TCR_Public/071227.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 27, 2007, Vol. 11, No. 305

                             Headlines


ACTUANT CORP: Earns $27.4 Million in First Quarter Ended Nov. 30
AIRCRAFT INDEBTEDNESS: Fitch Withdraws Ratings on Three Certs.
ALCATEL-LUCENT SA: Sells 49.9% Draka Comteq Stake for EUR209 Mil.
ALDEAVISION SOLUTIONS: Court Approves Plan of Arrangement
AMERICAN TRANS: Fitch Withdraws Ratings on Two Certificates

AMERIQUAL GROUP: S&P Lowers Rating to B with Negative Outlook
AMRESCO RESIDENTIAL: S&P Junks Rating on Class M2 Security
ANN-LEE CONSTRUCTION: Case Conversion Hearing Deferred to Feb. 5
APOGEE TECHNOLOGY: Gets AMEX Common Stock Delisting Notice
AREI NEWHALL 10: Voluntary Chapter 11 Case Summary

ARMITAGE ABS: Moody's Junks Ratings on Three Classes of Notes
ARROW ELECTRONICS: Expands Distribution Agreement with Delta
ASPEN FUNDING: Moody's Reviews Ba2 Rating on $10 Mil. Notes
BANC OF AMERICA: Fitch Affirms Low-B Ratings on 14 Certificates
BEAR STEARNS: Barclays Seeks Damages for Fraud and Conspiracy

BEAR STEARNS: Federal Regulators Probe Into Funds' Insiders
BILLING SERVICES: Moody's Withdraws Ratings on $105 Mil. Loan
BIOPURE CORP: Closing Bid Price Falls Below Nasdaq's Criteria
BIO-RAD LABS: Earns $28 Million in Third Quarter Ended Sept. 30
BLACKBOARD INC: S&P Holds B+ Rating with Positive Outlook

BULLITT ELDERCARE: Case Summary & Five Largest Unsecured Creditors
CALPINE CORP: Issues Warrants as Part of Plan of Reorganization
CANTERN CORP: Case Summary & Largest Unsecured Creditor
CARBIZ INC: Begins Buy Here-Pay Here Operations in Oklahoma
CARROLS CORP: Moody's Maintains B2 Corporate Family Rating

CENTEX 2002: Fitch Junks Two Classes of 2002-C Certificates
CHIQUITA BRANDS: Discloses Rule 10b5-1 Stock Trading Plan
CHRYSLER LLC: CEO Expresses Confidence in Operations and Finances
CINRAM INT'L: Weak Operation Prompts Moody's to Hold B1 Ratings
CITIGROUP: Fitch Junks Rating on $3.8 Mil. Class B-7 Note

CITIGROUP MORTGAGE: Fitch Junks Ratings on Four Certificates
CLAYMONT STEEL: Buyer Evraz Group Launches Cash Tender Offer
COFFEYVILLE RESOURCES: S&P Upgrades Rating to B from CCC+
CONSECO INC: Unit Recaptures $50 Mil. of Life Insurance Premium
CONSTELLATION COPPER: Delays Filing of Third Quarter Financials

CONTINENTAL AIRLINES: Fitch Holds Low-B Ratings on Five Certs.
CORRECTIONS CORP: Secures New $450 Mil. Revolving Debt Facility
CREDIT-BASED ASSET: Fitch Cuts Ratings on Certs. Totaling $44MM
CREDIT SUISSE: Fitch Puts B+ Rating on $29.3 Mil. Class H Cert.
CRYSTAL COVE: Moody's Puts Ba2 Rating on $20.3M Notes Under Review

CUMMINS INC: Urges Shareholders to Reject Mini-Tender Offer
DANA CORP: Court Confirms Plan of Reorganization
DELTA FINANCIAL: Common Stock To Be Delisted from Nasdaq Tomorrow
DERCO INC: Case Summary & 20 Largest Unsecured Creditors
DOMTAR INC: Completes First Phase of Offers to Buy Notes

DORAL FINANCIAL: S&P Holds CreditWatch Placement of "B" Rating
EMPIRE RESORTS: Sept. 30 Balance Sheet Upside-Down by $13.4 Mil.
ENCORE ACQUISITION: Board Okays $445 Million 2008 Capital Budget
ENCORE RECEIVABLES: Delinquency Cues S&P to Cut Rating on Notes
FAMILY FIRST: Ends Business by Year-End; Won't for File Bankruptcy

FEDDERS CORP: Can Hire Roux Associates as Environmental Consultant
FEDDERS CORP: Court OKs Devonshire Realty as Real Estate Broker
FEDDERS CORPORATION: Court Sets March 4, 2008 as Claims Bar Date
FEDERATIVE REPUBLIC OF BRAZIL: S&P Maintains Low-B Ratings
FGX INT'L: Company's Request Prompts S&P to Withdraw B Ratings

FIRST FRANKLIN: Fitch Cuts Ratings on $6.7 Mil. Cert. to BB
FIRST FRANKLIN: Realized Losses Cues S&P to Downgrade Ratings
FIRST MAGNUS: To Sell 40 Construction Loans to Summit for $4.6MM
FIRST MAGNUS: Court Designates Examiner for 17 Flagstaff Loans
FIRST MORTGAGE: Moody's Downgrades Ratings from A2 TO Ba2

FORD MOTOR: Continues Pay Hikes for White-Collared Workers in 2008
EVRAZ GROUP: Launches Cash Tender Offer to Purchase Claymont Steel
GEMSTONE CDO: Moody's Reviews Ba2 Rating on $6.1 Mil. Notes
GEMSTONE CDO: Moody's Reviews Ba2 Rating on $7.5 Mil. Notes
GEMSTONE CDO: Moody's Reviews Ba2 Rating on $6 Mil. Notes

GENERAL MOTORS: Resumes Pay Hikes for Salaried Employees in 2008
GENERAL MOTORS: Sells 1 Million Vehicles in China in One Year
GMAC LLC: Moody's Cuts Senior Unsecured Debt Rating to Ba3
GREENBRIAR CLO: Moody's Assigns Ba2 Rating on $40 Mil. Notes
IDAHO HEALTH: S&P Cuts Rating on Revenue Bonds to BB from BBB-

IMAX CORP: Limited Liquidity Cues S&P to Affirm CCC+ Rating
IMC HOME: Delinquent Loans Prompt S&P to Cut Ratings to B
INDUSTRIAS UNIDAS: S&P Holds B Ratings with Negative Outlook
INTERFACE INC: Earns $8.6 Million in Third Quarter Ended Sept. 30
IZATYS GROUP: Case Summary & Four Largest Unsecured Creditors

JP MORGAN MORTGAGE: Fitch Puts BB Rating on $18 Mil. Certs.
JP MORGAN MORTGAGE: Fitch Holds Low-B Ratings on Three Certs.
KNIGHTSBRIDGE CLO: Moody's Puts Ba2 Rating on $22 Mil. Notes
KNOLLWOOD CDO: Moody's Lowers Rating on $16.5 Mil. Notes to Ba3
LEVITT AND SONS: Submits DIP Financing Term Sheet with Wachovia

LEVITT AND SONS: Courts Okays Use of Cash on Hand Until Jan. 9
LEVITT AND SONS: Panel Asks Court to Reconsider Abandonment Orders
LIBERTY MEDIA: Fitch Maintains BB Ratings with Stable Outlook
LONG BEACH MORTGAGE: Fitch Junks Rating on $37.5 Mil. Notes
MAAX HOLDINGS: Caa3 Senior Note Rating Cut by Moody's to Ca

MAGNA ENT: Inks Pacts to Sell Excess Real Estate for $28.7 Mil.
MBIA INC: Company Rating Outlook Changed to Negative by Moody's
MERCURY CDO: Moody's Cuts Rating on $17 Mil. Notes to Ba2
MKP CBO: Moody's Cuts Baa3 Rating on $5 Mil. Note to B1
MOBILE MINI: Earns $12.7 Million in Third Quarter Ended Sept. 30

MORGAN STANLEY: Fitch Junks Ratings on Eight Certificates
MORGAN STANLEY: Delinquencies Cue Fitch to Downgrade Ratings
MOSAIC CO: Will Prepay $150 Mil. of Term Loans on December 31
NATIONAL RV: Court Approves Use of Well Fargo's Cash Collateral
NATIONAL RV: Taps O'Melveny & Myers as Special Litigation Counsel

NEW CENTURY: Fitch Junks Rating on $37 Mil. Class M-1 Cert.
NEW CENTURY: Exclusive Plan Filing Period Expires Tomorrow
NEW CENTURY: More Than $32 Billion in Claims Filed Through Aug. 31
NEW JERSEY EDUCATIONAL: S&P Holds BB+ Rating on 1998B Bonds
NEWPAGE CORP: Closes Purchase of Stora Enso's North American Biz

NEWPARK RESOURCES: Secures New $225 Mil. Secured Debt Facility
NY RACING: Creditors Balk at Confirmation of Reorganization Plan
NY RACING: Says Plan of Reorganization Gets 97% "Yes" Votes
OCEANVIEW CBO: Moody's Cuts Ratings on Two Notes from Caa3 to C
OMEGA HEALTHCARE: S&P Holds BB Senior Unsecured Debt Rating

ON SEMICONDUCTOR: Moody's Affirms Ba3 Credit Facility Rating
PACIFIC COAST : Moody's Reviews Caa3 Rating on $96 Mil. Notes
PERFORMANCE TRANS: CIT Group Balks at Imperial Cap.'s Retention
PERFORMANCE TRANS: Court Approves Jones Day as Bankr. Counsel
PIER 1: Posts $10 Million Net Loss in Third Quarter Ended Dec. 1

PINE RIVER: Files Amended Combined Plan & Disclosure Statement
PINNACLE POINT: Moody's Junks Ratings on Two Classes of Notes
POPE & TALBOT: U.S. Trustee Sets Jan. 8 Sec. 341 Creditors Meeting
POPE & TALBOT: Courts Extends Deadline to File Schedules
POPE & TALBOT: Courts Approve Cross-Border Insolvency Protocol

QUEBECOR MEDIA: Earns CDN$84.8 Million in Third Quarter
QUINTILES TRANSNATIONAL: S&P Holds BB- Corporate Credit Rating
RED VISTAS: Case Summary & Four Largest Unsecured Creditors
RITCHIE MULTI-STRATEGY: Involuntary Chapter 11 Case Summary
RITE AID: Posts $84.8 Million Net Loss in 3rd Qtr. Ended Dec. 1

RIVER NORTH: Moody's Cuts Rating on $14.25 Million Notes to B3
SACO MORTGAGE: Fitch Cuts Ratings on Four Certs. to Low-B
SINCLAIR BROADCAST: S&P Affirms BB- Rating with Stable Outlook
SIRICOMM INC: Files Chapter 11 Petition in Missouri
SIRICOMM INC: Case Summary & 20 Largest Unsecured Creditors

SPANSION INC: Amends Merger Agreement with Saifun Semiconductors
STRUCTURED ASSET: Fitch Junks Ratings on 21 Certificates
STRUCTURED ASSET: S&P Cuts Rating on Class B Certificates to "D"
SURETY CAPITAL: Files for Bankruptcy to Pursue Sale of Asset
SURETY CAPITAL: Case Summary & 20 Largest Unsecured Creditors

SYMPHONY CLO: Moody's Puts Ba2 Rating on $12.24 Mil. Notes
SYNIVERSE TECHNOLOGIES: Completes BSG Wireless Acquisition
TEKNI-PLEX INC: Moody's Cuts Corporate Rating to Caa3 from Caa1
TEMBEC INC: Considers Conversion of $1.2 Billion Debt to Equity
TENNECO INC: Completes Realignment of Some Foreign Subsidiaries

TEXAS STUDENT: S&P Lowers 2001A Bonds' Rating to BB- from BB
TISHMAN SPEYER: S&P Maintains BB- Corporate Credit Rating
TRUMP ENTERTAINMENT: Secures $500 Mil. Mortgage Credit Facility
TSG INC: Judge Cornish Confirms Chapter 11 Liquidation Plan
UBS MORTGAGE: Fitch Puts BB+ Rating on Class B Certificates

UBS MORTGAGE: Fitch Puts Low-B Ratings on Two Certificates
VESTA INSURANCE: Florida Select Files Plan of Liquidation
VONAGE HOLDINGS: Settles AT&T Patent Dispute; Agrees to Pay $39MM
WAMU ASSET: Fitch Assigns Low-B Ratings on Four Certificates

* FTI Consulting Promotes Ten Exec. to Senior Managing Director
* Squire Sanders Enhances Restructuring and Insolvency Team
* William Yoo Joins Fried Frank-Asia's Real Estate Equity Team

* S&P Cuts Ratings on 88 Tranches 20 U.S. Cash Flow and CDOs
* S&P Downgrades 14 Tranches' Ratings from 10 U.S. CDOs

* Chapter 11 Cases with Assets & Liabilities Below $1,000,00


                             *********

ACTUANT CORP: Earns $27.4 Million in First Quarter Ended Nov. 30
----------------------------------------------------------------
Actuant Corporation reported first quarter fiscal 2008 net
earnings of $27.4 million compared to prior year net earnings
of $25.1 million.  Fiscal 2008 first quarter results include a
$5.5 million charge covering a portion of the company's European
Electrical restructuring, versus $100,000 in the first quarter of
fiscal 2007.

For the first quarter ended Nov. 30, 2007, the company's net
sales increased 21% to $415 million from $343 million in the
prior year, reflecting the combination of core growth, business
acquisitions and the weaker U.S. dollar.  Excluding the impact of
foreign currency rate changes (5%) and acquisitions (13%), core
sales growth was 3%.  Both the Industrial and Engineered Products
segments generated double-digit core sales growth.

Robert Arzbaecher, President and CEO of Actuant commented,
"Actuant is off to a solid start in fiscal 2008 with core sales
growth slightly ahead of expectations and excellent conversion
to earnings.  Robust Industrial segment sales as well as
continued strength in the European truck market had a favorable
impact on our core sales growth in the quarter.  These results
reinforce the benefits of Actuant's end market, geographic and
customer diversification.  Excluding restructuring charges,
first quarter EPS increased 27% from last year, driven by higher
sales, the benefit of acquisitions and margin expansion.  We
were especially pleased with the breadth of the year-over-year
EBITDA margin increase as all of our business segments
contributed to the improvement."

Excluding European Electrical restructuring charges, operating
margins in the first quarter improved 90 basis points, to 13.6%
from 12.7% in the prior year.  Higher gross profit margins as
well as controlled selling, administrative and engineering
spending were the primary drivers.  The gross profit margin
expansion reflects higher volume, favorable sales mix and the
Company's continuous improvement initiatives including Lean
Enterprise Across Discipline.

                      Financial Position

Net debt at Nov. 30, 2007, was $505 million (total debt of
$574 million less $69 million of cash), an increase of
$30 million from the beginning of the quarter.  Strong cash flow
in the quarter was used to fund the $47 million investment in TK
Simplex as well as $9 million of capital expenditures.  Actuant's
first quarter cash flow was impacted by seasonal trends including
working capital growth and the payment of prior year employee
incentive compensation.

                            Outlook

The company also announced that it has increased its full year
sales and earnings guidance and provided guidance for the second
quarter of fiscal 2008.  Mr. Arzbaecher stated, "We expect
second quarter sales and EPS to be lower than the first quarter
due to normal seasonality, but do anticipate year-over-year
growth.  Excluding future acquisition activity and European
Electrical restructuring charges, we are projecting second
quarter sales and EPS to be in the range of $385 - $395 million,
and $0.39-0.42 per share, respectively."

Mr. Arzbaecher continued "Our full year fiscal 2008 sales and
earnings outlook, excluding future acquisitions and European
Electrical restructuring charges, is being increased to reflect
actual first quarter results, the weaker U.S. dollar and current
business conditions.  Our increased guidance is for sales and
EPS in the range of $1.625-1.660 billion and $1.95-2.05 per share,
respectively.  This translates to 13-18% EPS growth over
the $1.73 fiscal 2007 EPS, excluding 2007 tax gains and
European Electrical restructuring charges.  We are pleased with
our first quarter performance and remain committed to delivering
outstanding customer and shareholder value."

                      About Actuant Corp.

Headquartered in Glendale, Wisconsin, Actuant Corp. (NYSE:ATU) --
http://www.actuant.com/-- is a diversified industrial company
with operations in more than 30 countries, including Australia,
Brazil, China, Hong Kong, Italy, Japan, Taiwan, United Kingdom and
South Korea.  The Actuant businesses are market leaders in highly
engineered position and motion  control systems and branded
hydraulic and electrical tools and supplies.  The company employs
a workforce of approximately 6,000 worldwide.

                          *     *     *

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Actuant Corp.'s proposed $250 million senior unsecured notes
due 2017 on June 2007.  Rating still hold to date.


AIRCRAFT INDEBTEDNESS: Fitch Withdraws Ratings on Three Certs.
--------------------------------------------------------------
Fitch Ratings has withdrawn the ratings on the Aircraft
Indebtedness Repackaging Trust 1997-1 securities listed due to a
lack of sufficient information to maintain the ratings.

                      AIR Trust 1997-1

  -- Class A certificates 'B';
  -- Class B certificates 'CCC';
  -- Class C certificates 'CC'.


ALCATEL-LUCENT SA: Sells 49.9% Draka Comteq Stake for EUR209 Mil.
-----------------------------------------------------------------
Alcatel-Lucent S.A. has reached an agreement with Draka Holding
N.V. to sell its 49.9% share in Draka Comteq B.V. against payment
of an aggregate cash purchase price of EUR209 million.

Under this transaction, Draka acquires full ownership of Draka
Comteq.  Draka Comteq B.V. is a leader in the field of optical
fibre and optical fibre cable, created on July 1, 2004 by
combining the worldwide optical fibre and communication cable
activities of Draka and Alcatel-Lucent.

Since the initial establishment of the joint venture, Draka Comteq
has been controlled by Draka and its results have been
consolidated in full in the Draka consolidated financial
statements.

It is expected that the transaction completed by the end of 2007.

                       About Alcatel-Lucent

Headquartered in Paris, France, Alcatel-Lucent S.A. --
http://www.alcatel-lucent.com/-- provides solutions that enable
service providers, enterprises and governments worldwide to
deliver voice, data and video communication services to end
users.

Alcatel-Lucent maintains operations in 130 countries, including,
Austria, Germany, Hungary, Italy, Netherlands, Ireland, Canada,
United States, Costa Rica, Dominican Republic, El Salvador,
Guatemala, Peru, Venezuela, Indonesia, Australia, Brunei and
Cambodia.

                          *     *     *

As reported in the TCR-Europe Nov. 9, 2007, Moody's Investors
Service downgraded to Ba3 from Ba2 the Corporate Family Rating
of Alcatel-Lucent.   The ratings for senior debt of the group
were equally lowered to Ba3 from Ba2 and the trust preferred
notes of Lucent Technologies Capital Trust I have been
downgraded to B2 from B1.  At the same time, Moody's affirmed
its Not-Prime rating for short-term debt of Alcatel-Lucent.
Moody's said the outlook for the ratings is stable.

Alcatel-Lucent's Long-Term Corporate Credit rating and Senior
Unsecured Debt carry Standard & Poor's Ratings Services' BB
rating.  Its Short-Term Corporate Credit rating stands at B.


ALDEAVISION SOLUTIONS: Court Approves Plan of Arrangement
---------------------------------------------------------
AldeaVision Solutions Inc. has obtained approval from the Quebec
Superior Court of its plan of arrangement and reorganization under
the Companies' Creditors Arrangement Act (Canada) and the Canada
Business Corporations Act (Canada).

The plan will affect the company's shareholders, debenture holders
and its secured creditor.  Given the prior approval of the plan by
the debenture holders and the secured creditor, the Court ordered
no stay of proceedings and no court appointed monitor.  The plan
does not affect the other creditors of the company and its day-to-
day business will continue undisturbed.

As reported in the Troubled Company Reporter on Dec. 21, 2007, the
plan sanctioned includes, among others, these transactions which
are scheduled to close on or about Jan. 15, 2008:

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

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

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

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

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

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

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

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

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

The Court Order issued on Dec. 20, 2007, has the effect of
revoking the reporting issuer status of the company in all
Canadian jurisdictions where it currently had status.  The order
also cancels any cease-trade orders issued by any Canadian
securities regulatory authorities on the securities of the
company.

                     About AldeaVision Solutions

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


AMERICAN TRANS: Fitch Withdraws Ratings on Two Certificates
-----------------------------------------------------------
Fitch Ratings has withdrawn the ratings on the American Trans Air
1996-1 Pass Through Trusts securities listed due to a lack of
sufficient information to maintain the ratings.

        American Trans Air 1996-1 Pass Through Trusts

  -- Class A pass-through certificates 'BB-';
  -- Class B pass-through certificates 'B-'.


AMERIQUAL GROUP: S&P Lowers Rating to B with Negative Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
AmeriQual Group LLC, including the corporate credit rating, to 'B'
from 'B+'.  The outlook is negative.

"The downgrade reflects declining earnings and deteriorating
credit protection measures resulting from lower military sales,"
said Standard & Poor's credit analyst Mr. Christopher DeNicolo.

Revenues declined 20% in the first nine months of 2007 because of
lower demand for AmeriQual's main military ration products, "Meal,
Ready-to-Eat," as well as lower sales of the firm's civil ration,
aPack.  A higher proportion of less profitable commercial sales
and lower prices under the most recent MRE contract has resulted
in a decline in operating margin to less than 10% for the 12
months ending Sept. 30, 2007, from around 15% in the year-earlier
period.

These factors have resulted in a significant deterioration in
credit protection measures, with funds from operations to debt now
below 5%, down from 15%, and debt to EBITDA above 7x, up from
3.5x.

The ratings on AmeriQual reflect its very weak credit protection
measures, limited product diversity, and modest revenue base,
offset somewhat by its position as a leading provider of field
rations to the U.S. military (about 70% of sales).  In addition,
the company manufactures "shelf-stable" food products for leading
branded food companies and emergency rations for nonmilitary use
(30%).

S&P could lower the rating further if higher sales and earnings
from commercial contracts and new military products do not result
in improving credit protection measures in 2008.   Although less
likely in the near term, S&P could revise the outlook to stable if
faster-than-expected earnings growth results in debt to EBITDA
below 6x and FFO to debt above 15%.


AMRESCO RESIDENTIAL: S&P Junks Rating on Class M2 Security
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of mortgage-backed securities from AMRESCO Residential
Securities Corp. Mortgage Loan Trust 1999-1.  S&P downgraded class
M1 to 'BBB' from 'AA' and downgraded class M2 to 'CCC' from 'A'.
In addition, S&P affirmed its 'AAA' rating on class A.

The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, thereby reducing overcollateralization
(O/C) to $384,214 versus a target amount of $1,065,000.

There are sizeable loan amounts that are severely delinquent
(90-plus-days, foreclosures, and REOs), which suggests that the
unfavorable performance trends are likely to continue.  Severe
delinquencies amount to $4.569 million, which is 27.88% of the
current pool balance.  This is only a 9.5% improvement from
December 2006's level of $5.051 million in severe delinquencies.
As of the November 2007 remittance report, cumulative realized
losses were $24,215,621, which is 11.37% of the original pool
balance.

The affirmation reflects a level of credit support that is
sufficient to maintain the current rating.

Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  At issuance, the mortgage
collateral backing the AMRESCO certificates consisted of 15- to
30-year, fixed- and adjustable-rate, subprime loans secured by
first liens on owner-occupied, single-family detached residential
properties.

                      Ratings Lowered

AMRESCO Residential Securities Corp. Mortgage Loan Trust 1999-1
             Mortgage pass-through certificates

                                        Rating
                                        ------

          Series      Class      To              From
          ------      -----      --              ----

          1999-1      M1         BBB              AA
          1999-1      M2         CCC              A

                      Rating Affirmed

AMRESCO Residential Securities Corp. Mortgage Loan Trust 1999-1
             Mortgage pass-through certificates

               Series      Class       Rating
               ------      -----       ------

               1999-1      A           AAA


ANN-LEE CONSTRUCTION: Case Conversion Hearing Deferred to Feb. 5
----------------------------------------------------------------
The Honorable Jeffery A. Deller of the United Sates Bankruptcy
Court for the Western District of Pennsylvania deferred the
hearing to consider approval of Ann-Lee Construction and Supply
Company Inc.'s request to convert its Chapter 11 bankruptcy case
into a Chapter 7 liquidation proceeding to Feb. 5, 2008, at
10:00 a.m.

The hearing will be held at U.S. Steel Tower, 54th Floor, p04
Courtroom D in Pittsburgh.

Judge Jeffery previously set the case conversion hearing on
Dec. 12, 2007.

In its request, the Debtor told the Court that they have incurred
additional losses from Jan. 11, 2007, to Aug. 17, 2007, and as a
result, it was unable to meet its debts as they come due.

The Debtor further said that it was unable to file a viable
Chapter 11 plan and disclosure statement within the required time
set by the Court.  The Debtor's exclusive plan filing period
expired on Sept. 19, 2007.

Based in Saltsburg, Pennsylvania, Ann-Lee Construction and
Supply Company, Inc. offers construction consulting & management
services.  The company filed for Chapter 11 protection on
Jan. 11, 2007 (Bankr. W.D. Pa. Case No. 07-20226).  Michael J.
Henny, Esq. and Joseph V. Luvara, Esq. represent the Debtor in
its restructuring efforts.  Kirk B. Burkley, Esq., at Bernstein
Law Firm PC, represents 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.


APOGEE TECHNOLOGY: Gets AMEX Common Stock Delisting Notice
----------------------------------------------------------
The American Stock Exchange's Listing Qualifications Panel has
notified Apogee Technology Inc. that the Panel has upheld the
decision to cease the continued listing of the company's common
stock and to initiate delisting proceedings.

The company said it is working on an orderly transition from the
Amex to the OTC Bulletin Board(R) and/or the Pink Sheets(C) LLC.
There will be no interruption in the trading of its common stock
during the transition, which is expected to be completed prior to
year-end.

The Amex will suspend trading in the company's common stock in
accordance with Section 1204(d) of the Amex Company Guide and will
file an application with the Securities and Exchange Commission to
strike the company's common stock from listing and registration on
the Amex in accordance with the timing and procedures set forth in
Sections 1205(g), 1206(d) and/or Section 1206(e) of the company
Guide.

"We have been very pleased with our experience on the American
Stock Exchange," Herbert Stein, Apogee's chairman and CEO, said.
"However, we believe that raising sufficient equity funds at this
time, to meet the Amex shareholder equity listing requirements,
exceeds our near term capital needs and would result in
unnecessary shareholder dilution.  Our planned transition to the
OTCBB will provide liquidity and marketability for our stock while
allowing us to execute a funding strategy that we believe will
best serve our business and shareholders' interests."

                    About Apogee Technology

Based in Norwood, Massachussetts, Apogee Technology Inc. (AMEX:
ATA) -- http://www.apogeemems.com/-- designs and develops
intradermal and dermal drug delivery systems while it further
develops and markets sensor solutions based upon the company's
proprietary nanotechnology and Micro-Electromechanical Systems and
drug delivery technologies.

                     Going concern Doubt

As reported in the Troubled Company Reporter on April 11, 2007,
Miller Wachman LLP raised substantial doubt about Apogee
Technology Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring operating losses and negative cash flows from
operations.

For the years ended Dec. 31, 2006, and 2005, the company incurred
a net loss of $3 million.  It reported total revenues of
$1.9 million for 2006 and total revenues of $5.2 million for 2005.


AREI NEWHALL 10: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: A.R.E.I. Newhall 10, L.L.C.
        2272 East Richmond Avenue
        Fresno, CA 93720

Bankruptcy Case No.: 07-15156

Chapter 11 Petition Date: December 25, 2007

Court: Central District Of California (San Fernando Valley)

Debtor's Counsel: D. Justin Harelik, Esq.
                  11870 Santa Monica Boulevard, Suite 106-531
                  Los Angeles, CA 90025
                  Tel: (310) 592-9494

Total Assets:    $661,932

Total Debts: $24,000,0000

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


ARMITAGE ABS: Moody's Junks Ratings on Three Classes of Notes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of five classes
of notes and left on review for possible further downgrade ratings
of two classes of notes issued by Armitage ABS CDO, Ltd. The notes
affected by this rating action are:

Class Description: $1,950,000,000 Class A-1M Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $450,000,000 Class A-1Q Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $245,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $200,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $72,000,000 Class A-4 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $30,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes Due 2047

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

Class Description: $27,000,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2047

  -- Prior Rating: Baa2, 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 on
Dec. 3, 2007, as reported by the Trustee, of an event of default
caused by a failure of the Class A Overcollateralization Ratio to
equal or exceed 97.5%, as required under Section 5.1(i) of the
Indenture dated March 29, 2007.

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

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

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

The rating downgrades 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 Class A-1M, Class
A-1Q, Class A-2 and the Class A-3 Notes remain on review for
possible downgrade pending the receipt of definitive information.


ARROW ELECTRONICS: Expands Distribution Agreement with Delta
------------------------------------------------------------
The North American Components business of Arrow Electronics Inc.
has expanded its distribution agreement with Delta Electronics
Inc., provider of switching power supplies, to include Delta's
Delphi Series of standard DC/DC converters.

Offering up to 700 watts of power in a single unit, the Delphi
DC/DC converters provide high efficiency and high-density power
for the commercial, industrial and military markets.

"The expanded agreement between Delta, one of the world's
largest power manufacturers, and Arrow, one of the largest
power-supply distributors, enables customers to access products
and services from a world-class team," said Arrow Electronics
vice president of marketing for passives, electromechanical and
connector products, Mike Calabria.  "Delta will compliment
Arrow's industry-leading power-supply line card and strong
market presence."

"We are pleased to expand our association with Arrow to include
DC/DC converters.  Our customers will benefit from the support
and program expertise Arrow provides," said Delta Electronics
senior vice president of sales, Graham Hunter.

                  About Delta Electronics, Inc.

Delta Group -- http://www.deltaww.com/-- is the world's largest
provider of switching power supplies and a major source for
power management solutions, components, visual displays,
industrial automation, networking products, and renewable
energy.  Established in 1971, Delta Group has sales offices
worldwide and manufacturing plants in Taiwan, Thailand, China,
Mexico and Europe.  As a global leader in power electronics,
Delta is committed to environment protection and has implemented
green, lead-free production and recycling and waste management
programs for many years. Delta's mission continues to be:  "To
provide innovative energy-saving products for a better quality
of life."

                   About Arrow Electronics

Headquartered in Melville, New York, Arrow Electronics Inc.
-- http://www.arrow.com/-- provides products, services and
solutions to industrial and commercial users of electronic
components and computer products.   Arrow serves as a supply
channel partner for nearly 600 suppliers and more than 130,000
original equipment manufacturers, contract manufacturers and
commercial customers through a global network of over 270
locations in 53 countries and territories.

The company operates in France, Spain, Portugal, Denmark,
Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden,
Italy, Germany, Austria, Switzerland, Belgium, the Netherlands,
United Kingdom, Argentina, Brazil, Mexico, Australia, China,
Hong Kong, Korea, Philippines and Singapore.

                        *     *     *

Arrow Electronics senior subordinated stock continues to carry
Moody's Investors Service's Ba1 rating.  The company's senior
preferred stock is rated at Ba2.


ASPEN FUNDING: Moody's Reviews Ba2 Rating on $10 Mil. Notes
-----------------------------------------------------------
Moody's Investor Services placed on review for possible downgrade
these notes issued by Aspen Funding I, Ltd.:

* Class Description: $12,000,000 Class A-2L Floating Rate
Notes due 2037

  -- Prior Rating: A1
  -- Current Rating: A1, on review for possible downgrade

* Class Description: $10,000,000 Class A-3L Floating Rate
Notes due 2037

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

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


BANC OF AMERICA: Fitch Affirms Low-B Ratings on 14 Certificates
---------------------------------------------------------------
Fitch has affirmed these Banc of America Commercial Mortgage Inc.,
series 2005-1 commercial mortgage pass-through certificates:

  -- $215.0 million class A-1A at 'AAA';
  -- $117.2 million class A-2 at 'AAA';
  -- $555.2 million class A-3 at 'AAA';
  -- $343.1 million class A-4 at 'AAA';
  -- $134.0 million class A-SB at 'AAA';
  -- $381.2 million class A-5 at 'AAA';
  -- $168.3 million class A-J at 'AAA';
  -- Interest-only class XW at 'AAA';
  -- $61.0 million class B at 'AA';
  -- $20.3 million class C at 'AA-';
  -- $43.5 million class D at 'A';
  -- $20.3 million class E at 'A-';
  -- $26.1 million class F at 'BBB+';
  -- $20.3 million class G at 'BBB';
  -- $34.8 million class H at 'BBB-';
  -- $5.8 million class J at 'BB+';
  -- $8.7 million class K at 'BB';
  -- $8.7 million class L at 'BB-';
  -- $2.9 million class M at 'B+';
  -- $5.8 million class N at 'B';
  -- $11.6 million class O at 'B-';
  -- $5.0 million class FM-A at 'BBB+';
  -- $2.5 million class FM-B at 'BBB';
  -- $8.8 million class FM-C at 'BBB';
  -- $22.6 million class FM-D at 'BBB-';
  -- $2.1 million class SM-A at 'BB+';
  -- $2.1 million class SM-B at 'BB+';
  -- $6.4 million class SM-C at 'BB';
  -- $2.6 million class SM-D at 'BB-';
  -- $2.0 million class SM-E at 'BB-';
  -- $4.9 million class SM-F at 'B+';
  -- $4.2 million class SM-G at 'B';
  -- $5.5 million class SM-H at 'B-';

Fitch does not rate the SM-J, LM, and P classes.

The rating affirmations reflect the transaction's stable
performance since issuance.  As of the November 2007 distribution
date, the pool's aggregate collateral balance has been reduced
approximately 4.8% to $2.3 billion from
$2.4 billion at issuance.  There are currently no delinquent or
specially serviced loans in the deal.

Six loans (24.6%) maintain their investment grade shadow ratings
by Fitch based on their stable performance.

Fashion Show Mall (8.0%) is a 1,671,769 sf regional mall located
in Las Vegas, Nevada.  June 2007 occupancy remained stable at
77.0% compared to 76.1% at issuance.  Despite the large vacancy,
the property continues to perform well.  The loan matures on Jan.
1, 2008.  The Servicer has received notice of the borrower's
intent to payoff the loan prior to maturity.

Southdale Mall (6.5%) is a 1,335,023 sf regional mall located in
Edina, Minnessota.  June 2007 occupancy declined to 77.0% compared
to 83.3% at origination.  The property has shown declines in base
rent and recoveries since issuance as well.   Fitch will continue
to closely monitor the loan.

Zurich Towers (3.5%) is an 807,624 sf office property located
Schaumburg, IL.  As of YE 2006, the property remains 100%
occupied.

All three American Express Buildings as of YE 2006 remain 100%
occupied.


BEAR STEARNS: Barclays Seeks Damages for Fraud and Conspiracy
-------------------------------------------------------------
Barclays Bank PLC has filed a complaint in the U.S. District
Court for the Southern District of New York to seek damages
against Bear Stearns Asset Management Inc., Ralph Cioffi,
Matthew Tannin, Bear Stearns, & Co. Inc., and The Bear Stearns
Companies Inc. for alleged fraud, conspiracy, breach of
fiduciary duties and promissory estoppel.

According to the Complaint, London-based Barclays is the sole
participating shareholder in Bear Stearns High-Grade Structured
Credit Strategies Enhanced Leverage Master Fund, Ltd., which has
been liquidating under the Cayman Islands Companies Law since
July 2007.

Barclays says the Complaint arises from "one of the most high
profile and shocking hedge fund failures in the last decade."

Barclays accuses that BSAM and the senior executives have long
known that the Enhanced Fund and its associated assets were worth
far less than their stated values in the early months of 2007 and
were at great risk of further losses.

BSAM allegedly concealed the Funds' failing net asset value from
Barclays and investors in related feeder funds for as long as
possible, instead of revealing the drop in value in, and the
increased risk to, the Enhanced Fund, instead of taking immediate
and effective corrective action to correct the probe, asserts
Lawrence Byrne, Esq., at Linklaters, LLP, in New York, Barclays'
counsel.

The cover-up and failure to respond in accordance with BSAM's
fiduciary duties to Barclays only caused greater losses and a
more spectacular collapse of the Enhanced Fund, Mr. Byrne further
alleges.

Mr. Byrne says Barclays entered into the transaction involving
the Enhanced Fund and invested about $400,000,000 in the
structure after extensive negotiations with BSAM and the senior
executives who held themselves as having a proprietary,
extraordinarily sensitive and effective risk management system
and as having special access to pricing information and marketing
expertise that would benefit Barclays.

BSAM promised to operate the Enhanced Fund with full transparency
on performance and on pricing to Barclays, Mr. Byrne adds.
Furthermore, BSAM and Barclays negotiated detailed investment
restrictions, including by asset class and rating requirements,
with which BSAM agreed to comply for Barclay's benefit.

"In all these respects, [BSAM] entered intentionally into a
relationship in which Barclays placed trust and confidence in
them," Mr. Byrne states.

According to Mr. Byrne, BSAM and the senior executives deceived
Barclays through a series of misrepresentations to:

   (1) secure Barclays' provision of its initial leverage for and
       financial stake in the enhanced fund structure;

   (2) secure a significant increase in Barclays' economic
       commitment to the structure in March 2007; and

   (3) deceive Barclays and keep it in the structure with ongoing
       positive reports about the Enhanced Fund's performance,
       even into mid-June 2007, until Barclays' losses had snow-
       balled.

BSAM failed to employ its purported and promised superior risk
management system and the asserted expert pricing and hedging
techniques to protect Barclays' exposure as leverage counterparty
and sole participating shareholder in the Enhanced Fund, Mr.
Byrne adds.  BSAM and the senior executives also failed to
exercise the duties of care they particularly owed to Barclays in
their actions as the Enhanced Fund's investment manager, and
they failed in their specific fiduciary duties to deal candidly
and fairly with Barclays.

Mr. Byrne also alleges that Bear Stearns and BSAM used the
Enhanced Fund as a place to unload excessively risky or troubled
assets -- subprime-related CDOs -- that could not be sold to
other investors at the prices paid by the Enhanced Fund.  Mr.
Byrne notes that, at the very end of May 2007, BSAM caused the
Enhanced Fund to buy large portions, with a price totaling almost
$500,000,000, of the six riskiest classes of securities in a deal
that BSAM managed.

Accordingly, Barclays asks the District Court to award it with
punitive and compensatory damages in an amount to be determined
at trial.  Barclays also seek payment of pre-judgment interest at
the maximum rate allowable by law, and reimbursement of
attorneys' fees and expenses.

The Wall Street Journal related that Barclay's lawsuit comes
after months of failed settlement talks with BSAM.

Bear Stearns, in a statement obtained by The Financial Times,
said that Barclay's lawsuit is unjustified and without merit.

"While we do not like to see investors or counterparties lose
money, we believe this lawsuit is an attempt by Barclays to avoid
taking responsibility for its own actions," Reuters quoted a Bear
Stearns spokesman as saying.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Federal Regulators Probe Into Funds' Insiders
-----------------------------------------------------------
The U.S. Securities and Exchange Commission and the Attorney
General's office in the Eastern District of New York are looking
into an allegation that some Bear Stearns insiders associated
with the two Cayman Islands-based hedge funds that collapsed in
July 2007 may have been pulling their personal money out of the
investment vehicles in early 2007 when the subprime market was in
turmoil, The New York Times relates, citing BusinessWeek.

The Wall Street Journal subsequently reported that Ralph Cioffi,
a fund manager at Bear Stearns Asset Management, Inc., the
collapsed hedge fund's investment manager, transferred about
$2,000,000 of his $6,000,000 investment in the Cayman Islands
based hedge funds into another Bear-managed fund, the  Bear
Stearns Structured Risk Partners fund.

Cayman Islands-based Bear Stearns High-Grade Structured Credit
Strategies Master Fund, Ltd., and Bear Stearns High-Grade
Structured Credit Enhanced  Leverage Master Fund, Ltd., which
once controlled nearly $35,000,000,000 in collateralized debt
obligations related to the U.S. subprime mortgage market,
liquidated their assets in July after incurring a combined
$1,600,000,000 loss when the subprime market collapsed.

The Journal, citing people familiar with the probe, relates that
investigators have been reaching out to investors in the Funds,
seeking information about the comments the funds' managers made
during the spring with regard to the issue of redemptions, as
well as the funds' exposure to the subprime mortgage market.

The Journal further relates that in an investor conference call
in April, Mr. Cioffi and a fellow fund manager were telling
investors that the amount of money the investors were attempting
to withdraw was lower than the amount of new money coming in.

"The consistent theme was that the investor redemptions were a
lot less than the fresh investments," the Journal quotes Ross
Intelisano, a lawyer representing investors who have lost
approximately $80,000,000 when the Funds collapsed.

Scott Berman, an attorney who specializes in hedge fund
litigation, told BusinessWeek that not all insider redemptions
are improper, saying that, ". . . insiders could have economic
reasons for pulling money out of a fund, and often the offering
documents for a fund will give managers some latitute on the
issue of when they can withdraw their own money."

The issue of redemptions has been a point of frustration for
investors in the Funds, the Journal says.  Investors began
submitting redemption notices in February, when the first signs
of trouble began to emerge in the subprime housing market but
they were told that the earliest they could redeem their money
was at the end of June, the Journal says, citing the funds'
internal guidelines.

The June 30 redemption deadline, however, was too late for most
investors, as the Funds' managers began barring them from pulling
money out the funds in early June, the Journal relates.

Lawyers for the funds' top managers, Cioffi and Matthew Tannin,
either declined to comment on the investigation or did not return
phone calls seeking comment, the Journal says.  A Bear spokesman
also did not return a telephone call and an e-mail seeking
comment.

John Nestor, an SEC spokesman, says, "It's our policy to neither
confirm nor deny investigations," the Journal relates.  A
spokesman for the Eastern District of New York U.S. Attorney
Benton Campbell declined to comment.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BILLING SERVICES: Moody's Withdraws Ratings on $105 Mil. Loan
-------------------------------------------------------------
Moody's Investors Service withdrew the B1 rating on Billing
Services Group North America, Inc.'s proposed $15 million senior
secured revolver following a change in the nature and amount of
the company's refinancing.  On June 29, 2007, Moody's had assigned
a B1 first lien debt rating to the company's proposed $127.5
million credit facility, expected to be comprised of a $112.5
million term loan and a $15 million revolver.  The credit facility
executed on Dec. 19, 2007 contained a $112.5 million term loan
only.  Consequently, Moody's withdrew the rating on the proposed
revolver while affirming the B1 rating on the $112.5 million term
loan, the B1 Corporate Family Rating and the B1 Probability of
Default Rating.  Moody's also withdrew the ratings on the
company's former credit facility that was repaid as part of the
refinancing and completion of the sale of the European wireless
business to Syniverse Technologies, Inc.  The ratings outlook
remains stable.

Despite the reduction in external liquidity resulting from no
longer maintaining a revolver, Moody's affirmed BSG's B1 Corporate
Family Rating.  Liquidity is expected to be adequate post-
transaction.  Moody's expects the company to maintain a minimum
cash balance of $15 million and projects cash flow from operations
over the next four quarters to exceed capital expenditures,
dividends and required term loan amortization.

Moody's withdrew these ratings (assessments) of Billing Services
Group North America, Inc.:

  -- $15 million senior secured revolver due 2013, rated B1
     (LGD3, 45%)

  -- $94.5 million ($105 million original) first lien term loan
     due 2012, rated Ba3 (LGD 3, 39%)

  -- $15 million first lien revolver due 2011, rated Ba3 (LGD
     3, 39%)

  -- $40 million second lien term loan due 2013, rated B3 (LGD
     5, 89%)

Moody's withdrew these ratings (assessments) of BSG Clearing
Solutions GmbH:

  -- $105 million ($110 million original) first lien term loan
     due 2012, rated Ba3 (LGD 3, 39%)

  -- $15 million first lien revolver due 2011, rated Ba3 (LGD
     3, 39%)

Moody's affirmed these ratings (assessments) of Billing Services
Group North America, Inc.:

  -- $112.5 million senior secured term loan due 2014, rated B1
     (LGD 3, 44% - revised from 45%)

  -- Corporate Family Rating, rated B1

  -- Probability of Default Rating, rated B1

Billing Services Group North America, Inc. is a leading provider
of clearing, settlement, payment and financial risk management
solutions to communication service providers in the United States.
Headquartered in San Antonio, Texas, BSG's revenues for the twelve
months ended Sept. 30, 2007 were approximately $131 million.


BIOPURE CORP: Closing Bid Price Falls Below Nasdaq's Criteria
-------------------------------------------------------------
Biopure Corporation received notice from The Nasdaq Stock Market
that its closing bid price had fallen and remained below $1 for 30
consecutive business days.  As a result, Biopure is out of
compliance with Nasdaq's $1 minimum bid price requirement for
continued listing set forth in Marketplace Rule 4310(c)(4).  This
notification has no effect on the listing of the company's common
stock at this time.

The company, in accordance with Marketplace Rule 4310 (c)(8)(D),
has 180 calendar days or until June 11, 2008, to regain compliance
by having the bid price of its common stock close at $1.00 per
share or more for at least 10 consecutive business days.

If the company does not regain compliance by June 11, 2008, Nasdaq
will determine whether the company meets the initial listing
criteria stated in Marketplace Rule 4310 (c), except for the bid
price requirement.  If it meets the initial listing criteria,
Biopure expects to be granted an additional 180 calendar day
compliance period.

If Biopure does not demonstrate compliance within the compliance
period, it will be issued a delisting letter. According to the
letter, if Biopure is deemed not eligible for an additional
compliance period, Nasdaq will provide written notification that
the securities will be delisted.

                   About Biopure Corporation

Headquartered in Cambridge, Massachussetts, Biopure Corporation
(NasdaqCM: BPUR) -- http://www.biopure.com/--  develops,
manufactures and markets pharmaceuticals, called oxygen
therapeutics, that are intravenously administered to deliver
oxygen to the body's tissues.  The company is developing Hemopure
for a potential indication in cardiovascular ischemia, in addition
to supporting the U.S. Navy's government-funded efforts to develop
a potential out-of-hospital trauma indication.  Biopure's
veterinary product Oxyglobin(R) is indicated for the treatment of
anemia in dogs.

                      Going Concern Doubt

Ernst & Young, in Boston, Massachusetts, expressed substantial
doubt about Biopure Corp.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the years ended Oct. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring losses from operations and lack
of sufficient funds to sustain its operations through the end of
fiscal 2007.


BIO-RAD LABS: Earns $28 Million in Third Quarter Ended Sept. 30
---------------------------------------------------------------
Bio-Rad Laboratories Inc. reported net income of $28.0 million for
the third quarter ended Sept. 30, 2007, compared to net income of
$23.2 million reported for the same period in 2006.  Third-quarter
net income in 2006 benefited from a pre-tax investment gain of
$4.7 million.  Third-quarter gross margin was 55.4% compared to
54.7% in the third quarter last year.

Third-quarter revenues were $339.7 million in 2007, up 11.5%
compared to $304.8 million reported for the same period in 2006.
These results were driven by continued growth across product areas
in both the Life Science and Clinical Diagnostics segments.  On a
currency-neutral basis, revenues increased 8.0% compared to the
same period last year.

Year-to-date revenues grew by 7.6% to $1.0 billion compared to the
first three quarters in 2006.  Normalizing for the impact of
currency effects, growth was 3.8%.  Year-to-date net income for
2007 was $80.6 million compared to $86.6 million in the same
period last year.  Year-to-date results for the first three
quarters in 2006 was favorably impacted by one-time additional
revenue of $11.7 million resulting from a licensing settlement
agreement reached with bioMerieux as well as the aforementioned
pre-tax investment gain of $4.7 million.  Year-to-date gross
margin was 55.7% compared to 56.6% in the same period in 2006.

"We are pleased with the company's performance during the quarter
and encouraged by the success of new products," said Norman
Schwartz, Bio-Rad president and chief executive officer.  "As we
wrap up the year, we will continue to focus on our ongoing
businesses and work to integrate the recently acquired DiaMed into
Bio-Rad's organization."

In the beginning of the fourth quarter of 2007, Bio-Rad completed
the purchase of 77.7% of Switzerland-based DiaMed Holding AG for
approximately $409 million in cash.  DiaMed develops,
manufactures, and markets a complete line of reagents and
instruments used in blood typing and screening and has annual
sales of approximately $200 million.  DiaMed's results will be
included in the company's consolidated financial statements
beginning in the fourth quarter of 2007.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.71 billion in total assets, $766.1 million in total
liabilities, and $946.3 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?2693

                         About Bio-Rad

Based in Hercules, California, Bio-Rad Laboratories Inc. (AMEX:
BIO and BIOb) -- http://www.bio-rad.com/-- manufactures and
distributes a broad range of products for the life science
research and clinical diagnostics markets.  Founded in 1952, Bio-
Rad serves more than 85,000 research and industry customers
worldwide through its global network of operations.  The company
employs over 6,300 people globally and had revenues of nearly
$1.3 billion in 2006.

                          *     *     *

To date, Bio-Rad Laboratories Inc. still carries Moody's Investors
Service 'Ba2' long term corporate family rating and 'Ba3' senior
subordinated debt rating.  Outlook is stable.


BLACKBOARD INC: S&P Holds B+ Rating with Positive Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Washington, District of Columbia-based Blackboard Inc. to positive
from stable, following continued positive operating trends.  The
ratings on the company, including the 'B+' corporate credit
rating, were affirmed.

"The rating on Blackboard reflects the company's narrow business
profile, fragmented and competitive market place, and rapid
growth," said Standard & Poor's credit analyst Mr. David Tsui.
These factors partly are offset by a strengthening position in a
growing niche software market and a significant base of recurring
business.

Blackboard's target market primarily is the 6,400 North American
higher education institutions, and secondarily, K-12 institutions
and international educational institutions.  Blackboard has a
leading position in the niche course management software market.
While the company benefits from high renewal rates, and moderately
high switching costs, the market is highly fragmented, and entry
from resource-intensive competitors or open-source software could
be a risk.

Blackboard's operating profile is supported by a substantial base
of recurring revenues and by strong new license growth.
Approximately 72% of the company's revenues are from recurring
software licenses, hosting, and support contracts.  Blackboard had
renewal rates of 90% in recent years, despite a 4% increase in
annual license fees.  Revenue in the quarter ended September 2007
reached $62 million, a 22% increase over the prior year, driven by
good adoption of enterprise products and application service
provider hosting services to global academic institutions.


BULLITT ELDERCARE: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Bullitt Eldercare, L.L.C.
        520 Woodlake Drive
        Mt. Washington, KY 40047

Bankruptcy Case No.: 07-34610

Chapter 11 Petition Date: December 21, 2007

Court: Western District of Kentucky (Louisville)

Judge: Thomas H. Fulton

Debtor's Counsel: Henry K. Jarrett, III, Esq.
                  Suite 10 North, First Trust Centre
                  200 South Fifth Street
                  Louisville, KY 40202
                  Tel: 584-1374
                  Fax: 585-4009

Estimated Assets:        Less than $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
P.B.I. Bank, Inc.              $3,200,000
2500 Eastpoint Parkway
Louisville, KY 40223

Jim Floyd                      $232,000
103 Remington Drive
Bardstown, KY 40004

Leasing One Corp.              $120,896
P.O. Box 309
Frankfort, KY 40602

Woodlake Partners, L.L.C.      $69,543

Duplicator Sales               $1,673


CALPINE CORP: Issues Warrants as Part of Plan of Reorganization
---------------------------------------------------------------
As part of its Sixth Amended Joint Plan of Reorganization, Calpine
Corporation will issue warrants to purchase approximately 50
million shares of its new common stock, or about 10% of the common
stock to be issued pursuant to the plan, to holders of its
currently outstanding common stock.  Each warrant will represent
the right to purchase a single share of Calpine's new common
stock.  The exercise price per share has not yet been determined,
but it is expected to be based on a stipulated reorganized equity
value of $11.942 billion.  For illustrative purposes, assuming the
issuance of 500 million shares on the effective date, the exercise
price would be $23.88 per share.  The expiration date of the
warrants will be Aug. 25, 2008 or the date that is six months
after the effective date of the Plan, which ever is later.  No
fractional warrants will be issued and no cash in lieu of
fractional warrants will be distributed.  The warrants will be
transferable, but they will not be listed on any exchange.

The specific number of warrants to be issued, the exercise price
and expiration date have not yet been determined.  In addition,
the exercise price, when issued, is intended to be "out-of-the-
money," although the extent to which it is or is not "out-of-the-
money" will depend on the market price of the new Calpine common
stock, which can not be known at this time.  There can be no
assurance that the warrants will be "in-the-money" at any time
prior to their expiration date.

The currently outstanding shares of common stock will be cancelled
on the effective date of the Plan and will no longer represent an
interest in Calpine Corporation.

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  The hearing to consider
confirmation of that Plan began Dec. 17, 2007, and was adjourned
to Dec. 19, 2007.

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


CANTERN CORP: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Cantern Corp.
        1070 Horizon Ridge Parkway, Suite 100
        Henderson, NV 89012

Bankruptcy Case No.: 07-18630

Chapter 11 Petition Date: December 21, 2007

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtor's Counsel: Bonnie Jean Boyce, Esq.
                  Albright, Stoddard, Warnick & Albright
                  801 South Rancho Drive, Suite D-4
                  Las Vegas, NV 89106
                  Tel: (702) 384-7111

Total Assets: $16,000,155

Total Debts:   $9,793,898

Debtor's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Clark County Treasurer         real property         $24,584
P.O. Box 551220                taxes
500 S. Grand Central Parkway
Las Vegas, NV 89155-1220

Bracewell & Giuliani           legal fees            $20,000

Marcus Marsden                 legal fees            $18,000

Mark Holland                   legal fees            $13,625

Sheef & Stone                  legal fees            $13,000

Bank of Texas                  indenture trustee     $10,000
                               services

Michelene Bledsoe              unknown               $7,200

Julie Martinez                 assigned loan from    $5,000
                               Simms

Simms Financial                loan                  $5,000

Mortuary Financial             loan                  $5,000

Barack Ferrazzano, et al       legal fees            $4,933

Tim Raso                       director's fees       $4,800

Payne, Smith & Jones           accounting services   $3,057

Delaware Secretary of State    tax                   $2,311

Surety Bank                    office rent           $1,050

Cullen Turner                  clerical services     $680

Moseley & Moseley              legal fees            $526

Securities Transfer Co.        stock handling        $450
                               services


CARBIZ INC: Begins Buy Here-Pay Here Operations in Oklahoma
-----------------------------------------------------------
CarBiz Inc. has received a dealer license for the state of
Oklahoma.  CarBiz has begun full operations at four Oklahoma
locations in Tulsa, Midwest City, Muskogee, and Oklahoma City.

CarBiz has expanded its Buy Here - Pay Here business in the US
after an acquisition last month.  The deal included 26 dealerships
in seven Midwestern states including Illinois, Indiana, Nebraska,
Iowa, Kentucky, Oklahoma and Ohio.  The two remaining states to
receive a dealer license are Oklahoma and Nebraska.

Headquartered in Sarasota, Florida, CarBiz Inc. (OTC BB: CBZFF.OB)
-- http://www.carbiz.com/-- owns and operates a chain of "buy-
here pay-here" dealerships through its CarBiz Auto Credit
division.  The company is also a provider of software, training
and consulting solutions to the United States automotive industry.
CarBiz's suite of business solutions includes dealer software
products focused on the "buy-here pay-here," sub-prime finance and
automotive accounting markets.  Capitalizing on expertise
developed over 10 years of providing software and consulting
services to "buy-here pay-here" businesses across the United
States, CarBiz entered the market in 2004 with a location in
Palmetto, Florida.  CarBiz has added two more credit centers since
- in Tampa and St. Petersburg - and recently acquired a large
regional chain in the Midwest, bringing the total number of
dealerships to 26 in eight states.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Christopher, Smith, Leonard, Bristow & Stanell P.A., in Sarasota,
Florida, expressed substantial doubt about Carbiz Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Jan. 31,
2007, and 2006.  The auditing firm pointed to the company's
recurring losses from operations and net capital deficiency.


CARROLS CORP: Moody's Maintains B2 Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of Carrol's Corporation.  In addition, Moody's raised the rating
on the company's $180 million guaranteed senior subordinated notes
to B3 / 75% / LGD-5 from Caa1 / 79% / LGD-5.   The outlook is
stable.

The B2 corporate family rating reflects Carrol's relatively high
leverage, modest coverage, and marginal free cash flow generation.
The ratings are supported by Carrol's brand diversification, its
position as the largest Burger King franchisee, the improvement in
same store sales at its company owned Burger King restaurants, and
the continued trend of positive same store sales at Pollo Tropical
and Taco Cabana.   However, the ratings also recognize the recent
softness in same store sales at Taco Cabana.  The upgrade of the
company's senior subordinated rating to B3 from Caa1 reflects the
reduction in the amount of senior secured debt in the company's
overall liability structure.

Carrols Corporation owns, operates, and franchises quick service
and quick casual restaurant concepts, primarily in the United
States, specifically Burger King, Taco Cabana, and Pollo Tropical.
For the twelve months ended Sept. 30, 2007, the company reported
consolidated revenues of approximately $781 million and operating
income of about $55 million.   Carrol's is the largest franchisee
of Burger King restaurants in the U.S. domestic market with 325
units. Taco Cabana and Pollo Tropical are Hispanic concepts in the
fast casual segment of the restaurant industry.  As of Sept. 30,
2007, Carrol's owned 147 Taco Cabana restaurants and franchised 2,
in addition to owning 83 Pollo Tropical units and 27 franchised
units.  For the full year 2006, Burger King, Taco Cabana, and
Pollo Tropical, represented approximately 49%, 30% and 20% of
total revenues and 25%, 39% and 36% of operating income.


CENTEX 2002: Fitch Junks Two Classes of 2002-C Certificates
-----------------------------------------------------------
Fitch has taken rating action on these Centex 2002-C mortgage
pass-through certificates:

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class B-1 downgraded to 'CCC/DR1' from 'BB';
  -- Class B-2 downgraded to 'C/DR4' from 'B-/DR1'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $64.46
million in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $9.53 million in outstanding
certificates.

The pool factor (current collateral balance as a percentage of
original) is approximately 13%, and the transaction 63 months
seasoned.  The amount of loans in the 60+ delinquency buckets
(inclusive of Real Estate Owned, Foreclosure, and Bankruptcy) is
approximately 17.90%, and cumulative losses range are
approximately 4.27%.


CHIQUITA BRANDS: Discloses Rule 10b5-1 Stock Trading Plan
---------------------------------------------------------
Chiquita Brands International Inc. reported that one of its
executive officers has adopted a prearranged stock-trading plan
in accordance with guidelines specified by Rule 10b5-1 under the
Securities Exchange Act of 1934, as amended.

Rule 10b5-1 allows plans to be established that permit corporate
executives to prearrange sales of company securities at a time
when they are not aware of any material non-public information.
Such plans typically involve a plan to sell shares over a set
period of time.  These pre-arranged planned trades will be
executed at a specified later date, as set forth in the plan,
without further action or oversight by the executive officer.  A
plan can provide for sales of stock on a particular date or at a
particular price or a combination of both of these factors,
along with others.  The rules allow corporate executives to
diversify their investment portfolios and avoid concerns about
initializing stock transactions while possibly in possession of
material non-public information.

Manuel Rodriguez, senior vice president, government and
international affairs, and corporate responsibility officer, has
adopted a plan under Rule 10b5-1 which is in accordance with
company's stock ownership guidelines and provides for the sale
of portions of his holdings over time, as part of his financial
planning for the benefit of his family.  Shares sold pursuant to
the plan will be disclosed publicly through Form 144 filings and
Form 4 filings as required by the SEC.

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and distributes
fresh food products including bananas and nutritious blends of
green salads.  The company markets its products under the
Chiquita(R) and Fresh Express(R) premium brands and other related
trademarks.  Chiquita employs approximately 25,000 people
operating in more than 70 countries worldwide, including Belgium,
Columbia, Germany, Panama, Philippines, among others.

                          *     *     *

In May 2007, Moody's Investors Service Ratings affirmed these
ratings on Chiquita Brands International Inc.: corporate
family rating at B3; probability of default rating at B3;
$250 million 7.5% senior unsecured notes due 2014 at Caa2(LGD5,
89%); and $225 million 8.875% senior unsecured notes due 2015 at
Caa2 (LGD5, 89%).  Moody's changed the rating outlook for Chiquita
Brands to negative from stable.


CHRYSLER LLC: CEO Expresses Confidence in Operations and Finances
-----------------------------------------------------------------
"There have been several recent media reports that have painted an
inaccurate picture of Chrysler LLC's current financial position,
Robert Nardelli, Chrysler LLC's Chairman and CEO, said.
"Therefore, the management of Chrysler and our parent company,
Cerberus Capital Management, L.P., felt it imperative to correct
the record since such misinterpretations and misperceptions are
misleading and could leave the wrong impression in the minds of
investors and other interested parties.

"First and foremost, it is important to note that Chrysler is not
only meeting, but, in many cases, exceeding its financial targets
heading into 2008.

"Importantly, Chrysler has ample liquidity.  We are fully funded
with working capital to meet our present and future needs and
objectives.  We are doing what any other prudent company is doing
during this challenging economic environment.  We are trying to
instill a sense of urgency throughout the workforce, putting our
capital to work effectively and efficiently, streamlining
inventory, improving current products and developing new and
innovative vehicles.  Our dealer body is quite pleased that our
inventory of vehicles was down another 4% in November.

"In a 13-hour meeting this week with the Cerberus board of
directors, Cerberus praised and was highly complimentary of
Chrysler's progress to date and unanimously approved our 2008
plan.  We have a solid strategic direction to return the company
to long-term profitability.  We are on target and have the
unwavering support of Cerberus, as well as our other key partner,
Daimler AG.

"Cerberus met with its investors on Dec. 20, 2007, to share the
progress that has been made and to convey to these investors that
the company was meeting -- and in many cases -- exceeding its
targets.  The report was well received.

"Like many companies in today's uncertain economic environment,
Chrysler is moving aggressively to improve its business.  We
recognized in advance the increasingly competitive vehicle market
heading into 2008.  With that, we have been moving aggressively to
make our company leaner.  The steps we are taking include
previously announced volume-related reductions at several North
American assembly and powertrain plants and the elimination of
four products from our lineup, which is very customary in the auto
industry.

"However, we are very excited about the new products coming in
2008.  These include the legendary Dodge Ram pickup truck, the
Dodge Journey crossover, the relaunch of the historic Dodge
Challenger -- which has already generated 8,851 customer orders --
and two, all-new, large hybrid SUVs, the Chrysler Aspen and the
Dodge Durango, demonstrating our support for the environment and
more fuel-efficient vehicles.

"For our current vehicle line-up we have already approved more
than 260 line item improvements to enhance our products -- most
for the 2008 calendar year.

"The recently completed national labor agreement with the United
Auto Workers -- which includes the establishment of an independent
retiree health care trust -- provides a framework to improve the
long-term competitiveness of the company.

"Since August and the first day of the new company, the management
team has been working to improve Chrysler's working capital,
disposing of non-core (or non-earning) assets and reinvesting this
cash into product development, new technology and new innovations
for our customers."

Mr. Nardelli's statement can be attributed to Mark Neporent, Chief
Operating Officer and General Counsel of Cerberus Capital
Management L.P.:

"We remain extremely enthusiastic about our investment in
Chrysler.  Our underwriting assumed, and fully planned, that
Chrysler would incur losses in the near term. Under the leadership
of Bob Nardelli, Tom LaSorda and Jim Press, Chrysler is already on
track to exceed its multi-year restructuring and recovery plan on
virtually all key metrics.  We met with the management team this
week and fully endorse their strategic direction and their plan to
meet the challenges of the current environment.  We are confident
that Bob, Jim and Tom are taking the right steps to bring Chrysler
to profitability.  Our mutual resolve to restore Chrysler to its
leadership position as an iconic brand is unwavering."

                        About Chrysler LLC

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.


CINRAM INT'L: Weak Operation Prompts Moody's to Hold B1 Ratings
---------------------------------------------------------------
Moody's affirmed the B1 Corporate Family rating and B1 Senior
Secured debt rating of Cinram International Inc.  The rating
action follows the company's recent weaker than expected operating
results, which has caused Moody's to significantly reduce
expectations for Cinram's future profitability.  The rating has
nonetheless been affirmed as Moody's believes Cinram's decision to
eliminate all distribution payments to unit holders should enable
the company to generate meaningful levels of free cash flow and
maintain key credit metrics appropriate for its current rating.
The long term ratings reflect a B2 probability of default and loss
given default assessment of LGD 3, 30% for the senior secured
credit facility.  The outlook remains stable.

Ratings affirmed:

  -- Corporate family rating at B1;
  -- Probability of default rating at B2;
  -- Senior Secured Bank Credit Facility at B1 (LGD3, 30%);

The B1 corporate family rating primarily reflects Cinram's
significant business risks as an independent manufacturer and
distributor of DVD's to a few major movie studios, with which
Moody's believes its negotiating scope to be limited.  The rating
considers that Cinram has considerable exposure to pricing
pressures and declines in DVD/CD unit volumes with only a finite
ability to reduce costs.  The combination of these factors has
recently led to a significant deterioration in operating
performance.  Moody's believes a continuation of this trend is
likely through the next year as recent price reductions are fully
absorbed and growth in high definition DVD's remains modest.  The
rating however also recognizes that the company's market position
is strong, its relationships with the major movie studios are
established and contractual, and management is taking important
measures to diversify its risk exposure into new areas such as
logistics.  Furthermore, the rating considers Moody's expectation
that the company will be able to generate significant free cash
flow following the elimination of its distributions to unit
holders.  This is likely to provide Cinram with the ability to
reduce its leverage beginning in the latter part of 2008 even as
modest operating income pressures persist.  Finally, the rating
reflects the company's lack of a defined target capital structure
and corresponding uncertainty to what extent Cinram may apply its
meaningful levels of free cash flow towards permanent debt
reduction.

The outlook continues to be stable, as Moody's believes margin
pressures may remain ongoing through the next year, offset by the
company's ability to generate significant amounts of free cash
flow.

Cinram International Inc. is one of the world's largest
manufacturers and distributors of DVD's, with headquarters in
Toronto, Ontario, Canada.


CITIGROUP: Fitch Junks Rating on $3.8 Mil. Class B-7 Note
---------------------------------------------------------
Fitch Ratings has taken these rating actions on two Citigroup
transactions.  Affirmations total $619.2 million and downgrades
total $41.1 million.  In addition, $8.2 million was placed on
Rating Watch Negative.  Break Loss percentages and Loss Coverage
Ratios for each class are included with these rating actions:

                        Series 2005-CB4

  -- $120.6 million class A affirmed at 'AAA' (BL: 52.07, LCR:
     4.93);

  -- $15.9 million class M-1 affirmed at 'AA+' (BL: 44.36, LCR:
     4.20);

  -- $14.7 million class M-2 affirmed at 'AA' (BL: 37.56, LCR:
     3.56);

  -- $6.3 million class M-3 affirmed at 'AA' (BL: 34.62, LCR:
     3.28);

  -- $10.4 million class M-4 affirmed at 'AA-' (BL: 29.79, LCR:
     2.82);

  -- $7.3 million class M-5 affirmed at 'A+' (BL: 26.38, LCR:
     2.50);

  -- $5.8 million class M-6 affirmed at 'A' (BL: 23.61, LCR:
     2.24);

  -- $7.3 million class B-1 affirmed at 'A-' (BL: 20.06, LCR:
     1.90);

  -- $5.5 million class B-2 affirmed at 'BBB+' (BL: 14.87, LCR:
     1.41);

  -- $5.5 million class B-3 affirmed at 'BBB' (BL: 13.33, LCR:
     1.26);

  -- $4.5 million class B-4 affirmed at 'BBB-' (BL: 12.06, LCR:
     1.14);

  -- $5 million class B-5 downgraded to 'BB' from 'BB+' (BL
     10.31, LCR: 0.98);

  -- $5 million class B-6 downgraded to 'B' from 'BB+' (BL:
     8.69, LCR: 0.82);

  -- $3.8 million class B-7 downgraded to 'C/DR4' from 'BB'.

                        Deal Summary

  -- Originators: G1: Wilmington Finance Inc. 35.59%, Lime
                      Financial 27.86%
                  G2: New Century 53.26%, Wilmington Finance
                      27.00%

  -- 60+ day Delinquency: 14.48%;

  -- Realized Losses to date (% of Original Balance): 0.95%;

  -- Expected Remaining Losses (% of Current Balance): 10.55%;

  -- Cumulative Expected Losses (% of Original Balance): 5.65%.

                       Series 2005-CB8

  -- $291.7 million class A affirmed at 'AAA' (BL: 44.32, LCR:
     3.67);

  -- $24.6 million class M-1 affirmed at 'AA+' (BL: 38.62, LCR:
     3.2);

  -- $24.2 million class M-2 affirmed at 'AA+' (BL: 33.38, LCR:
     2.77);

  -- $17.2 million class M-3 affirmed at 'AA' (BL: 29.63, LCR:
     2.46);

  -- $12.7 million class M-4 affirmed at 'AA-' (BL: 26.84, LCR:
     2.22);

  -- $12.3 million class M-5 affirmed at 'A+' (BL: 24.14, LCR:
     2.00);

  -- $10.6 million class M-6 affirmed at 'A+' (BL: 21.72, LCR:
     1.8);

  -- $11.9 million class B-1 affirmed at 'A' (BL: 18.89, LCR:
     1.57);

  -- $9 million class B-2 affirmed at 'A-' (BL: 16.84, LCR:
     1.40);

  -- $8.6 million class B-3 downgraded to 'BBB' from 'BBB+'
     (BL: 15.14, LCR: 1.25);

  -- $10.2 million class B-4 downgraded to 'BBB-' from 'BBB'
     (BL: 13.45, LCR: 1.11);

  -- $8.2 million class B-5 downgraded to 'BB' from 'BBB-' (BL:
     11.08, LCR: 0.92), placed on Rating Watch Negative.

                        Deal Summary

  -- Originators: New Century (40.83%), Ameriquest (24.01%);
  -- 60+ day Delinquency: 14.51%;
  -- Realized Losses to date (% of Original Balance): 0.88%;
  -- Expected Remaining Losses (% of Current Balance): 12.07%;
  -- Cumulative Expected Losses (% of Original Balance): 7.72%.


CITIGROUP MORTGAGE: Fitch Junks Ratings on Four Certificates
------------------------------------------------------------
Fitch Ratings has taken these rating actions on three Citigroup
Mortgage Loan Trust, Inc. mortgage pass-through certificate
transactions.  Affirmations total $927.3 million and downgrades
total $185.8 million.  Break Loss percentages and Loss Coverage
Ratios for each class are included with these rating actions:

                         Series 2005-HE3

  -- $249.3 million class A affirmed at 'AAA' (BL: 63.04, LCR:
     2.88);

  -- $55.6 million class M-1 affirmed at 'AA+' (BL: 53.02, LCR:
     2.42);

  -- $51.9 million class M-2 affirmed at 'AA' (BL: 44.63, LCR:
     2.04);

  -- $34.8 million class M-3 affirmed at 'AA' (BL: 38.80, LCR:
     1.77);

  -- $25.2 million class M-4 affirmed at 'AA-' (BL: 34.55, LCR:
     1.58);

  -- $24.4 million class M-5 downgraded to 'BBB+' from 'A+'
     (BL: 30.41, LCR: 1.39);

  -- $22.2 million class M-6 downgraded to 'BBB' from 'A' (BL:
     26.58, LCR: 1.21);

  -- $22.2 million class M-7 downgraded to 'BB' from 'A-' (BL:
     22.63, LCR: 1.03);

  -- $17.8 million class M-8 downgraded to 'B' from 'BBB+' (BL:
     19.45, LCR: 0.89);

  -- $14.1 million class M-9 downgraded to 'B' from 'BBB' (BL:
     16.83, LCR: 0.77);

  -- $14.1 million class M-10 downgraded to 'C/DR5' from
    'BBB-';

  -- $12.6 million class M-11 downgraded to 'C/DR5' from 'BB+';

  -- $20.0 million class M-12 downgraded to 'C/DR5' from 'BB'.

                           Deal Summary

  -- Originators: Various;
  -- 60+ day Delinquency: 32.07%;
  -- Realized Losses to date (% of Original Balance): 1.64%;
  -- Expected Remaining Losses (% of Current Balance): 21.92%;
  -- Cumulative Expected Losses (% of Original Balance):
     10.23%.

                         Series 2005-OPT3

  -- $63.1 million class A affirmed at 'AAA' (BL: 81.71, LCR:
     6.25);

  -- $41.2 million class M-1 affirmed at 'AA+' (BL: 66.44, LCR:
     5.08);

  -- $29.6 million class M-2 affirmed at 'AA' (BL: 55.40, LCR:
     4.24);

  -- $17.6 million class M-3 affirmed at 'AA' (BL: 48.80, LCR:
     3.73);

  -- $16.6 million class M-4 affirmed at 'A+' (BL: 42.53, LCR:
     3.25);

  -- $15.3 million class M-5 affirmed at 'A' (BL: 36.46, LCR:
     2.79);

  -- $13.9 million class M-6 affirmed at 'A' (BL: 31.27, LCR:
     2.39);

  -- $12.9 million class M-7 affirmed at 'A-' (BL: 26.31, LCR:
     2.01);

  -- $11.1 million class M-8 affirmed at 'BBB+' (BL: 22.16,
     LCR: 1.70);

  -- $7.4 million class M-9 affirmed at 'BBB' (BL: 19.42, LCR:
     1.49);

  -- $6.0 million class M-10 downgraded to 'BB' from 'BBB-'
     (BL: 12.84, LCR: 0.98);

  -- $9.2 million class M-11 downgraded to 'C/DR4' from 'BB+'.

                         Deal Summary

  -- Originators: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 28.61%;
  -- Realized Losses to date (% of Original Balance): 0.49%;
  -- Expected Remaining Losses (% of Current Balance): 13.07%;
  -- Cumulative Expected Losses (% of Original Balance): 4.28%.

                       Series 2005-OPT4

  -- $103.1 million class A affirmed at 'AAA' (BL: 73.47, LCR:
     5.86);

  -- $34.9 million class M-1 affirmed at 'AA+' (BL: 62.42, LCR:
     4.98);

  -- $31.1 million class M-2 affirmed at 'AA+' (BL: 52.52, LCR:
     4.19);

  -- $18.4 million class M-3 affirmed at 'AA' (BL: 46.60, LCR:
     3.72);

  -- $16.5 million class M-4 affirmed at 'AA-' (BL: 41.26, LCR:
     3.29);

  -- $14.5 million class M-5 affirmed at 'A+' (BL: 35.99, LCR:
     2.87);

  -- $14.5 million class M-6 affirmed at 'A' (BL: 31.37, LCR:
     2.50);

  -- $12.1 million class M-7 affirmed at 'A-' (BL: 27.28, LCR:
     2.18);

  -- $10.6 million class M-8 affirmed at 'BBB+' (BL: 23.68,
     LCR: 1.89);

  -- $7.7 million class M-9 affirmed at 'BBB' (BL: 21.02, LCR:
     1.68);

  -- $7.2 million class M-10 affirmed at 'BBB' (BL: 18.55, LCR:
     1.48);

  -- $9.7 million class M-11 affirmed at 'BBB-' (BL: 15.34,
     LCR: 1.22);

  -- $13.1 million class M-12 downgraded to 'B' from 'BB+' (BL:
     11.12, LCR: 0.89);

  -- $9.7 million class M-13 downgraded to 'C/DR5' from 'BB'
     and removed from Rating Watch Negative.

                          Deal Summary

  -- Originators: 100% Option One Mortgage Corp.;
  -- 60+ day Delinquency: 27.32%;
  -- Realized Losses to date (% of Original Balance): 0.69%;
  -- Expected Remaining Losses (% of Current Balance): 12.53%;
  -- Cumulative Expected Losses (% of Original Balance): 4.76%.


CLAYMONT STEEL: Buyer Evraz Group Launches Cash Tender Offer
------------------------------------------------------------
Evraz Group S.A., through its wholly owned subsidiary Titan
Acquisition Sub Inc., is commencing a cash tender offer to
purchase all outstanding shares of common stock of Claymont Steel
Holdings Inc.

The tender offer is being made pursuant to a definitive agreement
among Evraz, Titan Acquisition Sub, Inc. and Claymont Steel dated
Dec. 9, 2007.  Upon the successful closing of the tender offer,
Claymont Steel stockholders will receive $23.50 in cash for each
share of Claymont Steel common stock tendered in the offer, less
any applicable stock transfer taxes and withholding taxes.
Following the purchase of shares in the tender offer, Claymont
Steel will become a subsidiary of Evraz.

Evraz will file with the Securities and Exchange Commission a
tender offer statement on Schedule TO setting forth in detail the
terms of the tender offer.  Claymont Steel will file with the
Commission a solicitation/recommendation statement on Schedule
14D-9 setting forth in detail, among other things, the
recommendation of Claymont Steel's board of directors that
Claymont Steel stockholders accept the tender offer and tender
their shares in the tender offer.

Claymont Steel's board of directors has unanimously concluded that
the merger agreement and the transactions contemplated thereby
(including the tender offer and the merger) are advisable and are
fair to and in the best interests of Claymont Steel and Claymont
Steel's stockholders.

The tender offer will expire at 12:00 midnight on Jan. 16, 2008,
unless extended in accordance with the merger agreement and the
applicable rules and regulations of the Securities and Exchange
Commission.  The offer will be subject to customary conditions,
including anti-trust clearance and the acquisition by Evraz of a
majority of Claymont Steel's shares on a fully diluted basis.

ABN AMRO Incorporated is acting as exclusive financial advisor to
Evraz and will be the dealer-manager for the tender offer.
Jefferies & Company, Inc. is acting as lead financial advisor to
Claymont Steel in the transaction, and both Jefferies & Company,
Inc. and Western Reserve Partners LLC delivered fairness opinions
to Claymont Steel's board of directors.  Cleary Gottlieb Steen &
Hamilton LLP is acting as legal counsel to Evraz, and Morgan,
Lewis & Bockius LLP is acting as legal counsel to Claymont Steel.

                          About Evraz

Headquartered in Luxembourg, Evraz Group S.A. (LSE:EVR) --
http://www.evraz.com/-- manufactures and distributes steel and
related products.  In addition, the Company owns and operates
certain mining assets.  Its steel production and mining
facilities are mainly located in the Russian Federation.  It
operates three steel mills in Russia, one mill in the Sverdlovsk
region and two mills in the Kemerovo region.

                      About Claymont Steel

Headquartered in Claymont, Delaware, Claymont Steel Inc. --
http://www.claymontsteel.com/-- fka CitiSteel USA Inc., mills
carbon steel plate.  It services all major plate markets including
service centers, bridge fabricators, railcar manufacturers, heavy
construction machinery and material handling equipment, mining
equipment, storage tanks, pressure vessel, and shipbuilding.  It
produces somewhere near 400,000 tons per year.  The company sells
its products to clients in Canada and the US.  Previously a
subsidiary of CITIC Group, Claymont Steel (as CitiSteel USA) was
acquired by H.I.G. Capital, a private equity and venture capital
investment firm in 2005.  H.I.G. formed Claymont Steel Holdings in
2006 with the intent to take the company public.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Moody's Investors Service placed all of its ratings, including its
'B' corporate credit rating, on Claymont Steel Inc. on CreditWatch
with positive implications following the announcement that
Evraz Group S.A., through its wholly owned subsidiary Titan
Acquisition Sub, Inc., has entered into a definitive agreement
under which Evraz will acquire Claymont Steel for $23.50 per
share, for an aggregate purchase price of approximately
$565 million, including debt.  If Claymont's debt is retired as a
result of the transaction, its ratings will be withdrawn.


COFFEYVILLE RESOURCES: S&P Upgrades Rating to B from CCC+
---------------------------------------------------------
Standard & Poor's Ratings Services upgraded Kansas-based refiner
Coffeyville Resources LLC to 'B' from 'CCC+'.

At the same time, Standard & Poor's revised the senior secured
credit facilities ratings to 'BB-' (two notches above the
corporate credit rating) from 'B-' and recovery ratings to '1'
from '2', indicating its expectation for a full recovery of
principal in a payment default.  In addition, Standard & Poor's
removed the ratings from CreditWatch with positive implications.
The outlook is stable.

The upgrade follows about four months of stable operations at the
refinery after the effects of the June 2007 flood, as well as
significant debt paydown with proceeds of the October 2007 IPO.


CONSECO INC: Unit Recaptures $50 Mil. of Life Insurance Premium
---------------------------------------------------------------
Conseco Inc. received all required regulatory approvals and has
completed the transaction under which its Colonial Penn Life
Insurance Company subsidiary recaptured a block of approximately
$50 million of traditional life insurance premium in force that
had been ceded in 2002 to Reassure America Life Insurance Company,
an affiliate of Swiss Reinsurance Company.

In the transaction, which has an effective date of Oct. 1, 2007,
Colonial Penn paid REALIC a recapture fee of $63 million. Colonial
Penn recaptured 100% of the liability for the future benefits
ceded, and will recognize profits from the block as they emerge
over time.  Colonial Penn already administers the policies that
were recaptured.

Conseco said it expects the transaction to be accretive to
earnings and return-on-equity.  It said that the transaction is
part of the company's commitment to invest in the growth of
Conseco's higher-return core businesses and distribution channels.

                      About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The company became the successor to Conseco Inc. (Old Conseco), in
connection with its bankruptcy reorganization.  CNO focuses on
serving the senior and middle-income markets.  The company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.  CNO
operates through its segments, which includes Bankers Life,
Conseco Insurance Group, Colonial Penn, other business in run-off
and corporate operations.

                          *     *     *

Moody's Investors Service placed Conseco Inc.'s bank loan debt
rating at 'Ba3' and its senior unsecured debt rating at 'B1' in
March 2006.  The ratings still hold to date with a negative
outlook.


CONSTELLATION COPPER: Delays Filing of Third Quarter Financials
---------------------------------------------------------------
Constellation Copper Corporation would not be filing its third
quarter unaudited financial statements by the required filing date
under applicable Canadian securities laws.  The company also
provided an update in accordance with CSA Staff Notice 57-301
Failing to File Financial Statements on Time - Management Cease
Trade Orders.

In accordance with Appendix B of CSA Policy 57-301:

   1. The company advises that, other than as disclosed in the
      press statement dated Dec. 19, 2007, there is no material
      change in the information contained in the Notice of
      Default dated Nov. 9, 2007, and the Default Status
      Reports dated Nov. 23, 2007 and Dec. 7, 2007.

   2. The company expects to file its interim financial
      statements for its third quarter ended Sept. 30, 2007 and
      Management Discussion & Analysis related thereto on or
      before Jan. 14, 2008, as originally contemplated.

   3. The company advises that there are no other financial
      statements that are not expected to be filed within the
      time period set out by the security regulatory
      authorities.

   4. The company advises that there is no other material
      information concerning the affairs of the company that
      has not been disclosed.

   5. The company intends to satisfy the provisions of CSA 57-
      301 Appendix B Default Status Reports on a bi-weekly
      basis long as it remains in default of the financial
      statement filing requirement.

                   About Constellation Copper

Constellation Copper Corporation (CCU: TSX) --
http://www.constellationcopper.com/-- evaluates and develops
mineral properties in the United States and Mexico.  The company
holds its properties primarily through three of its wholly owned
subsidiaries, Lisbon Valley Mining Co. LLC, Minera Terrazas S.A.
de C.V. and San Javier del Cobre S.A. de C.V. LVMC operates the
Lisbon Valley copper mine, which comprises three main deposits:
Sentinel, Centennial and GTO, plus the Cashin satellite deposit,
with reserves and resources totalling +50 million tons and grading
an average 0.48% copper.  Minera Terrazas holds the company's
interest in the Terrazas zinc-copper project located in north-
central Mexico.  The property has a total resource of 90 million
tonnes grading 1.37% zinc and 0.32% copper in two adjacent
deposits.  San Javier del Cobre S.A. de C.V. holds the company's
interest in the San Javier copper property located in northwestern
Mexico.


CONTINENTAL AIRLINES: Fitch Holds Low-B Ratings on Five Certs.
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on these enhanced
equipment trust certificate transactions backed by payments from
Continental Airlines:

          Continental Airlines, FEATS Series 2000

  -- Class A downgraded to 'BBB+' from 'A-';
  -- Class B affirmed at 'B+'.

     Aircraft Indebtedness Repackaging (AIR) Trust 1998-1

  -- Class A affirmed at 'BB';
  -- Class B affirmed at 'B'.

     Aircraft Indebtedness Repackaging (AIR) Trust 1998-2

  -- Class A affirmed at 'BB';
  -- Class B affirmed at 'B'.

EETCs are hybrid corporate-structured debt obligations in which
payments on the notes are effectively supported by the underlying
corporate entity, while structured elements of the transaction
provide protection to investors in the event of issuer default.
As such, Fitch's ratings on EETC transactions begin with the
underlying Issuer Default Rating of the issuing entity and are
adjusted upward depending on the structural enhancements in place.

As of Dec. 14, 2007, Fitch affirmed Continental Airlines' 'B-' IDR
with a Stable Outlook.  The downgrade on the FEATS series 2000
class A tranche reflects Fitch's concern surrounding the value of
certain collateral supporting that transaction, specifically the
767-224ER aircraft.  As value deterioration on those aircraft is
expected to outpace class A amortization in the coming years,
class A leverage may increase moderately.


CORRECTIONS CORP: Secures New $450 Mil. Revolving Debt Facility
---------------------------------------------------------------
Corrections Corporation of America has entered into a new
$450 million senior secured revolving credit facility, arranged by
Banc of America Securities LLC and Wachovia Capital Markets LLC.

Bank of America, N.A. will serve as administrative agent under the
New Revolving Credit Facility.  The New Revolving Credit Facility
replaces CCA's previous $250 million senior secured revolving
credit facility.

The New Revolving Credit Facility will be utilized to fund
development projects in anticipation of increasing demand by
existing and potential new customers, well as for working capital,
capital expenditures and general corporate purposes.

The New Revolving Credit Facility will have an aggregate principal
capacity of $450 million, including up to
$100 million for letters of credit, and matures in December 2012.

Terms of the New Revolving Credit Facility are substantially
similar to those of the previous facility.  At CCA's option,
interest on outstanding borrowings will be based on either a base
rate plus a margin ranging from 0.00% to 0.50% or a London
Interbank Offered Rate plus a margin ranging from 0.75% to 1.50%.

The applicable margins are subject to adjustments based on CCA's
leverage ratio.  Based on CCA's current leverage ratio, loans
under the New Revolving Credit Facility would currently bear
interest at the base rate plus a margin of 0.00% or at LIBOR plus
a margin of 0.75%.  CCA has no outstanding borrowings under the
New Revolving Credit Facility, however the company has $34.9
million in letters of credit outstanding.

"We are pleased to disclose the completion of our new credit
facility in the current market environment, which reflects the
strength of our corporate credit, well as our ability to cultivate
strong banking relationships," Todd Mullenger, executive vice
president and chief financial officer, commented.  "This increased
capacity combined with future cash generated from operations will
provide us the liquidity and flexibility to meet future bed
capacity demand from our customers and for other general corporate
purposes."

           About Corrections Corporation of America

Based in Nashville, Tennesee, Corrections Corporation of America
(NYSE: CXW)-- http://www.correctionscorp.com/-- is the owner and
operator of privatized correctional and detention facilities.  The
company is a prison operator in the United States, behind the
federal government and three states.  The company operates 65
facilities, including 41 company-owned facilities, with a total
design capacity of approximately 76,000 beds in 19 states and the
District of Columbia.  The company specializes in owning,
operating and managing prisons and other correctional facilities
and providing inmate residential and prisoner transportation
services for governmental agencies.

                          *     *     *

Corrections Corp. of America carries Standard & Poor's Ratings
Services' BB senior unsecured debt ratings with a stable outlook.


CREDIT-BASED ASSET: Fitch Cuts Ratings on Certs. Totaling $44MM
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these 3 Credit-Based
Asset Servicing & Securitization transactions.  Affirmations total
$587.7 million and downgrades total $44 million.  In addition,
$4.9 million was placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions:

                        Series 2005-CB5

  -- $129.8 million class A affirmed at 'AAA' (BL: 46.12, LCR:
     3.73);

  -- $13.1 million class M-1 affirmed at 'AA+' (BL: 39.61, LCR:
     3.21);

  -- $12 million class M-2 affirmed at 'AA' (BL: 33.78, LCR:
     2.73);

  -- $8.1 million class M-3 affirmed at 'AA-' (BL: 29.83, LCR:
     2.41);

  -- $6 million class M-4 affirmed at 'A+' (BL: 26.90, LCR:
     2.18);

  -- $6.2 million class M-5 affirmed at 'A' (BL: 23.87, LCR:
     1.93);

  -- $5.6 million class M-6 affirmed at 'A-' (BL: 21.12, LCR:
     1.71);

  -- $5.6 million class B-1 affirmed at 'BBB+' (BL: 18.31, LCR:
     1.48);

  -- $3.8 million class B-2 affirmed at 'BBB+' (BL: 16.41, LCR:
     1.33);

  -- $3.6 million class B-3 downgraded to 'BBB-' from 'BBB'
     (BL: 14.74, LCR: 1.19);

  -- $4 million class B-4 downgraded to 'BB' from 'BBB-' (BL:
     11.80, LCR: 0.95);

  -- $4.3 million class B-5 downgraded to 'B' from 'BB+' (BL:
     10.77, LCR: 0.87).

                         Deal Summary

  -- Originators: G1: First NLC Financial Services 64.18%,
                      Wilmington Finance Inc. 16.73%;

                  G2: NC Capital Corporation 48.92%, Wilmington
                      Finance 27.96%, First NLC 15.07%;

  -- 60+ day Delinquency: 16.65%;

  -- Realized Losses to date (% of Original Balance): 0.96%;

  -- Expected Remaining Losses (% of Current Balance): 12.36%;

  -- Cumulative Expected Losses (% of Original Balance): 7.06%.

                        Series 2005-CB6

  -- $132.3 million class A affirmed at 'AAA' (BL: 55.57, LCR:
     3.45);

  -- $15.9 million class M-1 affirmed at 'AA+' (BL: 47.72, LCR:
     2.96);

  -- $15.9 million class M-2 affirmed at 'AA+' (BL: 41.10, LCR:
     2.55);

  -- $11.2 million class M-3 affirmed at 'AA+' (BL: 36.37, LCR:
     2.26);

  -- $8.4 million class M-4 affirmed at 'AA' (BL: 32.79, LCR:
     2.04);

  -- $8.2 million class M-5 affirmed at 'AA-' (BL: 29.32, LCR:
     1.82);

  -- $6.9 million class M-6 affirmed at 'A+' (BL: 26.33, LCR:
     1.64);

  -- $7.9 million class B-1 downgraded to 'A-' from 'A' (BL:
     22.83, LCR: 1.42);

  -- $5.7 million class B-2 downgraded to 'BBB' from 'A-' (BL:
     20.36, LCR: 1.26);

  -- $5.7 million class B-3 downgraded to 'BBB-' from 'BBB+'
     (BL: 17.97, LCR: 1.12);

  -- $7.2 million class B-4 downgraded to 'BB' from 'BBB' (BL:
     15.37, LCR: 0.95);

  -- $5.2 million class B-5 downgraded to 'B' from 'BBB-' (BL:
     13.66, LCR: 0.85).

                         Deal Summary

  --O riginators: Wilmington Finance Inc. (22.15%), First NLC
    (19.45%), Lime Financial Services (19.13%), Millennium
    Funding (15.24%);

  -- 60+ day Delinquency: 23.17%;

  -- Realized Losses to date (% of Original Balance): 1.30%;

  -- Expected Remaining Losses (% of Current Balance): 16.10%;

  -- Cumulative Expected Losses (% of Original Balance): 9.08%.

                        Series 2005-CB7

  -- $114.7 million class A affirmed at 'AAA' (BL: 58.27, LCR:
     4.26);

  -- $14.1 million class M-1 affirmed at 'AA+' (BL: 50.17, LCR:
     3.66);

  -- $14.1 million class M-2 affirmed at 'AA+' (BL: 44.10, LCR:
     3.22);

  -- $9.7 million class M-3 affirmed at 'AA+' (BL: 39.49, LCR:
     2.88);

  -- $7.6 million class M-4 affirmed at 'AA' (BL: 35.89, LCR:
     2.62);

  -- $7.6 million class M-5 affirmed at 'AA-' (BL: 32.30, LCR:
     2.36);

  -- $6.3 million class M-6 affirmed at 'A+' (BL: 29.29, LCR:
     2.14);

  -- $6.7 million class B-1 affirmed at 'A' (BL: 26.00, LCR:
     1.90);

  -- $5.4 million class B-2 affirmed at 'A-' (BL: 23.39, LCR:
     1.71);

  -- $4.9 million class B-3 affirmed at 'BBB+' (BL: 21.15, LCR:
     1.54);

  -- $6.3 million class B-4 affirmed at 'BBB' (BL: 18.75, LCR:
     1.37);

  -- $4.9 million class B-5 rated 'BBB-' (BL: 16.97, LCR:
     1.24), placed on Rating Watch Negative.

                         Deal Summary

  -- Originators: Wilmington Finance Inc. (31.4%), First NLC
     (18.15%), Lime Financial Services (15.44%);

  -- 60+ day Delinquency: 17.27%;

  -- Realized Losses to date (% of Original Balance): 1.29%;

  -- Expected Remaining Losses (% of Current Balance): 13.69%;

  -- Cumulative Expected Losses (% of Original Balance): 8.03%.


CREDIT SUISSE: Fitch Puts B+ Rating on $29.3 Mil. Class H Cert.
---------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston Mortgage
Securities Corp. commercial mortgage pass-through certificates,
series 1997-C2:

  -- $183.9 million class A-3 at 'AAA';
  -- Interest-only class A-X at 'AAA';
  -- $95.3 million class B at 'AAA';
  -- $80.6 million class C at 'AAA';
  -- $95.3 million class D at 'AAA'.
  -- $73.3 million class F at 'AA+';
  -- $14.7 million class G at "A+';
  -- $29.3 million class H at 'B+'.

$14.7 million class I remains at 'CCC/DR2'.  Fitch does not rate
the $25.7 million class E or the $1.4 million class J
certificates.  Classes A-1, A-2, A-3, and B have paid in full.

Although credit enhancement has increased since Fitch's last
review, four loans (9.2%) have been identified as Fitch loans of
concern, including specially serviced loans and loans with
declining performance.  As of the December 2007 distribution date,
the pool's aggregate balance has been reduced 82.3%, to $259.7
million from $1.47 billion at issuance.  There are 49 non-defeased
loans remaining in the pool, down from the original 185 loans.

Currently, four loans (8.6%) are in special servicing.  The
largest specially serviced loan (4.7%) is secured by a 224,888-
square foot industrial property in Belmont, California.  The loan
was transferred to the special servicer as a result of a receiver
being appointed over the Borrower and collateral property due to a
conflict between the owners.  The special servicer is working with
the borrower to resolve the issue.

The second largest specially serviced loan (1.5%) is secured by
three motels, two of which are located in Kentucky and one in
Corapolis, Pennsylvania.  The loan is over 30 days delinquent.
The special servicer is negotiating a workout strategy with the
borrower.

Two loans (2.3%) are specially serviced due to the bankruptcy of
Bally's Inc. Bally's reorganization plan was confirmed on Oct. 1,
2007 and the loans are expected to return to the master servicer.

Of the 49 remaining non-defeased loans in the pool, 13 of them
(80.8%) have ARD dates ranging from 2007 to 2015.  As of the
November 2007 remittance, 5 loans (7.7%) have run past their
anticipated repayment date.  The master servicer has indicated
that these loans are working to refinance in early 2008.


CRYSTAL COVE: Moody's Puts Ba2 Rating on $20.3M Notes Under Review
------------------------------------------------------------------
Moody's Investors Service placed these notes issued by Crystal
Cove CDO, Ltd. on review for possible downgrade:

* Class Description: $70,000,000 Class A-2 Second
Priority Senior Secured Floating Rate Notes Due 2039

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

* Class Description: $39,700,000 Class B Third Priority
Senior Secured Floating Rate Notes Due 2039

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

* Class Description: $19,500,000 Class C-1 Mezzanine
Secured Deferrable Floating Rate Notes Due 2039

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

* Class Description: $1,500,000 Class C-2 Mezzanine
Secured Deferrable Fixed Rate Notes Due 2039

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

* Class Description: $4,000,000 Class C-1 Combination
Securities Due 2039

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

* Class Description: $20,300,000 Preference Shares

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

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


CUMMINS INC: Urges Shareholders to Reject Mini-Tender Offer
-----------------------------------------------------------
Cummins Inc. has been notified of an unsolicited mini-tender
offer by TRC Capital Corp. of Toronto for TRC to purchase up to
1,000,000 shares of Cummins' stock at a price of $115 per share in
cash.

This represents a 2.7% discount below Cummins' closing price on
Dec. 11, the day prior to the date of the offer, and a 6% discount
below Cummins' closing price on Dec. 14, 2007.  Cummins is in no
way associated with TRC, this mini-tender offer or the offer
documentation.

Cummins does not endorse TRC's unsolicited mini-tender offer and
recommends that stockholders not tender their shares in response
to this offer.

CMI urges investors to obtain current market quotes on Cummins'
stock, consult with their financial advisors and exercise
caution in examining the mini-tender offer, which represents
less than 1% of the Cummins' shares outstanding.

Shareholders should be aware that this mini-tender offer is
highly conditional.  The conditions allow TRC to change the
terms of its offer -- such as the price offered per share -- in
the event of various occurrences, including a stock split.  As a
reminder, CMI announced a two-for-one stock split, effective
Jan. 2, 2008, for shareholders of record on Dec. 21, 2007.

The U.S. Securities and Exchange Commission has issued an
investor alert regarding mini-tender offers, noting that some
bidders make such offers at below market prices hoping they will
catch investors off guard if the investors do not compare the
offer price to the current market price.  The SEC advises that
mini-tender offers -- those offers made for less than 5 percent
of a company's stock -- typically do not provide the same
disclosure and procedural protections that larger, traditional
tender offers provide.  The SEC's mini-tender offer tips may be
found at http://www.sec.gov/investor/pubs/minitend.htm

Cummins' shareholders who have already tendered are advised that
they may withdraw their shares by providing the written notice
described in the TRC Capital offering documents prior to the
expiration of the offer currently scheduled for 12:01 a.m. (EST)
on Jan. 11, 2008.

                          About Cummins

Headquartered in Columbus, Indiana, Cummins Inc. (NYSE: CMI)
-- http://www.cummins.com/-- designs, manufactures, distributes
and services engines and related technologies, including fuel
systems, controls, air handling, filtration, emission solutions
and electrical power generation systems.

Cummins has Latin-American operations, particularly in
Venezuela, Brazil, Peru, Colombia, and Argentina.  Its
operations in the Asia-Pacific are found in China, Japan and
Korea.  Its also has facilities in Europe, particularly in the
United Kingdom.

                         *     *     *

Cummins' Junior Convertible Subordinated Debentures carry
Fitch's 'BB' rating with a stable outlook.

Moody's Investors Service raised Cummins' convertible preferred
stock rating to Ba1 from Ba2 and withdrew the company's SGL-1
Speculative Grade Liquidity rating and its Ba1 Corporate Family
Rating.


DANA CORP: Court Confirms Plan of Reorganization
------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York has signed an order confirming
Dana Corporation's Plan of Reorganization.  The action paves the
way for Dana's emergence from Chapter 11 reorganization, which it
expects to occur in January 2008, after the closing of the
company's $2 billion exit financing facility and satisfaction of
other customary closing conditions.

"This is a significant milestone for Dana and all of its
constituents," Dana Chairman and CEO Mike Burns said.  "The
approved plan provides a solid foundation for the new Dana.  We
now look forward to emerging as a focused, solvent company that is
positioned to take advantage of its considerable strengths and
compete successfully in its global markets."

Dana entered Chapter 11 reorganization on March 3, 2006.  During
the ensuing 21 months, the company and its constituents
identified, agreed upon, and won court approval for approximately
$440 million to $475 million in annual cost savings and revenue
improvement.  These annual savings were derived primarily from
enhancing its product profitability, optimizing its manufacturing
footprint, reducing labor costs and benefit changes, eliminating
ongoing obligations for retiree health and welfare costs, and
achieving further reductions in administrative expenses.

"From the outset of this process, we said that fundamental -- not
incremental -- change was critical to Dana's future success," Mr.
Burns said.  "I am pleased to say that we have achieved this goal
due in large part to the enormous efforts of our resilient
employees around the world and the talented team of advisers who
have helped bring us to this point.  Similarly, we are grateful
for the support and partnership demonstrated by many other
constituents involved in this very complex process, including our
customers, suppliers, and members of the communities in which Dana
people live and work."

                           About Dana

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

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

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

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

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

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  The Court has set
Dec. 10, 2007, to consider confirmation of the Plan.  (Dana
Corporation Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Common Stock To Be Delisted from Nasdaq Tomorrow
-----------------------------------------------------------------
Delta Financial Corporation said last week that it received a
notice from The Nasdaq Stock Market indicating that the company's
common stock will be delisted from Nasdaq at the opening of
business on Dec. 28, 2007.  The company does not intend to appeal
the determination.

The Nasdaq Staff Determination Letter received on Dec. 18, 2007,
indicated that as a result of the company's having filed for
protection under chapter 11 of the U.S. Bankruptcy Code, the
Nasdaq Staff has determined that the company's securities will be
delisted from the Nasdaq Global Market.

                        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 Dec. 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.


DERCO INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Derco, Inc.
        888 Brannan Street, Suite 137
        San Francisco, CA 94103

Bankruptcy Case No.: 07-31675

Type of Business: Founded in 1939 by Krikor Der Abrahamian, who
                  specialized in trading diamonds and colored
                  gemstones, the Debtor manufactures and retails
                  diamonds and jewelry in the U.S.  See
                  http://www.dercodiamonds.com/

Chapter 11 Petition Date: December 26, 2007

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Iain A. Macdonald, Esq.
                  2 Embarcadero Center, Suite 1670
                  San Francisco, CA 94111-3930
                  Tel: (415) 362-0449

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Madro Kaprealian                                     $8,492,362
310 West Santa Inez Avenue
Hillsborough, CA 94010

Eurostar Diamond Traders                             $1,239,068
Hovenierstaart 53 (Box 79)
B-2018 Antwerpen

Ousher Lerner                                        $759,527
27 West 47th Street
Hillsborough, CA 94010

Olympic Diamond Corp.                                $607,307
580 Fifth Avenue, Suite 1200
New York, NY 10036

Eurostar Diamond Traders                             $506,345
Hovenierstaat 53 (Box 79)
B-2018 Antwerpen

Koder Co.                                            $449,827
Bourj Hammound,
Centre Hadidian
7th Floor
Beirut

Etessami Bros. Corp.                                 $395,862
10 West 46th Street,
Suite 1803
New York, NY 10036

E.F.D. Diamonds, Ltd.                                $320,768
Maccabi Building
22nd Floor, Suite 2238

F.I.B.I. Fine Diamond                                $317,500
Manufacturers
6 East 45th Street,
19th Floor
New York, NY 10017

Arslanian Freres               inventory             $294,184
Hoveniersstraat 30
2018 Antwerpen

K.G.K. Diamonds, L.L.C.                              $277,859
36 West 44th Street,
13th Floor
New York, NY 10036

W.F. Diamonds, Inc.                                  $222,309

Daniel K                                             $216,453

Waldman Diamond Co.                                  $216,132

Eclipse Jewelry Corp.                                $213,882

Eurostar Belgium, Inc.                               $210,323

Sachrida Styling                                     $152,769

E.F.D. (U.S.A.), Inc.                                $139,232

H. Pinashi, Inc.                                     $118,455

Adir, Ltd.                     inventory             $117,136


DOMTAR INC: Completes First Phase of Offers to Buy Notes
--------------------------------------------------------
Domtar Inc., a subsidiary of Domtar Corporation, has completed
the first phase of its offers to purchase for cash any and
all of its outstanding Canadian dollar denominated 10% Debentures
due 2011 and 10.85% Debentures due 2017, after the Early Consent
Deadline on Dec. 17, 2007.

The depositary, Computershare Investor Services Inc., has advised
Domtar Inc. that CDN$79,795,000 aggregate principal amount of the
10% Debentures representing approximately 97.31% of those
outstanding, and CDN$74,352,000 aggregate principal amount of the
10.85% Debentures representing approximately 99.25% of those
outstanding were validly tendered and not withdrawn prior to the
Early Consent Deadline.

The company accepted for purchase and payment all of such validly
tendered Debentures.  As a result, the supplements to the
respective Indentures governing the Debentures reflecting the
requested amendments thereto were also entered into.

Holders who validly deposit their Debentures under the Offers and
deliver their Consent to the Proposed Amendments after the Early
Consent Deadline and prior to the Expiration Time, which is
currently scheduled to be 5:00 pm, Montreal time, on Jan. 3, 2008,
unless extended or earlier terminated, will receive the Purchase
Price, which will be payable promptly after the
Expiration Time on the Final Settlement Date.

Assuming a Final Settlement Date of Jan. 7, 2008, the Purchase
Price for:

    i) each $1,000 principal amount of 10% Debentures validly
       tendered after the Early Consent Deadline, will be
       $1,111.86; and

   ii) each $1,000 principal amount of 10.85% Debentures
       validly tendered after the Early Consent Deadline, will
       be $1,353.60.

Domtar Inc. will also pay accrued and unpaid interest from the
last interest payment date to, but not including, the Final
Settlement Date on those Debentures accepted for payment pursuant
to the Offers.

Scotia Capital has been retained by Domtar Inc. to act as Dealer
Manager and Solicitation Agent for the Offers and Consent
Solicitations.  Domtar Inc. has also retained Georgeson
Shareholder Communications Canada Inc. to act as information agent
and Computershare Investor Services Inc. to act as
depositary in connection with the Offers and the Consent
Solicitations.

For copies of the Offer to Purchase and Consent Solicitation
Statement and the related Letter of Transmittal and Consent please
contact Georgeson at 1-888-605-8384.  Holders of Debentures in
bearer form are advised to contact Computershare at 1-800-245-4053
for instructions regarding how to deposit
their Debentures.

For further inquiries, please contact Scotia Capital at
416-863-7776 or 1-800-372-3930 (for U.S. residents)

                      About Domtar Inc.

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

                          *     *     *

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


DORAL FINANCIAL: S&P Holds CreditWatch Placement of "B" Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' long-term
counterparty credit rating on Doral Financial Corp. remains on
CreditWatch Positive, where it was placed July 20, 2007.  The
initial placement followed Doral's announcement that it had
completed the sale of its common stock to Doral Holdings Delaware
LLC, a newly formed entity, and repaid in full $625 million in
senior notes.

"We think the completed recapitalization has resolved the
company's near-term liquidity issues and substantially improved
its capital position," said Standard & Poor's credit analyst
Mr. Robert Hansen.  Furthermore, S&P expects the recapitalization
to have a positive impact on the company's reputation among
depositors and borrowers, which S&P believes had been tarnished by
previous accounting and liquidity issues.   However, although S&P
views the recapitalization positively, S&P remains concerned by
the company's significant deterioration in credit quality amid a
challenging economic environment in Puerto Rico.

S&P's CreditWatch Positive reflects its belief that management has
become more focused on executing its business strategy since
completing its recapitalization.  In assessing the potential for
an upgrade, S&P will assess further the credit quality of the
company's loan portfolio, management's business strategy, various
accounting issues, and the company's ability to return to
profitability.  S&P expects to resolve the CreditWatch within 60
days and anticipate that the counterparty credit rating would
increase by no more than one notch to 'B+'.


EMPIRE RESORTS: Sept. 30 Balance Sheet Upside-Down by $13.4 Mil.
----------------------------------------------------------------
Empire Resorts Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $69.4 million in total assets and $82.8 million in
total liabilities, resulting in a $13.4 million total
stockholders' deficit.

The company posted a net loss for the third quarter of
$2.5 million, compared with a net loss of $197,000 in 2006.

Net revenue for the third quarter was $22.5 million, down 22% from
the $28.7 million reported in the third quarter of 2006.  Revenue
from racing declined by approximately $2.1 million, or 49%,
reflecting the impact of lower allocations from OTB facilities,
while revenue from the company's video gaming machine business
declined by approximately $3.9 million, or 17%, primarily due to
changes in the competitive environment.  The company's operating
loss for the quarter was $771,000 versus operating income of
$1.8 million in the prior-year period.  EBITDA was a loss of
$464,000 for the quarter compared with positive EBITDA of
$2.1 million in the third quarter of 2006.

For the first nine months of fiscal 2007, Empire reported net
revenue of $60.3 million, versus $77.1 million in the same period
last year.  EBITDA was a loss of $4.6 million for the period, as
compared with positive EBITDA of $3.8 million in 2006.  Empire's
net loss for the first nine months of 2007 was $10.8 million,
versus a net loss of $3.2 million last year.

"While we continued to see the impact of heightened regional
competition this quarter, our Monticello operations are starting
to show some positive results from expanded marketing initiatives
and benefited from stronger seasonal demand," commented David
Hanlon, chief executive officer and president.  "In addition, we
were pleased to see recent steps taken in Washington, including
hearings before Congress, with regard to the Department of the
Interior's delays approving off-reservation applications.  While
no immediate resolution is forthcoming, we are encouraged by these
events, and by the 'Motion to Compel' lawsuit recently filed by
the St. Regis Mohawks, which serve to focus attention on the
issues.  We are prepared to assist and take any measures necessary
to bring this to a conclusion as expeditiously as possible."

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?2698

                       About Empire Resorts

Headquartered in Monticello, New York, Empire Resorts Inc.
(NASDAQ: NYNY) -- http://www.empireresorts.com/-- operates the
Monticello Gaming & Raceway and is involved in the development of
other legal gaming venues.  Empire's facility now features over
1,500 video gaming machines and amenities including a 350-seat
buffet and live entertainment.  Empire is also working to develop
a "Class III" Native American casino and resort on a site adjacent
to the Raceway and other gaming and non-gaming resort projects in
the Catskills and beyond.


ENCORE ACQUISITION: Board Okays $445 Million 2008 Capital Budget
----------------------------------------------------------------
Encore Acquisition Company's Board of Directors has approved a
capital budget for 2008 of $445 million related to its drilling
and development program.  This budget will allow the Company to
meet its goal of an estimated organic growth rate of six to eight
percent for 2008 (fourth quarter 2007 compared to fourth quarter
2008).  In addition, the Board authorized the repurchase of up to
$50 million of the Company's common stock.  The shares may be
repurchased from time to time in the open market or through
privately negotiated transactions.  The repurchase program is
subject to business and market conditions, and may be suspended or
discontinued at any time.

The Company has begun executing a hedge plan composed of swaps in
the second half of 2008 and costless collars for all of 2008 at
current market oil prices to gain confidence that both the budget
and stock buyback can be accomplished within discretionary cash
flow.

The Company's strategy for 2008 is to continue to focus on
efficient production and reserve growth while maintaining
investments within cash flow.  The regional breakdown is expected
to be:

    -- Rockies             $164 million
    -- West Texas          $140 million
    -- Mid-Continent       $102 million
    -- New Mexico           $39 million

The $445 million of capital is expected to be invested in these
categories:

    -- Drilling                            $347 million
    -- Improved Oil Recovery, Workovers     $67 million
    -- Land, Seismic and Other              $31 million

The Company has four operating regions where it can use its
expertise in improved oil recovery, horizontal drilling, and tight
sands gas development to increase production and reserves.  The
budget leverages off the Company's 2007 development success with
increased activity in all four regions.  The activity in the
Company's different plays is expected to be:

a) In the Rockies, the rig count will grow from one rig to three
and one-half rigs in 2008 due to good results in the Bakken and
Madison plays and drilling in the Cedar Creek Anticline.  The
Company will also focus on improved oil recovery projects at the
Cedar Creek Anticline, the Bell Creek field, the Big Horn Basin
and the Williston Basin properties purchased in April of 2007.

b) In the fields covered by the ExxonMobil West Texas joint
venture, the Company expects to operate three deep rigs targeting
the Devonian in the Midland Basin and one deep rig targeting the
Ellenburger, Strawn, and Devonian zones in the Val Verde Basin.
One shallow rig will be drilling the Wolfcamp zone in the Val
Verde Basin.  This level of activity is similar to 2007 levels but
will be lower risk as the Company moves from commitment wells to
infield development wells.

c) In the Mid-Continent, the Company expects to operate one rig in
its Travis Peak play in East Texas.  In addition, the Company will
participate in a high level of non-operated activity in the Elm
Grove field in North Louisiana and in the horizontal development
of the Cleveland formation in the Anadarko Basin of Oklahoma.

d) In its New Mexico region, the Company is increasing from one
rig in 2007 to two rigs in its Morrow/Atoka play as a result of
significant production growth.

"We are pleased with the $445 million budget," Jon S. Brumley,
President and Chief Executive Officer of Encore Acquisition
Company, commented.  "It is larger than 2007, but since we are
able to leverage off of our success in 2007, this 2008 budget is
actually lower risk. Another important aspect of this budget is
that it is less than our discretionary cash flow.  Even though
Encore has much more capital opportunity than the $445 million
budget would imply, this budget will allow us to use the excess
cash flow to repurchase shares and pay down debt at current price
levels.  At the same time, we will be able to invest the capital
in an efficient and manageable manner.  Encore looks forward to
completing our reserve report in January of 2008 and sharing the
results from the 2007 acquisition program and our development
program with you at that time.  We are pleased with how 2007 is
wrapping up.  With the divestiture of our deep Oklahoma gas
properties, we have been able to refocus on our core competency of
long-life oil field enhancement.  At current oil and gas prices,
that move has paid off.  We are lower risk, lower decline, and
higher margin."

                          About Encore

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE:EAC) -- http://www.encoreacq.com/-- is an independent
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                         *     *     *

Moody's Investors Service confirmed Encore Acquisition Co.'s  Ba3
corporate family rating, Ba3 probability of default rating, and B1
senior subordinated note rating on June 2007.


ENCORE RECEIVABLES: Delinquency Cues S&P to Cut Rating on Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services  lowered its ratings on six
classes of asset-backed notes issued by three Encore Receivables
Trust transactions. In addition, S&P affirmed its ratings on the
remaining classes from these transactions, one additional Encore
Receivables Trust transaction, and Encore Credit Corp.'s series
2003-1 (see list).

The downgrades reflect transactions with significant levels of
severely delinquent loans (90-plus-days, foreclosures, and REOs).
Realized losses for the transactions remain low, relative to
overall delinquency levels, resulting in delinquency pipelines
that have sharply increased over the past six months. The rising
delinquency pipelines suggest that the unfavorable performance
trends are likely to accelerate.

The transactions with lowered ratings have severe delinquency
levels as follows (series: severe delinquency amount {$}, % change
since May 2007, % of current pool balance, multiple of O/C):

     -- 2005-1: $63.639 million, 39.9%, 20.75%, 3.06x;
     -- 2005-2: $71.745 million, 31.6%, 19.09%, 4.27x; and
     -- 2005-3: $65.082 million, 69.9%, 19.14%, 2.22x.

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

     -- 2005-1: $11,660,142, 0.73%;
     -- 2005-2: $11,245,434, 0.80%; and
     -- 2005-3: $4,312,551, 0.42%.

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

A combination of subordination, excess interest, and O/C provide
credit support for these transactions. Additionally, series 2003-1
benefits from loan-level primary mortgage insurance policies
issued by Mortgage Guaranty Insurance Corp. (MGIC) on 64.69% of
the loans with original loan-to-value ratios exceeding 80%. These
mortgage insurance policies were acquired by the trust fund for
the benefit of the holders of the certificates to cover losses
down to 60% of the value of the related mortgage property. The
underlying collateral for this transaction consists of mostly
fixed- and adjustable-rate,
30-year mortgages on one- to four-family homes.

                      Ratings Lowered

             Encore Credit Receivables Trust
                Asset-backed certificates

                                          Rating
                                          ------

         Series        Class       To               From
         ------        -----       --               ----

         2005-1        M-8         BB               BBB
         2005-1        B           B                BBB-
         2005-2        M-8         BB               BBB+
         2005-2        B           B                BBB-
         2005-3        M-8         BB+              BBB+
         2005-3        B           B+               BB

                     Ratings Affirmed

              Encore Credit Receivables Trust
                 Asset-backed certificates

       Series        Class                        Rating
       ------        -----                        ------

      2005-1        2-A-3                        AAA
      2005-1        M-1                          AA+
      2005-1        M-2                          AA
      2005-1        M-3                          AA-
      2005-1        M-4                          A+
      2005-1        M-5                          A
      2005-1        M-6                          A-
      2005-1        M-7                          BBB+
      2005-2        1-A, 2-A-4                   AAA
      2005-2        M-1                          AA+
      2005-2        M-2, M-3, M-4                AA
      2005-2        M-5                          AA-
      2005-2        M-6                          A
      2005-2        M-7                          A-
      2005-3        1-A, 2-A-2, 2-A-3            AAA
      2005-3        M-1, M-2                     AA+
      2005-3        M-3                          AA
      2005-3        M-4                          AA-
      2005-3        M-5                          A+
      2005-3        M-6                          A
      2005-3        M-7                          A-
      2005-4        1-A, 2-A-3, 2-A-4            AAA
      2005-4        M-1                          AA+
      2005-4        M-2, M-3                     AA
      2005-4        M-4, M-5                     A+
      2005-4        M-6                          A
      2005-4        M-7                          BBB+
      2005-4        M-8, M-9, M-10               BB
      2005-4        M-11                         B
      2005-4        M-12                         CCC

                    Encore Credit Corp.
                Asset-backed certificates

     Series        Class                        Rating
     ------        -----                        ------

     2003-1        M1                           AA
     2003-1        M2                           A


FAMILY FIRST: Ends Business by Year-End; Won't for File Bankruptcy
------------------------------------------------------------------
In its Web site, Family First Mortgage Corp. said: "It is with
tremendous sadness that after great consideration Family First
Mortgage Corp. has made the decision to exit the mortgage lending
business and cease operations.  We will be ending operations on
Dec. 31, 2007."

"It has been our privilege to work with what we believe to be some
of the best people in the mortgage industry, including our branch
managers, branch personnel and corporate staff.  We are greatly
saddened by the affect this has on our loyal and hard-working
employees."

Family First Mortgage Corp. said late last week that it had laid
off most of its staff including those at its head office in Palm
Coast, Barry Flynn of the Daytona Beach Journal Online News
reports.

President Gregory L. Hill told Dayton Beach Journal that the
closure and lay offs were a result of the "real estate slump."

Mr. Hill added that there is no need for the company to file for
chapter 11 bankruptcy but will continue operations until the year
ends, Daytona Beach Journal says.

Palm Coast, Florida-based Family First Mortgage Corp. --
http://www.familyfirstmortgage.com/-- has over 275 branch
locations throughout the country and a full staff of highly
qualified individuals with years of experience.


FEDDERS CORP: Can Hire Roux Associates as Environmental Consultant
------------------------------------------------------------------
Fedders Corp. and its debtor-affiliates obtained authority from
the United States Bankruptcy Court for the District of Delaware to
employ Roux Associates as environmental consultant, nunc pro tunc
to Nov. 15, 2007.

As reported in the Troubled Company Reporter on Dec. 10, 2007,
the Debtors told the Court that Roux Associates will provide
environmental consulation and management services in connection
with the Debtors' investigation and potential remediation of the
990 and 1040 properties located at Spruce Street in Trenton, New
Jersey.

Specifically, Roux Associates will:

   a) with respect to the 1040 property:

      -- draft a preliminary assestment report which identifies
         potential areas of concern;

      -- install permanet monitoring wells to be used for sampling
         ground water;

      -- conduct a BEE to determine the potential need for further
         ecological evaluation activities; and

      -- prepare letter report summarizing Roux Associates'
         investigation to determine whether additional remediation
         activitiees are required.

   b) with respect to the 990 property:

      -- draft a preliminary assestment report which identifies
         potential areas of concern;

      -- conduct additional soil and ground water sampling based
         on the findings of the PA report;

      -- perform vapor intrusion investigation;

      -- perform baseline ecological evaluation to determine the
         need for further evaluation activities;

      -- conduct ground water sampling from existing monitoring
         weels;

      -- prepare site investigation/remedial investigation report
         for submission to New Jersey Department of Environmental
         Protection concerning compliance with its soil and ground
         water standards;

      -- dispose sampled ground water and excess soil cutting;

      -- conduct site meeting with NJDEP to discuss remedial
         alternatives consdered by the Debtors;

      -- evaluate remedial alternative; and

      -- prepare revised remedial action work plan for submission
         to NJDEP for approval of the proposed site remediation.

The firm's professionals bill between $60 and $275 per hour for
this engagement.

To the best of the Debtors' knowledge the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Court.

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan &
Company Inc. as claims and noticing agent.  The U.S. Trustee for
region 3 has appointed an Official Committee of Unsecured
Creditors on this case.  When the Debtors filed for protection
from its creditors, it listed total assets of US$186,300,000 and
total debts of US$322,000,000.

The company has production facilities in the United States in
Illinois, North Carolina, New Mexico, and Texas and
international production facilities in the Philippines, China
and India.


FEDDERS CORP: Court OKs Devonshire Realty as Real Estate Broker
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave Fedders Corp. and its debtor-affiliates permission to
employ Devonshire Realty Ltd. dba Coldwell Banker Commercial
Devonshire Realty as their real estate broker.

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Devonshire Realty will:

   a) prepare and develop marketing materials for potential
      prospects interested in purchasing the property;

   b) develop, update and review with the Debtors on an ongoing
      basis a list of parties that indicated interest in
      purchasing the property;

   c) assist in evaluating proposals received regarding the sale
      of property;

   d) assist with the negotiation of the terms of purchase and
      sale agreements with proposed purchasers of the property;
      and

   e) perform any and all other real estate broker services
      related to the sale of property.

The Debtors told the Court that the firm will be paid from
proceeds of the sale of property and will not be required to file
any fee application with the Court.  The Debtors said that the
firm will be paid under the terms of a listing agreement of the
broker commission.

Arthur J. Thoma, Jr., a broker at the firm, assured the Court that
his firm does not hold any interest adverse to the Debtors'
estates and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The U.S. Trustee for region 3
has appointed an Official Committee of Unsecured Creditors in this
case.  When the Debtors filed for protection from its creditors,
it listed total assets of $186,300,000 and total debts of
$322,000,000.

The company has production facilities in the United States in
Illinois, North Carolina, New Mexico, and Texas and
international production facilities in the Philippines, China
and India.


FEDDERS CORPORATION: Court Sets March 4, 2008 as Claims Bar Date
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
established March 4, 2008, at 4:00 p.m., as the period in which
creditors of Fedders Corp. and its debtor-affiliates must file
their proofs of claim.

As reported in the Troubled Company Reporter on Dec. 5, 2007,
the Debtors reminded each entity who asserts a claim against
the Debtors to file an original, written proof of claim which
substantially conforms with the official proof of claim form.

Proofs of claim are to be sent to:

     Fedders North America Inc.
     c/o Logan & Company Inc.
     546 Valley Road
     Upper Montclair, NJ 07043

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan &
Company Inc. as claims and noticing agent.  The U.S. Trustee for
region 3 has appointed an Official Committee of Unsecured
Creditors on this case.  When the Debtors filed for protection
from its creditors, it listed total assets of US$186,300,000 and
total debts of US$322,000,000.

The company has production facilities in the United States in
Illinois, North Carolina, New Mexico, and Texas and
international production facilities in the Philippines, China
and India.


FEDERATIVE REPUBLIC OF BRAZIL: S&P Maintains Low-B Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' long-term
foreign, 'BBB' long-term local, 'B' short-term foreign, and 'A-3
short-term local currency sovereign credit ratings on the
Federative Republic of Brazil, following a week of mixed success
on the fiscal front.  The outlook on the ratings is positive.
Standard & Poor's also affirmed its 'brAAA' national scale credit
rating, 'BBB' transfer and convertibility assessment, and 3
recovery rating on the republic.

Standard & Poor's also published an article entitled "Loss Of CPMF
Is A SetbackBut Not A DerailmentFor Brazil's Credit Prospects,"
which outlines the challenges facing Brazil following the Dec. 13,
2007, defeat of the Contribui‡ao Provis¢ria sobre Movimenta‡ao
Financeira, a financial
transaction tax.  The government voted to extend the Desvincula‡ao
de Receitas da Uniao, a measure reducing revenue earmarking, after
failing to do the same for CPMF, which represents 1.6% of GDP.

According to Standard & Poor's credit analyst Ms. Lisa Schineller,
the affirmation rests in part on the government's recommitment to
maintain a 3.8% of GDP primary (noninterest) surplus for the
nonfinancial public sector.

"Any rating reflects a combination of strengths and weaknesses,
and CPMF is not, in and of itself, critical for Brazil's rating,"
said Ms. Schineller.  "However, the same cannot be said for a firm
policy commitment to reduce the ratio of debt to GDP over time,
improve the composition of debt, and reduce fiscal
vulnerabilities," she added.

Ms. Schineller explained that how the government adjusts its
fiscal stance given this negative shock will play an important
role in shaping its creditworthiness.  At this time, Standard &
Poor's assumes that the "no change in the primary surplus target"
commitment by the government will see the lost CPMF revenue
compensated for by some combination of expenditure
compression/cuts, modest tax adjustments, and revised revenue
projections associated robust economic growth.

"Any weakening of Brazil's fiscal commitment is particularly
risky, given other recent global- and Brazil-specific
developments; as the environment has changed, positive momentum is
likely to slow and the cost of policy complacency rise," Ms.
Schineller noted.  "Although the events of this past week
represent a setback, pressure on the ratings will remain on the
upside as long as the government carries through with its
commitment to its fiscal targets and its broader economic program
benefits the country's economic and external dynamics" she
concluded.


FGX INT'L: Company's Request Prompts S&P to Withdraw B Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating on FGX International Inc. per the company's request.
The 'B+' bank loan and '2' recovery ratings were also withdrawn.
The company completed its IPO and refinanced these rated bank
facilities.


FIRST FRANKLIN: Fitch Cuts Ratings on $6.7 Mil. Cert. to BB
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on First Franklin
mortgage pass-through certificates.  Affirmations total
$1.8 billion and downgrades total $9.8 million.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with these rating actions:

                       Series 2005-FF7

  -- $181.4 million class A affirmed at 'AAA' (BL: 60.01, LCR:
     5.44);

  -- $32.6 million class M-1 affirmed at 'AA+' (BL: 51.19, LCR:
     4.64);

  -- $29.9 million class M-2 affirmed at 'AA+' (BL: 43.06, LCR:
     3.90);

  -- $18.3 million class M-3 affirmed at 'AA' (BL: 36.71, LCR:
     3.33);

  -- $16 million class M-4 affirmed at 'AA-' (BL: 32.94, LCR:
     2.98);

  -- $14.7 million class M-5 affirmed at 'A+' (BL: 29.18, LCR:
     2.64);

  -- $13.4 million class M-6 affirmed at 'A' (BL: 25.53, LCR:
     2.31);

  -- $12 million class M-7 affirmed at 'A-' (BL: 22.10, LCR:
     2.00);

  -- $10.7 million class M-8 affirmed at 'BBB+' (BL: 17.08,
     LCR: 1.55);

  -- $9.3 million class M-9 affirmed at 'BBB' (BL: 14.83, LCR:
     1.34);

  -- $6.7 million class M-10 affirmed at 'BBB' (BL: 13.24, LCR:
     1.20);

  -- $6.7 million class M-11 downgraded to 'BB' from 'BBB-'
     (BL: 11.77, LCR: 1.07);

  -- $3.1 million class M-12 downgraded to 'BB' from 'BB+' (BL:
     11.31, LCR: 1.02).

                          Deal Summary

  -- Originators: 100% First Franklin;
  -- 60+ day Delinquency: 24.14%;
  -- Realized Losses to date (% of Original Balance): 0.85%;
  -- Expected Remaining Losses (% of Current Balance): 11.04%;
  -- Cumulative Expected Losses (% of Original Balance): 5.40%.

                         Series 2005-FF9

  -- $658.7 million class A affirmed at 'AAA' (BL: 37.11, LCR:
     5.17);

  -- $77.6 million class M1 affirmed at 'AA+' (BL: 27.51, LCR:
     3.83);

  -- $39.2 million class M2 affirmed at 'AA' (BL: 22.33, LCR:
     3.11);

  -- $25.5 million class M3 affirmed at 'AA-' (BL: 20.03, LCR:
     2.79);

  -- $26.4 million class M4 affirmed at 'A+' (BL: 17.18, LCR:
     2.39);

  -- $24.7 million class M5 affirmed at 'A' (BL: 14.43, LCR:
     2.01);

  -- $13.6 million class M6 affirmed at 'A-' (BL: 11.48, LCR:
     1.60);

  -- $12.7 million class M7 affirmed at 'BBB+' (BL: 10.13, LCR:
     1.41).

                           Deal Summary

  -- Originators: 100% First Franklin;
  -- 60+ day Delinquency: 20.01%;
  -- Realized Losses to date (% of Original Balance): 0.54%;
  -- Expected Remaining Losses (% of Current Balance): 7.18%;
  -- Cumulative Expected Losses (% of Original Balance): 4.49%.

                        Series 2005-FF10

  -- $639.2 million class A affirmed at 'AAA' (BL: 28.92, LCR:
     3.31);

                          Deal Summary

  -- Originators: 100% First Franklin;
  -- 60+ day Delinquency: 18.79%;
  -- Realized Losses to date (% of Original Balance): 0.60%;
  -- Expected Remaining Losses (% of Current Balance): 8.73%;
  -- Cumulative Expected Losses (% of Original Balance): 5.79%.


FIRST FRANKLIN: Realized Losses Cues S&P to Downgrade Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of asset-backed certificates issued by three First
Franklin Mortgage Loan Trust transactions and removed one of the
lowered ratings from CreditWatch with negative implications.  The
ratings on two classes remain on CreditWatch negative.
Furthermore, S&P affirmed its ratings on the remaining classes
from these series.

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

  -- 2003-FF4: $933,318, 15.7%, $5,944,934;
  -- 2004-FF3: $1,428,994, 17.9%, $7,981,281; and
  -- 2004-FF10: $1,051,733, 21.5%, $4,882,076.

S&P's loss projections indicate that the current performance
trends may further compromise credit support for the downgraded
classes.

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

  -- 2003-FF4: $10.895 million, 14.91%, 11.7x;
  -- 2004-FF3: $28.999 million, 15.44%, 20.3x; and
  -- 2004-FF10: $57.556 million, 18.83%, 54.7x.

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

  -- 2003-FF4: $11,518,891, 0.96%;
  -- 2004-FF3: $19,967,431, 1.25%; and
  -- 2004-FF10: $11,173,388, 0.80%.

S&P removed its rating on class M-5 from series 2004-FF10 from
CreditWatch because it was lowered to 'CCC'.

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

Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Additionally, series 2004-FF10
benefits from a loan-level primary mortgage insurance policy
issued by PMI Mortgage Insurance Co. covering 21.08% of loans with
original loan-to-value ratios in excess of 80%.  The PMI policy
will protect against losses due to default under each PMI mortgage
loan in an amount equal to a percentage of the principal balance
equal to 100% minus a fraction equal to 60% over the original LTV
ratio of the related PMI loan.  The collateral for these series
consists of a pool of fixed- and adjustable-rate, fully
amortizing, and balloon payment mortgage loans secured by first
liens on one- to four-family residential properties.

                         Ratings Lowered

               First Franklin Mortgage Loan Trust
                   Asset-backed certificates

                                        Rating
                                        ------

         Series      Class      To                 From
         ------      -----      --                 ----

        2003-FF4    M-2        B+                 BB
        2003-FF4    M-4        CCC                B-
        2004-FF3    M-3        BB                 A
        2004-FF3    M-4        B+                 BBB+
        2004-FF3    B-1        B-                 BB
        2004-FF3    B-2        CCC                B

           Rating Lowered and Removed form CreditWatch

              First Franklin Mortgage Loan Trust
                  Asset-backed certificates

                                      Rating
                                      ------

        Series      Class      To                 From
        ------      -----      --                 ----

       2004-FF10   M-5        CCC                B/Watch Neg

            Ratings Remaining on CreditWatch Negative

               First Franklin Mortgage Loan Trust
                    Asset-backed certificates

              Series       Class          Rating
              ------       -----          ------

              2004-FF10    M-3            BB/Watch Neg
              2004-FF10    M-4            B+/Watch Neg

                      Ratings Affirmed

             First Franklin Mortgage Loan Trust
                Asset-backed certificates

           Series      Class               Rating
           ------      -----               ------

           2003-FF4    M-1                  AA
           2003-FF4    M-3                  B
           2003-FF4    M-5, M-6             CCC
           2004-FF3    M-1                  AA+
           2004-FF3    M-2                  A+
           2004-FF3    B-3                  CCC
           2004-FF10   A-2, A-3             AAA
           2004-FF10   M-1                  AA
           2004-FF10   M-2                  A
           2004-FF10   M-6, M-7A, M-7F      CCC


FIRST MAGNUS: To Sell 40 Construction Loans to Summit for $4.6MM
----------------------------------------------------------------
First Magnus Financial Corporation seeks the U.S. Bankruptcy Court
for the District of Arizona's authority to sell constructions
loans for $4,600,000 to Summit Investment Management LLC, or to a
party providing the highest bid for the property at an auction.

First Magnus intends to sell about 40 construction loans, with an
aggregated commitment amount of $22,432,783, and total unfunded
commitment of $5,693,933.  A list of the loans is available for
free at: http://ResearchArchives.com/t/s?2699

First Magnus is attempting to sell the construction loans as part
of its ongoing efforts to liquidate the assets of the estate for
the benefit of creditors.

Since the bankruptcy filing, the Debtor marketed the construction
loans extensively and solicited bids for the assets.  The Debtor
believes that the $4,600,000 offer by Summit is currently the
highest and best offer for the construction loans.

Todd A. Burgess, Esq., at Greenberg Traurig, P.A. in Miami,
Florida, says that the sale of loans to Summit Investment will be
subject to competitive bidding to maximize the loans' realizable
value.  The Debtor proposed, among others, that parties interested
in bidding for the loans must submit a written offer and a
refundable bid deposit for $50,000 to MCA Financial Group, Ltd.,
and financial information required by the Debtor by no later than
4:00 p.m. (Arizona time) on Jan. 3, 2008.  Any bidder that has
submitted a bid deposit before the sale hearing may participate
through calls.

In addition, the Debtor proposed that at the sale hearing, the
Court will begin the auction with Summit Investment's offer of
$4,600,000 on the terms stated in the purchase agreement.  The
Debtor proposed that the initial overbid for the loans must be at
least $250,000 higher than the opening bid, and succeeding bids
must be in cash increments of $50,000 over the prior bid.

The Debtor will return all bid deposits to the bidders, excluding
the one submitted by the bidder who has made the highest offer,
within a day after the hearing, according to Mr. Burgess.

"If the highest bidder fails to close the sale in accordance with
the terms of the agreement, his deposit will be forfeited and
retained by the Debtor's estate as compensatory damages,"
Mr. Burgess notes.  He adds that the bidder who has made the next
highest offer will have 10 days after receiving notice from the
Debtor to complete the transaction or its deposit will be
forfeited.

The Debtor also seeks the Court's permission to reimburse Summit
Investment less than $200,000 or pay for the expenses it may
incur from the conduct of the sale.

"If Summit Investment is not the successful bidder and does not
later complete the sale as the back-up bidder, it will be
entitled to recover from the sale proceeds to any other purchaser
less than $200,000 or its out-of-pocket expenses," Mr. Burgess
states.  "If Summit Investment is the successful bidder, and the
sale does not close for any reason other than the material breach
by Summit Investment, it will be entitled to an immediate cash
payment of the expenses."

Any amount due and payable to Summit Investment will be treated
as an allowed administrative expense claim under Section 503 of
the Bankruptcy Code and be paid in cash or readily available
funds within three days of the date due, according to
Mr. Burgess.

             Debtor Wants Bourn Partners as Broker

The Debtor further seeks the Court's approval to employ, under
under Sections 327 and 330 of the Bankruptcy Code, Bourn
Partners LLC, as broker in connection with the sale.

"If a qualified bidder procured by Bourn Partners offers a price
at or above $4,850,000, the Debtor requests that the employment
of Bourn Partners and payment of a 3% sales commission be
approved by the Court and paid at closing from the sale
proceeds," Mr. Burgess says.  He adds, however, that no
commission will be paid if no qualified bidder procured by the
company submits a bid equal to or higher than the amount.

                    Fair and Reasonable Offer

Mr. Burgess says Summit Investment's offer is reasonable and
represents fair market value for the construction loans, given
the deterioration in the loans' value.

"Completion of the underlying homes is roughly 50% and that the
construction ceased over six months ago, with no current funding
available for the projects," Mr. Burgess explains.  The Debtor
estimated that the fund needed to complete the construction will
exceed $5,700,000.

                        About First Magnus

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

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

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


FIRST MAGNUS: Court Designates Examiner for 17 Flagstaff Loans
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted the
request filed by First Magnus Financial Corporation's creditors
James M. McInerney, Mark Sukenik, Brian and Rhonda Swan, Judy and
Larry Burkley, Kimberly Swan, Robert Walcher, Sean West, Richard
and Stephanie White, Greg Chigas, and John C. Stueber for Merrill
Lynch Bank USA to:

     (a) designate a representative to appear and be examined
         under oath regarding the Debtor's 17 loans secured by
         real properties in the Flagstaff Ranch Development, in
         Flagstaff, Arizona; and

     (b) produce complete file for each of the loan, including
         the loan origination and servicing files, and documents
         of (i) any transfer, assignment or other conveyance of
         interest in the loans to Merrill Lynch; (ii) any
         transfer, assignment or other conveyance of the
         company's interest in the loans to other person or
         entity; (iii) any servicing or other agreements between
         the company and other party regarding the loans; and
         (iv) documents evidencing any agreement between the
         company, Vincent W. Goett, Masters Developments
         Properties LLC or any other entity in the Flagstaff
         Ranch Development regarding the loans.

The Court ruled that "the examination and production of documents
will be conducted at a place, date and time as may be specified
in a subpoena served by the creditors under Rule 9016 of the
Federal Rules of Bankruptcy Procedures."

The Flagstaff Ranch Creditors filed the request to obtain
clarification who between the Debtor and Merrill Lynch is
responsible for their loans, or when that responsibility has been
transferred.  Both companies issued a statement about the
assignment and sale of loans to Merrill Lynch, however, they did
not produce documents supporting their statement.

                Masters Builders Program Violative

According to the Flagstaff Ranch creditors, the loans were an
integral part of a Masters Builders Program investment offered to
the Creditors by the Debtor, Mr. Goett, Masters Developments,
Masters Homes and others acting in concert with Mr. Goett.  The
Flagstaff Ranch Creditors were informed that the Debtor was
actively working with the other parties to make the loans and make
the program available to them.

Representing the Flagstaff Ranch creditors, Gregory W. Falls,
Esq., at Mohr, Hackett, Pederson, Blakley & Randolph, P.C., in
Phoenix, Arizona, related that the Creditors were investing with
the Debtor and Mr. Goett in a common enterprise, expecting that
they would make a profit solely through the efforts of the
involved parties.

"It is the understanding of the creditors that the Masters
Builders Program was offered to a large number of investors and
potential investors, and that each offering had almost identical
components and terms," Mr. Falls said.  He noted that there was
never a registration of the offerings.

During their investigation, the creditors learned that the loans
were part of what they considered as a "ponzi" scheme.

"The Debtor, Mr. Goett and others brought new borrowers into the
loan programs so that the company did not have to write down or
write off then existing and delinquent loans it made to Mr. Goett
and others," Mr. Falls said.  He added that the Debtor did not
also have to reflect the losses on the financial statements of
those for whom it was servicing the loans or on its own financial
statements.

The Masters Builders Program documentation provides that the
construction of the residences on the lots was to be effectuated
by either Masters Developments or Masters Homes.

"The Debtor, as an active participant knew or should have known
that neither Masters Developments nor Masters Homes at any time
had a contractor's license as required and issued by the Arizona
Registrar of Contractors," Mr. Falls noted.  He added that the
Debtor is also responsible for repayment of loan advancements to
the creditors since the Debtor actively assisted in directing
loan payments to unlicensed contractors with whom its other
creditors did not have a written contract.

According to Mr. Falls, material misrepresentations and omissions
were also made in connection with the sale of the loans and
investment contracts under the Masters Builders Program to the
creditors and that the contracts are subject to rescission.

"The Masters Builders Program documents themselves are violative
of Arizona Department of Real Estate Regulations, including the
lack of compliance with Rule R4-28-804(A)," Mr. Falls pointed
out.  He added that this gives the creditors reason to rescind
the program and the loan component.

                     Misleading Appraisals

According to Mr. Falls, the Debtor also furnished the Flagstaff
Ranch Creditors inaccurate appraisals of the lots made by
Joseph's Appraisal Group to convince the creditors to proceed
with loan closings.

"Unknown to the creditors, the Flagstaff Ranch Golf Club was in
bankruptcy at the time of the loan closings," Mr. Falls noted.

"The clubhouse had no furniture, and many of its amenities had
not been completed or remained unavailable for use by the
creditors."

Mr. Falls said the appraiser used Forest Highlands and Pine
Canyon's comparable sales in arriving at as-built appraisal
amounts, notwithstanding the relative lack of attractiveness of
the Golf Club.

The Flagstaff Ranch Creditors alleged that the Debtor, the
Masters Developments and other involved parties are aware of the
appraisals'  inaccuracy, however, they did not inform the
creditors about the problem.

The Debtor, Mr. Falls related, informed the Flagstaff Ranch
Creditors that after the construction of residences on their lots
is completed, the residences would be sold and would generate a
substantial profit for the creditors.

"It was in part based on the Debtor's representations that it
would not misapply loan proceeds and that there were more than
sufficient amounts in the loans to pay for all costs of
construction until its completion," Mr. Falls said.  He noted
that the representations made by the Debtor for the Flagstaff
Ranch Creditors to commit to the loans was in part driven by the
excessive fees it received on each loan.

The Flagstaff Ranch Creditors, however, learned that the Debtor
made loan proceeds available to the involved parties and that the
monies were not used to provide labor and materials for the
enhancement of the residences.  So far, the creditors have not
signed documents permitting the Debtor to disburse any loan funds
to the parties or authorized the Debtor to disburse loan proceeds
without their written approval.

Mr. Falls asserted that the Debtor breached the loan agreements
with the creditors.

"The increased loan interest resulting from it caused interest
charged and paid to the Debtor on the loans to be usurious,
resulting in all charges in the nature of interest subject to a
return to the creditors by the Debtor," Mr. Falls pointed out.
He added that for certain of the loans, the Debtor failed or
refused to disburse funds when required, constituting yet other
material breaches of the loan documents.

According to Mr. Falls, further discovery is required to fully
support the Flagstaff Ranch Creditors' claims against the Debtor
as well as potential claims against the other parties.

                        About First Magnus

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

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

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


FIRST MORTGAGE: Moody's Downgrades Ratings from A2 TO Ba2
---------------------------------------------------------
Moody's Investors Service downgraded to Ba2 from A2 the rating on
the Bessemer Non-Profit Development Corporation's First Mortgage
Housing Revenue Bonds (Bessemer Housing Authority Section 8
Assistance Elderly Project), Series 1996A and B (Jesse Lanier
Manor).  The affirmation is based on a decline in debt service
coverage resulting from increased operating expenses.

Jesse Lanier Manor is a 120-unit apartment complex for the elderly
and handicapped located in Bessemer, Alabama.

                         Strengths

* Fully funded debt service reserve fund as of Dec. 19,
2007

* A high occupancy rate of 97% as of July 2007 with 9 names on the
waitlist

* Relatively short time until bond maturity on Oct. 1, 2012


                         Challenges

* Debt service coverage has declined to 0.99x as of the
Dec, 31, 2005 audit and 0.88x as of the Dec. 31, 2006 audit; the
decline in coverage was driven by a significant increase in
utility expenses.  As a result, the trustee has tapped the
project's surplus fund in order to cover operating expenses for
the project;

A HUD Real Estate Assessment Center score of 74b as of
November 2006;

* Rents for one bedroom apartments are 99% of HUD's fair market
rent and rents for two bedroom apartments are 110% of FMR making
an increase in contract rents unlikely.

                           Outlook

The outlook on the bonds has been revised to negative due to the
steady decline in debt service coverage and the potential for taps
to the debt service reserve once the surplus fund is depleted.  In
the event of a debt service tap, the bonds would likely experience
another multi-notch downgrade.

                        Key Statistics

  -- Current Occupancy: 97%
  -- HAP Contract Expiration: 11/13/2012
  -- Bond Maturity: 10/1/2012
  -- Debt Service Coverage: 0.88x

For the twelve months ended Sept. 30, 2007 the company reported
revenues of approximately $773 million.


FORD MOTOR: Continues Pay Hikes for White-Collared Workers in 2008
------------------------------------------------------------------
Ford Motor Co. and General Motors Corp. will resume salary
increases of white-collared employees in 2008, various reports
say.

The Detroit News relates that after discontinuing pay hikes in
2007, Ford announced that its white-collared workers will get 2.7%
wage increases based on business conditions and employee
performance in April.

GM spokeswoman Brenda Rios confirmed that GM has consented to
dipping into the merit fund to give out to workers as salary
raises in the first half of 2008, Sharon Terlep of The Detroit
News reports.  Although, the automaker hasn't disclosed how much
it will release to each worker.

Ford is also mulling shelling out annual bonuses to 54,000 United
Auto Workers union workers in 2008 as promised, Staff writer Sarah
A. Webster of the Free Press relates.

In 2006, GM and Ford, the Detroit News says, offered wage hikes
while Chrysler LLC didn't.  Although, this year, Chrysler did,
while GM and Ford didn't.  Chrysler spokesman Kevin McCormick says
he is not sure if the carmaker will have pay increases next year.

                             About GM

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

                           About Ford

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.


EVRAZ GROUP: Launches Cash Tender Offer to Purchase Claymont Steel
------------------------------------------------------------------
Evraz Group S.A., through its wholly owned subsidiary Titan
Acquisition Sub Inc., is commencing a cash tender offer to
purchase all outstanding shares of common stock of Claymont Steel
Holdings Inc.

The tender offer is being made pursuant to a definitive agreement
among Evraz, Titan Acquisition Sub, Inc. and Claymont Steel dated
Dec. 9, 2007.  Upon the successful closing of the tender offer,
Claymont Steel stockholders will receive $23.50 in cash for each
share of Claymont Steel common stock tendered in the offer, less
any applicable stock transfer taxes and withholding taxes.
Following the purchase of shares in the tender offer, Claymont
Steel will become a subsidiary of Evraz.

Evraz will file with the Securities and Exchange Commission a
tender offer statement on Schedule TO setting forth in detail the
terms of the tender offer.  Claymont Steel will file with the
Commission a solicitation/recommendation statement on Schedule
14D-9 setting forth in detail, among other things, the
recommendation of Claymont Steel's board of directors that
Claymont Steel stockholders accept the tender offer and tender
their shares in the tender offer.

Claymont Steel's board of directors has unanimously concluded that
the merger agreement and the transactions contemplated thereby
(including the tender offer and the merger) are advisable and are
fair to and in the best interests of Claymont Steel and Claymont
Steel's stockholders.

The tender offer will expire at 12:00 midnight on Jan. 16, 2008,
unless extended in accordance with the merger agreement and the
applicable rules and regulations of the Securities and Exchange
Commission.  The offer will be subject to customary conditions,
including anti-trust clearance and the acquisition by Evraz of a
majority of Claymont Steel's shares on a fully diluted basis.

ABN AMRO Incorporated is acting as exclusive financial advisor to
Evraz and will be the dealer-manager for the tender offer.
Jefferies & Company, Inc. is acting as lead financial advisor to
Claymont Steel in the transaction, and both Jefferies & Company,
Inc. and Western Reserve Partners LLC delivered fairness opinions
to Claymont Steel's board of directors.  Cleary Gottlieb Steen &
Hamilton LLP is acting as legal counsel to Evraz, and Morgan,
Lewis & Bockius LLP is acting as legal counsel to Claymont Steel.

                      About Claymont Steel

Headquartered in Claymont, Delaware, Claymont Steel Inc. --
http://www.claymontsteel.com/-- fka CitiSteel USA Inc., mills
carbon steel plate.  It services all major plate markets including
service centers, bridge fabricators, railcar manufacturers, heavy
construction machinery and material handling equipment, mining
equipment, storage tanks, pressure vessel, and shipbuilding.  It
produces somewhere near 400,000 tons per year.  The company sells
its products to clients in Canada and the US.  Previously a
subsidiary of CITIC Group, Claymont Steel (as CitiSteel USA) was
acquired by H.I.G. Capital, a private equity and venture capital
investment firm in 2005.  H.I.G. formed Claymont Steel Holdings in
2006 with the intent to take the company public.

                          About Evraz

Headquartered in Luxembourg, Evraz Group S.A. (LSE:EVR) --
http://www.evraz.com/-- manufactures and distributes steel and
related products.  In addition, the Company owns and operates
certain mining assets.  Its steel production and mining
facilities are mainly located in the Russian Federation.  It
operates three steel mills in Russia, one mill in the Sverdlovsk
region and two mills in the Kemerovo region.

                           *     *     *

In November 2007, Moody's Investor's Service upgraded the
corporate family rating for Evraz Group from Ba3 to Ba2.  Moody's
also has upgraded the ratings for the Senior Unsecured global
bonds at Evraz Group S.A. totaling $750 million due in 2015 from
B2 to Ba3 and the Senior guaranteed Eurobonds at Evraz Securities
S.A. totaling $300 million due in 2009 from Ba3 to Ba2.  Moody's
said the outlook on all ratings is stable.

As of Nov. 20, 2007, Evraz Group carries BB- Local and Foreign
Issuer Credit ratings from Standard & Poor's.  S&P said the
Outlook is Positive.

The company carries BB Issuer Default and Senior Unsecured
ratings and B Short-Term IDR.  Fitch said the Outlook is Stable.


GEMSTONE CDO: Moody's Reviews Ba2 Rating on $6.1 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Gemstone
CDO II Ltd. on review for possible downgrade:

* Class Description: $20,500,000 Class A-2 Floating Rate
Notes Due May 2040

  -- Prior Rating: Aa1
  -- Current Rating: Aa1, on review for possible downgrade

* Class Description: $141,400,000 Class A-3 Floating Rate
Notes Due May 2040

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

* Class Description: $28,000,000 Class B Floating Rate
Notes Due May 2040

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

* Class Description: $12,000,000 Class C Floating Rate
Deferrable Interest Notes Due May 2040

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

* Class Description: $10,000,000 Class D Floating Rate
Deferrable Notes Due May 2040

  -- Prior Rating: A3
  -- Current Rating: A3, on review for possible downgrade

* Class Description: $25,000,000 Class E Floating Rate
Deferrable Notes Due May 2040

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

* Class Description: $6,100,000 Class F Floating Rate
Deferrable Interest Notes Due May 2040

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

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


GEMSTONE CDO: Moody's Reviews Ba2 Rating on $7.5 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service placed these notes issued by Gemstone
CDO III, Ltd. on review for possible downgrade:

* Class Description: $31,500,000 Class A-3 Floating Rate
Notes due July 2040

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

* Class Description: $28,000,000 Class B Floating Rate
Notes due the July 2040

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

* Class Description: $19,000,000 Class C Floating Rate
Deferrable Interest Notes due the July 2040

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

* Class Description: $23,500,000 Class D Floating Rate
Deferrable Interest Notes due the July 2040

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

* Class Description: $7,500,000 Class E Floating Rate
Deferrable Interest Notes due the July 2040

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

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


GEMSTONE CDO: Moody's Reviews Ba2 Rating on $6 Mil. Notes
---------------------------------------------------------
Moody's Investors Service announced placed these notes issued by
Gemstone CDO Ltd. on review for possible downgrade:

* Class Description: $143,000,00 Class A-1 Floating Rate
Notes Due December 2034

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

* Class Description: $160,000,000 Class A-2 Floating Rate
Notes Due December 2034

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

* Class Description: $40,000,000 Class A-3 Floating Rate
Notes Due December 2034

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

* Class Description: $25,000,000 Class B Floating Rate
Notes Due December 2034

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

* Class Description: $20,000,000 Class C Floating Rate
Deferrable Interest Notes Due December 2034

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

* Class Description: $20,000,000 Class D-1 Floating Rate
Deferrable Interest Notes Due December 2034

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

* Class Description: $10,000,000 Class D-2 Fixed Rate
Deferrable Interest Notes Due December 2034

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

* Class Description: $6,000,000 Class E Floating Rate
Deferrable Interest Notes Due December 2034

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

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


GENERAL MOTORS: Resumes Pay Hikes for Salaried Employees in 2008
----------------------------------------------------------------
General Motors Corp. and Ford Motor Co. will resume salary
increases of white-collared employees in 2008, various reports
say.

As reported in the Troubled Company Reporter on Feb. 13, 2006,
GM unveiled new actions to support its ongoing North American
turnaround plan.  The new actions are expected to generate
savings, stem losses, reduce costs and business risks, and further
enhance GM's financial flexibility.  A major part of the
turnaround plan is for GM Chairman and CEO Rick Wagoner and other
senior officers and directors to take pay cuts and for the company
to slash its cash dividends.

GM spokeswoman Brenda Rios confirmed that GM has consented to
dipping into the merit fund to give out to workers as salary
raises in the first half of 2008, Sharon Terlep of The Detroit
News reports.  Although, the automaker hasn't disclosed how much
it will release to each worker.

The Detroit News relates that after discontinuing pay hikes in
2007, Ford announced that its white-collared workers will get 2.7%
wage increases based on business conditions and employee
performance in April.

Ford is also mulling shelling out annual bonuses to 54,000 United
Auto Workers union workers in 2008 as promised, Staff writer Sarah
A. Webster of the Free Press relates.

In 2006, GM and Ford, the Detroit News says, offered wage hikes
while Chrysler LLC didn't.  Although, this year, Chrysler did,
while GM and Ford didn't.  Chrysler spokesman Kevin McCormick says
he is not sure if the carmaker will have pay increases next year.

                           About Ford

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                             About GM

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

                         *     *     *

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

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


GENERAL MOTORS: Sells 1 Million Vehicles in China in One Year
-------------------------------------------------------------
General Motors Corp. became the first global automaker to sell 1
million vehicles in China in a single year today when GM China
Group President and Managing Director Kevin Wale handed the keys
to a Buick Park Avenue to Mr. Zhang Jianping at Shanghai GM's
corporate showroom in Shanghai.

"Becoming the first global manufacturer to sell 1 million vehicles
in China is a demonstration of the strength of our product, our
people and our partnerships," GM Chairman and CEO Rick Wagoner
said.  "China is a very important market, and we're extremely
proud of the contribution we have been able to make to the growth
and development of its automotive industry.  It's been an
extremely beneficial relationship for both sides."

GM sales in China first surpassed 100,000 units annually back in
2002.  Since then, GM sales have enjoyed steady growth, topping
500,000 annual sales in 2005, thanks to its growing lineup of
brands and vehicles.  The milestone million mark featured GM's
best-known and strongest brand in China, Buick.

"I'm extremely honored to be the one millionth customer in 2007
for General Motors," Mr. Zhang said.  "This is my second Buick and
I appreciate the performance, safety and durability of Buick.  In
addition, I was very satisfied with the fuel economy of my first
car.  After comparing other products in the premium segment for my
next car, it made perfect sense to choose the Park Avenue."

"From day one, GM and our partners have been committed to
continually rolling out new and upgraded models, with specific
engineering done in China for China to satisfy the needs of
Chinese vehicle buyers across the country," Mr. Wagoner added.

This year, GM and its joint venture partners have begun offering
several new products, including the Cadillac SLS luxury business
sedan, Buick Park Avenue premium sedan, Chevrolet Captiva SUV,
all-new Chevrolet Epica intermediate sedan and Wuling Hong Tu
minivan.

According to Wagoner, reaching the new sales mark in 2007 is
especially significant as it is taking place in a year in which GM
has celebrated several milestones in China.  Both Shanghai GM, the
automaker's flagship manufacturing joint venture, and the Pan Asia
Technical Automotive Center (PATAC), GM's engineering and design
joint venture with Shanghai Automotive Industry Corporation
(SAIC), marked their 10th anniversaries earlier this year.  SAIC-
GM-Wuling, GM's mini-vehicle joint venture, also celebrated its
fifth anniversary.


                             About GM

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

                         *     *     *

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

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


GMAC LLC: Moody's Cuts Senior Unsecured Debt Rating to Ba3
----------------------------------------------------------
Moody's Investors Service downgraded GMAC LLC's senior unsecured
debt rating to Ba3 from Ba2.  This action concludes Moody's review
of GMAC's ratings, initiated on Nov. 26, 2007.   GMAC subsidiary
Residential Capital LLC's ratings were not affected by the GMAC
rating action.  The rating outlook for both GMAC and ResCap is
negative.

The downgrade equalizes the GMAC and ResCap ratings, reflecting
Moody's view that, in the near-term, GMAC is likely to use its
capital resources to support ResCap through its operating and
funding difficulties in a manner that could compromise GMAC's
stand-alone credit profile.  It has been Moody's position that any
use of GMAC's stand-alone capital in support of ResCap that is not
backed in equal measure by explicit support from GMAC's owners
would result in an equalization of the ResCap and GMAC ratings.
Moody's has come to believe that such support from GMAC is now
likely.

During 2007, ResCap has been challenged by adverse performance in
its subprime mortgage business, resulting in large mark-to-market
charges and loss provisions, operating losses and capital
shortfalls.  Moody's believes GMAC and its owners are committed to
maintaining ResCap's capital at sufficient levels for it to
comfortably remain in compliance with a $5.4 billion minimum
tangible net worth covenant in its bank credit agreements.  As a
priority, Moody's believes GMAC support for ResCap would be
designed to ensure ResCap's continued compliance with this
covenant.

Moody's analyst Mr. Mark Wasden said that "GMAC began 2007 in a
highly leveraged position on a stand-alone basis, and despite
modest capital generation during the year, remains highly
leveraged versus peers; as such, the firm has no capacity to
provide un-backed support to ResCap without compromising its
rating profile."

Moody's believes that GMAC's auto finance and insurance businesses
have strong ongoing strategic importance to GM.  GM is unlikely to
consent to GMAC support of ResCap that reaches such a magnitude
and manner as to challenge GMAC's own stand-alone business
viability.  This therefore suggests that GMAC's ratings will move
in tandem with ResCap's ratings until the point that ResCap
suffers severe setbacks that would constrain GMAC's auto finance
operations were GMAC to continue to provide support.  At that
point the ratings could again be separated, Moody's said.

Affected GMAC ratings include:

  -- Senior Unsecured: to Ba3 from Ba2
  -- Long-Term Issuer: to Ba3 from Ba2
  -- Senior Unsecured Shelf: to (P)Ba3 from (P)Ba2
  -- Preferred Stock: to B3 from B1

Detroit-based GMAC LLC provides retail and wholesale auto
financing, auto extended warranty and insurance products, and
residential mortgage finance through wholly-owned subsidiary
Residential Capital, LLC.  GMAC reported a consolidated nine-month
net loss of $1.6 billion.


GREENBRIAR CLO: Moody's Assigns Ba2 Rating on $40 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Greenbriar CLO, Ltd.:

(1) Aaa to the $730,000,000 Class A Floating Rate Senior
    Secured Extendable Notes Due 2021;

(2) Aa2 to the $60,000,000 Class B Floating Rate Senior
    Secured Extendable Notes Due 2021;

(3) A2 to the $50,000,000 Class C Floating Rate Senior
    Secured Deferrable Interest Extendable Notes Due 2021;

(4) Baa2 to the $40,000,000 Class D Floating Rate Senior
    Secured Deferrable Interest Extendable Notes Due 2021; and

(5) Ba2 to the $40,000,000 Class E Floating Rate Senior
    Secured Deferrable Interest Extendable Notes Due 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 Loans, High-Yield
Bonds, Structured Finance Obligations and Synthetic Securities due
to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Highland Capital Management L.P. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


IDAHO HEALTH: S&P Cuts Rating on Revenue Bonds to BB from BBB-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
to 'BB' from 'BBB-' on Idaho Health Facilities Authority's
hospital revenue bonds, issued for Portneuf Medical Center located
in Pocatello.  The outlook is stable.

"Since Portneuf was formed in 2002, with the consolidation of
Bannock Regional Medical Center and its chief competitor,
Pocatello Regional Medical Center, consolidation issues have
prevented the organization from realizing many of the benefits of
coming together," said Standard & Poor's credit analyst
Ms. Geraldine Poon.  "As a result, Portneuf has been unable to
stabilize operating performance and has made little progress on
its master facility plan, which is key to benefiting from the
consolidation," she added.  "Operating losses have accelerated in
unaudited fiscal 2007 due in large part to volume declines, which
have resulted in a revenue drop."

The organizational structure is currently under discussion, as the
county commissioners are analyzing Portneuf's proposal for 501c(3)
status because Portneuf, as a county-owned entity, requires two-
thirds voter approval to issue bonds.  It is not clear how long
this decision-making process will take, but it could result in
additional debt of up to $150 million (because Portneuf, as a
501c(3) could issue bonds), which would materially deteriorate the
balance sheet.


IMAX CORP: Limited Liquidity Cues S&P to Affirm CCC+ Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on IMAX
Corp. to stable from positive.  S&P also affirmed the ratings on
the company, including the 'CCC+' corporate credit rating.

"The outlook revision reflects our expectation that crucial
elements of an upgrade scenario may take longer to materialize,"
explained Standard & Poor's credit analyst Tulip Lim.  "Although
we believe there have been positive developments at the company
recently and that the revenue-sharing arrangements it has struck
with AMC Entertainment Inc. could improve recurring revenue and
visibility, the deployment of these systems will use up the
company's very limited liquid resources."

S&P also expects that the revenue-sharing business model will
require additional external funding for at least the next two
years.

S&P also lowered the rating on the $160 million unsecured notes
due 2010 to 'CCC' from 'CCC+' based on its expectation of
increased borrowings under the senior secured facility, which
would diminish recovery prospects of unsecured debt holders.

The rating reflects the modest size of the company's niche market
relative to its debt burden, weak discretionary cash flow,
uncertain implications of revenue-sharing arrangements, and
limited liquidity.  These concerns overshadow IMAX's position as a
specialized provider of giant-screen projection, camera, and sound
systems; the recurring revenue provided by the installed base of
296 IMAX theater systems; and a measure of near-term revenue
visibility provided by the company's backlog of pending system
installations.


IMC HOME: Delinquent Loans Prompt S&P to Cut Ratings to B
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B home equity loan pass-through certificates from IMC Home Equity
Loan Trust 1998-5 to 'B' from 'BBB-'.  In addition, S&P affirmed
its ratings on the remaining classes from the transaction.

The downgrade reflects realized losses that have exceeded monthly
excess interest cash flow, thereby reducing overcollateralization
to $1,224,009 versus a target amount of $2,500,000.  This is the
lowest level for the deal in both an absolute dollar value and as
a percentage of its target since it reached its initial O/C target
in October 1999.  Six- and 12-month average losses have increased
to $132,316 and $109,491, respectively, from $100,557 and $97,229
over the past two months.

There are sizeable loan amounts that are severely delinquent
(90-plus-days, foreclosures, and REOs), which suggests that the
unfavorable performance trends are likely to continue.  Severe
delinquencies amount to $4.869 million, which is 21.24% of the
current pool balance.  As of the November 2007 remittance report,
cumulative realized losses were $33,816,157, which is 6.76% of the
original pool balance.

The affirmations reflect a level of credit support that is
sufficient to maintain the current ratings.

Subordination, O/C, and excess interest cash flow provide credit
support for this transaction.  The underlying collateral for the
transaction is mostlyfixed-rate, first-lien mortgages on one- to
four-family residential properties.

                        Rating Lowered

              IMC Home Equity Loan Trust 1998-5
          Home equity loan pass-through certificates

                                          Rating
                                          ------

         Series        Class       To              From
         ------        -----       --              ----

         1998-5        B           B               BBB-

                       Ratings Affirmed

              IMC Home Equity Loan Trust 1998-5
          Home equity loan pass-through certificates

            Series        Class             Rating
            ------        -----             ------

            1998-5        A-5, A-6           AAA
            1998-5        M-1                AA
            1998-5        M-2                A


INDUSTRIAS UNIDAS: S&P Holds B Ratings with Negative Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Mexico
City-based Industrias Unidas S.A. de C.V. to negative from stable.
At the same time, S&P affirmed its 'B' corporate credit and senior
unsecured ratings on IUSA.

The rating action follows the release of IUSA's third-quarter
earnings, which were below S&P's expectations.  The negative
outlook reflects the uncertainty and challenges from the downturn
in IUSA's end markets, particularly in the U.S.  The ratings could
be lowered if IUSA's liquidity weakens and/or its key financial
ratios fail to improve.

The rating on IUSA reflects the inherent cyclicality of the
construction industry, commodity price volatility, competitive
pressure on core products and markets, low operational margins,
and high leverage relative to operating cash flow generation.
These factors are partially offset by the company's leading market
positions in Mexico and the U.S., its diversified product mix, and
some geographic diversification in the manufacturing and
distribution of copper tubing, copper-alloy products, valves,
controls, watt-hour meters, wire and cable, and electrical
devices.  The ratings are also based on S&P's expectation that
IUSA will continue to follow a disciplined commercial strategy and
increase its offering of value-added products, as well as its
liquidity access.

"The negative outlook mainly reflects the uncertainty and
challenges from the downturn IUSA's end markets, particularly in
the U.S," said Standard & Poor's credit analyst Mr. Jose
Coballasi.  The ratings could be lowered if IUSA's liquidity
weakens and/or its key financial ratios fail to improve.  The
outlook could revert to stable if IUSA's strategies start
generating steady free operating cash flow that allows its key
financial ratios to improve.


INTERFACE INC: Earns $8.6 Million in Third Quarter Ended Sept. 30
-----------------------------------------------------------------
Interface Inc. reported net income of $8.6 million in the third
quarter ended Sept. 30, 2007, compared with net income of
$9.1 million in the 2006 third quarter.

Sales for the third quarter of 2007 increased 19.3% to
$279.5 million from sales of $234.2 million in the year ago
period.  The company sold its fabrics division in July 2007, and
therefore the financial statements for the third quarter of 2007,
and all other periods presented, now reflect the fabrics division
as discontinued operations.

Operating income for the third quarter of 2007 increased 36.1% to
$34.8 million, or 12.4% of sales.  This compares with operating
income of $25.5 million, or 10.9% of sales, in the third quarter
of last year.

Income from continuing operations was $15.2 million in the 2007
third quarter, compared with income from continuing operations of
$9.5 million in the third quarter of 2006.  The results for the
third quarter 2007 included expenses on an after-tax basis of
$700,000 for premiums paid in connection with the redemption of
the company's 7.3% Senior Notes, versus $100,000 on an after-tax
basis for premiums paid on repurchases of those notes in the prior
year period.

"We are very pleased with our performance during the third quarter
of 2007, in which we saw strong growth in revenue and record
levels in operating margin and income from continuing operations,"
said Daniel T. Hendrix, president and chief executive officer.
"Driven by the continuing strength of the corporate office market
and our segmentation strategy, our modular business continued its
strong performance in the period, as revenues grew more than 20%
to record levels across each of our key geographic regions of the
Americas, Europe and Asia-Pacific."

Patrick C. Lynch, Senior Vice President and Chief Financial
Officer, commented, "We are extremely pleased with the results of
the quarter, particularly with respect to our modular carpet
segment.  Sales in that segment increased 25.5% year-over-year
with its operating income increasing 44.9%.

In our Bentley Prince Street segment, overall revenues were
modestly lower compared with the third quarter of 2006.  However,
the modular component within the Bentley Prince Street segment had
strong sales growth, which was in-line with the demand we are
seeing in our modular carpet segment and indicative of the shift
we have seen in the broader market to modular solutions.

"We reported operating income of $1.3 million in the Bentley
Prince Street segment, which is down from the prior year period
primarily as a result of the investment we are making in the
installation of a new carpet tile backing line at the plant.
During the quarter, we also continued to improve our balance sheet
with the reduction of outstanding debt by $81 million, mostly due
to our redemption of the outstanding 7.3% Senior Notes."

For the first nine months of 2007, sales were $787.9 million,
compared with $655.5 million for the same period a year ago, an
increase of 20.2%.  Operating income for the 2007 nine-month
period was $90.0 million, versus operating income of $69.7 million
for the comparable 2006 nine-month period.

Income from continuing operations was $37.6 million in the 2007
nine-month period, compared with income from continuing operations
of $23.4 million in the same period a year ago.  Including results
of discontinued operations, the company recorded a net loss for
the first nine months of 2007 of $31.1 million, compared with a
net loss of $2.1 million for the 2006 first nine months.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$823.3 million in total assets, $560.4 million in total
liabilities, and $6.8 million in minority interest, resulting in a
$256.1 million total stockholders' deficit.

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?2694

                       About Interface Inc.

Headquartered in Atlanta, Georgia, Interface Inc. (NASDAQ: IFSIA)
-- http://www.interfaceinc.com/-- is a manufacturer of modular
carpets, which it markets under the InterfaceFLOR, FLOR, Heuga and
Bentley Prince Street brands, and, through its Bentley Prince
Street brand.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services raised Interface Inc.'s
corporate credit rating to 'B+' from 'B', and the ratings were
removed from CreditWatch, where they placed with positive
implications on June 22, 2007.  The outlook is stable.


IZATYS GROUP: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Izatys Group, L.L.C.
        40005-85th Avenue
        Onamia, MN 56359

Bankruptcy Case No.: 07-34936

Type of Business: The Debtor owns and manages a recreational
                  resort.  See http://www.izatys.com

Chapter 11 Petition Date: December 21, 2007

Court: District of Minnesota (St Paul)

Judge: Nancy C. Dreher

Debtor's Counsel: Douglas W. Kassebaum, Esq.
                  Fredrikson & Byron, P.A.
                  200 South Sixth Street, Suite 4000
                  Minneapolis, MN 55402
                  Tel: (612) 492-7292

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sysco Food Services of         goods and/or          $8,393
Minnesota                      services
2400 County Road J
Saint Paul, MN 55112

Garrison Disposal Co., Inc     goods and/or          $8,341
36091 400th Avenue             services
Aitkin, MN 56431

Rohlfing                       goods and/or          $7,790
923 Wright Street              services
Brainerd, MN 56401

Turfwerks                      goods and/or          $7,541
                               services


JP MORGAN MORTGAGE: Fitch Puts BB Rating on $18 Mil. Certs.
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on the J.P. Morgan
Mortgage Acquisition Corp. mortgage pass-through certificates.
Affirmations total $1.6 billion and downgrades total
$157.3 million.  In addition $20.3 million is placed on Rating
Watch Negative.  Break Loss percentages and Loss Coverage Ratios
for each class is included with these rating actions:

                       Series 2005-FLD1

  -- $121.5 million class A affirmed at 'AAA' (BL: 74.71, LCR:
     4.90);

  -- $41.4 million class M-1 affirmed at 'AA+' (BL: 63.56, LCR:
     4.17);

  -- $38.3 million class M-2 affirmed at 'AA' (BL: 53.26, LCR:
     3.49);

  -- $22.8 million class M-3 affirmed at 'AA-' (BL: 47.08, LCR:
     3.09);

  -- $20.7 million class M-4 affirmed at 'A+' (BL: 41.09, LCR:
     2.70);

  -- $18 million class M-5 affirmed at 'A' (BL: 36.29, LCR:
     2.38);

  -- $18 million class M-6 affirmed at 'A-' (BL: 31.39, LCR:
     2.06);

  -- $15.4 million class M-7 affirmed at 'BBB+' (BL: 27.13,
     LCR: 1.78);

  -- $15.4 million class M-8 affirmed at 'BBB' (BL: 22.94, LCR:
     1.50);

  -- $12.7 million class M-9 affirmed at 'BBB-' (BL: 19.57,
     LCR: 1.28);

  -- $11.7 million class M-10 affirmed at 'BB+' (BL: 17.10,
     LCR: 1.12).

                         Deal Summary

  -- Originators: Fieldstone Mortgage Company (100%);
  -- 60+ day Delinquency: 27.35%;
  -- Realized Losses to date (% of Original Balance): 1.32%;
  -- Expected Remaining Losses (% of Current Balance): 15.25%;
  -- Cumulative Expected Losses (% of Original Balance): 6.65%.

                         Series 2005-OPT1

  -- $135.3 million class A affirmed at 'AAA' (BL: 78.99, LCR:
     5.47);

  -- $60.4 million class M1 affirmed at 'AA+' (BL: 63.56, LCR:
     4.40);

  -- $46.8 million class M2 affirmed at 'AA' (BL: 53.52, LCR:
     3.70);

  -- $29.4 million class M3 affirmed at 'AA-' (BL: 47.17, LCR:
     3.26);

  -- $27.1 million class M4 affirmed at 'A+' (BL: 41.01, LCR:
     2.84);

  -- $24.9 million class M5 affirmed at 'A' (BL: 22.51, LCR:
     1.56);

  -- $23.4 million class M6 downgraded to 'BBB+' from 'A-' (BL:
     19.37, LCR: 1.34);

  -- $21.1 million class M7 downgraded to 'BBB-' from 'BBB+'
     (BL: 16.72, LCR: 1.16);

  -- $18.8 million class M8 downgraded to 'BB' from 'BBB' (BL:
     14.42, LCR: 1.00);

  -- $15.1 million class M9 downgraded to 'B' from 'BBB-' (BL:
     12.60, LCR: 0.87);

  -- $15.1 million class M10 downgraded to 'B' from 'BB+' (BL:
     11.42, LCR: 0.79).

                          Deal Summary

  -- Originators: Option One (100%);
  -- 60+ day Delinquency: 26.81%;
  -- Realized Losses to date (% of Original Balance): 0.86%;
  -- Expected Remaining Losses (% of Current Balance): 14.45%;
  -- Cumulative Expected Losses (% of Original Balance): 5.31%.

                        Series 2005-OPT2

  -- $316 million class A affirmed at 'AAA' (BL: 47.41, LCR:
     3.97);
  -- $34.3 million class M1 affirmed at 'AA+' (BL: 40.87, LCR:
     3.42);
  -- $31.4 million class M2 affirmed at 'AA' (BL: 35.12, LCR:
     2.94);
  -- $19.8 million class M3 affirmed at 'AA-' (BL: 31.47, LCR:
     2.63);
  -- $16.4 million class M4 affirmed at 'A+' (BL: 28.43, LCR:
     2.38);
  -- $15.4 million class M5 affirmed at 'A' (BL: 25.55, LCR:
     2.14);
  -- $14 million class M6 affirmed at 'A-' (BL: 22.87, LCR:
     1.91);
  -- $13.5 million class M7 affirmed at 'BBB+' (BL: 20.18, LCR:
     1.69);
  -- $11.6 million class M8 affirmed at 'BBB' (BL: 16.11, LCR:
     1.35);
  -- $10.6 million class M9 affirmed at 'BBB-' (BL: 14.28, LCR:
     1.20);
  -- $10.6 million class M10 rated 'BB+' is placed on Rating
     Watch Negative (BL: 12.97, LCR: 1.09);
  -- $9.6 million class M11 rated 'BB' is placed on Rating
     Watch Negative (BL: 12.15, LCR: 1.02).

                          Deal Summary

  -- Originators: Option One (100%);
  -- 60+ day Delinquency: 15.11%;
  -- Realized Losses to date (% of Original Balance): 0.71%;
  -- Expected Remaining Losses (% of Current Balance): 11.94%;
  -- Cumulative Expected Losses (% of Original Balance): 7.43%.

                        Series 2005-WMC1

  -- $261.9 million class A affirmed at 'AAA' (BL: 64.11, LCR:
     3.42);

  -- $55.7 million class M1 affirmed at 'AA+' (BL: 54.85, LCR:
     2.92);

  -- $49.9 million class M2 affirmed at 'AA' (BL: 46.13, LCR:
     2.46);

  -- $29.6 million class M3 affirmed at 'AA-' (BL: 41.24, LCR:
     2.20);

  -- $26.7 million class M4 affirmed at 'A+' (BL: 36.75, LCR:
     1.96);

  -- $25.3 million class M5 affirmed at 'A' (BL: 32.50, LCR:
     1.73);

  -- $23.1 million class M6 affirmed at 'A-' (BL: 28.56, LCR:
     1.52);

  -- $20.9 million class M7 affirmed at 'BBB+' (BL: 24.91, LCR:
     1.33);

  -- $18 million class M8 downgraded to 'BBB-' from 'BBB' (BL:
     21.79, LCR: 1.16);

  -- $18 million class M9 downgraded to 'BB' from 'BBB-' (BL:
     18.65, LCR: 0.99);

  -- $13.7 million class M10 downgraded to 'B' from 'BB+' (BL:
     16.36, LCR: 0.87);

  -- $13.7 million class M11 downgraded to 'B' from 'BB' (BL:
     14.68, LCR: 0.78).

                          Deal Summary

  -- Originators: WMC Mortgage (100%);
  -- 60+ day Delinquency: 28.83%;
  -- Realized Losses to date (% of Original Balance): 2.00%;
  -- Expected Remaining Losses (% of Current Balance): 18.76%;
  -- Cumulative Expected Losses (% of Original Balance): 9.75%.


JP MORGAN MORTGAGE: Fitch Holds Low-B Ratings on Three Certs.
-------------------------------------------------------------
Fitch Ratings affirmed JP Morgan Commercial Mortgage Finance
Corp., commercial mortgage pass-through certificates, series 2000-
C10:

  -- $434.3 million class A-2 at 'AAA';
  -- Interest only class X at 'AAA';
  -- $31.4 million class B at 'AAA';
  -- $29.5 million class C at 'AAA';
  -- $9.2 million class D at 'AAA';
  -- $23.1 million class E at 'AAA';
  -- $10.2 million class F at 'AAA';
  -- $14.8 million class G at 'A';
  -- $14.8 million class H at 'BBB-';
  -- $7.4 million class J 'at BB-';
  -- $5.5 million class K at 'B+';
  -- $ 7.4 million class L at 'B-'.

The $1.4 million class M remains at 'C/DR5'.  Fitch does not rate
the $1.5 million class Q.  Class A1 has been repaid in full.

The affirmations are a result of stable pool performance, limited
pay down (0.4%), and the additional defeasance of three loans
(5.3%) since Fitch's last rating action.  As of the December 2007
distribution date, the transaction's aggregate principal balance
has been reduced 20.3% to $589.7 million from $740.1 million at
issuance.  In total, 47 loans (44.7%) have defeased.  There are no
delinquent or specially serviced loans.

There are no loan maturities or anticipated repayment dates in
2008 and 40 non-defeased loans (37.8% of the pool) mature or have
ARDs in 2009.  Interest rates on the non-defeased loans range from
7.570% to 9.875% with a weighted average coupon of 8.34%.  Of the
96 remaining non-defeased loans, 86 (91.8%) reported year-end 2006
financials with a weighted average debt service coverage ratio of
1.43 times (x).


KNIGHTSBRIDGE CLO: Moody's Puts Ba2 Rating on $22 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Knightsbridge CLO 2007-1 Limited:

(1) Aaa to the $316,300,000 Class A-1 Senior Secured
    Floating Rate Notes, Due 2022;

(2) Aa1 to the $20,000,000 Class A-2 Senior Secured
    Floating Rate Notes Due 2022;

(3) Aa2 to the $30,000,000 Class B Senior Secured Floating
    Rate Notes, Due 2022;

(4) A2 to the $35,000,000 Class C Senior Secured
    Deferrable Floating Rate Notes, Due 2022;

(5) Baa2 to the $22,000,000 Class D Secured Deferrable
    Floating Rate Notes, Due 2022; and

(6) Ba2 to the $22,000,000 Class E Secured Deferrable
    Floating Rate Notes, Due 2022.

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 middle
market loans due to defaults, the transaction's legal structure
and the characteristics of the underlying assets.

DB MidMarket Capital will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


KNOLLWOOD CDO: Moody's Lowers Rating on $16.5 Mil. Notes to Ba3
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Knollwood
CDO Ltd. on review for possible downgrade:

* Class Description: $54,000,000 Class A-2 Second Priority
Senior Secured Floating Rate Notes Due 2039

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

* Class Description: $30,000,000 Class B Third Priority
Senior Secured Floating Rate Notes Due 2039

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

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

* Class Description: $16,500,000 Class C Mezzanine Secured
Floating Rate Notes Due 2039

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

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


LEVITT AND SONS: Submits DIP Financing Term Sheet with Wachovia
---------------------------------------------------------------
Levitt and Sons LLC, Levitt and Sons of Cherokee County LLC,
Levitt and Sons of Hall County LLC, Levitt and Sons of Paulding
County LLC, Levitt and Sons of Horry County LLC, Levitt and
Sons of Manatee County LLC, and Levitt and Sons at World Golf
Village LLC -- the Borrowers, except LAS -- delivered to the
United States Bankrupty Court for the Southern District of Florida
a term sheet for debtor-in-possession credit facility with
Wachovia Bank, National Association.

Jordi Guso, Esq., at Berger Singerman, P.A., in Miami, Florida,
relates that Wachovia has made prepetition loans to the Borrowers
and LAS, which loans are presently secured by perfected first
priority liens on, and security interests in, certain residential
construction projects.  According to him, the prepetition
indebtedness owing under the Wachovia Loans presently exceeds the
fair market value of the Wachovia Projects, resulting in the
absence of any equity in the Wachovia Projects for the Borrowers.

Wachovia believes that there exists some possibility for
enhancement of the value of the Wachovia Projects, for the
benefit of the Borrowers' bankruptcy estates, through, among
other things, DIP financing, which would facilitate the
completion and sale of homes in the Wachovia Projects.

The salient terms of the DIP Term Sheet are:

   (a) The Credit Facility will consist of a DIP revolving line
       of credit in a maximum principal amount not exceeding
       $3,500,000; provided that upon the mutual agreement
       of Wachovia and the Borrowers, the principal amount may be
       increased to not more than $10,000,000, without further
       Court approval.

   (b) Wachovia, or a designated affiliate, as Lender, will be
       entitled to sell participating interests in the Credit
       Facility contemplated, but will at all times remain the
       "lead" lender under the Loan Documents and retain all
       servicing obligations with respect to the Credit Facility,
       as well as all obligations to the Borrowers.  In the event
       that Lender will at any time cease to serve as lead lender
       under the Credit Facility, the then unfunded balance of an
       "Admin Cap" and a certain guaranteed amount will be
       immediately due and payable by Wachovia.

   (c) Interest accruing on the outstanding principal balance of
       the Credit Facility will be due and payable monthly in
       arrears, with principal due and payable in full at
       maturity.

   (d) Subject to Wachovia's obligation to fund the Admin Cap and
       the Guaranteed Amount, all advances under the Credit
       Facility will be made in the absolute discretion of
       Lender, subject to any requirements or limitations imposed
       by court order.

   (e) Simple interest will be calculated on the basis of a 360-
       day year at a variable rate equal to the 30-day LIBOR plus
       350 basis points.

   (f) An amount equal to 300 basis points of the Credit Facility
       amount, due and payable at closing.

   (g) A $7,500 monthly fee will be payable to Wachovia.

   (h) Proceeds of the Credit Facility will be available
       exclusively or the purpose of funding costs and expenses
       related to the Debtors' Chapter 11 cases, the Credit
       Facility and the Wachovia Projects as Wachovia may elect
       in its sole discretion.  Wachovia agrees that the payment
       of the Admin Cap and Guaranteed Amount is not
       discretionary.

   (i) Subject to lender's general termination rights, the
       Credit Facility will expire and terminate on the earlier
       to occur of (a) the date which is 23 months after
       commencement of the Credit Facility, or (b) the earlier of
       30 days after entry of an interim order, if a final order
       authorizing the Credit Facility has not been entered by
       the Court before the expiration of the 30-day period, or
       the date of dismissal or conversion of the Debtors'
       Chapter 11 cases with respect to the Borrowers pursuant
       to an order entered by the Court.

   (j) Subject to Wachovia's discretion, and so long as no
       default will exist under the Loan Documents, availability
       under the Credit Facility will be guaranteed until the
       time as not less than 80 of the houses located within the
       Wachovia Projects have been completed or sold.  The Lender
       will then be entitled to terminate the Credit Facility at
       any time upon one week's written notice to the Borrowers.

   (k) Subject to the presentation of the DIP Term Sheet on
       Dec. 19, 2007, and the agreement of the Debtors and
       the Official Committee of Unsecured Creditors to forbear
       from prosecuting the Debtors' Abandonment Motion in
       respect of the Wachovia Collateral pending the entry of an
       Interim Order, Wachovia will pay $125,000 to the Debtors.
       Thereafter, on the 10th day of each of the first seven
       calendar months following the closing of the Credit
       Facility, Wachovia will advance under the Credit Facility
       the sum of $125,000 to the attorneys trust account of
       Genovese Joblove & Battista P.A., counsel to the Creditors
       Committee, up to an aggregate of $875,000.

       Wachovia will have no obligation to fund, and the
       Collateral will be free from any charge for,
       administrative expense once the full amount of the Admin
       Cap has been funded by the Lender.

   (l) Wachovia will cause not less than $3,000,000 to be paid
       into the attorneys' trust account of Genovese for the
       benefit of unsecured creditors in addition to the Admin
       Cap.

   (m) The Loan Documents will establish a procedure for the sale
       of homes within the Wachovia Projects in the ordinary
       course of business, free and clear from all liens, claims
       or other rights of third parties.

   (n) Upon closing of the Credit Facility, Wachovia will be
       granted relief from the automatic stay, exercisable upon
       the expiration or earlier termination of the Credit
       Facility without need of any Court order or application.

Mr. Guso states that the Borrowers will retain the services of a
professional acceptable to Lender to manage and provide all
administrative functions of the Borrowers as the Chief
Administrator of the Borrowers.  The fees and expenses of the
Chief Administrator and other professionals or service providers
will be funded by the Lender through advances under the Credit
Facility.

With respect to all proceeds received by the Lender as a result
of any liquidation of the Wachovia Projects to a third party
purchaser, which is not an affiliate of Lender, Mr. Guso states
that these will be applied:

   * brokerage commissions, legal fees and other reasonable and
     customary closing costs payable to third parties not
     affiliated with any Debtor, which costs may not include
     prepetition liens and may not, in the aggregate, exceed 8%
     of the gross sale price of the property being sold;

   * all net sale proceeds will be applied to any then-
     outstanding indebtedness owing to the Lender under the
     Credit Facility and junior lien holders or unsecured
     creditors, until such time as Wachovia has been paid in
     full;

   * upon satisfaction of all payments, all excess Net Sale
     Proceeds will be divided equally between Wachovia and the
     bankruptcy estates of the Borrowers.

Certain conditions apply precedent to closing and advances.

A full-text copy of the Wachovia DIP Term Sheet is available for
free at http://researcharchives.com/t/s?2696

As disclosed at the "first day hearings" in their Chapter 11
cases, the Debtors have been in discussions with their senior
lenders regarding the willingness to provide additional financing
to complete vertical construction necessary to complete sales of
homes, including homes that are currently under contract.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive plan filing period expires on March 8,
2008.


LEVITT AND SONS: Courts Okays Use of Cash on Hand Until Jan. 9
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida has authorized Levitt and Sons LLC and its debtor-
affiliates, on an interim basis, to use its Cash On Hand from
Nov. 9, 2007, through Jan. 9, 2008, the next scheduled hearing on
the matter.

The Debtors may use Cash On Hand to pay their ordinary and
necessary business expenses as set forth in a budget, provided
that the Debtors may exceed the line items in the Budget by no
more than 10%.

The Debtors will not pay any cost of "Shared Services" reflected
on the Budget, without prejudice to the right of Levitt Corp. to
request the allowance and payment of an administrative expense
claim for the cost of Shared Services, and any objection to a
request.

The Debtors will no use the proceeds of postpetition sales of any
property that is collateral of the Debtors' prepetition lenders,
absent the lenders' consent.

As adequate protection, each Lender is granted a replacement lien
on all postpetition property of the Debtors that is of the same
nature and type as each Lender's prepetition collateral.

Before the January 9 hearing, any Lender may seek to terminate
the Debtors' use of Cash Collateral on an emergency basis with
expedited notice to the Debtors.

All objections to the Motion not previously resolved are
overruled.

Objections to the entry of a final order granting the Motion will
be filed and served no later than two business days before the
January 9 hearing.

As reported in the Troubled Company Reporter on Dec. 7, 2007, the
Court gave interim authority to Levitt and Sons LLC and its
debtor-affiliates to use cash on hand from the date of bankruptcy
through the Dec. 19, 2007 hearing.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive plan filing period expires on March 8,
2008.


LEVITT AND SONS: Panel Asks Court to Reconsider Abandonment Orders
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Levitt and Sons
LLC and its debtor-affiliates' bankruptcy cases asks the United
States Bankrupty Court for the Southern District of Florida to
reconsider its Abandonment Orders consistent with the Creditors
Committee's concerns, including the preservation of certain rights
to protect the interests of the Debtors' estates and other
creditors.

The Creditors Committee does not want the Debtors' estates to be
prejudiced by the motion of Keybank National Association to have
the automatic stay lifted and the resulting state court actions
that will come from the KeyBank Motion, Paul J. Battista, Esq., at
Genovese Joblove & Battista P.A., in Miami, Florida, tells the
Hon. Raymond B. Ray.

The Debtors also filed motions for authority to abandon
properties of the estate subject to liens held by Bank of
America N.A., and Wachovia Bank N.A.  In the Abandonment
Motions, certain of the Debtors sought to abandon real estate to
BOA, or Wachovia, on the basis that BOA, or Wachovia, had a
mortgage lien on the assets, that the value of the assets in the
aggregate did not exceed the debt owed to BOA, or Wachovia, in
the aggregate, and that the continual maintenance of the
collateral was burdensome to the Debtors' estates.

The Court granted the BOA Abandonment Motion on November 29.  The
BOA Abandonment Motion only applied to the real estate that
constituted BOA's collateral under its loan documents.  BOA has
yet to file a motion for stay relief to address the balance of
its collateral, Mr. Battista notes.

Wachovia has also filed a motion seeking, among other things,
relief from the automatic stay to permit it to exercise all of
its statutory and contractual rights and remedies in and to the
real and personal property securing the obligations of certain
Debtors to Wachovia.

The Creditors Committee, while not objecting conceptually to the
abandonment to BOA, and Wachovia, of its collateral, has similar
concerns about the effect of the abandonment on the bankruptcy
cases of the Debtors, as it does with respect to KeyBank.

Based on the BOA Abandonment Order, the Creditors Committee
expects that BOA will commence state court foreclosure actions
against the collateral under its Loan Documents.  The Creditors
Committee anticipates that BOA will ultimately obtain unopposed
foreclosure judgments against the Debtors, although the other
lienholders may contest the foreclosure actions in the state
court, Mr. Battista says.

Mr. Battista tells the Court that the Creditors Committee simply
has not had sufficient time within which to conduct an
investigation into potential claims and causes of action against
KeyBank, BOA, and Wachovia.

In a separate filing, Eric and Jaynie Greenman points
out that the title company supporting KeyBank's Motion omitted
their residence, 5165 Jennings Trail, Brooksville, Florida, which
is on tract 151 of parcel 5, from the list of "less and except
tracts" within Parcel 5.  The Greenmans note that the title
company listed tract 167 twice.

The Greenmans therefore ask the Court to exclude their property
from KeyBank's Stay Motion to foreclose on the lots owned by
Levitt and Sons of Hernando Co. LLC, at Cascades in Hernando
County, Florida.

        Creditors Committee's Concerns re KeyBank Request

KeyBank National Association previously filed a motion to lift
the automatic stay to commence and proceed with state court
foreclosure and receivership actions against the assets of
certain of the Debtors that KeyBank asserts constitutes
collateral for its loans to the KeyBank Debtors.  The Keybank
Motion also addresses KeyBank's response to the Debtors' request
for authority to abandon estate property subject to a lien held
by KeyBank.

The Official Committee of Unsecured Creditors was not yet formed
when the Abandonment Motion and the KeyBank Motion were initially
filed, Mr. Battista states.  In fact, he says, the Court has
already entered an order granting the Abandonment Motion as it
relates to KeyBank.

Mr. Battista relates that the Creditors Committee understands the
Debtors' desire, among other things, to preserve their assets by
not expending carrying costs on the KeyBank collateral given the
Debtors' view that no equity exists in the collateral.

The Creditors Committee does not object conceptually to KeyBank
obtaining relief from the automatic stay, but has several
concerns about the extent and effect of the stay relief on the
Debtors' Chapter 11 cases.

The Creditors Committee believes that the order granting the
KeyBank Motion should be straightforward and only provide that
KeyBank is granted relief to pursue only those rights and
remedies available to KeyBank under its loan documents or
applicable non-bankruptcy law.  In addition, the Creditors
Committee anticipates that KeyBank either has or will shortly
commence state court foreclosure actions against the collateral
under its Loan Documents.  The panel anticipates that the Debtors
will not contest any state foreclosure actions.

Mr. Battista also notes that the Creditors Committee is
concerned, among other things, that the foreclosure judgments
that may be obtained by KeyBank in the state court proceedings
could have an adverse effect on the rights, claims and causes of
action that the Debtors' estates may have against KeyBank.
Specifically, the Creditors Committee is concerned that KeyBank
may attempt to obtain orders of the state court that confirm the
extent, validity or priority of the liens and claims, or the
amount of KeyBank's claims against the Debtors or any one of
them.

             KeyBank Objects to Reconsideration

Phillip M. Hudson, III, Esq., at Arnstein & Lehr LLP, in Miami,
Florida, representing KeyBank, notes that it has been almost
three weeks since the Creditors committee was appointed and the
order was entered.

Mr. Hudson argues that the Creditors Committee has had sufficient
time within which to conduct an investigation into potential
claims and causes of actions against KeyBank, and thus, should
know if the causes of actions even exist.

The Creditors Committee's request, if granted, would, in essence,
eliminate the purpose of the order granting the Debtors' KeyBank
Abandonment Motion and any subsequent foreclosure judgment
obtained by KeyBank, Mr. Hudson tells the Court.  In other words,
the language proposed by the Creditors Committee prevents KeyBank
from moving forward with its collateral as it would not be able
to transfer clear title in any of the Collateral.

KeyBank relates that it has proposed certain language that it
submits protects both parties' interests, but that the Creditors
Committee has not agreed.

         American Woodmark's Response to Wachovia Motions

The Debtors have filed a Motion for Authority to Abandon Property
of the Estate Subject to Liens Held by Wachovia Bank N.A.
Wachovia Bank also filed a Motion for Relief from the Automatic
Stay with respect to its collateral.

American Woodmark Corporation holds recorded mechanic's liens
arising under applicable non-bankruptcy law against certain
property of the Debtors' estates, including real property that is
the subject of the Wachovia Stay Motion and the Debtors' Wachovia
Abandonment Motion.  American Woodmark perfected its mechanic's
liens in accordance with Section 546(b) of the Bankruptcy Code on
Dec. 3, 2007.

American Woodmark does not object to the relief requested in the
Wachovia Stay Motion and the Wachovia Abandonment Motion,
however, it seeks that, to the extent the Court grants the relief
requested in the Motions, the Court preserve and not decide the
validity, extent or priority of any liens or interests any party
may have in the Wachovia Collateral.

         Cascades Transition Committee's Memorandum

Representing the Cascades at Sarasota Transition Committee, David
W. Langley, Esq., at David W. Langley P.A., in Plantation,
Florida, states that, a debtor-in-possession may not abandon
property in contravention of a state statute or regulation that
is reasonably designed to protect the public welfare from
identified hazards, citing Midlantic National Bank v. New Jersey
Department of Environmental Protection, 474 U.S. 494, 106 S. Ct.
755, 88 L. Ed. 859 (1986).  The Midlantic exception is designed
to protect legitimate state interest but is not limited to
environmental concerns, he notes.

Per Florida statutes, Levitt and Sons LLC must relinquish control
of the Cascades of Sarasota once occupancy reaches 90%.  If the
Debtor is permitted to abandon the Cascades at Sarasota
prematurely, abandonment would cause LAS to violate a statute
designed to further public safety and welfare, Mr. Langley notes.

As a lien holder foreclosing a real property, Wachovia has no
fiduciary obligations running to the homeowners or the
Homeowner's Association, Mr. Langley says.  The rights of the
homeowners and Homeowner's Association will be neglected, despite
the Florida legislature's clear intent to protect them, he adds.

The Transition Committee relates that now there is no security,
the utilities are not being paid, and the $7,000,000 clubhouse in
the development is not insured.  The Transition Committee is out
of funds and unable to provide the safety and security that
should be provided by the Debtor until the Association is turned
over to the homeowners, thereby allowing them to assess all
units.

Mr. Langley tells the Court that even if abandonment would not
result in a violation of state statute, a Court may not authorize
abandonment without formulating conditions that will adequately
protect the public welfare.

Mr. Langley contends that LAS must maintain the property until
control has been relinquished to the Transition Committee,
including maintaining insurance, adequate security and safety
necessities.  The Debtor's failure to maintain the development
clearly increases its exposure to liability, rather than
decrease, he says.  Unless the Debtor's estate is held
responsible for the Cascades at Sarasota maintenance and
insurance, LAS will be open to personal injury and breach of
contract liability for which it has no means to compensate, Mr.
Langley adds.

The Debtor's abandonment of the Cascades at Sarasota poses a
method of disposition, which subjects LAS to further liability
and, the Court must take appropriate steps to protect the rights
of the Cascades at Sarasota, Mr. Langley avers.

The Transition Committee asks the Court to deny the Debtor's
Wachovia Abandonment Motion, or in the alternative, grant the
Transition Committee's Motion for Turnover.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive plan filing period expires on March 8,
2008.


LIBERTY MEDIA: Fitch Maintains BB Ratings with Stable Outlook
-------------------------------------------------------------
Fitch Ratings has affirmed these ratings for Liberty Media LLC
and its subsidiary QVC Inc.:

                      Liberty Media LLC

  -- Issuer Default Rating (IDR) at 'BB';
  -- Senior unsecured debt at 'BB';

                          QVC Inc.

  -- IDR at 'BB';
  -- Bank Facility at 'BBB-';

The Rating Outlook has been revised to Stable from Negative.

The ratings continue to be supported by operating businesses
(predominantly QVC) which cover cash interest at approximately 3
times (x).  Despite some challenges over the last few quarters
(price of gold in the U.S., Japan regulation, and weak demand in
Germany), Fitch expects QVC to continue to produce margins
substantially greater than its retail peers and strong free cash
flow conversion.  Bondholder protection is further supported by
strong asset coverage metrics.  The company's existing portfolio
of public and private assets (worth approximately $40 billion at
Sept. 30, 2007) cover net debt over 4x and cover net debt and
deferred tax liabilities over 2x.  These public equity holdings
are generally liquid despite non-binding ties to exchangeable
debt, equity derivatives, and strategic plans.  Collars have
traditionally provided some stability in asset value however Fitch
does not expect Liberty to collar its eventual DirecTV holdings.

Rating concerns include the potential for significant deals and
shareholder friendly transactions (asset swaps, spin-offs, and
consolidations, etc.).  Fitch also recognizes that there are
limited covenants that could protect bondholders from the company
spinning-off other assets (Indenture has all or substantially all
language) similar to the Discovery spin-off in 2005.  Also, QVC's
recent slowed growth causes some concern from an operating
perspective, as does the potential for shareholder-friendly
activities to offset this slower growth as QVC and the Liberty
Interactive tracking stock were intended to isolate the faster
growing assets of Liberty.  While there continues to be some
uncertainty related to the company's ultimate portfolio
composition, Fitch recognizes that management has made progress on
its stated plans of simplifying the capital structure and
transitioning towards operating businesses rather than passive
equity stakes.

The revision of the outlook to stable reflects Fitch's belief that
given the strong asset coverage, the 'BB' rating category captures
many event risk scenarios including some potential structural
subordination concerns.

Fitch expects Liberty to use up its remaining net operating
carryover losses through 2007 and therefore should be close to
being a full cash tax payer in 2008 resulting in an additional
$100 million - $200 million in cash taxes.  The company disclosed
earlier this year that the IRS notified Liberty that it believes
the interest expense deductions on exchangeable debt is overstated
by using the comparable yield calculation (the interest that
Liberty would pay had it issued straight debt) versus the low
coupons used to calculate cash interest.   Fitch estimates that
total liability including interest and penalties could approximate
$1 billion, however this potential liability has always been
accounted for in Fitch's supplemental asset coverage calculations
that deduct for deferred tax liabilities.

Aside from its basket of marketable securities, Liberty's
liquidity is generally supported by $3.1 billion of cash and
equivalents and $1.35 billion of available QVC credit facilities
at Sept. 30, 2007.  The QVC facilities have delay draws through
year-end which Fitch expects the Company to use and should result
in pro forma availability of $500 million - $1 billion going
forward.  Despite the higher cash taxes, Fitch still expects the
Company to generate annual free cash flow in excess of $600
million going forward.  Covenants on the QVC facilities include a
4x maximum leverage covenant which also governs restricted
payments out of the subsidiary.  Liberty's indenture does not have
any meaningful covenant protection.


LONG BEACH MORTGAGE: Fitch Junks Rating on $37.5 Mil. Notes
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on Long Beach
mortgage pass-through certificates.  Affirmations total
$639.6 million and downgrades total $148.5 million.  In addition,
$4.9 million is placed on Rating Watch Negative.    Break Loss
percentages and Loss Coverage Ratios for each class is included
with these rating actions:

                Series 2005-WL1 Pool 1 & 2

-- $154.1 million class I/II-A affirmed at 'AAA' (BL: 90.91,
     LCR: 3.71);

-- $147.5 million class I/II-M1 affirmed at 'AA+' (BL: 70.55,
     LCR: 2.88);

-- $139.1 million class I/II-M2 affirmed at 'AA' (BL: 53.41,
     LCR: 2.18);

-- $40.3 million class I/II-M3 affirmed at 'AA-' (BL: 48.49,
     LCR: 1.98);

-- $65.4 million class I/II-M4 affirmed at 'A+' (BL: 40.50,
     LCR: 1.65);

-- $43.1 million class I/II-M5 affirmed at 'A' (BL: 35.19,
     LCR: 1.44);

-- $37.5 million class I/II-M6 downgraded to 'BBB' from 'BBB+'
    (BL: 30.46, LCR: 1.24);

-- $41.7 million class I/II-M7 downgraded to 'BB' from 'BBB-'
    (BL: 25.06, LCR: 1.02);

-- $61.2 million class I/II-M8, I/II-M9 remains at 'CCC', and
     assigned 'DR2';

-- $19.4 million class I/II-M10 remains at 'CCC', and assigned
    'DR1';

-- $27.8 million class I/II-B1 downgraded to 'CC/DR3' from
    'CCC';

-- $37.5 million class I/II-B2 downgraded to 'C/DR5' from
    'CCC'.

                        Deal Summary

  -- Originators: (100% Long Beach);
  -- 60+ day Delinquency: 34.68%;
  -- Realized Losses to date (% of Original Balance): 2.46%;
  -- Expected Remaining Losses (% of Current Balance): 24.51%;
  -- Cumulative Expected Losses (% of Original Balance): 9.74%.

                    Series 2005-WL1 Group 3

  -- $21.9 million class III-A affirmed at 'AAA' (BL: 70.59,
     LCR: 5.48);

  -- $11.8 million class III-M1 affirmed at 'AA+' (BL: 50.69,
     LCR: 3.93);

  -- $3.6 million class III-M2 affirmed at 'AA' (BL: 44.55,
     LCR: 3.46);

  -- $6.1 million class III-M3 affirmed at 'A+' (BL: 33.39,
     LCR: 2.59);

  -- $2.7 million class III-M4 affirmed at 'A' (BL: 28.73, LCR:
     2.23);

  -- $2.2 million class III-M5 affirmed at 'A-' (BL: 24.67,
     LCR: 1.91);

  -- $1.8 million class III-M6 affirmed at 'BBB+' (BL: 21.26,
     LCR: 1.65);

  -- $1.8 million class III-M7 rated 'BBB-', placed on Rating
     Watch Negative (BL: 17.71, LCR: 1.37);

  -- $1.8 million class III-M8 rated 'BB', placed on Rating
     Watch Negative (BL: 14.19, LCR: 1.1);

  -- $1.3 million class III-M9 rated 'BB-', placed on Rating
     Watch Negative (BL: 11.66, LCR: 0.91);

  -- $1.8 million class III-B1 downgraded to 'C/DR6' from 'B';

  -- $1.4 million class III-B2 downgraded to 'C/DR6' from
     'CCC';

  -- $0.8 million class III-B3 downgraded to 'C/DR6' from
     'CCC'.

                        Deal Summary

  -- Originators: (100% Long Beach);
  -- 60+ day Delinquency: 30.89%;
  -- Realized Losses to date (% of Original Balance): 1.62%;
  -- Expected Remaining Losses (% of Current Balance): 12.88%;
  -- Cumulative Expected Losses (% of Original Balance): 5.77%.


MAAX HOLDINGS: Caa3 Senior Note Rating Cut by Moody's to Ca
-----------------------------------------------------------
Moody's Investors Service downgraded MAAX Holdings Inc.'s
corporate family rating to Ca from Caa2, and its senior unsecured
discount notes to C from Caa3, and also downgraded MAAX
Corporation's senior subordinated notes to Ca from Caa3.   The
downgrades were prompted by MAAX Corporation's failure to make the
Dec. 15, 2007 interest payment on its 9.75% senior subordinated
notes due 2012.  MAAX Holdings has an SGL-4 speculative grade
liquidity rating.  The rating outlook is stable.

While the senior subordinated notes indenture provides a 30-day
grace period, which began on Dec. 15, 2007, before the failure to
pay interest constitutes an event of default, Moody's believes
MAAX has limited alternatives to secure funds to make this payment
or improve its overall liquidity position within the grace period.
Additionally, MAAX Corporation may breach the minimum adjusted
EBITDA covenant of $33 million under its credit agreement for the
12 months ended Nov. 30, 2007.  Unless waived by the company's
senior creditor, this event of default would lead to an
acceleration of payment demand.


Downgrades

- Issuer: MAAX Holdings, Inc.

  -- Corporate family rating to Ca from Caa2
  -- Probability of default rating to Ca from Caa2
  -- 11.57% senior unsecured discount notes due 2012 to C
     (LGD6, 93%) from Caa3

- Issuer: MAAX Corporation

  -- $150 million of 9.75% senior subordinated notes due 2012
     to Ca (LGD5, 73%) from Caa3

The previous rating action for MAAX was on Jan. 24, 2007, when
Moody's downgraded MAAX Holdings' corporate family rating to Caa2
from B3, its senior unsecured discount notes to Caa3 from Caa1,
and MAAX Corporation's senior subordinated notes to Caa3 from
Caa1.  MAAX Holdings' speculative grade liquidity rating was
lowered to SGL-4 from SGL-3 on June 21, 2006.

MAAX Holdings, Inc. headquartered in Quebec, Canada, is a
manufacturer of gel coated and acrylic bath and spa products. For
the LTM period ended Aug. 31, 2007, the company had revenues of
$420 million and had a net loss of $123 million.


MAGNA ENT: Inks Pacts to Sell Excess Real Estate for $28.7 Mil.
---------------------------------------------------------------
Magna Entertainment Corp. has entered into an agreement to sell
225 acres of excess real estate located in Ebreichsdorf, Austria
to a subsidiary of Magna International Inc. for use in its
automotive business for a purchase price of EUR20.0 million or
$28.7 million, subject to customary adjustments.  The closing of
the transaction is expected to occur during the first quarter of
2008 following the satisfaction of customary closing conditions
including obtaining all necessary regulatory approvals.  The net
proceeds received on closing will be used entirely to repay debt.

"This transaction is the first significant contracted asset sale
as contemplated by our previously announced debt elimination
plan," Blake Tohana, Executive Vice-President and Chief Financial
Officer of MEC, commented.  "We are continuing to pursue other
asset sale transactions and remain committed to our debt
elimination plan."

MEC's consideration of the transaction was supervised by the
Special Committee of MEC's board of directors, consisting of Jerry
D. Campbell (Chairman), Anthony Campbell and William J. Menear.
The transaction was approved by MEC's Board after a unanimous
recommendation of the Special Committee.

The transaction was also reviewed by MII's Corporate Governance
and Compensation Committee and subsequently approved by the
independent members of MII's Board based on the unanimous
recommendation of the Committee.

MEC also disclosed that it has entered into sale agreements, with
unrelated parties, for three parcels of excess real estate
comprising approximately 825 acres in Porter, New York.  The
expected total sale proceeds from these transactions are
$1.8 million.  These sale transactions are expected to be
completed on or about Dec. 28, 2007 and the net sale proceeds will
be used entirely to repay debt.

                    About Magna Entertainment

Based in Aurora, Ontario, Magna Entertainment Corp. (NASDAQ: MECA;
TSX: MEC.A) -- http://www.magnaentertainment.com/-- acquires,
develops, owns and operates horse racetracks and related pari-
mutuel wagering operations, including off-track betting
facilities.  MEC also develops, owns and operates casinos in
conjunction with its racetracks where permitted by law.  MEC owns
and operates AmTote International Inc., a provider of totalisator
services to the pari-mutuel industry, XpressBet(R), a national
Internet and telephone account wagering system, as well as
MagnaBet(TM) internationally.  Pursuant to joint ventures, MEC has
a 50% interest in HorseRacing TV(TM), a 24-hour horse racing
television network and TrackNet Media Group LLC, a content
management company formed for distribution of the full breadth of
MEC's horse racing content.

                      Going Concern Doubt

Chartered accountants, Ernst & Young LLP, expressed substantial
doubt about Magna Entertainment's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficiency.


MBIA INC: Company Rating Outlook Changed to Negative by Moody's
---------------------------------------------------------------
Following the release by MBIA yesterday of additional information
related to its CDO exposures, Moody's has received a number of
inquires from market participants about whether all the CDOs
detailed in that disclosure had been incorporated into the
analysis leading to Moody's recent rating action on MBIA.
Moody's would like to clarify that in its recent stress testing of
MBIA's mortgage-related risk, the rating agency included the CDOs
totaling $30.6 billion in net par that are detailed on MBIA's
website.  For those CDOs whose underlying collateral included ABS
CDOs, Moody's analysis included stressing the performance of the
"inner ABS CDO" collateral based on its specific composition.

On December 14th, Moody's affirmed MBIA's Aaa insurance financial
strength rating, but changed the company's rating outlook to
negative.


MERCURY CDO: Moody's Cuts Rating on $17 Mil. Notes to Ba2
---------------------------------------------------------
Moody's Investors Service downgraded this note issued by Mercury
CDO 2004-1, Ltd.:

* Class Description: $17,000,000 Class C Fourth Priority
Mezzanine Secured Floating Rate Notes

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

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of mortgage
backed securities and asset-backed collateral debt obligations.


MKP CBO: Moody's Cuts Baa3 Rating on $5 Mil. Note to B1
-------------------------------------------------------
Moody's Investors Service placed these notes issued by MKP CBO V,
LTD. on review for possible downgrade:

Class Description: $56,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due January 2046

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

Class Description: $10,500,000 Class C Mezzanine Secured
Deferrable Floating Rate Notes Due January 2046

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

Class Description: $7,000,000 Class D Mezzanine Secured Deferrable
Floating Rate Notes Due January 2046

  -- Prior Rating: A3
  -- Current Rating: A3, on review for possible downgrade

Class Description: $19,250,000 Class E Mezzanine Secured
Deferrable Floating Rate Notes Due January 2046

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

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

Class Description: $5,000,000 Class F Mezzanine Secured Deferrable
Floating Rate Notes Due January 2046

  -- Prior Rating: Baa3
  -- Current Rating: B1, on review for possible downgrade

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


MOBILE MINI: Earns $12.7 Million in Third Quarter Ended Sept. 30
----------------------------------------------------------------
Mobile Mini Inc. reported net income of $12.7 million for the
third quarter ended Sept. 30, 2007, which approximated last year's
net income of $12.9 million.  Total revenues increased 12.8% to
$83.5 million, up from $74.0 million a year ago.

Lease revenues increased 12.8% to $74.0 million from $65.6 million
last year. Earnings before interest expense, tax, depreciation
and amortization increased 4.2% to $32.9 million from
$31.6 million in the 2006 third quarter.

Operating margin was 32.6%, as compared to 36.7% during the 2006
third quarter.

These results include share-based compensation expenses under SFAS
123(R) of approximately $1.1 million before tax and $700,000 after
tax in the third quarter of 2007 and approximately $800,000 and
$500,000 after tax in the third quarter of 2006.

Steven Bunger, chairman, president & chief executive officer of
Mobile Mini, stated, "We are very pleased with the internal growth
rate and the increase in lease revenues we have achieved in the
third quarter and through the first nine months of the year.
Strong demand from our core industrial, retail and institutional
markets offset the slower growth in non-residential construction,
a sector which historically represents a larger part of our
competitors' business than ours.  At the same time, thanks to our
superior product line and customer service, supported by a
powerful and effective marketing program, we continue to gain
market share.  As the 8.3% increase in yield indicates, price
competition and yield erosion are certainly not impacting our
business."

He went on to say, "In light of slower growth in the non-
residential construction sector, which is continuing to impact
certain regions of the U.S., we have scaled down certain domestic
manufacturing operations.  The costs associated with these
initiatives should not carry over into the fourth quarter.  As we
previously reported, our revenue growth was partially offset by
third quarter fleet repair and maintenance expenses, which were
higher than we have historically experienced.  However, keeping
our fleet at the highest maintenance level is a key competitive
advantage and just one of the reasons why our units have been able
to command premium pricing.  We expect that these costs will
return to more normalized levels within the next two to three
quarters."

Lawrence Trachtenberg, executive vice president & chief financial
officer, noted, "At Sept. 30, we had only $198 million in
outstanding borrowings under our $425 million amended revolving
line of credit.  This modest level of borrowings outstanding,
combined with the liquidity afforded by our recent sale of
$150 million of 6-7/8% Senior Notes, gives Mobile Mini the
business advantages that go along with a strong financial
position.  Since September 30, we have increased our borrowings
under the credit line by only $32.2 million, virtually all of
which was used to fund stock repurchases.  The repurchases should
be accretive to diluted earnings per share in 2008."

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.00 billion in total assets, $530.1 million in total
liabilities, and $477.4 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?2695

                        About Mobile Mini

Based in Tempe, Arizona, Mobile Mini Inc. (Nasdaq: MINI) --
http://www.mobilemini.com/-- provides portable storage solutions
through its total fleet of over 164,000 portable storage units and
portable offices with 66 branches in U.S., United Kingdom, Canada
and The Netherlands.

                          *     *     *

Todate, the company holds Moody's Ba3 long-term corporate family
rating and B1 senior unsecured debt rating.  The outlook is
positive.

Standard & Poor's also rates the company's long-term foreign and
local issuer credits at BB with a positive outlook.


MORGAN STANLEY: Fitch Junks Ratings on Eight Certificates
---------------------------------------------------------
Fitch Ratings has taken rating actions on these Morgan Stanley
issues:

                       Series 2002-AM1

  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 downgraded to 'B' from 'A';
  -- Class B-1 remains at 'CC/DR3'.

                       Series 2002-AM2

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'B' from 'BBB-';
  -- Class B-1 remains at 'C/DR6'.

                       Series 2002-HE1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'BBB+';
  -- Class B-1 downgraded to 'CC/DR2' from 'B+;
  -- Class B-2 downgraded to 'C/DR5' from 'B'.

                       Series 2002-HE3

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'BBB+';
  -- Class B-1 downgraded to 'CCC/DR2' from 'B+';
  -- Class B-2 remains at 'C/DR6'.

                       Series 2002-NC2

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'B' from 'BBB';
  -- Class B-1 remains at 'CCC/DR2'.

                       Series 2002-NC4

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 rated 'A', placed on Rating Watch Negative;
  -- Class B-1 downgraded to 'CCC/DR2' from 'B';
  -- Class B-2 remains at 'C/DR5'.

                       Series 2002-NC6

  -- Class M-1 downgraded to 'AA' from 'AA+';
  -- Class M-2 downgraded to 'BBB-' from 'BBB;
  -- Class B-1 downgraded to 'C/DR4' from 'B+';
  -- Class B-2 downgraded to 'C/DR6' from 'B'.

                       Series 2003-NC1

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

                      Series 2003-NC8

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  --Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BBB-'.

                      Series 2003-HE1

  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 rated 'BBB', placed on Rating Watch Negative;
  -- Class B-3 downgraded to 'B-/DR1' from 'BB'.

                      Series 2003-HE2

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 rated 'BBB-', placed on Rating Watch Negative.

                      Series 2003-SD1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BB' from 'A-';
  -- Class B-1 downgraded to 'CC/DR3' from 'B';
  -- Class B-2 remains at 'C', and the Distressed Recovery
     Rating is revised to 'DR6' from 'DR4'.

                      Series 2004-HE4

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 rated 'BBB+', placed on Rating Watch Negative;
  -- Class B-2 downgraded to 'B' from 'BBB';
  -- Class B-3 downgraded to 'B-/DR1' from 'BBB-'.

The mortgage loans consist of fixed- and adjustable-rate, 15- and
30-year mortgages extended to subprime borrowers and are secured
by first and second liens, primarily on one- to four-family
residential properties.  As of the November 2007 distribution
date, the pools are seasoned between 41 (2004-HE4) and 70 (2002-
AM1) months and have pool factors (current collateral balance as a
percentage of the initial balance) ranging from approximately 4%
(2002-AM1) to 14% (2004-HE4).  The 60+ delinquencies range from
8.07% (2006-1) to 49.58% (2001-NC4).

The AM series are backed by a majority of collateral originated or
acquired by Aames Capital Corporation.  The NC series are backed
by a majority of collateral originated or acquired by New Century
Capital Corporation.  The HE and the SD series are backed by
collateral originated or acquired from multiple sellers.  The
loans are serviced by various servicers.

The affirmations, affecting approximately $719.5 million in
outstanding certificates, reflect adequate levels of credit
enhancement relative to expected losses.

The downgrades, affecting approximately $120.3 million, are the
result of deterioration in the relationship between CE and
expected losses.  All of the affected bonds have serious
delinquencies (loans delinquent more than 60 days, inclusive of
loans in foreclosure, bankruptcy, and real estate owned [REO]) of
between 18.11% (2003-HE2) and 37.67% (2003-NC1) and current
cumulative losses of between 1.11% (2003-HE2) and 3.79% (2002-
AM1).

Of the 13 transactions, 11 issues have one or more class rated in
the 'B-' to 'C' range, indicating that the transaction has either
exhausted its overcollateralization and the most subordinate bond
has begun to experience write downs due to losses, or that the OC
will be exhausted in the coming months, at which time continued
losses would cause the most subordinate bonds to be written down.

Four classes, representing approximately $16.1 million in
outstanding certificates, were placed on Rating Watch Negative due
to recent trends in delinquency and losses.  Fitch will continue
to closely monitor these transactions over the next six months.
If credit enhancement continues to deteriorate, further rating
actions may be necessary.


MORGAN STANLEY: Delinquencies Cue Fitch to Downgrade Ratings
------------------------------------------------------------
Fitch Ratings has taken rating actions on these Morgan Stanley
issues:

                     Series 2002-AM1

  -- Class M-1 affirmed at 'AAA';
  -- Class M-2 downgraded to 'B' from 'A';
  -- Class B-1 remains at 'CC/DR3'.

                     Series 2002-AM2

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'B' from 'BBB-';
  -- Class B-1 remains at 'C/DR6'.

                     Series 2002-HE1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'BBB+';
  -- Class B-1 downgraded to 'CC/DR2' from 'B+;
  -- Class B-2 downgraded to 'C/DR5' from 'B'.

                     Series 2002-HE3

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'BBB+';
  -- Class B-1 downgraded to 'CCC/DR2' from 'B+';
  -- Class B-2 remains at 'C/DR6'.

                     Series 2002-NC2

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'B' from 'BBB';
  -- Class B-1 remains at 'CCC/DR2'.

                     Series 2002-NC4

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 rated 'A', placed on Rating Watch Negative;
  -- Class B-1 downgraded to 'CCC/DR2' from 'B';
  -- Class B-2 remains at 'C/DR5'.

                     Series 2002-NC6

  -- Class M-1 downgraded to 'AA' from 'AA+';
  -- Class M-2 downgraded to 'BBB-' from 'BBB;
  -- Class B-1 downgraded to 'C/DR4' from 'B+';
  -- Class B-2 downgraded to 'C/DR6' from 'B'.

                     Series 2003-NC1

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

                     Series 2003-NC8

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BBB-'.

                    Series 2003-HE1

  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'A+';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 rated 'BBB', placed on Rating Watch Negative;
  -- Class B-3 downgraded to 'B-/DR1' from 'BB'.

                     Series 2003-HE2

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 affirmed at 'BBB+';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 rated 'BBB-', placed on Rating Watch Negative.

                     Series 2003-SD1

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BB' from 'A-';
  -- Class B-1 downgraded to 'CC/DR3' from 'B';
  -- Class B-2 remains at 'C', and the Distressed Recovery
     Rating is revised to 'DR6' from 'DR4'.

                      Series 2004-HE4

  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class B-1 rated 'BBB+', placed on Rating Watch Negative;
  -- Class B-2 downgraded to 'B' from 'BBB';
  -- lass B-3 downgraded to 'B-/DR1' from 'BBB-'.

The mortgage loans consist of fixed- and adjustable-rate, 15- and
30-year mortgages extended to subprime borrowers and are secured
by first and second liens, primarily on one- to four-family
residential properties.  As of the November 2007 distribution
date, the pools are seasoned between 41 (2004-HE4) and 70 (2002-
AM1) months and have pool factors (current collateral balance as a
percentage of the initial balance) ranging from approximately 4%
(2002-AM1) to 14% (2004-HE4).  The 60+ delinquencies range from
8.07% (2006-1) to 49.58% (2001-NC4).

The AM series are backed by a majority of collateral originated or
acquired by Aames Capital Corporation.  The NC series are backed
by a majority of collateral originated or acquired by New Century
Capital Corporation.  The HE and the SD series are backed by
collateral originated or acquired from multiple sellers.  The
loans are serviced by various servicers.

The affirmations, affecting approximately $719.5 million in
outstanding certificates, reflect adequate levels of credit
enhancement relative to expected losses.

The downgrades, affecting approximately $120.3 million, are the
result of deterioration in the relationship between CE and
expected losses.  All of the affected bonds have serious
delinquencies (loans delinquent more than 60 days, inclusive of
loans in foreclosure, bankruptcy, and real estate owned [REO]) of
between 18.11% (2003-HE2) and 37.67% (2003-NC1) and current
cumulative losses of between 1.11% (2003-HE2) and 3.79% (2002-
AM1).

Of the 13 transactions, 11 issues have one or more class rated in
the 'B-' to 'C' range, indicating that the transaction has either
exhausted its overcollateralization and the most subordinate bond
has begun to experience write downs due to losses, or that the OC
will be exhausted in the coming months, at which time continued
losses would cause the most subordinate bonds to be written down.

Four classes, representing approximately $16.1 million in
outstanding certificates, were placed on Rating Watch Negative due
to recent trends in delinquency and losses.  Fitch will continue
to closely monitor these transactions over the next six months.
If credit enhancement continues to deteriorate, further rating
actions may be necessary.


MOSAIC CO: Will Prepay $150 Mil. of Term Loans on December 31
-------------------------------------------------------------
The Mosaic Company has notifed the lenders under its senior
secured bank credit facility of its election to prepay
$150 million principal amount of term loans under the facility on
Dec. 31, 2007.

"This prepayment reflects a very important milestone for Mosaic,"
Jim Prokopanko, president and chief executive officer, said.  "We
have successfully prepaid $1 billion of long-term debt in the past
eight months, and we've also established a strong financial base
from which to grow."

The prepayments will consist of $56.4 million principal amount of
Term Loan A-1 borrowings and $87.1 million principal amount of
Term Loan B borrowings by Mosaic and $6.5 million principal amount
of Term Loan A borrowings by its subsidiary, Mosaic Potash
Colonsay ULC.

After the prepayments, outstanding term loans under the facility
will be reduced to $2.2 million principal amount of Term Loan A
borrowings, $19.2 million principal amount of Term Loan A-1
borrowings, and $29.6 million principal amount of Term Loan B
borrowings.

With the prepayment on Dec. 31, 2007, during the last eight months
Mosaic will have used cash generated by its ongoing business
operations to prepay $1 billion of long-term debt. Mosaic
considers the prepayments to be a significant step in its plan to
reduce outstanding borrowings, strengthen its balance sheet, and
achieve investment grade credit ratings.

                    About The Mosaic Company

Headquartered in Plymouth, Minnesota, The Mosaic Company (NYSE:
MOS) -- http://www.mosaicco.com/-- is a producer and marketer of
concentrated phosphates and potash crop nutrients.  For the
agriculture industry, Mosaic is a single source of phosphates,
potash, nitrogen fertilizers and feed ingredients.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2007,
Fitch Ratings upgraded these ratings of The Mosaic Company:
a) issuer default rating to 'BB+' from 'BB-'; b) senior secured
revolver to 'BBB-' from 'BB+'; c) senior secured term loan to
'BBB-' from 'BB+'; and d) senior unsecured notes to 'BB+' from
'BB'.


NATIONAL RV: Court Approves Use of Well Fargo's Cash Collateral
---------------------------------------------------------------
National R.V. Holdings Inc. and its debtor-affiliate, National
R.V. Inc., obtained authority from the Honorable Peter H. Carroll
of the United States Bankruptcy for the Central District of
California to access Wells Fargo's cash collateral.

As reported in the Troubled Company Reporter on Dec. 21, 2007,
the Debtors told the Court that they intend to use the cash
collateral to fund payroll, security services, utility deposits
and other essential items.  The Debtors said that they have no
access to cash, other than cash collateral, to satisfy their
immediate and outstanding obligations.

                         Secured Lender

The Debtors said that Wells Fargo is their principal prepetition
secure creditor.  The Debtor further said that they entered into
the prepetition credit agreement with UPS Capital Corp., as agent
and Wells Fargo, as a lender.  UPS Capital, the Debtor added,
subsequently assigned all of its rights, title and interest in
the prepitition loan documents to Wells Fargo.  Wells Fargo is
the agent and the sole lender of the Debtors to date.

Under the prepetition agreement, the Debtors have obtained a
revolving line of credit originally in the amount of $25 million,
and now in the amount of $15 million inclusive of a $7.5 million
letter of credit sub-facility.

Additionally, Wells Fargo is substantially oversecured.  It
currently holds approximately $7.8 million in restricted cash,
according to the Debtors.

As adequate protection, the Debtors grant in favor of Wells Fargo,
among other things:

   i) replacement lien in subsequentlt generated collateral of
      the same type as that in which Wells Fargo held a security
      interest prepetition, including, without limitation, any
      deposits made with any utilities after the Debtors'
      bankruptcy filing;

  ii) lien on the Debtors' interest in the Kemlite litigation in
      an amount equal to $260,000; and

iii) administrative priority claim having the priority specified
      in Section 507(b) of the Bankurptcy Code.

               About National R.V. Holdings Inc.

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.  The U.S.
Trustee for Region 16 has yet to appoint creditors to serve on an
Official Committee of Unsecured Creditors.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


NATIONAL RV: Taps O'Melveny & Myers as Special Litigation Counsel
-----------------------------------------------------------------
National R.V. Holdings Inc. and its debtor-affiliate, National
R.V. Inc., ask the United States Bankruptcy Court for the Central
District of California for permission to employ O'Melveny & Myers
LLP as their special litigation counsel.

O'Melveny & Myers will represent the Debtors in connection with
the Kemlite Litigation.

                        Kemlite Litigation

In June 2006, the Debtors commenced a lawsuit against Crane
Composited Inc. and its parent company, Crane Co., for breach of
contract, breach of warranty, misrepresentation and other causes
of action.

The lawsuit seeks both compensatory and punitive damages, which
is pending before the Court and is scheduled to go to trial in
Riverside in January 2008.

At a hearing held before Judge Larson on Dec. 3, 2007, the
Court reaffirmed that trial would start in January.  The Debtors
said that they believe that this action represents 19 a valuable
asset of the estates and are eager to proceed to trial.

The firm's professionals and their compensation rates are:


   Professional                         Hourly Rate
   ------------                         -----------
   Daniel Petrocelli, Esq.                 $950
   Wallace M. Allan, Esq.                  $820
   Robert C. Welsh, Esq.                   $730
   Matt Kline, Esq.                        $635
   David Kirman, Esq.                      $480
   Lindsay Welch, Esq.                     $450
   Jessica L. Stebbins, Esq.               $395
   Randall Whattoff, Esq.                  $395

   Designation                          Hourly Rate
   -----------                          -----------
   Partners                              $635-$950
   Associates                            $395-$480
   Paralegals & Projects Clerks          $110-$225
   Litigation Support                     $40-$275

The Debtors tell the Court that it agreed to pay the firm 33.5% of
the firm $10,000,000 of any recovery the Debtors obtained.

Wallace M. Allan, Esq., a partner of the firm, assures the Court
tha the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Allan can be reached at:

   Wallace M. Allan, Esq.
   O'Melveny & Myers LLP
   400 South Hope Street
   Los Angeles, California 90071-2899
   Tel: (213) 430-6000
   Fax: (213) 430-6407
   http://www.omm.com/

                About National R.V. Holdings Inc.

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.  The U.S.
Trustee for Region 16 has yet to appoint creditors to serve on an
Official Committee of Unsecured Creditors.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


NEW CENTURY: Fitch Junks Rating on $37 Mil. Class M-1 Cert.
-----------------------------------------------------------
Fitch Ratings has taken these rating actions on one New Century
mortgage pass-through certificate transaction.  Downgrades total
$156.5 million.  Break Loss percentages and Loss Coverage Ratios
for each class, rated 'B' or higher, are included with these
rating actions:

                      New Century 2006-S1

  -- $53.6 million class A-1 downgraded to 'B' from 'BBB-' (BL:
     50.23, LCR: 0.88);

  -- $32.7 million class A-2a downgraded to 'B' from 'AAA' (BL:
     50.23, LCR: 0.88);

  -- $33.1 million class A-2b downgraded to 'B' from 'BBB-'
     (BL: 50.23, LCR: 0.88);

  -- $37.0 million class M-1 downgraded to 'C/DR6' from 'B+';

  -- $22.5 million class M-2 remains at 'C/DR6';

  -- $5.7 million class M-3 remains at 'C/DR6';

  -- $6.2 million class M-4 remains at 'C/DR6';

  -- $744,414 class M-5 remains at 'C/DR6';

  -- $0.0 class M-6 remains at 'C/DR6';

  -- $0.0 class M-7 remains at 'C/DR6';

  -- $0.0 class M-8 remains at 'C/DR6'.

                          Deal Summary

  -- Originators: 100% New Century;
  -- 60+ day Delinquency: 26.94%;
  -- Realized Losses to date (% of Original Balance): 15.56%;
  -- Expected Remaining Losses (% of Current Balance): 57.32%;
  -- Cumulative Expected Losses (% of Original Balance):
     50.75%.

While Fitch's analysis takes into consideration the sequential
distribution of principal to the senior classes, under Fitch's
revised base-case expectation the senior tranche will become
under-collateralized prior to any of the senior classes paying off
in full.  Once the senior tranche has become under-collateralized,
the distribution of principal to the senior classes will become
pro rata.  For that reason, Fitch does not make a distinction in
long-term credit risk among the senior classes for this particular
transaction.

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


NEW CENTURY: Exclusive Plan Filing Period Expires Tomorrow
----------------------------------------------------------
The Hon. Kevin J. Carey of the United States Bankruptcy Court for
the District of Delaware has extended the period during which New
Century Financial Corp. and its debtor-affiliates have the
exclusive right to:

  (i) file a Chapter 11 plan through and including Dec. 28,
      2007, with respect to all non-Debtor parties other than the
      Official Committee of Unsecured Creditors.

(ii) solicit acceptances of that Plan to Feb. 27, 2008, with
      respect to all parties other than the Creditors Committee.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.

The Debtors' exclusive period to file a plan expired on
Dec. 20, 2007, as last extended.  (New Century Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: More Than $32 Billion in Claims Filed Through Aug. 31
------------------------------------------------------------------
New Century Financial Corporation reports that more than
$32,000,000,000 in claims have been filed in its bankruptcy cases
through Aug. 31, 2007.

New Century is in the preliminary stages of its review of the
claims.  Based on the company's preliminary review, New Century
believes certain of the claims will be subject to objection as
being duplicative, overstated, based upon contingencies that have
not occurred, or because they otherwise do not state a valid
claim.

The $32,000,000,000 amount does not include claims that were
filed without a specified dollar amount, referred to as
unliquidated claims, and claims that were filed after the claim
bar date.  New Century currently believes that there will be no
recovery in respect of the company's outstanding common stock
under a plan of liquidation.  Further and updated information
regarding the claims will be included in the Debtors' disclosure
statement explaining its would be liquidation plan.

The United States Bankruptcy Court for the District of Delaware
established the claims bar date in an order dated June 28, 2007.

New Century reported $25,059,768,000 in total assets and
$22,995,419,000 as of September 30, 2006.  It disclosed
$7,865,698,909 in total assets and $7,545,353,461 in total
liabilities as of Oct. 31, 2007.

New Century has not been able to file its Annual Report on Form
10-K for the year ended Dec. 31, 2006.  One month before its
bankruptcy filing, New Century said it was unable to file its
Annual Report pending completion of its audit committee's
investigation on the issues that gave rise to the company's need
to restate its financial statements, and issues pertaining to the
company's valuation of residual interests in securitizations in
2006 and prior periods.

On Feb. 7, 2007, New Century announced that it was restating
consolidated financial results for the quarters ended March 31,
June 30 and Sept. 30, 2006, to correct errors discovered in
the accounting and financial reporting of loan repurchase losses.

Since its Chapter 11 filing, the Debtors have sold mortgage
loans, as well as residual interests in certain securitization
trusts, to Ellington Capital Management Group LLC, for roughly
$58,000,000.  The sale closed on May 18, 2007.  The Debtors also
sold their servicing assets and servicing platform to Carrington
Capital LLC, for $184,000,000, on June 29, 2007.  Their
Technology Assets were acquired by EquiFirst Corporation, a
subsidiary of London-based Barclays PLC, for roughly $8,050,000.
On Sept. 12, 2007, Residential Mortgage Solution LLC purchased the
Debtors' disputed loans for $23,330,000.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.

The Debtors' exclusive period to file a plan expires on Dec. 28,
2007. (New Century Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


NEW JERSEY EDUCATIONAL: S&P Holds BB+ Rating on 1998B Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
New Jersey Educational Facilities Authority's series 1998B bonds,
issued for Saint Peter's College, to stable from positive, on
weaker-than-expected financial performance, low liquidity levels,
and moderately high debt levels. Additionally, Standard & Poor's
affirmed its 'BB+' rating on the authority's series 1998B bonds,
issued for St. Peter's.

"The stable outlook reflects our expectations that St. Peter's
College will have a deficit in fiscal 2007 and a surplus in fiscal
2008, and that the college will maintain its liquidity levels,"
said Standard & Poor's credit analyst Bobbi Gajwani.

The 'BB+' rating reflects the college's weaker-than-expected
financial performance on a GAAP-basis in fiscal 2006; further
weakening of already slim liquidity levels; and moderately high
debt levels of $50 million as of fiscal year end 2006 (including
$18 million in notes), although management expects to restructure
its debt profile by the end of the calendar year 2007.


NEWPAGE CORP: Closes Purchase of Stora Enso's North American Biz
----------------------------------------------------------------
NewPage Corporation disclosed completion of its acquisition of
Stora Enso Oyj's North American paper manufacturing operations.

"NewPage, majority owned by Cerberus Capital Management, completed
the $2.556 billion financing arranged by Goldman Sachs in one of
the most difficult credit markets in memory," Mark A. Suwyn,
NewPage Chairman and Chief Executive Officer, said.  "This speaks
well of the soundness of the business combination, the quality of
the management team, and the strength of the support we've
received from Cerberus and Goldman Sachs.  This news is very
exciting for the business.  We've achieved regulatory approvals
and other milestones more quickly than anticipated, and therefore
were able to close ahead of schedule."

The combined product portfolio is the broadest in North America.
The new organization will have approximately $4.3 billion in pro
forma net sales for the last twelve months ended Sept. 30, 2007,
and exceptional platforms in the company's core businesses
including coated freesheet, coated groundwood, supercalendered and
specialty papers.  These papers are used for corporate collateral,
high-end advertising brochures, magazines, catalogs, books,
coupons, inserts, packaging applications and direct mail
advertising.

"We have an excellent senior leadership team in place and are
creating new opportunities for our employees to grow and succeed,"
Richard D. Willett, President and Chief Operating Officer of
NewPage, said.  "We know there are many challenges ahead of us,
but we believe we're well positioned for success and look forward
to making the company prosper and grow.  With this combination and
the powerful businesses it creates, NewPage has improved its
ability to meet the needs of its customers with the high quality
customer service and products they've come to expect from both
companies.  This should also enable us to deliver higher returns
on investment and meet our return on capital goal.  Our plan to
achieve $265 million in annualized cost synergies is just the
first step toward that goal."

Goldman, Sachs & Co. acted as exclusive financial advisor to
NewPage Corporation and Goldman Sachs and its affiliates acted as
sole lead arranger and sole bookrunner on the financing.  Schulte
Roth & Zabel LLP acted as legal advisor to NewPage Corporation.

As a result of the transaction, affiliates of Cerberus Capital
Management, L.P., and certain members of NewPage management own,
in the aggregate, 80.1% of the outstanding capital stock of
NewPage Group Inc., the indirect parent entity of NewPage
Corporation.  Stora Enso Oyj owns the remaining 19.9% of
outstanding capital stock.

                          About NewPage

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.newpagecorp.com/-- a wholly owned subsidiary of
NewPage Holding Corporation -- is a U.S. producer of coated papers
in North America.  The company produces coated papers in sheets
and rolls with many finishes and weights to offer design
flexibility for a wide array of end uses.  With 4,300 employees,
NewPage operates integrated pulp and paper manufacturing mills
located in Escanaba, Michigan; Luke, Maryland; Rumford, Maine; and
Wickliffe, Kentucky; and a converting and distribution center in
Chillicothe, Ohio.  The mills have a combined annual capacity of
approximately 2.2 million tons of coated paper.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 11, 2007,
Moody's Investors Service assigned a Ba2 rating to NewPage
Corporation's new $1.6 billion senior secured term loan and a B2
rating to the company's new $456 million second lien notes.  At
the same time, Moody's confirmed NewPage's B1 corporate family
rating, the B2 rating on the company's existing second lien notes,
the B3 rating on the company's existing senior subordinated notes,
as well as the company's speculative grade liquidity rating of
SGL-2.  The ratings outlook is negative.

Standard & Poor's Ratings Services places its 'BB-' rating to the
proposed $1.6 billion term loan B of NewPage Corp. (B/Stable/--),
based on preliminary terms and conditions.  At the same time, S&P
assigned its 'B-' senior secured debt rating and '5' recovery
rating to NewPage's proposed second-lien $456 million add-on fixed
rate notes, based on preliminary terms and conditions.

Standard & Poor's also lowered its ratings on the $225 million
senior secured second-lien floating-rate notes and $350 million
senior secured second-lien fixed-rate notes of NewPage Corp.  The
ratings on both issues were lowered to 'B-' from 'B' and removed
from CreditWatch, where they were placed with negative
implications on Sept. 24, 2007.


NEWPARK RESOURCES: Secures New $225 Mil. Secured Debt Facility
--------------------------------------------------------------
Newpark Resources Inc. has entered into a new $225 million secured
credit facility with a bank group led by JP Morgan Chase Bank N.A.

The new facility consists of a $175 million revolving line of
credit and a $50 million term loan.  Borrowings under this new
facility were used to repay in full the outstanding balances and
terminate the company's $150 million term credit facility and
$100 million revolving credit facility.

In conjunction with the termination of these credit facilities,
the company expects to record a non-cash charge of approximately
$4 million during the fourth quarter of 2007 to write-off
capitalized financing costs.  The maturity date of the new
facility is Dec. 21, 2012.

"This new debt facility provides us with lower cost financing and
increased financial flexibility for the execution of our strategic
plan," Paul Howes, president and chief executive officer of
Newpark, stated.

                     About Newpark Resources

Headquartered in Metarie, Louisiana, Newpark Resources Inc.
(NYSE: NR) -- http://www.newpark.com/-- provides drilling fluids,
temporary worksites and access roads for oilfield and other
commercial markets, and environmental waste treatment solutions.

                         *     *     *

Moody's Investor Services assigned B1 on Newpark Resources Inc.'s
long term corporate family rating and probability of default
rating.  The outlook is stable.

In November 2006, Standard and Poor's rated B+ its long term
foreign and local issuer credit.  The ratings still hold to date.


NY RACING: Creditors Balk at Confirmation of Reorganization Plan
----------------------------------------------------------------
Several creditors owed money by The New York Racing Association
Inc. wants the U.S. Bankruptcy Court for the Southern District of
New York to reject the third amended chapter 11 plan of
reorganization filed by the Debtor, the Associated Press reports.

The Official Committee of Unsecured Creditors, Internal Revenue
Service, and Pension Benefit Guaranty Corp. told the Court that
the Debtor could not possibly get approval from the New York State
Legislature on a $75 million postpetition loan, which will be
distributed to creditors under the plan, AP reveals.

According to creditor Plainfield Special Situations Master Fund
Ltd., implementation of the Debtor's plan is unlikely hence
creditors "should not be forced to remain boxed," AP relates,
citing document filed with the Court.

The Committee told AP that although they want to be hopeful, they
need "concrete" proof that the "plan is commercially viable."

Plainfield added that creditors should now be allowed to present
another plan for the Debtor, AP says.

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Judge Peck approved NYRA's third amended disclosure statement
describing its plan of reorganization dated Nov. 29, 2007.

                      Provisions of the Plan

Under the third amended plan, Class 2 Secured Claim holders will
receive 100% of their allowed claim amount through any of these
distributions:

   a) payment of allowed secured claim in full, in cash;

   b) sale or disposition proceeds of the property securing any
      allowed secured claim to the extent of the value of
      their respective interests in the property; or

   c) surrender to the holder or holders of any allowed secured
      claim of the property securing the claim.

Commencing on the effective date of the Plan, Unsecured Claims
will receive payments in full and in cash.

Holders of Insured Litigation Claims are entitled to proceed with
the liquidation of their claims, including any litigation pending
as of the Debtor's bankruptcy filing; and seek recovery from
applicable insurance carrier.

Pursuant to the terms of a settlement agreement, state claims
will be deemed allowed and each state claims holder, other than
the holder of the New York State Tax Claim, will not be entitled
to, and will not receive or retain, any property or interest in
property on account of allowed state claims under the plan.

On or prior to the effective date of the plan, the Debtor or the
Reorganized Debtor will make these payments to its benefit plans:

   1) funding deficiencies for the years ended on or prior to
      Dec. 31, 2006; and

   2) normal costs for the year ended Dec. 31, 2007.

By those payments, the Debtor's benefit plans will be deemed cured
and the Pension Benefit Guaranty Corporation's claims will be
deemed satisfied in full.

The Internal Revenue Service will receive a promissory note in the
amount of its allowed claim, which will bear interest at the rate
of 8% per annum, payable in 15 equal quarterly installments
commencing on March 31, 2008.

Each holder of an Allowed Penalty Claim will be entitled to
receive a pro rata share of cash available for distribution after
all allowed unsecured claims have been paid in full.

Equity Interests in the Debtor will be cancelled and holders of
interests will not receive any distribution under the plan.

                            About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks
in Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey N.
Rich, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NY RACING: Says Plan of Reorganization Gets 97% "Yes" Votes
-----------------------------------------------------------
The New York Racing Association Inc. aka NYRA said last weekend
that its third amended chapter 11 plan of reorganization garnered
97% "yes" votes from creditors, The Business Review (Albany)
reports.

Under the plan, the New York State will waive about $100 million
that the Debtor owes in addition to extending a $75 million
postpetition loan, Business Review notes.

Also, NYRA officials and Gov. Eliot Spitzer signed an agreement
granting another 30 years to the Debtor to keep its racing
franchise, which expires by the end of 2007, Business Review
relates.

However, some Senate Republicans are against Gov. Spitzer's
proposal and insist on further supervision on the Debtor's
operations instead, Business Review says.

The Legislative Officials will vote on a new proposal when a
legislative meeting for 2008 commences, Business Review adds.

                            About NYRA

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks
in Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  Edward M. Fox, Esq., Eric T. Moser, Esq., and Jeffrey N.
Rich, Esq., at Kirkpatrick & Lockhart Preston Gates Ellis LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


OCEANVIEW CBO: Moody's Cuts Ratings on Two Notes from Caa3 to C
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Oceanview
CBO I, Ltd. on review for possible downgrade:

Class Description: Class A-1B Floating Rate Notes due June 2032

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

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

Class Description: Class A-2 Floating Rate Notes due June 2037

  -- Prior Rating: A3
  -- Current Rating: Ba3, on review for possible downgrade

Moody's also downgraded these notes:

Class Description: Class B-F Fixed Rate Notes due June 2037

  -- Prior Rating: Caa3
  -- Current Rating: C

Class Description: Class B-V Floating Rate Notes due June 2037

  -- Prior Rating: Caa3
  -- Current Rating: C

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

In addition, Moody's also withdrew these classes of notes:

(1) $12,500,000 Combination Securities

According to Moody's, the ratings were withdrawn because the notes
were paid in full.


OMEGA HEALTHCARE: S&P Holds BB Senior Unsecured Debt Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit, 'BB' senior unsecured debt, and 'B+' preferred stock
ratings on Omega Healthcare Investors Inc.  These actions affect
$603.5 million in rated securities.  The outlook is stable.

"The speculative-grade ratings reflect the company's modest
liquidity position and significantly higher exposure to government
reimbursement at the operator level when compared with the rated
peer group," said credit analyst Mr. George Skoufis.  "The current
ratings are supported by the company's stable portfolio and strong
coverage measures."

A stable operator base, comfortable rent coverage at the property
level, and modest lease and mortgage expirations should produce
stable cash flow to support debt protection measures.  Positive
ratings momentum would be derived from a steady improvement in the
company's leverage profile and maintenance of currently strong
fixed-charge coverage.  Ratings would be negatively affected by
unexpected shifts in the currently stable reimbursement
environment, or if the company pursues growth initiatives in a
highly leveraged manner.


ON SEMICONDUCTOR: Moody's Affirms Ba3 Credit Facility Rating
------------------------------------------------------------
Moody's Investors Service has placed the ratings of ON
Semiconductor (B1 CFR) on review for possible upgrade and affirmed
the Ba3 corporate family and credit facility ratings for AMI
Semiconductor, following the companies' Dec. 13, 2007 announcement
that they have entered into a definitive agreement for ON Semi to
acquire AMI Semi for approximately $915 million in an all-stock
transaction.

ON Semi's review for possible upgrade reflects the potential for
enhanced scale, an expanded product portfolio (i.e., standard and
custom), broader and deeper client relationships, end market
diversification and expansion opportunities into untapped market
segments, as well as improved margins, higher EBITDA and increased
free cash generation provided by the merger.  It also reflects the
potential for ON Semi to realize manufacturing efficiency
improvements and lower unit production costs for AMI Semi's
growing standard products portfolio via the transfer of ON Semi's
advanced manufacturing capabilities and process technologies.  AMI
Semi's affirmation reflects the relative stability of its business
model due to the sole source status for over 88% of its product
base, relatively long product life cycles, high entry barriers and
moderate ASP volatility associated with its integrated mixed-
signal operations.

The review will focus on the combined company's prospects for
client retention, asset rationalization, improved capacity
utilization (particularly at the Gresham facility) and capex
savings on a combined basis, the timing for restructuring actions
and cost synergies, as well as its definitive capital structure
and refinancing plan.  The review will also examine the extent of
integration risk associated with the combination given the size of
the transaction, which would represent ON Semi's largest
acquisition to date.

To the extent the transaction closes as planned, AMI Semi's
corporate family and probability of default ratings would be
withdrawn.  Moody's notes that AMI Semi's secured bank credit
facility is subject to a change of control covenant, which enables
lenders to put the bank loan back to the acquirer upon the
transaction's close.  As such, the bank debt ratings would also be
withdrawn upon repayment.

Pro forma for the transaction, leverage is approximately 2.8x
combined EBITDA (Moody's adjusted) for the LTM period ended
Sept. 30, 2007, which is comparable to Ba3 rated industry peers.

Under terms of the agreement, AMI Semi's shareholders will receive
1.15 shares of ON Semi common shares for each share of AMI Semi
common stock owned.  The stock consideration represents a premium
of roughly 38% over AMI Semi's Dec. 12, 2007 closing price.  ON
Semi expects to issue approximately 104 million shares of common
stock on a fully diluted basis to complete the transaction.  Upon
closing, ON Semi and AMI Semi shareholders will own roughly 74%
and 26%, respectively of the combined company.

These ratings for ON Semi were placed on review for possible
upgrade:

  -- Corporate Family Rating - B1

  -- Probability of Default Rating -- B1

  -- $ 25.0 Million Guaranteed Senior Secured Revolving Credit
     Facility due 2013 - Ba1 (LGD-1, 4%)

  -- $174.1 Million Guaranteed Senior Secured Term Loan
     maturing through 2013 -- Ba1 (LGD-1, 4%)

These ratings for AMI Semi were affirmed:

  -- Corporate Family Rating -- Ba3

  -- Probability of Default Rating -- B1

  -- $ 90.0 Million Senior Secured Revolver due 2010 - Ba3
     (LGD-3, 35%)

  -- $277.5 Million Senior Secured Term Loan B due 2012 - Ba3
     (LGD-3, 35%)

AMI Semi's rating outlook is stable.

Headquartered in Phoenix, Arizona, ON Semiconductor is a global
manufacturer of power- and data-management semiconductors and
standard semiconductor components.  Revenues and EBITDA for the
twelve months ended Sept. 30, 2007 were $1.56 billion and
$402 million, respectively.

Headquartered in Pocatello, Idaho, AMI Semiconductor, Inc. is a
leading designer and manufacturer of mixed-signal application-
specific integrated circuits and structured digital products.
Revenues and EBITDA for the twelve months ended Sept. 30, 2007
were $619 million and $141 million, respectively.


PACIFIC COAST : Moody's Reviews Caa3 Rating on $96 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by Pacific
Coast CDO, Ltd. on review for possible downgrade:

* Class Description: $450,000,000 Class A First Priority
Senior Secured Floating Rate Notes due 2036

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

* Class Description: $96,000,000 CIass B Second Priority
Senior Secured Floating Rate Notes due 2036

  -- Prior Rating: B3
  -- Current Rating: Caa3, on review for possible downgrade

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


PERFORMANCE TRANS: CIT Group Balks at Imperial Cap.'s Retention
---------------------------------------------------------------
The CIT Group/Business Credit Inc., and Bayerische Hypo-und
Vereinsbank AG, New York Branch, filed their objection with the
U.S. Bankruptcy Court for the Western District of New York, to
Performance Transportation Services Inc. and its debtor-
affiliates' application to employ Imperial Capital LLC as
investment banker.

Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston &
Rosen, P.C., in New York, said the terms of the engagement letter
would provide that:

   a. Imperial is only entitled to the portion of the M&A
      Transaction Fee attributable to the cash consideration
      obtained by the Debtors; and

   b. Imperial is not entitled to the M&A Transaction
      Fee in the event that the purchaser of the assets is a
      party that has already submitted a bid or is a secured
      creditor of the Debtors with a right to credit bid for
      the assets.

Mr. Helfat also said that Imperial's fees would be subject to a
review of reasonableness.

Mr. Helfat contended that non-cash consideration provided no value
to the First Lien Lenders and will diminish their position because
the M&A Transaction Fee will be paid from the First Lien Lenders'
collateral.

According to Mr. Helfat, Imperial would not be entitled to the
M&A Transaction Fee if the purchaser is a party that has already
submitted a bid or is a secured creditor with a right to credit
bid because, very little work will be required of Imperial.

                        Debtors' Response

Julie S. Kreher, Esq., at Hodgson Russ LLP, relates that the
Debtors and Imperial incorporated a specific procedure into their
engagement letter, to ensure they would be able to value any non-
cash components of the Transaction Consideration.  The procedure
provides that in the event that the consideration in the sale
transaction is paid in whole or in part in the form of securities
or other assets, the value of the securities or other assets, for
the purposes of calculating the M&A Transaction Fee, will be their
fair market value.

According to Ms. Kreher, the value of Imperial's marketing efforts
and other activities remains true regardless of whether Allied,
Black Diamond or one of the Debtors' other secured lenders
eventually purchases the Debtors' assets.  Without the sale
process as administered by Imperial, there could be no assurance
that a purchase by any secured lender was in fact the highest and
best bid for the Debtors' assets, Ms. Kreher relates.

Ms. Kreher contends that the fee structure is reasonable and in
the Debtors' best interests.  Imperial is entitled to a nominal
initial fee at the outset of the engagement and the M&A
Transaction Fee in the event the Debtors consummate a
transaction.  Imperial did not request a monthly fee or hourly
fees, Ms. Kreher notes.  Imperial has assumed a significant risk
that it will receive no payment from the Debtors for its efforts
other than the Initial Fee; this is the type of fee structure that
is protected by the Bankruptcy Code from review of reasonableness,
Ms. Kreher says.

              About Performance Transportation

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and
lighttrucks 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
Dayrepresented the Debtors in their retructuring efforts.  When
theDebtor filed for protection from their creditors it reported
morethan $100,000,000 in total assets. It also disclosed owing
morethan $100,000,000 to at most 10,000 creditors, including
$708,679to Broadspire and $282,949 to General Motors of Canada
Limited.

The company and its debtor-affiliates filed their second Chapter11
bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Court Approves Jones Day as Bankr. Counsel
-------------------------------------------------------------
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 Jones Day as their counsel, nunc
pro tunc to their bankruptcy filing.

Jeffrey L. Cornish, president and chief executive officer of
Performance Logistics Group Inc., related that Jones Day
has obtained valuable institutional knowledge of the Debtors'
businesses and financial affairs as a result of its
representation of the Debtors prior to their bankruptcy filing.

Jones Day is expected to:

   (a) advise the Debtors of their rights, powers, and duties
       in continuing to operate and manage their businesses and
       properties under Chapter 11 of the Bankruptcy Code;

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

   (c) advise the Debtors concerning, and prepare responses to,
       applications, motions, other pleadings, notices, and
       other papers that may be filed by other parties in the
       Chapter 11 cases;

   (d) advise the Debtors with respect to, and assist in the
       negotiation and documentation of, financing agreements
       and related transactions;

   (e) review the nature and validity of any liens asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of those liens;

   (f) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit
       of their estates;

   (g) advise the Debtors in connection with the formulation,
       negotiation, and promulgation of a plan or plans of
       reorganization, and related transactional documents;

   (h) advise and assist the Debtors in connection with any
       sales and potential property dispositions;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments, and
       rejections, and lease restructurings and
       recharacterizations;

   (j) assist the Debtors in reviewing, estimating, and
       resolving claims asserted against the Debtors' estates;

   (k) commence and conduct litigation necessary and
       appropriate to assert rights held by the Debtors,
       protect assets of the Debtors' Chapter 11 estates, or
       otherwise further the goal of completing the Debtors'
       successful reorganization;

   (l) provide non-bankruptcy services for the Debtors to the
       extent requested by the Debtors; and

   (m) perform all other necessary and appropriate legal
       services in connection with the Chapter 11 cases.

The Debtors will pay Jones Day based on its restructuring
professionals' hourly rates:

   Professional            Designation           Rate
   ------------            -----------           ----
   Tobias S. Keller          Partner             $575
   Robert J. Graves          Partner             $675
   Mark A. Cody              Partner             $550
   Robert E. Krebs          Associate            $400
   Steven A. Domanowski     Associate            $375
   Kelly M. Mayerfeld       Associate            $350
   Timothy W. Hoffmann      Associate            $350
   Joseph M. Tiller         Associate            $215
   Dennis N. Chi            Associate            $215
   Kay Sobczak              Paralegal            $200

The Debtors will reimburse the firm of its actual and necessary
out-of-pocket expenses.

Tobias S. Keller, Esq., a partner at Jones Day, in San Francisco,
California, discloses that from the start of Jones Day's retention
by the Debtors, the Debtors have provided Jones Day with various
funds for services to be rendered and for
reimbursement of expenses to be incurred.  Mr. Keller relates
that Jones Day has applied portions of the funds to services
rendered and, as of the Petition Date, $184,840 of the funds
remained unapplied.

Mr. Keller assures the Court that Jones Day is a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code and
as required by Section 327(a) of the Bankruptcy Code.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007.   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).


PIER 1: Posts $10 Million Net Loss in Third Quarter Ended Dec. 1
----------------------------------------------------------------
Pier 1 Imports Inc. disclosed Thursday last week financial results
for its third quarter ended Dec. 1, 2007.

The company reported a net loss from continuing operations
of $10.0 million for the third quarter ended Dec. 1, 2007, versus
a net loss of $72.7 million for the year ago period.  Also, the
company generated a positive EBITDA of $2.9 million including
$6.5 million in charges primarily related to the exit of Pier 1
Kids.

Alex W. Smith, the company's president and chief executive
officer, said, "Our strategy of profitable sales at sustainable
margins, combined with a greater emphasis on lower ticket impulse
items, is beginning to pay off.  We are pleased with our third
quarter margin results, which would have been higher had it not
been for the clearance of our Pier 1 Kids merchandise.  I am
obviously very delighted that we achieved a positive EBITDA for
the first time in seven quarters."

Total sales for the third fiscal quarter declined 7.1% to
$374.2 million from $402.7 million in the year-ago quarter,
primarily as a result of the closure of 98 stores.  Comparable
store sales, which exclude Pier 1 Kids, clearance stores and e-
commerce, declined 1.7% for the quarter.  Merchandise margins in
the third quarter were 53.0% of sales, up from 49.7% in the year
ago quarter.

The company had disclosed that the clearance activity related to
closing down its Pier 1 Kids concept reduced the reported
merchandise margin during this fiscal quarter.  Management
estimates the impact on margins resulting from the clearance of
the Pier 1 Kids merchandise was 130 basis points.  Gross profit
margins for the third quarter were 33.6% of sales, up from 30.9%
in the year ago period, and although the store count was
significantly reduced from the year ago period, gross profit
dollars improved $1.3 million.

Selling, general and administrative expenses for the third quarter
were $59.7 million less than the year ago period, and were 33.1%
of sales compared to 45.6% of sales last year.  The primary
contributors to the decrease in on-going costs were savings of
approximately $21.2 million in marketing expense, $10.8 million in
payroll, and $5.4 million in other general administrative costs
when compared to the same period last year.  Additionally, during
the third quarter, selling, general and administrative expenses
included $6.5 million in special charges compared to $28.8 million
reported in the same period last year, a decrease of
$22.3  million.

Excluding the impact of the aforementioned charges, adjusted
selling, general and administrative expenses for the third quarter
declined $37.4 million from the year ago period and for the year
declined $91.0 million when compared to the first nine months of
fiscal 2007.

At Dec. 1, 2007, the company's consolidated balance sheet showed
$853.6 million in total assets, $599.9 million in total
liabilities, and $253.7 million in total stockholders' equity.

                      About Pier 1 Imports

Based in Fort Worth, Texas, Pier 1 Imports Inc. (NYSE: PIR)
-- http://www.pier1.com/-- is a specialty retailer of imported
decorative home furnishings and gifts.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services lowered its ratings on Pier 1
Imports Inc. to 'CCC+' from 'B-' and removed them from
CreditWatch, where they had been placed with negative implications
on Dec. 19, 2005.  The outlook is negative.

At the same time, Standard & Poor's withdrew all its ratings on
Pier 1 at the company's request.


PINE RIVER: Files Amended Combined Plan & Disclosure Statement
--------------------------------------------------------------
Pine River Plastics Inc. filed with the United States Bankruptcy
Court for the Eastern District of Michigan an Amended Combined
Plan of Liquidation and Disclosure Statement.

                          Plan Overview

The Debtor's estate contains minimal assets, other than certain
funds held in escrow representing the proceeds of sales of tooling
which are subject to litigation regarding the priority of liens to
such tooling, and other miscellaneous assets.  As a result, the
Plan does not provide for a distribution to any creditors other
than those holding allowed (i) administrative claims (other than
administrative claims pursuant to Section 503(b)(9) of the
Bankruptcy Code, who will be paid in full, and (ii) secured
claims, who will not be paid in full.

All matters relating to claims resolution and avoidance actions,
as well as distributions to general unsecured creditors and
holders of administrative claims pursuant to Section 503(b)(9) of
the Bankruptcy Code have been previously assigned to a liquidation
trust, and the Plan provides that the Court will retain
jurisdiction over the activities of the liquidation trustee.

In the event that assets of the Debtor's estate remain after
payment in full to administrative priority and secured creditors,
such assets will be conveyed to the liquidation trust, to be
distributed pursuant to a liquidation trust agreement.

                       Treatment of Claims

Under the Plan, Professional Fees, subject to allowance by the
Court after notice and hearing, will be paid in advance and as a
carve out by PNC Bank N.A.

PNC is a secured lender pursuant to a debtor-in-possession
revolving credit and security agreement dated as of Feb. 8, 2007
by and between the Debtor, the DIP lenders, and PNC as agent for
the lenders.

PNC also agreed to pay legal fees, capped at $15,000, to Jaffe,
Raitt, Heuer & Weiss, P.C., counsel for the Official Committee of
Unsecured Creditors and the liquidation trustee, for costs
incurred in addressing, reviewing and confirmation of the Plan.

Any recovery by holders of Prepetition Administrative Claims will
be achieved through a liquidation trust, as there are no estate
funds to pay such claims.

All Allowed Administrative Claims, if any, other than the
Prepetition Administrative Claims and the Claims of professionals
for Professional Fees, which will not receive payment under the
Plan, will be paid on a pro rata basis as soon as funds are
available.

Holders of Allowed Priority Claims will be paid on, or as soon as
funds are available after (a) the later of (i) the effective date
of the Plan or (ii) the date the Priority Claim becomes an Allowed
Claim, and (b) after full payment of Allowed Administrative
Expense Claims and Section III, Class I Allowed Secured Claims.
To the extent this class cannot be paid in full, all proceeds
distributed to this Class will be distributed pro-rata.  No
interest will be paid on any Priority Claim.

Class I Secured Claims will be paid as soon as funds are
available.  To the extent that any Allowed Secured Claim is
secured by property  the value of which is greater than the amount
of such Allowed Secured Claim, pursuant to Section 506(b) of the
Bankruptcy Code, such Allowed Secured Claim will be entitled to
interest from the effective date of the Plan.  The Debtor said it
does not have assets available to pay all Allowed Secured Claims
in full.

Allowed Claims of all Unsecured Creditors will not receive any
distribution under the Plan.

All Allowed Interests in the Debtor will be cancelled upon the
effective date of the Plan.

                         About Pine River

Based in Saint Clair, Michigan, Pine River Plastics, Inc. --
http://www.prplastics.com/-- manufactures plastic injection
moldings.  The company filed for Chapter 11 protection
Feb. 1, 2007 (Bankr. E.D. Mich. Case No. 07-42051).  Brendan G.
Best, Esq. and Ronald L. Rose, Esq., at Dykema Gossett PLLC,
represent the Debtor in its restructuring efforts.  The Debtor
have selected Kurtzman Karson Consultants LLC as its claim,notice
and balloting agent.  The U.S. Trustee for Region 9 has appointed
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Judith Greenstone Miller, Esq., and Jay
L. Welford, Esq., Jaffe, Raitt, Heuer and Weiss, represent
the Committee.  When the Debtor filed for protection from its
creditors, it listed estimated assets and liabilities of $1
million to $100 million.


PINNACLE POINT: Moody's Junks Ratings on Two Classes of Notes
-------------------------------------------------------------
Moody's Investors Service downgraded ratings of two classes of
notes issued by Pinnacle Point Funding II Ltd.  The notes affected
by this rating action are:

(1) $12,000,000 Class C-1 Floating Rate Deferrable Notes due 2052;

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

(2) $10,000,000 Class C-2 Fixed Rate Deferrable Notes due 2052;

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee, on Dec. 11, 2007 of an event of default
caused by a failure of the ratio of the Par Value Coverage Amount
divided by an amount equal to the sum of the Aggregate Outstanding
Amount of the Super Senior Notes and the Class A-2 Notes to be
greater than or equal to 100 per cent , as required by Section
5.1(d) of the Indenture dated June 7, 2007.

Pinnacle Point Funding II Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities, CDO securities
and synthetic securities in the form of credit default swaps.
Reference obligations for the credit default swaps are RMBS and
CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the ratio noted above failed to meet
the required percentage.

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 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.


POPE & TALBOT: U.S. Trustee Sets Jan. 8 Sec. 341 Creditors Meeting
------------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
will convene a meeting of creditors of Pope & Talbot Inc. and its
debtor affiliates at 11:00 a.m., on Jan. 8, 2008, at Room 5209,
5th Floor, J. Caleb Boggs Federal Building, in Wilmington,
Delaware.

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

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                       About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Courts Extends Deadline to File Schedules
--------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved Pope & Talbot Inc. and its debtor-affiliates' request
to extend the deadline by which they must file their Schedules and
Statements.

The Hon. Christopher S. Sontchi directed Pope & Talbot Inc., Pope
& Talbot Ltd., Pope & Talbot Spearfish Limited Partnership, and
Pope & Talbot Lumber Sales Inc. to file their Schedules and
Statements on or before Jan. 4, 2008.

The Court grants the remaining Debtors an extension of 30 days
within which to file their Schedules and Statements -- a total of
60 days after the bankruptcy filing date -- through and including
Jan. 18, 2008.

According to Judge Sontchi, the Debtors may seek further
extensions of the filing deadlines.

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Pope & Talbot Inc. and its debtor-affiliates asked the Bankruptcy
Court for authority to extend the deadline by which they must file
their Schedules and Statements through and including Jan. 18,
2008.

                       About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Courts Approve Cross-Border Insolvency Protocol
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
and the British Columbia Supreme Court approved in all respects
Pope & Talbot Inc.'s and its debtor-affiliates' proposed cross-
border insolvency protocol, to govern the administration of the
Debtors' dual proceedings between the Bankruptcy Court and the
Canadian Court.

                      Monitor's Comments

PricewaterhouseCoopers Inc., the monitor of the proceedings
commenced by Pope & Talbot Ltd. and its subsidiaries under the
Companies' Creditors Arrangement Act, notes that the Cross-Border
Insolvency Protocol has been amended to provide for a joint
approval of the sale of the Debtors' mill assets located in
Canada.

The Monitor agrees that the Protocol is appropriate for sales
that involve assets in both the United States and Canada.
However, the Monitor is concerned that requiring joint approval
of the Courts for the mill assets located solely in British
Columbia may increase expense and lead to delays and ultimately
the possibility of duplicative decisions.

The Monitor has been advised that the Official Committee of
Unsecured Creditors has representation before the Canadian Court,
and any concerns of the Creditors Committee could be aired before
the Canadian Court, which, the Monitor believes, has considerable
experience in dealing with "sales of these sorts of assets".

As reported in the Troubled Company Reporter on Dec. 5, 2007, the
protocol will become effective only upon approval of both the
Bankruptcy Court and the Canadian Court.

                       About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


QUEBECOR MEDIA: Earns CDN$84.8 Million in Third Quarter
-------------------------------------------------------
Quebecor Media generated net income of CDN$84.8 million in the
third quarter of 2007, compared with CDN$46.6 million in the same
quarter of 2006.  The CDN$38.2 million increase was mainly due to
the CDN$58.4 million increase in operating income.

Quebecor Media Inc. reported third quarter 2007 revenues of
CDN$834.6 million, a CDN$116.0 million increase.  All of Quebecor
Media's business segments posted higher revenues.  Quebecor
Media's operating income increased by CDN$58.4 million to
CDN$253.6 million in the third quarter of 2007, mainly because of
higher operating income in the Cable segment, as well as increases
in Newspapers and Broadcasting.

"Quebecor Media continued growing its revenues, operating income
and net income in the third quarter of 2007," said Pierre Karl
Peladeau, president and chief executive officer of Quebecor Inc.
"The strong performance was spearheaded by the Cable segment,
which once again posted substantial increases in the customer base
for its cable telephone, Internet access and digital cable
television services.  The Newspapers and Broadcasting segments
also improved their operating results."

                       Year to Date Results

Quebecor Media's year to date revenues increased by
CDN$246.6 million to CDN$2.40 billion.  All of Quebecor Media's
business segments without exception reported higher revenues.
Operating income rose by CDN$115.4 million to CDN$676.7 million,
mainly because of higher operating income in the Cable segment, as
well as increases in Broadcasting, Leisure and Entertainment and
Newspapers.  Excluding the impact of the consolidated stock option
expense, the increase in year to date operating income was 24.4%,
compared with 8.0% in the same period of 2006.

Year to date net income was CDN$214.7 million, compared with a
CDN$72.6 million net loss in the same period of 2006.  The company
attributed the CDN$287.3 million improvement primarily to the
favourable impact on the analysis of the 2007 numbers of the
recognition in the first nine months of 2006 of a
CDN$342.1 million loss on debt refinancing.  The CDN$115.4 million
increase in operating income was also a factor in the improvement.

At Sept. 30, 2007, the company's consolidated balance sheet showed
CDN$7.36 billion in total assets, CDN$4.99 billion in total
liabilities, and CDN$2.37 billion in total stockholders' equity.

                       About Quebecor Media

Headquartered in Montreal, Canada, Quebecor Media Inc., a
subsidiary of Mortsel, Belgium-based, Quebecor Inc. --
http://www.quebecor.com/-- owns operating companies in numerous
media-related businesses: Videotron Ltd., a cable operator in
Quebec and a major Internet Service Provider and provider of
telephone and business telecommunications services; Sun Media
Corporation, Canada's chain of tabloids and community newspapers;
TVA Group Inc., operator of French-language general-interest
television network in Quebec, a number of specialty channels, and
the English-language general-interest station Sun TV; Canoe Inc.,
operator of a network of English-and French-language Internet
properties in Canada; Nurun Inc., a major interactive technologies
and communications agency with offices in Canada, the United
States, Europe and Asia; companies engaged in book publishing and
magazine publishing; and companies engaged in the production,
distribution and retailing of cultural products, namely
Archambault Group Inc., a chain of music stores in eastern Canada,
TVA Films, and Le SuperClub Videotron ltee, a chain of video and
video game rental and retail stores.  The company has global
facilities in India, France and Argentina.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 1, 2007,
Moody's Investors Service rated Quebecor Media Inc.'s
CDN$700 million add-on senior unsecured note issue B2.  Ratings on
the underlying 7.75% senior unsecured notes due in March of 2016
were affirmed at the same B2 level.  At the same time, QMI's Ba3
corporate family rating and stable ratings outlook were affirmed.


QUINTILES TRANSNATIONAL: S&P Holds BB- Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings for
Quintiles Transnational Corp., including the 'BB-' corporate
credit rating.

The affirmation follows the announcement that One Equity Partners,
the private equity arm of JPMorgan Chase, will sell its stake in
the company to a new investment partnership, in which Bain Capital
and TPG Capital are the lead investors.  This transaction is not
expected to affect the company's creditworthiness given that it
will incur no new debt as a result of the deal.

Quintiles holds an industry-leading position as a contract
services provider to the pharmaceutical and biotechnology
industries.


RED VISTAS: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Red Vistas at Magic Ranch, L.L.C.
        c/o Richard Harris
        P.O. Box 51000
        Mesa, AZ 85208

Bankruptcy Case No.: 07-07077

Chapter 11 Petition Date: December 24, 2007

Court: District of Arizona (Phoenix)

Judge: James M. Marlar

Debtor's Counsel: Brian N. Spector, Esq.
                  Jennings, Strouss & Salmon, P.L.C.
                  The Collier Center, 11th Floor
                  201 East Washington Street
                  Phoenix, AZ 85004-2385
                  Tel: (602) 262-5977
                  Fax: (602) 495-2654

Total Assets: $6,750,100

Total Debts:  $7,999,784

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Johnson Utilities, L.L.C.      Provider of water     $608,000
5230 East Shea Boulevard,      and sewer services
Suite 200                      and infrastructure
Scottsdale, AZ 85254

R.B.R. Land Development        Project managment     $37,572
Services, L.L.C.               services
7165 East University Drive,
Suite 152-2
Mesa, AZ 85207

Pinal County Treasurer         Unpaid 2007 real      $29,000
P.O. Box 729                   estate taxes
Florence, AZ 85232

Terrano                        Landscaping and       $3,651
                               irrigation design


RITCHIE MULTI-STRATEGY: Involuntary Chapter 11 Case Summary
-----------------------------------------------------------
Alleged Debtor: Ritchie Multi-Strategy Global, L.L.C.,
                801 Warrenville Road, Suite 650
                Lisle, IL 60532

Case Number: 07-24236

Type of Business: The Debtor is engaged in investment offices.

Involuntary Petition Date: December 26, 2007

Court: Northern District of Illinois (Chicago)

Petitioner's Counsel: Jeff J. Marwil, Esq.
                      Winston & Stawn, L.L.P.
                      35 West Wacker Drive
                      Chicago, IL 60601
                      Tel: (312) 558-5600
                      Fax: (312) 558-5700

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Benchmark Plus Institutional   unpaid investor      $39,072,654
Partners, L.L.C.               debt obligation
Attention: Robert S. Ferguson
820 A Street, Suite 700
Tacoma, WA 98402

Benchmark Plus Partners,       unpaid investor      $6,125,085
L.L.C.                         debt obligation
Attention: Robert S. Ferguson
820 A Street, Suite 700
Tacoma, WA 98402

Sterling Low Volatility Fund   unpaid investor      $883,430
Q.P.,                          debt obligation
National City Corp.
Attention: Jeff Suhanic,
John Abbink
1111 Superior Avenue,
Suite 250
Cleveland, OH 44114


RITE AID: Posts $84.8 Million Net Loss in 3rd Qtr. Ended Dec. 1
---------------------------------------------------------------
Rite Aid Corporation disclosed Thursday last week financial
results for its third quarter ended Dec. 1, 2007.  Other than
same-store comparisons, results for the third quarter reflect the
acquisition of the Brooks Eckerd stores and distribution centers
acquired June 4, 2007.

Net loss for the quarter was $84.8 million compared to last year's
third quarter net income of $1.1 million.  The company said that
an increase in adjusted EBITDA of $71.5 million and an increase in
the income tax benefit of $53.6 million were exceeded by the
increase in expenses resulting from the Brooks Eckerd acquisition
including an increase in depreciation and amortization expense of
$69.7 million, additional interest expense of 62.1 million,
integration expense of $53.3 million and an increase in store
closing and impairment charge of $16.7 million.

Revenues for the 13-week third quarter were $6.52 billion versus
revenues of $4.32 billion in the prior year third quarter.
Revenues increased 51.0%.

Same store sales increased 0.7% during the third quarter as
compared to the year-ago like period, consisting of a 1.2%
pharmacy same store sales increase and a 0.4% decrease in front-
end same store sales.  The number of prescriptions filled in same
stores increased 0.2%.  Prescription sales accounted for 68.3% of
total sales, and third party prescription sales represented 96.0%
of pharmacy sales.

Adjusted EBITDA was $232.3 million or 3.6% of revenues for the
third quarter compared to $160.8 million or 3.7% of revenues for
last year's third quarter.  The $71.5 million increase in adjusted
EBITDA was due to the increase in revenues, which came primarily
from acquired Brooks Eckerd stores, along with an improvement in
gross margin rate.  Excluding occupancy expenses related to the
company's new and relocated store program, expenses as a percent
of revenues were lower.

"Pharmacy same store sales increases remained steady throughout
the quarter, gross margin rate improved and our team once again
did a good job of controlling expenses.  But even though our front
end sales started to turn positive in November, we are
disappointed with our results," said Mary Sammons, Rite Aid
chairman, president and chief executive officer.  "Like the rest
of the industry, our business has been negatively impacted by a
slow start to the cough, cold and flu season and a more cautious
consumer.

"On the positive side, we're pleased with our progress on the
Brooks Eckerd integration and continue to expect all of the
acquired stores to be converted and integrated into Rite Aid by
fall of next year," Sammons said.  "Our new and relocated store
development is also on track for the year."

In the third quarter, the company opened 12 new stores, relocated
21 stores and closed or sold 64 stores which were primarily
related to combining acquired stores in close proximity to
existing stores.  Stores in operation at the end of the quarter
totaled 5,089.

At Dec. 1, 2007, the company's consolidated balance sheet showed
$12.55 billion in total assets, $9.89 billion in total
liabilities, and $2.66 million in total stockholders' equity.

                          About Rite Aid

Headquartered in Camp Hill, Pa., Rite Aid Corporation (NYSE: RAD)
-- http://www.riteaid.com/-- is one of the United States' leading
drugstore chains with approximately 5,100 stores in 31 states and
the District of Columbia.

                          *     *     *

Todate, Rite Aid Corp. still carries Standard & Poor's Ratings
Services 'B' long term foreign issuer credit and long term local
issuer credit ratings which were placed on May 8, 2007.  Outlook
is Stable.


RIVER NORTH: Moody's Cuts Rating on $14.25 Million Notes to B3
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by River North
CDO Ltd. on review for possible downgrade:

* Class Description: $33,000,000 Class B Senior Secured
Floating Rate Notes Due 2040

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

* Class Description: $5,250,000 Class C Senior Secured
Deferrable Floating Rate Notes Due 2040

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

* Class Description: $11,500,000 Class D-1 Secured
Deferrable Floating Rate Notes Due 2040

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

* Class Description: $5,000,000 Class D-2 Secured
Deferrable Fixed Rate Notes Due 2040

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

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

* Class Description: $14,250,000 Class Subordinated Notes
Due 2040

  -- Prior Rating: Ba3
  -- Current Rating: B3, on review for possible downgrade

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


SACO MORTGAGE: Fitch Cuts Ratings on Four Certs. to Low-B
---------------------------------------------------------
Fitch Ratings has taken these rating actions on four SASCO
mortgage pass-through certificate securitizations.  Affirmations
total $1.30 billion and downgrades total $38.5 million.  In
addition, $45.8 million is placed on Rating Watch Negative.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with these rating actions:

                        SASCO 2005-OPT1

  -- $237.8 million class A affirmed at 'AAA' (BL: 29.65, LCR:
     1.97);

                        Deal Summary

  -- Originators: Option One (100%);
  -- 60+ day Delinquency: 19.83%;
  -- Realized Losses to date (% of Original Balance): 0.44%;
  -- Expected Remaining Losses (% of Current Balance): 15.07%;
  -- Cumulative Expected Losses (% of Original Balance): 8.90%.

                       SASCO 2005-WMC1

  -- $3.7 million class M-1 affirmed at 'AA' (BL: 96.30, LCR:
     7.96);

  -- $18 million class M-2 affirmed at 'A' (BL: 60.28, LCR:
     4.98);

  -- $4.5 million class M-3 affirmed at 'A-' (BL: 50.44, LCR:
     4.17);

  -- $8.5 million class M-4 affirmed at 'BBB' (BL: 31.12, LCR:
     2.57);

  -- $3.6 million class M-5 affirmed at 'BB+' (BL: 22.87, LCR:
     1.89);

  -- $5.6 million class M-6 downgraded to 'B' from 'BB' (BL:
     10.76, LCR: 0.89);

  -- $1.6 million class B rated 'B' (BL: 9.22, LCR: 0.76),
     placed on Rating Watch Negative.

                         Deal Summary

  -- Originators: WMC (100%);
  -- 60+ day Delinquency: 34.02%;
  -- Realized Losses to date (% of Original Balance): 1.5%;
  -- Expected Remaining Losses (% of Current Balance): 12.1%;
  -- Cumulative Expected Losses (% of Original Balance): 3.24%.

                        SASCO 2005-WF3

  -- $221.7 million class A affirmed at 'AAA' (BL: 37.87, LCR:
     7.17);
  -- $30.3 million class M-1 affirmed at 'AA+' (BL: 28.81, LCR:
     5.46);
  -- $19.3 million class M-2 affirmed at 'AA' (BL: 15.43, LCR:
     2.92);
  -- $9.7 million class M-3 affirmed at 'AA-' (BL: 13.45, LCR:
     2.55);
  -- $9.7 million class M-4 affirmed at 'A+' (BL: 11.45, LCR:
     2.17);
  -- $9.2 million class M-5 affirmed at 'A' (BL: 9.51, LCR:
     1.80);
  -- $5.7 million class M-6 affirmed at 'A-' (BL: 8.27, LCR:
     1.57);
  -- $4.8 million class M-7 affirmed at 'BBB+' (BL: 7.19, LCR:
     1.36);
  -- $4.4 million class M-8 downgraded to 'BBB-' from 'BBB'
     (BL: 6.13, LCR: 1.16);
  -- $4.4 million class M-9 downgraded to 'BB' from 'BBB-' (BL:
     5.46, LCR: 1.03);
  -- $4.4 million class B-1 downgraded to 'BB' from 'BB+' (BL:
     5.15, LCR: 0.98).

                             Summary

  -- Originators: Wells Fargo (100%);
  -- 60+ day Delinquency: 18.14%;
  -- Realized Losses to date (% of Original Balance): 0.28%;
  -- Expected Remaining Losses (% of Current Balance): 5.28%;
  -- Cumulative Expected Losses (% of Original Balance): 2.30%.

                         SASCO 2005-WF4

  -- $499.5 million class A affirmed at 'AAA' (BL: 46.02, LCR:
     5.02);

  -- $60.8 million class M-1 affirmed at 'AA+' (BL: 38.37, LCR:
     4.19);

  -- $51.0 million class M-2 affirmed at 'AA' (BL: 32.34, LCR:
     3.53);

  -- $33.4 million class M-3 affirmed at 'AA-' (BL: 28.33, LCR:
     3.09);

  -- $26.5 million class M-4 affirmed at 'A+' (BL: 25.11, LCR:
     2.74);

  -- $22.6 million class M-5 affirmed at 'A' (BL: 16.11, LCR:
     1.76);

  -- $21.6 million class M-6 affirmed at 'A-' (BL: 14.23, LCR:
     1.55);

  -- $14.7 million class M-7 rated 'BBB+' (BL: 12.90, LCR:
     1.41) placed on Rating Watch Negative;

  -- $14.7 million class M-8 rated 'BBB' (BL: 11.62, LCR: 1.27)
     placed on Rating Watch Negative;

  -- $14.7 million class M-9 rated 'BBB-' (BL: 10.34, LCR:
     1.13) placed on Rating Watch Negative;

  -- $19.6 million class B-1 downgraded to 'B' from 'BBB-' (BL:
     8.60, LCR: 0.94).

                             Summary

  -- Originators: Wells Fargo (100%);
  -- 60+ day Delinquency: 15.78%;
  -- Realized Losses to date (% of Original Balance): 0.52%;
  -- Expected Remaining Losses (% of Current Balance): 9.16%;
  -- Cumulative Expected Losses (% of Original Balance): 4.47%.


SINCLAIR BROADCAST: S&P Affirms BB- Rating with Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Sinclair Broadcast Group Inc., including the 'BB-' corporate
credit rating, and changed the outlook to stable from negative.

"The outlook change reflects Sinclair's progress in reducing its
leverage and our expectation that the company's debt levels will
continue to improve," explained Standard & Poor's credit analyst
Ms. Debbie Kinzer.

The ratings on Sinclair Broadcast Group Inc. and its subsidiary,
Sinclair Television Group Inc. (the debt of which it guarantees),
reflect the company's financial risk from high debt leverage, its
portfolio of generally lower-ranked stations, and TV advertising's
mature revenue growth prospects.

The company's large TV audience reach, TV broadcasting's typically
good margin and discretionary cash flow potential, and resilient
station asset values partially offset these factors.


SIRICOMM INC: Files Chapter 11 Petition in Missouri
---------------------------------------------------
SiriCOMM Inc. sought for protection from creditors under chapter
11 on Dec. 21, 2007, Melissa Dunson of the Joblin Globe reports.

Board members, Dick Landis, Mark Grannell, Steve Fox and Terry
Thompson, filed with the U.S. District Court for the Western
District of Missouri on Dec. 10, 2007, indicating agreement of a
bankruptcy filing, Joblin Globe relates.  The board was then
allowed a 30-day period to decide whether to pursue the bankruptcy
or not, Joblin Globe adds.

Former network operations manager, William Tylle, told Joblin
Globe that it was "pretty crappy" for the company to ask staff to
continue reporting to work after the initial disclosure of a
likely bankruptcy.

Mr. Tylle adds that the company owes thousands of dollars of back
pay to hundreds of workers, to whom they promised payment by the
end of 2007, Joblin Globe says.

Mr. Grannell, also SiriCOMM's president and chief executive
officer of SiriCOMM, said a week ago that the "company's future
was uncertain," Joblin Globe notes.

Polsinelli Shalton Flanigan & Suelthaus, of Kansas City,
represents the SiriCOMM, Joblin Globe adds, citing court
documents.

              ViaSat Cuts Connection Over Non-Payment

On Nov. 20, 2007, SiriCOMM said in a filing with the Securities
and Exchange Commission that ViaSat Inc., its core network and
internet provider turned off the connectivity between the SiriCOMM
network nodes, effectively disabling its entire wireless network.

The network, the company said, will remain inactive pending
resolution of certain key issues, including non-payment.

"We are very disappointed at the actions taken by ViaSat and we
are continuing to work diligently to remedy the situation," said
Mr. Grannell.

                        About SiriCOMM

Joplin, Missouri-based SiriCOMM Inc. (OTC Bulletin Board: SIRC) --
http://www.siricomm.com/-- provides application service and
specializes in wireless Internet connectivity and productivity
applications tailored to the transportation industry.  By
providing both network access and a robust application host
platform, SiriCOMM delivers a responsive and convenient way for
all industry stakeholders to interact with information needed on a
regular basis.  The company uses Wi-Fi technologies to create hot
spots at locations convenient to highway travel.  As of June 30,
2007, the company's balance sheet showed $3,991,222 in total
assets and $3,026,695 in total liabilities.


SIRICOMM INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: SiriComm, Inc.
        4710 East 32 Street
        Joplin, MO 64804

Bankruptcy Case No.: 07-30900

Type of Business: The Debtor provides wireless internet
                  access and software to the transportation
                  industry.
                  see: http://www.siricomm.com/

Chapter 11 Petition Date: December 21, 2007

Court: Western District of Missouri (Joplin)

Judge: Jerry W. Venters

Debtor's Counsel: James E. Bird, Esq.
                  Polsinelli Shalton Flanigan Suelthaus PC
                  700 W. 47th Street, Suite 1000
                  Kansas City, MO 64112
                  Tel: (816) 753-1000
                  Fax: (816) 753-1536
                  http://www.polsinelli.com/

Estimated Assets: $3,991,222

Estimated Debts:  $3,912,400

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   ViaSat                      contract              $1,850,041
   P.O. Box 512860
   Los Angeles, CA 90051-2860

   Henry P. Hoffman            contract              $187,872
   3820 Old Orchard Road
   Joplin, MO 64804

   Idling Solutions            deposit               $168,432
   5000 Legacy Drive
   Suite 47
   Plan, TX 75024

   Direct Truck LLC            trade debt            $63,000

   Weaver and Martin LLC       trade debt            $50,000

   Terry Thompson              compensation          $38,099

   Markinetics Inc.            trade debt            $27,591

   Dick Landis                 compensation          $27,500


   Mark L. Grannell            claim                 $27,317

   Taxing Authorities          taxes                 $22,843

   Kory S. Dillman             claim                 $20,001

   John C. Hillring            claim                 $20,718

   Steve Fox                   compensation          $20,000

   Cadco Inc.                  trade debt            $18,447

   John P. Burton              claim                 $16,114

   David A. Miller             claim                 $13,609

   Sommer & Scheider LLP       trade debt            $12,039

   4301 Main LLC               trade debt            $11,400

   MarketSphere                trade debt            $10,950

   Satellite Dish              trade debt            $10,386
   Communications Inc.


SPANSION INC: Amends Merger Agreement with Saifun Semiconductors
----------------------------------------------------------------
Spansion Inc. and Saifun Semiconductors Ltd. boards of directors
have executed an amendment to their merger agreement providing
for an approximately $31.4 million increase in the cash
distribution, which would result in a cash distribution of
approximately $6.05 per share in cash based on Saifun
Semiconductor's current capitalization.

The cash distribution will be funded solely from Saifun's existing
cash on hand prior to or on the closing of the transaction.  The
exchange ratio that each outstanding share of Saifun common stock
would receive in the merger remains 0.7429 shares of Spansion
common stock.  In connection with this amendment, Saifun will send
to its shareholders and file with the Securities and Exchange
Commission additional solicitation materials.

"We are very excited about this transaction as the combined
company will be well positioned for future growth.
Additionally, with the cash that will be acquired in the
transaction, the combined company will be capitalized to further
leverage Saifun's licensing business," said Spansion Inc
president and Chief Executive Officer, Bertrand Cambou.  "We
also feel it is appropriate in this environment that Saifun
shareholders receive a higher cash distribution."

The special general meeting of Saifun shareholders called to
obtain the shareholder approval necessary to complete the merger
and all transactions contemplated under the amended merger
agreement including the increased cash distribution will be
held, as originally scheduled, on Dec. 20, 2007 at 4:00 p.m.
Israel time.  The record date for Saifun shareholders entitled
to attend and vote at the Saifun special general meeting remains
Nov. 11, 2007.  Saifun notes that shareholders that have
previously voted may either change their vote as a result of the
amendment, or decide to leave their original vote unchanged, in
which case their vote shall be seemed to refer to the amended
merger agreement which includes the increased cash distribution
amount as detailed above.

The merger remains subject to satisfaction of customary closing
conditions that include Israeli court approval, regulatory
approvals and the Saifun shareholders' approval, and is expected
to close in the first quarter of 2008.

Saifun shareholders are reminded that their vote is very
important.  Any shareholder who has not yet voted is urged to
vote 'FOR' the approval of the merger agreement as amended, the
merger and the transactions the amended merger agreement
contemplates, including the increased cash distribution.  Saifun
shareholders are advised that if they have any questions or need
any assistance in the voting of their shares or if they need
additional copies of Saifun's proxy materials, they should
contact Saifun's proxy solicitor, Innisfree M and A
Incorporated, toll-free at 888-750-5834 (United States and
Canada) or 00800 7710 9971 (Europe and Israel).

                 Additional Information About
               the Merger and Where to Find It

Saifun Semiconductors has filed a Form 6-K with the SEC
containing a definitive proxy statement and other relevant
materials in connection with the proposed merger.  On or about
Nov. 13, 2007, the definitive proxy statement was mailed to
Saifun shareholders of record as of the close of business on
Nov. 11, 2007.  Saifun security holders are urged to read the
definitive proxy statement and the other relevant materials
because they contain, among other things, important information
about the merger, the merger agreement, the cash distribution
and the special general meeting of Saifun shareholders, as well
as important information about Saifun and Spansion.

The definitive proxy statement and other relevant materials, and
any other documents filed by Spansion or Saifun with the SEC, may
be obtained free of charge at the SEC's web site at
http://www.sec.gov/

In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by Spansion by contacting its
Investor Relations, Bob Okunski, (408) 616-1117.  Investors and
security holders may obtain free copies of the documents filed
with the SEC by Saifun by contacting KCSA Worldwide, Lee Roth,
(212) 896-1209.

                      About Spansion Inc.

Headquartered in Sunnyvale, California, Spansion Inc. (NASDAQ:
SPSN) -- http://www.spansion.com/-- designs, develops,
manufactures, markets and sells flash memory solutions  for
wireless, automotive, networking and consumer electronics
applications.

The company has European operations in France, Asia-Pacific
facilities in Japan, China, Malaysia and Thailand, as well as
sales offices in Latin American countries including Brazil and
Mexico.

                        *     *     *

As of Oct. 18, 2007, Spansion Inc. still carries Moody's 'B3' long
term corporate family rating last placed on Dec. 5, 2005.  Outlook
is Stable.


STRUCTURED ASSET: Fitch Junks Ratings on 21 Certificates
--------------------------------------------------------
Fitch Ratings has taken these rating actions on five Structured
Asset Investment Loans mortgage pass-through certificate
transactions.  Affirmations total $2.7 billion and downgrades
total $873.1 million.  Break Loss percentages and Loss Coverage
Ratios for each class are included with these rating actions:

                         SAIL 2005-HE1

  -- $277 million class A affirmed at 'AAA' (BL: 59.10, LCR:
     3.11);

  -- $84.5 million class M1 affirmed at 'AA+' (BL: 44.12, LCR:
     2.32);

  -- $48.2 million class M2 affirmed at 'AA' (BL: 36.00, LCR:
     1.90);

  -- $28.4 million class M3 downgraded to 'A+' from 'AA-' (BL:
     31.09, LCR: 1.64);

  -- $25.8 million class M4 downgraded to 'A-' from 'A+' (BL:
     26.59, LCR: 1.40);

  -- $25 million class M5 downgraded to 'BBB-' from 'A' (BL:
     22.23, LCR: 1.17);

  -- $17.2 million class M6 downgraded to 'BB' from 'A-' (BL:
     19.15, LCR: 1.01);

  -- $17.2 million class M7 downgraded to 'B' from 'BBB+' (BL:
     15.94, LCR: 0.84);

  -- $10.3 million class M8 downgraded to 'C/DR6' from 'BBB';

  -- $12 million class M9 downgraded to 'C/DR6' from 'BB+';

  -- $15.5 million class B1 downgraded to 'C/DR6' from 'BB-'.

                          Deal Summary

  -- Originators: Finance America (53%), Ameriquest (47%);
  -- 60+ day Delinquency: 33.25%;
  -- Realized Losses to date (% of Original Balance): 1.87%;
  -- Expected Remaining Losses (% of Current Balance): 18.98%;
  -- Cumulative Expected Losses (% of Original Balance): 8.27%.


                         SAIL 2005-HE2

  -- $169.6 million class A affirmed at 'AAA' (BL: 53.83, LCR:
     2.28);

  -- $30.7 million class M1 affirmed at 'AA+' (BL: 44.41, LCR:
     1.88);

  -- $24.4 million class M2 affirmed at 'AA' (BL: 36.86, LCR:
     1.56);

  -- $15.1 million class M3 downgraded to 'BBB+' from 'AA-'
     (BL: 32.14, LCR: 1.36);

  -- $13.8 million class M4 downgraded to 'BBB-' from 'A+' (BL:
     27.77, LCR: 1.18);

  -- $11.7 million class M5 downgraded to 'BB' from 'A' (BL:
     24.05, LCR: 1.02);

  -- $10.1 million class M6 downgraded to 'B' from 'A-' (BL:
     20.78, LCR: 0.88);

  -- $7.5 million class M7 downgraded to 'B' from 'BBB+' (BL:
     18.21, LCR: 0.77);

  -- $7.5 million class M8 downgraded to 'C/DR5' from 'BBB';

  -- $9.2 million class M9 downgraded to 'C/DR5' from 'BBB';

  -- $8.8 million class M10 downgraded to 'C/DR5' from 'BB+';

  -- $6.3 million class B1 downgraded to 'C/DR6' from 'BB-';

  -- $5.8 million class B2 downgraded to 'C/DR6' from 'B+'.

                         Deal Summary

  -- Originators: OwnIt (52%), Ameriquest (46%);
  -- 60+ day Delinquency: 33.76%;
  -- Realized Losses to date (% of Original Balance): 2.40%;
  -- Expected Remaining Losses (% of Current Balance): 23.58%;
  -- Cumulative Expected Losses (% of Original Balance):
     11.46%.

                         SAIL 2005-HE3

  -- $524.9 million class A affirmed at 'AAA' (BL: 50.05, LCR:
     2.44);

  -- $100.7 million class M1 affirmed at 'AA+' (BL: 39.13, LCR:
     1.91);

  -- $63.9 million class M2 affirmed at 'AA' (BL: 32.37, LCR:
     1.58);

  -- $52.1 million class M3 downgraded to 'BBB+' from 'AA-'
     (BL: 26.82, LCR: 1.31);

  -- $28.4 million class M4 downgraded to 'BBB-' from 'A+' (BL:
     23.76, LCR: 1.16);

  -- $24.8 million class M5 downgraded to 'BB' from 'A' (BL:
     21.07, LCR: 1.03);

  -- $22.5 million class M6 downgraded to 'B' from 'A-' (BL:
     18.57, LCR: 0.91);

  -- $20.1 million class M7 downgraded to 'B' from 'A-' (BL:
     16.25, LCR: 0.79);

  -- $20.1 million class M8 downgraded to 'C/DR5' from 'BBB+';

  -- $18.9 million class M9 downgraded to 'C/DR5' from 'BBB';

  -- $14.2 million class M10 downgraded to 'C/DR5' from 'BB+';

  -- $21.3 million class M11 downgraded to 'C/DR5' from 'BB-'.

                         Deal Summary

  -- Originators: BNC (51%), Ameriquest (35%);
  -- 60+ day Delinquency: 31.84%;
  -- Realized Losses to date (% of Original Balance): 1.48%;
  -- Expected Remaining Losses (% of Current Balance): 20.48%;
  -- Cumulative Expected Losses (% of Original Balance): 9.63%.


                          SAIL 2005-6

  -- $405.5 million class A affirmed at 'AAA' (BL: 54.38, LCR:
     3.69);

  -- $68 million class M1 affirmed at 'AA+' (BL: 44.48, LCR:
     3.02);

  -- $63.5 million class M2 affirmed at 'AA' (BL: 36.53, LCR:
     2.48);

  -- $38.5 million class M3 affirmed at 'AA-' (BL: 31.45, LCR:
     2.14);

  --$ 34 million class M4 affirmed at 'A+' (BL: 26.94, LCR:
     1.83);

  -- $34 million class M5 affirmed at 'A' (BL: 22.43, LCR:
     1.52);

  -- $26 million class M6 affirmed at 'BBB-' (BL: 18.89, LCR:
     1.28);

  -- $34 million class M7 downgraded to 'B' from 'BB-' (BL:
     11.03, LCR: 0.75);

  -- $22.6 million class M8 downgraded to 'CC/DR3' from 'B+';

  -- $11.3 million class M9 downgraded to 'C/DR5' from 'B+';

  -- $5.6 million class M10-A downgraded to 'C/DR6' from 'B';

  -- $5.6 million class M10-F downgraded to 'C/DR6' from 'B'.

                         Deal Summary

  -- Originators: BNC (63%), Option One (21%);

  -- 60+ day Delinquency: 28.81%;

  -- Realized Losses to date (% of Original Balance): 1.24%;

  -- Expected Remaining Losses (% of Current Balance): 14.73%;

  -- Cumulative Expected Losses (% of Original Balance): 6.17%.

                            SAIL 2005-11

  -- $732.9 million class A affirmed at 'AAA' (BL: 37.80, LCR:
     2.15);

  -- $132 million class M1 downgraded to 'A-' from 'AA' (BL:
     25.35, LCR: 1.44);

  -- $33.7 million class M2 downgraded to 'BBB' from 'AA-' (BL:
     22.11, LCR: 1.26);

  -- $29.9 million class M3 downgraded to 'BB' from 'A+' (BL:
     19.22, LCR: 1.09);

  -- $29 million class M4 downgraded to 'B' from 'A' (BL:
     16.41, LCR: 0.93);

  -- $22.4 million class M5 downgraded to 'B' from 'A-' (BL:
     14.15, LCR: 0.8);

  -- $20.6 million class M6 downgraded to 'C/DR5' from 'BBB';

  -- $16.8 million class M7 downgraded to 'C/DR5' from 'BB+';

  -- $11.2 million class M8 downgraded to 'C/DR5' from 'B+';

  -- $18.7 million class B1 downgraded to 'C/DR6' from 'B';

  -- $8.1 million class B2 downgraded to 'C/DR6' from 'CCC'.

                           Deal Summary

  -- Originators: BNC (76%);
  -- 60+ day Delinquency: 23.43%;
  -- Realized Losses to date (% of Original Balance): 1.45%;
  -- Expected Remaining Losses (% of Current Balance): 17.59%;
  -- Cumulative Expected Losses (% of Original Balance):
     11.37%.


STRUCTURED ASSET: S&P Cuts Rating on Class B Certificates to "D"
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B mortgage pass-through certificates from Structured Asset
Securities Corp. Mortgage Loan Trust 2005-GEL3 to 'D' from 'CCC',
and S&P downgraded class M-5 to 'BB' from 'BBB+'. At the same
time, S&P lowered its rating on class M-6 to 'CCC' from 'BB' and
removed it from CreditWatch with negative implications.
Concurrently, S&P affirmed its ratings on the remaining five
classes from this series.

The downgrades reflect the deteriorating performance of the
collateral pools as monthly net losses continue to significantly
outpace monthly excess interest cash flows, resulting in principal
write-downs to the overcollateralization (O/C) for these deals.

As of the November 2007 distribution period, total delinquencies
were 30.06% of the current pool balance, while severe
delinquencies (90-plus days, foreclosures, and REOs) were 15.82%.
The transaction, which is 28 months seasoned, has experienced
approximately 2.80% in cumulative realized losses to date.  The
outstanding pool factor for this deal is 32.36%.   If
delinquencies continue to translate into realized losses,
S&P will likely take further negative rating actions.

Subordination, O/C, and excess interest cash flows provide credit
support for this transaction.  The underlying collateral
originally consisted of document-deficient, outside-the-
guidelines, and reperforming mortgage loans that are secured by
first and second liens on one-to four-family residential
properties.

       Ratings Lowered and Removed from CreditWatch Negative

Structured Asset Securities Corp. Mortgage Loan Trust 2005-GEL3
               Mortgage pass-through certificates

                                Rating
                                ------

              Class      To              From
              -----      --              ----

              M-6        CCC             BB/Watch Neg

                        Ratings LOwered

Structured Asset Securities Corp. Mortgage Loan Trust 2005-GEL3
              Mortgage pass-through certificates

                                Rating
                                ------

              Class      To              From
              -----      --              ----

              M-5        BB              BBB+
              B          D               CCC

                        Ratings Affirmed

Structured Asset Securities Corp. Mortgage Loan Trust 2005-GEL3
             Mortgage pass-through certificates

                 Class            Rating
                 -----            ------

                 A, M1            AAA
                 M2               AA+
                 M3               A+
                 M4               A-


SURETY CAPITAL: Files for Bankruptcy to Pursue Sale of Asset
------------------------------------------------------------
Surety Capital Corp., parent company of Surety Bank of Fort Worth,
has filed for bankruptcy with the U.S. Bankruptcy Court for the
Northern District of Texas, Barry Shlachter writes for the Star-
Telegram.

The bankruptcy, according to Surety chairman and chief executive
officer Jerom Weiner, will enable the bank to proceed with a sale
of the company and counter a likely major shareholder objection,
Star-Telegram reports.

The bank has received a buy offer from an undisclosed bank in
Texas for a purchase price of $3 million, which is significantly
above its book value estimated at $5.5 million to $6 million,
Star-Telegram reveals, citing Mr. Weiner, successor to Richard N.
Abrams.

Securities and Exchange Commission filings reveal that Surety
signed a stock purchase agreement with Pax Holdings Inc. dated
Oct. 11, 2006.  Under the stock purchase agreement, Pax will buy
100% of Surety's stock for a sum equal to the bank's shareholder
equity as determined on the business day preceding the closing
date plus $3,000,000.  However, Pax notified Surety in a letter
dated May 29, 2007, of the termination of the stock purchase
agreement.

Mr. Weiner stressed that the new offer they received was not from
Pax, Star-Telegram reports.

Surety had $9 million in assets and $6.6 million in debts, Star-
Telegram relates, citing documents filed with the Court.  The bank
had assets of $36.2 million and deposits of $29.9 million as of
Sept. 30, 2007, based on filing with the Federal Deposit Insurance
Corp., Star-Telegram says.

Mr. Weiner told Star-Telegram that there were no audits on the
company since 2004, while Mr. Abrams was chairman and added that
the company failed to make the needed disclosures with the SEC.

However, Surety has informed the SEC of the missed filings and has
made the necessary state and federal disclosures, Star-Telegram
relates, citing Mr. Weiner.

                       About Surety Capital

Surety Capital Corp. is the parent company of Surety Bank, --
http://www.suretybank.com/-- an independent community bank
serving Fort Worth's community businesses and consumers.  It
targets small and medium sized businesses in Fort Worth and
throughout Tarrant County.  It currently has 15 employees.

In 1998, Surety operated 13 bank branches and had $240 million in
assets.  It sold off its offices to in the late 1990s and early
2000 to get additional funds after a series of financial problems.
In 1997, Surety Bank incurred a $4.1 million loss related to its
accounts receivable factoring operation.  Its former presidentand
its chairman paid fines after pleading guilty for a 1999 diversion
of wrong accounts to cover bad loans and boost earnings.

Surety Bank presently maintains a single branch at Summit Avenue
in Fort Worth, Texas.


SURETY CAPITAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Surety Capital Corp.
        1501 Summit Avenue
        Fort Worth, TX 76102

Bankruptcy Case No.: 07-45637

Type of Business: The Debtor provides retail and commercial
                  banking services, like checking and savings
                  accounts, time deposits, IRAs, money transfers,
                  safe deposit facilities, commercial loans, real
                  estate mortgage loans, consumer loans and night
                  depository facilities.  In addition, it offers
                  insurance premium financing, which involves the
                  lending of funds to companies and individuals
                  for the purpose of financing their purchase of
                  property and casualty insurance.  See
                  http://www.suretybank.com

Chapter 11 Petition Date: December 21, 2007

Court: Northern District of Texas

Judge: D. Michael Lynn

Debtor's Counsel: Robert A. Simon, Esq.
                  Barlow, Garsek & Simon, L.L.P.
                  3815 Lisbon Street
                  Fort Worth, TX 76107
                  Tel: (817) 731-4500
                  Fax: (817) 731-6200

Total Assets: $9,001,002

Total Debts:  $6,646,387

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Indenture Trustee              debentures            $6,405,375
Attention: Bank of New York
101 Barklay Street, Northwest
New York, NY 10286

Dick Abrams                    2001-2007             $85,421
301 Byron Street               compensation
Forth Worth, TX 76114

Bank of New York               indenture trustee     $40,240
101 Barklay Street, Southwest
New York, NY 10286


SYMPHONY CLO: Moody's Puts Ba2 Rating on $12.24 Mil. Notes
----------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Symphony CLO V, Ltd.:

(1) Aaa to the $311,300,000 Class A-1 Senior Secured
    Floating Rate Notes due 2024;

(2) Aa2 to the $25,000,000 Class A-2 Senior Secured
    Floating Rate Notes due 2024;

(3) A2 to the $16,000,000 Class B Senior Secured
    Deferrable Floating Rate Notes due 2024;

(4) Baa2 to the $14,000,000 Class C Senior Secured
    Deferrable Floating Rate Notes due 2024; and

(5) Ba2 to the $12,240,000 Class D Secured Deferrable
    Floating Rate Notes due 2024.

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 Debt Obligations,
Participation Interests, Synthetic Securities and Structured
Finance Obligations due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Symphony Asset Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


SYNIVERSE TECHNOLOGIES: Completes BSG Wireless Acquisition
----------------------------------------------------------
Syniverse Technologies has closed its acquisition of the
wireless services business of Billing Services Group Limited has
been completed.  The combined company serves more than 500
customers in over 100 countries with the industry's broadest
suite of voice and data roaming, financial clearinghouse,
messaging, and signaling services.

"This acquisition significantly expands Syniverse's global
footprint and adds a world-class financial settlement platform
to our industry-leading suite of services," said Tony Holcombe,
President and Chief Executive Officer, Syniverse.  "The
combination of Syniverse and BSG Wireless also will lead to
increased operating efficiencies, and we expect to realize $12
million of annual cost synergies within two years."

The former BSG Wireless operations will become part of
Syniverse's EMEA organization and will be led by Eugene Bergen
Henegouwen, Executive Vice President, EMEA, Syniverse.

Bergen Henegouwen said the acquisition will enable Syniverse to
provide increasingly superior products and services over the
long term.

"The blend of Syniverse and BSG Wireless know-how will allow us
to deliver mobile operators even higher levels of expertise and
innovative solutions while addressing their needs for a trusted
one-stop shop for both data clearing and financial clearing
services," he said.

The transaction was funded through the draw down of the
company's amended and restated credit facility completed in
August 2007.  Included in the facility were a delayed draw term
loan of $160 million in aggregate principal and a Euro-denominated
delayed draw term loan facility of the equivalent of $130 million
intended to finance this acquisition.

                        About Syniverse

Syniverse Technologies Inc. in Tampa, Florida (NYSE: SVR)
-- http://www.syniverse.com/-- provides technology services for
wireless telecommunications companies.  Its integrated suite of
services include technology interoperability services, which
enable the invoicing and settlement of domestic and
international wireless roaming telephone calls and wireless data
events; SMS and MMS routing and translation services between
carriers; and interactive video and mobile broadband solutions,
prepaid applications, and roaming services.  Celebrating its
20th anniversary in 2007, Syniverse has offices in major cities
around the globe.  Syniverse is ISO 9001:2000 certified and TL
9000 approved, adhering to the principles of customer focus and
quality improvement practices.  The company has offices in the
Netherlands, Brazil and China.

                         *     *     *

Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating, along with its stable outlook, and its 'B' senior
subordinated debt rating on Syniverse Technologies Inc on June
2007.  At the same time, Standard & Poor's assigned its 'BB' bank
loan rating and '2' recovery rating to Syniverse's proposed
$489 million senior secured bank facility.


TEKNI-PLEX INC: Moody's Cuts Corporate Rating to Caa3 from Caa1
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex, Inc. to Caa3 from Caa1.  The outlook remains
negative.  Additional instrument ratings are detailed below.

Moody's took these rating actions:

-- $275 million 8.75% sr. secured second lien notes due 2013,
    to Caa3 (LGD3, 46%) from Caa1 (LGD3, 46%)

-- $150 million 10.87% sr. secured notes due 2012, to B3
    (LGD2, 16%) from B1 (LGD2, 16%)

-- $275 million 12-3/4% sr. subordinated notes due 2010, to Ca
    (LGD5, 85%) from Caa3 (LGD5, 85%)

-- $40 million 12-3/4% sr. subordinated notes due 2010, to Ca
    (LGD5, 85%) from Caa3 (LGD5, 85%)

-- Caa3 Corporate Family Rating

-- Caa3 Probability of Default Rating

The outlook remains negative.

The downgrade of the corporate family rating reflects the
company's failure to pay interest on its 12-3/4% senior
subordinated notes due 2010, continued deterioration of credit
metrics, high leverage, and poor liquidity.

On Dec. 17, 2007 the company announced that it had failed to make
the $20.5 million interest payment due on its 12-3/4% senior
subordinated notes due 2010.  If Tekni-Plex does not make the
interest payment by the end of the 30 day grace period on Jan. 17,
2008, then the company will be in default according to the terms
of the subordinated notes indenture.  A default under the
subordinated notes indenture would allow the noteholders to
accelerate the maturity on the notes which could constitute an
event of default under the company's 10 7/8% senior secured notes
due 2012 and 8 3/4% senior secured notes due 2013.  The company
has obtained a waiver from lenders for its $75 million asset based
revolving credit facility (not rated by Moodys) which provides
full access to the facility through Feb. 14, 2008.  Tekni-Plex
intends to seek a forbearance agreement with the holders of the
senior subordinated notes prior to the expiration of the grace
period.   In addition, the company has announced the appointment
of a restructuring officer to help implement a series of
initiatives aimed at maintaining near term liquidity and improving
financial performance.  Previously, on Nov. 14, 2007, the company
announced that it had engaged Rothschild Inc. as a financial
advisor to consider various strategic alternatives including
divestitures, debt refinancings, and restructurings.

The company's continued negative operating performance, primarily
driven by poor results in the tubing segment, has further strained
already weak credit metrics. For the twelve months ended Sept. 30,
2007 including Moody's standard analytical adjustments, total
adjusted debt to EBITDA has risen to over 11.0 times, EBIT to
gross interest has declined to well below 1.0 time and free cash
flow to debt has declined to the negative low single digit range.

Tekni-Plex is a global manufacturer of packaging, packaging
products and materials as well as tubing products.  Operating in
two main segments, packaging and tubing products, the company
primarily serves the food, healthcare, and consumer goods markets.
The packaging segment produces egg cartons, foam food trays,
blister films, closure liners, aerosol packaging, and foam plates.
The tubing segment produces garden & irrigation hoses, pool &
vacuum hoses, and medical tubing.   Products that do not fall
within these two categories are classified as other, including
recycled polyethylene terephthalate, medical grade PVC, Rating
Update: Bessemer Non-Profit Development Corporation, AL.


TEMBEC INC: Considers Conversion of $1.2 Billion Debt to Equity
---------------------------------------------------------------
Tembec Inc. disclosed a proposed recapitalization transaction
with these key elements:

   -- conversion of $1.2 billion of Tembec's debt into new
      equity;

   -- implementation of a new 4-year term loan of $250 million
      to $300 million, final amount to be determined by Tembec,
      to provide additional liquidity;

   -- reduction of Tembec's annual interest expense by
      approximately $67 million;

   -- business as usual for employees, trade creditors and
      customers, the customers will not be affected by the
      recapitalization;
   -- implementation of the recapitalization is expected to
      occur by the end of February 2008.

The new capital structure will provide a stronger financial base
for the execution of Tembec's operating strategy and enhance the
long-term value of Tembec.

Tembec's trade creditors, well as its obligations to employees,
including under its pension and benefit plans, are unaffected by
the recapitalization and will continue to be paid or satisfied in
the ordinary course of business.

"This recapitalization transaction is a significant and positive
development for Tembec and its stakeholders.  It is a consensual
solution that is fair to both our noteholders and our
shareholders, and it meets Tembec's business objectives of
improving its capital structure and liquidity," James Lopez,
president and CEO of Tembec Inc., said.  "This transaction does
not affect Tembec's customers, suppliers or workforce.  It is
business as usual."

Tembec's board of directors is unanimously recommending all
noteholders and shareholders support the transaction because it
will reduce net debt by approximately $1.2 billion, normalizing
Tembec's capital structure.

Tembec's financial advisor BMO Capital Markets has provided an
opinion to Tembec's board that the terms of the recapitalization
are fair from a financial point of view to the company.

"With this transaction, Tembec is delivering on its key commitment
to explore and pursue strategic alternatives to reduce its debt
levels and improve liquidity," Guy Dufresne, chairman of the board
of directors, said.  "The board and management believe this
transaction accomplishes Tembec's objectives.  It is a
comprehensive recapitalization that creates a stronger company and
allows for the pursuit of greater opportunities."

An ad hoc committee of noteholders has executed support agreements
with Tembec whereby they have agreed to vote in favour of and
support the recapitalization.  The committee holds in excess of
$250 million of notes.  Tembec will continue to solicit and obtain
additional noteholder support for the recapitalization.

Tembec expects to hold separate noteholder and shareholder
meetings on Feb. 22, 2008 in Montreal, Quebec to obtain the
required approvals for certain steps necessary to implement the
recapitalization transaction, including approval by the
noteholders of a Plan of Arrangement under the Canada Business
Corporations Act.

Details of the Recapitalization will be provided in an information
circular expected to be distributed to noteholders and existing
shareholders by the end of January 2008.

In addition to noteholder and shareholder approvals,
implementation of the Plan of Arrangement is subject to final
approval of the Court and receipt of all necessary regulatory and
stock exchange approvals.

                        About Tembec Inc.

Headquartered in Montreal, Quebec, Tembec Inc. (TSE:TBC) --
http://www.tembec.com/-- is engaged in the business of integrated
forest products.  Its business segments are forest products, pulp,
paper, and chemical and other products.  The forest products
segment consists of forest and sawmill operations, which produce
lumber and building materials.  The pulp segment includes the
manufacturing and marketing activities of a number of different
types of pulps.  The paper segment consists of production and
sales of newsprint, coated papers and bleached board.  The
chemical and other products segment consists of the transformation
and sale of resins and pulp by-products.

                          *     *     *

Standard & Poor's placed Tembec Inc.'s long term foreign and local
issuer credit ratings at 'CC' in Dec. 20, 2007.


TENNECO INC: Completes Realignment of Some Foreign Subsidiaries
---------------------------------------------------------------
Tenneco Inc. has completed the realignment of some of the
company's foreign subsidiaries, a move designed to align
the company's U.S. and European assets and revenues with
liabilities and expenses in the appropriate local currencies.

The company has formed a Luxembourg holding corporation, which has
become the owner of certain key European entities.  The
realignment will also provide opportunities to reduce the
company's cash taxes by about $4 million annually and allow
Tenneco to accelerate the use of its U.S. net operating losses.

The realignment of the European ownership structure is another
step in Tenneco's financial strategy toward earning an investment
grade debt rating.  On Nov. 30, 2007, the company completed the
refinancing of a portion of its 10-1/4% senior secured notes, due
in 2013, with 8-1/8% senior unsecured notes due in 2015.

This refinancing reduces interest expense by approximately
$3 million annually.  The subsequent European ownership structure
realignment will allow Tenneco to shift a portion of its debt to
Europe, which will better match the company's
liabilities and expenses with its European assets and revenue.

The company's European operations have improved since the
original debt structure was established when the company became
independent in 1999.  The European revenue growth and improved
profitability give the company flexibility to align its debt with
its operations.

"We are very pleased to complete these transactions, which
represent strategic steps in our transition from a highly
leveraged company to achieving an investment grade rating," Gregg
Sherrill, Tenneco chairman and CEO, said.  "This European
structure change allows us to more appropriately apportion our
debt."

"Completing the refinancing in such a tough financing
environment reflects investor confidence in Tenneco's financial
position and long-term growth potential," Mr. Sherrill added.
"Tenneco is well-positioned to generate significant growth in our
emissions control business over the next five years, and beyond,
as vehicle emissions standards tighten worldwide."

Tenneco expects to record non-cash income tax charges of $66
million in fourth quarter 2007 related to the realignment, which
will generate U.S. taxable income and utilize a portion of the
U.S. net operating losses.

                        About Tenneco Inc.

Based in Lake Forest, Illinois, Tenneco Inc., (NYSE: TEN) --
http://www.tenneco.com/-- manufactures automotive ride and
emissions control products and systems for both the original
equipment market and aftermarket.  Brands include Monroe(R),
Rancho(R), and Fric Rot ride control products and Walker(R) and
Gillet emission control products.  The company has operations in
Argentina, Japan, and Germany, with its European operations
headquartered in Brussels, Belgium.  The company has approximately
19,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Fitch Ratings has placed Tenneco Inc.'s Issuer Default Ratings and
securities ratings on Rating Watch Negative.  Fitch confirmed
these ratings: (i) IDR 'BB-'; (ii) Senior secured bank facility
'BB+'; (iii) Senior secured notes 'BB'; and (iv) Subordinated 'B'.


TEXAS STUDENT: S&P Lowers 2001A Bonds' Rating to BB- from BB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB-'
from 'BB' on Texas Student Housing Corp.'s series 2001A bonds,
issued for the University of North Texas Project in Denton.  The
rating change reflects the project's barely breakeven financial
operations, its continuing failure to meet the minimum coverage
covenant on just the senior lien 2001A bonds, and continuing
competition for off-campus student housing in Denton.  The outlook
is stable.

"The 'BB-' rating reflects the project's speculative business
fundamentals," said Standard & Poor's credit analyst Ms. Susan
Carlson.  "The project's inability to replenish the renewal and
replacement account is of particular concern," she added.
"Occupancy rates improved in 2006 and 2007, but still generated
only enough net income to pay senior lien debt service.  Net
income did not meet the rate coverage covenant.  Occupancy,
according to management, fell slightly to 89% for the current 2008
budget year."

TSHC used the series 2001 bond proceeds  to acquire a housing
project known as Jefferson Commons, located near the UNT campus in
Denton.  The project has since been renamed The Ridge at North
Texas.


TISHMAN SPEYER: S&P Maintains BB- Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating assigned to Tishman Speyer Real Estate D.C. Area
Portfolio L.P.  At the same time, S&P affirmed all other TSDC-
related ratings, affecting $570 million in secured debt.  The
outlook is stable.

"The ratings acknowledge TSDC's high quality portfolio of
stabilized office properties that are well located within the
still solid Washington, D.C., office market," said credit analyst
Ms. Linda Phelps.  "However, these strengths are tempered by
TSDC's weak financial profile, characterized by a highly leveraged
balance sheet and relatively weak coverage measures, as well as by
a concentration of holdings in a single metropolitan market."

S&P expects the Washington, D.C., office market to remain
relatively stable, and do not anticipate any new development or
acquisitions within the TSDC portfolio.  While coverage measures
will likely decline modestly in 2008 as TSDC renovates a handful
of properties, S&P would expect coverage measures to improve in
2009.  S&P would look for meaningful improvement in TSDC's
leverage and coverage metrics to generate any upward ratings
momentum.  However, a decline in market conditions for the
Washington, D.C., office market, or meaningful deterioration in
currently weak coverage metrics, would put pressure on the
ratings.


TRUMP ENTERTAINMENT: Secures $500 Mil. Mortgage Credit Facility
---------------------------------------------------------------
Trump Entertainment Resorts Inc. has originated a new $500 million
first lien mortgage credit facility from Beal Bank Nevada.

The transaction refinances all current first-lien debt for Trump
Entertainment properties in Atlantic City, including the Trump Taj
Mahal, Trump Plaza and Trump Marina.

"From our initial conversation to the closing of the deal, we have
continued to enjoy working with Beal Bank Nevada on this new
credit facility, as we have in the past," Mark Juliano, Trump
Entertainment chief executive officer, said.  "We believe that the
execution of this agreement in today's credit market is an
endorsement of our strategic plan, and we are very pleased to have
Beal Bank Nevada as a key partner."

"This transaction represents another opportunity to do business
with Trump Entertainment and we enjoy working with Donald
Trump," Andy Beal, the founder and president of Beal Bank Nevada,
said.  "We are pleased to be able to provide this financing to
Trump Entertainment."

            About Trump Entertainment Resorts Inc.

Based in Atlantic City, New Jersey, Trump Hotels & Casino Resorts
Inc. nka Trump Entertainment Resorts Inc. (NASDAQ:TRMP) --
http://www.trump.com/-- through its subsidiaries, owns
and operates four properties and manages one property under the
Trump brand name.  The company and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on Nov. 21, 2004 (Bankr. D. N.J.
Case No. 04-46898 through 04-46925).  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005.
The Plan took effect on May 20, 2005.

                          *     *     *

Trump Entertainment Resorts Inc.'s 8.5% Senior Secured Notes due
2015 hold Standard & Poor's Rating Services' B rating and Moody's
Investors Service's Caa1 rating.


TSG INC: Judge Cornish Confirms Chapter 11 Liquidation Plan
-----------------------------------------------------------
The Honorable Tom R. Cornish of the United States Bankruptcy
Court for the Eastern District of Oklahoma confirmed TSG Inc. and
its debtor-affiliates' Amended Chapter 11 Plan of Liquidation.

As reported in the Troubled Company Reporter on Oct. 9, 2007,
under the Plan, Administrative Claims will be paid in full.

All Secured Claims against the Debtors, except Xtria LLC's claim,
will retain all of the liens and all of the security interests in
the collateral securing their liens.

Xtria LLC's secured claim will receive the collateral securing
its claim under the Plan.

Holders of Unsecured Claims, totaling approximately $13 million,
will receive a pro rata distribution.

Holders of Equity Interest and Subordinated Claims will not
receive any distribution under the Plan.

A full-text copy of TSG's Amended Disclosure Statement is
available for a fee at:

http://www.researcharchives.com/bin/download?id=071008023525

Based in Oklahoma, TSG Inc. -- http://www.tsgincorporated.com/--
is a private health care company operating under the name, The
Schuster Group.  The company filed for Chapter 11 protection on
Nov. 9, 2006 (Bankr. E.D. Okla. Case No. 06-80899).  Cherish King
Ralls, Esq., at Crowe & Dunlevy, represents the Debtor.  Ross A.
Plourde, Esq., at Mcafee & Taft, represents the Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
their creditors, it listed assets and debts between $1 million to
$100 million.


UBS MORTGAGE: Fitch Puts BB+ Rating on Class B Certificates
-----------------------------------------------------------
Fitch has taken rating actions on these UBS Mortgage Asset
Securitization Transactions Specialized Loan Trust mortgage pass-
through certificates:

                MASTR SLT Series 2004-2

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'BBB';
  -- Class M-4 rated 'BBB-', placed on Rating Watch Negative;
  -- Class B rated 'BB+', placed on Rating Watch Negative.

The affirmations, affecting approximately $26.9 million of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.

Classes M-4 and B, representing $2.1 million of outstanding
certificates, are placed on Rating Watch Negative because of
current trends in the relationship between serious delinquency
and credit enhancement.  This transaction has 8.2% of the current
collateral balance in foreclosure and REO.  In addition, the 60+
DQ (including loans in bankruptcy, FC, and REO) is 15.44% of the
current collateral balance, while the CE of the M-4 and B is
currently 13.57% and 11.01, respectively.   Fitch will continue to
closely monitor this transaction over the next six months.  If
credit enhancement continues to deteriorate, further rating
actions may be necessary.

The collateral of the above transactions primarily consists of
fixed-rate and adjustable-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.   The
loans were acquired by UBS from various originators.  Wells Fargo
Bank, N.A., is the master servicer for the transaction.   The
collateral initially included delinquent loans, performing
bankruptcy loans, foreclosure loans, and loans that have had prior
delinquencies.

The pool factor (i.e., current mortgage loans outstanding as a
percentage of the initial pool) for the above transaction is 35%
and it is seasoned 36 months.


UBS MORTGAGE: Fitch Puts Low-B Ratings on Two Certificates
----------------------------------------------------------
Fitch Ratings has taken rating actions on these UBS Mortgage Asset
Securitization Transactions Adjustable Rate Mortgage Trust
mortgage pass-through certificates:

                       MARM Series 2004-15

  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 rated 'B', placed on Rating Watch Negative.

The affirmations, affecting approximately $196.6 million of the
outstanding certificates, are taken as a result of a stable
relationship between credit enhancement and expected loss.

Class B-5, representing $1.8 million of outstanding certificates,
is placed on Rating Watch Negative because of current trends in
the relationship between serious delinquency  and credit
enhancement.  This transaction has 3.1% of the current collateral
balance in foreclosure and real estate-owned.  In addition, the
60+ DQ (including loans in bankruptcy, FC, and REO) is 5.18% of
the current collateral balance, while the CE of the B-5 is
currently 1.21%.  The transaction has experienced 0.03% of loss to
date.  Fitch will continue to closely monitor this transaction
over the next six months.  If credit enhancement continues to
deteriorate, further rating actions may be necessary.

The collateral of the above transaction consists of conventional,
fully amortizing, 30-year fixed-rate and adjustable-rate, prime
mortgage loans secured by first liens on one- to four-family
residential properties.  The loans were acquired by UBS from
various originators.  Wells Fargo Bank, N.A. is the master
servicer for the transaction.


VESTA INSURANCE: Florida Select Files Plan of Liquidation
---------------------------------------------------------
Florida Select Insurance Agency, Inc., a debtor-affiliate of Vesta
Insurance Group, Inc., delivered to the U.S. Bankruptcy Court for
the Northern District of Alabama a Plan of Liquidation and an
accompanying Disclosure Statement on Dec. 19, 2007.

The Plan calls for the liquidation of all of Florida Select's
assets and the distribution of the proceeds to the Debtor's
creditors, FSIA President Ralph Brotherton relates.

Florida Select's principal assets are cash in bank accounts, some
items of furniture and various claims against persons or entities
associated or affiliated with the Debtor.  Florida Select is a
wholly owned subsidiary of J. Gordon Gaines, Inc., the management
company within the Vesta Insurance Group.  The Debtor is in the
business of serving as a licensed managing general agent within
an insurance enterprise.

The salient features of the Plan, Mr. Brotherton points out, are:

   -- the liquidation of Florida Select's remaining core assets;

   -- the investigation, evaluation and pursuit of Florida
      Select's claims against insiders, affiliates and independent
      third parties;

   -- the satisfaction of outstanding claims against Florida
      Select in accordance with the claims' classifications and
      order of priority;

   -- the pro-rata distribution of available funds among a class
      of allowed claims in the event of insufficiency of the
      funds;

   -- the evaluation of claims and shareholder interests asserted
      against Florida Select;

   -- the fair treatment of executory contracts and leases; and

   -- the appointment of a Plan Trustee to take necessary actions
      to implement and effectuate the Plan.

                   Post-Confirmation Structure

Upon the effective date of the plan, all of the estate property
will remain vested in Florida Select and will be subject to use,
sale, lease and other disposition as provided for in the plan.
The automatic stay will remain in place.  Florida Select will
continue to exist after the effective date in accordance with the
laws of the State of Florida and will continue to have full
corporate authority to engage in lawful activities as a
corporation under Florida laws.

Existing shareholder interests in Florida Select will be
canceled, and new interests will be issued solely to the plan
trustee, who will own and hold all equity interests in the Debtor
for the beneficiaries under the Plan.  The plan trustee, in his
sound business judgment, will conduct the limited business of
Florida Select.

             Executory Contracts and Unexpired Leases

All executory contracts and unexpired leases that have not been
assumed or assigned will be deemed rejected by Florida Select
upon confirmation of the plan.

The provisions of each contract or lease to be assumed under the
plan, which are or may be in default, will be satisfied solely by
cure.

To the extent any Insurance Policy is deemed an executory
contract, Florida Select will assume that Insurance Policy
effective as of the confirmation date.  The Debtor is not in
default under any Insurance Policy and therefore, will not make
any cure payments with the assumption of the policies.

A full-text copy of Florida Select's Plan of Liquidation is
available for free at:

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

A full-text copy of Florida Select's Disclosure Statement is
available for free at:

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

                      About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  In its schedules of
assets and liabilities, Vesta listed $14,919,938 in total assets
and $214,278,847 in total liabilities.

J. Gordon Gaines Inc. is a Vesta Insurance-owned unit that
manages the company's numerous insurance subsidiaries and employs
the headquarters workers.  The company filed for chapter 11
protection on Aug. 7, 2006 (Bankr. N.D. Ala. Case No. 06-02808).
Eric W. Anderson, Esq., at Parker Hudson Rainer & Dobbs, LLP,
represent the Debtor in its restructuring efforts.   In its
schedules of assets and liabilities, Gaines listed $19,818,094 in
total assets and $16,046,237 in total liabilities.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered an order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.

On Oct. 11, 2006, both Vesta and Gaines filed separate Plans of
Liquidation and Disclosure Statements.  They filed an amended Plan
on Nov. 7, 2006, and a Second Amended Plan on Nov. 10, 2006.  The
Court approved the Disclosure Statements of Vesta and Gaines on
Nov. 10, 2006.  On Dec. 22, 2006, the Court confirmed the Third
Amended Plans of Vesta and Gaines.

Florida Select Insurance Agency Inc., an affiliate, filed for
chapter 11 protection on April 24, 2007 (Bankr. N.D. Ala. Case No.
07-01849).  Rufus Dorsey, IV, Esq., at Parker Hudson Rainer &
Dobbs LLP, represents Florida Select.  FSIA's exclusive period to
file a plan of reorganization expires on Dec. 20, 2007.  (Vesta
Bankruptcy News, Issue No. 30; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


VONAGE HOLDINGS: Settles AT&T Patent Dispute; Agrees to Pay $39MM
-----------------------------------------------------------------
Vonage Holdings Corp. and AT&T have entered into a definitive
agreement to settle their patent dispute.  The companies had
agreed in principle to a settlement on Nov. 7, 2007.  The company
reached an agreement in principle with AT&T to settle the IP
litigation suit which was filed on Oct. 17, 2007.  Specifically,
AT&T filed suit against Vonage in the District Court, Western
District of Wisconsin, concerning Patent No. 6,487,200, entitled
"Packet Telephone System".

The parties will work diligently to finalize the specific terms of
the settlement agreement.  The general terms being discussed by
the parties would require Vonage to pay $39 million over five
years.  AT&T would agree to dismiss the lawsuit against Vonage,
and Vonage would agree to dismiss a case against AT&T which is
also outstanding.  If negotiations of a definitive settlement
agreement fail, then Vonage intends to vigorously defend itself in
this matter.

                          About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with over 1.4 million subscriber lines as of
February 8, 2006.  Utilizing its voice over Internet protocol
technology platform, the company offers feature-rich, low-cost
communications services with a call quality comparable to
traditional telephone services.  While customers in the United
States represent over 95% of its subscriber lines, Vonage
continues to expand internationally, having launched its service
in Canada in November 2004, and in the United Kingdom in May
2005.

                          *     *     *

At Sept. 30, 2007, Vonage Holdings Corp.'s consolidated balance
sheet showed $665.8 million in total assets and $728.7 million
in total liabilities, resulting in a $62.9 million total
shareholders' deficit.


WAMU ASSET: Fitch Assigns Low-B Ratings on Four Certificates
------------------------------------------------------------
Fitch Ratings affirms $264.4 million and downgrades $783.2 million
on WaMu asset-backed certificates series 2007-HE3 mortgage pass-
through certificates.  Break Loss percentages  and Loss Coverage
Ratios for each class is included with these rating actions:

                         WaMu 2007-HE3

  -- $354.1 million class I-A1 downgraded to 'AA-' from 'AAA'
     (BL: 34.89, LCR: 1.90);

  -- $127.5 million class II-A1 affirmed at 'AAA' (BL: 66.36,
     LCR: 3.62);

  -- $51.4 million class II-A2 affirmed at 'AAA' (BL: 39.34,
     LCR: 2.14);

  -- $85.4 million class II-A3 affirmed at 'AAA' (BL: 37.28,
     LCR: 2.03);

  -- $33 million class II-A4 downgraded to 'AA-' from 'AAA'
     (BL: 34.94, LCR: 1.90);

  -- $186.9 million class II-A5 downgraded to 'AA-' from 'AAA'
     (BL: 34.94, LCR: 1.90);

  -- $53.5 million class M-1 downgraded to 'A+' from 'AA+' (BL:
     30.05, LCR: 1.64);

  -- $37.4 million class M-2 downgraded to 'A-' from 'AA' (BL:
     26.56, LCR: 1.45);

  -- $21.8 million class M-3 downgraded to 'BBB+' from 'AA-'
     (BL: 24.47, LCR: 1.33);

  -- $19 million class M-4 downgraded to 'BBB' from 'A+' (BL:
     22.56, LCR: 1.23);

  -- $19 million class M-5 downgraded to 'BBB-' from 'A' (BL:
     20.60, LCR: 1.12);

  -- $14.9 million class M-6 downgraded to 'BB' from 'A-' (BL:
     18.93, LCR: 1.03);

  -- $16.1 million class M-7 downgraded to 'B' from 'BBB+' (BL:
     17.09, LCR: 0.93);

  -- $10.9 million class M-8 downgraded to 'B' from 'BBB' (BL:
     15.96, LCR: 0.87);

  -- $16.1 million class M-9 downgraded to 'B' from 'BBB-' (BL:
     14.68, LCR: 0.8).

                          Deal Summary

  -- Originators: 100% WaMu;
  -- 60+ day Delinquency: 9.17%;
  -- Realized Losses to date (% of Original Balance): 0.08%;
  -- Expected Remaining Losses (% of Current Balance): 18.35%;
  -- Cumulative Expected Losses (% of Original Balance):
     17.60%.


* FTI Consulting Promotes Ten Exec. to Senior Managing Director
---------------------------------------------------------------
FTI Consulting Inc. promoted ten executives to the title of senior
managing director.

"These ten outstanding professionals embody FTI's core values-
integrity, quality, tenacity and relationships," Dominic DiNapoli,
executive vice president and chief operating officer, said.  "They
are recognized by their managers, peers and clients for their
exemplary leadership in the areas of client service, business
development and team development.  "We look forward to their
continued contributions as we continue to grow and execute our
business strategy."

The new senior managing directors are:

   a) Scott Bingham, Corporate Finance, Atlanta.  As a member
      of the Transaction Advisory Services group of FTI
      Corporate Finance, Mr. Bingham has assisted both
      strategic and financial buyers throughout the deal
      continuum, including the identification of potential
      targets, due diligence, contract structuring and
      negotiation and transition planning.

      In addition, he has experience in advising clients on
      technical deal specifications, including leverage
      recapitalizations, stock versus asset acquisitions and
      taxation planning considerations.  His prior industry
      experience spans several sectors including healthcare,
      manufacturing and technology.

      At FTI, Mr. Bingham has taken a lead role in developing
      FTI's Healthcare diligence platform.  Prior to joining
      FTI, Scott was the business development leader for
      PricewaterhouseCoopers in Atlanta, and the U.S. practice
      leader of their healthcare transaction consulting
      practice.

   b) Jim Braley, Corporate Finance, Brentwood.  Mr. Braley is
      an experienced turnaround project leader in the FTI
      Healthcare group with particular expertise working with
      hospital boards of directors, well as medical staffs and
      hospital CEOs.

      Mr. Braley serves as a project leader, directing teams
      that assess, advise and actively guide hospitals in
      improving competitiveness and viability.  Mr. Braley has
      worked with hospitals ranging from small rural facilities
      to academic medical centers.

      Prior to joining FTI Consulting, Mr. Braley has served as
      regional vice president for Quorum Health Services and
      also served as a multi-facility manager for the largest
      manager of non-profit hospitals in the United States.

      In addition he served as CEO for Huntsville Memorial
      Hospital in Huntsville, TX and Smith County Memorial
      Hospital in Carthage, Tennessee, well as being assistant
      administrator and human resource director at West Paces
      Ferry Hospital in Atlanta.  Mr. Braley is a Fellow in the
      American College of Health Care Executives.

   c) Michael J. Buchanan, Forensic and Litigation Consulting,
      Dallas.  Mr. Buchanan provides statistical and economic
      analysis to clients involved in litigation, arbitration,
      mediation and other contexts in which parties are engaged
      in complex business disputes.

      Michael is the Labor and Employment product leader of
      FTI's Forensic and Litigation Consulting segment. Mr.
      Buchanan, an applied econometrician and sports economist,
      has significant experience in dispute matters and in
      dealing with large data sets, statistical modeling and
      forecasting.

      In addition to Mr. Buchanan's widespread industry
      experience, his engagement experience has included
      testifying at trial, deposition and through mediation as
      an expert witness.  Mr. Buchanan has provided advisory
      and expert witness services to clients involved in
      labor/employment, product liability, intellectual
      property, lost profits and lost earnings matters.

   d) Jayson S. Dukes, Forensic and Litigation Consulting, New
      York.  Mr. Dukes has provided dispute advisory and
      forensic accounting services to attorneys and corporate
      clients for more than 16 years.

      He has extensive experience in the pharmaceutical and
      healthcare industries.  Mr. Dukes has advised clients on
      a variety of governmental regulatory matters, including
      matters concerning Medicare and Medicaid reimbursement.

      He also has assisted in negotiating resolutions with many
      government agencies, including the Department of Justice,
      the United States Attorney's Office, and the Center for
      Medicare and Medicaid Services.  In the pharmaceutical
      industry, Mr. Dukes has helped clients address government
      investigations and congressional and regulatory
      inquiries.

   e) David A. Hile, Forensic and Litigation Consulting,
      Nashville.  Mr. Hile has over 18 years of experience
      providing forensic, litigation, operational, strategic
      and financial advisory consulting services to the
      healthcare industry. Mr. Hile's clients have included
      large academic medical centers, integrated health
      systems, national payor organizations, HMO's, specialty
      hospitals and providers, hospital districts, physician
      practices and independent practice associations.

      He has worked extensively with external and internal
      counsel, well as management on financial, forensic,
      economic and accounting matters as they relate to the
      facts and the determination of values in litigation and
      dispute resolution, as well as assisting clients with
      DOJ, OIG, IRS and internal whistleblower investigations.

   f) Erica Massaro-Hales, Forensic and Litigation Consulting,
      Atlanta.  Ms. Massaro-Hales has extensive experience in
      analyzing and transforming legal themes and arguments
      into compelling visual presentations for attorneys and
      their clients in major civil and criminal litigation
      matters.

      She consults with trial teams on the identification of
      key case strategies and the use of demonstrative evidence
      and multimedia technology in all litigation settings.
      Ms. Massaro-Hales has worked on hundreds of cases in her
      career with diverse needs ranging from graphics to
      courtroom technology.

      Prior to entering the field of trial services and
      litigation consulting, Ms. Massaro-Hales practiced law
      for over six years specializing in complex fraud and
      criminal cases.  She is also engaged in all phases of
      litigation, including witness preparation, jury
      selection, presentation of evidence, and mock and direct
      cross examinations.

   g) Steve Nathan, Corporate Finance, Brentwood. Mr. Nathan is
      a senior executive for FTI Cambio, the turnaround
      solutions practice of FTI Healthcare, and has worked on
      various projects ranging from short-term consulting
      projects to providing interim management for
      comprehensive turnaround projects to providing testimony
      in bankruptcy court.

      He has led two large, complex turnaround projects:
      Wishard Health Services and Methodist Hospitals of Gary,
      Indiana.  Prior to joining FTI Cambio, Mr. Nathan was the
      CEO of American Red Cross Blood Service (Florida), COO of
      Jackson Memorial Hospital and COO of Parkland Memorial
      Hospital.

      He has also worked as a hospital CFO, first line
      supervisor and budget director.

   h) Ed Pfromer, Technology, Denver.  Mr. Pfromer will lead
      the management of the FTI Partner Program, a strategic
      alliance and channels program, and is responsible for
      overseeing all aspects of marketing for the Technology
      segment.

      He has 20 years of experience in developing and
      delivering cost-effective, large-scale software
      development and information technology solutions.  Upon
      joining FTI in 2005, Mr. Pfromer provided litigation and
      technical consulting to several of FTI's top clients and
      government agencies, including the New York City Law
      Department.

   i) John Siedlecki, Corporate Finance, Brentwood.
      Mr.  Siedlecki is a senior executive for FTI Cambio, and
      has 23 years of experience in healthcare-related
      industries.  Mr. Siedlecki helps to develop and provide
      operations improvement, turnaround and bond covenant
      violation solutions for underperforming hospitals and
      health systems.

      He also serves as a strategic advisor to hospitals
      seeking a capital partner.  His expertise includes
      strategic and business planning, market plan development
      and implementation, and merger and acquisition.

      Mr. Siedlecki has served as a member of senior management
      teams and as an officer of companies in the healthcare
      sector, and has also provided litigation support to
      attorneys representing a major healthcare system in a
      legal dispute.

   j) Sean Windsorm, Corporate Finance, New York.  Mr. Windsor,
      who is with FTI's Corporate Finance Transaction Advisory
      Services group, has more than 20 years of financial
      advisory experience with international consulting firms,
      investment banks and private industry.

      He has extensive experience providing financial and
      operating transaction support, including business
      enterprise valuations, the identification of value
      drivers and deal breakers critical to the investment
      decision, acquisition structuring advice, quality of
      earnings and related cash flows assessments, quality of
      balance sheet, working capital, capital expenditure
      requirements, financing and negotiating strategies and
      purchase price allocations.

      Mr. Windsor has particular expertise in the energy and
      power sector where he leads financial due diligence deals
      and post-transaction projects.

                      About FTI Consulting

FTI Consulting (NYSE: FCN) -- http://www.fticonsulting.com/-- is
a business advisory firm dedicated to helping organizations
protect and enhance enterprise value in an increasingly complex
legal, regulatory and economic environment.  With more than 2,400
professionals located in most major business centers in the world,
the company works closely with clients every day to anticipate,
illuminate, and overcome complex business challenges in areas such
as investigations, litigation, mergers and acquisitions,
regulatory issues, reputation management and restructuring.


* Squire Sanders Enhances Restructuring and Insolvency Team
-----------------------------------------------------------
Squire Sanders & Dempsey L.L.P. has enhanced its international
legal team that provides on-the-ground expertise to clients'
businesses in Asia, Europe, Latin America or the United States.
The team is coordinated by Phoenix-based Thomas J. Salerno and
Andrew O. Visintin, who is managing partner of the firm's London
office.  The firm's overall restructuring and insolvency practice
is led by Stephen D. Lerner.

"Our global clientele rely on Squire Sanders to help their
business thrive and to protect their investment in the business,"
chairman R. Thomas Stanton, said. "Sophisticated, thorough
understanding of and expertise in international insolvency is an
essential part of providing that protection."

"Tom and Andrew have decades of experience representing clients
around the world," Mr. Stanton said.  "Tom is widely recognized
for his pioneering work in international insolvency counseling
countries such as the Czech Republic, Costa Rica and the Dominican
Republic to revise insolvency legislation.  Andrew has extensive
experience with complex cross-border restructuring in the United
Kingdom, Germany and the United States."

Squire Sanders' international insolvency group includes more than
40 lawyers working in 11 countries including China, six countries
in Continental Europe, the United Kingdom, Brazil, the Dominican
Republic and the United States.

"Members of this talented team have been involved in landmark
transactions in Germany, complex privatizations in Hungary and
global representations in some of the most significant
restructurings in US history for clients with extensive European
and Latin American subsidiaries," Mr. Salerno said.

Mr. Salerno has worked on restructurings in the United States, the
United Kingdom, Germany, France, Switzerland and the Czech and
Slovak Republics.  He is a member of the United Nations Commission
on International Trade Law working group's Insolvency Reform
Project, completed earlier this year.

Mr. Salerno, who teaches comparative international insolvency at
the University of Salzburg, is listed in the 2007 edition of The
International Who's Who of Insolvency and Restructuring Lawyers.

Mr. Visintin represents a number of UK insolvency practitioners
from the "Big Four" and medium-ranked accountancy practices.  He
also has extensive experience in the asset-based lending and
receivables financing sector advising clients on restructuring and
financing structures.

                     About Squire Sanders

Founded in 1890, Squire, Sanders & Dempsey L.L.P. --
http://www.ssd.com/-- has more than 850 lawyers in 30 offices and
14 countries around the world.  Founded in 1890, Squire, Sanders
has one of the strongest integrated global platforms and a
longstanding one-firm philosophy, Squire Sanders provides
sophisticated seamless legal counsel.  Offices in the Americas are
located in Cincinnati, Cleveland, Columbus, Houston, Los Angeles,
Miami, New York, Palo Alto, Phoenix, San Francisco, Tallahassee,
Tampa, Tysons Corner, Washington DC, West Palm Beach, Caracas, Rio
de Janeiro and Santo Domingo. In Europe, offices are in
Bratislava, Brussels, Budapest, Frankfurt, London, Moscow, Prague
and Warsaw.  In Asia, offices are in Beijing, Hong Kong, Shanghai
and Tokyo.  Associated offices include Bucharest, Buenos Aires,
Dublin, Kyiv and Santiago.


* William Yoo Joins Fried Frank-Asia's Real Estate Equity Team
--------------------------------------------------------------
William Yoo, a resident in Hong Kong, has joined Fried Frank's
Asia practice.  William specializes in both real estate equity and
debt transactions and corporate finance.

His real estate work includes structuring equity investments for
off-shore investors.  William has worked extensively with
banks, financial institutions, private equity funds and investors,
both based in Asia and looking to expand into Asia.  He joins from
Paul Hastings, Tokyo.

"We believe that the addition of William to our office in Hong
Kong will particularly enhance our capacity to service US equity
investors and lenders seeking to expand in the Asian Market," Jon
Mechanic, head of Fried Frank's real estate practice, said.

"William's history of acting for equity investors, lenders and
borrowers enables us to support our clients effectively in their
full range of legal needs in the market," managing partner, Justin
Spendlove, added.

"The market in Asia has experienced phenomenal growth over the
past few years," Valerie Ford Jacob, chairperson, said.  "William
further strengthens the depth of our team and growing presence in
the region."

                About Fried Frank Harris Shriver

Fried, Frank, Harris, Shriver & Jacobson LLP --
http://www.friedfrank.com/-- is an international law firm with
more than 600 attorneys in offices in New York, Washington, D.C.,
London, Paris, Frankfurt, Hong Kong and Shanghai. Fried Frank
lawyers regularly represent major investment banking firms,
private equity houses and hedge funds, as well as many of the
largest companies in the world.  The Firm offers legal counsel on
M&A, private equity, asset management, capital markets and
corporate finance matters, white-collar criminal defense and civil
litigation, securities regulation, compliance and enforcement,
government contracts, environmental law and litigation, real
estate, tax, bankruptcy, antitrust, benefits and compensation,
intellectual property and technology, international trade, and
trusts and estates.  The firm has an association with Huen Wong &
Co. in Hong Kong.


* S&P Cuts Ratings on 88 Tranches 20 U.S. Cash Flow and CDOs
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 88
tranches from 20 U.S. cash flow and hybrid collateralized debt
obligation transactions.  At the same time, S&P affirmed its
ratings on another 55 tranches from these transactions, and
removed two ratings from CreditWatch negative and affirmed them at
their current rating level.  The downgraded tranches have a total
issuance amount of $5.458 billion, and all are from CDOs of asset-
backed securities collateralized by structured finance securities,
including U.S. residential mortgage-backed securities.  The
ratings on 23 of the downgraded tranches remain on CreditWatch
negative, indicating a significant likelihood of further
downgrades.

At the same time, S&P removed from CreditWatch with negative
implications its rating on the A-1 tranche from Sharps CDO I Ltd.
The rating had erroneously been placed on CreditWatch negative on
Dec. 19, 2007.  The tranche is insured by CIFG and continues to be
rated 'AAA'.

In 2007 to date, including the CDO tranches listed below and
including actions on both publicly and confidentially rated
tranches, S&P has lowered its ratings on 1,078 tranches from 353
U.S. cash flow, hybrid, and synthetic CDO transactions as a result
of stress in the residential mortgage market and
credit deterioration of U.S. RMBS.  In addition, 682 ratings from
163 transactions are currently on CreditWatch negative for the
same reasons.  In all, the affected tranches represent an issuance
amount of $68.163 billion.

Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.  Additionally, Standard & Poor's will continue
to review its current criteria assumptions in light of the recent
performance of RMBS assets and CDOs.

                Rating and CreditWatch Actions

                                         Rating
                                         ------

Transaction             Class     To              From
-----------             -----     --              ----
Aardvark ABS CDO 2007-1 B         AA/Watch Neg    AA
Aardvark ABS CDO 2007-1 C         BBB/Watch Neg   A/Watch Neg
Aardvark ABS CDO 2007-1 D         BB/Watch Neg    BBB/Watch Neg
Aardvark ABS CDO 2007-1 Sub notes CCC+//Watch Neg BB+/Watch Neg
Altius III Fdg Ltd.     D         BBB-            BBB/Watch Neg
Altius III Fdg Ltd.     E         BB              BB+/Watch Neg
Broderick CDO 3 Ltd.    A-1       AAA/Watch Neg   AAA
Broderick CDO 3 Ltd.    B         A+/Watch Neg    AA/Watch Neg
Broderick CDO 3 Ltd.    C         BB+/Watch Neg   A/Watch Neg
Broderick CDO 3 Ltd.    D         CC              BBB/Watch Neg
Broderick CDO 3 Ltd.    E         CC              BB+/Watch Neg
Cairn Mezz ABS CDO IV
Ltd.                    A2        AA-             AA
Cairn Mezz ABS CDO IV
Ltd.                    A3        BBB-            A
Cairn Mezz ABS CDO IV
Ltd.                    B1        B-              BBB/Watch Neg
Cairn Mezz ABS CDO IV
Ltd.                    B2        CCC-           BBB-/Watch Neg
Cairn Mezz ABS CDO IV
Ltd.                    A1J       AA+             AAA
Charles River CDO I,
Ltd.                    B-F       BB+             BBB/Watch Neg
Charles River CDO I,
Ltd.                    B-V       BB+             BBB/Watch Neg
Charles River CDO I,
Ltd.                    C         B+              BB/Watch Neg
Delphinus CDO 2007-1
Ltd.                    A-1C      AA+             AAA/Watch Neg
Delphinus CDO 2007-1
Ltd.                    A-2       AA+             AAA/Watch Neg
Delphinus CDO 2007-1
Ltd.                    A-3       A+              AAA/Watch Neg
Delphinus CDO 2007-1
Ltd.                    B         BBB+            AA/Watch Neg
Delphinus CDO 2007-1
Ltd.                    C         BBB-            A/Watch Neg
Delphinus CDO 2007-1
Ltd.                    D-1       B+             BBB+/Watch Neg
Delphinus CDO 2007-1
Ltd.                    D-2       CCC+           BBB-/Watch Neg
Delphinus CDO 2007-1
Ltd.                    D-3       CCC            BBB-/Watch Neg
Delphinus CDO 2007-1
Ltd.                    E         CC              BB/Watch Neg
Duke Funding VI, Ltd.   A2        A+              AA
Duke Funding VI, Ltd.  A3         BB              A/Watch Neg
Duke Funding VI, Ltd.  BF         CCC+            BBB/Watch Neg
Duke Funding VI, Ltd.  BV         CCC+            BBB/Watch Neg
Duke Funding VI, Ltd.  Comp l sec CCC-            BBB/Watch Neg
Duke Funding XIII Ltd. A1J        AA+             AAA/Watch Neg
Duke Funding XIII Ltd. A2J        A+              AA-/Watch Neg
Duke Funding XIII Ltd. A2S        AA-             AA/Watch Neg
Duke Funding XIII Ltd. A3         BBB             A/Watch Neg
Duke Funding XIII Ltd. B1         BBB-           BBB+/Watch Neg
Duke Funding XIII Ltd. B2         BB+             BBB/Watch Neg
Hudson Mezzanine Fndg
2006-1                 C         BBB/Watch Neg   A/Watch Neg
Hudson Mezzanine Fndg
2006-1                 D         B/Watch Neg     BBB/Watch Neg
Hudson Mezzanine Fndg
2006-1                 E         CC              BB+/Watch Neg
Hudson Mezzanine Fndg
2006-2                 B         AA-             AA+/Watch Neg
Hudson Mezzanine Fndg
2006-2                 C         BBB+            A+/Watch Neg
Hudson Mezzanine Fndg
2006-2                 D         B+              BBB+/Watch Neg
Hudson Mezzanine Fndg
2006-2                 E         CCC             BBB-/Watch Neg
Istana High Grade ABS
CDO I Ltd.             C         BB              A/Watch Neg
Istana High Grade ABS
CDO I Ltd.             D         BB-             BBB/Watch Neg
Istana High Grade ABS
CDO I Ltd.            E         B               BB+/Watch Neg
Kleros Preferred Fndg
V PLC                  A-3       AAA/Watch Neg   AAA
Kleros Preferred Fndg
V PLC                  B         AA/Watch Neg    AA
Kleros Preferred Fndg
V PLC                  C         A/Watch Neg     A
Kleros Preferred Fndg
V PLC                  D         A-/Watch Neg    A-
Kleros Preferred Fndg
V PLC                  E         BBB-/Watch Neg  BBB/Watch Neg
Longshore CDO Fndg
2007-3 Ltd.            D         BBB-/Watch Neg  BBB/Watch Neg
Markov CDO I Ltd.      A-0       AAA/Watch Neg   AAA
Markov CDO I Ltd.      A-1       AA+/Watch Neg   AAA/Watch Neg
Markov CDO I Ltd.      A-2       AA+/Watch Neg   AAA/Watch Neg
Markov CDO I Ltd.      A-3       AA+/Watch Neg   AAA/Watch Neg
Markov CDO I Ltd.      B         A+/Watch Neg    AA/Watch Neg
Markov CDO I Ltd.      C-1       BB/Watch Neg    A/Watch Neg
Markov CDO I Ltd.      C-2       BB/Watch Neg    A/Watch Neg
Markov CDO I Ltd.      C ComboNts BB/Watch Neg   A/Watch Neg
Markov CDO I Ltd.      D          CC             BBB/Watch Neg
Markov CDO I Ltd.      D ComboNts CC             BBB/Watch Neg
Markov CDO I Ltd.      E          CC             BB+/Watch Neg
Markov CDO I Ltd.      RA Nts     AA+/Watch Neg  AAA/Watch Neg
Markov CDO I Ltd.      S          AAA/Watch Neg  AAA
North Cove CDO II Ltd. A          AA+            AAA
North Cove CDO II Ltd. B          A              AA
North Cove CDO II Ltd. C          BBB+           AA-/Watch Neg
North Cove CDO II Ltd. D          BB             A-/Watch Neg
North Cove CDO II Ltd. E          BB-            BBB/Watch Neg
Sharps CDO I Ltd.      A-1        AAA            AAA/Watch Neg
STAtic ResidenTial CDO
2005-C Ltd             B          AA              AA+/Watch Neg
STAtic ResidenTial CDO
2005-C Ltd             C          A+              AA-/Watch Neg
STAtic ResidenTial CDO
2005-C Ltd             D          BBB-            A-/Watch Neg
STAtic ResidenTial CDO
2005-C Ltd             E          BB+             BBB/Watch Neg
Structured Fin.
Advisors ABS CDO       B          BBB-            A
Structured Fin.
Advisors ABS CDO       C          CCC-            BB+/Watch Neg
Structured Fin.
Advisors ABS CDO       Pref Shrs  CC              B/Watch Neg
South Coast Funding
VII Ltd.               A-2        AA+             AAA
South Coast Funding
VII Ltd.               B          AA-             AA
South Coast Funding
VII Ltd.               C          A-              A
South Coast Funding
VII Ltd.               D-1A       BB              BBB
South Coast Funding
VII Ltd.               D-1B       BB              BBB
South Coast Funding
VII Ltd.               D-2        BB              BBB
South Coast Funding
VII Ltd.               Pref shrs  CCC-            BB+/Watch Neg
Tricadia CDO 2006-7,
Ltd.                   A-1 funded AAA/Watch Neg   AAA
Tricadia CDO 2006-7,
Ltd.                   A-1 unfd   AAA/Watch Neg   AAA
Tricadia CDO 2006-7,
Ltd.                   A-2        AA-/Watch Neg   AAA/Watch Neg
Tricadia CDO 2006-7,
Ltd.                   B          BBB/Watch Neg   AA/Watch Neg
Tricadia CDO 2006-7,
Ltd.                   C          BB-/Watch Neg   A/Watch Neg
Tricadia CDO 2006-7,
Ltd.                   D          CCC+/Watch Neg  BBB/Watch Neg
Tricadia CDO 2006-7,
Ltd.                   E          CCC-/Watch Neg BBB-/Watch Neg
Tricadia CDO 2006-7,
Ltd.                   F          CC              BB/Watch Neg
Vertical ABS CDO
2007-2 Ltd.            A2         AA              AA/Watch Neg
Vertical ABS CDO
2007-2 Ltd.            A3         BBB+            A/Watch Neg
Vertical ABS CDO
2007-2 Ltd.            B          BB+             BBB/Watch Neg

                      Ratings Affirmed

Transaction                         Class       Rating
-----------                         -----       ------
Aardvark ABS CDO 2007-1             A-1         A-1
Aardvark ABS CDO 2007-1             A-2         AAA
Altius III Fdg Ltd.                 A-1a        AAA
Altius III Fdg Ltd.                 A-1a-2      AAA
Altius III Fdg Ltd.                 A-1a-3      AAA
Altius III Fdg Ltd.                 A-1b-1B     AAA
Altius III Fdg Ltd.                 A-1b-1F     AAA
Altius III Fdg Ltd.                 A-1b-V      AAA
Altius III Fdg Ltd.                 A-2         AAA
Altius III Fdg Ltd.                 B           AA
Altius III Fdg Ltd.                 C           A
Altius III Fdg Ltd.                 S           AAA
Cairn Mezz ABS CDO IV Ltd.          A1S         AAA
Charles River CDO I, Ltd.           A-1A        AAA
Charles River CDO I, Ltd.           A-1B        AAA
Charles River CDO I, Ltd.           A-2F        AA
Charles River CDO I, Ltd.           A-2V        AA
Charles River CDO I, Ltd.           Combo sec.  AAA
Delphinus CDO 2007-1 Ltd.           A-1A        AAA
Delphinus CDO 2007-1 Ltd.           A-1B        AAA
Delphinus CDO 2007-1 Ltd.           S           AAA
Duke Funding VI, Ltd.               A1J         AAA
Duke Funding VI, Ltd.               A1S         AAA
Duke Funding XIII Ltd.              2 combo     A
Duke Funding XIII Ltd.              I combo     AAA
Duke Funding XIII Ltd.              X           AAA
Hudson Mezzanine Funding 2006-1     A-b         AAA
Hudson Mezzanine Funding 2006-1     A-f         AAA
Hudson Mezzanine Funding 2006-1     B           AA
Duke Funding XIII Ltd.              A1S VFN     AAA
Hudson Mezzanine Funding 2006-1     S           AAA
Hudson Mezzanine Funding 2006-1     UnfdSrSwp   AAAsrb
Hudson Mezzanine Funding 2006-2     A-1         AAA
Hudson Mezzanine Funding 2006-2     A-2         AAA
Hudson Mezzanine Funding 2006-2     S           AAA
Istana High Grade ABS CDO I Ltd.    A-1         AAA
Istana High Grade ABS CDO I Ltd.    A-2         AAA
Istana High Grade ABS CDO I Ltd.    A-3         AAA
Istana High Grade ABS CDO I Ltd.    A-4         AAA
Istana High Grade ABS CDO I Ltd.    B           AA
Kleros Preferred Funding V PLC      A-1         AAA
Kleros Preferred Funding V PLC      A-2         AAA
Longshore CDO Funding 2007-3 Ltd.   A-1         AAA
Longshore CDO Funding 2007-3 Ltd.   A-2         AAA
Longshore CDO Funding 2007-3 Ltd.   A-3         AAA
Longshore CDO Funding 2007-3 Ltd.   B           AA
South Coast Funding VII Ltd.        A-1ANV      AAA
South Coast Funding VII Ltd.        A-1AV       AAA
South Coast Funding VII Ltd.        A-1B        AAA
STAtic ResidenTial CDO 2005-C Ltd.  A-1         AAA
STAtic ResidenTial CDO 2005-C Ltd.  A-2         AAA
Structured Fin. Advisors ABS CDO    A           AAA
  III Ltd.
Vertical ABS CDO 2007-2 Ltd.        A1J         AAA
Vertical ABS CDO 2007-2 Ltd.        A1S         AAA
Vertical ABS CDO 2007-2 Ltd.        X           AAA

                Other Outstanding Ratings

Transaction                         Class      Rating
-----------                         -----      ------
Broderick CDO 3 Ltd.                A-2        AAA/Watch Neg
Broderick CDO 3 Ltd.                A-3        AAA/Watch Neg
Broderick CDO 3 Ltd.                A-4        AAA/Watch Neg
Broderick CDO 3 Ltd.                A-5        AAA/Watch Neg
Longshore CDO Funding 2007-3 Ltd.   C          A/Watch Neg
Tricadia CDO 2006-7, Ltd.           A-X        AAA/Watch Neg


* S&P Downgrades 14 Tranches' Ratings from 10 U.S. CDOs
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 14
tranches from 10 U.S. synthetic CDO of ABS transactions following
the downgrade of 1,292 classes of U.S. residential
mortgage-backed securities backed by U.S. first-lien Alternative A
(Alt-A) mortgage collateral and 793 classes of RMBS backed by U.S.
closed-end second-lien collateral.

The downgraded tranches have a total issuance amount of
$464.62 million, and all are from CDOs of asset-backed securities
collateralized by structured finance securities, including U.S.
RMBS.  The CDO transactions were all issued either in 2006 or
2007.  All 10 CDOs are mezzanine structured finance CDOs of ABS,
collateralized by 'A' and 'BBB' rated tranches of RMBS and other
structured finance securities.

S&P reviewed the ratings on all of the classes that downgraded to
determine the appropriate rating action.  If the synthetic rated
overcollateralization ratio was lower than 100% at the current
date and at a 90-day-forward projected date, S&P lowered the
rating on the tranche until the SROC ratio was
at or above 100% at its lower rating level.

                       Ratings List

                    Abacus 2006-14 Ltd.

                                         Rating
                                         ------

            Class                 To              From
            -----                 --              ----

            B                     BB+             BBB-
            C                     B+              BB-

                      Coriolanus Ltd.
                         Series 39

                                         Rating
                                         ------

            Class                 To              From
            -----                 --              ----

            Tranche               BB-             BB+

                     Eirles Two Ltd.

                                         Rating
                                         ------

            Class                 To              From
            -----                 --              ----

            Series 252            BB              BB+

                     Eirles Two Ltd.

                                         Rating
                                         ------

           Class                 To              From
           -----                 --              ----

           Series 257            BBB             BBB+
           Series 259            BBB-            BBB
           Series 264            BB-             BB

                        Ixion PLC
                  Series 4, 5, 6, & 7

                                      Rating
                                      ------

         Class                 To              From
         -----                 --              ----

         4                     BB+             BBB-
         7                     BB+             BBB-

                        Ixion PLC
                  Series Syrah 2006-11 (16)

                                      Rating
                                      ------

         Class                 To              From
         -----                 --              ----

         16                    A+              AA-

                        Ixion PLC
                      Series 29 & 30

                                      Rating
                                      ------

         Class                 To              From
         -----                 --              ----
         K                     BB-             BB

                  Magnolia Finance II PLC

                                      Rating
                                      ------

         Class                 To              From
         -----                 --              ----

         Notes                 AA              AA+

                Rutland Rated Investments
               Series Millbrook 2006-4 (32)

                                      Rating
                                      ------

         Class                 To              From
         -----                 --              ----

         B                     BBB             BBB+

                          SPGS SPC
                  Series ABSpoke 2006-IIC

                                      Rating
                                      ------
          Class                 To              From
          -----                 --              ----

          Var notes             BBB-            BBB


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Great Kings Cafe, Inc.
   Bankr. S.D. Fla. Case No. 07-21271
      Chapter 11 Petition filed December 19, 2007
         See http://bankrupt.com/misc/flsb07-21271.pdf

In Re Lukasz Remiasz
   Bankr. N.D. Ill. Case No. 07-23899
      Chapter 11 Petition filed December 19, 2007
         See http://bankrupt.com/misc/ilnb07-23899.pdf

In Re Atrium of Evansville, L.L.C.
   Bankr. S.D. Ind. Case No. 07-71561
      Chapter 11 Petition filed December 19, 2007
         See http://bankrupt.com/misc/insb07-71561.pdf

In Re Silver Streak Trucks & Equipment, Inc.
   Bankr. E.D. Ky. Case No. 07-10522
      Chapter 11 Petition filed December 19, 2007
         See http://bankrupt.com/misc/kyeb07-10522.pdf

In Re Perry J. Lishman
   Bankr. N.D. Miss. Case No. 07-14628
      Chapter 11 Petition filed December 19, 2007
         See http://bankrupt.com/misc/msnb07-14628.pdf

In Re Knoxville Restaurant Ventures, L.L.C.
   Bankr. W.D. Penn. Case No. 07-12016
      Chapter 11 Petition filed December 19, 2007
         See http://bankrupt.com/misc/pawb07-12016.pdf

In Re Theresa Marie Mosley
   Bankr. D. Nev. Case No. 07-18575
      Chapter 11 Petition filed December 19, 2007
         Filed as Pro Se

In Re X.S.B., L.L.C.
   Bankr. W.D. Tenn. Case No. 07-32758
      Chapter 11 Petition filed December 19, 2007
         See http://bankrupt.com/misc/tnwb07-32758.pdf

In Re Preferred Surgeon's Assistants, L.L.C.
   Bankr. N.D. Ga. Case No. 07-81422
      Chapter 11 Petition filed December 20, 2007
         See http://bankrupt.com/misc/ganb07-81422.pdf

In Re Ryme, Inc.
   Bankr. N.D. Iowa Case No. 07-02363
      Chapter 11 Petition filed December 20, 2007
         See http://bankrupt.com/misc/ianb07-02363.pdf

In Re Le Parisien, L.L.C.
   Bankr. D. Minn. Case No. 07-44738
      Chapter 11 Petition filed December 20, 2007
         See http://bankrupt.com/misc/mnb07-44738.pdf

In Re Southland Investments, Inc.
   Bankr. E.D. Tenn. Case No. 07-34421
      Chapter 11 Petition filed December 20, 2007
         See http://bankrupt.com/misc/tneb07-34421.pdf

In Re Clarkston Hines, Inc.
   Bankr. N.D. Ga. Case No. 07-81519
      Chapter 11 Petition filed December 21, 2007
         See http://bankrupt.com/misc/ganb07-81519.pdf

In Re International Art Galleries, L.L.C.
   Bankr. D. Hawaii Case No. 07-01363
      Chapter 11 Petition filed December 21, 2007
         See http://bankrupt.com/misc/hib07-01363.pdf

In Re Roslindale Gas & Mini Mart, Inc.
   Bankr. D. Mass. Case No. 07-18044
      Chapter 11 Petition filed December 21, 2007
         See http://bankrupt.com/misc/mab07-18044.pdf

In Re William A. Burch
   Bankr. D. Md. Case No. 07-23044
      Chapter 11 Petition filed December 21, 2007
         See http://bankrupt.com/misc/mdb07-23044.pdf

In Re Radiance Medspa of Bethesda, L.L.C.
   Bankr. D. Md. Case No. 07-23050
      Chapter 11 Petition filed December 21, 2007
         See http://bankrupt.com/misc/mdb07-23050.pdf

In Re Urszula A. Studzinski, M.D., P.C.
   Bankr. E.D. Mich. Case No. 07-65994
      Chapter 11 Petition filed December 21, 2007
         See http://bankrupt.com/misc/mieb07-65994.pdf

In Re Kneeland Construction Co., Inc.
   Bankr. N.D. N.Y. Case No. 07-13509
      Chapter 11 Petition filed December 21, 2007
         See http://bankrupt.com/misc/nynb07-13509.pdf

In Re Area 51 Pittsburgh
   Bankr. W.D. Penn. Case No. 07-28052
      Chapter 11 Petition filed December 21, 2007
         See http://bankrupt.com/misc/pawb07-28052.pdf

In Re Platner Associates, Inc.
   Bankr. E.D. Calif. Case No. 07-31186
      Chapter 11 Petition filed December 21, 2007
         Filed as Pro Se

In Re Kenyatta Goins
   Bankr. D. Ariz. Case No. 07-07062
      Chapter 11 Petition filed December 21, 2007
         Filed as Pro Se

In Re Gregory G. Hrapchak
   Bankr. N.D. W.V. Case No. 07-01668
      Chapter 11 Petition filed December 23, 2007
         See http://bankrupt.com/misc/wvnb07-1668.pdf

In Re Hashim A. Rama
   Bankr. W.D. Wis. Case No. 07-15081
      Chapter 11 Petition filed December 24, 2007
         See http://bankrupt.com/misc/wiwb07-15081.pdf

                             *********

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, John Paul C. Canonigo, 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 ***