obligations associated with the Servicing Business.
He contends that the necessity for additional funding is due to,
among other reasons, the increased amount of servicing advances
and other costs.

The Debtors-Borrowers believe that by increasing the financing
commitment, they will be able to meet the borrowing needs
necessary to operate the Servicing Business to the final closing
of its sale, and thus, enable them to operate the business as
required under the Asset Purchase Agreement.

                       About American Home

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

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


AMERICAN HOME: Wants Agreement with Texas Comptroller Approved
--------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware to
approve their settlement agreement with Texas Comptroller of
Public Accounts, pursuant to Sections 105, 362 and 553 of the
Bankruptcy Code and Rules 4001(d) and 9019 of the Federal Rules
of Bankruptcy Procedure.

Prior to bankruptcy filing, the Debtors conducted operations in
many states, including Texas.  As part of the taxing obligations
to Texas, the Debtors were required to pay certain franchise
taxes.

The Debtors and the Texas Comptroller determined that a franchise
tax credit of $1,919,729, plus additional interest exists for the
2006 tax year.  The interest is accruing at a rate of 5.066% from
December 14 to 31, 2007, and at a certain rate set by Texas' Tax
Code from January 1, 2008, through date of payment.  The Parties
also determined that a franchise tax liability of $134,939, plus
additional interest accruing at 9.25%, exists for 2007 tax year.

Pursuant to their agreement, the Parties agree that the automatic
stay imposed by Section 362 of the Bankruptcy Code will be lifted
for the sole and express purpose of permitting the set-off of the
Tax Credit and the Tax Liability.  As a result of the set-off,
the Parties agree that the Debtors are owed $1,780,937, which
amount is subject to slight variation because of the accruing
interests.  The Texas Comptroller has agreed to pay the Debtors
in full and in cash within 10 business days upon the approval of
the request.

The Debtors believe that the Settlement Agreement avoids the
administrative burden associated with requiring the Texas
Comptroller to draft and file a request to exercise its set-off.
Hence, they ask the Court to approve the Settlement Agreement.

                       About American Home

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

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


AMERICAN HOME: 2nd ABN Construction Loans Sale Pact Approved
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the second stipulation among American Home Mortgage Acceptance
Inc., American Home Mortgage Corp., American Home Mortgage
Investment Corp., American Home Mortgage Servicing Inc., and
ABN AMRO Bank N.V. regarding postpetition advances and sale
of construction loan portfolio.

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

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

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

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

Among the salient terms of the Second Stipulation are:

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

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

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

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

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

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

         Budget for Construction and Renovation Lending

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

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

      Actual Expenses        $128,822    $122,970

                       About American Home

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

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


AMP'D MOBILE: Pinnacle Wants Collection Contract Reviewed
---------------------------------------------------------
Pinnacle Financial Group asks the U.S. Bankruptcy Court for the
District of Delaware to review the contingency collection
agreement entered with Amp'd Mobile Inc., and grant it a
contingency fee that is reasonable based on the nature of
collection work it provided to the Debtor.

Pinnacle is a licensed inbound and outbound call center and
collection agency that provides recovery and customer support.
It serves as a collection agency for the Debtor.

Pinnacle, complained that the information the Debtor provided
during the parties' negotiations was inaccurate and misleading.

Based on the misinformation the Debtor provided and due to their
extremely poor forecasting, Pinnacle has incurred
significant losses while servicing the Debtor's account, Mr.
Michel tells the Court.

To offset the deficit it incurred in servicing the Debtor,
Pinnacle proposes two options:

   (a) Pinnacle should receive 21% on all payments made after
       July 31 on all of the Debtor's accounts; or

   (b) The contingency fee should be changed to 50% on all
       payments on the accounts placed after July 31.  The fee
       should be retroactive to all payments made since the
       accounts were placed with Pinnacle.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  Attorneys
at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor listed total assets of $47,603,629 and total
debts of $164, 569,842. The Debtor's exclusive period to file a
plan expired on Sept. 29, 2007. (Amp'd Mobile Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


AMP'D MOBILE: Court Approves Deal with Valutech and Brightpoint
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the supplemental agreement, Amp'd Mobile Inc. has
entered with Valutech Outsourcing LLC, and Brightpoint North
America LP, to settle disputes on the asserted liens on the
Debtor's assets to be sold to Cellupage.

The Court ruled that the purchase price for the Valutech
Inventory, amounting to $195,030, that is currently held in escrow
be immediately transferred to Kings Road Investment Ltd., the
Debtor's secured lender.

Under the terms of the agreement:

   (a) The Tucson Payment amounting to $100,000 be released
       from escrow to the Debtor.

   (b) Valutech will complete the repairs to the Mexico Work In
       Progress Inventory and deliver those units to Cellupage.

       Payment for the Mexico Inventory will be conducted in
       this manner:

       * Cellupage will pay $95,030 via wire transfer to the
         Debtor; and

       * Cellupage will pay $362,192 via wire transfer to
         Valutech.  The Valutech Payment will serve as full and
         final payment for the Refurbishing Services.

   (c) The $100,000 Tucson Payment, the $95,030 Amp'd Payment,
       and the $362,192 Valutech Payment will constitute full
       and final payment for the Tucson and Mexico Inventories.

   (d) Upon receipt of payment, Valutech will remanufacture and
       refurbish the handsets to a state of working condition
       while the Debtor will supply the software that Valutech
       will install into the handsets.

   (e) Within 30 days upon receipt of the $362,192 payment,
       Valutech must deliver the remaining Work In Progress
       Inventory to the Calexico Warehouse, the warehouse
       designated by the parties as the pick up point for
       Cellupage.  Valutech will shoulder shipment costs of the
       handsets.

   (f) Upon the delivery of the completed Mexico Inventory to
       the Calexico Warehouse, Amp'd or Cellupage will have 30
       days to inspect and test the refurbished units.  Any
       units found defective will be returned by Cellupage to
       Valutech, at Cellupage's cost, and will be repaired by
       Valutech, at Valutech's cost, within 10 days.

   (g) Upon the entry of a final Court order approving the
       Agreement and the receipt of all payments, the Debtor
       will cause the Adversary Proceeding to be dismissed, in
       its entirety, with prejudice.

   (h) Upon dismissal of the Adversary Proceeding, Valutech
       will immediately ship the remaining 7,000 completed
       phones to the Calexico Warehouse for Cellupage to pick
       up.  Cellupage will shoulder shipment costs from the
       Calexico Warehouse to their location in Los Angeles.

   (i) The parties will exchange mutual releases.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  Attorneys
at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor listed total assets of $47,603,629 and total
debts of $164, 569,842. The Debtor's exclusive period to file a
plan expired on Sept. 29, 2007. (Amp'd Mobile Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


ASSET BACKED: Fitch Junks Ratings on $7.2 Million Certificates
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on Asset Backed
Funding Corp. mortgage pass-through certificates.  Affirmations
total $160.1 million and downgrades total $33.5 million.  In
addition, $11.6 million is placed on Rating Watch Negative.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

ABFC, Series 2005-OPT1

  -- $105.5 million class A affirmed at 'AAA'
     (BL: 55.12, LCR: 4.01);

  -- $22.1 million class M-1 affirmed at 'AA+'
     (BL: 43.52, LCR: 3.17);

  -- $19.9 million class M-2 affirmed at 'AA'
     (BL: 33.37, LCR: 2.43);

  -- $6.2 million class M-3 affirmed at 'AA-'
     (BL: 30.15, LCR: 2.19);

  -- $6.4 million class M-4 affirmed at 'A+'
     (BL: 26.72, LCR: 1.94);

  -- $6 million class M-5 downgraded to 'BBB+' from 'A'
     (BL: 18.41, LCR: 1.34);

  -- $6.2 million class M-6 downgraded to 'BBB-' from 'A-';
     placed on Rating Watch Negative (BL: 16.01, LCR: 1.16);

  -- $5.4 million class M-7 downgraded to 'BBB-' from 'BBB+';
     placed on Rating Watch Negative (BL: 15.87, LCR: 1.15);

  -- $3.5 million class M-8 downgraded to 'B' from 'BBB'
     (BL: 12.44, LCR: 0.90);

  -- $5.2 million class M-9 downgraded to 'B' from 'BBB-'
     (BL:10.55, LCR: 0.77);

  -- $4.2 million class B-1 downgraded to 'CC/DR2' from 'BB+';
  -- $3 million class B-2 downgraded to 'C/DR4' from 'BB'.

Deal Summary
  -- Originators: Option One Mortgage Corp. (100%);
  -- 60+ day Delinquency: 26.78%;
  -- Realized Losses to date (% of Original Balance): 0.82%;
  -- Expected Remaining Losses (% of Current Balance): 13.75%;
  -- Cumulative Expected Losses (% of Original Balance): 6.30%.

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.


ASSOCIATED MATERIALS: Earns $17.4 Million in Third Quarter
----------------------------------------------------------
Associated Materials Incorporated reported net income of
$17.4 million for the third quarter of 2007 ended Sept. 29, 2007,
compared to net income of $14.6 million for the same period in
2006.  For the nine months ended Sept. 29, 2007, net income was
$29.8 million compared to net income of $31.0 million for the same
period in 2006.

Net sales for the quarter ended Sept. 29, 2007, were
$349.6 million, a 1.8% increase from net sales of $343.4 million
for the same period in 2006.  For the nine months ended Sept. 29,
2007, net sales were $905.7 million, or 4.8% lower than net sales
of $951.0 million for the same period in 2006.

Adjusted EBITDA was $44.0 million for the third quarter of 2007
compared to adjusted EBITDA of $40.0 million for the same period
in 2006.  For the nine months ended Sept. 29, 2007, adjusted
EBITDA was $93.5 million compared to adjusted EBITDA of
$95.9 million for the same period in 2006.

Tom Chieffe, president and chief executive officer, commented, "I
am pleased with our performance given the current state of the
housing market and building products industry.  Our third quarter
of 2007 marked the highest third quarter adjusted EBITDA in
company history.  The various cost reduction initiatives we have
implemented across the entire business have allowed us to sustain
our EBITDA performance and should position us for improved
profitability when macroeconomic conditions improve."

Net sales increased 1.8%, or $6.2 million, during the third
quarter of 2007 compared to the same period in 2006 primarily due
to growth in third party manufactured product sales, improved unit
volumes in the company's vinyl window operations, and the benefit
from the stronger Canadian dollar, partially offset by decreased
unit volumes in the company's vinyl siding operations.

Gross profit in the third quarter of 2007 was $91.6 million, or
26.2% of net sales, compared to gross profit of $85.1 million, or
24.8% of net sales, for the same period in 2006.

Selling, general and administrative expense increased to
$53.1 million, or 15.2% of net sales, for the third quarter of
2007 versus $50.7 million, or 14.8% of net sales, for the same
period in 2006.

Income from operations was $38.4 million for the third quarter of
2007 compared to $34.4 million for the same period in 2006.

At Sept. 29, 2007, the company's consolidated balance sheet showed
$842.8 million in total assets, $544.1 million in total
liabilities, and $298.7 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 29, 2007, are available for
free at http://researcharchives.com/t/s?2692

                    About Associated Materials

Headquartered in Cuyahoga Falls, Ohio, Associated Materials
Incorporated -- http://www.associatedmaterials.com/-- is a
manufacturer of exterior residential building products, which are
distributed through company-owned distribution centers and
independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly-owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly-owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

                          *     *     *

Associated Materials still carries Moody's Investors Service 'Ba3'
Bank Loan Debt and 'B3' Subordinated Debt ratings which were
placed on Sept. 22, 2006.  Outlook is stable.


ATSI COMM: Posts $293,000 Net Loss in Quarter Ended October 31
--------------------------------------------------------------
ATSI Communications Inc. reported net loss of $293,000 for quarter
ended Oct. 31, 2007, compared to a net loss of $184,000 for the
same period in the previous year.

The first quarter operating highlights include:

   -- $3 million accounts receivable financing package entered
      with Wells Fargo;

   -- Joseph M. Troche appointed as sr. vice president of
      global sales; and

   -- becoming a member of Arbinet-thexchange Inc., a NASDAQ
      company, to buy, sell, deliver and settle VoIP
      transactions using Arbinet's Internet-based electronic
      platform.

The company incurred $519,000 in non-cash expense during the
quarter ended Oct. 31, 2007 vs. $429,000 during the quarter ended
Oct. 31, 2006.  Non-cash expenses incurred during the period
include depreciation, amortization, interest, and stock
compensation.

"We are extremely pleased with our quarterly results," Arthur L.
Smith, CEO of ATSI stated.  "Our global VoIP strategy continues to
pay-off as evidenced by increased voice communications traffic on
our network and continued revenue growth.  Against this backdrop,
our trend for improvement in gross profit has continued and we are
optimistic that our commitment to control expenses will contribute
to stronger bottom-line results going forward."

At Oct.31, 2007, the company's balance sheet showed total assets
of $2.24 million and total liabilities of $2.66 million resulting
to a total shareholders' deficit of $0.42 million.

                 About ATSI Communications

ATSI Communications Inc. -- http://www.atsi.net/-- (OTCBB:
ATSX) operates through its two wholly owned subsidiaries,
Digerati Networks, Inc., and Telefamilia Communications, Inc.
Digerati Networks, Inc., is a premier global VoIP carrier serving
rapidly expanding markets in Asia, Europe, the Middle East, and
Latin America, with an emphasis on Mexico.  Through Digerati's
partnerships with established foreign carriers and network
operators, interconnection and service agreements, and a NexTone
powered VoIP network, ATSI believes it has clear advantages over
its competition.  Telefamilia Communications provides specialized
retail communication services that include VoIP services to the
high-growth Hispanic market in the United States.  ATSI also owns
a minority interest of a subsidiary in Mexico, ATSI
Comunicaciones, S.A. de C.V., which operates under a 30-year
government issued telecommunications license.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Malone & Bailey PC in Houston, Tex., raised substantial doubt
about ATSI Communications Inc.'s ability to continue as a going
concern after it audited the company's financial statements for
the year ended July 31, 2007.  The auditing firm stated that ATSI
has a working capital deficit, has suffered recurring losses from
operations and has a stockholders' deficit.


ATRIUM CORP: Operating Pressure Cues Moody's to Review Ratings
--------------------------------------------------------------
Moody's Investors service has placed Atrium Corp. and its holco on
review for possible downgrade.  The ratings action reflects the
operating pressure from the homebuilding and remodeling market
slowdown on Atrium's sales and cash flow generation, high
leverage, and concerns that the company's cost cutting initiatives
will not be sufficient to maintain positive free cash flow
generation in 2008.

These ratings for ACIH have been placed on review for possible
downgrade:

  -- Corporate Family Rating, previously at B2;

  -- Probability of Default Rating, previously at B2;

  -- $174 million senior discount notes due 2012, previously at
     Caa1 (LGD6, 90%);

  -- Speculative Grade Liquidity Rating, downgraded to SGL-4
     from SGL-3.

These ratings/assessments for Atrium Companies, Inc. have been
placed under review for possible downgrade:

  -- $378.5 million senior secured term loan B, due 2012,
     previously B1, at (LGD3, 35%);

  -- $50 million senior secured revolving credit facility, due
     2011, previously B1, at (LGD3, 35%).

The review will focus on the company's strategy to address weak
demand including initiatives to sell more into the remodeling
market, its cost cutting initiatives, and new product offerings.
The review will also focus on the company's liquidity because the
company's accounts securitization currently has a rating trigger.
Atrium has access to a $50 million revolving credit facility that
is used intermittently for working capital purposes.  Were the
account securitization facility to be called, the company would
likely need to tap cash and draw from the revolver.  The
revolver's availability is affected by the company's covenants.
As a result, the review will consider the level of room under the
covenants and the likelihood that the company may trip its
covenants.  A renegotiation of the company's rating trigger or
covenants would be considered a positive credit event.

The downgrade in the speculative grade liquidity rating to SGL-4
reflects the expectation that the company's free cash flow
generation will likely be weak over the next four quarters.  The
SGL rating also reflects reduced headroom under the company's
covenants governing the senior secured credit facilities.  Moody's
notes that the company's fixed charge and debt leverage coverage
covenants remain relatively tight particularly when one considers
current market conditions.

Headquartered in Dallas, Texas, Atrium Companies, Inc. is one of
the largest window manufacturers in North America.  Revenues for
the LTM period ended 9/30/07 were $791 million.


AVADO BRANDS: Wants February 8 Set as Claims Bar Date
-----------------------------------------------------
Avado Brands Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware to establish Feb. 8,
2008, at 4:00 p.m., prevailing Eastern Time, as the deadline for
creditors to file proofs of claim arising before Sept. 5, 2007.

The Debtor also ask the Court to set March, 3, 2008, at 4:00 p.m.,
prevailing eastern time, as the last day for all governmental
units to file proofs of claim.

All proofs of claim must be filed with:

   Avado Brands Inc.
   c/o Kurtzman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, California 90245

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery.  The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors
claims and noticing agent.  In their second filing, the Debtors
disclosed estimated assets and debts between $1 million to
$100 million.

Scott L Hazan, Esq., at Otterbourg, Steindler, Houston & Rosen,
P.C.; and David B. Stratton, Esq., at Pepper Hamilton LLP,
represent the Official Committee of Unsecured Creditors.


AVISTA CORP: Debt Reduction Cue Moody's to Lift All Ratings
-----------------------------------------------------------
Moody's Investors Service upgraded all of the debt ratings of
Avista Corp. (Avista; senior unsecured to Baa3 from Ba1).  The
rating actions conclude a review for possible upgrade of Avista's
debt ratings, which was initiated on June 22, 2007.  The rating
outlook for Avista is stable.

The upgrades of Avista's ratings primarily reflect the sale of its
unregulated subsidiary, Avista Energy, Inc., and the use of sale
proceeds initially to reduce debt, in line with Moody's
expectations.

"Historically, it has been Moody's opinion that Avista needed to
maintain stronger credit metrics than might otherwise be necessary
for its former ratings in light of its higher degree of business
risk; however, without Avista Energy, the company's current and
expected key credit metrics should be adequate to support a Baa3
senior unsecured rating, according to Moody's Global Rating
Methodology for Regulated Electric Utilities," said Mr. Kevin
Rose, Vice President and Senior Analyst.

"The rating actions also take into account the recent approval by
the Washington Utilities and Transportation Commission of a
settlement agreement to resolve Avista's latest general rate case,
which we believe provides Avista with reasonable rate relief and
an improved opportunity to bolster the utility division's earned
returns on its investments in the Washington jurisdiction," said
Mr. Rose.

The sale of Avista Energy was completed on June 30, 2007, when
Avista Energy sold substantially all of its contracts and ongoing
operations to Coral Energy Holding, L.P. and certain of its
subsidiaries, a subsidiary of Shell.

The transaction involved the sale of Avista Energy's trading
portfolio at net book value.  The net assets, which were largely
comprised of receivables and restricted cash and deposits with
counterparties, generated proceeds that allowed Avista Energy to
pay a cash dividend of $169 million to Avista Capital; Avista
Capital then paid a cash dividend of
$155 million to Avista Corp.  At the same time, Avista Corp.
liquidated assets not subject to the sale or transfer to Coral
Energy.

The completion of this transaction ends substantially all of
Avista's operations in the energy trading and marketing business,
which markedly reduces the volatility of Avista's overall earnings
and cash flows and lowers Avista Corp.'s overall business risk
profile which leaves it largely focused on the regulated electric
and natural gas utility businesses operated through the Avista
Utilities division.  The lone remaining non-regulated business
activity of any significance is now the facility and information
and cost management services business conducted by Advantage IQ.

The recent rate increases approved by the WUTC should enable
Avista to improve its key credit metrics, especially as the
company addresses the near term refinancing of a high cost debt
issue (i.e., approximately $273 million of 9.75% senior unsecured
notes due June 2008).  In particular, Moody's expects Avista's
cash flow from operations (before changes in working capital) to
interest and debt to approach 3.0x or better and be maintained in
the low- to mid-teens, respectively, over the next couple of
years.

At the same time, Moody's rating actions also incorporate the
ongoing challenges that Moody's believes Avista still faces given
its expected higher capital spending program over the next couple
of years.  Against this backdrop, Moody's is assuming that the
company's regulators in its Washington, Idaho, and Oregon
jurisdictions will continue to support timely and adequate
recovery of, and return on, the capital investments through
decisions in future general rate cases that Moody's expect will be
filed on a regular basis.

In Moody's overall assessment of regulatory risk, the degree of
support from the WUTC is more heavily weighted than the degree of
support from the other jurisdictions since Washington is the
company's largest jurisdiction, by far.

Avista's stable rating outlook reflects its favorable business
risk profile centered on a back-to-basics strategy that focuses on
less risky regulated utility operations, as well as expected
progress in improving its earned returns from utility operations
and shoring up its balance sheet, while maintaining sufficient
liquidity.

Avista's ratings upgraded include:

  -- senior secured debt to Baa2 from Baa3

  -- senior unsecured debt and Issuer Rating to Baa3 from Ba1

  -- senior secured shelf to (P)Baa2 from (P)Baa3

  -- senior unsecured shelf to (P)Baa3 from (P)Ba1

  -- preferred stock shelf to (P)Ba2 from (P)Ba3

  -- AVA Trust III, trust preferred securities to Ba1 from Ba2

  -- Avista Corp Capital II, trust preferred securities to Ba1
     from Ba2

Avista Corp. is an energy company, primarily involved in the
production, transmission and distribution of energy through its
Avista Utilities division, as well as other modest-sized energy-
related businesses.  Avista's headquarters are in Spokane,
Washington.


AVNET INC: Completes Purchase of Acal IT Solution for $200 Mil.
---------------------------------------------------------------
Avnet Inc. has completed its acquisition of the IT Solutions
Division of Acal plc.  The acquired business, which has annual
revenues of approximately $200 million, is a leading European
value-added distributor for Storage Networking, Networking,
Security, Electronic Document Management, as well as managed and
professional services.  The division, which has operations in
the UK, the Netherlands, Belgium, Germany, France and Sweden,
will be integrated into Avnet Technology Solutions' EMEA
business.

Dick Borsboom, President of Avnet Technology Solutions EMEA,
commented, "This acquisition extends our depth of expertise in
the IT solutions and services arena by adding new competencies
in high growth areas and expanding our ability to deliver multi-
vendor solutions.  The addition of 200 skilled employees and
2000 Acal resellers broadens our solutions-selling portfolio and
creates additional opportunities for cross selling."

Following on the recently completed acquisition of the Magirus
Enterprise Division, Avnet Technology Solutions is substantially
building its market presence in the areas of managed and
professional services, SAN, Networking and Security solutions.
The acquisition also opens new markets to Avnet Technology
Solutions, such as Electronic Document Management today
operating under the name Headway Technologies.

"We are executing well on our goal to be the premier, value-add
distributor in Europe," added Mr. Borsboom.  "The acquisition of
Acal is another clear affirmation of our vision to be the leader
in delivering solutions that can accelerate the growth of our
trading partners."

                     About Avnet Electronics

Avnet Electronics Marketing -- http://www.em.avnet.com/-- is an
operating group of Phoenix-based Avnet, Inc. (NYSE:AVT), a
Fortune 500 company.  Avnet Electronics Marketing serves
electronic original equipment manufacturers and electronic
manufacturing services providers in more than 70 countries,
distributing electronic components from leading manufacturers
and providing associated design-chain and supply-chain services.

                         About Avnet Inc.

Headquartered in Phoenix, Arizona, Avnet, Inc.
-- http://www.avnet.com/-- distributes electronic components
and computer products, primarily for industrial customers.  It
has operations in the following countries: Australia, Belgium,
China, Germany, Hong Kong, India, Indonesia, Italy, Japan,
Malaysia, New Zealand, Philippines, Singapore, and Sweden,
Brazil, Mexico and Puerto Rico.

                           *     *     *

Moody's Investors Service affirmed Avnet's Ba1 corporate family
long-term debt ratings in March 2007.  Moody's said the outlook
is positive.


BAY COVE: Moody's Holds Ba2 Rating on $5 Mil. Outstanding Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 bond rating assigned to
Bay Cove Human Services' $5.0 million of outstanding Series 1998
bonds issued by the Massachusetts Health & Educational Facilities
Authority.  The outlook has been revised to negative from stable,
reflecting a decline in liquidity following the acquisition of
another agency.

Legal Security: The Series 1998 Bonds are secured by first
mortgage liens on and security interests in certain real
properties of Bay Cove, including the organization's main
administrative building.  Additionally, the bonds are secured by a
lien on and security interest in the Department of Mental
Retardation Contract Receivables.  The bonds are also secured by a
pledge of the DMR contract for the sole benefit of the bond
Trustee, under which payments are to be made to Bay Cove annually
in an amount not less than 150% of the Maximum Annual Debt Service
(the Pledged Provider Contract).

Interest Rate Derivatives: None.

                         Strengths

Position as a large human service provider of essential
services in the Boston area, with specialization in services to
individuals with multiple disabilities and ranked within the top
ten human service providers in Massachusetts in terms of size and
reputation .  Acquisition of agency which provides senior care
services (Kit Clark Senior Services, Inc.) increased revenue by
23% in fiscal year 2007 and adds complementary service lines and
mental health clinic license.

Historically stable financial results with consistent
operating margins of 1.0% and 1.5% in fiscal years 2006 and 2007.
Profitable operations throughout its 34-year history (a highly
unusual accomplishment for the human service provider sector) due
to disciplined management style.  Kit Clark Senior Services, Inc.
recorded a small operating deficit that management is seeking to
reduce through operating efficiencies.

Diverse revenue stream from different state departments
(Departments of Mental Health, Mental Retardation, Public Health
and Medicaid) as well as private funding mitigates its
vulnerability to reductions to any one area of social service
funding.  Addition of elder care services adds a new funding
source and further diversifies revenue base.

Annual fundraising goals of close to one million dollars that
supplements ongoing operations was met in 2007 and is expected to
continue.  Moody's includes these funds as other operating
revenues since dollars are matched with current programs and are
not designated for endowment or long term investment.

Restructuring of its health benefits in July 2005 has
controlled future benefit expense growth in this area.

Stabilized staffing due to favorable benefits and training
with minimal vacancies now noted.

                         Challenges

Dependence on state funding that could result in contract
reimbursement reductions for Bay Cove if the state experiences
budget shortfalls in future years.

The majority of existing contracts lack revenue updates, and
so do not provide adequate inflationary escalators for salary and
benefit increases.

Decline in liquidity to $2.7 million at fiscal year end 2007 from
$4.4 million at FYE 2006 due to the acquisition of Kit Clark and
increase in receivables, resulting in cash-on-hand declining to 18
days from a peak level of 35 days.  Cash improved through the
first five months of FY 2008 (Oct. 31, 2007) to $3.7 million (28
days), however, limited liquid resources provide minimal operating
flexibility.  Bay Cove views reserves more as providing
flexibility for short-term strategic spending rather than as a
long-term financial cushion that is anticipated to grow.  Bay Cove
had been building its cash reserves over the last four years for
such an opportunity at the Kit Clark acquisition.  However, the
short term impact of liquidity decline affects credit quality and
modest cash resources will be a limiting factor to pursuing future
growth opportunities.

Debt load increased by $3.9 million in FY 2007 weakening debt
measures, with debt-to-cash flow high at 6.3 times yet maximum
annual debt service coverage good at 2.42 times in FY 2007.

Auditors reported certain significant deficiencies in
internal control over financial reporting at Kit Clark that are
being addressed.

                          Outlook

The negative outlook reflects a recent decline in liquidity as a
result of the purchase of a complementary human service provider
agency.  While cash has improved in the current fiscal year, days
cash-on-hand remains below historical levels and will need to
improve to maintain the current rating.  Our expectation is that
Bay Cove will continue to leverage its market position as a
provider of essential services and be able to demonstrate moderate
annual growth and consistent financial performance.

            What could change the rating- Up

Growth in liquidity reserves and an increased position as a
sizable human service provider; improvement in operating results;
greater security in funding sources

           What could change the rating- Down

Budget shortfalls in the Commonwealth of Massachusetts that would
force the state to scale back on important social and health
services; operating losses; further deterioration of cash
reserves; increase in debt load without a commensurate increase in
cash flow

                      Key Indicators

Assumptions & Adjustments:

-- Based on combined financial statements for Bay Cove Human
    Services, Inc. and Affiliates

-- First number reflects audit year ended June 30, 2006

-- Second number reflects audit year ended June 30, 2007

-- Investment returns normalized at 6% unless otherwise noted

Total operating revenues: $46.7 million; $57.4 million

Moody's adjusted net revenue available for debt service:
   $2.2 million; $3.0 million

Total debt outstanding: $9.5 million; $13.9 million


Maximum annual debt service (MADS): $1.1 million; $1.2 million

MADS Coverage with reported investment income: 1.77 times; 2.18
times

Moody's adjusted MADS Coverage with normalized investment income:
1.97 times; 2.42 times

Debt-to-cash flow: 6.0 times; 6.3 times

Days cash on hand: 36 days; 18 days

Cash-to-debt: 46%; 20%

Operating margin: 1.0%; 1.5%

Operating cash flow margin: 3.8%; 4.4%

Debt Outstanding (as of June 30, 2007)

  -- Series 1998, $4.8 million outstanding; Ba2 rating


BEAR STEARNS: Moody's Holds Low-B Ratings on Six Certificates
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of 22 classes of
Bear Stearns Commercial Mortgage Securities Trust Series 2006-
PWR12.  Commercial Mortgage Pass-Through Certificates are:

-- Class A-1, $56,262,929, affirmed at Aaa
-- Class A-2, $49,000,000, affirmed at Aaa
-- Class A-3, $150,500,000, affirmed at Aaa
-- Class A-AB, $119,800,000, affirmed at Aaa
-- Class A-4, $873,250,000, affirmed at Aaa
-- Class A-1A, $192,265,378 affirmed at Aaa
-- Class A-M, $207,903,000, affirmed at Aaa
-- Class A-J, $161,124,000, affirmed at Aaa
-- Class X, Notional, affirmed at Aaa
-- Class B, $44,180,000, affirmed at Aa2
-- Class C, $18,191,000, affirmed at Aa3
-- Class D, $33,785,000, affirmed at A2
-- Class E, $20,790,000, affirmed at A3
-- Class F, $25,988,000, affirmed at Baa1
-- Class G, $20,790,000, affirmed at Baa2
-- Class H, $25,988,000, affirmed at Baa3
-- Class J, $7,796,000, affirmed at Ba1
-- Class K, $7,797,000, affirmed at Ba2
-- Class L, $7,796,000, affirmed at Ba3
-- Class M, $5,198,000, affirmed at B1
-- Class N, $5,197,000, affirmed at B2
-- Class O, $5,198,000, affirmed at B3

As of the Dec. 13, 2007 distribution date, the transaction's
aggregate principal balance has decreased by approximately 0.7% to
$2.06 billion from $2.08 billion at securitization.  The
Certificates are collateralized by 213 loans, ranging in size from
less than 1.0% to 7.6% of the pool, with the top ten loans
representing 32.3% of the pool.  The pool includes one shadow
rated loan, which represent 7.6% of the pool.  No loans have
defeased, been liquidated from the pool or are in special
servicing.  Twelve loans, representing 6.0% of the pool, are on
the master servicer's watchlist.

Moody's was provided with full year 2006 operating results for
98.0% of the performing loans.  Moody's weighted average loan to
value ratio for the conduit component is 102.4% compared to 100.9%
at securitization.

The shadow rated loan is the 1675 Broadway Loan
($155.0 million -- 7.5%), which is secured by a 35-story, 761,092
square foot office building located in the Midtown West submarket
of New York City.  There is also a junior non-trust component of
$25.0 million.  The loan is interest only for the first 60 months
of its term and thereafter amortizes on a 360 month schedule.
Moody's current shadow rating is Baa3, the same as at
securitization.

The top three conduit exposures represent 14.3% of the pool.  The
largest conduit loan is the Woodland Mall Loan ($156.5 million --
7.6%), which is secured by the borrower's interest in a 1.2
million square foot (397,897 square feet is collateral) regional
mall located in Grand Rapids, Michigan.  The mall is anchored by
J.C. Penney, Sears, Marshalls and Kohl's.  The loan is interest
only for 36 months and then amortizes on a 360 month schedule.
Moody's LTV is 110.9% compared to 107.7% at securitization.

The second largest conduit exposure is the Orange Plaza Loan
($90.5 million -- 4.4%), which is secured by a 765,390 square foot
retail property located in Middletown, New York.  The loan is
interest only for 24 months and then amortizes on a 360 month
schedule.  Moody's LTV is 108.9%, the same as at securitization.

The third largest conduit exposure is the Broken Sound Portfolio
Loan ($47.0 million -- 2.3%), which is secured by the fee interest
in a cross-collateralized and cross-defaulted portfolio of five
office/retail buildings with a total of 369,444 square feet
located in Boca Raton and Deerfield Beach, Florida. The loan is
interest only for the entire term.  Moody's LTV is 107.5%, the
same as at securitization.


BEAR STEARNS: Moody's Junks Four Certificates' Ratings
------------------------------------------------------
Moody's Investors Service has downgraded and maintained on review
for further downgrade 1 class of certificates, placed on review
for possible downgrade 1 class of certificates, and downgraded 6
certificates from Bear Stearns Second Lien Trust 2007-1.  The
transaction is backed by home equity lines of credit loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The underlying pool of loans has
seen a high rate of early default with continued growth in the
delinquency pipeline despite the realization of losses.  As of
November 2007, the pool has $36,091,254 of loans that are 60 or
more days delinquent, in bankruptcy, foreclosure or REO.

The complete rating actions are:

Issuer: Bear Stearns Second Lien Trust 2007-1

Downgrade and Review for Possible Downgrade:

  -- Class I-M-4, Downgraded to B3 from A3 and on review for
     possible further downgrade.

Review for Possible Downgrade:

Class I-M-1, current rating Aa3, on review for possible downgrade.

Downgrade:

  -- Class I-M-2, Downgraded to B1 from A1;
  -- Class I-M-3, Downgraded to B2 from A2;
  -- Class I-B-1, Downgraded to Ca from Baa1;
  -- Class I-B-2, Downgraded to C from Baa2;
  -- Class I-B-3, Downgraded to C from Baa3;
  -- Class I-B-4, Downgraded to C from Ba1.


BOMBAY CO: Selling Intellectual Property to Bombay Brands
---------------------------------------------------------
The Bombay Company Inc. has agreed to sell its intellectual
property, which includes the Bombay brand name, to Bombay
Brands LLC, a joint venture of Hilco Consumer Capital
and Gordon Brothers Group.

In a transaction structure, The Bombay Company bankruptcy estate
retains a 25% interest in Bombay Brands.  The
acquisition is subject to approval by the U.S. Bankruptcy Court
for the Northern District of Texas, Fort Worth Division.

Hilco Consumer Capital will assume day-to-day brand management
responsibilities and will immediately undertake a strategic brand
rebuilding program designed to leverage the intrinsic value of the
Bombay name.  Through licensing strategies with retailers,
wholesalers and franchisees, a broad-range of new consumer
products will be created and marketed internationally.

Assistance will be provided by The Bombay Company estate and the
respected brand strategies and marketing firm, Graj +
Gustavsen, also a partner in the joint venture group.

John Collins, an executive with Hilco Consumer Capital, was named
president and chief marketing officer of Bombay Brands. Mr.
Collins is also president of Hilco TAG, owner of Tommy Armour Golf
and RAM Golf.  He has more than 25 years of experience in managing
and marketing famous-name brands, including Nike, Bauer, Tommy
Armour Golf, Volant Ski, Canon Inc., and Kubik.

"The Bombay brand differentiates itself through a lifestyle
approach in the home furnishings category," Mr. Collins stated.
"It offers terrific opportunities for expansion and development
into a whole new range of highly desirable and affordable consumer
lifestyle products.  Our plan will generate new products through
licensed wholesalers and bring them to market
through strategic retail and brand franchisee partners."

"We are fortunate to have made the acquisition with Gordon
Brothers Group," James "Jamie" Salter, chief executive officer of
Hilco Consumer Capital, said.  "We are also happy that we were
able to structure the transaction in a way that allows the
creditors of The Bombay Company Inc. to participate in the overall
success of our strategy."

"We are very pleased that the Bombay name will have the
opportunity to flourish under the new venture," Elaine D. Crowley,
SVP, CFO & Treasurer of The Bombay Company, noted.  "We believe
the expertise that Hilco Consumer Capital brings creates a unique
opportunity to rebuild the Bombay brand and will ultimately
provide loyal Bombay customers a solution for
their home decorating needs.  We look forward to working with the
venture partners to rebuild the Bombay brand."

                  About Hilco Consumer Capital

Hilco Consumer Capital - http://www.hilcocc.com/-- was formed in
2006 to make private equity investments in consumer brands and
build significant, additional value in them through innovative
product development, creative marketing and licensing strategies.
HCC is a unit of The Hilco Organization --
http://www.hilcotrading.com/-- a privately-held, diversified
financial services firm specializing in appraising, purchasing,
selling, financing and enhancing the performance of tangible and
intangible business assets through a platform of 22 integrated
business units located in North America and the European Union.

                     About Gordon Brothers

Gordon Brothers Group -- http://www.gordonbrothers.com/-- is an
advisory, restructuring and investment firm specializing in the
retail, consumer products, real estate and industrial sectors.
Founded in 1903, Gordon Brothers provides asset valuations and
appraisals, dispositions, real estate consulting, lending and
advisory services.

                      About Bombay Company

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,
sources and markets a unique line of home accessories, wall dcor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.  Attorneys at Cooley, Godward, Kronish LLP
act as counsel for the Official Committee of Unsecured Creditors.
Forshey & Prostok LLP is the Committee's local counsel.

As of May 5, 2007, the Debtors listed total assets of $239,400,000
and total debts of $173,400,000.


BOYD GAMING: Moody's Holds Ratings and Revises Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed Boyd Gaming Corporation's Ba2
corporate family rating and probability of default rating.   At
the same time, the company's rating outlook was revised to stable
from positive, and its $900 million of senior subordinated debt
was lowered to B1 (LGD-5, 89%) from Ba3 (LGD-5, 83%).  Boyd's
speculative grade liquidity rating remains at SGL-2.

The affirmation of Boyd's Ba2 corporate family rating reflects the
company's significant and geographically diverse portfolio of
casino assets, strong operating performance despite increased
competition in some markets, and moderate leverage.   Adjusted
Debt/EBITDA for the 12-month period ended Sept. 30, 2007 was 4.0x
and falls in the middle of the 'Ba' indicated rating category as
defined in Moody's Global Gaming methodology.  Boyd's rating also
considers the company's favorable regulatory risk profile.
Approximately half of the company's wholly-owned property level
EBITDA comes from the Las Vegas locals market in Nevada which has
a "Low" regulatory risk designation.

Key credit concerns include the ongoing development risks inherent
in Echelon, particularly given its size, scope, and strategic
importance to Boyd.  Also considered is the negative impact on the
Blue Chip facility from August 2007 opening of the Four Winds
Casino in New Buffalo, Michigan which is located approximately
fifteen miles from Blue Chip.

The downgrade to B1 of Boyd's $900 million senior subordinated
notes results from a re-application of Moody's Loss Given Default
Methodology recognizing that the larger $4.0 billion un-rated
revolver, which was successfully syndicated in May 2007, is in a
superior position relative to the company's senior subordinated
debt, which results in a higher recovery rate and depresses the
recovery rate for the senior subordinated notes.

The outlook revision to stable from positive considers that the
recent increase in competition in the Midwest and Northeast
regions, coupled with relatively flat year-to-date results in the
company's Las Vegas locals business segment and a $400 million
increase in the Echelon budget announced earlier this year, will
make it more difficult for Boyd to achieve and maintain the credit
metrics need to achieve a higher corporate family rating.

Boyd's SGL-2 speculative grade liquidity rating acknowledges that
the company will generate positive cash flow after interest,
taxes, dividends and maintenance capital expenditures, but will
also be a net borrower through fiscal 2008 as a result of
continued investment in Echelon.

Boyd wholly-owns and operates gaming entertainment facilities
located in Nevada, Mississippi, Illinois, Louisiana, Indiana and
Florida.  The company is also 50% partner in a joint venture that
owns a limited liability company, operating Borgata Hotel Casino
and Spa in Atlantic City, New Jersey, which is accounted for using
the equity method.  The company is also entered into two joint
ventures associated with its Echelon development.


BRANDYWINE REALTY: Closes $245.4 Mil. Sale of 29 Properties to DRA
------------------------------------------------------------------
Brandywine Realty Trust has completed the sale and contribution of
29 suburban Philadelphia office properties to a joint venture
consisting of DRA Advisors LLC with an 80% interest and affiliates
of Brandywine Realty Trust with a 20% interest.  An 89% interest
was sold in three of the properties, while 100% interests were
sold or contributed in the rest.  The portfolio valuation
of $245.4 million (reflecting 100% interests throughout)
represents a capitalization rate of approximately 7.4% GAAP and
7.2% cash based on trailing twelve-month net operating income
(NOI) through Sept. 30, 2007 and approximately 7.9% cash based on
preliminary 2008 NOI projections.

The 29 properties, which are listed below, comprise approximately
1.6 million square feet and were 95.3% occupied and 96.4% leased
(reflecting future executed leases) as of September 30, 2007. The
joint venture has secured $184 million of seven-year, non-
recourse, property financings at a rate of 5.78% with an initial,
thirty-six month interest-only period followed by monthly
principal and interest payments pursuant to a 30-year principal
amortization schedule until the January 1, 2015 maturity date. As
a result of the sales and contribution transactions, the proceeds
from the property financings, the joint venture s payment of its
transaction expenses and certain other financial transactions
between the parties, Brandywine has realized $235.4 million of
gross proceeds and $230.9 million of net proceeds after deducting
its own transaction expenses.

Brandywine will use the net proceeds from the transaction to
reduce outstanding indebtedness under its unsecured revolving
credit facility.  A subsidiary of Brandywine will be responsible
for the management and leasing of the joint venture properties
under a separate agreement.  Brandywine does not expect that it
will declare a special distribution on account of this
transaction, subject to a final review of its calendar year 2007
taxable income.

"We are delighted to complete this transaction with DRA Advisors,"
Gerard H. Sweeney, President and Chief Executive Officer of
Brandywine Realty Trust, stated.  "Working with DRA to structure
and close this joint venture has enabled us to get to know this
fine organization and benefit from its impressive track
record in public-private transactions.  The capital we have raised
enhances our balance sheet flexibility and will ultimately get
recycled into a variety of growth opportunities in our target
markets including our current and planned development projects.
By retaining a 20% ownership stake and managing the properties, we
will share in the upside from this portfolio and contribute to its
future success.  Overall, this transaction demonstrates the
strength of our properties and creates significant value for our
stockholders.

"DRA is excited to close on this joint venture with Brandywine,"
David Luski, Executive Vice President of New York-based DRA
Advisors LLC, said.  "Brandywine has an excellent reputation in
the marketplace and we are looking forward to expanding this
relationship in the future.  The Philadelphia office of CB Richard
Ellis served as Brandywine s exclusive marketing advisor for the
transaction.  Three properties, aggregating 260,000 square feet,
were previously excluded from the joint venture transaction and
have been retained by Brandywine."

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

                         *     *     *

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


BROWN & COLE: Judge Steiner Approves Plan of Reorganization
-----------------------------------------------------------
The Hon. Samuel J. Steiner of the U.S. Bankruptcy Court for the
Western District of Washington approved Brown and Cole Stores
LLC's plan of reorganization on Dec. 20, 2007, Dave Gallagher of
The Bellingham Herald reports.

Under the Debtor's reorganization plan, the Debtor will continue
operations at its main office and intends to keep its current
workers and stores, as well as employment agreements, Bellingham
Herald relates.

The Debtor received funding from Hancock Park Associates of
California for store developments in exchange of about $43 million
equity interest, Bellingham Herald says.

President and CEO Craig Cole told Bellingham Herald that Brown &
Cole now has a "solid financial backing" for the company to keep
operating "for years to come."

Bellingham, Washington-based Brown and Cole Stores LLC --
http://www.brownandcole.com/-- is Washington state's oldest
grocery company, founded in 1909.  The Debtor currently operates
20 supermarkets across the state and has 1,200 employees.  The
Debtor filed for chapter 11 petition on Nov. 7, 2006 (Bankr. W.D.
Wa. Case No. 06-13950).  Aimee S. Willig, Esq., Armand J.
Kornfeld, Esq., Gayle E. Bush, Esq., and Katriana L. Samiljan,
Esq., at Bush Strout & Kornfeld represent the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets between $1 million and $100 million and liabilities
of more than $100 million.


BURLINGTON COAT: Weak Revenue Cues Moody's to Revise Outlook
------------------------------------------------------------
Moody's Investors Service changed Burlington Coat Factory
Warehouse, Inc.'s rating outlook to negative from stable and
affirmed all the company's existing ratings.  The change in
outlook to negative is as a result of the company's weak revenue
and earnings performance that has led to a weakening in credit
metrics.

These ratings are affirmed:

  -- Corporate family rating at B2,

  -- Probability of default rating at B2,

  -- $900 million senior secured term loan at B2 (LGD 4, 51%),

  -- $305 million of senior unsecured guaranteed notes at B3
     (LGD 5, 74%),

  -- Speculative grade liquidity rating at SGL-2.

  -- The rating outlook is negative.

The corporate family rating is constrained by the company's weak
financial metrics as a result of its leveraged buyout by Bain
Capital in 2006 which also results in financial policies that will
likely favor shareholders going forward.  The rating is also
constrained by the company's low level of profitability (EBITA
margin of 3.2%) that is well below the average of its retail
apparel peers.  The corporate family rating reflects the company's
secondary competitive position in the off-price retail segment
against TJX, its very high seasonality with nearly 98% of its cash
flow from operations being generated during the second fiscal
quarter, and the moderately high product volatility associated
with the off-price apparel and home goods segments.  Lending
support to the corporate family rating is company's concentration
in the off-price retail segment which has generated solid
performance and is more resilient to negative macro economic
consumer pressures than the full price channel for apparel and
home fashions.  Ratings are also supported by its good liquidity,
its national diversification, and the company's well recognized
brand name.

The negative outlook reflects the company's weak sales and earning
performance which has resulted in credit metrics that are weak for
the rating category and weaker than Moody's original expectation.
Ratings could be downgraded should the company's performance
continue to be weak making it likely that debt/EBITDA will be
sustained over 6.75x , should EBITDA/interest expense less capital
expenditures likely be sustained below 1.2 times, or should
liquidity erode.

Burlington Coat Factory Warehouse Corporation, headquartered in
Burlington, New Jersey, is a nationwide off-price apparel retailer
that operates approximately 384 stores in 44 states under the
nameplates of Burlington Coat Factory, Cohoes, MJM, and Baby
Depot.  Revenues for the LTM period ended Sept. 1, 2007 were
approximately $3.4 billion.


CAVTEL HOLDINGS: Moody's Cuts Corporate Family Rating to B3
-----------------------------------------------------------
Moody's Investors Service downgraded CavTel Holdings, LLC.'s
corporate family rating to B3, from B2, and the B2 rating of the
Company's senior secured credit facilities to B3.  Moody's had
assigned the ratings in November 2006 in connection with
Cavalier's acquisition of TalkAmerica Holdings, which closed in
December 2006.  The outlook for ratings remains stable.

The downgrade reflects Cavalier's weaker-than-expected revenue and
free cash flow generation due to operational challenges in
integrating Talk America and intense competitive pressures.
Cavalier's 2007 debt to EBITDA leverage is expected to exceed
Moody's previously indicated downward trigger of 4.0x and the
rating agency is concerned about the Company's residential churn
rates of close to 5% (Moody's leverage calculations include 75% of
preferred stock accounted as debt and capitalized operating
leases, in accordance with Moody's methodology).

In addition, Moody's is concerned about potential covenant
violations in the Company's credit facility in 2008.  Although
Cavalier continues to realize expected cost synergies from the
integration of Talk America, weaker sales to residential and
commercial customers, higher churn of residential customers due to
poor credit quality and related bad debt expenses, have
contributed to free cash flow falling short of the rating agency's
previous projections.

Moody's now expects Cavalier's YoY revenue to remain flat in 2008
and increase by mid-single digits in 2009.  As a result of revised
expectations of weaker EBITDA growth and free cash flow
generation, Moody's expects Cavalier's leverage of 3.8x at year-
end 2008 -- slightly more than a turn above previous projections.

- Issuer: CavTel Holdings, LLC

  -- Corporate Family Rating: Downgraded to B3, from B2

  -- Probability of Default Rating: Downgraded to Caa1, from B3

  -- Senior 1st lien secured Revolving Credit Facility Due
     2011: Downgraded to B3, LGD3 -- 32%, from B2, LGD3 -- 31%

  -- Senior 1st lien secured Term Loan Due 2012: Downgraded to
     B3, LGD3 -- 32%, from B2, LGD3 -- 31%

  -- Outlook: Stable

The B3 corporate family rating reflects Cavalier's reduced
financial flexibility amid intense competition and increased
capital spending on the Company's IPTV initiative, and the
Company's financial risk.  The rating incorporates the complexity
of integrating Talk America, which Cavalier acquired in December
2006, and the inherent risk of Cavalier's greater exposure to the
residential telephony market relative to its CLEC peers, as
residential customers typically have higher churn rates.

The stable outlook reflects Moody's expectations that the
Cavalier's revenue will stabilize in 2008 and the Company will
generate free cash flow of 1% of its adjusted debt.

Richmond, Virginia- based Cavalier is a competitive local exchange
carrier servicing approximately 750,000 access lines and generated
nearly $680 million in annualized revenues.


CENTRO NP: Financial Difficulties Cue Fitch to Junk Ratings
-----------------------------------------------------------
Fitch Ratings has downgraded the ratings for Centro NP LLC
(formerly New Plan Excel Realty Trust) as:

  -- Issuer Default Rating to 'CCC' from 'BBB+';

  -- $350 million revolving bank credit facility to 'CC/RR6'
     from 'BBB+';

  -- $830 million senior unsecured notes to 'CC/RR6' from
     'BBB+'.

Centro NP LLC remains on Rating Watch Negative by Fitch.

Fitch has withdrawn its New Plan Excel Realty Trust preferred
stock rating as these securities were redeemed in connection with
the acquisition of New Plan by affiliates of Centro Property
Group.

The downgrade of Centro NP LLC ratings is due to the financial
difficulties of the entity's Australian based parent company
Centro Property Group in connection with the refinancing of over
$2.3 billion of indebtedness due to dislocations in the credit
markets.  CNP has negotiated an extension on its maturing
facilities to Feb. 15, 2008; however, given the current state of
the credit markets, there is a great deal of uncertainty
surrounding CNP's ability to refinance this indebtedness.

Centro NP bondholders are protected by several financial covenants
in its bond indentures including total debt to total historical
book assets less than 65%; debt service coverage ratio greater
than 1.5 times; secured debt to total historical book assets under
40% and unencumbered historical book assets to unsecured debt
greater than 1.0x.  However, Fitch is concerned that Centro NP
assets could be consolidated in a CNP liquidation scenario and the
covenants waived.

The ratings concerns center on CNP liquidity issues and do not
pertain to the operating performance of Centro NP.  The portfolio
of needs-based, grocery-anchored shopping centers across the U.S.
is performing well and expected to be well positioned in an
economic slowdown.  The strong geographic and tenant diversity of
the portfolio helps insulate the company from regional downturns
or tenant credit deterioration.  Furthermore the company has
seasoned executive and regional management teams and a strong
regional infrastructure.

Fitch expects the Rating Watch Negative will be resolved once
there is more clarity regarding CNP's financial stability.

Centro NP is a $5.9 billion total assets real estate company
focusing on the ownership, management and development of community
and neighborhood shopping centers.  Centro NP operates a national
portfolio of community and neighborhood shopping centers across
the U.S. with approximately 67 million square feet of GLA.

Centro Properties Group is a Melbourne-based company (ASX: CNP)
focusing on the ownership, management, and development of retail
shopping centers.  Centro has AUD26.6 billion of retail property
assets.


CHARLES SCHWAB: Good Performance Prompts Fitch to Lift Rating
-------------------------------------------------------------
Fitch Ratings affirms the long-term Issuer Default Rating of
Charles Schwab Corp. at 'A'.  The Individual rating is upgraded to
'B' from 'B/C'.  The Rating Outlook is Stable.

The upgrade of the Individual rating was based on SCHW's improved
financial performance in the past several quarters.   The stronger
earnings characteristics are attributed to a steady trend of
rising asset-related revenues and the renewed focus on its core
businesses.

SCHW's ratings are based on the company's strong franchise in
online brokerage, modest leverage and overall sound financial
position. Potential upgrades to SCHW's ratings depend on sustained
earnings growth and ability to garner client assets.  The
Structured Investment Vehicles exposure is not viewed as a current
rating concern, though Fitch will monitor the impact of exposure
levels and/or potential losses on the firm's overall franchise and
reputation.

Financial leverage at SCHW is prudent with sufficient cash flows
at the parent supporting outstanding long-term debt of $625
million as of Sept. 30, 2007.  Capital is appropriate for the
SCHW's risk profile.  The recent buybacks and dividends conducted
concurrent with the sale of U.S. Trust did not materially change
Fitch's view of the adequacy of the capital base.


Fitch affirms these ratings:

The Charles Schwab Corporation

  -- IDR 'A';
  -- Senior unsecured debt 'A';
  -- Short-term issuer 'F1';
  -- Short-term debt 'F1';
  -- Support '5';
  -- Support Floor 'NF';

Rating Outlook Stable.

SCHWAB Capital Trust I

  -- Preferred 'A-';

Fitch upgrades this rating:

The Charles Schwab Corporation

  -- Individual to 'B' from 'B/C'.


CHEVY CHASE: High Delinquency Cues Moody's to Review Ratings
------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the ratings of ten tranches from four transactions
issued by Chevy Chase Funding LLC, in 2006.  The collateral
backing these classes consists of primarily first lien,
adjustable-rate negative amortizing Alt-A mortgage loans.

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

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-1

  -- Cl. B-5 Currently B2 on review for possible downgrade,

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-2

  -- Cl. B-4 Currently Baa3 on review for possible downgrade,
  -- Cl. B-5 Currently B2 on review for possible downgrade,

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-3

  -- Cl. B-3 Currently A2 on review for possible downgrade,
  -- Cl. B-3I Currently A2 on review for possible downgrade,
  -- Cl. B-3NA Currently A2 on review for possible downgrade,
  -- Cl. B-4 Currently Baa3 on review for possible downgrade,
  -- Cl. B-5 Currently B2 on review for possible downgrade,

Issuer: Chevy Chase Funding LLC, Mortgage-Backed Certificates,
Series 2006-4

  -- Cl. B-4 Currently Baa3 on review for possible downgrade,
  -- Cl. B-5 Currently B2 on review for possible downgrade.


CHRYSLER LLC: "Operationally" Bankrupt, CEO Nardelli Says
---------------------------------------------------------
Chrysler LLC is "operationally" bankrupt, was how chief
executive officer Robert Nardelli described the company's
status at a meeting held earlier this month, The Wall Street
Journal reports, citing an account by two people present
that meeting.

"The only thing that keeps us from going into bankruptcy
is the $10 billion investors entrusted us with," Mr. Nardelli
said at the meeting, WSJ's sources relate.

As reported in the Troubled Company Reporter on Dec. 7, 2007,
various papers cited Mr. Nardelli as saying that Chrysler is in
for a wider financial loss of $1.6 billion.

It would be the Chrysler's second consecutive year of losses if
Mr. Nardelli's forecast is right, according to the Associated
Press citing an unnamed source.  The company reported a loss of
$618 million in 2006 but disclosed earnings of $1.8 billion in
2005.

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

                          *     *     *

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


COBALT CMBS: Limited Amortization Cues Fitch to Hold Ratings
------------------------------------------------------------
Fitch Ratings has affirmed Cobalt CMBS Commercial Trust commercial
mortgage pass-through certificates, series 2006-C1, as:

  -- $41.1 million class A-1 at 'AAA';
  -- $358.7 million class A-2 at 'AAA';
  -- $138.9 million class A-AB at 'AAA';
  -- $102.3 million class A-3 at 'AAA';
  -- $723.7 million class A-4 at 'AAA';
  -- $400.9 million class A-1A at 'AAA';
  -- Interest-only class IO at 'AAA';
  -- $253.1 million class A-M at 'AAA';
  -- $208.8 million class A-J at 'AAA';
  -- $50.6 million class B at 'AA';
  -- $28.5 million class C at 'AA-';
  -- $34.8 million class D at 'A';
  -- $22.1 million class E at 'A-';
  -- $28.5 million class F at 'BBB+';
  -- $25.3 million class G at 'BBB';
  -- $34.8 million class H at 'BBB-';
  -- $6.3 million class J at 'BB+';
  -- $9.5 million class K at 'BB';
  -- $9.5 million class L at 'BB-';
  -- $3.2 million class M at 'B+';
  -- $6.3 million class N at 'B';
  -- $6.3 million class O at 'B-';
  -- $18 million class AMP-E1 at 'BB';
  -- $7 million class AMP-E2 at 'BB'.

The $31.6 million class P is not rated by Fitch.

The affirmations are the result of limited amortization and stable
pool performance since issuance.  As of the November 2007
distribution report the transaction's principal balance has
decreased 0.3% to $2.55 billion from $2.56 billion at issuance.
There are no delinquent or specially serviced loans.

Fitch reviewed the most recent operating statement analysis
reports and occupancy figures for the five shadow rated loans in
the transaction: Ala Moana Portfolio (8.9%), Fortress/Ryan's
Portfolio (2.5%), Manoa Marketplace (0.8%), Wesco Self Storage
(0.4%) and Cerritos Nissan (0.2%).  Based on their stable
performance since issuance the loans maintain their investment
grade shadow ratings.

The largest shadow rated loan, Ala Moana Portfolio (8.9%), is
collateralized by a two million square foot mixed use retail and
office property located in Honolulu, Hawaii.  Retail anchors
include Sears, Macy's, Shirokiya and Old Navy.  Major tenants
include Barnes & Noble, Longs Drugs, Kaiser Foundation and Gap.
In-line tenants include Tiffany, Cartier, Louis Vuitton, Chanel,
Dior, Banana Republic, Prada, Williams Sonoma, Apple and Disney.
The retail portion of the collateral is occupied by nearly 275
tenants while the office portion is occupied by 184 tenants.  The
property benefits from the experienced sponsorship and management
of GGP LP, a real estate investment trust which currently owns and
manages a portfolio of 200 regional malls totaling 200 million sf.
Occupancy as of July 1, 2007, has increased slightly to 97.1% from
96.9% since issuance.

The second largest shadow rated loan, Fortress/Ryan's Portfolio
(2.5%), is collateralized by a portfolio consisting of 114 fee and
16 leasehold interests in a total of 130 retail properties located
in 22 different states.  As of June 30, 2007, occupancy has
remained stable at 100% since issuance.


COINMACH SERVICE: Babcok & Brown Deal Cues S&P to Remove Watch
--------------------------------------------------------------
Standard & Poor's affirmed its 'B' corporate credit rating on
Coinmach Service Corp., and removed the rating from CreditWatch,
where it was originally placed on June 15, 2007, with negative
implications, following the announcement that the company had
agreed to be acquired by Babcock & Brown Ltd. for $13.55 per share
in cash, plus the assumption of debt, for a transaction value of
about $1.3 billion.

The acquisition was recently financed with a combination of debt
and equity.  Estimated pro forma debt is about $ 1.1 billion.  The
rating outlook is negative, and the ratings are subsequently
withdrawn.


COMMERCIAL CAPITAL: Fitch Holds 'BB' Rating on $10.8MM Loans
------------------------------------------------------------
Fitch Ratings has affirmed Commercial Capital Access One, Inc.'s
commercial mortgage series 3, as:

  -- $94.3 million class 3A2 at 'AAA';
  -- $100,000 class 3X at 'AAA';
  -- $45.5 million class 3B at 'AAA';
  -- $43.4 million class 3C at 'A+';
  -- $19.5 million class 3D at 'BBB+';
  -- $6.5 million class 3E at 'BBB';
  -- $10.8 million class 3F at 'BB';

The $10.1 million class 3G remains at 'CC/DR2'.  Fitch does not
rate class 3H, which has been reduced to zero due to losses. Class
3A-1 has been paid in full.

The affirmations are a result of stable performance of the
collateral pool since Fitch's last rating action.  As of the
November 2007 distribution report, the transaction has paid down
46.9% to $230.1 million from $433.7 million at issuance.  Of the
original 108 loans, 82 remain in the pool.

There are two assets (0.7%) in special servicing.  The first
specially serviced asset (0.6%) is a golf course in East
St. Louis, Illinois.  It has been real estate owned since October
2007.  Based on the most recent valuation of the property, 100%
losses to the trust are expected upon liquidation of the asset.

One loan (11.8%) of the remaining pool is covered by a limited
guaranty provided by Sun America, Inc and has a Sept. 30, 2007
servicer reported DSCR of 1.09.  The guaranty requires Sun America
to pay the special servicer, on behalf of the trustee, an amount
equal to any realized losses arising from specially serviced
loans, or to purchase the specially serviced loans directly from
the trust.  Prior losses have reduced the outstanding coverage
from $14.4 million at issuance to approximately $6.7 million.  The
assets currently in special servicing are not covered by the
guaranty.

Nine loans (20.4%) were identified as Fitch loans of concern due
to declining performance.  The largest Fitch loan of concern is
secured by an office property located in Burlington,
Massachussetts and had a servicer reported year-end 2006 DSCR of
0.51x.


DANA VILLAS: Section 341(a) Meeting Scheduled for January 17
------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Dana
Villas Associates LLC's creditors on Jan. 17, 2008, at 10:00 a.m.,
at 411 West Fourth Street, Room 1-159 in Santa Ana, California.

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

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

Headquartered in Mission Viejo, California, Dana Villas Associates
L.L.C. filed for Chapter 11 protection on Dec. 11, 2007 (Bankr.
C.D. Calif. Case No. 07-14228).  Richard J. Reynolds, Esq., at
Turner, Reynolds, Greco & O'Hara, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
against it creditors, it listed total assets of $40,850,000 and
total debts of $27,500,000.


DELTA FINANCIAL: Former Employees Say Debtors Violated WARN Act
---------------------------------------------------------------
Laura Bressmer, Paula Capone and Tracy Prince, on behalf of
themselves and other similarly situated former employees, seek
the U.S. Bankruptcy Court for the District of Delaware's
determination that the Delta Financial Corporation, Delta Funding
Corporation and Fidelity Mortgage Inc., violated the WARN Act
when they failed to provide proper advance notice of layoffs.

Bressmer, et al., and about 1,000 other employees of Delta
Financial and its two wholly owned subsidiaries, were allegedly
terminated without cause, as part of, or as the result of, mass
layoffs or plan closing ordered by the Defendants, on or about
August 22, 2007, and November 8, 2007.  The Defendants, however,
failed to provide 60 days' advance written notice of the
employees' terminations, as required by the Worker Adjustment and
Retraining Notification Act, 29 U.S.C Section 2101 et seq.

The Plaintiffs and other similarly situated employees seek to
recover 60 days wages and benefits, pursuant to 29 U.S.C. Section
2104, from the Defendants.

Representing Bressmer, et al., Christopher D. Loizides, Esq., at
Loizides, P.A., in Wilmington, Delaware, asserts that the
Defendants failed to pay the Former Employees their respective
wages, salary, commissions, bonuses, accrued holiday pay and
accrued vacation for 60 calendar days following their respective
terminations and failed to make 401(k) contributions and provide
them with health insurance coverage and other employee benefits
under the Employee Retirement Income Security Act  for 60
calendar days from and after the dates of their respective
terminations.

Since the Former Employees seek back-pay attributable to a period
of time after the filing of the Debtors' bankruptcy petition and
which arose as the result of the Defendants' violation of a
federal law, their claim against the Defendants is entitled to
administrative priority status pursuant to the Section
503(b)(1)(A) of the Bankruptcy Code, Mr. Loizides asserts.

The Plaintiffs also contend that Delta Financial Corporation and
its wholly owned subsidiaries Delta Funding Corporation and
Fidelity Mortgage, Inc., were a "single employer" and are each
liable under the WARN Act.  The plaintiffs were either under the
payrolls of Delta Funding or non-debtor Fidelity Mortgage, Inc.

Ms. Bressmer, until her termination on August 22, 2007, and
Ms. Capone, until her termination on November 8, 2007, worked at
the Debtors' corporate headquarters in Woodbury, New York.
Mr. Prince worked at the Debtors' branch at Tempe, Arizona, until
his termination on November 8, 2007.

                           Class Action

Bressmer, et al., seek to pursue a class action on behalf other
similarly situated employees, pursuant to Rules 23(a) and (b) of
the Federal Rules of Civil Procedure.

Mr. Loizides asserts that a class action is superior to other
available method for the fair and efficient adjudication of this
controversy -- particularly in the context of WARN Act
litigation, where individual plaintiffs and class members may
lack the financial resources to vigorously prosecute a lawsuit in
federal court against a corporate defendant.  He explains that
concentrating all the potential litigation concerning the WARN
Act rights of the members of the class in the Bankruptcy Court
will avoid multiplicity of suits, will conserve the judicial
resources and the resources of the parties and is the most
efficient means of resolving the WARN Act rights of all the
members of the class.

Bressmer et al., aver that they have retained counsel competent,
experienced in complex class action employment litigation.  The
Plaintiffs have retained Loizides, P.A., and Outten & Golden LLP.

                        Prayer for Relief

Bressmer, et al., seek from the Bankruptcy Court:

    A. certification that, pursuant to Fed. R. Civ. P. 23 (a) and
       (b) and 29 U.S.C. Section 2104(a)(5), Plaintiffs and the
       other similarly situated former employees constitute a
       single class;

    B. designation of the Plaintiffs as Class Representatives;

    C. appointment of Loizides and Outten & Golden as Class
       Counsel;

    D. a judgment in favor of the Plaintiffs and each of the
       "affected employees" equal to the sum of: their unpaid
       wages, salary, commissions, bonuses, accrued holiday
       pay, accrued vacation pay, pension and 401(k)
       contributions and other ERISA benefits, for 60 days, that
       would have been covered and paid under the then-
       applicable employee benefit plans had that coverage
       continued for that period, all determined in accordance
       with the WARN Act, including an administrative expense
       claim pursuant to 11 U.S.C. Section 503(b)(a)(A) in favor
       of the Plaintiffs and the Class members equal to the above
       sums or alternatively, determining that the first $10,950
       of the WARN Act claims of the Plaintiffs and each other
       Class member is entitled to priority status, under Section
       507(a)(4) of the Bankruptcy Code, and the remainder as a
       general unsecured claim.

    E. Interest as allowed by law on the amounts owed; and

    F. Plaintiffs' reasonable attorneys' fees and the costs and
       disbursements that the Plaintiffs. incurred in prosecuting
       this action, as authorized by the WARN Act, including an
       allowed administrative priority claim under Section 503
       of the Bankruptcy Code for the fees, costs and
       disbursements.

                          Class Action

Ms. Bressmer, on behalf of herself and fired co-workers, filed a
class action lawsuit on Dec. 12, 2007, before the U.S. District
Court for the Eastern District of New York.  The Lawsuit raised
the same allegations that Ms. Bressmer and two other employees had
forwarded in the Adversary Proceeding.

The District Court Lawsuit was assigned to Magistrate Judge A.
Kathleen Tomlinson and was filed five days before Delta Financial
and Delta Funding petitioned for Chapter 11 protection.

Section 362(a) of the Bankruptcy Code prohibits, among other
things, the commencement or continuation of judicial,
administrative or other action or proceeding against a debtor
that was or could have commenced before the Petition Date.  The
stay may be lifted, however, under Section 362(d) for "cause."

"We have a good basis to believe the layoffs met the requirement
of the WARN Act" for notice, said Jack Raisner, an attorney for
Bressmer at the firm Outten & Golden in Manhattan, Newsday
reports.  Mr. Raisner said employees released in the final layoff
on Dec. 6 also could be eligible to join the suit.  The most
recent layoffs by the Debtors in December affected 450 employees,
and left the mortgage lender with only 49 to complete the wind-
down operations.

                      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).


DILLON READ: Stable Performance Cues Fitch to Affirm Ratings
------------------------------------------------------------
Fitch affirms nine classes of notes issued by Dillon Read CMBS CDO
2006-1, Ltd. and Dillon Read CMBS CDO 2006-1, Corp. (Dillon Read
CMBS CDO 2006-1).  These rating actions are effective immediately:

  -- $650,000,000 class A-S1VF senior secured floating rate
     notes at 'AAA';

  -- $150,000,000 class A1 senior secured floating rate notes
     at 'AAA';

  -- $60,000,000 class A2 senior secured floating rate notes at
     'AA';

  -- $41,250,000 class A3 secured deferrable interest floating
     rate notes at 'A';

  -- $12,500,000 class A4 secured deferrable interest floating
     rate notes at 'A-';

  -- $28,750,000 class B1 mezzanine deferrable interest
     floating rate notes at 'BBB';

  -- $11,250,000 class B2 mezzanine deferrable interest
     floating rate notes at 'BBB';

  -- $8,750,000 class B3 mezzanine deferrable interest floating
     rate notes at 'BBB-';

  -- $10,000,000 class B4 mezzanine deferrable interest fixed
     rate notes at 'BB'.

Dillon Read CMBS CDO 2006-1 represents a hybrid revolving
collateralized debt obligation transaction that combines the use
of synthetic and cash assets, as well as unfunded and funded
liabilities.  Dillon Read CMBS CDO 2006-1 closed on
Nov. 2, 2006 and is managed by Dillon Read Capital Management LLC.
The capital structure of the deal includes a $650 million unfunded
super senior facility and $350 million of funded notes and
subordinated notes.  The deal gains 75% of its exposure to
structured finance assets synthetically.  Synthetic exposure can
be created through the use of both funded and unfunded synthetic
securities backed by a combination of a super senior facility, a
liquidity facility and a reserve account.  The portfolio is
currently composed of commercial mortgage-backed securities
([CMBS] 85.5%), real estate investment trust debt securities
(9.5%) and commercial real estate (CRE) CDOs (5.0%).  The
collateral manager has the ability to sell 15% of the collateral
per annum on a discretionary basis during the 5 year reinvestment
period.  Dillon Read CMBS CDO 2006-1 will end its reinvestment
period in December 2011.

The affirmations are the result of stable portfolio performance
measures, such as overcollateralization ratios and weighted
average rating factor.  As of the most recent trustee report dated
Nov. 29, 2007 all OC ratios have remained stable and continue to
pass their covenants.  The current WARF on the collateral is 7.00
('BBB'/'BBB-').  The collateral has a maximum Fitch WARF of 7.20
('BBB'/'BBB-').  There have been no defaulted or distressed
securities in the portfolio, to date.   Fitch will continue to
monitor this transaction as the CDO is currently in its revolving
period in which new collateral may be purchased to replace
existing collateral, subject to re-investment criteria.

The ratings of the class A1 and A2 notes address the likelihood
that investors will receive full and timely payments of interest,
as per the governing documents, as well as the stated balance of
principal by the legal final maturity date.  The ratings of the
class A3, A4, B1, B2, B3 and B4 notes address the likelihood that
investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.


DIVERSIFIED REIT: Fitch Affirms 'BB-' Rating on $150.3MM Notes
--------------------------------------------------------------
Fitch Ratings affirms nine classes of notes issued by Diversified
REIT Trust 2000-1 Ltd./Corp. (DREIT 2000-1).  These rating actions
are effective immediately:

  -- $58,986,000 class A-2 notes affirm at 'AAA';
  -- $18,090,000 class B notes affirm at 'AAA';
  -- $26,992,000 class C notes affirm at 'AAA';
  -- $21,249,000 class D notes affirm at 'AA';
  -- $11,343,000 class E notes affirm at 'A-';
  -- $4,307,000 class F notes affirm 'BBB-';
  -- $5,025,000 class G notes affirm at 'BB+';
  -- $4,308,000 class H notes affirm at 'BB-';
  -- $150,300,000 class X notes (interest only) affirm at
     'AAA'.

DREIT 2000-1 is a collateralized debt obligation which closed Apr.
13, 2000.  DREIT 2000-1 is composed of a static pool of senior
unsecured real estate investment trust securities.

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio.  The rating affirmations reflect the
stable performance of the collateral, reduced weighted average
life due to seasoning of the portfolio, and improved credit
enhancement.  Since the last review, approximately 20.79% of the
original capital structure has paid down.  While 9.02% of the
collateral is on rating watch negative, the overall collateral
performance is expected to remain stable.  In addition, the
weighted average coupon slightly increased to 7.91% from 7.73%.
The weighted average life, demonstrating seasoning, has decreased
slightly to 1.22, as of Dec. 18, 2007, from 1.82 at last review.

The notes pay principal in sequential order and there are no over-
collateralization or interest coverage tests.


DIVERSIFIED REIT: Fitch Holds Low-B Ratings on Three Classes
------------------------------------------------------------
Fitch Ratings affirms all nine classes of notes issued by
Diversified REIT Trust 1999-1 Ltd./Corp.  These rating actions are
effective immediately:

  -- $120,942,200 class A-2 notes affirm at 'AAA';
  -- $31,125,600 class B notes affirm at 'AAA';
  -- $31,125,600 class C notes affirm at 'AAA';
  -- $41,500,800 class D notes affirm at 'AA';
  -- $23,344,200 class E notes affirm at 'BBB';
  -- $5,187,600 class F notes affirm at 'BB+';
  -- $7,781,400 class G notes affirm at 'BB-';
  -- $5,187,600 class H notes affirm at 'B';
  -- class X notes (interest only) affirm at 'AAA'.

DREIT 1999-1 is a collateralized debt obligation which closed May
26, 1999.  DREIT 1999-1 is composed of a static pool of senior
unsecured real estate investment trust securities.

Since the last review on Dec. 15, 2006, an additional 23.09% of
the original capital structure has paid down.  Fitch has reviewed
the credit quality of the individual assets comprising the
portfolio.  According to the Sept. 19, 2007 trustee report with an
adjustment for the bond that was fully paid off, the Fitch
weighted average rating factor has remained stable at 'BBB/BBB-'
as of Dec. 18, 2007.  The calculated weighted average coupon has
also remained stable and is currently at 7.49%.  The seasoning of
the collateral can be illustrated by the declining weighted
average life.  Fitch's WAL of the portfolio declined to 0.87 years
as of Dec. 18, 2007 versus 1.52 years at last review.

The notes pay principal in sequential order and there are no over-
collateralization or interest coverage tests.  There are currently
no defaulted assets in the portfolio.


DYNCORP INT'L: Bags Airlift Wing Support Contract for $357.9 Mil.
-----------------------------------------------------------------
DynCorp International Inc. has been awarded an additional option
year by the USAF 89th Airlift Wing to support the Presidential
Airlift Fleet.  The contract -- originally worth $280 million --
is now valued at $357.9 million.

The DynCorp International team received a 7th consecutive
"Excellent" evaluation by the Award Determining Board, resulting
in the award of the option through September 2010.  DI employs
500 people at Andrews Air Force Base to support this effort.

                          About Dyncorp.

DynCorp International Inc. -- http://www.dyn-intl.com/-- (NYSE:
DCP) through its operating company DynCorp International LLC, is
a provider of specialized mission-critical technical services,
mostly to civilian and military government agencies.  It
operates major programs in law enforcement training and support,
security services, base operations, aviation services and
operations, and logistics support worldwide.  Headquartered in
Falls Church, Virginia, DynCorp International LLC has
approximately 14,600 employees worldwide including Haiti.

                           *     *     *

DynCorp still carries Standard and Poor's BB- rating assigned on
June 15, 2006.  S&P said the outlook is stable.


EL PASO: Moody's Holds Ba3 Rating on $1.425 Mil. Junior Bonds
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings on various series
of El Paso Housing Financing Corporation, Multifamily Mortgage
Revenue Bonds (American Village Communities - Wallington Plaza and
Timberwolf Apartments) Series 2000.  The rating on $8,790,000 of
outstanding Senior Series 2000A bonds is A3.  The rating on
$1,300,000 of outstanding Subordinate Series 2000B bonds is Baa3.
The rating on $1,425,000 of outstanding Junior Subordinate Series
2000D bonds is Ba3.  The outlook on all series of bonds is stable.
The rating affirmations reflect the strong financial performance
of the property during 2006 and resulting high debt service
coverage levels.

Legal Security: The bonds are secured by rental revenues from
Wallington Plaza and Timberwolf Apartments, as well as several
reserve funds held by the Trustee and pledged to the benefit of
bondholders.

Interest Rate Derivatives: none

                      Credit Strength

Financial performance was consistent in 2006 with 2005
levels; Audited financial statements for FY2006 indicate that debt
service coverage was 1.65x for Senior bonds, 1.43x for Subordinate
bonds and 1.21x for Junior Subordinate bonds.  This compares to
1.70x for Seniors bonds, 1.46x for Subordinate bonds and 1.23x for
Junior Subordinate bonds in 2005.  The debt service coverage
levels are calculated based on annual debt service for each year
and consider the contributions to the replacement reserve fund as
operating expenses.

Physical occupancy remains high, with year-to-date 2007 data
showing a 97.6% occupancy rate, an improvement from 2006 occupancy
levels.  Economic occupancy is reported as 92.3%.

Management continues to maintain the properties by making
various capital repairs

According to the unaudited, rolling ledger provided by the
property management, debt service coverage has improved in 2007

                     Credit Challenges

Properties are located in El Paso, Texas, which offers
competitive single family housing alternatives to multifamily
housing, as measured by Moody's.

Risks inherent in the affordable multifamily housing sector.
Moody's considers this housing sector particularly volatile due to
the market forces that determine occupancy rates and the number of
underperforming properties that Moody's reviews.

                           Outlook

The outlook on the bonds has been affirmed at stable. The outlook
reflects the consistent performance of the property and debt
service coverage levels.

           What could change the rating - Up

Significant and consistent improvement in debt service
coverage

           What could change the rating - Down

Decline in debt service coverage for any series of bonds

Decline in occupancy rates


EL POLLO: S&P Affirms B- Rating and Removes Negative CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Costa
Mesa, California-based- El Pollo Loco Inc., including the 'B-'
corporate credit rating, and removed the ratings from CreditWatch,
where they were originally placed with negative implications on
Dec. 10, 2007.  The outlook is negative.

"The rating action follows the company's announcement that its
principal indirect shareholder, Trimaran Fund II LLC, has entered
into agreements that will facilitate its issuing a letter of
credit on behalf of El Pollo Loco," explained Standard & Poor's
credit analyst Mr. Charles Pinson-Rose.

That LOC in conjunction with one issued by El Pollo Loco will be
used as collateral against a bond in the amount of the total
estimated damages (including legal fees and interest) awarded to
El Pollo Loco S.A. de C.V. by a U.S. District Court in Texas in a
trademark lawsuit.  El Pollo Loco must post this bond while it
appeals the decision.  Standard & Poor's believes that the company
now has sufficient albeit weak liquidity to fund its operations.

The ratings on El Pollo Loco reflect its competition in the quick-
service chicken segment of the restaurant industry, regional
concentration, and highly leveraged capital structure that results
in weak cash flow protection.


EUROFRESH INC: Moody's Cuts Corporate Family Rating to Caa3
-----------------------------------------------------------
Moody's Investors Service downgraded Eurofresh, Inc.'s ratings,
including its corporate family rating to Caa3 from Caa2 and its
probability of default rating to Ca from Caa3.  The rating outlook
remains negative.

The downgrade reflects the continued erosion in reported operating
profit margin in the recent third fiscal quarter, Moody's concerns
about Eurofresh's liquidity and its need to obtain an amendment
and waiver under covenants in its bank agreement, and the
increased possibility that the company could have difficulty
meeting its debt service requirements as scheduled.  Challenges to
profitability in the first six months -- high energy costs, legal
fees, high employee turnover and relatively high number of
inexperienced workers -- also hurt the third fiscal quarter, as
expected.  However, the company has begun the process of
sequentially sterilizing all its greenhouses over the next 12-18
months in response to plant disease.  Because of this disruption,
Moody's expects that fiscal 2007 EBITDA will fall short of
original expectations.

Eurofresh has violated a covenant in its senior bank agreement,
and also expects to violate covenants at the end of December,
unless the covenants are amended.  The company is discussing a
waiver and an amendment to its bank covenants with its agent bank.
The senior bank agreement was amended in October 2006 and March
2007.

Eurofresh Inc.'s Caa3 corporate family rating reflects the
company's very weak financial metrics, tight liquidity, and
limited financial flexibility, and the increased possibility that
the company may be unable to meet its scheduled debt service
requirements.  It also reflects the company's small size and very
narrow product focus relative to larger and more diversified
competitors in the fresh fruit and vegetable industry.  The
company's ratings also incorporate the very strong market position
it has created, with likely good recovery values for secured debt
in the event of default, despite deteriorating enterprise value
due to expected softness in EBITDA.  However, there could be
material losses for unsecured senior and subordinated creditors in
the event of default.

The negative rating outlook reflects the possibility that the
company's liquidity and financial flexibility could tighten
further creating additional downward rating pressure.  This could
occur if Eurofresh fails to receive covenant relief, or if
Eurofresh exhausts availability under its $40 million bank
revolving credit facility.

Ratings downgraded:

  -- Corporate family rating to Caa3 from Caa2

  -- Probability of default rating to Ca from Caa3

  -- $170 million senior unsecured discount notes due 2013 to
     Caa3 (LGD3, 40%) from Caa2 (LGD2, 29%)

  -- $44.17 million senior subordinated discount notes due 2014
     at C (LGD5, 83%) from Ca (LGD5,71%)

Based in Wilcox, Arizona, Eurofresh, Inc., is a leading producer
of greenhouse-grown tomatoes.  Sales for the twelve months ended
Sept. 30, 2007 were approximately $169 million.


FGX INTERNATIONAL: Completes Bank Credit Facility Refinancing
-------------------------------------------------------------
FGX International has completed the refinancing of its existing
bank credit facility, resulting in a reduction in interest rates
going forward and increased borrowing capacity.

The company entered into a new $175 million credit facility
consisting of a $100 million five year term loan and a
$75 million revolving credit facility, both initially priced at
LIBOR plus 1.75%.

Proceeds from this new facility, combined with $97.2 million in
net proceeds from the company's initial public stock offering
completed Oct. 24, 2007, were used to repay approximately $218.2
million in higher interest rate indebtedness.

The new credit facility is secured by substantially all the
company's assets.  The company has an outstanding loan balance
under the new credit facility of $120 million.

The company is expected to realize interest savings of
approximately $13 million in 2008 compared with 2007 as a result
of the debt repayments from the IPO proceeds and refinancing of
the company's remaining debt at lower rates. These savings were
outlined in the company's Dec. 6, 2007,
earnings guidance.

In the fourth quarter of 2007, the company will record a pre-tax
charge on the early extinguishment of debt of $2.8 million related
to both the December 2007 refinancing and the pay-down of debt in
October 2007 with proceeds from the IPO.

"The combined effect of repaying a portion of the company's debt
with the proceeds from its IPO, and refinancing of the remaining
debt at lower rates and increased borrowing capacity, gives the
company greater financial flexibility to support its growth
initiatives," Alec Taylor, chief executive officer of FGX
International, stated.  "We will continue our strategy of
investing in our Foster Grant(R) and Magnivision(R) brands and
pursuing other strategic opportunities for growth."

The company's new credit facility is led by SunTrust Robinson
Humphrey Inc.  Branch Banking and Trust Company is syndication
agent on the credit agreement.  TD Banknorth N.A. is documentation
agent.

                    About FGX International

Headquartered in Smithfield, Rhode Island, FGX International
Holdings Limited (Nasdaq: FGXI) -- http://www.fgxi.com/-- is a
designer and marketer of non-prescription reading glasses,
sunglasses and costume jewelry with a portfolio of established,
recognized eyewear brands including Foster Grant(R) and
Magnivision(R).

As reported in the Troubled Company Reporter on Dec. 13, 2007,
The company's balance sheet, at Sept. 29, 2007, showed total
assets of $214.26 million, total liabilities of $292.3 million,
resulting to a shareholders' deficit of $78.04 million.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 10, 2007,
Standard & Poor's Ratings Services revised its ratings outlook on
FGX International Inc. to stable from negative.  At the same time,
Standard & Poor's affirmed its ratings on the company, including
the 'B' corporate credit rating.


FIRST FRANKLIN: Moody's Junks Ratings on Two Loan Classes
---------------------------------------------------------
Moody's Investors Service has downgraded three classes of
certificates from a deal issued by First Franklin Mortgage Loan
Trust in 2005.  The transaction is backed by closed-end second
lien loans.

The projected pipeline loss has been continuously increasing over
the past few months and is likely to affect the credit support for
these certificates.  Furthermore, many underlying first lien loans
are likely to have pending interest rate resets, which may cause
an increase in delinquencies and defaults on the second lien loans
in the pool.  The certificates were downgraded as the bonds'
current credit enhancement levels, including excess spread,
compared to the current projected losses may not be consistent
with the existing ratings on the bonds.

Complete rating actions are:

Issuer: First Franklin Mortgage Loan Trust 2005-FFA

  -- Cl. B-2, Downgraded to Ba2 from Baa2
  -- Cl. B-3, Downgraded to Ca from Baa3
  -- Cl. B-4, Downgraded to C from B3


FIRST INTERNATIONAL: Fitch Retains Junk Ratings on Seven Classes
----------------------------------------------------------------
Fitch Ratings affirms these First International Bank transactions:

FNBNE Business Loan Notes, series 1998-A

  -- Class A affirmed at 'AA';
  -- Class M-1 affirmed at 'BBB';
  -- Class M-2 affirmed at 'BB'.

FIB Business Loan Notes, series 2000-A

  -- Class A affirmed at 'B-/DR2'
  -- Class M-1 remains at 'C/DR6';
  -- Class M-2 remains at 'C/DR6';
  -- Class B remains at 'C/DR6'.

FIB SBA Loan-Backed Adjustable Rate Certificates, series 1999-1

  -- Class A affirmed at 'B/DR1';
  -- Class M remains at 'C/DR4';
  -- Class B remains at 'C/DR6'.

Series 2000-1

  -- Class A remains at 'CCC/DR3';
  -- Class M remains at 'C/DR6';

Series 2000-2

  -- Class A affirmed at 'BB+';
  -- Class M affirmed at 'B-/DR1'.

The affirmations are due to stable performance since Fitch's last
rating action on July 27, 2007.  The transactions have continued
to exhibit stable portfolio performance with delinquency levels
declining.  The pace of net losses has also slowed down with none
of the transactions experiencing any new net losses since last
action.  Furthermore, credit enhancement for the certificates is
sufficient at their current rating levels.


FIRST MERCURY: Moody's Puts Ratings Under Review & May Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the Baa3 insurance financial
strength rating of First Mercury Insurance Company and the Ba3
long-term issuer rating of its parent company, First Mercury
Financial Corporation, on review for possible upgrade.  At the
time of First Mercury's IPO in October 2006, Moody's had noted
that several factors could place positive pressure on the ratings,
including marked progress toward Section 404 compliance,
implementation of a new corporate governance framework by year end
2007 while maintaining solid profit margins in its business.
Accordingly, Moody's review for upgrade will focus on Section 404
compliance and details of the impending American Management
Corporation acquisition.

First Mercury's ratings reflect the company's established position
in providing general and professional liability insurance for the
security industry (e.g., security guards), its modest catastrophe
exposure, strong profit margins in its core business, and
significant cash flows from unregulated subsidiaries.  These
strengths are partly offset by the challenges associated with
being a new publicly-traded company, risks associated with recent
growth, and the company's focus on medium-tail casualty business -
- which results in uncertainty with respect to the adequacy of
loss reserves.

In addition to the factors noted above, an enduring commitment to
a financial leverage profile below 35%, together with ROEs above
10%, would be needed to move the rating higher.  Conversely, the
following factors could return the ratings to a stable outlook:
combined ratio greater than 95%, adverse reserve development in
excess of 7% of carried reserves, and operating leverage (NPW to
statutory surplus) above 1.3 times.

The last rating action on First Mercury occurred on Oct. 27, 2006
when Moody's affirmed the Baa3 rating on FMIC following the
company's IPO.

* These ratings have been placed on review for possible
   upgrade:

  -- First Mercury Financial Corporation: long-term issuer
     rating at Ba3.

  -- First Mercury Insurance Company: insurance financial
     strength at Baa3.

First Mercury Financial Corporation, headquartered in Southfield,
Michigan, is the holding company for two insurance operating
companies, a wholesale insurance broker, and a third-party
administrator for public entity insurance pools.  Its insurance
subsidiaries provide specialty insurance products and services to
the excess and surplus lines market in the United States, with
particular expertise in the security industry (e.g., security
guards, etc.).


FOREST CITY: S&P Affirms Low-B Ratings and Says Outlook is Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' issuer
credit and 'BB-' senior unsecured ratings on Forest City
Enterprises Inc.  The rating affirmations affect $837.5 million in
rated senior notes.  The outlook remains stable.

"The ratings on Forest City reflect risks associated with a large
and complex development pipeline that is dilutive in the near
term, resulting in slim debt service coverage measures," said
credit analyst Ms. Elizabeth Campbell.  "The ratings also
acknowledge a high level of secured debt that structurally
subordinates the interests of unsecured creditors.  However,
development risk is somewhat mitigated by the company's
established development track record, deep and well-seasoned
management team, and significant project pre-leasing."

The stable outlook is supported by the predictable cash flow
generated by Forest City's core real estate portfolio and
S&P's expectation that the company will continue to derive and
extract value from its assets through re-financings and sales to
meet ongoing capital needs.  Debt service coverage measures are
minimally acceptable for the current ratings, which limits upward
rating momentum.  If coverage measures fall below 1.2x, we would
revise the outlook to negative and/or lower the credit rating.


FOUR STARS: Court Okays Day Brzustowicz as Bankruptcy Counsel
-------------------------------------------------------------
Four Star Homes, Inc. obtained authority from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to employ Day,
Brzustowicz & Malkin, P.C., as its general bankruptcy counsel.

Day Brzustowicz is expected to:

   1) assist in administration of the estate and represent the
      Debtor on any legal & bankruptcy issues;

   2) prepare any legal documentation on behalf of the Debtor;

   3) furnish information and review reports for
      legal sufficiency;

   4) provide other necessary legal services connected with the
      Debtor's bankruptcy proceedings.

The Debtor tells the Court that the firm's professionals bill:

      Professional                   Hourly Rate
      ------------                   -----------
      John C. Brzustowicz, Esq.          $275
      Marjorie M. Malkin, Esq.           $275
      Paralegal                          $100

The Debtor assures the Court that no one from the firm has any
connection with the Debtor, or represent any interest that is
adverse to the Debtor's estates.

Four Stars Homes, Inc. filed for Chapter 11 protection on
Dec. 6, 2007 (Bankr. W.D. Pa. Case No. 07-27727).  Marjorie M.
Malkin, Esq. and John C. Brzustowicz, Esq., at Day, Brzustowicz &
Malkin, P.C., represent the Debtor in its restructuring efforts.
The Debtor did not disclose the amount of its assets and debts at
the date of bankruptcy.


GE BUSINESS: Fitch Holds 'BB' Ratings on Three Loan Classes
-----------------------------------------------------------
Fitch Ratings affirms these series for GE Business Loan Trust:

Series 2003-1
  -- Class A at 'AAA';
  -- Class B at 'A'.

Series 2003-2
  -- Class A at 'AAA';
  -- Class B at 'A';
  -- Class C at 'BBB'.

Series 2004-2
  -- Class IO at 'AAA';
  -- Class A at 'AAA';
  -- Class B at 'A';
  -- Class C at 'BBB';
  -- Class D at 'BB'.

Series 2005-1
  -- Class IO at 'AAA';
  -- Class A-1 at 'AAA';
  -- Class A-2 at 'AAA';
  -- Class A-3 at 'AAA';
  -- Class B at 'A';
  -- Class C at 'BBB';
  -- Class D at 'BB'.

Series 2005-2
  -- Class IO at 'AAA';
  -- Class A at 'AAA';
  -- Class B at 'A';
  -- Class C at 'BBB';
  -- Class D at 'BB'.

Series 2006-1
  -- Class IO at 'AAA';
  -- Class A at 'AAA';
  -- Class B at 'AA';
  -- Class C at 'A';
  -- Class D at 'BBB'.

Series 2006-2
  -- Class A at 'AAA';
  -- Class B at 'AA';
  -- Class C at 'A';
  -- Class D at 'BBB'.

The affirmations are due to stable performance since Fitch's last
rating action on Nov. 22, 2006.  The transactions have continued
to exhibit stable portfolio performance with low levels of
delinquencies, and zero net losses to date.  Furthermore, credit
enhancement for the certificates is sufficient at their current
rating levels.


GENESIS CLO: Moody's Assigns Low-B Ratings to Two Notes
-------------------------------------------------------
Moody's Investors Service has assigned these ratings to Notes
issued by Genesis CLO 2007-2 Ltd.:

  (1) Aaa to the $1,236,000,000 Class A Senior Secured
      Floating Rate Notes, Due 2016;

  (2) Aa2 to the $65,000,000 Class B Senior Secured
      Floating Rate Notes, Due 2016;

  (3) A2 to the $70,000,000 Class C Senior Secured
      Deferrable Floating Rate Notes, Due 2016;

  (4) Baa2 to the $55,000,000 Class D Secured Deferrable
      Floating Rate Notes, Due 2016;

  (5) Ba2 to the $46,000,000 Class E Secured Deferrable
      Floating Rate Notes, Due 2016; and

  (6) B3 to the $48,000,000 Class F Secured Deferrable
      Floating Rate Notes, Due 2016.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

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

LLCP Advisors LLC will manage the disposition of collateral on
behalf of the Issuer.


GIBSON GUITAR: Weak Credit Metrics Cue Moody's to Cut Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded Gibson Guitar Corp.'s
corporate family rating to B2 and probability of default rating to
B3 following ongoing operating performance difficulties and
Moody's expectation of continued softness in discretionary
consumer spending during 2008.  At the same time, Moody's
downgraded the rating of the first lien senior secured credit
facilities to B2 from B1.

"The downgrade reflects Gibson's continued weakening credit
metrics and Moody's expectation that discretionary consumer
spending will remain soft throughout 2008" said Kevin Cassidy Vice
President/Senior Credit Officer at Moody's Investors Service.

Gibson's consolidated operating margins (EBITA/revenue) have
continued to decrease in the twelve months ended September 2007 to
the mid single digits from high single digits, while operating
margins at the "core" subsidiaries also decreased but not as
significantly.

"The downgrade also incorporates Moody's continued concerns over
the accelerated operating weakness of Gibson's non core
subsidiaries" said Mr. Cassidy.

"The negative outlook continues to reflect Moody's concern that
Gibson's moderating operating performance and expected weak
discretionary consumer spending in 2008 may necessitate a need for
the company to revise its senior secured credit facility and amend
its covenants" said Mr. Cassidy.  He further added that "the
outlook could be stabilized if the company increases the head-room
under its leverage covenant to the high single digits or low
double digits either through paying down debt or increasing
profitability"

These ratings/assessments were downgraded/revised:

  -- Corporate family rating to B2 from B1:

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

  -- $50 million senior secured revolving credit facility due
     2012 to B2 (LGD3, 31%) from B1 (LGD3, 30%);

  -- $100 million senior secured term loan B due 2014 B2 (LGD3,
     31%) from B1 (LGD3, 30%);

Headquartered in Nashville, Tennessee, Gibson Guitar Corp.
primarily manufactures and markets acoustic and electric guitars
under the Gibson and Epiphone brand names.  The company also sells
other stringed instruments and instrument-related accessories such
as amplifiers, speakers, and picks/straps.


GILBERT TUSCANY: Section 341(a) Meeting Scheduled for January 22
----------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Gilbert
Tuscany Village LLC's creditors on Jan. 22, 2008, at 1:30 p.m., at
the U.S. Trustee Meeting Room, 230 North First Avenue, Suite 102,
in Phoenix, Arizona.

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

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

Gilbert Tuscany Village LLC filed for Chapter 11 protection on
Dec. 6, 2007 (Bankr. D. Ariz. Case No. 07-06605).  Dewain D. Fox,
Esq., at Fennemore Craig, P.C., represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and liabilities of
$1 million to $100 million.


GILBERT TUSCANY: Files List of 20 Largest Unsecured Creditors
-------------------------------------------------------------
Gilbert Tuscany Village, LLC submitted to the U.S. Bankruptcy
Court for the District of Arizona its list of 20 largest unsecured
creditors, disclosing:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Ken Schaub                         Broker Fees           $215,243
Riverside Office Plaza
1095 West Rio Salado
Parkway, Suite 201
Temppe, AZ 85281

Maricopa County Treasurer          Tax Obligation        $121,319
P.O. Box 52133
Phoenix, AZ 85072-2133

KSI Steel & Ironworks              Trade Debt             $69,106
14403 South Power Road
Higley, AZ 85236

Pinon Blanco                       Trade Debt             $67,400

Griffin Brothers                   Trade Debt             $55,511

Ferrin Electric Co. Inc.           Trade Debt             $50,305

JLM Roofing Company                Trade Debt             $40,000

Arnett Plumbing                    Trade Debt             $38,083

Shelley Bethea Gillete, P.C.       Trade Debt             $32,520

Apex National Decorators, Inc.     Trade Debt             $25,290

Father and Son Masonry             Trade Debt             $24,224

Fountain Hills Doors & Supply      Trade Debt             $23,674

Norman K. Lewis                    Trade Debt             $20,000

Inback Construction LLC            Trade Debt             $19,486

DeRito Partners                    Commission             $15,900

Magnum Opus                        Trade Debt             $13,245

Screwy & Magoo's LLC               Security Deposit       $11,650

Oracle Architecture & Planning     Trade Debt              $9,279

Southwest Install & Rework Inc.    Trade Debt              $8,725

Farnsworth Fire Protection LLC     Trade Debt              $5,900

Gilbert Tuscany Village LLC filed for Chapter 11 protection on
Dec. 6, 2007 (Bankr. D. Ariz. Case No. 07-06605).  Dewain D. Fox,
Esq., at Fennemore Craig, P.C., represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and liabilities of
$1 million to $100 million.


GINN-LA CS: Moody's Cuts Corporate Rating with Negative Outlook
---------------------------------------------------------------
Moody's Investors Service lowered the corporate family ratings of
these three land developers to Caa3 from Caa1: Ginn-LA CS
Borrower, LLC; LBREP/L SunCAL Master I, LLC; and Lake at Las Vegas
Joint Venture, together with the co-borrowers of each entity.  The
rating outlooks for the three remain negative, and the ratings of
Ginn are taken off review for downgrade.

The downgrades of the three land developers reflect the
substantially slower than expected absorption rates of lots, which
is expected to continue at least until 2009; negative cash flow
generation; covenant compliance difficulties; and the likelihood
that the appraisals underpinning the ratings will be declining
steadily going forward.

These ratings were affected:

  -- Ginn-LA CS Borrower, LLC and Ginn-LA Conduit Lender, Inc.:

  -- Corporate family rating lowered to Caa3 from Caa1

  -- Probability of default rating lowered to Caa3 from Caa1

  -- Rating on 1st lien bank credit facility lowered to Caa2
     (LGD3,40) from B3 (LGD3,37%)

  -- Rating on 2nd lien bank credit facility lowered to Ca
     (LGD6,91) from Caa3 (LGD5, 88%)

LBREP/L SunCAL Master I, LLC:

  -- Corporate family rating lowered to Caa3 from Caa1

  -- Probability of default rating lowered to Caa3 from Caa1

  -- Rating on 1st lien bank credit facility lowered to Caa2
     (LGD3,30) from B2 (LGD3,31%)

  -- Rating on 2nd lien bank credit facility lowered to Ca
     (LGD5,76) from Caa2 (LGD5, 77%)

Lake at Las Vegas Joint Venture and LLV-1, LLC:

  -- Corporate family rating lowered to Caa3 from Caa1

  -- Probability of default rating lowered to Caa3 from Caa2

  -- Rating on 1st lien bank credit facilities lowered to Caa3
     (LGD3,37) from Caa1(LGD3,33%)

Ginn-LA CS Borrower, LLC and Ginn-LA Conduit Lender, Inc. were
formed in 2006 by affiliates of Lubert Adler funds and the Ginn
Companies to acquire and develop four resort or private club
projects in Grand Bahama Island, Naples and Port St. Lucie,
Florida and Boone, N.C.

LBREP/L SunCal Master I, LLC is a single-purpose entity formed by
affiliates of SunCal Companies and Lehman Real Estate to acquire
and develop four master planned communities encompassing a total
of 11,702 lots on 5,452 acres located in Southern California.  The
communities being developed are located in Kern County, Ventura
County, and Riverside County.

Headquartered in Las Vegas, Nevada, Lake at Las Vegas Joint
Venture and its co-borrower, LLV-1, LLC, own and operate the Lake
Las Vegas Resort, a 3592-acre master planned residential and
resort destination located 17 miles east of the Las Vegas strip.


GLOBAL POWER: To Emerge from Chapter 11 by End of January 2008
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
confirmed Global Power Equipment Group Inc.'s plan of
reorganization.  Based on the Court's ruling, Global Power expects
to emerge from chapter 11 by the end of January 2008.

Following a confirmation hearing held on Thursday, Dec. 20, 2007,
the Hon. Brendan L. Shannon said the company had met all of the
necessary requirements to confirm its plan.  The confirmation
hearing followed a creditor vote in which all impaired classes
under the plan overwhelmingly voted in favor of the plan.  The
plan will become effective and the company will emerge from
chapter 11 once certain conditions are satisfied, including the
closing of the company's exit financing.

As previously said, Global Power's Plan includes a rights offering
available to existing equity holders for the issuance of new
common stock of the reorganized company backstopped in an amount
up to $90 million by a group of existing equity holders.  It also
provides payment in full, in cash, of all allowed claims of
creditors of the company and the company's Williams and Braden
subsidiaries.  Allowed unsecured claims against the company's
Deltak subsidiary will be satisfied by the establishment of a cash
reserve of $34 million which will be used to fund payments (of up
to 100%) to holders of allowed unsecured claims against Deltak.

John Matheson, President and Chief Executive Officer of Global
Power, said, "Confirmation of our plan marks a significant
achievement and is the result of the tireless efforts of the
company and representatives of its major constituencies in gaining
consensus with literally thousands of stakeholders.  We want to
thank our customers, employees and stakeholders for their
continued support throughout our successful reorganization.  The
company looks forward to emerging as a stronger enterprise that
will continue to provide our customers with the highest quality
products and service."

                        About Global Power

Based in Oklahoma, Global Power Equipment Group Inc. (Pink Sheets:
GEGQQ) -- http://www.globalpower.com/-- is a design, engineering
and manufacturing firm providing an array of equipment and
services to the energy, power infrastructure and process
industries.  The company designs, engineers and manufactures a
comprehensive portfolio of equipment for gas turbine power plants
and power-related equipment for industrial operations, and has
over 40 years of power generation industry experience.  The
company's equipment is installed in power plants and in industrial
operations in more than 40 countries on six continents.  In
addition, the company provides routine and specialty maintenance
services to nuclear, coal-fired, fossil, and hydroelectric power
plants and other industrial operations.

The company has facilities in Plymouth, Minnesota; Tulsa,
Oklahoma; Auburn, Massachusetts; Atlanta, Georgia; Monterrey,
Mexico; Shanghai, China; Nanjing, China; and Heerleen, The
Netherlands.

The company filed for chapter 11 protection on Sept. 28, 2006
(Bankr. D. Del. Case No. 06-11045).  Thomas E. Lauria, Esq.,
Matthew C. Brown, Esq., Gerard Uzzi, Esq., John Cunningham, Esq.,
and Frank Eaton, Esq., at White & Case LLP; and Jeffrey M.
Schlerf, Esq., Eric M. Sutty, Esq., and Mary E. Augustine, Esq.,
at The Bayard Firm, represent the Debtors.  Kurtzman Carson
Consultants LLC acts as the Debtors' noticing and claims agent.
At Oct. 31, 2006, Global Power's balance sheet showed total assets
of $177,758,000 and total debts of $99,017,000

Jeffrey S. Sabin, Esq., and David M. Hillman, Esq., at Schulte
Roth & Zabel LLP; and Adam G. Landis, Esq., and Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP, represent the Official Committee
of Unsecured Creditors.  The Official Committee of Equity Security
Holders is represented by Howard L. Siegel, Esq., and Steven D.
Pohl, Esq., at Brown Rudnick Berlack Israels LLP.


GREAT ATLANTIC: Consummates Public Offering of Senior Notes
-----------------------------------------------------------
The Great Atlantic & Pacific Tea Company Inc. has consummated its
public offering of $165 million aggregate principal amount of
convertible senior notes due 2011 and $255 million aggregate
principal amount of convertible senior notes due 2012.

The principal amount of the notes issued reflects the full
exercise of the underwriters' over-allotment options with respect
to both series of notes.

Banc of America Securities LLC and Lehman Brothers Inc. acted as
joint book running managers for the offering.

The company entered into convertible note hedge and warrant
transactions with financial institutions that are affiliates of
the underwriters of the notes to increase the effective conversion
price of the notes.  The company had also entered into share
lending agreements with affiliates of the underwriters to lend
such affiliates up to 11,278,988 shares of the company's common
stock.

Pursuant to these agreements, the company loaned 8,134,002 shares
of its common stock to these entities who then sold 6,300,752 of
them to the public in a public offering which was consummated.

The company did not receive any proceeds from the sale of these
shares, other than a nominal lending fee.

The net proceeds of the offering of the notes were used to prepay
in full and terminate the company's $370 bridge loan facility and
pay a portion of the net costs of the convertible note hedge and
warrant transactions.

UBS served as financial advisor to the company in these financing
transactions.

Founded in 1859, A&P is one of the nation's first supermarket
chains. The Company

                      About Great Atlantic

Founded in 1859, The Great Atlantic & Pacific Tea Company Inc.
(NYSE: GAP) -- http://www.aptea.com/-- operates 455 stores in 8
states and the District of Columbia under the following trade
names: A&P, Pathmark, Waldbaum's, The Food Emporium, Super
Foodmart, Super Fresh and Food Basics.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2007,
Moody's Investors Service confirmed A&P's ratings, including its
corporate family rating at B3 and speculative grade liquidity
rating of SGL-3.  Moody's also assigned a B2 rating to the
company's new $370 million senior secured bridge loan, well as a
prospective (P)Caa1 rating to a planned issue of senior unsecured
convertible bonds.  The outlook on all ratings is stable.

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Standard & Poor's Ratings Services raised its corporate credit
rating on the Great Atlantic & Pacific Tea Co. Inc. to 'B' from
'B-' and removed all of the ratings from CreditWatch, where they
were placed with positive implications on Sept. 17, 2007.


GREENMAN TECH: Sept. 30 Balance Sheet upside-Down by $10.9 Mil.
---------------------------------------------------------------
GreenMan Technologies Inc. reported results for the three and
twelve months ended Sept. 30, 2007.

The company has net income for the three months ended Sept. 30,
2007 was $657,000 as compared to a net loss of $38,000 for the
three months ended Sept. 30, 2006.

The company reported net income of $313,000 for the fiscal year
ended Sept. 30, 2007 was as compared to a net loss of
$3.7 million for the fiscal year ended Sept. 30, 2006.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $9.29 million total liabilities of $20.19 million and total
shareholders' deficit of $10.90 million.

The company's balance sheet at Sept. 30, 2007, also showed
strained liquidity with $3.76 million in total current assets
available to pay $4.24 million in total current liabilities.

                About GreenMan Technologies

Based in Lynnfield, Massachusetts, GreenMan Technologies Inc.
(OTCBB: GMTI) -- http://www.greenman.biz/-- together with its
subsidiaries, engages in collecting, processing, and marketing
scrap tires in whole, shredded, or granular form in the United
States and Canada.  The company recycles this material into many
interesting and useful applications.  The company markets its
products and services through a direct sales staff.  The company
was founded in 1992 and currently operates processing facilities
in Savage, Minnesota, and Des Moines, Iowa.  The two facilities
process nearly 14 million tires out of the nearly 300 million
scrap tires created in the U.S. each year.


GREENPOINT MORTGAGE: Moody's Junks Ratings on Two Certificates
--------------------------------------------------------------
Moody's Investors Service has downgraded 2 certificates from
Greenpoint Mortgage Funding Trust 2007-HE1, Mortgage-Backed Notes,
Series 2007-HE1.  The transaction is backed by home equity lines
of credit loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The underlying pool of loans has
seen a high rate of early default with continued growth in the
delinquency pipeline despite the realization of losses.  As of
November 2007, the pool has $51,666,836 loans that are 60 or more
days delinquent, in bankruptcy, foreclosure or REO.

The complete rating actions are:

Issuer: Greenpoint Mortgage Funding Trust 2007-HE1

Downgrade:

  -- Class B-1, Downgraded to C from Baa2;
  -- Class B-2, Downgraded to C from Ba1.


GREENWICH CAPITAL: Fitch Holds Low-B Ratings on Six Cert. Classes
-----------------------------------------------------------------
Fitch has affirmed all classes of Greenwich Capital Commercial
Mortgage Trust 2006-RR1, commercial mortgage-backed securities
pass-through certificates, as:

  -- $429.6 million class A1 'AAA';
  -- $122.3 million class A2 'AAA';
  -- $16.5 million class B 'AA+';
  -- $9.9 million class C 'AA';
  -- $5.0 million class D 'AA-';
  -- $13.2 million class E 'A+';
  -- $5.8 million class F 'A';
  -- $14.9 million class G 'A-';
  -- $11.6 million class H 'BBB+';
  -- $5.0 million class J 'BBB';
  -- $6.6 million class K 'BBB-';
  -- $5.0 million class L 'BB+';
  -- $3.3 million class M 'BB';
  -- $2.5 million class N 'BB-';
  -- $3.3 million class O 'B+';
  -- $0.8 million class P 'B';
  -- $1.7 million class Q 'B-';

Fitch does not rate class S.

GCCFC 2006-RR1 is a static CMBS resecuritization, which closed
Nov. 8, 2006.  Redwood Asset Management, rated 'CAM1-' by Fitch as
a CDO asset manager, serves as the collateral administrator.

The affirmations reflect the expected performance of the
underlying collateral.  The certificates are collateralized by all
or a portion of 74 classes of fixed rate CMBS in 34 separate
underlying transactions representing a well-diversified portfolio.
Two assets, representing 1.3% of the portfolio, are below
investment grade.  The CDO has no exposure to assets rated below
'BB', and does not contain any first losses pieces.

As of the November 2007 trustee report, the transaction has had no
rating migration and has had no changes to the outstanding
collateral balance since issuance.

Based on Fitch's actual rating or on Fitch's internal credit
assessment for those classes not rated by Fitch, the weighted
average rating factor of the underlying bonds has remained stable
in the 'BBB/BBB-' category since last review.  The CMBS assets in
the collateral pool are concentrated in the 2006 vintage (86.6%),
and also contain assets from 1998 (0.5%) and 2005(13.0%) vintages.
Approximately 80% of all underlying transactions have a named
special servicer with a Fitch rating of 'CSS1'.

Delinquencies in the underlying transactions are: 30 days (0.03%);
60 days (0.09%); 90 days or more (0.07%); foreclosure (0.33%) and
REO (0.0%).

The ratings of all classes address the likelihood that investors
will receive full and timely payment of interest, as per the
governing documents, as well as the stated balance of principal by
the legal final maturity date.


GRUSAF LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Grusaf, L.L.C.
        211 East International Boulevard
        Daytona Beach, FL 32118

Bankruptcy Case No.: 07-12701

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        R.X. Realty, Inc.                          07-08444
        F.E.M.I. International, Inc.               07-10904
        C.W.C. Construction Group, L.L.C.          07-11943
        Madeira South, L.L.C.                      07-12104

Type of Business: The Debtor develops condominiums.

Chapter 11 Petition Date: December 21, 2007

Court: Middle District of Florida (Tampa)

Judge: Michael G. Williamson

Debtor's Counsel: Buddy D. Ford, Esq.
                  115 North MacDill Avenue
                  Tampa, FL 33609
                  Tel: (813) 877-4669
                  Fax: (813) 877-5543

Grusaf, LLC's Financial Condition:

Total Assets: $8,597,605

Total Debts: $11,215,902

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Carter Electric Co.            Lien                  $86,510
231 Jean Street
Daytona Beach, FL 32114

General Electric Appliances    Lien                  $80,314
P.O. Box 281865
Atlanta, GA 30384-1865

Tri-County Reinforcing         Lien                  $65,463
95 port Royal Drive
Palm Coast, FL 32164

Fashion Tile                   Services              $49,570

Exotic Marble                  Lien Litigation       $49,349

East Coast Underground         Lien                  $47,242

Workers Temporary Staffing                           $38,840

Koontz Heating & Air           Lien                  $32,039

Wiginton Fire Systems          Lien                  $28,773

I.C.I. Paints                  Lien Litigation       $25,488

Plummer, Inc.                  Lien                  $24,637

United Construction                                  $20,746

A.A.A. Welding & Security      Lien                  $20,704

Rental Service Corp            Service               $17,290

Volusia County Tax Col.        Property Taxes        $15,986

Lloyd's Exercise Equipment     Purchases             $12,567

Valiant Products                                     $12,281

D.E.V.M.A.X., L.L.C.           Project Management,   $11,886
                               Acetg.,Legal

Mark Dowst & Associates        Lien                  $10,983

Planson, III                   Lien                  $10,086


GSAMP 2005-HE4: Fitch Chips Rating on $18.3MM Certs. to BB
----------------------------------------------------------
Fitch Ratings has taken these rating actions on GSAMP 2005-HE4
mortgage pass-through certificate.  Affirmations total
$500.7 million and downgrades total $38 million.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

Series GSAMP 2005-HE4

  -- $231.1 million class A-1, R-1, R-2, R-3, A-2B, A-2C
     affirmed at 'AAA' (BL: 69.88, LCR: 3.99);

  -- $57.8 million class M-1 affirmed at 'AA+'
     (BL: 60.04, LCR: 3.43);

  -- $54.9 million class M-2 affirmed at 'AA+'
     (BL: 50.68, LCR: 2.89);

  -- $37.3 million class M-3 affirmed at 'AA'
     (BL: 43.88, LCR: 2.51);

  -- $26.3 million class M-4 affirmed at 'AA-'
     (BL: 39.51, LCR: 2.26);

  -- $26.3 million class M-5 affirmed at 'A+'
     (BL: 35.03, LCR: / 2.00);

  -- $23.4 million class M-6 affirmed at 'A'
     (BL: 30.99, LCR: 1.77);

  -- $24.9 million class B-1 affirmed at 'A-'
     (BL: 26.63, LCR: 1.52);

  -- $18.3 million class B-2 affirmed at 'BBB+'
     (BL: 23.47, LCR: 1.34);

  -- $19.7 million class B-3 downgraded to 'BBB-' from 'BBB'
     (BL: 20.12, LCR: 1.15);

  -- $18.3 million class B-4 downgraded to 'BB' from 'BBB-'
     (BL: 17.66, LCR: 1.01).

Deal Summary

  -- Originators: %: Fremont (49%), GS Conduit (21%);
  -- 60+ day Delinquency: 28.97%;
  -- Realized Losses to date (% of Original Balance): 1.75%;
  -- Expected Remaining Losses (% of Current Balance): 17.51%;
  -- Cumulative Expected Losses (% of Original Balance): 8.75%.

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.


GSAMP 2007-H1: Fitch Cuts Ratings on $57.6 Million 2007-H1 Certs.
-----------------------------------------------------------------
Fitch Ratings affirms $188.9 million and downgrades $57.6 million
on GSAMP 2007-H1 mortgage pass-through certificate.  In addition,
$23.1 million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

GSAMP 2007-H1

  -- $33.8 million class A-1A affirmed at 'AAA'
     (BL: 55.51, LCR: 2.86);

  -- $26.6 million class A-1B affirmed at 'AAA'
     (BL: 43.32, LCR: 2.23);

  -- $10.6 million class A-1C rated 'AAA', placed on Rating
     Watch Negative (BL: 41.55, LCR: 2.14);

  -- $33.9 million class A-2A1 affirmed at 'AAA'
     (BL: 55.51, LCR: 2.86);

  -- $8.2 million class A-2A2M affirmed at 'AAA'
     (BL: 55.51, LCR: 2.86);

  -- $24.6 million class A-2A2S affirmed at 'AAA'
     (BL: 55.51, LCR: 2.86);

  -- $61.5 million class A-2B affirmed at 'AAA'
     (BL: 42.27, LCR: 2.18);

  -- $12.4 million class A-2C rated 'AAA', placed on Rating
     Watch Negative (BL: 39.11, LCR: 2.01);

  -- $11.5 million class M-1 downgraded to 'AA-' from 'AA+'
     (BL: 35.19, LCR: 1.81);

  -- $10.6 million class M-2 downgraded to 'A+' from 'AA'
     (BL: 31.39, LCR: 1.62);

  -- $6 million class M-3 downgraded to 'A' from 'AA-'
     (BL: 29.15, LCR: 1.5);

  -- $5.6 million class M-4 downgraded to 'BBB+' from 'A+'
     (BL: 27.03, LCR: 1.39);

  -- $5.6 million class M-5 downgraded to 'BBB' from 'A'
     (BL: 24.85, LCR: 1.28);

  -- $5 million class M-6 downgraded to 'BBB-' from 'A-'
     (BL: 22.76, LCR: 1.17);

  -- $4.5 million class M-7 downgraded to 'BB' from 'BBB+'
     (BL: 20.70, LCR: 1.07);

  -- $4.2 million class M-8 downgraded to 'BB' from 'BBB'
     (BL: 20.03, LCR: 1.03);

  -- $4.4 million class M-9 downgraded to 'BB' from 'BBB-'
     (BL: 20.03, LCR: 1.03).

Deal Summary

  -- Originators: Decision One (42.27%), SouthStar (29.79%);
  -- 60+ day Delinquency: 14.70%;
  -- Realized Losses to date (% of Original Balance): 0.21%;
  -- Expected Remaining Losses (% of Current Balance): 19.41%;
  -- Cumulative Expected Losses (% of Original Balance):
     18.25%.

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.


GSAMP TRUST: Moody's Junks Ratings on Three Classes of Certs.
-------------------------------------------------------------
Moody's Investors Service has downgraded nine classes of
certificates and placed on review for possible downgrade one class
of certificates from two deals issued by GSAMP Trust in 2005.  The
transactions are backed by closed-end second lien loans.

The projected pipeline has been continuously increasing over the
past few months and is likely to affect the credit support for
these certificates.  Furthermore, many underlying first lien loans
are likely to have pending interest rate resets, which may cause
an increase in delinquencies and defaults on the second lien loans
in the pool.  The certificates were downgraded as the bonds'
current credit enhancement levels, including excess spread,
compared to the current projected losses may not be consistent
with the existing ratings on the bonds.

Complete rating actions are:

Issuer: GSAMP Trust 2005-S1, Deal Factor 9.3%

  -- Cl. M-2, Downgraded to Baa2 from A2
  -- Cl. B-1, Downgraded to Ca from Baa2
  -- Cl. B-2, Downgraded to C from Baa3
  -- Cl. B-3, Downgraded to C from Caa1

Issuer: GSAMP Trust 2005-S2, Deal Factor 9.7%

  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently A2

  -- Cl. M-3, Downgraded to Ba1 from A3
  -- Cl. M-4, Downgraded to Ba3 from Baa1
  -- Cl. B-1, Downgraded to B1 from Baa2
  -- Cl. B-2, Downgraded to Ca from Baa3
  -- Cl. B-3, Downgraded to C from B2


GS MORTGAGE: Fitch Downgrades Rating on Class M-2 Certs. to B-
--------------------------------------------------------------
Fitch has taken rating actions on GS Mortgage Securities Corp.
mortgage pass-through certificate:

GSRPM 2002-1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'A';
  -- Class M-2 downgraded to 'B-/DR1' from 'BB';
  -- Class B remains at 'C/DR5';

The affirmations, affecting approximately $37.5 million of the
outstanding balances, are taken as a result of a satisfactory
relationship of credit enhancement to expected losses.  The
downgrades, affecting approximately $9.3 million of the
outstanding balances, are taken as a result of a deteriorating
relationship between expected losses and credit enhancement.

The collateral of the above transaction consists of performing and
re-performing, seasoned, residential mortgage loans.  As of the
November 2007 distribution date, delinquencies (loans delinquent
more than 60 days, inclusive of loans in foreclosure, bankruptcy,
and real estate owned) are 35.65%, with losses to date of 11.31%.

The above transaction is 66 months seasoned, with pool factor of
17%.


GSC ABS: Moody's Junks Ratings on Two Classes of Notes
------------------------------------------------------
Moody's Investors Service has downgraded ratings of four classes
of notes issued by GSC ABS CDO 2006-4u, Ltd., and left on review
for possible further downgrade ratings of three of these classes
of notes.  The notes affected by the rating action are:

Class Description: Up to $502,000,000 Class A-S1VF Senior Secured
Floating Rate Notes Due 2046

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $85,000,000 Class A1 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $45,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $45,000,000 Class A3 Senior Secured Deferrable
Floating Rate Notes Due 2046

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Oct. 31, 2007, of an event of default
caused by a failure of the Net Outstanding Portfolio Collateral
Balance plus the balance of the Short Synthetic Security Reserve
Account to be greater than or equal to the sum of the Commitment
Amount plus the Aggregate Outstanding Amount of the Class A-1S1VF
Notes plus the Aggregate Outstanding Amount of the Class A1 Notes,
as required under Section 5.1(h) of the Indenture dated Oct. 6,
2006.

GSC ABS CDO 2006-4u, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Net outstanding Portfolio
Collateral Balance plus the balance of the Short Synthetic
Security Reserve Account failed to be greater than or equal to the
sum of the amounts described above.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A-S1VF, Class A1, and the Class A2 Notes remain on review
for possible downgrade.


HARRAH'S ENT: Completes Regulatory Approvals on Merger Deal
-----------------------------------------------------------
Harrah's Entertainment Inc. recently obtained regulatory approval
from the National Indian Gaming Commission allowing the
consummation of the proposed acquisition of Harrah's by affiliates
of Apollo Global Management L.P. and TPG Capital to proceed while
the NIGC finalizes its review.

NIGC's approval completes all regulatory approvals needed to close
the transaction.

Harrah's previously obtained regulatory approvals from these
state agencies:

    Nevada Gaming Commission
    Pennsylvania Gaming Control Board
    Louisiana Gaming Control Board
    Iowa Racing and Gaming Commission
    Missouri Gaming Commission
    Illinois Gaming Board
    Indiana Gaming Commission
    Mississippi Gaming Commission
    New Jersey Casino Control Commission

The transaction is expected to close in early 2008.

As reported in the Troubled Company Reporter on Dec. 20, 2006,
Harrah's entered into a definitive agreement for affiliates of
Texas Pacific Group and Apollo Management L.P. to acquire
Harrah's in an all-cash transaction valued at approximately
$27.8 billion, including the assumption of approximately
$10.7 billion of debt.

Under the terms of the agreement, Harrah's stockholders will
receive $90.00 in cash for each outstanding Harrah's share.  This
represents a premium of approximately 36% over Harrah's closing
share price on Sept. 29, 2006, the last trading day before
disclosure of the initial offer made by Apollo and TPG to acquire
Harrah's for $81.00 per share.

                   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.


HARRAH'S ENT: Commences Tender Offers for Conv. Debt Securities
---------------------------------------------------------------
Harrah's Operating Company Inc., a subsidiary of Harrah's
Entertainment Inc., is commencing cash tender offers and consent
solicitations for five series of outstanding debt securities.

In addition, Harrah's Operating and Harrah's Entertainment are
commencing a cash tender offer and consent solicitation for one
series of outstanding convertible debt securities.

The tender offers and consent solicitations are being conducted
in connection with the previously announced agreement of Harrah's
Entertainment to be merged with an affiliate of Apollo Global
Management LLC and TPG Capital LP.

Completion of the tender offers and consent solicitations is not
a condition to completion of the merger.  However, each tender
offer and consent solicitation is itself subject to the
satisfaction of certain conditions, including the satisfaction
of the conditions precedent to the merger as stated in the
agreement and plan of merger dated as of Dec. 19, 2006, by
and among Harrah's Entertainment, Hamlet Holdings LLC and Hamlet
Merger Inc., and the receipt of consents of the noteholders
representing a majority of the outstanding principal amount of
each series of the securities.  The consent solicitation with
respect to each series of securities is not conditioned upon
receipt by the company of the requisite consent for any other
series of securities.

If Harrah's Operating and, in the case of the convertible debt
securities, Harrah's Entertainment, make a material change in
the terms of any offer or consent solicitation or the information
concerning any offer or consent solicitation, they will then
disseminate additional offering materials and extend such offer
or, if applicable, consent solicitation, to the extent required by
law.

                        Debt Securities

The tender offers and consent solicitations with respect to the
$250,000,000 principal amount outstanding of Senior Floating Rate
Notes due 2008 (CUSIP No. 413627AR1) and the other notes will
expire at 8:00 a.m., New York City time, on Jan. 23, 2008, unless
extended or earlier terminated by Harrah's Operating.

In order to be eligible to receive the total consideration, which
includes the consent payment, holders must validly tender, and not
validly withdraw, their Debt Securities prior to 5:00 p.m., New
York City time on Jan. 7, 2008, unless extended or earlier
terminated by Harrah's Operating.

Holders tendering their Debt Securities after the applicable
Consent Payment Deadline but prior to the applicable Expiration
Date will be eligible to receive an amount equal to the tender
offer consideration, which is the total consideration less the
consent payment.

Debt Securities purchased in the tender offers will be paid for on
the applicable payment date for each tender offer, which, assuming
the tender offers are not extended, is expected to be promptly
after the applicable Expiration Date.  Payment for Debt Securities
validly tendered and accepted will include accrued and unpaid
interest to, but not including, the applicable payment date.

Tenders of debt securities prior to the Consent Payment Deadline
may be validly withdrawn and consents may be validly revoked at
any time prior to the Consent Payment Deadline, but not
thereafter.  Accordingly, tenders of Debt Securities and the
related consents delivered after the Consent Payment Deadline will
be irrevocable.

The tender offer consideration for the Floating Rate Notes
(CUSIP No. 413627AR1; ISIN No. US413627AR15) is $970, and the
total consideration for the Floating Rate Notes is $1,000, in each
case for each of the $1,000 principal amount of the Floating Rate
Notes tendered and accepted for purchase, pursuant to the tender
offers.  The consent payment included in the total consideration
for the Floating Rate Notes is $30.00 for each $1,000 principal
amount of the Floating Rate Notes validly tendered and not validly
withdrawn prior to the Consent Payment Deadline.

The total consideration for each $1,000 principal amount of the
remaining series of Debt Securities validly tendered and not
validly withdrawn pursuant to the tender offers is the price equal
to:

   (i) the sum of:

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

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

           (A) the yield to maturity on the applicable U.S.
               Treasury Security, as calculated by Citi, as lead
               dealer manager, in accordance with standard market
               practice, based on the bid-side price of such
               reference security as of 2:00 p.m., New York City
               time, on Jan. 8, 2008, unless modified by Harrah's
               Operating in its sole discretion, as displayed on
               the page of the Bloomberg Government Pricing
               Monitor or any recognized quotation source selected
               by Citi in its sole discretion if the Bloomberg
               Government Pricing Monitor is not available
               or is manifestly erroneous; plus

           (B) the Applicable Spread, minus

  (ii) accrued and unpaid interest to, but not including, the
       scheduled payment date.

Holders tendering their Debt Securities will be required to
consent to the proposed amendments to the indentures governing the
Debt Securities, which would eliminate or make less restrictive
substantially all of the restrictive covenants, as well as certain
events of default and related provisions, in the indentures. The
tender offers and consent solicitations are being made pursuant to
the terms and conditions set forth in the Offer to Purchase and
Consent Solicitation Statement dated December 21, 2007 for the
Debt Securities and the related Letter of Transmittal and Consent
(the "Debt Securities Offer to Purchase").

                   Convertible Debt Securities

Concurrent with the tender offers and consent solicitations for
the Debt Securities, Harrah's Operating and Harrah's Entertainment
are separately commencing a cash tender offer and consent
solicitation with respect to the $375,000,000 principal amount
outstanding of Floating Rate Contingent Convertible Senior Notes
due 2024 of Harrah's Operating (CUSIP No. 127687AA9; CUSIP No.
127687AB7; ISIN No. US127687AB73; ISIN No. US127687AA90).

The tender offer and consent solicitation with respect to the
Convertible Debt Securities will expire at 8:00 a.m., New York
City time, on Jan. 23, 2008, unless extended or earlier terminated
by Harrah's Operating and Harrah's Entertainment.

The consideration for each $1,000 principal amount of Convertible
Debt Securities validly tendered and not validly withdrawn
pursuant to the tender offer and consent solicitation is
$1,379.52, plus accrued and unpaid interest to, but not including,
the payment date, which is expected to be promptly after the
expiration date.

Holders tendering their Convertible Debt Securities will be
required to consent to the proposed amendments to the indenture
governing the Convertible Debt Securities, which would eliminate
or make less restrictive substantially all of the restrictive
covenants, as well as certain events of default and related
provisions, in the indenture.  The tender offer and consent
solicitation is being made pursuant to the terms and conditions
stated in the Offer to Purchase and Consent Solicitation Statement
dated Dec. 21, 2007 for the Convertible Securities and the related
Letter of Transmittal and Consent.

Harrah's Operating and Harrah's Entertainment have retained Citi
to act as lead dealer manager in connection with the tender offers
and consent solicitations. Questions about the tender offers and
consent solicitations may be directed to Citi at (800) 558-3745
(toll free) or (212) 723-6106 (collect).  Copies of the Offer
Documents and other related documents may be obtained from Global
Bondholder Services Corporation, the information agent for the
tender offers and consent solicitations, at (866) 924-2200 (toll
free) or (212) 430-3774 (for banks and brokers only).

                   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.


HELLER SBA: Fitch Affirms 'BB' Rating on Class B Certificates
-------------------------------------------------------------
Fitch Ratings has affirmed these Heller SBA Pass-Through
Adjustable Rate Certificates:

Series 1998-1:

  -- Class X at 'AAA';
  -- Class A at 'AAA';
  -- Class M-1 at 'AA';
  -- Class M-2 at 'A';
  -- Class M-3 at 'BBB';
  -- Class B at 'BB'.

The affirmations are due to stable performance since Fitch's last
rating action on Nov. 22, 2006.  The transaction has seen a slight
uptick in delinquencies, but the pace of net losses has slowed
down as no new net losses have been realized since the last
action.  Furthermore, credit enhancement for the certificates is
sufficient at their current rating levels.


HOUGHTON INT'L: Moody's Withdraws Ratings After Sale
----------------------------------------------------
Moody's Investors Service withdrew Houghton International, Inc.'s
corporate family rating and issue ratings following the
acquisition of the company by an affiliate of AEA Investors LLC.
The rated debt was repaid upon closing of the acquisition on Dec.
19, 2007.  The ratings actions are:

- Ratings withdrawn:

Houghton International, Inc.

  -- Corporate family rating -- B2

  -- Probability of default rating -- B2

  -- $90mm Gtd Sr Sec Term Loan due 2011, B2

  -- $25mm Gtd Sr Sec Revolving Credit Facility due 2010, B2

Houghton is a closely-held specialty chemicals manufacturer and
services firm headquartered in Valley Forge, Pennsylvania, with a
focus on metalworking fluids and chemical management services.
Revenues were $503 million for LTM ended Sept. 30, 2007.


HOVNANIAN ENT: Posts $469 Mil. Net Loss in 4th Qtr. Ended Oct. 31
-----------------------------------------------------------------
Hovnanian Enterprises Inc. reported results for its fourth quarter
and fiscal year ended Oct. 31, 2007.

Including the effect of the company's accounting interpretation
of FAS 109, the company reported an after tax loss of $469 million
for the final three months of fiscal 2007, compared with a net
loss of $118 million in the fourth quarter of fiscal 2006.  For
the full year, the company reported an after tax loss of $638
million, compared with net income of $139 million in fiscal 2006.

Total revenues were $4.8 billion for fiscal 2007, a decrease of
21.9% compared to last year.  Fourth quarter revenues were
$1.4 billion for fiscal 2007, down 20.3% from last year's fourth
quarter.

Excluding unconsolidated joint ventures, the company delivered
13,564 homes with an aggregate sales value of $4.6 billion in
fiscal 2007, down 24.4% from 17,940 home deliveries with an
aggregate sales value of $5.9 billion in fiscal 2006.  In the
fourth quarter, the company delivered 3,969 homes with an
aggregate sales value of $1.3 billion in fiscal 2007, a decline of
22.0% in sales value from the fourth quarter in fiscal 2006.

The company generated $376 million of positive cash flow from
operations during the fourth quarter of fiscal 2007.

Excluding land-related and intangible charges, the company
reported a pretax loss of $21 million for the twelve month period.
For the fourth quarter, the pretax loss excluding land-related and
intangible charges was $30 million.  Including all land-related
and intangible charges, the company reported a pre-tax loss of
$647 million for the full year and $413 million for the fourth
quarter.

During the fourth quarter of fiscal 2007, the company incurred a
total of $383 million of pretax charges including land impairments
of $168 million, intangible impairments of $78 million and write-
offs of predevelopment costs and land deposits of $105 million, as
well as $32 million representing its equity portion of write-offs
and impairment charges in unconsolidated joint ventures.  Similar
charges in the fourth quarter of fiscal 2006 totaled $322 million.

For the full year, the company recognized pre-tax charges totaling
$626 million, including $332 million related to land impairments,
$135 million of charges associated with intangible impairments,
write-off of predevelopment costs and land deposits of
$126 million and $33 million representing its equity portion of
write-offs and impairment charges in unconsolidated joint
ventures.  Similar charges in fiscal 2006 totaled $343 million.

                   FAS 109 Non-Cash Tax Charge

After a recent consultation with its auditors and the company's
own research regarding the application of FAS 109, the company
concluded it should book a $216 million after-tax non-cash
valuation allowance during its fourth quarter by recording a
reserve of that amount against its deferred tax assets.  The FAS
109 charge was for GAAP purposes only.  For tax purposes, the tax
deductions associated with the company's deferred tax assets may
be carried forward for 20 years.

                            Total Debt

The company reduced its total debt outstanding by $390 million
from the end of the third quarter, leaving $207 million drawn on
its $1.5 billion revolving credit facility after repayment of
$140 million of 10-1/2% senior notes that matured in October and
were discharged early in August.

The company's average ratio of net recourse debt to capital for
the year was 56.3% and the ratio was 61.4% at year end.  Excluding
the impact of the FAS 109 charge, the company's ratio of net
recourse debt to capital at year end would have been 57.8%.

                     Comments from Management

"Considering the challenging market conditions that homebuilders
are continuing to face, we are pleased to have exceeded our
expectations for cash generation in the fourth quarter and to have
paid down our debt levels more than we projected," commented Ara
K. Hovnanian, president and chief executive officer of the
company.

"We are focused on generating cash and strengthening our balance
sheet by reducing both our debt and inventory levels while at the
same time reducing our operating costs and overhead costs to
prevent further contraction in our margins.  We are continuing to
carefully manage our land development expenditures and generate
cash by delivering significantly more lots under homes than the
number of lots we are purchasing," stated Mr. Hovnanian.

"We have reduced our total land position 47% from the peak in
April of 2006, and we expect to see this come down even further
during fiscal 2008," said J. Larry Sorsby, executive vice
president and chief financial officer.  "In addition, a
significant portion of our remaining lot option contracts are in
markets that have been less impacted by the housing slowdown,
including more than 6,500 lots in Texas and about 4,400 lots in
North Carolina.  The vast majority of the remaining lot option
position, which includes about 7,700 lots in the Northeast and
8,500 in the Washington D.C. market, have been renegotiated in
price, terms or both, such that they remain economically viable
even in today's market conditions."

"Our bank group provided a waiver under our $1.5 billion revolving
credit facility as of Oct. 31, 2007, for the covenants related to
tangible net worth that were impacted by the non-cash FAS 109 tax
charge," Mr. Sorsby said.  "We have strong, longstanding
relationships with many of the banks in our revolving credit
facility, and we have initiated discussions with the bank group to
further modify our covenants with respect to future periods.
Based on our initial discussions, we believe that we will be able
to successfully negotiate changes that are needed to the credit
agreement to adjust for the change in tax treatment, as well as to
provide us with adequate operating room as we manage through the
remainder of the current housing slowdown.  We expect to close the
amendment in January," Mr. Sorsby said.

"We remain focused on strengthening our balance sheet," Mr. Sorsby
continued.  "We intend to use cash that we generate during fiscal
2008 to enhance our liquidity and further reduce our net
outstanding debt.  We anticipate increasing our bank borrowings
modestly in the first half of the year, with reductions weighted
towards the second half of the year, which follows our typical
seasonal pattern.  Also, as a result of restrictions in the
indentures governing our senior and senior subordinated notes, we
will not pay dividends on our Series A Preferred Stock during
fiscal 2008," Mr. Sorsby concluded.

                          Balance Sheet

As of Oct. 31, 2007, the company's consolidated balance sheet
showed $4.54 billion in total assets, $3.16 billion in total
liabilities, $62.2 million in minority interest from inventory not
owned, $1.5 million in minority interest from consolidated
ventures, and $1.32 billion in total stockholders' equity.

                   About Hovnanian Enterprises

Headquartered in Red Bank, New Jersey, Hovnanian Enterprises Inc.
(NYSE: HOV) -- http://www.khov.com/-- is a homebuilder with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Michigan, Minnesota, New Jersey, New
York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The company's homes are marketed and
sold under the trade names K. Hovnanian Homes, Matzel & Mumford,
Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders,
Windward Homes, Cambridge Homes, Town & Country Homes, Oster
Homes, First Home Builders of Florida and CraftBuilt Homes.

Hovnanian is a member of the Public Home Builders Council of
America -- http://www.phbca.org/-- a nonprofit group devoted to
improving understanding of the business practices of America's
largest publicly-traded home building companies, the competitive
advantages they bring to the home building market, and their
commitment to creating value for their home buyers and
stockholders.  The PHBCA's 14 member companies build one out of
every five homes in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 30, 2007,
Fitch Ratings downgraded Hovnanian Enterprises Inc.'s ratings
including the company's Issuer Default Rating to BB- from BB+.
The Rating Outlook remains Negative.


INERGY LP: Moody's Revises Outlook on Improved Financial Profile
----------------------------------------------------------------
Moody's Investors Service changed Inergy, L.P.'s ratings outlook
to positive from stable and affirmed the company's Ba3 corporate
family, Ba3 probability of default rating, the B1 and LGD 4 (66%)
ratings on the senior unsecured notes, and its SGL-3 speculative
grade liquidity ratings.

Moody's does not rate the company's $425 million senior secured
revolving credit facilities ($350 million acquisition facility and
$75 million working capital facility) or the company's general
partner, Inergy Holdings L.P.

The positive outlook is supported by the improvement in its
financial profile largely due to the reduction in financial
leverage (as measured by Debt / EBITDA including NRGP's $32
million of debt that is supported by its equity distribution
interest in NRGY).  This improvement in leverage was achieved
through a combination of a common equity offering that was used to
repay revolver borrowings and the company's growth of earnings and
cash flows driven largely by acquisitions over the past year.
These events brought the company's leverage to approximately 3.5x
at the end of Sept. 30, 2007, which is in-line with Ba3 rated MLP
companies and should improve through 2008.  While Moody's expects
Inergy to remain a consolidator in the fragmented propane
industry, the positive outlook assumes the company will fund those
acquisitions with sufficient equity so as to maintain it its
trajectory of lower leverage that is more in-line with a higher
rating.

The positive outlook also considers Inergy's continued
diversification strategy into the midstream arena which provides
the company with growth of its more durable fee-based earnings and
cash flows that also help with the seasonality of its propane cash
flows.  Inergy recently acquired Arlington Storage Corporation,
LLC a 55% majority shareholder and operator of Steuben Gas Storage
Company which owns the Adrian Storage Facility, a 6.2 Bcf natural
gas storage facility based in Steuben, New York.

ASC also owns full development rights to the Thomas Corner natural
gas storage facility, a potential 5.7 Bcf natural gas storage
development also located in Steuben County, New York.  The assets
are complementary to Inergy's current midstream portfolio
comprised of Bath and Stagecoach natural gas storage facilities.
In addition to the Northeast storage operations, Inergy operates a
West Coast midstream portfolio based in Bakersfield area of
California comprising of: 1) An NGL fractionation plant, 2) Five
NGL storage facilities, 3) NGL transporting and terminaling
facilities 4) NGL product pipelines. Both the Northeast and West
Coast facilities are currently undergoing major expansion and
development plans and after completion in 2010, Inergy is poised
to become one of the largest natural gas storage operators in
Northeastern US with about 30% to 40% of its consolidated EBITDA
expected to be generated from the midstream segment.

The Ba3 corporate family rating is supported by the company's
increased scale based on asset size, which is in-line with other
Ba3 rated MLP propane peers.  However, with completion of
expansion projects at the Northeast storage facilities and West
Coast NGL facilities, NRGY's pro-forma scale is expected to be on
the higher end of the Ba3 MLP Propane ratings universe.  The
company's expansion into the midstream sector provides durable
fee-based recurring earnings to offset the seasonal cash flows
from propane operations, providing NRGY greater diversification
than some of its similarly rated peers, though somewhat offset by
its larger wholesale business which carries lower margins. The
company's average profitability and returns, leverage, and
expected cash flow coverage of interest, cash distributions, and
capital spending are also in line with the other Ba rated propane
companies.

Moody's expect Inergy to remain acquisitive while the highly
fragmented propane distribution industry heads towards
consolidation, however, the Ba3 rating is supportive of future
acquisitions as long as sufficient equity financing is provided.
The Ba3 also assumes that retail propane margins will have
rebounded from the impact of the run-up in propane prices in the
last quarter and are back in-line with industry average levels.

The affirmation of NRGY's SGL-3 rating reflects Moody's
expectation of adequate liquidity over the next four quarters.
The SGL-3 rating is supported by the expectation that internal
cash flows will cover the majority of budgeted maintenance capital
expenditures, interest payments, working capital requirements, and
cash distributions to unit holders; sufficient cushion under
facility covenants; and ample availability under the revolving
credit facilities.  The SGL-3 rating continues to be tempered by
the company's need to distribute all of its free cash flow to the
Master Limited Partnership unit holders; significant scale of
organic projects which may require some funding under the credit
facilities assuming no equity offerings; the seasonality of the
propane business which requires use of the credit facilities
during inventory build up and subsequent receivable collections.
The credit facilities are secured by all Inergy's assets leaving
no alternate sources of readily available liquidity.

The ratings could be positively impacted by greater scale,
regional, and cash flow diversification while maintaining leverage
as measured by fully-adjusted Debt / EBITDA within the 3.0x range.
Successful execution and integration of the company's organic
growth projects at levels the company has indicated both from a
funding as well as an operating perspective, specifically the West
Coast, Bath and Thomas corners expansion plans, would also be
credit accretive as long as leverage remains within the parameters
listed above.  While the company's continued expansion into the
more durable fee based midstream business would be considered a
credit positive if it fits into the current asset base and
strategy and is funded with ample equity.  However, taking on more
margin based processing side of the midstream business would be
viewed as less supportive.

The outlook may face downward pressure if the company cannot meet
its guidance on successful on-time and on-budget completion of the
West Coast expansion plans which can delay the related cashflows
and possibly push leverage higher than expected.  Also, the
outlook and ratings could face negative pressure if the company
fails to consistently keep leverage within the 3.5x-4.0x range.
Current outlook can be impeded if post West Coast expansion funds
from operations does not appear to be covering maintenance capex,
interest, and distributions in excess of 100%; or if management's
strategy is diverted away from the durable contract storage
business to more speculative marketing activities.  Failure to
restore margins while propane retail industry is facing stiffer
competition and possibilities of consolidation can also put
downward pressure on the current outlook/rating.  The outlook /
ratings can also be strained if future acquisitions are not
adequately funded with equity.

Inergy, L.P., headquartered in Kansas City, Missuori, is a
publicly traded master limited partnership that owns and operates
one of the largest geographically diverse retail and wholesale
propane supply, marketing, and distribution businesses in the
United States.  Additionally, NRGY owns and operates a natural gas
storage facility located approximately 150 miles northwest of New
York City and a natural gas liquids business located near
Bakersfield, California.


INTERNATIONAL POWER: Fitch Holds 'BB' Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has affirmed International Power plc's Long-term
Issuer Default Rating at 'BB' with Stable Outlook.

IPR is a UK holding company for a portfolio of international power
assets.

The ratings reflect IPR's relatively conservative debt levels and
management's prudent approach to expansion of the business and to
financing.  Unlike several of its peers, IPR has not aggressively
pursued double leverage - the use of holding company debt to fund
the "equity" in subsidiaries, associates or joint ventures which
are, themselves, predominantly debt- funded.

The Stable Outlook reflects Fitch's expectation that management
will maintain its prudent acquisition and financing strategy.

Since the last credit review, IPR has enlarged its engagement in
renewable energy sources with its acquisition of Levanto,
Maestrale and Schkortleben wind farm portfolios.  Further
acquisitions included the oil-fired OCGT Indian Queens peaking
plant in Cornwall, England and the purchase of the 50% remaining
stake in a partnership with Energy Australia.  IPR also
strengthened its cooperation with Mitsui by creating a common
ownership platform for its UK assets in June 2007.

Debt finance at the subsidiaries is of non-recourse nature to IPR
and almost all of the group's assets are project-financed.  For
groups financed in this manner, Fitch focuses on debt and cash-
flows at the holding company rather than for the consolidated
group, since the holding company has limited access to the
subsidiaries' assets other than the dividends and has
no, or limited, liability associated with the subsidiaries' debts.


INTERTAPE POLYMER: Debt Reduction Prompts S&P to Upgrade Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Intertape
Polymer Group Inc. including its corporate credit rating to 'B'
from 'B-'.  The outlook is stable.

S&P also raised its rating on Intertape's senior secured first-
lien credit facilities, consisting of a $117 million term loan due
2011 and a $60 million revolving credit facility due 2009, to 'BB-
' from 'B-', and revised the recovery rating to '1' from '3'.
This indicates S&P's expectation of very high recovery (90%-100%)
in the event of a payment default.  In addition, S&P raised its
issue rating on Intertape's senior subordinated notes to 'CCC+'
from 'CCC'.

S&P removed all ratings from CreditWatch with positive
implications where they were placed on Sept. 10, 2007, following
an improvement in second-quarter earnings, and the company's plan
for a rights equity issue and a paydown of
debt.

As of Sept. 30, 2007, total debt (adjusted for capitalized
operating leases and underfunded retiree benefits) was
$288 million.

"The upgrade reflects a meaningful reduction in debt and the
continuation of a recent trend of improvement in operating
earnings," said Standard & Poor's credit analyst Paul Kurias.

Debt declined during the third quarter of 2007 after the paydown
of debt, utilizing approximately $60 million from proceeds of the
equity rights issue.  Earnings for the quarter improved on a
sequential basis, partly reflecting the continuing impact of
recent management actions to reduce fixed costs.  As a result,
credit metrics including the ratio of funds from operations to
total debt improved to about 12% as of Sept. 30, 2007, from about
2% in the previous quarter.

Standard and Poor's expectations is that the earnings improvement
is sustainable, and that there will be no meaningful increase in
debt.  S&P also expects the company to maintain adequate liquidity
levels and maintain sufficient cushion under its covenants.  The
improvement in earnings and lower debt addressed S&P's concerns on
liquidity and leverage, following a decline in earnings in the
third quarter of 2006, and subsequent issues with covenant
compliance.

The ratings reflect the company's vulnerable business position,
including its limited scope of operations in the tapes niche of
the North American packaging sector, a small presence in films,
low margins with some volatility in earnings, vulnerability to
cyclical end markets including to some extent the currently weak
housing market, and a highly leveraged financial profile.
The company's fair position in its market niches, breadth of
customer base, and positive long-term growth prospects for
industrial tape demand in North America are mitigating factors.

With annual sales of approximately $800 million, the company is a
manufacturer of tapes, engineered coated products, and films.


KINGSWAY LINKED: LROC Preferred Units' Rating Cut by S&P to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the LROC
preferred units of Kingsway Linked Return of Capital Trust.  The
lowering of these ratings mirrors the lowering of the Kingsway ROC
GP's senior unsecured 10-year note to which the issue of LROC
preferred units is linked.

                      Ratings Lowered

          Kingsway Linked Return of Capital Trust

                                     Rating
                                     ------

      Class                    To               From
      -----                    --               ----
LROC preferred units
Canadian national scale        P-3(high)        P-2(low)
Global scale:                  BB+              BBB-


L-3 COMMS: Good Performance Cues Moody's to Revise Outlook
----------------------------------------------------------
Moody's Investors Service affirmed all ratings of L-3
Communications Holdings, Inc. and L-3 Communications Corporation,
including the Ba2 Corporate Family Rating and Ba3 unsecured notes
rating, and changed the outlook to positive from stable.  The
company has a Speculative Grade Liquidity Rating of SGL-1.

The change in outlook was prompted by recognition of L-3's
continued strong operating performance and expectations of robust
free cash flow generation over the near term.  With the growth and
improving operating results, credit metrics have improved
substantially.  Moody's believes that the company's credit profile
will continue to improve over the near term, despite recently
announced increases in share repurchase activity.

The Ba2 Corporate Family rating continues to reflect L-3's
sizeable revenue base and backlog, as well as the company's
increasing lead position in a variety of segments in the U.S.
Government (predominantly DoD) contracting sector, which supports
expectations for strong free cash generation over the next few
years.  However, the rating also takes into consideration L-3's
continued heavy debt levels, which have not changed materially
over the past few years despite strong cash generation.

Leverage, however, has been reduced substantially through
operational improvements.  While many rating factors would suggest
a higher rating than the current Ba2, uncertainty about the
company's commitment to debt reduction and risks associated with
potential acquisitions remain a concern.

The positive outlook reflects Moody's expectations that L-3 will
continue to grow its revenue base in 2008 through organic growth
as well as through continued use of acquisitions.   However, L-3's
acquisition pace is expected to moderate over the next few years,
suggesting a more focused approach on creating value from its
existing business lines rather than from opportunistic acquisition
patterns exhibited by the company until recently.  Moody's further
expects that the company will be able to achieve growth while
maintaining operating margins in the 10% range, likely resulting
in substantial free cash flows.

Although such cash flows should provide the company with the
ability to repay substantial amounts of debt, Moody's believes
that the company is not likely to do so to a great extent, as it
will instead balance the use of cash between share repurchases and
acquisition opportunities.  L-3 has stated its intention to fund
the share repurchase program through cash flow generated from
operations rather than through use of additional borrowings.

Ratings may be upgraded if the company continues to maintain
current credit metrics during 2008, while pursuing a measured pace
of share repurchases as outlined in its plan through this period.

Ratings would be subject to downward pressure if the company were
to undertake an increased pace of levered acquisitions, or pursue
other leveraging transactions that increased the company's risk
profile, resulting in leverage in excess 4.5 times, EBIT/Interest
below 2.5 times, or free cash flow below 7% of total debt.

These ratings have been affirmed/revised:

- Issuer: L-3 Communications Corporation

  -- Senior Subordinated Regular Bond/Debenture at Ba3 (LGD4-
     67%)

- Issuer: L-3 Communications Holdings, Inc.

  -- Senior Unsecured Conv./Exch. Bond/Debenture at Ba3 (LGD4-
     67%)

Outlook Actions:

- Issuer: L-3 Communications Corporation

  -- Outlook, Changed To Positive From Stable

  -- Issuer: L-3 Communications Holdings, Inc.

  -- Outlook, Changed To Positive From Stable

Headquartered in New York City, L-3 Communications is a prime
system contractor in aircraft modernization and maintenance, C3ISR
(Command, Control, Communications, Intelligence, Surveillance and
Reconnaissance) systems and government services.  L-3 is also a
leading provider of high technology products, systems and
subsystems


LAKE AT LAS VEGAS: Moody's Cuts Corporate Family Rating to Caa3
---------------------------------------------------------------
Moody's Investors Service lowered the corporate family ratings of
these three land developers to Caa3 from Caa1: Ginn-LA CS
Borrower, LLC; LBREP/L SunCAL Master I, LLC; and Lake at Las Vegas
Joint Venture, together with the co-borrowers of each entity.  The
rating outlooks for the three remain negative, and the ratings of
Ginn are taken off review for downgrade.

The downgrades of the three land developers reflect the
substantially slower than expected absorption rates of lots, which
is expected to continue at least until 2009; negative cash flow
generation; covenant compliance difficulties; and the likelihood
that the appraisals underpinning the ratings will be declining
steadily going forward.

These ratings were affected:

  -- Ginn-LA CS Borrower, LLC and Ginn-LA Conduit Lender, Inc.:

  -- Corporate family rating lowered to Caa3 from Caa1

  -- Probability of default rating lowered to Caa3 from Caa1

  -- Rating on 1st lien bank credit facility lowered to Caa2
     (LGD3,40) from B3 (LGD3,37%)

  -- Rating on 2nd lien bank credit facility lowered to Ca
     (LGD6,91) from Caa3 (LGD5, 88%)

LBREP/L SunCAL Master I, LLC:

  -- Corporate family rating lowered to Caa3 from Caa1

  -- Probability of default rating lowered to Caa3 from Caa1

  -- Rating on 1st lien bank credit facility lowered to Caa2
     (LGD3,30) from B2 (LGD3,31%)

  -- Rating on 2nd lien bank credit facility lowered to Ca
     (LGD5,76) from Caa2 (LGD5, 77%)

Lake at Las Vegas Joint Venture and LLV-1, LLC:

  -- Corporate family rating lowered to Caa3 from Caa1

  -- Probability of default rating lowered to Caa3 from Caa2

  -- Rating on 1st lien bank credit facilities lowered to Caa3
     (LGD3,37) from Caa1(LGD3,33%)

Ginn-LA CS Borrower, LLC and Ginn-LA Conduit Lender, Inc. were
formed in 2006 by affiliates of Lubert Adler funds and the Ginn
Companies to acquire and develop four resort or private club
projects in Grand Bahama Island, Naples and Port St. Lucie,
Florida and Boone, N.C.

LBREP/L SunCal Master I, LLC is a single-purpose entity formed by
affiliates of SunCal Companies and Lehman Real Estate to acquire
and develop four master planned communities encompassing a total
of 11,702 lots on 5,452 acres located in Southern California.  The
communities being developed are located in Kern County, Ventura
County, and Riverside County.

Headquartered in Las Vegas, Nevada, Lake at Las Vegas Joint
Venture and its co-borrower, LLV-1, LLC, own and operate the Lake
Las Vegas Resort, a 3592-acre master planned residential and
resort destination located 17 miles east of the Las Vegas strip.


LANDRY'S RESTAURANTS: Posts $4.3 Mil. Net Loss in 3rd Quarter 2007
------------------------------------------------------------------
Landry's Restaurants, Inc. disclosed its earnings for the third
quarter ended Sept. 30, 2007.

The company reported a net loss of $4.3 million for the quarter
ended Sept. 30, 2007, compared to a net loss of $29.9 million for
the same quarter last year.  Revenues from continuing operations
for the three months ended Sept. 30, 2007, totaled $301.9 million,
compared to $287.2 million a year earlier.  Net loss from
continuing operations for the quarter was $3.2 million, compared
to $6.0 million reported last year.  During the three months ended
Sept. 30, 2007, the company entered into a settlement agreement
with its note holders whereby the interest rate on the $400.0
million Senior Notes increased from 7.5% to 9.5%, effective Aug.
29, 2007 which will increase pre-tax interest expense by $8.0
million annually.

In addition, the company refinanced the Golden Nugget in June
2007, resulting in higher outstanding borrowings and associated
interest expense.  The impact of these items on the three months
ended Sept. 30, 2007 was approximately $4.0 million after tax.
Impairment charges of $3.6 million after tax were included in the
comparable period in the prior year.  Same store sales for the
company's restaurants were approximately 1% for the quarter.

The three months ended Sept. 30, 2007 also includes a number of
non-recurring costs associated with the exchange of its 7.5%
Senior Notes for 9.5% Senior Exchange Notes.  These costs include
the write off of deferred financing, consent and commitment fees
of $8.4 million after-tax.  In addition, as a result of exchanging
the Senior Notes, two interest rate swap agreements with a
notional value of $100.0 million previously qualifying for hedge
accounting, along with a new interest rate swap agreement related
to the $120.0 million delayed draw term loan are not designated as
hedges, and the $1.9 million after tax, decrease in the fair
market value of these agreements is now recorded as a non-cash
expense in the financial statements.

Revenues from continuing operations for the nine months ended
Sept. 30, 2007, totaled $896.7 million, compared to $849.6 million
a year earlier.  Net earnings from continuing operations for the
nine months were $28.2 million, compared to $29.6 million reported
last year.  Earnings per share from continuing operations for the
nine months were $1.38, compared to $1.34 in the prior year.
Included in earnings from continuing operations for the nine
months ended Sept. 30, 2007, are gains on property sales and
investments of approximately $13.0 million after-tax, offset by
costs associated with refinancing the Golden Nugget and the
Senior Notes of approximately $12.8 million and approximately
$1.9 million related to interest rate swaps not designated as
hedges.  Impairment charges of $3.6 million after tax were
included in the comparable period in the prior year.

As a result of our 2006 sale of 120 Joe's Crab Shack restaurants
and closure of certain additional locations, the results of
operations for these restaurants are reflected as discontinued
operations in the company's financial statements.  The loss
from discontinued operations, net of taxes, for the quarter was
$1.1 million compared to a loss of $35.9 million in the prior
year.  The 2006 loss includes impairment and store closing charges
of $34.6 million, after tax.  Therefore, the consolidated net loss
for the quarter was $4.3 million, compared to a net loss of
$30.0 million in 2006.  The loss from discontinued operations, net
of taxes, was $3.5 million for the nine months ended Sept. 30,
2007 as compared to a loss of $43.0 million for the prior year and
the consolidated net income (loss) for such periods were $24.7
million and ($13.4) million, respectively.

"Our higher-end restaurant concepts and our hospitality and gaming
businesses performed well in the third quarter, despite a
difficult operating environment," Rick H. Liem, Executive Vice
President and Chief Financial Officer stated.  "We look forward to
continuing our strategy of concentrating on these businesses.
Furthermore, we anticipate refinancing the Landry's debt prior to
the fourth quarter of 2008 due to the put provisions under the New
Notes.  We will monitor the credit markets for an appropriate
entry point."

At Sept. 30, 2007, the company's balance sheet showed total assets
of $1.5 billion and total liabilities of $1.1 billion, resulting
in a total stockholders' equity of $355.3 million.  Equity, at
Dec. 31, 2006, was $494.7 million.

Headquartered in Houston, Texas, Landry's Restaurants Inc. (NYSE:
LNY) -- http://www.landrysrestaurants.com/-- is a diversified
restaurant hospitality and entertainment company principally
engaged in the ownership and operation of full-service, casual
dining restaurants, primarily under the names of Rainforest Cafe,
Saltgrass Steak House, Landry's Seafood House, The Crab House,
Charley's Crab and The Chart House.  Its portfolio of restaurants
consists of an array of formats, menus and price points that
appeal to a wide range of markets and customer tastes.  It offers
concepts ranging from upscale steak and seafood restaurants to
casual theme-based restaurants.  The company is also engaged in
the ownership and operation of select hospitality businesses,
including hotel and casino resorts that provide dining, leisure
and entertainment experiences.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service assigned a negative outlook and
confirmed all debt ratings for Landry's Restaurants Inc.,
including its B2 corporate family rating; B2 Probability of
default rating; $300 million senior secured revolving credit
facility, due Dec. 28, 2009 rated Ba2, 14%, LGD2 (previously 7%,
LGD1); and $400 million, guaranteed senior global notes, due Dec.
15, 2014 rated B3, 75%, LGD5 (previously 70%, LGD5).


LB-UBS: S&P Affirms Ratings on 24 Classes of Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 24
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2004-C6.  The affirmed ratings
reflect credit enhancement levels that provide adequate support
through various stress scenarios.

As of the Nov. 19, 2007, remittance report, the collateral pool
consisted of 94 loans with an aggregate trust balance of
$1.312 billion, compared with the same number of loans totaling
$1.347 billion at issuance.  Fourteen percent of the trust
represents defeased collateral.

The master servicer, Wachovia Bank N.A., reported financial
information for 99% of the nondefeased loans.  Ninety-eight
percent of the servicer-provided information was full-year 2006 or
more recent data.  Using this information, Standard & Poor's
calculated a weighted average debt service coverage of 1.83x, up
from 1.63x at issuance.  All the loans in the pool are current,
and there are no loans with the special servicer.  To date, the
trust has not experienced any losses.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $714.4 million (54%) and a weighted average
DSC of 1.87x, up from 1.84x at issuance.  The fifth- and 10th-
largest loans are on the watchlist and are discussed below.
Standard & Poor's reviewed property inspections provided  by the
master servicer for all of the assets underlying the top 10
exposures and all of the properties were characterized as "good."

Credit characteristics for three of the top 10 loans and two other
loans are consistent with those of investment-grade obligations,
and the seventh-largest loan is no longer consistent with those of
investment-grade obligations.  Details of the loans in the top 10
are:
  -- The largest exposure in the pool, Northshore Mall
     ($208.1 million, 16%), is secured by a fee and leasehold
     interest in 808,380 sq. ft. of a 1.7 million-sq.-ft.
     super regional mall in Peabody, Massachusetts.  Northshore
     Mall is undergoing a three-phase renovation, which will
     replace the Macy's anchor with a Nordstrom's anchor.  The
     master servicer reported a DSC of 2.53x and 87% occupancy
     as of June 30, 2007.  The reported DSC is based on a
     partial interest-only period.  Including amortization, the
     adjusted DSC is 2.25x.  Standard & Poor's underwritten net
     cash flow (NCF) is comparable to its level at issuance.

  -- The second-largest exposure in the pool, the Westfield
     North Bridge loan, has a trust balance of $136.7 million
     (10%) and a whole-loan balance of $205 million.  The pari-
     passu loan is secured by the fee and leasehold interests
     in a 682,418-sq.-ft. urban office/retail center in
     Chicago, Ill.  Morgan Stanley Capital I Trust 2004-IQ8
     holds the other $68.3 million pari-passu piece.  For the
     year ended Dec. 31, 2006, the DSC was 2.48x and occupancy
     was 96%.  Standard & Poor's adjusted NCF is comparable to
     its level at issuance.

  -- The third-largest exposure in the pool, Two Penn Plaza,
     has a trust balance of $118.7 million (9%) and a whole-
     loan balance of $245 million.  The whole loan consists of
     a two pari-passu A notes and a $55 million B note.  The
     other $122.5 million pari-passu piece is held in LB-UBS
     Commercial Mortgage Trust 2004-C4.  The collateral
     consists of a 1.5 million-sq.-ft., 31-story, class A
     office building in midtown, Manhattan, New York.  For the
     year ended Dec. 31, 2006, the in-trust DSC was 1.90x and
     occupancy was 98%.  Standard & Poor's adjusted NCF is down
     8% from its level at issuance due to higher expenses.
     Despite the decline in NCF, the loan continues to have
     credit characteristics of investment-grade obligations.

  -- The seventh-largest exposure in the pool, Pacific Beach
     Hotel ($33.2 million, 3%), is secured by leasehold
     interest in a 837-room full service resort hotel in the
     Central Business District of Waikiki Beach in Honolulu,
     Hawaii.  For the year ended Dec. 31, 2006, the DSC was
     2.38x and occupancy was 78%.  Standard & Poor's adjusted
     NCF is down 14% from its level at issuance due to
     increased operating expenses, and as a result, the loan is
     no longer considered to be consistent with those of
     investment-grade obligations.

Wachovia reported a watchlist of 21 loans ($132.1 million, 10%).
Columbia Self Storage Portfolio ($35.1 million, 3%) is the largest
loan on the watchlist and the sixth-largest loan in the pool.  The
loan is secured by four, self storage properties totaling 371,350
sq. ft. in the greater New York City area.  The loan appears on
the watchlist because the property reported a June 30, 2007, DSC
of 1.07x.

Harrisonburg Crossing, the 10th-largest loan in the pool
($26.7 million, 2%) is secured by a 203,007-sq.-ft. retail
property in Harrisonburg, Virginia.  The loan appears on the
watchlist due to delinquent tax payments on two out-parcel spaces
not owned by the borrower.  Subsequently, the taxes have been paid
and Wachovia is awaiting verification of the tax payments prior to
taking the loan off the watchlist.  The DSC and occupancy were
1.67x and 99%, respectively, as of June 30, 2007.

Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the rating
affirmations.

                        Ratings Affirmed

            LB-UBS Commercial Mortgage Trust 2004-C6
          Commercial mortgage pass-through certificates

              Class    Rating   Credit enhancement
              -----    ------   ------------------
              A-1      AAA             12.57%
              A-2      AAA             12.57%
              A-3      AAA             12.57%
              A-4      AAA             12.57%
              A-5      AAA             12.57%
              A-6      AAA             12.57%
              A-1A     AAA             12.57%
              B        AA+             11.55%
              C        AA               9.75%
              D        AA-              8.60%
              E        A+               7.57%
              F        A                6.41%
              G        A-               5.52%
              H        BBB+             4.62%
              J        BBB              3.98%
              K        BBB-             2.69%
              L        BB+              2.57%
              M        BB               2.05%
              N        BB-              1.67%
              P        B+               1.41%
              Q        B                1.28%
              S        B-               1.15%
              X-CL     AAA               N/A%
              X-CP     AAA               N/A%

                        N/A - Not applicable.


LBREP/L SUNCAL: Moody's Downgrades Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service lowered the corporate family ratings of
these three land developers to Caa3 from Caa1: Ginn-LA CS
Borrower, LLC; LBREP/L SunCAL Master I, LLC; and Lake at Las Vegas
Joint Venture, together with the co-borrowers of each entity.  The
rating outlooks for the three remain negative, and the ratings of
Ginn are taken off review for downgrade.

The downgrades of the three land developers reflect the
substantially slower than expected absorption rates of lots, which
is expected to continue at least until 2009; negative cash flow
generation; covenant compliance difficulties; and the likelihood
that the appraisals underpinning the ratings will be declining
steadily going forward.

These ratings were affected:

  -- Ginn-LA CS Borrower, LLC and Ginn-LA Conduit Lender, Inc.:

  -- Corporate family rating lowered to Caa3 from Caa1

  -- Probability of default rating lowered to Caa3 from Caa1

  -- Rating on 1st lien bank credit facility lowered to Caa2
     (LGD3,40) from B3 (LGD3,37%)

  -- Rating on 2nd lien bank credit facility lowered to Ca
     (LGD6,91) from Caa3 (LGD5, 88%)

LBREP/L SunCAL Master I, LLC:

  -- Corporate family rating lowered to Caa3 from Caa1

  -- Probability of default rating lowered to Caa3 from Caa1

  -- Rating on 1st lien bank credit facility lowered to Caa2
     (LGD3,30) from B2 (LGD3,31%)

  -- Rating on 2nd lien bank credit facility lowered to Ca
     (LGD5,76) from Caa2 (LGD5, 77%)

Lake at Las Vegas Joint Venture and LLV-1, LLC:

  -- Corporate family rating lowered to Caa3 from Caa1

  -- Probability of default rating lowered to Caa3 from Caa2

  -- Rating on 1st lien bank credit facilities lowered to Caa3
     (LGD3,37) from Caa1(LGD3,33%)

Ginn-LA CS Borrower, LLC and Ginn-LA Conduit Lender, Inc. were
formed in 2006 by affiliates of Lubert Adler funds and the Ginn
Companies to acquire and develop four resort or private club
projects in Grand Bahama Island, Naples and Port St. Lucie,
Florida and Boone, N.C.

LBREP/L SunCal Master I, LLC is a single-purpose entity formed by
affiliates of SunCal Companies and Lehman Real Estate to acquire
and develop four master planned communities encompassing a total
of 11,702 lots on 5,452 acres located in Southern California.  The
communities being developed are located in Kern County, Ventura
County, and Riverside County.

Headquartered in Las Vegas, Nevada, Lake at Las Vegas Joint
Venture and its co-borrower, LLV-1, LLC, own and operate the Lake
Las Vegas Resort, a 3592-acre master planned residential and
resort destination located 17 miles east of the Las Vegas strip.


LEGENDS GAMING: Moody's Downgrades Corporate Family Rating to B3
----------------------------------------------------------------
Moody's Investors Service downgraded Legends Gaming LLC's
corporate family rating and probability of default rating to B3.
It also downgraded the senior secured first-lien term loan and
senior secured first lien revolver to B2 as well as the senior
secured second-lien term loan to Caa2, with unchanged LGD
assessments.

These ratings remain under review for possible downgrade.  Moody's
also withdrew the ratings of the proposed $160 million senior
secured notes due September 2012 and $60 million senior secured
subordinated notes due December 2012.  The rating actions follow
the unsuccessful marketing of the company's proposed senior
secured and senior subordinated secured notes offering and factor
in Moody's concerns about Legends' ability to meet some of the
financial covenants under its existing bank facilities and to cope
with its mandatory term loan repayments in the next few quarters.

Moody's noted that (1) the company had very limited leeway under
its total leverage and first lien leverage covenants as of Sept.
30, 2007 and (2) step down clauses will make covenant tests
increasingly challenging for the next two quarters.  The rating
agency also observes that the company will have to face mandatory
quarterly repayments under its first lien term loan, which could
potentially raise liquidity issues and support the review for
further downgrade.

During its review, Moody's will examine Legends' ability to secure
adequate liquidity as well as the trend with regards to the
company's operating performance and internal cash flow generation
following its recently completed renovation capital expenditure
program.  The rating agency will also assess Legends' de-levering
prospects in the intermediate term.

Moody's previous rating action on Legends occurred on Dec. 11,
2007 with the assignment of the ratings on the proposed notes.

Legends Gaming, LLC, headquartered in Frankfort, Illinois,
currently owns and operates two gaming properties located in
Bossier City, Los Angeles and Vicksburg, Mississippi under the
DiamondJacks Casino brand.  For the twelve-month period ended
Sept. 30, 2007 the company generated approximately $150 million in
net revenues.


LEGENDS GAMING: S&P Places Ratings on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for Legends
Gaming LLC, including the 'B' corporate credit rating, on
CreditWatch with negative implications.

At the same time, S&P has withdrawn its 'B+' issue-level rating
and '2' recovery rating on the proposed $160 million senior
secured notes that were to be issued by Legends Gaming and Legends
Finance Corp.  S&P has also withdrawn the 'CCC+' issue-level and
'6' recovery rating on these entities' proposed $60 million senior
subordinated secured notes.

The CreditWatch listing follows the unsuccessful marketing of the
company's proposed senior secured and senior subordinated secured
notes offerings, initially rated on Dec. 11, 2007.  The company
had sought this financing in order to refinance its existing
first- and second-lien bank loans, in part due to the tight
financial covenants that exist under them, including limitations
on future capital investments.  With the refinancing not
occurring, S&P is concerned about the remaining covenant cushion
and how the company plans to address the constraints imposed by
the existing capital structure.

"In resolving the CreditWatch listing, we will discuss with
management any further proposed changes to Legends' current
capital structure, as well as assess the company's operating
performance and covenant cushion," said Standard & Poor's credit
analyst Ariel Silverberg.


LIN TV: S&P Holds Ratings and Revises Outlook to Stable
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on LIN TV
Corp., including the 'B+' corporate credit rating, and revised the
outlook to stable from negative.

"The outlook change reflects the company's announcement that the
board of directors has concluded its review of strategic
alternatives," explained Standard & Poor's credit analyst
Ms. Debbie Kinzer.

The rating on LIN reflects financial risk from debt-financed TV
station acquisitions, increasing competition for audiences and
advertising revenue, and advertising cyclicality.  The company's
competitive positions in midsize TV markets, broadcasting's good
margin and free cash flow potential, recent improvements in
financial leverage, and relatively resilient station asset values
only partially offset these factors.


LNR CFL: S&P Affirms Low-B Ratings on Four Classes of Certs.
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 14
classes from two commercial mortgage-backed securities
transactions.  S&P affirmed its ratings on all 13 outstanding
classes of certificates from LNR CFL 2004-1 Ltd. and on one class
certificates from Structured Asset Securities Corp.'s series 1996-
CFL.  LNR CFL 2004-1 Ltd. is a resecuritization of the unrated
class I from SASCO 1996-CFL.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.  The
ratings on LNR CFL 2004-1 are constrained by concentration risk as
well as concerns regarding loans that are either not reporting
financial information or are reporting debt service coverages that
are below 1.00x.

As of the Nov. 26, 2007, remittance report, SASCO 1996-CFL's
collateral pool consisted of 40 loans with an aggregate balance of
$104.8 million, down from 564 loans with a balance of just under
$2 billion at issuance.  The master servicer, Midland Loan
Services Inc., reported primarily full-year 2006 financial
information for 77% of the loans.  The remaining $23.9 million
(23%) of the pool is not reporting financial information, which
includes the Kmart Distribution Center loan as discussed in detail
below.  Using this information, Standard & Poor's calculated a
weighted average DSC of 1.32x, compared with 1.33x at issuance.
On a balance basis, $12.9 million (12%) of the reported DSC
figures were below 1.00x.  As of the November 2007 remittance
report date, all of the loans in the pool were classified as
current except for one loan ($703,585; 1%), which was classified
as 30-days delinquent.  The loan is now classified as current.  To
date, the trust has experienced $45.7 million (2%) in losses.

The current top 10 loans have an aggregate outstanding balance of
$69 million (66%).  The largest, eighth-, and ninth-largest loans
in the pool are on the master servicer's watchlist.   Excluding
the largest and seventh-largest loans, for which no current DSC
information is available, the weighted average DSC for the top 10
loans is 1.17x.  Standard & Poor's reviewed property inspections
provided by Midland for all of the assets underlying the top 10
loans, and all were characterized as either "good" or "excellent."

The only loan with the special servicer, LNR Partners Inc., is the
South Macon Plaza loan.  The loan is secured by a 101,255-sq.-ft
retail property located in Macon, Ga.  The loan was transferred to
the special servicer on Nov. 20, 2007, after it was classified as
60-days delinquent.  The loan is now classified as current, and
the special servicer will monitor the loan before returning it to
the master servicer.

As of the November 2007 remittance date, Midland reported a
watchlist of eight loans with an aggregate outstanding balance of
$27.2 million (26%), which includes the loan currently with the
special servicer.  The largest loan, Kmart Distribution Center,
has an outstanding balance of $18.6 million (18%) and is secured
by a 1.6 million-sq.-ft. warehouse facility in Ocala, Florida.
The property is leased entirely to Sears Holdings Corp. on a
triple net basis.

The eighth-largest loan, 630-640 Dowd Avenue ($3 million, 3%), is
secured by a 203,225-sq.-ft. industrial property in Elizabeth, New
Jersey, and appears on the watchlist due to a low DSC of 0.77x.
Occupancy was 100% as of year-end 2006.

The ninth-largest loan, 2225 South 43rd Avenue ($2.8 million, 3%),
is secured by a 264,117-sq.-ft. industrial property in Phoenix,
Arizona, and appears on the watchlist due to a significant
decrease in its DSC since issuance.  Year-end 2006 DSC and
occupancy were 1.10x and 100%, respectively.

Standard and Poor's additional concern was the geographic
concentration of the underlying properties in Florida (42%) and
New Jersey (19%).  The remaining properties are located across 11
other states.  The pool consists of retail (33%), office (22%),
warehouse (20%), multifamily (17%), and industrial (8%) property
types.

Standard & Poor's stressed the specially serviced and watchlisted
loans, along with other loans with credit issues, as part of its
pool analysis.  The resultant credit enhancement levels support
the affirmed ratings on the transactions.

                     Ratings Affirmed

             Structured Asset Securities Corp.
Commercial mortgage pass-through certificates series 1996-CFL

           Class    Rating   Credit enhancement
           -----    ------   ------------------
             H       AAA          76.65%

                    LNR CFL 2004-1 Ltd.
Commercial mortgage pass-through certificates series 2004-CFL

                     Class      Rating
                     -----      ------
                      I-1        AA+
                      I-2        AA
                      I-3        AA-
                      I-4        A+
                      I-5        A
                      I-6        A-
                      I-7        BBB+
                      I-8        BBB
                      I-9        BBB-
                      I-10       BB+
                      I-11       BB
                      I-12       BB-
                      I-13       B+


MAJESTIC STAR: Discloses Buffington Harbor Facility Dev't Plans
---------------------------------------------------------------
The Majestic Star Casino LLC disclosed, in response to inquiries
from investors and others, its plans for the development of new
and improved dockside gaming and land based facilities at
Buffington Harbor in Gary, Indiana are on hold.

At the Buffington Harbor location the company owns two
dockside casino vessels, Majestic Star and Majestic Star II,
various land based amenities, including a 300 room hotel and 2,000
space parking garage, over 300 acres of land and the harbor in
which the casinos reside.

Improvements contemplated one or two gaming vessels that contained
the majority of the casino operation on a single floor and new
land based amenities, including a possible hotel, to support
casino operations.

"As we have indicated, we have been exploring plans to
redevelop our Gary facilities into one or two single level
casinos," Kirk Saylor, chief operating officer of the company,
commented.  "Weakness in the capital markets, our lack of
financial flexibility and an inability to solidify definitive
plans has led us to the decision to put the development on hold."

"As a result, our efforts for the next several months will be
devoted principally to enhancing the gaming experience at our
Buffington Harbor facilities, while operating as efficiently as
possible," Mr. Saylor added.  "We will continue to pursue the
transfer of one gaming license to another city within Indiana. Any
such transfer will require legislative action and the company is
unable to predict whether such approval can be
obtained, and if it is obtained, the feasibility of constructing
another casino facility given our current leverage and weakness in
the capital markets."

                    About Majestic Star

Headquartered in Las Vegas, Nevada, Majestic Star Casino LLC --
http://www.majesticstar.com/-- directly and indirectly owns and
operates riverboat casinos in Gary, Indiana; Tunica, Mississippi;
and Black Hawk, Colorado.  Majestic Star Holdco LLC, owns 100% of
Majestic Star Casino LLC.  Mr. Barden indirectly holds 100% of the
company's membership interests.

As reported in the Troubled Company Reporter on Nov. 26, 2007,
The company's balance sheet, at Sept. 30, 2007, showed total
assets of $509.3 million and total liabilities of $666.7 million,
resulting in a stockholders' deficit of $157.4 million.  Deficit
at Dec. 31, 2006, was $139.5 million.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Moody's Investors Service lowered The Majestic Star Casino LLC's
senior secured note rating to B2 (LGD-3, 34%) from B1 (LGD-3, 33%)
while its senior unsecured note rating was lowered to Caa2 (LGD-5,
80%) from Caa1 (LGD-5, 80%).

As reported in the Troubled Company Reporter on Oct. 29, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Majestic Star Casino LLC to 'B-' from 'B'.  This and
other ratings on the company were removed from CreditWatch, where
they were placed Sept. 10, 2007 with negative implications.  The
rating outlook is negative.


MANOR CARE: Earns $39.4 Million in Third Quarter Ended Sept. 30
---------------------------------------------------------------
Manor Care Inc. reported net earnings of $39.4 million for the
third quarter ended Sept. 30, 2007, compared with a net loss of
$46.5 million in the corresponding period a year ago.

Revenues increased $52.3 million, or 6%, to $967.8 million during
the three months ended Sept. 30, 2007, from revenues of
$915.5 million in the comparable 2006 period.  Revenues from
long-term care and rehabilitation segment increased $51.4 million,
or 7%, due to increases in rates/patient mix of $54.5 million and
capacity of $2.2 million that were partially offset by a decrease
in occupancy of $5.3 million.  Revenues from the hospice and home
health segment increased $3.4 million, or 3%.

Operating expenses in the third quarter of 2007 increased
$45.1 million, or 6%, compared with the third quarter of 2006.
Operating expenses from the company's long-term care and
rehabilitation segment increased $37.9 million, or 6%, between the
third quarters of 2006 and 2007.  The largest portion of the
operating expense increase related to labor costs of $30.6 million
and ancillary costs, excluding internal labor, of $8.7 million.

Operating expenses from the hospice and home health segment
increased $6.4 million, or 6%, between the third quarters of 2006
and 2007.  The increase related to labor costs of $5.0 million and
ancillary costs, including pharmaceuticals, of $1.0 million.

General and administrative expenses increased $11.0 million.  G&A
expenses in the third quarter of 2007 included $13.7 million of
transaction costs as a result of the company's evaluation of
strategic alternatives and entering into the merger agreement with
MHCHR-CP Merger Sub Inc.  The costs associated with stock-based
compensation and deferred compensation expense decreased
$3.0 million between the third quarters of 2006 and 2007.

The company's effective tax rate was 43.7% in the third quarter of
2007, compared with 36.4% in the third quarter of 2006.  The
effective tax rate in the third quarter of 2007 was higher than
expected as some of the expenses incurred with the merger are
expected to be nondeductible for tax purposes.  The effective tax
rate in the third quarter of 2006 was lower than expected due
primarily to the favorable revision of estimated tax liabilities
for prior tax years.

                        Nine Month Results

Revenues in the first nine months of 2007 increased
$205.6 million, or 8%, compared with the first nine months of
2006.  Revenues from our long-term care and rehabilitation segment
increased $162.4 million, or 7%, while revenues from the hospice
and home health segment increased $51.3 million, or 15%.

Net earnings decreased to $112.9 million during the three months
ended Sept. 30, 2007, versus net income of $116.6 million during
the prior period quarter.

                 Liquidity and Capital Resources

As of Sept. 30, 2007, there were no loans outstanding under the
company's $400 million revolving credit facility, with an
uncommitted option available to increase the facility by up to an
additional $100 million.  After consideration of usage for letters
of credit, $269.7 million, plus the accordion feature, was
available for future borrowings.

During the second quarter of 2007, the holders of $5.3 million
principal amount of New Notes due 2023 elected to convert their
notes.  The holders received the principal value in cash and
90,751 shares of the company's common stock for the excess value.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.69 billion in total assets, $1.92 billion in total liabilities,
and $767.6 million in total stockholders' equity.

The company's balance sheet at Sept. 30, 2007, also showed
strained liquidity with $955.8 million in total current assets
available to pay $1.05 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?268b

                      About Manor Care Inc.

Headquartered in in Toledo, Ohio, Manor Care Inc. (NYSE: HCR) --
http://www.hcr-manorcare.com/-- through its operating group HCR
Manor Care, is a provider of short-term post-acute services and
long-term care.  The company's nearly 60,000 employees provide
high-quality care for patients and residents through a network of
more than 500 skilled nursing and rehabilitation centers, assisted
living facilities, outpatient rehabilitation clinics, and hospice
and home care agencies.  The company operates primarily under the
Heartland, ManorCare Health Services and Arden Courts names.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 29, 2007,
Moody's Investors Service assigned a B2 Corporate Family Rating to
HCR Healthcare LLC, which is expected to be a newly formed entity
that will house the operations of Manor Care Inc.  The real estate
assets of Manor Care Inc. will be transferred to a separate
entity.  Both HCR Healthcare LLC and PropCo will be wholly owned
subsidiaries of Manor Care Inc.

Moody's also assigned a Ba3 rating to HCR Healthcare's proposed
senior secured credit facilities, consisting of a $200 million
revolver and a $700 million term loan.  The outlook for the
ratings is stable.

As of Sept. 4, 2007, Manor Care carries Standard & Poor's "B+"
long-term foreign and local issuer credits ratings.


MASONITE INT'L: S&P Lowers Ratings and Says Outlook is Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Masonite International Inc. to 'B' from 'B+'.
The outlook is negative.

At the same time, S&P lowered the debt rating on the senior
secured debt to 'BB-' from 'BB', two notches above the corporate
credit rating on Masonite.  The recovery rating on the senior
secured debt is unchanged at '1', reflecting a very high recovery
(90%-100%) in the event of default.

"The downgrade reflects the company's increasing liquidity
challenges, as well as tight financial covenants in 2008, which
could restrict access to its revolver," said Standard & Poor's
credit analyst Mr. Kevin Hibbert.

North American housing weakness in 2007 and into 2008 has
depressed demand for Masonite's products.  Meanwhile, the company
remains highly levered in the wake of a 2005 leveraged buyout, and
faces increasingly tight financial covenants in 2008 that could
restrict access to its revolver.  These challenges are offset
somewhat by the company's leading position as the largest door
manufacturer in the world, historically stable profitability and
cash flow, and renewed management commitment to pricing and cost
discipline.  S&P forecasts 2008 U.S. housing starts to be about 1
million, and 1.27 million for 2009, which are down 52% and 40%,
respectively, compared with the housing start highs of
approximately 2.1 million in 2005.

Masonite is one of the world's leading producers of both interior
and exterior doors, with an estimated 40% market share in its
primary North American market.  It has vertically integrated
operations, 65 facilities in 18 countries, and customers in
approximately 70 countries around the world.  North America
accounts for about 72% of Masonite's sales, while Europe accounts
for the majority of the remaining 28%.  In 2007, Masonite
generated about 65% of its total sales from new home construction,
which tends to be more cyclical than home renovations, which
accounted for about 35% of total sales.

Masonite's diverse distribution network, however, is overshadowed
by its concentrated customer base, with its top 10 customers
accounting for more than half its total revenues.  In 2007,
Masonite lost 50% of its Home Depot sales volumes because of a
disagreement over price increases instituted in 2006.  The
full effect of the business loss culminated in third-quarter 2007.
With cost-cutting initiatives and facilities rationalization well
under way, management believes it can preserve operating margins
despite the loss of meaningful sales volumes, and eventually
reclaim some of the lost Home Depot business but in a more
profitable way in the future.

The outlook is negative.  Although Masonite has taken steps to
strengthen its cash flow, the ratings are still constrained by its
heavy debt burden and efforts to reduce leverage will be hampered
by deteriorating market conditions.  In addition, the loss of Home
Depot sales volumes, continuing residential construction and
renovation weakness in 2008, and increasingly tighter covenants
will pressure the company's financial risk profile.  Little
tolerance for additional debt or weaker earnings exists at the
current rating level, and failure to meaningfully improve
operating earnings and reduce gross debt in the near term could
lead to covenant compliance challenges and, potentially, Standard
and Poor's lowering the rating again.


MAXJET AIRWAYS: Files for Bankruptcy Amid High Fuel Prices
----------------------------------------------------------
MAXjet Airways Inc. has filed for Chapter 11 protection due to
fuel prices and the resulting impact on the credit climate for
airlines, the company said on its Web site.

Reuters relates that the company suspended trading of its stock
on December 7 as a result of an "inability to clarify its
financial position" and expected to liquidate all or part of its
business.

William D. Stockbridge, MAXjet's president and chief executive
officer, assured customers that they will be provided
assistance in securing alternative flight accommodations.

MAXjet said it has contracted with Eos Airlines for seats on
Eos' scheduled all-Premium service to accommodate passengers
awaiting a return flight between New York and London.  Passengers
needing return travel between London, Los Angeles and Las Vegas
will be contacted regarding their flight re-accommodations.

The company also advised that customers who choose to make flight
accommodations directly should seek a refund from their point of
purchase (credit card or travel agency) for the unused leg of
their journey.

MAXjet further told customers that it has secured hotel rooms in
London, New York, Las Vegas and Los Angeles through early
January 2008 which it will provide to affected passengers whose
travel plans have been disrupted.

Based in Dulles, Va., MAXjet Airways Inc. (LSE:MAXJ.L) --
http://www.maxjet.com/-- is an all-business class airline
serving trans-Atlantic routes.


MAXJET AIRWAYS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: MAXjet Airways, Inc.
        45025 Aviation Drive, Suite 400
        Dulles, VA 20166

Bankruptcy Case No.: 07-11912

Type of Business: The Debtor is an all-business class, long-haul
                  airline company.  It has introduced scheduled
                  services with flights from London Stansted
                  Airport to New York.  As of December, 2006, it
                  leased five B767 aircraft.  Its customers are
                  both business and leisure travelers.  At the
                  airport, its product features check-in
                  facilities located in primary terminals,
                  security and a business class departure lounge
                  and arrivals facility.  Its flights features
                  deep-recline seats (170 degree) spaced at a 60
                  inch pitch, portable entertainment systems,
                  stowage space and business class catering.  See
                  http://www.maxjet.com/

Chapter 11 Petition Date: December 24, 2007

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl & Jones, L.L.P.
                  919 North Market Street, 17th Floor
                  Wilmington, DE 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Israeli Aicraft                Trade                 $2,378,074
9.7239E+io
Avi Katz
Israel Aerospace Industries
Ben Gurion International
Airport
L.O.D. 70100- Department 1611
Bedek Aviation Group
Tel Aviv, Israel

Alitalia Servizi               Trade                 $995,536
390665434314
Maura Francazi
Piazza Almerica da Sohia
s.n.c.
PaL. R.P.U. R.E.A. di Roma
n. 1081498
P.I.V. A e Cfiscale
08228671007

Lufthansa Technk AG            Trade                 $981,400
40507064762
Ina Hauke
Weg beim Jager 193
D-22335 Hamburg

Alpha Flight Services          Trade                 $926,843
208-580-3376
Raymond Adjei
Europa House, 804 Bath Road,
Cranford, Middlesex, TW5 9US

Raisson                        Trade                 $571,336
1279661012
Hilary Hibbs
Waltham Close
London Stansted Airport
Essex CM24 I.P.P., U.K.

Delta Air Lines, Inc.          Trade                 $569,691
404-773-1634
Jean Francis
1030 Delta Boulevard
Atlanta GA 30320

J.L. T. Aerospace              Trade                 $510,058
703-459-2382
Claudia Lewis
13873 Park Center Road
Herndon, VA 20171

Digecor Digital                Trade                 $426,740
801-489-2140
Eric Vemon
P.O. Box 584
Springvile, UT 84663

Her Majesties Revenue &        Governent debt        $350,079
Customs
00441895817334
Malcolm Clarke
Valiant House
1 Park Road, Uxbridge
Middlesex, UB78 lRW

S.R. Technics U.K., Ltd.       Trade                 $349,377
1279825241
Malcolm Head
Long Border Road
Stansted Airport,
Essex, CM24 IRE, UK

B.A.A. Businss Support Centre  Trade                 $337,960
141-585-6020
Lisa Sullivan
Carlson House
Mossland Road
Hilington, Glasgow G62 4RX

Mezzo Movies                   Trade                 $267,581
207 -092-1780
Daniel Nagler
Moor Lane
Derby, DE24 8BJ

S.H.&E.                        Trade                 $200,000

N.A.T.S.                       Trade                 $193,567

Servisair Globeground          Trade                 $183,255

Los Angeles World Airports     Trade                 $181,623

Lifeline Cirtical Logistics    Trade                 $176,283

Ultimate Aircraft              Trade                 $168,222

A.T.&T. Mobility               Trade                 $150,912

71H Floor Consultancy, Ltd.    Trade                 $140,524


MAXUM PETROLEUM: S&P Assigns B- Rating to $155 Mil. Senior Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' loan rating and
'5' recovery rating on the $155 million senior secured term loan
of Maxum Petroleum Inc. (no corporate credit rating) on
CreditWatch with negative implications.  At the same time, S&P
affirmed the 'B' corporate credit rating and stable outlook on
Maxum's parent company, SPI Petroleum LLC.

"The CreditWatch listing reflects the disadvantaged position of
the term loan given the recent increase of $50 million to the
firm's senior secured $335 million first-lien revolving credit
facility," said Standard & Poor's credit analyst Ms. Amy Eddy.

However, Maxum plans to complete an IPO of common stock in early
January 2008, with proceeds used to pay off the term loan.  It is
not clear if the IPO will be successful, given the current
volatility of the equity markets.  In the event the company is not
successful, S&P would lower the term loan rating to 'CCC+' (two
notches below the 'B' corporate credit rating on the parent
company) from 'B-' and lower the recovery rating to '6',
indicating expectation of negligible (0%-10%) recovery in the
event of a payment default, from '5'.  The '5' recovery rating
indicates expectation of modest (10%-30%) recovery in the event of
a payment default.

Maxum participates in the very fragmented distribution market for
diesel fuel, lubricants, and chemicals.  Diesel fuel distribution
is Maxum's most significant market, at approximately half of gross
profits.


MBS COS: Fitch Reviews Ratings on Imminent Default of 56 Loans
--------------------------------------------------------------
Fitch Ratings has reviewed the potential ratings impact of the
existing or imminent default of 56 loans in 37 commercial
mortgage-backed securities deals where MBS Cos. is the current
borrower.  MBS is an owner and operator of apartment properties in
Texas.

Of the total $777 million of MBS exposure, Fitch has identified 34
loans, representing $376 million, in 17 Fitch rated CMBS deals.
Exposure to MBS by outstanding balance ranges from 0.16% to 3.6%
in each transaction.  The transactions were securitized between
1999 and 2006.  Each transaction has a first loss unrated bond
ranging from $15 million to $53 million to absorb expected losses.
When Fitch applies a 40% hypothetical loss severity to each MBS
loan, this could result in impairment to selected bonds rated 'B-'
and below.


MERIDIAN GOLD: Shareholders OKs Plan of Arrangement Completion
--------------------------------------------------------------
Meridian Gold Inc. has received shareholder approval relating to
the completion of the plan of arrangement under which Yamana Gold
Inc. will acquire the remaining approximate 10% of Meridian common
shares.

The remaining Meridian shares will be acquired for the same
consideration as the offer of CDN$7 cash plus 2.235 Yamana common
shares for each Meridian share.

The transaction is expected to become effective on Dec. 31, 2007,
followed by the delisting of Meridian common shares from the
Toronto Stock Exchange and the New York Stock Exchange during the
first week of January 2008.

Meridian shareholders who have not yet delivered their Meridian
share certificate and a letter of transmittal to CIBC Mellon Trust
Company in Toronto, Ontario must do so in order to receive the
consideration the shareholder is entitled to following the
effective date of the transaction.

Cheques and Yamana share certificates will be sent to all
shareholders who have delivered their Meridian share certificate
and a letter of transmittal to CIBC Mellon Trust Company in
Toronto, Ontario following the effective date of the transaction.

For further information regarding the delivery of share
certificates and letter of transmittal, contact:

     CIBC Mellon Trust Company
     P.O. Box 1036
     Adelaide Street Postal Station
     Toronto, Ontario
     Tel (416) 643-5500
          1-800-387-0825 (Toll-free)
     Email inquiries@cibcmellon.com

                    About Yamana Gold Inc.

Yamana Gold Inc. (TSX:YRI)(NYSE:AUY)(LSE:YAU) is a Canadian gold
producer with gold production, gold development stage properties,
exploration properties, and land positions in Brazil, Argentina,
Chile, Mexico, Central America and the United States.  Yamana is
producing gold at intermediate company production levels in
addition to significant copper and silver production.  Company
management plans to continue to build on this base through
existing operating mine expansions and throughput increases, the
advancement of its exploration properties and by targeting other
gold consolidation opportunities in Brazil, Argentina and
elsewhere in the Americas.

                    About Meridian Gold Inc.

Headquartered in Reno, Nevada, Meridian Gold Inc. (TSE:MNG)
(nyse:mdg) -- http://www.meridiangold.com/-- is a mid-tier gold
producer with mining operations in Chile, development projects in
Nevada and Chile, and exploration projects throughout the
Americas.  The company has been engaged in mining and the
exploration of gold and other precious metals.  During the year
ended Dec. 31, 2006, Meridian's revenue producing properties were
its El Penon mine and Minera Florida mine in Chile.  The company
has advanced stage exploration programs in Chile, Mexico and the
United States.  Early stage exploration programs are conducted
primarily in Chile, Mexico, Nicaragua, Peru and the United States.


MILACRON INC: Weak Credit Metric Cues Moody's to Cut Ratings
------------------------------------------------------------
Moody's Investors Service lowered the ratings of Milacron Inc.
Corporate Family, to Caa2 from Caa1; Probability of Default, to
Caa2 from Caa1; and senior secured notes, to Caa2 from Caa1. The
lowered ratings reflect the company's weak credit metrics and
ongoing cash flow pressures.  Milacron continues to face cyclical
pressures in its plastics machinery markets and ongoing required
pension payments.

Without additional actions by the company's management, Moody's
views the company's liquidity over the next twelve months to be at
risk of deterioration resulting from stagnant free cash flow
prospects over the intermediate term, and required pension
payments and interest costs.  Milacron will continue to have
required pension payments after 2008. The company's ongoing cash
requirements combined with a continued liquidity pressures could
limit the company's operating flexibility over the intermediate
term.

The negative outlook reflects the company's weak operating metrics
and the expectation that absent new cash sources the company's
liquidity profile will narrow following the scheduled pension
payments due in 2008.  Milacron's current liquidity is sufficient
to make the required pension payments in 2008.  In addition, the
company has frozen its current U.S. defined pension plan.
However, operating flexibility could be impaired if the company's
liquidity profile deteriorates.  As of Sept. 30, 2007, Debt/EBITDA
was 10.6x, and EBIT/Interest Coverage of 0.7x.

As of Sept. 30, 2007, Milacron maintained $37.5 million of cash on
its balance sheet and approximately $42 million available under
its asset based revolving credit facility.  The asset based
facility requires the company to maintain $10 million of excess
availability, limits capital expenditures, and contains a
springing minimum fixed charge coverage ratio in the event that
excess availability is less than $5 million.  There is moderate
availability under the company's senior secured notes' debt
incurrence test for Milacron to obtain additional financing.

* The ratings lowered are:

  -- Corporate Family rating, to Caa2 from Caa1

  -- Probability of Default, to Caa2 from Caa1

  -- $225 million of 11.5% guaranteed senior secured notes due
     2011, to Caa2 (LGD3 45%) from Caa1 (LD3 44%)

  -- Milacron maintains a $105 million asset based revolving
     credit facility which is not rated by Moody's.

The prior press release was on Jan. 10, 2006 confirming Milacron's
ratings and changing the outlook to negative.

Factors that could contribute to a stabilization of the rating
outlook include: substantial growth in new business priced at
profitable margins; stabilized raw material costs resulting in
improved margins; additional equity contributions; or actions
taken to improve liquidity.  Consideration for a stabilized rating
outlook or upward rating migration would arise if any combination
of these factors were to result in leverage approaching 6.0x, or
result in EBIT/interest coverage approaching 1x.

Factors that could result in ratings downgrades include: liquidity
not being adequately maintained over the next twelve months;
increases in raw material prices which are not passed on to
customers; deterioration in the company's plastic machinery end
markets; or the inability to security additional liquidity and or
financing to mitigate the minimum pension funding requirements in
2008.  Consideration for downward rating migration would arise if
any combination of these factors were to result in deteriorating
liquidity.

Milacron, headquartered in Cincinnati, Ohio, is a leading global
manufacturer and supplier of plastics-processing equipment and
related supplies.  Milacron is also one of the largest global
manufacturers of synthetic water-based industrial fluids used in
metalworking applications.  The company has major manufacturing
facilities in North America, Europe and Asia.  Milacron's annual
revenues approximated $789 million over the last twelve months.


MIRANT CORP: Cash Flow Improvement Cues Moody's to Lift Ratings
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Mirant
Corporation (Mirant: Corporate Family Rating to B1 from B2) and
its subsidiaries Mirant Mid-Atlantic, LLC (MIRMA: pass through
trust certificates to Ba1 from Ba2), Mirant North America, LLC
(MNA: senior unsecured to B1 from B2 and senior secured to Ba2
from Ba3) and Mirant Americas Generation, LLC (MAG: senior
unsecured to B3 from Caa1).  Additionally, Mirant's Speculative
Grade Liquidity (SGL) rating was revised to SGL-1 from SGL-2.
The rating outlook is stable for Mirant, MNA, MAG, and MIRMA.

"The ratings upgrade reflects a significant improvement in
Mirant's consolidated cash flow and financial metrics driven by
declining reserve margins and an increase in the price paid for
power and capacity in the markets that Mirant operates" said
Moody's Vice President Scott Solomon.  "These market conditions
are expected to remain favorable for Mirant for at least the next
several years".

Specifically, the ratings upgrade reflects an expectation that
Mirant's consolidated ratio of adjusted consolidated cash from
operations (before changes in working capital) to adjusted
consolidated debt to be at least 15% and CFO pre W/C to adjusted
interest expense to be at least 3 times over the next several
years under most reasonable scenarios.  These ratios, as
calculated by Moody's, are projected to be approximately 18% and 3
times at year-end.

Mirant's sound financial metrics, however, are balanced by the
merchant power generator's business risk profile, limited fuel and
geographic diversification, a sizable near-term capital
expenditure program and a financial policy that has been geared
toward shareholder rewards.

The revision of the Speculative Grade Liquidity rating to SGL-1
reflects Moody's expectation that Mirant will maintain a very good
liquidity profile over the next 12-month period as a result of its
generation of strong internal cash flows, maintenance of
significant cash balances and access to substantial revolving
credit availability.

These ratings/LGD assessments were affected by this action:

  -- Mirant Corporation, Corporate Family Rating upgraded to B1
     from B2;

  -- Mirant Corporation, Probability of default rating upgraded
     to B1 from B2;

Mirant Mid-Atlantic, LLC

  -- Approximately $940 million pass through certificates
     upgraded to Ba1 (LGD 2, 15%) from Ba2 (LGD 2, 12%);

Mirant North America, LLC

  -- $850 million 7.375% senior unsecured bonds due 2013
     upgraded to B1 (LGD 4, 55%) from B2 (LGD 4, 52%);

  -- $800 million senior secured revolving credit facility due
     2013 upgraded to Ba2 (LGD 2, 21%) from Ba3 (LGD 3, 32%);

  -- $556 million (originally $700 million) senior secured term
     loan due 2013 upgraded to Ba2 (LGD 2, 21%) from Ba3 (LGD
     3, 32%);

Mirant Americas Generation, LLC

  -- $850 million 8.3% senior unsecured notes due 2011 upgraded
     to B3 (LGD 5, 85%) from Caa1 (LGD 5, 85%);

  -- $450 million 8.5% senior unsecured notes due 2021 upgraded
     to B3 (LGD 5, 85%) from Caa1 (LGD 5, 85%);

  -- $400 million 9.125% senior unsecured notes due 2031
     upgraded to B3 (LGD 5, 85%) from Caa1 (LGD 5, 85%).

Mirant Corporation, headquartered in Atlanta, Georgia, is an
independent power producer that owns or leases a portfolio of
electricity generating facilities totaling 10,300 megawatts.


MORGAN STANLEY: Moody's Downgrades Ratings on Two Certificates
--------------------------------------------------------------
Moody's Investors Service downgraded two certificates issued by
Morgan Stanley Mortgage Loan Trust in 2004.  The action is based
on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.

Losses have already begun to erode the overcollateralization
while losing credit enhancement provided by subordination due to
stepdown, leaving the rated bonds less protected.  As of November
2007, the OC in the deal was below target.  The transaction is
backed by Alt-A, adjustable-rate mortgage loans.

Complete rating actions are:

- Issuer: Morgan Stanley Mortgage Loan Trust 2004-6AR

  -- Class 1-B-1, downgraded from Baa1 to Ba1;
  -- Class 1-B-2, downgraded from Baa2 to Ba3.


MOUNTAINEER GAS: Fitch Rates $90 Million Notes at BB
----------------------------------------------------
Fitch has rated the $90 million of notes issued by Mountaineer Gas
Company 'BB'.  The notes were issued in two series:

  -- 7.58% $70 million note due 2017;
  -- $20 million floating-rate series priced at LIBOR + 2.625%.

The notes are unsecured and rank equally with existing and future
unsecured debt of MGC.  The proceeds of the notes were used to
refinance $87 million of long-term debt.  MGC also amended its
bank credit facility to reduce the amount to
$125 million from $135 million and adjust the covenants.  The
refinancing eliminated relatively large principal payments of $18
million that were formerly scheduled for 2008.

Completion of the refinancing improved MGC's short-term liquidity
position by extending its long-term debt maturities and conforming
covenants to current cash flow expectations.

MGC's ratings are supported by regulated local gas distribution
operations with a leading market share in West Virginia, and an
adequate purchased gas adjustment mechanism and satisfactory
liquidity following the close of the refinancing.  Additionally,
MGC benefits from a gas procurement plan approved by the West
Virginia Public Service Commission and access to adequate supply
and storage.  MGC's relationship with the WVPSC is considered
balanced, despite a historically challenging regulatory
environment overall for regulated utilities in West Virginia.

Rating concerns include the risks associated with rising operating
costs during a period of frozen base rates that extends through to
April 2010, above-average rates of demand destruction as a result
of warmer than normal weather and conservation, and an
economically disadvantaged service territory.  Lower demand has
led to lower than forecasted cash flows and credit metrics that
are weak relative to 'BB' guidelines. MGC's EBITDA to interest was
2.14 times for the 12 months ending Sept. 30, 2007.

MGC is a local gas distribution company that serves 223,500
customers in West Virginia.  MGC was purchased by a private
partnership between an affiliate of ArcLight Energy Partners Fund
II and IGS Utilities LLC in 2005.


MOVIE GALLERY: Files Joint Plan and Disclosure Statement
--------------------------------------------------------
Movie Gallery Inc. and its debtor subsidiaries filed a Joint Plan
of Reorganization and Disclosure Statement with the United States
Bankruptcy Court for the Eastern District of Virginia, Richmond
Division, on December 22, 2007.  A hearing to consider approval of
the Disclosure Statement has been scheduled for January 29, 2008.

The Company said the Plan is supported by both Sopris Capital
Advisors LLC, in its capacity as the largest holder of Movie
Gallery's 11% Senior Notes and in its capacity as a substantial
holder of claims under Movie Gallery's second lien credit
agreement, as well as the steering committee for holders of claims
under Movie Gallery's first lien credit agreement.

Movie Gallery expects that it will ask the Bankruptcy Court to
confirm the Plan early in the second quarter of 2008, and hopes to
emerge from bankruptcy shortly thereafter.

"The filing of our Plan is a significant step towards emerging
from Chapter 11 as a stronger, more competitive company," said Joe
Malugen, chairman, president and chief executive officer of Movie
Gallery.  "We have made substantial progress in addressing our
operational and financial challenges and we are confident that the
company will be well-positioned to operate profitably and create
value for all of its stakeholders upon emergence."

The Plan provides for:

   -- Conversion of the Company's $325 million 11% Senior Notes
      and other general unsecured claims into new equity of
      reorganized Movie Gallery;

   -- Conversion of approximately $72 million of the Company's
      $175 million second lien indebtedness, held by Sopris,
      into equity of reorganized Movie Gallery;

   -- The Company's first lien indebtedness would remain in
      place on restructured terms in accordance with that
      certain First Lien Term Sheet attached to the Plan;

   -- The Company's remaining second lien debt -- following
      conversion of the second lien debt held by Sopris -- would
      remain in place on restructured terms set forth in that
      certain Second Lien Term Sheet attached to the Plan;

   -- A commitment by Sopris to backstop a $50 million equity
      rights offering to be made available to eligible 11%
      Senior Noteholders; and

   -- Existing shares of the Company's common stock will be
      cancelled.

Mr. Malugen added, "I want to thank all of our partners and
associates, whose perseverance and commitment to Movie Gallery has
played a significant role in helping us reach this significant
milestone."

The Disclosure Statement contains a historical profile of
the company, a description of proposed distributions to creditors,
as well as many of the technical matters required for the
solicitation process, like descriptions of who will be eligible to
vote on the Plan and the voting process itself.

                   About Movie Gallery Inc.

Headquartered in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment
specialty retailer.  The company owns and operates 4,600 retail
stores that rent and sell DVDs, videocassettes and video games.
It operates over 4,600 stores in the United States, Canada, and
Mexico under the Movie Gallery, Hollywood Entertainment, Game
Crazy, and VHQ banners.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849
to 07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, represent the
Debtors.  Michael A. Condyles, Esq., and Peter J. Barrett, Esq.,
at Kutak Rock LLP, serve as the Debtors' local counsel.  The
Debtors' claims & balloting agent is Kutzman Carson Consultants
LLC.

When the Debtors' filed for protection from their creditors,
they listed total assets of US$891,993,000 and total liabilities
of US$1,419,215,000.


NORTH AMERICAN: Offering $15.5 Million of Common Stock & Warrants
-----------------------------------------------------------------
North American Scientific Inc. entered into a Securities Purchase
Agreement providing for the private placement of 63,008,140 shares
of common stock of the company, par value $0.01 per share, and
warrants to purchase 3,150,407 shares of common stock for a total
purchase price of $15.5 million.

The agreement was entered with Three Arch Partners IV L.P. and
affiliated funds, SF Capital Partners Ltd. and CHL Medical
Partners III L.P. and an affiliated fund.

The purchase price is equal to $0.246 per Security, of which $0.01
is allocated to the warrants.  The purchase price represents a 40%
discount to the volume weighted average price of the common stock
on the Nasdaq Global Market.

The warrants have an exercise price of $0.246 per share, subject
to certain adjustments.  The warrants may be exercised no earlier
than 180 days from the closing date of the transaction and will
expire seven years from the date of issuance.

In order to close the private placement, the company must obtain
stockholder approval of the private placement and the amendment of
its certificate of incorporation to increase the number of shares
of common stock it is authorized to issue.

The agreement requires that the company file a preliminary proxy
statement, information statement or consent statement with the
Securities and Exchange Commission to solicit stockholder
approval.  The company expects to close the Private Placement soon
as practicable after it obtains stockholder approval.

The investors have agreed to purchase these amounts of Securities
in the offering:

     a) Investor: Three Arch Partners
        Shares: 40,650,420
        Warrants (Shares issuable upon exercise): 2,032,521

     b) Investor: SF Capital
        Shares: 10,162,600
        Warrants (Shares issuable upon exercise): 508,130

     c) Investor: CHL
        Shares: 12,195,120
        Warrants (Shares issuable upon exercise): 609,756

Three Arch Partners currently owns 5,121,638 shares of common
stock.  If the transaction is consummated, Three Arch Partners'
percentage ownership of the outstanding common stock will increase
from approximately 17.3% to 49.4% and 43.9% of the common stock on
a fully diluted basis.

The net proceeds to the company of the private placement after
payment of fees and expenses are expected to be approximately
$14,115,000.  The terms of the private placement were approved by
a committee of the company's board of directors consisting only of
disinterested directors.

The company's directors and executive officers have executed lock-
up agreements restricting their ability to sell shares of the
common stock for 180 days after the closing of the transaction.
The investors will be required to enter into such lock-up
agreements prior to the closing of the transaction.

CIBC World Markets Corp. is acting as sole placement agent in
connection with the private placement.  If the private placement
is consummated as discussed herein, the placement agent will
receive aggregate fees of approximately $1,085,000 plus
reimbursement for reasonable out-of-pocket fees and expenses.

Documents filed with the SEC by the company will be available free
of charge from:

     North American Scientific Inc.
     Corporate Secretary
     20200 Sunburst Street
     Chatsworth, CA 91311
     Tel (818) 734-8600

                      About North American

Headquartered in Chatsworth, California, North American Scientific
Inc. (NasdaqGM: NASI) -- http:www.nasmedical.com/ -- provides
radiation therapy products in the fight against cancer.  Its
products provide physicians with tools for the treatment of
various types of cancers.   They include Prospera(R) brachytherapy
seeds and SurTRAK(TM) needles and strands used primarily in the
treatment of prostate cancer.  In addition the company plans to
commercialize its ClearPath(TM) multi-channel catheter breast
brachytherapy devices in 2007, which are the only devices approved
for both high dose and continuous release, or low dose, radiation
treatments.  The devices are designed to provide flexible, precise
dose conformance and an innovative delivery system that is
intended to offer the more advanced form of brachytherapy for the
treatment of breast cancer.

                       Waiver and Consent

On Sept. 14, 2007, NASI and its wholly-owned subsidiary, North
American Scientific Inc. entered into a fourth amendment to loan
and security agreement with Silicon Valley Bank.  The amendment
modified the Oct. 5, 2005, loan and security agreement.  The
fourth amendment included:

   (i) a forbearance by Silicon Valley from exercising its
       rights and remedies against the company, until such time
       as Silicon Valley determines in its discretion to cease
       such forbearance, due to the defaults on the tangible
       net worth covenant in the Loan Agreement as of July 31,
       2007, and Aug. 31, 2007; and

  (ii) a consent to a subordinated debt facility of up to
       $750,000 with Agility Capital LLC.


NORTH CAROLINA MEDICAL: S&P Revises Outlook to Positive from Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
North Carolina Medical Care Commission's Radian insured series
2003 bonds, issued for Maria Parham Medical Center, to positive
from negative, reflecting MPMC's successful financial turnaround
following three years of operating and net losses.

At the same time, Standard & Poor's affirmed its 'BB' underlying
rating on the commission's debt, issued for MPMC.

"If Maria Parham Medical Center demonstrates that operating
performance improvements are sustainable over the next one to two
years, then a rating upgrade is possible," said Standard & Poor's
credit analyst Mr. Karl Propst.

More specifically the 'BB' rating reflects a moderate, but growing
net patient revenue base driven by gains in inpatient and
ancillary patient utilization; dramatic financial turnaround in
fiscal 2007 driven by productivity and other operating
initiatives, which culminated in operating and net excess of
$2.4 million and $3.9 million, respectively, and compared with the
previous three fiscal years; strong cash flow growth and coverage
of maximum annual debt service; and MPMC's continued leading
market share in its primary service area and sole community
provider status in Vance County.

Offsetting credit factors include moderately high leverage
characterized by long-term debt-to-capitalization ratio of 54%,
and light liquidity for the rating with a 35% cash to debt ratio,
and 84 days cash on hand; a local economy characterized by high
unemployment and low wealth levels resulting in a high mix of
Medicaid and self-pay patients; and a corresponding and
historically high bad debt percentage.

The revised rating outlook affects about $48.84 million in rated
debt.


NORTH PARK: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------
North Park Village LLC submitted to the U.S. Bankruptcy Court for
the District of Arizona its list of 20 largest unsecured
creditors, disclosing:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Chase Cardmember Service           Trade Debt             $46,656
P.O. Box 15298
Wilmington, DE 19850-5298

Arizona Republic                   Trade Debt             $40,816
P.O. Box 200
Phoenix, AZ 85001-0200

TLC Roofing & Remodeling                                  $35,407
32 South MacDonald
Mesa, AZ 85210

Pro Ceilings                       Trade Debt             $30,103

Showcase Components                Trade Debt             $15,204

Xeriscapes                         Trade Debt             $12,359

Arizona Carpet Care                Trade Debt             $11,144

Pucketts Flooring                  Trade Debt              $9,814

Urke & Stoller                     Acctng. Services        $8,678

Redi Carpet                        Trade Debt              $7,845

Allied Waste Services              Trade Debt              $7,378

Comptrol Technologies              Trade Debt              $5,089

Arizona Partsmaster                Trade Debt              $4,577

Apartment Home Solution            Trade Debt              $3,610

Mariscal Weeks                     Legal Services          $3,436

Allstaff Services                  Trade Debt              $3,000

Advanced Repair Technology         Trade Debt              $2,933

Design & Stone International       Trade Debt              $2,432

Spencer's TV & Appliance           Mechanic's Lien         $2,070

Advantage Plus                     Trade Debt              $1,766

Based in Phoenix, Arizona, North Park Village LLC owns and manages
apartments.  The company filed for Chapter 11 protection on
Dec. 7, 2007 (Bankr. D. Ariz. Case No. 07-06618).  Mark W. Roth,
Esq., at Hebert Schenk, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors it listed assets and liabilities of $10 million to
$50 million.


NORTH PARK: Files Schedules of Assets and Liabilities
-----------------------------------------------------
North Park Village LLC filed with the U.S. Bankruptcy Court for
the District of Arizona, its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                $47,846,500
  B. Personal Property             $3,705,257
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $29,042,203
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $22,257
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $274,441
                                  -----------    -----------
     TOTAL                        $51,551,757    $29,338,901

Based in Phoenix, Arizona, North Park Village LLC owns and manages
apartments.  The company filed for Chapter 11 protection on
Dec. 7, 2007 (Bankr. D. Ariz. Case No. 07-06618).  Mark W. Roth,
Esq., at Hebert Schenk, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors it listed assets and liabilities of $10 million to
$50 million.


NORTH PARK: Wants to Hire Hebert Schenk as Bankruptcy Counsel
-------------------------------------------------------------
North Park Village, LLC asks authority from the U.S. Bankruptcy
Court for the District of Arizona to employ Hebert Schenk P.C. as
its general bankruptcy counsel.

Hebert Schenk will:

   a) prepare pleadings and applications, and conduct examinations
      incidental to administration;

   b) advise the Debtor of his rights, duties, and obligations;

   c) advise the Debtor in the formulation and presentation of a
      plan of reorganization and disclosure statement; and

   d) render to the Debtor any other advisory and legal services
      necessary.

The Debtor says that the firm's professionals bill $110 to $400
per hour.

The Debtor assures the Court that the firm is disinterested as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.  It emphasizes that the firm represents no adverse interest
to its estates, but admits that one of the firm's counsel, Barbara
Lee Caldwell, Esq., still continues to perform legal services to
one of its creditors, Maricopa County, in a discrete but non-
related proceeding.  The firm confirms this and believes that this
relationship does not present an actual conflict of interest.

Based in Phoenix, Arizona, North Park Village LLC owns and manages
apartments.  The company filed for Chapter 11 protection on
Dec. 7, 2007 (Bankr. D. Ariz. Case No. 07-06618).  Mark W. Roth,
Esq., at Hebert Schenk, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors it listed assets and liabilities of $10 million to
$50 million.


NOVELL INC: Posts $17.9 Mil. Net Loss in Quarter Ended October 31
-----------------------------------------------------------------
Novell Inc. disclosed financial results for its fourth fiscal
quarter and full fiscal year ended Oct. 31, 2007.

The company reported net loss of $17.9 million for the quarter
ended Oct. 31, 2007, compared to a net income of $19.8 million for
the same quarter last year.

For the quarter, Novell reported net revenue of $245 million,
which excludes $6 million of revenue from its Swiss-based business
consulting unit, which Novell agreed to sell during the quarter.
This compares to net revenue of $234 million for the fourth fiscal
quarter 2006.  The loss from operations for the fourth fiscal
quarter 2007 was $13 million, compared to income from operations
of $4 million for the fourth fiscal quarter 2006.  The loss
available to common stockholders from continuing operations in the
fourth fiscal quarter 2007 was $9 million.  This compares to
income available to common stockholders from continuing operations
of $21 million for the fourth fiscal quarter 2006.  Foreign
currency exchange rates favorably impacted total revenue by
approximately $6 million and did not materially impact the loss
from operations year-over-year.

In the fourth fiscal quarter 2007, Novell entered into an
agreement to sell its Swiss-based business consulting unit.
Accordingly, all financial results for this unit were excluded
from Novell's continuing operations for income statement reporting
purposes and are reported as discontinued operations.

For the full fiscal year 2007, Novell reported net revenue of
$932 million and a loss available to common stockholders from
continuing operations of $26 million.  Comparatively, net revenue
for the full fiscal year 2006 was $919 million and income
available to common stockholders from continuing operations was
$4 million.  Foreign currency exchange rates favorably impacted
total revenue by approximately $15 million and negatively impacted
the loss from operations by $5 million year-over-year.

"We are pleased with our overall results for 2007," Ron Hovsepian,
president and CEO of Novell said.  "While undergoing
transformational change, we grew revenue and exceeded our
operating targets.  We are on the right path to long-term,
sustainable profitability."

Cash, cash equivalents and short-term investments were
approximately $1.9 billion at Oct. 31, 2007, up from $1.5 billion
last year.  Days sales outstanding in accounts receivable was 77
days at the end of the fourth fiscal quarter 2007, down from 86
days at the end of the year-ago quarter.  Total deferred revenue
was $768 million at the end of the fourth fiscal quarter 2007, up
$341 million, or 80%, from Oct. 31, 2006.  Cash flow from
operations was $77 million for the fourth fiscal quarter 2007,
compared to $62 million in the fourth fiscal quarter 2006.

At Oct. 31, 2007, the company's balance sheet total assets of $2.8
billion and total liabilities of $1.6 billion, resulting in total
stockholders' equity of $1.1 billion.

                       Financial Outlook

Novell management issued this financial guidance for the full
fiscal year 2008:

   * Net revenue is expected to be between $920 million and
     $945 million.

                       About Novell Inc.

Headquartered in Waltham, Massachusetts, Novell Inc. (Nasdaq:
NOVL) -- http://www.novell.com/-- delivers infrastructure
software for the Open Enterprise.  Novell provides desktop to data
center operating systems based on Linux and the software required
to secure and manage mixed IT environments.

                          *     *     *

Novell Inc.'s subordinated debt carries Moody's Investors
Service's B1 rating.


OMNICARE INC: Senior Unsecured Ratings Downgraded by S&P to B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Covington, Kentucky-based Omnicare Inc.  The corporate credit
rating was lowered to 'BB' from 'BB+'.  The outlook is
negative.  The subordinated debt and senior unsecured ratings were
lowered to 'B+' from 'BB-', and the preferred stock rating on the
company's convertible debentures was lowered to 'B' from 'B+'.
The senior unsecured and subordinated debt are rated the same (two
notches below the corporate credit rating), given the relative
weakness of the subsidiary guaranteeing the senior unsecured debt.

"The downgrades reflect Omnicare's performance in 2006 and 2007,"
said Standard & Poor's credit analyst Jesse Juliano.  The company
has performed well below Standard and Poor's  expectations at the
time of its initial ratings in December 2005.  Thus the new
ratings more accurately reflect the company's current financial
risk profile, rather than a forward-looking, improved financial
risk profile that has been slow to materialize.  The company's
EBITDA and cash flow have been weak relative to expectations, and
therefore debt reduction has been below what was anticipated.  The
downgrade also reflects Standard and Poor's belief that Omnicare
will continue to operate with a relatively weak financial risk
profile.

The ratings on Omnicare Inc. continue to reflect the company's
leading position as a provider of pharmacy services to nursing
homes and other long-term care providers, its still-solid
liquidity, and its ability to produce positive free cash flow
despite numerous operating hurdles over the past two years.  These
benefits are partially offset by the company's narrow business
focus, which exposes it to industry specific risks, such as the
potential for future reimbursement pressure.  In addition,
Omnicare experienced a number of major setbacks since its
acquisition of NeighborCare Inc. and the implementation of
Medicare Part D, and its financial risk profile remains weak
for the current rating.

Omnicare achieved its leading market position through a long
series of acquisitions, utilizing a mix of cash and stock.  The
company has leveraged its larger size to achieve economies of
scale in its operations and improve its purchasing clout with
pharmaceutical manufacturers.  Given Omnicare's presence in its
industry, it would be difficult for any national managed care
company to serve its nursing home and long-term care members
without operating through Omnicare.


ORLANDO CITYPLACE: Judge Jennemann Consents to Two-Part Asset Sale
------------------------------------------------------------------
The Hon. Karen Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida approved a two-part sale of The
Lexington Hotel owned by Orlando CityPlace LLC and its debtor-
affiliates, Jerry W. Jackson writes for the Orlando Sentinel.

The Court initially awarded New York-based iStar Financial Inc. as
highest bidder, which intends to reclaim the hotel for a $25
million first mortgage it holds against the Debtors, Sentinel
relates.

However the Court also gave VAF Sub-CDE III LLC, second mortgage
holder, until Dec. 28, 2007, to pool a total of $2 million in
order to become Lexington Hotel's manager and owner, Sentinel
says.

VAF has already given half of the $2 million as investment, which
will be forfeited upon failure to raise the other half by the set
deadline, Sentinel reveals.

The Debtors' largest creditors backed up VAF's offer and were
assured by VAF of a $150,000 settlement distribution for unsecured
creditors, Sentinel relates.

Both VAF and iStar have agreed to waive the Debtors' $17 million
debt outstanding should VAF close the sale deal, Sentinel says.

As reported in the Troubled Company Reporter on Dec. 6, 2007, the
Debtors asked the Court for approval to sell their 228 unit
condominium in Orlando, Florida.

The Debtors previously set the minimum bid at $30 million, but
finally settled for "firm" bids after no purchaser made a bid
equal or more than the required amount.

                       About Orlando CityPlace

Based in Orlando, Florida, Orlando CityPlace LLC and its
affiliates -- http://www.lexingtonorlando.com/-- develop real
estate property.  The Debtors own the Lexington Hotel and District
Five Restaurant on Orlando.

The company and its affiliates filed for Chapter 11 protection on
July 23, 2007 (Bankr. M.D. Fla. Lead Case No. 07-03159).  Jimmy D.
Parrish, Esq., Mariane L. Dorris, Esq., and R. Scott Shuker, Esq.,
at Latham, Shuker, Eden & Beaudine, LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, Orlando CityPlace, LLC listed
total assets of $55,000,000, and total debts of $44,000,000, while
O.C.P. Corner, LLC listed total assets of $2,000,000 and total
debts of $1,700,000.  Orlando CityPlace II, LLC listed total
assets and debts of $1 million to $100 million.


PANHANDLE (TX): Moody's Downgrades Revenue Bonds' Ratings
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings on the
Panhandle (TX) Regional Housing Finance Corporation Multi-Family
Housing Revenue Bonds (Canterbury/Three Fountains/River
Falls/Puckett Place Apartments) to Caa3 from Caa2 (Senior Series
2000A), to C from Ca (Subordinate Series 2000C), and to C from Ca
(Junior Subordinate Series 2000D) based on continued payment
defaults and declining occupancy.  The Senior Series 2000 B bonds
have matured and the Subordinate E Series bonds are not rated.

On Aug. 10, 2007, the trustee for the bonds issued a notice of
default stating that the borrower, Amarillo Affordable Housing,
LLC, failed to make deposits sufficient to make the basic loan
payments and additional loan payments with respect to the Series
A, C, D and E bonds.  As previously reported, there have been
payment defaults on the series C, D and E bonds on the Sept. 1,
2006 interest payment date.  The failure to make timely payments
continued, and an additional payment default occurred with respect
to all outstanding series of bonds on March 1, 2007.  In addition,
management reports that another payment default occurred on the
Sept. 1, 2007 interest payment date, when no principal or interest
was paid.

According to both the Aug. 10, 2007 notice to bondholders and a
Feb. 22, 2007 notice, the trustee does not intend to make up any
shortfalls in the Bond Funds by transferring amounts from the
applicable Debt Service Reserve Funds.  The trustee intends to
reserve these resources and apply them in the pursuit of remedial
actions to conserve the projects.

Outlook

The outlook for the bonds is negative based on the continued
decline in project occupancy and Moody's expectation that payment
defaults will continue.


PERFORMANCE TRANS: Creditors Back Tight Budget on Professionals
---------------------------------------------------------------
D.E. Shaw Laminar Portfolios L.L.C. and Quadrangle Debt Recovery
Advisors LP, contend with the U.S. Bankruptcy Court for the
Western District of New York, that the economics of the
Performance Transportation Services Inc. and its debtor-
affiliates' bankruptcy cases require a tight budget for all
professionals, but particularly The Official Committee of
Unsecured Creditors'.

D.E. Shaw and Quadrangle, together, hold a majority of the second
lien debt issued pursuant to the Debtors' Second Lien Credit and
Guaranty Agreement dated Jan. 26, 2007.

James C. Tecce Esq., at Quinn Emanuel Urquhart Oliver & Hedges,
LLP, in New York, asserts that any fees and expenses paid to the
Committee's professionals is the Second Lien Lenders' money.

Accordingly, D.E. Shaw and Quadrangle propose to the Court that:

   -- the Second Lien Lenders, along with the First Lien
      Lenders and the Debtors, discuss and agree upon an
      appropriate amount of monthly fees and expenses to be
      included in the DIP budget to pay the proposed Committee
      professionals; and

   -- fees and expenses incurred in excess of the budgeted
      amounts be payable solely from unsecured creditors'
      recoveries and not be allowed administrative expense
      claims.

Mr. Tecce contends that the Debtors' estates may be saddled with
significant claims that will need to be paid pursuant to a Chapter
11 plan of reorganization -- even if the plan provides no recovery
for unsecured 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).


PERFORMANCE TRANS: Can Hire FTI Consulting as Financial Advisors
----------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the Western
District of New York to employ FTI Consulting Inc. as their
financial advisors.

President and chief executive officer Jeffrey L. Cornish of
Performance Logistics Group Inc., said that FTI possesses a
longstanding relationship with the Debtors in that the firm
rendered financial advisory services to the Debtors when the
Debtors filed for bankruptcy in 2006.

FTI is expected to:

   a. assist the Debtors with information and analyses required
      pursuant to the Debtors' debtor-in-possession financing;

   b. assist with the identification and implementation of
      cash management procedures;

   c. assist with the review and development of a long-range
      business plan and supporting analyses;

   d. assist with the identification of executory contracts
      and leases and performance of cost/benefit evaluations
      with respect to the affirmation or rejection of those
      contracts or leases;

   e. assist in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, cash flow projections and budgets, cash
      receipts and disbursement analysis, analysis of various
      asset and liability accounts and analysis of proposed
      transactions for which Court approval is sought;

   f. attend meetings and assist in discussions with potential
      investors, banks and other secured lenders, any official
      committee appointed in the Chapter 11 cases, the United
      States Trustee, other parties-in-interest and
      professionals hired by these parties, as requested;

   g. assist in the preparation of information and analyses
      necessary for the confirmation of a plan of
      reorganization in the Chapter 11 cases, including
      information contained in the disclosure statement;

   h. assist in the evaluation and analysis of avoidance
      actions, including fraudulent conveyances and
      preferential transfers;

   i. provide accounting and tax support;

   j. testify on case-related issues as required by the
      Debtors; and

   k. render other financial advisory services as the Debtors'
      management or counsel may deem necessary that are
      consistent with the role of a financial advisor and not
      duplicative of services provided by other professionals
      in the Debtors' bankruptcy cases.

The Debtors will pay FTI based on its professionals' hourly
rates:

        Professional                                Rate
        ------------                                ----
        Senior Managing Directors                $595 - $695
        Directors/Managing Directors             $435 - $590
        Associates/Consultants                   $215 - $405
        Administration/Paraprofessionals          $95 - $175

The Debtors will also reimburse FTI for reasonable and necessary
expenses incurred in connection with their Chapter 11 cases,
including, but are not limited to, airfare, meals, hotel
accommodations, telephone, industry research, duplicating and
printing.

David J. Beckman, a senior managing director with FTI Consulting
Inc., relates that according to his firm's books and records,
during the 90-day period before to the Debtors' Petition Date, FTI
received $128,145.78 from the Debtors for professional services
performed and expenses incurred.

"FTI's current estimate is that it has received unapplied advance
payments from the Debtors in excess of prepetition billings in the
amount of $100,000," Mr. Beckman said.  "The Debtors and FTI have
agreed that the retainer will not be segregated by FTI in a
separate account but will be held until the end of the Debtors'
chapter 11 cases and applied to FTI's final approved fees."

Mr. Cornish tells the Court that Mr. Beckman and the FTI
employees will not be entitled to any salary from the Debtors.
The FTI employees will draw their salary and receive health and
other benefits from FTI.

Mr. Beckman adds that, to the best of his knowledge, FTI is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b) 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: Can Employ Sitrick as Comms. Consultants
-----------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
obtain permission from the U.S. Bankruptcy Court for the Western
District of New York to employ Sitrick and Company Inc., as their
corporate communications consultants.

Jeffrey L. Cornish, president and chief executive officer of
Performance Logistics Group Inc., related that Sitrick served as
corporate communications consultants when the Debtors filed for
bankruptcy in 2006.

Before the Debtors' bankruptcy filing, Mr. Cornish said, Sitrick
assisted in the development of a comprehensive communications
strategy designed to facilitate the smooth transition of the
Debtors' operations into Chapter 11.  Among other things, Sitrick
prepared public announcements of the commencement of the Debtors'
Chapter 11 cases and prepared other communications to all relevant
constituencies.

Sitrick is expected to:

   a. develop and implement communications programs and related
      strategies and initiatives for communications with the
      Debtors' key constituencies, including customers,
      employees, vendors, shareholders, bondholders and the
      media, regarding the Debtors' operations and financial
      performance and the Debtors' progress through the Chapter
      11 process;

   b. develop public relations initiatives for the Debtors to
      maintain public confidence and internal morale during the
      Chapter 11 cases;

   c. prepare press releases and other public statements for
      the Debtors, including statements relating to major
      Chapter 11 events;

   d. prepare other forms of communication to the Debtors' key
      constituencies and the media, potentially including
      materials to be posted on the Debtors' Web sites; and

   e. perform other communications consulting services as may
      be requested by the Debtors.

Before bankruptcy filing, the Debtors provided Sitrick with a
$25,000 retainer and a refundable expense advance of $10,000 for
all reasonable and necessary out-of-pocket expenses incurred,
including, but not limited to, transportation, lodging, food,
production costs and copying services.  As of the Petition Date,
Mr. Cornish said, the Debtors did not owe Sitrick any amounts for
prepetition services rendered.

The Debtors tell the Court that Sitrick will charge for its
professional services on an hourly basis -- its ordinary and
customary hourly rates range from $165 to $850.  The firm will
also seek reimbursement of actual and necessary out-of-pocket
expenses.

Anita-Marie Laurie, an employee of Sitrick and Company Inc.,
assures the Court that Sitrick is a "disinterested person" as that
term is defined in Section 101(14) 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).


PERKINS AND MARIE: Moody's Junks Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service downgraded Perkins & Marie Callender's
Inc.'s corporate family rating to Caa1 from B3, its senior secured
credit facilities rating to B1 from Ba3, and the senior unsecured
notes rating to Caa2 from Caa1.

Concurrently, the company's speculative grade liquidity rating was
lowered to SGL-4 from SGL-3.  The rating outlook was revised to
negative.

The rating action mainly reflects Moody's concern over PMC's
deteriorating liquidity position, stemming from the company's
potential difficulty in meeting its covenant requirements under
its credit agreement.  In particular, the maximum leverage ratio
covenant remained very tight at the end of third quarter 2007(Oct.
7, 2007) and will step down to 5.00x from 5.25x in the first
quarter 2008 and further tighten to 4.75x in the third quarter in
2008.  PMC's cash balance will remain modest ($5.5 million as of
the 3rd quarter) with break-even to negative free cash flow
generation in the next twelve months per Moody's estimate.

Therefore, Moody's expects that PMC will need to obtain covenant
relief or a waiver from its creditors to avoid a breach in the
next twelve months, absent a significant improvement in cash flow
generation.  Such improvement is less likely given the currently
challenging operating environment for family dining restaurant
operators, which Moody's views as persisting over the intermediate
term.

The Caa1 corporate family rating reflects the company's weak debt
protection metrics and eroding liquidity, as represented by high
leverage, weak cash flow generation, and tightening covenants.
Credit metrics will remain weak for the next 12 to 18 months
primarily due to languishing same store sales growth and margin
pressures, largely offsetting the cost efficiency synergies
realized from the merger of Perkins and Marie Callender's from May
2006.

The ratings also incorporate the company's established concepts of
Perkins and Marie Callender's, as well as by the company's decent
scale and geographic diversification and complementary day-part
segments.

The negative outlook reflects the ongoing challenges management
faces in the current operating environment that must be surmounted
in order to dramatically and quickly turn around the operating
performance to avoid potential covenant violations.   Ratings
could be further downgraded should the risk of a potential
covenant violation come to fruition or should liquidity become
constrained.

These ratings were affected by the action:

* Ratings downgraded:

-- Corporate family rating to Caa1 from B3

-- Probability of default rating to Caa1 from B3

-- $40 million senior secured revolving credit facility due
    2011 to B1 (LGD2, 15%) from Ba3 (LGD2, 15%)

-- $100 million senior secured term loan due 2013 to B1 (LGD2,
    15%) from Ba3 (LGD2, 15%)

-- $190 million senior unsecured notes due 2013 to Caa2 (LGD5,
    71%) from Caa1 (LGD5, 71%)

-- Speculative grade liquidity rating to SGL-4 from SGL-3

* Rating Outlook: Negative

Perkins & Marie Callender's, headquartered in Memphis, Tennessee,
operated 159 restaurants and franchised 323 units under the
"Perkins" brand name as of Oct. 7, 2007.  The company also
operated 90 restaurants and franchised 44 units under the "Marie
Callender's" name.  Revenues for the last twelve months were
approximately $593 million.


PIKE NURSERY: Can Hire Scroggins & Williamson as Bankr. Counsel
---------------------------------------------------------------
Pike Nursery Holding LLC has obtained authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Scroggins and Williamson as its counsel.

The Debtor states that Scroggins and Williamson is well qualified
to represent them as it is familiar with the Debtor's legal and
operational problems having knowledge and experience in bankruptcy
practice.

Scroggins and Williamson is expected to:

   a) prepare pleadings and applications;

   b) conduct examinations;

   c) advise the Debtor of its rights, duties and obligations
      as debtor-in-possession; consult with the Debtor and
      represent the Debtor with respect to a Chapter 11 plan;
      perform legal services incidental and necessary to
      the day-to-day operation of the Debtor's business
      including institution and prosecution of legal
      proceedings, and general business and corporate legal
      advice and assistance; and

   d) take any action incidental to the proper preservation and
      administration of the Debtor's estate and business.

The Debtor tells the Court that it will pay Scroggins and
Williamson based on the firm's ordinary rates plus expenses
incurred in relation to the case.

J. Robert Williamson, a principal in the Scroggins and Williamson,
relates that the professionals' rates are:

     Designation                            Hourly Rate
     -----------                            -----------
     Lawyers                                $235 - $335
     Legal Assistants                           $75

Mr. Williamson states that the Debtor has paid the firm a $50,000
retainer fee for the representation services rendered.

Mr. Williamson assures the Court that Scroggins and Williamson is
"disinterested" as that term is defined in the Section 101(14) of
the Bankruptcy Code.

Mr. Williamson can be reached at:

     Scroggins and Williamson
     Suite 1500, The Candler Building
     127 Peachtree Street, N.E.
     Atlanta, GA 30303
     Tel 404-893-3880
     Fax 404-893-3886

                        About Pike Nursery

Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama.  Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts.  The Debtor chose BMC Group as its claims,
noticing, and balloting agent.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


PIKE NURSERY: Taps BMC Group as Claims and Noticing Agent
---------------------------------------------------------
Pike Nursery Holding LLC seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
The BMC Group Inc. as claims, noticing, and balloting agent.

The Debtor states that is necessary and in the best interests of
its creditors and estate to engage BMC to act as outside agent to
the Clerk of Court.  BMC will expedite the distribution of notices
and relieve the Clerk's office of the administrative burden of
processing such notices.

BMC Group will:

   a) create and maintain a computer database of all creditors,
      claimants and parties-in-interest;

   b) prepare and serve required notices in this Chapter 11 case,
which may include:

      i) notice of the commencement and the initial meeting of
         creditors;
     ii) notice of the claims bar date, if any;
    iii) notice of objections to claims;
     iv) notice of any hearings on a disclosure statement and
         confirmation of a plan of reorganization; and
      v) other miscellaneous notice to any entities, as may be
         deemed necessary for the orderly administration of the
         case;

   c) after the mailing of a particular notice, prepare for
      filing with the Clerk's office a certificate or affidavit
      of service that references the document served and
      includes an alphabetical listing of the parties to whom
      the notice was mailed and the date and manner of mailing;

   d) receive and record proofs of claim and proofs of
       interest;

   e) create and maintain official claims registers, including
      these information for each proof of claim or proof of
      interest:

      i) the name of the Debtor;
     ii) the name and address of the claimant, and any agent
         thereof;
    iii) the date received;
     iv) the claim number assigned; and
      v) the asserted amount and classification of claim;

   f) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   g) transmit to the Clerk's Office a copy of the claims
      registers upon request and at agreed upon intervals;

   h) act as balloting agent which will include the following
      services:

      i)  print ballots;
     ii) coordinate mailing of ballots, disclosure statement,
         and plan of reorganization and other appropriate
         materials to all voting and non-voting parties, and
         provide affidavit of service;
    iii) prepare voting reports by plan class, creditor, or
         shareholder, and amount for review and approval by the
         Debtor and its counsel;
     iv) establish a toll-free number to receive questions
         regarding the voting on the plan; and
      v) receive and tabulate ballots, inspect ballots for
         conformity to voting procedures, date stamp and number
         ballots consecutively, provide computerized balloting
         database services and certify the tabulation results;

   i) maintain an up-to-date creditor matrix, which list shall
      be available upon request of a party-in-interest or the
      Clerk's office;

   j) record all transfers of claims pursuant to Rule 3001(e)
      of the Federal Rules of Bankruptcy Procedure and provide
      notice of such transfers as required thereunder;

   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;

   n) perform such other administrative and support related
      noticing, claims, docketing, solicitation and
      distribution services as the Debtor or the Clerk's office
      may request;

   o) provide reconciliation and resolution of claims services
      to the Debtor;

   p) aid in the preparation of the schedules of assets and
      liabilities and the statement of financial affairs; and

   q) aid in the preparation, mailing, and tabulation of
      ballots for the purpose of accepting or rejecting any
      plans of reorganization proposed by the Debtor.

The Debtor tells the Court that BMC will be compensated according
to its usual fee arrangement, which combines an hourly fee rate
with per-task charges for certain services, prepaid postage
expenses, and reimbursement for reasonable out-of-pocket expenses.

Tinamarie Feil, a principal/officer at BMC Group, relates that the
firm's professionals' rates are:

     Designation                  Hourly Rate
     -----------                  -----------
     Seniors/Principals           $205 - 295
     Consultants                  $110 - 185
     Case Admin Managers              $95
     Data Entry/Clerical              $45

Ms. Feil assures the Court that the firm is "disinterested as that
term is defined in the Section 101(14) of the Bankruptcy Code.

Based in Norcross, Georgia, Pike Nursery Holdings LLC operates
plant nurseries in 22 locations at Georgia, North Carolina, and
Alabama.  Due to drought and further water supply restrictions,
the Debtor filed for Chapter 11 protection on Nov. 14, 2007
(Bankr. N.D. Ga. Case No. 07-79129).  J. Robert Williamson, Esq.,
at Scroggins and Williamson, represents the Debtor in its
restructuring efforts.  The Debtor chose BMC Group as its claims,
noticing, and balloting agent.  Jeffrey N. Pomerantz, Esq. and
Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


PLASTECH ENGINEERED: Moody's Places Ratings Under Review
--------------------------------------------------------
Moody's Investors Service placed the ratings of Plastech
Engineered Products, Inc., Corporate Family B3, under review for
possible downgrade.  The company's operations have been pressured
by automotive OEM production declines by domestic automotive OEMs
(its largest customers) and by challenges in the expansion of its
long-term business relationship with Johnson Controls, Inc.
Consequently, the company's earnings, cash generation and ability
to meet covenant requirements under its borrowing agreements are
being strained.

Moody's review will consider Plastech's ability to negotiate
additional covenant cushions under its bank credit facilities over
the near term, and the company's ability to maintain adequate
liquidity going forward.  The review will also consider the
company prospects for rebuilding profitability under the currently
difficult automotive supplier industry operating environment.
Industry pressures include: lower production pressure from the
Big-3 OEMs in North America, increasing raw material cost,
particularly resins, and the continuing need to find internal
operational efficiencies in order mitigate negotiate price downs
in existing customer contracts.

These ratings are under review for downgrade:

  -- Corporate Family Rating, at B3

  -- Probability of Default Rating, at B3

  -- B1 (LGD2, 29%), rating for the $200 million asset based
     revolving credit facility, due 2011;

  -- B3 (LGD3, 45%) rating for the $265 million first lien term
     loan due 2012;

  -- Caa2 (LGD5, 81%) rating for the $100 million second lien
     term loan, due 2013

The last rating action for Plastech was on Jan. 30, 2007 at which
time the ratings were affirmed.

Plastech Engineered Products, headquartered in Dearborn, Michigan,
is a leading designer and manufacturer of primarily plastic
automotive components and systems for OEM and Tier I customers.
These components and systems incorporate injection-molded plastic
parts, blow-molded plastic parts, and a small percentage of
stamped metal components.  They are used for interior, exterior
and under-the-hood applications.  Annual revenues approximate $1.4
billion.


PUERTO RICO INDUSTRIAL: S&P Affirms BB- Rating with Stable Outlook
------------------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Puerto Rico Industrial, Tourism, Medical and Environmental Control
Facilities Finance Authority's series 1996A and 1997A bonds,
issued for Mennonite General Hospital Inc., to stable from
negative, and affirmed its 'BB-' rating on the bonds.  The outlook
revision reflects Mennonite's increasing utilization and sustained
improvement in operations and cash flow, which is approaching a
four-year positive trend.

"The improved operating results have contributed to stable
coverage of maximum annual debt service, and is beginning to
positively affect Mennonite's liquidity position," said Standard &
Poor's credit analyst Mr. Stephen Infranco.  "However, Mennonite
still suffers from very weak liquidity levels, which provide
relatively little financial flexibility in the event of
operational stress."

The rating reflects the hospital's weak balance sheet
characteristics, including very weak liquidity and high leverage;
unfavorable payer mix, with a very high Medicaid population;
strong market position, although Mennonite operates in a very
limited economic service area with above-average levels of
unemployment; improved operations over the past three fiscal
years; and favorable patient volumes.

Other credit factors include the potential to boost liquidity
through a sale of property.  Although the cash received from the
sales would be considered a positive factor, at least in the near
term, the underlying liquidity levels remain an ongoing rating
concern.  The revised rating outlook affects about $41.1 million
in rated debt.


PHARMED GROUP: Seeks Court OK on Bidding Procedure Sale of Assets
-----------------------------------------------------------------
Pharmed Group Holdings Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the Southern District of
California to approve the bidding procedure for the sale of
certain real property free and clear of liens and interest.

On Dec. 14, 2007, the Debtor entered into a asset purchase
agreement with Florida Power & Light Company for the sale of that
property located at 3075 N.W. 107 Avenue in Miami, Florida, for
$10,100,000.  The property has served as the Debtors' corporate
headquarters.

The Debtors tells the Court that the assets are encumbered by a
mortgage in favor of International Finance Bank of $4.7 million,
and Comerica Bank of $1.34 million.

In addition, according to the Debtors, the asset was pledged as
collateral to Comerica Bank in connection with the Debtors'
interim postpetition financing from Comerica.

                        Sales Protocol

Interested bidders must deliver an initial written purchase offer
before Jan. 25, 2008, at 5:00 p.m.

Each bidder must place an initial $500,000 deposit in escrow in
the trust account of the Debtors' counsel.  The initial qualified
competing bid must exceed the purchase price by at least $100,000.

The Debtors will conduct an auction on Jan. 28, 2007, at Berger
Singerman P.A., 200 S. Biscayne Boulevard, Suite 1000.

The Debtors also ask the Court to have a sale hearing immediately
after the conclusion of the auction

The Debtors agreed to pay a break-up fee of $75,000.

A hearing has been set on Dec. 27, 2007, to consider the Debtors'
request.

                       About Pharmed Group

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.


PORTOLA CLO: Moody's Puts Ba2 Rating to $16.5 Mil. Class E Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned these
ratings to Notes issued by Portola CLO, Ltd. (the "Issuer"):

(1)Aaa to the $360,000,000 Class A Floating Rate Notes
    Due November 2021;

(2)Aa2 to the $44,500,000 Class B-1 Floating Rate Notes
    Due November 2021;

(3)Aa2 to the $5,000,000 Class B-2 Fixed Rate Notes Due
    November 2021;

(4)A2 to the $22,000,000 Class C Deferrable Floating Rate Notes
    Due November 2021;

(5)Baa2 to the $17,500,000 Class D Deferrable Floating
    Rate Notes Due November 2021; and

(6)Ba2 to the $16,500,000 Class E Deferrable Floating
    Rate Notes Due November 2021.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

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

Pacific Investment Management Company LLC will manage the
selection, acquisition and disposition of collateral on behalf of
the Issuer.


PREMIER WEALTH: Posts $368,899 Net Loss in Quarter Ended Sept. 30
-----------------------------------------------------------------
Premier Wealth Management Inc. reported a net loss of $368,899 on
revenue of $825,318 for the third quarter ended Sept. 30, 2007,
compared with a net loss of $64,334 on revenue of $286,139 for the
same period last year.

Commissions paid to advisors increased from $97,115 in 2006 to
$374,128 in 2007.  Administration expenses increased from $353,433
in 2006 to $1.5 million in 2007.  These changes were mainly due to
the additional revenue, cost of revenue and overhead from the
subsidiaries acquired subsequent to the financial reporting for
the second quarter of last year.  The newly acquired subsidiaries
were not fully functional during the initial months of the current
year which resulted in an increase in overhead.  Depreciation and
amortization, which includes the amortization of intangible
assets, increased to $407,480 in 2007 from $131,053 in 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$26.1 million in total assets, $14.4 million in total liabilities,
and $11.7 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $864,740 in total current assets
available to pay $14.4 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?2681

                       Going Concern Doubt

Malone & Bailey PC, in Houston, expressed substantial doubt about
Tally Ho Ventures Inc. nka. Premier Wealth Management Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm pointed to the company's
negotive working capital.

The company has had limited operations and has recently lost a
revenue generating division, Master Finance, in a foreclosure
action, and is in default on its obligations to repay $3,000,0000
to a creditor with a senior lien on its remaining business.

The company is currently in the process of negotiating terms with
this creditor and its principals.

                       About Premier Wealth

Incorporated in the State of Delaware, and headquartered in
Nicosia, Cyprus, Premier Wealth Management Inc. (OTC BB: PWMG) --
formerly known as Tally-Ho Ventures Inc., is currently executing a
business strategy designed to position the company as a preferred
provider of highly personalized private wealth advisory and
investment management services to mid and high net worth
individuals and families across Europe and the Far East.  Since
early 2006, Premier has completed the acquisition and integration
of three financial services companies based in Europe, amassing
financial assets of approximately 22,000 mid and high net worth
investors in 50 countries.


RADIO ONE: Moody's Cuts Ratings on $800 Mil. Credit Facility
------------------------------------------------------------
Moody's Investors Service downgraded Radio One, Inc.'s Corporate
Family Rating to B1 from Ba3 and its $800 million secured credit
facility ($500 million revolver, $300 million term loan) to Ba2
from Ba1.  In addition, Moody's downgraded Radio One's 8 7/8%
senior subordinated notes and 6 3/8% senior subordinated notes to
B3 from B1.  The ratings outlook is stable.

This concludes the review for downgrade initiated in March 2007
following the delay in the filing of the company's Dec. 31, 2006
Form 10-K, and the subsequent covenant issues encountered by the
company.

The ratings downgrade reflects the company's continued weak
operating performance, weaker than previously expected credit
metrics and limited cushion under the company's financial
covenants.

Moody's has taken these ratings actions:

Radio One, Inc.

  -- Corporate family rating -- downgraded to B1 from Ba3

  -- Probability-of-default rating -- downgraded to B1 from Ba3

  -- $500 million Secured revolver -- downgraded to Ba2 from
     Ba1 (to LGD 2, 24% from LGD 2, 25%)

  -- $300 million Secured term loan -- downgraded to Ba2 from
     Ba1 (to LGD 2, 24% from LGD 2, 25%)

  -- $200 million 6 3/8% senior subordinated notes --
     downgraded to B3 from B1 (to LGD 5, 80% from LGD 5, 81%)

  -- $300 million 8 7/8% senior subordinated notes --
     downgraded to B3 from B1 (to LGD 5, 80% from LGD 5, 81%)

The outlook is stable.

Radio One, Inc.'s B1 Corporate Family Rating reflects significant
debt to EBITDA leverage, continued weakness at several of its
stations and modest free cash flow to debt.  In addition, Moody's
expects the company to have limited cushion under its financial
covenants in the senior secured credit agreement.  The rating also
incorporates the inherent cyclicality of the advertising market,
Moody's belief that radio is a mature business with limited growth
prospects and the increasing fragmentation of advertising dollars
over a growing number of media.

The rating is supported by the company's diverse geographic
presence, its complementary properties targeting the African -
American audience and substantial proportion of local advertising
revenues.

Radio One, Inc., headquartered in Lanham, Maryland is a radio
broadcaster that owns and/or operates 54 radio stations located in
17 urban markets in the U.S.


RELIANT PHARMACEUTICALS: All Ratings Withdrawn by S&P
-----------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings on
Reliant Pharmaceuticals Inc., following the completion of
GlaxoSmithKline PLC's acquisition of the company for
$1.65 billion cash.  All debt under Reliant was repaid in full and
its revolving credit facility terminated.

                      Ratings List

                                    Ratings Withdrawn
                                    -----------------

                                   To             From
                                   --             ----
Reliant Pharmaceuticals Inc.
Corporate credit rating            NR             B+/Stable/--

Senior secured                     NR             B+

Recovery rating                    NR             3


RESOURCE REAL: Fitch Affirms Ratings From All Note Classes
----------------------------------------------------------
Fitch affirms all classes of Resource Real Estate Funding CDO
2006-1 notes as:

  -- $129,370,000 class A-1 floating-rate at 'AAA';
  -- $5,000,000 class A-2 FX fixed-rate at 'AAA';
  -- $17,420,000 class A-2 FL floating-rate at 'AAA';
  -- $6,900,000 class B floating-rate at 'AA';
  -- $20,700,000 class C floating-rate at 'A+';
  -- $15,520,000 class D floating-rate at 'A-';
  -- $20,700,000 class E floating-rate at 'BBB+';
  -- $19,830,000 class F floating-rate at 'BBB';
  -- $17,250,000 class G floating-rate at 'BBB-';
  -- $12,930,000 class H floating-rate at 'BBB-';
  -- $14,660,000 class J fixed-rate at 'BB';
  -- $28,460,000 class K fixed-rate at 'B'.

Deal Summary:

RRE 2006-1 is a revolving commercial real estate cash flow
collateralized debt obligation that closed on Aug. 10, 2006.  It
was incorporated to issue $345,000,000 of floating and fixed rate
notes and preferred shares.  As of the Nov. 19, 2007 trustee
report and based on Fitch categorizations, the CDO is
substantially invested as: commercial mortgage whole loans and A-
notes (34.7%), B-notes (9.3%), commercial real estate mezzanine
loans (48.2%), commercial mortgage-backed securities (7.5%), and
cash (0.3%).  The CDO is also permitted to invest in real estate
related corporate and bank debt, credit tenant lease loans, and
CRE CDO securities.

The portfolio is selected and monitored by Resource Real Estate,
Inc.  RRE 2006-1 has a five-year reinvestment period during which,
if all reinvestment criteria are satisfied, principal proceeds may
be used to invest in substitute collateral.  The reinvestment
period ends in August 2011.

Asset Manager:

Resource Real Estate Inc. and affiliates, originates, acquires,
invests in, and manages a diversified portfolio of commercial real
estate loans and securities, including whole loans, B notes,
mezzanine loans, and commercial mortgage-backed securities
investments on behalf of Resource Capital Corp., an externally
managed real estate investment trust.  RRE has
$1.5 billion of assets under management.  RRE's business lines
also include the resolution of a portfolio of one-off
restructured commercial mortgages acquired between 1991 and 1998;
the sponsorships of private equity funds that invest in stable
multifamily properties on a nationwide basis; and the structuring
and management of tenant-in-common investment interests in real
property.

RRE is a wholly owned subsidiary of Resource America, Inc.  RAI is
a publicly traded specialized asset management company managing
$16.8 billion as of June 30, 2007; this includes 31 collateralized
debt obligations within its core competency sectors -- financial
institutions, real estate, asset-backed securities, syndicated
loans, and leasing.

Performance Summary:

As of the November 2007 trustee report, the as-is poolwide
expected loss has increased to 35.625% from 30.125% at last review
(February 2007).  The negative migration is attributed to the
addition of hotels and highly leveraged mezzanine loans.  However,
the CDO maintains an above average amount of reinvestment
flexibility with a 15.875% cushion.

Since last review, eight loans (totaling $132.9 million) have been
added to the pool while ten loans (totaling $166.8 million) have
paid off.  On average, the loans added to the pool have a higher
expected loss then those that paid off.

At close the PEL of 31.5% provided a significant amount of
reinvestment cushion to account for the CDO's ability to add up to
20% condo conversion loans and 10% land loans.  In general, condo
conversion and land loans are more volatile than other property
types.  Currently, the CDO has no exposure to condo conversion or
land loans; however, the CDO is still within its reinvestment
period and could potentially migrate to include the maximum
allowable percentage of each property type.  Hotel and mezzanine
loans have increased such that they are close to breaching their
respective covenants.

The Fitch stressed loan to value has increased to 121.4% from
98.6% and the Fitch stressed debt service coverage ratio, has
decreased to 0.93x from 1.11x.  The weighted average spread has
declined to 2.93% from 3.00%, but remains above the covenant of
2.75%.  The weighted average coupon has increased to 8.02% from
7.82% and remains above the 7.00% covenant.  The weighted average
life has remained at 2.2, which continues to imply that the loans
will fully turnover during the reinvestment period.

The overcollateralization and interest coverage ratios of all
classes have remained above their covenants, as of the November
19, 2007 trustee report.

Collateral Analysis:

Since last review, the portfolio has migrated to a higher
concentration of mezzanine loans (to 48.2% from 37.3%). Offsetting
the increase in mezzanine loans is the decrease in B-notes to 9.3%
from 32.7%.  The newly added mezzanine loans, however, are more
highly leveraged than the B-notes that have paid off.  Uninvested
proceeds (cash yet to be invested) comprise 0.3% of the collateral
balance.

The pool now includes 7.5% CMBS compared to 0% previously.  The
CMBS consists of four investment-grade securities from three
different large loan floating rate CMBS deals.  These bonds are
all rated 'BBB-' and comprise 7.5% of the portfolio.

Per the November 19, 2007 trustee report and based on Fitch
categorization, the CDO is within all its property type covenants;
hotels have the highest concentration at 33.2%.  The hotel
concentration has increased since last review and is near the
covenanted maximum amount of 40%.  It should be noted that the six
loans secured by hotels include four portfolio loans backed by 23
separate hotels properties.  Four of these loans portfolio loans,
secured by a total of 23 full service hotel properties, represent
22% of the CDO further diversifying thereby mitigating the high
concentration.  The CDO is also within all its geographic
covenants with the highest concentration in California at 20.6%.

The Fitch Loan Diversity Index is 509, which represents a slightly
more concentrated portfolio as compared to other CRE CDOs.  The
Fitch Loan Diversity Index covenant is a maximum of 588.  However,
the CDO includes 11 loans (55.6% of pool) which are secured by
portfolios of properties which further diversifies the pool.

Rating Definitions:

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The ratings of
the class C, D, E, F, G, H, J and K notes address the likelihood
that investors will receive ultimate interest and deferred
interest payments, as per the governing documents, as well as the
aggregate outstanding amount of principal by the stated maturity
date.

Upgrades during the reinvestment period are unlikely, given the
pool could still migrate to the PEL covenant.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.


RURAL CELLULAR: Sept. 30 Balance Sheet Upside-Down by $792.1 Mil.
-----------------------------------------------------------------
Rural Cellular Corp.'s consolidated balance sheet at Sept. 30,
2007, showed $1.33 billion in total assets, $1.92 billion in total
liabilities, and $197.4 million in redeemable preferred stock,
resulting in a $792.1 million total stockholders' deficit.

The company reported net income of $6.2 million on total revenue
of $171.9 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $15.5 million on total revenue of
$148.8 million in the same period last year.

Service revenue increased to $110.1 million from $96.0 million in
the prior period quarter.  The increase in service revenue for the
three months ended Sept. 30, 2007, primarily reflects 67,981
additional postpaid customers as compared to Sept. 30, 2006.

Roaming Revenue increased to $54.5 million from $46.9 million in
the 2006 quarter.  The 16.1% increase in roaming revenue during
the three months ended Sept. 30, 2007, primarily reflects a 20.5%
increase in outcollect minutes and an increase in data revenue.

Equipment revenue for the three months ended Sept. 30, 2007,
increased $1.4 million, or 24.4%, to approximately $7.3 million
resulting from an increase in the average handset sales price.

Operating income increased to $49.3 million from $29.7 million
last year mainly as a result of the increase in total revenue,
partly offset by a $3.5 million increase in total operating
expenses.

Interest expense for the three months ended Sept. 30, 2007,
decreased $3.8 million, or 8.0%, primarily reflecting moderately
lower debt levels and lower average rates, than a year ago.

                        Nine Month Results

Total operating revenue increased $47.7 million, or 11.3%, to
$469.8 million for the first nine months ended Sept. 30, 2007,
versus $422.1 million in the comparable period in 2006.

Net loss of $18.5 million for the nine months ended Sept. 30,
2007, compared to a net loss of $62.4 million in the first nine
months ended Sept. 30, 2006.

                            Liquidity

Primarily reflecting the cash payment of $41.7 million in
dividends on the senior exchangeable preferred stock and the cash
payment of $32.8 million in dividends on the junior exchangeable
preferred stock, the company's cash and cash equivalents and
short-term investments decreased to $89.3 million as compared to
$183.2 million at Dec. 31, 2006.  Cash interest payments during
the nine months ended Sept. 30, 2007, were $203.9 million as
compared to $127.3 million during the nine months ended Sept. 30,
2006.

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?268f

                       About Rural Cellular

Based in Alexandria, Minnesota, Rural Cellular Corporation
(Nasdaq: RCCC) -- http://www.unicel.com/-- provides wireless
communication services to Midwest, Northeast, South and Northwest
markets located in 15 states.

On Oct. 4, 2007, the company disclosed that its shareholders voted
to approve the merger agreement providing for the acquisition of
Rural Cellular Corporation by Verizon Wireless for approximately
$2.67 billion in cash and assumed debt.  The acquisition is
subject to certain closing conditions, including governmental and
regulatory approvals, and is expected to close in the first half
of 2008.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2007,
Fitch Ratings placed the ratings of Rural Cellular Corporation,
including the company's 'CCC' Issuer default rating, on Rating
Watch Positive subsequent to the announcement that Verizon
Wireless will acquire the company for approximately $2.67 billion
in cash and assumed debt.


SANMINA SCI: Moody's Downgrades Senior Notes' Ratings to B1
-----------------------------------------------------------
Moody's Investors Service downgraded Sanmina SCI Corporation's
corporate family rating and senior notes ratings to B1 from Ba3
and the senior subordinated notes to B3 from B2.  This rating
action concludes Moody's review for possible downgrade initiated
on Aug. 20, 2007, which was triggered by the company's continued
poor operating results, reflecting weak demand from original
equipment manufacturers for its products and operational
inefficiencies in the components business.  The ratings outlook is
stable.

The downgrade to B1 reflects: (i) company's continued weak
fundamentals, including declining revenues and low operating
margins hampered by the components business (in particular, the
enclosures and printed circuit board divisions) and the personal
computing segment, which the company had expected to sell by the
end of 2007; (ii) sub-par asset utilization and ongoing business
restructurings, which have totaled roughly $264 million since the
beginning of fiscal year 2005 with another $75 to 85 million
expected over the next couple of quarters; (iii) heightened
competition arising from industry consolidation (e.g., the recent
Flextronics acquisition of Solectron) and the growth of Asian
outsourcers; and (iv) high leverage of 6.1x (Moody's adjusted debt
to EBITDA) as a result of low EBIT levels over the past year.

Supporting Sanmina's B1 rating are solid working capital
management and free cash flow generation ($407 million on a
Moody's adjusted basis during fiscal year 2007), the company's
tier one status in the EMS industry with a focus on non-consumer,
high mix products and services, growing diversity in Sanmina's end
markets served, and the company's strength in some of the newer
industries such as medical and defense.

The stable outlook reflects Moody's expectation of continuing free
cash flow generation and debt reduction in 2008 and improvements
in the business and financial profile arising from the planned
exit of the low margin PC segment and restructuring of the
components business.  With significant restructuring actions
completed during the latter half of 2007 including management
changes and facility closures, Moody's expects gross margins in
the components business to improve with the enclosures group
reaching profitability in 2008.

Sanmina has about $930 million in cash and equivalents as of Sept.
30, 2007, with full access to a revolving credit facility of $500
million.  The company's total debt is currently
$1.48 billion, including redemption of $120.0 million in aggregate
principal amount of its Senior Floating Rate Notes due 2010 which
was announced on Dec. 18, 2007.

These ratings were downgraded:

   - Corporate family rating to B1 from Ba3

   - Probability of default rating to B1 from Ba3

- $180 million senior floating rate notes due 2010 to B1
  from Ba3 (LGD3, 47%)

- $300 million senior floating rate notes due 2014 to B1
  from Ba3 (LGD3, 47%)

- $400 million senior subordinated notes due 2013 to B3 from
  B2 (LGD5, 85%)

- $600 million senior subordinated notes due 2016 to B3 from
  B2 (LGD5, 85%)

This rating was confirmed:

   - Speculative grade liquidity rating of SGL-2

Sanmina-SCI Corporation, headquartered in San Jose, California, is
one of the largest electronics contract manufacturing services
companies providing a full spectrum of integrated, value added
solutions.


SANMINA-SCI: Calls for Redemption of $120 Million Senior Notes
--------------------------------------------------------------
Sanmina-SCI Corporation called for redemption $120 million in
aggregate principal amount of its Senior Floating Rate Notes due
2010.

The aggregate principal amount of the Notes outstanding is $300
million. The CUSIP numbers for the Notes being called for
redemption are 800907 AL1and U80024 AC3.  Upon redemption, holders
of the Notes being redeemed will receive the principal amount of
the Notes being redeemed, plus accrued and unpaid interest to but
excluding the redemption date.

Copies of the notice of redemption may be obtained from U.S. Bank
National Association, the paying agent, by calling (800) 934-6802.

                      About Sanmina-SCI

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is an
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services.

The company has locations in Brazil, China, Ireland, Finland,
Malaysia, Mexico and Singapore, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007
Standard & Poor's Ratings Services revised its outlook on San
Jose, California-based Sanmina-SCI Corp. to negative from stable,
as a result of continued operating weakness and increasing
leverage.  The corporate credit and senior unsecured ratings are
affirmed at 'B+', and the subordinated debt rating is affirmed at
'B-'.


SENIOR HOUSING: S&P Affirms BB+ Ratings with Stable Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit and senior unsecured debt ratings assigned to Senior
Housing Properties Trust.  The affirmations affect $322.5 million
of rated securities.  The outlook is stable.

"The ratings reflect the significant tenant concentration within
the company's portfolio and SNH's external advisory structure,"
said credit analyst Mr. George Skoufis.  "The company's very
strong financial profile, stable portfolio performance, and
moderate exposure to government reimbursement all support the
current ratings."

Predictable rental income and a solid balance sheet continue to
support debt protection measures.  Moreover, stable property-level
operating performance, an above-average level of private-pay
facilities, and negligible lease rollover support rental income.
Positive ratings momentum would be driven by improved tenant
diversity and maintenance of a sound financial profile. S&P would
also need to see continued stability and profitability at Five
Star, as well as a less-leveraged balance sheet.  Ratings would be
negatively affected if Five Star experiences operating/financial
stress or if SNH aggressively pursues investments that negatively
affect the overall credit
profile.


SOFA EXPRESS: Has Until January 17 to File Schedules as Statements
------------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Tennessee extended until Jan. 17, 2008, the period within which
Sofa Express Inc. asks it can file its schedules of assets and
liabilities and statement of financial affairs.

As reported in the Troubled Company Reporter on Dec. 17, 2007,
the Debtor told the Court that because of the complexity and
diversity of its operations, it anticipates that it will be unable
to file the required schedules with the deadline set under
Bankruptcy Rule 1007(c), even as significant amount of employee
time has been devoted to the task of securing the necessary
information.

Headquartered in Groveport, Ohio, Sofa Express Inc. is a furniture
retailer.  The company filed for Chapter 11 protection
on Dec. 6, 2007 (Bankr. M.D. Tenn. Case No. 07-09024).  William L.
Nortor III, Esq., at Boult, Cummings, Conners & Berry PLC,
represent the Debtor.  When the Debtor filed for bankruptcy, it
listed estimated assets of between $10 million to $50 million, and
estimated debts of between $50 million and $100 million.


SOUTHERN STAR MORTGAGE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Southern Star Mortgage Corp.
        90 Merrick Avenue, Suite 204
        East Meadow, NY 11554
        Tel: (516) 712-4400

Bankruptcy Case No.: 07-47023

Type of Business: The Debtor is a lender approved by the U.S.
                  Department of Housing and Urban Development.
                  See http://www.southernstarmortgage.com/

Chapter 11 Petition Date: December 21, 2007

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: Barton Nachamie, Esq.
                  Jill L. Makower, Esq.
                  Todtman, Nachamie, Spizz & Johns P.C.
                  425 Park Avenue
                  New York, NY 10022
                  Tel: (212) 754-9400
                  Fax: (212) 754-6262

Estimated Assets: $10 Million to $50 Million

Estimated Debts: $50 Million to $100 Million

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


SPEEDWAY MOTORSPORTS: Moody's Lowers Sr. Credit Facility Rating
---------------------------------------------------------------
Moody's Investor Services downgraded the rating on Speedway
Motorsports, Inc's upsized $500 million senior secured revolving
credit facility to Baa3 from Baa2.  The downgrade reflects an
increase in the revolver commitment to $500 million from $400
million and a projected $300 million increase in revolver
borrowings to fund the previously announced $340 million
acquisition of New Hampshire International Speedway.

Moody's anticipates SMI will fund the balance of the NHIS purchase
price with cash.  As Moody's noted in its Nov. 6, 2007 press
release, the increase in the commitment and planned revolver
borrowings alters the mix of debt, leading to a one notch
reduction in the revolver rating under Moody's loss-given default
notching methodology.  The change in the debt mix also alters the
LGD assessment on the $330 million of senior subordinate notes to
LGD5-82% from LGD5-75%.

The rating action concludes the review for downgrade on the
revolver initiated on November 6th and does not affect SMI's Ba1
Corporate Family rating, Ba1 Probability of Default Rating or Ba2
rating on the senior subordinate notes.  The rating outlook is
stable.

Downgrades:

- Issuer: Speedway Motorsports Inc.

  -- Senior Secured Bank Credit Facility, Downgraded to Baa3,
     LGD2-28% from Baa2, LGD2-20%

- LGD Point Estimate Change

  -- Senior Subordinated Regular Bond/Debenture, to Ba2, LGD5-
     82% from Ba2, LGD5-75%

Outlook Actions:

- Issuer: Speedway Motorsports Inc.

  -- Outlook, Changed To Stable From Rating Under Review

The Ba1 CFR continues to reflect SMI's strong market position
within the motor sports industry with high operating margins and
relatively stable revenue supported by broadcast rights under
Nascar's national TV contract that runs from 2007-2014, and
entitlements to 10 Nascar Sprint Cup and numerous other motor
sports events at SMI's motorsports facilities.

Debt-to-EBITDA leverage is currently modest at 2.0x (LTM 9/30/07
incorporating Moody's standard adjustments), but the Ba1 CFR
incorporates flexibility to increase debt-to-EBITDA up to 2.75x
for track acquisitions and development projects.  Moody's
anticipates SMI will maintain leverage near this level upon
completion of the NHIS acquisition and the purchase will
significantly reduce SMI's flexibility within the Ba1 CFR level
over the intermediate term for additional track acquisitions or
development projects.

Moody's believes the NHIS acquisition enhances SMI's long-term
business prospects by increasing its major track portfolio (to
seven from six facilities), the number of Sprint Cup allotments
(to 12 from 10) and geographic diversity.

Speedway Motorsports, Inc., headquartered in Concord, North
Carolina, is the second largest promoter, marketer and sponsor of
motor sports activities in the US primarily through its ownership
of six major race tracks, with the track portfolio increasing to
seven if the NHIS acquisition is completed.   NASCAR-sanctioned
events account for the majority of SMI's
$570 million annual revenues.


STANADYNE HOLDINGS: Moody's Lifts Senior Notes Ratings' to B3
-------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating of
Stanadyne Holdings, Inc. at B3.  In a related action, Moody's
raised the ratings on the senior subordinated notes of Stanadyne's
wholly owned subsidiary, Stanadyne Corporation, to B3 from Caa1,
affirmed the ratings of Stanadyne's senior discount notes at Caa2;
and affirmed the ratings on Stanadyne Corporation's senior secured
bank credit facilities at Ba3.  The affirmation reflects the
company's stabilized performance over the past year, modest
interest coverage, and continuing high leverage through the senior
discount notes.  The raised rating on the senior subordinated
notes of Stanadyne reflects its improved recovery expectation
under Moody's Loss Given Default Methodology.  This improvement in
recovery results from earlier reductions in the company's senior
secured debt and reductions in unfunded pension obligations.  The
outlook is stable.

The stable outlook reflects the company's good liquidity profile
and consistent free cash flow generation which are expected to
continue over the near term.  Softer revenues during the past year
have been offset by savings from restructuring actions.  As of
Sept. 30, 2007 the company maintained approximately $21 million of
cash on hand and $26 million of availability under its $35 million
asset based revolving credit.  Stanadyne's ability to use its
revolving credit facility is currently subject only to a borrowing
base restriction.  There are no financial covenants except a
capital expenditure limitation until such unexpected point that
unused availability falls below $5 million for 10 consecutive
days.   The senior secured bank facility is secured by essentially
all the assets of the company, limiting alternate forms of
liquidity.  Interest on the holding company's 12% senior discount
notes begin accruing cash interest in August 2009.

These ratings were raised:

  -- Stanadyne Corporation's $160 million of guaranteed senior
     subordinated notes due 2014, to B3 (LGD4 56%) from Caa1
     (LGD4 61%);

These ratings were affirmed:

  -- Corporate Family Rating, at B3;

  -- Probability of Default Rating, at B3

  -- Ba3 (LGD1 3%) rating of Stanadyne Corporation's
     $35 million asset-based guaranteed senior secured
     revolving credit facility due 2009;

  -- Ba3 (LGD1 3%) rating of Stanadyne's Corporation's
     $65 million (approximately $21 million remaining)
     guaranteed senior secured term loan due 2010;

  -- Caa2 (LGD6 90%) rating of Stanadyne Holdings' $100 million
    (face amount) of 12% unguaranteed senior discount notes due
     2015;

  -- SGL-2 speculative grade liquidity rating at Stanadyne
     Holdings

The last rating action for Stanadyne was on Sept. 22, 2006 when
Moody's Loss Given Default Methodology was applied.

Future developments that could favorably impact the company's
rating or rating outlook include profitable expansion of the
aftermarket business; or greater diversification along product,
geographic, and customer lines, so that Debt/EBITDA is sustained
below 5x, and EBIT/Interest improves to above 1.5x.

Potentially negative future rating or outlook events include
evidence of market share losses; deterioration in end market
demand; margin deterioration; increases in raw materials costs
which cannot be passed on to customers; a material debt-financed
acquisition or distribution to shareholders, declining liquidity,
resulting in Debt/EBITDA approaching 7.0X, or deterioration in
EBIT/Interest coverage.

Stanadyne Corporation, headquartered in Windsor, Connecticut, is a
leading designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines.  Stanadyne sells engine components to original
equipment manufacturers and the aftermarket in a variety of
applications, including agricultural and construction vehicles and
equipment, industrial products, automobiles, light duty trucks and
marine equipment.  Annual revenues are approximately $285 million.


STRUCTURED ASSET: Fitch Junks Ratings on Two Cert. Classes
----------------------------------------------------------
Fitch Ratings has taken these rating actions on two Structured
Asset Securities Corp. mortgage pass-through certificate.
Affirmations total $133 million and downgrades total $31.1
million.  In addition, $34.5 million is placed on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

SASCO 2005-S1

  -- $3.3 million class M1 affirmed at 'AA+'
     (BL: 100, LCR: 3.95);

  -- $29.3 million class M2 affirmed at 'AA+'
     (BL: 89.26, LCR: 3.53);

  -- $14.3 million class M3 affirmed at 'AA'
     (BL: 75.90, LCR: 3.00);

  -- $28.7 million class M4 affirmed at 'A+'
     (BL: 49.01, LCR: 1.94);

  -- $6.3 million class M5 rated 'A' (BL: 41.99, LCR: 1.66) and
     placed on Rating Watch Negative;

  -- $5.2 million class M6 downgraded to 'BBB+' from 'A'
     (BL: 35.14, LCR: 1.39) and placed on Rating Watch
     Negative;

  -- $5 million class M7 downgraded to 'BBB-' from 'BBB'
     (BL: 28.39, LCR: 1.12) and placed on Rating Watch
     Negative;

  -- $3.5 million class M8 downgraded to 'B' from 'BBB'
     (BL: 23.51, LCR: 0.93) and placed on Rating Watch
     Negative;

  -- $5.3 million class B1 downgraded to 'C/DR6' from 'BB'
     (BL: 16.27, LCR: 0.64);

  -- $2.9 million class B2 downgraded to 'C/DR6' from 'B+'
     (BL: 12.35, LCR: 0.49);

  -- $3.8 million class B3 remains at 'C/DR6'
     (BL: 8.28, LCR: 0.33);

  -- $0.0 million class B4 remains at 'C/DR6'.

Summary
  -- Originators: (34.32% Aurora, 29.82% Wells Fargo, 14.44%
     GMAC);
  -- 60+ day Delinquency: 12.36%;
  -- Realized Losses to date (% of Original Balance): 5.02%;
  -- Expected Remaining Losses (% of Current Balance): 25.32%;
  -- Cumulative Expected Losses (% of Original Balance): 9.78%.

SASCO 2005-S2
  -- $16.1 million class M1 affirmed at 'AA+'
     (BL: 90.62, LCR: 3.07);

  -- $10.7 million class M2 affirmed at 'AA'
     (BL: 78.68, LCR: 2.67);

  -- $8.7 million class M3 affirmed at 'AA-'
     (BL: 68.17, LCR: 2.31);

  -- $7.9 million class M4 affirmed at 'A+'
     (BL: 58.58, LCR: 1.99);

  -- $7.5 million class M5 affirmed at 'A'
     (BL: 49.44, LCR: 1.68);

  -- $5.9 million class M6 affirmed at 'A-'
     (BL: 42.06, LCR: 1.43);

  -- $5.3 million class M7 rated 'BBB' (BL: 35.23, LCR: 1.2),
     placed on Rating Watch Negative;

  -- $4.5 million class M8 downgraded to 'BB' from 'BBB-'
     (BL: 29.33, LCR: 1.00) and placed on Rating Watch
     Negative;

  -- $4.3 million class M9 downgraded to 'B' from 'BB'
     (BL: 23.42, LCR: 0.79) and placed on Rating Watch
     Negative;

  -- $7.3 million class M10 remains 'C/DR6'
     (BL: 13.86, LCR: 0.47);

  -- $5.5 million class B1 remains at 'C/DR6'
     (BL: 8.51, LCR: 0.29);

  -- $0.0 million class B2 remains at 'C/DR6'.

Summary
  -- Originators: (40.30% Aurora, 22.60% Fieldstone, 14.43%
     Accredited);
  -- 60+ day Delinquency: 13.91%;
  -- Realized Losses to date (% of Original Balance): 6.66%;
  -- Expected Remaining Losses (% of Current Balance): 29.48%;
  -- Cumulative Expected Losses (% of Original Balance):
     12.91%.

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.


STRUCTURED ASSET: Fitch Lowers Ratings on Three Classes to B-
-------------------------------------------------------------
Fitch Ratings has taken rating action on these Structured Asset
Investment Loan 2003-BC 2 mortgage pass-through certificates:

  -- Class A affirmed at 'AAA';
  -- Class M-1 downgraded to 'BBB-' from 'A', and placed on
     Rating Watch Negative;

  -- Class M-2 downgraded to 'B-/DR1' from 'BBB+';
  -- Class M-3 downgraded to 'B-/DR1' from 'BBB+';
  -- Class B downgraded to 'B-/DR2' from 'BBB-'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $25.25
million in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $71.97 million in outstanding
certificates.  In addition, approximately
$67.65 million is placed on Rating Watch Negative.

The pool factor is approximately 7%, and the transaction is 55
months seasoned.  The amount of delinquencies in the 60+ buckets
is approximately 30.24%, and cumulative losses are approximately
1.47% of the original balance.


SUN-TIMES MEDIA: Sept. 30 Balance Sheet Upside-Down by $33.6 Mil.
-----------------------------------------------------------------
Sun-Times Media Group Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $808.2 million in total assets and
$841.8 million in total liabilities, resulting in a $33.6 million
total stockholders' deficit.

The company reported a net loss of $192.4 million on total
operating revenue of $92.5 million for the third quarter ended
Sept. 30, 2007, compared with a net loss of $34.9 million on total
operating revenue of $99.5 million in the same period last year.

Loss from continuing operations in the third quarter ended
Sept.  30, 2007,increased to $194.0 million, versus a loss of
$34.9 million in the same period in 2006.

The third quarter of 2007 loss from continuing operations includes
a non-cash charge of $165.8 million to increase the valuation
allowance in respect of deferred tax assets.  The valuation
allowance is based on accounting guidelines that provide that
cumulative losses in recent years provide significant evidence
that a company should not recognize tax benefits that depend on
the generation of income from future operations.  The
establishment of a valuation allowance does not preclude the
company from using the related deferred tax assets in the future.

The company reported an operating loss of $23.2 million for the
third quarter of 2007 versus an operating loss of $22.4 million
for the third quarter of 2006.

The third quarter 2007 numbers reflect a 6% decline in advertising
revenue, a 7% decline in circulation revenue and $7.0 million in
indemnification, investigation and litigation costs, net of
recoveries, primarily related to the criminal proceedings against
former Sun-Times Media Group executives.

"The rate of decline in advertising revenue slowed a bit in the
third quarter, and we have begun to perform better than some of
our industry peers," said Cyrus F. Freidheim, Jr., Sun-Times Media
Group chief executive officer.  "We are a leaner and more nimble
news organization.  We have realigned operations, our management
structure and our products.  And we remain intensely focused on
improving margins."

"Still, we have many challenges before us, as the dynamics
transforming the newspaper industry continue to impact advertising
revenue in our company as well as many of our peers.  Accordingly,
we will continue to expand our presence where readers and
advertisers increasingly are: online.  In addition, we have
substantially increased our focus on cost reductions through
outsourcing and restructuring."

As of Sept. 30, 2007, the company held $131.8 million in cash and
cash equivalents, and an additional $48.2 million in face value of
investments in Canadian asset-backed commercial paper.  During the
third quarter of 2007, the company recorded a charge of
$4.8 million to reduce the net carrying value of these
investments, in response to the liquidity concerns that have
affected the Canadian commercial paper market.

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?2690

                   About Sun-Times Media Group

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is dedicated to being the
premier source of local news and information for the greater
Chicago area.  Its media properties include the Chicago Sun-Times
and Suntimes.com as well as newspapers and Web sites serving more
than 200 communities throughout the Chicago area.

Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B) --
http://www.hollingerinc.com/-- which owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.


TAXABLE WORLD: Moody's Upgrades B3 Revenue Bond Rating to Baa3
--------------------------------------------------------------
Moody's Investors Service upgraded the rating of Taxable World
Headquarters Revenues Bonds, Series 1995 (Owens-Corning Fiberglas
Corporation Project) from B3 to Baa3 and placed the bonds on
review for possible downgrade to align the bonds with the current
rating of Owens Corning.  Moody's placed OC on review for possible
downgrade on Dec. 5, 2007.

The bonds are secured by a mortgage on Owens Corning's world
corporate headquarters, a 400,000 square foot corporate campus
built to their specifications in 1995.  Headquartered in Toledo,
Ohio, Owens Corning is a manufacturer and distributor of building
products as well as fiberglass composite materials.   Revenues for
the trailing twelve month period ended Sept. 30, 2007 were
approximately $5.9 billion.


TEEKAY CORP: Moody's Holds Ratings and Says Outlook is Stable
-------------------------------------------------------------
Moody's Investors Service affirmed its debt ratings of Teekay
Corporation -- Corporate Family of Ba2, senior unsecured of Ba3
and speculative grade liquidity rating of SGL-2.  The rating
outlook was changed to stable from negative.

While certain financial metrics remain weak for the Ba2 rating
category, the rating action considers the stability to operating
performance achieved by the company's having about half of the
fleet operating under long-term charters, the aggregate revenues
of which cover the company's consolidated operating expenses with
modest cushion.  Moreover, a substantial level of operating cash
flow, a large liquidity cushion and the retained value of the MLP
subsidiaries also support the Ba2 rating.  These factors balance
the risk of having a portion of operating cash flow exposed to the
highly-cyclical spot market and the elevated financial leverage
resulting from acquisitions and ongoing investments to grow the
business.

The Ba2 rating indicates that Moody's believes the company's risk
profile is stronger than that implied by estimated Debt to EBITDA
of about 7.0 times and EBIT to Interest of about 1.6 times, each
on a consolidated basis at Dec. 31, 2007.  This is because of the
fixed fleet's coverage of operating expenses, supportive long-term
fundamentals of the marine transportation sectors that Teekay
serves, Teekay's share of distributions by its MLP's and the
contractually non-recourse terms of a substantial majority of the
MLPs' debt obligations.

The stable outlook reflects the expectation that Teekay's credit
profile is nearing an inflection point and that Teekay will soon
begin de-levering which should restore credit metrics to levels
more supportive of the Ba2 rating category and more consistent
with Teekay's strong competitive position.  The period of
simultaneous, large scale, primarily debt-financed, investments in
newbuildings will continue in 2008.  However, a number of these
vessels will start long-term charters at accretive rates upon
their deliveries.

The current weak metrics result partly from the newbuilding
programs, particularly the nine LNG newbuildings ordered by the
three LNG joint ventures that cost an aggregate of $2.2 billion,
of which five of the remaining six deliver during 2008.  These
vessels are on initial 20 or 25 year time charters that have been
structured to provide a financial return to Teekay and its
partners.

The combination of proceeds of additional primary offerings of
equity interests of Teekay's publicly-traded subsidiaries and
lower capital outlays from 2009 should facilitate the anticipated
debt reduction, particularly at the Teekay parent level where the
rated notes are issued.

The ratings may be downgraded if management does not demonstrate a
commitment to de-levering, such as through returning proceeds of
the anticipated additional primary offerings to Teekay
shareholders rather than to paying down debt obligations of
Teekay.  A downgrade could also follow if Retained Cash Flow to
Net Debt is not sustained above 10%, Debt to EBITDA was not to
fall below 6.0 times or EBIT to Interest was to remain below 1.7
times.

The outlook could be changed to positive if Retained Cash Flow to
Net Debt is sustained above 15% or if Teekay sustains positive
free cash flow and accelerates the de-levering of the capital
structure.  Debt to EBITDA sustained below 5.0 times or EBIT to
Interest sustained above 3.0 times could also result in a positive
outlook.

Outlook Actions:

- Issuer: Teekay Corporation

  -- Outlook, Changed To Stable From Negative

Teekay Corporation, a Marshall Islands corporation headquartered
in Nassau, Bahamas, having its main operating office in Vancouver,
Canada, operates a fleet of 187 owned, chartered-in or managed
crude, refined products, LNG, LPG and FPSO vessels, including 27
newbuildings on order.


TEMBEC INC: S&P Downgrades Corporate Credit Rating to CC
--------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings on Tembec
Inc. and Tembec Industries Inc., including the long-term corporate
credit ratings to 'CC' from 'CCC-'.  At the same time, S&P placed
the ratings on both companies on CreditWatch with negative
implications.  S&P also withdrew the 'C' short-term rating on
Tembec Inc., due to lack of market need.

"The downgrade reflects the proposed recapitalization transaction,
which, if successful, would convert $1.2 billion of unsecured debt
into equity worth less than CDN$20 million at [Wednes]day's market
prices," said Standard & Poor's credit analyst Jatinder Mall.

Furthermore, the company is uncertain that it will make the
December 31 interest payment on its $350 million unsecured notes,
and faces weak liquidity and ongoing poor performance because of
weak market conditions and a strong Canadian dollar.   The
CreditWatch placement reflects the heightened risk of a payment
default, as well as the potential for a bankruptcy filing.  Should
the company successfully complete its distressed exchange offer,
S&P would lower the ratings on the affected debt issues to 'D', as
the rated debt would be replaced by securities valued at
substantially below par.

The proposed recapitalization plan faces significant uncertainty,
considering the two-thirds majority of noteholders and
shareholders (independent of one another) required to approve the
transaction.  If the plan is approved, existing noteholders will
have about a 95% equity interest under the recapitalized company,
with the current shareholders controlling the remaining 5%.  The
recapitalization plan will significantly deleverage the company
and reduce its interest burden.  Post-transaction, the company's
net debt will be about CDN$200 million down from the current
CDN$1.43 billion, and annual interest payments will decline to
CDN$37 million from CDN$100 million.

The company's poor performance reflects weak market conditions in
its core business segments and sensitivity to a strong Canadian
dollar.  Although S&P doesn't expect market conditions for forest
products to improve in 2008 due to the weak U.S. housing
construction market, a strong Canadian dollar (which averaged
above parity in October and November) will lead to very weak
results for Tembec's first-quarter ending Dec. 31, 2007.  For
fiscal year ended Sept. 30, 2007, the forest products segment
generated EBITDA of negative CDN$68 million compared with CDN$37
million for same period the previous year.   Nevertheless, cash
flow protection levels, as measured by funds from operations to
debt, were 12% for the fiscal year ended Sept. 30, 3007, and
included recovery of lumber duties.

As of Sept. 30, 2007, liquidity included CDN$14 million in cash
and CDN$203 million of an unused operating line of credit.
Although there is no major debt due in 2008, the company has
CDN$140 million in obligations relating to debt, interest expense,
and operating leases.  Tembec has about
CDN$368 million of debt maturing in 2009, and has hired financial
advisors to review strategic alternatives to improve its capital
structure and liquidity.


TERWIN MORTGAGE: Moody's Junks Ratings on Two Certificates
----------------------------------------------------------
Moody's Investors Service has downgraded and maintained on review
for further downgrade 2 certificates, placed on review for
possible downgrade 1 class of certificates, and downgraded 2
certificates from Terwin Mortgage Trust 2007-1SL.  The transaction
is backed by closed-end second lien mortgage loans.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The underlying pool of loans has
seen a high rate of early default with continued growth in the
delinquency pipeline despite the realization of losses.  As of
November 2007, the pool has $36,096,453 of loans that are 60 or
more days delinquent, in bankruptcy, foreclosure or REO.  The
cumulative loss is 8.65% of original pool balance, which has
already exceeded Moody's original expected loss by 18%.

The complete rating actions are:

Issuer: Terwin Mortgage Trust 2007-1SL

Downgrade and Review for Possible Downgrade:

  -- Class M-1, Downgraded to Ba2 from Aa2 and on review for
     possible further downgrade;

  -- Class M-2, Downgraded to Ba3 from Aa3 and on review for
     possible further downgrade.

Review for Possible Downgrade:

  -- Class G, current rating Aaa, on review for possible
     downgrade.

Downgrade:

  -- Class M-3, Downgraded to C from Ba3;
  -- Class B-1, Downgraded to C from B3.


THORNBURG MORTGAGE: S&P Affirms Low-B Ratings on 6 Class Certs.
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
classes of mortgage loan pass-through certificates from Thornburg
Mortgage Securities Trust's series 2003-2 and 2004-3. At the same
time, S&P affirmed its ratings on various Thornburg  Mortgage
Securities Trust transactions, including series 2003-2 and 2004-3.

The raised ratings reflect an increase in credit support due to
the rapid paydown of principal, the shifting interest structure of
the transaction, and minimal losses.  Projected credit support
percentages are at least 2.06x the loss coverage levels associated
with the raised ratings.

As of the November 2007 remittance period, total delinquencies
among the upgraded deals ranged from 0.54% (series 2003-2) to
1.08% (series 2004-3) of the current pool balances, while 90-plus-
day delinquencies (including REOs and foreclosures) ranged from
0.15% (2003-2) to 0.44% (2004-3).

The affirmations reflect stable credit support percentages, zero
losses, and low delinquencies.  Subordination provides credit
support for the all of the pools.  In addition, series 2003-2,
2003-4, 2003-6, and 2004-1 also have excess spread and
overcollateralization.

The collateral for each pool consists primarily of prime hybrid
adjustable-rate mortgage loans secured by first liens on owner-
occupied one- to four-family residences.

                     Ratings Raised

            Thornburg Mortgage Securities Trust
          Mortgage loan pass-through certificates

                                      Rating
                                      ------

           Series    Class        To          From
           ------    -----        --          ----

           2003-2    M-1          AA+         AA
           2004-3    B-1          AA+         AA
           2004-3    B-2          A+          A
           2004-3    B-3          BBB+        BBB

                    Ratings Affirmed

            Thornburg Mortgage Securities Trust
          Mortgage loan pass-through certificates

        Series     Class                     Rating
        ------     -----                     ------

        2002-3     A-1,A-2,A-3,A-4           AAA
        2002-3     B-1                       AA+
        2002-3     B-2                       AA-
        2002-3     B-3                       A-
        2002-4     I-A,II-A,III-A,IV-A       AAA
        2002-4     B-1                       AA+
        2002-4     B-2                       A+
        2002-4     B-3                       BBB+
        2003-2     A,R-1,R-2                 AAA
        2003-2     M-2                       A
        2003-4     A-1,A-2                   AAA
        2003-4     M-1                       AA
        2003-4     M-2                       A
        2003-5     I-A,II-A,III-A,IV-A       AAA
        2003-5     R-I,R-II                  AAA
        2003-5     B-1                       AA
        2003-5     B-2                       A
        2003-5     B-3                       BBB
        2003-5     B-4                       BB
        2003-5     B-5                       B
        2003-6     A-1,A-2                   AAA
        2003-6     M                         AA
        2004-1     I-1A,I-2A,II-1A,II-2A     AAA
        2004-1     II-3A,II-4A               AAA
        2004-1     I-M,II-M                  AA
        2004-2     A-1,A-3,A-4,A-X,A-R       AAA
        2004-2     B-1                       AA
        2004-2     B-2                       A
        2004-2     B-3                       BBB
        2004-2     B-4                       BB
        2004-2     B-5                       B
        2004-3     A,A-X,A-R                 AAA
        2004-3     B-4                       BB
        2004-3     B-5                       B
        2004-4     I-A,I-AX,II-A,II-AX       AAA
        2004-4     III-A,III-AX,IV-A,IV-AX   AAA
        2004-4     V-A,V-AX,R-I,R-II         AAA


TOPPS MEAT: Premio Foods Unit Wants to Buy Beef for $190,000
------------------------------------------------------------
Premio Foods Inc.-affiliate, MSDT Acquisition Corp., told the
United States Bankruptcy Court for the District of New Jersey that
it intends to buy Topps Meat Company's assets for a total of
$825,000, Heather Kays of Herald News reports.

MSDT told the Court that it will buy the Debtor's equipment and
trademark for $635,000 and some of its beef, likely to be
contaminated with E. coli virus, for $190,000, Herald News
relates.

MSDT will make a $63,500 sale deposit for the acquisition, which
is expected to close by Jan. 10, 2008, Herald News adds.

                         About Premio Foods

Hawthorne, New Jersey-based Premio Foods Inc. --
http://www.premiofoods.com/-- is a family-owned company that
makes more than 20 varieties of Italian sausage.

                          About Topps Meat

Headquartered in Elizabeth, New Jersey, Topps Meat Company --
http://www.toppsmeat.com/-- manufactures and supplies branded
frozen hamburgers and other portion controlled meat for
supermarkets and merchandisers.

Topps Meat filed for chapter 7 liquidation on Nov. 21, 2007, with
the United States Bankruptcy Court for the District of New Jersey
and listed assets and debts between $1 million and $100 million.

Topps Meat was forced to close its Elizabeth plant and go out of
business on Oct. 5, 2007, following a beef recall involving more
than 21.7 million pounds of ground beef products, the second-
largest beef recall in U.S. history.


TRIBUNE CO: Closed Going Private Deal Cues Fitch to Cut Ratings
---------------------------------------------------------------
Fitch Ratings has downgraded and removed from rating watch Tribune
Co.'s ratings.  The action is in conjunction with the announcement
that the second step of TRB's going private transaction has
closed.  The ratings have been removed from Rating Watch Negative.
The Rating Outlook is Negative.

Fitch has downgraded these ratings:

  -- Issuer Default Rating to 'B-' from 'B+';

  -- Senior secured revolving credit facility to 'B/RR3' from
     'BB/RR2'.

  -- Senior unsecured notes to 'CCC/RR6' from 'B-/RR6';

  -- Subordinated exchangeable debentures due 2029 to
     'CCC-/RR6' from 'CCC+/RR6'.

Fitch has also assigned this rating:

  -- Senior unsecured bridge loan 'CCC/RR6'.

Fitch's ratings reflect the significant debt burden the
transaction places on the company's balance sheet while its
revenue and cash flow have been declining.  Fitch believes
newspapers and broadcast affiliates face meaningful secular
headwinds that could lead to more cash flow volatility in the
future.  With fixed-charge coverage estimated to be below
1.3 times, there is very little room to endure a cyclical
downturn.  In addition, the rating continues to reflect volatile
newsprint prices and the threat of emerging technologies on the
economics of the pure-play broadcasting affiliate business.  These
concerns are balanced somewhat by the quality and geographic
diversity of the company's assets as well as the success of
several of the company's on-line investments.  Also, the company's
assets are separable from the company and provide some capacity to
potentially postpone financial distress.

Other than the $1.6 billion bridge loan, the borrower's
obligations will be secured by the pledge of all of the capital
stock of Tribune Finance LLC and Tribune Broadcasting Holdco LLC.
The existing notes and debentures will be secured equally and
ratably by the pledge of capital stock of Tribune Finance LLC and
Tribune Broadcasting Holdco LLC as required by the indentures of
the existing notes.  However, the security does not provide a
meaningful benefit to existing bondholders as they will be
structurally subordinated.

In the event of default, the bank facilities and the bridge
facility will have priority ahead of the existing notes and
debentures by virtue of having senior and senior subordinated
guarantees.  Tribune Broadcasting Holdco LLC and Tribune Finance
LLC are the senior guarantors of the bank facility and incremental
facility and the junior guarantors of the bridge facility.  The
existing notes, debentures and PHONES will not receive guarantees.
Financial covenants in the credit facility include maximum
guaranteed leverage of 9.0x, stepping down to 8.25x after 2010,
and an interest coverage minimum of 1.1x.

The rating action for the company's first-priority credit
facilities (which include the incremental $2.105 billion term loan
B), reflect Fitch's belief that 51%-70% recovery is reasonable in
financial distress.  While recognizing its higher level of
priority due to its second-priority guarantee, Fitch assigns a
recovery rating 'RR6' to the new $1.6 billion bridge loan.  The
existing senior unsecured and subordinated exchangeable debentures
also have a recovery rating of 'RR6'.  Given their subordination
in the capital structure, the PHONES are rated three notches from
the IDR, one notch lower than the bridge loan and senior unsecured
notes.  The 'RR6' recovery rating reflects Fitch's estimate that
negligible recovery would be achievable due to Fitch's estimates
of less than 100% recovery by the first-priority bank loans and
the subordination in the capital structure.

Per Fitch's hybrid criteria, pro forma leverage of approximately
10x is calculated assigning 50% equity credit to participating
hybrid option notes exchangeable for stock subordinated debt.
Fitch expects leverage to remain high over the rating horizon.
Pro forma liquidity is supported by a $750 million revolving bank
credit facility.  Fitch notes that the terms of the Tranche X
Facility heighten refinancing risk as there is a $750 million
mandatory amortization by year-end 2008 with the remaining
principal coming due mid-year 2009.  Fitch expects these payments
could be satisfied with asset sales, including the sale of Chicago
Cubs and the company's 25% stake in Comcast SportsNet Chicago.

The Negative Outlook reflects Fitch's belief that there are
significant secular pressures facing newspapers and broadcast
affiliate industries, as advertising dollars are being redirected
toward the emerging mediums to the detriment of traditional media.
Both businesses face the risk of margin compression as these
revenue pressures are coupled with cost structures that are fixed
or contain elements that are largely outside of management's
control.  There is a limited margin of safety around the bank
facility covenant thresholds to endure these threats in a cyclical
downturn.


TRIBUNE CO: S&P Cuts Ratings from B+ to B with Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Tribune
Co. by one notch; the corporate credit rating was lowered to 'B'
from 'B+'.  In addition, the ratings were removed from CreditWatch
with negative implications.  The rating outlook is negative.

The downgrade reflects the completion of the second step of the
company's LBO, which included the closing of $3.7 billion in
additional borrowings to partly fund the purchase of the remaining
publicly held common stock at $34 per share in cash.
This second-step common stock purchase totaled $4.2 billion, and
was funded by a $2.1 billion previously rated and committed
incremental senior secured term loan, a $1.6 billion unsecured
bridge loan rated on Dec. 18, 2007, and about $500 million in cash
on hand.

The total value of the LBO was more than $14 billion, including
the assumption and repayment of approximately $5.5 billion of debt
(which includes the principal amount of the company's PHONES).
The current 'B' corporate credit rating incorporates expected
asset sale and other transaction proceeds (including the
disposition of the Chicago Cubs, Wrigley Field, the company's 25%
interest in Comcast SportsNet Chicago, ancillary real estate
around Wrigley Field, other ancillary real estate assets, and
raising incremental funds through potential asset-backed
commercial paper programs) of approximately $1 billion or more
over the near-to-intermediate term.  This will allow Tribune to
reduce its amortizing term loan X, which had $1.4 billion
outstanding at September 2007. The term loan X requires mandatory
principal payments of $650 million in December 2008 and $750
million in June 2009 (absent expected prepayments).  S&P expects
interest coverage upon the close of the LBO to be 1.3x, and
leverage more than 9.5x (pro forma for new debt issued, net of
expected asset sales and other proceeds).  In addition, on Nov.
30, 2007, the FCC approved the transfer of Tribune's broadcasting
licenses and the extension of its cross-ownership waivers in
markets where the company owns both a television station and a
newspaper.

"We have factored into the current rating our expectation that
newspaper advertising and circulation revenue at Tribune would
decline in 2008, but at lower rates than expected for 2007," noted
Standard & Poor's credit analyst Emile Courtney. "Partially
offsetting this are our beliefs that Tribune will benefit from
modestly improved performance in its broadcasting unit in 2008,
and that cash operating expenses will decline due to lower labor
costs.  Given current trends, however, we expect that the company
will be challenged to limit EBITDA declines to the low- to high-
single-digit percentage area in 2008."


TRICADIA CDO: Moody's Junks Ratings on Five Classes of Notes
------------------------------------------------------------
Moody's Investors Service has downgraded ratings of seven classes
of notes issued by Tricadia CDO 2006-7, Ltd., and left on review
for possible further downgrade ratings of three of these classes
of notes.  The notes affected by the rating action are:

Class Description: $328,500,000 Class A-I Notes Due 2051

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $65,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2051

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $8,000,000 Class A-X Secured Notes Due 2051

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $43,000,000 Class B Senior Secured Floating
Rate Notes Due 2051

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

Class Description: $25,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2051

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

Class Description: $19,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2051

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

Class Description: $7,200,000 Class E Secured Floating Rate
Deferrable Notes Due 2051

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Nov. 20, 2007, of an event of default
caused by a failure of the Net Outstanding Asset Balance divided
by the sum of the Aggregate Principal Amount of the Class A Notes,
other than the Class A-X Notes, and the Class B Notes to equal or
exceed 100%, as required under Section 5.1(j) of the Indenture
dated Jan. 23, 2007.

Tricadia CDO 2006-7, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Net Outstanding Asset Balance
divided by the sum of the Aggregate Principal Amount of the Class
A Notes, other than the Class A-X Notes, and the Class B Notes
failed to meet the required level.  As provided in Article V of
the Indenture during the occurrence and continuance of an Event of
Default, holders of Notes may be entitled to direct the Trustee to
take particular actions with respect to the Collateral Debt
Securities and the Notes.

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


UNITED RENTALS: Ends Merger Dispute With Cerberus
-------------------------------------------------
United Rentals Inc. ended a merger dispute with Cerberus Capital
Management LP after agreeing to accept a $100 million breakup fee
from Cerberus, various sources say.

The move followed a court ruling Friday stating that Cerberus is
not obligated to complete its proposed buyout of United Rentals,
Donna Kardos of The Wall Street Journal relates.

As reported in the Troubled Company Reporter on July 24, 2007,
United Rentals signed a definitive merger agreement to be acquired
by affiliates of Cerberus in a transaction valued at approximately
$6.6 billion, including the assumption of approximately
$2.6 billion in debt obligations.

Under the terms of the agreement, United Rentals stockholders will
receive $34.50 in cash for each share of United Rentals common
stock that they hold.  The purchase price per share represents a
25% premium over United Rentals' closing share price of $27.55
prior to the company's announcement on April 10, 2007 that it had
commenced a process to explore a broad range of strategic
alternatives.

As reported in the Troubled Company Reporter on Nov. 23, 2007,
United Rentals filed a lawsuit against Cerberus after Cerberus
informed United Rentals that it "did not want to force its
financing sources to fulfill their commitments."

Cerberus blamed its change of mind on turmoil in credit markets,
WSJ says.

The lawsuit, seeking to compel Cerberus to complete the agreed-
upon transaction, contended that Cerberus directly violated the
merger agreement and acted in bad faith, and do not have the right
to pay a reverse break-up fee and simply walk away.

Cerberus filed an action for a declaratory judgment against United
Rentals in New York State Supreme Court.  In taking the action,
Cerberus sought to ensure that United Rentals honor the express
contractual undertakings it made contemporaneous with the
execution of the merger agreement.

At a hearing held Dec. 21, WSJ notes, Delaware Court of Chancery
Chancellor William B. Chandler III concluded that Cerberus was
acting within it contractual rights when it pulled the plug on the
deal shortly before the planned closing.

United Rentals said it won't be appealing the court's opinion and
is terminating its previously announced debt tender offers and
consent solicitations, WSJ adds.

The New York law firm of Orans, Elsen & Lupert LLP and the
Wilmington, Delaware law firm of Rosenthal, Monhait & Goddess,
P.A. represent United Rentals in this litigation.

                      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.


WACHOVIA CRE: Fitch Affirms 'B-' Rating on $6.5MM Class O Notes
---------------------------------------------------------------
Fitch affirms all classes of Wachovia CRE CDO 2006-1 (Wachovia CRE
CDO) floating-rate notes as:

  -- $616,500,000 class A-1A at 'AAA';
  -- $68,500,000 class A-1B at 'AAA';
  -- $145,000,000 class A-2A at 'AAA';
  -- $145,000,000 class A-2B at 'AAA';
  -- $53,300,000 class B at 'AA';
  -- $39,000,000 class C at 'A+';
  -- $12,350,000 class D at 'A';
  -- $13,650,000 class E at 'A-';
  -- $24,700,000 class F at 'BBB+';
  -- $16,900,000 class G at 'BBB';
  -- $35,100,000 class H at 'BBB-';
  -- $13,000,000 class J at 'BB+';
  -- $14,950,000 class K at 'BB';
  -- $9,100,000 class L at 'BB-';
  -- $34,450,000 class M at 'B+';
  -- $16,250,000 class N at 'B';
  -- $6,500,000 class O at 'B-'.

Deal Summary:
Wachovia CRE CDO is a revolving commercial real estate cash flow
collateralized debt obligation, which closed on July 11, 2006.  It
was incorporated to issue $1,300,000,000 of floating-rate notes
and preferred shares.  Since the last review
(June 18, 2007), 14 loans have been added to the pool while 13
loans have paid off, resulting in a net increase of
$71.7 million or a 6.2% increase to the CDO par balance.  Based on
the Nov. 19, 2007 trustee report and Fitch categorizations, the
CDO is substantially invested as: whole loans, and A-notes and A-
note Pari Passu notes (84.1%), B-notes and Junior Participations
(6%), mezzanine loans (2.6%), and cash (7.3%).  The CDO is also
permitted to invest in commercial mortgage backed securities, CRE
CDOs, REIT debt, and synthetic assets.

The collateral asset manager is Structured Asset Investors, LLC, a
wholly owned subsidiary of Wachovia Corporation.  An affiliate,
Wachovia Bank N.A.'s Structured Finance Group, is serving as sub-
advisor.  SFG is responsible for selecting assets and monitoring
the portfolio.  Wachovia CRE CDO has a five year reinvestment
period, during which, if all reinvestment criteria are satisfied,
principal proceeds may be used to invest in substitute collateral.
The reinvestment period ends in September 2011.

Collateral Asset Manager:

The Structured Finance Group is a commercial real estate loan
portfolio management team located within Wachovia Bank.  SFG
focuses on providing nonrecourse, transitional, and high leverage
capital to the bank's CRE customer base.  SFG is rated 'CAM 2-' as
a CRE collateralized debt obligation asset manager by Fitch.  SFG
is currently staffed by approximately 17 experienced CRE
professionals.  SFG benefits from the commercial bank's robust
internal procedures and controls.  Additionally, its lending
activities are supported by the bank's commercial mortgage loan
servicing unit Wachovia Securities, which is rated 'CPS2+',
'CMS2', and 'CSS2' by Fitch.

Performance Summary:

Since the last review, the CDO's reinvestment cushion has declined
to 3.75% from 5.75% and is considered below average.  The Fitch
poolwide expected loss is 22.125% compared to the covenant of
25.875%.  The 13 loans that have paid off since the effective date
review had a lower than average weighted average expected loss of
21.44% due to the fact that the majority of the properties had
executed their business plans and reached stabilization.  The fact
that the seasoned loans are paying off as they reach
stabilization, as well as the addition of land and hotel loans,
are the main drivers for the increased poolwide expected loss.
Land and hotel loans generally carry higher expected losses than
other property types.

Although the cushion is below average relative to other CRE CDOs,
the expectation is that the portfolio will continue to be well
diversified, weighted predominantly in whole loans and A-notes,
and secured by traditional property types.  Wachovia's CREL
origination platform is diverse and well established.

As of the November Trustee report, the CDO is 92.6% invested in
assets with an additional 8.9% of the par balance allocated to
delayed funding obligations, up from last review.  As of the last
review, the CDO was 86% invested in assets, of which 10% of the
par balance was allocated to delayed funding obligations.  The
percentage of subordinate debt has decreased to 8.6% from 11% at
last review.

The weighted average spread of outstanding loan balances decreased
since the last review to 2.40% from 2.48%; however, it remains
above the covenant of 1.50%.  The weighted average coupon has
remained at 7.5%.  The percent of fixed rate loans is 1.7%.  These
loans are unhedged, within the maximum covenant of allowable
unhedged assets at 2.75%.  The weighted average life has decreased
since last review to 1.51 years from 1.7 years.  This continues to
imply that the loans will fully turnover during the reinvestment
period.

The over-collateralization ratios of all classes have remained
stable since the effective date review while the interest coverage
ratios have increased over the same period.  The increase in the
IC ratios is attributed to the net increase of $71.7 million in
CDO par as well as the spread widening on the newly purchased
collateral.  Both ratios are above their covenants as of the
November 2007 trustee report.

Collateral Analysis:

As of the November 2007 trustee report and based on Fitch
categorizations the CDO is within all its property type covenants.
Office loans comprise the largest percentage of assets at 35.4%.
Multifamily is the second largest percentage at 24.9%.  The CDO is
also within all its geographic location covenants with the highest
percentage of assets located in California at 31.9%.

The pool has above average loan diversity relative to other CRE
CDOs.  Based on Fitch categorizations the pool currently consists
of 67 loans and the Fitch Loan Diversity score is 205, compared to
the covenant of 244.  Only one loan represents more than 5% of the
ramped portfolio.

For a summary of the Fitch Loans of Concern and the 10 largest
loans, please refer to the 'Wachovia Real Estate CDO 2006-1 CREL
Surveyor Snapshot' on the Fitch Research web site, which will be
available beginning December 21, 2007.

Rating Definitions:

The ratings of the class A and B notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The ratings of
the class C, D, E, F, G, H, J, K, L, M, N, and O notes address the
likelihood that investors will receive ultimate interest and
deferred interest payments, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.

Upgrades during the reinvestment period are unlikely given the
pool could still migrate to the PEL covenant.  The Fitch PEL is a
measure of the hypothetical loss inherent in the pool at the 'AA'
stress environment before taking into account the structural
features of the CDO liabilities.  Fitch PEL encompasses all loan,
property, and poolwide characteristics modeled by Fitch.

Ongoing Surveillance:

Fitch will continue to monitor and review this transaction for
future rating adjustments.  The surveillance team will conduct a
review on a quarterly basis.


WELLMAN INC: Posts $18 Million Net Loss in 3rd Qtr. Ended Sept. 30
------------------------------------------------------------------
Wellman Inc. reported a net loss of $18.0 million on net sales of
$270.8 million for the third quarter ended Sept. 30, 2007,
compared with a net loss of $35.6 million on net sales of
$307.6 million in the same period last year.

For the first nine months of 2007, Wellman reported a net loss of
$53.7 million on net sales of $889.9 million, compared to a net
loss of $63.3 million on net sales of $919.2 million for the same
period in 2006.

The company reported a gross loss of $400,000 in the 2007 period
compared to gross profit of $10.0 million in the 2006 period.

Selling, general and administrative expenses decreased
$1.4 million to $10.9 million, or 4.0% of net sales, in the 2007
period compared to $12.3 million, or 4.0% of net sales, in the
2006 period.

Other income of $1.6 million in the 2007 quarter compared to other
expense of $35.2 million in the same period in 2006, which
included $34.1 million of costs related to the company's
Johnsonville fibers closure and $900,000 of cost related to
hurricane Katrina.

As a result of the foregoing, the company reported an operating
loss of $9.9 million in the 2007 period compared to an operating
loss of $37.5 million in the 2006 period.

Interest expense, net was $16.0 million in the 2007 period
compared to $15.7 million in the 2006 period.  This increase was
due to higher effective interest rates.

                Disposition of WIL Fibers Business

On July 26, 2007, the company disposed of its European recycled-
based fibers business ("WIL").  The company received net proceeds
of approximately $38 million for the sale of WIL to an affiliate
of AURELIUS AG.  The company recognized a $2.6 million net gain on
the sale, which was included in discontinued operations in the
company's condensed consolidated statements of operations.  The
company reported net earnings from discontinued operations of
$4.3 million for the three months ended Sept. 30, 2007, compared
to a net loss from discontinued operations of $1.3 million for the
three months ended Sept. 30, 2006.

                $225 Million U.S. Credit Facility

At Sept. 30, 2007, the company has a $225 million U.S. Revolving
Credit Facility that it uses to manage its daily cash flows.  The
company had an eligible borrowing base of $203.8 million under
this facility and had aggregate borrowings of $129.4 million and
outstanding letters of credit of $5.3 million, which resulted in
aggregate availability of approximately $69.1 million.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$835.0 million in total assets, $712.6 million in total
liabilities, and $122.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2691

                        About Wellman Inc.

Headquartered in Fort Mill, South Carolina, Wellman Inc. --
http://www.wellmaninc.com/-- manufactures and markets high-
quality polyester products, including PermaClear brand PET
packaging resin and Fortrel brand polyester fiber.

                          *     *     *

Moody's Investors Service placed Wellman Inc.'s long term
corporate family rating and probability of default ratings at
'Caa2' in Oct. 31, 2007.


WELLS FARGO: Fitch Rates $722,000 Class B-5 Certificates at B
-------------------------------------------------------------
Wells Fargo mortgage pass-through certificates, series 2007-17,
are rated by Fitch Ratings as:

  -- $461,496,656 classes A-1, A-2, A-3, A-PO, and A-R 'AAA'
     (senior certificates);

  -- $9,620,000 class B-1 'AA';
  -- $3,848,000 class B-2 'A';
  -- $1,443,000 class B-3 'BBB';
  -- $2,404,000 class B-4 'BB'; and
  -- $722,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 4.05%
subordination provided by the 2.00% class B-1, the 0.80% class B-
2, the 0.30% class B-3, the 0.50% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.30% privately offered
class B-6.  The ratings on the class B-1, B-2, B-3, B-4, and B-5
certificates are based on their respective subordination. Class B-
6 is not rated by Fitch.

This transaction contains certain classes designated as
Exchangeable REMIC Certificates and Exchangeable Certificates.
The Class A-1 Certificates are Exchangeable Certificates, and
Classes A-2 and A-3 are the Exchangeable REMIC Certificates.   All
other classes are regular certificates.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A. ([WFB]; rated 'RPS1' by
Fitch).

The transaction consists of 733 fixed interest rate, first lien
mortgage loans, with an original weighted average term to maturity
of approximately 30 years.  The aggregate unpaid principal balance
of the pool is $480,976,950 as of Dec. 1, 2007, and the average
principal balance is $656,176.  The weighted average original
loan-to-value ratio of the loan pool is approximately 74.04%;
8.54% of the loans have an OLTV greater than 80%.  The weighted
average coupon of the mortgage loans is 6.803%, and the weighted
average FICO score is 745.  The states that represent the largest
geographic concentration are California (32.04%), New York
(10.55%), and Virginia (5.78%).  All other states represent less
than 5% of the outstanding balance of the pool.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
one real estate mortgage investment conduit for federal income tax
purposes.


WESTWAYS FUNDING: Moody's Junks Ratings on Four Note Classes
------------------------------------------------------------
Moody's Investors Service has taken action on four classes of
notes issued by Westways Funding VI, Ltd., a Market Value CDO
issuer:

(1) $15,000,000 Class B Floating Rate Senior Subordinate Notes Due
2010

  -- Prior rating: Aa2, on review for possible downgrade
  -- Current rating: A2, on review for possible downgrade

(2) $15,000,000 Class C Floating Rate Subordinate Notes Due 2010

  -- Prior rating: Ba2, on review for possible downgrade
  -- Current rating: Caa2, on review for possible downgrade

(3) $15,000,000 Class D Floating Rate Junior Subordinate Notes Due
2010

  -- Prior rating: Caa2, on review for possible downgrade
  -- Current rating: Ca

(4) $10,000,000 Class L Junior Loan Interests Due 2010

  -- Prior rating: Caa2, on review for possible downgrade
  -- Current rating: Ca

On September 24, Moody's took rating actions on all seven classes
of notes issued by Westways Funding VI.  The current rating action
reflects that a Termination Event was triggered on December 20th
and the assets in the portfolio need to be liquidated to delever
the transactions liabilities.  Class A-1A Notes, Class A-1B Notes
and Class A-2 Notes remain on review for possible downgrade.

Moody's noted that the rating actions take into account the
current stressful market conditions.  While the underlying assets
remain highly rated, the unprecedented illiquidity in the market
for mortgage backed securities has created a high level of
uncertainty around the valuation of the assets, which makes it
difficult to assess the probability of the manager achieving
certain prices.

Westways Funding VI is a market value CDO backed by agency and
non-agency Aaa-rated mortgage backed securities.


WILSON JONES MEDICAL: Moody's Lifts $80 Mil. Debt's Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service has upgraded to Ba3 from B1 the rating
assigned to Wilson N. Jones Memorial Hospital's
$80 million of total debt outstanding and issued by the Metro
Health Facilities Development Corporation.  The outlook is revised
to stable from negative at the higher rating level.  The rating
upgrade and outlook revision are primarily due to a return to
operating profitability in fiscal year 2007 from a sizable
operating loss in FY 2006, as well as stabilization of volume
measures and liquidity.  Management is budgeting for stable
performance and balance sheet measures in FY 2008.

Legal Security: The bonds are secured by a gross revenue pledge
and a mortgage on the hospitals.

Interest Rate Derivatives: None

Strengths

  * Return to operating profitability in FY 2007 following a
    sizable operating loss in FY 2006, although a majority of
    the FY 2006 loss resulted from non-cash or one-time unusual
    items

  * Increase in liquidity in FY 2007 to generate a good 78 days
    cash on hand for a below investment grade rating

  * Adequate Moody's-adjusted maximum annual debt service
    coverage of 1.65 times on annualized FY 2007 ten-month
    results

  * Stabilization in volumes with active physician recruitment
    and return of general surgeon from Iraq

Challenges

  * Expectations for increasingly competitive health care
    market with Universal Health's January 2007 acquisition of
    the only other local competitor, Texoma Medical Center,
    with Universal's promise to build a replacement hospital
    announced to open in late 2009 five miles from WNJ;
    construction has reportedly not begun

  * Low to modest capital spending over the last five years
    that has resulted in increasing and high average age of
    plant of about 18 years, potentially requiring sizable
    capital spending in the future and access to capital may be
    limited

  * Weak debt measures on annualized ten month FY 2007
    operating performance, with cash-to-debt of 31% and debt-
    to-cash flow of 10.7 times

Recent Developments/Results

FY 2006 audited results are expected to be released by the end of
the year.  Internal twelve month statements for 2006 show a
consolidated operating loss of $10.5 million (-8.1% margin) and
only a half million in operating cash flow (0.4% margin). Several
non-cash and unusual one-time items were recorded in FY 2006,
including: (1) a $4.5 million non-cash hit to record additional
bad debt expense resulting from a change in calculating the
reserve for self-pay patients; (2) a $2 million non-cash accrual
to reserve for potential litigation settlements that are under
appeal; (3) a $1.2 million Medicare contractual correction
(management has subsequently changes consultant).  Consolidated
operating income adjusted for the non-cash and one-time unusual
items improves to a loss of $3.5 million (-2.6% margin) and
operating cash flow grows to $7.5 million.

While FY 2006 was a difficult year, operating performance improved
nicely in FY 2007.  For the first ten months, WNJ reported an
operating profit of $1.3 million (1.2% margin) and operating cash
flow of $10.4 million (9.1% margin).  As a result, debt-to-cash
flow improved in FY 2007 but remains high at 10.7 times against a
relatively high debt load.  Maximum annual debt service coverage
remains adequate at 1.65 times on annualized FY 2007 results.
Management projects to end FY 2007 with $1.5 million in operating
profit, and FY 2008 is projected to produce similar results as FY
2007.

Liquidity improved in FY 2007 to $27.7 million as of Oct. 31,
2007, for 78 days cash on hand, a good level for a below
investment grade rating.  This level is an improvement from 64
days at FYE 2006 and a system high since 83 days at FYE 1999.
Cash-to-debt, however, remains very weak at 31%.  Capital spending
increased to $6.5 million in FY 2006 and $4.6 million for the
first ten months of FY 2007 with the use of bond funds to support
capital projects, including investment technology.  Management is
budgeting for FY 2008 capital to remain at these higher levels,
supported in part from bond funds.  No additional debt is
anticipated at this time.

WNJ's main competitor is local Texoma Medical Center located in
Denison about ten miles away to the north.  TMC is now owned by
for-profit Universal Health, which has announced its plans to
construct a replacement hospital to open in late 2009 and has
purchased land about five miles from WNJ.  Should Universal open
this facility, Moody's believe competitive pressures would
increase.  WNJ management states that the medical staffs of the
two facilities are largely separate, and WNJ has actively
recruited new physicians to the medical staff.  WNJ has issued an
RFP for potential affiliation and has received responses that are
currently being evaluated by the Board of Directors. Inpatient
volumes, which declined steadily since FY 2003, leveled off in FY
2007 with management reporting 8,255 admissions for the first ten
months compared to 8,246 admissions for the first ten months of
the prior year.  A new cardiologist, the return of a high volume
general surgeon and an increase in the number of hospitalists have
had a positive impact on volumes and revenues.  Another
cardiologist, two pulmonologists and another internist will be
added in FY 2008.  A reduction in personnel and change in
purchasing vendors are two initiatives to control costs in FY
2008.

Outlook

The stable outlook reflects Moody's belief that the decline in
volumes has abated and that operating performance and liquidity
has stabilized.  Moody's remain cautious, however, about future
competitive pressures from TMC now owned by a larger for-profit
parent and WNJ's ability to fund necessary capital needs over the
longer term.

What could change the rating--Up

Improvement in volumes and stabilization in market share with
consistency in stable to improving operating performance that
strengthens balance sheet profile

What could change the rating--Down

Reversal in improvement in operating performance; further
weakening of the balance sheet; increase in debt without
commensurate increase in cash flow; inability to keep up with
capital demands and remain competitive

Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for The Wilson N. Jones
     Memorial Hospital d/b/a Wilson N. Jones Medical Center and
     Affiliates

  -- First number reflects audit year ended Dec. 31, 2005

  -- Second number reflects internal financial statements for
     year ended Dec. 31, 2006

  -- Third number reflects internal ten month Oct. 31, 2007
     financial statements annualized

  -- Investment returns normalized at 6%

  * Inpatient admissions: 11,041; 9,952; 8,255 (ten months
    only)

  * Total operating revenues: $147.7 million; $129.9 million;
    $136.6 million

  * Moody's-adjusted net revenue available for debt service:
    $18.3 million; $2.0 million; $13.6 million

  * Total debt outstanding: $86.5 million; $93.9 million; $89.1
    million

  * Maximum annual debt service (MADS): $8.7 million; $10.1
    million; $8.4 million

  * MADS Coverage with reported investment income: 2.04 times;
    0.81 times; N/A

  * Moody's-adjusted MADS Coverage with normalized investment
    income: 2.11 times; 0.20 times; 1.65 times

  * Debt-to-cash flow: 6.85 times; (27.21) times; 10.72 times

  * Days cash on hand: 71 days; 64 days; 78 days

  * Cash-to-debt: 31%; 25%; 31%

  * Operating margin: 3.6%; -8.1%; 1.2%

  * Operating cash flow margin: 11.5%; 0.4%; 9.1%

Rated Debt (debt outstanding as of Oct. 31, 2007)

  -- Series 1993 ($35.6 million outstanding) rated Ba3, insured
     by Connie Lee but insurance agreement not rated by Moody's

  -- Series 2001 Hospital Revenue Bonds ($44.5 million
     outstanding) rated Ba3


* 793 US Securities' Ratings Amounting to $22.92 Bil. Lowered
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 793
classes of U.S. residential mortgage-backed securities backed by
U.S. closed-end second-lien mortgage collateral issued from the
beginning of 2004 through the end of 2006.  At the same time, S&P
removed its ratings on 746 of the downgraded classes from
CreditWatch negative, where they were placed on Nov. 16, 2007.
The ratings on the remaining 47 classes were not on CreditWatch
before they were lowered.


The rating actions resolve 802 outstanding CreditWatch actions
taken on Nov. 16, 2007, involving U.S. RMBS backed by closed-end
second-lien collateral.  S&P affirmed 53 of the ratings on these
classes and removed them from CreditWatch negative.  In addition,
two classes with ratings that were on CreditWatch have paid off
and the rating on one class was lowered and removed from
CreditWatch negative on Nov. 19, 2007.

This closed-end second-lien RMBS rating actions affect a total of
116 U.S. closed-end second-lien RMBS transactions.  The 793
downgraded classes from the closed-end second-lien transactions
had an original total principal balance of approximately
$22.92 billion, which represents 31.78% of the approximately
$72.12 billion in U.S. RMBS backed by closed-end second-lien
mortgage loans rated by Standard & Poor's from the beginning of
2004 through the end of 2006.  During this period, the total
balance of U.S. RMBS securities backed by all types of residential
mortgage loans issued in the non-agency market was more than
$2.97 trillion.

Standard & Poor's is taking these actions because it believes that
losses on U.S. RMBS backed by closed-end second-lien collateral
issued in the time period referenced above will significantly
exceed historical precedent and because recent performance data
indicates that performance is likely to be even worse than
previously anticipated.  S&P believes that this poor performance
results from a combination of factors including, but not limited
to, an environment of looser underwriting standards; pressure on
home prices; speculative borrowing behavior; risk layering (the
combination of several risk elements for one single borrower);
very high combined loan-to-values; financial pressure on borrowers
resulting from payment increases on first-lien mortgages; and
questionable data quality. Furthermore, in the past, when
borrowers had difficulty managing their mortgage payments, they
were more readily able to refinance.  As a result of tighter
underwriting standards, an increase in interest rates, and home
price erosion in various regions of the country, however, S&P
believes it is now more difficult to refinance, which will result
in further delinquencies and defaults.

                S&P's Surveillance Assumptions

In light of worsening collateral performance, S&P has applied a
more stressful cumulative loss curve from the high CLTV
transactions issued in 1996 to project losses for the closed-end
second-lien transactions covered in this review.

S&P has also incorporated into its stress test the current charge-
off rate and delinquency levels S&P has observed in recent
performance data.  As a result, the time period S&P used in its
stress test now matches that of the U.S. subprime transaction
reviews it conducted on July 12, 2007, and Oct. 19, 2007.  For
classes that fail the stress within the next 36 months, rating
actions will typically be taken in accordance with these
guidelines:

  -- To 'CCC' on any class that does not pass S&P's stress test
     scenario (a class is expected to experience a principal
     write-down or, with respect to the senior classes, a
     principal shortfall) within 12 months, regardless of its
     current rating;

  -- To 'B' on any class that does not pass S&P's stress test
     scenario within 13 to 24 months;

  -- To 'BB' on any class that does not pass S&P's stres test
     scenario within 25 to 36 months;

In addition, with respect to ratings on more senior classes in a
transaction in which subordinate classes have been downgraded and
where the remaining credit loss protection on a more senior class
was materially eroded by projected losses, ratings will be
adjusted lower to reflect the reduced relative credit loss
protection of that class.

These rating actions are based on the most recent performance
data, which reflects an increase in the level of delinquencies,
and the resulting level of monthly charge-offs among the closed-
end second-lien mortgage loans supporting these transactions.  As
of the November 2007 distribution, total delinquencies and severe
delinquencies (90-plus days, foreclosures, and real estate owned
for the transactions issued in 2004, 2005, and 2006 with ratings
lowered were 11.61% and 6.48%, 15.25%, and 8.09%, and 16.92%, and
9.18%, respectively.   The total delinquency percentages have
increased from the July distribution to the November distribution
by 14% for the 2004 issuance, 43% for the 2005 issuance, and 36%
for the 2006 issuance.  By the same measure, severe delinquency
percentages increased from the July distribution to the November
distribution by approximately 7.25% for 2004 issuance,
approximately 45% for 2005 issuance, and approximately 37% for
2006 issuance.

Furthermore, cumulative charge-offs have increased from 2.49% in
July 2007 to 3.34% as of November 2007 for the transactions issued
in 2004.  As of November 2007, cumulative realized losses have
increased from 4.48% in July to 7.57% for the transactions issued
in 2005.  As of November 2007, cumulative realized losses have
increased from 3.84% July to 9.55% for the transactions issued in
2006.

                  Impact On Current Ratings

The lowered ratings on the 793 different classes were spread
across the various ratings categories are: 59.38% were from the
'AAA' rating category, by original principal balance; 15.28% were
from 'AA'; 11.04% were from 'A'; 7.03% were from 'BBB'; 2.90% were
from 'BB'; 3.38% were from 'B'; and 0.99% were from 'CCC'.

S&P affirmed its ratings on 53 classes of U.S. RMBS backed by
closed-end second-lien collateral and removed them from
CreditWatch.

                 'AAA' Rated Bonds Affected


S&P lowered its ratings on 96 classes from 51 transactions that
were originally rated 'AAA' to various rating levels; 58 classes
were downgraded below investment-grade.  The ratings on 18 classes
were lowered to the 'BBB' rating category; 12 were lowered to the
'A' rating category; and eight were lowered to the 'AA' rating
category.  These classes had an original principal balance of
approximately $13.61 billion out $58.13 billion in total issuance
of that was originally rated 'AAA'.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Jan. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Views from the Bench
         Omni Hotel, New Haven, Connecticut
            Contact: http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Debt Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newwark, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lenders Panel
         Westin Buckhead, Atlanta, Georgia
            Contact: www.turnaround.org

Jan. 14-15, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      VALCON: Liquidity, LBOs, Risk and Restructurings
         Marriott Harbor Beach Resort & Spa, Fort Lauderdale,
Florida
            Contact: http://www.airacira.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Dave & Busters, Jacksonville, Florida
            Contact: 561-882-1331 or www.turnaround.org

Jan. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Current Outlook: Workouts, Lending and Turnarounds
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org

Jan. 17, 2008
   BEARD AUDIO CONFERENCES
      Corporate Bankruptcy Bootcamp: Fundamentals of BAPCPA
Proceedings
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

Jan. 17-18, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Diplomat, Hollywood, Florida
            Contact: http://www.abiworld.org/

Jan. 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Winter Warm-up
         Belgo Brasserie, Calgary, Alberta
            Contact: 403-294-4954 or www.turnaround.org

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Finding Money: Int'l Asset Search and
         Recovery Methods for Collecting Judgments
            Centre Club, Tampa, Florida
               Contact: www.turnaround.org

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         The Lime, Tampa, Florida
            Contact: 561-882-1331 or www.turnaround.org

Jan. 29, 2008
   WEST LEGALWORKS
      Southeastern Distressed M&A Summit
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.westlegalworks.com

Jan. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Year 2008 Kick-Off Party
         Oak Hill Country Club, Rochester, New York
            Contact: 716-440-6615 or www.turnaround.org

Jan. 31, 2008
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy: Unwinding the Deal
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or www.turnaround.org

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or www.turnaround.org

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or www.turnaround.org

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow
         Courtyard Marriott, Dania Beach, Florida
            Contact: www.turnaround.org

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Islamorada Fish Company, Dania, Florida
            Contact: 561-882-1331 or www.turnaround.org

Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 25, 2008
   FINANCIAL RESEARCH ASSOCIATES LLC
      Financial Services Mergers & Acquisitions Deals Forum
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         One Eyed Jacks, Orlando, Florida
            Contact: 561-882-1331 or www.turnaround.org

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Feb. 27-28, 2008
   EUROMONEY INSTITUTIONAL INVESTOR
      6th Annual Distressed Investing Forum
         Union League Club, New York, New York
            Contact: http://www.euromoneyplc.com/

Feb. 27 - Mar. 1, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      CTP Courses
         Holland & Knight, Atlanta, Georgia
            Contact: www.turnaround.org/

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or www.turnaround.org

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or www.turnaround.org

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Assignment for Benefit of Creditors
         University Club, Jacksonville, Florida
            Contact: www.turnaround.org

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: www.turnaround.org/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19-21, 2008
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Omni Hotel, San Francisco, California
               Contact: http://www.ali-aba.org/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org/

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: www.turnaround.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   China\u2019s New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency \u2013 Widening Controversy: Current
Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers\u2014the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today\u2019s Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Medel C. Martirez, Philline P.
Reluya, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***