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         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 20, 2007, Vol. 11, No. 301

                             Headlines



ALLIED DEFENSE: Earns $22.3 Million in 3rd Quarter Ended Sept. 30
AMERIQUEST MORTGAGE: Moody's Reviews Ratings on Two Class Certs.
BANC OF AMERICA: S&P Puts Low-B Ratings on Six Class Certificates
CARBIZ INC: Oct. 31 Balance Sheet Upside-Down by $8.7 Million
CETUS ABS: Moody's Junks Ratings on Four Classes of Notes

CHAMPIONS BIOTECH: Posts $145,563 Net Loss in Qtr. Ended Oct. 31
CHERRY CREEK: Moody's Junks Ratings on Two Notes Classes
CELANESE US: S&P Upgrades Corporate Credit Rating to BB from BB-
CHESAPEAKE CORP: S&P Puts BB- Rating Under Negative Watch
CHICAGO H&S: Court Okays Use of Canyon Capital's Cash Collateral

CIENA CORP: Moody's Affirms B2 Rating on $542 Mil. Conv. Debt
CLEAR CHANNEL: Fitch to Cut IDR to B Upon Transaction Closing
CLEAR CHANNEL: Moody's Likely to Cut Corporate Family Rating to B2
CLEAR CHANNEL: S&P Chips Rating on $6.32 Billion Notes to B-
COLEMAN CABLE: Earns $4.0 Million in Third Quarter Ended Sept. 30

CONCHITA SUPERMARKET: Files Schedules of Assets and Liabilities
CORPUS CHRISTI: Court Sets January 18 as Claims Bar Date
CORPUS CHRISTI: Disclosure Statement Hearing Slated for January 30
CROWN CASTLE: S&P Downgrades Corporate Credit Rating to BB-
DAE AVIATION: High Leverage Prompts S&P to Affirm Low-B Ratings

DEAN FOODS: High Leverage Cues Moody's to Lower Rating to B1
DEUTSCHE ALT: S&P Affirms Ratings on 103 Classes
DOLE FOOD: Moody's Places B2 Corp. Family Rating Under Review
DORAL FINANCIAL: Ample Liquidity Cues Moody's to Lift Rating to B1
DR HORTON: Sued by Land Developers for Breach of Contract

DURA AUTOMOTIVE: Resolves Magna Objections to Plan Reorganization
DURA AUTOMOTIVE: Wants to Pay Lenders $358K to Ignore Violations
EDWARD KOHLHEIM: Voluntary Chapter 11 Case Summary
FIELDSTONE MORTGAGE: Fitch Chips Ratings on Three Classes to BB
FIRST MAGNUS: Court Wants Further Revisions to Liquidation Plan

FIRST MAGNUS: Judge Marlar Issues Rulings on Creditors' Objections
FOUNDATION COAL: Moody's Revises Rating Outlook to Negative
FRENCH LICK: Moody's Confirms Caa3 Corporate Family Rating
FTI CONSULTING: S&P Puts BB- Rating Under Positive CreditWatch
GENOA HEALTHCARE: Moody's Affirms B2 Corporate Family Rating

GMAC COMMERCIAL: Fitch Junks Rating on $20 Mil. Class J Certs.
GULEN ENTERPRISES: Files Schedules of Assets and Liabilities
HARTSHORNE CDO: Moody's Junks Ratings on Five Classes of Notes
HASCO: Fitch Junks Ratings on Two Certificate Classes
HIGDON FURNITURE: Gets Interim OK to Use Lender's Cash Collateral

ISONICS CORP: Oct. 31 Balance Sheet Upside-Down by $1.9 Million
LAS VEGAS JOINT: Cash Flow Deficits Cue S&P to Cut Ratings
LB-UBS: S&P Holds Low-B Ratings on Six 2004-C6 Class Certificates
LB-UBS COMMERCIAL: S&P Junks Rating on Class N Certificates
LEARNING CENTER: Moody's Holds Ba2 Rating with Stable Outlook

LIONEL LLC: Disclosure Statement Hearing Set for January [10]
MANOR CARE: Presses Regulators to Decide on Stay Dissolution Issue
MAPCO EXPRESS: Weak Performance Prompts S&P to Downgrade Rating
MEDCATH HOLDINGS: S&P Maintains B+ Corporate Credit Rating
MERIDIAN AUTOMOTIVE: Judge Walrath Re-Opens Chapter 11 Cases

MERRILL LYNCH: S&P Holds Low-B Ratings on Classes H and J Certs.
MILLSTONE IV: Low Credit Quality Cues Moody's to Junk Rating
MKP CBO: Moody's Junks Rating on Class B Senior Secured Notes
MONITOR OIL: Reacts Against Bondholder's Case Dismissal Plea
MORGAN STANLEY: S&P Assigns B Preliminary Ratings

NON-INVASIVE: Posts $221,556 Net Loss in 2nd Qtr. Ended Oct. 31
NOVASTAR MORTGAGE: Fitch Cuts Rating on $25MM Certificates to B
OCTANS III: Two Notes Classes' Ratings Downgraded by Moody's
OLDHAM CONSTRUCTION: Voluntary Chapter 11 Case Summary
ON THE GO: Posts $2.9 Million Net Loss in 2nd Qtr. Ended Oct. 31

PALM INC: Posts $9.6 Million Net Loss in 2nd Qtr. Ended Nov. 30
PARAMOUNT RESOURCES: Posts $82.2 Million Net Loss in Third Quarter
PAUL HARRIS: Judge Lorch Dismisses Chapter 11 Cases
PETRO ACQUISITIONS: Wants to Hire Cohen Todd as Conflicts Counsel
PETRO ACQUISITIONS: Wants to Hire CRG Partners as Sales Advisors

PNC MORTGAGE: Fitch Affirms 'B+' Rating on $5.7 Million Certs.
PRUDENTIAL AMERICANA: Gets Interim Approval to Use Cash Collateral
PRUDENTIAL AMERICANA: Wants Rawlings Olson as Special Counsel
QUEBECOR WORLD: S&P Junks Senior Unsecured Debt's Rating
RASC 2005-KS7: Fitch Lowers Ratings on $9MM Certs. to BB

REDDY ICE: Paying $0.42 Dividend to Jan. 15 Record Stockholders
RESIDENTIAL ASSET: Fitch Holds 'BB+' Rating on $4.9MM Certs.
ROCKBOUND CDO: Moody's Junks Rating on $103 Mil. Class A2 Notes
TEKNI-PLEX: Interest Non-Payment Cues S&P's D Ratings
THORPE INSULATION: Insurers Say Counsel is Not "Disinterested"

TINA TOMARCHIO: Voluntary Chapter 11 Case Summary
TRIBUNE CO: Increase in Leverage Cues Moody's to Cut Rating
TRIBUNE CO: S&P Puts B- Rating on Planned $1.6 Billion Bridge Loan
UNIVERSAL HOSPITAL: Posts $6.9 Million Net Loss in Third Quarter
US SHIPPING: Limited Cash Flow Spurs S&P to Cut Ratings to B-

* Events of Default Prompts S&P's Negative Watch on 39 Classes
* Fitch Says Increased Delinquency Led to Rise of CMBS Late-Pays
* S&P Downgrades Ratings on 156 Tranches from Hybrid CDOs

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



                             *********

ALLIED DEFENSE: Earns $22.3 Million in 3rd Quarter Ended Sept. 30
-----------------------------------------------------------------
The Allied Defense Group Inc. reported net income of $22.3 million
on revenues of $14.4 million for the third quarter ended Sept. 30,
2007, compared with net income of $492,000 on revenues of
$17.3 million in the comparable period in 2006.

This increase in net income was a result of a sale of The VSK
Group in September 2007.  The company recorded a net gain from the
sale of The VSK Group of $29.8 million, and reduced operating loss
from continuing operations of $477,000 despite a goodwill
impairment charge of $1.4 million.  Offsetting those improvements,
the company had a decrease in the net gains recorded from the fair
value of convertible notes and warrants in the same period in the
prior year of $3.1 million and increased net interest expense of
$781,000.

For the three months ended Sept. 30, 2007, Allied reported a net
loss from continuing operations of $8.0 million, compared with
a net loss from continuing operations of $639,000 in the same
period of 2006.

For the nine months ended Sept. 30, 2007, Allied reported a net
loss from continuing operations of $46.4 million on revenues of
$32.3 million, compared to a net loss from continuing operations
of $9.8 million on revenues of $67.7 million, for the same period
in 2006.  The loss from continuing operations for the first nine
months of 2007 includes $10.4 million in non-recurring and
restructuring costs.   

Net loss, including discontinued operations, was $19.7 million,
compared to a net loss, including discontinued operations, of
$8.3 million in the corresponding period last year.

Major General (Ret.) John Marcello, president and chief executive
officer of The Allied Defense Group said, "While we are never
pleased with reporting a loss, substantial operating improvements
have been made over the past six months, and this quarter marks
the turnaround for ADG.  Third quarter revenues and profits are
significantly improved over those of the first and second quarters
and we expect a further meaningful improvement in sales during the
fourth quarter and in 2008 as we begin delivery on several of our
recent large contract wins.  While the company has gone through a
difficult two year period, our restructuring and recapitalization
efforts, as well as our significant backlog of new orders, are
beginning to have a tangible effect on our financial performance.
This trend is expected to continue as we target sustained
profitability.

"After hitting a trough earlier this year, we have been able to
announce a series of positive events for the company, including
the long-awaited receipt of the very substantial contract from our
largest customer, new business development initiatives, and the
divestiture of two non-strategic operating units in support of our
strategy to streamline the company and focus on our core
competencies.  The sale of non-strategic assets has enabled the
company to reduce debt and improve liquidity.  The company has
also committed to sell Titan Dynamics, which we anticipate
accomplishing before the end of the year.

"Looking ahead, we are in the process of defining key
partnerships, developing new products, and tapping new markets in
our remaining business.  We will continue to build on the momentum
of the last few months and implement these promising initiatives
while further exploring our strategic options.  To that end, we
continue to work very closely with our financial advisors and to
evaluate all strategic alternatives for the company in order to
maximize value for our shareholders," concluded Major General
Marcello.

Revenues for the company's Ammunition & Weapons Effects segment  
decreased 19% and 62% from the prior year three and nine month
periods ended Sept. 30, 2006, respectively.  The decreases
resulted primarily from a lower volume of MECAR contracts in
process due to an extended delay in the receipt of new orders from
its largest customer.  

Revenues for the company's Electronic Security segment decreased
10% from both the prior year three month and nine month periods
ended Sept. 30, 2007.  Order volume at NS Microwave was lower as a
result of a lag in follow-on contracts from NSM's largest
customer.  

The loss for the first nine months of 2007 also includes
significant charges related to the company's June 2007 refinancing
transaction, including increased legal and professional fees, an
increase in interest expense, and a loss on the fair value of the
convertible notes.  The company recorded a net loss from the
change in the fair value of the convertible notes and warrants of
$6.7 million and $4.6 million of costs associated with
registration delay payments, the write-off of unamortized debt
issue costs of the March 2006 issuance, and restructuring costs
associated with the refinancing completed in June 2007.  Also, the
loss includes the write down of goodwill and intangible assets of
$1.4 million to Titan.

                     Discontinued Operations

During the third quarter, the company completed the sale of two of
its operating units - SeaSpace Corporation and The VSK Group -
which closed in July and September of 2007, respectively.  The
results of operations, financial position, and cash flows of
SeaSpace and The VSK Group have been reported as discontinued
operations for all periods presented.

The income from discontinued operations for the three months ended
Sept. 30, 2007, was $30.3 million compared to income of
$1.1 million in 2006.  This increase in income was mainly due to
the gain from the sale of The VSK Group in the current period of
$29.8 million.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$154.8 million in total assets, $109.6 million in total
liabilities, and $45.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2676

                Resolution of Note Holder Disputes

In February and March 2007, the company received letters from all
of the holders of the senior subordinated convertible notes issued
in 2006 asserting events of default under the facility.  On or
after March 30, 2007, all four note holders, by separate letter,
provided an additional event of default based on the company's
failure to timely effect the registration of shares of the
company's common stock.  On April 27, 2007, the company was served
notice that Kings Road, one of the note holders, filed suit in the
Southern District of New York seeking payment of the principal
amount, redemption premium and accrued and unpaid interest of not
less than $16.7 million.  As part of its June 19, 2007, agreement
with its note holders to refinance its $30,000,000 convertible
notes, the company and the note holders, at that time, agreed to
full and mutual releases of all alleged wrong doings under the
prior note holder agreement.

                  MECAR Credit Facility Default

In addition, the company has been in default of the loan covenants
with MECAR's credit facility at Sept. 30, 2007. and Dec. 31, 2006,
due to a violation of financial performance covenants.  The
company has obtained a waiver for the year ending Dec. 31, 2006.  
The company will restructure the credit facility and address
MECAR's failure to meet financial covenants over the next few
months.  The company has committed to the banking group that MECAR
will refinance its credit facility, no later than Feb. 28, 2008.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 18, 2007,
BDO Seidman LLP, in Bethesda, Maryland, expressed substantial
doubt about The Allied Defense Group 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 losses from operations in 2006 and 2005.

                      About Allied Defense

Headquartered in Vienna, Va., The Allied Defense Group Inc.
-- (AMEX: ADG) -- http://www.allieddefensegroup.com/-- is a  
diversified international defense and security firm which develops
and produces conventional medium caliber ammunition marketed to
defense departments worldwide; designs, produces and markets
sophisticated microwave security systems; and manufactures
battlefield effects simulators and other training devices for the
military.


AMERIQUEST MORTGAGE: Moody's Reviews Ratings on Two Class Certs.
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
two certificates issued by Ameriquest Mortgage Securities Inc. in
2005.  The actions are based on the analysis of the credit
enhancement provided by subordination, overcollateralization and
excess spread relative to expected losses.  The transactions are
backed by subprime, fixed and adjustable-rate mortgage loans.

Complete rating actions are:

   * Issuer: Ameriquest Mortgage Securities Inc., Series 2005-R2

     -- Class M-10, Placed on Review for Possible Downgrade,
        currently Ba1; and

     -- Class M-11, Placed on Review for Possible Downgrade,
        currently Ba2.


BANC OF AMERICA: S&P Puts Low-B Ratings on Six Class Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Commercial Mortgage Trust 2007-5's
$1.86 billion commercial mortgage pass-through certificates
series 2007-5.
     
The preliminary ratings are based on information as of Dec. 18,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.

Classes A-1, A-2, A-3, A-SB, A-4, A-1A, A-M, and A-J are currently
being offered publicly.  Standard & Poor's analysis of the
portfolio determined that, on a weighted average basis, the pool
has a debt service coverage of 1.18x, a beginning LTV of 113.6%,
and an ending LTV of 107.9%.  The rated final maturity date for
these certificates is February 2051.      
    
                  Preliminary Ratings Assigned
         Banc of America Commercial Mortgage Trust 2007-5                    
               
    
                                            Recommended
     Class    Rating           Amount       Credit Support
     -----    ------           ------       --------------             
     A-1      AAA         $25,000,000           30.000%
     A-2      AAA         $77,000,000           30.000%
     A-3      AAA        $281,000,000           30.000%
     A-SB     AAA         $48,335,000           30.000%
     A-4      AAA        $614,000,000            0.000%
     A-1A     AAA        $257,694,000           30.000%
     A-M      AAA        $186,140,000           20.000%
     A-J      AAA        $139,617,000           12.500%
     XW*      AAA      $1,861,470,583              N/A
     B        AA+         $20,941,000           11.375%
     C        AA          $13,961,000           10.625%
     D        AA-         $20,941,000            9.500%
     E        A+          $18,614,000            8.500%
     F        A           $11,634,000            7.875%
     G        A-          $18,614,000            6.875%
     H        BBB+        $20,941,000            5.750%
     J        BBB         $16,287,000            4.875%
     K        BBB-        $18,614,000            3.875%
     L        BB+         $11,634,000            3.250%
     M        BB           $6,980,000            2.875%
     N        BB-          $4,653,000            2.625%
     O        B+           $6,980,000            2.250%
     P        B            $2,326,000            2.125%
     Q        B-           $4,653,000            1.875%
     S        NR          $34,911,583            0.000%
   
            Interest-only class with a notional amount.
                      N/A -- Not applicable.
                         NR -- Not rated.


CARBIZ INC: Oct. 31 Balance Sheet Upside-Down by $8.7 Million
-------------------------------------------------------------
Carbiz Inc.'s consolidated balance sheet at Oct. 31, 2007, showed
$24.2 million in total assets, $32.7 million in total liabilities,  
and $194,449 in minority interest, resulting in a $8.7 million
total stockholders' deficit.

At Oct. 31, 2007, the company's consolidated balance sheet showed
strained liquidity with $13.9 million in total current assets
available to pay $22.7 million in total current liabilities.

The company reported a net loss of $2.7 million on revenues of
$1.4 million for the third quarter ended Oct. 31, 2007, compared
with a net loss of $3.3 million on revenues of $804,241 in the
same period ended Oct. 31, 2006.  

The increase in revenues was due to an increase of $637,152 in
sales by the company's Carbiz Auto Credit operating unit and a
decrease of $39,211 in sales by the software and consulting
division during the three month period ending Oct. 31, 2007, when
compared to the same period of 2006.

For the three months ended Oct. 31, 2007, operating expenses
increased by $816,204 compared to the same period ended Oct. 31,
2006.  

Interest and other expenses increased by $547,775 for the three
months ended Oc. 31, 2007, compared to the same period ended
Oct. 31, 2006.

Loss on derivative instruments decreased by $2.2 million for the
three months ended Oct. 31, 2007, compared to the same period
ended Oct. 31, 2006.  

                  Acquisition of Calcars AB Inc.
                and Astra Financial Services Inc.

On Oct. 1, 2007, through its newly formed wholly-owned subsidiary,
Carbiz Auto Credit AQ Inc., the company completed the acquisition
of substantially all of the assets of Calcars AB Inc. and Astra
Financial Services Inc., each of which were solely owned by John
Calcott.  Under the terms of the transaction, the company paid
Calcars cash in the amount of approximately $18.6 million and
assumed certain immaterial liabilities of Calcars.  

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?267b

                       Going Concern Doubt

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

                        About Carbiz Inc.

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


CETUS ABS: Moody's Junks Ratings on Four Classes of Notes
---------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Cetus ABS CDO 2006-3, Ltd.  Four of these ratings
were left on review by Moody's for possible further downgrade.  
The notes affected are:

   * Class Description: Up to $757,000,000 Class A-1A Floating
     Rate Senior Secured Variable-Funding Notes Due 2051

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

   * Class Description: $29,000,000 Class S Floating Rate Senior
     Secured Notes Due 2051

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

   * Class Description: $30,000,000 Class A-1B Floating Rate
     Senior Secured Notes Due 2051

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

   * Class Description: $163,000,000 Class A-2 Floating Rate   
     Senior Secured Notes Due 2051

     -- Prior Rating: A2, on review for possible downgrade
     -- Current Rating: Caa3, on review for possible downgrade

   * Class Description: $90,000,000 Class B Floating Rate Secured
     Notes Due 2051

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

   * Class Description: $65,000,000 Class C-1 Floating Rate
     Deferrable Secured Notes Due 2051

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

   * Class Description: $15,500,000 Class X Fixed Rate Deferrable
     Secured Notes Due 2051

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Dec. 7, 2007, of an event of default
caused when the Net Outstanding Portfolio Collateral Balance plus
the MVS Account Excess was less than the sum of the Commitment
Amount plus the Aggregate Outstanding Amount of the Class A-1A
Notes, Class A-1B Notes and Class A-2 Notes, as required under
Section 5.1(h) of the Indenture dated Nov. 28, 2006.

Cetus ABS CDO 2006-3, Ltd is a collateralized debt obligation
backed primarily by a portfolio of RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the amount described above failed to
meet the required level

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

The rating downgrades taken today 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 of
Class A-1A, A-1B, A-2 and S Notes remain on review for possible
downgrade.


CHAMPIONS BIOTECH: Posts $145,563 Net Loss in Qtr. Ended Oct. 31
-----------------------------------------------------------------
Champions Biotechnology Inc. reported a net loss of $145,563 for
the second quarter ended Oct. 31, 2007, compared with a net loss
of $19,568 for the same period ended Oct. 31, 2006.

The company had $0 operating revenues in both comparable periods.  

At Oct. 31, 2007, the company's consolidated balance sheet showed
$1.2 million in total assets, $394,343 in total liabilities, and
$825,227 in total stockholders' equity.

The company's consolidated balance sheet at Oct. 31, 2007, also
showed strained liquidity with $365,919 in total current assets
available to pay $394,343 in total current liabilities.

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?267d

                        Going Concern Doubt

Bagell, Josephs, Levine & Company L.L.C., in Gibbsboro, N.J.,
expressed substantial doubt about Champions Biotechnology 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 net operating losses and large accumulated deficits.  

                  About Champions Biotechnology

Headquartered in Arlington, Virginia, Champions Biotechnology Inc.
(OTC BB: CSBR) is a biotechnology company.  The company has
acquired the patent rights to two compounds with potential for
targeting certain tumors associated with prostate and pancreatic
cancers.  Previously, the company owned and operated the Champions
Sports Bar Restaurant in San Antonio until that business ceased
operations in 2005.


CHERRY CREEK: Moody's Junks Ratings on Two Notes Classes
--------------------------------------------------------
Moody's Investors Service downgraded ratings of three classes of
notes issued by Cherry Creek CDO II, Ltd. and left on review for
possible further downgrade ratings of two of these classes of
notes.  The notes affected by rating action are:

   * Class Description: $57,000,000 Class A1J Senior Secured
     Floating Rate Notes Due 2047

     -- Prior Rating: A3, on review for possible downgrade
     -- Current Rating: Baa1, on review for possible downgrade

   * Class Description: $20,500,000 Class A3 Secured Deferrable
     Interest Floating Rate Notes Due 2047

     -- Prior Rating: Ba3, on review for possible downgrade
     -- Current Rating: Caa2, on review for possible downgrade

   * Class Description: $22,000,000 Class B Mezzanine Secured
     Deferrable Interest Floating Rate Notes Due 2047

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Nov. 14, 2007, of an event of default
caused by a failure of the Senior Credit Test to equal or exceed
100%, as required under Section 5.1(h) of the Indenture dated
March 15, 2007.

Cherry Creek CDO II, Ltd is a collateralized debt obligation
backed primarily by a portfolio of RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Senior Credit Test failed.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The expected losses
of certain tranches may be different, however, depending on the
timing and choice of remedy to be pursued by certain Noteholders.  
Because of this uncertainty, the Class A1J and the Class A3 Notes
remain on review for possible downgrade.


CELANESE US: S&P Upgrades Corporate Credit Rating to BB from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB' from 'BB-' on Celanese US
Holdings LLC (formerly BCP Crystal US Holdings Corp.), a
subsidiary of Celanese Corp.  The outlook is positive.
     
The upgrades incorporate the likelihood that cash flow protection
measures will be sustained at improved levels because of higher
earnings and still favorable industry prospects.  "Moreover,
increasing discretionary funds generation bolsters Celanese's
ability to address acquisitions and capital projects without
harming the revised ratings," said Standard & Poor's credit
analyst Wesley E. Chinn.  At the same time, S&P raised the senior
secured bank loan rating to 'BB+' from 'BB' and affirmed the '2'
recovery rating.
     
The ratings on chemical producer Celanese US Holdings reflect its
still-aggressive debt load, the cyclicality of the company's
businesses, and exposure of operating margins to oil and natural
gas-based raw materials.  A key factor offsetting these weaknesses
is the company's investment-grade business risk profile as an
integrated producer of diverse commodity and industrial chemicals.  
Another offset is the significant internal funds generation that
enhances the flexibility to continue to make bolt-on acquisitions
and capital investments and thus bolster earnings.
     
With annual revenues of about $6.4 billion, Celanese ranks among
the larger and more diversified global chemical businesses.  
Celanese is the No. 1 or No. 2 global producer of products
representing virtually all of its sales and has broad product
diversity, balanced end-market positions, and an earnings base
distributed across North America, Europe, and Asia.  This status
injects a meaningful degree of stability to overall financial
performance.
     
Still, the company's results remain subject to general economic
activity as well as the cyclicality of certain industries it
serves, particularly the automotive, electrical, and construction
industries.  Moreover, Celanese generates about 50% of
consolidated earnings from its acetyls intermediates business,
which consists primarily of products with commodity-like
characteristics.  However, the company's expansion into downstream
products lessens cyclicality compared to producers of mainstream
commodity chemicals.


CHESAPEAKE CORP: S&P Puts BB- Rating Under Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for
Chesapeake Corp., including its 'BB-' corporate credit rating, on
CreditWatch with negative implications.
     
"The CreditWatch listing followed the company's announcement that
operating results for 2007 would be slightly below the 2006
results, as well as below previously issued earnings guidance,"
said Standard & Poor's credit analyst Andy Sookram.
     
The decline results from lower-than-expected sales at Chesapeake's
South African drink business and certain parts of its
pharmaceutical and health care business.  In addition, the company
cited increased start-up costs for a line of alcoholic drink
packaging products and investment at its pharmaceutical and health
care unit.  As a result, credit measures will not improve to a
level more consistent with the rating.
     
"Given this earnings expectation, we believe the potential exists
for the company to violate its bank agreement covenants, including
its minimum interest coverage and maximum leverage ratio," Mr.
Sookram said. "In resolving the CreditWatch listing, we will meet
with management to get an update on recent operating performance
and outlook, along with ongoing compliance under the credit
facility."
     
Richmond, Va.-based Chesapeake manufactures specialty paperboard
and plastic packaging.  The company had adjusted debt outstanding
of $581 million at Sept. 30, 2007.


CHICAGO H&S: Court Okays Use of Canyon Capital's Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave authority to Chicago H&S Hotel Property, LLC to use the cash
collateral of its senior lender Canyon Capital Realty Advisors
LLC.

Chicago H&S purchased a full service hotel in downtown Chicago
called Hotel 71, which acquisition and intended improvement was
backed by a $100 million senior and mezzanine loan with Column
Financial, Inc. as the agent.  In time, the senior loan was
subsequently assigned to Wells Fargo Bank, N.A. as Trustee for
Credit Suisse First Boston Mortgage Securities Corp.  CSFB then
assigned its rights in the senior loan to Canyon Capital Realty
Advisors LLC before the Debtor filed for bankruptcy.  As of the
Debtor's bankruptcy filing, the principal amount of the senior
loan was approximately $95 million.

The Debtor related that the condominium conversion proved to be
improvident and was abruptly halted when the Debtor expended most
of the proceeds of the senior loan that had been set aside for
such purposes.  Both the senior and the mezzanine loans were
declared in default.

The Debtor further said that it filed for bankruptcy in order to
stabilize the property, resolve mechanic lien claims and
facilitate a going concern sale of Hotel 71, since there had been
little progress in the renovation of the hotel.

The Debtor tells the Court that the use of its cash collateral
will allow it to operate as a going concern pending the asset
sale, and thus maximize the value of the estate for all creditors.

In addition, the Court authorized the Debtor to include in its
cash collateral budget the amount of $1,032,424 used to pay its
2006 real property taxes for Cook County, Illinois.

                        About Chicago H&S

Based in Chicago, Illinois, Chicago H&S Hotel Property, LLC, dba
Hotel 71, owns and operates a 40-story, 437 guestroom full service
hotel.  The company filed for Chapter 11 protection on Oct. 29,
2007 (Bankr. N.D. Ill. Case No. 07-20088).  Charles R. Gibbs, Esq.
at Akin Gump Strauus Hauer & Feld LLP, and Daniel A. Zazove, Esq.,
and Jason d. Horwitz, Esq., at Perkins Coie LLP, represent the
Debtor in its restructuring efforts.  The Official Committee of
Unsecured Creditors in the Debtor's case chose Polsinelli Shalton
Flanigan Suelthaus P.C. as their counsel.

The Debtor's schedules reflected total assets of $133,553,529, and
total liabilities of $106,862,713.


CIENA CORP: Moody's Affirms B2 Rating on $542 Mil. Conv. Debt
-------------------------------------------------------------
Moody's Investors Service changed Ciena Corp.'s ratings outlook to
stable from negative and affirmed the company's B2 corporate
family rating.  Additionally, Moody's affirmed the company's B2
senior unsecured rating for the company's $542 million 3.75%
convertible debt due February 2008.  The change in outlook
reflects the company's improved operating performance and cash
generation capabilities as well as the improved positioning of the
company's product portfolio enabling the company to compete in
current optical networking markets.

The market for optical networking equipment sold primarily to
telecom operators has been growing in recent years due to growing
demand for bandwidth.  This demand has originated from multiple
sources including telecom carrier build-out of converged voice,
video and data networks, growing utilization and complexity of
enterprise networks, and anticipated increased multimedia traffic
across mobile wireless networks.  Ciena's product portfolio which
includes next generation core, metro, and access optical
networking capabilities based on the company's FlexSelect
architecture and a commitment to Ethernet functionality has
enabled the company to benefit from this demand.

Ciena's revenues, which had been rebounding since the telecom
collapse in 2002, more than doubled from 2005 to 2007.  For fiscal
2007, the company grew revenues approximately 38%.  The company
reached an inflection point in operational performance in the
second quarter of 2007 by producing positive Moody's adjusted cash
flow from operations of $46 million ending several years of
negative cash from operations.  The company followed this
performance with positive cash flow from operations in the third
quarter and consequently Moody's adjusted free cash flow for last
twelve months as of July 31, 2007 was $56 million.  Although the
company's revenue growth and gross margins may moderate in fiscal
2008 as competitors including Alcatel-Lucent, Nortel, Cisco, and
others continue to vie for the same markets, Ciena is expected to
remain competitive.

Moody's notes that Ciena's cash and short term investments exceed
total debt as of July 31, 2007.  Consequently, the company is
unleveraged on a net debt (debt net of cash balance) basis.  
Additionally, the company is expected to pay down $542 million in
convertible debt due February 2008 which would reduce total debt
levels to $800 million.  Although a large cash balance continues
to be an important ratings driver for Ciena, the company will
become less reliant on cash reserves as it continues to produce
positive cash from operations.

Ciena's B2 corporate family rating reflects the company's growing
presence in next-generation Ethernet-based networking markets,
strong cash position, strong gross margins, and recently improved
cash generating capabilities.  The ratings remain constrained by
the limited diversity of the company's customer base, past
volatility in operating performance, and continued competition
from larger, better capitalized entrenched competitors.

The ratings could face upward pressure if the company produces
sustained revenue growth while maintaining profitability and
positive cash flow from operations.  Alternatively, the ratings
could face downward pressure or the outlook returned to negative
if the company's revenue growth and operating performance decline
significantly.  Additionally, the ratings could be negatively
impacted by debt financed acquisitions or share repurchase
programs.

Headquartered in Linthicum, Maryland, Ciena Corporation is a
leading provider of network solutions to telecommunications
service providers.  The company had revenues of approximately
$780 million for fiscal 2007.


CLEAR CHANNEL: Fitch to Cut IDR to B Upon Transaction Closing
-------------------------------------------------------------
Clear Channel Communications gave greater detail on its pro forma
capital structure post-closing of its going-private transaction.

The filing states that the new secured debt will be granted, among
other things, a first-priority security interests in certain
assets of Clear Channel and the guarantor subsidiaries that will
not require Clear Channel's existing senior notes that remain
outstanding to be equally and ratably secured under the indenture.  
In addition, new secured and unsecured debt are expected to be
guaranteed by each of Clear Channel's existing and future wholly
owned material domestic restricted subsidiaries, subject to
certain exceptions.  Existing notes will not receive any
guarantees from Clear Channel subsidiaries.

These details are in-line with Fitch's Sept. 25, 2007 press
release that stated that the existing Clear Channel indenture does
not appear to limit subsidiary guarantees and that this could
ultimately structurally subordinate existing bondholders behind
any new secured and unsecured financings.  Furthermore, Fitch
stated in that press release that the Limitation on Mortgages
language in the company's existing indenture is only applicable to
Principal Property in the United States.  As defined in the
indenture, Fitch believes Principal Property may exclude FCC
licenses and outdoor permits in the United States, as well as
international assets.  While the language in yesterday's filings
was still vague in what assets will be secured with the new
financings, the company could potentially carve-out these specific
assets in its security packages to the new secured financings.

Upon close of the going-private transaction, Fitch has indicated
they expect to downgrade Clear Channel's IDR to 'B'.  Fitch expect
to rate CCU's bank facility equal to or one notch above the IDR;
new unsecured would be one or two notches below the IDR and
existing senior unsecured could be two to three notches below the
IDR.  The Rating Outlook is expected to be Stable.


CLEAR CHANNEL: Moody's Likely to Cut Corporate Family Rating to B2
------------------------------------------------------------------
Moody's Investors Service stated that it will likely downgrade
Clear Channel Communications, Inc.'s Corporate Family Rating to B2
when its change of control is completed.  On Dec. 17, 2007, Clear
Channel disclosed a tender offer and consent solicitation for its
outstanding 7.65% senior notes due 2010 and its subsidiary, AMFM
Operating Inc. announced a tender offer and consent solicitation
for its 8% senior notes due 2008.

The company also provided additional details, including the
expected collateral and guarantee package, regarding the new debt
financing and the existing senior notes that remain outstanding
after its merger with the private equity group co-led by Thomas H.
Lee Partners, L.P. and Bain Capital Partners, LLC.

While Moody's continues to maintain Clear Channel's ratings under
review for downgrade, the company's pro-forma leverage is expected
to increase substantially as a result of the proposed $19.6
billion acquisition of the company by the private equity group and
the post acquisition company will have significantly weaker credit
metrics.  Assuming the transaction is completed as currently
contemplated, Clear Channel will likely be assigned a Corporate
Family Rating of B2.  The rating on the existing senior notes is
likely to be notched down to Caa1 based on their expected
subordination to the new senior secured debt facilities and the
new senior notes.

Clear Channel Communications, Inc., with its headquarters in San
Antonio, Texas, is a global media and entertainment company
specializing in "gone from home" entertainment and information
services for local communities and premiere opportunities for
advertisers.  The company's businesses include radio, television
and outdoor displays.


CLEAR CHANNEL: S&P Chips Rating on $6.32 Billion Notes to B-
------------------------------------------------------------
Standard & Poor's Rating Services lowered its issue-level ratings
on Clear Channel Communication Inc.'s roughly $6.32 billion of
existing senior unsecured notes to 'B-', two notches below the
corporate credit rating, from 'B+'.  All ratings remain on
CreditWatch with negative implications, where they were originally
placed on Oct. 26, 2007, pending the completion of Clear Channel's
LBO.
      
"The two-notch downgrade is based on the company's disclosure that
following its pending LBO transaction, it will roll over existing
debt on an unsecured basis into the new capital structure, and
structurally subordinate it to proposed new bank debt," explained
Standard & Poor's credit analyst Michael Altberg.
     
The new bank debt will benefit from operating company guarantees.  
Therefore, the downgrade of the existing senior notes reflects the
large amount of priority debt in the capital structure.  This
disclosure accompanied Clear Channel's tender offer for its
outstanding $750 million of 7.65% senior notes due 2010 and its
outstanding $644.9 million of 8% senior notes due 2008 at its AMFM
Operating Inc. subsidiary.
     
The proposed financing for the transaction consists of about
$18.5 billion of new senior secured credit facilities and
$2.6 billion of new senior unsecured notes.  The new senior
secured facilities, as proposed, will be guaranteed by Clear
Channel's immediate parent entity and, more importantly, by its
existing and future wholly owned domestic restricted subsidiaries
that hold FCC licenses and radio stations assets.  The company's
existing senior notes, which are being downgraded, will not have
any guarantees.  The indentures governing the borrower's existing
debt significantly limit the pledge of collateral to the proposed
$18.5 billion senior secured debt.  The amount of debt secured by
collateral from principal properties cannot exceed 15% of
consolidated stockholder equity.  The permitted collateral amount
is not fixed at the closing of the transaction and will fluctuate
in line with changes in stockholders equity.  The existing
bondholders are entitled to equal and ratable security if this
limitation is breached.  S&P understands that the proposed debt
will be structured to avoid breach of this covenant.
     
Revenue and EBITDA increased 5.5% and 4.8%, respectively, for the
third quarter of 2007, as 14% growth in outdoor advertising more
than offset a 1% decline in radio revenue.  Gross balance sheet
debt to EBITDA was 3.1x at Sept. 30, 2007, down from 3.6x at year-
end 2006.  Lease-adjusted total debt (which capitalizes operating
leases and minimum franchise payments associated with
outdoor advertising, and includes third-party debt, guaranteed
letters of credit, and acquisition-related earn-out payments) to
EBIDA was 4.4x.  Pro forma for the proposed merger, S&P expects
the debt to EBITDA to be about 10x.
     
The closing of the merger is still subject to the acquirer's
receipt of FCC approval, which it expects to receive in the first
quarter of 2008.  S&P will continue to monitor developments
surrounding the proposed merger and will review the business and
financial strategies, as well as post-transaction liquidity, in
determining the ultimate corporate credit rating for Clear
Channel.  S&P could further lower issue-level ratings on the
existing debt, depending on how much flexibility is built into the
deal structure.


COLEMAN CABLE: Earns $4.0 Million in Third Quarter Ended Sept. 30
-----------------------------------------------------------------
Coleman Cable Inc. reported net income applicable to common
shareholders of $4.0 million for the third quarter ended Sept. 30,
2007, compared to net income of $9.8 million in the third quarter
of 2006.

Coleman reported revenues for the 2007 third quarter of
$253.5 million compared to revenues of $114.9 million in the same
period of last year, which represents an increase of 120.5%,
primarily due to the addition of Copperfield.  Total pounds
shipped increased 118.5% in the third quarter of 2007 compared to
the prior-year third quarter, also primarily due to the
acquisition of Copperfield.

Gross profit margin for the third quarter of 2007 was 11.5%
compared to 21.1% for the same period of 2006 due primarily to the
Copperfield acquisition.  Copperfield prices its products to earn
a fixed dollar margin per pound of goods sold, which causes
Copperfield's margins to compress in higher copper price
environments.  Gross profit margin was also negatively impacted by
pricing pressures caused by contracting market conditions in a
number of Coleman's segments and factory variances.

Selling, engineering, general and administrative expense for the
2007 third quarter was $11.8 million compared to $9.2 million for
the 2006 third quarter, with the increase resulting primarily from
the Copperfield acquisition and an increase in stock compensation
expense of $1.1 million.

Intangible amortization expense for the 2007 third quarter was
$2.5 million due to the Copperfield acquisition in the second
quarter.

Restructuring charges for the third quarter of 2007 were $53,000
as the result of the planned closure of the company's Siler City,
N.C., facility.  Restructuring charges for the third quarter of
2006 were $891,000 as the result of the planned closure of the
company's Miami Lakes, Fla., facility.

Interest expense, net, for the third quarter of 2007 was
$8.2 million compared to $4.2 million for the same period of 2006,
due primarily to additional expense related to the 2007 Notes and
increased borrowings under the company's revolving line of credit,
both due to the Copperfield acquisition.

Income tax expense was $2.6 million in the 2007 third quarter
compared to $235,000 for the 2006 third quarter.  The increase is
due to the company's change from an S corporation to a C
corporation.

Gary Yetman, president and chief executive officer, said, "In the
third quarter, we again produced record revenues and increased
adjusted EBITDA and adjusted EPS in challenging market conditions.

"Copperfield operations are transitioning well.  Our board
approved the planned Copperfield integration strategy of
streamlining manufacturing operations and reducing costs.  This
plan involves the closure and consolidation of Copperfield
manufacturing and distribution facilities located in Avilla, Ind.,
Nogales, Ariz., and El Paso, Texas, into one modern facility in El
Paso, Texas.  The integration strategy also includes the
realignment of existing Copperfield facilities.

"As the company previously announced last week," continued Yetman,
"the pending acquisition of Woods U.S. and Woods Canada is an
exceptional opportunity to expand our U.S. and Canadian presence,
making Coleman, we believe, a preeminent supplier of assembled
wire and cable products in North America.

"We believe the planned integration of Coleman, Copperfield and
Woods into one company provides significant opportunities to add
value for our shareholders.

"We typically experience softness in the fourth quarter as many of
end markets reduce their inventory stocking levels in conjunction
with the year-end holidays.  Not withstanding, we started the
fourth quarter with strong results in October.  While we continue
to experience inflationary cost pressures from higher material and
fuel costs, we have been successful in offsetting some of these
pressures by the implementation of our cost reduction initiatives.
However, the recent, significant downturn in copper prices and
fluctuating market demands could potentially have a negative
impact on our fourth quarter revenues and profitability.  With
these factors in mind, we are projecting fourth-quarter revenues
between $220 million and $240 million and adjusted EBITDA in a
range of $17 million to $21 million."

Net sales for the nine months of 2007 were $609.9 million compared
to $320.1 million for the same period of 2006, an increase of
90.5%.  The increase in net sales was primarily due to the
acquisition of Copperfield.  Volume increased 74.1% in the 2007
period compared to the 2006 period due to the acquisition of
Copperfield, which accounted for essentially all of the increase.

Gross profit margin for the nine months ended Sept. 30, 2007, was
12.1% compared to 20.4% for the same period of 2006.

Net income applicable to common shareholders for the nine months
of 2007 was $10.9 million, compared to $27.7 million for the nine
months of 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$546.0 million in total assets, $454.6 million in total
liabilities, and $91.4 million in total liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2678

                      About Coleman Cable

Headquartered in Waukegan, Ill., Coleman Cable Inc. (Nasdaq: CCIX)
-- http://www.colemancable.com/-- is a manufacturer and innovator  
of electrical and electronic wire and cable products for the
security, sound, telecommunications, and electrical, commercial,
industrial and automotive industries.  

                          *     *     *

On March 21, 2007, Moody's Investors Service placed the long term
corporate family and probability of default ratings of Coleman
Cable Inc. at "B1" with a stable outlook.  The ratings apply to
date.


CONCHITA SUPERMARKET: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Conchita Supermarket submitted to the U.S. Bankruptcy Court for
the District of Puerto Rico its schedules of assets and
liabilities, disclosing:

   Name of Schedule                     Assets     Liabilities
   ----------------                   ----------   -----------
   A. Real Property                   $1,889,000
   B. Personal Property                4,294,271
   C. Property Claimed
      as Exempt
   D. Creditors Holding                             $3,321,600
      Secured Claims
   E. Creditors Holding                                494,383
      Unsecured Priority
      Claims
   F. Creditors Holding                              7,481,297
      Unsecured Nonpriority
      Claims
                                      ----------   -----------
      TOTAL                           $6,183,271   $11,297,280

San Juan, Puerto Rico-based Conchita Supermarket filed for chapter
11 protection on Nov. 13, 2007 (Bankr. D. P.R. Case No. 07-06722).  
Francisco R. Moya Huff, Esq., represents the Debtor in its
restructuring efforts.


CORPUS CHRISTI: Court Sets January 18 as Claims Bar Date
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
set Jan. 18, 2008, as the last day for creditor owed by Corpus
Christi Resources LLC to file their proofs of claims.

The deadline for government units to file their proofs of claims
against the Debtor is on the same date.

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


CORPUS CHRISTI: Disclosure Statement Hearing Slated for January 30
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
set a hearing to consider approval and the adequacy of Corpus
Christi Resources LLC's disclosure statement explaining its plan
of reorganization on Jan. 30, 2008, at 10:00 a.m.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
Corpus Christi submitted to the Court its plan of reorganization
and disclosure statement.

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

Included in the claims is $100,000 to be paid to the New York
State Department of Environmental Conservation in connection with
the assumption of a settlement agreement regarding the remediation
of the 200 Morgan Avenue property.  The NYS DEC's allowed claim of
will be paid in full.

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

Under the plan, holders ad valorem property tax claims will
receive 1% of their claims.  Bryant Plaza LLC's secured claims
will also be paid at the recovery rate of 1%.

                        About Corpus Christi

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


CROWN CASTLE: S&P Downgrades Corporate Credit Rating to BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Houston,
Texas-based tower operator Crown Castle International Corp.,
including its corporate credit rating, which was cut to 'BB-' from
'BB'.  The outlook is negative.  The company had about $6 billion
of funded debt outstanding as of Sept. 30, 2007.
      
"The downgrade reflects our current expectation that Crown
Castle's management is comfortable operating at a higher level of
leverage than was anticipated in our previous rating even though
we had expected the company to remain aggressive in repurchasing
common stock," said Standard & Poor's credit
analyst Catherine Cosentino.
     
Management had indicated in their third-quarter earnings call on
Oct. 31, 2007, that they expect leverage to be at the higher end
of their 6x-8x target, which equates to about 9x under our
adjusted leverage calculation.  S&P previously said that the
ratings would be lowered if the company was not able to reduce
debt to the low-8x area in 2008.
     
The ratings on Crown Castle reflect the company's aggressive
financial policy, which anticipates substantial repurchases of
common stock and attendant high leverage, which was about 9x debt
to annualized EBITDA, adjusted for operating leases, for the three
months ended Sept. 30, 2007 (9.3x, including redeemable preferred
stock).
     
Such high financial risk overshadows the company's strong
business.  A good portion of the assumed stock repurchases likely
will be funded with additional debt, mostly in the form of
securitized revenue notes, which can be issued subject to a 2x
minimum securitization fixed-charge coverage ratio at the Crown
Castle legacy securitization, and could exceed $1 billion over the
next several years.


DAE AVIATION: High Leverage Prompts S&P to Affirm Low-B Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'B+' corporate credit rating and 'BB-' bank loan rating, on
DAE Aviation Holdings Inc.  The '2' recovery rating on the
company's secured credit facility is unchanged.  The outlook is
stable.
      
"The ratings on DAE Aviation are not affected by the pending sale
of its airport services unit for $436 million, which we have
already incorporated into the rating," said Standard & Poor's
credit analyst Christopher DeNicolo.  The amount of net proceeds
has not yet been determined, but S&P expects them to
be sufficient to at least pay off the $280 million asset sale
facility and $75 million of the term loans.  Although the recovery
prospects for the company's secured credit facility improve with
the planned debt repayment, it will not result in a higher
recovery rating.  The transaction is likely to close early next
year.
     
The ratings on DAE Aviation reflect a highly leveraged financial
profile, weak credit protection measures, and exposure to the
competitive and cyclical general and commercial aviation markets.  
These factors are offset somewhat by the company's leading
positions in markets served and less cyclical military business.
     
DAE Aviation was formed by Dubai Aerospace Enterprises Ltd. to
affect the acquisition of Standard Aero Holdings Inc. and Piedmont
Hawthorne Holdings Inc. from the Carlyle Group for a total
consideration of $1.9 billion.  Although DAE contributed
$810 million of cash equity, leverage is high with pro forma debt
to EBITDA more than 7x at close.  However, this will decline to
less than 5.5x following the pending sale of the airport services
business and associated debt reduction and lower leases.  Because
of the large equity component, debt to capital is not as
aggressive at about 65% at close, declining to about 50% after the
airport services sale.  S&P expects other credit protection
measures to also be weak, with funds from operations to debt of
5%-10% and EBITDA interest coverage 1.5x-2x.
     
DAE Aviation is a leading provider of maintenance, repair and
overhaul of engines for business and regional jets.  In addition,
the company provides component and airframe repairs, large
business jet completions and modifications, MRO services for
certain military engines, and engineering services.  Although
leverage is initially quite high, debt reduction using the
proceeds from the pending sale of the airport services business
and free cash flow should enable the company to attain credit
protection measures more appropriate for the rating.

Although not likely, S&P could revise the outlook to negative or
lower the ratings if the pending sale falls through and DAE
Aviation is unable to sell the unit for an amount sufficient to
repay the asset sale facility before it matures in 2009.  A
revision of the outlook to positive is also not likely in the
intermediate term.


DEAN FOODS: High Leverage Cues Moody's to Lower Rating to B1
------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family Rating of
Dean Foods, Inc. to B1 from Ba3 after the company reported lower
than expected third quarter 2007 and year to date results.  The
Speculative Grade Liquidity rating was affirmed at SGL-3.  The
outlook is stable.  This concludes the review for downgrade
initiated on Oct. 2, 2007.

Moody's said that the downgrade, the second this year, was based
on the extremely high leverage sustained by the company as a
result the payment of a $1.94 billion special dividend to
shareholders earlier in 2007, compounded by poor results stemming
from unprecedented and sustained increases in milk and other
commodity prices.

Moody's expects Dean's leverage to be well above the targets of
5.5 times and 5.0 times for 2007 and 2008 respectively that
Moody's set out as necessary to sustain the previous rating level
at the time of the last downgrade.  Likewise, EBIT to interest is
expected to remain below the minimum 2.0 times set out at the time
of the last downgrade.

Dean has been facing not only higher input costs but several other
structural shifts that in Moody's opinion, could have longer term
impact on the company's ability to de-lever.  These include a
shift from higher-margin branded product to private label in some
of its regional brands and an oversupply of organic milk.  While
some of these issues will self correct in time, the company will
be well behind its earlier plan to reduce leverage.  Moody's also
noted that any increase in acquisition activity could further slow
the pace of recovery.

These ratings were lowered:

  * Dean Foods Company

    -- Corporate family rating to B1 from Ba3;

    -- Probability of Default Rating to B1 from Ba3;

    -- Senior secured $1.5 billion Revolving Credit Facility to
       B1, LGD 3, 48%, from Ba3, LGD 3, 46%;

    -- Senior secured $1.5 billion Tranche A term loan to B1,
       LGD 3, 48%, from Ba3, LGD 3, 46%;

    -- Senior Secured $1.8 billion Tranche B term loan to B1,
       LGD 3, 48% from Ba3, LGD 3, 46%; and

    -- $500 million Guaranteed Senior Notes to B3, LGD 5 78% from
       B1, LGD 5, 77%.

Rating affirmed:

    -- Speculative Grade Liquidity rating at SGL-3

  * Dean Holding Company

    -- Guaranteed senior notes totaling $350 million to B3,
       LGD 5, 78% from B1, LGD 5, 77%

The stable rating outlook reflects Moody's expectation that Dean's
financial performance will improve in 2008 especially if commodity
milk prices begin to moderate in 2008, which could benefit the
company as price reductions to the consumer lag falling input
costs.  While financial ratios are likely to remain weak, there
should nevertheless be improvement in 2008.  Dean's weak financial
ratios are partially offset by a number of stronger qualitative
factors including:

   1) its national market share and scale in the US dairy industry
      which gives it a favorable cost position,

   2) relatively stable earnings and cash flow,

   3) diverse customer base supported by a large direct store
      delivery system and

   4) adequate liquidity.

Dean's rating incorporates a business franchise that falls into
the Baa rating category on many measures, offset by weaker credit
metrics, including high leverage and low margins, and the
company's historical track record of acquisition activity, share
repurchases and comfort with relatively high leverage as evidenced
by this year's special dividend.  Additionally, corporate
governance constrains Dean's rating level given the board's
approval of aggressive shareholder return policies and Moody's
concern regarding the heavy presence of insider directors.

Moody's notes the potential for additional cost savings and
efficiency improvements as the company enters the next stage of
its evolution in streamlining operations to take advantage of its
scale.

The affirmation of the SGL-3 reflects the company's adequate
liquidity profile resulting from its relatively predictable cash
flows and large committed credit facilities, offset by covenants
that Moody's believe may be somewhat tight both this year and
next, especially since the company's leverage covenant steps down
to 6.25 times at year end 2007 from its current level of 6.5 times
and steps down further to 5.75 times in the fourth quarter of
2008.  The coverage covenant also steps up to 2.5 times in fourth
quarter 2008.

Dean Foods Corporation, based in Dallas, Texas is a leading
processor, producer and distributor of dairy and dairy-related
products in the United States.


DEUTSCHE ALT: S&P Affirms Ratings on 103 Classes
------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 103
classes from eight Deutsche Alt-A mortgage-backed transactions.
     
The affirmations reflect sufficient credit support available to
support the current ratings.  As of the November 2007 remittance
period, cumulative realized losses ranged from 0.00% (loan group 1
from series 2004-1) to 0.45% (series 2003-2XS) of the original
pool balances.  In addition, serious delinquencies (90-plus days,
REOs, and foreclosures) ranged from 0.23% (series 2003-1) to 6.08%
(loan group 2 from series 2004-3) of the current pool balances.
     
Subordination provides credit enhancement for series 2003-1, 2003-
3, loan groups 1 and 2 from series 2004-1, and loan groups 3
through 7 from series 2004-4. A combination of
overcollateralization, excess spread, and subordination provide
credit enhancement for series 2003-2XS, loan group 3 from series
2004-1, series 2004-2, series 2004-3, loan groups 1 and 2 from
series 2004-4, and series 2004-5.         
     
The underlying collateral consists of 15- and 30-year fixed- or
adjustable-rate prime or Alternative-A mortgage loans secured by
first liens on residential properties.

                        Ratings Affirmed
   
     Deutsche Alt-A Securities Inc. Alternative Loan Trust

    Series    Class                                Rating
    ------    -----                                ------
    2003-1    A-1, A-2, A-3, A-PO, A-X,            AAA
    2003-1    M                                    AA+
    2003-1    B-1                                  A+
    2003-1    B-2                                  BBB
    2003-1    B-3                                  BB
    2003-1    B-4                                  B

      Deutsche Alt-A Securities Inc. Mortgage Loan Trust

  Series    Class                                     Rating
  ------    -----                                     ------
  2003-2XS  A-4, A-5, A-6                             AAA
  2003-2XS  M-1                                       AA
  2003-2XS  M-2                                       A
  2003-2XS  M-3                                       BBB
  2003-3    I-A-1, I-A-X, II-A-1, II-A-5, II-A-6,     AAA
  2003-3    II-A-7, II-A-X, A-PO-1, III-A-1, IV-A-1   AAA
  2003-3    A-PO-2, M-X                               AAA
  2003-3    M                                         AA
  2003-3    B-1                                       A
  2003-3    B-2                                       BBB
  2003-3    B-3                                       BB
  2003-3    B-4                                       B

      Deutsche Mortgage Securities Inc. Mortgage Loan Trust
   
Series    Class                                      Rating
------    -----                                      ------
2004-1    I-A-1, I-A-X, I-A-PO, II-A-1, II-A-2       AAA
2004-1    II-A-3, II-A-X, II-A-PO, III-A-4, III-A-5  AAA
2004-1    III-A-6                                    AAA
2004-1    M, III-M-1                                 AA
2004-1    III-M-2                                    A+
2004-1    B-1                                        A
2004-1    III-M-3                                    BBB+
2004-1    B-2                                        BBB
2004-1    B-3                                        BB
2004-1    B-4                                        B
2004-2    A-4, A-5, A-6                              AAA
2004-2    M-1                                        AA
2004-2    M-2                                        A+
2004-2    M-3                                        BBB+
2004-3    I-A-4, I-A-5, I-A-6, I-A-7, II-AR-1        AAA
2004-3    II-AR-2                                    AAA
2004-3    II-MR-1                                    AA+
2004-3    I-M-1                                      AA
2004-3    II-MR-2                                    AA-
2004-3    I-M-2                                      A
2004-3    I-M-3, II-MR-3                             BBB+
2004-4    I-A-4, I-A-5, I-A-6, II-AR-1, II-AR-2      AAA
2004-4    III-AR-1, IV-AR-1, V-AR-1, VI-AR-1         AAA
2004-4    VII-AR-1 VII-AR-2, VII-AR-3                AAA
2004-4    II-MR-1                                    AA+
2004-4    I-M-1, M                                   AA
2004-4    I-M-2, II-MR-2, B-1                        A
2004-4    I-M-3, II-MR-3, B-2                        BBB
2004-4    B-3                                        BB
2004-4    B-4                                        B
2004-5    A-1, A-2, A-3, A-4A, A-4B, A-5A, A-5B      AAA
2004-5    M-1                                        AA+
2004-5    M-2                                        A+
2004-5    M-3                                        BBB+


DOLE FOOD: Moody's Places B2 Corp. Family Rating Under Review
-------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of Dole Food Company, Inc., including the
company's B2 corporate family rating and B2 probability of default
rating.  LGD assessments are also subject to change.

Ratings placed under review for possible downgrade:

   * Dole Food Company, Inc.:

     -- Corporate family rating at B2

     -- Probability of default rating at B2

     -- Senior secured term loan B at Ba3

     -- Senior secured pre-funded letter of credit facility at Ba3

     -- Senior unsecured notes, bonds and debentures at Caa1

     -- Senior unsecured shelf, senior subordinated shelf and
        junior subordinated shelf at (P)Caa1

   * Solvest. Ltd.

    -- Senior secured term loan C at Ba3

Dole's operating performance has been weaker than anticipated in
its fresh vegetable segment, which is slowly recovering from the
industry-wide September 2006 spinach recall.  In addition, margins
are under pressure in its packaged foods division from cost
inflation, and the company has not succeeded in turning around its
small flowers business.  As a result, Dole's credit metrics remain
weak -- debt to EBITDA at Oct. 6, 2007 was high at 8.2 times, and
unlikely to improve to the 7.5 times threshold before 2009, which
was articulated in Moody's January 2007 credit opinion as
appropriate for the company's rating level.  Free cash flow has
been negative since the end of fiscal 2004, stemming from low
profitability.

Moody's review will focus on the company's plans to boost
operating profitability in fresh vegetables and packaged foods, on
initiatives to stabilize the flower business, and on financial
policies regarding capital expenditures and optimum capital
structure.

Headquartered in Westlake Village, California, Dole Food Company,
Inc. is the world's largest producer of fresh fruit, fresh
vegetables and fresh-cut flowers.  The company also sells value-
added fruits and vegetables.  Sales for the twelve months ended
Oct. 6, 2007 exceeded $6.7 billion.


DORAL FINANCIAL: Ample Liquidity Cues Moody's to Lift Rating to B1
------------------------------------------------------------------
Moody's Investors Service upgraded the senior debt rating of Doral
Financial Corporation to B1 from B2.  Following the upgrade, the
rating outlook is stable.

The rating action reflects Moody's view that Doral's substantial
capital base and ample liquidity allows the company to begin
executing its community bank business strategy on Puerto Rico.  
Doral's board and managerial ranks continue to be strengthened.  
In addition, Doral's expense base in future periods will no longer
be burdened to the same extent by costs associated with its
accounting, regulatory and legal challenges.

Doral's risk management and compliance capabilities have been
enhanced, which should help it navigate through a number of
remaining challenges.  These challenges include agreements with
its regulators and a very high level of nonperforming assets,
particularly in its construction portfolio.  These issues will
take time to resolve.  Furthermore, the timing of Doral's return
to profitability is uncertain and will be hampered by the ongoing
recession in Puerto Rico.

As a result of these challenges, successful implementation of
Doral's business strategy is not assured.  Nonetheless, Moody's
expects Doral to make some progress in resolving its regulatory
and asset quality challenges in the near- to intermediate-term,
which further supports the rating upgrade.

   * Upgrades:

     -- Issuer: Doral Financial Corporation

     -- Senior Unsecured Regular Bond/Debenture, Upgraded to B1
        from B2

Doral Financial Corporation, headquartered in San Juan, Puerto
Rico, reported total assets of $9.5 billion at Sept. 30, 2007.


DR HORTON: Sued by Land Developers for Breach of Contract
---------------------------------------------------------
MTBR LLC filed a $10 million lawsuit against D.R. Horton Inc.,
with the U.S. District Court for the District of Maryland,
alleging breach of a 2004 parcel contract, Robbie Whelan of The
Daily Record reports.

Developers Manekin LLC, Clark Turner Signature Homes of Belcamp,
and H&S Properties alleged that D.R. Horton defaulted on a 2004
land contract in which the homebuilder had to purchase 196 lots of  
single-family houses on Parcel O, relates the Daily Record.  The
piece of land included the Bulle Rock golf course and community
owned by MTBR, of which D.R. Horton planned to build a luxury
community.

According to the Daily Record, D.R. Horton ignored a "closing
default notice", which requires the homebuilder to close the
purchase.  MTBR has records showing the developers' fervent
efforts to contact representatives from Horton and urge the
payment of the lots.

"[Horton] had an obligation to perform, and they didn't perform.  
Did we make repeated requests for them to perform?  Of course,"
Richard M. Alter, Manekin president, told the Daily Record.

Mr. Alter could only speculate at what made D.R. Horton back out
of the deal.  "I don't know what happened... If I knew what
happened, I wouldn't have had to file suit," the Daily Record
quoted Mr. Alter as saying.

                        About D.R. Horton

Based in Fort Worth, Texas, D.R. Horton Inc. (NYSE: DHI) --
http://www.drhorton.com/-- is engaged in the construction and   
sale of high quality homes with sales prices ranging from $90,000
to over $900,000.  D.R. Horton also provides mortgage financing
and title services for homebuyers through its mortgage and title
subsidiaries.  D.R. Horton operates in 83 markets in 27 states in
the Northeast, Southeast, South Central, Southwest, California and
West regions of the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on D.R. Horton Inc. to 'BB+' from
'BBB-' and lowered its subordinated debt rating on Horton to 'BB-'
from 'BB+'.  The outlook remains negative.  The rating actions
affect approximately $3.8 billion in rated securities.


DURA AUTOMOTIVE: Resolves Magna Objections to Plan Reorganization
-----------------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor-affiliates and Magna
Donnelly Corporation have decided to resolve a lift automatic stay
issue and certain related issues related to the Debtors' Plan of
Reorganization.
        
In March 2007, the Debtors commenced a lawsuit against Magna in
the United States Court for the Eastern District of Michigan,
which alleges, among other things, that Magna infringed on certain
of the Debtors' patents and misappropriated trade secrets.
        
Magna wanted to lift the automatic stay to ensure that the
Debtors' Plan of Reorganization does not restrict its ability to
pursue its counterclaim against the Debtors.  
        
Thus, in a Court-approved stipulation, the parties agree, among
other things, that:
        
   (a) the automatic stay will be immediately lifted to allow the
       District Court action to proceed and for Magna to assert
       and pursue its counterclaim and any other claims against
       the Debtors; and  
        
   (b) Magna will be allowed to liquidate and enforce any        
       damage claims against the Debtors, whether pre- or post-       
       confirmation, and the District Court will have the sole and        
       exclusive jurisdiction over the liquidation, provided,
       however, the Bankruptcy Court will have sole and exclusive
       jurisdiction over the enforcement of any monetary damage
       award related to prepetition monetary claims that Magna may
       have against the Debtors.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent    
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.  
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.  
Miller Buckfire & Co., LLC is the Debtors' investment banker.  
Glass & Associates Inc., gives financial advice to the Debtor.  
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.   (Dura Automotive Bankruptcy
News, Issue No. 41 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


DURA AUTOMOTIVE: Wants to Pay Lenders $358K to Ignore Violations
----------------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to pay postpetition lenders $358,000 to overlook loan
covenant violations.

As reported in the Troubled Company Reporter on Nov. 22, 2006, the
Debtors entered into a $300 million of debtor-in-possession
financing facility with Goldman Sachs Capital Partners L.P.,
General Electric Capital Corporation, and other lender parties.  
Under the DIP Credit Agreement, the Debtors are required to comply
with certain financial covenants.
        
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that Dura Operating Corp., as
borrower, and its debtor-affiliates, as guarantors, have agreed
to enter into amendments to the Postpetition Revolving Credit
Agreement dated Nov. 30, 2006, and Postpetition Term Loan
Agreement dated Oct. 31, 2006, to avoid violating certain
negative covenants in the DIP Facility as a result of the
Debtors' entry into Court-approved agreements with Johnson
Controls Systems, Inc., its affiliates and subsidiaries, and
Bridgewater Interiors LLC.
        
Mr. DeFranceschi says the $358,000 fee is equal to 0.05% of the
aggregate outstanding "Revolving Commitment provided by each of
the consenting Postpetition Lender or 0.25% of the aggregate
outstanding principal amount of "Loans" of each consenting
Postpetition Lender.
        
Anthony C. Flanagan, managing director of AlixPartners, LLP,
financial advisors to the Debtors, asserts that the aggregate
amount of the Amendment Fees is small and reasonable in comparison
to the benefits of the JCI Agreements to the Debtors' estates.
        
The Debtors, in February 2007, negotiated the JCI Agreements to
obtain improvements in the commercial terms of its existing
supply contracts with JCI.  DURA management believes that the JCI
Agreements contain:
        
   (a) favorable commercial terms adjustments and resourcing
       limitations;
        
   (b) certain commitments by the Debtors to protect JCI from
       supply disruptions;
        
   (c) purchase options for JCI in the event of a default by the
       Debtors or of a sale of the Debtors' facility in Stockton,
       Illinois, where the Debtors predominantly manufacture
       automotive components, including seat racks, for JCI; and
        
   (d) a general release of any existing claims of the Debtors
       against JCI.
        
Over the course of approximately 5 years, the Debtors expect that
the commercial term adjustments contained in the JCI Agreements
will result in an increase in EBITDA.  Mr. Flanagan, however,
redacted the projected EBITDA from the statement he filed with
the Court.
        
Under the JCI Agreements, JCI commits that it will not resource
parts produced at the Stockton Facility for one year, allowing the
Debtors time to enhance an already strong relationship with JCI.  
        
The Debtors asked the Court to convene an emergency hearing on
their request on Dec. 27, 2007, at 1:30 p.m. (ET).
        
Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent    
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.  
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.  
Miller Buckfire & Co., LLC is the Debtors' investment banker.  
Glass & Associates Inc., gives financial advice to the Debtor.  
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.   (Dura Automotive Bankruptcy
News, Issue No. 41 Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


EDWARD KOHLHEIM: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Edward Kohlheim
        16201 Bald Eagle School Road
        Brandywine, MD 20613

Bankruptcy Case No.: 07-22787

Chapter 11 Petition Date: December 17, 2007

Court: District of Maryland (Greenbelt)

Judge: Wendelin I. Lipp

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Cohen, Baldinger & Greenfeld, L.L.C.
                  7910 Woodmont Avenue, Suite 760
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


FIELDSTONE MORTGAGE: Fitch Chips Ratings on Three Classes to BB
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on two Fieldstone
mortgage pass-through certificates.  Affirmations total $993.2
million and downgrades total $87.4 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

Fieldstone Mortgage Investments, Series 2005-2

   -- $234 million class A affirmed at 'AAA'
      (BL: 58.87, LCR: 3.43);

   -- $36.2 million class M1 affirmed at 'AA+'
      (BL: 50.52, LCR: 2.94);

   -- $33.3 million class M2 affirmed at 'AA'
      (BL: 42.44, LCR: 2.47);

   -- $21.7 million class M3 affirmed at 'AA-'
      (BL: 37.41, LCR: 2.18);

   -- $16.4 million class M4 affirmed at 'A+'
      (BL: 33.58, LCR: 1.96);

   -- $16.4 million class M5 affirmed at 'A'
      (BL: 29.75, LCR: 1.73);

   -- $14.9 million class M6 affirmed at 'A-'
      (BL: 26.23, LCR: 1.53);

   -- $15.4 million class M7 affirmed at 'BBB+'
      (BL: 22.58, LCR: 1.32);

   -- $11.1 million class M8 downgraded to 'BBB-' from 'BBB'
      (BL: 19.95, LCR: 1.16);

   -- $11.1 million class M9 downgraded to 'BB' from 'BBB-'
      (BL: 17.34, LCR: 1.01).

Deal Summary

   -- Originators: 100% Fieldstone;
   -- 60+ day Delinquency: 28.19%;
   -- Realized Losses to date (% of Original Balance): 1.31%;
   -- Expected Remaining Losses (% of Current Balance): 17.15%;
   -- Cumulative Expected Losses (% of Original Balance): 9.36%.

Fieldstone Mortgage Investments, Series 2005-3

   -- $451.9 million class A affirmed at 'AAA'
      (BL: 47.88, LCR: 2.69);

   -- $44.2 million class M1 affirmed at 'AA+'
      (BL: 42.51, LCR: 2.39);

   -- $41.3 million class M2 affirmed at 'AA'
      (BL: 36.63, LCR: 2.06);

   -- $27.9 million class M3 affirmed at 'AA-'
      (BL: 32.57, LCR: 1.83);

   -- $19.8 million class M4 affirmed at 'A+'
      (BL: 29.69, LCR: 1.67);

   -- $19.2 million class M5 affirmed at 'A'
      (BL: 26.87, LCR: 1.51);

   -- $18.6 million class M6 downgraded to 'BBB+' from 'A-'
      (BL: 24.13, LCR: 1.36);

   -- $18.6 million class M7 downgraded to 'BBB' from 'BBB+'
      (BL: 21.38, LCR: 1.2);

   -- $15.1 million class M8 downgraded to 'BB' from 'BBB'
      (BL: 19.14, LCR: 1.08);

   -- $12.8 million class M9 downgraded to 'BB' from 'BBB-'
      (BL: 17.28, LCR: 0.97).

Deal Summary

   -- Originators: 100% Fieldstone;
   -- 60+ day Delinquency: 22.51%;
   -- Realized Losses to date (% of Original Balance): 1.06%;
   -- Expected Remaining Losses (% of Current Balance): 17.77%;
   -- Cumulative Expected Losses (% of Original Balance): 12.13%.

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.  


FIRST MAGNUS: Court Wants Further Revisions to Liquidation Plan
---------------------------------------------------------------
At a Dec. 7, 2007 hearing on the adequacy of First Magnus
Financial Corporation's disclosure statement, the U.S. Bankruptcy
Court for the District of Arizona took the matter under advisement
to consider the issues in a more deliberate fashion.

"Having now done so, the [C]ourt suggests that, with the Debtor's
supplementation along the lines enumerated by the [C]ourt, the
disclosure statement can be completed and packaged for
dissemination to the creditor body," Judge James M. Marlar said.

The Court directs the Debtor to revise the disclosure
statement, which explains the terms of its chapter 11 plan of
liquidation, and submit a red-lined version of the
document on or before the close of business on Jan. 2, 2008.

               Court's Suggested Edits or Revisions

The Court, in its memorandum decision, requested that the Debtor,
among other things:

    -- state that "Creditors also have the option of voting
       against or rejecting the Plan," aside from just stating
       that it believes that creditors should vote to accept the
       Plan in order to maximize recovery of their claims;

    -- identify the the insider-transferees, and the amounts they
       received, within the two years preceding the filing of the
       bankruptcy case on Aug. 21, 2007;

    -- provide that its proposal to sell a commercial lot in
       Tucson, Arizona, to Rynoke LLC, for $1,600,000, will be
       heard by the Court in 2008, not in mid-November 2007, as
       earlier stated;

    -- describe how it intends to deal with each asset, or pay
       each associated liability in connection with its Warehouse
       Loan Portfolio;

    -- clarify whether "scratch and dent" loans are assets or
       liabilities, and if they are assets, describe how
       they will be liquidated and what net is expected to be
       realized for creditors;

    -- provide an estimate of JPMorgan Chase's anticipated
       deficiency claim, if any;

    -- update its prior statement it had 66 employees as of
       October 12, 2007, and provide the most current figure
       available on staffing;  

    -- clarify whether the wind-down projection has been refined
       from the early days of filing and specify what changes,
       positive or negative, now impact on the estimates;

    -- clarify the concept of the provision providing that the
       Debtor, not a trust committee, will be making postpetition
       decisions;

    -- consider whether First Magnus Capital, its parent, needs
       to be separately classified, in light of the Debtor's
       assumption that FMC is a true third-party creditor,
       without any consideration for its insider status or a
       possible Section 510 subordination challenge;

    -- clarify whether Washington Mutual Bank still has claims,
       and if so, against what assets, or if it is unsecured; and

    -- describe how and who will handle claims litigation, and
       note whether the Court will retain jurisdiction, and
       provide estimated costs regarding the claims litigation;

    -- clarify what type of debt the Joint Check Parties class
       relates, and provide examples, so it is clear as to who
       constitutes the class;

    -- identity the Effective Date to a date certain, so appeal
       rights are neither delayed or denied;

    -- provide an accounting mechanism to creditors, on a
       periodic basis;

    -- clarify whether the Litigation Trust will have the
       avoiding powers of a statutory trustee or debtor-in-
       possession, and if that is the intent, legal authority for
       such a proposition;

    -- identify the individuals who will be appointed as
       Liquidating Trustee, Litigation Trustee and members of the
       Advisory Group;

    -- explain why it appears that no portion of a claim can be
       distributed if any part thereof is in dispute; and

    -- summarize the liquidation analysis, in dollars and cents.

                       About First Magnus

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

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

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


FIRST MAGNUS: Judge Marlar Issues Rulings on Creditors' Objections
------------------------------------------------------------------
The Hon. James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona gave its ruling on the various objections and
responses of First Magnus Financial Corporation's creditors to its
disclosure statement.

As reported in the Troubled Company Reporter on Dec. 5, 2007,
Countrywide Warehouse Lending and Countrywide Home Loans Inc., and
other creditors, ask the Court to deny approval of the disclosure
statement explaining First Magnus' plan of liquidation, both
amended on Oct. 30, 2007.  The creditors contend that the
disclosure statement does not disclose adequate information
regarding the proposed treatment of their claims and the
collateral securing those claims.
                                                                             
                                                                             
                                     
A. WNS North America

Judge Marlar says the points made by WNS North America, Inc.,
concerning the transfers made to insiders or affiliates, taken
from the schedules, are indicative of the type of disclosure
required in the disclosure statement.  He says the failure of the
debtor-in-possession, as a fiduciary, to aggressively investigate
these items, or to downplay them, may point to the need for the
appointment of either an independent examiner or trustee.

"The Court understands the delicacy of such investigation, but
inherent in the "soft-pedaling" of issues of this type is the
suspicion that the Debtor knows where the bodies are buried, but
refuses to give up the map," Judge Marlar says.  The statute
allows for a debtor-in-possession to propose a liquidation plan,
but the inherent problem caused by such a facially-efficient
process tends more toward insider, rather than creditor
protection.

The Court avers that the Debtor should give as much information
as it can as to all insider or insider-related transactions,
without slanting it in any way in favor of those insiders.

Other issues raised by WNS have either been addressed by the
Court, or would appear to be best reserved for the confirmation
hearing, Judge Marlar states.

B. Maricopa County Treasurer
                                                                             
           
Judge Marlar says the Maricopa County Treasurer's objection
is not truly an objection.  If the County filed proofs of claim,
and if the taxes are entitled to priority status, then the
Debtor's plan deals with them in that status, he says.

The Court rules that the Debtor need not amend its Disclosure
Statement on the County's concerns.

C. Docusafe

The concerns of DocuSafe of Phoenix, Inc.  were addressed
more to the practicalities of future document storage and
retention, than to actual deficiencies within the  Disclosure
Statement, Judge Marlan says.  At the December 7th hearing, the
parties appeared to have resolved Docusafe's concerns.

The Court will consider Docusafe to have withdrawn its
objection.                                                                   
                                                                             
                                                    

D. WC Partners

WC Partners questions whether the Debtor has adequately disclosed
its "net worth."  It also questions whether the Debtor's
liquidation analysis is accurate.  These concerns may become more
clear once the Debtor re-organizes its "Liquidation Analysis"
section to more clearly define what its assets are, what liens or
obligations exist relative to each asset, and what the projected
net return will be to the unsecured creditors, Judge Marlar
avers.  

He asserts that, should any creditor desire to do so, it may
conduct examinations under Rule 2004 of the Federal Rules of
Bankruptcy Procedure of knowledgeable individuals in order to
prepare for the "best interests of creditors" confirmation
element, found at Section 1129(a)(7) of the Bankruptcy Code.

The Court believes that its directive to the Debtor -- the
Court's suggested edits or revisions -- will focus the Debtor on
the issues that concern WC Partners.

E. UBS RES

UBS Real Estate Securities Inc. contends that the Debtor has
mischaracterized its legal relationship with UBS.  Judge Marlar
states that, to the extent that the parties differ as to that
status, the Disclosure Statement should add language which
explains (1) the nature of the dispute; (2) the contentions of
each of the parties; (3) how the dispute or claim will be
resolved; (4) what will happen with respect to the assets that
are the subject of the dispute; and (5) what value in those
assets can be realized for the Debtor, in both a best and worst-
case scenario.

If the parties have different opinions as to their legal
positions, that is all that needs to be disclosed, but those
disagreements do not make a disclosure statement misleading.  
They only point to the uncertainty of any projected outcome for
those assets, Judge Marlar notes.

He adds that to the extent that UBS is concerned over its status
as either an owner or lienholder, it may employ the remedy
described in Rule 7001 of the Federal Rules of Bankruptcy
Procedure, and file an adversary proceeding to determine the
validity, extent, or priority of its lien or other interest in
the relevant property.  These property issues are incapable of
being decided in a Disclosure Statement, however, he points out.

Concerns by UBS over a possible future "surcharge" are premature.
Discussion and speculation about such possibility does not
require changes to the Disclosure Statement, Judge Marlar rules.  
Those issues will be decided if and when they arise, he asserts.

The remaining issues concerning UBS have either been previously
addressed by the Court, or are construed as items to be properly
raised at a later time, or as objections to the Debtor's attempt
to obtain confirmation of the Plan.

F. Countrywide

Countrywide Warehouse Lending and Countrywide Home Loans, Inc.,
appear to be first concerned with the "lumping" of their various
divisions into a single class.  To the extent that Countrywide or
the Debtor can differentiate between those interests, the Debtor
should do so, re-classify Countrywide's divisions or units as
necessary, and define the treatment attributable to each entity
and/or types of assets/collateral.

Judge Marlar adds the Debtor should more clearly lay out what
assets it intends to dispose of, and which entity has a claim
against those assets.  This should redress Countrywide's
concerns, he says.

Thirdly, Countrywide is concerned about the Debtor's "ordinary
course of business" remotely close to what once was an "ordinary
course" transaction.  The Debtor has shut down offices all over
the United States, has laid off thousands of employees, and has
retrenched to its Tucson headquarters to inventory and assess
what parts of its former business may still have value.

Requests for the sale of assets have been periodically submitted
to the Court.  If the Debtor is maintaining any sales of assets
that it may yet consider to be "ordinary course," and not subject
to court scrutiny, the court agrees with Countrywide that these
should be disclosed, from the date of the filing (August 21,
2007) forward.  Judge Marlar says the Debtor should summarize its
income and expenses for each month since the filing of this case
on August 21, 2007, similar to, those monthly operating reports
which it submits to the U.S. Trustee each month.

The "surcharge" concerns of Countrywide is not a disclosure
statement issue, Judge Marlar reiterates.

According to Judge Marlar, the remainder of Countrywide's
concerns have (1) either been addressed in the Court's  
independent review comments, or in its thoughts regarding the
objections of others; (2) were agreed to in open court by (i) the
parties' counsel; or (3) are more in the nature of confirmation
issues than disclosure issues.

                       About First Magnus

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

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

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


FOUNDATION COAL: Moody's Revises Rating Outlook to Negative
-----------------------------------------------------------
Moody's Investors Service changed the rating outlooks of
Foundation Coal Corporation and Foundation PA Coal Company to
negative from stable.  At the same time, Moody's affirmed
Foundation's corporate family rating (Ba2) and senior unsecured
rating (Ba3, LGD5, 83%).

The lowering of the outlook reflects Foundation's reduced
operating and financial performance over the past two quarters and
Moody's view that the planned installation of a second longwall
and the refurbishment of the existing longwall at the company's
Emerald mine, coupled with generally rising labor, input, safety
and capital cost pressures, will challenge Foundation's earnings
and cash flow growth over the near term.  The Emerald mine should
become more productive once both longwalls are operational in the
latter part of 2008.

The negative outlook also reflects the uncertainty surrounding two
potential reserve acquisitions in the Powder River Basin that will
be up for auction in 2008 and 2009.  Successful acquisition of the
PRB reserves would entail higher investing activities, which
Moody's treats as capex.  Moody's is also concerned that if the
company fails to secure the Eagle Butte reserve, coal quality and
price realization could suffer over time due to lower Btu content
of the existing reserve base.

Outlook Action:

    * Issuer: Foundation Coal Corporation

      -- Changed to Negative from Stable

    * Issuer: Foundation PA Coal Company

      -- Changed to Negative from Stable

Ratings Affirmed:

    * Issuer: Foundation Coal Corporation

      -- Corporate Family Rating Ba2

Probability of Default Rating Ba2:

    * Issuer: Foundation PA Coal Company

      -- $300 million 7.25% Gtd. Senior Unsecured Notes due 2014,
         Ba3 (LGD5, 83%)

Moody's last rating action on Foundation was an upgrade of its
corporate family rating to Ba2 (from Ba3) in September 2006.

Foundation Coal Corporation, based in Linthicum Heights, Maryland,
is engaged in the mining and marketing of coal and had revenues of
$1.5 billion in 2006.


FRENCH LICK: Moody's Confirms Caa3 Corporate Family Rating
----------------------------------------------------------
Moody's confirmed French Lick Resort and Casino's Corporate Family
Rating and Probability of Default ratings at Caa3.  The rating
outlook is negative reflecting the high probability FLRC will not
generate sufficient internal cash flow to meet its next scheduled
interest payment in April 2008.

Although FLRC maintains a $22 million revolving credit facility,
draw requests are contingent upon the willingness of a third party
affiliate of the indirect owner of the company to guaranty any
such borrowings.  FLRC's revenue and earnings remain well below
expected levels and it does not appear the Southern Indiana market
will support the level of investment made in the resort due to its
remote location and insufficient marketing efforts to date.  
FLRC's owner has not indicated whether or not future financial
support will be forthcoming.

Therefore, in Moody's opinion, the probability of default remains
high within the next twelve months and recovery prospects for the
company's $270 million first mortgage notes are impaired.  This
completes Moody's review of FLRC's ratings which commenced on
July 25, 2007.

Ratings confirmed/assessment assigned:

   -- Corporate Family Rating at Caa3

   -- Probability of Default to Caa3

   -- $270 million first mortgage notes due 2014 at Caa3
      (LGD 4, 54%)

French Lick Resorts & Casino, LLC is privately owned company that
owns a luxury resort casino comprised of two historic hotels,
about 1,202 slots and 32 tables games, 12 poker tables, and 45
holes of golf in French Lick, Indiana.


FTI CONSULTING: S&P Puts BB- Rating Under Positive CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating on FTI Consulting Inc. on CreditWatch with positive
implications, indicating the potential for an upward rating
action.

"The CreditWatch listing reflects FTI's continued strong financial
performance, successful integration of FD International Holdings
Ltd., and improving business diversity," explained Standard &
Poor's credit analyst Andy Liu.  

Organic revenue growth for the quarter ended Sept. 30, 2007, was
25%, up sequentially from the 18% achieved in the second quarter.  
Technology, the company's fastest growing segment, registered 49%
and 65% increases in revenue and EBITDA, respectively, driven by
higher processing volumes relating to antitrust and product
liability cases.  The corporate finance and restructuring segment
grew its revenue 24%, benefiting from the challenging credit
market.  Revenue for the forensic and litigation consulting
segment increased 17% during the quarter, driven by its specialty
investigations practice.  For the 12 months ended Sept. 30, 2007,
lease-adjusted EBITDA coverage of interest and lease-adjusted
total debt to EBITDA were strong for the rating at 4.4x and 3.0x,
respectively.

In resolving the CreditWatch listing, S&P intends to meet with
management and review its expectations for operating trends and
near- to intermediate-term plans, particularly relating to
acquisitions and share repurchases.


GENOA HEALTHCARE: Moody's Affirms B2 Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Genoa Healthcare
Group, LLC, including the B2 Corporate Family Rating, and changed
the ratings outlook to negative from stable.  The negative outlook
reflects the deterioration of the company's liquidity position and
reduction in financial flexibility since the ratings were
initially assigned in July 2005.  The weakened liquidity profile
of the company is characterized by a narrow level of financial
covenant compliance that has constrained access to undrawn amounts
of the company's revolving credit facility and the expectation of
modest free cash flow.  The lack of a reduction in financial
leverage has eroded the level of cushion in complying with
financial covenant requirements set forth in the company's credit
agreement.  Further, scheduled tightening of those financial
covenants at December 31, 2007 and 2008 could result in non-
compliance if the company does not perform to plan.

The affirmation of the B2 rating reflects Genoa's leading market
position in the Florida market and the attractive demographics of
that state.  Additionally, trends in Genoa's Medicare census and
Medicare rate per patient day have continued to be positive since
the legislative changes to Medicare reimbursement resulting from
the refinement of resource utilization groups took effect January
1, 2006.  This has translated into an adjusted EBIT margin that is
strong for the rating category.  Genoa also has relatively good
interest coverage metrics for the rating category even though
interest expense is in excess of amounts expected by Moody's.

The rating remains constrained by the lack of geographic
diversification of the company's revenues resulting in significant
exposure to potential changes in Florida's Medicaid reimbursement.  
The company relies heavily on government reimbursement with
roughly 48% and 36% of 2006 revenue from Medicaid and Medicare,
respectively.  Further, Moody's anticipates that due to the
weakened liquidity position the company will have little
opportunity to significantly repay debt in the near term.

These ratings have been affirmed:

     -- $20 million revolving credit facility due 2010,
        Ba3 (LGD2, 27%)

     -- $100 million first lien term loan due 2012,
        Ba3 (LGD2, 27%)

     -- $50 million second lien term loan due 2013,
        Caa1 (LGD5, 78%)

     -- Corporate Family Rating, B2

     -- Probability of Default Rating, B2

The ratings outlook was changed to negative from stable.

Headquartered in Tampa, Florida, Genoa, through its subsidiaries,
provides skilled nursing, medically complex and specialty
healthcare services in 61 skilled nursing facilities throughout
the state of Florida.  The company also provides consulting and
administrative services to an additional 66 facilities in 16
states and the District of Columbia through contractual
arrangements.  Moody's estimates that Genoa recognized
approximately $538 million of revenue in the twelve months ended
Sept. 30, 2007.


GMAC COMMERCIAL: Fitch Junks Rating on $20 Mil. Class J Certs.
--------------------------------------------------------------
Fitch Ratings has downgraded GMAC Commercial Mortgage Securities,
Inc.'s mortgage pass-through certificates, series 1999-C1 as:

   -- $20 million class J to 'CCC/DR2' from 'B-/DR1'.

In addition, Fitch has affirmed these classes:

   -- $602.6 million class A-2 at 'AAA';
   -- Interest only class X at 'AAA';
   -- $66.7 million class B at 'AAA';
   -- $66.7 million class C at 'AAA';
   -- $86.7 million class D at 'AAA';
   -- $20 million class E at 'AAA';
   -- $83.4 million class F at 'A-';
   -- $13.3 million class G at 'BBB';
   -- $26.7 million class H at 'B+'.

The $10.7 million class K-1 is not rated by Fitch.  Class A-1 is
paid in full.

The downgrade is due to increased loss expectations on the
specially serviced loans as well as a higher number of Fitch Loans
of Concern (9.8%) since Fitch's last rating action.  As of the
December 2007 distribution date, the transaction's aggregate
principal balance has decreased 25.3%, to $996.9 million from
$1.33 billion at issuance.  In total, 69 loans (39.2%) have
defeased since issuance.

Currently, six assets (2.8%) are in special servicing with
significant losses expected on the real estate owned asset.  The
largest asset (1.3%) is secured by four congregate care healthcare
facilities located in Texas.  The loan, which remains current, is
cross-defaulted with another specially serviced congregate care
facility located in San Antonio, Texas.  The San Antonio loan
(0.2%) is also current, but the facility is closed.  Both loans
are performing under a forbearance agreement.  Fitch does not
project losses on these loans at this time.

The second largest specially serviced asset (0.8%) is an office
property in Pontiac, Michigan, and has been real-estate owned
since October 2005.  The special servicer continues to market the
asset for sale.  Fitch expects significant losses upon liquidation
of the asset.

The largest remaining loan (6.1%) is an office property in
Sunnyvale, Caliornia.  It is currently 100% occupied by a single
tenant.


GULEN ENTERPRISES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Gulen Enterprises Inc. filed with the U.S. Bankruptcy Court for
the Central District of California, its schedules of assets and
liabilities, disclosing:

     Name of Schedule            Asset      Liabilities
     ----------------          ---------    -----------
    A. Real Property
    B. Personal Property        $553,782
    C. Property Claimed as
       Exempt
    D. Creditors Holding                       $350,000
       Secured Claims
    E. Creditors Holding
       Unsecured Priority
       Claims
    F. Creditors Holding
       Unsecured Nonpriority
       Claims                                 1,416,104
                                --------     ----------
               TOTAL            $553,782     $1,766,104

Based in Canoga Park, California, Gulen Enterprises Inc. operates
a restaurant.  The company filed for protection from its creditors
on Nov. 2, 2007 (Bankr. C.D. Calif. Case No. 07-14261).  Todd M.
Arnold, Esq., at Levene, Neale, Bender, Rankin & Bri represents
the Debtor in its restructuring efforts.


HARTSHORNE CDO: Moody's Junks Ratings on Five Classes of Notes
--------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Hartshorne CDO I, Ltd., with three of these
ratings left on review for possible further downgrade.  The notes
affected are:

   (1) $625,000,0001 Class A1S Variable Funding Senior Secured   
       Floating Rate Notes Due 2047;

       Prior Rating: Aaa on review for possible downgrade
       Current rating: A3 on review for possible downgrade

   (2) $133,000,000 Class A1J Senior Secured Floating Rate Notes
       Due 2047;

       Prior Rating: A2 on review for possible downgrade
       Current rating: B2 on review for possible downgrade

   (3) $75,000,000 Class A2 Senior Secured Floating Rate Notes Due
       2047;

       Prior Rating: Baa1 on review for possible downgrade
       Current rating: Caa3 on review for possible downgrade

   (4) $52,000,000 Class A3 Secured Deferrable Interest Floating
       Rate Notes Due 2047;

       Prior Rating: Ba2 on review for possible downgrade
       Current rating: Ca

   (5) $25,000,000 Class B1 Mezzanine Secured Deferrable Interest
       Floating Rate Notes Due 2047;

       Prior Rating: B1 on review for possible downgrade
       Current rating: Ca

   (6) $20,000,000 Class B2 Mezzanine Secured Deferrable Interest
       Floating Rate Notes Due 2047;

       Prior Rating: B2 on review for possible downgrade
       Current rating: Ca

   (7) $20,000,000 Class B3 Mezzanine Secured Deferrable Interest
       Floating Rate Notes Due 2047;

       Prior Rating: B3 on review for possible downgrade
       Current rating: Ca

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee, on Nov. 9, 2007 of an event of default
caused by a failure of the Senior Credit Test to be satisfied
pursuant Section 5.1(h) of the Indenture dated March 20, 2007.

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

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Senior Credit Test failed.

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

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


HASCO: Fitch Junks Ratings on Two Certificate Classes
-----------------------------------------------------
Fitch Ratings has taken these rating actions on 2 HASCO mortgage
pass-through certificates.  Affirmations total $364.7 million and
downgrades total $50.4 million.  In addition, $8.5 million is
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

HASCO 2005-NC1

  -- $137.5 million class A affirmed at 'AAA'
     (BL: 53.51, LCR: 3.60);

  -- $18.3 million class M-1 affirmed at 'AA+'
     (BL: 46.18, LCR: 3.11);

  -- $13.2 million class M-2 affirmed at 'AA+'
     (BL: 40.21, LCR: 2.71);

  -- $12 million class M-3 affirmed at 'AA'
     (BL: 35.59, LCR: 2.40);

  -- $10.4 million class M-4 affirmed at 'AA'
     (BL: 31.42, LCR: 2.11);

  -- $9.4 million class M-5 affirmed at 'AA-'
     (BL: 27.52, LCR: 1.85);

  -- $8.2 million class M-6 affirmed at 'A'
     (BL: 24.04, LCR: 1.62);

  -- $7.2 million class M-7 affirmed at 'A-'
     (BL: 20.91, LCR: 1.41);

  -- $3.7 million class M-8 downgraded to 'BBB' from 'BBB+'
     (BL: 19.19, LCR: 1.29);

  -- $3.1 million class M-9 downgraded to 'BBB-' from 'BBB+'
     (BL: 16.96, LCR: 1.14);

  -- $6 million class M-10 downgraded to 'BB' from 'BBB'
     (BL: 15.00, LCR: 1.01);

  -- $4.4 million class M-11 downgraded to 'B' from 'BBB-'
     (BL: 13.68, LCR: 0.92);

  -- $5 million class M-12 downgraded to 'B' from 'BB+'
     (BL: 12.04, LCR: 0.81) and placed on Rating Watch
     Negative;

  -- $5 million class M-13 downgraded to 'C/DR5' from 'BB'
     (BL: 10.16, LCR: 0.68).

Summary

  -- Originators: (100% New Century);
  -- 60+ day Delinquency: 25.98%;
  -- Realized Losses to date (% of Original Balance): 0.42%;
  -- Expected Remaining Losses (% of Current Balance): 14.86%;
  -- Cumulative Expected Losses (% of Original Balance): 6.33%.


HASCO 2005-NC2

  -- $83.8 million class A- affirmed at 'AAA'
     (BL: 61.80, LCR: 3.48);

  -- $16.8 million class M-1 affirmed at 'AA+'
     (BL: 52.54, LCR: 2.96);

  -- $15.2 million class M-2 affirmed at 'AA'
     (BL: 43.41, LCR: 2.44);

  -- $10.6 million class M-3 affirmed at 'AA-'
     (BL: 37.88, LCR: 2.13);

  -- $7.6 million class M-4 affirmed at 'A+'
     (BL: 33.66, LCR: 1.89);

  -- $7.3 million class M-5 affirmed at 'A'
     (BL: 29.55, LCR: 1.66);

  -- $6.4 million class M-6 affirmed at 'A-'
     (BL: 25.91, LCR: 1.46);

  -- $6.4 million class M-7 downgraded to 'BBB' from 'BBB+'
     (BL: 22.14, LCR: 1.25);

  -- $5 million class M-8 downgraded to 'BB' from 'BBB'
     (BL: 19.19, LCR: 1.08);

  -- $3.4 million class M-9 downgraded to 'BB' from 'BBB-'
     (BL: 17.16, LCR: 0.97);

  -- $3.4 million class M-10 downgraded to 'B' from 'BB+'
     (BL: 15.17, LCR: 0.85) and placed on Rating Watch
     Negative;

  -- $4.3 million class M-11 downgraded to 'C/DR5' from 'BB'
     (BL: 12.86, LCR: 0.72).

Summary

  -- Originators: (100% New Century);
  -- 60+ day Delinquency: 31.58%;
  -- Realized Losses to date (% of Original Balance): 0.49%;
  -- Expected Remaining Losses (% of Current Balance): 17.77%;
  -- Cumulative Expected Losses (% of Original Balance): 7.47%.

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.


HIGDON FURNITURE: Gets Interim OK to Use Lender's Cash Collateral
-----------------------------------------------------------------
The Hon. Lewis M. Killian, Jr., of the U.S. Bankruptcy Court for
the Northern District of Florida gave Higdon Furniture Company
interim approval to use cash collateral securing its obligations
to Capital City Bank.

The Debtor explains that without the use of cash collateral, it
will be unable to pay employees, utilities or maintenance
payments, and other administrative expenses.  Consequently, Debtor
will be unable to maximize the value of the estate and to
reorganize its business, since receivables from the operation of
its business are the sole source of income for payment of its
operating expenses.

                         Capital City Debt

The Debtor owes its sole major secured creditor, Capital City, in
the amount of $3,799,950 as of the bankruptcy filing.  Capital
City's debt is secured by a security interest in the Debtor's
accounts receivable, inventory, and raw materials.

The Debtor says its outstanding receivables as of the Oct. 31,
2007, are in the approximate amount of $1,114,797.  The value of
Debtor's inventory is in the amount of $1,582,125 and the value of
the raw materials is in the amount of $2,488,885 for a total of
$5,185,807.

The Debtor is confident that based on its equity securing Capital
City's loans, no controversy will exist.  In fact, it would show
that an excess of adequate protection exists for Capital City in
the form of equity in the collateral securing the debt.

However, the Debtor says that if Capital City did oppose the use
of it's cash collateral, it is likely that the Debtor will prevail
at a final hearing under Section 363(e) and that Capital City will
not be harmed by the entry of an order on an interim or final
basis.

The Debtor relates that Capital City has not consented to the
continued use of accounts receivable, inventory and raw materials
for operations.

The Court set a final hearing on the matter on the second or
subsequent week in January 2008, the date and time of which is to
be set at a later date.

                       About Higdon Furniture

Quincy, Florida-headquartered Higdon Furniture Company --
http://www.higdonfurniture.com/-- designs, manufactures and ships  
furniture in Quincy, Florida and originates accounts receivable
and inventory on a daily basis.  The Debtor filed for chapter 11
petition on Oct. 31, 2007 (Bankr. N.D. Fla. Case No. 07-40562).  
C. Edwin Rude, Jr., Esq., represents the Debtor in its
restructuring efforts.  The Debtor's schedules disclose total
assets of $11,039,750 and total liabilities of $10,007,737.


ISONICS CORP: Oct. 31 Balance Sheet Upside-Down by $1.9 Million
---------------------------------------------------------------
Isonics Corp.'s consolidated balance sheet at Oct. 31, 2007,
showed $15.5 million in total assets and $17.4 million in total
liabilities, resulting in a $1.9 million total stockholders'
deficit.

The company reported a net loss of $2.8 million on total revenues
of $6.1 million for the second quarter ended Oct. 31, 2007,
compared with a net loss of $3.6 million on total revenues of
$7.3 million in the corresponding period in 2006.

Revenues from the security services and homeland security products
segments increased slightly while revenues from the semiconductor
products and services segments decreased for the three months
ended Oct. 31, 2007, as compared to the same period of the prior
fiscal year.

The slowdown in the semiconductor products and services segment
significantly impacted revenues, which decreased by approximately
43.3% to $2.0 million for the three months ended Oct. 31, 2007, as
compared to $3.5 million for the three months ended Oct. 31, 2006.  

Notwithstanding the decrease in revenues, the company's operating
loss for the quarter ended Oct. 31, 2007, decreased to
$1.7 million, from $3.1 million in the prior period quarter,
mainly due to reduced operating expenses.

Other expense, net increased to $1.1 million for the three months
ended Oct. 31, 2007, versus other expense of $511,000 during the  
same period ended Oct. 31, 2006.  This change was mainly as a
result of a $728,000 increase in interest expense, partly offset
by a $302,000 increase in gain on derivative instruments.

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?2679

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 2, 2007,
Hein & Associates LLP, in Denver, expressed substantial doubt
about Isonics Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the e
years ended April 30, 2007, and 2006.  The auditing firm reported
that the company has suffered recurring losses from operations and
will continue to require funding from investors for working
capital.

The company disclosed that subsequent to Oct, 31, 2007, it   
potentially became non-compliant with certain non-financial
covenants of their outstanding convertible debentures in the
cumulative amount of $20,044,000 as of Oct. 31, 2007, which are
due in May 2009.  The company is in discussions with the holder of
the convertible debentures concerning waivers and potential
corrective actions related to the covenants in question.  As of
Dec. 17, 2007, no waivers have been obtained and management cannot
provide assurance that the holder of the convertible debentures
will not declare an Event of Default.  

                   About Isonics Corporation

Based in Golden, Colo., Isonics Corp. (NasdaqCM: ISON) --
http://www.isonics.com/-- develops, manufactures, and markets    
various specialty chemicals used in semiconductor devices, medical
diagnostics, imaging and therapy, drug development, and energy
production.  


LAS VEGAS JOINT: Cash Flow Deficits Cue S&P to Cut Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lake at Las Vegas Joint Venture and LLV-1 LLC
(collectively, the borrowers) to 'CC' from 'CCC'.  Standard &
Poor's also lowered its rating on the bank loan to 'CCC-' from
'CCC+', and affirmed the recovery rating at '2,' which indicates
the expectation for substantial recovery in the event of default.  
At the same time, S&P placed the ratings on CreditWatch with
negative implications.  These rating actions affect a $540 million
senior secured credit facility.
     
The downgrades and CreditWatch listings indicate that the
privately held borrowers' senior secured credit facility is highly
vulnerable to nonpayment due to an extremely constrained liquidity
position.  Cash flow deficits are substantial and ongoing because
of the severe contraction in demand for residential real estate in
the Las Vegas metropolitan area.  The borrowers were current on
debt service obligations through Sept. 30, 2007, and lenders
agreed to temporarily waive a technical event of default related
to the failure to close on the sale of a 62-acre man-made island
parcel, as required under the terms governing the credit facility.  
The borrowers continue to negotiate with several potential buyers
of large parcels of land and with other investors, and hope to
close before year-end.  However, lenders have appointed a chief
restructuring officer and appear likely to pursue available rights
and remedies to preserve recovery value, including exerting
further control over the property's management if these sales or
refinancings are not closed by year-end.
     
The borrowers are limited liability companies formed to acquire
the land and construct the infrastructure improvements at the Lake
Las Vegas Resort, a master-planned, 3,600-acre residential and
resort community in Henderson, Nevada.  The majority of
infrastructure improvements, including the construction of an 18-
story dam and a 320-acre navigable lake that uniquely positions
the community in the Las Vegas marketplace, have been completed.  
The community also contains three golf courses, two luxury hotels,
and other amenities.
     
      Ratings Lowered and Placed on CreditWatch Negative

           Lake at Las Vegas Joint Venture/LLV-1 LLC
      
                   To                  From
                   --                  ----
      Corporate    CC/Watch Neg/--     CCC/Watch Neg/--
      Credit       

      Secured
      Debt         CCC-/Watch Neg/     CCC+
                  (Recov rtg:2)        (Recov rtg: 2)


LB-UBS: S&P Holds Low-B Ratings on Six 2004-C6 Class Certificates
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 24
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2004-C6.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Nov. 19, 2007, remittance report, the collateral pool
consisted of 94 loans with an aggregate trust balance of  $1.312
billion, compared with the same number of loans totaling $1.347
billion at issuance.  Fourteen percent of the trust represents
defeased collateral.  The master servicer, Wachovia Bank N.A.,
reported financial information for 99% of the nondefeased loans.  
Ninety-eight percent of the servicer-provided information was
full-year 2006 or more recent data.  Using this information,
Standard & Poor's calculated a weighted average debt service
coverage of 1.83x, up from 1.63x at issuance.  All the loans in
the pool are current, and there are no loans with the special
servicer.  To date, the trust has not experienced any losses.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $714.4 million (54%) and a weighted average
DSC of 1.87x, up from 1.84x at issuance.  The fifth- and 10th-
largest loans are on the watchlist.  Standard & Poor's reviewed
property inspections provided by the master servicer for all of
the assets underlying the top 10 exposures and all of the
properties were characterized as "good."

Credit characteristics for three of the top 10 loans and two other
loans are consistent with those of investment-grade obligations,
and the seventh-largest loan is no longer consistent with those of
investment-grade obligations.  Details of the loans in the top 10
are:

The largest exposure in the pool, Northshore Mall ($208.1 million,
16%), is secured by a fee and leasehold interest in 808,380 sq.
ft. of a 1.7 million-sq.-ft. super regional mall in Peabody, Mass.  
Northshore Mall is undergoing a three-phase renovation, which will
replace the Macy's anchor with a Nordstrom's anchor.  The master
servicer reported a DSC of 2.53x and 87% occupancy as of June 30,
2007.  The reported DSC is based on a partial interest-only
period.  Including amortization, the adjusted DSC is 2.25x.  
Standard & Poor's underwritten net cash flow is comparable to its
level at issuance.  

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

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

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

Wachovia reported a watchlist of 21 loans ($132.1 million, 10%).  
Columbia Self Storage Portfolio ($35.1 million, 3%) is the largest
loan on the watchlist and the sixth-largest loan in the pool.  The
loan is secured by four, self storage properties totaling 371,350
sq. ft. in the greater New York City area.  The loan appears on
the watchlist because the property reported a June 30, 2007, DSC
of 1.07x.
     
Harrisonburg Crossing, the 10th-largest loan in the pool
($26.7 million, 2%) is secured by a 203,007-sq.-ft. retail
property in Harrisonburg, Virginia.  The loan appears on the
watchlist due to delinquent tax payments on two out-parcel spaces
not owned by the borrower.  Subsequently, the taxes have been paid
and Wachovia is awaiting verification of the tax payments prior to
taking the loan off the watchlist.  The DSC and occupancy were
1.67x and 99%, respectively, as of June 30, 2007.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the rating
affirmations.
     
                         Ratings Affirmed
     
              LB-UBS Commercial Mortgage Trust 2004-C6  
           Commercial Mortgage Pass-Through Certificates
   
              Class     Rating        Credit enhancement
              -----     ------        ------------------
              A-1       AAA                 12.57%
              A-2       AAA                 12.57%
              A-3       AAA                 12.57%
              A-4       AAA                 12.57%
              A-5       AAA                 12.57%
              A-6       AAA                 12.57%
              A-1A      AAA                 12.57%
              B         AA+                 11.55%
              C         AA                   9.75%
              D         AA-                  8.60%
              E         A+                   7.57%
              F         A                    6.41%
              G         A-                   5.52%
              H         BBB+                 4.62%
              I         BBB                  3.98%
              J         BBB-                 2.69%
              L         BB+                  2.57%
              M         BB                   2.05%
              N         BB-                  1.67%
              P         B+                   1.41%
              Q         B                    1.28%
              S         B-                   1.15%
              X-CL      AAA                   N/A
              X-CP      AAA                   N/A

                      N/A - Not applicable.


LB-UBS COMMERCIAL: S&P Junks Rating on Class N Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 15
classes of commercial mortgage pass-through certificates from LB-
UBS Commercial Mortgage Trust 2001-C3.
     
The affirmed ratings reflect credit enhancement levels that
adequately support the ratings through various stress scenarios.
     
As of Nov. 19, 2007, the collateral pool consisted of 111 loans
with an aggregate balance of $1.12 billion, down from 134 loans
with a balance of $1.38 billion at issuance; 22% of the trust
represents defeased collateral.  Wachovia Bank N.A. reported
financial information for 99% of the nondefeased loans.  Ninety-
eight percent of the servicer-provided information was full-year
2006 or more recent data.  Using this information, Standard &
Poor's calculated weighted average debt service coverage of 1.45x,
compared with 1.51x at issuance.  All of the loans in the pool are
current, and there are no loans with the special servicer.  To
date, the trust has experienced nine losses totaling $8.6 million.  
S&P previously downgraded four classes from this deal because it
anticipated losses to the trust.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $559.1 million (50%) and a weighted average
DSC of 1.51x, down from 1.75x at issuance.  The decrease in DSC
resulted primarily from decreases in net cash flow since issuance
for six of the top 10 loans.  The seventh and ninth-largest loans
are on the watchlist.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures, and all of the properties were
characterized as "good."
     
Credit characteristics for the Chrysler Building, Cape Cod, Vista
Ridge Mall, and Westlake Center loans are consistent with those of
investment-grade obligations, and the credit quality of the
Shoppingtown Mall loan is no longer consistent with an investment-
grade obligation.  Details of these loans are:

The Chrysler Building has a whole-loan balance of $209.8 million.  
The $169.8 million (15%) A note is the largest asset in the trust,
while the $40 million B note  is held in the stand-alone Chrysler
Building Mortgage Trust series 2001-C3A transaction.  
Additionally, the equity interest in the property is encumbered by
$30 million of mezzanine debt.  Standard & Poor's adjusted
valuation is stable since issuance, and the loan exhibits credit
characteristics consistent with those of high investment-grade
obligations.

Cape Cod is the second-largest loan in the pool with a trust
balance of $92.2 million (8%).  The loan is secured by fee and
leasehold interest in a 527,886-sq.-ft. portion of a 727,606-sq.-
ft. mall in Hyannis, Massachusetts.  For the year ended Dec. 31,
2006, the DSC was 1.81x and occupancy was 98%.  Standard & Poor's
adjusted NCF for this loan is up 6% from its level at issuance.

The third-largest exposure in the pool, Vista Ridge Mall ($82.5
million, 7%), is secured by 379,777 sq. ft. of a 1,052,839-sq.-ft.
regional mall in Lewisville, Texas, near Dallas.  For the year
ended Dec. 31, 2006, the DSC was 1.67x and the occupancy was 94%.
Standard & Poor's adjusted NCF for this loan increased 4% from its
level at issuance.

The fourth-largest exposure in the pool, Westlake Center ($66.4
million, 6%), is secured by a 342,842-sq.-ft office property,
which includes 110,983 sq. ft. of retail space in Seattle,
Washington.  The property was completed in 1987 and is blocks away
from Seattle's Space Needle.  For the year ended Dec. 31, 2006,
the DSC was 1.55x and the occupancy was 89%.  Standard & Poor's
adjusted NCF for this loan is down 2% compared with its level at
issuance.

Shoppingtown Mall is the fifth-largest loan ($41 million, 4%) in
the pool and is secured by 755,275 sq. ft. in a 1,1017,835-sq.-ft
enclosed regional mall in Dewitt, New York. For the year ended
Dec. 31, 2006, the DSC was 1.28% and occupancy was 85%, down from
1.65x and 93%, respectively, at issuance.  Standard & Poor's
adjusted NCF is down 25% from its level at issuance due to
decreased occupancy and rental income.  The property manager,
Macerich, is in the process of repositioning the mall as a
lifestyle center.
     
Wachovia reported a watchlist of 26 loans with an aggregate
outstanding balance of $141.9 million (13%).  The sixth-largest
loan, Park Central ($30.6 million, 3%), is secured by a 343,419-
sq.-ft. mixed-used office and retail property built in 1996 in
Phoenix, Arizona.  The loan is on the watchlist because of a low
DSC.  While the retail portion of the property is 100% leased, the
office space is facing leasing challenges and the property manager
is offering rent concessions to improve occupancy.  DSC was 0.78x
and occupancy was 91% for year-end 2006.

The ninth-largest loan, the Homewood Suites portfolio ($17.7
million, 2%), is secured by two hotel properties totaling 291
rooms in Billerica, Massachusetts, and Bloomington, Minnesota.  
The loan is on the watchlist because the Homewood Suites in
Billerica, Massachusetts, had a low DSC of 0.93x as of June 30,
2007.  Occupancy was 71% as of the same date.  The Homewood Suites
in Bloomington reported a DSC of 2.07x as of June 30, 2007.
     
The watchlist also includes Brentwood Place, the 10th-largest loan
in the pool.  A 65,452-sq.-ft. retail property in Los Angeles
secures the $16.4 million loan (2%).  The loan was placed on the
watchlist because of a lack of documented insurance coverage.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the rating
affirmations.
  
                       Ratings Affirmed
   
             LB-UBS Commercial Mortgage Trust 2001-C3
          Commercial Mortgage Pass-Through Certificates
   
             Class     Rating   Credit enhancement
             -----     ------   ------------------
              A-1       AAA           21.48%
              A-2       AAA           21.48%
              B         AAA           16.53%
              C         AA            12.54%
              D         A+            11.10%
              E         A-             9.49%
              F         BBB+           7.88%
              G         BBB            6.80%
              H         BB+            5.41%
              J         BB             3.56%
              K         BB-            2.94%
              L         B              2.01%
              M         B-             1.70%
              N         CCC            1.08%
              X         AAA             N/A
    
                        N/A - Not applicable.


LEARNING CENTER: Moody's Holds Ba2 Rating with Stable Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 rating assigned to The
Learning Center for the Deaf (formerly The Learning Center for
Deaf Children).  The outlook for the rating is stable.  The rating
applies to $9 million of outstanding Series 1999 bonds issued
through the Massachusetts Health and Educational Facilities
Authority.

                            Strengths

   * Established history and strong reputation in providing
     services for deaf children, with a focus on bilingual
     education including both sign language and spoken English.  
     Curriculum expanded to include students with cochlear
     implants, early intervention and parent/infant programs,
     outreach and autistic children.  All programs are at
     capacity;

   * Consistent, although thin, operating history (cash flow
     margin of 3.3% in 2007) expected to be sustained by stability
     of government paid revenue streams and limited competition
     for the services provided;

   * Restructuring of services in fiscal 2006 provided for needed
     rate increases and tuition increases which have been used to
     increase salaries and aided retention of staff;

   * Limited additional capital needs should keep relatively high
     leverage steady (cash to debt ratio of 36%); and

   * New focus on fundraising for capital projects and future
     development of its campus.

                            Challenges

   * Small size of organization with $15.6 million of operating
     revenue in 2007 (excluding fundraising and investment income
     from operating revenues);

   * Thin levels of cash of $3.4 million compared to debt or
     annual expenses (78 days cash).  Days of cash on hand has
     fallen from peak leveling 2006 of 94 days;

   * Primary source of revenue growth is subject to state
     regulation and has been limited over recent years by state
     economics.  Only through restructuring which can only be
     achieved once every five years, can the tuition based rate be
     raised more than by the annual (typically 3-4%) cost of
     living adjustment; and

   * More intensive needs of children served requires additional
     staffing and facility renovations.

The Learning Center for the Deaf changed its name July 1, 2007 to
better reflect its student population that ranges up to age 22
years.  LCD has consistently operated with small operating
deficits and consistent levels of operating cash flow that have
ranged between 2.3% in 2004 and 3.3% in 2007.  A bump in rates
following a restructuring of its services provided an immediate
improvement in its margins for 2006 (5.0% operating cashflow
margin), that has returned to more normalized levels.  Given the
Center's reliance on stable municipal and State government payors
for the vast majority of revenues, Moody's expects operating
performance to remain stable.

The Center operates primarily as a school for deaf children, with
some programs incorporating residential services for students with
additional needs.  Local school districts and towns pay the Center
for educational services provided at tuition rates that are set by
the Commonwealth of Massachusetts, with a 3% surcharge added to
the rates paid by out of state payers.  Rate increases by the
Commonwealth are modest averaging between 2-4%, and it was through
a restructuring of its existing service array in February 2006
that resulted in a new base rate for programs to incorporate the
additional staffing needed to treat students who are deaf and have
additional medical challenges.  The first full year of rebased
rates contributed to a 15% increase in revenues in 2007 over 2006
levels.

The Center's liquidity has grown modestly over time, with
unrestricted cash and investments rising to $2.9 million in 2004
and representing 88 days cash on hand.  Moody's does not expect
liquidity to grow substantially from current levels.  Fundraising
continues toward the renovation of its library and the CEO of LCD
will be devoting more of his time in the coming year to the
Center's fundraising campaign, with a goal of raising $4 million
that would be used for the construction of a library facility and
for other programmatic purposes.  As pledge payments are received,
liquidity could be positively impacted.

Enrollment in the Center's various schools has grown over time,
with 214 students currently enrolled across various locations and
programs.  The largest programs include the Randolph School (39
students) and the Elementary School (44 students).  Waiting lists
exist for The Walden School, a residential program that has
expanded into additional homes around the campus for its 34
students.  The Center reports that it continues to operate near
capacity in most programs and current space limitations at the
existing physical plant are straining high school operations.  
Strategic planning has incorporated programs for special needs
students, autistic children, parent/infant programs and early
schooling programs for students with cochlear implants and it is
our anticipation that the need for LCD services will at least be
maintained over the longer term.

The Learning Center for Deaf Children's rating outlook remains
stable reflecting our expectation for steady demand for its
programs, maintenance of break-even or positive operating results
and no additional borrowing plans.

   * What could change the rating -- Up

     -- Increase in liquidity

   * What could change the rating -- Down

     -- Reduction in liquidity from current levels, changes to
        reimbursement that results in increasing operating losses.

                         Key Indicators

* Assumptions & Adjustments:

  -- Based on financial statements for The Learning Center for
     Deaf Children, Inc.;

  -- First number reflects audit year ended June 1, 2006;

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

  -- Investment returns normalized at 6% unless otherwise noted.

* Total operating revenues: $13.6 million; $15.7 million

* Moody's-adjusted net revenue
  available for debt service:   $1.33 million; $1.22 million

* Total debt outstanding: $9.6 million; $9.4 million

* Maximum annual debt service (MADS): $799 thousand; $799 thousand

* MADS Coverage with
  reported investment income: 1.49 times; 1.44 times

* Moody's-adjusted MADS Coverage with
  normalized investment income: 1.67 times; 1.52 times

* Debt-to-cash flow: 13.51 times; 15.37 times

* Days cash on hand: 94.6 days; 78.2 days

* Cash-to-debt: 36.7%; 36.0%

* Operating margin: -2.7%; -3.5%

* Operating cash flow margin: 5.0%; 3.3%


* Rated Debt (debt outstanding as of June 30, 2007)

  -- Series 1999C ($8.755 million outstanding) rated Ba2


LIONEL LLC: Disclosure Statement Hearing Set for January [10]
-------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court approved
the request of Lionel LLC and its debtor-affiliate, Liontech
Company, for a bridge order extending the Debtors exclusive period
to file a chapter 11 plan and solicit acceptances of that plan.

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

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

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

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

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

                        About Lionel LLC

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

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


MANOR CARE: Presses Regulators to Decide on Stay Dissolution Issue
------------------------------------------------------------------
Manor Care, Inc. filed a motion with the West Virginia Heath Care
Authority to dissolve the stay issued to the Authority's previous
decision to approve a certificate of need application regarding
the sale of Manor Care to The Carlyle Group.  The motion also
requests that the Authority issue an immediate decision in the
matter.

On Dec. 14, 2007, the Authority held a reconsideration hearing of
its previous decision to approve the CON after District 1199 of
the Health Care and Social Services Union and the Service
Employees International Union requested reconsideration.  As was
clear from the day's proceedings, there was no evidence to support
SEIU's request for reconsideration.

"We have been and continue to be committed to providing the
highest quality of care to our patients in West Virginia - and
across the country -- and we are confident this transaction will
only strengthen our efforts in that area.  Quick approval from
West Virginia is essential," said Stephen L. Guillard, executive
vice president and chief operating officer of Manor Care.  "Based
on the failure of SEIU to raise any legitimate legal issues during
the six-hour hearing on Friday, we believe there are no grounds to
maintain the stay.  We are filing a motion for an immediate lift
of the stay and respectfully requesting that the Health Care
Authority issue an immediate decision on the transaction."

The Authority approved Manor Care's CON application on Oct. 19,
2007, and found that Manor Care had satisfied all of the
requirements set forth in the CON application.  Neither District
1199 nor the SEIU chose to participate in the proceedings
surrounding that CON application.  On Nov. 16, 2007, nearly the
last day before the deadline for requesting reconsiderations,
District 1199 requested a stay and reconsideration of the
decision.  The Authority granted the motion to reconsider on
Nov. 20, 2007, setting December 14 as the reconsideration hearing
date.

As of the latest posting of the West Virginia Investment
Management Board, which manages state pension plans, the fund
holds approximately 161,000 shares of Manor Care, Inc. stock.  
Each day this transaction is delayed results in a monetary loss of
about $1 million for Manor Care shareholders nationwide, including
West Virginia pension holders.

"We respectfully request that the Health Care Authority lift the
stay and approve our transaction immediately so that we can focus
on our core mission -- bringing quality care to our patients in
West Virginia," continued Mr. Guillard.

Manor Care, Inc., through its operating group HCR Manor Care, is a
leading provider of short-term post-acute services and long-term
care.  The company's nearly 60,000 employees provide high-quality
care for patients and residents through a network of more than 500
skilled nursing and rehabilitation centers, assisted living
facilities, outpatient rehabilitation clinics, and hospice and
home care agencies.  The company operates primarily under the
respected Heartland, ManorCare Health Services and Arden Courts
names.

                    About Manor Care Inc.

Headquartered in in Toledo, Ohio, Manor Care Inc. (NYSE:HCR),
referred to as Manor Care and HCR Manor Care -- http://www.hcr-
manorcare.com/  -- provides a range of healthcare services,
including skilled nursing care, assisted living, post-acute
medical and rehabilitation care, hospice care, home healthcare and
rehabilitation therapy.  The company operates in two segments:
long-term care, which includes skilled nursing care and assisted
living, and hospice and home healthcare.  Healthcare providers use
the records in connection with patient care and other
administrative purposes.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 29, 2007,
Moody's Investors Service assigned a B2 Corporate Family Rating to
HCR Healthcare LLC, which is expected to be a newly formed entity
that will house the operations of Manor Care Inc.  The real estate
assets of Manor Care, Inc. will be transferred to a separate
entity.  Both HCR Healthcare LLC and PropCo will be wholly owned
subsidiaries of Manor Care Inc.

Moody's also assigned a Ba3 rating to HCR Healthcare's proposed
senior secured credit facilities, consisting of a $200 million
revolver and a $700 million term loan.  The outlook for the
ratings is stable.

As of Sept. 4, 2007, Manor Care carries Standard & Poor's "B+"  
long-term foreign and local issuer credits ratings.


MAPCO EXPRESS: Weak Performance Prompts S&P to Downgrade Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on the Franklin, Tenn.-based Mapco
Express Inc. to 'B' from 'B+'.  The outlook is stable.
     
The downgrade reflects weaker-than-expected operating performance
in the company's third quarter (ended Sept. 30, 2007), resulting
from significantly lower margins on retail fuel sales, which fell
to 15.2% from 20.7% in the same period in 2006.  "The ratings
decision also reflects our belief that the macroeconomic
environment in 2008 will be challenging for the company given that
a weak dollar will likely keep wholesale fuel prices high,
pressuring retail gasoline margins," said Standard & Poor's credit
analyst Charles Pinson-Rose, "and that a slowdown in the U.S.
economy could pressure top-line
sales."


MEDCATH HOLDINGS: S&P Maintains B+ Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Charlotte, North Carolina-based MedCath Holdings
Corp.  The outlook is positive.  At the same time, S&P revised our
bank loan and recovery ratings on MedCath.  S&P raised the rating
on the senior secured revolving credit facility to 'BB' (two
notches higher than the corporate credit rating) from 'B+'.  The
recovery rating has been revised to '1', indicating expectation
for very high (90%-100%) recovery in the event of a payment
default.  This rating action reflects the reduction in the amount
of senior secured debt as its $100 million term loan B is fully
repaid, and other priority debt substantially reduced.

"The low-speculative-grade rating on MedCath, an operator of
primarily specialty cardiovascular care hospitals, reflects the
reimbursement risk associated with a narrow focus in a highly
competitive business, the geographic concentration of a small
portfolio of 11 hospitals (one of which is being developed in
Arizona), and regulatory issues that could change the company's
prospects," said Standard & Poor's credit analyst David Peknay.   
These concerns are only partially mitigated by MedCath's
relatively well-established presence in its markets.
     
MedCath primarily is focused on the diagnosis and treatment of
cardiovascular disease and is a key provider in this area.  The
company owns and operates hospitals with 635 licensed beds, and
has majority ownership stakes in a number of diagnostic and
therapeutic facilities.  Because the population is aging, and
cardiovascular disease is the leading cause of death in the U.S.,
MedCath should see strong demand for its services in the future.  
However, more intense competition and greater reimbursement and
regulatory challenges have caused management to revise its focus.  
The company has been increasing its presence in acute care, and
partnership opportunities may help solidify local market
positions.  An experienced senior management team is leading this
strategic redirection.
     
Nonetheless, MedCath will continue to face reimbursement risk, as
it relies heavily on Medicare for an estimated 45% of total
revenues.  In the recent past, payment revisions to Medicare's
diagnosis-related groups did pressure reimbursement for key
cardiology services.  For 2008, the implementation of Medicare's
Medical Severity Diagnosis-Related Groups is not expected to hurt
MedCath's reimbursement.  However, that does not preclude future
potentially adverse changes.  Additionally, bad debt, which has
grown in recent years, may increase further over the next several
years, particularly as MedCath increases its presence in general
acute care services.  Although S&P believes MedCath's efforts to
form partnerships with other hospitals are prudent, they may not
soon provide significant earnings growth opportunities.  MedCath's
strategy to expand its acute care business to lessen its
dependence on cardiology has merit, but its expected success will
take time to be evident.


MERIDIAN AUTOMOTIVE: Judge Walrath Re-Opens Chapter 11 Cases
------------------------------------------------------------
The Honorable Mary Walrath of the U.S. Bankruptcy Court for the
District of Delaware re-opened the Chapter 11 cases of Meridian
Automotive Systems Inc. and certain of its affiliates for the
limited purpose of considering the settlement entered into by
Meridian with Plastech Engineered Products, Inc.

Judge Walrath had previously directed Plastech to pay $1,250,000,
as well as pre-judgment interest to Meridian Automotive.  Plastech
took an appeal to the U.S. District Court for the District of
Delaware from the Compliance Order.

In her order re-opening the cases of Meridian Automotive, Judge
Walrath also said that the Supersedeas Bond filed by Plastech in
September 2007, including all subsequent riders, will remain in
full force and effect pending the District Court's determination
of the Appeal.  Upon the District Court's dismissal of the Appeal,
Plastech's obligation under the Supersedeas Bond will be void and
that Bond will be released.

Judge Walrath further said the Bankruptcy Court will retain
jurisdiction to interpret, implement, and enforce the terms of the
Settlement Agreement in all respects, including any claims or
controversies that arise from or in any way pertain to the
Settlement Agreement.

                    Settlement Agreement

After filing the Appeal, Plastech and Meridian engaged in
negotiations to settle the issue, Gregg M. Galardi, Esq., at
Skadden, Arps, Slate, Meagher & Flom, LLP, in Wilmington,
Delaware, related.

Thus, in November 2007, Meridian and Plastech entered into a
binding agreement settling the Appeal.  

Mr. Galardi told the Court that the proposed Settlement Agreement,
however, will become null and void if either of these events
occur:

   (a) the event the Bankruptcy Court does not issue an order
       vacating the Compliance Order by Dec. 18, 2007;

   (b) the time to appeal the Vacatur Order has not expired by
       Dec. 28, 2007, which is the Settlement Deadline;

   (c) the Vacatur Order has become subject to a stay of appeal
       as of the Settlement Deadline; or

   (d) Plastech has not paid the settlement amount in full by
       Dec. 31, 2007.

                   MAS Litigation Trust Objects

The Meridian Automotive Systems Litigation Trust, through Ocean
Ridge Capital Advisors, LLC, as litigation trustee, asks the
Bankruptcy Court to deny Plastech's request for an order vacating
the Compliance Order.  

In the alternative, the MAS Trust asks the Bankruptcy Court to
set a briefing schedule to allow for proper and full briefing of
the substantive and procedural issues involved, and to schedule a
hearing to afford parties-in-interest an opportunity to be heard
on the issue.

Kathryn Schulhaus Keller, Esq., at Campbell & Levine, LLC, in
Wilmington, Delaware, relates that the MAS Trust has commenced an
avoidance action against Plastech asserting that Plastech has
received more than $5,600,000 in preferential transfers.  

Ms. Keller asserts that the Compliance Order and an order
vacating it will have far reaching implications and effects on
the currently pending adversary proceeding commenced by the MAS
Trust against Plastech.  

Specifically, the Compliance Order and Judge Walrath's findings
are critical to the MAS Trust's prima facie claim asserted in the
Adversary Proceeding and Plastech's potential defenses,
Ms. Keller says.  The vacature of the Compliance Order could
unduly prejudice and prove detrimental to the Trust.

Ms. Keller relates that Plastech, in the Adversary Proceeding,
has acknowledged that the Compliance Order and the adjudication
of the Appeal may potentially prove dispositive of certain
aspects of the Adversary Proceeding.  Plastech has even asked for
an informal stay of the Adversary Proceeding pending resolution
of the Appeal process, she adds.

         District Court Remands Appeal to Bank. Court

At the behest of Plastech, Judge Gregory Sleet of the United
States District Court for the District of Delaware remands the
Appeal back to the Bankruptcy Court for the limited purpose of
allowing Judge Walrath to consider a settlement agreement between
Plastech and Meridian Automotive, and the vacatur of the
Compliance Order.

                   About Meridian Automotive

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies    
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  

The Hon. Mary Walrath confirmed Meridian's Revised Fourth Amended
Reorganization Plan on Dec. 6, 2006.  The company emerged from
chapter 11 protection on Dec. 29, 2006.  On Sept. 24, 2007, the
Court entered a decree closing the Debtors' Chapter 11 Cases.  
(Meridian Bankruptcy News, Issue No. 59; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


MERRILL LYNCH: S&P Holds Low-B Ratings on Classes H and J Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of commercial mortgage pass-through certificates from
Merrill Lynch Financial Assets Inc.'s series 2002-Canada7.  
Concurrently, S&P affirmed its ratings on the remaining five
classes from this transaction, including the 'AAA' ratings on
classes A-1, A-2, and X.
     
The raised and affirmed ratings reflect increased credit support
due to principal paydowns, the defeasance of $72.2 million (34%)
of the pool, and credit enhancement that provides adequate support
through various stress scenarios.  The rating adjustments also
considered the exposure to two specially serviced assets.

As of the Dec. 12, 2007, remittance report, the collateral pool
consisted of 39 loans with an aggregate principal balance of
$212.5 million, down from 49 loans with a balance of approximately
$280.7 million at issuance.  The reduced principal balance is due
to amortization and loan payoffs.  The master servicer, Midland
Loan Services Inc. (Midland), provided financial information for
92% of the nondefeased loans.  Ninety-one percent of the servicer-
provided information was full-year 2006 or 2007 data.  Using this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.50x, up from 1.40x at issuance.  All of the
loans in the pool are current.  There are two loans with the
special servicer, Capmark Finance Inc.,. The trust has suffered a
loss of  $43,734 to date due to a loan that liquidated in July
2007.
     
The top 10 exposures have an aggregate outstanding trust balance
of $103.1 million (49%).  Excluding the sixth-largest exposure,
which has not reported recent financial data, the weighted average
DSC for the top 10 loans is 1.46x, up from 1.41x at issuance.  
Standard & Poor's reviewed the property inspections provided by
the master servicer for the properties securing the top 10
exposures, and all were characterized as "good" or "excellent."
     
The sixth- and seventh-largest exposures are with the special
servicer.  The sixth-largest exposure, 2075 University
($7.4 million; 4%), is secured by a 130,705-sq.-ft. office
building in Montreal, Que.  The borrower failed to pay off the
loan at its January 2007 maturity due to a lawsuit involving the
borrower's principal.  The lawsuit froze the borrower's assets and
prevented the loan from being refinanced.  The loan is current and
the August 2007 inspection noted the property to be in good
condition with 89% occupancy.  Capmark is negotiating a standstill
agreement with the borrower to extend the loan's maturity while
the borrower files a motion to remove the asset from the lawsuit.  
The seventh-largest exposure, Holiday Inn Brampton Select ($6.3
million; 3%), is secured by a 145-room full-service hotel in
Brampton, Ont.  The loan was transferred to Capmark in November
2007 when the borrower failed to fund required furniture,
fixtures, and equipment reserves.  Capmark and the borrower are
discussing plans that will bring past FF&E reserves current. The
loan has a reported DSC of 1.31x for 2006.

As of the December 2007 remittance report, Midland reported two
loans with an aggregate outstanding balance of $2.5 million (1%)
on the watchlist.  The loans are on the watchlist due to low DSC
or significant tenant lease expirations.  
     
Excluding the defeased loans, the underlying loan collateral for
this transaction is located in six provinces in Canada.  By
allocated loan balance, 44% is in Quebec, 36% is in Ontario, 9% is
in Nova Scotia, 5% is in New Brunswick, and the remaining in
Alberta and British Columbia.  The property concentrations are in
retail (45%), industrial (28%), office (13%), multifamily (9%),
and lodging (4%) assets.
     
Standard & Poor's stressed the loans with credit issues as part of
its pool analysis.  The resultant credit enhancement levels
support the raised and affirmed ratings.
    
                        Ratings Raised
   
              Merrill Lynch Financial Assets Inc.                            
     
           Commercial Mortgage Pass-Through Certificates
                       Series 2002-Canada7

                    Rating
                    ------
         Class   To      From     Credit enhancement
         -----   --      ----     ------------------

         B       AAA     AA+            18.49%
         C       AA+     A+             14.21%
         D       A+      BBB+            9.23%
         E       A-      BBB             7.91%
         F       BBB-    BB+             5.26%
         G       BB      BB-             4.27%
    
                        Ratings Affirmed
    
               Merrill Lynch Financial Assets Inc.
          Commercial Mortgage Pass-Through Certificates
                      Series 2002-Canada7

          Class    Rating       Credit enhancement
          -----    ------       ------------------
          A-1      AAA                22.12%
          A-2      AAA                22.12%
          H        B                   2.62%
          J        B-                  1.96%
          X        AAA                 N/A

                     N/A - Not applicable.


MILLSTONE IV: Low Credit Quality Cues Moody's to Junk Rating
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes of
notes issued by Millstone IV CDO, Ltd.  Two of these ratings were
left on review by Moody's for possible further downgrade.  The
notes affected are:

   * Class Description: U.S. $25,500,000 Class A-2 Floating Rate
     Notes Due 2047

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

   * Class Description: U.S. $60,500,000 Class A-3 Floating Rate
     Notes Due 2047

     Prior Rating: Aaa, on review for possible downgrade
     Current Rating: Caa1, on review for possible downgrade

   * Class Description: U.S. $23,500,000 Class B Floating Rate
     Notes Due 2047

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

   * Class Description: U.S. $10,000,000 Class C-1 Deferrable
     Fixed Rate Notes Due 2047

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

   * Class Description: U.S. $9,500,000 Class C-2 Deferrable Fixed
     Rate Notes Due 2047

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

   * Class Description: U.S. $15,500,000 Class D Deferrable
     Floating Rate Notes Due 2047

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on November 30, 2007, of an event of
default caused when the ratio of the Net Outstanding Portfolio
Collateral Balance divided by the Aggregate Outstanding Amount of
the Class A Notes is less than 100 percent, as required under
Section 5.1(h) of the Indenture dated June 25, 2007.

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

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the ratio described above failed to
meet the required level.

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

The rating downgrades taken today 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 of
Class A-2 and A-3 Notes remain on review for possible downgrade.


MKP CBO: Moody's Junks Rating on Class B Senior Secured Notes
-------------------------------------------------------------
Moody's Investors Service downgraded three classes of notes issued
by MKP CBO VI, Ltd., with each of these classes left on review for
further possible downgrade. The notes affected are:

   (1) $184,000,000 Class A-1 First Priority Senior Secured
       Floating Rate Notes due 2051;

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

   (2) $41,000,000 Class A-2 First Priority Senior Secured
       Floating Rate Notes due 2051;

       -- Prior Rating: A3, on review for possible downgrade
       -- Current rating: Ba3, on review for possible downgrade

   (3) $46,000,000 Class B Third Priority Senior Secured Floating
       Rate Notes due 2051;

       -- Prior Rating: Ba1, on review for possible downgrade
       -- Current rating: Caa3, on review for possible downgrade

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence
reported by the Trustee on Nov. 15, 2007 of an event of default
caused by a failure of the Net Outstanding Portfolio Collateral
Balance minus the Overcollateralization Haircut Amount divided by
the Aggregate Outstanding Amount of the Class A-1 Notes and Class
A-2 Notes to equal or exceed 103 percent pursuant to Section
5.1(i) of the Indenture, dated Aug. 31, 2006.

MKP CBO VI is a collateralized debt obligation backed primarily by
a portfolio of RMBS securities and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to effect the calculation of
overcollateralization.  Thus, the overcollateralization as noted
above no longer meets the required level.

Upon an event of default in this transaction, a majority of the
holders of the Class A-1 Notes and the Class A-2 Notes, voting
together as a single class,are entitled to exercise certain
remedies under the indenture.  Liquidation of the underlying
portfolio is one possible remedy; however, it is not clear at this
time whether the controlling class will choose to exercise this
option.

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


MONITOR OIL: Reacts Against Bondholder's Case Dismissal Plea
------------------------------------------------------------
Monitor Oil PLC and its debtor-affiliates, together with Credit
Suisse, opposes the request of the Ad Hoc Committee of Bondholders
seeking to dismiss the Debtors' Chapter 11 cases in the U.S.

As reported in the Troubled Company Reporter on Dec. 6, 2007,
bondholders holding claims aggregating $50 million asked the
Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York to dismiss the Chapter 11 cases of
the Debtors, in order for their insolvency cases in Britain and
the Cayman Islands to proceed.

According to the bondholders, the Debtors have no operations in
the United States since their headquarters are located in London
while the oil drilling business is on the North Sea.  The
bondholders explained that by dismissing the U.S. case, it would
be cheaper and more efficient for Ernst & Young, the court-
appointed monitor, to oversee the cases.

                    Bondholders' Benefit Only

Debtors' counsel Michael Foreman, Esq., at Dorsey & Whitney LLC,
says that the bondholders' request summarily asks the Court to
exercise a rarely used, extraordinary remedy and dismiss the
Debtors' U.S. filing, in favor of an involuntary liquidation
proceeding that is either merely at the filing stage (Cayman
Islands') or that has not even begun (proposed U.K. proceeding).

The suggestion by the bondholders that abstention would be in the
best interests of the Debtors and creditors is contrary to the
considered business judmgent of the Debtors and the interests of
all the creditors.

The bondholders' motion and their discovery requests "are yet
another bomb in an inter-creditor fight between the bondholders
and certain other creditors that has more to do with the
bondholders seeking to secure and alternative forum and insolvency
proceeding... to gain an advantage for themselves without regard
for the interests of the Debtors or creditors as [sic] whole,"
laments Mr. Foreman.

"Even worse," Mr. Foreman continues, "the Bondholders insist that
this U.S. proceeding that is already underway, be dismissed...
despite the fact that most of the bondholders have a U.S.
presence, and over 60 percent of the bond value represented by the
[bondholder] committee is owned by U.S. bondholders."

        Bondholders Mislead the Court, Credit Suisse Says

Credit Suisse, on behalf of the Debtors' largest creditor group --
the second lien lenders -- argues in essence that the bondholders'
request is a self-serving and disingenuous work whose sole purpose
is to avoid the effects of the U.S. Bankruptcy Codes' claims
scheme and avoidance powers.

Credit Suisse counsel Shai Y. Waisman, Esq., at Weil Gotshal &
Manges LLP, contends that the relief the bondholders seek is for
the sole benefit of one subset of creditors, and is contrary to
the Debtors' judgment and the interest of all creditors.  He says
that the bondholders completely mislead the Court about the facts,
law, and their motives for seeking dismissal.

Mr. Waisman confirms the fact that a substantial majority of the
bondholders have a U.S. presence.

"It is not the location of the assets or the place of Monitor
PLC's record office that the bondholders truly care about...
Rather, they are unhappy because they believe that under U.S.
bankruptcy law, their recovery vis-a-vis other creditors of
Monitor PLC would be smaller than it might be in another
jurisdiction," Mr. Waisman argues.

He explains to the Court that the bondholders fail to acknowledge
one motive for the Debtors' bankruptcy filing -- to preserve
valuable contract rights.  The powers available unders Section 365
of the Bankruptcy Code are simply not available in the
bondholders' preferred jurisdictions.  "The bondholders do not
care about maximizing the value of the estate for all creditors by
preserving valuable assets; they only care about their absolute
recovery," he complains.

According to Mr. Waisman, the bondholders allegedly commenced a
proceeding in a jurisdiction that did not require advanced notice
-- the Cayman Islands -- once they realized that they would be
unable to convince the Debtors to cede to their pressure.  He
relates that the bondholders were not able to appoint liquidators
and serve a petition at Cayman Islands, and as a result, the
Cayman Islands filing was of no effect.  Still, the bondholders
asked the Court to dismiss the U.S. proceeding in favor of the
unsuccessful proceeding.

Mr. Waisman tells the Court that it had been misled to abstain in
favor of a U.K. proceeding when, in fact, there was no U.K.
proceeding for Monitor PLC at all.  He attests that not a single
document has been filed in relation to an insolvency proceeding
for the Debtor in the U.K.

"Knowing that full well," he relates, "the bondholders harp on the
existence of a Scottish administration of a non-debtor-affiliate
of Monitor PLC in an attempt to confuse the issue.  Perhaps they
hope that by mentioning it enough times, the Court will start to
believe that Monitor PLC is in a proceeding in the U.K., but
simply saying something often enough does not make it true."

                         About Monitor Oil

Monitor Oil, P.L.C. -- htpp://www.monitoroil.com/ -- an oil and
gas service company that provides oil and gas production
solutions, offshore services and engineering services.  The
company and two of its affiliates,  Monitor Single Lift 1, Ltd.,
and Monitor US FinCo, Inc., filed for Chapter 11 Protection on
Nov. 21, 2007 (Bankr. S.D.N.Y. Case No. 07-13709).  Eric Lopez
Schnabel, Esq., at Dorsey & Whitney, L.L.P., represents the
Debtor.  As of June 30, 2007, the company disclosed total assets
of $130,000,000 and total debts of $247,800,000.


MORGAN STANLEY: S&P Assigns B Preliminary Ratings
-------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Morgan Stanley Capital I Trust 2007-HQ13's
$1.05 billion commercial mortgage pass-through certificates series
2007-HQ13.
     
The preliminary ratings are based on information as of Dec. 18,
2007.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-1A, A-2,
A-3, A-M, and A-J are being offered publicly.  Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.18x, a beginning LTV of 106.0%,
and an ending LTV of 100.4%.
     
    
                   Preliminary Ratings Assigned

            Morgan Stanley Capital I Trust 2007-HQ13
   
                           Preliminary    Recommended credit
  Class        Rating       amount ($)        support (%)
  -----        ------      -----------    ------------------
  A-1          AAA         148,500,000           30.000
  A-1A         AAA         179,353,000           30.000
  A-2          AAA          69,100,000           30.000
  A-3          AAA         336,900,000           30.000
  A-M          AAA         104,836,000           20.000
  A-J          AAA          73,385,000           13.000
  B            AA           18,346,000           11.250
  C            AA-          11,794,000           10.125
  D            A            17,036,000            8.500
  E            A-           13,105,000            7.250
  F            BBB+         11,794,000            6.125
  G            BBB          11,794,000            5.000
  H            BBB-         13,104,000            3.750
  J            BB+           3,932,000            3.375
  K            BB            3,931,000            3.000
  L            BB-           3,932,000            2.625
  M            B+           10,483,000            1.625
  N            B             2,621,000            1.375
  O            B-            3,931,000            1.000
  P            NR           10,484,530               --
  X*           AAA       1,048,361,530               --


NON-INVASIVE: Posts $221,556 Net Loss in 2nd Qtr. Ended Oct. 31
---------------------------------------------------------------
Non-Invasive Monitoring Systems Inc. reported a net loss of
$221,556 on total revenues of $87,082 for the first quarter ended
Oct. 31, 2007, compared with a net loss of $494,789 on total
revenues of $77,040 in the corresponding period in fiscal year
2007.

The increase in revenues is primarily as a result of an increase
in royalty income of $18,670 and a reduction in products sales of
$8,710.  The decrease in net loss is mainly attributed to
decreased operating expenses.

At Oct. 31, 2007, the company's consolidated balance sheet showed
$1.5 million in total assets, $733,852 in total liabilities, and
$793,251 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Oct. 31, 2007, are available for
free at http://researcharchives.com/t/s?267c

                       Going Concern Doubt

Eisner LLP, in New York, expressed substantial doubt about Non-
Invasive Monitoring Systems 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
pointed to the company's recurring losses from operations and
accumulated deficit.

                  About Non-Invasive Monitoring

Based in Miami, Fla., Non-Invasive Monitoring Systems Inc. (OTC
BB: NIMU) -- http://www.nims-inc.com/-- is engaged in the  
development of innovative medical products utilizing new and
unique technologies to address a wide variety of medical
conditions.  The company specializes in products that use a
natural approach to assist subjects without the use of drugs or
any invasive procedures.

The company's flagship product is the Acceleration Therapeutics
AT-101.
   

NOVASTAR MORTGAGE: Fitch Cuts Rating on $25MM Certificates to B
---------------------------------------------------------------
Fitch Ratings has taken these rating actions on Novastar Mortgage
Funding Trust mortgage pass-through certificates.  Affirmations
total $938.68 million and downgrades total $41.25 million.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

NovaStar Mortgage Funding Trust, series 2005-3

  -- $627.4 million class A affirmed at 'AAA'
     (BL: 43.40, LCR: 5.89);

  -- $70 million class M-1 affirmed at 'AA+'
     (BL: 36.50, LCR: 4.96);

  -- $60 million class M-2 affirmed at 'AA+'
     (BL: 30.03, LCR: 4.08);

  -- $47.5 million class M-3 affirmed at 'AA'
     (BL: 25.46, LCR: 3.46);

  -- $30 million class M-4 affirmed at 'AA'
     (BL: 22.48, LCR: 3.05);

  -- $30 million class M-5 affirmed at 'AA-'
     (BL: 19.48, LCR: 2.65);

  -- $18.7 million class M-6 affirmed at 'AA-'
     (BL: 17.56, LCR: 2.38);

  -- $18.7 million class M-7 affirmed at 'A+'
     (BL: 15.56, LCR: 2.11);

  -- $18.7 million class M-8 affirmed at 'A'
     (BL: 13.56, LCR: 1.84);

  -- $17.5 million class M-9 affirmed at 'A'
     (BL: 11.64, LCR: 1.58);

  -- $16.2 million class M-10 downgraded to 'BB' from 'BBB+'
     (BL: 7.95, LCR: 1.08);

  -- $25 million class M-11 downgraded to 'B' from 'BBB-'
     (BL: 6.71, LCR: 0.91).

Deal Summary

  -- Originators: Novastar (100%)
  -- 60+ day Delinquency: 16.23%;
  -- Realized Losses to date (% of Original Balance): 0.78%;
  -- Expected Remaining Losses (% of Current Balance): 7.36%;
  -- Cumulative Expected Losses (% of Original Balance): 3.77%.

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.


OCTANS III: Two Notes Classes' Ratings Downgraded by Moody's
------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade ratings of two classes of notes issued
by Octans III CDO, Ltd. The notes affected are:

   * Class Description: $100,000,000 Class A-1 Floating Rate
     Senior Secured Notes Due 2047

     -- Prior Rating: A3, on review for possible downgrade
     -- Current Rating: Ba1, on review for possible downgrade

   * Class Description: U.S.$50,000,000 Class A-2 Floating Rate
     Senior Secured Notes Due 2047

     -- Prior Rating: Baa3, on review for possible downgrade
     -- Current Rating: B1, on review for possible downgrade

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence, as
reported by the Trustee on Dec. 3, 2007, of an event of default
caused by the Net Outstanding Portfolio Collateral Balance plus
MVS Account Excess falling below the sum of the Remaining Unfunded
Notional Amount plus the Outstanding Swap Counterparty Amount plus
the Aggregate Outstanding Amount of the Class A-1 Notes, as
required under Section 5.1(h) of the Indenture dated December 6,
2006.

Octans III CDO, Ltd is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the ratio of the Net Outstanding
Portfolio Collateral Balance plus MVS Account Excess over the sum
of the Remaining Unfunded Notional Amount plus the Outstanding
Swap Counterparty Amount plus the Aggregate Outstanding Amount of
the Class A-1 Notes fell below 100%.

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

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


OLDHAM CONSTRUCTION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Oldham Construction Co., L.L.C.
        992 Stage Avenue
        Memphis, TN 38127

Bankruptcy Case No.: 07-32680

Type of Business: The Debtor provides industrial machinery and
                  equipment repair services.

Chapter 11 Petition Date: December 17, 2007

Court: Western District of Tennessee (Memphis)

Debtor's Counsel: Melanie T. Vardaman, Esq.
                  Harris, Jernigan & Geno, P.L.L.C.
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39158
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ON THE GO: Posts $2.9 Million Net Loss in 2nd Qtr. Ended Oct. 31
----------------------------------------------------------------
On The Go Healtchcare Inc. reported a net loss of $2.9 million on
sales of $5.3 million for the second quarter ended Oct. 31, 2007,
compared with a net loss of $1.0 million on sales of $7.4 million
in the same period in the previous fiscal year.

Gross profit for the three months ended Oct. 31, 2007, totaled
$906,751 compared to $860,523 for the three months ended Oct. 31,
2006.   

Selling, General and Administrative Expenses decreased to
$1.2 million for the three months ended Oct. 31, 2007, from
$1.5 million for the three months ended Oct. 31, 2006.

Interest and financing expense increased to $553,677 for the three
months ended Oct. 31, 2007, from $424,350 for the three months
ended Oct. 31, 2006.  The increase is primarily the result
of the issuance of new convertible promissory notes in December
2006.  

Impairment loss increased to $2.0 million for the three months
ended Oct. 31, 2007, compared to $-0- in the three months ended
Oct. 31, 2006.  The increase in impairment loss was a result of
management determining an impairment on future cash flow benefits
of capitalized goodwill.

At Oct. 31, 2007, the company's consolidated balance sheet showed
$9.8 million in total assets, $7.1 million in total liabilities,
$1.0 million in conditionally redeemable convertible preferred
stock, and $1.6 million in total stockholders' equity.

The company's consolidated balance sheet at Oct. 31, 2007, also
showed strained liquidity with $6.7 million in total current
assets available to pay $7.1 million in total current liabilities.

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?267a

                       Going Concern Doubt

At Oct. 31, 2007, the company had not yet achieved profitable
operations, had accumulated losses of $18,825,246 since its
inception, had a working capital deficiency of $470,610 and
expects to incur further losses in the development of its
business.  The company believes that these factors raise
substantial doubt about the company's ability to continue as a
going concern under generally accepted accounting principles.

                    About On The Go Healthcare

Headquartered in Concord, Ontario, Canada, On The Go Healthcare
Inc. (OTC BB: OGOH) -- http://www.onthegohealthcare.com/-- doing  
business as On The Go Technologies Group, operates as a value
added distributor of computer and computer related products in
Canada.  


PALM INC: Posts $9.6 Million Net Loss in 2nd Qtr. Ended Nov. 30
---------------------------------------------------------------
Palm Inc. reported Tuesday results of its second quarter ended
Nov. 30, 2007.

Net loss applicable to common shareholders for the second quarter
of fiscal year 2008 was $9.6 million.  Net loss applicable to
common shareholders included stock-based compensation expense of
$14.3 million, amortization of intangible assets of $1.0 million,
restructuring charges of $10.1 million and accretion of Series B
convertible preferred stock of $780,000.  This compares to net
income for the second quarter of fiscal year 2007 of
$12.8 million.

Net loss in the second fiscal quarter, measured on a non-GAAP
basis, totaled $7.8 million, excluding stock-based compensation
expense, amortization of intangible assets, restructuring charges
and accretion of Series B convertible preferred stock and
adjusting the related income tax provision to 42%.  This compares
to non-GAAP net income in the second quarter of fiscal year 2007
of $17.6 million, which excluded the effects of stock-based
compensation expense, amortization of intangible assets and the
related income tax provision.

The company reported that total revenue in the second quarter of
fiscal year 2008, ended Nov. 30, was $349.6 million.  Smartphone
sell-through for the quarter was 686,000 units, up 11% year over
year.  Smartphone revenue was $282.4 million.  Revenue for the
comparable quarter in fiscal year 2007 was $392.9 million.      
Earnings before interest, taxes, depreciation and amortization, or
EBITDA, totaled negative $33.3 million.  EBITDA, adjusted to add
back stock-based compensation, other non-operating expense and
restructuring charges, or Adjusted EBITDA, totaled negative
$8.7 million.

"We are transforming Palm to exploit the market opportunity and
instilling operational rigor throughout the organization.  We've
taken actions to align our expenses to the current operating
environment and are focusing on core initiatives that will have
the greatest impact on achieving our long-term success," said Ed
Colligan, Palm president and chief executive officer.  "We are
pleased with the early success of the Palm Centro and intend to
deliver more Windows Mobile and Palm-based products throughout the
next year."

During the second quarter of fiscal year 2008, the company
accomplished the following:

  -- closed on the $325 million recapitalization transaction with
     the private-equity firm Elevation Partners, positioning Palm
     to lead the next phase of the smartphone and mobile-computing
     markets;

  -- introduced the Palm(R) Centro(TM) smartphone with Sprint.
     Designed for customers who want to stay connected with co-
     workers, friends and family, the Centro offers simplicity and

     organization to customers with voice, text, IM, email, web,
     contact and calendar capabilities, a full-color touch screen
     and full keyboard;

  -- launched the Palm Treo(TM) 500v smartphone on the Celcom
     network in Malaysia, the Vodafone network in New Zealand, and
     the MobileOne network in Singapore;

  -- launched the Palm Treo 755p smartphone on the Iusacell
     network in Mexico, the Palm Treo 750 smartphone in Brazil
     with Claro, and the Palm Treo 680 smartphone in Venezuela
     with Movistar; and

  -- announced support of the release of Microsoft Office
     Communications Server 2007 on all Palm Treo smartphones
     running Windows Mobile, adding industrial-strength instant
     messaging and location-based services.

At Nov. 30, 2007, the company's consolidated balance sheet showed
$1.30 billion in total assets, $831.6 million in total
liabilities, $251.0 million in Series B redeemable convertible
preferred stock, and $213.8 million in total stockholders' equity.

                         About Palm Inc.

Headquartered in Sunnyvale, Calif., Palm Inc. (NasdaqGS: PALM)
-- http://palm.com/-- provides mobile computing solutions --
including Palm(R) Treo(TM) and Centro(TM) smartphones, Palm
handhelds, services and accessories.  Palm products are sold
through select Internet, retail, reseller and wireless operator
channels throughout the world, and at Palm Retail Stores and Palm
online stores.

                          *     *     *

In July 2007, Moody's placed the company's long-term corporate
family rating and probability of default rating at B1, and bank
loan debt rating at Ba3.  These ratings still hold to date.  The
outlook is stable.

Standard & Poor's placed the company's long-term foreign and
local issuer credits at B which still hold to date.  The outlook
is stable.


PARAMOUNT RESOURCES: Posts $82.2 Million Net Loss in Third Quarter
------------------------------------------------------------------
Paramount Resources Ltd. reported a net loss of $82.2 million on
petroleum and natural gas sales of $49.2 million for the third
quarter ended Sept. 30, 2007, compared with net income of
$22.2 million on petroleum and natural gas sales of $77.9 million  
for the same period last year.

The decrease in earnings is primarily due to:

  -- a write-down of petroleum and natural gas properties;

  -- unrealized loss on financial instruments in the current
     period versus a gain in the comparable period; and

  -- lower non-cash stock based compensation recovery.

These decreases were partially offset by:

  -- higher future tax recoveries;
  -- lower depletion, depreciation and accretion.

Revenue from natural gas, oil and natural gas liquids sales in the
third quarter of 2007 was $61.9 million, a decrease of 21% from
the third quarter of 2006 due largely to the impacts of lower
realized natural gas sales prices and gas production decreases at
the Northern Corporate Operating Unit and the Grande Prairie
Corporate Operating Unit.  These decreases were partially offset
by higher natural gas and liquids production at the Kaybob
Corporate Operating Unit and gas production at the Southern
Corporate Operating Unit.

Royalties decreased to $9.3 million in the third quarter of 2007
compared to $9.5 million in the third quarter of 2006, primarily
as a result of lower volumes in Northern and lower realized gas
prices, partially offset by higher royalty expenses in Kaybob.
Paramount's third quarter 2007 royalty rate was higher than the
comparable period in 2006 due primarily to the impact of reduced
royalty holidays in Kaybob.  

Third quarter 2007 average daily natural gas sales volumes
decreased to 73.5 MMcf/d compared to 81.4 MMcf/d in the third
quarter of 2006.  Volume declines at Northern, primarily in
Maxhamish and Bistcho and at Grande Prairie, primarily in Mirage
and Ante Creek more than offset volumes increases from new wells
brought on production in the Musreau, Resthaven, and Cutbank areas
of Kaybob, and the Chain area of Southern.

Third quarter 2007 average daily oil and NGLs sales volumes
increased to 3,977 Bbl/d compared to 3,901 Bbl/d in the third
quarter of 2006, primarily as a result of increases in oil sales
volumes in the Crooked Creek area of Grande Prairie and NGLs sales
volumes in Kaybob.  These increases were partially offset by
decreases at Northern, primarily in Liard and Maxhamish.

Paramount recognized a stock-based compensation recovery of
$2.7 million in the third quarter of 2007 compared to a stock-
based compensation recovery of $14.7 million in the third quarter
of 2006.  Stock based compensation expense (recovery) includes the
impacts of time-based vesting of stock options and the relative
movement of Paramount's share price and Trilogy's unit price over
the corresponding period.

During the third quarter of 2007, the company recognized a write-
down of petroleum and natural gas properties of $79.6 million,
primarily related to properties within Kaybob and Northern.  The
write-down within Kaybob is a result of estimated technical
revisions to previously recognized reserves and higher current
year finding and development costs.  Within Northern, the write-
down is a result of shutting in one gas well in the Maxhamish area
because of low gas prices and high operating costs.

                        Nine Month Results

Net earnings for the nine month period ended Sept. 30, 2007,
increased $431.0 million from $141.8 million in 2006 to
$572.8 million in 2007.  Results for the nine month period ended
Sept. 30, 2007, include the gain on sale of North American Oil
Sands Corporation shares, the gain on sale of the Surmont
properties, and higher dry hole expenses from MGM Energy's
2006/2007 winter drilling program.

Revenue for the nine month period ended Sept. 30, 2007, was
$221.6 million, a decrease of 7% percent from the prior year
comparable period of $239.5 million due primarily to lower year-
to-date realized natural gas prices.  

                         Working Capital

Paramount's working capital surplus at Sept. 30, 2007, was
$206.7 million compared to a $84.3 million deficit at Dec. 31,
2006.  Included in working capital at Sept. 30, 2007 was
$104.6 million of cash and cash equivalents, $42.6 million of
liquid, interest bearing short-term investments, and a
$75.0 million interest bearing note receivable.  The working
capital surplus decreased by $311.8 million compared to
$518.4 million at June 30, 2007, primarily as a result of
Paramount reducing its outstanding long-term debt and purchasing
Paramount shares under the NCIB during the third quarter of 2007.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.48 billion in total assets, $398.7 million in total
liabilities, and $1.09 billion in total stockholders' equity.

                    About Paramount Resources

Headquartered in Calgary, Alberta, Canada, Paramount Resources
Ltd. (TSE: POU) -- http://www.paramountres.com/-- is a Canadian  
oil and natural gas exploration, development and production
company with operations focused in Western Canada.  Paramount's
common shares are listed on the Toronto Stock Exchange under the
symbol "POU".

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 25, 2007,
Moody's Investors Service raised the rating for Paramount
Resources Ltd.'s senior secured notes to Caa1 (LGD 4, 56%) from
Caa2 (LGD 4, 60%).  Moody's also affirmed Paramount's Caa1
corporate family rating and the Caa1 probability of default
rating.  The outlook remains stable.  Moody's is also withdrawing
the Caa1 (LGD 3, 47%) rating on the secured term loan that was
repaid.


PAUL HARRIS: Judge Lorch Dismisses Chapter 11 Cases
---------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court for the
Southern District of Indiana dismissed the Chapter 11 cases of
Paul Harris Stores, Inc., and its debtor-affiliates effective
Dec. 31, 2007.

Judge Lorch also gave the Debtors authority to distribute their
cash on hand for payment of expenses incurred in the wind-up of
these cases and to distribute the balance of their cash on hand
pro-rata to allowed unpaid administrative expense claims.

In their request to dismiss their cases, the Debtors said the
reorganization was impossible given the liquidation of their
tangible and intangible assets.

The Debtors also disclosed that since they are unable to pay their
allowed unpaid administrative expense claims in full and are
unable to make any distribution to allowed priority unsecured
claims and allowed nonpriority unsecured claims, they are unable
to effectuate a plan of liquidation.

Conversion of their cases to chapter 7 proceedings is impractical
and inefficient since a conversion would cause a needless delay in
distributing funds to allowed unpaid administrative expense
claimants as well as a reduced dividend due to the fees incurred
by a chapter 7 trustee, the Debtors contended.

Paul Harris Stores, Inc., is a specialty apparel, accessory and
novelty retailer.  The company and its affiliates filed for
Chapter 11 protection on Oct. 16, 2000 (Bankr. S.D. Ind. Case No.
00-12467).  Andrew T Kight, Esq., Jeffrey J. Graham, Esq., Jerald
I. Ancel, Esq. and John R. Humphrey, Esq., at Sommer Barnard
Attorneys, PC, represent the Debtors.


PETRO ACQUISITIONS: Wants to Hire Cohen Todd as Conflicts Counsel
-----------------------------------------------------------------
Petro Acquisitions, Inc. asks permission from the U.S. Bankruptcy
Court for the Southern District of Ohio to employ Cohen, Todd,
Kite & Stanford, LLC as special and conflicts counsel, nunc pro
tunc to the Debtor's bankruptcy filing.

Petro Acquisitions' debtor-affiliates, Gillespie Acquisitions,
Inc., Waco Acquisitions, Inc., AFM 805, Inc. and their respective
debtor-affiliates also seek to hire Cohen Todd.

Cohen Todd will represent the Debtors with respect to any matters
where the Debtors' primary counsel, Frost Brown Todd LLC, is
unable to represent the Debtors due to a conflict of interest.

Richard D. Nelson, Esq., a member of Cohen Todd, tells the Court
that the firm's professionals bill:

      Designation                        Hourly Rate
      -----------                        -----------
      Partners and Senior Counsel        $210 - $315
      Associates                         $145 - $170
      Paralegals/Law Clerks               $75 - $95

Mr. Nelson assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the U.S.
Bankruptcy Code.

Mr. Nelson can be contacted at:

      Richard D. Nelson, Esq.
      Cohen, Todd, Kite & Stanford, LLC
      250 East Fifth Street
      Suite 1200
      Cincinnati, OH 45202-4139
      Tel: (513) 421-4020
      Fax: (513) 241-4490
      http://www.ctks.com/

                     About Petro Acquisitions

Based on Cold Spring, Kentucky, Petro Acquisitions, Inc., operates
and franchises 140 AmeriStop gas stations and convenience stores
in Ohio, Kentucky and Indiana.  The company filed for Chapter 11
protection on Nov. 21, 2007 (Bankr. S.D. Ohio Case No. 07-15723).  
When it filed for protection from its creditors, Petro
Acquisitions disclosed estimated assets and debts between
$1 million and $100 million.

Gillespie Acquisition, Inc., the company's wholly owned
subsidiary, filed for Chapter 11 protection, along with 13
affiliates on Nov. 5, 2007 (Bankr. S.D. Ohio Lead Case No. 07-
15378).  Gillespie's consolidated financial condition as of July
15, 2007 showed total assets of $11,775,952 and total debts of
$11,112,880.

Waco Acquisitions, Inc., another of Petro's wholly owned
subsidiary, filed for bankruptcy with eight affiliates on Nov. 17,
2007 (Bankr. S.D. Ohio. Lead Case No. 07-15630).  Waco Acquisition
disclosed that its consolidated financial condition as of July 15,
2007, had total assets of $12,662,827 and total debts of  
$25,536,402.

A.F.M. 805, Inc. and eight affiliates, which are subsidiaries of
Waco Acquisition and filed for Chapter 11 on Nov. 12 (Bankr. S.D.
Ohio Lead Case No. 07-15511).  A.F.M. 805 and its affiliates
disclosed total assets of $13,813,422 and total debts of $658,578
as of July 15, 2007.

Ohio Valley A.F.M., Inc., a subsidiary of OV Acquisition, which in
turn is a subsidiary of Waco Acquisition, also filed for
bankruptcy of November 12 and is jointly administered under the
Chapter 11 case of A.F.M. 805.  Ohio Valley's consolidated
financial condition, which includes the AmeriStop Food Mart
company owned stores, as of Aug. 12, 2007, showed total assets of
$6,383,243 and total debts of $3,331,415.

The latest affiliate of Petro Acquisition to file for Chapter 11
protection was O.V. Acquisition, Inc. and 20 affiliates of
Nov. 27, 2007 (Bankr. S.D. Ohio Case No. 07-15754).  O.V.
Acquisition disclosed estimated assets and debts between
$1 million and $100 million at the time of its filing.

All the voluntary Chapter 11 petitions were filed by receiver
Richard D. Nelson, Esq.  Ronald E. Gold, Esq., at Frost, Brown,
Todd L.L.C., serves as counsel to all the Debtors.


PETRO ACQUISITIONS: Wants to Hire CRG Partners as Sales Advisors
----------------------------------------------------------------
Petro Acquisitions, Inc. seeks authority from the U.S. Bankruptcy
Court for the Southern District of Ohio to employ CRG Partners
Group, LLC, as operations and sales advisors, nunc pro tunc to the
Debtor's bankruptcy filing.

Petro Acquisitions' debtor-affiliates, Gillespie Acquisitions,
Inc., Waco Acquisitions, Inc., AFM 805, Inc. and their respective
debtor-affiliates, also ask the Court, in their cases, to hire CRG
Partners.

CRG Partners will:

   a) prepare statements of financial affairs and the
      associated schedules required by the bankruptcy process;

   b) prepare financial related disclosures including those
      required by the Court and the U.S. Trustee;

   c) develop and implement a bankruptcy strategy including the
      potential alternatives of the disposition of assets or
      liquidation of unprofitable business divisions or
      operations;

   d) issue forecast and related information required to obtain
      and maintain debtor-in-possession financing including the
      preparation of information for hearings regarding the use of
      cash collateral and DIP financing;

   e) develop and maintain a 13-week cash flow forecast model;

   f) develop and implement a cash management and monitoring
      procedures;

   g) identify and summarize existing executory contracts and
      leases and the analysis of potential contract rejection
      claims;

   h) assess, evaluate, and recommend strategies associated with
      improving the business performance of the various
      operations;

   i) prepare financial information for creditors and other
      constituents including cash flow projections and
      performance, business plan development and performance,
      analysis of various asset disposition options, analysis of
      various transactions proposed by constituents in the process
      among other various financial information required to
      support the successful transition through the bankruptcy
      process;

   j) develop, implement, and manage processes and procedures to
      sell the assets of the Debtors;

   k) analyze and report creditor claims;

   l) prepare information necessary for the Disclosure
      Statement and the Plan;

   m) attend meetings and hearings required by the bankruptcy
      process and the preparation of information used for such
      meetings and hearings;

   n) communice with the creditors and other constituents of
      the Debtors; and

   o) provide other general financial advisory services or
      management consulting services that may be needed by the
      Debtors or the constituents in the bankruptcy process.

Robert A. Carringer, a principal of the firm, tells the Court that
the firm's professionals bill $250 to $450 per hour depending on
the staff member assigned to the Debtors' cases.

Mr. Carringer assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the U.S.
Bankruptcy Code.

                     About Petro Acquisitions

Based on Cold Spring, Kentucky, Petro Acquisitions, Inc., operates
and franchises 140 AmeriStop gas stations and convenience stores
in Ohio, Kentucky and Indiana.  The company filed for Chapter 11
protection on Nov. 21, 2007 (Bankr. S.D. Ohio Case No. 07-15723).  
When it filed for protection from its creditors, Petro
Acquisitions disclosed estimated assets and debts between
$1 million and $100 million.

Gillespie Acquisition, Inc., the company's wholly owned
subsidiary, filed for Chapter 11 protection, along with 13
affiliates on Nov. 5, 2007 (Bankr. S.D. Ohio Lead Case No.
07-15378).  Gillespie's consolidated financial condition as of
July 15, 2007 showed total assets of $11,775,952 and total debts
of $11,112,880.

Waco Acquisitions, Inc., another of Petro's wholly owned
subsidiary, filed for bankruptcy with eight affiliates on Nov. 17,
2007 (Bankr. S.D. Ohio. Lead Case No. 07-15630).  Waco Acquisition
disclosed that its consolidated financial condition as of July 15,
2007, had total assets of $12,662,827 and total debts of  
$25,536,402.

A.F.M. 805, Inc. and eight affiliates, which are subsidiaries of
Waco Acquisition and filed for Chapter 11 on Nov. 12 (Bankr. S.D.
Ohio Lead Case No. 07-15511).  A.F.M. 805 and its affiliates
disclosed total assets of $13,813,422 and total debts of $658,578
as of July 15, 2007.

Ohio Valley A.F.M., Inc., a subsidiary of OV Acquisition, which in
turn is a subsidiary of Waco Acquisition, also filed for
bankruptcy of November 12 and is jointly administered under the
Chapter 11 case of A.F.M. 805.  Ohio Valley's consolidated
financial condition, which includes the AmeriStop Food Mart
company owned stores, as of Aug. 12, 2007, showed total assets of
$6,383,243 and total debts of $3,331,415.

The latest affiliate of Petro Acquisition to file for Chapter 11
protection was O.V. Acquisition, Inc. and 20 affiliates of
Nov. 27, 2007 (Bankr. S.D. Ohio Case No. 07-15754).  O.V.
Acquisition disclosed estimated assets and debts between
$1 million and $100 million at the time of its filing.

All the voluntary Chapter 11 petitions were filed by receiver
Richard D. Nelson, Esq.  Ronald E. Gold, Esq., at Frost, Brown,
Todd L.L.C., serves as counsel to all the Debtors.


PNC MORTGAGE: Fitch Affirms 'B+' Rating on $5.7 Million Certs.
--------------------------------------------------------------
Fitch Ratings has affirmed PNC Mortgage Acceptance Corp.'s
commercial mortgage pass-through certificates, series 1999-CM1 as:

  -- $323.5 million class A-1B at 'AAA';
  -- Interest-only class S at 'AAA';
  -- $39.9 million class A-2 at 'AAA';
  -- $34.2 million class A-3 at 'AAA';
  -- $13.3 million class A-4 at 'AAA';
  -- $24.7 million class B-1 at 'AAA';
  -- $9.5 million class B-2 at 'AAA';
  -- $10.5 million class B-6 at 'BBB-';
  -- $5.7 million class B-8 at 'B+'.

Fitch does not rate classes B-3, B-4, B-5, B-7, C, and D.  Class
A-1A has paid in full.

Although credit enhancement has increased since Fitch's last
review due to pay down, Fitch expected losses on the specially
serviced assets warrant the affirmation.  As of the December 2007
distribution date, the pool's aggregate collateral balance has
been reduced 31.5%, to $520.5 million from $760.4 million at
issuance.  Forty-two loans (36.8%) have defeased, including seven
(22.4%) of the top ten loans in the pool.

Currently, three assets (4.3%) are in special servicing.  The
largest specially serviced loan (2.2%) is secured by a 127,484
square foot office property in Memphis, Tennessee.  The asset
transferred to the special servicer in September 2006 due to
maturity default.  The borrower is currently attempting to
refinance the loan.

The second largest specially serviced asset is a 327-unit
apartment complex (1.2%) in Waco, Texas, which is delinquent.  The
borrower filed for bankruptcy in September 2007.  The remaining
specially serviced asset is an office property (0.9%) located in
Colorado Springs, Colorado that is real-estate owned.  The
property is currently 24% occupied and is being marketed for lease
or sale by the special servicer.  Fitch continues to monitor the
recovery prospects for the loan as Fitch's loss expectation has
increased since Fitch's last rating action.  The largest remaining
loan in the pool (8%) is a 540,021 sf retail mall located in
Saratoga Springs, New York.  Occupancy as of June 2007 is 84.3%.

Fitch-projected losses on the specially serviced assets are
expected to be absorbed by the non-rated classes.


PRUDENTIAL AMERICANA: Gets Interim Approval to Use Cash Collateral
------------------------------------------------------------------
Americana Holdings LLC, dba Prudential Americana Group Realtors(R)
and its debtor-affiliates obtained authority from the U.S.
Bankruptcy Court for the District of Nevada to use its lenders'
cash collateral on an interim basis.

The Debtors relate that Americana LLC, the operating entity has
commission obligations with over 1,200 real estate brokers and
agents as independent contractors.  It also has payroll
obligations to about 80 full- and part-time staff in its Clark
County.  The Debtors say that Americana operates through six
offices and an extensive Internet presence.

The Debtors prepared a cash forecast projecting Americana's
sources and uses of cash for an eight-week period.  According to
the forecast, Americana needs an immediate infusion of $500,000
from Prudential Real Estate Financial Services of America Inc. or
PREFSA and the secured creditors' agreement to allow Americana to
use its lenders' cash collateral.

Americana explains that its financing needs will stabilize toward
the end of the its budget period since the Las Vegas real estate
sales market is seasonal.  Although sales in January and February
are historically low, they will start to increase after 45 days
when the effects of the holiday months disappear.

Americana also says that it is not too far behind on its overall
payables, despite the sub-prime effects on the real estate market.  
It anticipates to exit from bankruptcy promptly, with a
restructuring of its secured debt from a company acquisition.

The Debtors' motion for use of cash collateral discloses that its
creditor, Zions First National Bank, has consented to their use of
cash collateral while The Peninsula Fund III LP, another creditor,
has not.

On Nov. 29, 2007, Richard F. Holley, Esq., filed on behalf of
Peninsula an objection with the Court asking to deny interim
approval on the use of cash collateral.

                        Zions Secured Debt

Holdings, Americana, and A-Title LLC are indebted to Zions on a
promissory note dated Oct. 29, 2004, in the amount of $10 million.  
the Zion note bears an interest at 1% above the prime rate and is
payable quarterly at $625,000 with an unpaid balance of principal
and interest due Oct. 29, 2008.  After a certain default, the
obligation bears interest at a rate of 4% above the prime rate.

Pursuant to an agreement among Zions, Peninsula and the Debtors,
Zions accepted interest only on the Zions note.

The Zions note is guaranteed by each of Mark L. Stark and others,
including American Eagle Referral Service LLC and SPO Payroll LLC.  
Repayment of the Zions note is secured by the borrowers assets,
except the interest of Americana in a franchise agreement.

The Debtors were created when Mark L. Stark acquired pieces of the
real estate brokerage business from several sellers, including a
Prudential affiliate.  The operating brokerage was franchised by
Prudential and the transaction largely financed by the proceeds
from the Zions note and from a loan and equity investment by
Peninsula.

In the three years since the transaction was consummated, the
Debtors have paid Zions loan down to about $5 million and
Peninsula to about $4.5 million in interest, although the
remaining Peninsula balance is over $14 million.

                      Peninsula Secured Debt

Holdings, Americana, and A-Title are co-makers of a senior
subordinated note in the original principal amount of $12.5
million dated Oct. 29, 2004.  The Peninsula note bears interest at
the fixed rate of 15% per annum, but after a default, the unpaid
principal amount of the note bears a 19% interest per annum.  
Interest on the Peninsula note is payable monthly in arrears.

Repayment of the Peninsula note is secured by a lien on
Americana's assets.  The lien securing repayment of the Peninsula
note is junior to Zions' lien upon the collateral.  Zions and
Peninsula are parties to an inter-creditor agreement -- senior
subordination agreement.

Repayment of the Peninsula note is also secured by member and
equity interests in the Debtors, Referral and SP, and various
equity interests of the Debtors and of Mr. Stark, trustee of the
Mark L. Stark Revocable Trust, in Stark 2000 and Stark 2004.  It
is further secured by an Assignment of Life Insurance.

Peninsula also holds warrants to purchase certain membership
interests in Holdings.  Pursuant to a warrant purchase agreement,
Peninsula has the right but not the obligation to buy Holdings' 5%
of the membership interests on a fully diluted basis.

To date, Peninsula has not exercised any of its warrants.  The
exercise price is $0.01 for each 1% of membership interest, not to
exceed $100 in the aggregate.

               Zions/Peninsula Sr. Subordination Pact

Creditors, Zions and Peninsula, entered into a senior
subordination agreement with the Debtors and non-debtors, SPO,
Stark 2000 and Stark 2004 dated as of Oct. 29, 2004.

The senior subordination agreement limits Peninsula's rights and
remedies in the event of a default on the Zions' secured debt,
precludes it from exercising rights and remedies in the event of
default on the Peninsula secured debt until expiration of a
standstill period.  It also specifies certain actions that may be
taken in the event of insolvency proceeding by the Debtors that
are borrowers on the secured notes.

The Debtors received a "stop payment notice" from Zions in May
2007, advising them to cease paying Peninsula due to failure to
meet a Zions loan agreement covenant regarding projected EBITDA.  
The Debtors accordingly have not paid Peninsula since then, and
Peninsula has been in a standstill position under the senior
subordination agreement.  Subsequently, the standstill was
extended to the end of December 2007 under an Aug. 30, 2007 pact
between the parties, which provided that the extension would end
upon the filing of bankruptcy.

The senior subordination agreement provides that upon a chapter 11
filing, the Zions' debt must be paid in full in cash before any
payment or distribution may be made to the Peninsula debt.

                    About Prudential Americana

Las Vegas-based Americana Holdings LLC, dba Prudential Americana
Group Realtors(R), -- http://americanagroup.net/-- is owned by  
Stark 2004 Inc., a Nevada corporation.  Until Nov. 5, 2007, the
ownership of Holdings was divided between Stark 2004 Inc. (1%) and
Stark 2000 LLC, a Nevada limited liability company (99%).  Stark
2000's ownership interest in Holdings was conveyed to Stark 2004
to streamline the ownership and enable more certain tax treatment
on account of the bankruptcy cases.  Holdings owns 100% of each
of: (i) Americana; (ii) A-Title, (iii) Americana MJV 2006 LLC; and
(iv) Remembrance LLC.  Chapter 11 petitions have not been filed by
the latter two companies.  Remembrance is a defunct company that
will be dissolved under state law.

A-Title LLC was incorporated on Nov. 8, 2001, and 100% owned by
Holdings.  A-Title owns 37.5% of Equity Title LLC.  It is not the
managing member, and holds only a passive equity position in
Equity Title.  As co-maker of certain secured notes, it has filed
a Chapter 11 bankruptcy petition with the other entities that are
co-makers of the notes.

Americana LLC is a party to a certain Real Estate Brokerage
Franchise Agreement dated March 24, 1999, as amended, between The
Prudential Real Estate Affiliates Inc. as franchisor and Americana
as franchisee.  Americana is 100% owned by Holdings.  Americana is
the operating entity of the Debtor group, and also owns 100% of
each of: (i) Referral; and (ii) SPO Payroll LLC, a company that is
defunct and will be dissolved under state law.

American Eagle Referral Service LLC is 100% owned by Americana and
acts as its own brokerage and hires inactive agents and words to
procure referred clients from these agents.  These clients are
referred into Americana LLC to facilitate a real estate
transaction and a referral fee is paid to Referral for this
business.  Referral subsequently has an agreement with the agents
for a percentage of the referral compensation that is paid.

A-Title, Americana, Americana Holdings, and Referral filed for
chapter 11 bankruptcy on Nov. 27, 2007 (Bankr. D. Nev. Lead Case
No. 07-17844) with A-Title as lead-debtor.  Rob Charles, Esq., and
Susan M. Freeman, Esq., at Lewis and Roca LLP represent the Debtor
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed assets and liabilities between $1 million
to $100 million.


PRUDENTIAL AMERICANA: Wants Rawlings Olson as Special Counsel
-------------------------------------------------------------
Americana Holdings LLC, dba Prudential Americana Group Realtors(R)
and its debtor-affiliates ask the U.S. Bankruptcy Court for the
District of Nevada for permissio to employ Rawlings Olson Cannon
Gormley & Desruisseaux PC as their special counsel.

Rawlings Olson will provide general corporate counsel services;
and
litigation services in connection with potential errors and
omissions claims and other matters.

Documents submitted to the Court do not disclose compensation
schedule of Rawlings Olson.

The Debtors relate that they have not paid the firm a retainer.  
For the month of November, the firm has an unbilled balance of
work in progress of $10,622 incurred postpetition.

The Debtors assure the Court that Rawlings Olson does note hold or
represent any interst adverse to the Debtors or their estate.

The firm can be reached at:

             Michael E. Stoberski, Esq.
             Rawlings Olson Cannon Gormley & Desruisseaux PC
             9950 West Cheyenne Avenue
             Las Vegas, NV 89129
             Tel: (702) 384-4012
             Fax: (702) 383-0701
             http://www.rocgd.com/

Las Vegas-based Americana Holdings LLC, dba Prudential Americana
Group Realtors(R), -- http://americanagroup.net/-- is owned by  
Stark 2004 Inc., a Nevada corporation.  Until Nov. 5, 2007, the
ownership of Holdings was divided between Stark 2004 Inc. (1%) and
Stark 2000 LLC, a Nevada limited liability company (99%).  Stark
2000's ownership interest in Holdings was conveyed to Stark 2004
to streamline the ownership and enable more certain tax treatment
on account of the bankruptcy cases.  Holdings owns 100% of each
of: (i) Americana; (ii) A-Title, (iii) Americana MJV 2006 LLC; and
(iv) Remembrance LLC.  Chapter 11 petitions have not been filed by
the latter two companies.  Remembrance is a defunct company that
will be dissolved under state law.

A-Title LLC was incorporated on Nov. 8, 2001, and 100% owned by
Holdings.  A-Title owns 37.5% of Equity Title LLC.  It is not the
managing member, and holds only a passive equity position in
Equity Title.  As co-maker of certain secured notes, it has filed
a Chapter 11 bankruptcy petition with the other entities that are
co-makers of the notes.

Americana LLC is a party to a certain Real Estate Brokerage
Franchise Agreement dated March 24, 1999, as amended, between The
Prudential Real Estate Affiliates Inc. as franchisor and Americana
as franchisee.  Americana is 100% owned by Holdings.  Americana is
the operating entity of the Debtor group, and also owns 100% of
each of: (i) Referral; and (ii) SPO Payroll LLC, a company that is
defunct and will be dissolved under state law.

American Eagle Referral Service LLC is 100% owned by Americana and
acts as its own brokerage and hires inactive agents and words to
procure referred clients from these agents.  These clients are
referred into Americana LLC to facilitate a real estate
transaction and a referral fee is paid to Referral for this
business.  Referral subsequently has an agreement with the agents
for a percentage of the referral compensation that is paid.

A-Title, Americana, Americana Holdings, and Referral filed for
chapter 11 bankruptcy on Nov. 27, 2007 (Bankr. D. Nev. Lead Case
No. 07-17844) with A-Title as lead-debtor.  Rob Charles, Esq., and
Susan M. Freeman, Esq., at Lewis and Roca LLP represent the Debtor
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed assets and liabilities between $1 million
to $100 million.


QUEBECOR WORLD: S&P Junks Senior Unsecured Debt's Rating
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Montreal-based printing company Quebecor World
Inc. by two notches to 'CCC' from 'B-'.  In addition, Standard &
Poor's lowered the senior unsecured debt rating on the company by
three notches to 'CCC-' from 'B-', reflecting the junior position
of the notes in relation to Quebecor World's $750 million
revolving credit facility (unrated), which is fully guaranteed and
partially secured, and the high likelihood that the company's debt
level will increase in the near term.

The ratings remain on CreditWatch with negative implications,
where they were placed Aug. 9, 2007, due to concerns over the
company's weak operating performance and financial flexibility in
a challenging operating environment and difficult credit market.

"The downgrade reflects the significant deterioration in Quebecor
World's financial flexibility and liquidity following the
company's withdrawal of its announced recapitalization plan in
November, and last week's cancellation of the company's announced
sale of a significant portion of its European operation because
the deal didn't receive the required shareholder approval," said
Standard & Poor's credit analyst Lori Harris.  "The company
continues to face insufficient near-term liquidity, potential
covenant violations, and an uncertain financial restructuring,"
Ms. Harris added.

To address the necessary refinancing of the private notes in
September 2007, the company used its revolving credit facility;
however, Quebecor World agreed at that time to reduce the
authorized facility amount of the revolver to $750 million from
$1 billion, which put a premium on completing the
previously mentioned transactions.

In addition to this, Quebecor World's European accounts receivable
securitization program was wound down in October 2007, requiring
the company to rely even more heavily on the reduced revolving
credit facility.  As a result, we expect Quebecor World's bank
debt balances at year-end 2007 to be materially higher than
previously planned.  Quebecor World will likely not meet all of
the recently loosened bank loan covenants for fourth-quarter 2007.

The company also failed to make its declared dividend payments on
the series 3 and series 5 preferred shares, which were due Dec. 1,
2007, because it might not satisfy the capital adequacy test under
the Canada Business Corporations Act.
  
At present, Quebecor World doesn't have sufficient confirmed
sources of cash or liquidity to meet its expected near-term
operational requirements.  The firm recently hired independent
financial advisors to help it deal with its liquidity crunch by
evaluating alternatives for raising cash, while also devising a
longer term restructuring solution.  However, as yet a formal
action plan hasn't been announced or approved for either issue.
Standard & Poor's is very concerned that the near-term outlook for
the business' sustainability is unclear at this time.

The ratings will remain on CreditWatch with negative implications
until Standard & Poor's is comfortable that Quebecor World has
addressed its near-term liquidity issues.


RASC 2005-KS7: Fitch Lowers Ratings on $9MM Certs. to BB
--------------------------------------------------------
Fitch Ratings has taken these rating actions on RASC 2005-KS7
mortgage pass-through certificate.  Affirmations total
$125.7 million and downgrades total $19.8 million.  Break Loss
percentages and Loss Coverage Ratios for each class are included
with the rating actions as:

RASC Series 2005-KS7

  -- $69.1 million class A affirmed at 'AAA'
     (BL: 63.65, LCR: 4.84);

  -- $14.8 million class M-1 affirmed at 'AA+'
     (BL: 54.30, LCR: 4.13);

  -- $13.2 million class M-2 affirmed at 'AA+'
     (BL: 45.94, LCR: 3.49);

  -- $8 million class M-3 affirmed at 'AA+'
     (BL: 40.49, LCR: 3.08);

  -- $7.4 million class M-4 affirmed at 'AA'
     (BL: 35.82, LCR: 2.72);

  -- $6.8 million class M-5 affirmed at 'AA-'
     (BL: 31.53, LCR: 2.4);

  -- $6.4 million class M-6 affirmed at 'A+'
     (BL: 27.43, LCR: 2.09);

  -- $5.8 million class M-7 downgraded to 'BBB+' from 'A'
     (BL: 18.10, LCR: 1.38);

  -- $5 million class M-8 downgraded to 'BBB' from 'A-'
     (BL: 15.89, LCR: 1.21);

  -- $4.6 million class M-9 downgraded to 'BB' from 'BBB+'
     (BL: 13.91, LCR: 1.06);

  -- $4.4 million class M-10 downgraded to 'BB' from 'BBB'
     (BL: 12.70, LCR: 0.97).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 23.88%;
  -- Realized Losses to date (% of Original Balance): 1.31%;
  -- Expected Remaining Losses (% of Current Balance): 13.15%;
  -- Cumulative Expected Losses (% of Original Balance): 6.49%.

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.


REDDY ICE: Paying $0.42 Dividend to Jan. 15 Record Stockholders
---------------------------------------------------------------
Reddy Ice Holdings, Inc.'s board of directors has declared a
quarterly cash dividend, for the period from Oct. 1, 2007 to
Dec. 31, 2007, in the amount of $0.42 per share, payable on or
about Jan. 15, 2008, to stockholders of record as of Dec. 31,
2007.  Such quarterly amount is equivalent to a rate of $1.68 per
share on an annual basis.

The declaration of dividends by the Board is subject to the terms
of the Agreement and Plan of Merger, dated as of July 2, 2007, by
and among Reddy Ice Holdings, Inc., Frozen, LLC, a Delaware
limited liability company, Hockey Parent Inc., a Delaware
corporation and Hockey Mergersub, Inc., a Delaware corporation, as
amended by Amendment No. 1 to the Agreement and Plan of Merger,
dated as of Aug. 30, 2007.  Pursuant to the Merger Agreement,
Reddy Ice has been notified that a merger would not close prior to
Dec. 31, 2007, as a result of which Reddy Ice is permitted under
the Merger Agreement to declare the dividend.

Headquartered in Dallas, Texas, Reddy Ice Holdings Inc. (NYSE:
FRZ) -- http://www.reddyice.com/-- is a manufacturer and
distributor of packaged ice in the United States.  With over 2,000
year-round employees, the company sells its products primarily
under the widely known Reddy Ice(R) brand to approximately 82,000
locations in 31 states and the District of Columbia.

                          *     *     *

Moody's Investors Service placed Reddy Ice Holdings Inc.'s
corporate family and probability of default ratings at 'B1' in
July 2007.  The ratings still hold to date with a stable outlook.


RESIDENTIAL ASSET: Fitch Holds 'BB+' Rating on $4.9MM Certs.
------------------------------------------------------------
Fitch Ratings affirms $280.3 million from Residential Asset
Mortgage Products 2007-RZ1 mortgage pass-through certificate.  
Break Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

RAMP 2007-RZ1

  -- $95.2 million class A-1 affirmed at 'AAA'
     (BL: 58.82, LCR: 5.00);

  -- $92.5 million class A-2 affirmed at 'AAA'
     (BL: 42.45, LCR: 3.61);

  -- $20.6 million class A-3 affirmed at 'AAA'
     (BL: 40.64, LCR: 3.46);

  -- $13.6 million class M-1S affirmed at 'AA+'
     (BL: 35.70, LCR: 3.04);

  -- $12.4 million class M-2S affirmed at 'AA+'
     (BL: 31.36, LCR: 2.67);

  -- $8.1 million class M-3S affirmed at 'AA'
     (BL: 28.47, LCR: 2.42);

  -- $5.1 million class M-4 affirmed at 'AA-'
     (BL: 26.57, LCR: 2.26);

  -- $6.2 million class M-5 affirmed at 'A+'
     (BL: 24.17, LCR: 2.06);

  -- $4.7 million class M-6 affirmed at 'A'
     (BL: 22.25, LCR: 1.89);

  -- $4.5 million class M-7 affirmed at 'A'
     (BL: 20.18, LCR: 1.72);

  -- $3 million class M-8 affirmed at 'A-'
     (BL: 18.77, LCR: 1.60);

  -- $4.4 million class M-9 affirmed at 'BBB+'
     (BL: 16.88, LCR: 1.44);

  -- $4.5 million class M-10 affirmed at 'BBB-'
     (BL: 15.05, LCR: 1.28);

  -- $4.9 million class B affirmed at 'BB+'
     (BL: 13.51, LCR: 1.15).

Deal Summary

  -- Originators: 100% GMAC RFC;
  -- 60+ day Delinquency: 9.21%;
  -- Realized Losses to date (% of Original Balance): 0.10%;
  -- Expected Remaining Losses (% of Current Balance): 11.75%;
  -- Cumulative Expected Losses (% of Original Balance):
     10.16%.

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.


ROCKBOUND CDO: Moody's Junks Rating on $103 Mil. Class A2 Notes
---------------------------------------------------------------
Moody's Investors Service has downgraded ratings of four classes
of notes issued by Rockbound CDO I, Ltd. and left on review for
possible further downgrade ratings of three of these classes of
notes.  The notes affected by the rating action are:

Class Description: Up to $205,000,000 Class A1S Variable Funding
Senior Secured Floating Rate Notes Due 2047

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

Class Description: $115,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $103,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $42,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

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

The rating actions reflect severe deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Nov. 30, 2007, as reported by the Trustee, of an event of default
caused by a failure of the Senior Credit Test to be satisfied, as
required under Section 5.1(h) of the Indenture dated July 26,
2007.

Rockbound CDO I, Ltd is a collateralized debt obligation backed
primarily by a portfolio of CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Senior Credit Test failed to
meet the required level.

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the Class A1S, Class
A1J and the Class A2 Notes remain on review for possible
downgrade.


TEKNI-PLEX: Interest Non-Payment Cues S&P's D Ratings
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Tekni-
Plex Inc.'s $315 million 12-3/4% senior subordinated notes due
2010 to 'D' from 'C' and its corporate credit rating to 'D' from
'CCC-'.  S&P lowered the ratings on the $150 million 10 7/8%
first-lien senior secured notes due 2012 to 'CC' from 'CCC-'.
     
S&P placed the ratings on the senior secured notes due 2012 and
the $275 million second-lien senior secured notes due 2013 on
CreditWatch with negative implications.  At Sept. 28, 2007, Tekni-
Plex had total debt outstanding of about $866 million.
      
"The rating actions follow the company's announcement that it did
not make its $20.5 million interest payment due on Dec. 17, 2007,
on its 12-3/4% senior subordinated notes due 2010," said Standard
& Poor's credit analyst Liley Mehta.
     
If Tekni-Plex does not make the interest payment by the end of a
30-day grace period on Jan. 17, 2008, then the company will be in
default under the subordinated notes indenture, which will allow
the noteholders to accelerate the maturity on the notes.  
Acceleration of the subordinated notes would also result in an
event of default under the company's 10 7/8% senior secured notes
due 2012 and 8-3/4% senior secured notes due 2013.  The company
intends to seek a forbearance agreement with the holders of the
senior subordinated notes prior to the expiration of the grace
period under the indenture.
     
Tekni-Plex has obtained a waiver from lenders under its revolving
credit facility through Feb. 14, 2008, which provides the company
continued access to its $75 million revolving credit facility and
allows some time to pursue a restructuring of its balance sheet.  
Tekni-Plex also announced that it intends to begin negotiations
shortly with its bondholders regarding a potential restructuring
of the company's debt with the objective of developing a capital
structure that will better support its long-term objectives.  In
November 2007, Tekni-Plex had engaged Rothschild Inc. as its
financial advisor in connection with the company's consideration
of various strategic alternatives, including financing
initiatives, divestitures, and debt refinancings or
restructurings.
     
In addition, the company has appointed a Chief Restructuring
Officer to work with Tekni-Plex's senior management team as it
implements a series of initiatives aimed at maintaining the
company's near-term liquidity and improving its weakened financial
performance.

Standard & Poor's will monitor developments and resolve the
CreditWatch depending on the course of events related to
negotiations with bondholders.
     
With annual revenues of about $772 million, Coppell, Texas-based
Tekni-Plex produces a variety of packaging products and materials
for the consumer products, health care, and food packaging
industries.  Operating results have been hurt by the company's
limited ability to pass through elevated raw material costs to
customers, weak volume trends, and loss of market share in garden
hose products.


THORPE INSULATION: Insurers Say Counsel is Not "Disinterested"
--------------------------------------------------------------
Certain policy insurers of Thorpe Insulation Company object to the
amended application filed by the Debtor's counsel, Pachulski Stang
Ziehl & Jones LLP, saying that the firm's disclosure as an
interest holder of one of the Debtor's landlords reveals a
conflict of interest.

The firm admitted in its amended application that it continues to
hold a 20% interest in Fullerton South, LLC, a former landlord of
the Debtor.  The firm said that it did not appear that the Debtor
was released from its obligations under its lease, and therefore,
Fullerton South may still be a creditor of the Debtor.

The firm explained that they are only "passive investors" of
Fullerton, and as such, is subject only to voting rights granted
in their operating agreement.  Affiliates of one of the managing
members of Fullerton have, in the past, been clients of the firm
in matters unrelated to the Debtor.

Accordingly, the firm assured the Court that the situation does
not render the firm not disinterested or unqualified to serve as
general bankruptcy counsel to the Debtor.

However, Continental Insurance Company, Harbor Insurance Company,
Transcontinental Insurance Company, and certain joining parties-
in-interest insist that the firm now must admit that it is not
disinterested within the meaning of Section 101(14) of the U.S.
Bankruptcy Code.

The insurers told the Court that the Debtor's remaining business
was transferred to the current lease holder of the Fullerton
property -- two of the Debtor's shareholders -- following the
Debtor's first payment default to a lender.  The Official
Committee of Unsecured Creditors in this case had characterized
that transfer as a fraudulent transfer, and therefore, the firm
cannot be disinterested, the insurers conclude.

The insurers add that the firm attempts to downplay its
conflicting interests by claiming that it will not advise the
Debtor as to matters involving the lease, and will defer any such
issues to the Committee or any other party-in-interest.

"This deferral of responsibility does not somehow render the
Pachulski Firm disinterested.  It does not purge the taint of
these conflicts," the insurers argue.

                      About Thorpe Insulation

Based in Long Beach, California, Thorpe Insulation Company
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.  Pacific is a southwest commercial and industrial
insulation distributor and fabricator with locations in Southern
and Northern California, Arizona, and Nevada.  It provides pipe,
air handling, fire barrier, board and blanket insulation as well
as adhesives, mastics and sealants.  Pacific has never installed
or sold any materials containing asbestos.  It currently has 55
full-time employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.

Caplin & Drysdale, Chartered and Heller Ehrman LLP are co-counsels
to the Official Committee of Unsecured Creditors.

The Debtor's schedules showed $6,499,167 in total assets, and
$52,438,167 in total liabilities.


TINA TOMARCHIO: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Tina Tomarchio
        1233 Laurel Boulevard
        Lanoka Harbor, NJ 08734-2905

Bankruptcy Case No.: 07-28556

Chapter 11 Petition Date: December 17, 2007

Court: District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtor's Counsel: Timothy P. Neumann, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: (732) 223-8484

Total Assets: $1,015,870

Total Debts:    $895,707

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


TRIBUNE CO: Increase in Leverage Cues Moody's to Cut Rating
-----------------------------------------------------------
Moody's Investors Service downgraded Tribune Company's Corporate
Family and Probability of Default ratings to B3 from B1 and
ratings on the existing debt instruments.

As Moody's previously indicated in its press release dated
Nov. 29, 2007, the downgrade of the CFR and existing ratings
reflects the significant increase in leverage associated with the
second step of Tribune's two-stage plan to go private in an
$8.7 billion transaction led by Sam Zell.  The increase in
leverage is occurring at a time of pressure on Tribune's
advertising revenue and operating margins from online and cross
media competition and a cyclical downturn in the residential real
estate market.  The rating actions assume the Zell-ESOP
transaction closes in 2007 as expected.

Moody's also assigned these ratings to Tribune's proposed debt
facilities: a B2 rating to the $2.105 billion guaranteed senior
secured incremental term loan B and a Caa2 rating to the $1.6
billion guaranteed senior unsecured interim term loan.  Tribune
plans to utilize the proceeds from the facilities to fund the
second step of the Zell-ESOP transaction.  The rating outlook is
stable.

Assignments:

  * Issuer: Tribune Company (New)

    -- $2.1 Billion Guaranteed Senior Secured Incremental Term
       Loan B, Assigned a B2, LGD3-35%;

    -- $1.6 Billion Guaranteed Senior Unsecured Bridge Credit
       Facility, Assigned a Caa2, LGD5-81%.

Downgrades:

  * Issuer: Tribune Company

    -- Corporate Family Rating, Downgraded to B3 from B1;

    -- Probability of Default Rating, Downgraded to B3 from B1;

    -- Senior Secured Guaranteed Bank Credit Facility, Downgraded
       to B2, LG3-35% from Ba3, LGD3-36%;

    -- Senior Secured Regular Bond/Debentures, Downgraded to
       Caa2, LGD5-88% from B3, LGD5-84%;

    -- Subordinate Conv./Exch. Bond/Debenture (PHONES),
       Downgraded to Caa2, LGD6-94% from B3, LGD6-93%;

    -- Senior Unsecured Medium-Term Note Program, Downgraded to
       Caa2 from B3;

    -- Multiple Seniority Shelf, Downgraded to (P)Caa2 from (P)B3;

    -- Issuer Rating, Downgraded to Caa2 from B3.

Outlook Actions:

  * Issuer: Tribune Company

    -- Outlook, Changed To Stable From Rating Under Review

Tribune's material operating subsidiaries provide unsecured
guarantees on the $10 billion credit facility (which includes the
incremental term loan B) and the $1.6 billion bridge facility, but
the guarantees on the bridge facility are subordinate to the
guarantees on the credit facility.  The guarantees provide a
higher priority of claim on Tribune's assets and cash flow than
the $1.4 billion of existing senior secured notes, which are not
guaranteed and whose collateral package consists only of a stock
pledge from non-operating intermediate publishing and broadcast
holding companies.

Tribune, headquartered in Chicago, Illinois, operates the second
largest newspaper group in the U.S. as well as television and
radio broadcasting and interactive services.  The company owns 23
television stations including a VHF station in each of the top
three metro markets, and TV-newspaper duopolies in New York, Los
Angeles, Chicago, Miami, and Hartford.  In addition, Tribune owns
equity interests in a variety of media enterprises including
CareerBuilder and the Food Network. Annual revenue approximates
$5.2 billion.


TRIBUNE CO: S&P Puts B- Rating on Planned $1.6 Billion Bridge Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Tribune Co.'s proposed $1.6 billion senior unsecured bridge loan,
and placed the rating on CreditWatch with negative implications.
     
Other ratings on Tribune, including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications, pending
the completion of the company's LBO (expected in December 2007).  
The LBO deal is valued at slightly less than $14.5 billion,
including the assumption and repayment of $5.7 billion of debt
(which includes the principal amount of the company's phones).
      
"The rating on the proposed unsecured bridge loan is two notches
lower than the corporate credit rating, reflecting the amount of
priority secured debt in Tribune's capital structure," noted
Standard & Poor's credit analyst Emile Courtney.
     
The current 'B+' corporate credit rating reflects the completion
of the first of two steps to close Tribune's LBO.  In May 2007,
the company tendered for $4.3 billion in common shares and
refinanced $2.8 billion in debt, funded by a $10.1 billion senior
secured credit facility, which closed in June 2007 (the facility
includes a $750 million revolver and a committed $2.1 billion
incremental term loan that will partly finance step two of the
LBO).

In addition, Sam Zell has made an initial $250 million investment
in Tribune, and the company's employee stock ownership plan (ESOP)
purchased $250 million of newly issued Tribune stock.

Proceeds from the incremental term loan, the proposed $1.6 billion
senior unsecured bridge facility, and existing cash balances,
combined with a $65 million incremental investment from Zell
(bringing the total investment by Mr. Zell to $315 million at
close) and $215 million in option exercise proceeds, would be
used, among other things, to complete step two of the LBO, in
which publicly held common stock will be converted into the right
to receive $34 per share in cash, and to pay transaction fees and
expenses.

Incorporating the expected partial prepayment of Tribune's term
loan X over the near-to-intermediate term from asset sale and
other transaction proceeds of $1 billion or more, interest
coverage should remain at about 2x, and leverage would be near 7x
in the first half of 2008.


UNIVERSAL HOSPITAL: Posts $6.9 Million Net Loss in Third Quarter
----------------------------------------------------------------
Universal Hospital Services Inc. reported a net loss of
$6.9 million for the third quarter ended Sept. 30, 2007, compared
to a net loss of $2.2 million for the same period of 2006.  For
the first nine months, UHS reported a net loss of $56.9 million
versus net income of $1.2 million for the same period of 2006.   

The 2007 year-to-date net loss primarily reflects charges related
to the acquisition of UHS by affiliates of Bear Stearns Merchant
Manager III (Cayman) L.P. and management on May 31, 2007, and
includes transaction and related expenses and debt extinguishment
costs.

Total revenues were $65.2 million for the third quarter of 2007,
representing a $10.6 million or 19% increase from total revenues
of $54.6 million for the same period of 2006.  Through the first
nine months of 2007, revenues increased by 16% to $194.3 million,
as compared to the same period of 2006.

Third quarter Adjusted EBITDA was $22.7 million, representing a
$3.8 million, or 20% increase from $18.9 million for the same
period of 2006.  Adjusted EBITDA for the first nine months
increased $9.4 million, or 15% to $70.7 million from $61.3 million
for the same period of 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$884.9 million in total assets, $654.1 million in total
liabilities, and $230.8 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2677

                     About Universal Hospital

Based in Edina, Minn., Universal Hospital Services Inc. --
http://www.uhs.com/-- is a medical equipment lifecycle services  
company.  UHS offers comprehensive solutions that maximize
utilization, increase productivity and support optimal patient
care resulting in capital and operational efficiencies.  UHS
currently operates through more than 75 offices, serving customers
in all 50 states and the District of Columbia.

                          *     *     *

Standard & Poor's placed the company's long-term foreign and
local issuer credits at B+ which still hold to date.  


US SHIPPING: Limited Cash Flow Spurs S&P to Cut Ratings to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on U.S.
Shipping Partners L.P., including lowering the corporate credit
rating to 'B-' from 'B+'.  At the same time, S&P removed
the ratings from CreditWatch, where they were placed with negative
implications on Aug. 10, 2007.  The outlook is negative.  The
Edison, N.J.-based shipping company has about $441 million of
lease-adjusted debt.
      
"The expiration of time-charter contracts in coming quarters will
increase U.S. Shipping's exposure to the spot market and
competitive pressures, which will likely hurt its operating
performance over the near to intermediate term," said Standard &
Poor's credit analyst Funmi Afonja.  At the same time, the
company's significant fleet renewal program will increase debt
on its already highly leveraged balance sheet.  Debt to EBITDA was
7.8x for the 12 months ended Sept. 30, 2007.
     
Ratings on U.S. Shipping reflect the tanker company's limited free
cash flow after partnership distributions; a very aggressive
financial policy; participation in the competitive and capital-
intensive shipping industry; and the modest size of its fleet of
mostly older vessels.  These vessels, which face increasing
competitive pressures from newer vessels, will be phased out over
time because of a legislative mandate that all tankers that
transport oil into U.S. ports be double-hulled by 2015.

U.S. Shipping has placed an order for several new articulated tug
barges, one of which has already been delivered, to replace
existing capacity and expects the delivery of two more in 2008.  
In addition to the new ATB program, U.S. Shipping in August 2006
created a joint venture (USS Products Investor LLC) to finance the
construction of nine double-hulled product tankers by NASSCO, a
subsidiary of General Dynamics Corp.  The joint venture has a
$325 million revolving credit facility to finance the construction
of tankers; approximately $30 million of the facility was drawn at
Sept. 30, 2007.  U.S. Shipping has the right to buy the new
product tankers as they are built, with the first delivery
expected in early 2009.  Until its fleet is replaced, U.S.
Shipping is likely to face increased competitive pressures from
newer vessels in the marketplace.  Earnings pressures will be
further exacerbated by higher labor costs, from the recently
negotiated union contracts.
     
The negative outlook reflects increasing uncertainty over the
company's operating performance and liquidity constraints.  
Ratings incorporate an expectation that credit metrics will likely
deteriorate.  However, a further material weakening would likely
result in a downgrade.  Standard and Poor's considers an outlook
revision to stable unlikely unless earnings and liquidity were to
recover.


* Events of Default Prompts S&P's Negative Watch on 39 Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 39
classes from seven collateralized debt obligation  transactions on
CreditWatch with negative implications following notification that
the CDOs had triggered events of default.
     
The EODs were triggered as a result of the transactions' failure
to maintain par coverage ratios above minimum threshold levels
required by their indentures:

     -- ACA ABS 2007-1 Ltd., a mezzanine structured finance CDO of
        asset-backed securities (CDO of ABS) transaction,
        triggered an EOD on Nov. 13, 2007, under section 5.01(h)
        of its indenture, when the senior adjusted credit ratio
        fell below 100%;

     -- Pinnacle Point Funding II Ltd., a high-grade structured
        finance CDO of ABS transaction, triggered an EOD on
        Dec. 11, 2007, under section 5.1(d) of the indenture, when
        the par value coverage amount fell below an amount equal
        to the aggregate outstanding amount of the super senior
        notes and the class A-2 notes;

     -- 888 Tactical Fund Ltd., a CDO of structured finance CDOs
        transaction, triggered an EOD on Dec. 13, 2007, under
        section 5.1(d) of the indenture, when the principal
        coverage ratio relating to the class A notes fell below
        94.5%;

     -- Kleros Preferred Funding IV Ltd., a high-grade structured
        finance CDO of ABS transaction, triggered an EOD on
        Dec. 12, 2007, under section 5.1(h) of the indenture, when
        the class A sequential pay ratio fell below 100%;

     -- Kleros Preferred Funding VI Ltd., a high-grade structured
        finance CDO of ABS transaction, triggered an EOD on
        Dec. 12, 2007, under section 5.1(h) of the indenture, when
        the class A-2 overcollateralization ratio fell below 98%;

     -- Stack 2007-1 Ltd., a mezzanine structured finance CDO of
        ABS transaction, triggered an EOD on Dec. 10, 2007, under
        section 5.1(d) of the indenture, when the principal
        coverage ratio relating to the class A notes fell below
        88%; and

     -- Fort Denison Funding Ltd., a mezzanine structured finance
        CDO of ABS transaction, triggered an EOD on Dec. 11, 2007,
        under section 5.1(d) of the indenture, when the class A
        overcollateralization ratio fell below 100%.      

When Standard & Poor's receives an EOD notice, S&P places the
ratings of the negatively impacted classes on CreditWatch with
negative implications.
   
             Ratings Placed on CreditWatch Negative

                                                  Rating
                                                  ------
Transaction                     Class       To             From
-----------                     -----       --             ----

ACA ABS 2007-1 Ltd.              A-1J        AA/Watch Neg   AA
ACA ABS 2007-1 Ltd.              A-2         BBB/Watch Neg  BBB
ACA ABS 2007-1 Ltd.              A-3         BB/Watch Neg   BB
ACA ABS 2007-1 Ltd.              B-1         B+/Watch Neg   B+
ACA ABS 2007-1 Ltd.              B-2         B/Watch Neg    B
ACA ABS 2007-1 Ltd.              B-3         B-/Watch Neg   B-
ACA ABS 2007-1 Ltd.              C           CCC/Watch Neg  CCC
ACA ABS 2007-1 Ltd.              Rated eqty  B-/Watch Neg   B-
Pinnacle Point Funding II Ltd.   A-2         AAA/Watch Neg  AAA
Pinnacle Point Funding II Ltd.   B           AA/Watch Neg   AA
Pinnacle Point Funding II Ltd.   C-1         A/Watch Neg    A
Pinnacle Point Funding II Ltd.   C-2         A/Watch Neg    A
Pinnacle Point Funding II Ltd.   D           BBB/Watch Neg  BBB
888 Tactical Fund Ltd.           A2          AAA/Watch Neg  AAA
Kleros Preferred Funding IV Ltd. A-2         AAA/Watch Neg  AAA
Kleros Preferred Funding IV Ltd. A-3         AAA/Watch Neg  AAA
Kleros Preferred Funding IV Ltd. A-4         AAA/Watch Neg  AAA
Kleros Preferred Funding IV Ltd. B           AA/Watch Neg   AA
Kleros Preferred Funding IV Ltd. C           A/Watch Neg    A
Kleros Preferred Funding IV Ltd. D           A-/Watch Neg   A-
Kleros Preferred Funding IV Ltd. E           BBB/Watch Neg  BBB
Kleros Preferred Funding IV Ltd. F           BB+/Watch Neg  BB+
Kleros Preferred Funding IV Ltd. Notes*      AAA/Watch Neg  AAA
Kleros Preferred Funding VI Ltd. A-1S-2      AAA/Watch Neg  AAA
Kleros Preferred Funding VI Ltd. A-1J        AAA/Watch Neg  AAA
Kleros Preferred Funding VI Ltd. A-2         AA/Watch Neg   AA
Kleros Preferred Funding VI Ltd. A-3         A/Watch Neg    A
Kleros Preferred Funding VI Ltd. B           BBB/Watch Neg  BBB
Stack 2007-1 Ltd.                A-1B        AAA/Watch Neg  AAA
Stack 2007-1 Ltd.                A-2         AAA/Watch Neg  AAA
Stack 2007-1 Ltd.                A-3         AA+/Watch Neg  AA+
Stack 2007-1 Ltd.                A-4         AA-/Watch Neg  AA-
Stack 2007-1 Ltd.                B           A/Watch Neg    A
Stack 2007-1 Ltd.               C           BBB+/Watch Neg BBB+
Stack 2007-1 Ltd.               D           BB+/Watch Neg  BB+
Stack 2007-1 Ltd.               E           BB-/Watch Neg  BB-
Fort Denison Funding Ltd.       A-2a        AAA/Watch Neg  AAA
Fort Denison Funding Ltd.       A-2b        AAA/Watch Neg  AAA
Fort Denison Funding Ltd.       B           AA/Watch Neg   AA
  
*Principal protected notes.
   

                      Other Outstanding Ratings
  
Transaction                       Class       Rating
-----------                       -----       ------

ACA ABS 2007-1 Ltd.               A-1S        AAA
Pinnacle Point Funding II Ltd.    A-1B        AAA
888 Tactical Fund Ltd.            S           AAA
888 Tactical Fund Ltd.            A1          AAA
888 Tactical Fund Ltd.            A3          AAA/Watch Neg
888 Tactical Fund Ltd.            A4          AA/Watch Neg
888 Tactical Fund Ltd.            B           A/Watch Neg
888 Tactical Fund Ltd.            C           BBB/Watch Neg
Kleros Preferred Funding IV Ltd.  A-1         AAA
Kleros Preferred Funding VI Ltd.  A-1S-1A     AAA
Kleros Preferred Funding VI Ltd.  A-1S-1B     AAA
Stack 2007-1 Ltd.                 A-1A        AAA
Fort Denison Funding Ltd.         S           AAA
Fort Denison Funding Ltd.         A-1         AAA


* Fitch Says Increased Delinquency Led to Rise of CMBS Late-Pays
----------------------------------------------------------------
A fifth consecutive month of delinquency increases for multifamily
properties has led to a rise in overall U.S. CMBS late-pays,
according to the latest loan delinquency index from Fitch Ratings.

U.S. CMBS delinquencies rose by three basis points to 0.31% in
November 2007, with a total of 172 delinquent multifamily loans
comprising $864.2 million through the end of last month.

75 (8.54%) of the loans have balances lower than $2 million.   
40.2% of the delinquent multifamily loans are 60 days delinquent,
29.2% are 90 days delinquent, 23.2% are REO, 6.5% are undergoing
foreclosure, and 1% are non-performing matured.  In November, the
net increase of $316.2 million (58.8%) for this property type was
due primarily to 41 newly delinquent loans that collectively
comprised $334.8 million.

According to Director Michelle Bayard, the newly delinquent
multifamily loans were highly concentrated by geography and
vintage.  The three states with the highest concentration were
Texas (87%, up from 51.5% in October), Michigan (7.9%), and Ohio
(4.5%); the vintages with the highest concentration were 2004
(31.2%), 2006 (25.2%), and 2005 (16.8%).  'The newly delinquent
multifamily loans include 17 loans representing 55% with the same
principal borrower, all of which are secured by properties located
in Texas,' said Bayard.

The only other sector that experienced an increase in
delinquencies was industrial, which ended November with
$63.2 million in delinquent loans, up 33.3% from $47.4 million in
October.  Five industrial loans comprising $28.4 million were
added in November.  The largest is a $16.5 million loan secured by
a warehouse in Brooklyn, New York.  Two are located in Texas, one
in Oregon, and one in California.

Fitch analyzed delinquency by vintage for all sectors and found
that 2004 and 2005 securitizations accounted for 27.3% of all
delinquencies as of the end of November, which is higher than
their overall proportion within Fitch-rated transactions of 23.4%.  
'The delinquencies in 2004 and 2005 loans suggest that
delinquencies are occurring sooner than in the past,' said Bayard.  
'Historically, delinquencies spike after three years of seasoning,
with the highest rates occurring after the eighth year.'

The seasoned delinquency index, which omits transactions with less
than one year of seasoning, rose by seven basis points to 0.42% in
November from 0.35% in October.  The seasoned index is affected by
the addition of deals as they age.  In November 2007, 12
transactions totaling $16.2 billion (all securitized in 2006)
became newly seasoned.  These newly-seasoned transactions had a
total of six delinquent loans with combined balances of $38.4
million.

Fitch defines as delinquent those loans that are at least 60 days
late, real estate owned, foreclosed, or non-performing matured.  
The Fitch-rated universe includes 460 transactions with total
outstanding loan balances of $493.7 billion as of November.


* S&P Downgrades Ratings on 156 Tranches from Hybrid CDOs
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 156
tranches from 36 U.S. cash flow and hybrid collateralized debt
obligation transactions.  At the same time, we affirmed our
ratings on another 82 tranches from these transactions.  The
downgraded tranches have a total issuance amount of approximately
$6.842 billion, and all are from CDOs of asset-backed securities
collateralized by structured finance securities, including U.S.
residential mortgage-backed securities.  The ratings on 57 of the
downgraded tranches remain on CreditWatch negative, indicating a
significant likelihood of further downgrades.
     
In addition, S&P placed its ratings on 63 tranches from 13 other
cash flow and hybrid CDO transactions on CreditWatch with negative
implications.  The issuance amount of these affected CDO tranches
is $3.587 billion.
     
In 2007 to date, including the CDO tranches and including actions
on both publicly and confidentially rated tranches, S&P has
lowered our ratings on 991 tranches from 333 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the residential mortgage market and credit deterioration of U.S.
RMBS.  In addition, 551 ratings from 142 transactions are
currently on CreditWatch negative for the same reasons.  In all,
the affected tranches represent an issuance amount of
$57.525 billion.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate. Additionally, Standard & Poor's will continue to
review its current criteria assumptions in light of the recent
performance of RMBS assets and CDOs.     


                Rating and CreditWatch Actions

                                        Rating
                                        ------
Transaction              Class   To             From
-----------              -----   --             ----
888 Tactical Fund Ltd.    A3      AAA/Watch Neg  AAA
888 Tactical Fund Ltd.    A4      AA/Watch Neg   AA
888 Tactical Fund Ltd.    B       A/Watch Neg    A
888 Tactical Fund Ltd.    C       BBB/Watch Neg  BBB
ACA ABS 2007-3 Ltd.       A-1LA   AAA/Watch Neg  AAA
ACA ABS 2007-3 Ltd.       A-1LB   AA/Watch Neg   AA
ACA ABS 2007-3 Ltd.       A-2L    A+/Watch Neg   A+
ACA ABS 2007-3 Ltd.       A-3L    A-/Watch Neg   A-
ACA ABS 2007-3 Ltd.       A-4L    BBB+/Watch Neg BBB+
Ballyrock ABS CDO 2007-1
Ltd.                      C       A/Watch Neg    A
Ballyrock ABS CDO 2007-1
Ltd.                      D       BBB/Watch Neg  BBB
Camber 5 Ltd.             B       BBB/Watch Neg  A-
Camber 5 Ltd.             C       BBB-/Watch Neg BBB/Watch Neg
Camber 6 plc              C       AA-            AA
Camber 6 plc              D       A-             A
Camber 6 plc              E       BB             BBB/Watch Neg
Camber 6 plc              F       B-             BB+/Watch Neg
Careel Bay CDO Ltd.       A1J     AA+            AAA
Careel Bay CDO Ltd.       A3      BBB+           A/Watch Neg
Careel Bay CDO Ltd.       B       B              BBB/Watch Neg
Careel Bay CDO Ltd.       C       CCC-           BB/Watch Neg
Corona Borealis CDO Ltd.  C       BBB+           A
Corona Borealis CDO Ltd.  D       BBB-           BBB/Watch Neg
Delphinus CDO 2007-1 Ltd. A-1C    AAA/Watch Neg  AAA
Delphinus CDO 2007-1 Ltd. A-2     AAA/Watch Neg  AAA
Delphinus CDO 2007-1 Ltd. A-3     AAA/Watch Neg  AAA
Delphinus CDO 2007-1 Ltd. B       AA/Watch Neg   AA
Delphinus CDO 2007-1 Ltd. C       A/Watch Neg    A
Delphinus CDO 2007-1 Ltd. D-1     BBB+/Watch Neg BBB+
Delphinus CDO 2007-1 Ltd. D-2     BBB-/Watch Neg BBB-
Delphinus CDO 2007-1 Ltd. D-3     BBB-/Watch Neg BBB-
Delphinus CDO 2007-1 Ltd. E       BB/Watch Neg   BB
Diogenes CDO I Ltd.       D       BBB-           BBB/Watch Neg
Draco 2007-1 Ltd.         A3      BBB+           A
Draco 2007-1 Ltd.         B1      BBB            BBB
Draco 2007-1 Ltd.         B2      BB             BBB
Draco 2007-1 Ltd.         B3      B+             BBB-
Draco 2007-1 Ltd.         C1      CCC-           BBB-/Watch Neg
Draco 2007-1 Ltd.         C2      CC             BB/Watch Neg
Duke Funding XIII Ltd.    A1J     AAA/Watch Neg  AAA
Duke Funding XIII Ltd.    A2J     AA-/Watch Neg  AA-
Duke Funding XIII Ltd.    A2S     AA/Watch Neg   AA
Duke Funding XIII Ltd.    A3      A/Watch Neg    A
Duke Funding XIII Ltd.    B1      BBB+/Watch Neg BBB+
Duke Funding XIII Ltd.    B2      BBB/Watch Neg  BBB
E*Trade ABS CDO VI Ltd.   A-1J    AA-/Watch Neg  AAA
E*Trade ABS CDO VI Ltd.   A-2     A-/Watch Neg   AA
E*Trade ABS CDO VI Ltd.   A-3     BB/Watch Neg   A
E*Trade ABS CDO VI Ltd.   B-1     CCC/Watch Neg  BBB/Watch Neg
E*Trade ABS CDO VI Ltd.   B-2     CC             BBB-/Watch Neg
Fortius II Funding Ltd.   A-1     A/Watch Neg    AAA
Fortius II Funding Ltd.   A-2     BBB/Watch Neg  AAA/Watch Neg
Fortius II Funding Ltd.   B       BB+/Watch Neg  AA/Watch Neg
Fortius II Funding Ltd.   C       B/Watch Neg    A/Watch Neg
Fortius II Funding Ltd.   D       CC             BBB/Watch Neg
Fortius II Funding Ltd.   E       CC             BB+/Watch Neg
Furlong Syn. ABS CDO
2006-1 Ltd.               A1      AAA/Watch Neg   AAA
Furlong Syn. ABS CDO
2006-1 Ltd.               A2      AA/Watch Neg    AA
Furlong Syn. ABS CDO
2006-1 Ltd.              A3      BBB+/Watch Neg  A
Furlong Syn. ABS CDO
2006-1 Ltd.              B       B+/Watch Neg    BBB/Watch Neg

Furlong Syn. ABS CDO
2006-1 Ltd.           Combo Nts BBB+/Watch Neg  BBB+
Gemstone CDO IV Ltd.  A-2       AA+             AAA
Gemstone CDO IV Ltd.  A-3       AA+             AAA
Gemstone CDO IV Ltd.  B         A+              AA/Watch Neg
Gemstone CDO IV Ltd.  C         A-              A/Watch Neg
Gemstone CDO IV Ltd.  D         BB-             BBB/Watch Neg
Gemstone CDO IV Ltd.  E         B-              BB/Watch Neg
Glacier Fdg CDO IV
Ltd.                  A-2       AA+/Watch Neg   AAA
Glacier Fndg CDO IV
Ltd.                  B         A+/Watch Neg    AA
Glacier Fndg CDO IV
Ltd.                  C         BBB/Watch Neg   A
Glacier Fndg CDO IV
Ltd.                  D         BB-/Watch Neg   BBB/Watch Neg
Glacier Fndg CDO IV
Ltd.                  E         CCC/Watch Neg   BB+/Watch Neg
Grand Avenue CDO I
Ltd.                  C          A               A/Watch Neg
Grand Avenue CDO I
Ltd.                  D          BB-            BBB/Watch Neg
Grand Avenue CDO I
Ltd.                  E-1        B-              BB/Watch Neg
Grand Avenue CDO I
Ltd.                  E-2        B-              BB/Watch Neg
Grand Avenue CDO III
Ltd.                  B          AA/Watch Neg    AA
Grand Avenue CDO III
Ltd.                  C-1        A/Watch Neg     A
Grand Avenue CDO III
Ltd.                  C-2        A-/Watch Neg    A-
Grand Avenue CDO III
Ltd.                  D          BBB/Watch Neg   BBB
Hamilton Gardens CDO
Ltd.                  C          BBB+            A
Hamilton Gardens CDO
Ltd.                  D          CCC-            BBB-/Watch Neg
IMAC CDO 2006-1 Ltd.  C          AA/Watch Neg    AA
IMAC CDO 2006-1 Ltd.  D          AA-/Watch Neg   AA-
IMAC CDO 2006-1 Ltd.  E          A/Watch Neg     A
IMAC CDO 2006-1 Ltd.  F          BBB/Watch Neg   BBB
IMAC CDO 2006-1 Ltd.  G          BBB-/Watch Neg  BBB-
Ischus Mezzanine CDO
III Ltd.              A-2        AAA/Watch Neg   AAA
Ischus Mezzanine CDO
III Ltd.              B-1        A/Watch Neg     AA/Watch Neg
Ischus Mezzanine CDO
III Ltd.              B-2        A-/Watch Neg    AA/Watch Neg
Ischus Mezzanine CDO
III Ltd.              C          BBB-/Watch Neg  A/Watch Neg
Ischus Mezzanine CDO
III Ltd.              D          B/Watch Neg     BBB/Watch Neg
Ischus Mezzanine CDO
III Ltd.              E          CCC+/Watch Neg  BB+/Watch Neg
Ischus Syn. ABS CDO
2006-2 Ltd.           A-1LB      A-              AAA/Watch Neg
Ischus Syn. ABS CDO
2006-2 Ltd.           A-2L       BBB-            AA/Watch Neg
Ischus Syn. ABS CDO
2006-2 Ltd.           A-3L       B-              A/Watch Neg
Ischus Syn. ABS CDO
2006-2 Ltd.           B-1L       CC              BBB/Watch Neg
Ischus Syn. ABS CDO
2006-2 Ltd.           B-2L       CC              BB+/Watch Neg
IXIS ABS CDO 2 Ltd.   A-2        AA+             AAA
IXIS ABS CDO 2 Ltd.    C         A-              A/Watch Neg
IXIS ABS CDO 2 Ltd.    D         BBB-            BBB/Watch Neg
IXIS ABS CDO 2 Ltd.    E         BB+             BB+/Watch Neg
Khaleej II CDO Ltd.    C         A-/Watch Neg    A/Watch Neg
Khaleej II CDO Ltd.    D         BBB-/Watch Neg  BBB/Watch Neg
Knollwood CDO II Ltd.  A-2J      AA              AAA/Watch Neg
Knollwood CDO II Ltd.  B         A/Watch Neg     AA/Watch Neg
Knollwood CDO II Ltd.  C         BBB-/Watch Neg  A/Watch Neg
Knollwood CDO II Ltd.  D         B/Watch Neg     BBB/Watch Neg
Knollwood CDO II Ltd.  E         CC              BB+/Watch Neg
Knollwood CDO Ltd.     A-2       AA+/Watch Neg   AAA
Knollwood CDO Ltd.     B         A-/Watch Neg    AA
Knollwood CDO Ltd.     C         CCC+/Watch Neg  BBB/Watch Neg
Libertas Preferred
Fndg II Ltd.           A-2       AA/Watch Neg    AAA
Libertas Preferred
Fndg II Ltd.           B         A+/Watch Neg    AA/Watch Neg
Libertas Preferred
Fndg II Ltd.           C         BBB/Watch Neg   A/Watch Neg
Libertas Preferred
Fndg II Ltd.           D         BBB-/Watch Neg  BBB/Watch Neg
Libertas Preferred
Fndg II Ltd.           E         BB/Watch Neg    BBB-/Watch Neg
Libertas Preferred
Fndg II Ltd.           F         B+/Watch Neg    BB/Watch Neg
Libertas Preferred
Fndg III Ltd.          IV        AA-             AA
Libertas Preferred
Fndg III Ltd.          VI        A-              A/Watch Neg
Libertas Preferred
Fndg III Ltd.          VII       BBB-            BBB/Watch Neg
Libertas Preferred
Fndg III Ltd.          VIII      BB              BBB-/Watch Neg
Long Hill 2006-1 Ltd.  A2        A               AA
Long Hill 2006-1 Ltd.  A3        BBB-            A-
Long Hill 2006-1 Ltd.  B         BB-             BBB/Watch Neg
Long Hill 2006-1 Ltd.  C         B+              BB+/Watch Neg
Long Hill 2006-1 Ltd.  Combo nts CCC+            BBB-
Maxim High Grade CDO
II Ltd.                A-4        A+              AAA
Maxim High Grade CDO
II Ltd.                B          A-              AA
Maxim High Grade CDO
II Ltd.                C          AA-             AA-/Watch Neg
Maxim High Grade CDO
II Ltd.                D          BB+             A/Watch Neg
Maxim High Grade CDO
II Ltd.                E          CCC-            BBB/Watch Neg
Mercury CDO III Ltd.   A-2        AAA/Watch Neg   AAA
Mercury CDO III Ltd.   B          AA-/Watch Neg   AA
Mercury CDO III Ltd.   C          BBB+/Watch Neg  A/Watch Neg
Mercury CDO III Ltd.   D          B+/Watch Neg    BBB/Watch Neg
Midori CDO Ltd.        C          A-              A/Watch Neg
Midori CDO Ltd.        D          BBB-            BBB/Watch Neg
Midori CDO Ltd.        E          BB+             BBB-/Watch Neg
Montauk Point CDO II
Ltd.                    A3        A+              AA-
Montauk Point CDO II
Ltd.                    A4        A-              A
Montauk Point CDO II
Ltd.                    B         BB+             BBB/Watch Neg
Montauk Point CDO II
Ltd.                    C         BB              BB/Watch Neg
Octans CDO I Ltd.       A-2A      AA+             AAA
Octans CDO I Ltd.       A-2B      AA-             AAA/Watch Neg
Octans CDO I Ltd.     B          A+              AA/Watch Neg
Octans CDO I Ltd.     C          BBB+            AA-/Watch Neg
Octans CDO I Ltd.     D          BBB             A/Watch Neg
Octans CDO I Ltd.     E          BB              A-/Watch Neg
Octans CDO I Ltd.     F          B+              BBB/Watch Neg
Octans CDO I Ltd.     G          CCC+            BBB-/Watch Neg
Orchid Struct. Fin.
CDO III Ltd.          A-2        AA+             AAA
Orchid Struct. Fin.
CDO III Ltd.          B          A+              AA
Orchid Struct. Fin.
CDO III Ltd.          C          A-              A
Orchid Struct. Fin.
CDO III Ltd.          D          BBB             A-
Orchid Struct. Fin.
CDO III Ltd.          E          BB+             BBB/Watch Neg
Orchid Struct. Fin.
CDO Ltd.              B          B-              A-/Watch Neg
Orchid Struct. Fin.
CDO Ltd.              C-1        CC              B-/Watch Neg
Orchid Struct. Fin.
CDO Ltd.              C-2        CC              B-/Watch Neg
Pampelonne CDO I
Ltd.                  A-1        AA+/Watch Neg   AAA
Pampelonne CDO I
Ltd.                  A-2        AA+/Watch Neg   AAA/Watch Neg
Pampelonne CDO I
Ltd.                 B          AA-/Watch Neg   AA/Watch Neg
Pampelonne CDO I
Ltd.                  C          BBB+/Watch Neg  A/Watch Neg
Pampelonne CDO I
Ltd.                  D          CCC/Watch Neg   BBB/Watch Neg
Pampelonne CDO I
Ltd.                  E          CC              BB+/Watch Neg
Pampelonne CDO II
Ltd.                  A-1        AA+/Watch Neg   AAA/Watch Neg
Pampelonne CDO II
Ltd.                  A-2        AA+/Watch Neg   AAA/Watch Neg
Pampelonne CDO II
Ltd.                  A-3        AA+/Watch Neg   AAA/Watch Neg
Pampelonne CDO II
Ltd.                  B          AA-/Watch Neg   AA/Watch Neg
Pampelonne CDO II
Ltd.                  C          A-/Watch Neg    A/Watch Neg
Pampelonne CDO II
Ltd.                  D          B+/Watch Neg    BBB/Watch Neg
Pampelonne CDO II
Ltd.                  E          CC              BB+/Watch Neg
Pine Mountain CDO III
Ltd.                  A-4        AAA/Watch Neg   AAA
Pine Mountain CDO III
Ltd.                  B          AA/Watch Neg    AA
Pine Mountain CDO III
Ltd.                  C          A/Watch Neg     A
Pine Mountain CDO III
Ltd.                  D          BBB/Watch Neg   BBB
Pine Mountain CDO III
Ltd.                  E          BB+/Watch Neg   BB+
Port Jackson CDO
2007-1 Ltd.           A-2        AAA/Watch Neg   AAA
Port Jackson CDO
2007-1 Ltd.           A-3        AAA/Watch Neg   AAA
Port Jackson CDO
2007-1 Ltd.           B          AA/Watch Neg    AA
Port Jackson CDO
2007-1 Ltd.           C          A/Watch Neg     A
Port Jackson CDO
2007-1 Ltd.           D          BBB/Watch Neg   BBB
South Coast Fndg II
Ltd.                  A-2        AA              AAA
South Coast Fndg II
Ltd.                  A-3        B               A+/Watch Neg
STAtic ResidenTial
CDO 2005-B Ltd.
                      B          AA              AA+/Watch Neg
STAtic ResidenTial
CDO 2005-B Ltd.
                      C          A+              AA-/Watch Neg
STAtic ResidenTial
CDO 2005-B Ltd.
                      D          BBB             A-/Watch Neg
Stockton CDO Ltd.     C          A/Watch Neg     A
Stockton CDO Ltd.     D-1        BBB+/Watch Neg  BBB+
Stockton CDO Ltd.     D-2        BBB/Watch Neg   BBB
Stockton CDO Ltd.     D-3        BBB-/Watch Neg  BBB-
Stockton CDO Ltd.     E          BB+/Watch Neg   BB+
Straits Global ABS
CDO I Ltd.            A Combo    BBB-            BBB
Straits Global ABS
CDO I Ltd.            B Combo    BBB-            BBB
Straits Global ABS
CDO I Ltd.            B-1        A+              AA/Watch Neg
Straits Global ABS
CDO I Ltd.            B-2        A+              AA/Watch Neg
Straits Global ABS
CDO I Ltd.            C-1        BBB-            BBB/Watch Neg
Straits Global ABS
CDO I Ltd.            C-2        BBB-            BBB/Watch Neg
TABS 2006-5 Ltd.      A1J        BBB-/Watch Neg  AAA/Watch Neg
TABS 2006-5 Ltd.      A1S        AAA/Watch Neg   AAA
TABS 2006-5 Ltd.      A2         CC              AA/Watch Neg
TABS 2006-5 Ltd.      A3         CC              A/Watch Neg
TABS 2006-5 Ltd.      B1         CC              BBB+/Watch Neg
TABS 2006-5 Ltd.      B2         CC              BBB/Watch Neg
TABS 2006-5 Ltd.      B3         CC              BBB-/Watch Neg
TABS 2006-5 Ltd.      C          CC              BB/Watch Neg
TABS 2006-5 Ltd.      I Sub Nts  CC              BBB-/Watch Neg
TABS 2007-7 Ltd.      A1J        AA+/Watch Neg   AAA/Watch Neg
TABS 2007-7 Ltd.      A1S        AAA/Watch Neg   AAA
TABS 2007-7 Ltd.      A2         BBB/Watch Neg   AA/Watch Neg
TABS 2007-7 Ltd.      A3         BB-/Watch Neg   A/Watch Neg
TABS 2007-7 Ltd.      B1         B/Watch Neg     BBB+/Watch Neg
TABS 2007-7 Ltd.      B2         CCC/Watch Neg   BBB/Watch Neg
TABS 2007-7 Ltd.      B3         CC              BBB-/Watch Neg
TABS 2007-7 Ltd.      C          CC              BB/Watch Neg
TABS 2007-7 Ltd.      ClassISubN CC              BBB-/Watch Neg
TABS 2007-7 Ltd.      X          AA/Watch Neg    AAA
Tahoma CDO Ltd.       A-3        AAA/Watch Neg   AAA
Tahoma CDO Ltd.       B          AA/Watch Neg    AA
Tahoma CDO Ltd.       C          A/Watch Neg     A
Tahoma CDO Ltd.       D          BBB/Watch Neg   BBB
Tahoma CDO Ltd.       E          BB+/Watch Neg   BB+
Vertical ABS CDO
2007-2 Ltd.           A2         AA/Watch Neg    AA
Vertical ABS CDO
2007-2 Ltd.           A3         A/Watch Neg     A
Vertical ABS CDO
2007-2 Ltd.           B          BBB/Watch Neg   BBB
West Trade Funding
CDO III Ltd.          A-4        AAA/Watch Neg   AAA
West Trade Funding
CDO III Ltd.          B          AA/Watch Neg    AA
West Trade Funding
CDO III Ltd.           C          AA-/Watch Neg   AA-
West Trade Funding
CDO III Ltd.           D          A/Watch Neg     A
West Trade Funding
CDO III Ltd.           E          BBB/Watch Neg   BBB
      
                       Ratings Affirmed

Transaction                        Class         Rating
-----------                        -----         ------
888 Tactical Fund Ltd.              A1            AAA
888 Tactical Fund Ltd.              A2            AAA
888 Tactical Fund Ltd.              S             AAA
ACA ABS 2007-3 Ltd.                 ComboNotes    AAA
ACA ABS 2007-3 Ltd.                 X             AAA
Ballyrock ABS CDO 2007-1 Ltd.       A-1a          AAA
Ballyrock ABS CDO 2007-1 Ltd.       A-1b          AAA
Ballyrock ABS CDO 2007-1 Ltd.       A-2           AAA
Ballyrock ABS CDO 2007-1 Ltd.       B             AA
Ballyrock ABS CDO 2007-1 Ltd.       S             AAA
Delphinus CDO 2007-1 Ltd.           A-1A          AAA
Delphinus CDO 2007-1 Ltd.           A-1B          AAA
Delphinus CDO 2007-1 Ltd.           S             AAA
Duke Funding XIII Ltd.              2 Combo       A
Duke Funding XIII Ltd.              A1S VFN       AAA
Duke Funding XIII Ltd.              I Combo       AAA
Duke Funding XIII Ltd.              X             AAA
Camber 5 Ltd.                       A-1           AAA
Camber 5 Ltd.                       A-2           AAA
Camber 5 Ltd.                       A-3           AA
Camber 6 plc.                       A-1, A-2      AAA  
Camber 6 plc.                       B             AAA
Camber 6 plc.                       Combo nts     A-  
Careel Bay CDO Ltd.                 A1S           AAA
Careel Bay CDO Ltd.                 A2            AA
Corona Borealis CDO Ltd.            A-1A          AAA
Corona Borealis CDO Ltd.            A-1B          AAA
Corona Borealis CDO Ltd.            A-1C          AAA
Corona Borealis CDO Ltd.            A-2           AAA
Corona Borealis CDO Ltd.            B             AA
Corona Borealis CDO Ltd.            S             AAA
Diogenes CDO I Ltd.                 A-1           AAA
Diogenes CDO I Ltd.                 A-2           AAA
Diogenes CDO I Ltd.                 B             AA
Diogenes CDO I Ltd.                 C             A
Draco 2007-1 Ltd.                   A1J           AAA
Draco 2007-1 Ltd.                   A1S           AAA
Draco 2007-1 Ltd.                   A2            AA
E*Trade ABS CDO VI Ltd.             A-1S          AAA
Fortius II Funding Ltd.             S             AAA
Furlong Syn. ABS CDO 2006-1 Ltd.    Sr Sec        AAA  
Gemstone CDO IV Ltd.                A-1           AAA
Glacier Funding CDO IV Ltd.         A-1           AAA
Grand Avenue CDO I Ltd.             A-1A          AAA
Grand Avenue CDO I Ltd.             A-1B          AAA
Grand Avenue CDO I Ltd.             A-2           AAA
Grand Avenue CDO I Ltd.             B             AA
Grand Avenue CDO III Ltd.           A-1           AAA
Grand Avenue CDO III Ltd.           A-2           AAA
Grand Avenue CDO III Ltd.           A-3           AAA
Hamilton Gardens CDO Ltd.           A-1           AAA
Hamilton Gardens CDO Ltd.           A-2           AAA
Hamilton Gardens CDO Ltd.           B             AA
IMAC CDO 2006-1 Ltd.                A-1           AAA
IMAC CDO 2006-1 Ltd.                A-2           AAA
IMAC CDO 2006-1 Ltd.                B             AAA
Ischus Mezzanine CDO III Ltd        A-1           AAA
Ischus Syn. ABS CDO 2006-2 Ltd.     A-1LA         AAA
Ischus Syn. ABS CDO 2006-2 Ltd.     X             AAA
IXIS ABS CDO 2 Ltd.                 A-1 Funded    AAA  
IXIS ABS CDO 2 Ltd.                 A-1 Unfund    AAA  
IXIS ABS CDO 2 Ltd.                 A-X           AAA
IXIS ABS CDO 2 Ltd.                 B             AA
Khaleej II CDO Ltd.                 A             AAA
Knollwood CDO II Ltd.               A-1VF         AAA
Knollwood CDO II Ltd.               A-2S          AAA
Knollwood CDO Ltd.                  A-1           AAA
Libertas Preferred Funding II Ltd.  A-1           AAA
Libertas Preferred Funding II Ltd.  X             AAA
Libertas Preferred Funding III Ltd  II            AAA
Libertas Preferred Funding III Ltd  III           AAA
Libertas Preferred Funding III Ltd  I-J           AAA
Libertas Preferred Funding III Ltd  IsuperSeni    AAA  
Libertas Preferred Funding III Ltd  V             A+
Long Hill 2006-1 Ltd.               A1            AAA
Long Hill 2006-1 Ltd.               S1VF          AAA
Long Hill 2006-1 Ltd.               S2T           AAA
Maxim High Grade CDO II Ltd.        A-1           AAA  
Maxim High Grade CDO II Ltd.        A-2           AAA
Maxim High Grade CDO II Ltd.        A-3           AAA
Maxim High Grade CDO II Ltd.        Notes         AAA
Mercury CDO III Ltd.                A-1           AAA
Midori CDO Ltd.                     A-1 Funded    AAA  
Midori CDO Ltd.                     A-1 Unfund    AAA  
Midori CDO Ltd.                     A-2           AAA
Midori CDO Ltd.                     A-X           AAA
Midori CDO Ltd.                     B             AA
Montauk Point CDO II Ltd.           A1J           AAA
Montauk Point CDO II Ltd.           A1S           AAA
Montauk Point CDO II Ltd.           A2            AA
Montauk Point CDO II Ltd.           Combo Sec     AAA  
Octans CDO I Ltd.                   UnfundSupe    AAA  
Orchid Structured Fin. CDO III Ltd  A-1           AAA
Orchid Structured Fin. CDO III Ltd  Combo Nts     AAA
Orchid Structured Fin. CDO Ltd.     A-1MM         AAA/A-1+
Orchid Structured Fin. CDO Ltd.     A-2           AAA
Pampelonne CDO I Ltd.               S             AAA
Pampelonne CDO II Ltd.              S             AAA
Pine Mountain CDO III Ltd.          A-1           AAA
Pine Mountain CDO III Ltd.          A-2           AAA
Pine Mountain CDO III Ltd.          A-3           AAA
Port Jackson CDO 2007-1 Ltd.        A-1           AAA
South Coast Funding II Ltd.         A-1           AAA
STAtic ResidenTial CDO 2005-B Ltd.  A-1           AAA
STAtic ResidenTial CDO 2005-B Ltd.  A-2           AAA
Straits Global ABS CDO I Ltd.       A-1           AAA
Straits Global ABS CDO I Ltd.       A-2           AAA
Stockton CDO Ltd.                   A-1           AAA
Stockton CDO Ltd.                   A-2           AAA
Stockton CDO Ltd.                   A-3           AAA
Stockton CDO Ltd.                   B             AA
Tahoma CDO Ltd.                     A-1A          AAA
Tahoma CDO Ltd.                     A-1B          AAA
Tahoma CDO Ltd.                     A-2           AAA
Topanga CDO Ltd.                    A-1           AAA
Topanga CDO Ltd.                    A-2           AA
Topanga CDO Ltd.                    B             A-
Vertical ABS CDO 2007-2 Ltd.        A1J           AAA
Vertical ABS CDO 2007-2 Ltd.        A1S           AAA
Vertical ABS CDO 2007-2 Ltd.        X             AAA
West Trade Funding CDO III Ltd.     A-1           AAA
West Trade Funding CDO III Ltd.     A-2           AAA
West Trade Funding CDO III Ltd.     A-3           AAA


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Stratta Grill and Bar, L.L.C.
   Bankr. N.D. Calif. Case No. 07-54141
      Chapter 11 Petition filed December 11, 2007
         See http://bankrupt.com/misc/canb07-54141.pdf

In Re C.&M. Bonding, Inc.
   Bankr. W.D. Mo. Case No. 07-61803
      Chapter 11 Petition filed December 11, 2007
         See http://bankrupt.com/misc/mowb07-61803.pdf

In Re Penco Grading and Paving, L.L.C.
   Bankr. D. Ariz. Case No. 07-02526
      Chapter 11 Petition filed December 12, 2007
         See http://bankrupt.com/misc/azb07-02526.pdf

In Re Benefit Services Group, Ltd.
   Bankr. W.D. Ky. Case No. 07-34464
      Chapter 11 Petition filed December 12, 2007
         See http://bankrupt.com/misc/kywb07-34464.pdf

In Re Louis Gangone, Inc.
   Bankr. W.D. Penn. Case No. 07-27820
      Chapter 11 Petition filed December 12, 2007
         See http://bankrupt.com/misc/pawb07-27820.pdf

In Re Amy Jean Wilder
   Bankr. S.D. Calif. Case No. 07-07179
      Chapter 11 Petition filed December 12, 2007
         Filed as Pro Se

In Re Suresh Macon Dayal
   Bankr. N.D. Ala. Case No. 07-05716
      Chapter 11 Petition filed December 13, 2007
         See http://bankrupt.com/misc/alnb07-05716.pdf

In Re University Realty, Inc.
   Bankr. C.D. Calif. Case No. 07-18286
      Chapter 11 Petition filed December 13, 2007
         See http://bankrupt.com/misc/cacb07-18286.pdf

In Re John G. Fisher, Jr.
   Bankr. D. N.J. Case No. 07-28357
      Chapter 11 Petition filed December 13, 2007
         See http://bankrupt.com/misc/njb07-28357.pdf

In Re Construction Unlimited, Inc.
   Bankr. S.D. Ohio Case No. 07-60045
      Chapter 11 Petition filed December 13, 2007
         See http://bankrupt.com/misc/ohsb07-60045.pdf

In Re Rondar, Inc.
   Bankr. E.D. Penn. Case No. 07-17294
      Chapter 11 Petition filed December 13, 2007
         See http://bankrupt.com/misc/paeb07-17294.pdf

In Re 239 Oak Street Building Co., L.L.C.
   Bankr. D. R.I. Case No. 07-12617
      Chapter 11 Petition filed December 13, 2007
         Filed as Pro Se

In Re Shirlene Fant Rand
   Bankr. D. Ariz. Case No. 07-06801
      Chapter 11 Petition filed December 13, 2007
         Filed as Pro Se

In Re Brownstone Capital, Inc.
   Bankr. M.D. Fla. Case No. 07-05675
      Chapter 11 Petition filed December 13, 2007
         Filed as Pro Se

In Re Dreamin Northwest, Inc.
   Bankr. W.D. Wash. Case No. 07-44319
      Chapter 11 Petition filed December 13, 2007
         See http://bankrupt.com/misc/wawb07-44319.pdf

In Re Joven Bagels2b, Inc.
   Bankr. E.D. Wis. Case No. 07-29970
      Chapter 11 Petition filed December 13, 2007
         See http://bankrupt.com/misc/wieb07-29970.pdf

In Re Phillip Brian Stonich
   Bankr. D. Ariz. Case No. 07-06842
      Chapter 11 Petition filed December 14, 2007
         See http://bankrupt.com/misc/azb07-06842.pdf

In Re Atkinson Properties, L.L.C.
   Bankr. E.D. Calif. Case No. 07-30903
      Chapter 11 Petition filed December 14, 2007
         See http://bankrupt.com/misc/caeb07-30903.pdf

In Re Fairway Sign Corp.
   Bankr. M.D. Fla. Case No. 07-05701
      Chapter 11 Petition filed December 14, 2007
         See http://bankrupt.com/misc/flmb07-05701.pdf

In Re Baker's Roofing, Inc.
   Bankr. M.D. Fla. Case No. 07-12353
      Chapter 11 Petition filed December 14, 2007
         See http://bankrupt.com/misc/flmb07-12353.pdf

In Re Mezzanotte Cafe, Inc.
   Bankr. W.D. Penn. Case No. 07-27887
      Chapter 11 Petition filed December 14, 2007
         See http://bankrupt.com/misc/pawb07-27887.pdf

In Re B.J.R. Holdings, Inc.
   Bankr. D. Minn. Case No. 07-34826
      Chapter 11 Petition filed December 14, 2007
         Filed as Pro Se

In Re Shellise Montgomery
   Bankr. W.D. Wash. Case No. 07-16016
      Chapter 11 Petition filed December 14, 2007
         Filed as Pro Se

In Re Terry Crow
   Bankr. N.D. Tex. Case No. 07-36187
      Chapter 11 Petition filed December 14, 2007
         See http://bankrupt.com/misc/txnb07-36187.pdf

In Re Birch Holdings, L.L.C.
   Bankr. D. Nev. Case No. 07-18492
      Chapter 11 Petition filed December 16, 2007
         See http://bankrupt.com/misc/nvb07-18492.pdf

In Re Torrence Armel Watkins
   Bankr. D. Ariz. Case No. 07-06889
      Chapter 11 Petition filed December 17, 2007
         See http://bankrupt.com/misc/azb07-06889.pdf

In Re Profile, L.L.C.
   Bankr. C.D. Calif. Case No. 07-14341
      Chapter 11 Petition filed December 17, 2007
         See http://bankrupt.com/misc/cacb07-14341.pdf

In Re Gerald Joseph LaChute
   Bankr. M.D. La. Case No. 07-11775
      Chapter 11 Petition filed December 17, 2007
         See http://bankrupt.com/misc/lamb07-11775.pdf

In Re Transport Brokers, Inc.
   Bankr. E.D. Mich. Case No. 07-34401
      Chapter 11 Petition filed December 17, 2007
         See http://bankrupt.com/misc/mieb07-34401.pdf

In Re Todd Alan Jorgensen
   Bankr. D. Mont. Case No. 07-61462
      Chapter 11 Petition filed December 17, 2007
         See http://bankrupt.com/misc/mtb07-61462.pdf

In Re Bonacorsi Woodworking, Inc.
   Bankr. E.D. Penn. Case No. 07-17381
      Chapter 11 Petition filed December 17, 2007
         See http://bankrupt.com/misc/paeb07-17381.pdf

In Re Donald Dominic Bertoni
   Bankr. N.D. Calif. Case No. 07-44383
      Chapter 11 Petition filed December 17, 2007
         Filed as Pro Se

In Re Ned Barrie Majors
   Bankr. D. S.C. Case No. 07-06966
      Chapter 11 Petition filed December 17, 2007
         Filed as Pro Se

In Re New Image Auto Leasing, L.L.C.
   Bankr. E.D. Tex. Case No. 07-42967
      Chapter 11 Petition filed December 17, 2007
         See http://bankrupt.com/misc/txeb07-42967.pdf

In Re Adams 3, Inc.
   Bankr. W.D. La. Case No. 07-81269
      Chapter 11 Petition filed December 18, 2007
         See http://bankrupt.com/misc/lawb07-81269.pdf

In Re James R. Melini Excavating, Inc.
   Bankr. D. N.J. Case No. 07-28625
      Chapter 11 Petition filed December 18, 2007
         See http://bankrupt.com/misc/njb07-28625.pdf

In Re Charlotte Restaurant Ventures, L.L.C.
   Bankr. W.D. Penn. Case No. 07-12013
      Chapter 11 Petition filed December 18, 2007
         See http://bankrupt.com/misc/pawb07-12013.pdf

In Re Integrity Management Services, Inc.
   Bankr. D. P.R. Case No. 07-07425
      Chapter 11 Petition filed December 18, 2007
         See http://bankrupt.com/misc/prb07-07425.pdf

In Re United States American Disable Veterans
   Bankr. S.D. Ill. Case No. 07-32574
      Chapter 11 Petition filed December 18, 2007
         Filed as Pro Se

In Re Herbert Hall
   Bankr. M.D. Fla. Case No. 07-06597
      Chapter 11 Petition filed December 18, 2007
         Filed as Pro Se

In Re D.M.G.I. Holding Acceptance Corp.
   Bankr. N.D. Tex. Case No. 07-36217
      Chapter 11 Petition filed December 18, 2007
         Filed as Pro Se

In Re One For All Ministry, Inc.
   Bankr. D. S.C. Case No. 07-06993
      Chapter 11 Petition filed December 18, 2007
         See http://bankrupt.com/misc/scb07-06993.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, 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 ***