TCR_Public/080102.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 2, 2008, Vol. 12, No. 1

                             Headlines


A.R.E.I. NEWHALL 9: Voluntary Chapter 11 Case Summary
ACA CAPITAL: Balks at False Reports on Alleged Regulatory Control
ACE MORTGAGE: Fitch Retains 'C' Ratings on Ten Cert. Classes
ACE SECURITIES: Fitch Junks Ratings on Five Certificate Classes
ACE SECURITIES: Moody's Junks Rating on Class 2004-FM1-M6 Certs.

ACE SECURITIES: Moody's Places Low-B Ratings on Two Cert. Classes
ALEXANDER PARK: Poor Credit Quality Cues Moody's Ratings Review
AMERICAN HOME: Wants to Auction-Off Non-Performing Loans
AMERICAN HOME: Court Extends Plan Filing Period Until March 3
AMERICAN TECH: Oct. 31 Balance Sheet Upside-Down by $1.2 Million

AMS HEALTH: Files Bankruptcy Petition Over McCarty Judgment
AMS HEALTH: Case Summary & 20 Largest Unsecured Creditors
ANDREW CORP: Completes $2.65BB Merger Deal with CommScope Inc.
APIDOS CDO: Cash Flow Diminution Cues Moody's to Put Ba2 Rating
BANCO GMAC: Moody's Lowers Bank Financial Strength Rating to D-

BARNHILL'S BUFFET: Gets Final OK to Use Wells Fargo's DIP Fund
BARNHILL'S BUFFET: Wants Court Approval to Auction Restaurants
BEAR STEARNS: Moody's Junks Rating on Class M-8B Certs. from Ba2
BELLEMONT VICTORIA: Moody's Holds Ba2 Rating on Subordinate Bonds
BENTON BANKING: Shareholders Claim Stock is "Worthless"

BENTON BANKING: First Volunteer Buys Shares for $18 Million
BLUEGRASS ABS: Poor Credit Quality Cues Moody's Ratings Review
CABIN CREEK: Voluntary Chapter 11 Case Summary
CENVEO INC: Inks All Cash Acquisition Deal with Rex Corporation
CENVEO INC: Elects Gerald S. Armstrong to Board of Directors

COMMSCOPE INC: Completes $2.65BB Buyout Deal with Andrew Corp.
COMMUNITY GENERAL: Moody's Holds Ba3 Rating on $8.5 Mil. Bonds
CONSECO HOME: Fitch Cuts Rating on Class B-2 Certs. to B- from B+
CONSOLIDATED COMMS: Paying Quarterly Dividend on February 1
COOPER COS: Sets March 18 Annual Meeting of Stockholders

COUNTRYWIDE: Fitch Takes Rating Actions on Various Transactions
CSFB MORTGAGE: Moody's Cuts Ratings on 16 Certificate Classes
CWABS INC: S&P Junks Ratings on Seven Certificate Classes
DAVID CRAIG: Case Summary & 20 Largest Unsecured Creditors
DELTA PETROLEUM: Inks $684 Million Investment Deal With Tracinda

DUKE FUNDING: Moody's Reviews Ba3 Rating on $118.75 Mil. Notes
EARTHFIRST TECH: Sept. 30 Balance Sheet Upside-Down by $11.3 Mil.
EL PASO: Selling 25.5% Ruby Pipe Stake to PG&E Corp. for $2 Bil.
EVEN CONSTRUTORA: Fitch Assigns 'B+' Foreign and Local IDRs
FIELDSTONE MORTGAGE: Fitch Cuts Rating on Class M-8 Certs. to BB

FORT DENISON: Event of Default Cues Moody's Ratings Review
FOX HILLS 50: Voluntary Chapter 11 Case Summary
FREMONT HOME: Moody's Junks Rating on Class M-10 Certs. from Ba1
FU DP REALTY: Voluntary Chapter 11 Case Summary
GENESCO INC: Court Requires Finish Line to Close Merger Deal

GSAMP TRUST: Moody's Cuts Ratings on Two Cert. Classes to Low-B
H&H MEAT: Case Summary & 20 Largest Unsecured Creditors
HARVEY ELECTRONICS: Files for Chapter 11 Protection in New York
HARVEY ELECTRONICS: Voluntary Chapter 11 Case Summary
HASCO: Fitch Downgrades Ratings on $19.2MM Certificates to B

INDEPENDENCE I: Moody's Reviews B3 Rating on $50 Million Notes
INDEPENDENCE II: Moody's Junks Rating on Class B Senior Notes
INDEPENDENCE III: Moody's Reviews Low-B Ratings on Two Notes
INGRESS CBO: Moody's Cuts Rating on $54 Million Notes to Ba1
IWT TESORO: Wants Court OK to Extend Exclusive Plan Filing Period

JOHN AMOS: Case Summary & 16 Largest Unsecured Creditors
JOHNSON RUBBER: U.S. Trustee Appoints Four-Member Creditors Panel
JON ROBERTS: Case Summary & 17 Largest Unsecured Creditors
LEVITT AND SONS: May Employ Ruden McClosky as Special Counsel
LEVITT AND SONS: Panel Taps Genovese and Mr. Battista as Counsels

LEVITZ FURNITURE: Panel Gets Partial OK to Retain Cooley Godward
LEVITZ FURNITURE: Committee May Retain J.H. Cohn as Advisor
LEVITZ FURNITURE: HSBC Amends Request to Lift Automatic Stay
LOUISIANA LOCAL: Moody's Holds Low-B Ratings on Subordinate Bonds
MACY'S INC: To Close Nine Stores in Six States

MERRILL LYNCH: Moody's Junks Rating on Class B-3 Certificates
MID OCEAN: Weak Credit Quality Prompts Moody's Rating Reviews
MIGUEL PEREZ: Case Summary & Eight Largest Unsecured Creditors
MILLER PETROLEUM: Oct. 31 Balance Sheet Upside-Down by $1.5 Mil.
MOVIE GALLERY: Wants Plan Solicitation & Tabulation Protocols OK'd

MOVIE HOLDINGS: Weak Operation Prompts S&P to Cut Rating to B-
NASDAQ STOCK: Thomas Stemberg Leaves Board Effective December 31
NEUMANN HOMES: Court Approves Paul Hastings as Committee's Counsel
NEUMANN HOMES: Can Sell 36 Trailers to CTPC for $631,208
NORTEL NETWORKS: Settles Patent Dispute With Vonage Holdings

NORTEL NETWORKS: Unit Commences Exchange Offer for 3 Senior Notes
PANITZ SIGNATURE: Files Chapter 7 After Unsuccessful Auction
PERFORMANCE TRANS: Panel Taps Traxi LLC as Financial Advisors
PERFORMANCE TRANS: Wants to Hire Reed Smith as Special Counsel
POPE & TALBOT: Court Okays Rothschild Inc. as Financial Advisor

POPE & TALBOT: May Hire FTI to Perform Financial Advisory Services
POPE & TALBOT: Court Approves S. Rives as Special Outside Counsel
QUEBECOR WORLD: Banks and Sponsors Grant Waivers Until March 31
QWEST COMMUNICATIONS: Jan Murley Joins Board of Directors
RAINIER CBO: Fitch Lifts Rating on $3.84MM Notes to BBB from B+

REGENCY ENERGY: Inks $655 Million Buyout Deal with CDM Resource
REMINGTON ARMS: Executes Agreement to Acquire Marlin Firearms
ROBERT BINDSEIL: Case Summary & 30 Largest Unsecured Creditors
SCAN INT'L: Blames Bankruptcy on Low Revenue and Lack of Funds
SCAN INT'L: Court to Hear Wells Fargo DIP Financing Mid-January

SCO GROUP: Gets Nasdaq Delisting Notice Due to Bankruptcy Filing
SHILOH INDUSTRIES: Earns $4.3 Mil. in Quarter Ended October 31
SOUNDVIEW HOME: Fitch Chips Ratings on Two Cert. Classes to BB
SOUTHERN PACIFIC: Fitch Retains Junk Rating on Class B-1F Cert.
SOUTHERN STAR: Plans to Wind Down Business Operations

SPARTA COMMERCIAL: Oct. 31 Balance Sheet Upside-Down by $3 Million
SPECIALTY UNDERWRITING: Moody's Junks Ratings on Two Cert. Classes
SR TELECOM: Sells Airstar and SR500 Product Lines to Duons Group
SURPRISE LAKE: Case Summary & 15 Largest Unsecured Creditors
UNITED RENTALS: S&P Holds BB- Rating on Terminated Merger Deal

VERDE CDO: Moody's Reviews Ba3 Rating on $10 Mil. Class D Notes
VONAGE HOLDINGS: Settles Patent Dispute With Nortel Networks
WCI STEEL: Amends $150 Mil. Credit Pact With Harbinger Capital

* Fitch Says Funding Pressures Likely to Persist Into 2008
* S&P Completes Review of Oil and Gas Exploration Companies

* Upcoming Meetings, Conferences and Seminar


                             *********

A.R.E.I. NEWHALL 9: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: A.R.E.I. Newhall 9, L.L.C.
        5 Ike Court
        Novato, CA 94945

Bankruptcy Case No.: 07-15210

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        A.R.E.I. Newhall 5, L.L.C.                 07-15211
        A.R.E.I. Newhall 27, L.L.C.                07-15212
        A.R.E.I. Newhall 32, L.L.C.                07-15213
        A.R.E.I. Newhall 30, L.L.C.                07-15214
        A.R.E.I. Newhall 16, L.L.C.                07-15215
        A.R.E.I. Newhall 18, L.L.C.                07-15216
        A.R.E.I. Newhall 29, L.L.C.                07-22209
        A.R.E.I. Newhall 3, L.L.C.                 07-15244
        A.R.E.I. Newhall 4, L.L.C.                 07-15246

Type of Business: The Debtors own and manages real estate.

Chapter 11 Petition Date: December 27, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: David A. Tilem, Esq.
                  206 North Jackson Street, Suite 201
                  Glendale, CA 91206
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800

                                    Total Assets       Total Debts
                                    ------------       -----------
A.R.E.I. Newhall 9, L.L.C.          $6,788,861         $24,000,000
A.R.E.I. Newhall 5, L.L.C.          $625,293           $24,000,000
A.R.E.I. Newhall 27, L.L.C.         $771,417           $24,000,000
A.R.E.I. Newhall 32, L.L.C.         $586,676           $24,000,000
A.R.E.I. Newhall 30, L.L.C.         $277,722           $24,000,000
A.R.E.I. Newhall 16, L.L.C.         $428,922           $24,000,000
A.R.E.I. Newhall 18, L.L.C.         $1,343,520         $24,000,000
A.R.E.I. Newhall 29, L.L.C.         $586,278           $24,000,000
A.R.E.I. Newhall 3, L.L.C.          $911,007           $24,000,000
A.R.E.I. Newhall 4, L.L.C.          $890,217           $24,000,000

The Debtors did not file lists of largest unsecured creditors.


ACA CAPITAL: Balks at False Reports on Alleged Regulatory Control
-----------------------------------------------------------------
ACA Capital Holdings, Inc., issued a statement in response to
various stories that have run, on Dec. 27, 2007, in The New York
Times, Bloomberg and other news sources with headlines suggesting
that the Maryland Insurance Commissioner has "taken control" of
its financial guaranty insurance subsidiary, ACA Financial
Guaranty Corporation.

"Despite the somewhat misleading headlines of these stories, the
articles make clear in their texts that the events referred to are
not the initiation of any type of formal delinquency proceedings
by the Commissioner against ACA FG, but rather ACA FG's entry last
week into a consent agreement and a representation letter with the
Commissioner.  The trigger for the press stories was ACA Capital's
December 26 filing of a Form 8-K disclosing the events of last
week, including the S&P downgrade, the forbearance agreement with
derivative counterparties, and the two letters that ACA FG entered
into with the Commissioner."

As reported in the Troubled Company Reporter on Dec. 21, 2007, the
regulatory filing stated that on Dec. 19, 2007, Standard & Poor's
downgraded its financial strength rating of ACA FG to `CCC'
(Developing Outlook) from `A' (CreditWatch Negative).  That same
day, ACA Capital and its direct and indirect subsidiaries entered
into a forbearance agreement with its Structured Credit and other
similarly situated counterparties.  Under the agreement, the
counterparties have waived all collateral posting requirements and
termination rights relating to the rating of ACA FG under their
respective transaction documents including any credit support
annexes and similar agreements.  The forbearance will remain in
effect until Jan. 18, 2008.  As such, ACA FG is not required to
post collateral as a result of S&P's actions during the
forbearance period.

Prior to S&P's actions on December 19, ACA FG also entered into a
Letter of Representations and Agreements and a Consent Order with
the Insurance Commissioner for the State of Maryland, ACA FG's
insurance regulator in its state of incorporation.  Under the
Letter Agreement, ACA FG agreed to provide certain documentation
and other reports to the Maryland Insurance Administration.  ACA
FG also agreed not to engage in certain activities without
providing prior notice and opportunity to object to the MIA
including, without limitation, pledging or assigning any assets,
paying dividends or engaging in certain material transactions.
ACA FG is similarly limited under the forbearance agreement from
engaging in activities consistent with the Letter Agreement and
must also comply with financial covenants.  Under the Consent
Order, ACA FG agreed not to object to, and, if requested, to
consent to, a petition by the Commissioner to institute
delinquency proceedings in the event that S&P downgraded ACA FG's
financial strength rating and the forbearance agreement was not
signed by all of the counterparties.  In view of the execution of
the forbearance agreement, the Commissioner has not instituted any
such proceedings.

                        About ACA Capital

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

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

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


ACE MORTGAGE: Fitch Retains 'C' Ratings on Ten Cert. Classes
------------------------------------------------------------
Fitch Ratings has downgraded these Ace mortgage pass-through
certificates.  Downgrades total $243.1 million.  Break Loss
percentages and Loss Coverage Ratios for each class, rated 'B' or
higher, are included with the rating actions as:

Series 2006-SL2
  -- $185.0 million class A downgraded to 'BB' from 'BBB-'
     (BL: 51.20, LCR: 0.96);
  -- $30.9 million class M-1 downgraded to 'B' from 'BB'
     (BL: 41.33, LCR: 0.78);
  -- $10.0 million class M-2A downgraded to 'C/DR6' from 'B';
  -- $17.1 million class M-2B downgraded to 'C/DR6' from 'B';
  -- $13.1 million class M-3 remains at 'C/DR6';
  -- $11.8 million class M-4 remains at 'C/DR6';
  -- $12.6 million class M-5 remains at 'C/DR6';
  -- $5.0 million class M-6A remains at 'C/DR6';
  -- $7.1 million class M-6B remains at 'C/DR6';
  -- $11.8 million class M-7 remains at 'C/DR6';
  -- $9.3 million class M-8 remains at 'C/DR6';
  -- $0.0 million class M-9A remains at 'C/DR6';
  -- $0.0 million class M-9B remains at 'C/DR6';
  -- $0.0 million class B-1 remains at 'C/DR6'.

Deal Summary
  -- Originators (Greater than 5%): Long Beach Mortgage Co.
     (60.17%) & Fremont Investment & Loan (30.53%);
  -- 60+ day Delinquency: 25.38%;
  -- Realized Losses to date (% of Original Balance): 14.14%;
  -- Expected Remaining Losses (% of Current Balance): 53.06%;
  -- Cumulative Expected Losses (% of Original Balance):
     45.08%.

Minimum LCR's specifically for subprime second lien transactions
are as follows: 'AAA': 2.00; 'AA': 1.75; 'A': 1.50; 'BBB': 1.20;
'BB' 0.95; 'B': 0.75.


ACE SECURITIES: Fitch Junks Ratings on Five Certificate Classes
---------------------------------------------------------------
Fitch Ratings has affirmed 11 & downgraded 12 classes from the
following Ace Securities Corporation mortgage pass-through
certificates:

Ace 2002-HE2
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 downgraded to 'BB' from 'A';
  -- Class M-3 remains at 'B-/DR1';
  -- Class M-4 downgraded to 'CCC/DR1' from 'B-/DR1'.

Ace 2004-HE1
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 downgraded to 'B' from 'BBB';
  -- Class M-5 downgraded to 'CCC/DR1' from 'B';
  -- Class M-6 downgraded to 'C/DR5' from 'CC/DR2'.

Ace 2004-HS1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 downgraded to 'BBB+' from 'A-';
  -- Class M-4 downgraded to 'B' from 'BBB';
  -- Class M-5 downgraded to 'CC/DR3' from 'BB+'.

Ace 2004-OP1
  -- Class M-1 affirmed at 'AA'
  -- Class M-2 affirmed at 'A+'
  -- Class M-3 affirmed at 'A'
  -- Class M-4 affirmed at 'A-'
  -- Class M-5 downgraded to 'BBB' from 'BBB+';
  -- Class M-6 downgraded to 'BB' from 'BB+';
  -- Class B downgraded to 'C/DR4' from 'B'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$335.21 million in outstanding certificates.  The downgrades
reflect deterioration in the relationship between CE and expected
losses, and affect approximately $39.35 million in outstanding
certificates.

The pool factors range from approximately 6% to 16%, and the
transactions are seasoned in a range of 43 months to 61 months.
The amount of loans in the 60+ delinquency buckets range from
approximately 20.82% to 37.11%, and cumulative losses range from
1.10% to 4.66%.


ACE SECURITIES: Moody's Junks Rating on Class 2004-FM1-M6 Certs.
----------------------------------------------------------------
Moody's Investors Service has upgraded 17 certificates, downgraded
31 certificates and confirmed ratings of 5 certificates issued in
2004 and backed by Fremont originated subprime loans.  The actions
are based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.

All deals have very low pool factors and have stepped down.
Seventeen classes of certificates are upgraded due to the fast pay
down of the pool which led to strong build-up in credit
enhancement for the most senior tranches that are still
outstanding in the transactions.  And the projected pipeline
losses are not expected to significantly affect the credit support
for these certificates.  On the other hand, 31 classes of
certificates are downgraded because the reduction in
overcollateralization due to stepdown and higher loss severity at
the tail end of the deals' life have made the bottom tranches more
vulnerable to further pool deterioration.

The complete rating actions are:

                           Upgrade
Issuer:

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-M1, Upgraded to Aa1 from Aa2;

  -- Fremont Home Loan Trust 2004-1, Class M-1, Upgraded to Aaa
     from Aa1;

  -- Fremont Home Loan Trust 2004-1, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-1, Class M-3, Upgraded to Aa2
     from Aa3;

  -- Fremont Home Loan Trust 2004-1, Class M-4, Upgraded to Aa3
     from A1;

  -- Fremont Home Loan Trust 2004-1, Class M-5, Upgraded to A1
     from A2;

  -- Fremont Home Loan Trust 2004-2, Class M-1, Upgraded to Aa
     from Aa1;

  -- Fremont Home Loan Trust 2004-2, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-B, Class M-1, Upgraded to Aaa
     from Aa1;

  -- Fremont Home Loan Trust 2004-B, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-C, Class M-1, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-C, Class M-2, Upgraded to Aa2
     from Aa3;

  -- GSAMP Trust 2004-FM1, Class M-1, Upgraded to Aaa from Aa2;

  -- GSAMP Trust 2004-FM1, Class M-2, Upgraded to Aa2 from A2;

  -- GSAMP Trust 2004-FM2, Class M-1, Upgraded to Aa1 from Aa2;

  -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1,
     Class 2004-FM1-M2, Upgraded to Aa2 from A2;

  -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1,
     Class 2004-FM1-M3, Upgraded to Aa3 from A3.

                           Downgrade

Issuer:

--  ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-M5, Downgraded to B1 from Baa2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-M6, Downgraded to Ca from Baa3;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-B1A, Downgraded to C from Ba2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-B1B, Downgraded to C from Ba2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-M6, Downgraded to Ba1 from Baa3;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-B, Downgraded to Caa2 from Ba2;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-6, Downgraded to Ba1 from Baa2;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-7, Downgraded to B2 from Baa3;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-8B, Downgraded to Caa2 from Ba2;

  -- Bear Stearns Asset Securities I Trust 2004-FR2, Class M-
     8B, Downgraded to B3 from Ba2;

  -- Fremont Home Loan Trust 2004-2, Class M-9, Downgraded to
     Ba2 from Baa3;

  -- Fremont Home Loan Trust 2004-2, Class B-1, Downgraded to
     Ca from Ba1;

  -- Fremont Home Loan Trust 2004-4, Class M-6, Downgraded to
     Baa1 from A3;

  -- Fremont Home Loan Trust 2004-4, Class M-7, Downgraded to
     Baa3 from Baa1;

  -- Fremont Home Loan Trust 2004-4, Class M-8, Downgraded to
     Ba2 from Baa2;

  -- Fremont Home Loan Trust 2004-4, Class M-9, Downgraded to
     B3 from Baa3;

  -- Fremont Home Loan Trust 2004-4, Class M-10, Downgraded to
     Ca from Ba1;

  -- Fremont Home Loan Trust 2004-4, Class B, Downgraded to C
     from Ba2;

  -- Fremont Home Loan Trust 2004-A, Class B-3, Downgraded to
     Ba1 from Baa3;

  -- Fremont Home Loan Trust 2004-B, Class M-9, Downgraded to
     Ba2 from Baa3;

  -- Fremont Home Loan Trust 2004-D, Class M-6, Downgraded to
     Baa1 from A3;

  -- Fremont Home Loan Trust 2004-D, Class M-7, Downgraded to
     Baa3 from Baa1;

  -- Fremont Home Loan Trust 2004-D, Class M-8, Downgraded to
     Ba2 from Baa2;

  --- Fremont Home Loan Trust 2004-D, Class M-9, Downgraded to
      B1 from Baa3;

  -- Fremont Home Loan Trust 2004-D, Class M-10, Downgraded to
     Caa3 from Ba2;

  -- GSAMP Trust 2004-FM2, Class B-2, Downgraded to Ba1 from
     Baa2;

  -- GSAMP Trust 2004-FM2, Class B-3, Downgraded to Ba3 from
     Baa3;

  -- GSAMP Trust 2004-FM2, Class B-4, Downgraded to B1 from
     Ba1;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-8,
     Downgraded to Baa3 from Baa2;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-9,
     Downgraded to Ba2 from Baa3;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-10,
     Downgraded to Caa2 from Ba1.

                            Confirm

Issuer:

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-8A, current rating Ba2, Confirmed;

  -- Credit Suisse First Boston Mortgage Securities Corp.
     Series 2004-FRE1, Class B-2, current rating Baa2,
     Confirmed;

  -- Credit Suisse First Boston Mortgage Securities Corp.
     Series 2004-FRE1, Class B-3, current rating Baa3,
     Confirmed;

  -- Fremont Home Loan Trust 2004-2, Class M-3, current rating
     Aa3, Confirmed;

  -- Fremont Home Loan Trust 2004-2, Class M-4, current rating
     A1, Confirmed.


ACE SECURITIES: Moody's Places Low-B Ratings on Two Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service assigned ratings ranging from Aaa to Aa2
to the senior certificates issued by ACE Securities Corp.
Mortgage Loan Trust, Series 2007-D1 and ratings ranging from Aa2
to Ba2 to the subordinate certificates in the deal.

The securitization is backed by Delta Funding Corporation
originated, adjustable-rate and fixed-rate, subprime residential
mortgage loans acquired by DB Structured Products, Inc.  The
ratings are based primarily on the credit quality of the loans.
These ratings will benefit from the protection against credit
losses provided by subordination, excess spread,
overcollateralization, and an interest-rate swap agreement
provided by Deutsche Bank AG, New York Branch.

Moody's expects collateral losses to range from 6.85% to 7.35%.
Ocwen Loan Servicing, LLC will service the mortgage loans and
Wells Fargo Bank  will act as master servicer to the mortgage
loans.  Moody's has assigned Ocwen its servicer quality rating of
SQ2- as a servicer of subprime mortgage loans.  Moody's has
assigned Wells Fargo its top servicer quality rating of SQ1 as a
master servicer of mortgage loans.

                    Complete Rating Actions

   ACE Securities Corp. Mortgage Loan Trust, Series 2007-D1
  Home Equity Loan Asset-Backed Certificates, Series 2007-D1

                     Cl. A-1, Assigned Aaa
                     Cl. A-2, Assigned Aaa
                     Cl. A-3, Assigned Aaa
                     Cl. A-4, Assigned Aaa
                     Cl. A-M, Assigned Aa2
                     Cl. M-1, Assigned Aa2
                     Cl. M-2, Assigned Aa3
                     Cl. M-3, Assigned A1
                     Cl. M-4, Assigned A3
                     Cl. M-5, Assigned Baa1
                     Cl. M-6, Assigned Baa2
                     Cl. M-7, Assigned Baa2
                     Cl. M-8, Assigned Baa3
                     Cl. M-9, Assigned Ba1
                     Cl. M-10, Assigned Ba2


ALEXANDER PARK: Poor Credit Quality Cues Moody's Ratings Review
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Alexander
Park CDO I, Ltd. on review for possible downgrade:

Class Description: $37,500,000 Class A-2 Floating Rate Term Notes,
Due 2039

  -- 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: $22,000,000 Class B Floating Rate Term Notes,
Due 2039

  -- Prior Rating: Aa2
  -- Current Rating: A2, on review for possible downgrade

Class Description: $10,000,000 Class C Fixed Rate Term Notes, Due
2039

  -- Prior Rating: A2
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $12,000,000 Class D-1 Floating Rate Term Notes,
Due 2039

  -- Prior Rating: Baa2
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $3,000,000 Class D-2 Fixed Rate Term Notes, Due
2039

  -- Prior Rating: Baa2
  -- Current Rating: Caa1, on review for possible downgrade

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 asset
backed securities.


AMERICAN HOME: Wants to Auction-Off Non-Performing Loans
--------------------------------------------------------
American Home Mortgage Investment Corp. seeks permission
from the U.S. Bankruptcy Court for the District of Delaware
to sell pools of mortgages in which borrowers are behind in
their payments and owe $164,000,000 in principal on the loans.

Pursuant to Sections 105(a) and 363 of the Bankruptcy Code and
Rules 2002, 6004 and 9014 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to:

   -- approve certain procedures with respect to the proposed
      sale of the non-performing loans, pursuant to a loan
      sale and interim servicing agreement;

   -- authorize sale free and clear of liens and claims,
      pursuant to the Sale Agreement;

   -- authorize and approve the sale agreement;

   -- authorize and distribute certain of the sale proceeds to
      certain secured lenders, including Bank of America, N.A.,
      as administrative agent and JPMorgan Chase Bank, N.A.;

   -- approve the payment of an expense reimbursement of
      reasonable costs and expenses in connection with the due
      diligence process by bidders in an amount not to exceed
      $150 for each Non-Performing Loan;

   -- schedule a hearing on the sale and setting objection and
      bidding deadlines with respect to the sale; and

   -- approve the form and manner of notice of an auction for the
      non-performing loans.

The Non-Performing Loans to be sold are first-lien loans, in
which the mortgagors have not fulfilled one or more of the terms,
conditions or obligations required under the mortgages.  Each
Non-Performing Loan is greater than 60 days past due, and is
owned by the Debtors.  The Loans are subject to the liens of the
Debtors' secured lenders and AH Mortgage Acquisition Co., Inc.

The Debtors propose to pool and sell the Non-Performing Loans in
three ways:

   (1) Non-Performing Loans owned by the Debtors, but subject to
       the liens of AHM Acquisition, and the other lenders under
       certain Debtor-in-Possession Loan and Security Agreement
       dated as of November 16, 2007.  The Debtors propose to
       sell approximately 83 of this Unencumbered Non-Performing
       Loans with an aggregate unpaid principal balance of
       approximately $24,000,000;

   (2) Non-Performing Loans owned by the Debtors that constitute
       a portion of the collateral securing the obligations owing
       by certain of the Debtors to the Secured Lenders under the
       BofA Credit Agreement.  BofA and its secured lenders were
       granted liens upon, and security interests in, among other
       assets, the BofA Non-Performing Loans, pursuant to certain
       Security and Collateral Agency Agreement and the final
       order authorizing the Debtors' limited use of cash
       collateral.  The Debtors propose to sell approximately 208
       BofA Non-Performing Loans with an aggregate unpaid
       principal balance of $14,000,000; and

   (3) Non-Performing Loans owned by the Debtors pursuant to the
       JPMorgan Credit Agreement.  The Debtors propose to sell
       approximately 327 JPMorgan Non-Performing Loans with an
       aggregate unpaid principal balance of $127,000,000.

The Debtors propose to sell around 618 Non-Performing Loans with
unpaid principal amount aggregating to $164,000,000.  The Debtors
note that the number of the Non-Performing Loans may decrease or
increase as a result of, for instance, mortgagors satisfying
their loan obligations, or additional loans becoming greater than
60 days past due.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, contends that pooling the Non-
Performing Loans creates the greatest likelihood of obtaining the
maximum return for the bankruptcy estates, while ensuring that
the rights of the Secured Parties are protected.  He notes that
the Debtors seek approval of the sale of each Pool through
separate Sale Agreements with different purchasers to obtain the
highest value for the Loans.

Mr. Patton relates that pursuant to the Sale Agreement, the
Debtors propose to sell, assign and transfer the Non-Performing
Loans to successful bidders, free and clear of all liens, claims,
interests and encumbrances, other than those expressly assumed by
the Successful Bidder.  He adds that all Liens will attach to
proceeds of any sale received by the Debtors with the same
validity and priority that the Liens had on the Non-Performing
Loans immediately prior to the sale.

                         Sale Procedures

The Sale Procedures contemplate an auction process, pursuant to
which bids for each Pool will be subject to higher or better
offers.  Only qualified bidders, who timely submit qualified bids
may be eligible to participate in the Auction.

The Debtors seek to have the Auction scheduled for February 13,
2008, at 10:00 a.m., and the Sale hearing scheduled for Feb. 14,
at 11:00 a.m.

Not later than two business days after the Court approves the
Sale Procedures, the Debtors will serve copies of the Notice of
Auction and the Sale Procedures to all entities known to have
expressed a bona fide interest in the Non-Performing Loans and
other parties-in-interest, Mr. Patton informs the Court.  He says
that the Debtors will publish the Notice of Auction in the
national edition of The Wall Street Journal, and post a copy on
the Bloomberg newswire service, within five days after the Sale
Procedures' approval.

The Debtors propose to accept indicative bids and formal,
binding, unconditional, irrevocable bids.  The purpose of the
Indicative Bids will be to allow the Debtors, with the prior
written consent of BofA or JPMorgan and in consultation with the
Official Committee of Unsecured Creditors, to determine which of
the bidders submitting Indicative Bids should be entitled to
receive an Expense Reimbursement.  The Debtors set a 12:00 noon
on January 25, 2008 deadline to submit all Indicative Bids, and a
12:00 noon on February 11 deadline to submit all Bids.

                      Expense Reimbursement

The Debtors also seek authority to select not more than three
parties to be entitled to be paid the reasonable costs and
expenses in connection with their due diligence process in an
amount not to exceed $150 for each Non-Performing Loan in the
pool of assets for which each party has submitted a bid.  Up to
three Lead Bidders will be entitled to an Expense Reimbursement,
provided however, that the payment is contingent on the Lead
Bidder submitting a Qualified Bid, which must be in an amount
that is no less than the Qualified Indicative Bid or, if lower,
the Lead Bidder must provide reasonable justification for the
decrease between the Qualified Indicative Bid and the Qualified
Bid.  The Debtors, in their sole discretion, will determine
whether the decrease is reasonably justified.

The Expense Reimbursement will be payable only from the proceeds
received from the sale for which the Lead Bidder submitted the
Qualified Bid, and from no other source.

The Debtors, with the prior written consent of BofA or JPMorgan
and in consultation with the Creditors Committee, reserve the
right to seek Court approval of a stalking horse bidder and the
terms of a stalking horse bid.

                       About American Home

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

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


AMERICAN HOME: Court Extends Plan Filing Period Until March 3
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
American Home Mortgage Investment Corp. and its debtor-affiliates'
exclusive periods to:

   (a) file a plan through March 3, 2008; and

   (b) solicit and obtain acceptances of that plan through
       May 5, 2008.

As reported in the Troubled Company Reporter on Dec. 7, 2007,
James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, told the Court that since bankruptcy
filing, the Debtors have made progress in administering the
bankruptcy cases by, among other things, stabilizing their
business operations, eliminating administrative costs arising
from discontinued portions of the Debtors' business operations,
and commencing, conducting, and concluding a hotly contested sale
process for the Debtors' loan servicing business.

Mr. Patton stated that, among other things, the Debtors:

   -- sought and obtained the Court's authority to establish
      procedures to effectuate the sale of certain assets related
      to their mortgage origination business, including real
      property leases, equipment leases, and furniture, fixtures
      and equipment at the premises;

   -- filed requests seeking to reject about 800 unexpired leases
      of nonresidential real property and numerous executory
      contracts;

   -- have closed and fully vacated numerous locations, within
      the first 90 days of the cases and avoided significant
      additional administrative rent liability by vacating the
      various locations in a timely manner;

   -- engaged in negotiations and stipulations with Federal Home
      Loan Mortgage Corp. and the Government National Mortgage
      Association permitting the Debtors to continue to service
      certain mortgage loans for sufficient periods of time to
      effectuate the orderly transfer of the servicing of the
      loans for value; and

   -- sought and obtained the Court's permission to sell their
      Servicing Business to AH Mortgage Acquisition Co., Inc.

Mr. Patton related that as with other large and complex cases,
the initial 120-day exclusive period did not provide the Debtors
with an adequate opportunity to develop and negotiate a
Chapter 11 plan.  He added that the contested nature of nearly
every facet of these cases has prevented the Debtors and their
professionals from turning their attention to a Plan.  He pointed
out that the Debtors have been focused on stabilizing the their
business operations in the wake of the unprecedented upheaval in
the mortgage loan and mortgage-backed securities experienced
nationwide.

Additionally, Mr. Patton said, there are a variety of other tasks
that lie ahead of the Debtors before a meaningful Plan can be
proposed.  He disclosed that the Debtors still have numerous
assets
that must be marketed and sold, including the their federally
chartered thrift and bank, certain whole loans and construction
loans,
and certain other real estate holdings, like their corporate
headquarters in Melville, New York.

                       About American Home

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

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


AMERICAN TECH: Oct. 31 Balance Sheet Upside-Down by $1.2 Million
----------------------------------------------------------------
American Technologies Group Inc.'s consolidated balance sheet at
Oct. 31, 2007, showed $18.3 million in total assets and
$19.5 million in total liabilities, resulting in a $1.2 million
total stockholders' deficit.

At Oct. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $12.4 million in total current
assets available to pay $19.5 million in total current
liabilities.

The company reported a net loss of $766,339 on net sales of
$8.7 million for the first quarter ended Oct. 31, 2007, compared
with a net loss of $1.2 million on net sales of $7.6 million in
the same period in the previous fiscal year.

For the quarter ended Oct. 31, 2007, selling, general and
administrative expenses totaled approximately $904,000.  For the
quarter ended Oct. 31, 2006, selling, general and administrative
expenses were approximately $975,000.

Operating income increased to $153,342 during the three months
ended Oct. 31, 2007, versus operating income of $62,200 during the
same period in the previous fiscal year.

Interest expense decreased by $24,000 for the quarter ended
Oct. 31, 2007, to $325,000 when compared to the quarter ended
Oct. 31, 2006.  Financing expense was $588,000 and $976,000 for
the quarter ended Oct. 31, 2007, and 2006, respectively.  Included
in financing expenses was non-cash amortization related to notes
payable discount of $588,000 and $976,000 for the quarters ended
Oct. 31, 2007. and 2006, respectively.

                 Liquidity and Capital Resources

As of Oct. 31, 2007, the company had $460,000 in cash and
equivalents.

The company has utilized both its base of assets and its equity
securities to finance the acquisitions of North Texas and Whitco.
The North Texas acquisition transaction was highly leveraged.  The
company has indebtedness totaling in $10,806,000 payable in the
form of convertible term notes $2,500,000 of which are due and
payable on Dec. 31, 2007.

The company's current operations are insufficient to service its
existing debt and pay the administrative expenses incurred in
connection with being a public enterprise, including legal and
accounting services.

The company has negotiated various extensions with Laurus Master
Fund LTD, Gryphon Master Fund LP, and GSSF Master Fund LP to
extend the time it has to make payments under the $2,000,000 Term
B Note and the $500,000 in notes payable to GMF and GSSF, to waive
prior defaults, and extend the time for the effectiveness of the
SB-2 registration statement that the company is required to file.
The current extension the company obtained on Oct. 31, 2007, from
Laurus extends the payment date for the Term B note and the
effectiveness date of its registration statement to Dec. 31, 2007.
With respect to the indebtedness the company owes to to Gryphon
and GSSF, on Nov. 12, 2007, GMF and GSSS agreed to extend the
maturity dates of their convertible term notes from Sept. 30,
2007, to Dec. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?26a9

                       Going Concern Doubt

RBSM LLP, in New York, expressed substantial doubt about American
Technologies Group Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended July 31, 2007.  The auditing firm reported that the
the company has suffered recurring losses and is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

                   About American Technologies

Based in Fort Worth, Texas, American Technologies Group Inc.
(NASDAQ: ATEG) -- was prior to 2001, engaged in the development,
commercialization and sale of products and systems using patented
and proprietary technologies including catalyst technology and
water purification.  The company ceased operations during 2001 and
began focusing efforts on restructuring and refinancing.  In
September 2005, the company entered into various financing
transactions and acquired North Texas Steel Company Inc., an AISC
Certified structural steel fabrication company based in Fort
Worth, Texas.

On April 25, 2006, the company purchased certain assets of Whitco
Company LP, a business conducting the sale and distribution of
steel and aluminum lighting poles.  The Whitco assets are held in
a separate subsidiary called Whitco Poles Inc.


AMS HEALTH: Files Bankruptcy Petition Over McCarty Judgment
-----------------------------------------------------------
AMS Health Sciences Inc. has sought the protection of the U.S.
Bankruptcy Court for the Western District of Oklahoma by filing a
Chapter 11 petition for reorganization.  The filing, according to
AMS, was due to the verdict and subsequent judgment rendered
against the company in its November 2007 jury trial relating to a
2005 acquisition of Heartland Cup Inc.

                   Acquisition of Heartland Cup

In September 2005, AMS Manufacturing Inc., a wholly owned
subsidiary of the company, acquired approximately 83% of the
capital stock of Heartland Cup Inc., a manufacturer of Styrofoam
cups located in Allen, Oklahoma.  The acquisition was effected
through the purchase of shares from Truett McCarty, Heartland's
controlling stockholder, who received shares of the company's
common stock in consideration for the stock purchase.

Over the following 15 months, the company loaned approximately
$2,400,000, substantially all of its cash reserves, to Heartland
to support the newly acquired subsidiary's ongoing manufacturing
operations.

                       Suit Against McCarty

On Feb. 6, 2006, the company and AMS Manufacturing filed a lawsuit
against Mr. McCarty in the District Court of Oklahoma County,
Oklahoma.

The AMS entities alleged that Mr. McCarty defrauded them in the
sale of his stock in Heartland by failing to disclose the true
amount of Heartland's accounts payable as well as a long-term
liability of Heartland.  In addition, the AMS entities alleged
that this failure was a breach of the stock purchase agreement
signed by Mr. McCarty.

Mr. McCarty filed an answer denying the AMS entities' allegations
and alleging that he had been defrauded with regard to the value
of the AMS stock he received in exchange for his interest in
Heartland.  Additionally, Mr. McCarty alleged that the AMS
entities had breached the terms of the stock purchase agreement by
failing to take steps to remove Mr. McCarty as guarantor of
certain promissory notes, that the AMS entities had tortiously
interfered with a promissory note between Mr. McCarty and
Heartland and that the AMS entities had tortiously interfered with
an employment agreement between Mr. McCarty and Heartland.

Mr. McCarty also sought to reform the stock purchase agreement in
numerous respects, and to pierce the corporate veils of the
Company and AMS Manufacturing in order to hold them liable for any
breach by Heartland of the promissory note and employment
agreement between Heartland and Mr. McCarty.

                   Dismissal of AMS' Fraud Claim

On Nov. 1, 2007, after the court had dismissed the AMS entities'
fraud claim, the jury returned its verdict, which was later
reduced to a judgment signed by the court and filed on Dec. 17,
2007.  The jury denied the AMS entities' breach of contract claim
against Mr. McCarty, found in Mr. McCarty's favor on his claim
against the AMS entities for breach of the stock purchase
agreement and found that Mr. McCarty was entitled to $800,000
against the company on his breach of contract claim.  In addition,
the jury found that Heartland had breached the employment
agreement with Mr. McCarty and found that Mr. McCarty was entitled
to $368.  The jury also found that Heartland breached its
promissory note with Mr. McCarty and that Mr. McCarty was entitled
to $185,000.  The jury found that the corporate veils of the
Company and its subsidiaries should be pierced.

The court allowed the jury to consider a fraud claim by Mr.
McCarty against the AMS entities, even though the court had
previously granted summary judgment in the AMS entities' favor on
Mr. McCarty's fraud claim against them.  The jury found for Mr.
McCarty on the fraud claim, but did not award any additional
actual damages for the claim.  The jury returned a verdict in the
AMS entities' favor on Mr. McCarty's claim for tortious
interference and to reform the stock purchase agreement and, as
noted above, awarded Mr. McCarty no damages on his claim against
AMS for fraud.

                    AMS Contests Against Verdict

The company believes that certain legal errors rendered the
verdict and judgment improper.  The company has identified
approximately 19 substantive points of error that it believes
occurred in the trial and intends to pursue them in an appeal of
the judgment.

Since the company did not have the cash resources to satisfy the
judgment rendered against it or to post an appellate bond pending
the appeal of the judgment, every effort was made to settle and
compromise Mr. McCarty's claim.

                        Bankruptcy Filing

AMS states that Mr. McCarty was repeatedly advised of the
company's financial condition and that it would not be able to
satisfy or respond to any efforts to enforce the judgment.
Notwithstanding these repeated warnings and settlement efforts,
Mr. McCarty declined to withhold or defer his right, in the
absence of an appellate bond, to seek collection of the judgment.

As a result, the company said it has been forced to seek
bankruptcy protection.

The company believes the action is in the best interests of the
company and the direct selling network that markets AMS products.

Without the filing of the Chapter 11 petition, which operates to
stay all proceedings or attempts to enforce existing judgments,
AMS argues that Mr. McCarty could attempt to disrupt the day-to-
day operation of AMS by enforcing his judgment on the company's
assets.  The company's filing for the protection of the U.S.
Bankruptcy Court was supported by its secured lender, Laurus
Captial Management LLC.

                    About AMS Health Sciences

Oklahoma City-based AMS Health Sciences Inc. (OTC BB: AMSI) --
http://www.amsonline.com/-- sells more than 60 natural
nutritional supplements, weight management products, and natural
skincare products through independent distributors across the U.S.
and Canada.


AMS HEALTH: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: A.M.S. Health Sciences, Inc.
        711 Northeast 39th Street
        Oklahoma City, OK 73105

Bankruptcy Case No.: 07-14678

Type of Business: The Debtor's 60 products consist of dietary
                  supplements, weight management products, and
                  hair and skin care products-- all of which are
                  manufactured by third parties.  A network of
                  11,000 independent distributors sell the
                  products in Canada, Puerto Rico and the U.S.
                  Its products are sold under the Advantage,
                  A.M.S., Prime One, and ToppFast brands.  It also
                  markets and sells promotional material to its
                  distributors.  See http://www.amsonline.com/

Chapter 11 Petition Date: December 27, 2007

Court: Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: Shaun T. Riley, Esq.
                  Resides & Resides, P.L.L.C.
                  615 North Broadway, Suite 203
                  Oklahoma City, OK 73102-6201
                  Tel: (405) 605-6547
                  Fax: (405) 605-6577

Total Assets: $6,800,000

Total Debts:  $3,400,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Truett McCarty                 Judgment              $984,000
R.R. 1 Box 348
Allen, OK 74825

John Hail                      Supplemental          $303,296
3809 Coachman                  Retirement
Edmond, OK 73013

U.P.S. 7X3444                  Trade debt            $77,991
Lockbox 577
Carol Stream, IL 60132-0577

McAfee & Taft                  Trade debt            $74,761

Pouchtec Industries, L.L.C.    Trade debt            $53,479

Oklahoma County Treasurer      Tax                   $31,827

Vaughn Feather                 Trademark Dispute     $49,000
                               Settlement

Day Edwards Prosper &          Trade debt            $29,951
Christensen, P.C.

Nexgen Pharma, Inc.            Trade debt            $20,196

Royce & Janet Britt            Lawsuit Settlement    $16,000

Cole and Reed P.C.             Trade debt            $13,355

H.S.P.G. & Associates, P.C.    Trade debt            $10,355

Community Care H.M.O.          Trade debt            $9,080

eTech Solutions                Trade debt            $8,416

Naturtech                      Trade debt            $8,388

Maier & Co., Inc.              Trade debt            $6,595

The Oil Center                 Trade debt            $6,554

James Fields & Associates      Trade debt            $6,549

Connectship, Inc.              Trade debt            $6,290

Standley Systems               Trade debt            $4,115


ANDREW CORP: Completes $2.65BB Merger Deal with CommScope Inc.
--------------------------------------------------------------
Andrew Corporation has completed its acquisition agreement with
CommScope Inc.  The transaction was valued for approximately
$2.65 billion.  Andrew will become a wholly owned subsidiary of
CommScope.

"We are delighted with the closing of the Andrew transaction,
which marks a new chapter in the history of our company," said
Frank M. Drendel, chairman and chief executive officer of
CommScope.  "We believe this combination will further enhance
CommScope's position as a worldwide leader in 'last mile'
solutions."

"Combining our innovative technologies, premier brands and a top-
tier customer base, we expect to expand our global service model
and create an enhanced offering of communications infrastructure
solutions that addresses a broader spectrum of customer needs,"
Mr. Drendel added.  "With this acquisition, we are advancing
CommScope's stated global 'last mile' strategy while creating
important cost reduction and growth opportunities that we believe
will drive increased shareholder value."

"We look forward to working with Andrew's talented team to quickly
and smoothly integrate their operations into CommScope," Mr.
Drendel continued.  "As we continue to invest in the combined
business for profitable growth, the talented and dedicated
employees of both Andrew and CommScope will continue to play a
critical role in the success of the combined company.  CommScope
is a proven and successful integrator of strategic transactions
and we expect to begin realizing the benefits of this combination
immediately and enjoy them fully
over the next few years."

Andrew stockholders will receive, for each Andrew share, $13.50 in
cash and 0.031543 shares of CommScope common stock. This
fractional share of CommScope common stock was calculated
according to the terms of the merger agreement by dividing $1.50
by $47.554, which was the volume weighted average of the closing
sale prices for a share of CommScope common stock over the ten
consecutive trading days ending on Dec. 24, 2007.

                Financing and Interest Rate Swap

CommScope funded the transaction through a combination of senior
secured credit facilities and available cash on hand. The
$2.5 billion senior secured credit facilities consist of:

   -- a $1.35 billion seven-year senior secured term loan
      facility with an interest rate of London Interbank
      Offered Rate plus 250 basis points;
   -- a $750 million six-year senior secured term loan facility
      with an initial interest rate of LIBOR plus 225 basis
      points; and
   -- a $400 million six-year senior secured revolving credit
      facility with an initial interest rate of LIBOR plus 225
      basis points.

These debt commitments provide for a weighted average initial,
variable interest rate of LIBOR plus approximately 241 basis
points on the senior secured term loans.  At closing, no funds had
been borrowed from the revolving credit facility.

CommScope also has entered into an interest rate swap in order to
fix the LIBOR interest rate for an initial $1.5 billion of the
overall credit facility.  Through this swap CommScope fixed these
amounts at a LIBOR rate of 4.07750%:

   -- $1.5 billion from Dec. 27, 2007 through Dec. 31, 2008;
   -- $1.3 billion from Jan. 1, 2009 through Dec. 31, 2009;
   -- $1.0 billion from Jan. 2, 2010 through Dec. 31, 2010; and
   -- $400 million from Jan. 1, 2011 through Dec. 31, 2011.

Banc of America Securities LLC acted as financial advisor to
CommScope in connection with this acquisition and Duff & Phelps
LLC provided a fairness opinion to CommScope.

Fried, Frank, Harris, Shriver & Jacobson LLP, Baker & McKenzie LLP
and Robinson, Bradshaw & Hinson, P.A. acted as CommScope's outside
legal counsel.

Citi acted as the primary financial advisor to Andrew, and Merrill
Lynch provided a fairness opinion.  Mayer Brown LLP acted as
Andrew's primary outside legal counsel.

Banc of America Securities LLC and Wachovia Capital Markets, LLC
acted as Joint Lead Arrangers and Joint Bookrunners in connection
with the credit facilities.

                       About CommScope Inc.

Based in Hickory, North Carolina, CommScope Inc. (NYSE:CTV) --
http://www.commscope.com/-- is into infrastructure solutions for
communication networks.  CommScope's structured cabling systems
for business enterprise applications includes SYSTIMAX(R)
Solutions(TM) and Uniprise(R) Solutions brands.
It is also the manufacturer of coaxial cable for hybrid fiber
coaxial applications.

                    About Andrew Corporation

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ:ANDW) -- http://www.andrew.com/-- designs, manufactures
and delivers innovative and essential equipment and solutions for
the communications infrastructure market.  Founded in 1937, the
company serves operators and original equipment manufacturers from
facilities in 35 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
CommScope Inc. and Andrew Corp. and removed them from CreditWatch,
where they were placed on June 27, 2007, with negative
implications.  S&P also affirmed the 'BB-' corporate credit and
'B' subordinated debt ratings for both companies.  The outlook is
stable.


APIDOS CDO: Cash Flow Diminution Cues Moody's to Put Ba2 Rating
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Apidos CDO VI:

   (1)Aaa to the $181,500,000 Class A-1 Floating Rate Notes
      due 2019;

   (2)Aa2 to the $6,000,000 Class A-2 Floating Rate Notes
      due 2019;

   (3)A2 to the $13,000,000 Class B Deferrable Floating Rate
      Notes due 2019;

   (4)Baa2 to the $8,000,000 Class C Floating Rate Notes due
      2019; and

   (5)Ba2 to the $9,500,000 Class D Floating Rate Notes due 2019.

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 leveraged loans due to
defaults, the transaction's legal structure and the
characteristics of the underlying assets.

Apidos Capital Management LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


BANCO GMAC: Moody's Lowers Bank Financial Strength Rating to D-
---------------------------------------------------------------
Moody's Investors Service downgraded Banco GMAC S.A.'s bank
financial strength rating to D- from D, as well as its global
long-term local and foreign currency deposit ratings to Ba3 from
Ba2.  Moody's also downgraded the long-term national scale deposit
rating of Banco GMAC to A2.br from Aa3.br.  The negative outlook
on the global deposit ratings of GMAC Brazil remained unchanged,
and the outlook on the national scale ratings changed to negative
from stable.  The short-term national scale rating remains
unchanged at BR-1.

The actions follow Moody's downgrade of General Motors Acceptance
Corporation, LLC long-term senior unsecured debt rating to Ba3
from Ba2, announced on Dec. 21, 2007.

Moody's recognizes that the Brazilian operation of Banco GMAC is
performing well on the back of positive macro conditions and
resilient credit growth in Brazil, both reflected in the bank's
adequate financial metrics and robust loan expansion.  However,
the rating agency noted, the current stress at GMAC LLC's level
exposes the Brazilian subsidiary to uncertainties regarding the
confidence sensitivity of its funding, as well as its capital
adequacy going forward.

Moody's recognizes Banco GMAC's significant business and strategic
integration with its parent company as well as the effects that a
lower-rated parent could have on Banco GMAC's predominantly
wholesale funding base.  Higher funding costs could hurt
profitability and affect the bank's business strategy in the
highly competitive car-financing segment in which it operates.

Moreover, the bank's sound capital levels could be diminished
draining forces from the bank's growth opportunities, if it were
to be required to upstream dividends or repatriate capital to its
parent company.  Moody's acknowledges that Banco GMAC has a track
record of adequate capital preservation, achieved through a
conservative earnings retention policy throughout the years, and
consistently superior asset quality relative to peers'.  However,
the current capital pressure at the GMAC LLC level may result in
changes in this policy, with negative effects on the Brazilian
subsidiary.

Banco GMAC is headquartered in Sao Paulo, Brazil.  As of September
2007, Banco GMAC reported total assets of R$5.47billion and equity
of R$818.28 million.

These ratings for Banco GMAC S.A. were downgraded:

  -- Bank financial strength rating - to D- from D, negative
     outlook;

  -- Global long-term local currency deposit ratings - to Ba3
     from Ba2, negative outlook;

  -- Long-term foreign currency deposit ratings - to Ba3 from
     Ba2, negative outlook;

  -- Brazil long-term national scale deposit ratings - to A2.br
     from Aa3.br; negative outlook.


BARNHILL'S BUFFET: Gets Final OK to Use Wells Fargo's DIP Fund
--------------------------------------------------------------
The Hon. George C. Paine II of the U.S. Bankruptcy Court for the
Middle District of Tennessee gave Barnhill's Buffet Inc. final
authority to access Wells Fargo Bank NA's debtor-in-possession
financing and cash collateral.

Specifically, the Court authorized the Debtor to obtain secured
postpetition financing consisting of a revolving credit loan up to
an aggregate principal amount not to exceed $1,250,000 from Wells
Fargo and to use the cash collateral securing the Debtor's
prepetition obligations to the bank.

The Debtor's rights granted under the DIP loan agreement to borrow
money and to use cash collateral will expire on the earlier of:
(a) an event of default or (b) Jan. 23, 2008, unless the right to
use is extended by the Court.

                   Wells Fargo Credit Agreement

Adequate protection will be provided to Wells Fargo as secured
lender to a credit agreement dated as of Feb. 11, 2005, and as
amended on Sept. 21, 2005.  The credit agreement was entered into
by the Debtor, Dynamic Acquisition Group LLC (parent company), and
Wells Fargo (administrative agent and secured lender).

The Debtor and its parent company jointly owe Wells Fargo an
aggregate amount of $23,256,526, plus interest accrued and
accruing costs under the credit agreement.

The final order allowing the Debtor access to Wells Fargo's
postpetition fund overruled SCS General Contractor Inc.'s
objection to the Debtor's motion to borrow from Wells Fargo and
the Court's interim order on that motion.

James R. Kelley, Esq., and Marc T. McNamee, Esq., at Neal &
Harwell, PLC represent Wells Fargo.

                     About Barnhill's Buffet

Madison, Tennessee-based Barnhill's Buffet Inc., aka Barnhill's
Buffet of Tennessee Inc., -- http://www.barnhills.com/-- operates
a chain of restaurants, a total of 29 stores located in six
states.  Its parent company is Dynamic Acquisition Group LLC.

It filed for chapter 11 bankruptcy on Dec. 3, 2007 (Bankr. M.D.
Tenn. Case No. 07-08948) after it continued to suffer operating
losses.  William Caldwell Hancock, Esq., at The Hancock Law Firm
represents the Debtor in its restructuring efforts.  Attorneys at
MGLAW PLLC represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for bankruptcy, it listed assets
and debts between $1 million and $50 million.


BARNHILL'S BUFFET: Wants Court Approval to Auction Restaurants
--------------------------------------------------------------
Barnhill's Buffet Inc. asked the Hon. George C. Paine II of the
U.S. Bankruptcy Court for the Middle District of Tennessee for
authority to sell its property and assume and assign unexpired
leases and executory contracts.

The Debtor told the Court that its operating restaurant assets
should be sold on an expedited basis to a successful overbidder
due its continuing operating losses, substantial capital
expenditures required to fund its business plan, and lack of
internal resources from which to fund its cash requirements.

According to the Debtor, it has ongoing discussions with Star
Buffet Management Inc. regarding a proposed sale of 21 restaurants
and related assets, leases and contracts.

Under an asset purchase agreement with Star, the Debtor will sell
its 21 restaurants in exchange for cash consideration of
$7,500,000 and the assumption of specified liabilities.  The
restaurants will be sold as a group.

The Debtor's remaining 8 restaurants not to be sold to Star will
be sold at a "one, some or all" auction to be conducted concurrent
with, but independent of, the auction sale of the 21 restaurants.

Creditors, including Old South Properties Inc., H.M. Nowlin dba
Nowlin Rentals, and Jacksonville Family Center LLC, have filed
separate objections to the Debtor's motion to sell its property
under Section 363(b) of the Bankruptcy Code.

The Court has set a hearing for Jan. 11, 2008, at 9:00 a.m. to
consider the Debtor's request.

                     About Barnhill's Buffet

Madison, Tennessee-based Barnhill's Buffet Inc., aka Barnhill's
Buffet of Tennessee Inc., -- http://www.barnhills.com/-- operates
a chain of restaurants, a total of 29 stores located in six
states.  Its parent company is Dynamic Acquisition Group LLC.

It filed for chapter 11 bankruptcy on Dec. 3, 2007 (Bankr. M.D.
Tenn. Case No. 07-08948) after it continued to suffer operating
losses.  William Caldwell Hancock, Esq., at The Hancock Law Firm
represents the Debtor in its restructuring efforts.  Attorneys at
MGLAW PLLC represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for bankruptcy, it listed assets
and debts between $1 million and $50 million.


BEAR STEARNS: Moody's Junks Rating on Class M-8B Certs. from Ba2
----------------------------------------------------------------
Moody's Investors Service has upgraded 17 certificates, downgraded
31 certificates and confirmed ratings of 5 certificates issued in
2004 and backed by Fremont originated subprime loans.  The actions
are based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.

All deals have very low pool factors and have stepped down.
Seventeen classes of certificates are upgraded due to the fast pay
down of the pool which led to strong build-up in credit
enhancement for the most senior tranches that are still
outstanding in the transactions.  And the projected pipeline
losses are not expected to significantly affect the credit support
for these certificates.  On the other hand, 31 classes of
certificates are downgraded because the redcution in
overcollateralization due to stepdown and higher loss severity at
the tail end of the deals' life have made the bottom tranches more
vulnerable to further pool deterioration.

The complete rating actions are:

                           Upgrade
Issuer:

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-M1, Upgraded to Aa1 from Aa2;

  -- Fremont Home Loan Trust 2004-1, Class M-1, Upgraded to Aaa
     from Aa1;

  -- Fremont Home Loan Trust 2004-1, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-1, Class M-3, Upgraded to Aa2
     from Aa3;

  -- Fremont Home Loan Trust 2004-1, Class M-4, Upgraded to Aa3
     from A1;

  -- Fremont Home Loan Trust 2004-1, Class M-5, Upgraded to A1
     from A2;

  -- Fremont Home Loan Trust 2004-2, Class M-1, Upgraded to Aa
     from Aa1;

  -- Fremont Home Loan Trust 2004-2, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-B, Class M-1, Upgraded to Aaa
     from Aa1;

  -- Fremont Home Loan Trust 2004-B, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-C, Class M-1, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-C, Class M-2, Upgraded to Aa2
     from Aa3;

  -- GSAMP Trust 2004-FM1, Class M-1, Upgraded to Aaa from Aa2;

  -- GSAMP Trust 2004-FM1, Class M-2, Upgraded to Aa2 from A2;

  -- GSAMP Trust 2004-FM2, Class M-1, Upgraded to Aa1 from Aa2;

  -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1,
     Class 2004-FM1-M2, Upgraded to Aa2 from A2;

  -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1,
     Class 2004-FM1-M3, Upgraded to Aa3 from A3.

                           Downgrade

Issuer:

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-M5, Downgraded to B1 from Baa2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-M6, Downgraded to Ca from Baa3;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-B1A, Downgraded to C from Ba2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-B1B, Downgraded to C from Ba2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-M6, Downgraded to Ba1 from Baa3;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-B, Downgraded to Caa2 from Ba2;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-6, Downgraded to Ba1 from Baa2;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-7, Downgraded to B2 from Baa3;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-8B, Downgraded to Caa2 from Ba2;

  -- Bear Stearns Asset Securities I Trust 2004-FR2, Class M-
     8B, Downgraded to B3 from Ba2;

  -- Fremont Home Loan Trust 2004-2, Class M-9, Downgraded to
     Ba2 from Baa3;

  -- Fremont Home Loan Trust 2004-2, Class B-1, Downgraded to
     Ca from Ba1;

  -- Fremont Home Loan Trust 2004-4, Class M-6, Downgraded to
     Baa1 from A3;

  -- Fremont Home Loan Trust 2004-4, Class M-7, Downgraded to
     Baa3 from Baa1;

  -- Fremont Home Loan Trust 2004-4, Class M-8, Downgraded to
     Ba2 from Baa2;

  -- Fremont Home Loan Trust 2004-4, Class M-9, Downgraded to
     B3 from Baa3;

  -- Fremont Home Loan Trust 2004-4, Class M-10, Downgraded to
     Ca from Ba1;

  -- Fremont Home Loan Trust 2004-4, Class B, Downgraded to C
     from Ba2;

  -- Fremont Home Loan Trust 2004-A, Class B-3, Downgraded to
     Ba1 from Baa3;

  -- Fremont Home Loan Trust 2004-B, Class M-9, Downgraded to
     Ba2 from Baa3;

  -- Fremont Home Loan Trust 2004-D, Class M-6, Downgraded to
     Baa1 from A3;

  -- Fremont Home Loan Trust 2004-D, Class M-7, Downgraded to
     Baa3 from Baa1;

  -- Fremont Home Loan Trust 2004-D, Class M-8, Downgraded to
     Ba2 from Baa2;

  -- Fremont Home Loan Trust 2004-D, Class M-9, Downgraded to
      B1 from Baa3;

  -- Fremont Home Loan Trust 2004-D, Class M-10, Downgraded to
     Caa3 from Ba2;

  -- GSAMP Trust 2004-FM2, Class B-2, Downgraded to Ba1 from
     Baa2;

  -- GSAMP Trust 2004-FM2, Class B-3, Downgraded to Ba3 from
     Baa3;

  -- GSAMP Trust 2004-FM2, Class B-4, Downgraded to B1 from
     Ba1;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-8,
     Downgraded to Baa3 from Baa2;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-9,
     Downgraded to Ba2 from Baa3;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-10,
     Downgraded to Caa2 from Ba1.

                            Confirm

Issuer:

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-8A, current rating Ba2, Confirmed;

  -- Credit Suisse First Boston Mortgage Securities Corp.
     Series 2004-FRE1, Class B-2, current rating Baa2,
     Confirmed;

  -- Credit Suisse First Boston Mortgage Securities Corp.
     Series 2004-FRE1, Class B-3, current rating Baa3,
     Confirmed;

  -- Fremont Home Loan Trust 2004-2, Class M-3, current rating
     Aa3, Confirmed;

  -- Fremont Home Loan Trust 2004-2, Class M-4, current rating
     A1, Confirmed.


BELLEMONT VICTORIA: Moody's Holds Ba2 Rating on Subordinate Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 rating for Louisiana
Local Government Environmental Facility and Community Development
Authority Multifamily Housing Revenue bonds (Park East / Bellemont
Victoria / Bellemont Victoria II Apartments) Senior Series 2002A.
The Ba2 rating for Subordinate Series 2002C bonds has also been
affirmed.  The taxable Series 2002B bonds are no longer
outstanding.  The stable rating outlook reflects strong occupancy
at the project and projected stable rental market in Baton Rouge
in the near term.

Legal Security: Special obligation of issuer.  The bonds are
secured by rental revenues derived from the operations of three
multifamily properties in Baton Rouge.  The Park East project was
built in 1972 and consists of 188 units in 25 two-story buildings.
Bellemont Victoria is a 195 unit project of 4 two-story buildings
and the Bellemont Victoria II facility is made up of 27 buildings
with 198 units.  Both were built in 1972-3.   Other pledged
assets, including investment income and reserve funds, provide
further security for bondholders.

                           Strengths

* Actual physical vacancy is very low at all three properties,
  although the Park East property did experience some higher
  economic vacancy in 2007 due to rental increases that have
  not been fully absorbed.  Management expects, however, that
  all new leases will be signed at the higher rate in 2008.
  Management is currently signing 6 and 12 month leases only.

* Moody's has consulted various sources, such as the 2006
  Louisiana Health and Population Survey and reports published
  by the Louisiana Family Recovery Corps., to estimate
  continued impact of displaced residents from New Orleans on
  the Baton Rouge housing market.  Moody's has also spoken with
  the property management company, which is responsible for
  management of several multifamily projects in the area.
  Moody's believes, per these resources, that there is enough
  evidence of under-supply in the Baton Rouge sub-market to
  support strong demand for affordable housing in the near
  term.

* Rental revenue has grown by approximately 5% between audited
  2006 financials and unaudited 2007 operating statements.

* Very high reserves

                          Challenges

* Housing market data for the Baton Rouge area is not widely
  available, and although Moody's expects demand to be strong
  in the near term, it is difficult to assess longer term
  market trends.  Further, the older build dates of these
  projects may make them more susceptible to any multifamily
  demand downturn.

* Despite improvement in revenues, debt service coverage has
  not seen great improvement over the past year, mainly due to
  continued increases in expenses that exceed revenue gains.
  If vacancy were to increase even slightly, any coverage
  improvements would be absorbed quickly due to the properties'
  consistent expense growth.  Between 2005 and Moody's
  unaudited 2007 data, expenses have risen 11%, while revenues
  have increased only 5%.

                           Outlook

The stable outlook reflects Moody's anticipation of continued
strong affordable housing demand in the near term.

              What Could Change the Rating - Up
Several reporting periods that show consistent revenue growth and
continued strong occupancy.

             What Could Change the Rating - Down

Erosion of the debt service coverage ratio; Increased vacancy that
leads to a reversal of revenue growth trend.


BENTON BANKING: Shareholders Claim Stock is "Worthless"
-------------------------------------------------------
Benton Banking Company's shareholders found Thursday that the
bank's stock is "worthless" when news broke that an officer had
been issuing false loans of around $18 million, Seth Seymour
writes for News Channel 9.

Shareholders said Benton is "cheating" them after a meeting held
Thursday in which they were informed that their millions of
dollars worth of investment were lost, News Channel 9 relates.

Prior to Thursday's news, Jimmy Goddard, former Benton president,
was reported missing after issuing false loans in small
increments; he was later seen in North Carolina, News Channel 9
reveals.

Steve Morgan, investor, told News Channel 9 he is "greatly
disappointed" after losing about $100,000 while some equity
holders lost as much as $2 million.

Several investors have already obtained legal counsels, the report
adds.

At Thursday's meeting, shareholders found that Benton has total
assets of $11 million and a deficit of about $6 million, News
Channel 9 says.

The bank's stock used to trade at $91 per share but is now worth
"very little," News Channel 9 reports, citing Casey Stokes, Esq.,
Cleveland counsel.

The FBI is currently investigating the matter but refuses to
disclose specifics, News Channel 9 adds.

Benton Banking Company -- http://www.bentonbankingcompany.com/--
was established in Benton, Tennessee in 1906.  Its company wide
philosophy is that of quality customer service.  It upholds its
motto: "Customers are our primary reason for existence, and
serving them is our principal focus."  Through its Bentong Banking
Mortgage Company, it provides full service home financing
solutions.  It also offers free online banking services.


BENTON BANKING: First Volunteer Buys Shares for $18 Million
-----------------------------------------------------------
Benton Banking Company equity holders elected Friday last week to
sell the company to First Volunteer Bank for $18 million in order
to recover as much money possible following news of lost
investments, Mark Bruce writes for Eyewitness News.

Despite the sale, Joe Waters, Benton Vice President, assures
clients that their money and accounts "are fine", Eyewitness
relates.  Mr. Waters adds that Benton will continue to serve its
clients the "same way" as it did over a hundred years ago,
Eyewitness says.

On the other hand, First Volunteer president told Eyewitness that
he will help Benton investors get their money back.

Benton Banking Company -- http://www.bentonbankingcompany.com/--
was established in Benton, Tennessee in 1906.  Its company wide
philosophy is that of quality customer service.  It upholds its
motto: "Customers are our primary reason for existence, and
serving them is our principal focus."  Through its Bentong Banking
Mortgage Company, it provides full service home financing
solutions.  It also offers free online banking services.


BLUEGRASS ABS: Poor Credit Quality Cues Moody's Ratings Review
--------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade these notes issued by Bluegrass ABS CDO II Ltd.:

Class description: $52,800,000 Class A-2 Floating Rate Notes due
April 2039

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

Class description: $10,000,000 Type II Composite Notes due April
2039

  -- 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: $15,000,000 Class C-1 Floating Rate Notes due
April 2039

  -- Prior Rating: Baa2
  -- Current Rating: Ba3, on review for possible downgrade

Class description: $7,400,000 Class C-2 Floating Rate Notes due
April 2039

  -- Prior Rating: Baa2
  -- Current Rating: Ba3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which has exposure to residential
mortgage-backed securities and collateralized debt obligation
securities.


CABIN CREEK: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Cabin Creek Properties, L.L.C.
        14241 Northeast Woodinville-Duvall Road
        Woodinville, Wa 98072
        Tel: (425) 637-3010

Bankruptcy Case No.: 07-04201

Chapter 11 Petition Date: December 27, 2007

Court: Eastern District of Washington (Spokane/Yakima)

Debtor's Counsel: Jesse Valdez, Esq.
                  Ruthford Valdez, P.L.L.C.
                  800 Bellevue Way Northeast, Suite 400
                  Bellevue, WA 98004
                  Tel: (425) 637-3010
                  Fax: (425) 462-6371

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


CENVEO INC: Inks All Cash Acquisition Deal with Rex Corporation
---------------------------------------------------------------
Cenveo Inc. has signed a definitive agreement to acquire Rex
Corporation, in an all-cash transaction.  The transaction is
expected to be completed in the first quarter of 2008 and to be
accretive to earnings in 2008.

The transaction is expected to be funded using the company's
revolver.  Closing of the transaction is also subject to other
conditions, which were not disclosed.

"The addition of Rex will strengthen our position in the specialty
packaging marketplace," Robert G. Burton, Sr., chairman and chief
executive officer of Cenveo Inc., stated. Rex's reputation as an
outstanding manufacturer of high-quality packaging will enhance
our existing global packaging network and will provide for sizable
synergy opportunities as we integrate our operations.  I look
forward to working with Chipper and his team as we work toward a
swift completion of this transaction."

"As an innovative and lean enterprise in the folding carton
industry, the combination of Rex with Cenveo and Cadmus Whitehall
is a natural progression for our people and our customers," Y.E.
"Chipper" Hall, president of Rex stated. "Cenveo and Rex share
many common goals and workflows, which will offer our customers an
unmatched value to support the growth of their businesses in the
future, both domestically and globally.  We look forward to
working with the Cenveo and Cadmus Whitehall team to provide these
increased benefits to our customers and our people."

                      About Rex Corporation

Located in Jacksonville, Florida, Rex Corporation is an
independent manufacturer of premium and high-quality packaging
solutions with over 35 years' industry experience.
Rex,  is provides "single source" packaging solution, with design,
production, and distribution all handled from one location.  Rex
has 170 employees offer services in pharmaceutical, healthcare,
cosmetics, personal care, food & beverage and apparel markets.

                        About Cenveo Inc.

Headquartered in Stamford, Connecticut, Cenveo Inc. (NYSE: CVO) --
http://www.cenveo.com/-- provides its customers with low-cost
solutions within its core businesses of commercial printing and
packaging, envelope, form, and label manufacturing, and publisher
services; offering one-stop services from design through
fulfillment.  With 10,000 employees worldwide, Cenveo delivers
everyday for its customers through a network of production,
fulfillment, content management, and distribution facilities.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services raised its ratings on Cenveo
Inc.  The corporate credit rating was raised to 'BB-' from 'B+'.
The rating outlook is stable.


CENVEO INC: Elects Gerald S. Armstrong to Board of Directors
------------------------------------------------------------
Cenveo Inc. appointed Gerald S. Armstrong to the company's board
of directors effective December 31.  Mr. Armstrong is presently an
executive vice president of EarthWater Global LLC, an exploration
company.  Mr. Armstrong is also a managing director of Arena
Capital Partners LLC, a private investment firm.

Mr. Armstrong served as president and chief operating officer of
PACE Industries Inc., a holding company formed at the end of 1983
to effect the purchase, through a $1.7 billion leveraged buyout
arranged by KKR with Merrill Lynch Capital Partners, of the
manufacturing and printing assets of City Investing Company,
including Rheem Manufacturing Co., World Color Press, Inc., UARCO,
Inc. and Hayes International, Inc.

The company also disclosed that effective December 31, Robert
Kittel is no longer a director of the company due to increasing
demands on his time and the expanded role he has assumed at
Goodwood Inc.

"I am extremely pleased to disclose the appointment of Jerry
Armstrong as a director of the company," Robert G. Burton, Sr.,
chairman and chief executive officer of Cenveo Inc. stated.  "I
have known him since 1991 and couldn't think of a better fit. He
brings with him great experience in the printing sector with close
to 25 years of knowledge and hands-on experience, including
working with me at World Color during the turnaround efforts at
that company.  Jerry will bring an important industry perspective
to the board, and I want to personally welcome him to the team.

Commenting on Mr. Kittel's resignation, Mr. Burton said,  "Rob
played a pivotal role in helping our team assume leadership and
control of Cenveo as well as in bringing strong financial acumen
to the board.  Rob informed me that he wanted to spend 100% of his
time focusing on his full time job at Goodwood Inc., which has
grown substantially since our arrival at Cenveo, and I support his
decision.  On behalf of the entire Board, I want to thank Rob for
his hard work, and look forward to continuing to work with him and
the Goodwood team as they remain a large shareholder."

                        About Cenveo Inc.

Headquartered in Stamford, Connecticut, Cenveo Inc. (NYSE: CVO) --
http://www.cenveo.com/-- provides its customers with low-cost
solutions within its core businesses of commercial printing and
packaging, envelope, form, and label manufacturing, and publisher
services; offering one-stop services from design through
fulfillment.  With 10,000 employees worldwide, Cenveo delivers
everyday for its customers through a network of production,
fulfillment, content management, and distribution facilities.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services raised its ratings on Cenveo
Inc.  The corporate credit rating was raised to 'BB-' from 'B+'.
The rating outlook is stable.


COMMSCOPE INC: Completes $2.65BB Buyout Deal with Andrew Corp.
--------------------------------------------------------------
CommScope Inc. has completed its acquisition of Andrew Corporation
for a total purchase price of approximately $2.65 billion.  Andrew
will become a wholly owned subsidiary of CommScope.

"We are delighted with the closing of the Andrew transaction,
which marks a new chapter in the history of our company," said
Frank M. Drendel, chairman and chief executive officer of
CommScope.  "We believe this combination will further enhance
CommScope's position as a worldwide leader in 'last mile'
solutions."

"Combining our innovative technologies, premier brands and a top-
tier customer base, we expect to expand our global service model
and create an enhanced offering of communications infrastructure
solutions that addresses a broader spectrum of customer needs,"
Mr. Drendel added.  "With this acquisition, we are advancing
CommScope's stated global 'last mile' strategy while creating
important cost reduction and growth opportunities that we believe
will drive increased shareholder value."

"We look forward to working with Andrew's talented team to quickly
and smoothly integrate their operations into CommScope," Mr.
Drendel continued.  "As we continue to invest in the combined
business for profitable growth, the talented and dedicated
employees of both Andrew and CommScope will continue to play a
critical role in the success of the combined company.  CommScope
is a proven and successful integrator of strategic transactions
and we expect to begin realizing the benefits of this combination
immediately and enjoy them fully over the next few years."

Andrew stockholders will receive, for each Andrew share, $13.50 in
cash and 0.031543 shares of CommScope common stock.  This
fractional share of CommScope common stock was calculated
according to the terms of the merger agreement by dividing $1.50
by $47.554, which was the volume weighted average of the closing
sale prices for a share of CommScope common stock over the ten
consecutive trading days ending on Dec. 24, 2007.

                Financing and Interest Rate Swap

CommScope funded the transaction through a combination of senior
secured credit facilities and available cash on hand. The
$2.5 billion senior secured credit facilities consist of:

   -- a $1.35 billion seven-year senior secured term loan
      facility with an interest rate of London Interbank
      Offered Rate plus 250 basis points;
   -- a $750 million six-year senior secured term loan facility
      with an initial interest rate of LIBOR plus 225 basis
      points; and
   -- a $400 million six-year senior secured revolving credit
      facility with an initial interest rate of LIBOR plus 225
      basis points.

These debt commitments provide for a weighted average initial,
variable interest rate of LIBOR plus approximately 241 basis
points on the senior secured term loans.  At closing, no funds had
been borrowed from the revolving credit facility.

CommScope also has entered into an interest rate swap in order to
fix the LIBOR interest rate for an initial $1.5 billion of the
overall credit facility.  Through this swap CommScope fixed these
amounts at a LIBOR rate of 4.07750%:

   -- $1.5 billion from Dec. 27, 2007 through Dec. 31, 2008;
   -- $1.3 billion from Jan. 1, 2009 through Dec. 31, 2009;
   -- $1.0 billion from Jan. 2, 2010 through Dec. 31, 2010; and
   -- $400 million from Jan. 1, 2011 through Dec. 31, 2011.

Banc of America Securities LLC acted as financial advisor to
CommScope in connection with this acquisition and Duff & Phelps
LLC provided a fairness opinion to CommScope.

Fried, Frank, Harris, Shriver & Jacobson LLP, Baker & McKenzie LLP
and Robinson, Bradshaw & Hinson, P.A. acted as CommScope's outside
legal counsel.

Citi acted as the primary financial advisor to Andrew, and Merrill
Lynch provided a fairness opinion.  Mayer Brown LLP acted as
Andrew's primary outside legal counsel.

Banc of America Securities LLC and Wachovia Capital Markets, LLC
acted as Joint Lead Arrangers and Joint Bookrunners in connection
with the credit facilities.

                   About Andrew Corporation

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ:ANDW) -- http://www.andrew.com/-- designs, manufactures
and delivers innovative and essential equipment and solutions for
the communications infrastructure market.  Founded in 1937, the
company serves operators and original equipment manufacturers from
facilities in 35 countries.

                     About CommScope Inc.

Based in Hickory, North Carolina, CommScope Inc. (NYSE:CTV) --
http://www.commscope.com/-- is into infrastructure solutions for
communication networks.  CommScope's structured cabling systems
for business enterprise applications includes SYSTIMAX(R)
Solutions(TM) and Uniprise(R) Solutions brands.
It is also the manufacturer of coaxial cable for hybrid fiber
coaxial applications.

                        *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
CommScope Inc. and Andrew Corp. and removed them from CreditWatch,
where they were placed on June 27, 2007, with negative
implications.  S&P also affirmed the 'BB-' corporate credit and
'B' subordinated debt ratings for both companies.  The outlook is
stable.


COMMUNITY GENERAL: Moody's Holds Ba3 Rating on $8.5 Mil. Bonds
--------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating on
$8.5 million of bonds issued by Community-General Hospital of
Greater Syracuse through the Onondaga County Industrial
Development Authority.  The outlook revision to stable from
negative reflects Moody's expectation that operating performance
will improve and liquidity will stabilize in fiscal year 2008.

Legal Security: Bonds are secured by a pledge of gross receipts of
the hospital.

Interest Rate Derivatives: None

                          Strengths

* Modest amount of absolute debt ($12.8 million, of which
  $8.6 million rated) and good cash-to-debt coverage of 99.5%
  despite a decline in liquidity due to pay down of the Series
  1993A debt;

* Pursuing NY Berger Commission recommendation to close its 50-
  bed Skilled Nursing Facility and will receive a grant
  under the HEAL NY Program to convert the vacated SNF space
  into an acute care unit of private medical/ surgical rooms.
  The Commission's recommendations affected licensed long term
  care beds of CGH and the neighboring Van Duyn nursing home
  but did not change CGH's licensed acute care bed capacity;

* Inpatient volumes relatively flat through nine months of
  fiscal year 2007 over the same period in FY 2006, but total
  surgeries are up 5.4% mainly driven by growth of the
  orthopedic service line;

* Growing orthopedic service line that is starting to create
  leverage with vendors for improved rates;

* Relatively large medical staff of 330 physicians, primarily
  private attendings.

                         Challenges

* Unrestricted cash balances declined by $4.9 million to a low
  $12.7 million (39.3 days cash on hand) through ten months of
  FY 2007 due to a required $8.6 million pension plan
  contribution;

* Continued decline in operating cash flow through ten months
  of FY 2007 over the same period last year (20% decline);
  possible financial covenant violations by year-end 2007;

* Competitive four-hospital market where CGH represents the
  smallest provider with a 14% market share;

* Weak demographics in greater Syracuse market, characterized
  by population declines, high unemployment and low wealth
  indices.  Difficulty in recruiting nurses particularly in the
  emergency and operating rooms, which is reflected in higher
  than optimal use of agency personnel and growth in expenses;

* History of weak operating performance with large operating
  losses recorded in FY 2006 and YTD 2007.

                 Recent Developments/Results

Since Moody's last report, CGH has made progress on its campus
master plan.  The Berger Commission did not recommend that CGH
merge or take over the Van Duyn nursing home, the County's
financially troubled 526-bed nursing home, which shares a common
campus with CGH and will continue to hold separate licenses and
operate independently.  Instead, a CGH dominated planning company
will be created that will coordinate the creation of a master
facility plan for the campus and help develop operational
synergies.

In addition, CGH will be closing its 50-bed Skilled Nursing
Facility, which is expected to be completed by the middle of
January 2008.  CGH will receive an award under the Health Care
Efficiency and Affordability Law for New Yorkers Grant Program up
to $12.8 million from the County to cover CGH and County costs
associated with the Commission recommendations, including up to:
$2.2 million for organizational costs and planning activities;
$1.1 million for costs associated with the closure of the CGH 50
bed SNF; $2 million for the Van Duyn redesign and retrofit
project; $6.0 million to convert the vacated CGH SNF space into an
acute care unit of private medical/surgical rooms; and $1.6
million for other potential unit renovations at CGH.  Planning for
construction is expected to start in January 2008 and be completed
in three years.

Operating performance in FY 2007 was relatively consistent
compared to FY 2006 which recorded a large operating loss after
generating break-even performance for the prior three years.
Through the first ten months of 2007, CGH had an operating loss of
$2.4 million (-2.4% operating margin and 2.0% operating cash flow
margin) compared to an operating loss of $2.2 million (-2.3%
operating margin and 2.7% operating cash flow margin) during the
same time period last year.  Despite a 6% growth in revenues
attributed to growth in the orthopedic service line, CGH's YTD
2007 deficit is due to a 6.7% growth in expenses, largely due to
increases in supplies, bad debt, professional and physician fees.
Supplies grew 24% mainly due to the growth in the orthopedic
service line.

Management is focusing on improved per-unit costs with vendors now
that volumes for that service have created critical mass for
purchasing.  The growth in bad debt was not attributable to any
particular trend but management continues to focus on improving
the collection cycle.  The rise in professional and physician fees
was attributed to:

1)reliance on agency labor in difficult areas of recruitment,
although management has since been able to fill many of those
positions;

2)turnover in various management positions including chief medical
officer, chief nursing officer, and operating room director,
necessitating the usage of interim personnel; and

3)start up costs associated with the hiring of new obstetrics
house officers.

In FY 2008, expenses are expected to decline with the closure of
the SNF and as expenses associated with supplies and staffing are
addressed.  On the revenue side, management expects continued
growth in orthopedics, cardiology, and oncology service lines,
driving operating performance back to near break-even levels with
an operating margin of -0.4% ($494 thousand operating deficit).
Various initiatives are currently underway, including improved
throughput through the operating room and restructuring of
hospital based physicians and management that are hoped will
materialize in significant improvement in operating performance in
FY 2009.

CGH's liquidity position continues to be a key credit concern.
Unrestricted cash balances through ten months of FY 2007 has
declined to $12.7 million (39.3 days) from $17.2 million (57.9
days) at fiscal year end 2006 mainly due to the $8.6 million
pension contribution.  According to management, FY 2007 was the
last "catch up" year and the pension contribution is expected to
stabilize at about $3.5 million in FY 2008.  Despite the decline
in liquidity, CGH's other liquidity measures including cash to
debt has remained above median levels due to the decline in total
debt outstanding.  Management repaid its Series 1993A bonds during
2007 and total debt has declined to $12.7 million from $17.6
million.  As a result of the decline in debt outstanding, maximum
annual debt service has also declined, leading to a slight
improvement in MADS coverage to 1.04 times from .71 times.
However, management has indicated that CGH may fall short of
passing its rate covenant and will need to receive a waiver for
missing this test.

                            Outlook

Moody's stable outlook reflects its expectation of improved
operating performance and stabilized liquidity position in FY
2008.

                What could change the rating - Up

Increase in liquidity and operating performance to the levels
experienced during 2003 to 2005.

               What could change the rating - Down

Further decline in operating performance and liquidity; additional
debt.

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements Community General Hospital
     of Greater Syracuse;
  -- First number reflects audit year ended Dec. 31, 2006;
  -- Second number reflects annualized 10-month financial
     statements ended Oct. 31, 2007;
  -- Investment returns normalized at 6% unless otherwise
     noted.

Inpatient admissions: 9,355; 9,265

Total operating revenues: $112.9 million; $119.8 million

Moody's-adjusted net revenue available for debt service:
$3.9 million; $2.4 million

Total debt outstanding: $17.2 million; $12.8 million

Maximum annual debt service (MADS): $5.5 million; $3.0 million

MADS Coverage with reported investment income: 0.72 times;
1.39 times

Moody's-adjusted MADS Coverage with normalized investment income:
0.71 times; 1.04 times

Debt-to-cash flow: 5.98 times; 5.34 times

Days cash on hand: 57.9 days; 39.3 days

Cash-to-debt: 102.4%; 99.5%

Operating margin: -2.4%; -2.4%

Operating cash flow margin: 2.5%; 2.0%

Outstanding Bonds (as of Oct. 31, 2007):

-- Series 1993B: $7.3 million outstanding; Ba3
-- Series 1998: $1.2 million outstanding; Ba3


CONSECO HOME: Fitch Cuts Rating on Class B-2 Certs. to B- from B+
-----------------------------------------------------------------
Fitch Ratings has taken rating action on these Conseco Home Equity
transaction:

Conseco Home Equity 2002-B

  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class B-1 affirmed at 'BBB';
  -- Class B-2 downgraded to 'B-/DR1' from 'B+'.

The affirmations, affecting approximately $26.5 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrade, affecting
approximately $2 million of the outstanding certificate, is taken
as a result of a deteriorating relationship between CE and
expected loss.

The collateral of the above transaction consists of fixed- and
adjustable-rate, closed-end mortgage loans secured by first or
second liens on one- to four-family residential properties.  The
pool factor of the above transaction is 12%.  In addition, the
above transaction is 67 months seasoned.  The projected loss that
Fitch expects on the remaining collateral balance is 3.57%.  As of
the November 2007 distribution date, delinquencies are 6.98%, with
losses to date of 5.61%.


CONSOLIDATED COMMS: Paying Quarterly Dividend on February 1
-----------------------------------------------------------
Consolidated Communications Holdings, Inc.'s board of directors
has declared a quarterly dividend of $0.38738 per share on the
company's common stock.  The dividend is payable on Feb. 1, 2008
to stockholders of record at the close of business on Jan. 15,
2008.

Based in Mattoon, Illinois, Consolidated Communications Holdings,
Inc. -- http://www.consolidated.com/-- is a rural local exchange
company providing voice, data and video services to residential
and business customers in Illinois and Texas.  Each of the
operating companies has been operating in their local markets for
over 100 years.  With approximately 241,000 local access lines and
over 43,000 digital subscriber lines, the Company offers a wide
range of telecommunications services, including local and long
distance service, custom calling features, private line services,
dial-up and high-speed Internet access, digital TV, carrier access
services, and directory publishing. Consolidated Communications is
the 17th largest local telephone company in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Moody's Investors Service affirmed the B1 corporate family rating
for Consolidated Communications Holdings Inc. and assigned a B1
rating to the proposed $950 million senior secured credit
facilities at the company's direct subsidiaries, Consolidated
Communications Acquisition Texas Inc., Consolidated Communications
Inc., and Fort Pitt Acquisition Sub Inc.

Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Consolidated Communications Holdings Inc. and the
'BB' rating on the company's existing bank loan.  The
outlook is negative.


COOPER COS: Sets March 18 Annual Meeting of Stockholders
--------------------------------------------------------
The Cooper Companies Inc. will hold its next annual meeting of
stockholders on March 18, 2008, at 10:00 a.m., at the offices of
Latham & Watkins in New York City.  Stockholders of record as of
the close of business on Feb. 4, 2008 will be eligible to vote on
matters presented in the company's proxy statement, including
electing its slate of directors.  The company plans to mail its
proxy statement on or about Feb. 11, 2008.

With corporate offices in Lake Forest and Pleasanton, California,
The Cooper Companies, Inc. -- http://www.coopercos.com/--
(NYSE:COO) manufactures and markets specialty healthcare products
through its CooperVision and CooperSurgical units.

CooperVision -- http://www.coopervision.com/-- manufactures and
markets contact lenses and ophthalmic surgery products.
Headquartered in Lake Forest, Calif., it has manufacturing
operations in Albuquerque, New Mexico, Juana Diaz, Puerto Rico,
Norfolk, Virginia, Rochester, New York, Adelaide, Australia,
Hamble and Hampshire England, Ligny-en-Barrios, France, Madrid,
Spain and Toronto.

CooperSurgical -- http://www.coopersurgical.com/-- manufactures
and markets diagnostic products, surgical instruments and
accessories to the women's healthcare market. With headquarters
and manufacturing facilities in Trumbull, Conn., it also
manufactures in Pasadena, Calif., North Normandy, Illinois, Fort
Atkinson, Wisconsin, Montreal and Berlin.

Proclear(R) and Biomedics(R) are registered trademarks and
Biomedics XC(TM) and Biofinity(TM) are trademarks of The Cooper
Companies, Inc., and its subsidiaries or affiliates.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Moody's Investors Service revised Cooper Companies Inc.'s ratings
outlook to negative from stable.  Additionally, Moody's downgraded
the company's speculative grade liquidity rating to SGL-2 from
SGL-1.  Concurrently, Moody's affirmed the company's Ba3 corporate
family rating, Ba3 probability of default rating and Ba3 rating on
the $350 million senior unsecured notes due 2015.


COUNTRYWIDE: Fitch Takes Rating Actions on Various Transactions
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Countrywide
transactions:

CWMBS 2004-1
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-3
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 downgraded to 'C/DR4' from 'CC/DR4'.

CWMBS 2004-4
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-5
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-6
  -- Class A affirmed at 'AAA'.

CWMBS 2004-8
  -- Class 1-A-1 affirmed at 'AAA';
  -- Class 1-A-2 affirmed at 'AAA';
  -- Class 1-A-3 affirmed at 'AAA' and removed from Rating
     Watch Negative;
  -- Class 1-A-4 affirmed at 'AAA';
  -- Class 1-A-5 affirmed at 'AAA';
  -- Class 1-A-6 affirmed at 'AAA';
  -- Class 1-A-7 affirmed at 'AAA' and removed from Rating
     Watch Negative;
  -- Class 1-A-8 affirmed at 'AAA';
  -- Class 1-A-9 affirmed at 'AAA';
  -- Class 1-A-10 affirmed at 'AAA';
  -- Class 1-A-11 affirmed at 'AAA';
  -- Class 1-A-12 affirmed at 'AAA';
  -- Class 1-A-13 affirmed at 'AAA';
  -- Class 2-A-1 affirmed at 'AAA';
  -- Class PO affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 downgraded to 'BB-' from 'BB';
  -- Class B-4 downgraded to 'CCC/DR2' from 'B'.

CWMBS 2004-9
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 rated 'B', placed on Rating Watch Negative.

CWMBS 2004-10
  -- Class A affirmed at 'AAA'.

CWMBS 2004-13
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-18
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-19
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-21
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-24
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-J1
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-J2
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-J3
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 downgraded to 'B' from 'BB-';
  -- Class B-4 affirmed at 'C/DR5'.

CWMBS 2004-J4 Groups 1 & 2
  -- Class A affirmed at 'AAA';
  -- Class C-M affirmed at 'AA';
  -- Class C-B-1 affirmed at 'A';
  -- Class C-B-2 affirmed at 'BBB';
  -- Class C-B-3 affirmed at 'BB';
  -- Class C-B-4 affirmed at 'B'.

CWMBS 2004-J4 Group 3
  -- Class A affirmed at 'AAA';
  -- Class 3-M affirmed at 'AA';
  -- Class 3-B-1 affirmed at 'A';
  -- Class 3-B-2 affirmed at 'BBB';
  -- Class 3-B-3 affirmed at 'BB';
  -- Class 3-B-4 affirmed at 'B'.

CWMBS 2004-J5
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-J6
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-J7
  -- Class A affirmed at 'AAA'.

CWMBS 2004-J8
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 affirmed at 'B'.

CWMBS 2004-J9
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 affirmed at 'BBB';
  -- Class B-3 affirmed at 'BB';
  -- Class B-4 rated 'B', placed on Rating Watch Negative.

The collateral of the above transactions primarily consists of 30-
and 15-year fixed-rate mortgage loans extended to prime borrowers
and are secured by first liens, primarily on one- to four-family
residential properties.  As of the November 2007 distribution
date, the above transactions are seasoned from 36 (series 2004-J9)
to 46 (series 2004-1) months.  The pool factors range from 36%
(series 2004-1) to 71% (series 2004-J5).  Countrywide Home Loans
Servicing, LP (rated 'RMS2+' by Fitch) is the master servicer for
all of the above transactions.

The affirmations, affecting approximately $4.39 billion of
outstanding certificates, reflect a stable relationship between
credit enhancement and future loss expectations.  The downgrades,
affecting approximately $3.33 million in outstanding certificates,
and classes placed on Rating Watch Negative, affecting
approximately $918,660 of outstanding certificates, reflect
deterioration in the relationship between CE and loss expectation.

Classes 1A3 and 1A7 of trust CWMBS 2004-8 benefit from a financial
guaranty provided by XL Capital Assurance Inc, a subsidiary of
Security Capital Assurance Ltd.  Fitch placed the 'AAA' Insurer
Financial Strength rating of SCA and its subsidiaries on Rating
Watch Negative on Dec. 12 following the rating agency's updated
assessment of SCA's current exposure to RMBS, SF CDOs backed by
subprime mortgage collateral and CDO-squared transactions.  As a
result, classes 1A3 and 1A7 were placed on Rating Watch Negative.
However, Fitch has subsequently determined that the classes have
sufficient additional credit enhancement to maintain their 'AAA'
rating without the financial guaranty.  The ratings for classes
1A3 and 1A7 are affirmed and removed from rating watch.


CSFB MORTGAGE: Moody's Cuts Ratings on 16 Certificate Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded ratings of sixteen
tranches and has upgraded rating of one tranche issued by CSFB
Mortgage-Backed Pass-Through Certificates in 2004.  The underlying
collateral of the affected tranches consists of Alt-A, first-lien,
adjustable rate mortgage loans.

The actions are based on the analysis of the current credit
enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to the
expected loss.

Complete rating action is are:

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2004-AR1

  -- Cl. VI-M-2, downgraded from A2 to Ba1
  -- Cl. C-B-4, downgraded from Ba1 to B3

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2004-AR2

  -- Cl. VI-M-3, downgraded from A3 to Ba1

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2004-AR4

  -- Cl. V-M-1, downgraded from Aa2 to Baa2
  -- Cl. V-M-2, downgraded from A1 to Ba1

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2004-AR5

  -- Cl. 10-A-2, upgraded from Aa1 to Aaa
  -- Cl. 11-M-1, downgraded from Aa2 to Baa2
  -- Cl. 11-M-2, downgraded from A1 to B1
  -- Cl. 11-M-3, downgraded from A3 to B3

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2004-AR6

  -- Cl. 9-M-1, downgraded from Aa2 to Baa2
  -- Cl. 9-M-2, downgraded from A1 to Caa1

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2004-AR7

  -- Cl. 6-M-1, downgraded from Aa2 to A2
  -- Cl. 6-M-2, downgraded from A2 to Ba2
  -- Cl. 6-M-3, downgraded from Baa2 to B1

Issuer: CSFB Mortgage-Backed Pass-Through Certificates, Series
2004-AR8

  -- Cl. 8-M-1, downgraded from Aa2 to A2
  -- Cl. 8-M-2, downgraded from A2 to B2
  -- Cl. 8-M-3, downgraded from Baa2 to B3


CWABS INC: S&P Junks Ratings on Seven Certificate Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 11
classes of mortgage-backed securities issued by three CWABS Inc.
transactions.  In addition, S&P affirmed its ratings on the
remaining classes from these transactions.

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):

  -- 2002-4: $443,635; 19.1%; $2,320,001;
  -- 2003-BC2: $614,704; 24.6%; $2,500,000; and
  -- 2003-BC3: $857,681; 32.7%; $2,626,263.

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):

  -- 2002-4: $4.883 million; 15.1%; 11.0x;
  -- 2003-BC2: $3.923 million; 11.6%; 6.4x; and
  -- 2003-BC3: $6.643 million; 17.4%; 7.7x.

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

  -- 2002-4: $9,266,509; 2.00%;
  -- 2003-BC2: $5,198,526; 1.04%; and
  -- 2003-BC3: $9,466,198; 1.80%.

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-
BC2 benefits from loan-level primary mortgage insurance policies
issued by Mortgage Guaranty Insurance Corp.  and Radian Guaranty
Inc. on loans with original loan-to-value ratios exceeding 85%.
The trust acquired these mortgage insurance policies to cover
losses down to 60% of the value of the related mortgage property.
The underlying collateral for the transactions is mostly fixed-
and adjustable-rate, 30-year mortgages on one- to four-family
homes.

                         Ratings Lowered

                            CWABS Inc.
                    Asset-backed certificates

                                       Rating
                                       ------

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

         2002-4        M-2         B            BBB
         2002-4        B-1         CCC          B-
         2003-BC2      M-2         B            BB
         2003-BC2      M-3         CCC          B
         2003-BC2      B-1         CCC          B
         2003-BC3      M-1         BBB          AA+
         2003-BC3      M-2         BB-          AA
         2003-BC3      M-3         CCC          BBB
         2003-BC3      M-4         CCC          BB
         2003-BC3      M-5         CCC          BB
         2003-BC3      M-6         CCC          BB-

                         Ratings Affirmed

                            CWABS Inc.
                   Asset-backed certificates

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

            2002-4        A-1              AAA
            2002-4        M-1              AA
            2002-4        B-2              CCC
            2003-BC2      2-A-1            AAA
            2003-BC2      M-1              AA+
            2003-BC3      A-2              AAA


DAVID CRAIG: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: David Lyn Craig
        1412 US Highway 167
        Abbeville, LA 70510

Bankruptcy Case No.: 07-51519

Chapter 11 Petition Date: December 21, 2007

Court: Western District of Louisiana (Lafayette/Opelousas)

Judge: Robert Summerhays

Debtor's Counsel: D. Patrick Keating, Esq.
                  P.O. Box 61550
                  Lafayette, LA 70596
                  Tel: (337) 984-8020
                  Fax: (337) 984-7011

Total Assets: $355,680

Total Debts:  $6,184,780

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bibby Financial Services                             $2,800,000
1901 South Congress Avenue
Suite 150
Boynton Beach, FL 33426

Gulf South Oilfield Rentals
c/o Rush, Rush & Calogero                            $1,500,000
P.O. Box 53713
Lafayette, LA 70505

Omni Source                                            $508,000
c/o Richard Aguilar
643 Magazine Street
New Orleans, LA 70130

Jo-De Equipment                                        $277,130
104 Darcey Street
New Iberia, LA 70560

Regions bank                    Family home            $270,000
P.O. Box 70527                  Location: 1412 US     ($350,000
Charlotte, NC 28272             Highway 167,           secured)
                                Abbeville, LA         ($325,000
                                                    senior lien)

Nathan Sims                     .25 Acre lot in Buras, $120,000
                                LA (Condo destroyed     ($1,500
                                by Hurricane Katrina   (secured)

Chad Alleman Trucking                                   $74,000

American Mat & Timber                                   $64,000

Upstream Equipment                                      $54,000

Gulf South Scaffolding                                  $48,000

A&B Valve and Pumping Systems                           $47,000

Safety Safcon                                           $41,000

Dolphin Compactors & Equipment                          $13,000

FCI                                                      $8,420

NES Rental                                               $7,500

Boss Equipment Rental                                    $7,350

AIMS                                                     $4,000

Industrial Hoist                                         $2,650

B & H Air Tools                                          $2,350

L & L Crane Service                                      $2,200


DELTA PETROLEUM: Inks $684 Million Investment Deal With Tracinda
----------------------------------------------------------------
Delta Petroleum Corporation has signed a strategic financing
agreement with Tracinda Corporation, a private investment
corporation wholly owned by Kirk Kerkorian.

Under the agreement, Tracinda will invest $684 million to acquire
common stock from the Company at $19.00 per share, which
represents a 23 percent premium to the price at the market close
as of Dec. 28, 2007 and a 26 percent premium to Delta's 30 day
trading average.

The transaction will allow Delta Petroleum to accelerate
development drilling activities in its core areas, including the
Piceance and Paradox Basins.  Additional pipeline expansion
projects in the Piceance Basin will support Delta's anticipated
increased production and reserve growth generated by an
accelerated drilling program.  Recently announced successes in the
Greentown area of the Paradox Basin also justify an accelerated
drilling program to exploit Delta's large acreage position.

The transaction will also provide Delta significant financial
flexibility to fund its long-term drilling programs and allow for
increased acquisition activity, consistent with Delta's strategy
to pursue complementary acreage and working interest acquisitions
in the Company's core areas.

Roger Parker, Chairman and CEO of Delta, said, "We are very
pleased to have Tracinda Corporation as an investor and strategic
partner in Delta.  This transaction will provide the means to
significantly increase the present value of our vast resource
potential.  The additional capital provides Delta the financial
flexibility and wherewithal to grow the Company to new levels.  We
are very enthusiastic about the future for Delta."

Tracinda Corporation said, "We are very pleased to enter into this
long-term partnership with Delta Petroleum and its highly regarded
management team.  Under Roger's leadership, Delta Petroleum has
become a very important company in the industry, with valuable
resource plays, a strong asset base and well-positioned
exploration projects that we believe hold significant growth
potential.  Our investment will provide the company with the
capital to accelerate its exploration activities, while giving
Tracinda and all Delta Petroleum shareholders the ability to
realize value from its growth going forward."

                       Tracinda Transaction

Under the agreement, which the Delta board of directors has
unanimously approved, Tracinda has agreed to purchase 36 million
primary shares of Delta common stock for $19.00 per share.  This
investment represents approximately 35 percent ownership for
Tracinda on a fully-diluted basis.

Tracinda will have the right to nominate members to Delta's board
of directors on a pro rata basis reflecting its share ownership,
which will initially be one-third of Delta's board of directors.

The transaction is subject to a 30-day due diligence period and
will be submitted to Delta stockholders for approval at a meeting
planned for February 2008.

Morgan Stanley & Co. Incorporated and Merrill Lynch & Co.
represented Delta in this transaction. Brownstein Hyatt Farber
Schreck and Davis Graham & Stubbs LLP acted as legal counsel to
Delta.

Christensen, Glaser, Fink, Jacobs, Weil & Shapiro, LLP acted as
legal counsel to Tracinda in the transaction.

                   About Tracinda Corporation

Tracinda is a privately held Nevada corporation wholly owned by
Kirk Kerkorian.
Tracinda's principal business is buying, selling and holding
selected equity securities.  Mr. Kerkorian has served as Chief
Executive Officer, President and sole director and stockholder of
Tracinda for more than the past five years.

                About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

In September 2006, Moody's Investor Services placed Delta
Petroleum Corp.'s probability of default rating at 'Caa1'.

In March 2005, Standard & Poor's assigned a 'B-' rating on the
company's long term foreign and local issuer credit.

Both ratings still hold to date.


DUKE FUNDING: Moody's Reviews Ba3 Rating on $118.75 Mil. Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by Duke
Funding IX, Ltd. on review for possible downgrade:

Class Description: $10,000,000 Class A3F Secured Deferrable
Interest Fixed Rate Notes due March 9, 2045

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

Class Description: $165,000,000 Class A3V Secured Deferrable
Interest Floating Rate Notes due March 9, 2045

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

Class Description: $87,500,000 Class B Mezzanine Deferrable
Interest Floating Rate Notes due March 9, 2045

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

Class Description: $118,750,000 Subordinated Notes due March 9,
2045

  -- Prior Rating: Ba3
  -- 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.


EARTHFIRST TECH: Sept. 30 Balance Sheet Upside-Down by $11.3 Mil.
-----------------------------------------------------------------
Earthfirst Technologies Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $11.2 million in total assets and
$22.5 million in total liabilities, resulting in a $11.3 million
total stockholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $6.4 million in total current
assets available to pay $17.5 million in total current
liabilities.

The company reported a net loss of $8.0 million on revenue of
$3.9 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $4.0 million on revenue of $8.7 million in the
same period last year.

Substantially all revenues are generated from contracting and
subcontracting services.

Gross profit is negative for the three month period ending
Sept. 30, 2007, in the amount of $343,383, as compared to a
negative gross profit in the amount of $349,107 for the three
month period ending Sept. 30, 2006.

Selling, general and administrative expenses for the three-month
period ending Sept. 30, 2007, decreased from $2.9 million to
$1.9 million in the current period, or a decrease of approximately
33% compared to the three-month period ending Sept. 30, 2006.

The company recorded an impairment of goodwill for the three-month
period ending Sept. 30, 2007, in the amount of $6,000,000 which
represents the remaining balance of goodwill that had been carried
on the balance sheet pertaining to the acquisition of Electric
Machinery Enterprises Inc. in 2004.  Due to the substantial doubt
associated with the electric contracting segment, the company has
elected to reflect this charge during the current quarter.

Research and development expenses for the three month ended
Sept. 30, 2007,decreased from $400,509 to $91,697.  This is due to
a decrease in expenses relative to the current development efforts
in both the solid waste and bio fuels segments.

Loss from operations increased by $4.8 million from a loss for the
three months ended Sept. 30, 2006, of $3.6 million to a loss of
$8.4 million for the three months ended Sept. 30, 2007.  These
increased losses are primarily due to the impairment of goodwill.
Loss from operations exclusive of this impairment charge would
have been $2.4 million for the three months ended Sept. 30, 2007.

Derivative gain increased from a gain of $279,280 for the three
month period ended Sept. 30, 2006, to a gain of $562,970 for the
three month period ended Sept. 30, 2007.  The derivative gain is
associated with the company's  Laurus credit facility and
fluctuations occur normally in the fair value adjustment of the
derivatives each reporting period, which result primarily from
fluctuations in the company's stock price.

Interest expense decreased from $738,729 for the three month
period ended Sept. 30, 2006, to $268,604 for the three months
ended Sept. 30, 2007.

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?26aa

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2007,
Aidman, Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about EarthFirst Technologies 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 significant losses and
negative operating cash flows during the years ended Dec. 31,
2006, and 2005, working capital deficiency at Dec. 31, 2006, and
expectations that additional capital will be required in order to
continue operations in 2007.

The company continues to experience cash flow difficulties and is
delinquent on payment of many of its trade creditors, its secured
convertible notes and a $100,000 unsecured note payable.

                  About EarthFirst Technologies

Headquartered in Tampa, Florida, EarthFirst Technologies Inc. --
(OTC BB: EFTI) -- http://www.earthfirsttech.com/ -- is a
specialized holding company engaged in researching, developing and
commercializing technologies for the production of alternative
fuel sources and the destruction and/or remediation of liquid and
solid wastes, and in supplying electrical contracting services to
commercial and government customers internationally.


EL PASO: Selling 25.5% Ruby Pipe Stake to PG&E Corp. for $2 Bil.
----------------------------------------------------------------
El Paso Corporation agreed to sell its 25.5% interest in El Paso's
Ruby Pipeline project to PG&E Corporation.  Capital expenditures
for the project are expected to total approximately $2 billion.

Ruby Pipeline project is a proposed 680-mile, 42-inch natural gas
transmission pipeline that would begin at the Opal Hub in Wyoming
and terminate at the Malin, Oregon, interconnect, near
California's northern border.

The Ruby Pipeline will have an initial capacity of 1.2 billion
cubic feet per day (Bcf/d) and is expandable to 2 Bcf/d.  It will
connect Rocky Mountain natural gas producers with one of the most
attractive natural gas demand regions in the country and provide
natural gas users in northern California, Nevada, and the Pacific
Northwest with competitively priced natural gas from the nation's
most important supply growth region.

Subject to Federal Energy Regulatory Commission and other
regulatory approvals, approvals of respective companies' boards of
directors, and after obtaining necessary customer commitments, the
Ruby Pipeline is anticipated to be in service in the first quarter
of 2011.

"PG&E's participation in the Ruby Pipeline project underscores the
importance of this critical infrastructure project in transporting
increasing supplies of natural gas from the Rockies to key
consuming markets," Jim Cleary, president of El Paso's Western
Pipeline Group, said.  "We are excited to have PG&E as a partner
in this project as we work to meet the future infrastructure needs
of the western states."

"We are delighted at the prospect of partnering with El Paso to
help develop the Ruby Pipeline natural gas project," Richard
Rollo, vice president-Strategic Development and Business
Integration for PG&E Corporation, said.  "The Ruby Pipeline will
provide reliable access to supplies of Rocky Mountain gas
necessary to meet the growing demand of markets in the western
United States."

In early December, El Paso disclosed that it is planning to
partner in the project with Bear Energy LP, a subsidiary of The
Bear Stearns Companies Inc. and partnering discussions include
Bear Energy becoming an initial shipper on the pipeline.

El Paso is also in discussions with other prospective shippers and
will disclose a formal open season shortly.

                     About PG&E Corporation

Headquartered in San Francisco, California, PG&E Corporation
(NYSE:PCG) -- http://www.pgecorp.com/-- is an energy-based
holding company.  The company's operations include electric and
gas distribution, natural gas and electric transmission, and
electric generation.  It is the parent company of Pacific Gas and
Electric Company.

                   About El Paso Corporation

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP) --
http://www.elpaso.com/-- is an energy company that provides
natural gas and related energy products.  The company owns North
America's interstate pipeline system, which has approximately
55,500 miles of pipe.  It also owns approximately 470 billion
cubic feet of storage capacity and a liquefied natural gas import
facility with 806 million cubic feet of daily base load send out
capacity.  El Paso's exploration and production business is
focused on the exploration for and the acquisition, development
and production of natural gas, oil and natural gas liquids in the
United States, Brazil and Egypt.  It operates in three business
segments: Pipelines, Exploration and Production and Marketing.  It
also has a Power segment, which holds its remaining interests in
international power plants in Brazil, Asia and Central America.

Southern Natural Gas Company's business consists of the interstate
transportation and storage of natural gas and LNG terminalling
operations.

Colorado Interstate Gas Company's business consists of the
interstate transportation, storage and processing of natural gas.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on El Paso Corp. and subsidiaries.  The outlook
remains positive.


EVEN CONSTRUTORA: Fitch Assigns 'B+' Foreign and Local IDRs
-----------------------------------------------------------
Fitch Ratings has assigned 'B+' foreign and local currency Issuer
Default Ratings to Even Construtora e Incorporadora S.A.   In
addition, Fitch has assigned Even a national long-term debt rating
of 'A-(bra)', which also applies to its first debenture issuance
program in the amount of BRL500 million due 2013.  The proceeds of
this issuance will be used for land acquisition, new project
development and working capital needs.  The Rating Outlook for all
the ratings is Stable.

Even's ratings reflect the company's currently small but rapidly
growing market position and operations, and moderate financial
position.  Even has an ambitious expansion plan in the highly
competitive Brazilian homebuilding sector.  The homebuilding
sector is undergoing strong growth and is dependent on the
availability of long-term credit lines and is linked to the
performance of the Brazilian economy, which add to business risk.
The ratings are supported by an adequate capital structure and a
strong cash position related to the IPO in May 2007 and capital
injection in April 2006.  Low leverage and solid liquidity are
expected to enable Even to expand and strengthen its business and
cash generation going forward, diversify its geographic business
area, maintaining leverage at a manageable level for the risks
connected with its business.

The residential real estate sector in Brazil has experienced
significant growth.  The balance of funds allocated to the housing
sector evolved 45%, from BRL28.1 billion to BRL40.7 billion,
between end 2005 and September 2007, according to the statistics
of the Brazilian Central Bank.  The improvement in the country's
economic fundamentals has resulted in increases in per capita
income, lower interest rates and more flexible financing
conditions to consumers.  These factors, coupled with greater
legal protection for the rights of real estate creditors, have
influenced the availability of real estate credit in Brazil
positively, attracted new lenders, and allowed consumers to
purchase homes.  The homebuilding industry is cyclical as the
tight correlation between sector fundamentals and the local
economy indicates that an economic slowdown would be accompanied
by lower sales volumes, and increased delinquencies leading to
tighter credit in the system, which would affect the entire
industry.

Even's ambitious growth strategy is focused on monetizing its
existing landbank and realizing its sales potential supported by
the favorable trends in the homebuilding cycle, factors that can
significantly increase the company's future revenues.  Even is
aiming to finance this growth with its high cash balances, debt
issuance, and financing from Housing Financial System, without
excessively increasing its indebtedness.  Even's strategy is also
based on geographical diversification of its business and an
increase in its landbank with prospects for launching projects
rapidly.  At present, Even has a landbank of BRL5.7 billion (75%
proprietary), which indicates a total general sales value close to
BRL4.3 billion.

Even's credit measures are adequate for the current rating
category.  Fitch expects additional debt required to fund Even's
growth is expected to increase the Total Debt/EBITDA ratio from
3.3 times in September 2007 to around 3.8x in 2008 and 2009.
Adjusting the debt, these ratios are expected to be below 3x and
2x, respectively.  Even reported the potential sales value of its
landbank to be BRL1.7 billion at the end of 2006, increasing to
BRL4.3 billion at September 2007.  The size of the VGV equates to
sales volume sufficient for approximately two years of operations.
In the last four years, its EBITDA margin has remained stable,
close to 16%.  Fitch expects an increase in EBITDA margins close
to 20%, reflecting potential economies of scale gained from the
business' expansion.

Even has a robust liquidity position.  At September 2007, cash and
marketable securities totaled BRL326.1 million and short-term debt
of BRL28.3 million.  Of its total debt of BRL194.7 million, 17%
was related to loans from SFH.  SFH financing is repaid or
liquidated by Even transferring pre-construction sales receivables
to SFH after Even delivers the housing unit to the homebuyer.
Even's ratings already incorporate its additional new debt issue
needs and a considerable reduction in cash balances to finance the
company's growth; Even's cash flow is expected to be negative
through 2009.  The proceeds from the BRL150 million debenture
issue within a total program of BRL500 million, as well as new SFH
resources, will contribute to the financing of its business
expansion.

Even is the result of the merger of two small companies in
November 2002: ABC Construtora e Incorporadora Ltda and Terepins e
Kalili Engenharia e Construcoes Ltda.  In March 2006, the
Spinnaker group, based in London, acquired part of the controlling
block of shares, holding a 37.8% participation in Even's capital.
At September 2007, the Spinnaker group had under its management
$6.9 billion in funds specialized in emerging markets.  In May
2007, Even raised BRL460 million through an IPO.  Traditionally
focused on residential projects for the middle- and upper-middle
income public and commercial projects, in the past three years it
has evolved from a small company to position itself among the five
largest developers in the greater Sao Paulo area.


FIELDSTONE MORTGAGE: Fitch Cuts Rating on Class M-8 Certs. to BB
----------------------------------------------------------------
Fitch Ratings has taken rating action on Fieldstone Mortgage
Investment Trust mortgage pass-through certificate:

Series 2004-3
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A';
  -- Class M-5 affirmed at 'A-';
  -- Class M-6 downgraded to 'BBB' from 'BBB+';
  -- Class M-7 downgraded to 'BB' from 'BBB';
  -- Class M-8 downgraded to 'B' from 'BBB'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$52.43 million in outstanding certificates.  The downgrades
reflect deterioration in the relationship between CE and expected
losses, and affect approximately $35 million in outstanding
certificates.

The pool factor is approximately 10%, and the transaction is 40
months seasoned.  The amount of loans in the 60+ delinquency
buckets is approximately 39.06%, and cumulative losses are
approximately 1.17%.


FORT DENISON: Event of Default Cues Moody's Ratings Review
----------------------------------------------------------
Moody's Investors Service downgraded ratings of three classes of
notes issued by Fort Denison Ltd. and left on review for possible
further downgrade ratings of two of these classes of notes.  The
notes affected by the rating action are:

Class Description: $60,000,000 Class A-2a Floating Rate Notes Due
2047

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

Class Description: $80,000,000 Class A-2b Floating Rate Notes Due
2047

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

Class Description: $41,000,000 Class B Floating Rate Notes Due
2047

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

The rating actions taken recently and since the Closing Date
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 Class A Overcollateralization Ratio to equal or
exceed 100%, as required under Section 5.1(d) of the Indenture
dated Feb. 14, 2007.

Fort Denison Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS and ABS 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 V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A-2a and Class A-2b remain on review for possible downgrade.


FOX HILLS 50: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Fox Hills 50, L.L.C.
        4772 Frontier Way, Suite 400
        Stockton, CA 95215

Bankruptcy Case No.: 07-14397

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Fox Hills 99, L.L.C.                       07-14398
        Fox Hills 216, L.L.C.                      07-14399
        Fox Hills Fresno Slough, L.L.C.            07-14401
        Fox Hills Nursery, L.L.C.                  07-14400

Chapter 11 Petition Date: December 27, 2007

Court: Eastern District of California (Fresno)

Judge: W. Richard Lee

Debtors' Counsel: Gustavo M. Rios, Esq.
                  4772 Frontier Way, Suite 400
                  Stockton, CA 95215
                  Tel: (209) 466-4433

Fox Hills 50, L.L.C.'s Financial Condition:

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


FREMONT HOME: Moody's Junks Rating on Class M-10 Certs. from Ba1
----------------------------------------------------------------
Moody's Investors Service has upgraded 17 certificates, downgraded
31 certificates and confirmed ratings of 5 certificates issued in
2004 and backed by Fremont originated subprime loans.  The actions
are based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.

All deals have very low pool factors and have stepped down.
Seventeen classes of certificates are upgraded due to the fast pay
down of the pool which led to strong build-up in credit
enhancement for the most senior tranches that are still
outstanding in the transactions.  And the projected pipeline
losses are not expected to significantly affect the credit support
for these certificates.  On the other hand, 31 classes of
certificates are downgraded because the reduction in
overcollateralization due to stepdown and higher loss severity at
the tail end of the deals' life have made the bottom tranches more
vulnerable to further pool deterioration.

The complete rating actions are:

                           Upgrade
Issuer:

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-M1, Upgraded to Aa1 from Aa2;

  -- Fremont Home Loan Trust 2004-1, Class M-1, Upgraded to Aaa
     from Aa1;

  -- Fremont Home Loan Trust 2004-1, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-1, Class M-3, Upgraded to Aa2
     from Aa3;

  -- Fremont Home Loan Trust 2004-1, Class M-4, Upgraded to Aa3
     from A1;

  -- Fremont Home Loan Trust 2004-1, Class M-5, Upgraded to A1
     from A2;

  -- Fremont Home Loan Trust 2004-2, Class M-1, Upgraded to Aa
     from Aa1;

  -- Fremont Home Loan Trust 2004-2, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-B, Class M-1, Upgraded to Aaa
     from Aa1;

  -- Fremont Home Loan Trust 2004-B, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-C, Class M-1, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-C, Class M-2, Upgraded to Aa2
     from Aa3;

  -- GSAMP Trust 2004-FM1, Class M-1, Upgraded to Aaa from Aa2;

  -- GSAMP Trust 2004-FM1, Class M-2, Upgraded to Aa2 from A2;

  -- GSAMP Trust 2004-FM2, Class M-1, Upgraded to Aa1 from Aa2;

  -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1,
     Class 2004-FM1-M2, Upgraded to Aa2 from A2;

  -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1,
     Class 2004-FM1-M3, Upgraded to Aa3 from A3.

                           Downgrade

Issuer:

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-M5, Downgraded to B1 from Baa2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-M6, Downgraded to Ca from Baa3;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-B1A, Downgraded to C from Ba2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-B1B, Downgraded to C from Ba2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-M6, Downgraded to Ba1 from Baa3;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-B, Downgraded to Caa2 from Ba2;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-6, Downgraded to Ba1 from Baa2;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-7, Downgraded to B2 from Baa3;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-8B, Downgraded to Caa2 from Ba2;

  -- Bear Stearns Asset Securities I Trust 2004-FR2, Class M-
     8B, Downgraded to B3 from Ba2;

  -- Fremont Home Loan Trust 2004-2, Class M-9, Downgraded to
     Ba2 from Baa3;

  -- Fremont Home Loan Trust 2004-2, Class B-1, Downgraded to
     Ca from Ba1;

  -- Fremont Home Loan Trust 2004-4, Class M-6, Downgraded to
     Baa1 from A3;

  -- Fremont Home Loan Trust 2004-4, Class M-7, Downgraded to
     Baa3 from Baa1;

  -- Fremont Home Loan Trust 2004-4, Class M-8, Downgraded to
     Ba2 from Baa2;

  -- Fremont Home Loan Trust 2004-4, Class M-9, Downgraded to
     B3 from Baa3;

  -- Fremont Home Loan Trust 2004-4, Class M-10, Downgraded to
     Ca from Ba1;

  -- Fremont Home Loan Trust 2004-4, Class B, Downgraded to C
     from Ba2;

  -- Fremont Home Loan Trust 2004-A, Class B-3, Downgraded to
     Ba1 from Baa3;

  -- Fremont Home Loan Trust 2004-B, Class M-9, Downgraded to
     Ba2 from Baa3;

  -- Fremont Home Loan Trust 2004-D, Class M-6, Downgraded to
     Baa1 from A3;

  -- Fremont Home Loan Trust 2004-D, Class M-7, Downgraded to
     Baa3 from Baa1;

  -- Fremont Home Loan Trust 2004-D, Class M-8, Downgraded to
     Ba2 from Baa2;

  -- Fremont Home Loan Trust 2004-D, Class M-9, Downgraded to
      B1 from Baa3;

  -- Fremont Home Loan Trust 2004-D, Class M-10, Downgraded to
     Caa3 from Ba2;

  -- GSAMP Trust 2004-FM2, Class B-2, Downgraded to Ba1 from
     Baa2;

  -- GSAMP Trust 2004-FM2, Class B-3, Downgraded to Ba3 from
     Baa3;

  -- GSAMP Trust 2004-FM2, Class B-4, Downgraded to B1 from
     Ba1;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-8,
     Downgraded to Baa3 from Baa2;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-9,
     Downgraded to Ba2 from Baa3;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-10,
     Downgraded to Caa2 from Ba1.

                            Confirm

Issuer:

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-8A, current rating Ba2, Confirmed;

  -- Credit Suisse First Boston Mortgage Securities Corp.
     Series 2004-FRE1, Class B-2, current rating Baa2,
     Confirmed;

  -- Credit Suisse First Boston Mortgage Securities Corp.
     Series 2004-FRE1, Class B-3, current rating Baa3,
     Confirmed;

  -- Fremont Home Loan Trust 2004-2, Class M-3, current rating
     Aa3, Confirmed;

  -- Fremont Home Loan Trust 2004-2, Class M-4, current rating
     A1, Confirmed.


FU DP REALTY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: F.U. D.P. Realty Holding Corp.
        822 West 60th Street
        Los Angeles, CA 90044

Bankruptcy Case No.: 07-22160

Type of Business: The Debtor is engaged in the real estate
                  business.

Chapter 11 Petition Date: December 27, 2007

Court: Central District Of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Naren M. Hunter, Esq.
                  4322 Wilshire Boulevard, Suite 200
                  Los Angeles, CA 90010
                  Tel: (323) 692-0363

Total Assets:  $100,000

Total Debts: $3,000,000

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


GENESCO INC: Court Requires Finish Line to Close Merger Deal
------------------------------------------------------------
The Chancery Court for the State of Tennessee has ordered The
Finish Line, Inc. to specifically perform the terms of its
Merger Agreement with Genesco Inc.

As reported in the Troubled Company Reporter on Sept. 25, 2007,
Genesco filed suit in Chancery Court in Nashville seeking an order
requiring The Finish Line, Inc. to consummate its merger with
Genesco and to enforce The Finish Line's rights against UBS under
the Commitment Letter for financing the transaction.

"No more delays by The Finish Line and UBS; no more reservation of
rights; no more bankers' putting their pencils down," Genesco
Chairman and Chief Executive Officer Hal N. Pennington said.  "We
want a court of competent jurisdiction to enforce our rights under
the Merger Agreement and for The Finish Line and UBS to live up to
their obligations."

In relevant part, the Court's order states:

It is therefore ORDERED that the Court declares that all
conditions to the Merger Agreement have been met.  The Court
declares that Finish Line has breached the Merger Agreement by not
closing and declares that Finish Line is not entitled to invoke
the Dec. 31, 2007 termination procedures of Section 8 of the
Merger Agreement.  The Court ORDERS that Finish Line shall
specifically perform the terms of the Merger Agreement, including
that it shall close the merger pursuant to section 1.2 of the
Merger Agreement, it shall use its reasonable best efforts to take
all actions to consummate the merger as required by section 6.4(d)
of the Merger Agreement, and it shall use its reasonable best
efforts to obtain financing as per section 6.8(a) of the Merger
Agreement.  Excepted from the provisions of this Order and
Memorandum are issues as to the solvency of the merged entity.
That issue is reserved for determination by a New York Court in a
lawsuit filed by UBS.

"We are gratified by Chancellor Lyle's order and appreciate her
detailed findings of fact and conclusions of law set forth in the
43-page Memorandum and Order," Mr. Pennington said.  "I urge our
shareholders to read the opinion in its entirety, a copy of which
is posted on our website, http://www.genesco.com/ We look forward
to working with The Finish Line to consummate the merger
expeditiously.  Although the Chancellor left open the issue of
solvency brought by UBS in a New York lawsuit, she nevertheless
noted 'from the proof presented to it, this Court concludes that
the combined entity can succeed.'  We agree."

"Chancellor Lyle meted out justice by dismissing the baseless
fraud claims made by UBS and The Finish Line; in my view, her
findings confirm the integrity of our management and advisors,"
Mr. Pennington continued.  "I appreciate the patience of our
shareholders and the ongoing commitment of all of our employees.
I especially appreciate the relentless efforts of our counsel
Bass, Berry & Sims PLC and Boies, Schiller & Flexner LLP."

The Finish Line, Inc. said that it is disappointed with the ruling
issued by the Chancery Court.  Finish Line is studying the Court's
decision and is considering its options, including the possibility
of an appeal.

The litigation concerning the commitment made by UBS Securities
LLC and UBS Loan Finance LLC to finance the Genesco transaction is
pending in the United States District Court for the Southern
District of New York.

"While the litigation proceeds, we are continuing to operate our
business in the ordinary course and are focused on implementing
our product and branding strategies," Alan H. Cohen, Chief
Executive Officer of The Finish Line said.

                       About Finish Line

Headquartered in Indianapolis, Indiana, The Finish Line Inc.
(Nasdaq: FINL) -- http://www.finishline.com/-- is a mall-based
specialty retailer operating under the Finish Line, Man Alive and
Paiva brand names.  The company currently operates 697 Finish Line
stores in 47 states and online, 95 Man Alive stores in 19 states
and online and 15 Paiva stores in 10 states and online.

                        About Genesco Inc.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection.  The company also sells footwear at wholesale under
its Johnston & Murphy brand and under the licensed Dockers.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Genesco Inc. to 'B+' from 'BB-'.  At the same time, S&P
lowered our issue-level rating on the company's subordinated debt
to 'B-' from 'B'.

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Moody's Investors Service downgraded Genesco Inc.'s corporate
family and probability of default ratings to B1 from Ba3 and
maintained the review for possible downgrade.  In addition,
Moody's downgraded the company's convertible senior subordinated
debentures to B2 from B1.


GSAMP TRUST: Moody's Cuts Ratings on Two Cert. Classes to Low-B
---------------------------------------------------------------
Moody's Investors Service has upgraded 17 certificates, downgraded
31 certificates and confirmed ratings of 5 certificates issued in
2004 and backed by Fremont originated subprime loans.  The actions
are based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.

All deals have very low pool factors and have stepped down.
Seventeen classes of certificates are upgraded due to the fast pay
down of the pool which led to strong build-up in credit
enhancement for the most senior tranches that are still
outstanding in the transactions.  And the projected pipeline
losses are not expected to significantly affect the credit support
for these certificates.  On the other hand, 31 classes of
certificates are downgraded because the redcution in
overcollateralization due to stepdown and higher loss severity at
the tail end of the deals' life have made the bottom tranches more
vulnerable to further pool deterioration.

The complete rating actions are:

                           Upgrade
Issuer:

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-M1, Upgraded to Aa1 from Aa2;

  -- Fremont Home Loan Trust 2004-1, Class M-1, Upgraded to Aaa
     from Aa1;

  -- Fremont Home Loan Trust 2004-1, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-1, Class M-3, Upgraded to Aa2
     from Aa3;

  -- Fremont Home Loan Trust 2004-1, Class M-4, Upgraded to Aa3
     from A1;

  -- Fremont Home Loan Trust 2004-1, Class M-5, Upgraded to A1
     from A2;

  -- Fremont Home Loan Trust 2004-2, Class M-1, Upgraded to Aa
     from Aa1;

  -- Fremont Home Loan Trust 2004-2, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-B, Class M-1, Upgraded to Aaa
     from Aa1;

  -- Fremont Home Loan Trust 2004-B, Class M-2, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-C, Class M-1, Upgraded to Aa1
     from Aa2;

  -- Fremont Home Loan Trust 2004-C, Class M-2, Upgraded to Aa2
     from Aa3;

  -- GSAMP Trust 2004-FM1, Class M-1, Upgraded to Aaa from Aa2;

  -- GSAMP Trust 2004-FM1, Class M-2, Upgraded to Aa2 from A2;

  -- GSAMP Trust 2004-FM2, Class M-1, Upgraded to Aa1 from Aa2;

  -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1,
     Class 2004-FM1-M2, Upgraded to Aa2 from A2;

  -- Merrill Lynch Mortgage Investors Trust, Series 2004-FM1,
     Class 2004-FM1-M3, Upgraded to Aa3 from A3.

                           Downgrade

Issuer:

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-M5, Downgraded to B1 from Baa2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-M6, Downgraded to Ca from Baa3;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-B1A, Downgraded to C from Ba2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM1, Class 2004-FM1-B1B, Downgraded to C from Ba2;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-M6, Downgraded to Ba1 from Baa3;

  -- ACE Securities Corp. Home Equity Loan Trust, Series 2004-
     FM2, Class 2004FM2-B, Downgraded to Caa2 from Ba2;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-6, Downgraded to Ba1 from Baa2;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-7, Downgraded to B2 from Baa3;

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-8B, Downgraded to Caa2 from Ba2;

  -- Bear Stearns Asset Securities I Trust 2004-FR2, Class M-
     8B, Downgraded to B3 from Ba2;

  -- Fremont Home Loan Trust 2004-2, Class M-9, Downgraded to
     Ba2 from Baa3;

  -- Fremont Home Loan Trust 2004-2, Class B-1, Downgraded to
     Ca from Ba1;

  -- Fremont Home Loan Trust 2004-4, Class M-6, Downgraded to
     Baa1 from A3;

  -- Fremont Home Loan Trust 2004-4, Class M-7, Downgraded to
     Baa3 from Baa1;

  -- Fremont Home Loan Trust 2004-4, Class M-8, Downgraded to
     Ba2 from Baa2;

  -- Fremont Home Loan Trust 2004-4, Class M-9, Downgraded to
     B3 from Baa3;

  -- Fremont Home Loan Trust 2004-4, Class M-10, Downgraded to
     Ca from Ba1;

  -- Fremont Home Loan Trust 2004-4, Class B, Downgraded to C
     from Ba2;

  -- Fremont Home Loan Trust 2004-A, Class B-3, Downgraded to
     Ba1 from Baa3;

  -- Fremont Home Loan Trust 2004-B, Class M-9, Downgraded to
     Ba2 from Baa3;

  -- Fremont Home Loan Trust 2004-D, Class M-6, Downgraded to
     Baa1 from A3;

  -- Fremont Home Loan Trust 2004-D, Class M-7, Downgraded to
     Baa3 from Baa1;

  -- Fremont Home Loan Trust 2004-D, Class M-8, Downgraded to
     Ba2 from Baa2;

  -- Fremont Home Loan Trust 2004-D, Class M-9, Downgraded to
      B1 from Baa3;

  -- Fremont Home Loan Trust 2004-D, Class M-10, Downgraded to
     Caa3 from Ba2;

  -- GSAMP Trust 2004-FM2, Class B-2, Downgraded to Ba1 from
     Baa2;

  -- GSAMP Trust 2004-FM2, Class B-3, Downgraded to Ba3 from
     Baa3;

  -- GSAMP Trust 2004-FM2, Class B-4, Downgraded to B1 from
     Ba1;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-8,
     Downgraded to Baa3 from Baa2;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-9,
     Downgraded to Ba2 from Baa3;

  -- MASTR Asset Backed Securities Trust 2004-FRE1, Class M-10,
     Downgraded to Caa2 from Ba1.

                            Confirm

Issuer:

  -- Bear Stearns Asset Backed Securities I Trust 2004-FR1,
     Class M-8A, current rating Ba2, Confirmed;

  -- Credit Suisse First Boston Mortgage Securities Corp.
     Series 2004-FRE1, Class B-2, current rating Baa2,
     Confirmed;

  -- Credit Suisse First Boston Mortgage Securities Corp.
     Series 2004-FRE1, Class B-3, current rating Baa3,
     Confirmed;

  -- Fremont Home Loan Trust 2004-2, Class M-3, current rating
     Aa3, Confirmed;

  -- Fremont Home Loan Trust 2004-2, Class M-4, current rating
     A1, Confirmed.


H&H MEAT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: H.&H. Meat Products Co., Inc.
        dba H.&H. Foods
        1/2 Mile East Expressway 83
        Mercedes, TX 78570

Bankruptcy Case No.: 07-70622

Type of Business: The Debtor has been manufacturing meat products,
                  processing boxed beef items into food products,
                  processing commodity products and distributing
                  food since 1968.

Chapter 11 Petition Date: December 31, 2007

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Adolfo Campero, Jr., Esq.
                  Campero & Becerra, P.C.
                  315 Calle Del Norte, Suite 207
                  Laredo, TX 78041
                  Tel: (956) 796-0330
                  Fax: (956) 796-0399

Total Assets: $11,207,241

Total Debts:   $9,287,970

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Rio Bank                       Business Loan for     $540,000
P.O. Box 4169                  Bond
McAllen, Texas 4169

Hinojosa Development           Loan                  $257,129
P.O. Box 358
Mercedes, Texas 78570

Amigos Meat Dist.              Credit                $125,000
611 Crosstimbers
Houston, Texas 77022

Ruben Hinojosa                 E.S.O.P. Payment      $115,632

Gateway Acceptance Co.         Credit                $112,916

Colorado Food Products, Inc.   Credit                $83,134

Penske Truck Leasing, Co.,                           $74,081
L.P.

Weyerhaeuser                   Credit & Services     $55,269

Frozen Food Expressway         Credit                $45,689
Industries, Inc.

Jaime Hinojosa                 E.S.O.P. Payment &    $41,410

Prefferred Beef Group          Credit                $39,000

Local & Western of Texas, Inc. Credit                $38,495

N.J. Malin & Associates, L.P.  Credit/services       $36,224

Hispanic Food Distributors,                          $36,089
Inc.

S.A. Marketing                 Credit/services       $33,259

Santex Truck Center                                  $30,936

Berry Plastics Corp.           Credit                $28,600

Burnbrae Farms-Fermes          Credit                $21,179

Teepak U.S.A., L.L.C.          Credit                $20,023

Cargil, Inc.                   Credit                $18,748


HARVEY ELECTRONICS: Files for Chapter 11 Protection in New York
---------------------------------------------------------------
Harvey Electronics, Inc. has filed a voluntary petition for
Chapter 11 with the United States Bankruptcy Court for the
Southern District of New York.  Harvey will continue to operate
its business and manage its property as a debtor-in-possession,
and expects to promptly file a plan of reorganization.  This plan,
as finally approved, may adversely affect Harvey's outstanding
common stock through the issuance of substantial additional shares
or common stock, or otherwise.  The Debtor hopes to emerge from
Court protection by the spring of 2008.

Several recent events have necessitated the Chapter 11 filing.
The distraction and expense related to unsuccessful merger
negotiations with Myer-Emco, Inc. cost Harvey over $1.2 million.
The merger talks broke off after financing became more difficult
as credit markets tightened.  The expense of the failed Myer-Emco
transaction, plus the inability to raise new equity capital in the
months immediately following the failed acquisition, triggered a
delisting of its common stock from the NASDAQ Stock Market and
created an event of default under the existing senior secured
credit agreement.

Michael E. Recca, Harvey's Interim Chief Executive Officer at the
time of the filing, was also named Chief Restructuring Officer of
the Debtor.  "We regret that Harvey's best path to reorganization
is through the Courts, but despite the other distractions over the
past year, our custom installation business remains strong," Mr.
Recca said.  "This step allows us to accelerate the transformation
of our business from a specialty retailer with a home installation
business to a home installation expert with appropriate retail
distribution.  While we will be closing and right-sizing some
locations, we expect the majority of our stores will continue to
play a critical role in our future operations.  We offer some of
the finest audio, video and home theater products from some of the
most prestigious lines in the world. Most importantly, Harvey
believes it has the finest team of sales consultants, design
engineers, and field installation technicians in the business, and
with their help we will continue to provide our customers superior
audio and video entertainment solutions in the tri-state area."

YA Global Investments, L.P., the current secured lender, has
agreed to provide Harvey with a $1.5 million Debtor-in-Possession
line of credit, subject to bankruptcy court approval of the terms
of the financing.

Ruskin Moscou Faltischek, P.C. of Uniondale, New York, is acting
as Harvey's bankruptcy counsel, BDO Consulting, a division of BDO
Seidman, LLP, will act as financial advisor, and the Trenwith
Group, LLC is providing investment banking services to the Debtor.

Headquartered in New York City, Harvey Electronics Inc. --
http://www.harveyonline.com/-- is engaged in the retail sale,
service and custom installation of audio, video and home theater
equipment, which includes high-fidelity components and systems,
digital versatile disc players, digital video recorders, high
definition television, plasma flat screen and liquid crystal
display flat-panel television sets, integrated remote controls,
media servers, audio/video furniture, conventional telephones,
moving picture experts group layer-3 audio players, iPods,
satellite and analog radios, service contracts and related
accessories.  It operates nine locations comprising eight Harvey
specialty retail stores and one separate Bang & Olufsen branded
store.  It also retails brands manufactured by Bang & Olufsen,
Crestron, Marantz, McIntosh, NAD, Vienna Acoustics, Sonus Faber,
Krell, Boston Acoustics, Martin Logan and Fujitsu.


HARVEY ELECTRONICS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Harvey Electronics, Inc.
        888 Broadway & 19th St.
        New York, NY 10003

Bankruptcy Case No.: 07-14051

Type of Business: Simply known as Harvey, the Debtor is engaged in
                  the retail sale, service and custom installation
                  of audio, video and home theater equipment.  The
                  equipment includes high-fidelity components and
                  systems, digital versatile disc players, digital
                  video recorders, high definition television,
                  plasma flat screen and liquid crystal display
                  flat-panel television sets, integrated remote
                  controls, media servers, audio/video furniture,
                  conventional telephones, moving picture experts
                  group layer-3 audio players, iPods, satellite
                  and analog radios, service contracts and related
                  accessories.  It operates nine locations
                  comprising eight Harvey specialty retail stores
                  and one separate Bang & Olufsen branded store.
                  It also retails brands manufactured by Bang &
                  Olufsen, Crestron, Marantz, McIntosh, NAD,
                  Vienna Acoustics, Sonus Faber, Krell, Boston
                  Acoustics, Martin Logan and Fujitsu.  See
                  http://www.harveyonline.com

Chapter 11 Petition Date: December 28, 2007

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Harold S. Berzow, Esq.
                  Ruskin, Moscou, Faltischek, P. C.
                  East Tower 15th Floor, 190 E.A.B. Plaza
                  Uniondale, NY 11556
                  Tel: (516)663-6600
                  Fax: (516) 663-6796

Total Assets: $9,930,468

Total Debts: $10,368,513

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


HASCO: Fitch Downgrades Ratings on $19.2MM Certificates to B
------------------------------------------------------------
Fitch Ratings has taken these rating action on HASCO mortgage
pass-through certificates.  Affirmations total $502.9 million and
downgrades total $145.0 million.  In addition,
$647.9 million is placed on Rating Watch Negative.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

Series 2007-HE2
  -- $298.6 million class I-A rated 'AAA', placed on Rating
     Watch Negative (BL: 37.15, LCR: 2.02);

  -- $119.7 million class II-A-1 rated 'AAA', placed on Rating
     Watch Negative (BL: 49.96, LCR: 2.72);

  -- $26.3 million class II-A-2 rated 'AAA', placed on Rating
     Watch Negative (BL: 44.65, LCR: 2.43);

  -- $49.2 million class II-A-3 rated 'AAA', placed on Rating
     Watch Negative (BL: 37.15, LCR: 2.02);

  -- $3.6 million class II-A-4 rated 'AAA', placed on Rating
     Watch Negative (BL: 36.86, LCR: 2.00);

  -- $29.7 million class M-1 downgraded to 'AA-' from 'AA+',
     and placed on Rating Watch Negative
     (BL: 32.33, LCR: 1.76);

  -- $27.5 million class M-2 downgraded to 'A' from 'AA+', and
     placed on Rating Watch Negative (BL: 28.38, LCR: 1.54);

  -- $16.4 million class M-3 downgraded to 'A-' from 'AA', and
     placed on Rating Watch Negative (BL: 26.00, LCR: 1.41);

  -- $14.3 million class M-4 downgraded to 'BBB+' from 'AA-',
     and placed on Rating Watch Negative
     (BL: 23.92, LCR: 1.30);

  -- $13.9 million class M-5 downgraded to 'BBB-' from 'A+',
     and placed on Rating Watch Negative
     (BL: 21.87, LCR: 1.19);

  -- $11.8 million class M-6 downgraded to 'BB' from 'A', and
     placed on Rating Watch Negative (BL: 20.03, LCR: 1.09);

  -- $11.8 million class M-7 downgraded to 'BB' from 'A-', and
     placed on Rating Watch Negative (BL: 18.17, LCR: 0.99);

  -- $10.7 million class M-8 downgraded to 'B' from 'BBB+', and
     placed on Rating Watch Negative (BL: 16.54, LCR: 0.90);

  -- $8.5 million class M-9 downgraded to 'B' from 'BBB', and
     placed on Rating Watch Negative (BL: 15.53, LCR: 0.84);

  -- $5.2 million class M-10 rated 'BBB-', placed on Rating
     Watch Negative (BL: 20.13, LCR: 1.09).

Deal Summary
  -- Originators: Decision One (72%), WMC (26%);
  -- 60+ day Delinquency: 14.21%;
  -- Realized Losses to date (% of Original Balance): 0.03%;
  -- Expected Remaining Losses (% of Current Balance): 18.39%;
  -- Cumulative Expected Losses (% of Original Balance):
     17.35%.

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.


INDEPENDENCE I: Moody's Reviews B3 Rating on $50 Million Notes
--------------------------------------------------------------
Moody's Investors Service placed these notes issued by
Independence I CDO, Ltd. on review for possible downgrade:

Class Description: $223,500,000 Class A First Priority Senior
Secured Floating Rate Notes

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

Class Description: $50,000,000 Class B Second Priority Senior
Secured Floating Rate Notes

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

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


INDEPENDENCE II: Moody's Junks Rating on Class B Senior Notes
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by
Independence II CDO, Ltd. on review for possible downgrade:

Class Description: Class A First Priority Senior Secured Floating
Rate Notes

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

Class Description: Class B Second Priority Senior Secured Floating
Rate Notes

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

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


INDEPENDENCE III: Moody's Reviews Low-B Ratings on Two Notes
------------------------------------------------------------
Moody's Investors Service placed these notes issued by
Independence III CDO, Ltd. on review for possible downgrade:

Class Description: $18,000,000 Class B Second Priority Floating
Rate Term Notes, Due 2037

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

Class Description: $7,000,000 Class C-1 Third Priority Floating
Rate Term Notes, Due 2037

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

Class Description: $15,000,000 Class C-2 Third Priority Fixed Rate
Term Notes, Due 2037

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

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


INGRESS CBO: Moody's Cuts Rating on $54 Million Notes to Ba1
------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these notes issued by Ingress CBO I, Ltd.:

Class Description: $54,000,000 Class B Second Priority Fixed Rate
Term Notes due 2040

  -- Prior Rating: Aa3
  -- Current Rating: Ba1, on review for possible downgrade

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


IWT TESORO: Wants Court OK to Extend Exclusive Plan Filing Period
-----------------------------------------------------------------
IWT Tesoro Corporation and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York
to further extend their exclusive period to file a plan for 120
days, and solicit acceptances of that plan for 180 days.

The Debtors tell the Court that they need sufficient time to
formulate a consensual Chapter 11 plan of reorganization as they
continue their negotiations with their proposed funder, KMA
Capital, and the Official Committee of Unsecured Creditors.

The Debtors' exclusive period to file a plan is scheduled to
expire on Jan. 3, 2008.

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are
wholesalers and do not sell directly to any end user.  Their
products consist of ceramic, porcelain and natural stone floor,
wall and decorative tile.  They import a majority of these
products from suppliers and manufacturers in Europe, South
America (Brazil), and the Near and Far East.  Their markets
include the United States and Canada.  They also offer private
label programs for branded retail sales customers, buying
groups, large homebuilders and home center store chains.

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No. 07-12841).  John K. Sherwood, Esq., at Lowenstein Sandler
P.C., represents the Official Committee of Unsecured Creditors.
As of June 30, 2007, the Debtors had total assets of $39,798,579
and total debts of $47,940,983.


JOHN AMOS: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtors: John W. Amos, II
         Sue C. Chung
         1184 Monroe Street, Suite 6
         Salinas, CA 93906

Bankruptcy Case No.: 07-54345

Chapter 11 Petition Date: December 22, 2007

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtors' Counsel: Henry B. Niles, III, Esq.
                  Law Offices of Henry B. Niles III
                  340 Soquel Avenue Suite 105
                  Santa Cruz, CA 95062
                  Tel: (831) 457-4545

Total Assets: $2,344,620

Total Debts:  $2,639,157

Debtors' list of its 16 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Single Family         $148,941
P.O. box 21126                   Residence: 11610   ($1,850,000
Philadelphia, PA 19114-0326      Saddle Road           secured
                                 Monterey, CA       ($1,841,033
                                                    senior lien)

Fresno, CA 93888                 Tax Year: 2006         $85,654
                                 Form 1040

                                 Tax Year: 2004         $76,758
                                 Form 1040

Frontier Leasing                 Trade Debt             $92,000
31180 Aurora Avenue              (Lease)
Logandal, IA 50322

Camille Russo Living Trust       Camille Russo          $55,000
c/o Bradley M. Matteoni, Esq.    Living Trust       ($1,850,000
Matteoni, O'Laughlin & Hetchman  State Court           secured
848 The Almeda                   Action Case No 106 ($1,822,407
San Jose, CA 95126               CV065820           senior lien)

Pamela Brandhorst                Unreimbursed           $37,664
                                 Expenses

                                 Unpaid Wages           $25,278

Washington Mutual Bank           Business Line Credit   $35,903

Sallie Mae 3rd Party Lsc          Educational            $30,199

Franchise Tax Board              Tax Year: 2006         $27,772

Well Fargo Financial             Credit Card            $21,458
National Bank

Rabobank Na                      Credit Card            $20,764

American Express                 Credit Card            $14,914

Wells Fargo Bank                 Credit Card            $14,741

Citibank                         Credit Card            $13,297

Chase                            Credit Card            $10,729

Employment Development           Quarter Ended:         $10,177
Department                       9/30/06, 12/31/06
                                 3/31/07 and 6/30/07

Wells Fargo                      Credit Card             $8,784

VALPAK                           Trade Debt              $3,772


JOHNSON RUBBER: U.S. Trustee Appoints Four-Member Creditors Panel
-----------------------------------------------------------------
The United States Trustee for Region 9 appointed four creditors to
serve on an Official Committee of Unsecured Creditors in Johnson
Rubber Company and its debtor-affiliates' bankruptcy cases.

The Committee members are:

   1) Lanxess Corporation et. al.
      c/o Bruce R. Davis
      111 RIDC Park West Drive
      Pittsburgh, PA 15275-1112
      Tel: (412) 809-1544
      Fax: (412) 809-1561

   2) DuPont Performance Elastomers, LLC
      c/o Betty K. Ingram
      300 Bellevue Parkway
      Wilmington, DE 19809
      Tel: (302) 792-4244
      Fax: (302) 792-4450

   3) ISP Elastomers
      c/o Gordon E. Miller
      1361 Alps Road
      Wayne, NJ 07470
      Tel: (973) 628-3700
      Fax: (973) 628-4079

   4) The MF Cachat Company
      c/o Robin C. Schade
      14600 Detroit Avenue #600
      Lakewood, OH 44107
      Phone: (216) 228-8900 ext. 262
      Fax: (216) 228-2196

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

Headquatered in Middlefield, Ohio, Johnson Rubber Company Inc. --
http://www.johnsonrubber.com/-- designs, develops and
manufactures polymer components.  The company filed for Chapter 11
protection on December 11, 2007 (Bankr. N.D. Ohio Case No. 07-
19391).  The Debtor selected William I Kohn, Esq., at Benesch
Friedlander Coplan & Aronoff LLP, as its counsel.  The Debtors
selected Donlin Recano as their claims, noticing and balloting
agent.  When the Debtor filed for protection against its
creditors, it listed total assets at $15,346,607 and total
debts at $19,869,931.


JON ROBERTS: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jon P. Roberts
        Lisa R. Trublood
        3008 Lagiss Drive
        Livermore, CA 94550

Bankruptcy Case No.: 07-44501

Chapter 11 Petition Date: December 26, 2007

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Chris D. Kuhner, Esq.
                  Kornfield, Paul and Nyberg, P.C.
                  1999 Harrison Street, Suite 2675
                  Oakland, CA 94612
                  Tel: (510) 763-1000

Estimated Assets:        Less than $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service                             $334,018
Special Procedures Branch
Bankruptcy Section/
Mail Code 1400S
Oakland, CA 94612-5210

E*trade                        Potential             $80,538
2730 Liberty Avenue            deficiency balance
Pittsburgh, PA 1522            39761 Placer Way
                               Fremont, CA

                               Potential             $60,000
                               deficiency balance
                               4184 Bay Street
                               Fremont, CA

Bank of America                4211 Bidwell Drive,   $130,000
P.O. Box 60456                 Fremont, CA
Los Angeles, CA 90060

S.R. Trading Co.               Potential             $63,635
                               Deficiency balance
                               39761 Placer Way
                               Fremont

                               Potential             $63,000
                               deficiency balance
                               4184 Bay Street
                               Fremont

Porsche Financial Services     Early Termination     $55,089

B.M.W. Financial Services      Deficiency balance    $38,171

Countrywide Home Lending       Potential             $32,000
                               Deficiency balance
                               10918 Scotch Rose
                               Street
                               Henderson, NV 89092

American Express               CreditCard            $13,303

Chase                          CreditCard            $11,960

Wells Fargo                    CreditCard            $9,959

Resurgent Capital Service/     Factoring Company     $3,348
Sherman                        Account Osi/Gulf
                               State Compucredit
                               Acq.

Wachovia/A.C.S.                Educational           $3,052

Midland Credit Management      Providian Bank        $2,860

Lowes/M.B.G.A.                 Charge Account        $2,612

Chevron/Texaco Citibank        CreditCard            $2,407

Capital 1 Bank                 CreditCard            $2,286

Mike Ferry                                           $2,250


LEVITT AND SONS: May Employ Ruden McClosky as Special Counsel
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida has approved the request of Levitt and Sons LLC and its
debtor-affiliates, excluding Levitt and Sons of South Carolina
LLC, Levitt and Sons of Horry County, and Levitt Construction -
South Carolina LLC, for authority to employ Ruden McClosky Smith
Schuster & Russel P.A., as their special counsel, nunc pro tunc to
the Debtor's bankruptcy filing.

As reported in the Troubled Company Reporter on Dec. 7, 2007,
Ruden represented certain of the Debtors before their bankruptcy
in connection with closings and lien issues in Tennessee, Georgia
and Florida.  As a result, Ruden is familiar with these matters,
and has already devoted numerous hours in addressing the issues,
Paul Steven Singerman, Esq., at Berger Singerman P.A., the
Debtor's general bankruptcy counsel, said.  The firm has extensive
knowledge in these related fields and is well qualified to advise
the Debtors, he added.

Mr. Singerman told the Court that the firm's prior representation
of the Debtors does not preclude its retention as special counsel
pursuant to Section 327(e) of the U.S. Bankruptcy Code.

Ruden will provide legal services in connection with closings and
lien issues in Tennessee, Georgia and Florida.

Mr. Singerman assured the Court that the scope of services to be
rendered by Ruden will not be duplicative of those services to be
rendered by Berger Singerman, and the services of these counsel
will not overlap.

Mr. Singerman stated that although, as of the date of bankruptcy,
Ruden holds a prepetition claim against the Debtors for $56,264,
the matters on which the firm is to be employed are unaffected by
the fact of that claim.

The Debtors will pay Ruden at its standard hourly rates, which
are revised during January of each year, and will reimburse the
firm for cash disbursements and for reasonable and necessary
expenses.  The firm's current rates are:

      Designation                 Hourly Rate
      -----------                 -----------
      Partners                    $255 - $525
      Associates                  $190 - $415
      Paralegals                   $60 - $195
      Land Planners               $150 - $210
      Law Clerks                   $95 - $105

Barry E. Somerstein, a shareholder of Ruden, assured the Court
that the firm does not hold or represent any interest adverse to
the Debtors, their estates, or creditors in the matters upon
which Ruden is to be retained.

                      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 Taps Genovese and Mr. Battista as Counsels
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Levitt and Sons
LLC and its debtor-affiliates' bankruptcy cases asks the United
States Bankruptcy Court for the Southern District of Florida for
authority to retain Paul J. Battista, Esq., and the law firm
Genovese, Joblove & Battista P.A., as its counsel, nunc pro tunc
to Nov. 29, 2007, the date the services were first rendered.

Alfred D. Strack, chairperson of the Official Committee of
Unsecured Creditors for the Jointly administered Debtors, says
that Genovese and Mr. Battista have substantial experience and
expertise in Chapter 11 cases in Florida and throughout the
United States.

Among other things, Genovese and Mr. Battista will:

   (a) advise the Creditors Committee with respect to its rights,
       powers and duties in the Debtors' Chapter 11 cases;

   (b) assist and advise the Creditors Committee in its
       consultations with the Debtors relative to the
       administration of the Chapter 11 cases;

   (c) assist the Creditors Committee in analyzing the claims of
       the Debtors' creditors and in negotiating with the
       creditors;

   (d) assist the Creditors Committee in its analysis of, and
       negotiations with, the Debtors or any third party
       concerning matters related to, among other things, the
       terms of a plan or plans of reorganization; and

   (e) perform other legal services as may be required and are
       deemed to be in the interests of the Creditors Committee
       in accordance with the committee's powers and duties.

The firm has agreed to cap certain of its hourly rates for
attorneys so that no hourly rate for any attorney working on the
Debtors' Chapter 11 cases will exceed $350.  Subject to the Fee
Cap, Genovese reserves the right to increase its hourly rates in
accordance with its normal and customary business practices.
Genovese's hourly rates are:

               Paul J. Battista             $475
               John H. Genovese             $500
               Heather L. Yonke             $265
               Other attorneys           $195 - $500
               Associate attorneys       $210 - $265
               Legal assistants           $75 - $160

The firm and Mr. Battista do not hold or represent any interest
adverse to the Debtors or their estates on any matters in which
they will be engaged, Mr. Strack assures the Court.

Mr. Strack asserts that Genovese and Mr. Battista are
"disinterested," as the term is defined in Section 101(14) of the
Bankruptcy Code, and has no connection with the Debtors, their
creditors or any other party-in-interest, except as disclosed.

Mr. Battista, an attorney and shareholder with the law firm
Genovese, discloses that the firm is connected with these
entities or cases, but none of which impairs Mr. Battista's or
the firm's disinterestedness or constitutes any conflict of
interest:

    -- the official committee of unsecured creditors of Roadhouse
       Grill, Inc.;

    -- the official committee of unsecured creditors of Epixtar
       Corp., Ameripages, Inc., Liberty Online Service, Inc.,
       National Online Service, Inc., Epixtar Marketing Corp.,
       Voxx Corporation, Inc., Epixtar Communications Corp., and
       Epixtar International Contact Center Group;

    -- Transcapital Financial Corporation;

    -- James S. Feltman, Chapter 11 trustee for the estate of
       Certified HR Services Company, formerly known as The Cura
       Group;

    -- Luxury Ventures, LLC;

    -- Brandon Creek Apartments, Limited and White Oak Brandon
       Creek, Inc.; and

    -- several Chapter 7 trustees in dozens of Chapter 7
       bankruptcy cases pending in the Southern District of
       Florida, the majority of which cases are substantially
       complete.

                      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.


LEVITZ FURNITURE: Panel Gets Partial OK to Retain Cooley Godward
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors in Levitz
Furniture Inc.'s bankruptcy case interim authority to retain
Cooley Godward Kronish LLP as its counsel, nunc pro tunc to
Nov. 16, 2007.

As Committee Counsel, Cooley Godward will:

   (a) attend the meetings of the Committee;

   (b) review financial information furnished by the Debtor to
       the Committee;

   (c) negotiate budget and the use of cash collateral;

   (d) review and investigate the liens of purported secured
       parties;

   (e) confer with the Debtor's management and counsel;

   (f) coordinate efforts to sell assets of the Debtor in a
       manner that maximizes the value for unsecured creditors;

   (g) review the Debtor's schedules, statement of affairs and
       business plan;

   (h) advise the Committee as to the ramifications regarding all
       of the Debtor's activities and motions before the Court;

   (i) file appropriate pleadings on behalf of the Committee;

   (j) review and analyze financial advisor's work product and
       reports to the Committee;

   (k) provide the Committee with legal advice in relation to the
       case;

   (l) prepare various applications and memoranda of law
       submitted to the Court for consideration and handle all
       other matters relating to the representation of the
       Committee that may arise;

   (m) assist the Committee in negotiations with the Debtor and
       other parties in interest on an exit strategy for this
       case; and

   (n) perform other legal services for the Committee as may
       be necessary or proper in the bankruptcy case.

The firm will be paid on an hourly basis in accordance with its
ordinary and customary hourly rates:

   Professional                  Designation     Rate
   ------------                  -----------     ----
   Jay R. Indyke, Esq.           Partner         $680
   Cathy R. Hershcopf, Esq.      Partner         $605
   Nicholas Smithberg, Esq.      Associate       $500
   Jeffrey L. Cohen, Esq.        Associate       $475
   Michael A. Klein, Esq.        Associate       $350
   Brian W. Byun, Esq.           Associate       $265

Jay R. Indyke, Esq., at Cooley Godward Kronish LLP, in New York,
assures the Court that the firm does not hold or represent an
interest adverse to the Debtor and that it is a "disinterested
person" under Section 1010(14) of the Bankruptcy Code.

Douglas Jermyn, Committee chairperson, says that Cooley Godward's
representation of the Levitz II Committee is not simultaneous
with the firm's proposed retention in PLVTZ's bankruptcy case and
it does not create an adverse interest or impugn Cooley Godward's
qualifications as a "disinterested person".

Mr. Indyke discloses that Cooley Godward has in the past
represented and currently provides limited legal services,
completely not related to the Debtor's bankruptcy case, to two
affiliates of General Electric Capital Corporation, GE Aviation
and GE Energy.  GECC is the agent and lender under the Debtor's
prepetition revolving credit facility in the Chapter 11 case.

Mr. Indyke says that to the extent that the Committee should
need to commence any adversary proceeding directly against GECC
the Committee will use other appropriately retained special
counsel to prosecute any adversary proceeding.

The firm can be reached at:

             Cooley Godward Kronish LLP
             The Grace Building
             1114 Avenue of the Americas
             New York, NY 10036-7798
             Tel: (212) 479-6000
             Fax: (212) 479-6275
             http://www.cooley.com/

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules reveal total
assets of $123,842,190 and total liabilities of $76,421,661.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 7, 2008.  (Levitz Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

PLVTZ's balance sheet at Sept. 30. 2007, showed total assets of
$177,883,000 and total liabilities of $152,476,000.


LEVITZ FURNITURE: Committee May Retain J.H. Cohn as Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of PLVTZ Inc., dba
Levitz Furniture Inc., obtained interim approval from the U.S.
Bankruptcy Court for the Southern District of New York to retain
J.H. Cohn LLP, as its financial advisors and forensic accountants
effective as of Nov. 16, 2007.

J.H. Cohn is expected to:

   (1) review the reasonableness of the cash collateral
       arrangement as to its cost to the Debtor and the
       likelihood that the Debtor will be able to comply with the
       terms of the Court's order approving the retention;

   (2) analyze and review key motions to strategic case issues;

   (3) understand the Debtor's corporate structure;

   (4) assess the Debtor's short-term and wind-down budgets;

   (5) establish reporting procedures that will allow for the
       monitoring of the Debtor's sales and wind-down activities;

   (6) develop and evaluate alternative sale strategies;

   (7) prepare dividend analysis to determine potential return to
       unsecured creditors;

   (8) scrutinize proposed sale transactions, including the
       assumption or rejection of executory contracts;

   (9) perform four-wall analysis, if applicable, and lease value
       analysis;

  (10) identify, analyze and investigate transactions with non-
       debtor entities and other parties;

  (11) monitor the Debtor's weekly operating results,
       availability and borrowing base certificates, if
       applicable;

  (12) monitor the sales process and supplement list of potential
       buyers;

  (13) analyze the Debtor's budget to actual results on an
       ongoing basis for reasonableness and cost control;

  (14) communicate findings to the Creditors Committee;

  (15) perform forensic accounting procedures, as directed by the
       Creditors Committee;

  (16) assist the Creditors Committee in negotiating the key
       terms of a Plan of Reorganization or Plan of Liquidation;

  (17) review the nature and origin of other claims asserted
       against the Debtor; and

  (18) render assistance as the Creditors Committee and its
       counsel may deem necessary.

J.H. Cohn will be paid on an hourly basis, and reimbursed for
expenses incurred related to any work undertaken.  The firm's
customary hourly rates are:

          Designation            Rate
          -----------            ----
          Senior Partner         $595
          Partner                $550
          Director               $450
          Senior Manager         $425
          Manager                $410
          Senior Accountant      $300
          Staff                  $220
          Paraprofessional       $140

Clifford A. Zucker, CPA, a member at J.H. Cohn, in Edison, New
Jersey, assures the Court that his firm is a disinterested person
within the meaning of Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

             J.H. Cohn LLP
             1212 Avenue of the Americas, 12th Floor
             New York, NY 10036
             Tel: (212) 297-0400
             Fax: (212) 922-0913
             http://www.jhcohn.com/

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules reveal total
assets of $123,842,190 and total liabilities of $76,421,661.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 7, 2008.  (Levitz Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

PLVTZ's balance sheet at Sept. 30. 2007, showed total assets of
$177,883,000 and total liabilities of $152,476,000.


LEVITZ FURNITURE: HSBC Amends Request to Lift Automatic Stay
------------------------------------------------------------
HSBC Bank Nevada, N.A. amended its request asking the U.S.
Bankruptcy Court for the Southern District of New York to
modify the automatic stay so that it may set off any amounts it
owed to PLVTZ Inc., dba Levitz Furniture Inc., under a Merchant
Agreement by the amounts owed by the Debtor under the Sales Tax
Agreement.

Michael L. Molinaro, Esq., at Loeb & Loeb, in Chicago, Illinois,
discloses that after HSBC Bank filed its original request on
Dec. 3, 2007, it discovered that the Debtor owes more than
$245,000 for refunds that it received from the State of
California.

HSBC Bank already notified the Debtor's counsel its intent to set
off the refunds against amounts it owes to the Debtor under the
Merchant Agreement and to freeze the funding under the agreement
in an amount equal to what is owed to HSBC Bank under the Sales
Tax Agreement.

Mr. Molinaro says the additional request is appropriate since
HSBC Bank has satisfied the requirements for a valid right of
set-off:

   (a) HSBC Bank holds a claim against the Debtor that arose
       prepetition;

   (b) the Debtor's and HSBC Bank's debts are mutual since these
       arise out of the private label credit program between the
       parties; and

   (c) HSBC Bank's claim against the Debtor is enforceable for
       set-off purposes.

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.  The Debtor's schedules reveal total
assets of $123,842,190 and total liabilities of $76,421,661.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 7, 2008.  (Levitz Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

PLVTZ's balance sheet at Sept. 30. 2007, showed total assets of
$177,883,000 and total liabilities of $152,476,000.


LOUISIANA LOCAL: Moody's Holds Low-B Ratings on Subordinate Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings for Louisiana Local
Government Environmental Facilities and Community Development
Authority Multi-Family Housing Revenue Bonds (Baton Rouge
Apartments Pool).  Series 2000A is affirmed at Baa3, Subordinate
Series 2000C affirmed at Ba2, and Junior Subordinate Series 2000D
affirmed at Ba3.  The Senior Series 2000A bonds continue to
maintain MBIA insurance and carry MBIA's current financial
strength rating of Aaa, while the subordinate tranches remain
uninsured.  The rating outlook on all tranches of debt has been
changed to stable from negative.

This rating action is based on review of audited year-end 2006
data and current 2007 operating statements for both Goodwood Place
and Towne Oaks Apartments (the Baton Rouge Apartments).

Legal Security:

  -- The bonds are a special obligation of the Issuer, secured
     by revenue from operations of two affordable housing
     projects.  These projects are unsubsidized and subject to
     certain real estate risks.

  -- The properties (Goodwood Place - 184 units, Towne Oaks -
     96 units) are both located in Baton Rouge, Louisiana.

                           Strengths

* Actual physical occupancy is high at both properties for
  2007.  Economic vacancy is slightly elevated, however, due to
  the introduction of rental increases in 2007 that have not
  yet been absorbed by all units.  As new leases come online in
  2008, these rental increases will take effect, and, according
  to property management, economic vacancy should be much lower
  in the coming year.  Management is currently signing 6 and 12
  month leases only.

* Moody's has consulted various sources, such as the 2006
  Louisiana Health and Population Survey and reports published
  by the Louisiana Family Recovery Corps., to estimate
  continued impact of displaced residents from New Orleans on
  the Baton Rouge housing market.  Moody's has also spoken with
  the property management company, which is responsible for
  management of several multifamily projects in the area.
  Moody's believes, per these resources, that there is enough
  evidence  of under-supply in the Baton Rouge sub-market to
  support strong demand for affordable housing in the near
  term.

* Despite some loss to lease and vacancy allocations, rental
  revenue has grown by approximately 5% between 2006 and 2007.

* The debt service coverage ratio has improved substantially,
  based on comparison of audited 2006 financials and unaudited
  10 month 2007 operating statements.

* Surplus funds have been accumulated over the past year,
  serving as a sizeable cushion for the projects.

                           Challenges

* Housing market data for the Baton Rouge area is not widely
  available, and although Moody's expects demand to be strong
  in the near term, it is difficult to assess longer term
  market trends.  Further, the older build dates of these
  projects may make them more susceptible to any multifamily
  demand downturn.

                            Outlook

The stable outlook reflects Moody's anticipation of continued
strong affordable housing demand in the near term.

               What Could Change the Rating - Up

Several reporting periods that show consistent revenue growth and
continued strong occupancy.

               What Could Change the Rating - Down

Any erosion of current occupancy levels or increases in expenses
that affect debt service coverage.


MACY'S INC: To Close Nine Stores in Six States
----------------------------------------------
Macy's Inc. will be closing nine underperforming Macy's stores in:

    * Washington Square, Indianapolis, IN (152,000 square feet;
      90 employees; opened in 1974);

    * Prien Lake Mall, Lake Charles, LA (116,000 square feet;
      75 employees; opened in 2003);

    * Rolling Acres Mall, Akron, OH (103,000 square feet; 84
      employees; opened in 1978);

    * Canton Centre, Canton, OH (120,000 square feet; 76
      employees; opened in 1968);

    * Randall Park Mall, North Randall, OH (184,000 square feet;
      91 employees; opened in 1976);

    * Crossroads Mall, Oklahoma City, OK (153,000 square feet;
      84 employees; opened in 1986);

    * Valley View Center, Dallas, TX (300,000 square feet; 132
      employees; opened in 1973);

    * Sharpstown Center, Houston, TX (308,000 square feet; 172
      employees; opened in 1961);

    * Family Center at Riverdale, Riverdale, UT (140,000 square
      feet; 95 employees; opened in 2003).

Final clearance sales at those stores will begin on varying
schedules within the next several weeks.

"While the decision to close stores is difficult, it is necessary
that we do so selectively in locations with declining sales and
where we have been unable to identify sufficient growth
opportunities," said Terry J. Lundgren, chairman, president and
chief executive officer of Macy's Inc.  "At the same time, we
continue to open new Macy's store locations in communities where
we believe we can operate successfully."

The company opened 10 new stores and one furniture gallery in
2007.  In 2008, Macy's Inc. expects to open five stores, with an
additional six to eight new locations currently planned for 2009.

Associates displaced by store closings will be offered positions
in nearby stores where possible.  Associates who are laid off in
the process will be provided severance benefits and outplacement
assistance.

                        About Macy's Inc.

Headquartered in Cincinnati and New York, Macy's Inc. (NYSE: M) --
http://www.fds.com/-- is one of the nation's premier retailers,
with fiscal 2006 sales of $27 billion.  The company operates more
than 850 department stores in 45 states, the District of Columbia,
Guam and Puerto Rico under the names of Macy's and Bloomingdale's.
The company also operates macys.com, bloomingdales.com and
Bloomingdale's By Mail.  Prior to June 1, 2007, Macy's Inc. was
known as Federated Department Stores Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Moody's Investors Service affirmed all ratings of Macy's Inc.,
including its long term rating of Baa2, Prime 2 short term
rating, and (P)Ba1 Preferred shelf rating but changed the outlook
to negative from stable.  The change in outlook was prompted by
the continuing negative comparable store sales in the former May
doors, credit metrics that are at the trigger points cited in
Moody's Credit Opinion of Feb. 28, 2007, for a downgrade, and the
uncertain outlook on consumer spending that could further delay
improvement in the former May stores' performance.


MERRILL LYNCH: Moody's Junks Rating on Class B-3 Certificates
-------------------------------------------------------------
Moody's Investors Service downgraded seven certificates issued by
Merrill Lynch Mortgage Investors, Inc. and Specialty Underwriting
and Residential Finance Trust in 2003 and 2004.   All three
transactions are backed by first and second-lien fixed and
adjustable-rate subprime mortgage loans acquired by Specialty
Underwriting and Residential Finance from various originators.

Three tranches from Merrill Lynch Mortgage Investors, Inc. series
2003-BC4 and four tranches from Specialty Underwriting and
Residential Finance Trust series 2004-BC1 and 2004-BC2 are
downgraded because the current credit enhancement provided by
subordination, overcollateralization and excess spread for each
tranche is inconsistent with the current rating compared to the
projected and stressed losses of the underlying pool.  The
stepping down and continuous losses have left the deal with thin
credit enhancement level and made tranches at the bottom of the
capital structure more vulnerable to pool deterioration towards
the tail end of a deal's life.

The complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors, Inc.

                         Downgrade

  -- Series 2003-BC4, Class B-1, Downgraded to Baa3 from Baa1;
  -- Series 2003-BC4, Class B-2, Downgraded to Ba2 from Baa2;
  -- Series 2003-BC4, Class B-3, Downgraded to Ca from Baa3;

Issuer: Specialty Underwriting and Residential Finance Trust

                          Downgrade

  -- Series 2004-BC1, Class B-1, Downgraded to Ba2 from Baa2;
  -- Series 2004-BC1, Class B-2, Downgraded to Caa2 from Baa3;
  -- Series 2004-BC2, Class B-1, Downgraded to B1 from Baa2;
  -- Series 2004-BC2, Class B-2, Downgraded to Ca from Baa3.


MID OCEAN: Weak Credit Quality Prompts Moody's Rating Reviews
-------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade these notes issued by Mid Ocean CBO 2001-1
Ltd.:

Class Description: $215,000,000 Class A-1L Floating Rate Notes due
2036

  -- Prior Rating: Ba2
  -- Current Rating: B1, on review for possible downgrade

Class Description: $50,000,000 Class A-1 6.5563% Notes due 2036

  -- Prior Rating: Ba2
  -- Current Rating: B1, on review for possible downgrade

Moody's also downgraded these notes:

Class Description: $15,000,000 Class A-2L Floating Rate Notes due
2036

  -- Prior Rating: Caa2
  -- Current Rating: Ca

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.


MIGUEL PEREZ: Case Summary & Eight Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Miguel A Colon Perez
         Anabelle Quiles Jimenez
         dba MC Refrigeration
         dba Panaderia San Jose
         Urb Lago Horizonte
         3506 Calle Diamante
         Coto Laurel, PR 00780

Bankruptcy Case No.: 07-07532

Chapter 11 Petition Date: December 21, 2007

Court: District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtors' Counsel: Modesto Bigas Mendez, Esq.
                  Bigas & Bigas
                  P.O. Box 7462
                  Ponce, PR 00732
                  Tel: (787) 844-1444

Estimated Assets: $0 to $10,000

Estimated Debts:  $1 Million to $100 Million

Debtors' list of its Eight Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Banco Popular                                        $1,118,249
P.O. Box 362708
San Juan, PR 00936-2708

Westernbank                                            $759,484
Departamento de Cobros
P.O. Box 1180
Mayaguez, PR 00681-1180

Miguel Anadon Mirabal                                  $617,000
Urb La Rambla
1734 Calle Siervas De Maria
Ponce, PR 00730

Jose Mercado Perez                                     $400,000
c/o Alfonso J. Gomez Roubert
2128 Avenue Las Americas
Ponce, PR 00717

El Bodegon de San Jose Inc                             $115,000

Ford Credit                                             $46,275

Bank of America                                         $24,000

American Express Corp                                   $19,754


MILLER PETROLEUM: Oct. 31 Balance Sheet Upside-Down by $1.5 Mil.
----------------------------------------------------------------
Miller Petroleum Inc.'s consolidated balance sheet at Oct. 31,
2007, showed $4.5 million in total assets, $1.6 million in total
liabilities, and 4.4 million in temporary equity, resulting in a
$1.5 million total stockholders' deficit.

The company's consolidated balance sheet at Oct. 31, 2007, also
showed strained liquidity with $474,423 in total current assets
available to pay $1.3 million in total current liabilities.

The company reported a net loss of $217,081 on total revenue of
$274,504 for the second quarter ended Oct. 31, 2007, compared with
a net loss of $257,518 on total revenue of $381,640 in the
corresponding period in the previous fiscal year.

Oil and gas revenue was $174,264 for the three months ended
Oct. 31, 2007, as compared to $128,683 for the three months ended
Oct. 31, 2006, an increase of $45,581.  This resulted from
changing oil vendors in 2006 such that oil was not collected for
approximately one month, requiring a cessation of production.

Service and drilling revenue was $100,240 for the three months
ended Oct. 31, 2007, as compared to $252,957 for the three months
ended Oct. 31, 2006, a decrease of $152,717.  This resulted from
an decrease in drilling activity due to the litigation with Wind
City.

The cost of service and drilling revenue was $68,519 for the three
months ended Oct. 31, 2007, as compared to $220,013 for the three
months ended Oct. 31, 2006, a decrease of $151,494.  This was due
to the decrease in drilling activities due to the litigation with
Wind City.

Interest expense was $60,779 for the three months ended Oct. 31,
2007, as compared to $6,894 for the three months ended Oct. 31,
2006, an increase of $53,885.  This resulted from the interest on
additional borrowings during 2007.

Gain on sale of equipment was $88,250 for the three months ended
Oct. 31, 2007, as compared to $-0- for the three months ended
Oct. 31, 2006, an increase of $88,250.  This resulted from
equipment sold during the current quarter.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?26a8

                     Going Concern Doubt

Rodefer Moss & Co. PLLC, in Knoxville, Tennessee, expressed
substantial doubt about Miller Petroleum Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended April 30,
2007, and 2006.  The auditing firm reported that the company has
suffered recurring losses from operations, and is facing
litigation with Wind City which might require the company to
redeem 2,900,000 shares of the company's common stock for
approximately $4,350,000, which it currently does not have the
capability of funding.

Management believes that the company will need total additional
financing of approximately $5,000,000 to effect the repurchase and
continue to operate as planned during the six month period
subsequent to Oct. 31, 2007.

Most of the depositions in the arbitration have been completed.
Management is unable to assess the likelihood of an adverse
outcome, or the likely range of damages that might be awarded in
the event of an adverse verdict.

The company is also in default on its note payable for $25,000 to
Delta Producers which fell due last July 20, 2007.

                   About Miller Petroleum

Headquartered in Huntsville, Tennessee, Miller Petroleum Inc.
(OTC BB: MILL.OB) -- http://www.millerpetroleum.com/ -- is
engaged in the exploration, development, production and
acquisition of crude oil and natural gas primarily in eastern
Tennessee.

In December 2005, the company entered into an LLC agreement with
Wind City Oil & Gas LLC to form Wind Mill Oil & Gas LLC.  The
company has a 49.9% interest in Wind Mill and Wind City's interest
is 50.1%.  The LLC only encompasses new drilling projects.


MOVIE GALLERY: Wants Plan Solicitation & Tabulation Protocols OK'd
------------------------------------------------------------------
Movie Gallery Inc. and its debtor subsidiaries ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to approve
their proposed plan solicitation and tabulation procedures.

The Debtors propose to serve the Disclosure Statement and the
Plan in CD-ROM format instead of paper format through the Voting
and Claims Agent, 28 days before the Voting Deadline.

The Debtors ask the Court to establish 4:00 p.m., Pacific Time on
the date that is approximately 10 calendar days before the
Confirmation Hearing, as the Voting Deadline.

The Debtors request that the Court establish Jan. 29, 2008, as the
Voting Record Date for determining:

   (a) the holders of claims, including holders of bonds,
       debentures, notes and other securities, that are
       entitled to receive the Solicitation Package;

   (b) the claimholders that are entitled to vote to accept the
       Plan;

   (c) whether claims have been properly assigned or
       transferred to an assignee pursuant so that the Assignee
       can vote; and

   (d) the holders of 11% Senior Notes allowed to participate
       in the Rights Offering.

                       Form of Ballots

The ballots, substantially based on Official Form  No. 14 and
modified to include certain additional appropriate and relevant
information for the Voting Class, will be distributed to Holders
of Claims in Classes 3, 4, 5, 6, 7A, 7B, 7C, 7D, 7E and 7F.

Certain Nominees, including brokerage firms and banks who hold
relevant Securities rather than the Beneficial Holders, will
receive solicitation packages.  The Master Ballots will also be
distributed to the Nominees and tabulated by the Securities
Voting Agent.

The Confirmation Hearing Notice will state the Voting Deadline.

                      Tabulation Procedures

Regarding general ballots, the Debtors propose that:

   (a) untimely filed ballot or master ballot will be deemed as
       invalid;

   (b) the Debtors' Voting and Claims or the Securities Voting
       Agent, as applicable, will (i) date and time-stamp all
       Ballots and Master Ballots when received, and (ii)
       retain the original ballots and master ballots and an
       electronic copy of the same for a period of one year
       after the Plan confirmation, unless otherwise ordered by
       the Court;

   (c) delivery of a ballot or master ballot to the Debtors'
       Voting Agents, by facsimile, e-mail or any other
       electronic means will not be valid;

   (d) the Debtors will file the Voting Report with the Court
       no later than five days prior to the Confirmation
       Hearing;

   (e) in case of multiple ballots or master ballots received
       from the same claimholder with respect to the same
       claim, the last ballot or master ballot will supersede
       and revoke those that were earlier received;

   (f) a ballot or a master ballot that partially rejects and
       partially accepts the Plan will not be counted;

   (g) in the event a designation for lack of good faith is
       requested by a party-in-interest, the Court will
       determine whether any vote to accept and reject the Plan
       will be counted;

   (h) a claim that has been estimated or otherwise Allowed for
       voting purposes by a Court Order, will be temporarily
       Allowed for voting purposes only and not for purposes of
       allowance or distribution;

   (i) ballots and master ballots will not be counted if they:

       -- are illegible or contain insufficient information to
          permit the identification of the Holder of the Claim;

       -- are cast by an entity that does not hold a Claim
          Voting Class;

       -- are cast for a contingent, unliquidated or disputed
          Claim, or for which the applicable Bar Date has
          passed and no Claim was timely filed;

       -- are unsigned;

       -- are not marked to accept or reject, or marked both to
          accept and reject the Plan; and

       -- are submitted by any entity not entitled to vote
          pursuant to the Procedures.

The rules with respect to the tabulation of master ballots and
ballots cast by Nominees and Beneficial Holders include:

   (a) Votes cast by Beneficial Holders through Nominees will
       be applied to the their positions held in Classes 6 and
       7E as of the  Record Date.  Votes submitted by a
       Nominee, whether pursuant to a master ballot or
       prevalidated Ballot, will not be counted in excess of
       the amount of the Securities;

   (b) discrepancies with respect to conflicting votes or
       "over-votes" will be reconciled by the Debtors with the
       Nominees; and

   (c) To the extent of the Nominee's position in Classes 6 and
       7E, over-votes on a master ballot or prevalidated ballot
       that are not reconciled prior to the preparation of the
       vote certification, will be applied in the same
       proportion as the votes to accept and to reject the
       Plan.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors' exclusive plan filing period expires on
Feb. 13, 2008.  (Movie Gallery Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


MOVIE HOLDINGS: Weak Operation Prompts S&P to Cut Rating to B-
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Toronto-
based 6811540 Canada Inc. (Movie Holdings, formerly known as
Motion Picture Distribution FinCo), including the corporate credit
rating to 'B-' from 'B', and placed them on CreditWatch with
negative implications.  The bank loan recovery ratings remain
unchanged.

S&P's rating action was based on the company's pro forma
performance for the full third quarter ended Sept. 30, 2007.
"While revenue declined in the quarter compared with the same
period last year, reported EBITDA was substantially below our
expectations," said Standard & Poor's credit analyst Lori Harris.
Pro forma debt to EBITDA will be much higher than the original
estimate of almost 6x for 2007.

Movie Holdings is a new company formed on Aug. 15, 2007, to enable
sponsors GS Capital Partners VI LP, a private equity affiliate of
New York-based Goldman, Sachs & Co. and Toronto-based EdgeStone
Capital Partners, to acquire the Movie Distribution Income Fund.

The ratings on Movie Holdings reflect its high financial risk
profile resulting from the leveraged acquisition, weak operating
performance in the past couple of years, lack of business
diversity, and customer concentration.  In addition, the company
has poor earnings visibility because of the uncertainty
surrounding the success of the motion picture slate in any given
year.  The company's solid market position in the distribution of
motion pictures and television programs in Canada only slightly
offsets these factors.

In resolving its CreditWatch listing, Standard & Poor's will meet
with management and review Movie Holdings' operating and financial
strategies.


NASDAQ STOCK: Thomas Stemberg Leaves Board Effective December 31
----------------------------------------------------------------
Thomas G. Stemberg, managing general partner of the Highland
Consumer Fund and former Chairman of Staples, tendered his
resignation from The Nasdaq Stock Market Inc.'s Board of
Directors, effective Dec. 31, 2007.

"Tom embodies the pioneering spirit that NASDAQ is known for,
first through the founding of a company that defined the office
products industry, and now by helping others to bring new and
innovative businesses to market," Bob Greifeld, President and
Chief Executive Officer of The Nasdaq Stock Market, Inc. said.
"NASDAQ is lucky to have been the beneficiary of Tom's unique
insight into product innovation and his deep understanding of how
to build successful and enduring companies."

Mr. Stemberg pioneered the office superstore industry when he
opened the first Staples store in 1986.  Mr. Stemberg served as
CEO for 16 years and Chairman for three additional years.  He
propelled Staples' business growth through store expansion
programs, a delivered office products business, growing
international presence, and award-winning e-commerce operations.

Mr. Stemberg also founded Olly Shoes, a children's shoe retailer.
In addition, he serves on the boards of two NASDAQ-listed
companies, Lululemon Athletica (Nasdaq:LULU), and PetSmart
(Nasdaq:PETM).

Headquartered in New York City, The Nasdaq Stock Market Inc.
(Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is an electronic
equity securities market in the United States with about 3,200
companies.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 24, 2007,
Moody's Investors Service placed the Ba3 corporate family rating
of Nasdaq Stock Market Inc. on review for upgrade.

On Sept. 20, 2007, Standard & Poor's Rating Services assigned BB
long-term foreign and local issuer credit ratings to Nasdaq Stock
Market Inc.


NEUMANN HOMES: Court Approves Paul Hastings as Committee's Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Neumann Homes
Inc. and its debtor-affiliates' bankruptcy cases obtained
authority from the United States Bankruptcy Court for the Northern
District of Illinois to retain Paul, Hastings, Janofsky & Walker
LLP as its counsel, nunc pro tunc to Nov. 7, 2007.

As reported in the Troubled Company Reporter on Dec. 12, 2007,
the Creditors Committee selected Paul Hastings because of its
expertise on bankruptcy and restructuring, finance, labor and
employment, litigation, real estate, among others.

As the Creditors Committee's counsel, the firm will:

   (a) advise the Creditors Committee concerning its rights,
       powers and duties under Section 1103 of the Bankruptcy
       Code;

   (b) give advice concerning the administration of the
       Debtors' Chapter 11 cases;

   (c) advise the Creditors Committee concerning any efforts by
       the Debtors or other parties to collect and recover
       property beneficial to the estates;

   (d) give counsel in connection with the formulation,
       negotiation, and confirmation of a plan or plans of
       reorganization or liquidation and related documents;

   (e) review the nature, validity, and priority of liens
       asserted against the Debtors' property and advise the
       Creditors Committee concerning the liens' enforceability;

   (f) investigate, if necessary, any actions pursuant to
       Sections 542-550 and 553 of the Bankruptcy Code;

   (g) prepare legal documents, review financial and other
       reports filed in the cases on behalf of the Creditors
       Committee;

   (h) give advice concerning, and prepare responses to, motions,
       applications, notices, among others, that may be filed in
       the cases;

   (i) advise and assist the Creditors Committee in connection
       with the disposition of the bankruptcy estates' property;

   (j) advise and assist the Creditors Committee concerning
       proposed executory contract and unexpired lease
       assumptions, assumptions and assignments, and rejections;

   (k) assist in claims analysis and resolution matters;

   (l) commence and conduct litigation necessary to assert rights
       on behalf of the Creditors Committee; and

   (m) perform other legal services.

Paul Hastings will be paid on an hourly basis, plus reimbursement
of out-of-pocket expenses incurred related to any work
undertaken.

Paul E. Harner, Esq., at Paul Hastings assures the Court that the
firm does not hold or represent any interest adverse to the
Committee or any other parties-in-interest.  He adds that the
firm is a disinterested person as that phrase is defined in
Section 101(14).

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  When the Debtors filed
for protection against its creditors, they listed assets and debts
of more than $100 million.

(Neumann Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NEUMANN HOMES: Can Sell 36 Trailers to CTPC for $631,208
--------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Illinois authorized Neumann Homes Inc. and its debtor-affiliates
to sell 36 construction trailers for $631,208 to Chicago Trailer
Pool Corporation.

As reported in the Troubled Company Reporter on Dec. 18, 2007,
the construction trailers were previously used by the Debtor-
affiliate Precision Framing Services, LLC, in its manufacturing
business operation.  Thirty-two of the trailers were leased from
Banc of America Leasing & Capital, LLC, while the four others are
owned by the Debtors.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that Banc of America will
receive all proceeds from the sale of the leased trailers while
the Debtors' estates will receive the sale proceeds of the four
other trailers.  The bank also agreed to terminate the leases on
and release all claims asserted against the leased trailers.

Chicago Trailer offered to purchase the leased trailers for
$601,208, and the four others for $30,000, plus sales tax.

Mr. Panagakis said the trailers are no longer necessary for
Precision Framing's or the Debtors' business operations, and the
Debtors are not aware of any party interested in purchasing the
trailers.

According to Mr. Panagakis, neither the buyer for Precision
Framing's assets used in its business operations in Denver,
Colorado, nor the prospective buyers for its business in
Montgomery, Illinois, are interested to purchase the trailers or
continue the lease.

Precision Framing offered to sell its assets for $1,000,000 to
4908 Tower, LLC, a Colorado-based limited liability company.
Since the Petition Date, Precision Framing has been winding down
its business operations and seeking potential buyers.

Mr. Panagakis contended that the proposed sale transaction is
justified.

"The transaction allows the Debtors to realize $30,000 in cash
for the owned trailers that no longer benefit their estates and
eliminate all costs in maintaining the 36 trailers," Mr.
Panagakis points out.  He adds that the sale of the leased
trailers would also eliminate claims of Banc of America.

The Debtors further requested that the pre-confirmation asset
transfer be exempt from stamp and transfer tax, or any other
similar tax.

"Since the consummation of the proposed transfer is critical to
the ultimate consummation of a plan of reorganization in the
Debtors' Chapter 11 cases, the proposed transfer should be
afforded exemption from stamp taxes or similar taxes provided by
Section 1146(a) of the Bankruptcy Code," Mr. Panagakis states.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NORTEL NETWORKS: Settles Patent Dispute With Vonage Holdings
------------------------------------------------------------
Nortel Networks Corp. and Vonage Holdings Corp. have agreed in
principle to end the litigation pending between them.  The
contemplated settlement involves a limited cross license to
three Nortel and three Vonage patents and will not call for any
monetary payments by any party.

Claims relating to past damages and the remaining patents will
be dismissed without prejudice.  The settlement is subject to
final documentation.

"We are pleased to resolve this issue and enter into a
productive relationship with Nortel," said Vonage Chief Legal
Officer Sharon O'Leary.

According to a Bloomberg report cited by the Troubled Company
Reporter on Dec. 21, 2007, Nortel sued Vonage alleging
infringement on 12 patents covering technology used in managing
telephone data.

Bloomberg's report said Nortel's lawsuit came after Vonage sued
Nortel's U.S. unit in August seeking to invalidate three of the
patents, arguing that the patents shouldn't have been issued by
the U.S. Patent and Trademark Office.

Nortel denied the allegations and claimed that Vonage is
violating the three patents and nine others, Bloomberg said.

The Delaware case is Vonage Holdings Corp. v. Nortel Networks
Inc., 07CV507, U.S. District Court, Delaware (Wilmington).

                          About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with over 1.4 million subscriber lines as of
February 8, 2006.  Utilizing its voice over Internet protocol
technology platform, the company offers feature-rich, low-cost
communications services with a call quality comparable to
traditional telephone services.  While customers in the United
States represent over 95% of its subscriber lines, Vonage
continues to expand internationally, having launched its service
in Canada in November 2004, and in the United Kingdom in May
2005.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

                          *     *     *

Nortel Networks Corp. still carries Moody's Investors Service 'B3'
Senior Unsecured Debt rating which was placed on March 22, 2007.


NORTEL NETWORKS: Unit Commences Exchange Offer for 3 Senior Notes
-----------------------------------------------------------------
Nortel Networks Corporation's principal direct operating
subsidiary, Nortel Networks Limited, has commenced offers to
exchange:

   (1) any and all of the U.S.$450,000,000 outstanding principal
       amount of 10.75% Senior Notes due 2016 for an equal amount
       of new 10.75% Senior Notes due 2016;

   (2) any and all of the U.S.$550,000,000 outstanding principal
       amount of 10.125% Senior Notes due 2013 for an equal amount
       of new 10.125% Senior Notes due 2013; and

   (3) any and all of the U.S.$1,000,000,000 outstanding principal
       amount of Floating Rate Senior Notes due 2011 for an equal
       amount of new Floating Rate Senior Notes due 2011.

The outstanding notes are, and the new notes will be, fully and
unconditionally guaranteed by Nortel Networks Corporation and
initially guaranteed by Nortel Networks Inc.

The terms of the new notes are substantially the same as the
original notes, except that the new notes will be registered under
the U.S. Securities Act of 1933, as amended, and the new notes
have no transfer restrictions, rights to additional interest or
registration rights, except for certain restrictions on transfers
of new notes in Canada under applicable Canadian securities laws.
The new notes have not been, and will not be, qualified for
distribution under the securities laws of any province or
territory of Canada except pursuant to available exemptions
therefrom.

A written prospectus providing the terms of each exchange offer
may be obtained through the information agent, which can be
contacted at:

   D.F. King & Co., Inc.
   48 Wall Street
   New York, NY 10005
   Banks and brokers call: (212) 269-5550
   All others call: (800) 659-6590

The exchange offers commenced on Dec. 21 2007, and are scheduled
to expire at 5:00 p.m., New York City time, on Jan. 25, 2008,
unless extended.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

                          *     *     *

Nortel Networks Corp. still carries Moody's Investors Service 'B3'
Senior Unsecured Debt rating which was placed on March 22, 2007.


PANITZ SIGNATURE: Files Chapter 7 After Unsuccessful Auction
------------------------------------------------------------
Panitz Signature Homes LLC filed chapter 7 petition with the U.S.
Bankruptcy Court for the Middle District of Florida on Dec. 18,
2007, after failing to sell residential units at an auction last
May 19, Christian Conte writes for Jacksonville Business Journal.

Panitz shut down business last April due to the slump in the real
estate industry and subsequently auctioned its assets, Business
Journal relates, citing company counsel, Brad Markey, Esq., at
Stutsman Thames & Markey PA.

Ponte Vedra Beach, Florida-based Panitz Signature Homes is a
luxury residential homebuilder in Northeast Florida for 27 years.
It was sold and operated as a Beazer Homes division for nine years
beginning 1994 but was later returned to its custom home building
market by the Panitz Family.  Despite going out of business, the
company ranked 25 on the home builders list in The Business
Journal's 2008 Book of Lists with 80 homes built in 2006 at an
average price of $460,000.  The company filed for chapter 7
bankruptcy on Dec. 18, 2007 (Bankr. M.D. Fla.).  When it filed for
bankruptcy, the Debtor listed $18.4 million in assets and $16.5
million in debts.  Branch Banking & Trust Co. is the Debtor's
major creditor with $3.8 million claim.


PERFORMANCE TRANS: Panel Taps Traxi LLC as Financial Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors for Performance
Transportation Services Inc. and its debtor-affiliates'
Chapter 11 cases seeks authority from the U.S. Bankruptcy Court
for the Western District of New York to employ Traxi LLC as its
financial advisors, nunc pro tunc to Nov. 29, 2007.

The Committee has selected Traxi because Traxi has experience in
providing financial advisory services in Chapter 11 cases and is
familiar with the Debtors' business.

Traxi will assist the Committee in evaluating the Debtors'
businesses during the Chapter 11 cases.  Specifically, Traxi will:

   a) provide financial analysis related to the proposed DIP
      Financing Motion and other "first day" motions including
      assistance in negotiations, attendance at hearings, and
      testimony related to the analysis;

   b) provide financial analysis related to the Debtors'
      proposed 363 Sale including assistance in negotiations,
      attendance at hearings, and testimony related to the
      analysis;

   c) review all financial information prepared by the Debtors
      or their consultants as requested by the Committee
      including, the Debtors' financial statements as of the
      Bankruptcy filing, showing in detail all assets and
      liabilities and priority and secured creditors;

   d) monitor the Debtors' activities regarding cash
      expenditures, receivable collections, asset sales and
      projected cash requirements;

   e) attend meetings including the Committee, the Debtors,
      creditors, their attorneys and consultants, Federal and
      state authorities, if required;

   f) review the Debtors' periodic operating and cash flow
      statements;

   g) review the Debtors' books and records for intercompany
      transactions, related party transactions, potential
      preferences, fraudulent conveyances and other potential
      pre-bankruptcy filing investigations;

   h) undertake any investigation with respect to the pre-
      bankruptcy filing acts, conduct, property, liabilities
      and financial condition of the Debtors, their management,
      creditors including the operation of their businesses,
      and as appropriate, avoidance actions;

   i) review any business plans prepared by the Debtors or
      their consultants;

   j) review and analyze proposed transactions for which the
      Debtors seek Court approval;

   k) assist in a sale process of the Debtors collectively or
      in segments, parts or other delineations, if any;

   1) assist the Committee in developing, evaluation,
      structuring and negotiating the terms and conditions of
      all potential plans of reorganization;

   m) estimate the value of the securities, if any, that may be
      issued to unsecured creditors under any plan;

   n) provide expert testimony on the results of the
      Committee's findings;

   o) analyze potential divestitures of the Debtors'
      operations;

   p) assist the Committee in developing alternative plans
      including contacting potential plan sponsors if
      appropriate; and

   q) provide the Committee with other and further financial
      advisory services with respect to the Debtors, including
      valuation, general restructuring and advice with respect
      to financial, business and economic issues, as may arise
      during the course of the restructuring as requested by
      the Committee.

Perry M. Mandrino, a senior managing director at Traxi, relates
that Traxi will be paid on an hourly basis in accordance with its
ordinary and customary hourly rates.  The professionals' rates
are:

   Professional                        Rate
   ------------                        ----
   Partners/Managing Directors      $450 - $575
   Managers/Directors               $275 - $450
   Associates/Analysts              $125 - $275

Mr. Mandrino assures the Court that his firm 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. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Wants to Hire Reed Smith as Special Counsel
--------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the Western
District of New York to employ Reed Smith LLP as special counsel
in connection with labor union and pension plan matters.

The Debtor related that Reed Smith has extensive experience and
knowledge in the field of debtors' and creditors' rights, labor
union negotiations and pension plan issues in business
reorganizations under Chapter 11.  Reed Smith also served as
special labor counsel to the Debtors in their previous bankruptcy
case.

Reed Smith will:

   a. advise and represent PTS with respect to all issues
      involving or relating to its collective bargaining
      agreements;

   b. advise and represent PTS with respect to issues involving
      or relating to all pension plans, health plans and other
      employee benefits for both active and retired employees;

   c. advise and represent PTS with respect to all issues
      involving or relating to compensation of its hourly and
      salaried workforce; and

   d. perform all necessary or appropriate actions relating to
      the services.

Jeffrey L. Cornish, president and chief executive officer of
Performance Logistics Group, Inc., tells the Court that the
Debtors will pay Reed Smith on an hourly basis in accordance with
its ordinary and customary hourly rates:

     Professional                  Rate
     ------------                  ----
     Paul M. Singer                $675
     William Bevan III             $500
     Jeanne S. Lofgren             $350
     Partners                   $390 - $920
     Associates and Counsel     $260 - $575
     Paralegals                 $125 - $310

Mr. Cornish disclosed that Reed Smith has waived a prepetition
claim for $4,052 against the Debtors.

Paul M. Singer, Esq., at Reed Smith LLP, assured the Court that
neither his firm nor any of its partners or associates, hold or
represent any interest adverse to the Debtors' estate in the
matters on which the firm is to be engaged.  He also asserted that
the firm is a "disinterested person" as that phrase is defined in
Section 101(14) of the Bankruptcy Code.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Court Okays Rothschild Inc. as Financial Advisor
---------------------------------------------------------------
The Hon. Christopher S. Sontchi of the Unites States Bankruptcy
Court for the District of Delaware has approved Pope & Talbot and
its debtor-affilates' employment of Rothschild Inc. as their
financial advisor and investment banker effective as of Nov. 19,
2007.

The Court held that the U.S. Trustee will retain all rights to
object to the Initial Sale Fee, the Completion Fee and any
Financing Fee based on the reasonablenesss standard under Section
330 of the Bankruptcy Code.

The Debtors will indemnify and hold Rothschild, its officers,
employees and agents, harmless except in circumstances of
Rothschild's gross negligence or willful misconduct.

If, before the earlier of (i) the Court's confirmation of a plan
of reorganization, or (ii) the Court's closing of the Debtors'
Chapter 11 proceedings, Rothschild believes that it is entitled
to the payment of any amounts by the Debtors on account of the
Debtors' indemnification, contribution or reimbursement
obligations under the terms of the Rothschild engagement letter,
the Debtors will not pay any amounts to Rothschild unless
approved by the Court.

According to Judge Sontchi, Rothschild will not be entitled to
receive a Financing Fee with respect to:

   -- any financing raised and provided without Rothschild's
      assistance; or

   -- any debt or equity provided by the Debtors' general
      unsecured creditors pursuant to an offering available to
      all or substantially all of the Debtors' impaired general
      unsecured creditors under a plan of reorganization.

As reported in the Troubled Company Reporter on Dec. 3, 2007,
the Debtors selected Rothschild because of its expertise in
investment banking services, including domestic and cross-border
restructuring, and because of the firm's extensive experience
working with companies from various industries in complex
financial restructuring, both out of court and in Chapter
11 cases, and familiarity with the Debtors' business, capital
structure, financial affairs, and related matters.

As their financial advisors, the Debtors expect Rothschild to:

   (a) undertake, in consultation with members of management, a
       comprehensive study and analysis of the Debtors' business,
       operations, liquidity, financial condition and prospects;

   (b) analyze industry trends and the Debtors' strategic
       position with each of its operating segments;

   (c) assist management in the preparation and review of the
       Debtors' financial or business plans, and analyze their
       strategic alternatives;

   (d) analyze liquidity and debt capacity under various
       strategic scenarios;

   (e) analyze and provide a recommendation to management with
       respect to incremental liquidity requirements under
       various strategic scenarios including the sale of certain
       assets;

   (f) assist in the development and execution of a strategy to
       improve the Debtors' short-term liquidity;

   (g) review comparable company and transaction information
       with respect to valuation, capital structure, operating
       efficiency and competitive strategies;

   (h) assist in valuing the Debtors and, as appropriate,
       valuing the Debtors' assets or operations, provided that
       any real estate or fixed asset appraisals will be
       undertaken by outside appraisers, separately retained
       and compensated by the Debtors;

   (i) advise the Debtors as to the availability of new debt or
       equity financing, mergers or acquisitions, and the sale
       or disposition of the Debtors' assets or businesses;

   (j) attend and present material at Board of Directors'
       meetings as requested by the Debtors;

   (k) attend meetings and interact with creditors as requested;

   (l) assist the Debtors and their other professionals in
       preparing for any potential litigation or depositions that
       may arise in connection with the services and provide
       relevant deposition or expert testimony with respect to
       the matters;

   (m) if the Debtors determine to commence Chapter 11 cases in
       order to pursue a transaction, and if requested by the
       Debtors, participate in hearings before the Court in
       which the cases are commenced, and provide testimony on
       matters and issues arising in connection with any
       proposed Plan; and

   (n) render other financial advisory and investment banking
       services as may be agreed upon by the Debtors and
       Rothschild.

Stephen S. Ledoux, a professional at Rothschild, assured the
Court that it is a "disinterested person," as defined in Section
101(14) of the Bankruptcy Code.

                      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).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-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: May Hire FTI to Perform Financial Advisory Services
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has authorized Pope & Talbot Inc. and its debtor-affiliates to
employ FTI Consulting Inc. to perform financial advisory services
for them, effective as of Nov. 19, 2007.

Kelly Beaudin Stapleton, the United States Trustee for Region 3,
attempted to block approval of the Debtors' request, arguing that:

   -- FTI Consulting's evergreen retainer is neither appropriate
      nor reasonable;

   -- the Debtors seek to enforce the Application's arbitration
      clause while it is still pending before the Court; and

   -- the indemnification provisions provide FTI Consulting with
      a liability cap if indemnification does not apply.

William K. Harrington, Esq., trial attorney for the U.S. Trustee,
argued that the use of funds from operations to compensate FTI
Consulting, even though a retainer is held by the firm, provides
a significant drain on the cash flow of the Debtors.

By applying the retainer as an evergreen retainer, FTI Consulting
is taking the unfortunate action of competing for cash flow where
a deficit exists, Mr. Harrington asserted.

The Hon. Christopher S. Sontchi held that FTI Consulting will be
compensated, including with respect to any value-added fee,
pursuant to the standards and procedures set forth in Sections 330
and 331 of the Bankruptcy Code, all applicable Bankruptcy Rules
and Local Bankruptcy Rules for the United States Bankruptcy Court
for the District of Delaware, guidelines established by the Office
of the United States Trustee, and further Court order.

Judge Sontchi permitted the Debtors to indemnify and hold FTI
Consulting, its officers, employees and agents, harmless except
in circumstances of FTI Consulting's gross negligence or willful
misconduct.

If, before the earlier of (i) the Court's confirmation of a plan
of reorganization, or (ii) the Court's closing of the Debtors'
Chapter 11 proceedings, FTI Consulting believes that it is
entitled to the payment of any amounts by the Debtors on account
of the Debtors' indemnification, contribution or reimbursement
obligations under the terms of the FTI Consulting engagement
letter, the Debtors will not pay any amounts to FTI Consulting
unless approved by the Court, Judge Sontchi said.

FTI Consulting reserves the right to file an administrative claim
for any liability not covered by the FTI Consulting Employment
Order, without prejudice to the right of the Debtors and any
other party-in-interest to object to the claim.

As reported in the Troubled Company Reporter on Dec. 4, 2007,
the Debtors engaged FTI Consulting on Sept. 5, 2007, to provide
them with financial advisory and consulting services.

Pursuant to the terms of an engagement letter between the Debtors
and FTI Consulting, dated September 5, FTI Consulting is expected
to, among other things:

   (1) assist the Debtors with information and analyses required
       pursuant to the Debtors' prepetition financing;

   (2) assist with the identification and implementation of
       short-term cash management reporting procedures;

   (3) assist in the preparation of financial information for
       distribution to creditors, including cash receipts and
       disbursement analysis, analysis of various asset and
       liability accounts, and analysis of proposed transaction;

   (4) assist the Debtors in developing and implementing
       strategies to address critical trade suppliers;

   (5) provide assistance with tax planning and compliance issues
       with respect to any proposed restructuring, as well as any
       and all other tax assistance as may be requested from time
       to time;

   (6) assist the Debtors in the valuation of businesses and in
       the preparation of a liquidation valuation for a
       reorganization plan and disclosure purposes;

   (7) advise and assist the Debtors in reviewing executory
       contracts and providing recommendations to assume or
       reject;

   (8) advise and assist the Debtors in their assessment of the
       bonus, incentive and severance plans; and

   (9) advise and assist the Debtors in the process of
       identifying and reviewing DIP financing.

Mr. Stanton related that Scott Rinaldi, a managing director of
FTI Consulting, has been helping to oversee and coordinate the
Debtors' treasury functions due to the vacancy that exists in the
Debtors' treasurer position.

FTI Consulting will be paid on an hourly basis:

   Professional                           Hourly Rate
   ------------                           -----------
   Senior Managing Director               $615 to $675
   Directors I Managing Directors         $450 to $590
   Associates I Consultants               $225 to $420
   Administration I Paraprofessionals      $95 to $180

Dewey Inhoff, senior managing director with FTI Consulting,
assured the Court that his firm is a "disinterested person," as
the term is defined in Section 101(14) of the Bankruptcy Code.

                      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).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-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: Court Approves S. Rives as Special Outside Counsel
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has given permission to Pope & Talbot Inc. and its debtor-
affiliates to employ Stoel Rives LLP as their special outside
counsel on certain non-bankruptcy, corporate advisory matters,
effective as of Nov. 19, 2007.

According to the Hon. Christopher S. Sontchi, the corporate
advisory matters for which Stoel Rives is being retained does not
include representing the Debtors with respect to the negotiation
of the terms of the proposed asset purchase agreement with
International Forest Products Limited for the sale of the Debtors'
wood products business.

As reported in the Troubled Company Reporter Dec. 4, 2007, the
Debtors told the Court that Stoel Rives LLP will advise the
Debtors on a wide variety of corporate advisory matters,
including:

   * general corporate;

   * securities compliance;

   * assisting the Debtors' counsel with non-bankruptcy aspects
     of mergers and acquisitions and financing;

   * employee benefits;

   * labor and employment law issues;

   * certain litigation matters currently pending, including two
     employment matters, two workers' compensation matters, and
     one commercial matter; and

   * environmental matters.

The Debtors will pay for Stoel Rives' services at the firm's
customary hourly rates of $160 to $525 for attorneys, and from
$110 to $220 for para-professionals.   The firm's hourly rates
are subject to adjustment on a periodic basis.

Mr. Stanton also told the Court that the Debtors have provided
Stoel Rives a $75,000 prepetition retainer.  In addition, Stoel
Rives has received approximately $1,268,278 from the Debtors
since Oct. 1, 2006, on account of legal services rendered.

Although Stoel Rives has been paid for all outstanding balances
existing as of the bankruptcy filing, Mr. Stanton clarifies, it is
possible that a modest amount of fees and costs remain
outstanding.  In this event, the firm will file a claim for all
prepetition fees and costs, much of which are likely to relate to
either corporate advisory matters or the preparation of Stoel
Rives' employment application, and all of which would be secured
by and to the extent of the amount of the retainer.

Ruth A. Beyer, Esq., a partner at Stoel Rives, assured the Court
that her firm is a "disinterested person," as the term is defined
in Section 101(14) of the Bankruptcy Code.

                      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).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-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 WORLD: Banks and Sponsors Grant Waivers Until March 31
---------------------------------------------------------------
Quebecor World Inc. has obtained from its banking syndicate and
the sponsors of its North American securitization program waivers
until March 31, 2008, from compliance with certain financial tests
under the relevant agreements in respect of the quarter ended
Dec. 31, 2007, in particular, the maximum Debt-to-EBITDA ratio
of 4.50:1.00.

The waivers are subject to a number of conditions including:

   (1) the company having obtained, on or before Jan. 15, 2008,
       $125 million of new financing; and

   (2) the company delivering, on or before Jan. 31, 2008, a
       "Refinancing Transaction", being comprised of
       commitments or other arrangements satisfactory to the
       company's lenders which would reduce the company's
       current credit facility to $500 million by Feb. 29,
       2008, and further allow the repayment in full of the
       company's current credit facility and the concurrent
       termination of the company's North American
       securitization program on or before June 30, 2008.

In addition, Quebecor World, with the assistance of its
independent financial advisor, continues to actively pursue
financing options and solutions to its liquidity and balance sheet
challenges and to explore various strategic alternatives.

The company is in active discussions with major financial
institutions in respect of financing alternatives that could
satisfy the conditions under the aforementioned waivers, although
no firm commitments have been obtained, and there can be no
assurance that such financing commitments will be obtained.

                    About Quebecor World Inc.

Headquartered in Montreal, Quebec, Quebecor World Inc. (TSX:
IQW)(NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides
market solutions, including marketing and advertising activities,
well as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other printed
media.  It has 127 printing and related facilities located in
North America, Europe, Latin America and Asia.  In the United
States, it has 82 facilities in 30 states, and is engaged in the
printing of books, magazines, directories, retail inserts,
catalogs and direct mail.  In Canada it has 17 facilities in five
provinces, through which it offers a mix of printed products and
related value-added services to the Canadian market and
internationally.  The company is an independent commercial printer
in Europe with 19 facilities, operating in Austria, Belgium,
Finland, France, Spain, Sweden, Switzerland and the United
Kingdom. In March 2007, it sold its facility in Lille, France.
Quebecor World (USA) Inc. is its wholly owned subsidiary.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Standard & Poor's Ratings Services lowered its preferred stock
rating on Quebecor World Inc. two notches to 'C' from 'CCC-'.  The
company's other ratings, including the 'B-' long-term corporate
credit rating, remain unchanged.  All ratings are on CreditWatch
with negative implications, where they were initially placed
Aug. 9, 2007.


QWEST COMMUNICATIONS: Jan Murley Joins Board of Directors
---------------------------------------------------------
Qwest Communications International Inc. elected to its board of
directors Jan L. Murley, a consultant with private equity firm
Kohlberg Kravis Roberts & Co.

Prior to her current role, Ms. Murley was chief executive officer
and a director of The Boyds Collection, Ltd., a KKR portfolio
company, from 2003 to 2006.  The Boyds Collection is a designer
and manufacturer of gifts and collectibles.  Ms. Murley joined
Hallmark Cards, Inc., publisher of greeting cards, in 1999 as
group vice president where she was responsible for North American
marketing, strategy, business development and corporate brand
management.

Prior to joining Hallmark, Ms. Murley was a vice president with
Procter & Gamble.  During her more than 20 years at P&G, she held
a number of marketing and general management positions.

Ms. Murley currently serves as a director of The Clorox Company
and 1-800 Flowers.com.

"I am very pleased to welcome Jan to the Qwest board," Ed Mueller,
Qwest chairman and CEO, said.  "Jan's extensive retail knowledge
and experience building some of the most recognizable consumer
brands will be a tremendous asset to Qwest."

With the appointment of Ms. Murley, the Qwest board stands at 13
directors.

Based in Denver, Colorado, Qwest Communications International Inc.
(NYSE: Q) -- http://www.qwest.com/-- offers a combination of
managed voice and data solutions for businesses, government
agencies and consumers - nationwide and globally.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Fitch Ratings has affirmed Qwest Communications International,
Inc.'s Issuer Default Rating at 'BB'.  Additionally Fitch has
affirmed the IDRs of Qwest's wholly owned subsidiaries including
Qwest Corporation as well as the specific issue ratings.  The
Rating Outlook for Qwest and its subsidiaries remains Stable.


RAINIER CBO: Fitch Lifts Rating on $3.84MM Notes to BBB from B+
---------------------------------------------------------------
Fitch upgrades three classes of notes issued by Rainier CBO I,
Limited.  These rating action is effective immediately:

  -- $16,518,478 class A-4C notes upgraded to 'AA-' from 'BBB';
  -- $10,760,000 class B-1L notes upgraded to 'A' from 'BB-';
  -- $3,840,000 class B-2 notes upgraded to 'BBB' from 'B+'.

Rainier is a collateralized debt obligation which closed
July 18, 2000 and is managed by Centre Pacific LLC.  Rainier is
composed primarily of senior unsecured corporate debt.

The upgrades are a result of amortization, discretionary sales,
and cash accumulation.  The principal collection account balance
of $42.5 million, as of the Nov. 17, 2007 trustee report, is
expected to be directed to the rated notes on the January 2008
payment date.  According to Rainier's governing documents, the
balance of the principal collection account may be invested in
eligible investments maturing no later than the business day prior
to the next payment date and must maintain ratings equivalent to,
or greater than, 'AA-' or 'F1'.  Currently, eligible investments
are invested in 'AAA' rated securities.

The rating of the class A-4C note addresses the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The ratings of
the class B-1L and class B-2 notes address the likelihood that
investors will receive ultimate interest and deferred interest
payments, as per the governing documents, as well as the aggregate
outstanding amount of principal by the stated maturity date.


REGENCY ENERGY: Inks $655 Million Buyout Deal with CDM Resource
---------------------------------------------------------------
Regency Energy Partners LP has executed a definitive agreement to
purchase CDM Resource Management Ltd. for $655 million, subject to
certain adjustments and customary conditions at closing.

Regency expects the CDM acquisition to be immediately accretive to
cash available for distribution.  With the acquisition, Regency
expects to add a growing, complementary fee-based business segment
and gain significant opportunities to realize synergies in its
existing areas of operation.

CDM is also expects to present growth opportunities for Regency in
new regions, including South Louisiana, the Barnett Shale in North
Texas, and the Arkoma Basin in West Arkansas.

"With this acquisition, we are expanding the scale and scope of
our capabilities, securing a stable, fee-based cash-flow stream
and creating a steady source of long-term organic growth
projects," James W. Hunt, chairman, president and chief executive
officer of Regency, said.  "CDM is a service-minded company with
strong core competencies, a unique business model and a strong
team culture.  Led by its current management team, CDM will
operate as a subsidiary of Regency."

CDM is into large horsepower natural gas compression applications
with 82% of its operating fleet represented by compression units
of more than 1,000 horsepower.   After the closing of the deal,
Regency expects to operate more than 700,000 horsepower of
compression.

"CDM has experienced significant growth over the past three years,
expanding its operating compressor fleet from 180,000 to more than
500,000 horsepower today, with an increase in large horsepower
installations with long-term contracts," Randy Dean, president of
CDM, said.  "Regency's leadership and resources complement CDM's
business model and offer additional opportunities for revenue
growth."

"As a subsidiary of Regency, CDM will continue to operate with
the same management team and company culture that has produced
these outstanding results," Mr. Hunt said.  "Jointly, we expect
our two service-oriented cultures to offer our customers greater
opportunities to enhance their bottom line, and thus grow
Regency's business."

Regency will fund the transaction through:

   -- $446 million of bank debt;
   -- $205 million of deferred-pay limited partner units issued
      to the owners of CDM; and
   -- a $4-million capital contribution by the general partner
      of Regency in order for it to maintain its current
      ownership level.

The new Class D units will be issued at a 7.5% discount to the
common units of Regency, and will not participate in four
distribution periods after closing and will thereafter be
converted to common units, on a one-for-one basis.

The units to be issued in the acquisition will be held by CDM
management and affiliates of Riverstone Holdings L.L.C. and The
Carlyle Group.  CDM's management team has agreed to retain their
units for a minimum period of two years and will participate in
Regency's management incentive programs.
Riverstone Holdings L.L.C.'s and The Carlyle Group's units will be
subject to a lock-up agreement for a period of one year.

UBS Investment Bank acted as exclusive financial advisor to
Regency.  Regency expects to complete the CDM transaction in
January of 2008.

               About CDM Resource Management Ltd.

Headquartered in Houston, Texas, CDM Resource Management Ltd. --
http://www.cdmrm.com/-- is a provider of natural gas compression
services.  CDM provides customers with turnkey natural gas
contract compression services and operates approximately 540,000
horsepower of field compression in Texas, Louisiana and Arkansas.
CDM provides customized combinations of natural gas contract
compression services with a modern and efficient compressor fleet.
Natural gas contract compression services include operations and
maintenance service, with what CDM believes to be an industry
leading 98% runtime.  The company uses standardized, modern
equipment, working to create greater operational efficiencies and
lower environmental emissions.

                      About Regency Energy

Headquartered in Dallas, Texas, Regency Energy Partners LP
(Nasdaq: RGNC) -- http://www.regencyenergy.com/-- is a midstream
energy partnership that gathers, processes, markets and transports
natural gas and natural gas liquids.  Regency's general partner is
majority-owned by an affiliate of GE Energy Financial Services, a
unit of GE (NYSE: GE).

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Moody's Investors Service placed Regency Energy Partners LP's
'Ba3' corporate family rating under review for possible downgrade
upon Regency's statement that it had agreed to acquire CDM
Resource Management Ltd. for $655 million.


REMINGTON ARMS: Executes Agreement to Acquire Marlin Firearms
-------------------------------------------------------------
Remington Arms Company Inc. has entered into a definitive
agreement to acquire Marlin Firearms Company Inc.  The transaction
is expected to close by the end of January 2008.  Terms of the
deal for the privately held Martin Firearms were not disclosed.

"I am pleased to disclose that Marlin's well known brands with a
long heritage of providing quality rifles and shotguns to hunters
and shooters around the world will join the Remington family,"
Tommy Millner Remington's CEO, said.  "The opportunity to combine
two historic U.S. based companies with such storied and proud
histories, is both challenging and exhilarating."

"We look forward to working with Bob Behn, a well respected member
of our industry,"  Mr. Millner continued.  "He will remain as
president of Marlin, charting a course of further growth and
operational improvement."

Closing of the transaction is subject to certain customary
conditions, including regulatory approvals.  Credit Suisse acted
as financial advisor to Remington with respect to this
acquisition.

Duff & Phelps Securities LLC, a unit of Duff & Phelps Corporation,
initiated the transaction, assisted in the negotiations and acted
as exclusive financial advisor to Marlin.

"Marlin has been a family run business since 1924 and through a
number of important steps, we have grown it into the company it is
today," Frank Kenna III, Marlin's Chairman, said.  "We knew it was
time to find the right partner for Marlin to ensure our brands
maintain their leadership positions and move into the next
century."

"We believe Remington's commitment to the industry, shooters and
hunters alike, combined with their resources from a manufacturing
and sales and marketing position, will reinforce the confidence,
hard work and dedication that our employees and management have
put into our brands," Mr. Kenna III continued.

"The history of our two companies in innovation and meeting the
needs of hunters and shooters around the globe, combined with the
opportunity to further develop the Remington, Marlin, H&R, NEF and
LC Smith brands, is not only beneficial to the Company and our
channel partners, but especially to our end customer," E. Scott
Blackwell, Remington's president of global sales/
marketing and product development, said.  "It is these customers
and our employees that have contributed to the success and
longevity of these brands."

                About Marlin Firearms Company Inc.

Headquartered in North Haven, Connecticut, Marlin Firearms Company
Inc. -- http://www.marlinfirearms.com/-- produces an array of
lever action, bolt action, and semi-automatic rifles, a wide
variety of break-open single shot shotguns and rifles well as
muzzleloaders and combo sets.  The Marlin Firearms Company's
brands include Marlin, Harrington & Richardson, New England
Firearms and L. C. Smith.  Established in 1870, the company
maintains a manufacturing facility in Gardner, Massachusetts.

                      About Remington Arms

Headquartered in Madison, North Carolina, Remington Arms Company
Inc. -- http://www.remington.com/-- designs, produces and sells
sporting goods products for the hunting and shooting sports
markets, as well as solutions to the military, government and law
enforcement markets.  Founded in 1816 in upstate New York, the
company is one of the nation's oldest continuously operating
manufacturers.  The company is the only U.S. manufacturer of both
firearms and ammunition products and one of the largest domestic
producers of shotguns and rifles.  The Company distributes its
products throughout the U.S. and in over 55 foreign countries.

                        *      *      *

Moody's Investor Service placed Remington Arms Company Inc.'s long
term corporate family and probability of default ratings at 'B2'
in May 2007.  The ratings still hold to date with a stable
outlook.


ROBERT BINDSEIL: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Robert L. Bindseil
        Clara Jo Bindseil
        P.O. Box 433
        1418 Mesquite Street
        Blanco, TX 78606

Bankruptcy Case No.: 07-12410

Chapter 11 Petition Date: December 27, 2007

Court: Western District of Texas (Austin)

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 30 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Robert & Clara Bindseil        $536,725
1419 Mesquite Street
Blanco, TX 78606

Handy Hardware Wholesale, Inc. $113,801
P.O. Box 203419
Houston, TX 77216

Bank of America, N.A.          $95,239
C.C.S.-Small Business/Premier
TX -1-609-06-01
P.O. Box 830632
Dallas, TX 75283-0632

Wells Fargo Business Card      $95,166

Bank of America                $85,085

Chase Bank                     $48,304

Robert Bray                    $39,791

American Express               $37,812

Citi Cards                     $29,033

Jim Fender, Inc.               $24,409

Truserv Corp.                  $14,684

Capital One Bank               $13,981

Alpine Engineered Products,    $12,564
Inc.

Chase M-C                      $10,916

Chase Reader's Digest          $9,838

Meter Loops & Power Poles,     $9,820
Inc.

Buttery Hardware Co.           $6,340

P.P.G. Industries, Inc.        $6,272

Cox Lumber Co.                 $4,803

Headwaters Construction        $4,761

Mildred Sheppard-Jones         $3,235

Key Equipment Finance          $3,004

Home Depot Credit Services     $2,855

Activant                       $2,027

Larsen Supply Co., Inc.        $1,494

Employment Risk                $1,200

Idearc Media Corp.             $819

Ikon Financial Services        $729

Unifirst Holdings, L.P.        $310

Southern Fastening Systems     $708


SCAN INT'L: Blames Bankruptcy on Low Revenue and Lack of Funds
--------------------------------------------------------------
SCAN International Inc. said in documents submitted to the U.S.
Bankruptcy Court for the District of Maryland that it filed for
bankruptcy due to the decline in its revenue, Julekha Dash writes
for the Baltimore Business Journal.

The Debtor told the Court that the lowered revenue prompted Wells
Fargo Bank not to extend loan to SCAN and also hindered SCAN from
buying of furniture needed for reselling, Business Journal
relates, citing court documents.

According to the documents, SCAN's revenues went down to $17
million this year from $25 million two years ago, Business Journal
says.

The Debtor disclosed that its financial problems is partially due
to "the decline in the housing market," Business Journal reveals.

Columbia, Maryland-based S.C.A.N. International Inc. aka S.C.A.N.
Contemporary Furniture -- http://www.scanfurniture.com/-- sells
furniture.  It filed for chapter 11 protection on Dec. 26, 2007
(Bankr. D. M.D. Case No. 07-23153).  Stephen F. Fruin, Esq., at
Whiteford, Taylor & Preston LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million and $100 million.


SCAN INT'L: Court to Hear Wells Fargo DIP Financing Mid-January
---------------------------------------------------------------
The Hon. James F. Schneider of the U.S. Bankruptcy Court for the
District of Maryland is scheduled mid-January to approve SCAN
International Inc.'s request to borrow $1.7 million postpetition
financing from Wells Fargo Business Credit, Tricia Bishop of the
Baltimore Sun reports.

Steven. F. Fruin, Esq., Debtor's counsel, said the Debtor will use
the money to purchase inventory to be sold early this year in an
answer to customer calls, Baltimore Sun says.

Judge Schneider said at a hearing Friday that he will also conduct
a hearing next week on the Debtor's proposal of a liquidation sale
expected to commence February, Baltimore Sun relates.

Columbia, Maryland-based S.C.A.N. International Inc. aka S.C.A.N.
Contemporary Furniture -- http://www.scanfurniture.com/-- sells
furniture.  It filed for chapter 11 protection on Dec. 26, 2007
(Bankr. D. M.D. Case No. 07-23153).  Stephen F. Fruin, Esq., at
Whiteford, Taylor & Preston LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed assets and debts between $1 million and $100 million.


SCO GROUP: Gets Nasdaq Delisting Notice Due to Bankruptcy Filing
----------------------------------------------------------------
The SCO Group, Inc. received a Nasdaq Staff Determination letter
on Dec. 21, 2007, indicating that as a result of having filed for
protection under Chapter 11 of the U.S. Bankruptcy Code, the
Nasdaq Listing Qualifications Panel has determined to delist the
company's securities from the Nasdaq Stock Market and has
suspended trading of the securities effective at the open of
business on Dec. 27, 2007.

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq: SCOX)
fka Caldera International Inc. -- http://www.sco.com/-- provides
software technology for distributed, embedded and network-based
systems, offering SCO OpenServer for small to medium business and
UnixWare for enterprise applications and digital network services.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead Case
No. 07-11337).  Epiq Bankruptcy Solutions, LLC, acts as the
Debtors' claims and noticing agent.  The United States Trustee
failed to form an Official Committee of Unsecured Creditors in
these cases due to insufficient response from creditors.  The
Debtors' exclusive period to file a chapter 11 plan expires on
March 12, 2008.  The Debtors' schedules of assets and liabilities
showed total assets of $9,549,519 and total liabilities of
$3,018,489.


SHILOH INDUSTRIES: Earns $4.3 Mil. in Quarter Ended October 31
--------------------------------------------------------------
Shiloh Industries Inc. reported earnings of $4.3 million in the
fourth quarter ended Oct. 31, 2007, compared to a net loss of
$6.0 million in the year ago fourth quarter.

For the year ended Oct. 31, 2007, the company reported earnings of
$9.5 million compared to fiscal 2006 earnings of $7.1 million.

"Our fiscal year 2007 has been challenging with automotive
industry related decreases in production in response to general
uneasiness of consumer spending patterns," Theodore K. Zampetis,
president and CEO, said.  'The implementation of our capacity
rationalization program along with our alignment of costs to
anticipated customer requirements has helped us to minimize the
effect of reduced production volumes and improve profitability
during the fourth quarter.  We also launched several new programs
during 2007 for Nissan, Chrysler and General Motors and these
programs are on models that are gaining acceptance in the market
place."

"We continue to evaluate our capacity rationalization program to
improve our capital and operational efficiencies. Combined with
our continuous analysis of the markets we serve and seek to
expand, we continue to explore new opportunities," added
Mr. Zampetis.

"During the fiscal year, Shiloh reinvested approximately
$9.3 million in capital to support existing and new customer
programs and improve operational efficiency," Mr. Zampetis
continued.  "At the same time, we were able to repay funds
borrowed for the special dividend of $40.9 million in January 2007
and to further reduce total debt by $8.9 million during the year,
giving us an ending debt balance of $76 million."

"Our focus into 2008 remains on product quality, cost and
delivery," Mr. Zampetis said.  "We are continuing to monitor our
customers' production schedules closely so that we can contain
expenses.  We are also maintaining our focus on working capital
management in order to generate positive cash flow for future
investments and continued debt reduction."

                 Liquidity and Capital Resources

At Oct. 31, 2007, total debt was $75,974 and total equity was
$135,263, resulting in a capitalization rate of 36.0% debt, 64.0%
equity.  Current assets were $140,255 and current liabilities were
$119,240 resulting in working capital of $21,015.

Cash was generated by net income and by expenses charged to
earnings to arrive at net income that do not require a current
outlay of cash amounting to $39,912 in fiscal 2007 compared to
$43,525 in fiscal 2006.  The decrease of $3,613 reflected
increased net income, lower depreciation and amortization, lower
asset impairment charges and a reduction in the net deferred tax
liability position.

Working capital changes since Oct. 31, 2006 have provided funds of
$22,039.  Since Oct. 31, 2006, accounts receivable have decreased
by $2,980.  The decrease in accounts receivable reflect the lower
level of sales during fiscal 2007.

Inventory at Oct. 31, 2007, decreased by $12,299 since the end of
fiscal 2006 and reflected the billing of funds incurred for
customer tooling programs and the adjustment of inventory levels
to current sales demand.

Capital expenditures in fiscal 2007 were $9,262.

At Oct. 31, 2007, the company's balance sheet showed total assets
od $341.11 million, total liabilities of $205.85 million and total
shareholders' equity of $135.26 million.

                     About Shiloh Industries

Headquartered in Valley City, Ohio, Shiloh Industries
(NASDAQ:SHLO) - http://www.shiloh.com/-- is a manufacturer of
first operation blanks, engineered welded blanks, complex
stampings and modular assemblies for the automotive and heavy
truck industries.  The company has 15 wholly owned subsidiaries at
locations in Ohio, Georgia, Michigan, Tennessee and Mexico, and
employs approximately 1,780.

                          *     *     *

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


SOUNDVIEW HOME: Fitch Chips Ratings on Two Cert. Classes to BB
--------------------------------------------------------------
Fitch Ratings has taken these rating actions on Soundview Home
Equity Loan Trust asset-backed certificates.  Affirmations total
$1.94 billion, while downgrades total $154.3 million.  Break Loss
percentages and Loss Coverage Ratios for each class is included
with the rating actions as:

Soundview, series 2007-OPT1
  -- $862.7 million class I-A-1 affirmed at 'AAA'
     (BL: 38.41, LCR: 2.6);

  -- $332.8 million class II-A-1 affirmed at 'AAA'
     (BL: 65.60, LCR: 4.45);

  -- $171.8 million class II-A-2 affirmed at 'AAA'
     (BL: 49.16, LCR: 3.33);

  -- $178 million class II-A-3 affirmed at 'AAA'
     (BL: 40.20, LCR: 2.73);

  -- $62.2 million class II-A-4 affirmed at 'AAA'
     (BL: 38.52, LCR: 2.61);

  -- $104.4 million class M-1 affirmed at 'AA+'
     (BL: 33.62, LCR: 2.28);

  -- $105.6 million class M-2 affirmed at 'AA'
     (BL: 28.68, LCR: 1.94);

  -- $44.1 million class M-3 affirmed at 'AA-'
     (BL: 26.52, LCR: 1.8);

  -- $42.9 million class M-4 affirmed at 'A+'
     (BL: 24.28, LCR: 1.65);

  -- $38.3 million class M-5 affirmed at 'A'
     (BL: 22.21, LCR: 1.51);

  -- $32.5 million class M-6 downgraded to 'BBB+' from 'A-'
     (BL: 20.40, LCR: 1.38);

  -- $27.8 million class M-7 downgraded to 'BBB' from 'BBB+'
     (BL: 18.78, LCR: 1.27);

  -- $13.9 million class M-8 downgraded to 'BBB-' from 'BBB'
     (BL: 17.98, LCR: 1.22);

  -- $44.1 million class M-9 downgraded to 'BB' from 'BBB-'
     (BL: 15.56, LCR: 1.06);

  -- $35.9 million class M-10 downgraded to 'BB' from 'BB+'
     (BL: 14.03, LCR: 0.95).

Deal Summary
  -- Originators: 100% Option One;
  -- 60+ day Delinquency: 8.28%;
  -- Realized Losses to date (% of Original Balance): 0.12%;
  -- Expected Remaining Losses (% of Current Balance): 14.75%;
  -- Cumulative Expected Losses (% of Original Balance):
     14.01%.

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.


SOUTHERN PACIFIC: Fitch Retains Junk Rating on Class B-1F Cert.
---------------------------------------------------------------
Fitch has taken these rating actions on Southern Pacific Secured
Assets Corporation 1997-2 Group 2 transaction:

1997-2 Group 2
  -- Class A affirmed at 'AAA';
  -- Class M-1F affirmed at 'AA';
  -- Class M-2F affirmed at 'A';
  -- Class B-1F remains at 'C/DR6'.

The affirmations, affecting approximately $3.4 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.

The pool factor of the above transaction is 4% and the transaction
is 125 months seasoned.  As of the November 2007 distribution
date, delinquencies are 16.48%, with losses to date of 11.58%.


SOUTHERN STAR: Plans to Wind Down Business Operations
-----------------------------------------------------
Southern Star Mortgage Corp. told the U.S. Bankruptcy Court for
the Eastern District of New York that it is seeking to wind down
operations, The Deal reports.

The Debtor's action is largely due to financial crisis in the
mortgage lending and housing sectors in the U.S., Deal relates.

Deal reveals that the Debtor has operations in New York, New
Jersey, Florida, California, Connecticut, Texas, Pennsylvania,
Massachusetts, Maryland, Illinois and North Carolina.

East Meadow, New York-based Southern Star Mortgage Corp. --
http://www.southernstarmortgage.com/-- is a lender approved by
the U.S. Department of Housing and Urban Development.  The Debtor
filed for chapter 11 bankruptcy on Dec. 21, 2007 (Bankr. E.D. N.Y.
Case No. 07-47023).  Barton Nachamie, Esq., and Jill L. Makower,
Esq., at Todtman, Nachamie, Spizz & Johns PC represent the Debtor
in its restructuring efforts.  When the Debtor filed for
bankruptcy, it listed assets between $10 million and $50 million
and debts between $50 million and $100 million.


SPARTA COMMERCIAL: Oct. 31 Balance Sheet Upside-Down by $3 Million
------------------------------------------------------------------
Sparta Commercial Services Inc.'s consolidated balance sheet at
Oct. 31, 2007, showed $5.6 million in total assets and
$8.6 million in total liabilities, resulting in a $3.0 million
total stockholders' deficit.

The company reported a net loss of $1.2 million on revenue of
$297,303 for the second quarter ended Oct. 31, 2007, compared with
a net loss of $1.7 million on revenue of $219,555 in the same
period last year.

The decrease in net loss was attributable primarily to an increase
in revenue, a decrease in general and administrative expenses and
no charge for warrant liability in the current quarter.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?26a7

                       Going Concern Doubt

RBSM LLP, in New York, expressed substantial doubt about Sparta
Commercial Services Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended April 30, 2007, and 2006.  The auditing firm
pointed to the company's recurring losses from operations.

                     About Sparta Commercial

Headquartered in New York City, Sparta Commercial Services, Inc.
(OTC BB: SRCO.OB) -- http://www.spartacommercial.com/-- is a
nationwide, independent financial services company in the United
States exclusively dedicated to the powersports industry.


SPECIALTY UNDERWRITING: Moody's Junks Ratings on Two Cert. Classes
------------------------------------------------------------------
Moody's Investors Service downgraded seven certificates issued by
Merrill Lynch Mortgage Investors, Inc. and Specialty Underwriting
and Residential Finance Trust in 2003 and 2004.   All three
transactions are backed by first and second-lien fixed and
adjustable-rate subprime mortgage loans acquired by Specialty
Underwriting and Residential Finance from various originators.

Three tranches from Merrill Lynch Mortgage Investors, Inc. series
2003-BC4 and four tranches from Specialty Underwriting and
Residential Finance Trust series 2004-BC1 and 2004-BC2 are
downgraded because the current credit enhancement provided by
subordination, overcollateralization and excess spread for each
tranche is inconsistent with the current rating compared to the
projected and stressed losses of the underlying pool.  The
stepping down and continuous losses have left the deal with thin
credit enhancement level and made tranches at the bottom of the
capital structure more vulnerable to pool deterioration towards
the tail end of a deal's life.

The complete rating actions are:

Issuer: Specialty Underwriting and Residential Finance Trust

                          Downgrade

  -- Series 2004-BC1, Class B-1, Downgraded to Ba2 from Baa2;
  -- Series 2004-BC1, Class B-2, Downgraded to Caa2 from Baa3;
  -- Series 2004-BC2, Class B-1, Downgraded to B1 from Baa2;
  -- Series 2004-BC2, Class B-2, Downgraded to Ca from Baa3.

Issuer: Merrill Lynch Mortgage Investors, Inc.

                         Downgrade

  -- Series 2003-BC4, Class B-1, Downgraded to Baa3 from Baa1;
  -- Series 2003-BC4, Class B-2, Downgraded to Ba2 from Baa2;
  -- Series 2003-BC4, Class B-3, Downgraded to Ca from Baa3.


SR TELECOM: Sells Airstar and SR500 Product Lines to Duons Group
----------------------------------------------------------------
SR Telecom Inc. sold its legacy product lines to Duons Group, a
member company of the Vallee Group, based in Paris, France.  The
deal substantially reduces SR Telecom's expenses and protects the
positions of some 28 employees in Montreal (Quebec), Canada and
Mexico City, Mexico, effective immediately.

The two-fold agreement, which ensures the safeguarding of current
customer needs, allows for Duons to:

  1. purchase the Airstar and SR 500 product lines, as well as
     all collateral assets, including the repair centers located
     in Montreal and Mexico City.  Airstar-related patents remain
     the property of SR Telecom; Duons has been granted a
     royalty-free license for Airstar.

  2. assume the repair function of angel and symmetryONE
     products.

"I am pleased to be able to make this announcement," states SR
Telecom President and CEO Serge Fortin, "as Duon's international
presence mirrors our own and enables them to provide timely
maintenance and repair of Airstar and SR500 products for customers
all over the world.  The added bonus is they are also capable of
developing the products, should customers require it.

"Where symmetryONE is concerned, SR Telecom will be able to
benefit from economies of scale associated with the outsourcing
and, most importantly, reduce waiting times for customers needing
repair services."

Earlier this year, SR Telecom announced it would be disposing of
its legacy product lines, SR 500 and Airstar, to focus on its
WiMAX Forum-certified symmetryMX product line.  During Q2 2007,
the Company issued a call for tenders for the products and
associated business of its legacy line.  That process, which
concluded in September, resulted in the selection of Duons Group.

                            About SR500

SR500 is a point-to-multipoint fixed wireless access system that
enabled users to deliver high-quality voice and data to remote
locations. Developed by SR Telecom and first introduced to the
market in 1987, it was the Company's flagship product for many
years. Traditionally, SR500 was used by two types of customers:
telephone companies who wanted to provide the highest quality
telephone lines to subscribers in primarily rural regions, and;
industrial companies who used the product to provide reliable
voice communications between offices as well as providing a means
to transfer data and provide Supervision Control and Data
Acquisition (SCADA) connections. In either case, SR500 was capable
of carrying voice and data services hundreds of kilometres from
the central exchange to the furthest subscriber. SR500 contributed
a major portion of SR Telecom's revenues until recent years.

                           About Airstar

Airstar is a very high-capacity point-to-multipoint, line-of-sight
system for carrying data traffic.  A Local Multipoint Distribution
Services (LMDS) product, Airstar is primarily used by carriers to
offer data connections (up to several megabits per second) to a
number of customers, generally businesses in an urban area.  In
typical applications, Airstar would transport these services to
subscribers located three to ten kilometres from the data node.
Launched in 1998, Airstar became part of SR Telecom's product
offering in 2003, when the company acquired Netro Corporation.

                         About Duons Group

Duons Group specializes in Engineering, Support and Maintenance,
providing industrial businesses with the services they need for
the design, deployment, maintenance and future-proofing of their
systems.  Duons has been providing everyday systems management
support to small and medium-sized businesses and large
manufacturing groups alike for over a decade.  It is a member of
the Vallee Group since 2003.  Duons serves customers in more than
70 countries from locations in France, Australia and the Americas.
The Duons group currently has more than two hundred employees, 90%
of whom are highly qualified engineers and technicians.

                         About SR Telecom

Headquartered in Quebec, Canada, SR Telecom (TSX: SRX) --
http://www.srtelecom.com/-- delivers broadband wireless access
(BWA) solutions that enable service providers to deploy voice,
Internet and next-generation services in urban, suburban and
remote areas.  The company has offices in Mexico, France and
Thailand.

SR Telecom Inc.'s consolidated balance sheet at June 30, 2007,
showed CDN$83.9 million in total assets and CDN$97.9 million
in total liabilities, resulting in a CDN$14.0 million total
stockholders' deficit.

SR Telecom obtained an order from the Quebec Superior Court to
extend to Feb. 29, 2008, the period of the Court-ordered stay of
proceedings against the company under the Companies' Creditors
Arrangement Act (Canada).  SR Telecom filed for creditor
protection under CCAA on Nov. 19, 2007.


SURPRISE LAKE: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Surprise Lake Enterprises, Inc.
        900 East Meridian, Suite 50
        Milton, WA 98354

Bankruptcy Case No.: 07-44517

Type of Business: The Debtor owns and manages restaurants.

Chapter 11 Petition Date: December 27, 2007

Court: Western District of Washington (Tacoma)

Judge: Philip H. Brandt

Debtor's Counsel: Noel P. Shillito, Esq.
                  Shillito & Giske, P.S.
                  1919 North Pearl Street, Suite C2
                  Tacoma, WA 98406
                  Tel: (253) 572-4388

Estimated Assets:        Less than $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Knutsen Construction Co.                             $2,877,000
P.O. Box 1689
Milton, WA 98354

Internal Revenue Service                             $56,000
Centralized Insolvency
P.O. Box 21126
Philadelphia, PA 19114-0329

W.R.P. Surprise Lake, L.L.C.                         $41,556
P.O. Box 4184
Bellevue, WA 98009-4184

Food Services of America       revolving credit      $20,421

Department of Revenue                                $8,734

Northwest Cascade                                    $3,375

Employment Security                                  $1,577

Department of L.&I.                                  $1,348

Auto-Chlor System              revolving credit      $873

Johnson Distributors                                 $485

Enterprise Information Solut.  revolving credit      $777

Kevin A. Iverson                                     $607

A.S.C.A.P.                     revolving credit      $356

Kidstar, L.L.C.                                      $78

Carbonic Systems, Inc.         revolving credit      $54


UNITED RENTALS: S&P Holds BB- Rating on Terminated Merger Deal
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on United Rentals Inc. and its major operating
subsidiary United Rentals (North America) Inc. and removed all
ratings from CreditWatch with negative implications.  The outlook
is stable.

The action follows the termination by Greenwich, Conn.-based URI
of its previously announced merger agreement with affiliates of
Cerberus Capital Management L.P.  The implications for the
CreditWatch listing was revised to negative on July 24, 2007, when
URI announced that it was to be acquired by Cerberus in a
leveraged buyout. All ratings assigned to the proposed transaction
have been withdrawn.

At the same time, Standard & Poor's raised the rating on the
company's senior secured facilities to 'BB+', two notches above
the corporate credit rating, from 'BB-' due to a considerable
paydown in the term loan since it was issued and the increased
value of the company's fleet.  The recovery rating has been
revised to '1', indicating expectations of very high (90%-100%)
recovery in the event of a payment default, from '2'.  The actions
also reflect Standard & Poor's new recovery rating and issue
notching scale effective June 7, 2007.

"The ratings on URI reflect its weak business risk profile based
on its participation in the cyclical, highly competitive and
fragmented equipment rental sector, as well as its aggressive
financial policy," said Standard & Poor's credit analyst John
Sico.  Somewhat moderating these risks are its
position as the world's largest provider of equipment rentals and
good geographic, product, and customer diversity.  URI is North
America's largest construction equipment rental company, with more
than 690 locations in 48 states, Canada, and Mexico.


VERDE CDO: Moody's Reviews Ba3 Rating on $10 Mil. Class D Notes
---------------------------------------------------------------
Moody's Investors Service placed these notes issued by Verde CDO
Ltd. on review for possible downgrade:

Class Description: $95,000,000 Class A-2 Floating Rate Notes Due
2045

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

Class Description: $25,000,000 Class B Floating Rate Notes Due
2045

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

Class Description: $8,000,000 Class C Floating Rate Deferrable
Notes Due 2045

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

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

Class Description: $10,000,000 Class D Floating Rate Deferrable
Notes Due 2045

  -- Prior Rating: Baa2
  -- Current Rating: Ba3, on review for possible downgrade

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


VONAGE HOLDINGS: Settles Patent Dispute With Nortel Networks
------------------------------------------------------------
Vonage Holdings Corp. and Nortel Networks Corp. have agreed in
principle to end the litigation pending between them.  The
contemplated settlement involves a limited cross license to
three Nortel and three Vonage patents and will not call for any
monetary payments by any party.

Claims relating to past damages and the remaining patents will
be dismissed without prejudice.  The settlement is subject to
final documentation.

"We are pleased to resolve this issue and enter into a
productive relationship with Nortel," said Vonage Chief Legal
Officer Sharon O'Leary.

According to a Bloomberg report cited by the Troubled Company
Reporter on Dec. 21, 2007, Nortel sued Vonage alleging
infringement
on 12 patents covering technology used in managing telephone data.

Bloomberg's report said Nortel's lawsuit came after Vonage sued
Nortel's U.S. unit in August seeking to invalidate three of the
patents, arguing that the patents shouldn't have been issued by
the U.S. Patent and Trademark Office.

Nortel denied the allegations and claimed that Vonage is
violating the three patents and nine others, Bloomberg said.

The Delaware case is Vonage Holdings Corp. v. Nortel Networks
Inc., 07CV507, U.S. District Court, Delaware (Wilmington).

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel does business in more than 150 countries around the world.
Nortel Networks Limited is the principal direct operating
subsidiary of Nortel Networks Corporation.

                          About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with over 1.4 million subscriber lines as of
February 8, 2006.  Utilizing its voice over Internet protocol
technology platform, the company offers feature-rich, low-cost
communications services with a call quality comparable to
traditional telephone services.  While customers in the United
States represent over 95% of its subscriber lines, Vonage
continues to expand internationally, having launched its service
in Canada in November 2004, and in the United Kingdom in May
2005.

                          *     *     *

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.


WCI STEEL: Amends $150 Mil. Credit Pact With Harbinger Capital
--------------------------------------------------------------
WCI Steel Inc. has entered into an agreement to modify its
existing $150 million credit facility with Harbinger Capital
Partners Master Fund I, Ltd.

"We appreciate the support of our largest shareholder to improve
the financial position of WCI Steel," Leonard M. Anthony, WCI
Steel president and chief executive officer, said. "This amendment
provides the company with substantial additional liquidity and the
necessary flexibility as we return to full operations after the
November fire at the blast furnace hydraulic control rooms and
rebuild our working capital."

"We are also pleased to report that the new walking beam
furnace in the hot strip mill is operational," Mr. Anthony added.
"Although we still have challenges ahead of us, I am confident
that with the increased liquidity, the support of Harbinger and
working together with our customers, suppliers and employees, we
can successfully implement solutions to the challenges facing WCI
Steel.  With the assistance provided by the amended financing, we
will be able to ensure a brighter future for WCI Steel."

With this amendment, certain advance limitations under the
agreement will be waived until July 31, 2008, and the company will
be able to utilize its current $150 million facility in the near-
term.  The initial borrowing under the facility will carry an
interest rate of London Interbank Offered Rate plus 5%.

The interest rate on each borrowing in excess of collateral
valuations equals 15 percent, and subsequent to March 31, 2008,
the interest rate on each advance in excess of collateral
valuations increases at the rate of 0.2% each week.

In connection with Harbinger's purchase of interests of the bank
group and the amendment to the credit agreement, the company
issued to Harbinger two- year warrants to purchase common stock
equal to 25% of the company's common stock on an as-converted
basis, after giving effect to the issuance and exercise of the
warrants, at an exercise price of $0.01 per share.

If the credit facility is not repaid by April 1, 2008, the company
will pay Harbinger an extension fee of 75 basis points on the
commitments under the facility.  If the credit facility is not
repaid by May 5, 2008, the company will pay Harbinger an
additional extension fee in the form of a two-year warrant to
purchase additional shares of common stock, at an exercise price
of $0.01 per share.

This warrant will be exercisable for a number of shares such that
all of the warrants in the aggregate would represent the right to
purchase 40% of the company's common stock on an as-converted
basis after giving effect to the issuance and exercise of the
warrants.  The warrants will be transferable and have customary
registration rights.

Under no circumstances will the warrants be exercisable to the
extent that their exercisability would result in a change of
control under the indenture governing the company's 8% senior
secured notes due 2016.  Certain holders of the company's
preferred shares will be given the right to participate as lenders
under the credit agreement and to receive a portion of the fees
payable to Harbinger.

Assuming that all warrants are issued and exercised, the non-
Harbinger common shareholders' ownership will decline from 29.3
percent to 7.7% of the company.

The company expects to post on its website additional information
regarding this transaction by mid-January.

                        About WCI Steel

Headquartered in Warren, Ohio, WCI Steel Inc. (OTC: WCIS.PK) --
http://www.wcisteel.com/-- is an integrated steel maker producing
185 grades of flat-rolled custom and commodity steel products.
Its products include high carbon, alloy, ultra high strength, and
heavy-gauge galvanized steel.  Major customers are steel
converters, processors, service centers, construction product
companies, and to a lesser extent, automobile manufacturers.

WCI Steel filed for chapter 11 protection on Sept. 16, 2003
(Bankr. N.D. Ohio Case No. 03-44662) and emerged from chapter 11
in May 2006, under a plan proposed by 17 Noteholders led by
Harbinger Capital Partners Master Fund I, Ltd., that gave the
Noteholders $100,000,000 in new 8% Secured Notes and more than 98%
in equity of the reorganized steel company.

                          *     *     *

Moody's Investors Service placed WCI Steel Inc.'s bank loan debt
rating at 'B3' and its senior secured debt rating at 'Ca' in May
2003.  The ratings still hold to date with a negative outlook.


* Fitch Says Funding Pressures Likely to Persist Into 2008
----------------------------------------------------------
The severe funding pressures that made for a tumultuous 2007 are
likely to persist into next year, though Fitch Ratings, in a new
report, does not anticipate these funding pressures to have a
direct effect on the credit performance of the U.S. ABCP programs
it rates.

ABCP outstandings plummeted 36% after reaching record highs
(approximately $1.2 trillion) in July, while ABCP spreads to LIBOR
reached historic levels at year-end, with some trades quoted as
200 bps over LIBOR for placement into 2008.

ABCP investors demanded significant premiums for 'over the turn'
financing on certain programs.  While some of that year-end
premium should dissipate some sellers may begin considering using
alternative source of financing, such as direct bank loans, if
ABCP pricing does not stabilize in the near future.  This problem
may be magnified for ABCP programs holding rated securities that
typically pay a LIBOR-based interest rate, such as securities-
backed or hybrid programs and it may be possible for the conduit
to carry negative spreads on these investments.

While these funding pressures may continue to alter the landscape
of the U.S. ABCP market, Fitch believes that the underlying credit
characteristics of the programs it rates will remain stable.


* S&P Completes Review of Oil and Gas Exploration Companies
-----------------------------------------------------------
Standard & Poor's Ratings Services completed its review of U.S.-
based oil and gas exploration companies as a follow-up to its
article dated Nov. 21, 2007, titled "Standard & Poor's Raises Its
Pricing Assumptions Used For Oil & Gas Company Ratings--Again,"
and revised its outlooks on four issuers.

At the time of the article, S&P raised its pricing assumptions for
oil and gas and indicated the potential for subsequent positive
rating actions:

-- S&P identified sub-investment-grade exploration and
    production companies with a meaningful concentration in oil
    as most likely to experience a positive rating action -
    based on both the significant increase in oil prices over
    the past year and the marked change in this near-term oil
    price assumptions compared with those for natural gas.

-- Non-investment-grade companies are most likely to benefit
    from the changes in S&P's price assumptions because S&P
    focuses on liquidity and near-term performance in their
    analysis of companies in this category.

Of the eight issuers S&P identified with these characteristics,
S&P revised the outlook on four and affirmed ratings on the
others.

"We expect profit margins for crude-oil-weighted producers to
remain relatively strong in the near term," said Standard & Poor's
credit analyst Thomas Watters.  "However, increasing operating
costs, which in some cases have eclipsed the rise in energy
prices, could continue to pressure margins."

Moreover, economically attractive reserves are increasingly
difficult to locate, and shareholder-oriented financial policies
are common.

Although S&P believes that hydrocarbon prices are somewhat elastic
and that costs would likely fall along with prices (likely after a
time lag), several factors nonetheless limit further positive
rating actions  for high-yield, oil-weighted producers.  These
include escalating finding and development  costs, limited
geographic diversity, and poor prospects for production growth.

                        Outlook Revisions

Berry Petroleum Co.

S&P revised the outlook on Berry to positive from stable, after
reviewing forecasted credit measures in light of S&P revised crude
oil and natural gas price assumptions.  Strong crude oil prices
during 2007 and the synergistic benefits from the company's
growing natural gas production have helped it
improve operating performance and credit measures.  Also, given
S&P expectations for continued strong crude oil prices, Berry
should generate positive free cash flow in 2008, which could be
used for debt repayment or acquisitions.

Encore Acquisition Co.

S&P revised the outlook on Encore to stable from negative.  The
previous negative outlook had reflected the company's aggressive
debt leverage following the acquisition of properties in early
2007.  Subsequently, high oil prices and proceeds from a
subsequent asset sale and recently completed IPO of an upstream
master limited partnership materially improved Encore's financial
position.  With oil accounting for about three quarters of its
production, strong prices should allow Encore to generate cash
flow in excess of capital spending in 2008 to repay additional
debt and maintain healthy
credit measures.

Clayton Williams Energy Inc.

S&P revised the outlook on Clayton Williams to stable from
negative.  High oil prices have enabled the company to improve its
liquidity position to $100 million as of Sept. 30, 2007, from $40
million on March 15, 2007. Also, with a drilling program geared
more toward crude oil, especially at its Southwestern Royalties
properties, Clayton Williams' near-term operating results should
benefit from the higher success rates of the Southwestern
properties and the more favorable outlook for crude oil prices.
Under longer term pricing assumptions of $45 per barrel of oil
equivalent of crude oil and $5.50
per thousand cubic feet equivalent of natural gas, Clayton
Williams should post adequate financial measures for the rating,
including debt to EBITDA plus exploration expense of about 2.5x
and EBITDAX coverage of interest of about 5.5x.

Venoco Inc.

S&P revised the outlook on Venoco to positive from stable based on
the company's improved operating performance.  More than half of
Venoco's production is weighted toward crude, which should
continue to benefit the company, because S&P expects its
production to grow by more than 15% in 2008 following growth of
more than 20% in 2007.  S&P is likely to raise the ratings during
the first half of 2008, contingent on Venoco's ability to post
reserve additions at competitive F&D costs.  Although Venoco's
current leverage measure of approximately $7 per barrel is
relatively high for the 'B+' rating category, its plans to spend
within cash flow in 2008 and to monetize its
Hastings field in southeastern Texas provide a degree of comfort.

                         No Rating Action

Denbury Resources Inc.

S&P maintains a 'BB' rating and stable outlook on Denbury.   While
the company's projected cash flows and profitability will benefit
from S&P's increased crude oil pricing assumptions, its 2008
capital budget will nonetheless be well in excess of projected
internally generated cash flow.  Leverage measures could rise,
depending on the magnitude of asset dropdowns from Denbury to its
MLP, Genesis Energy L.P.  Denbury's geographical concentration in
Mississippi also pulls ratings downward.

Swift Energy Co.

Although about 60% of Swift's production is oil, the company's
poor internal reserve replacement over the past two years
restrains ratings.  Also, the company announced in December the
sale of its New Zealand assets for a lower price than S&P
anticipated, resulting in less-than-expected proceeds for
reinvestment in core areas.  Barring a meaningful decline in oil
and gas prices, Standard & Poor's would need to see the company
sustain a track record of organic production replacement as a
prerequisite for raising the ratings.

Whiting Petroleum Corp.

Despite oil accounting for nearly two-thirds of Whiting's
production, the rating remains unchanged, largely due to anemic
production growth and erratic F&D costs.  Because of large
development projects at the Postle and North Ward Estes fields,
which S&P does not expect Whiting to complete until 2010 at the
earliest, the company's ability to boost production growth and
replace reserves at competitive F&D costs is questionable in the
near term.

Chaparral Energy Inc.

Despite hedging an average of 77% of crude oil production through
2011 at about $67 per boe (about 45% of total production),
Chaparral's high debt leverage offsets the benefits of S&P's
higher assumed crude oil prices.  Under S&P's long-term pricing
assumptions, the company's financial measures would be weak for
the rating, with debt to EBITDA of more than 4x and EBITDA
coverage of interest of about 3x.  Until Chaparral can repay debt,
likely through an IPO and secondary offering, credit measures are
likely to remain weak relative to its peers'.

                          Ratings List

          Ratings Affirmed; CreditWatch/Outlook Action

                              To               From
                              --               ----

Berry Petroleum Co.
Corporate Credit Rating      BB-/Positive/--  BB-/Stable/--

Encore Acquisition Co.
Corporate Credit Rating      BB-/Stable/--    BB-/Negative/--

Clayton Williams Energy Inc.
Corporate Credit Rating      B/Stable/--      B/Negative/--

Venoco Inc.
Corporate Credit Rating      B/Positive/--    B/Stable/--

                        Ratings Unchanged

Denbury Resources Inc.
Corporate Credit Rating      BB/Stable/--

Swift Energy Co.
Corporate Credit Rating      BB-/Stable/--

Whiting Petroleum Corp.
Corporate Credit Rating      BB-/Stable/--

Chaparral Energy Inc.
Corporate Credit Rating      B/Stable/--


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Jan. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Views from the Bench
         Omni Hotel, New Haven, Connecticut
            Contact: http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed Debt Panel
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      NJTMA Holiday Party
         Iberia Tavern & Restaurant, Newwark, New Jersey
            Contact: 908-575-7333 or www.turnaround.org

Jan. 11, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lenders Panel
         Westin Buckhead, Atlanta, Georgia
            Contact: www.turnaround.org

Jan. 14-15, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      VALCON: Liquidity, LBOs, Risk and Restructurings
         Marriott Harbor Beach Resort & Spa, Fort Lauderdale,
Florida
            Contact: http://www.airacira.org/

Jan. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Dave & Busters, Jacksonville, Florida
            Contact: 561-882-1331 or www.turnaround.org

Jan. 16, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Current Outlook: Workouts, Lending and Turnarounds
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org

Jan. 17, 2008
   BEARD AUDIO CONFERENCES
      Corporate Bankruptcy Bootcamp: Fundamentals of BAPCPA
Proceedings
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

Jan. 17-18, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Diplomat, Hollywood, Florida
            Contact: http://www.abiworld.org/

Jan. 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Winter Warm-up
         Belgo Brasserie, Calgary, Alberta
            Contact: 403-294-4954 or www.turnaround.org

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Finding Money: Int'l Asset Search and
         Recovery Methods for Collecting Judgments
            Centre Club, Tampa, Florida
               Contact: www.turnaround.org

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         The Lime, Tampa, Florida
            Contact: 561-882-1331 or www.turnaround.org

Jan. 29, 2008
   WEST LEGALWORKS
      Southeastern Distressed M&A Summit
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.westlegalworks.com

Jan. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Year 2008 Kick-Off Party
         Oak Hill Country Club, Rochester, New York
            Contact: 716-440-6615 or www.turnaround.org

Jan. 31, 2008
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy: Unwinding the Deal
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or www.turnaround.org

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or www.turnaround.org

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or www.turnaround.org

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow
         Courtyard Marriott, Dania Beach, Florida
            Contact: www.turnaround.org

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Islamorada Fish Company, Dania, Florida
            Contact: 561-882-1331 or www.turnaround.org

Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 25, 2008
   FINANCIAL RESEARCH ASSOCIATES LLC
      Financial Services Mergers & Acquisitions Deals Forum
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         One Eyed Jacks, Orlando, Florida
            Contact: 561-882-1331 or www.turnaround.org

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Feb. 27-28, 2008
   EUROMONEY INSTITUTIONAL INVESTOR
      6th Annual Distressed Investing Forum
         Union League Club, New York, New York
            Contact: http://www.euromoneyplc.com/

Feb. 27 - Mar. 1, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      CTP Courses
         Holland & Knight, Atlanta, Georgia
            Contact: www.turnaround.org/

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or www.turnaround.org

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or www.turnaround.org

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Assignment for Benefit of Creditors
         University Club, Jacksonville, Florida
            Contact: www.turnaround.org

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: www.turnaround.org/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19-21, 2008
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Omni Hotel, San Francisco, California
               Contact: http://www.ali-aba.org/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: www.turnaround.org/

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: www.turnaround.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   China\u2019s New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency \u2013 Widening Controversy: Current
Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers\u2014the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today\u2019s Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, 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 ***