TCR_Public/080107.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, January 7, 2008, Vol. 12, No. 5

                             Headlines


1633 BROADWAY: Case Summary & 20 Largest Unsecured Creditors
94/BELLEVILLE RESTAURANT: Voluntary Chapter 11 Case Summary
A.R.E.I. NEWHALL: Voluntary Chapter 11 Case Summary
AFFILIATED COMPUTER: S&P Maintains 'BB' Corporate Credit Rating
AIR DEVELOPMENT: Case Summary & Eight Largest Unsecured Creditors

ALLIED SECURITY: Sept. 30 Balance Sheet Upside-Down by $18 Million
ALTERNATIVE A: S&P Expects Further Decline of Issuances in 2008
ANTARES FUNDING: Fitch Puts Low-B Ratings Under Negative Watch
ARVINMERITOR INC: S&P Holds BB Rating on $700MM Credit Facility
ASSET BACKED: Fitch Junks Rating on $6.7MM Class M10 Debentures

AUDIOVOX CORP: Completes $19.7MM Buyout of Thomson's Consumer
AVNET INC: Acquires Semiconductor Distributor YEL Electronics
AXCESS INT'L: Sept. 30 Balance Sheet Upside-Down by $3.1 Million
BAPTIST FOUNDATION: Auction of Remaining Assets Set for Jan. 17
BERRY PLASTICS: Inks $500 Mil. Merger Deal With Captive Holdings

BERRY PLASTICS: S&P Retains CCC+ Rating on Senior Unsecured Debt
BERTHEL GROWTH I: Sept. 30 Balance Sheet Upside-Down by $5.3 Mil.
BLUEGRASS ABS: Poor Credit Quality Cues Moody's Ratings Review
BORIS PAVLOV: Case Summary & 12 Largest Unsecured Creditors
BUFFETS INC: Has Until Jan. 31 to Pay Interest on $640MM Sr. Notes

BUSK ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
C&S SOLOMONS: Case Summary & 16 Largest Unsecured Creditors
CARBIZ INC: Increases Credit Facility to $111.98 Million
CHECK ELECT: Section 341(a) Meeting Scheduled for February 12
CHESAPEAKE ENERGY: Fitch Attaches 'BB' Issuer Default Rating

CLEAR CHANNEL: TV Unit President and CEO Donald D. Perry Resigns
CONSOLIDATED COMMS: Releases NPSI Shareholders Final Votes
DC PROPERTIES: Non-Filing of Reports Prompts Court to Dismiss Case
DELPHI CORP: Seeks Provisional Allowance of Unreconciled Claims
DELPHI CORP: UAW Objects to Management Compensation Plan

COMBIMATRIX CORP: Posts $3.4 Million Net Loss in Third Quarter
DELTA PETROLEUM: Tracinda Deal Cues S&P's Positive CreditWatch
DOV PHARMA: Posts $3.8 Million Net Loss in Third Quarter
DUNMORE HOMES: Gets Final OK to Hire A&M CF as Financial Advisor
DUNMORE HOMES: Obtains Final Court Nod to Employ A&M as Consultant

DURA AUTOMOTIVE: Court Defers DIP Financing Maturity to January 31
DURA AUTOMOTIVE: Restructuring of Canadian Subsidiaries Approved
ENCORE ACQUISITION: Unit Agrees to Buy EAC Assets for $250 Mil.
ENVISION LAGRANGE: Voluntary Chapter 11 Case Summary
EPICEPT CORP: Sept. 30 Balance Sheet Upside-Down by $9.4 Million

FEDERAL-MOGUL: S&P Puts BB- Rating on $2.96 Billion Senior Loan
GAP INC: Names Simon Kneen as Creative Dir. for Banana Republic
GIBRALTAR GRANITE: Voluntary Chapter 11 Case Summary
GREEN AGGREGATES: Case Summary & 19 Largest Unsecured Creditors
HARVEY ELECTRONICS: Gets Interim OK to Borrow $1.5 Mil. DIP Fund

HYACINTH DANIEL: Case Summary & 16 Largest Unsecured Creditors
IMAX CORP: Turns Over Feinstein Theatre to National Amusements
INSIGHT COMMS: S&P Withdraws 'CCC+' Rating on $350 Mil. Notes
INSIGHT MIDWEST: S&P Withdraws 'B' Rating on $200 Mil. Notes
JEFFREY SHOTKOSKI: Case Summary & 11 Largest Unsecured Creditors

JOHN STEWART: Case Summary & 19 Largest Unsecured Creditors
KELLWOOD COMPANY: Posts $1.1 Million Net Loss in Third Quarter
KELLWOOD CO: Sun Capital's Renewed Offer Expected To Be Higher
KELLWOOD CO: Inks $80 Million Accelerated Share Repurchase Pact
KELLWOOD CO: Share Repurchase Cues S&P to Retain Negative Watch

KIMBALL HILL: Delays Annual Report Filing Over Weak Housing Market
KIMBALL HILL: Impairment Charges Cue a Likely Covenant Violation
KIMBALL HILL: S&P Junks Corporate credit Rating
KIWA BIO-TECH: Sept. 30 Balance Sheet Upside-Down by $1.73 Million
LAS VEGAS SANDS: Gets SGD$5.44 Bil. Financing for Marina Bay Sands

LEVITT AND SONS: Cascades Committee Wants Estate Assets Insured
LEVITT AND SONS: Wants to Employ Watson Realty as Listing Agent
LEVITT AND SONS: Wants to Use AmTrust Loan to Build Hartwood Homes
MACKLOWE PROPERTIES: A $6.4BB Debt Waiting To Be Paid Next Month
MARINER ENERGY: High Debt Leverage Cues S&P's Negative Outlook

MARK IV:  Completes Acquisition Deal with Sun Capital's Unit
MCKINLEY FUNDING: Moody's Junks Rating on $38 Mil. Notes from Aa2
MEDISTEM LABS: Posts $380,417 Net Loss in Third Quarter
MERITAGE MORTGAGE: Fitch Junks Ratings on Three Certificates
MOVIE GALLERY: Wants Removal of Action Period Moved to July 14

N-STAR REAL: Fitch Holds BB Rating on $12,606,874 Class F Notes
NATIONAL EASTERN: Court Approves T.M. Byxbee as Accountants
NAVIOS MARITIME: Creates South American Logistics w/ Horamar Group
NEW CENTURY: S&P Junks Ratings on Three Classes of Certificates
PAETEC HOLDING: Launches Exchange Offer for 9.5% Senior Notes

PERFORMANCE PROPERTIES: Section 341 Meeting Continued to Jan. 14
POWER RECEIVABLE: S&P's BB+ Rating Unaffected by CDWR'S "A" Rating
RACE POINT: Fitch Affirms Low-B Ratings on Three Note Classes
RAPID LINK: Extends Maturity of GCASIF Notes to Nov. 1, 2009
RASC SERIES 2003-KS3: Moody's Cuts Ratings on Two Trust Classes

RASC SERIES 2003-KS6: Moody's Lowers Ratings on Three Classes
RAMP SERIES 2003-RS9: Moody's Junks Ratings on Two Classes
RES-CARE INC: S&P Holds BB+ Rating on Amended $250 Mil. Facility
RICHARD SMITH: Case Summary & 19 Largest Unsecured Creditors
RITE AID: Reports Sales of $2.201 Billion in December 2007

RITE AID: To Exit Las Vegas Market; Sells Prescription Files
RITE AID: Declares Series E and I Preferred Stock Dividends
SCRIPPS VINEYARDS: Case Summary & Seven Largest Unsec. Creditors
SMART BALANCE: S&P Revises Outlook to Stable from Negative
STATE STREET: To Set $279MM 4th Qtr. Reserve for Legal Claims

STATE STREET: James Phalen Back as Investment Arm's CEO
STATE STREET: Earns $358 Million in Third Quarter
STATE STREET: $279MM After-Tax Charge Cues Fitch's Rating Cuts
STATE STREET: Moody's Holds B+ Bank Financial Strength Rating
STATE STREET: S&P Says Ratings Unaffected by After-Tax Charge

STIEFEL LABS: S&P Holds 'B+' Corporate Credit Rating
SUNDALE LTD: Court Extends Schedules-Filing Period to January 11
SUSQUEHANNA AREA: Fitch Cuts Rating on $59.7MM Bonds to BB+
TARRANT COUNTRY: Moody's Retains 'Ca' Rating on Revenue Bonds
TELLURIDE ENT: Chap. 11 Case Converted To Ch. 7 Liquidation

TENASKA OKLAHOMA: S&P Retains Rating Despite Unscheduled Outage
THOMAS MORLEY: Voluntary Chapter 11 Case Summary
TRUMP ENT: New Credit Facility Cues S&P to Remove "BB-" Rating
VONAGE HOLDINGS: Inks Pact Implementing MOU on Sprint's Lawsuit
VYTERIS INC: Sept. 30 Balance Sheet Upside-Down by $16.3 Million

WARNER CHILCOTT: Good Financial Profile Cues S&P's Pos. Outlook
WEEKS STREET: Section 341(a) Meeting Scheduled for January 16
WELLS FARGO: Fitch Affirms Ratings on 49 Certificate Classes
WELLS FARGO: Fitch Holds 'CCC' Rating on Class B-5 Loan
WHEELING-PITTSBURGH: Posts $56.5 Million Net Loss in 3rd Quarter

YRC WORLDWIDE: Declining Credit Profile Cues Fitch's Rating Cut

* Ontario Gets Series of Tax Breaks Beginning January 1
* Patrick J. Trostle Joins Jenner & Block-New York as Partner

* Fitch Identifies 11 US CMBS Transactions Exposed to Centro
* Losses and Delinquencies Cues S&P's Rating Cuts on 16 Classes
* S&P Cuts 89 Tranches' Ratings from 22 U.S. Cash Flow and CDOs

* BOND PRICING: For the Week of Dec. 31, 2007 - Jan. 4, 2008


                             *********

1633 BROADWAY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 1633 Broadway Mars Restaurant Corp.
        1633 Broadway
        New York, NY 10019

Bankruptcy Case No.: 07-14062

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: December 28, 2007

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Gary B. Sachs, Esq., and
                  Scott R. Kipnis, Esq.
                  Hofheimer Gartlier & Gross, LLP
                  530 Fifth Avenue
                  New York, NY 10036
                  Tel: (212) 818-9000
                  Fax: (212) 869-4930
                  http://www.hgg.com/

Estimated Assets: $1,818,400

Estimated Debts:  $3,011,004

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
MRI Broadway Rental Inc.       claim                 $1,000,000
c/o Paramount Group Inc.
1633 Broadway
New York, NY 10019

New York State Department                            $175,000
of Taxation and Finance
W.A. Harriman State Campus
Albany, NY 12227-0001

U.S. Foodservice Inc.                                $76,161
360 Van Brunt Street
Englewood, NJ 07631

Fireman's Fund Insurance                             $52,191

Mid-Island Cleaning Inc.       contract              $43,500

Edward Don & Company                                 $35,386

Park Avenue Foods                                    $30,743

Davidoff & Malito LLP                                $30,096

Islandwide Food Service                              $19,364

Southern Wine and Spirits                            $14,508
Specialties Inc.

Swede Farms                                          $12,726

New York City Department                             $11,000
Finance

Pepsi-Cola Bottling                                  $10,304
Company

Empire Merchants                                      $7,064

Cosentini Associates                                  $6,794

Certified Bakery                                      $6,703

Spice House International                             $6,574

Georgia-Pacific                                       $4,545

Conkur Printing Co.                                   $4,226

Beantown MKTG & Promotions                            $3,537


94/BELLEVILLE RESTAURANT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: 94/Belleville Restaurant, Inc.
        11511 Belleville Road
        Belleville, MI 48111

Bankruptcy Case No.: 08-40012

Type of Business: The Debtor owns and operates restaurants.

Chapter 11 Petition Date: January 2, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Phillip J. Shefferly

Debtor's Counsel: Robert N. Bassel, Esq.
                  201 West Big Beaver, 6th Floor
                  Troy, MI 48099
                  Tel: (248) 528-1111

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.


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

Bankruptcy Case No.: 07-15210

Debtor-affiliates filing separate Chapter 11 petitions on
January 3, 2008:

        Entity                                     Case No.
        ------                                     --------
        A.R.E.I. Newhall 28, L.L.C.                08-10062
        A.R.E.I. Newhall 31, L.L.C.                08-10064

Debtor-affiliates filing separate Chapter 11 petitions on
January 2, 2008:

        Entity                                     Case No.
        ------                                     --------
        A.R.E.I. Newhall 24, L.L.C.                08-10013
        A.R.E.I. Newhall 20, L.L.C.                08-10018

Debtor-affiliates filing separate Chapter 11 petitions:

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

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

Chapter 11 Petition Date: December 27, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

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

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

Financial Condition of Debtors filing separate Chapter 11
petitions on January 2, 2008:

                                    Total Assets       Total Debts
                                    ------------       -----------
A.R.E.I. Newhall 24, L.L.C.         $462,861           $24,000,000
A.R.E.I. Newhall 20, L.L.C.         $200,880           $24,000,000

Financial Condition of Debtors filing separate Chapter 11
petitions on January 3, 2008:

                                    Total Assets       Total Debts
                                    ------------       -----------
A.R.E.I. Newhall 28, L.L.C.         $366,930           $24,000,000
A.R.E.I. Newhall 31, L.L.C.         $335,583           $24,000,000

The Debtors did not file lists of largest unsecured creditors.


AFFILIATED COMPUTER: S&P Maintains 'BB' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Dallas, Texas-based Affiliated Computer Services
Inc. (ACS), and removed it from CreditWatch, where it had been
placed with negative implications on March 20, 2007.   The outlook
is negative.

The affirmation follows the withdrawal of a buyout offer by
private equity firm Cerberus Capital Management, and led by ACS'
chairman and founder, for over $8 billion (including the
assumption of debt).

"Although ACS' current debt levels (in the 3x area) are somewhat
moderate for the rating given ACS' satisfactory business profile,
the company has exhibited a much more aggressive financial policy
in its willingness to pursue an LBO, and it may continue to pursue
ongoing acquisitions and share repurchases," said Standard &
Poor's credit analyst Philip Schrank.  "At the 'BB' rating level,
our expectation is that ACS will manage its debt leverage at 3x-5x
over the intermediate term, which would allow it to complete its
outstanding $800 million share repurchase program, as well as make
some moderate-size acquisitions."

The negative outlook reflects ACS' ability within its credit
facilities to significantly increase debt to finance sizable share
repurchases or acquisitions, if it desires.


AIR DEVELOPMENT: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Air Development, L.L.C.
        P.O. Box 86
        Hartford, AL 36344

Bankruptcy Case No.: 08-10001

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: January 2, 2008

Court: Middle District of Alabama (Dothan)

Debtor's Counsel: Collier H. Espy, Jr., Esq.
                  Espy, Metcalf & Espy, P.C.
                  P.O. Drawer 6504
                  Dothan, AL 36302-6504
                  Tel: (334) 793-6288

Total Assets:  $800,100

Total Debts: $1,066,796

Debtor's Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
C.I.T. Lending Services Corp.  commercial property   $1,059,420
1 C.I.T. Drive                 value of security:
Livingston, NJ 07039           $800,000

Dean Sheilds, Rev. Comm.       Ad valorem property   $4,872
Geneva County                  taxes
P.O. Box 326
Geneva, AL 36340

R. Bryan Thompson, C.P.A.,     Pre-petition          $2,500
P.C.                           accounting services
504 North Watson Street
Enterprise, AL 36330

Flowers Insurance Agency                             $1

Ronald Hovey                   balance associated    $1
                               with construction
                               contract

Parsons Group, L.L.C.          Judgment recovered in $1
                               the Small Claims
                               Court of Houston
                               City, AL on July 5,
                               2007 (S.M.-2007-1538)

H Construction, Inc.           balance associated    $1
                               with construction
                               contract

Steadman S. Shealy, Jr.        legal services        Unknown


ALLIED SECURITY: Sept. 30 Balance Sheet Upside-Down by $18 Million
------------------------------------------------------------------
Allied Security Innovations Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $6.1 million in total assets and
$24.1 million in total liabilities, resulting in an $18.0 million
total stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1.5 million in total current
assets available to pay $23.8 million in total current
liabilities.

The company reported a net loss of $3.8 million on net sales of
$1.4 million forthe third quarter ended Sept. 30, 2007, compared
with a net loss of $291,791 on net sales of $1.3 million in the
same period a year ago.

The increase in net loss was primarily due to the change in
accounting procedures in which convertible debentures are treated
as derivative according to the guidance of SFAS133 and EITF00-19.
The company recorded a loss of $3.8 million as a result of the
change in fair market value of derivative liability in the three
months ended Sept. 30, 2007, compared with a gain of $36,539 in
the corresponding period in 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?26bc

                       Going Concern Doubt

Bagell, Josephs, Levine & Company L.L.C., in Gibbsboro, N.J.,
expressed substantial doubt about Digital Descriptor Systems Inc.
nka. Allied Security Innovations Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
said that the company did not generate sufficient cash flows from
revenues during the year ended Dec. 31, 2006, to fund its
operations.  Also at Dec. 31, 2006, the company had negative net
working capital of $11,855,140.

                      About Allied Security

Based in Wall, New Jersey, Allied Security Innovations Inc.
(OTC BB: ASVN.OB) fka. Digital Descriptor Systems Inc. --
http://www.ddsi-cpc.com/ -- develops and markets integrated
enterprise-wide image applications specifically designed for
criminal justice organizations.  Customers include states, cities,
counties, corrections, justice, and public safety agencies.

Its subsidiary, CGM Applied Security Technologies Inc., with
locations in Wall, N.J. and a factory in Staten Island, N.Y., is a
manufacturer and distributor of Homeland Security products,
including indicative and barrier security seals, security tapes
and related packaging security systems, protective security
products for palletized cargo, physical security systems for
tractors, trailers and containers, as well as a number of highly
specialized authentication products.


ALTERNATIVE A: S&P Expects Further Decline of Issuances in 2008
---------------------------------------------------------------
Following a second quarter in which issuance of Alternative-A
(Alt-A) mortgages reached heights previously unseen, it decreased
sharply in third-quarter 2007, according to a recent report by
Standard & Poor's Ratings Services.

The dramatic drop, to $39.3 billion in issuance from the previous
quarter's all-time high of $109.5 billion, is the result of
unprecedented credit and liquidity disruptions-affecting both
borrowers and lenders-that emerged in the U.S. residential
mortgage market over the summer in response to
the rapidly deteriorating housing sector.

"Severe delinquencies in the 2006 and 2007 subprime and Alt-A
vintages have risen at an extremely high and unexpected rate in
recent months, especially during the latter part of the second
quarter and through the third quarter, and there are no signs of
the trend abating in the near term," said Standard & Poor's
Ratings Services credit analyst Jeff Watson, a director in
the residential mortgage-backed securities (RMBS) group. "In
response, investor demand for U.S. RMBS has fallen sharply, which
has limited a key source of funding available to originators and
issuers from the secondary market."

Standard & Poor's said it expects Alt-A issuance to further
decline during fourth-quarter 2007 and into early 2008 as the
industry continues to feel the effects of limited liquidity in the
U.S. RMBS market.


ANTARES FUNDING: Fitch Puts Low-B Ratings Under Negative Watch
--------------------------------------------------------------
Fitch Ratings has placed five classes of notes issued by Antares
Funding, LP. on Rating Watch Negative, effective immediately:

  -- $28,500,000 class C-1 rated 'BBB';
  -- $15,000,000 class C-2 rated 'BBB';
  -- $23,911,911 class D-1 rated 'BB';
  -- $14,065,830 class D-2 rated 'BB';
  -- $42,000,000 class E rated 'B-'.

Antares is a collateralized debt obligation managed by GE Asset
Management, Inc. which closed Dec. 14, 1999.  Antares was
established to issue approximately $600 million in debt and equity
securities and invest the proceeds in a portfolio of predominantly
high-yield bank loans, middle-market loans, and bonds.  As of the
trustee report dated Dec. 4, 2007, more than $67 million of the
par amount of the corporate middle-market loans was not publicly
rated, composing approximately 40% of the non-defaulted assets in
the portfolio.  Due to the lack of recent data received from
Antares on these corporate middle-market loans, Fitch is unable to
evaluate the current risk of the deal.  As a result, the current
ratings may no longer reflect the risk associated with the rated
notes.


ARVINMERITOR INC: S&P Holds BB Rating on $700MM Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services said that although ArvinMeritor
Inc. amended its credit agreement on Dec. 10, 2007, the issue-
level rating on its $700 million revolving credit facility due
2011 remains unchanged at 'BB' (two notches higher than the
corporate credit rating), and the recovery rating on this debt
remains '1', indicating an expectation of very high (90%-100%)
recovery in the event of a payment default.

The amendments reduced the facility to $700 million from
$900 million, incorporated a new financial covenant package, and
modified the pricing schedule.

The corporate credit rating on ArvinMeritor is 'B+', and the
outlook is negative.

"The rating reflects the company's weak profitability, which has
recently kept cash flow negative, along with the cyclical and
competitive pricing pressures of the capital-intensive automotive
and heavy-vehicle component supply industry," said Standard &
Poor's credit analyst Lawrence Orlowski.


ASSET BACKED: Fitch Junks Rating on $6.7MM Class M10 Debentures
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Asset Backed Securities
Corporation Home Equity Loan Trust 2007-HE2.  Affirmations total
$74.3 million and downgrades total $189 million.  In addition,
$87.6 million has been placed on Rating Watch Negative.  Break
Loss percentages and Loss Coverage Ratios for each class are
included with the rating actions as:

ABSC 2007-HE2
  -- $101.4 million class A1 downgraded to 'AA-' from 'AAA'
     (BL: 37.33, LCR: 1.94), placed on Rating Watch Negative;

  -- $74.3 million class A2 affirmed at 'AAA'
     (BL: 60.85, LCR: 3.17);

  -- $20.9 million class A3 rated 'AAA'
     (BL: 49.86, LCR: 2.60), placed on Rating Watch Negative;

  -- $30 million class A4 rated 'AAA' (BL: 39.20, LCR: 2.04),
     placed on Rating Watch Negative;

  -- $13.4 million class A5 downgraded to 'AA-' from 'AAA'
     (BL: 37.42, LCR: 1.95), placed on Rating Watch Negative;

  -- $16.4 million class M1 downgraded to 'A+' from 'AA+'
     (BL: 32.41, LCR: 1.69), placed on Rating Watch Negative;

  -- $16.4 million class M2 downgraded to 'A-' from 'AA'
     (BL: 27.42, LCR: 1.43), placed on Rating Watch Negative;

  -- $5 million class M3 downgraded to 'BBB+' from 'AA-'
     (BL: 25.87, LCR: 1.35), placed on Rating Watch Negative;

  -- $5 million class M4 downgraded to 'BBB' from 'A+'
     (BL: 24.28, LCR: 1.26), placed on Rating Watch Negative;

  -- $5.7 million class M5 downgraded to 'BBB-' from 'A'
     (BL: 22.43, LCR: 1.17), placed on Rating Watch Negative;

  -- $3.8 million class M6 downgraded to 'BBB-' from 'A-'
     (BL: 21.13, LCR: 1.10), placed on Rating Watch Negative;

  -- $5.1 million class M7 downgraded to 'BB' from 'BBB+'
     (BL: 19.29, LCR: 1.00), placed on Rating Watch Negative;

  -- $4.6 million class M8 downgraded to 'B' from 'BBB'
     (BL: 17.61, LCR: 0.92), placed on Rating Watch Negative;

  -- $5 million class M9 downgraded to 'B' from 'BBB-'
     (BL: 15.90, LCR: 0.83), placed on Rating Watch Negative;

  -- $6.7 million class M10 downgraded to 'CCC' from 'BBB-'.

Deal Summary
  -- Originators: Argent (100%);
  -- 60+ day Delinquency: 11.66%;
  -- Realized Losses to date (% of Original Balance): 0.05%;
  -- Expected Remaining Losses (% of Current Balance): 19.21%;
  -- Cumulative Expected Losses (% of Original Balance):
     18.28%.

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.


AUDIOVOX CORP: Completes $19.7MM Buyout of Thomson's Consumer
-------------------------------------------------------------
Audiovox Corporation completed its acquisition of Thomson's
Consumer Electronics Audio Video Business outside of Europe for
$19.7 million, plus a net asset payment, and includes a five-year
fee, which begins in 2010, related to the RCA brand.

The acquisition includes worldwide rights to the RCA brand for
consumer electronics audio video product lines except TVs and
certain additional product categories.

Audio Video Products acquired include DVD players and recorders,
portable DVD players, GPS devices, HD and Internet Radios, stand
alone ATSC terrestrial television converters, clock radios, MP3
and MP4 players, digital cameras and camcorders and other product
that falls within the audio/video field of use.

In total, Audiovox will be acquiring approximately $400 million in
sales and expects to retain $150 million of that related to the
RCA branded MP3 and MP4 players, digital cameras, camcorders and
clock radios.  The company is entering into a license agreement
with Multimedia Device Ltd., a Chinese manufacturer to market the
remaining product categories acquired in the transaction.  The
company expects the transaction to be accretive within the first
year.

"Our goal with this acquisition was to further control and
consolidate the RCA brand and prevent fractionalization at the
retail level," Patrick Lavelle, president and CEO of Audiovox
stated.  "We believe this acquisition will add approximately $150
million in sales and a revenue stream with an up front
$10 million payment."

"In addition, it will allow us to spread fixed overhead over a
higher sales base, which will further reduce OPEX percentage,
since the acquired overhead will be limited," Mr. Lavelle said.
"We will establish Audiovox Mexico utilizing the former Thomson
facility there, giving Audiovox a presence in that growing market
and allowing us to expand the entire Audiovox line."

"Over the past year, we have made five acquisitions including this
one that should generate sales of approximately
$300-$350 million ... for approximately $100 million," added
Mr. Lavelle.  "We believe we have purchased wisely and that these
acquisitions should lead to improved operating and
financial performance in our next fiscal year."

The company intends to integrate the Thomson and Technuity assets
into its operations during the remainder of its fiscal 2008 fourth
quarter and fiscal 2009 first quarter and would have much of the
work complete by May 31, 2008.  The newly acquired assets will be
included in Audiovox Electronics Corporation's Consumer
Electronics group.

In January 2007, Audiovox completed its acquisition of Thomson's
America's consumer electronics accessory business, which included
the rights to the RCA brand for consumer electronics accessories.
That acquisition also included the Recoton, Spikemaster, Ambico
and Discwasher brands for use on any products and the Jensen,
Advent, Acoustic Research and Road Gear brands for accessory
products that complemented the purchase of those brands for
electronics products in 2003.

In March 2007, Audiovox German Holdings GmbH completed the
acquisition of Oehlbach a European market leader in accessories.
That was followed by an August 2007 acquisition of Incaar Limited,
a UK business that specializes in rear seat entertainment systems,
which added to our European operation an accessory and OE
component.

In November 2007, Audiovox Accessories Corporation completed the
acquisition of all of the outstanding stock of Technuity, Inc., a
battery and power products industry and exclusive licensee of the
Energizer brand in North America for rechargeable batteries and
battery packs for camcorders, cordless phones, digital cameras,
DVD players and other power supply devices.  This acquisition was
made to further strengthen the company's position in the accessory
market.

                        About Audiovox

Headquartered in Hauppauge, New York, Audiovox Corp. (Nasdaq:
VOXX) -- http://www.audiovox.com/-- is a supplier and value added
service provider in the consumer electronics industry.  The
company conducts its business through subsidiaries and markets
mobile and consumer electronics products both domestically and
internationally under several of its own brands.  It also
functions as an original equipment manufacturer supplier to a wide
variety of customers, through several distinct distribution
channels.

                          *     *     *

In October 1997, Moody's Investors Service placed Audiovox Corp.'s
long term corporate family and bank loan debt ratings at 'B1'.
Both ratings still hold to date.


AVNET INC: Acquires Semiconductor Distributor YEL Electronics
-------------------------------------------------------------
Avnet Inc. has acquired YEL Electronics Hong Kong Ltd.  YEL is
a distributor of interconnect, passive, electromechanical and
limited semiconductor components in the Asia region, representing
over 30 franchised suppliers.

YEL generated approximately $200 million of revenue in the twelve
months ended December 2007 with over 80% coming from IP&E
products.  With the acquisition, Avnet expects to gain a team of
talented and knowledgeable employees serving over 2000 customers
in 8 countries across Asia Pacific.

The acquisition, Avnet relates, also expands Avnet Electronics
Marketing's franchised line card with new IP&E suppliers in the
region.

Harley Feldberg, president of Avnet Electronics Marketing global,
noted that the acquisition is another significant step in
Electronics Marketing's strategy to accelerate growth.

"The IP&E distribution industry in Asia is highly fragmented, and
Avnet intends to actively participate in its consolidation," Mr.
Feldberg said.  "The acquisition of YEL provides an excellent
opportunity to supplement our organic growth initiatives by adding
a well respected regional distributor with a management team that
shares our focus on profitable growth and superior customer
service.  With this acquisition, we have increased our IP&E
business in Asia by over 50% and become the largest IP&E
distributor in the region."

Avnet YEL will operate as a specialist division to maintain its
focus on IP&E profitable growth.  The combined customer base will
also provide additional opportunities for cross selling as our
sales organizations will have an expanded line card supported by
Avnet's world-class supply chain management and logistics
capabilities. The transaction is expected to be immediately
accretive to earnings, excluding minimal integration charges, and
supports Avnet's long-term return on capital goals.

"The acquisition of YEL is a clear demonstration of Avnet's
commitment to invest in the high growth Asia components market."
Stephen Wong, president of Avnet Electronics Marketing Asia added.
"With a larger team of talented people, a broadened account base
and an expanded line card, Electronics Marketing Asia will have
additional opportunities to accelerate organic growth while
leveraging our scale and scope advantages to deliver superior
value to our trading partners."

In addition to distributing an industry-leading line card
comprised of the suppliers of semiconductor and IP&E products,
Electronics Marketing Asia also offers a wide portfolio of value
added services -- from design, demand creation and technical
support to a supply chain and logistic services.

The company relates that this acquisition further validates
Avnet's desire and ability to continue investing in this high
growth region.

               About YEL Electronics Hong Kong Ltd

Headquartered in Hong Kong, YEL Electronics Hong Kong Ltd. --
www.yel-electronics.com/ -- invests in people, linecards, supply
chain solutions and value-added services to ensure serving its
customers to their satisfaction.  YEL was established in 1992, and
has 16 sales offices and 3 major warehouses in 8 countries.  YEL
has over 300 qualified service-oriented staffs that serves more
than 2000 customers in the Asia Pacific region.

                     About Avnet Electronics

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

                         About Avnet Inc.

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

                           *     *     *

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


AXCESS INT'L: Sept. 30 Balance Sheet Upside-Down by $3.1 Million
----------------------------------------------------------------
Axcess International Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $1.6 million in total assets and
$4.7 million in total liabilities, resulting in a $3.1 million
total stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1.5 million in total current
assets available to pay $4.7 million in total current liabilities.

Net loss for the third quarter of 2007 was $1.1 million, as
compared to a net loss of $873,608 in the prior year period.  The
increase in the net loss is mainly related to the gross margin
contribution of the Barbados contract offset by an increase in
expenses as the company develops the Enterprise Dot, its next
generation RFID product.

Revenue was $281,656 for the three months ended Sept. 30, 2007, a
decrease of 24% from revenue of $369,621 in the same quarter in
2006.

Gross margin was 51%, or $144,785, in the third quarter 2007 as
compared to 47%, or $172,242, in the 2006 period.

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?26cd

                      Going Concern Doubt

Hein & Associates LLP, in Dallas, expressed substantial doubt
about Axcess International Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and resulting continued dependence upon access to
additional external financing.

                   About Axcess International

Headquartered in Carrollton, Texas, Axcess International Inc. (OTC
BB: AXSI.OB) -- http://www.axcessinc.com/-- delivers wireless
intelligence through real-time business activity monitoring
solutions that improve productivity, security and revenue growth.
The systems derive wireless intelligence from automatic advanced
workforce management, workflow management, asset monitoring and
distributed sensing.  Its revolutionary and patented Dot micro-
wireless technology platform combines RFID, RTLS and wireless
sensing for better decision-making and control throughout the
enterprise.  Axcess is a portfolio company of Amphion Innovations
plc (AIM: AMP).


BAPTIST FOUNDATION: Auction of Remaining Assets Set for Jan. 17
---------------------------------------------------------------
BFA Liquidation Trust is set to sell the remaining assets of
Baptist Foundation of Arizona, The Business Journal of Phoenix
reports.

The Southwest Real Estate Auctioneers said in its Web site that
the auction will be on Thursday, Jan. 17, 2008, at 2:00 p.m.,
Sheraton Cresent Hotel 2620 West Dunlap Ave (I-17 & Dunlap) in
Phoenix, Arizona.  Over 10 properties are to be sold including
custom home lots, commercial and horse property.  For information
and to get a bidder's information kit, parties may call (602) 995-
8500.

BFA Liquidation Trust can be reached at:

               Clifton R. Jessup, Jr.
               Liquidating Trustee
               1313 East Osborn Road, Suite 250
               Phoenix, AZ 85014
               Tel: (602) 222-3700
               Fax: (602) 222-3770
               http://www.bfalt.org/

Southwest Real Estate Auctioneers --
http://www.swreauctioneers.com/-- serves as the auctioneer of the
Debtor's assets.

                  About Baptist Foundation of AZ

The Baptist Foundation of Arizona Inc. -- http://www.bfaz.org/--
manages church building funds and retirement funds for a few
thousand Baptist layman.  Profits came from land investments in
the red-hot Arizona market.

In August 1999, the Arizona Corporation Commission halted
Foundation security sales because it allegedly misrepresented
investment returns.  It also said the Foundation does not have the
money in its corporate accounts to cover money owed investors.
Investors and state regulators criticize the restructuring plan,
which they say leaves too many questions unanswered.

Final defendants in the Baptist Foundation fraud case were
sentenced early 2007.  The case reportedly cost elderly investors
millions of dollars after the Foundation collapsed in 1999 and
leaders were charged with fraud in attempt to conceal real estate
losses, poor investment decisions and deceptive accounting.

The Foundation filed for chapter 11 bankruptcy protection in
Nov. 11, 1999, and listed $640 million in debts and $160 million
to $200 million in assets.


BERRY PLASTICS: Inks $500 Mil. Merger Deal With Captive Holdings
----------------------------------------------------------------
Berry Plastics Corporation, an Apollo Management LP and Graham
Partners portfolio company, entered into an agreement to acquire
100% of the outstanding common stock of Captive Holdings Inc., the
parent company of Captive Plastics Inc., a First Atlantic Capital
Ltd. portfolio company.

Pursuant to the acquisition agreement, Berry will pay $500 million
for Captive, subject to certain customary adjustments.  Berry has
obtained financing commitments to finance the transaction.  The
transaction will close in the first quarter of 2008 and is subject
to customary closing conditions.

"The acquisition of Captive is another step in our quest to be a
total solution provider of plastic packaging with the Captive
product line significantly enhancing our abilities to better serve
our customers," Ira Boots, chairman and CEO of Berry Plastics
Corporation, stated.

"We are excited about the skill sets that the Captive employees
bring to Berry for the benefit of all of our customers, employees
and investors.  Captive has a history of strong growth and fits in
perfectly with our existing product lines," Mr. Boots added.

"We are very pleased with the success of Captive over the past
three years and believe the business is well positioned for future
growth as part of Berry Plastics," Roberto Buaron, chairman of
First Atlantic Capital, said.  "Our strategy of expanding Captive
through internal investment and add-on acquisitions has built a
very strong company and generated an excellent outcome for our
investors."

"Captive is an excellent fit with Berry Plastics and, together, we
will offer a more integrated product line with the ability and
scale to serve the growing plastic packaging needs of our
customers," Peter Martin, president and CEO of Captive, said.  "We
look forward to joining the Berry family."

The Captive disclosure is the second acquisition declared by Berry
in the last few days.  On Dec. 19, 2007, Berry divulged the
acquisition of MAC Closures Inc.

                 About Berry Plastics Corporation

Headquartered in Evansville, Nebraska, Berry Plastics Corporation
-- http://www.berryplastics.com/ -- is a manufacturer and
supplier of a diverse mix of rigid plastics packaging products
focusing on the open top container, closure, aerosol overcap,
drink cup and housewares markets.  The company sells a broad
product line to over 12,000 customers.  Berry Plastics
concentrates on manufacturing high quality, value-added products
sold to marketers of institutional and consumer products.  In
2004, the company created its international division as a separate
operating and reporting division to increase sales and improve
service to international customers utilizing existing resources.
The international segment includes the company's foreign
facilities and business from domestic facilities that is shipped
or billed to foreign locations.

                   About Captive Plastics, Inc.

Based in Piscataway, New Jersey, Captive Plastics --
http://www.captiveplastics.com -- makes plastic containers for
the health care, personal care, and food and beverage industries.
Captive Plastics operates over a dozen manufacturing facilities
across the US and provides over 550 varieties of rigid plastic
packaging products, including wide mouth, cylinder, round, and
square containers.  Its services include engineering, computer
aided design, mold construction, production, decorating, and
filling.  First Atlantic Capital, a private investment firm, owns
a majority interest in Captive Plastics.

                          *     *     *

As reported in the Troubled Company Reporter on June 12, 2007,
Moody's Investors Service downgraded the Corporate Family Rating
of Berry Plastics Holding Corporation to B3 from B2.  The outlook
is stable.


BERRY PLASTICS: S&P Retains CCC+ Rating on Senior Unsecured Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its first- and second-
lien senior secured debt ratings on Berry Plastics Holding Corp.
on CreditWatch with negative implications.  At the same time, S&P
affirmed its 'B' corporate credit ratings on Berry Plastics
Holding Corp. and its parent Berry Plastics Group Inc. as well as
its 'CCC+' senior unsecured and subordinated debt ratings.  The
outlooks remain negative.

These rating actions follow Berry's announcement that it has
agreed to acquire privately held Captive Holdings Inc., parent of
Captive Plastics Inc., for about $500 million in cash.   Captive
manufactures blow-molded bottles and injection-molded closures for
the food, health care, spirits, and personal care markets at 13
plants across the U.S.  Although Berry has not released details
regarding financing for the transaction, it has announced that it
has obtained financing commitments and expects the transaction to
close in the first quarter of 2008, subject to customary closing
conditions.

"The CreditWatch placement indicates that we could lower or affirm
the ratings on the first- and second-lien debt, depending on
financing for the acquisition and the implications for recovery
prospects for these instruments in the post-acquisition capital
structure," said Standard & Poor's credit analyst Cynthia Werneth.
"Recovery prospects could deteriorate if Berry finances the
acquisition with additional secured debt."

The affirmation of the corporate credit rating reflects S&P's view
that even if the transaction is all debt-financed, it's unlikely
to materially worsen Berry's already very aggressive debt
leverage.  As of Sept. 29, 2007, total debt (adjusted to
capitalize operating leases) was about $3.4 billion, and total
adjusted debt to EBITDA pro forma for recent acquisitions and
expected synergies was close to 7x.  S&P expects liquidity to
remain sufficient to meet all near-term operating and financing
needs.

The affirmation of the ratings on the senior unsecured and
subordinated debt, which are both rated 'CCC+', two notches below
the corporate credit rating, indicates S&P's expectation that
these ratings will remain unchanged following completion of the
Captive transaction.

The negative outlook associated with the corporate credit rating
points to the risk of a downgrade if operating problems,
difficulty integrating recent acquisitions, or market factors such
as rapidly rising resin costs or demand weakness forestall
strengthening of Berry's financial profile or cause it to weaken
further.  S&P could also lower the ratings if liquidity
unexpectedly deteriorates.


BERTHEL GROWTH I: Sept. 30 Balance Sheet Upside-Down by $5.3 Mil.
-----------------------------------------------------------------
Berthel Growth & Income Trust I's consolidated balance sheet at
Sept. 30, 2007, showed $5.8 million in total assets and
$11.1 million in total liabilities, resuting in a total net assets
deficit of $5.3 million.

The Trust reported a $23,598 net increase in net assets on total
revenues of $25,304 for the third quarter ended Sept. 30, 2007,
compared with a net increase in net assets of $4,525 on total
revenues of $39,994 for the same period in 2006.

On July 25, 2007, management of the Trust Advisor decided to waive
the management fees for 2007.  This forgiveness of debt, in the
amount of $73,471, is reflected in the financial statements during
the third quarter of 2007.

Net investment income was $23,598 in the three months ended
Sept. 30, 2007, compared with a net investment loss of $95,475 in
the same period last year.   Net investment income reflects the
Trust's revenues and expenses excluding realized and unrealized
gains and losses on portfolio

The Trust recognized an unrealized gain on investments of $100,000
in the three months ended Sept. 30, 2006, versus $-0- in the
corresponding period in 2007.  The change in the unrealized gains
and losses are the result of carrying the Trust's portfolio of
loans and investments at fair value.

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?26bd

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Mar. 23, 2007,
McGladrey & Pullen LLP expressed substantial doubt about Berthel
Growth & Income Trust I's ability to continue as a going concern
after auditing the Trust's consolidated financial statements for
the years ended Dec. 31, 2006 and 2005.   The auditing firm
reported that the Trust continues to have a deficiency in net
assets, as well as net losses.  The auditing firm also added that
Berthel SBIC LLC, a wholly owned subsidiary of the Trust, has
agreed to liquidate its portfolio assets in order to pay its
indebtedness to the United States Small Business Administration.

In August, 2007, the SBIC and the SBA agreed to a one-year
extension.  The agreement requires principal payments on the debt
to the extent the SBIC receives cash proceeds exceeding $250,000
for the sale or liquidation of investments.  As of Sept. 30, 2007,
$2,783,689 is outstanding under the loan agreement, which is
secured by substantially all assets of the SBIC.

                       About Berthel Growth

Headquartered in Marion, Iowa, Berthel Growth & Income Trust I is
registered under the Investment Company Act of 1940, as amended,
as a nondiversified, closed-end management investment company
electing status as a business development company.  The Trust was
formed on Feb. 10, 1995, under the laws of the State of Delaware
and received approval from the Securities and Exchange Commission
to begin offering shares of beneficial interest effective June 21,
1995.

In accordance with the prospectus, the Trust was scheduled to
terminate upon the liquidation of all of its investments, but no
later than June 21, 2007.  However, the Independent Trustees have
extended the term of the Trust for one year to June 21, 2008.

Berthel Fisher & Company Planning Inc., a wholly-owned subsidiary
of Berthel Fisher & Company, is the Trust's investment advisor and
manager.


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

Class description: $52,800,000 Class B Floating Rate Notes due
April 2039

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

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

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

In addition, Moody's also announced that it has downgraded and
left on review for possible downgrade these notes:

Class description: U.S.$15,000,000 Class C-1 Floating Rate Notes
due April 2039

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

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

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

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


BORIS PAVLOV: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Boris Pavlov
        46 Preston Drive
        Gillette, NJ 07933

Bankruptcy Case No.: 07-29025

Chapter 11 Petition Date: December 28, 2007

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtor's Counsel: Melinda D. Middlebrooks, Esq. and
                  Stuart M. Nachbar, Esq.
                  Middlebrooks Shapiro & Nachbar, P.C.
                  1767 Morris Avenue, Suite 2A
                  Union, NJ 07083
                  Tel: (908) 687-6161
                  Fax: (908) 687-9090
                  http://www.middlebrooksshapiro.com/

Estimated Assets: $1,978,029

Estimated Debts:  $1,777,853

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America                                      $69,167
c/o Frederick J. Hanna &
Associates
1655 Enterprise Way
Marietta, GA 30067

AT&T Universal Card                                  $25,595
P.O. Box 183065
Columbus, OH 43218-3065

FIA Card Servies, N.A.         reference #           $22,214
80 Holtz Drive                 11165875 PMR
Buffalo, NY 14225

Chase                                                $18,911

American Express                                     $17,984

Capital One                                          $16,692

Chase Bank USA                                       $16,127

The Palmer Firm, P.C.                                $8,233

Discover Card                                        $4,529

DFS Services, LLC                                    $3,935

Wells Fargo Financial Bank                           $1,921

Wells Fargo Financial                                $850


BUFFETS INC: Has Until Jan. 31 to Pay Interest on $640MM Sr. Notes
------------------------------------------------------------------
Buffets Inc. said late last week that it has elected to take
advantage of the 30-day grace period with respect to the missed
interest payment due Jan. 2, 2008, on its 12.5% senior notes due
Nov. 1, 2014.

The aggregate amount of this interest payment is approximately
$18.75 million.  The company explained that it is taking advantage
of the grace period to pursue restructuring discussions with its
creditors.  However, there can be no assurance that the company
will reach an agreement on any restructuring.

The company said that failure to make the interest payments by
Jan. 31, 2008, would constitute an event of default under the
indenture for the senior notes that would permit the indenture
trustee or holders of 25% or more of the senior notes to
accelerate the maturity of the senior notes.

In addition, Buffets said that failure to make the interest
payment within the grace period would constitute an event of
default under Buffets $640 million credit facility that would
permit the administrative agent or lenders holding in excess of
50% of the indebtedness outstanding under the credit facility to
terminate any commitments to extend credit to the company and
accelerate the maturity of the indebtedness outstanding.

As reported in the Troubled Company Reporter on Jan. 4, 2008,
Buffets missed a coupon payment on a debt totalling $293 million.

Matthew Lee, the debt trustee and customer service representative
at U.S. Bank NA, said the company was not able to pay interest on
its 12.5% notes maturing in 2014.

The missed interest payment sent bond prices to another low and
increased fears that corporate defaults are starting to rise.
"Default rates are going to start to increase this year," Katalin
Kutasi, a principal and investment manager for distressed debt at
hedge fund Kellner DiLeo & Co. in New York stated.  "A lot of them
are going to be consumer-sensitive companies."

                         About Buffet Inc.

Based in Eagan, Minnesota, Buffets Inc., -- http://www.buffet.com/
-- and http://www.ryansrg.com/-- operates and franchises
steak-buffet style restaurants principally under the "Old Country
Buffet", "Hometown Buffet" brand names and grill/buffet format
restaurants under the brand names "Ryan's" and "Fire Mountain".
The company is the second largest family dining restaurant in the
industry, operating 643 restaurants in 42 states.  Total reported
revenues as of Sept. 19, 2007 were approximately $1.55 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Moody's Investors Service lowered Buffets' ratings reflecting the
company's heightened probability of default as it approached a
covenant violation on its maximum leverage ratio, primarily
stemming from a further deterioration in its operating
performance.  The action also reflected increasing uncertainty
over the company's capital structure now that the company has
engaged Houlihan, Lokey, Howard & Zukin Capital to review its
capital structure and business plan.  The lowered ratings include
Buffets' corporate family rating to Caa2 from Caa1, senior secured
credit facilities rating to Caa1 from B2, and senior unsecured
notes rating to Caa3 from Caa2.  Approximately $940 million of
debt securities were affected.  The rating outlook remains
negative.


BUSK ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Busk Entertainment LLC
        P.O. Box 2849
        Mission Viejo, CA 92690

Bankruptcy Case No.: 7-14507

Chapter 11 Petition Date: December 28, 2007

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Richard J. Reynolds, Esq.
                  Turner Reynolds Greco & O'Hara
                  16845 Laguna Canyon Road, Suite 250
                  Irvine, CA 92618
                  Tel: (949) 474-6900
                  Fax: (949) 474-6907
                  http://www.trlawyers.com/

Estimated Assets: $1 million $10 million

Estimated Debts:  $500,000 to $1 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Alfa Plaza                     trade debt            $348,713
23276 South Point Drive
Suite 112
Aliso Viejo, CA 92656

Talent Air                     trade debt            $109,340
10880 Walker Street
Cypress, CA 90630

Harrah's Theatre Equipment     trade debt            $76,938
25612 Dollar Street, Suite #1
Hayward, CA 94544

Lido Interior Drywall          trade debt            $67,351

Manley Builders                trade debt            $46,053

Superior Sign                  trade debt            $36,745

Pacific Environmental          trade debt            $35,667
Planning

Schindler Elavator             trade debt            $28,798

Picone Company                 trade debt            $26,083

Paragon Schmidt                trade debt            $22,500

Topline Drafting Services      trade debt            $19,056

Messa Roofing                  trade debt            $18,281

Berkey Welding                 trade debt            $16,793

Southern Cal Fire Protection   trade debt            $12,510

Imperial Scaffolding           trade debt            $12,180

United Rentals                 trade debt            $9,887

Occidental Services            trade debt            $7,500

Land Concern Ltd.              trade debt            $5,000

Desa Structural                trade debt            $4,600

Jerry Wyman                    trade debt            $3,500


C&S SOLOMONS: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: C.&S. Solomons Enterprise, Inc.
        dba Catamaran's Restaurant
        P.O. Box 1556
        Solomons, MD 20688

Bankruptcy Case No.: 08-10017

Type of Business: The Debtor owns and manages restaurants.

Chapter 11 Petition Date: January 2, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Howard M. Heneson, Esq.
                  810 Glen Eagles Court, Suite 301
                  Towson, MD 21286
                  Tel: (410) 494-8388
                  Fax: (410) 494-8389

Total Assets: $3,378,000

Total Debts:  $2,711,863

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Thomas Seymour                 personal loan         $980,000
7795 Penn Manor Court
Port Tobacco, MD 20677

Internal Revenue Service       (941) Withholding     $110,000
Special Procedures DIvision    tax
31 Hopkins Plaza, Room 1120
Baltimore, MD 21201

Tribul Merchant Services       cash advance          $65,000
55 Broad Street, 2nd Floor
New York, NY 10004

Dennis Grimsley                personal loan         $35,000

Comptroller of Maryland        state property tax    $20,000

                               state sales tax       $15,000

U.S. Foodservice/Baltimore     food deliveries       $14,000

E. Goodwin & Sons, Inc.        food deliveries       $12,000

Ziner Tax Service              accounting services   $5,000

B.M.E. Business Systems        P.O.S. System         $4,500

Robert's Oxygen Co., Inc.      CO-2 Deliveries       $2,500

Mudd, Mudd & Fitzgerald, P.A.  legal fees            $2,500

Bookkeeping by Blanche         accounting services   $2,030

Waste Management               refuse service        $1,500

Suntrust Bank/Merchant         credit card           $1,500
Services                       servicing fees

Nards Entertainment            Satellite             $1,157

Calvert County Treasurer's     Personal Property     $176
Office                         Tax


CARBIZ INC: Increases Credit Facility to $111.98 Million
--------------------------------------------------------
CarBiz Inc. has increased its credit facility with SWC Services
LLC and AGM LLC from $30 million to a funding package of up to
$111,975,000.

The facility was used to:

   -- acquire the 26 dealerships in seven Midwestern states of
      Astra Financial Services Inc. and Calcars AB Inc. in
      October 2007 (approximately $22 million);

   -- finance CarBiz's Texas business that it acquired on
      December 24 ($15 million to date); and

   -- fund present operations and future growth.

In the acquisition of the Texas business, the $15 million funded
to date has been used to acquire approximately 1,500 used car and
truck loans to spearhead CarBiz's newly formed "Superstore"
operation in Houston, Texas.  In its "Superstore," the typical
vehicle will be financed by CarBiz at $15,000 with a four year
term compared to $6,000 at its typical store.

In addition to funds that have been made available for present
operations under the facility, another $4 million has been set
aside to provide inventory financing for CarBiz and the remaining
balance, approximately $60 Million, will be used for future growth
if certain terms and conditions under the facility are satisfied.

"We know we have a solid business plan and others are starting to
see it too," CarBiz CEO Carl Ritter commented.  "This significant
financing package, which is non dilutive to our shareholders,
tells everyone that we are definitely on the right track as we
start the New Year."

                        About Carbiz Inc.

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

                       Going Concern Doubt

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


CHECK ELECT: Section 341(a) Meeting Scheduled for February 12
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Check
Elect Inc. and its debtor-affiliates' creditors on Feb. 12, 2008,
9:00 a.m., at the U.S. Trustee's Office, Room 2610, 725 South
Figueroa Street, in Los Angeles, California.

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

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

Based in San Francisco, California, Check Elect, Inc. and its
affiliates -- http://www.paybytouch.com/-- are engaged in
biometric authentication for loyalty and payments.  The Debtor and
nine of its affiliates filed for Chapter 11 protection on Dec. 14,
2007 (Bankr. C.D. Calif. Lead Case No. 07-21768).  James O.
Johnston, Esq., at Hennigan, Bennett, & Dorman, LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed assets of
$1 million to $100 million and debts of $100 million to
$500 million.


CHESAPEAKE ENERGY: Fitch Attaches 'BB' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings considered Chesapeake Energy Corporation's recent
sale of proved reserves via a volumetric production payment for
$1.1 billion as debt equivalent.  In the transaction, Chesapeake
sold scheduled quantities of natural gas from interest in over
4,000 producing wells for a 15-year period.   The transaction,
which closed on Dec. 31, 2007, includes approximately 210 bcfe of
proved reserves and 55 mmcfe per day of current net production.
Chesapeake retains the obligation to deliver the scheduled
quantities of gas which includes responsibility for all production
costs and production taxes over the 15-year period.  Chesapeake
has also retained the drilling rights on the properties below
currently producing intervals and outside of existing producing
wellbores.

Chesapeake's asset monetization is consistent with the revised
financial plan the company announced during the second half of
2007.  This plan also includes future asset monetizations in 2008
and 2009 for proceeds of at least $2 billion utilizing the VPP
structure.  Under the company's previous financial strategy,
management had attempted to fund cash flow shortfalls (i.e. for
growth capital) via a balanced strategy of approximately 50/50
debt and equity.

The revised financial plan deviates from this balanced funding
strategy and is expected to result in a much higher percentage of
growth capital being funded with debt.  As a result, debt levels,
as measured by debt/boe of proven reserves, could increase from
current levels which are already considered high for the existing
ratings.  Near-term, the proceeds received from the transaction
are expected to be used to reduce revolver borrowings and
therefore the transaction is expected to have only minor impacts
on the company's credit metrics.  Longer-term, the proceeds and
the increased borrowing capacity are expected to support higher
levels of capital expenditures and could therefore result in
further deterioration of credit metrics.

Future rating action will be determined based on the company's
success in growing both reserve and production levels combined
with the revised financial strategy which includes a larger
component of debt financing.  Additional factors that will be
considered include the company's hedging strategy, capital
expenditure levels and the resulting levels of free cash flows.

                Fitch rates Chesapeake's debts

  -- Issuer Default Rating at 'BB';

  -- Senior unsecured debt at 'BB';

  -- Senior secured revolving credit facility and hedge
     facilities at 'BBB-';

  -- Convertible preferred stock at 'B+'.

The Rating Outlook is Negative.

Chesapeake is an Oklahoma City-based company focused on the
exploration, production and development of natural gas.  The
company's proved reserves remain predominantly natural gas and are
based 100% in North America.  Chesapeake's operations are
concentrated primarily in the Mid-Continent, South Texas, the
Permian Basin, and the Appalachia Basin.  The company's reserve
growth in recent years reflects the company's aggressive
acquisition strategy and consistent success through the drill-bit.


CLEAR CHANNEL: TV Unit President and CEO Donald D. Perry Resigns
----------------------------------------------------------------
Clear Channel Communications disclosed that Donald D. Perry,
president and chief executive officer of Clear Channel Television,
will depart the company to pursue the next phase of his broadcast
career.  Craig Millar, senior vice president, Southern Region will
assume Perry's duties on an interim basis until a new president
and chief executive officer is named.

"Don has made significant contributions to Clear Channel, to CCTV,
and to the television industry during his long tenure with our
company," Mark Mays, president and CEO of Clear Channel
Communications, said.  "He's a seasoned executive and we
anticipate that his high standards and professionalism will ensure
continued industry contributions. We sincerely thank him and wish
him well in his future endeavors."

Perry was named to his position in January 2006, and had served as
executive vice president and chief operating officer of the
division since 2005.  He has also served as vice president and
general manager of WOAI-TV since 1996, and as Southwest regional
vice president of Clear Channel Television since 2002.

              About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a 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. Outside
U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
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.


CONSOLIDATED COMMS: Releases NPSI Shareholders Final Votes
----------------------------------------------------------
Consolidated Communications Holdings Inc. disclosed the final
results of the North Pittsburgh Systems Inc. shareholder election
associated with the merger completion announced on Dec. 31, 2007.

The merger agreement provided that North Pittsburgh shareholders
could elect to receive either $25.00 in cash, without interest, or
1.1061947 shares of Consolidated common stock for each share of
North Pittsburgh common stock, subject to proration so that 80% of
the North Pittsburgh shares are exchanged for cash and 20% are
exchanged for stock.  Of the 15,005,000 shares of North Pittsburgh
common stock outstanding immediately prior to closing the merger:

   -- 12,398,398 shares, or approximately 82.6%, elected to
      receive cash;

   -- 1,349,601 shares, or approximately 9.0%, elected to receive
      stock;

   -- 1,257,001 shares, or approximately 8.4%, did not make an
      effective election.

As a result, North Pittsburgh shares as to which a stock election
was made will receive Consolidated common stock; North Pittsburgh
shares as to which a cash election was made will receive cash for
approximately 96.82% of those shares and Consolidated common stock
for the remainder; and shares with respect to which no effective
election was made will receive Consolidated common stock.
Consolidated will not issue any fractional shares of stock and,
instead, each North Pittsburgh shareholder immediately prior to
the merger who would otherwise be entitled to a fractional share
of Consolidated common stock (based on the total stock
consideration into which the holder's North Pittsburgh shares have
been converted in the merger) will receive an amount in cash equal
to $18.53 multiplied by the fractional share interest to which the
shareholder would otherwise be entitled.

                About Consolidated Communications

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

                          *     *     *

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

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


DC PROPERTIES: Non-Filing of Reports Prompts Court to Dismiss Case
------------------------------------------------------------------
At the behest of the U.S. Trustee for Region 4, the U.S.
Bankruptcy Court for the Southern District of West Virginia
dismissed DC Properties LLC's Chapter 11 case after the Debtor
failed to file reports and pay fees.

As reported on the Troubled Company Reporter on Oct. 6, 2006,
the U.S. Trustee asked the Court to convert the Debtor's chapter
11 case into one under Chapter 7 of the Bankruptcy Code due to the
Debtor's failure to file operating reports for the months of June,
July and August 2006.

The Court denied the U.S. Trustee's motion in a November 2006
order, and instead directed the Debtor to file operating reports.

Subsequently, the U.S. Trustee asked the Court to dismiss the
Debtor's case for failure to:

   -- file documents particularly report of sale and
      operating report; and

   -- pay fees with certificate of service.

Headquartered in Huntington, West Virginia, DC Properties, LLC
filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.
W.Va. Case No. 05-26014).  Joseph W. Caldwell, Esq., at Caldwell &
Riffee, and Marshall C. Spradling, Esq., represented the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed assets between $1 million and
$10 million and debts between $10 million and $50 million.


DELPHI CORP: Seeks Provisional Allowance of Unreconciled Claims
---------------------------------------------------------------
Delphi Corp. and its debtor-affiliates seek the provisional
allowance or estimation of 1,817 claims solely for purposes of
distributing the Discount Rights provided for the in First Amended
Plan of Reorganization.  The estimated allowed amounts for the
claims aggregate $414,716,298, but majority of the claims are
estimated at $0.

The Plan provides that each holder of an Allowed General Unsecured
Claim will receive:

   (i) the number of shares of New Common Stock equal to 77.3% of
       the Face Amount of the Allowed Claim and

  (ii) the entitlement to participate in the Discount Rights
       Offering.

Discount Rights are to be distributed on a pro rata basis to
holders of allowed claims in Class C - General Unsecured Claims
under the Plan.  The Plan provides in pertinent part that "[i]f
a Claim of a Discount Rights Offering Eligible Holder is not
Allowed or otherwise reconciled by the Debtors by the date of
commencement of the Confirmation Hearing, such Claim shall be
temporarily allowed, solely for purposes of participation in the
Discount Rights Offering, in the amount so estimated by the
Bankruptcy Court or agreed to by the holder of the claim and the
Debtors."

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that to make a pro rata
distribution of the Discount Rights, it is necessary to estimate
or temporarily allow any claims that have not been allowed,
disallowed, or reconciled prior to the commencement of the
Discount Rights Offering.

Although the vast majority of claims against the Debtors have
been allowed or reconciled, there remain a number of Unreconciled
Claims that will need to be estimated or provisionally allowed
for purposes of making the appropriate calculations for a pro
rata distribution of the Discount Rights, Mr. Butler tells the
Court.

A list of the Unreconciled Claims, and their estimated allowed
amounts is available for free at:

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

The list includes certain holders of Supplemental Executive
Retirement Program claims for which the holder has not yet filed
a proof of claim, but for whom the Debtors will schedule an
actuarially determined SERP claim prior to the confirmation
hearing so that these claimants are able to participate in the
Discount Rights Offering.

In particular, several claims that were filed as secured claims
or claims with other priority status, but which the Debtors
assert should be reclassified as general unsecured claims, are
included on the list in the amount of $0 because as currently
classified they are not entitled to participate in the Discount
Rights Offering under the Plan, Mr. Butler explains.

The Debtors note that, to the extent that the Claimants will
receive contract cure payments in cash, and those amounts are
reconciled prior to the commencement of the Discount Rights
Offering, the amount at which the claimants are entitled to
participate in the Discount Rights Offering will be
correspondingly reduced.

The Debtors also propose that, should the provisional allowance
or estimation results in a particular claimant's receiving more
Discount Rights than the claimant should have received based on
the ultimate allowed amount of the claim and those rights are
transferred or exercised, then, in the Reorganized Debtors' sole
discretion, (a) an amount of New Common Stock equivalent to the
value of the Excess Discount Rights will be withheld from the
ultimate distribution to such claimant or (b) the claimant will
be required to remit payment to the Reorganized Debtors in an
amount equal to the value of the Excess Discount Rights.

The Debtors, in this request, do not seek estimation or temporary
allowance of certain claims which, while filed as general
unsecured claims, will not be entitled to distributions as
general unsecured claims.  These claims include Flow-Through
Claims, which are not impaired under the Plan, and certain other
unsecured claims that will be expunged or otherwise resolved on
or shortly after the Effective Date of the Plan, or that have
been or will be satisfied pursuant to other orders of the Court.

Headquartered in Troy, Michigan, Delphi Corporation (OTC: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that
Plan.  (Delphi Bankruptcy News, Issue No. 104; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELPHI CORP: UAW Objects to Management Compensation Plan
--------------------------------------------------------
The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America objects to confirmation
of Delphi Corp. and its debtor-affiliates' Joint Plan of
Reorganization solely based on the Management Compensation Plan,
which was made part of the Plan.

The UAW reserves its right, after taking discovery, to amend,
change or add to the assertions set forth herein, to reflect
facts and evidence discovered.

The proposed MCP includes, among other things, cash and equity
emergence awards to be issued on the Plan's effective date, as
well as other compensation to be paid to executives after the
Effective Date, including a long-term incentive plan that
purports to reserve 8% of Reorganized Delphi's fully diluted new
common stock for annual grants to executives covered by the MCP.

Peter D. DeChiara, Esq., at Cohen, Weiss and Simon LLP, in New
York, avers that among other possible grounds that the UAW may
assert for its objection after taking discovery, the UAW objects
on the ground that Plan, to the extent it contains the
MCP, fails to satisfy Section 1129(a)(3) of the Bankruptcy Code.

Section 1129(a)(3) provides that a court shall only confirm a
plan if it "has been proposed in good faith and not by any means
forbidden by law."

Mr. DeChiara argues that the MCP is not reasonable and is not
fundamentally fair to the UAW-represented employees who made
enormous sacrifices for the Debtors' reorganization.  In
particular, the MCP, he says, violates the "Equivalence of
Sacrifice" provision of the UAW-Delphi-GM Memorandum of
Understanding, which the Court approved on July 19, 2007.

The UAW finds the MCP in its entirety objectionable, in that the
total compensation that it will provide to the executives covered
by it will make it impossible to conclude that the Plan is
fundamentally fair to the UAW-represented employees or that the
executives have sacrificed in a manner equivalent to the UAW-
represented employees.

UAW intends to focus on these provisions on the MCP -- Short-Term
Incentive Plan, the Long-Term Incentive Plan and the Chapter 11
Effective Date Executive Payments.  These specific provisions
will make the executives covered by it whole or substantially
whole for any compensation they did not receive because of the
Debtors' Chapter 11 filing, Mr. DeChiara relates.  He notes that
the UAW-represented employees, by contrast, have not been and
will not be made whole, but have sacrificed tremendously for the
Debtors' reorganization.

Mr. DeChiara adds that the incentives and payments under the
MCP will leave some or all of the executives above market levels
regarding some or all of their compensation.  "To the extent
some or all of the executives are above market levels as a result
of the MCP, the POR is unfair and violates the equivalence-of-
sacrifice requirement."

UAW filed the Amended Objection to heed to certain demands by the
Debtors.  At a meet-and-confer held on Dec. 19, 2007, the Debtors
told UAW that they would not agree to the discovery requested by
the union, unless it (i) amended its preliminary objection to
reflect that it was an objection to confirmation of the Plan; and
(ii) add allegations on the specific provisions of the MCP to
which the UAW was objecting.

Headquartered in Troy, Michigan, Delphi Corporation (OTC: DPHIQ)
-- http://www.delphi.com/-- is the single supplier of vehicle
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
March 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that
Plan.  (Delphi Bankruptcy News, Issue No. 104; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


COMBIMATRIX CORP: Posts $3.4 Million Net Loss in Third Quarter
--------------------------------------------------------------
CombiMatrix Corp. reported a net loss of $3.4 million for the
third quarter ended Sept. 30, 2007, versus a net loss of
$4.3 million in the comparable 2006 period.  These results
included non-cash gains of $290,000 and $913,000, respectively,
related to the adjustment of the company's long-term warrant
liability to fair value.  Excluding the effects of the warrant
liability adjustments, the third quarter net loss improved by
$1.5 million, or 29% as compared to the net loss for the
comparable 2006 period.

Revenues for the third quarter of 2007 were $1.7 million versus
$1.3 million for the second quarter of 2007 and $1.8 million in
the comparable 2006 period.  Third quarter 2007 revenues were
comprised of $627,000 in government contact revenues and
$1.05 million in CustomArrayTM product, equipment and service
revenues, including diagnostic services.  Third quarter 2006
revenues were comprised of $725,000 of government contract
revenues and $1.12 million of CustomArrayTM product, equipment and
service revenues.

"For the third quarter of 2007, we achieved revenues of
$1.7 million which represents a 26% increase over the second
quarter of 2007 and a 9% decrease from the third quarter of 2006.
The decrease relative to 2006 was expected as we made a
significant strategic shift in our commercial focus early in 2007
from selling R&D products to researchers to selling diagnostic
products and services to physicians, patients and reference
laboratories.  The change in strategy enables us to allocate
resources to our diagnostics business, while facilitating reduced
operating costs.

"Consequently, our net cash burn for the third quarter of 2007 was
$2.3 million, which represents a 16% reduction in net cash burn
incurred during the second quarter of 2007 and a 39% reduction in
net cash burn incurred during the third quarter of 2006,"
concluded Dr. Kumar.

Operating expenses for the third quarter of 2007 were $5.6 million
versus $7.2 million in the comparable 2006 period.  Operating
expenses included research and development and marketing, general
and administrative expenses of $1.9 million and $2.2 million,
respectively, versus $2.8 million and $2.7 million, respectively,
in the comparable 2006 period.  Included in these amounts were
non-cash stock compensation charges totaling $1.4 million in the
third quarter of 2007 versus $588,000 in the comparable 2006
period.

Cash, cash equivalents and short-term investments totaled
$10.5 million as of Sept. 30, 2007 compared to $14.3 million as of
Dec. 31, 2006.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$38.4 million in total assets, $2.7 million in total liabilities,
and $35.7 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?26cc

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in Seattle, expressed substantial
doubt about CombiMatrix Corporation's ability to continue as a
going concern aftr auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  PwC
reported that the company has suffered recurring losses from
operations and management anticipates that the company will
require additional financing in the foreseeable future.

                     About CombiMatrix Corp.

Headquartered in Mukilteo, Washington, CombiMatrix Corp.
(NasdaqGM: CBMX) -- http://www.combimatrix.com/-- is a
diversified biotechnology company that develops and sells
proprietary technologies, products and services in the areas of
drug development, genetic analysis, molecular diagnostics,
nanotechnology research, defense and homeland security, as well as
other potential markets where the company's products and services
could be utilized.


DELTA PETROLEUM: Tracinda Deal Cues S&P's Positive CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B-' corporate credit rating, on oil and gas exploration and
production company Delta Petroleum Corp. on CreditWatch with
positive implications.

"The rating action reflects the significant improvement expected
to the company's liquidity and financial profile following the
announcement that Kirk Kerkorian's Tracinda Corp. has reached an
agreement with Delta to purchase 36 million common shares," said
Standard & Poor's credit analyst Paul B. Harvey.

The purchase will represent roughly 35% of Delta's fully diluted
common stock, for total proceeds to Delta of $684 million.

At this time, Standard & Poor's views Tracinda's investment and
resulting liquidity as a meaningful benefit to Delta's credit
quality.  The company will now have very strong liquidity in order
to expand its drilling and infrastructure spending, particularly
in the Piceance and Paradox basins, which should benefit the
company's financial metrics if successful.  Also, the significant
liquidity injection reduces the company's near-term liquidity
concerns and improves its ability to meet its obligations in the
short term.

Still, Tracinda will have the ability to nominate one-third of
Delta's board members, giving it a measure of control over
financial policy.  As a result, Delta could take a more aggressive
approach to shareholder returns if Tracinda wishes to accelerate
its return on investment.

Standard & Poor's will review the ratings on Delta following the
close of the transaction, which is expected in February and
subject to shareholder approval.


DOV PHARMA: Posts $3.8 Million Net Loss in Third Quarter
--------------------------------------------------------
DOV Pharmaceutical Inc. reported a net loss of $3.8 million on
revenue of $229,705 for the third quarter ended Sept. 30, 2007, as
compared with a net loss of $17.5 million on revenue of
$1.1 million for the comparable period in 2006.

Revenue for the three months ended Sept. 30, 2007, is primarily
comprised of the reimbursement of certain costs incurred by the
company for services provided to XTL.

Revenue for the three months ended Sept. 30, 2006, consisted of
$1.1 million of amortization of the $35.0 million fee the company
received on the signing of the license, research and development
agreement for its collaboration with Merck over the estimated
research and development period.

In December 2006, the license agreement with XTL
Biopharmaceuticals Ltd. for the licensing of bicifadine on
Jan. 15, 2007, was terminated.  Thus the remaining deferred
revenue was recognized during the fourth quarter of 2006 upon such
termination and thus no additional revenue was recorded in the
three months ended Sept. 30, 2007.

Research and development expense decreased $5.8 million to
$2.5 million for the third quarter of 2007 from $8.3 million for
the comparable period in 2006.

General and administrative expense decreased $1.3 million to
$1.7 million for the third quarter of 2007 from $3.0 million for
the comparable period in 2006.

The company had $-0- interest expense in the three months ended
Sept. 30, 2007, compared to $2.4 million in the corresponding
period in 2006, primarily due to the completion of the Exchange
Offer and the exchange transactions in the third quarter of 2006
which reduced the aggregate bonds outstanding from $80 million in
original principal amount to $-0- million in original principal
amount.

On July 26, 2006, the company exchanged an aggregate of 3,445,000
shares of its common stock for an aggregate of $10.0 million in
original principal amount of the then outstanding convertible
debentures.  As a result of the exchange, the company recorded a
$5.6 million non-cash charge related to the fair value of the
additional shares issued to induce the exchange.  There was no
such expense in 2007.

                       Nine Month Results

For the nine months ended Sept. 30, 2007, the company reported a
net loss of $6.3 million on revenue of $8.5 million, compared with
a net loss of $58.4 million on revenue of $3.7 million for the
comparable period in 2006.

At Sept. 30, 2007, cash and cash equivalents and marketable
securities totaled $10.6 million.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$17.0 million in total assets, $4.5 million in total liabilities,
$6.3 million in Series D convertible preferred stock, and
$6.2 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?26c0

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 5, 2007,
PricewaterhouseCoopers LLP in Florham Park, N.J., expressed
substantial doubt about DOV Pharmaceutical Inc.'s ability to
continue as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.

                    About DOV Pharmaceutical

Based in Somerset, N.J., DOV Pharmaceutical Inc. (Other OTC:
DOVP.PK) -- http://www.dovpharm.com/-- is a biopharmaceutical
company focused on the discovery, acquisition and development of
novel drug candidates for central nervous system disorders.  The
company's product candidates address some of the largest
pharmaceutical markets in the world including depression, pain and
insomnia.


DUNMORE HOMES: Gets Final OK to Hire A&M CF as Financial Advisor
----------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York has authorized Dunmore Homes Inc.,
on a final basis, to employ A&M CF as its financial advisor, nunc
pro tunc to Nov. 8, 2007.

A&M CF has disclosed that the A&M CF Engagement Letter contains a
provision that provides Alvarez & Marsal Securities LLC with a
"tail" under certain circumstances -- the Prepetition Tail Claim
-- and that although the "tail" provision creates a prepetition
contingent unliquidated unsecured claim against the Debtor's
estate if A&M-CF's engagement is not approved effective as of the
bankruptcy filing date, if A&M-CF is retained, the prepetition
claim will be deemed waived.

A&M CF will be compensated in accordance with the procedures set
forth in Sections 330 and 331 of the Bankruptcy Code, the
Bankruptcy Rules, the Local Bankruptcy Rules; provided that fee
applications filed by A&M will be subject to review only pursuant
to the standards set forth in Section 328(a) of the Bankruptcy
Code.  The Official Committee of Unsecured Creditors retains the
right to object, pursuant to Section 330, to any Transaction Fee
sought by A&M-CF in connection with a Restructuring Transaction,
Financing Transaction or Sale Transaction that does not result in
the waiver or release of claims against the Debtor.

The Prepetition Tail Claim is waived and released, the Court
ruled.

The U.S. Trustee retains all rights to object to A&M CF's interim
and final fee applications.

                        Committee Objects

The Creditors Committee urge Judge Glenn to defer ruling on the
employment application of Alvarez & Marsal Securities LLC until it
has decided on the Venue Transfer Motion.  The outcome of the
Court's ruling may significantly impact the administration of the
case, the Committee averred.

Should the Court decide to proceed, the Committee asked the Court
to:

   -- find that the estate should not pay for services rendered
      in connection with the wind down of non-debtor subsidiaries
      and a potential $2,600,000 transaction fee, which is a part
      of the restructuring of the Debtor's business;

   -- require the Debtor to submit an amended application that:

        (a) approximates the time A&M CF expects to spend on each
            of the services described in the Application as those
            services apply only to the Debtor;

        (b) clearly states that the existing DIP loan fees are
            not subject to a Financing Transaction Fee; and

        (c) affirmatively states that all fees of A&M will be
            subject to Section 330 of the Bankruptcy Code,
            thereby requiring all A&M professionals to keep
            careful time records to justify the reasonableness of
            any fees.

The Committee said that it does not oppose the retention of A&M CF
as the Debtor's financial advisor and investment banker nor does
it generally believe that A&M is unqualified to serve as financial
advisor and investment banker.  Rather, the Committee sought to
ensure greater transparency for the Court and all parties-in-
interest.

Karen Ostad, Esq., at Morrison & Foerster LLP, in New York,
asserted that the proposed fee structures are unfair, particularly
given the wind-down nature of the Debtor's case.  The Committee
reminded the Court that the Debtor has non-debtor subsidiaries
whose affairs are intertwined with the Debtor's own affairs.  Ms.
Ostad pointed out that the Fee Structures fail to describe whether
and how A&M plans on segregating services provided to the Debtor
from services provided to the Non-debtor Subsidiaries.

                         Debtor Replies

Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl & Jones LLP,
in New York, maintained that A&M-CF is entitled to a transaction
fee only upon a successful transaction.  No Transaction Fee is
payable in connection with the DIP Loan.

"Any transaction entitling A&M-CF to a Transaction Fee will
benefit the Debtor's estate because it will result in the release
of co-borrowing or guarantee claims against the Debtor to the
benefit of its creditors," Ms. Grassgreen contended.

Ms. Grassgreen clarified that if A&M-CF is entitled to a
Transaction Fee, it will first seek payment of the fee from the
non-debtor subsidiaries.  To the extent it does not receive
payment from the subsidiaries, A&M-CF will seek payment from the
Debtor.  In this regard, the Debtor suggested that A&M-CF's
Transaction Fee be approved pursuant to Section 328(a) of the
Bankruptcy Code, provided that the Committee will have the
opportunity to review the Transaction Fees solely with respect to
the issue regarding whether, and to what extent, a benefit was
provided to the Debtor's estate.

As reported in the Troubled Company Reporter on Dec. 6, 2007, the
Bankruptcy Court authorized the Debtor, on an interim basis,
to employ Alvarez & Marsal Securities LLC as its financial
advisor and investment banker effective as of Nov. 8, 2007.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Dunmore Homes Inc. told the Court that A&M Securities will provide
investment banking services with respect to any potential
restructuring transaction, financing and sale transaction.

Specifically, A&M Securities' services includes:

   a) with respect to any financial advisory services, the firm
      will:

       i) review the Debtor's business, business plan and
          strategic and financial position;

      ii) assist with the formulation, evaluation, implementation
          of various options for a restructuring, financing,
          reorganization, merger, or sale the Debtor or its assets
          or business.

   b) with respect to any restructuring transaction, the firm
      will:

       i) provide financial advisory services to the Debtor in
          connection with developing, and seeking approval for any
          restructuring plan;

      ii) provide financial advisory services to the Debtor in
          connection with any structuring of new securities to be
          issued under a restructuring plan;

     iii) assist the Debtor in negotiations with creditors,
          shareholders and other appropriate parties-in-interest;
          and

      iv) participate in hearing before the Bankruptcy Court with
          respect to matters upon which of the firm has provide
          advice;

   c) with respect to any financing transaction, the firm will:

       i) assist in preparing a private placement memorandum with
          any amendments and supplements thereto;

      ii) assist in identifying and contacting prospective
          investors as well as in soliciting indications of
          interest in a financing transaction among prospective
          investors;

     iii) assist in evaluation indications of interest received
          from prospective investors;

      iv) assist in negotiating the financial terms and structure
          of a financing transactional;

       v) provide other financial advisory services and investment
          banking services reasonably necessary to accomplish the
          foregoing and consummate a financing transaction;

   d) with respect to any sale transaction, the firm will:

       i) assist in preparing any offering memorandum for
          distribution and presentation to prospective purchasers,
          if necessary;

      ii) assist in soliciting interest in a transaction among
          prospective purchasers;

     iii) assist in evaluating proposals received from prospective
          purchasers;

      iv) advise the Debtor as to the structure of any sale
          transaction, including the valuation of any non-cash
          consideration;

       v) assist in negotiating the financial terms and structure
          of any sale transaction; and

      vi) provide other financial advisory services and investment
          banking services reasonable necessary to accomplish the
          foregoing and consummate a sale transaction.

Marc Liebman, a managing director of the firm, assured the Court
that the firm does not hold any interest adverse to the Debtor's
estate is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

                       About Dunmore Homes

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008.  (Dunmore Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DUNMORE HOMES: Obtains Final Court Nod to Employ A&M as Consultant
------------------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York has authorized Dunmore Homes Inc.,
on a final basis, to employ A&M North America, as its consultant,
nunc pro tunc to Nov. 8, 2007.

A&M North America will been entitled to receive a flat monthly
fee of $80,000 with respect to the services of Scott Brubaker,
the Court ruled.

The Court directed A&M North America to continue to monitor its
involvement in the Debtor's case and, if necessary and
appropriate under changed circumstances during the course of the
case, make further downward adjustments of its monthly fee.

The U.S. Trustee retains all rights to object to A&M's interim
and final fee applications.

                        Committee Objects

The Official Committee of Unsecured Creditors asked the Bankruptcy
Court to defer ruling on the Alvarez & Marsal North America LLC
Employment Application until it has decided on the Venue Transfer
Motion because the outcome of the Court's ruling may significantly
impact the administration of the case of the Debtor.

Should the Court decide to proceed, the Committee asked the Court
to:

   -- reduce the proposed $100,000 monthly fee with respect to
      the services of Scott Brubaker;

   -- require the Debtor to submit an amended application that:

        (a) approximates the time A&M expects to spend on each of
            the services described in the A&M Application as
            those services apply only to the Debtor;

        (b) affirmatively states that:

              * no services have been rendered or will be
                rendered for the benefit of the Dunmore
                Companies; or

              * to the extent services performed by A&M have been
                rendered on behalf of both the Debtor and the
                Dunmore Companies, only the services which
                will be specifically described in any fee
                application presented on A&M's behalf to the
                Court rendered on behalf of the Debtor are
                chargeable to the estate;

              * provides a thorough description of why the estate
                should, on top of the hourly rates of A&M
                professionals, be required to pay an additional
                non-refundable $100,000 monthly fee for the
                services of Scott Brubaker no matter how little
                time he may spend on the Debtor's affairs; and

              * provides that all fees of A&M will be subject to
                Section 330 of the Bankruptcy Code, thereby
                requiring all A&M professionals to keep careful
                time records to justify the reasonableness of
                any fees.

The Committee complained that the Debtor failed to describe why
Mr. Brubaker's services are special and why it should be treated
differently than A&M services that fall under the hourly A&M fee
structures applicable to all other A&M professionals.  The A&M
Application and Brubaker Affidavit are silent as to why the
estate is being asked to pay a non-refundable fee of $100,000 a
month for the services of only one person whose background and
duties are not described in the A&M Application, Karen Ostad,
Esq., at Morrison & Foerster LLP, in New York, argued.

                         Debtor Replies

To address the Committee's concern, the Debtor submitted
additional information, including the background and expertise of
Mr. Brubaker.

According to Debra I. Grassgreen, Esq., at Pachulski Stang Ziehl
& Jones LLP, in New York, Mr. Brubaker has significant experience
providing financial advisory services to debtors.  Specifically,
he has provided financial advisory and restructuring services to
Spiegel, Hexcel, Primary Health Systems, Trivalley Growers, and
Webvan Group.

"The Application clearly delineates the financial advisory
services to be provided by Mr. Brubaker," Ms. Grassgreen said.

As of the retention of A&M North America by the Debtor, Ms.
Grassgreen reveals that Mr. Brubaker was initially dedicating
between 50 to 60 hours per week.  Leading into November 2007, Mr.
Brubaker's time commitment was reduced to between 40 to 50 hours
per week and although his monthly fee initially was $100,000, in
November, Mr. Brubaker and A&M agreed to reduce the fee to
$80,000 per month.  Mr. Brubaker's hourly rate is $675.

As reported in the Troubled Company Reporter on Nov. 19, 2007, A&M
North America will provide consulting services to the Debtor's
chief executive officer and board of directors in connection with
the firm's efforts to stabilize the Debtor's financial performance
and assist the Debtor in its reorganization effort.

Specifically, the firm will:

   a) assist in evaluation of the Debtor's current business plan
      and in preparation of a revised operating plan and cash flow
      forecast;

   b) assist in identification of cost reduction and cash
      conservation opportunities;

   c) assist in the development of a revised cash management
      process;

   d) assist in financing issues, including assistance in
      preparation of reports and liaison with creditors; and

   e) other activities as may be approved by the Debtor and agreed
      to by the firm.

The firm's professionals and their compensation rates are:

      Designations                Hourly Rate
      ------------                -----------
      Managing Directors          $575 - $700
      Directors                   $400 - $550
      Associates                  $300 - $400
      Analysts                    $250 - $300

Mr. Brubaker assured the Court that the firm does not hold any
interest adverse to the Debtor's estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                       About Dunmore Homes

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008.  (Dunmore Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DURA AUTOMOTIVE: Court Defers DIP Financing Maturity to January 31
------------------------------------------------------------------
At the request of DURA Automotive Systems, Inc., and its debtor-
affiliates, the U.S. Bankruptcy Court for the District of Delaware
extended the maturity date of the Debtors' postpetition secured
revolving and term loan financing facilities until Jan. 31, 2008.

The Debtors told the Court that without extensions of the
maturity dates, previously set Dec. 31, 2007, the Debtors
obligations under the revolving and term-loan facilities become
immediately due and payable, and the DIP Lenders would be
entitled to exercise all remedies available to them.  Absent the
extension, the Debtors would face, among other things,
insufficient working capital to fund ongoing operations.

Beginning in September 2007, the Debtors initiated discussions
with, and solicited exit financing proposals from, a variety of
potential exit lenders.  The Debtors have selected Goldman Sachs
Credit Partners L.P. and Barclays Capital to act as arrangers to
syndicate the exit financing, but as of mid-December 2007, the
arrangers have been unable to secure a full syndication of DURA's
proposed $425 million exit financing, due to tighter credit
conditions.

Marc Kieselstein, P.C., Esq., at Kirkland & Ellis, LLP, in
Chicago, Illinois, recounted that, in December 2007, the Debtors
and their advisors also contacted several potential third-party
lenders, and solicited debtor-in-financing proposals that would
replace the existing DIP Facilities in one form or another.
Though some parties showed interest in providing proposals, none
expressed confidence they could close the transaction within the
time-frame required by the Debtors, said Mr. Kieselstein said.

According to Mr. Kieselstein, the Debtors along with their
advisors determined that six months would be an appropriate
length of for the maturity date extensions of each of the DIP
Facilities, but that, to meet the Debtors' operational financing
needs between February and June 2008, the extensions would
require an increase in the size of the term loan amount under the
DIP Facilities.  For January 2008, however, no term loan increase
is necessary to meet the debtors' operational financing needs.
Accordingly, obtaining maturity date extensions of month for each
of the DIP facilities was the only feasible extensions available
to the Debtors, Mr. Kieselstein told the Court.

Given the short period of time allowed by the one-month
extensions, the Debtors are presently, however, attempting to
negotiate, among other things, follow-on five or six month
maturity date extensions of the each of the DIP facilities and
the term loan increase.  The Debtors will present any request for
further amendments to the DIP Facilities at the Jan. 24, 2008
omnibus hearing.

                   Amendments to DIP Facilities

The significant amendments to the Term Loan Facility are:

   Maturity Date:   January 31, 2008

   Fees:            Status Report filed under seal.

   Canada
   Restructuring:   Transaction authorized subject to pledge of
                    new entity stock in favor of Postpetition
                    Secured Parties, including necessary covenant
                    waivers and authority for Postpetition Agents
                    to release guaranties and liens as necessary.

   Interest:        For Base Rate Loans, Base Rate plus 2.25%
                    per annum.  For LIBOR Loans, at the LIBOR
                    Rate plus 3.25% per annum.  All loans deemed
                    Base Rate Loans after December 31, 2007.

   Immediate
   Default
   Interest:        Default Interest to accrue starting Dec. 31,
                    2007, provided that if the Event of Default
                    occurs after December 31, there will be no
                    additional increase in the interest rate from
                    that provided in the Term Loan DIP Credit
                    Agreement.

   Financial
   Advisor
   Engagement:     Counsel to the Goldman Sachs Credit Partners,
                   L.P., as administrative agent to engage a
                   financial advisor

   Cash Flow
   Forecasts:      Debtors to provide rolling cash flow forecasts
                   for the following 13-week period each week.

   Capital
   Expenditures:   Maximum Consolidated Capital Expenditures for
                   January 2008 to be less than or equal to
                   $9 million.

Amendments of the Revolving DIP Facility are:

   Maturity Date:   January 31, 2008

   Fees:            Status Report filed under seal.

   Canada
   Restructuring:   Transaction authorized subject to pledge of
                    new entity stock in favor of Postpetition
                    Secured Parties, including necessary covenant
                    waivers and authority for Postpetition Agents
                    to release guaranties and liens as necessary.
   Minimum EBITDA
   Covenant:        None for January 2008.

   Immediate
   Default
   Interest:        None.  Default interest to accrue, only when
                    applicable, pursuant to the Postpetition
                    Revolving Credit Agreement.

   New Commitment
   Letter:          On or before January 15, 2008, the Debtors
                    will have procured a commitment from
                    financial institutions reasonably accepted to
                    the Lenders for a new term loan DIP credit
                    facility.

   New Financial
   Covenant:        During the term of the Maturity Date
                    extension, the Borrowers will have to comply
                    with minimum Excess Availability covenant.

   Eligible
   Receivables:     Revised to include "25% in respect of Ford
                    Motor Company including any of its affiliates
                    and subsidiaries, or an Account Debtor whose
                    securities are rated Investment Grade."

   Base Rate Loans: All loans to be deemed Base Rate Loans.

   Use of Funds:    Proceeds of any Credit Extension may not be
                    used to refinance, repay, cash collateralize,
                    back to back, replace, or otherwise support
                    all or any part of the synthetic letters of
                    credit under the Term Loan DIP Agreement or
                    pay any principal amounts due under that
                    agreement other than the amounts mutually
                    agreed.

   Financial
   Advisor
   Engagement:     Counsel to the Administrative Agent to engage
                   a financial advisor.

   Cash Flow
   Forecasts and
   Borrowing Base
   Certificates:   Debtors to provide rolling cash flow forecast
                   for the following 13-week period and Borrowing
                   Base Certificate each week.

Mr. Kieselstein told the Court that the Debtors, in order to
obtain the Maturity Date extensions and effect the Canada
Restructuring, were required to offer "sufficient" consideration
to obtain unanimous lender consent under the DIP Facilities.  The
Debtors, however, redacted the Amendment Fees from the Amended
Credit Agreements filed with the Court.

The Court ruled that all prepetition second priority liens and
replacement liens granted to prepetition second priority lenders
in the Final DIP Order on any assets being released by the
Postpetition Secured Parties in connection with the Canada
Restructuring will be released to the same extent as any liens on
the "Covered Assets" in favor of the Postpetition Secured Parties
are released.

All guarantees in favor of the Prepetition Second Priority
Lenders from any person that has also issued a guaranty in favor
of the Postpetition Secured Parties, which is being terminated in
connection with the Canada Restructuring, will be terminated to
the same extent as the guarantees by the Covered Guarantors in
favor of the Postpetition Secured Parties are terminated.

To the extent that (a) any Covered Assets are not property of a
Debtor or (b) any Covered Guarantor is not a Debtor, the
Prepetition Second Priority Agent will use all efforts to release
their liens on the Covered Assets and terminate the guaranties in
their favor from the Covered Guarantors.

The liens of the Postpetition Secured Parties granted in the
Final DIP Order, the Prepetition Second Priority Liens and the
replacement liens granted to the Prepetition Second Priority
Lenders in the Final DIP Order will each attach to 66% of the
capital stock of the newly formed German partnership to the same
extent and with the same priority as provided for in the Final
DIP Order.  All of those liens will be deemed perfected, valid,
binding, and enforceable by the Postpetition Secured Parties and
the Prepetition Second Priority Lenders and subject to the
priorities provided for in the Final DIP Order without the need
for any other filing or action, provided that the liens of the
Prepetition Second Priority Lenders will be junior in all
respects to the liens of the Postpetition Secured Parties.

The transfers contemplated in the Canada Restructuring will not
increase the value of assets subject to the liens or claims held
by the Prepetition Second Lien Lenders.

The Court also authorized the Debtors to pay the DIP Lenders
$358,000 to overlook loan covenant violations as a result of the
Debtors' entry into Court-approved agreements with Johnson
Controls Systems, Inc., its affiliates and subsidiaries, and
Bridgewater Interiors LLC.

                     Investor Dies in Plane Crash

In other news, Michael Kline, the chief executive officer of
Pacificor LLC, died in a plane crash on Dec. 23, 2007.
Pacificor has previously agreed to invest up to $160 million in
reorganized DURA by buying shares of new common stock that were
not purchased in an equity rights offering.  The Pacificor
commitment depended on the bankruptcy exit loans that the Debtors
were unable to obtain and will expire on January 31.

                           About DURA

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: Restructuring of Canadian Subsidiaries Approved
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware also
authorized Dura Automotive Systems Inc. and its debtor-affiliates
to implement corporate restructuring of certain of their
subsidiaries located in Canada to obtain certain tax savings.

Mr. Kieselstein told the Honorable Kevin J. Carey that, in order
to realize the tax savings, the Debtors must begin the Canada
Restructuring prior to Dec. 31, 2007.  In order to do so, the
Debtors required certain waivers under the DIP Facilities.

Specifically, the Canada Restructuring involves:

   (1) Transfer of Debtor Dura Automotive Canada ULC's (i) stock
       in Debtor Universal Tool & Stamping and Dura Automotive
       Cables and (ii) $26 million notes receivables from
       Trident to Debtor Dura Operating Corp. as a return of
       capital;

   (2) Migration and re-incorporation of Debtor Dura Ontario,
       Inc., as an Unlimited Liability Company in British
       Columbia;

   (3) Formation of New German Holding Company (NewCo KG);

   (4) Removal of pledges on Canadian shares, assets and the
       $84 million DOC-ULC note, and 65% of Dura Holding Germany
       shares and replacing them with pledge of 65% of NewCo KG
       shares;

   (5) Contribution of Dura Operating of its shares in DOC-ULC
       and the $84 million Note to NewCo KG; and

   (6) Transfer of Dura Operating's 90% shares in DGH and its
       99.9% interest in Debtor Dura Operating Canada LP to
       NewCo KG.

Mr. Kieselstein says the DIP Amendments do not require specific
approval by the Ontario Superior Court of Justice.  RSM Richter
Inc., which provides the Ontario Court with updates on material
activities in the Debtors' Chapter 11 cases, supports the Canada
Restructuring.

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. 42; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ENCORE ACQUISITION: Unit Agrees to Buy EAC Assets for $250 Mil.
---------------------------------------------------------------
Encore Energy Partners LP has signed a definitive agreement to
acquire oil and natural gas producing properties in the Permian
and Williston Basins from Encore Acquisition Company in exchange
for total consideration of $250 million, subject to customary
closing conditions and adjustments.

The consideration for the acquisition will consist of $125 million
in cash and approximately 6.88 million common units representing
limited partner interests in ENP (based on the trailing 10-day
closing price of $18.156 per common unit from Dec. 26, 2007).  In
order to fund the cash portion of the purchase price, ENP will
borrow under its existing $300 million revolving credit facility.
As a result of the transaction, EAC and its affiliates will own
approximately 21.98 million of ENP's outstanding units, or
approximately 68%.  The transaction will be immediately accretive
to ENP's 2008 distributable cash flow per unit.

"We continue to analyze deals on the market, but this transaction
is an example of our ability to grow ENP through the sale of
properties from EAC to ENP," Jon S. Brumley, Chief Executive
Officer and President, stated.  "This transaction is positive for
both companies.  The MLP is adding another first class set of
properties to its portfolio that are long-life, shallow-declining,
and have low maintenance capital requirements which are just as
accretive three years from now as they are in 2008.  EAC is
excited about increasing its equity position in ENP and at the
same time delevering with the cash proceeds."

The oil and natural gas properties being acquired from EAC have
these characteristics:

   -- Proven reserves of 10.8 million barrels of oil equivalent,
      88% proved developed producing, and 65% oil.

   -- Current production of approximately 1,800 BOE per day, 83%
      operated, and 63% oil.  Approximately 80% of current
      production is located in six fields in the Permian Basin --
      Crockett, Nolley McFarland, Dune, North Cowden, Champmon,
      and Yates.  The remaining production is located in three
      fields in the Williston Basin -- Horse Creek, Charlson
      Madison Unit, and Elk.

   -- Encore's internal engineers have estimated that the proved
      developed producing properties will generate approximately
      $34 million in cash flow (revenues less direct operating
      expenses) in 2008.

   -- An average reserve-to-production ratio of 16 years.

   -- Estimated maintenance capital expenditures of $5 million per
      year.

   -- Expected lease operating expense of approximately $9.70 per
      BOE for 2008.

   -- Production taxes of approximately 8.7% of wellhead revenues
      for 2008.

"We have locked in the high-margin cash flows from this
transaction through our proven hedging strategy of protecting two-
thirds of the downside risk while maintaining two-thirds of the
upside exposure to rising commodity prices," Bob Reeves, Chief
Financial Officer and Senior Vice President, commented.  "He
continued, "It's nice to be hedging into the strength of the oil
markets which allowed us to set the floors and ceilings at higher
oil prices than a few months ago for a lower cost."

The Board of Directors of the Partnership's general partner
approved the transaction based on a recommendation from its
Conflicts Committee, which consists entirely of independent
directors.

Simmons & Company International and Griffis & Associates, LLC
acted as financial advisors to ENP's Conflicts Committee and
delivered a fairness opinion in connection with the transaction.

Lehman Brothers Inc. acted as financial advisor and rendered a
fairness opinion to EAC's Board of Directors in connection with
the transaction.

                   About Encore Energy Partners

With principal executive offices in Fort Worth, Texas, Encore
Energy Partners LP was recently formed by Encore Acquisition
Company to acquire, exploit and develop oil and natural gas
properties and to acquire, own and operate related assets.  Encore
Energy Partners' assets consist primarily of producing and non-
producing oil and natural gas properties in the Elk Basin of
Wyoming and Montana and the Permian Basin of West Texas.

                   About Encore Acquisition

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

                         *     *     *

Moody's Investors Service confirmed Encore Acquisition Co.'s  Ba3
corporate family rating, Ba3 probability of default rating, and B1
senior subordinated note rating in June 2007.  The rating still
holds to date.


ENVISION LAGRANGE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Envision LaGrange, L.L.C.
        60 Walton Place Drive
        Newnan, GA 30263

Bankruptcy Case No.: 08-10012

Chapter 11 Petition Date: January 1, 2008

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: Christopher S. Strickland, Esq.
                  Levine, Block & Strickland, L.L.P.
                  945 East Paces Ferry Road, Suite 2270
                  Atlanta, GA 30326
                  Tel: (404) 231-4567
                  Fax: (404) 231-4618

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


EPICEPT CORP: Sept. 30 Balance Sheet Upside-Down by $9.4 Million
----------------------------------------------------------------
EpiCept Corporation's consolidated balance sheet at Sept. 30,
2007, showed $3.7 million in total assets and $24.3 million in
total liabilities, resulting in a $20.6 million stockholders'
deficit.  This compares with total assets of $18.4 million, total
liabilities of $27.8 million and total stockholders' deficit of
$9.4 million at Dec. 31, 2006.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1.5 million in total current
assets available to pay $16.3 million in total current
liabilities.

The company reported a net loss of $7.7 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$5.5 million for the third quarter of 2006.

During the three months ended Sept. 30, 2007, the company
recognized revenue of approximately $46,000 from the deferred
upfront licensing fees and milestone payments received from Endo,
DURECT and royalties with respect to certain technology.  During
the three months ended Sept. 30, 2006, the company recognized
revenue of approximately $220,000 from the deferred upfront
licensing fees and milestone payments received from Adolor and
Endo.

As of Sept. 30, 2007, EpiCept had cash and cash equivalents of
$748,000.

"During the third quarter we continued our steady advancement
towards the important value-driving milestones that we established
for our company at the beginning of 2007," stated Jack Talley,
president and chief executive officer.  "We were particularly
pleased to have executed on several critical steps required for a
recommendation regarding approvability of Ceplene from the CHMP
and a final decision by the European Commission during the first
half of 2008."

                    Results of Public Offering

On Oct. 10, 2007, EpiCept disclosed the pricing of a public
offering of approximately 4.26 million shares of common stock at
$1.88 per share and five-year warrants to purchase up to
approximately 2.13 million shares of common stock at an exercise
price of $1.88 per share.  EpiCept received approximately
$7.3 million in net proceeds from the offering.  The warrants will
become exercisable beginning six months after the closing.  Shares
outstanding at Sept. 30, 2007, amounted to 37,952,289, and after
the private placement increased to 42,210,758.

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?26cb

                       Going Concern Doubt

Deloitte & Touche LLP, in Parsippany, N.J., expressed substantial
doubt about EpiCept Corporation's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006 and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and stockholders' deficit.

The company has devoted substantially all of its cash resources to
research and development programs and general and administrative
expenses, and to date it has not generated any meaningful revenues
from the sale of products and does not expect to generate any such
revenues before 2008.

                       About EpiCept Corp.

Based in Tarrytown, N.Y., EpiCept Corp. (Nasdaq and OMX Nordic
Exchange: EPCT) -- http://www.epicept.com/-- is a specialty
pharmaceutical company focused on the development of
pharmaceutical products for the treatment of cancer and pain.
EpiCept has a staged portfolio of pharmaceutical product
candidates with several pain therapies in late-stage clinical
trials, and a lead oncology compound for AML with demonstrated
efficacy in a Phase III trial.


FEDERAL-MOGUL: S&P Puts BB- Rating on $2.96 Billion Senior Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.

Standard & Poor's also assigned Federal-Mogul's $540 million
asset-based revolving credit facility due 2013 a 'BB+' rating (two
notches higher than the corporate credit rating) with a recovery
rating of '1', indicating an expectation for very high (90%-100%)
recovery in the event of a payment default.

Standard & Poor's assigned Federal-Mogul's $2.96 billion senior
secured term loan a 'BB-' bank loan rating (the same level as the
corporate credit rating) with a recovery rating of '4', indicating
an expectation for average (30%-50%) recovery.  The term loan
consists of a $1 billion eight-year facility and a $1.96 billion
seven-year facility.  Of the total term loan, $878 million was
drawn at closing and the balance was drawn on Jan. 3, 2008.

"The corporate credit rating reflects Federal-Mogul's weak
business profile and high leverage, but also its adequate
liquidity," said Standard & Poor's credit analyst Nancy Messer.

These ratings are consistent with our report published Nov. 28,
2007, in which S&P detailed the ratings it expected to assign to
Federal-Mogul upon emergence.  Federal-Mogul has about
$3.1 billion of total balance-sheet debt outstanding following
emergence from bankruptcy, with the senior secured term loan fully
drawn and applied toward refinancing other debt incurred as part
of the plan of reorganization.

Downside ratings risk is mitigated by S&P's expectation of
continued modest sales and EBITDA expansion and of positive free
cash flow that could allow for reduced leverage in the near term.
Also limiting downside risk is Standard & Poor's expectation that
the effect of restructuring activities will produce improved
EBITDA margin in 2008-2009.  Federal-Mogul's diverse end-market,
product portfolio, and customer base also provide ratings support.


GAP INC: Names Simon Kneen as Creative Dir. for Banana Republic
---------------------------------------------------------------
Gap Inc. has appointed Simon Kneen as executive vice president of
design and creative director for Banana Republic, effective
January 9.

Simon Kneen is a fashion leader with more than 25 years of
experience in key design roles for apparel brands in the United
States and Europe.

In this role, Mr. Kneen will set the product direction for Banana
Republic apparel and accessories, well as set the overall creative
direction for the brand.

"Simon has a tremendous ability to creatively guide a brand,
experience delivering a consistent aesthetic across all
expressions of the brand, and a proven track record of fostering
strong creative teams," Jack Calhoun, president of Banana
Republic, said.  "After talking with dozens of fantastic
candidates, it's clear that Simon is a great fit for Banana
Republic."

For the past five years, Mr. Kneen served as creative design
director for the Retail Brand Alliance, where he led the creative
vision for such well-known brands as Brooks Brothers and Adrienne
Vittadini.  He was the first to design a fashion collection for
men's and women's at Brooks Brothers, and was part of the
leadership team that helped reposition the brand. While at the
Retail Brand Alliance, he was also responsible for designing the
collections under the Casual Corner label from 2003 until 2005,
prior to the brand's sale.

From 2001 to 2003, Mr. Kneen was creative director for Maska, the
Italian fashion house known for its exclusive couture collection
and fashionable ready-to-wear line.  Prior to that, he was head
designer, Pret-a Porter, for Maison Balmain, based in Paris.  Mr.
Kneen also led his own design firm and produced the Simon Kneen
Collection, a line of suiting, separate, knitwear and accessories
sold through luxury apparel retailers in Italy.

Mr. Kneen, 46, will report to Mr. Calhoun in this new role.

                      About Banana Republic

Banana Republic is a luxury brand, offering quality apparel and
accessories collections for men and women.  The brand offers
essentials and seasonal collections of accessories, shoes,
personal care products and intimate apparel.  From work to casual
occasions, Banana Republic offers covetable, uncomplicated style.

                          About Gap Inc.

Headquartered in San Francisco, California, Gap Inc. (NYSE: GPS) -
- http://www.gapinc.com/-- is an international specialty retailer
offering clothing, accessories and personal care products for men,
women, children and babies under the Gap, Banana Republic, Old
Navy, Forth & Towne and Piperlime brand names.  Gap Inc. operates
more than 3,100 stores in the United States, the United Kingdom,
Canada, France, Ireland and Japan.  In addition, Gap Inc. is
expanding its international presence with franchise agreements for
Gap and Banana Republic in Southeast Asia and the Middle East.

                          *     *     *

Moody's Investor Service placed Gap Inc.'s corporate family,
senior unsecured debt and probability of default ratings at 'Ba1'
in February 2007.  The ratings still hold to date with a stable
outlook.


GIBRALTAR GRANITE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Gibraltar Granite & Marble Corp.
        309 Essex Road
        Tinton Falls, NJ 07753-7707

Bankruptcy Case No.: 08-10104

Type of Business: The Debtor sells brick and stone in wholesale.
                  See http://www.gibraltargranite.com/

Chapter 11 Petition Date: January 3, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Joseph Casello, Esq.
                  Collins, Vella & Casello
                  1451 Highway 34 South, Suite 303
                  Farmingdale, NJ 07727
                  Tel: (732) 751-1766
                  Fax: (732) 751-1866

Estimated Assets:        Less than $50,000

Estimated Debts: $1 Million to $10 Million

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


GREEN AGGREGATES: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Green Aggregates Inc.
        1877 Airport Loop Road
        Kerrville, TX 78028

Bankruptcy Case No.: 07-53439

Type of Business: The Debtor converts wood chips into thick
                  fiber board.

Chapter 11 Petition Date: December 31, 2007

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: William R. Davis, Jr., Esq.
                  Langley & Banack Inc.
                  745 E. Mulberry Avenue, Suite 900
                  San Antonio, TX 78212
                  Tel: (210) 736-6600
                  Fax: (210) 735-6889
                  http://www.langleybanack.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       taxes                 $360,000
Special Procedures Staff
300 E. 8th St., STOP 5022 AUS
Austin, TX 78701

Holt                           lawsuit               $220,000.00
c/o Jones, Allen & Fuquay
8828 Greenville Avenue
Dallas, TX 75243

Small Business Administration  note payable          $190,900
10737 Gateway West #300
El Paso, TX 79935

Dial Lubricants                services              $159,223.14

RAI/CCS                        interest/note         $288,000

Reeder Distributors            services              $85,289

Haynes & Boone, LLP            legal services        $83,121

Powerscreen Texas, Inc.        services              $46,000

Frank Bartel Tire, Inc.        services              $43,191

Comptroller of Public          sales taxes           $43,000
Accountants

Austin Power Company           services              $39,465

Alliance Haulers, Inc.         trade debt            $37,081

Frank Bartel Transportation    services              $31,820
Inc.

Texas Workforce Commission     taxes                 $28,000

Orica U.S.A. Inc.              trade debt            $23,249

GW Van Keppel                  services              $21,422

Andreea Nicolae                lawsuit               $21,382

Wise Appraisal District        taxes                 $21,045

United Healthcare              insurance             $19,972


HARVEY ELECTRONICS: Gets Interim OK to Borrow $1.5 Mil. DIP Fund
----------------------------------------------------------------
The Hon. Allan L. Gropper of the Southern District of New York
gave Harvey Electronics Inc. interim approval to access
$1.5 million in postpetition financing from an undisclosed lender,
The Associated Press reports.

The DIP financing, AP relates, will be used to pay the Debtor's
employees and other operational expenses and to fund its
reorganization.

Judge Gropper is set to convene a final hearing on the DIP
financing on Jan. 25, 2008, AP says.

Harvey, AP notes, filed for bankruptcy when it failed to buy Myer-
Emco Inc., a private retailer and installer in Washington, DC due
to financing problems.

The Debtor said it expects to emerge from bankruptcy in spring, AP
adds.

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

The company filed for chapter 11 protection on Dec. 28, 2007
(Bankr. S.D.N.Y. Case No. 07-14051).  Harold S. Berzow, Esq., at
Ruskin, Moscou, Faltischek PC represents the Debtor in its
restructuring efforts.  When the Debtor filed for bankruptcy, it
listed total assets of $9,930,468 and total debts of $10,368,513.


HYACINTH DANIEL: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hyacinth C. Daniel
        aka Hyacinth Camella Daniel
        7608 Killbarron Drive
        Laurel, MD 20707

Bankruptcy Case No.: 08-10191

Chapter 11 Petition Date: January 3, 2008

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Frank Morris, II, Esq.
                  8201 Corporate Drive, Suite 260
                  Landover, MD 20785
                  Tel: (301) 731-1000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Indy Mack Bank                 1st Trust on real     $646,800
1 National City Parkway        estate
Kalamazoo, MI 49009

Homecoming Financial Service   1st Trust on real     $366,400
P.O. Box 9001719               estate
Louisville, KY 40290

                               2nd Trust on real     $193,200
                               estate

M.&T. Credit Services          Purchase Money        $60,000
P.O. Box 4005                  Security
Buffalo, NY 14240-4005

Ocwen Loan Servicing, L.L.C.   2nd Trust on real     $45,668
                               estate

Sallie Mae                     Student Loan          $43,683

Bank of America                Credit Card Purchases $36,687

Ford Motor Credit              Purchase Money        $30,000
                               Security on vehicle

Capital One Auto Finance       Purchase Money        $20,906
                               Security on vehicle

Suzuki                         Purchase Money        $9,852
                               Security on vehicle

Advance Auto Parts             Credit Card Purchases $3,272

Reyna Capital                  Consumer Debt         $1,127

Home Depot Credit Services     Credit Card Purchases $708

American Express               Credit Card Purchases $646

All Data                       Consumer Debt         $582

A.D.T. Security Services       Consumer Debt         $179

Fortress Emack, L.L.C.         Retail Lease          $0


IMAX CORP: Turns Over Feinstein Theatre to National Amusements
--------------------------------------------------------------
IMAX Corporation has sold the Feinstein IMAX(R) Theatre in
Providence, Rhode Island to National Amusements Inc.  The IMAX
theatre had been owned and operated by IMAX Corporation since it
opened in June, 2000.  Under the terms of the sale, National
Amusements assumed ownership and control of the theatre effective
close of business on Dec. 31, 2007.

"IMAX theatres are becoming an increasingly important component of
today's modern multiplex and nothing underscores this more than
when the world's top exhibitors increase the number of IMAX
screens they operate," IMAX Co-CEOs and Co-chairmen Richard L.
Gelfond and Bradley J. Wechsler, said.  "National Amusements has
been a phenomenal IMAX operator both domestically and
internationally, and we are pleased they are expanding their IMAX
presence in Providence."

National Amusements is an exhibitor that operates IMAX theatres on
three continents - with a total of 9 IMAX theatres in North
America, South America and Europe.  The exhibitor's purchase of
the Feinstein IMAX Theatre in Providence, Rhode Island was made on
the box office year for the IMAX theatre network, which showcased
IMAX releases that included 300, Spider-Man 3, Harry Potter and
the Order of the Phoenix, Transformers, Beowulf and I Am Legend.

IMAX and National Amusements both have marketing partnerships with
Movietickets.com, giving North American consumers greater access
to The IMAX Experience(R).  National Amusements' current IMAX
locations in North America are at City Center 15: Cinema de Lux in
White Plains, New York; Showcase Cinemas Stonybrook in Louisville,
Kentucky; Showcase Cinemas Buckland Hills in Manchester,
Connecticut; Springdale 18: Cinema de Lux in Springdale, Ohio; and
The Bridge: Cinema de Lux in Los Angeles, CA; Showcase Cinemas Ann
Arbor in Ypsilanti, Michigan.

Internationally, the exhibitor's IMAX locations are the IMAX
Theatre at Center Norte in Buenos Aires well as the Coca-Cola IMAX
Kinostar City in St. Petersburg, Russia.

                  About National Amusements Inc.

Based in Dedham, Massachusetts, National Amusements Inc. --
http://www.national-amusements.com/-- is into the motion picture
exhibition industry operating more than 1,500 screens in the U.S.,
U.K., Latin America and Russia.  National Amusements delivers
entertainment experience in theatres around the world under its
Showcase, Multiplex, Cinema de Lux, and KinoStar brands.  It is a
closely held company operating under the third generation of
Redstone family. National Amusements is also an equal partner in
the online ticketing service, MovieTickets.com, and is the parent
company of both Viacom and CBS Corporation.

                      About IMAX Corporation

Based in New York City and Toronto, Canada, IMAX Corporation
(NASDAQ:IMAX) -- http://www.imax.com/-- is an entertainment
technology company, with emphasis on film and digital imaging
technologies including 3D, post-production and digital projection.
IMAX is a fully-integrated, out-of-home entertainment enterprise
with activities ranging from the design, leasing, marketing,
maintenance, and operation of IMAX(R) theatre systems to film
development, production, post-production and distribution of
large-format films.  IMAX also designs and manufactures cameras,
projectors and consistently commits significant funding to ongoing
research and development.  IMAX has locations in Guatemala, India,
Italy, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Standard & Poor's Ratings Services revised its outlook on IMAX
Corp. to stable from positive.  S&P also affirmed the ratings on
the company, including the 'CCC+' corporate credit rating.


INSIGHT COMMS: S&P Withdraws 'CCC+' Rating on $350 Mil. Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'CCC+' rating on
New York City-based Insight Communications Co. Inc.'s
$350 million (accreted value) of 12.25% senior discount notes due
2011.

At the same time, S&P also withdrew the 'B' rating on the
$200 million of 9.75% senior notes due 2009 issued by Insight
Midwest L.P.  These rating actions follow the two companies' SEC
filings that they had redeemed the entire issuance amounts on
these instruments on Dec. 31, 2007.

Insight Communications' 'CCC+' corporate credit rating remains on
CreditWatch with positive implications, and Insight Midwest's 'BB-
' corporate credit rating and Insight Midwest Holdings LLC's 'BB-'
bank loan rating and '2' recovery rating remain on CreditWatch
with negative implications.

These ratings were placed on CreditWatch on April 2, 2007
following Insight Communications' announcement that it reached an
agreement with Comcast Corp. to dissolve their Insight Midwest
L.P. partnership.

"We will resolve the CreditWatch once we complete our review of
the company's final capital structure and operations," said
Standard & Poor's credit analyst Catherine Cosentino.


INSIGHT MIDWEST: S&P Withdraws 'B' Rating on $200 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' rating on the
$200 million of 9.75% senior notes due 2009 issued by Insight
Midwest L.P.

At the same time, S&P also withdrew the 'CCC+' rating on New York
City-based Insight Communications Co. Inc.'s $350 million
(accreted value) of 12.25% senior discount notes due 2011.

These rating actions follow the two companies' SEC filings that
they had redeemed the entire issuance amount on these two
instruments on Dec. 31, 2007.

Insight Communications' 'CCC+' corporate credit rating remains on
CreditWatch with positive implications, and Insight Midwest's 'BB-
' corporate credit rating and the 'BB-' bank loan rating and '2'
recovery rating on Insight Midwest Holdings LLC remain on
CreditWatch with negative implications.

These ratings were placed on CreditWatch on April 2, 2007,
following Insight Communications' announcement that it had reached
an agreement with Comcast Corp. to dissolve their Insight Midwest
L.P. partnership.

"We will resolve the CreditWatch once we complete our review of
the company's final capital structure and operations," said
Standard & Poor's credit analyst Catherine Cosentino.


JEFFREY SHOTKOSKI: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Jeffrey Joseph Shotkoski
        Constance Lynn Shotkoski
        aka Jeff Shotkoski
        aka Connie Shotkoski
        dba Emerald Storage - Sole Prop.
        6209 South Pinehurst Court
        Sioux Falls, SD 57108

Bankruptcy Case No.: 07-40755

Chapter 11 Petition Date: December 28, 2007

Court: South Dakota (Southern (Sioux Falls))

Debtor's Counsel: Clair R. Gerry, Esq. and
                  Laura L. Kulm Ask, Esq.
                  Stuart, Gerry & Schlimgen, Prof LLC
                  P.O. Box 966
                  Sioux Falls, SD 57101-0966
                  Tel: (605) 336-6400
                  Fax: (605) 336-6842
                  http://www.sgsllc.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Chase Bank                                           $23,414
Cardmember Services
P.O Box 15548
Wilmington, DE 19886-5548

Wells Fargo Card Services                            $17,719
P.O. Box 9210
Des Moines, IA 50306

Ensz Bros. Drywall                                   $8,500
27309 Atkins Place
Tea, SD 57064

Chase                                                $8,500

Midwest Excavating Inc.                              $7,500

I-29 Brick & Tile Co.                                $4,200

Consolidated Ready Mix Inc.                          $3,200

Wright Sod & Seed                                    $1,900

B&G Sanitation Inc.                                  $1,200

Frisbee Plumbing & Heating                           $1,000

Waterburyy Heating & Cooling Inc.                      $500


JOHN STEWART: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: John E. Stewart
        Ellen B. Stewart
        2967 Judith Drive
        Bellmore, NY 11710-5310

Bankruptcy Case No.: 07-47121

Chapter 11 Petition Date: December 28, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Gary C Fischoff, Esq.
                  Steinberg, Fineo, Berger & Fischoff
                  40 Crossways Park Drive
                  Woodbury, NY 11797
                  Tel: (516) 747-1136
                  http://www.title11.net/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
GMAC Mortgage                  mortgage; value of    $315,854
P.O. Box 4622                  security: $1,235,000
Waterloo, IA 50704

Option One Mortgage            mortgage; value of    $278,185
Corporation                    security: $1,235,000
Steven J. Baum P.C.
220 Northpointe Parkway,
Suite G
Amherst NY 14228

The CIT Group Commercial                              $78,948
Services
Goldman Horowitz & Cherno LLP
47 Post Avenue
P.O. Box 630
Westbury, NY 11501

AW Ford Direct Loan                                   $38,000

Bank of America/FIA Card                              $35,312
Svcs

American Express                                      $34,579

8025 Jericho Realty Corp.                             $32,000

Bank of America                                       $34,296

Citibank/CCSI                                         $20,443

Chase Bank USA NA                                     $20,394

Franco Sarto/Via Spiga                                $18,600

Donald J Pilner                                       $17,350

Advanta Bank Corp.                                    $15,964

Lacoste                                               $15,092

Jones Apparel Group                                   $14,700

Steven Eplan                                          $14,400

Skechers/Kitson LA/Michele K                          $14,350

Steve Madden                                          $12,000


KELLWOOD COMPANY: Posts $1.1 Million Net Loss in Third Quarter
--------------------------------------------------------------
Kellwood Company reported a net loss of $1.1 million for third
quarter ended Nov. 3, 2007, versus net earnings of $8.1 million
in the third quarter last year.  Included in total net loss for
the third quarter were net earnings from discontinued operations
of $4.9 million.  Total net earnings for the last year third
quarter included earnings from discontinued operations of
$9.6 million.

Net sales from continuing operations totaled $404.1 million, as
compared to $397.0 million in the third quarter last year.  Net
loss from continuing operations was $5.9 million, versus a net
loss of $1.5 million last year.

Included in net loss from continuing operations for the current
quarter were restructuring and other non-recurring charges of
$9.9 million, after tax, associated with the previously disclosed
reorganization of the women's sportswear business, transformation
of the Phat Farm men's business to solely a licensing model and
streamlining of corporate functions.

Net earnings from continuing operations for the third quarter last
year included restructuring and other non-recurring charges of
$12.1 million, after tax, associated with the company's completed
2005 strategic restructuring initiatives.

Operating earnings, defined by the company as gross profit less
selling, general & administrative expense before stock option
expense, amortization and impairment, restructuring and other non-
recurring charges, for the third quarter were $17.4 million
compared to $22.4 million last year.

Net earnings on an ongoing basis (continuing operations excluding
the impairment, restructuring and other non-recurring charges),
were $4.0 million, compared to $10.6 million in the third quarter
last year.  Net interest expense totaled $7.0 million and
reflected lower interest income on cash balances having utilized
$311.9 million for the Hanna Andersson(R), Royal Robbins(R),
Vince(R) and HOLLYWOULD acquisitions.

The third quarter tax rate from ongoing operations was 34.8%
compared to 35.8% last year.  The 2007 third quarter effective tax
rate was lower than the company's expected third quarter tax rate
of 44% due to certain discrete state tax items that benefited
diluted earnings per share by $0.02.  The effective tax rate for
the third quarter of 2007 was also lower than the company's
expected annual effective tax rate of 39% due to discrete items,
which benefit the full year tax rate being recorded in the third
quarter under Financial Accounting Standards Board (FASB)
Interpretation No. 48, Accounting for Uncertainty in Income Taxes
- An Interpretation of FASB Statement No. 109 (FIN 48).

"We are successfully executing on our strategic plan and believe
that the financial targets we set out for the company are real and
achievable," stated Skinner.  "Our third quarter results were on
target with our expectations, driven by the positive performance
of our key initiatives.  During the quarter, we managed our
business well, leading to continued growth in many of our brands
and businesses, such as Vince, Baby Phat, XOXO, My Michelle and
Gerber Childrenswear.

"At the same time, we strategically operated our women's
mainstream business for profitability and cash flow.  In addition,
we advanced the objectives outlined in our women's sportswear
reorganization, including announcing the consolidation of our
Briggs New York and Koret divisions to New York and closure of two
distribution centers."

Gross profit as a percent of net sales rose by approximately 340
basis points to 27.4%, from last year.  This increase was
primarily driven by the acquisitions of Vince, Hanna Andersson and
Royal Robbins, as well as improved performance of the XOXO
juniors' brand.  Both Women's Sportswear and Other Soft Goods
segments achieved a higher gross profit as a percent of net sales
compared to last year.

Selling, general and administrative costs increased to 23.1% of
net sales primarily driven by the lower absorption of corporate
overhead resulting from the Smart Shirts business being classified
in discontinued operations, the acquisitions of Hanna Andersson
and Royal Robbins, the addition of 17 new retail outlet stores
since the third quarter last year as well as lower sales of
mainstream women's sportswear.  Actions to reduce costs resulting
from the women's sportswear reorganization and streamlining of
corporate functions are expected to positively benefit 2008 and
beyond.

Operating earnings as a percent of net sales decreased to 4.3%
from 5.6% last year.

                          Balance Sheet

At Nov. 3, 2007, the company's consolidated balance sheet showed
$1.39 billion in total assets, $832.3 million in total
liabilities, and $562.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 3, 2007, are available for
free at http://researcharchives.com/t/s?26c7

                          About Kellwood

Headquartered in St. Louis, Missouri, Kellwood Company (NYSE: KWD)
-- http://www.kellwood.com/-- markets apparel and consumer soft
goods.  The company specializes in branded as well as private
label products, and markets to all channels of distribution with
product specific to a particular channel.


KELLWOOD CO: Sun Capital's Renewed Offer Expected To Be Higher
--------------------------------------------------------------
Sun Capital Partners Inc.'s renewed plan of a hostile bid for
Kellwood Co. is expected by Wall Street to be higher than the
investment firm's prior offers for the apparel company, Cheryl
Lu-Lien Tan of The Wall Street Journal reports.

Commenting on its recent plan, Sun Capital told WSJ in an
interview that ". . .[its] strong preference is to acquire
Kellwood in a friendly negotiated transaction, but [it is]
prepared to take all necessary steps to protect the value of
[its] existing 9.9% ownership position in Kellwood."

Sun Capital's latest offer, the same as its previous offer,
includes a condition allowing any shareholder to own more than
20 percent of the company, Ritsuko Ando of Reuters News relates,
citing a New York Post report.

Last year, Sun Capital proposed a $21 per share offer for
Kellwood, which was unanimously rejected by Kellwood's board
of directors.

The board then concluded that the unsolicited Sun Capital
proposal significantly undervalued the strength of Kellwood's
expanded portfolio of brands and the company's opportunities
for sales and earnings growth.

Banc of America Securities LLC acted as financial advisor
and McDermott Will & Emery served as legal counsel to
Kellwood in this matter.

                 CtW Calls on Board to Explore Sale

Citing the failure of Kellwood's independent directors to open
a constructive dialogue with Sun Capital regarding its interest
in acquiring Kellwood, the CtW Investment Group has called on
the Kellwood board to immediately name a special committee of
independent directors to explore strategic alternatives, including
a possible sale of the company.

The CtW Investment Group works with pension funds sponsored by
unions affiliated with Change to Win, a federation of unions
representing nearly 6 million members, to enhance long-term
shareholder returns through active ownership.  These funds,
together with public pension funds in which members of CtW unions
participate, are substantial long-term Kellwood shareholders.

                          About Kellwood

Headquartered in St. Louis, Missouri, Kellwood Company (NYSE: KWD)
-- http://www.kellwood.com/-- markets apparel and consumer soft
goods.  The company specializes in branded as well as private
label products, and markets to all channels of distribution with
product specific to a particular channel.


KELLWOOD CO: Inks $80 Million Accelerated Share Repurchase Pact
---------------------------------------------------------------
Kellwood Company has entered into a $80 million accelerated share
repurchase agreement with Bank of America N.A.  The transaction
is consistent with the company's previously announced long-term
financial plans and intended use of proceeds from the anticipated
closing of the Smart Shirts sale as stated on Nov. 6, 2007.

Under the ASR agreement, Kellwood will repurchase $80 million of
outstanding common stock, or approximately 18% of its outstanding
shares based on Kellwood's current stock price.  The final number
of shares to be repurchased under the ASR will be determined at
the conclusion of the transaction, based upon the volume weighted
average share price of the company's common shares during the
term of the ASR.  Bank of America N.A. is expected to purchase
Kellwood common stock in the open market in connection with the
ASR program.  The program is expected to take up to 9 months to
complete.

"The repurchase of shares is an attractive use of our capital,
aligned with our goal of enhancing shareholder value and
consistent with our long-term financial plans and 2008 guidance,"
stated Robert C. Skinner, Jr., chairman, president and chief
executive officer.  "We believe that the accelerated share
repurchase program serves as confirmation of our strong belief in
the future growth prospects of our Company."

Kellwood has repurchased nearly 1.1 million shares of its common
stock for approximately $19.8 million under the company's current
repurchase authorization passed by its Board of Directors in
September 2007.  The Board of Directors has authorized the
investment of up to $90 million of share repurchases, in order
to facilitate the ASR program and other possible future
repurchases and terminated the prior stock repurchase program
announced in September 2007.  The company will have $10 million
of stock repurchase authority after giving effect to the
repurchases under the ASR program.

                          About Kellwood

Headquartered in St. Louis, Missouri, Kellwood Company (NYSE: KWD)
-- http://www.kellwood.com/-- markets apparel and consumer soft
goods.  The company specializes in branded as well as private
label products, and markets to all channels of distribution with
product specific to a particular channel.


KELLWOOD CO: Share Repurchase Cues S&P to Retain Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its long-term
corporate credit rating 'BB-' on women's apparel designer and
marketer Kellwood Co. would remain on CreditWatch with negative
implications following Kellwood's announcement that it has entered
into an $80 million accelerated share repurchase program.  The
funding for this transaction will be
from proceeds from the sale of its Smart Shirts private label
business, which should be closed some time in the first quarter
this year.  This transaction is in line with the company's
previously announced intended use of proceeds from the sale of
Smart Shirts.

The initial CreditWatch listing on Sept. 19, 2007, followed
Kellwood's receipt of an unsolicited bid from Sun Capital
Securities Group LLC to buy the company.  Ratings were
subsequently lowered on Oct. 17, 2007, reflecting weak
underlying business trends and the tougher operating environment
at retail, as well as weakening credit protection measures.
Although Kellwood rejected Sun Capital's bids, the ratings have
remained on CreditWatch as Standard & Poor's continues to monitor
related events as they arise, including any revised offers or
counteroffers.

"When we can determine that Kellwood is no longer actively
involved in a sale process, we will review future financial
policies and operating strategies with management," said Standard
& Poor's credit analyst Susan Ding.  "In the event that there are
no further changes to current financial policy and that operating
performance does not weaken further, we would likely affirm the
ratings at the current levels."


KIMBALL HILL: Delays Annual Report Filing Over Weak Housing Market
------------------------------------------------------------------
Kimball Hill Inc. said in a Securities and Exchange Commission
filing on Dec. 31, 2007, that it is unable to file its annual
report on Form 10-K for the year ended Sept. 30, 2007, by the
prescribed due date without unreasonable effort and expense.

According to the company, market conditions in the U.S.
homebuilding market have continued to weaken since the end of its
fiscal year.  Hence, the company determined it appropriate to
update the inventory-related impairment analyses on which its
financial statements are based.

In addition, the company said its chief financial officer has been
absent on an unexpected medical leave since the beginning of
December.  In his absence, certain incremental responsibilities
have been borne by individuals who have significant roles in the
preparation and review of the company's periodic reports.

The company expects to complete its annual report not later than
Jan. 15, 2008, within the 15-day extension period afforded by Rule
12b-25.

Houston, Texas-headquartered Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- was founded in Chicago in 1969
by David Hill who named the company after his father responsible
for constructing Rolling Meadows.  It is one of the largest
private homebuilders in the U.S. Revenues and about $1.04 billion
and $72 million net loss for the 12 months ended June 30, 2007.


KIMBALL HILL: Impairment Charges Cue a Likely Covenant Violation
----------------------------------------------------------------
Kimball Hill Inc. said in a Securities and Exchange Commission
filing on Dec. 31, 2007, that primarily as a result of the effect
of impairment charges it projects to incur, it believes that will
not be in compliance with one or more of the covenants in its
senior credit facility as of Sept. 30, 2007, including the
covenant requiring the company to maintain a minimum tangible net
worth (as defined in its senior credit facility).

                        Impairment Charges

For the nine months ended June 30, 3007, the company reported a
net loss of $75.1 million, compared with net earnings for the nine
months ended June 30, 2006 of $38.5 million.  Kimball anticipates
that it will record a substantial net loss for its fourth quarter
of 2007, but are unable to provide a reasonable estimate at this
time due to the ongoing impairment analysis on which its financial
statements are based.  Hence, the company anticipates that its
results of operations for the year ended Sept. 30, 2007, will
include substantial impairment charges in addition to the $133.7
million in impairment charges reported in its quarterly report on
Form 10-Q for the nine month period ending June 30, 2007.

The company reported impairment charges of $25.8 million for the
year ended Sept. 30, 2006.

                      Talks with Bank Lenders

The company said it begun discussions with its bank group
regarding amending its senior credit facility.  The bank group has
not provided formal assurance that the company will be able to
amend its senior credit facility upon reasonable terms, or at all.

Nonetheless, there has been no indication that the bank group
intends to accelerate amounts due under the company's facility.
The company added that discussions with its lenders regarding an
amendment are active and ongoing.

                        About Kimball Hill

Houston, Texas-headquartered Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- was founded in Chicago in 1969
by David Hill who named the company after his father responsible
for constructing Rolling Meadows.  It is one of the largest
private homebuilders in the U.S. Revenues and about $1.04 billion
and $72 million net loss for the 12 months ended June 30, 2007.


KIMBALL HILL: S&P Junks Corporate credit Rating
-----------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kimball Hill Inc. to 'CCC+' from 'B' and lowered the
rating on the company's senior subordinated notes to 'CCC-' from
'CCC+'.  At the same time, S&P placed all of the ratings on
CreditWatch with negative implications.  The rating actions affect
$203 million in rated senior subordinated notes.

"The rating actions follow Kimball Hill's announcement that it
will incur substantial impairment charges for its fiscal fourth
quarter, ended Sept. 30, 2007," said Standard & Poor's credit
analyst Lisa Wright.  "These charges will likely result in the
violation of at least one of the covenants governing Kimball
Hill's senior revolving credit facility, as the company's
tangible net worth is now expected to fall below the minimum level
currently required under the facility."  The company also
announced that it will be late filing its 10-K form due to its
chief financial officer's unexpected medical leave.

As a result of the expected covenant violations, Kimball Hill will
have no access to additional borrowings under this
$500 million senior credit facility (which had just over $100
million available at June 30, 2007).  This leaves the company with
a very limited liquidity position given its modest cash on hand
(although potential, moderate levels of planned land sales could
boost cash balances).

Standard & Poor's will continue to monitor Kimball Hill's
negotiations with its bank group, along with the company's
liquidity position and homebuilding market conditions.  S&P will
consider lowering the ratings further if the company is unable to
reach an agreement with its bank group for access to additional
borrowings, or if S&P expects operating results and cash flow to
deteriorate further.


KIWA BIO-TECH: Sept. 30 Balance Sheet Upside-Down by $1.73 Million
------------------------------------------------------------------
Kiwa Bio-Tech Products Group Corp.'s consolidated balance sheet at
Sept. 30, 2007, showed $3.56 million in total assets,
$5.18 million in total liabilities, and $110,278 in minority
interest in a subsidiary, resulting in a $1.73 million total
stockholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.36 million in total current
assets available to pay $2.47 million in total current
liabilities.

The company reported a net loss of $598,521 on net sales of
$2.96 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $636,278 on net sales of $906,068 in the same
period last year.

The increase in net sales primarily reflects the increase in sales
of bio-enhanced feeds.  The company sold over 2,000 tons of fish
feeds in the third quarter of 2007 but only 120 tons in the same
period of 2006.

Costs of sales were $2.7 million and $852,885 for the three months
ended Sept. 30, 2007 and 2006, respectively.

Gross profit was $239,260 for the three months ended Sept. 30,
2007, representing an average profit margin of 8.1%.  Gross profit
was $53,183 for the three months ended Sept. 30, 2006, reflecting
a profit margin of 5.9%.

Total operating expenses increased $31,796 to $650,339 during the
three months ended Sept. 30, 2007, compared to total operating
expenses of $618,543 in the same period of 2006.

Interest expense increased $100,959 to $171,743 for the three
months ended Sept. 30, 2007, as compared to interest expense of
$70,784 for the three months ended Sept. 30, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?26c1

                       Going Concern Doubt

Mao & Company CPAs Inc., in New York, exressed substantial doubt
about Kiwa Bio-Tech Products Group Corp.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the years ended Dec. 31, 2006, and 2005.
The auditing firm pointed to the company's recurring losses from
operations, working capital deficit, and net capital deficiency.

                About Kiwa Bio-Tech Products Group

Headquartered in Claremont, Calif., Kiwa Bio-Tech Products Group
Corporation (OTC BB: KWBT.OB) -- http://www.kiwabiotech.com/--
develops, manufactures, distributes and markets bio-technological
products for agricultural and natural resources and environmental
conservation.

The company has established two subsidiaries in China: (1) Kiwa
Shandong in 2002, a wholly owned subsidiary, and (2) Kiwa Tianjin
in July 2006, of which the company holds 80% equity.


LAS VEGAS SANDS: Gets SGD$5.44 Bil. Financing for Marina Bay Sands
------------------------------------------------------------------
Las Vegas Sands Corp. has entered into a credit agreement which
provides financing of up to SGD $5,442,604,530 for the development
of the Marina Bay Sands in Singapore.  Borrowings under the credit
agreement will bear interest at a spread of 2.25% above the
Singapore Dollar SWAP Offer Rate for a selected maturity of one,
two, three or six months.  The current Singapore Dollar Swap Offer
Rate for a maturity of three months is approximately 2.16%.

Las Vegas Sands Corp. President William Weidner stated, "We are
pleased to have completed this important financing for our Marina
Bay Sands development.  The completion of this Singapore Dollar-
denominated facility, which is the largest private Singapore
Dollar-denominated financing in Singapore's history, was
accomplished on very favorable terms in a challenging global
credit environment.

"The vote of confidence we have received from the international
financial community, including leading Singapore-based financial
institutions, is a testament both to our track record of
successful Integrated Resort development worldwide and to the
significant economic benefits the Marina Bay Sands, South Asia's
first Integrated Resort, will deliver to the economy and people of
Singapore," continued Weidner.  "Our Marina Bay Sands development
remains on track for a late 2009 opening, and we look forward to
continuing to work closely with the Singapore authorities as we
complete the final design components of this iconic development in
the coming months."

Goldman Sachs, DBS Bank Ltd., UOB Asia Limited, and Oversea-
Chinese Banking Corporation Limited acted as coordinators of the
financing.  The coordinators as well as affiliates of Citigroup,
Lehman Brothers, Merrill Lynch, Sumitomo Mitsui Banking
Corporation, Malayan Banking Berhad, Standard Chartered Bank, The
Royal Bank of Scotland, Calyon, and The Bank of Nova Scotia acted
as Mandated Lead Arrangers. DBS Bank Ltd. is acting as Technical
Bank, Agent and Security Trustee.

                      About Las Vegas Sands

Las Vegas Sands Corp. -- http://www.lasvegassands.com/--
(NYSE: LVS) owns and operates The Venetian Resort-Hotel-Casino and
the Sands Expo and Convention Center in Las Vegas and The Venetian
Macao Resort-Hotel and the Sands Macao in the People's Republic of
China Special Administrative Region of Macao.  The company is
currently constructing three additional integrated resorts: The
Palazzo Resort-Hotel-Casino in Las Vegas; Sands Bethworks(TM) in
Bethlehem, Pennsylvania; and The Marina Bay Sands(TM) in
Singapore.

LVS is also creating the Cotai Strip(TM), a master-planned
development of resort-casino properties in Macao.  Additionally,
the company is working with the Zhuhai Municipal People's
Government of the PRC to master-plan the development of a leisure
resort and convention complex on Hengqin Island in the PRC.

                          *     *     *

Las Vegas Sands Corp. still carries Standard & Poor's Ratings
Services 'BB-' long term foreign and local issuer credit ratings,
which were placed  on April 17, 2007.  Rating outlook is stable.


LEVITT AND SONS: Cascades Committee Wants Estate Assets Insured
---------------------------------------------------------------
The Cascades at Sarasota Transition Committee asks the U.S.
Bankruptcy Court for the Southern District of Florida to compel
Levitt and Sons, LLC and its debtor-affiliates to maintain
insurance on assets of the estate located at the Cascades' housing
development.

The Cascades is in the later stages of construction by one of
Levitt and Sons, LLC's subsidiaries in Manatee County, Florida.
Approximately 82% of the units in the development have been sold,
with the remaining lots owned by the developer.

Turnover of control and operations of the Association of Cascades
at Sarasota is mandated by statute and contract to take place
when 90% of the units have been sold.  The existing owners in the
development have formed a transition committee to begin
negotiations with LAS for a smooth and efficient transfer of
control to the owners.

The transition committee has learned that the clubhouse and other
amenities at Cascades of Sarasota may be uninsured.  The
management company hired by the Debtor to maintain the
development has advised that it is not aware of any insurance
covering the buildings and that there may not have been any
insurance at any time on the property.

David W. Langley, Esq., at David W. Langley, P.A., in Plantation,
Florida, relates that the transition committee has attempted to
verify the information with the Debtors' counsel, but has yet to
receive any confirmation that insurance exists on the property.

The Cascades at Sarasota clubhouse is a $7,000,000 facility and
presently an asset of the bankruptcy estate.  The lack of
insurance coverage places a major asset of the Debtor at risk,
Mr. Langley points out.  Moreover, the clubhouse and other
facilities have been and are being used regularly by the
homeowners and their guests.  The Debtor should be required to
maintain liability insurance on these facilities until the time
the assets are turned over to an owner-controlled homeowners'
association, he adds.

The maintenance of insurance on an asset of LAS is an
administrative expense, which should be bourne by the Debtor, Mr.
Langley asserts.

The current risk to the health, safety and welfare of the
residents of Cascades at Sarasota greatly outweighs any burden on
the Debtors to maintain insurance on the common elements until
turnover to the owners, Mr. Langley says.

           Wachovia Agrees Insurance Should be in Place

Wachovia Bank, National Association, a secured creditor in the
Debtors' Chapter 11 cases, informs the Court that it has a
security interest in the clubhouse and other facilities.

Wachovia does not have information or knowledge regarding
insurance coverage of the Property.  In the abundance of caution,
Wachovia files its response to preserve its right to respond to
the Transition Committee's Motion.  Wachovia agrees insurance
should be in place.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive plan filing period expires on
March 8, 2008.


LEVITT AND SONS: Wants to Employ Watson Realty as Listing Agent
---------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Watson Realty Corporation as its listing agent in
connection with contemplated sales of certain homes.

LAS files its request on a protective basis because it believes
that retention of a listing agent is in the ordinary course of
business for which Court permission is not required.

LAS and Watson Realty have entered into several Exclusive Right
of Sale Listing Agreement, in which the firm is to serve as
exclusive listing agent for the Debtor in connection with the
anticipated sale of certain completed homes.

LAS further seeks the Court's authority to enter into the Listing
Agreements, and for it and the other Debtors to enter into
additional Listing Agreements, whether with Watson Realty or
another listing agent, in the ordinary course of business.

In a separate filing, Wachovia Bank, National Association,
contends that the the Debtors should be required to first obtain
the bank's consent before entering into a Listing Agreement in a
development serving as the bank collateral.

On Wachovia's behalf, Robert N. Gilbert, Esq., at Carlton Fields,
P.A., in West Palm Beach, Florida, states that the Debtors'
indebtedness to Wachovia currently exceeds $100,000,000.
Wachovia has made loans to certain of the Debtors.  He says the
Indebtedness is secured by first priority liens on real and
personal property of the Debtors and on various projects in
Florida, Georgia, and South Carolina.

The Debtors have also filed a motion seeking to abandon the real
property securing the Indebtedness in the event Wachovia and the
Debtors cannot reach mutually acceptable agreement concerning the
terms of postpetition financing requested by the Debtors.

Wachovia is in negotiations with the Debtors concerning the
extension of postpetition financing to the Debtors.  On December
19, the Debtors DIP financing agreement with Wachovia had taken
place, providing for a DIP revolving line of credit in a maximum
principal amount not exceeding $3,500,000.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive plan filing period expires on
March 8, 2008.


LEVITT AND SONS: Wants to Use AmTrust Loan to Build Hartwood Homes
------------------------------------------------------------------
Debtors Levitt and Sons, LLC, and Regency Hills by Levitt and
Sons, LLC, ask the U.S. Bankruptcy Court for the Southern District
of Florida to approve certain procedures for the sale of Hartwood
Reserve, a residential project located in Lake County, Florida.
LAS Regency Hills holds title to that property, consisting of 160
acres and 325 lots.

LAS and LAS Regency Hills also seek to obtain a debtor-in-
possession loan to complete construction of 10 substantially
completed homes in Hartwood Reserve.

Jordi Guso, Esq., at Berger Singerman, P.A., in Miami, Florida,
relates that LAS Regency Hills acquired Hartwood Reserve in July
2004 for $8,000,000.  He notes that Hartwood Reserve has been
substantially sold out, and, as of Sept. 30, 2007, LAS Regency
Hills had sold 311 lots and retained title to only 33 lots,
including 10 homes, which are substantially completed.  The
remaining lots are part of the collateral for a credit facility
with AmTrust Bank.

                   AmTrust Bank Credit Facility

Pursuant to a December 2002 Construction Revolving Loan Agreement
among AmTrust Bank, as lender, LAS Regency Hills, as borrower,
and LAS, as guarantor, AmTrust Bank provided secured revolving
construction loan in the principal amount of up to $8,500,000.

As of Sept. 30, 2007, borrowings under the AmTrust Bank Credit
Facility totaled approximately $1,100,000.

AmTrust Bank asserts first priority liens on, and security
interests in, substantially all of LAS Regency Hills' assets.
The Debtors have no basis that they are aware of to contest the
assertion.

LAS and LAS Regency Hills believe that there is meaningful equity
in Hartwood Reserve, including in the Substantially Completed
Homes, and that promptly resuming sale efforts at Hartwood
Reserve will maximize the recoveries available to these estates.

Mr. Guso tells the Court that LAS and LAS Regency Hills are
unable to obtain financing in the form of unsecured credit
allowable solely as an administrative expense under Section
503(b)(1) of the Bankruptcy Code or solely in exchange for the
grant of a "superpriority" administrative claim status under
Section 364(c)(1).  LAS and LAS Regency Hills are also unable to
obtain secured financing under Section 364(c)(2) or (c)(3)
because they possess no unencumbered assets.  In this regard,
AmTrust Bank agreed to provide LAS and LAS Regency Hills with
secured, postpetition financing.

Mr. Guso asserts that LAS and LAS Regency Hills require
postpetition financing to pay suppliers, employees and other
creditors that are vital to completion of the Substantially
Completed Homes, to resume sale activities and to preserve the
value of Hartwood Reserve.

Given the circumstances in the Debtors' Chapter 11 cases, LAS and
LAS Regency Hills believe that certain DIP credit documents and
related transactions with AmTrust Bank are fair, reasonable and
adequate, and the proposed financing is in the best interest of
their estates.

LAS and LAS Regency Hills and their estates will receive
reasonably equivalent value in the form of financing, a carve-out
for the benefit of their estates, and other rights and benefits
being provided and made available under a DIP Loan Term Sheet,
Mr. Guso says.

               Proposed DIP Loan of Up to $460,000

The DIP Credit Facility provides, among other things, that:

   (a) subject to certain conditions, the amount of the
       postpetition advances will not exceed $460,000, at any
       one time outstanding;

   (b) pursuant to Section 364(c)(1), all borrowings and other
       obligations under the DIP Credit Facility will be
       entitled to superpriority claim status;

   (c) the DIP Credit Facility will be secured, subject and
       subordinate to carve-outs, by first priority liens and
       security interests in all of LAS Regency Hills' property;

   (d) interest on the entire DIP Credit Facility will be paid
       monthly in arrears at the rate of prime plus 5%, which
       interest will be computed on the basis of a 360-day year
       for the actual number of days elapsed;

   (e) the DIP Credit Facility is subject to a DIP Facility Fee
       of $15,446;

   (f) AmTrust Bank will set aside an amount equal to $10,000
       per home to fund the Borrower's Expense Allowance, plus an
       additional set aside to fund the Estate Carve-Out in
       accordance with the Release Price Schedule that has been
       provided to the Official Committee of Unsecured Creditors,
       and has been filed under seal;

   (g) the automatic stay will be vacated and modified to the
       extent necessary to permit AmTrust Bank to exercise upon
       the occurrence of any event of default, all rights and
       remedies provided for in the applicable credit documents;
       provided that notice will be provided before exercising
       any lien enforcement rights or remedies in respect of the
       DIP Collateral;

   (h) in the event LAS Regency Hills fails to close on the sale
       of at least two completed homes within 90 days of the
       closing of the DIP Credit Facility, AmTrust Bank will be
       entitled, without the necessity of further notice or
       hearing, to commence its State Court foreclosure of the
       remaining AmTrust Bank Collateral solely through judgment,
       including the scheduling of a foreclosure sale for a date
       immediately after the scheduled DIP Facility Maturity
       Date, absent the occurrence of some other event of default
       allowing AmTrust Bank to seek earlier and complete relief
       from the automatic stay; and

   (i) the maturity date is 180 days after the funding of the DIP
       Credit Facility.

A full-text copy of the AmTrust DIP Term Sheet is available for
free at http://researcharchives.com/t/s?26c8

A full-text copy of the proposed DIP Loan Agreement, which the
Debtors state is still being negotiated but will be in
substantially the same form, is available for free at:

              http://researcharchives.com/t/s?26c9

                    Proposed Sale Procedures

In connection with the approval and closing of the DIP Facility,
and as a pre-condition of AmTrust Bank's obligation to provide
the financing, the Debtors will seek and obtain Court approval
before the Maturity Date substantially in the manner contemplated
in the Release Price Schedule, which is filed under seal, without
the necessity of having to obtain further Court approval before
each unit constituting a portion of the DIP Lender's collateral
is sold.

Accordingly, LAS Regency Hills seeks, without further notice or
hearing, to sell homes to be completed outside the ordinary
course of business, including approval of the release prices
reflected on the schedule to the DIP Loan Term Sheet.

LAS and LAS Regency Hills also seek the Court's authority to
convey title to completed homes free and clear of all liens,
claims, interests and encumbrances, pursuant to Section 363(f),
with any and all remaining encumbrances to attach solely to the
proceeds of the sales, upon payment of the scheduled release
prices due to AmTrust Bank pursuant to the Release Price
Schedule.

The two Debtors further propose that they be authorized to:

   -- close on sales of completed homes at Hartwood Reserve,
      free and clear of all liens, claims and other encumbrances,
      once construction is finished and all other requirements
      are met; and

   -- honor certain existing prepetition contract obligations to
      homebuyers and others, including payment of commissions
      due to current or former employees under a certain Company
      Sales and Design Incentive Plans, which are due upon home
      closing.

From the proceeds of each sale, LAS Regency Hills intends to (i)
pay closings cost, (ii) deliver the applicable release price to
AmTrust Bank, (iii) set aside the Borrower's Expense Allowance,
the Mechanic's Lien Set Aside, and the Estate Carve-Out, for the
benefit of the estates.

Mr. Guso says the release prices set forth on the Release Price
Schedule are required minimums.  Any increase in net sale
proceeds will increase the release price payable to AmTrust Bank
and the Estate Carve-Out amount based on the approximate
allocations.  Any proposed sale of an AmTrust Unit that does not
result in payment of the minimum release price payable to AmTrust
Bank must be approved by the DIP Lender in writing before
closing.

The release prices for any of the remaining 24 lots encumbered by
AmTrust Bank's mortgage will be the greater of 90% of the actual
sale price or 90% of the appraised value, as determined by an
appraisal satisfactory to the DIP Lender, Mr. Guso further
states.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)

The Debtors' exclusive plan filing period expires on
March 8, 2008.


MACKLOWE PROPERTIES: A $6.4BB Debt Waiting To Be Paid Next Month
----------------------------------------------------------------
Harry B. Macklowe's Macklowe Properties is facing a looming
deadline to pay a $6.4 billion debt, according to Charles V. Bagli
and Terry Pristin of The New York Times.

The report says the debt, which is due in February, funded the
company's purchase of seven other Midtown Manhattan office
buildings a year ago from Equity Office Properties.

The NY Times relates that there is widespread speculation in the
real estate industry that Mr. Macklowe and his family may be
forced to unload some of their properties at a discount to
creditors and could be even be forced to shed much of their
portfolio.

Commenting on Macklowe Properties' debt, Scott A. Singer,
executive vice president of the Singer & Bassuk Organization, told
The NY Times that "[t]o owe more than $5 billion in this
environment is tremendously risky.  There are a very, very limited
number of lenders who can make multibillion-dollar loans now."

Headquartered in New York City, Macklowe Properties is a real
estate investment firm that buys, develops, manages, and leases
commercial office properties and apartment buildings primarily
in Manhattan.  The company was founded in the mid-1960s by
chairman and CEO Harry Macklowe.

The company owns, among others, the General Motors Building, which
it acquired from Conseco Inc. for $1.4 billion.  The building
originally served as a showroom for General Motors cars and later
as the flagship store and showroom FAO Schwartz and the CBS Today
Show.  Its current tenants include Bank of America, Estee Lauder,
the CBS-TV studios and Weil, Gotshal & Manges.


MARINER ENERGY: High Debt Leverage Cues S&P's Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on oil and
gas exploration and production company Mariner Energy Inc. to
negative from stable and affirmed the ratings, including the 'B+'
corporate credit rating, on the company.

"The outlook revision reflects the increased debt leverage
following Mariner's announced acquisition of properties in the
Permian Basin and the Gulf of Mexico shelf," said Standard &
Poor's credit analyst Paul B. Harvey.  "Such an acquisition was
not expected at the time of our upgrade of the company in December
2007."

The transactions, of $123 million and $243 million, respectively,
are expected to be funded with borrowings on Mariner's credit
facility.  As a result of the acquisitions, adjusted debt per
barrel of oil equivalent will climb to nearly $9, which is high
for the current rating.  Standard & Poor's expects Mariner to
repay debt during 2008, supported by improving production cash
flow resulting from the start of production from its Nansen and
Bass Lite developments.

The ratings on Mariner reflect its elevated debt leverage,
aggressive growth and exploration strategy, short reserve life,
and elevated costs relative to our long-term pricing assumptions.
Support for ratings is provided by Mariner's satisfactory
financial performance and expectations for debt repayment and
improving operating results in 2008.


MARK IV:  Completes Acquisition Deal with Sun Capital's Unit
------------------------------------------------------------
Mark IV Industries Inc. has completed its purchase deal with
Sun Capital Partners Inc.'s affiliate.  Terms of the transaction
were not disclosed.

"Mark IV's products are innovative, highly-engineered, and take
advantage of our advanced materials expertise and efficient
manufacturing," William P. Montague, chief executive officer, Mark
IV Industries, stated.  "We are a leading global Tier 1 supplier
with products that are integral to many of the world's most
popular cars, trucks, and SUVs, and we also enjoy leadership
positions in our aftermarket and transportation technologies
businesses."

"We have deep and long-standing customer relationships, a talented
and dedicated group of employees, and now, a new equity sponsor
with substantial operating resources," Mr. Montague continued.
"We look forward to serving our customers' needs and adding more
value to our relationships with them on a global basis."

"Through its leading automotive technologies and impressive
engineering talent in engine systems, Mark IV is well positioned
to assist its OEM and aftermarket customers in meeting ever-
changing market demands," Gary M. Talarico, managing director, Sun
Capital Partners Inc., added.

Sun Capital stated that the transportation technology segment will
lead the market.  Sun Capital and its affiliates look forward to
working with Bill Montague and Mark IV's management team to assist
in further developing its strategic objectives to expand and
improve its core competencies, both organically and over time
through acquisition.

                 About Sun Capital Partners, Inc.

Headquartered in Boca Raton, Florida, Sun Capital Partners
-- http://www.suncappart.com/ -- is a ray of sunshine for
struggling companies.  The private investment firm, which has more
than $10 billion under management, specializes in leveraged
buyouts of companies that are near the tops of their respective
industries; it also acquires minority interests in bankrupt or
underperforming firms.  The company does not specialize in any
particular industry; its portfolio companies include restaurant
chains Bruegger's Bagels and Garden Fresh; hydraulic hose
manufacturer Europower Hydraulics; plumbing fixture maker Eljer;
and retailers ShopKo Stores and Marsh Supermarkets.  The company
has an active interest in some 60 companies; most targeted firms
have $50 million to $500 million in sales.

                About Mark IV Industries, Inc.

Based in Amherst, New York, Mark IV Industries Inc., --
http://www.mark-iv.com/-- aims to hit the mark with engineered
components and systems for the automotive, industrial machinery,
and transportation management markets. The company's automotive
products include aftermarket belts, hoses, and camshaft
components, along with OEM power transmission systems, timing
belts, engine cooling systems, and power steering systems.  Mark
IV's power train division makes diesel and gasoline engines for
industrial, agricultural, and marine uses.  Other products include
information display systems (for buses, aircraft, and railcars)
and traffic management equipment, including electronic toll-
collection systems. European private equity firm BC Partners
controls Mark IV Industries.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2007,
Moody's Investors Service lowered the ratings of Mark IV
Industries, Inc. Corporate Family, to B3 from B2; senior secured
first lien facilities to B2 from Ba3, and the senior secured
second lien term loan, to Caa2 from B3.  The ratings remain under
review for possible downgrade.


MCKINLEY FUNDING: Moody's Junks Rating on $38 Mil. Notes from Aa2
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of four classes of
notes and the Preference Shares issued by McKinley Funding III,
Ltd. and left on review for possible further downgrade ratings of
two of these classes of notes.  The notes affected by this rating
action are:

Class Description: $205,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2046

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

Class Description: $38,000,000 Class B-l Senior Secured Floating
Rate Notes due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $15,000,000 Class B-2 Senior Secured Floating
Rate Notes due 2046

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

Class Description: $7,000,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2046

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

Class Description: 18,000 Preference Shares ($18,000,000 Aggregate
Liquidation Preference)

  -- 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 on
Dec. 10, 2007, as reported by the Trustee, of an event of default
caused by a failure of the Class A Overcollateralization Ratio to
equal or exceed 100%, as required under Section 5.01(i) of the
Indenture dated Nov. 30, 2006.

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

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

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

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


MEDISTEM LABS: Posts $380,417 Net Loss in Third Quarter
-------------------------------------------------------
Medistem Laboratories Inc. reported a net loss of $380,417 for the
third quarter of 2007, compared to a net loss of $682,194 in the
corresponding period of 2006.  Revenues were $648,052 for the
third quarter of 2007 as compared to $105,000 for the third
quarter of 2007.

The decrease in net loss was primarily due to increased revenues
and decreased stock based compensation, partially offset by an
increase in costs associated with the operations of the company's
consolidated licensee as well as the loss on settlement with a
former vendor to settle disputes related to performance under an
existing contract dated December 2005, and expenses associated
with the acquisition and development of intellectual property
surrounding the use of a specified source of stem cells.

Steve Rivers, chief financial officer, stated, "The growth in our
licensing revenues is reflective of the investments in our
business infrastructure made during the second quarter of 2007.
As we approach positive operating cash flows, continued growth
will help us to finance the development of our pipeline candidates
and proprietary stem cell type."

At Sept. 30, 2007, the company's consolidated balance showed
$1.2 million in total assets, $215,404 in total liabilities, and
$1.0 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?26c3

                       Going Concern Doubt

Malone & Bailey P.C., in Houston, expressed substantial doubt
about Medistem Laboratories Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the year ended Dec. 31, 2006.  The auditing firm
reported that the company has had limited operations and has not
commenced planned principal operations at Dec. 31, 2006.

Medistem has incurred net losses since inception, and has only
recently begun generating revenues.

                   About Medistem Laboratories

Headquartered in Tempe, Ariz., Medistem Laboratories Inc. (OTC BB:
MDSM.OB) is a biotechnology company that discovers, develops, and
commercializes adult stem cell products that address serious
medical conditions.  While drug discovery and development is its
primary focus, Medistem has compiled a body of proprietary
technologies it outlicenses to commercial entities in markets
where stem cell administration is permissible.


MERITAGE MORTGAGE: Fitch Junks Ratings on Three Certificates
------------------------------------------------------------
Fitch Ratings has taken these rating actions on Meritage Mortgage
Corporation asset-backed certificates:

Series 2004-1

  -- Class M-1 downgraded to 'A-' from 'AA';
  -- Class M-2 downgraded to 'BB+' from 'A+';
  -- Class M-3 downgraded to 'B' from 'A';
  -- Class M-4 downgraded to 'B' from 'BB+';
  -- Class M-5 downgraded to 'CCC/DR1' from 'B';
  -- Class M-6 downgraded to 'CCC/DR1' from 'B';
  -- Class M-7 downgraded to 'C/DR5' from 'CC/DR2';
  -- Class M-8 remains at 'C', and revised to 'DR6' from 'DR5';
  -- Class B-1 remains at 'C/DR6'.

The downgrades affect approximately $46.8 million of the
outstanding certificates.  The negative rating actions reflect
continued deterioration in the relationship between credit
enhancement and future loss expectations.  The transaction is
experiencing monthly losses that exceed the available excess
spread.

As of the November 2007 distribution, the transaction has
exhausted its overcollateralization and the most subordinate bond
has begun to experience write downs due to losses.  Non-performing
loans (i.e. loans in 60+ delinquency, including foreclosure,
bankruptcy, and real estate owned) comprise 35.18% of the pool.

The pool is seasoned 44 months and has a pool factor (current
principal balance as a percentage of original balance) of 7%.
The mortgage pool consists of conventional, first and second lien,
adjustable- and fixed-rate residential mortgages.  The mortgage
loans were originated by Meritage Mortgage Corp.

Fitch will closely monitor the relationship between excess spread
and monthly losses for those transactions in the upcoming months.
If the losses continue to exceed excess spread, the ratings will
be reassessed.


MOVIE GALLERY: Wants Removal of Action Period Moved to July 14
--------------------------------------------------------------
Movie Gallery, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to extend,
until July 14, 2008, the period wherein they can seek removal of
claims and causes of actions.

Currently, the Debtors have until Jan. 14, 2008 to remove current
causes of actions.

The Debtors, operating thousands of retail stores across the 50
states, are involved in approximately 180 actions -- including
employment-related litigation and administrative proceedings,
contract disputes, personal injury cases and collection matters
-- in more than 39 different venues.

The Debtors said that they have not had an opportunity to
conclusively determine which actions they will seek to remove,
because they have been productively focused on activities critical
to their reorganization.  Hence, the Debtors and their advisors
told the Court that they need additional time to analyze and
determine the actions concerning their removal.

Parties to the actions that the Debtors ultimately seek to remove
retain their rights to have their actions remanded, and will not
be prejudiced by the extension, the Debtors said.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors' exclusive plan filing period expires on
Feb. 13, 2008.  (Movie Gallery Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


N-STAR REAL: Fitch Holds BB Rating on $12,606,874 Class F Notes
---------------------------------------------------------------
Fitch affirms seven classes of notes issued by N-Star Real Estate
CDO V, Ltd./Corp.  These rating actions are effective immediately:

  -- $335,921,275 class A-1 notes at 'AAA';
  -- $46,472,397 class A-2 notes at 'AAA';
  -- $40,935,261 class B notes at 'AA';
  -- $17,921,536 class C notes at 'A';
  -- $15,068,922 class D notes at 'BBB';
  -- $4,943,872 class E notes at 'BBB-';
  -- $12,606,874 class F notes at 'BB'.

N-Star V is a revolving commercial real estate collateralized debt
obligation which closed Sept. 22, 2005, and is supported by
collateral selected by NS Advisors, LLC an indirect wholly owned
subsidiary of NorthStar Realty Finance Corp.  The transaction has
a five-year reinvestment period, during which time proceeds from
regular asset amortization can be used to purchase additional
collateral up to a 35% reinvestment cap.   Principal amortization
proceeds above the 35% reinvestment cap are used to pay down the
capital structure on a pro-rata basis.   The portfolio is
currently composed of commercial mortgage-backed securities (CMBS
72.4%), real estate investment trust (REIT) debt securities
(22.7%), CRE CDOs (4.9%).  N-Star V will end its reinvestment
period in September 2010.

The affirmations are the result of stable portfolio performance
measures, such as coverage test ratios and weighted average rating
factor.  Credit enhancement to the notes increased slightly due to
delevering of the capital structure.  As of the most recent
trustee report dated Nov. 19, 2007 all the five
overcollateralization and interest coverage ratios have remained
stable and continue to pass their covenants.  The current WARF on
the collateral is 7 ('BBB'/'BBB-') which remains the same since
last review.  The collateral has a maximum Fitch WARF of 8 ('BBB-
'/'BB+').  There have been no defaulted or distressed securities
in the portfolio, to date.   However, it should be noted that
three transactions within the CDO have classes that have been put
on Rating Watch Negative by Fitch.  Upgrades during the
reinvestment period are unlikely given the pool could still
migrate to the maximum weighted average rating factor covenant.


NATIONAL EASTERN: Court Approves T.M. Byxbee as Accountants
-----------------------------------------------------------
National Eastern Corporation obtained authority from the United
States Bankruptcy Court for the District of Connecticut to employ
T.M. Byxbee Company, P.C. as its accountants.

As reported in Troubled Company Reporter on Dec. 3, 2007,
T.M. Byxbee is expected to:

   a) close out the Debtor's books as of the date of bankruptcy,
      and to open new books;

   b) establish a new bookkeeping system to replace the outmoded
      system used by the Debtor;

   c) prepare the periodic statements of the Debtor's operations;

   d) prepare the Debtor's income tax return for the calendar year
      ending 2007;

   e) observe taking of year-end inventory;

   f) prepare internal financial reports;

   g) compute precentage of completion adjustments for purposes of
      financial statements;

   h) perform audit for 401k yearly financial statement;

   i) perform the annual payroll audit; and

   j) consult on general accounting and tax matters as requested
      by the Debtor.

John B. Loehmann, the president of T.M. Byxbee, told the Court
that the firm's professionals charge these rates for their
services:

      Designation                      Hourly Rate
      -----------                      -----------
      Principals                          $185
      Managers                         $130 - $170
      Senior Staff                        $100
      Other Staff                          $85

Mr. Loehmann said that the allowable maximum compensation is
$15,000.

Mr. Loehmann assured 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 National Eastern

Based in Plainville, Connecticut, National Eastern Corp.
fabricates steel.  The Debtor filed for Chapter 11 protection on
Sept. 17, 2007 (Bankr. D. Conn. Case No. 07-21290).  Anthony S.
Novak, Esq., at Chorches & Novak, P.C., represents the Debtor in
its restructuring efforts.  The Debtors chose Edward F. O'Donnel,
Esq., at Siegel, O'Connor, O'Donnell & Beck, P.C., as its special
counsel.  When the company filed for bankruptcy, it listed total
assets of $20,786,808 and total debts of $15,398,616.


NAVIOS MARITIME: Creates South American Logistics w/ Horamar Group
------------------------------------------------------------------
Navios Maritime Holdings Inc. has formed a South American
logistics business through the combination of its existing port
operations with the barge and upriver port businesses operated by
the Horamar Group.  The transaction included a payment of $112.2
million in cash consideration.

As a result of the transaction, Navios owns 63.8% of the combined
entity, named Navios South American Logistics Inc., and the former
Horamar Group stockholders own the remaining 36.2%.

"We are delighted to disclose the formation of an end-to-end
logistics business which leverages Navios' transshipment facility
in Uruguay with an upriver port facility in Paraguay and dry and
wet barge capacity," Angeliki Frangou, chairman and CEO of Navios
and chairman of NSALI, stated.  "This transaction marks the
successful conclusion of an effort we commenced in June 2006, when
we announced that Navios intended to develop a South American
logistics business."

Since then, we have studied the market, met with key players and
considered a number of opportunities," Ms. Frangou added. "We are
pleased with the business partnership we have formed with the
Lopez family, the principal shareholders of Horamar. We believe
that by blending our businesses, we will develop the critical mass
necessary for us to become a significant regional player."

"Since we commenced our review, the underlying business
fundamentals have continued to strengthen," Ms. Frangou continued.
"We plan to grow the combined business by capitalizing on the
region's growing agricultural and mineral commodity exports
through the significant cost advantage river transport offers
compared to alternatives along with our proprietary port and
related infrastructure."

Navios was represented in this transaction by S. Goldman Advisors
LLC.  The Horamar Group was represented by Violy & Co.

Navios was represented in this transaction by Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C. and the V&P Law Firm.  The Horamar
Group was represented by Chadbourne & Parke LLP.

                       About Horamar Group

The Horamar Group - http://www.horamar.com.ar/--  established in
1975, consists of a group of related companies providing maritime
transportation.  The group specializes in the transport and
storage of liquid cargoes and the transport of dry bulk cargoes
along the Hidrovia passing through Argentina, Bolivia, Brazil,
Paraguay and Uruguay.  It controls a fleet of over 100 barges and
vessels, including:
(i) 13 push boats; (ii) 55 dry barges; (iii) 42 tank barges; (iv)
3 LPG tank barges; (v) 2 self-propelled barges;
(vi) 2 small oil tankers; (vii) 1 handysize tanker; and (vii)   2
docking platforms.  The group also owns and operates an upriver
oil storage and transfer facility in Paraguay.

                  About Navios Maritime Holdings

Based in Norwalk, Connecticut, Navios Maritime Holdings Inc.
(NYSE: NM and NM WS) -- http://www.navios.com/-- is an
integrated seaborne shipping company, specializing in the
carriage, trading, storing, and other related logistics
of international dry bulk cargo transportation.  The company also
owns and operates a port/storage facility in Uruguay and has in-
house technical ship management expertise.  It has offices in
Piraeus, Greece, South Norwalk, Connecticut and Montevideo,
Uruguay and Antwerp, Belgium.  For over 50 years, Navios has
worked with raw materials producers, agricultural traders and
exporters, industrial end-users, ship owners, and charterers.
Navios also owns and operates a port/storage facility in Uruguay
and has in-house technical ship management expertise.

Navios Maritime Partners L.P. is a Marshall Islands limited
partnership formed by Navios to be an international owner and
operator of drybulk vessels.

                          *     *     *

Navios Maritime carries to date Moody's Investors Service's 'B1'
probability of default rating and 'B3' senior unsecured debt
rating, which were placed in March 2007.


NEW CENTURY: S&P Junks Ratings on Three Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of asset-backed pass-through certificates issued by six
New Century Home Equity Loan Trust deals.  Of the 13 lowered
ratings, S&P removed two from CreditWatch with negative
implications and placed two on CreditWatch with negative
implications.  At the same time, 10 additional ratings from one
series remain on CreditWatch negative.  Concurrently, S&P affirmed
its ratings on the remaining 70 classes from these
and on six other transactions.

The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses.  As of the November 2007
remittance date, cumulative realized losses for the downgraded
transactions, as a percentage of the original pool balances,
ranged from 1.07% (series 2003-3) to 2.58% (series 2001-NC2).
Severe delinquencies (90-plus days, foreclosures, and REOs), as a
percentage of the current pool balances, ranged from 11.32%
(series 2003-3) to 31.47% (series 2001-NC2).  Losses for the
downgraded deals have outpaced excess interest over the past six
months by an average of 2.9x.  Series 2003-2 and 2003-3 are seeing
losses outpace excess interest by 3.78x and 3.53x, respectively.
Overcollateralization is below its target for all five of the
downgraded transactions, ranging from 9 basis points (bps) below
target (series 2003-6) to 33 bps below target (series 2003-2).
S&P removed its ratings on two classes from CreditWatch negative
because they were downgraded.  One was downgraded to 'B' and the
other to 'CCC'.

S&P downgraded classes M-2 and M-3 from series 2002-1 and placed
them on CreditWatch with negative implications due to severe
delinquencies relative to the amount of support remaining in the
deal.  With a pool balance of $4,038,000, severe delinquencies
total $1,066,000, and there is currently $777,639 in
overcollateralization.  Losses have averaged $35,726 over the past
six months.  S&P will continue to monitor this transaction and
will take further negative rating actions if credit support
continues to deteriorate.

The 'AAA' rated classes of series 2004-A remain on CreditWatch
negative because they are wrapped by bond insurance provided by
Financial Guaranty Insurance Co., which has a financial strength
rating of 'AAA/Watch Neg'.

The affirmations reflect sufficient credit enhancement available
to support the current ratings.  The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.

Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  In addition, the A-7 and
A-8I0 classes from series 1997-NC6, the A-5 and A-6 classes from
series 1999-NCA, the A class from series 1999-NCD, the A-I-6A
class from series 2003-5, the A-II-3, A-II-4, A-II-5, A-II-6, A-
II-7, A-II-8. A-II-9, A-III-A, A-III-B2, and M-I-1 classes from
series 2004-A, and the A-4w and A-5w classes from series 2005-A
are wrapped with bond insurance.  Financial Security Assurance
Inc.('AAA/Stable' FSR) is the insurance provider for series 1997-
NC6, 1999-NCA, 1999-NCD, and 2005-A; Ambac Assurance Corp.
('AAA/Watch Neg' FSR) is the insurance provider for series 2003-5;
and Financial Guaranty Insurance Co. ('AAA/Watch Neg' FSR) is the
insurance provider for series 2004-A.  The collateral for these
transactions originally consisted primarily of conventional,
fixed- and adjustable-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.

                         Ratings Lowered

               New Century Home Equity Loan Trust
             Asset-backed pass-through certificates

                                      Rating
                                      ------

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

        2001-NC1      M-3           BB         BBB
        2001-NC2      M-3           BB         BBB+
        2003-2        M-2           A          AA+
        2003-3        M-3           BB         A-
        2003-3        M-4           B+         BBB+
        2003-3        M-5           B          BBB
        2003-3        M-6           CCC        BBB-
        2003-6        M-5           BB         BBB
        2003-6        M-6           CCC        BBB-

     Ratings Lowered and Removed from CreditWatch Negative

               New Century Home Equity Loan Trust
             Asset-backed pass-through certificates

                                       Rating
                                       ------

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

       2003-2        M-3           B            A+/Watch Neg
       2003-2        M-4           CCC          BB/Watch Neg

        Ratings Lowered and Placed CreditWatch Negative

              New Century Home Equity Loan Trust
            Asset-backed pass-through certificates

                                         Rating
                                         ------

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

       2002-1        M-2           BB/Watch Neg    A
       2002-1        M-3           BB/Watch Neg    BBB

           Ratings Remaining on CreditWatch Negative

               New Century Home Equity Loan Trust
             Asset-backed pass-through certificates

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

           2004-A       A-II-3, A-II-4        AAA/Watch Neg
           2004-A       A-II-5, A-II-6        AAA/Watch Neg
           2004-A       A-II-7, A-II-8        AAA/Watch Neg
           2004-A       A-II-9, A-III-A       AAA/Watch Neg
           2004-A       A-III-B2, M-I-1       AAA/Watch Neg

                         Ratings Affirmed

                New Century Home Equity Loan Trust
              Asset-backed pass-through certificates

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

             1997-NC6     A-7, A-8IO           AAA
             1999-NCA     A-5, A-6             AAA
             1999-NCD     A                    AAA
             2001-NC1     M-2                  AA
             2001-NC2     M-2                  AA
             2003-2       A-IO, M-1            AAA
             2003-3       A-2, A-3             AAA
             2003-3       M-1                  AA
             2003-3       M-2                  A
             2003-5       A-I-3, A-I-4, A-I-5  AAA
             2003-5       A-I-6, A-I-6A, A-I-7 AAA
             2003-5       A-II                 AAA
             2003-5       M-1                  AA
             2003-5       M-2                  A
             2003-5       M-3                  BBB+
             2003-5       M-4                  BBB
             2003-5       M-5                  BBB-
             2003-5       B                    BB
             2003-6       M-1                  AA
             2003-6       M-2                  A
             2003-6       M-3                  A-
             2003-6       M-4                  BBB+
             2004-A       A-I-4, A-I-5, A-I-6  AAA
             2004-A       A-I-7, A-I-8, A-I-9  AAA
             2004-A       M-I-2, M-II, M-III   BBB
             2004-A       B-I, B-II, B-III     BBB-
             2005-A       A-2, A-3, A-4, A-4w  AAA
             2005-A       A-5, A-5w, A-6       AAA
             2005-A       M-1                  AA+
             2005-A       M-2                  AA
             2005-A       M-3                  AA-
             2005-A       M-4                  A+
             2005-A       M-5                  A
             2005-A       M-6                  A-
             2005-A       M-7                  BBB+
             2005-A       M-8                  BBB
             2005-A       M-9                  BBB-
             2005-A       B-1                  BB+
             2005-A       B-2                  BB-


PAETEC HOLDING: Launches Exchange Offer for 9.5% Senior Notes
-------------------------------------------------------------
PAETEC Holding Corp. has commenced an offer to exchange its 9.5%
Senior Notes due 2015, which were sold in July 2007 pursuant to
Rule 144A and Regulation S of the Securities Act of 1933, as
amended, for an equal amount of newly issued
9.5% Senior Notes due 2015.

The new notes have substantially identical terms as the original
notes, except that the new notes have been registered under the
Securities Act.

PAETEC will accept for exchange any and all original notes validly
tendered and not withdrawn prior to 5:00 p.m. New York City time
on Feb. 1, 2008, unless extended.  Tenders of original notes may
be withdrawn at any time prior to the expiration time.

The terms of the exchange offer and other information relating to
PAETEC are set forth in the prospectus dated Dec. 31, 2007. Copies
of the prospectus and the related letter of transmittal may be
obtained from the exchange agent in connection with this exchange
offer:

     The Bank of New York
     101 Barclay Street
     Reorganization Unit 7E
     New York, NY 10286
     Tel (212) 815-5098
     Fax (212) 298-1915

                   About PAETEC Holding Corp.

Headquartered in Fairport, New York, PAETEC Holding Corp.
(NASDAQ:PAET) -- http://www.paetec.com/--  is a full service
provider of Internet protocol, data and voice solutions to medium-
sized and large businesses and enterprise organizations throughout
16 eastern states and the District of Columbia.  The company
provides a range of voice and high-speed data network services on
a retail basis to its end-user business and institutional
customers.  PAETEC offers a range of voice and high-speed data
carrier services to other telecommunications companies.  Its
service offerings include core voice and data services,
application services, network integration services and managed
services.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 19, 2007,
Standard & Poor's Ratings Services affirmed the ratings on
PAETEC Holding Corp., including the 'B' corporate credit rating.
The outlook is positive.


PERFORMANCE PROPERTIES: Section 341 Meeting Continued to Jan. 14
----------------------------------------------------------------
The U.S. Trustee for Region 2 will continue the meeting of
Performance Properties N.Y.C. LLC and Great Storage LLC's
creditors on Jan. 14, 2008, at 10:30 a.m., Room 4529, 271 Cadman
Plaza East, in Brooklyn, New York.

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

Performance Properties N.Y.C., LLC and Great Storage, LLC filed
for Chapter 11 protection on Oct. 14, 2007 and Dec. 17, 2007,
respectively (Bankr. E.D. N.Y. Case Nos. 07-45564 and 07-46931).
Wayne M. Greenwald, Esq. represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed estimated assets and debts of
$1 million to $100 million.


POWER RECEIVABLE: S&P's BB+ Rating Unaffected by CDWR'S "A" Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its recent upgrade of
the California Department of Water Resources (CDWR) rating to 'A'
from 'A-' will not affect the 'BBB'-rated senior secured notes and
the 'BB+'-rated subordinated notes on Power Receivable Finance LLC
(PRF).  Under the contract monetization, PRF sells power to CDWR
under a long-term contract.  PRF's senior secured rating is
constrained at the 'BBB' level, because of the risk of novation of
the contract by CDWR to a 'BBB'- or higher-rated entity and the
expectation of such a novation due to CDWR's previous indications.


RACE POINT: Fitch Affirms Low-B Ratings on Three Note Classes
-------------------------------------------------------------
Fitch Ratings affirms nine classes of notes issued by Race Point
CLO II, Ltd.  These affirmations are the result of Fitch's review
process and are effective immediately:

  -- $402,000,000 class A-1 at 'AAA';
  -- $15,000,000 class A-2 at 'AA+';
  -- $15,000,000 class B-1 at 'A';
  -- $38,000,000 class B-2 at 'A';
  -- $12,000,000 class C-1 at 'BBB';
  -- $5,000,000 class C-2 at 'BBB';
  -- $3,500,000 class D-1 at 'BB+';
  -- $3,000,000 class D-2 at 'BB+';
  -- $4,000,000 class D-3 at 'BB+'.

Race Point II is a collateralized debt obligation that closed
April 16, 2003 and is managed by Sankaty Advisors, LLC.  Race
Point II's portfolio will be revolving until May 2009 and
currently consists of 90.5% leveraged loans and 9.5% high yield
bonds.

These affirmations are the result of the relatively stable
performance of the underlying collateral and the steady coverage
test ratios.  Although the weighted average rating factor test
continues to fail the maximum of 52.0 ('B+/B') and has increased
slightly to 53.2 from 52.5 at the time of Fitch's last review in
October 2006, it remains in the 'B/B-' range.
According to the latest trustee report, dated Nov. 1, 2007, all
overcollateralization (OC) and interest coverage ratios are
passing their minimum required levels.  The class A, B, C, and D
OC tests are all passing their requirements by margins of at least
8%, and the class A, B, C, and D IC tests are all passing their
requirements by margins of at least 30%.  There were no defaulted
assets in the portfolio as of the latest trustee report.

The ratings of the classes A-1, A-2, B-1, B-2, C-1, C-2, D-1, D-2,
and D-3 notes address the likelihood that investors will receive
full and timely payments of interest, as per the governing
documents, as well as the stated balance of principal by the legal
final maturity date.


RAPID LINK: Extends Maturity of GCASIF Notes to Nov. 1, 2009
------------------------------------------------------------
Rapid Link Inc. has extended all Debenture Notes drawn in the
favor of GCA Strategic Investment Fund Limited, a Bermuda
corporation, effective Oct. 31, 2007.

Both convertible debentures held by GCASIF have had their maturity
dates extended to Nov. 1, 2009.

"These extensions, agreed to and implemented by Rapid Link and our
primary debt holder, are truly an expression of support and
cooperation by GCASIF in Rapid Link, our management, and our
current course of business," John Jenkins, CEO of Rapid Link,
stated.  "GCASIF is aware of the tremendous strides Rapid Link has
made in its business as detailed in the recent 10Q filed Sept. 13,
2007, and their support in amending our agreements should be an
encouraging sign for our investors."

Headquartered in Los Angeles, California, Rapid Link Inc. (OTC BB:
RPID.OB) -- http://www.rapidlink.com/-- is a communications
company providing various forms of voice and data transport
services to wholesale and retail customers around the world.
Rapid Link companies provide licensed traditional long distance
services in the contiguous United States, as well as other next
generation communication services worldwide, including voice over
internet protocol and information service products tailored for
each target market.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 18, 2007,
KBA GROUP LLP, in Dallas, expressed substantial doubt about Rapid
Link Inc.'s ability to continue as a going concern after auditing
the company's consolidated financial statements for the years
ended Oct. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from continuing operations during each
of the last two fiscal years.  Additionally, the auditing firm
reported that at Oct. 31, 2006, the company's current liabilities,
which includes significant amounts of past due payables, exceeded
its current assets by $4.7 million and the company has a
shareholders' deficit totaling $2.6 million.

The company has an accumulated deficit of approximately
$52.0 million as of July 31, 2007, as well as a working capital
deficit of approximately $10.3 million. In addition, a significant
amount of the company's trade accounts payable and accrued
liabilities are past due.


RASC SERIES 2003-KS3: Moody's Cuts Ratings on Two Trust Classes
---------------------------------------------------------------
Moody's Investors Service downgraded 5 classes issued by RASC
Series 2003-KS3 and RASC Series 2003-KS6 Trusts.  The actions are
based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.

The current pool factor for each transaction as of December
remittance reports are: 5.59% for RASC Series 2003-KS3 , and 4.77%
for RASC Series 2003-KS6.

Complete rating actions are:

Issuer: RASC Series 2003-KS3 Trust

  -- Class M-1, downgraded to Baa3 previously Aa2;
  -- Class M-2, downgraded to Ba2 previously A2;

Issuer: RASC Series 2003-KS6 Trust

  -- Class M-1, downgraded to Baa2 previously Aa2;
  -- Class M-2, downgraded to B1 previously Baa1;
  -- Class M-3, downgraded to B2 previously Baa2.


RASC SERIES 2003-KS6: Moody's Lowers Ratings on Three Classes
-------------------------------------------------------------
Moody's Investors Service downgraded 5 classes issued by RASC
Series 2003-KS3 and RASC Series 2003-KS6 Trusts.  The actions are
based on the analysis of the credit enhancement provided by
subordination, overcollateralization and excess spread relative to
the expected loss.

The current pool factor for each transaction as of December
remittance reports are: 4.77% for RASC Series 2003-KS6, and 5.59%
for RASC Series 2003-KS3 .

Complete rating actions are:

Issuer: RASC Series 2003-KS6 Trust

  -- Class M-1, downgraded to Baa2 previously Aa2;
  -- Class M-2, downgraded to B1 previously Baa1;
  -- Class M-3, downgraded to B2 previously Baa2.

Issuer: RASC Series 2003-KS3 Trust

  -- Class M-1, downgraded to Baa3 previously Aa2;
  -- Class M-2, downgraded to Ba2 previously A2.


RAMP SERIES 2003-RS9: Moody's Junks Ratings on Two Classes
----------------------------------------------------------
Moody's Investors Service downgraded 6 classes issued by RAMP
Series 2003-RS9.  The actions are based on the analysis of the
credit enhancement provided by subordination,
overcollateralization and excess spread relative to the expected
loss.  The underlying assets consist of fixed-rate mortgage in
group I and adjustable-rate mortgage loans in group II; the
current pool factor for each group is 29.35% and 8.35%
respectively.  The loans in both groups were acquired by
Residential Funding Corporation through their Negotiated Conduit
Asset Program.

Complete rating actions are:

Issuer: RAMP Series 2003-RS9 Trust

  -- Class M-I-3, downgraded to Baa3 previously Baa1;
  -- Class M-II-1, downgraded to A2 previously Aa2;
  -- Class M-II-2, downgraded to Baa3 previously A2;
  -- Class M-II-3, downgraded to B1 previously A3;
  -- Class M-II-4, downgraded to Caa1 previously Baa1;
  -- Class M-II-5, downgraded to C previously Baa2.


RES-CARE INC: S&P Holds BB+ Rating on Amended $250 Mil. Facility
----------------------------------------------------------------
Standard & Poor's Ratings Services said that senior secured bank
loan rating on special-needs social services provider Res-Care
Inc.'s amended $250 million revolving bank loan facility remains
'BB+'.  The recovery rating on the senior secured facility is '1',
indicating the expectation of a very high (90%-100%) recovery of
principal in the event of default.

The amendment increased the revolver capacity to $250 million
(from its previous amount of $200 million), and allows for a
further $50 million accordion feature.  If the company were to add
the $50 million of additional capacity, S&P would reassess its
ratings on the facility.


RICHARD SMITH: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Richard Jay Smith
        Victoria Marie Smith
        aka Victoria Harper
        387 Meathward Circle
        Moore, SC 29369

Bankruptcy Case No.: 08-00017

Chapter 11 Petition Date: January 2, 2008

Court: District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Robert H. Cooper, Esq.
                  3523 Pelham Road, Suite B
                  Greenville, SC 29615
                  Tel: (864) 271-9911

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
C.B.&T. Visa                   Credit Card           $26,155
Attention: Bank Card Center
P.O. Box 120C
Columbus, GA 31902

H.S.B.C. Bank                  Credit Card           $20,341
P.O. Box 80037
Salinas, CA 93912

Capital One                    Credit Card           $14,290
Attention:
Bankruptcy Department
P.O. Box 85147
Richmond, VA 23285

W.F.N.N.B./Express             Credit Card           $1,976

N.C.C. Business Services, Inc. Collection Account    $1,812

Wachovia                       Line of Credit        $1,500

Palisade Collection            Collection Account    $1,279

Applied Card Bank              Credit Card           $906

Capital One                    Credit Card           $825

Midland Credit Management      Collection Account    $795

Merrick Bank                   Credit Card           $709

Marlin Intergrated             Collection Account    $604

Palisade Collection            Collection Account    $572

Capital One                    Credit Card           $543

Friedmans Jewelers (N.C.O.)    Collection Account    $501

H.S.B.C. Bank                  Credit Card           $765

C.C.B. Recovery Department     Credit Card           $278

First Premier                  Credit Card           $247

C.B.C.S.                       Medical Collection    $238


RITE AID: Reports Sales of $2.201 Billion in December 2007
----------------------------------------------------------
Rite Aid Corporation reported Thursday sales results for December.
The acquired Brooks Eckerd stores are excluded from the same store
sales calculation but will be included in same store sales twelve
months after the close of the acquisition, which will be in June
2008.

Total sales include all of the stores operated during the period,
including stores acquired in the Brooks Eckerd acquisition on
June 4, 2007.

                          Monthly Sales

For the four weeks ended Dec. 29, 2007, same store sales decreased
0.5% over the prior-year period.  Pharmacy same store sales were
flat, which included an approximate 443 basis points negative
impact from new generic introductions.  Front-end same store sales
decreased 1.2%.

Total drugstore sales for the four-week period increased 47.5% to
$2.201 billion compared to $1.492 billion for the same period last
year.  Prescription revenue accounted for 61.8% of drugstore
sales, and third party prescription revenue represented
approximately 96.1% of pharmacy sales.

                        Year-to-Date Sales

Same store sales for the 43-week period ended Dec. 29, 2007,
increased 1.2%, consisting of a 1.6% pharmacy same store sales
increase and a 0.4% increase in front-end same store sales.

Total drugstore sales for the 43 weeks ended Dec. 29, 2007,
increased 37.1% to $19.710 billion from $14.374 billion in last
year's like period.  Prescription revenue accounted for 66.4% of
total drugstore sales, and third party prescription revenue was
approximately 95.9% of pharmacy sales.

                         About Rite Aid

Headquartered in Camp Hill, Pa., Rite Aid Corporation (NYSE: RAD)
-- http://www.riteaid.com/-- is one of the United States' leading
drugstore chains, operating 5,088 stores on Dec. 29, 2007, in 31
states and the District of Columbia.

                          *     *     *

To date, Rite Aid Corp. still carries Standard & Poor's Ratings
Services 'B' long term foreign and local issuer credit ratings
which were placed on May 8, 2007.  Outlook is Stable.


RITE AID: To Exit Las Vegas Market; Sells Prescription Files
------------------------------------------------------------
Rite Aid Corporation said it will terminate its operation of the
28 Rite Aid stores in the Las Vegas, Nevada area and has signed
an agreement to sell patient  prescription files of the 27 stores
in the Las Vegas metro market to Walgreens.  Terms of the
transaction were not disclosed.

Rite Aid said it is in the process of also selling the
prescription files of the one store it operates in Mesquite,
Nevada and will also close that store.

Rite Aid said it will continue to operate its remaining store
in Nevada in Gardnerville, which is close to the border of
California where Rite Aid has more than 600 stores.  Rite Aid
said Las Vegas was a non-core market for the company that has not
been contributing to overall results.  The company hasn't
opened a new store in the Las Vegas area since 1999.

Transfer of the prescription files to nearby Walgreens will
take place over the next week, and customers whose
prescriptions are being transferred will be notified by
letter as well as signage in the stores.  Rite Aid said it
would work closely with Walgreens to make sure the transfer of
all the prescriptions goes smoothly so as not to disrupt
serving patients.

Rite Aid said it was working with interested parties on selling
or assigning the leases on the 28 buildings.  The company said
it will close the stores, which are located in Las Vegas, North
Las Vegas, Henderson and Mesquite, over the next three months
as it sells or liquidates non-prescription merchandise.

                          About Rite Aid

Headquartered in Camp Hill, Pa., Rite Aid Corporation (NYSE: RAD)
-- http://www.riteaid.com/-- is a drugstore chain with more than
5,000 stores in 31 states and the District of Columbia.

                          *     *     *

To date, Rite Aid Corp. still carries Standard & Poor's Ratings
Services 'B' long term foreign and local issuer credit ratings
which were placed on May 8, 2007.  Outlook is Stable.


RITE AID: Declares Series E and I Preferred Stock Dividends
-----------------------------------------------------------
Rite Aid Corporation's Board of Directors has declared a
cash dividend of $0.875 per share on its 7.0% Series E
Mandatory Convertible Preferred Stock for the period commencing
on Nov. 1, 2007 through Jan. 31, 2008.

The dividend is payable on Feb. 1, 2008 to shareholders of
record as of Jan. 15, 2008.

Rite Aid's Board of Directors has declared a cash dividend
of $0.3438 per share on its 5.5% Series I Mandatory
Convertible Preferred Stock for the period commencing on
Nov. 1, 2007 through Jan. 31, 2008.  The dividend is payable
on Feb. 1, 2008 to shareholders of record as of Jan. 15, 2008.

                          About Rite Aid

Headquartered in Camp Hill, Pa., Rite Aid Corporation (NYSE: RAD)
-- http://www.riteaid.com/-- is a drugstore chain with more than
5,000 stores in 31 states and the District of Columbia.

                          *     *     *

To date, Rite Aid Corp. still carries Standard & Poor's Ratings
Services 'B' long term foreign and local issuer credit ratings
which were placed on May 8, 2007.  Outlook is Stable.


SCRIPPS VINEYARDS: Case Summary & Seven Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Scripps Vineyards Villas, L.L.C.
        484 Prospect Street
        La Jolla, CA 93037

Bankruptcy Case No.: 08-10035

Chapter 11 Petition Date: January 2, 2008

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtor's Counsel: Michael B. Reynolds, Esq.
                  Snell & Wilmer, L.L.P.
                  600 Anton Boulevard, Suite 1400
                  Costa Mesa, CA 92626
                  Tel: (714) 427-7000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
New West Deigns, Inc.          trade                 $13,286
Attention: Shannon Van Dyke
30 Rancho Circle
Lake Forest, CA 92630

The Gas Co.                    debt                  unknown
P.O. Box C.
Monterey Park, CA 91756

Coachella Valley Water         debt                  unknown
District
P.O. Box 5000
Coachella, CA 92246

City of Coachella                                    unknown

Imperial Irrigation District                         unknown

Burrtec Waste & Recycling                            unknown

Yosemite Water                                       unknown


SMART BALANCE: S&P Revises Outlook to Stable from Negative
----------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Paramus, New Jersey-based Smart Balance Inc. to stable from
negative.  At the same time, Standard & Poor's affirmed its
ratings on the company, including the 'B-' corporate credit
rating.

"The revised outlook is based on expected improvement in credit
protection measures and expected increased cushion on the
company's bank financial covenants," said Standard & Poor's credit
analyst Rick Joy.  Smart Balance received more than $76 million in
cash proceeds from the redemption of its public warrants in
December 2007, and has earmarked a substantial portion for debt
reduction.  In addition, recent conversion of the company's series
A convertible preferred stock ($138.5 million) will provide for
further improvement in credit measures over the near term.  Lower
debt balances and the corresponding future reduction in interest
expense should also result in adequate cushion on Smart Balance's
financial covenants in 2008.

"We expect the company will continue to grow its sales and market
share, apply warrant proceeds to debt reduction, and sustain the
expected near-term improvement in credit protection measures,"
said Mr. Joy.

Standard & Poor's ratings on Smart Balance reflect the company's
leveraged capital structure, narrow product focus, customer and
supplier concentration, and small size relative to its financially
stronger and larger competitors.  These factors are somewhat
offset by the company's participation in the faster growing
"better for you" segment of the packaged food industry.


STATE STREET: To Set $279MM 4th Qtr. Reserve for Legal Claims
-------------------------------------------------------------
State Street Corporation said it will record a net charge, after
taxes, in the fourth quarter of 2007 of $279 million.

The purpose of the charge is to establish a reserve to address
legal exposure and other costs associated with the
underperformance of certain active fixed-income strategies managed
by State Street Global Advisors, the company's investment
management arm, and customer concerns as to whether the
execution of these strategies was consistent with the customers'
investment intent.

As a consequence of the unprecedented events in the credit
markets over the past six months, these strategies were adversely
impacted by exposure to, and the lack of liquidity in, sub-prime
mortgage markets.  In aggregate, the reserve will be $618 million
on a pre-tax basis.  The impact to earnings of the net charge,
after taking into account the tax effect of the reserve and
associated lower incentive compensation cost, will be $279
million.

Ronald E. Logue, chairman and chief executive officer of State
Street said, "We have reviewed the actively managed fixed-income
strategies at SSgA that contained investments backed by sub-prime
mortgages.  Based on our review and discussions with certain
customers who were invested in these strategies, we have
established this reserve to address legal exposure and other costs
relating to these strategies."

Mr. Logue continued, "State Street values its reputation as a
trusted fiduciary to institutions around the world and recognizes
the critical importance of preserving this reputation with its
customers.  Some of our customers that were invested in the
active fixed-income strategies have raised concerns that we
intend to address.  Nevertheless, we will continue to defend
ourselves vigorously against inappropriate claims, including
those that seek recovery of investment losses arising solely from
changes in market conditions.  With this reserve, SSgA can
continue
its focus on delivering the highest quality of service to its
customers and on steadily expanding its business."

Earnings per share for 2007 are expected to be between $3.42 and
$3.45 per share, and return on equity is expected to be
approximately 13%, all on a GAAP basis.

On an operating basis, which excludes the impact of the charge,
the merger and integration costs associated with State Street's
acquisition of Investors Financial in July 2007, and, for 2006,
the
effect of 2006 tax adjustments of $65 million, 2007 earnings per
share is expected to be between $4.54 and $4.57 per share and
return on equity is expected to be approximately 17.5%.  Both
operating earnings per share and return on equity for 2007 are
expected to be above the ranges provided on Oct. 15, 2007.  The
outlook for full-year earnings per share on an operating basis
compares to 2006 results of $3.46 per share.  The company
continues
to expect to exceed the year-over-year revenue growth range of 20%
to 22% provided on Oct. 15, 2007.

                         CDOs in Default

Jody Shenn of Bloomberg News relates that State Street Corp.
is among 28 managers of mortgage-linked collateralized debt
obligations deemed at risk of being unable to fully pay off their
most-senior classes.

About $64 billion of CDOs have experienced events of default since
mid-October after a slump in the credit quality of their holdings,
Bloomberg says, citing data sent to clients by Wachovia Corp.
analyst Justin Pauley.

State Street Global Advisors managed three of the 54 CDOs that
have experienced default events, caused by downgrades of their
collateral exceeding a certain level, the Wachovia report said,
as cited by Bloomberg.

                       Pension Fund Losses

Vikas Bajaj of The New York Times adds to this report that
State Street is facing lawsuits from five clients who claim
they had lost tens of millions of dollars in State Street funds
that they were told would be largely invested in risk-free debt.

According to The NY Times, at least four of the lawsuits --
stemming from mortgage investments State Street made for
pension fund clients -- assert that the company breached its
fiduciary duty under a pension law by investing in securities
that did not fit the risk tolerance of its clients.

                About State Street Global Advisors

State Street Global Advisors -- http://www.ssga.com/-- the
investment management arm of State Street Corporation, delivers
investment strategies and integrated solutions to clients
worldwide across every asset class, investment approach and style.
With $2.0 trillion in assets under management as of Sept. 30,
2007, State Street Global Advisors has investment centers in
Boston, Hong Kong, London, Milan, Montreal, Munich, Paris,
Singapore, Sydney, Tokyo and Zurich, and offices in 25 cities
worldwide.

                     About State Street Corp.

State Street Corporation (NYSE: STT) --
http://www.statestreet.com/-- provides financial services to
institutional investors including investment servicing, investment
management and investment research and trading.  With
$15.1 trillion in assets under custody and $2.0 trillion in assets
under management at September 30, 2007, State Street operates in
26 countries and more than 100 geographic markets worldwide.


STATE STREET: James Phalen Back as Investment Arm's CEO
-------------------------------------------------------
State Street Corporation disclosed in a press statement that
James S. Phalen, currently executive vice president and head of
international operations for investment servicing and investment
research and trading, is returning to State Street Global
Advisors -- a State Street Corp. investment management arm -- as
interim president and chief executive officer.

Mr. Phalen, age 57, succeeds William W. Hunt who has resigned
from State Street.  Mr. Phalen will report to Ronald E. Logue,
chairman and chief executive officer of State Street.  The company
has initiated a global search for SSgA's new CEO, which will focus
on both internal and external candidates.

"Our business continues to be very strong, with revenue growth
expected to be in excess of 30 percent in 2007 compared to 2006.
We also continue to expect to exceed our ranges for operating
earnings per share and return on equity," said Mr. Logue.  "We
remain committed to the active investment management business and
have made changes to the investment teams to address the
underperformance experienced in the active fixed income
strategies exposed to sub-prime mortgages.  We are very fortunate
to have an experienced executive like Jim Phalen to step in and
lead the business and work alongside SSgA's strong management
team.
His deep understanding of State Street's customers will allow a
seamless transition in his interim role."

In his current role, Mr. Phalen is responsible for State Street's
investment services and investment research and trading operations
outside of North America and is a member of State Street's
Operating Group, the company's most senior strategy and policy-
making team.  He spent more than five years at SSgA as a member
of its Executive Management Group managing significant portions
of SSgA's business.  In 2000, having overseen the combination of
SSgA and Citigroup's retirement business to form CitiStreet,
he became CitiStreet's CEO.

He returned to State Street in 2005 and was appointed head of
State Street's investment servicing business in North America
before assuming his international role in 2007.

"I welcome this opportunity to return to SSgA and to work directly
again with many of my longstanding colleagues," said Mr. Phalen.
"SSgA has an exceptional team of professionals, and I look
forward to helping them continue to build on their track record
of growth and industry innovation."

                About State Street Global Advisors

State Street Global Advisors -- http://www.ssga.com/-- the
investment management arm of State Street Corporation, delivers
investment strategies and integrated solutions to clients
worldwide across every asset class, investment approach and style.
With $2.0 trillion in assets under management as of Sept. 30,
2007,
State Street Global Advisors has investment centers in Boston,
Hong Kong, London, Milan, Montreal, Munich, Paris, Singapore,
Sydney, Tokyo and Zurich, and offices in 25 cities worldwide.

                     About State Street Corp.

State Street Corporation (NYSE: STT) --
http://www.statestreet.com/-- provides financial services to
institutional investors including investment servicing, investment
management and investment research and trading.  With
$15.1 trillion in assets under custody and $2.0 trillion in assets
under management at September 30, 2007, State Street operates in
26 countries and more than 100 geographic markets worldwide.


STATE STREET: Earns $358 Million in Third Quarter
-------------------------------------------------
State Street Corporation reported net income of $358.0 million in
the third quarter ended Sept. 30, 2007, compared with net income
of $278.0 million in the same period last year.

Earnings in the third quarter of 2007 include $141.0 million of
merger and integration costs associated with the July 2,
2007, acquisition of Investors Financial Services Corp.  On an
operating basis, which excludes these costs, net earnings are
$449.0 million.

Revenue of $2.240 billion in the third quarter of 2007 is up 48%,
or $725.0 million, compared to $1.515 billion in the year-ago
quarter.

Total expenses in the third quarter of 2007 are $1.689 billion.
Excluding merger and integration costs associated with the
Investors Financial acquisition, expenses are $1.548 billion, up
42%, or $458.0 million, compared to $1.090 billion in the year-ago
quarter.  For the third quarter of 2007, return on shareholders'
equity is 12.6%, compared to 16.4% in the third quarter of 2006.
The return on shareholders' equity reflects the increase in
shareholders' equity due to the shares issued to shareholders of
Investors Financial, net of shares repurchased in the quarter.
Excluding the impact of the merger and integration costs, return
on equity is 15.8%.

Ronald E. Logue, State Street's chairman and chief executive
officer, said, "Our core revenue was strong across both investment
servicing and investment management with significant new business
from existing and new customers globally.  On a year-over-year
basis, excluding $221.0 million in revenue during the third
quarter from the acquired Investors Financial business, revenue
increased $512.0 million, or 34%.

"Servicing and management fees performed particularly well, up
34%, including Investors Financial, from last year's third
quarter.  We won $825.0 billion of assets in new business in
servicing and $26.0 billion of net new business in asset
management.  Net interest revenue, also including Investors
Financial, is up $198.0 million, or 74%.  Net interest margin is
1.73%.  Excluding merger and integration costs associated with the
acquisition, we achieved significant positive operating leverage
compared both to the year-ago quarter and to the second quarter."

Commenting on the impact of recent market activity affecting
fixed-income investments, Logue added, "The fixed-income markets
have experienced unprecedented disruption in this past quarter.
We believe we are well positioned with both our portfolio and our
asset-backed commercial paper conduits.  While liquidity in the
fixed income market remains challenging, our concentration in
high-quality assets in our own portfolios as well as in the
conduits, have limited the impact of this disruption on our
business.

"We believe that we weathered the disruption in the fixed-income
market well--without significantly affecting State Street's
results.  We're disappointed in the performance of a small number
of fixed-income strategies at State Street Global Advisors which
performed below our expectation."

            Third Quarter Results vs. Year-ago Quarter

Total revenue in the third quarter increased 47.9% to
$2.240 billion, compared to last year's third quarter and total
operating expenses, excluding $141.0 million of merger and
integration costs, grew 42.0% to $1.548 billion over the same
period.  As a result, excluding merger and integration costs,
State Street generated about 580 basis points of positive
operating leverage.

Servicing fees are up 37%, to $937.0 million from $685.0 million
in last year's third quarter.  The increase is attributable to
business from customers added from the Investors Financial
acquisition, business from new and existing customers, and higher
average equity market valuations.  Total assets under custody are
$15.1 trillion at Sept. 30, 2007, up 34%, compared with
$11.3 trillion at Sept. 30, 2006.  Daily average values for the
S&P 500 Index are up 16%, for the MSCI(R) EAFE Index(SM) are up
20%, and for the NASDAQ are up 22% during the third quarter of
2007 from the year-ago quarter.

Investment management fees, generated by State Street Global
Advisors, are $299.0 million, up 26% from $238.0 million in last
year's third quarter.  Management fees reflect continued new
business and an increase in average month-end equity valuations,
partially offset by lower performance fees.  Total assets under
management are $2.0 trillion at Sept. 30, 2007, up 22%, compared
to $1.6 trillion at Sept. 30, 2006.

Trading services revenue, which includes foreign exchange trading
revenue and brokerage and other fees is $320.0 million for the
quarter, up 87% from $171.0 million a year ago.  The increase is
driven by improved volumes and higher FX volatility.  Higher
brokerage and other fee revenue is due to the impact of the
Currenex acquisition, increased transition management, and strong
trading volumes.

Securities finance revenue is $165.0 million in the quarter, up
90% compared to $87.0 million in the year-ago quarter, reflecting
an improvement in spreads and an increase in volume due to
disruption in the fixed income markets.

Processing fees and other revenue are down 6%, or $4.0 million, at
$61.0 million, compared to $65.0 million a year ago, due to a
reduction in the fee income from the asset- backed commercial
paper program primarily due to disruption in the fixed-income
markets as well as the consolidation of tax-exempt investments
onto the balance sheet at the end of the third quarter of 2006,
partially offset by revenue from the Investors Financial
acquisition.

Net interest revenue on a fully taxable-equivalent basis is
$481.0 million, an increase of $206.0 million, or 75% from
$275.0 million a year ago.  The increase in net interest revenue
is due to a favorable mix of non-US deposits, the impact of the
Investors Financial acquisition, and the improved yields from
reinvested assets.  Net interest margin increased to 1.73% from
1.22% a year ago.

Total expenses in the third quarter are $1.689 billion.  Excluding
merger and integration costs, total expenses in the third quarter
of 2007 increased from $1.090 billion to $1.548 billion, up
$458.0 million, or 42.0%, from the year-ago quarter primarily due
to the inclusion of Investors Financial's operating expenses as a
result of the acquisition.  Baseline expenses increased 26%, while
the remainder of the increase was due to the acquired Investors
Financial business.  Salaries and benefits expenses are up 43% to
$916.0 million, primarily attributable to additions to headcount
resulting from the Investors Financial acquisition, incentive
compensation due to improved year-to-date performance, and
increases in benefits.  The increase in expenses also includes
higher transaction processing services, up 36% to $165.0 million,
due to higher volumes.  Expenses for information systems and
communications increased $24.0 million, or 20%, to $145.0 million.
Occupancy expense increased 20%, or $18.0 million, to
$109.0 million due to costs associated with the acquired Investors
Financial business.  Other expenses are up 81% at $213.0 million
due primarily to costs associated with the acquired Investors
Financial business, as well as increased securities processing
costs.

The effective tax rate for the quarter is 35.0% compared with
34.6% in the third quarter of last year.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$139.888 billion in total assets, $93.001 billion in total
deposits, $35.637 in other liabilities, and $11.250 billion in
total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?26ca

                     About State Street Corp.

State Street Corporation (NYSE: STT) --
http://www.statestreet.com/
-- provides financial services to institutional investors
including
investment servicing, investment management and investment
research
and trading.  With $15.1 trillion in assets under custody and
$2.0 trillion in assets under management at September 30, 2007,
State Street operates in 26 countries and more than 100 geographic
markets worldwide.


STATE STREET: $279MM After-Tax Charge Cues Fitch's Rating Cuts
--------------------------------------------------------------
Fitch Ratings revised the Rating Outlook on State Street
Corporation to Negative from Stable and has downgraded the bank's
Individual Rating to `B' from `A/B.'  Fitch has affirmed all of
State Street's other outstanding ratings.

This rating action follows State Street's announcement that it
will record a $279 million after-tax charge to establish a
$618 million reserve to cover legal exposure and other costs
related to the underperformance of several of State Street Global
Advisors' actively managed fixed income funds, specifically those
that contained investments backed by subprime mortgages.
Following a review of and discussions with certain customers
invested in these funds, State Street determined that the company
had potential legal exposure to some of its investors in these
funds.

Fitch has downgraded State Street's Individual Rating since
operational losses of this magnitude are not consistent with the
previous Individual Rating of 'A/B'.  Fitch believes that there
were deficiencies in the control environment that allowed the
potential exposure to develop.  Management has instituted a
company-wide review process to detect and eliminate any similar
weak control issues.

The Rating Outlook revision to Negative indicates the potential
negative impact on business volume if customers lose confidence in
State Street's risk control capabilities.  This risk is highest in
State Street's other investment management businesses, though it
could potentially affect the servicing business as well.  Fitch
will monitor future business trends carefully over the
intermediate term to determine whether additional rating actions
are warranted.

Fitch has affirmed State Street's long- and short-term Issuer
Default Ratings and other outstanding debt ratings in light of the
company's strong franchise and good earning capacity.

Liquidity at the bank level is judged good.  While the parent
currently has an acceptable level of financial flexibility for its
current long-term and short-term ratings, Fitch expects management
to accumulate resources at the parent level to be able to deal
with any future contingencies.

Fitch has downgraded these ratings:

State Street Corporation

  -- Individual to `B' from 'A/B'.

State Street Bank and Trust Company

  -- Individual to `B' from 'A/B.

Fitch has also affirmed and revised the Rating Outlook on these
ratings to Negative from Stable:

State Street Corporation

  -- Long-term IDR 'AA-';
  -- Long-term senior 'AA-';
  -- Long-term subordinated 'A+';
  -- Short-term IDR 'F1+';
  -- Short-term debt 'F1+';
  -- Support '5';
  -- Support Rating Floor 'NF'.

State Street Bank and Trust Company

  -- Long-term IDR 'AA-';
  -- Long-term deposits 'AA';
  -- Long-term subordinated 'A+';
  -- Short-term IDR 'F1+';
  -- Short-term deposits 'F1+';
  -- Support '2';
  -- Support Rating Floor 'BBB+'.

State Street Capital I, State Street Capital IV, Investors Capital
Trust I

  -- Trust preferred securities `A+'.


STATE STREET: Moody's Holds B+ Bank Financial Strength Rating
-------------------------------------------------------------
Moody's Investors Service affirmed State Street Bank & Trust
Company's ratings, at B+ for financial strength and Aa1 for
deposits.  The rating agency also affirmed the Aa3 rating on
senior debt of the holding company, State Street Corporation.
Moody's, however, placed a negative outlook on all related
entities.  The rating actions followed STT's announcement that it
will take an after-tax charge of $279 million that will
significantly reduce net income in the fourth quarter 2007.

The affirmation was based on Moody's view of a limited near-term
negative effect on STT's financial fundamentals.  STT's main
earnings driver is its strong position as one of the largest
securities servicers, a franchise that contributes the bulk of the
company's net income.  According to Moody's, the fourth quarter
charges -- partly to build a litigation reserve -- will cause a
drop in STT's capital position.  Although most consolidated and
bank-only capital ratios remain amply above "well capitalized"
thresholds, the Tier-1 leverage ratios have little such cushion.
A comparatively modest dividend payout ratio should help to
replenish capital to previous levels in relatively short order.
Moody's believes that despite the confluence of negative events --
the previously highlighted ABCP liquidity concerns followed by
these asset management-related charges -- depositors and
bondholders remain well protected.

In assigning a negative outlook, on the other hand, Moody's noted
the discrepancies between STT's clients' investment directives and
the firm's investment strategies that imply a lapse in controls
and a risk governance failure at State Street Global Advisors,
STT's asset management arm.  The negative outlook also reflects
the reputational vulnerability of the asset management franchise
and any potential spillover into STT's other businesses.

"This is the second major reputational issue that STT has
experienced in the last six months," said Rosemarie Conforte,
Moody's Senior Vice President.  "The company has a comparatively
large exposure to ABCP conduits that it sponsors and STT's
liquidity and capital potentially came under pressure when the
conduits faced funding stress in the third quarter 2007."

Moody's added that the longer-term impact on the State Street
franchise, if any, is difficult to quantify.  If there is evidence
of risk management weakness, any lapses in internal controls are
not fully addressed and remedied, or reputational fallout proves
to be significant, Moody's could take a further negative rating
action.  If, on the other hand, the franchise proves to be
resilient, all other credit aspects being equal, Moody's could
return the outlook to stable.

State Street Corporation, headquartered in Boston Massachusetts,
reported assets of approximately $140 billion at Sept. 30, 2007.


STATE STREET: S&P Says Ratings Unaffected by After-Tax Charge
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on State
Street Corp. (AA-/Stable/A-1+) are not immediately affected by the
$279 million after-tax charge in fourth-quarter 2007.

The charge was to establish a reserve for legal and other costs
related to the execution and underperformance in certain active
fixed-income portfolios managed by State Street Global Advisors
(SSgA).

While active fixed income represents less than 2% of the $2.0
trillion of assets under management, S&P is concerned that SSgA's
reputation in the market could be tarnished, which could impair
its ability to attract new customers.

At this time, S&P does not expect State Street's asset-servicing
business, with $15.1 trillion of assets under custody, to be
adversely affected by the problems at SSgA. Notwithstanding the
size of the $618 million reserve (in the context of the relatively
small active fixed-income portfolios), State Street will be
profitable in fourth-quarter and full-year 2007.  S&P also expects
management to remain committed to maintaining a solid capital
foundation.


STIEFEL LABS: S&P Holds 'B+' Corporate Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Coral
Gables, Florida-based specialty pharmaceuticals Stiefel
Laboratories Inc. to stable from positive.  At the same
time, S&P affirmed the 'B+' corporate credit rating on Stiefel and
the 'BB-' senior secured debt rating and '2' recovery rating on
Stiefel's senior secured first-lien credit facility.

"The actions reflect Stiefel's more leveraged financial profile
following its issuance of $500 million of preferred stock to
Blackstone Group and our belief that Stiefel will be increasingly
acquisitive as it seeks to expand its portfolio," explained
Standard & Poor's credit analyst Arthur Wong.

The low speculative-grade ratings on Stiefel reflect the company's
significant debt leverage and aggressive financial policies,
offset by its diverse drug portfolio.  Privately held Stiefel is
the fourth-largest player in the dermatology market, with more
than $800 million in annual sales.  The company has a relatively
diverse product portfolio, especially when compared
to many other 'B+' rated peers.  Stiefel's top three products--
Duac, Soriatane, and Olux--collectively account for roughly 37% of
total sales.  This concentration is relatively low when compared
with other pharmaceutical companies rated in the 'B' category,
which tend to be more reliant on fewer products.


SUNDALE LTD: Court Extends Schedules-Filing Period to January 11
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
extended the deadline for Sundance Ltd. to file its Schedules of
Assets and Liabilities, Statement of Financial Affairs, and
Payroll and Sales Tax Reports until Jan. 11, 2008.

The previous deadline to file its Schedules expired on Dec. 27,
2007.

The Debtor has assembled the majority of the information necessary
to file its Schedules, Statement of Financial Affairs, and tax
reports.  However, the gathering of information is taking longer
than expected due to intervening holidays.  In addition, the
Debtor's management has been attending to numerous matters with
respect to the bankruptcy cases.

Headquartered in Miami, Florida, Sundale Ltd. fka Sundale
Associates Ltd. is an operative builder.  The company filed for
Chapter 11 protection on Dec. 12, 2007 (S.D. Fla. Case No. 07-
21016).  Peter D. Russin, Esq., at Meland, Russin & Budwick PA,
represents the Debtor.  When the Debtor filed for protection
from its creditors, it listed assets between $50 million and
$100 million and debts between $10 million and $50 million.


SUSQUEHANNA AREA: Fitch Cuts Rating on $59.7MM Bonds to BB+
-----------------------------------------------------------
Fitch Ratings has downgraded the underlying rating on Susquehanna
Area Regional Airport Authority's approximately $133.5 million of
outstanding senior airport system revenue bonds (senior bonds) to
'BBB-' from 'BBB' and downgrades the rating on the authority's
$59.7 million of outstanding subordinate airport system revenue
bonds (subordinate bonds) to 'BB+' from 'BBB-'.  With these rating
actions, the senior and subordinate lien bonds that were
previously placed on Rating Watch Negative in January 2007 is
resolved.  The Rating Outlook on all liens is Stable, reflecting
Fitch's expectation that passenger traffic, while exposed to some
volatility has a stable base level of demand with some possibility
to grow in the near and medium term.

The downgrade of the senior lien bonds, which are secured by a
pledge of airport system net revenues and an irrevocable
commitment of passenger facility charge receipts, to 'BBB-'
reflects Harrisburg International Airport exposure to a
fundamental change in U.S. airline industry service patterns to
small and medium sized airports.  With the majority of legacy
airlines, notably US Airways, diverting mainline aircraft to
larger city pairs, and low cost airlines now deploying assets to
proven markets rather than secondary airports, the prospects for
material increases in service and/or enplanements at this airport
are dim.

While regional affiliates of the legacy carriers, which currently
dominate the airport, are expected to maintain a stable schedule
to support their respective legacy partners, the airport's
terminal infrastructure, expanded and redeveloped at a cost of
$233 million and financed with proceeds of the series 2003 and
2004 bonds, is underutilized as it was designed to support larger
passenger volumes.  As a result, the airport's cost structure has
absorbed bond debt service without benefiting from increases in
passenger related revenues.  This structural imbalance has created
well above industry average airline costs per enplanement
(approximately $16.68 for fiscal 2007) and is a major impediment
to attracting a low cost carrier which could potentially generate
the traffic volume for which the terminal was built.

An investment grade rating on the senior lien bonds is still
warranted due to the stable base of origin & destination demand
served by the airport, including passenger traffic generated by
state government and area corporations and universities; the
ability of airport management in a crisis to raise rates and
charges to meet bondholder covenants; and minimal future capital
needs, with no additional debt planned.  While the subordinate
debt remains outstanding (through fiscal 2018), the senior lien
position remains significantly over collateralized relative to its
subordinate counterpart.  Thereafter, coverage of senior lien debt
service will likely be driven down and the authority will need to
implement timely increases in its rates and charges to meet the
1.25 times rate covenant as annual obligations gradually escalate.

The downgrade of the subordinate lien bonds, which are secured by
a subordinate pledge of airport system net revenues and receipts
under a Federal Aviation Administration Airport Improvement
Program Letter of Intent, to 'BB+' is based on the substantial
leverage carried by this lien and the significant reliance on LOI
payments to meet debt service.  This reliance is now further
exacerbated by the materially weakened backup pledge of airport
system net revenues which would be called upon in the event LOI
payments were delayed.

The subordinate lien bonds have always been highly leveraged and
dependent on the offset of federal Letter of Intent monies. While
the authority has generally received LOI monies on or ahead of
schedule the significant reliance on these funds, which will run
through 2010, makes timely debt service payments highly vulnerable
to any delay or interruption in these payments.  Subordinate net
revenues of the airport system do remain available to meet debt
obligations through final maturity.  However, as most net revenues
will be required to meet operating expenses and senior lien
obligations, the strength of the subordinate pledge is
substantially weaker than when Fitch first rated the lien in 2003.

In 2006, the authority circumvented the legal requirements of the
bond documents when it drew from both the senior and subordinate
bond debt service reserve funds without regard to lien position.
These draws highlighted structural weaknesses of the documents.
Management indicates that all reserves are now fully funded and
that authority budgeting practices are better aligned to match
document requirements.  Fitch's ratings assume the legal documents
will be strictly followed by the authority.

For the nine months ended Sept. 30, 2007, authority operating
revenues are outpacing operating expenses, and Fitch views the
authority's budgeted 37% operating margin for full fiscal year as
achievable.  In addition to prudent expenditure management and
timely increases in rates and charges, passenger volumes have
increased steadily through November 2007, with total enplanements
up approximately 11% over the corresponding time period in 2006;
however, passenger traffic is still below originally forecast
levels.  Fitch views both the operational and financial
improvement cautiously, noting that expenses are expected to
increase in 2008 and without stable air service and related
enplanements, the ability of the airport to generate needed non-
airline revenues could be pressured.  The authority expects debt
service coverage in 2007 to be adequate, equal to 2.74x for the
senior bonds and 1.24X for total obligations.  Both coverage
levels exceed the required rate covenants of 1.25x for the senior
bonds and 1.1x for all debt.


TARRANT COUNTRY: Moody's Retains 'Ca' Rating on Revenue Bonds
-------------------------------------------------------------
Moody's Investor's Service affirmed the underlying Ca rating on
Tarrant County Housing Finance Corporation's Multifamily Housing
Revenue Bonds (Crossroads Apartment Project d/b/a The Brentwood
Apartments) Senior Series 2001A.  The senior series bonds continue
to be MBIA insured and carry a Aaa insured rating.  At this time
Moody's also affirms the C rating on the Subordinate Series 2001C
bonds.  The outlook on all tranches of debt has been changed to
stable from negative.

Legal security: Special obligation of the issuer.  Bonds are
secured by rental revenue and any funds pledged to bondholders
under the trust indenture.

Recent developments: Moody's has discussed the current physical
and financial health of the Brentwood property (formerly
Crossroads at Cooks Meadows) with MBIA.  MBIA and new property
management, Pacific West Management, have undertaken certain
physical improvements to the property, with other rehab projects
still underway.  As a result of these capital improvements, the
property has once again been certified by the local public housing
authority as acceptable housing for voucher holders.  According to
unaudited financial statements, revenue has improved somewhat in
2007, mainly from gains to occupancy.

                            Outlook

The outlook on the rating of the bonds is stable as the new
property management and MBIA work together to improve occupancy
levels at Crossroads.  Considering MBIA's current commitment to
the project, Moody's believes that the financial position of the
project will continue to be stable in the near term.


TELLURIDE ENT: Chap. 11 Case Converted To Ch. 7 Liquidation
-----------------------------------------------------------
The Honorable Karen Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida converted Telluride Enterprises LLC and
affiliate PBC Investments LLC's Chapter 11 bankruptcy cases into a
Chapter 7 liquidation proceeding, the Orlando Business Journal
reports.

In addition, the Journal says, Judge Jenneman gave the go signal
to ASTAR Falcon Finance I LLC, whom the Telluride owes $9.8
million, to proceed with foreclosing the Debtors' properties.

Based in Palm Bay, Florida, Telluride Enterprises, LLC and PBC
Investments, LLC filed for Chapter 11 protection on Oct. 11, 2007
(Bankr. M.D. Fla. Case No. 07-04920 and 07-04919).  Richard C.
Prosser, Esq., at Stichter, Riedel, Blain & Prosser P.A.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of $1 million to $100 million.


TENASKA OKLAHOMA: S&P Retains Rating Despite Unscheduled Outage
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Kiowa
Power Partners LLC (KPP BBB-/Stable/--) and Tenaska Oklahoma I
L.P. (TOILP; BB-/Stable/--) will remain unchanged despite an
unscheduled outage in Unit 2 (a GE 7FA gas turbine-generator) of
KPP's Power Block 2 (one of two 610 MW blocks consisting of two GE
7FA combustion units and a GE 100 MW steam turbine-generator).
During scheduled maintenance in November, cracks were found in the
R1 rotating blades of the compressor. Diagnosis concluded that
offsite repair was required and a replacement was installed to
minimize downtime.  Previous outages at Kiowa occurred in the
first quarter of 2005 (Power Block 1) and the third quarter of
2004 (Power Block 2).  The most recent outage affected the only
7FA turbine that was not replaced in 2005.

As a result, an unscheduled outage lasted for approximately three
and a half weeks, and the unit was returned to service in
December.  Standard & Poor's expects that debt service coverage
ratios (DSCRs) will fall to approximately 1.44x for the year,
based on KPP's estimate of the net effect of expenses and
availability penalties resulting from the outage.  Availability
penalties have a front-loaded structure and partial earn-back
should increase availability payments in early 2008 through the
end of the contract year under KPP's offtake agreement with Coral
Power LLC, a subsidiary of Coral Energy Holding L.P.  The lower
DSCRs will not restrict dividend payments to TOILP, which are
needed to service debt.  Standard & Poor's could revise the
outlook on KPP and TOILP to negative or lower ratings if continued
poor operating performance results in DSCRs significantly and
consistently below 1.50x, or if the net financial impact of the
outage proves to be greater than anticipated.


THOMAS MORLEY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Thomas A. Morley
        975 Ranch Road
        Copper Canyon, TX 76226

Bankruptcy Case No.: 08-40012

Chapter 11 Petition Date: January 2, 2008

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Robert T. DeMarco, Esq.
                  Boyd Veigel, P.C.
                  218 East Lousiana
                  P.O. Box 1179
                  McKinney, TX 75070
                  Tel: (972) 562-9700
                  Fax: (972) 208-4603

Estimated Assets: $1 Million to $10 Million

Estimated Debts:     $500,000 to $1 Million

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


TRUMP ENT: New Credit Facility Cues S&P to Remove "BB-" Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' bank loan
rating and '1' recovery rating on Trump Entertainment Resorts
Holdings L.P.'s $500 million credit facility.  This follows TER's
recent announcement that the company has entered into a new credit
facility with Beal Bank and Beal Bank Nevada.  In addition to
funding the construction of the new tower at the Trump Taj Mahal
Casino Resort, a portion of the proceeds from the new facility
will be used to repay all outstanding debt under the previously
existing credit facility.

Through the new credit facility, TER has addressed some of its
near-term liquidity challenges, principally through the
elimination of financial covenants in the new credit agreement.
In addition to the $393.25 million of borrowings under the new
facility, the company may also borrow up to $100 million under a
delayed-draw term loan provision.  While S&P expects the delayed-
draw term loan provision to provide TER with sufficient liquidity
through the end of 2008, after its expiration the company will
rely primarily on internally generated cash to meet its liquidity
needs unless it puts a revolving credit facility in place by that
time.  Therefore, as the year progresses and the expiration of the
delayed-draw term loan approaches, S&P will continue to evaluate
TER's liquidity position.

S&P expects that adequate funding is in place to complete
construction of the new tower at the Taj Mahal, as well as other
announced renovation-related spending projects.  Moreover, the
addition of 786 new hotel rooms--about half of which are planned
to open by Labor Day 2008--is expected to boost cash flow.
However, S&P's negative rating outlook on the company reflects
ongoing construction and ramp-up-related risks associated with the
new Taj Mahal tower, and concerns about the continuing competitive
operating environment in Atlantic City.

                           Ratings List

            Trump Entertainment Resorts Holdings L.P.

          Corporate Credit Rating      B/Negative/--
          Second-Lien Notes            B (Recov Rtg: 4)

                         Rating Withdrawn

            Trump Entertainment Resorts Holdings L.P.

                            To          From
                            --          ----

       Secured Loan         NR          BB- (Recov Rtg: 1)


VONAGE HOLDINGS: Inks Pact Implementing MOU on Sprint's Lawsuit
---------------------------------------------------------------
Vonage Holdings Corp. disclosed in a regulatory filing with the
Securities and Exchange Commission that on Dec. 28, 2007, it
entered into a settlement agreement with Sprint Communications
Company L.P., effective Oct. 27, 2007, to implement the terms of
a binding memorandum of understanding entered into by the parties
on Oct. 7, 2007.

                           Background

Pursuant to the terms of the MOU:

   On Oct. 19, 2007, the company paid Sprint the sum of
   $80 million.

   On Nov. 16, 2007, the parties filed a joint motion for
   dismissal with prejudice, dismissing all claims and
   counterclaims in the patent infringement lawsuit Sprint filed
   against the company in the United States District Court for
   the District of Kansas.

   On Nov. 19, 2007, the parties filed a joint motion for
   dismissal with prejudice, dismissing all claims and
   counterclaims against Sprint in the case of Digital Packet
   Licensing Inc. v. SBC Internet Services, Inc. et al., pending
   in the United States District Court for the Northern District
   of Texas, which alleged patent infringement against Sprint.

                         Cross-License

The agreement provides that the company will receive a non-
exclusive, fully paid, non-refundable, non-sublicensable, non-
transferable license in the United States to all of Sprint's
patents in its Voice over Packet patent portfolio in a field of
use covering:

   (i) voice over internet protocol services in which the user
       accesses the Company's VoIP network over a data connection;

  (ii) related network architectures; and

(iii) related customer equipment.

Sprint will obtain, pursuant to the terms of the agreement, a
license to all of the company's patents issued in the future for
VoP technology, which license will expire when Sprint's license
to the company or its successors is terminated.

                        Previous Settlement

The agreement provides that within 21 days of the execution of
the agreement, Sprint, at its option, may elect to accept the
terms and conditions of a settlement agreement that the company
entered into on Oct. 25, 2007, with Verizon Services Corp. in the
matter of Verizon Servs. Corp. v. Vonage Holdings Corp. et al.,
Case No. 06-0682, in the United States District Court for the
Eastern District of Virginia, as those terms and conditions are
reasonably conformed to Sprint's circumstances, in lieu of the
terms and conditions of the agreement.  However, Sprint will not
be entitled to the financial terms of the Verizon Agreement for
any funds paid to Verizon after the one-year period following the
execution of the agreement.

                         Transferability

The agreement includes certain restrictions on the transferability
of the license granted by Sprint to the company.  If the company
is acquired by AT&T or Verizon or any successor, then the
acquiring company will only obtain a license for a portion of
Sprint's VoP patent portfolio, which would include those patents
that were the subject of the company's litigation with Sprint.

Furthermore, the license to any telecom company would only cover
the company's existing customer base and would terminate if the
telecom company asserts any patent infringement claim against
Sprint, its affiliates or certain Sprint strategic partners.

If the company is acquired by an entity that is not a telecom
company, then the acquiring company would obtain a license for all
of the Sprint patents within its VoP portfolio for its existing
customer base as adjusted for the company's historical growth
rate.

However, if the acquiring company is an entity that has less than
10% of the company's VoP customers falling within the field of
use at the time of acquisition, the license would cover the entire
customer base of the combined entity.  Unless Sprint has first
filed a patent infringement suit against the acquiring company,
the acquiring company's license terminates if it or any affiliated
entity asserts a patent infringement action against Sprint, its
affiliates and certain Sprint strategic partners.

The agreement contains additional restrictions on transfer,
including restrictions on subsequent transfers by acquiring
parties and transfers to parties against whom Sprint has filed a
patent infringement suit.

                       Covenant Not to Sue

Pursuant to the terms of the agreement, each party agreed not
to assert infringement claims against the other party for any
party's current commercial business activities as of the date of
the agreement or previously provided commercial business
activities.

The company also agreed not to assert any other infringement
action against Sprint unless Sprint first files a patent
infringement claim against the company for activities not licensed
or not covered by the agreement.  The covenants not to sue are
non-transferable.

The agreement terminates on May 5, 2014.

                          About Vonage

Headquartered in Holmdel, New Jersey, Vonage Holdings Corp.
(NYSE:VG) -- http://www.vonage.com/-- provides broadband
telephone services with over 1.4 million subscriber lines as of
February 8, 2006.  Utilizing its voice over Internet protocol
technology platform, the company offers feature-rich, low-cost
communications services with a call quality comparable to
traditional telephone services.  While customers in the United
States represent over 95% of its subscriber lines, Vonage
continues to expand internationally, having launched its service
in Canada in November 2004, and in the United Kingdom in May
2005.

                          *     *     *

At Sept. 30, 2007, Vonage Holdings Corp.'s consolidated balance
sheet showed $665.8 million in total assets and $728.7 million
in total liabilities, resulting in a $62.9 million total
shareholders' deficit.


VYTERIS INC: Sept. 30 Balance Sheet Upside-Down by $16.3 Million
----------------------------------------------------------------
Vyteris Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $9.8 million in total assets, $26.1 million in total
liabilities, and $16.3 million in total stockholders' equity.

The company reported a net loss of $39.6 million on total revenues
of $787,383 for the third quarter ended Sept. 30, 2007, compared
with a net loss of $4.2 million on total revenues of $604,719 in
the same period last year.

Revenues for the three-month period ended Sept. 30, 2007, were
primarily derived from reimbursement of product development costs
with Ferring.  Revenues in the comparable period in the prior year
were principally derived from reimbursement of costs under the
same development and marketing agreement.

Total costs and expenses increased to $29.3 million during the
three months ended Sept. 30, 2007, from $3.8 million in the same
period last year.  The bulk of the increase was due to increases
in general and administrative, sales and marketing, as well as
a non-cash warrant expense of $17.1 million during the three
months ended Sept. 30, 2007, compared to $-0- in 2006,
representing the estimated fair value of the 10,500,000 warrants
issued to financial consultants.

                            Liquidity

At Sept. 30, 2007, the company had $6.2 million in cash and cash
equivalents.  In 2007, the company raised a total of
$22.9 million.  Net proceeds were $20.5 million, with finder's
fees and other legal costs of $2.4 million recorded as a reduction
of equity as a cost of the transaction.  The company also borrowed
$400,000 from Spencer Trask Specialty Group LLC in the first
quarter of 2007 pursuant to a senior secured promissory note.

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?26be

                       Going Concern Doubt

Amper, Politziner & Mattia P.C., in Edison, N. J., expressed
substantial doubt about Vyteris Holdings (Nevada) Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2006.  The auditing firm pointed to the company's recurring losses
and dependence upon outside financing to fund operations.

                        About Vyteris Inc.

Based in Fair Lawn, N.J., Vyteris Inc. (OTC BB: VYHN.OB) --
http://www.vyteris.com/-- fka. Vyteris Holdings (Nevada) Inc.,
has developed and produced the first FDA - approved electronically
controlled transdermal drug delivery system that delivers drugs
through the skin comfortably, without needles.  This platform
technology can be used to administer certain therapeutics either
directly to the skin or into the bloodstream.  In January 2005,
Vyteris Inc. received approval from the United States Food and
Drug Administration for its manufacturing facility and processes
for LidoSite.  Vyteris Inc. holds over 60 U.S. patents relating to
the delivery of drugs across the skin using a mild electric
current and operates in one business segment.


WARNER CHILCOTT: Good Financial Profile Cues S&P's Pos. Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
specialty drug manufacturer Warner Chilcott Corp. to positive from
stable.  The ratings, including B+ corporate credit rating, were
affirmed.  "The outlook revision on the company reflects its solid
operational track record and improving financial profile over the
past two years," said Standard & Poor's credit analyst Arthur
Wong.

Mr. Wong added, "While a number of Warner's products face possible
generic competition in the near term, the company's ability to
successfully navigate product line extensions and make smart
acquisitions provide us with comfort that management will be able
to refresh its portfolio effectively.  In addition, the company's
diverse, high-margin product portfolio and the complexity of its
vulnerable franchises mitigates this risk, and should continue to
provide a healthy cash flow stream."


WEEKS STREET: Section 341(a) Meeting Scheduled for January 16
-------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Weeks
Street LLC's creditors on Jan. 16, 2008, at 11:30 a.m., at the
U.S. Trustee's Office, 280 South First Street, Room 268, in San
Jose, California.

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

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

Weeks Street LLC filed for Chapter 11 protection on Dec. 13, 2007
(Bankr. N.D. Calif. Case No. 07-54183).  Stanley A. Zlotoff, Esq.
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


WELLS FARGO: Fitch Affirms Ratings on 49 Certificate Classes
------------------------------------------------------------
Fitch Ratings has affirmed 49, downgraded 2 and placed 5 RMBS
Classes on Rating Watch Negative of these Wells Fargo Mortgage
Backed Securities pass-through certificates:

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

Wells Fargo 2004-7
  -- Class A affirmed at 'AAA'.

Wells Fargo 2004-8
  -- Class A affirmed at 'AAA'.

Wells Fargo 2006-15
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 rated 'BB', is placed on Rating Watch Negative;
  -- Class B-5 downgraded to 'CCC/DR2' from 'B'.

Wells Fargo 2006-16
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Wells Fargo 2006-18
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 rated 'B', is placed on Rating Watch Negative.

Wells Fargo 2006-19
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Wells Fargo 2006-20
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Wells Fargo 2006-AR18 Group 1
  -- Class I-A affirmed at 'AAA';
  -- Class I-B-1 affirmed at 'AA';
  -- Class I-B-2 affirmed at 'A';
  -- Class I-B-3 affirmed at 'BBB';
  -- Class I-B-4 affirmed at 'BB';
  -- Class I-B-5 rated 'B', placed on Rating Watch Negative.

Wells Fargo 2006-AR18 Group 2
  -- Class II-A affirmed at 'AAA';
  -- Class II-B-1 affirmed at 'AA';
  -- Class II-B-2 affirmed at 'A';
  -- Class II-B-3 affirmed at 'BBB';
  -- Class II-B-4 rated 'BB', is placed on Rating Watch Negative;
  -- Class II-B-5 downgraded to 'CCC/DR2' from 'B'.

Wells Fargo 2006-AR19
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 rated 'B', is placed on Rating Watch Negative.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $8.87 billion of outstanding certificates.  The
downgrades affect approximately $5.63 million of the outstanding
certificates.  The placement on Rating Watch Negative of certain
classes affects approximately
$12.96 million of outstanding certificates.

The negative rating actions reflect deterioration in the
relationship between CE and future loss expectations.  As of the
November 2007 distribution date, for the 2006-15, 2006-18, 2006-
AR18 Group 1, 2006-AR18 Group 2, and 2006-AR19 transactions,
approximately 0.44%, 0.23%, 0.63%, 0.85% and 0.47%, respectively,
are more than 60 days delinquent with no losses to date.

All the transactions are seasoned between 12 (2006-18, 2006-19,
2006-20 and 2006-AR19) and 43 (2006-1, 2006-2, 2006-3, 2006-AR2
and 2006-AR3) months.  The pool factors (current principal balance
as a percentage of original) range approximately from 62% (2004-4)
to 94% (2006-19).

The underlying collateral for Wells Fargo Asset Securities Corp.
transactions consists of prime adjustable-rate mortgage loans
secured primarily by one- to four-family residential properties.
All of the mortgage loans were generally originated in conformity
with underwriting standards of Wells Fargo Home Mortgage, Inc.

Wells Fargo Bank, N.A., rated 'RMS1' by Fitch, is the master
servicer for all of the above transactions.


WELLS FARGO: Fitch Holds 'CCC' Rating on Class B-5 Loan
-------------------------------------------------------
Fitch Ratings has taken rating actions on these three Wells Fargo
Alternative Loan Trust pass-through certificates:

Wells Fargo Alt 2002-1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AA';
  -- Class B-3 affirmed at 'A';
  -- Class B-4 affirmed at 'BB-';
  -- Class B-5 affirmed at 'CCC/DR3'.

Wells Fargo Alt 2003-1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB-';
  -- Class B-5 remains at 'CC/DR4'.

Wells Fargo Alt 2005-1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 rated 'B', is placed on Rating Watch Negative.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $233.7 billion of outstanding certificates.

The assignment of Rating Watch Negative to the B-5 class of 2005-1
affects $621,912 of outstanding certificates and reflects
deterioration in the relationship between CE and future loss
expectations.  As of the November 2007 distribution date,
approximately 3.83 % of the pool is more than sixty days
delinquent with 0.02% losses to date for the Alt 2005-1
transaction.

As of the November distribution date, the transactions are
seasoned 63, 51 and 33 months for Alt 2002-1, Alt 2003-1 and Alt
2005-1, respectively.  The pool factors are approximately 7%, 38%
and 60% for Alt 2002-1, Alt 2003-1 and Alt 2005-1, respectively.

The underlying collateral for Wells Fargo Asset Securities Corp.
transactions consists of conventional, fixed interest rate,
monthly pay, fully amortizing, one- to four-family, residential
first mortgage loans.  All of the mortgage loans were generally
originated in conformity with underwriting standards of Wells
Fargo Home Mortgage, Inc.

Wells Fargo Bank, N.A., rated 'RMS1' by Fitch, is the master
servicer for all of the above transactions.


WHEELING-PITTSBURGH: Posts $56.5 Million Net Loss in 3rd Quarter
----------------------------------------------------------------
Wheeling-Pittsburgh Corp. reported a net loss of $56.5 million in
the third quarter ended Sept. 30, 2007, compared with net income
of $17.4 million in the same period last year.

Net sales for the third quarter of 2007 totaled $393.0 million as
compared to net sales of $482.7 million for the third quarter of
2006.

Net sales for the third quarter of 2007 included $5.6 million from
the sale of excess raw materials and net sales for the third
quarter of 2006 included $15.7 million from the sale of coke to
the company's joint venture partner.  Net sales of steel products
for the third quarter of 2007 totaled $387.4 million on steel
shipments of 557,809 tons, or $695 per ton.  Net sales of steel
products for the third quarter of 2006 totaled $467.0 million on
steel shipments of 609,730 tons, or $766 per ton.

Cost of sales for the third quarter of 2007 totaled $409.6 million
as compared to cost of sales of $427.4 million for the third
quarter of 2006.  Cost of sales for the third quarter of 2007
included the cost of excess raw materials sold of $6.1 million and
cost of sales for the third quarter of 2006 included the cost of
coke sold of $14.1 million.

Depreciation expense for the third quarter of 2007 amounted to
$10.0 million as compared to $9.3 million for the third quarter of
2006.

Selling, general and administrative expense for the third quarter
of 2007 amounted to $18.9 million as compared to $20.8 million for
the third quarter of 2006.  Selling, general and administrative
costs decreased principally due to a decrease in real and personal
property taxes resulting from changes in local tax law and the
deconsolidation of MSC.

Interest expense for the third quarter of 2007 amounted to
$10.9 million as compared to $6.8 million for the third quarter of
2006.  Average indebtedness outstanding for the third quarter of
2007 approximated $467.6 million as compared to $398.6 million for
the third quarter of 2006, and the average rate of interest on all
debt outstanding approximated 7.7% during the third quarter of
2007 as compared to 6.8% during the third quarter of 2006.

Other loss for the third quarter of 2007 totaled $104,000 as
compared to other income of $4.7 million for the third quarter of
2006.  Other income consists primarily of equity earnings from
affiliates and interest and other income.

A provision for income taxes of $196,000 was provided during the
third quarter of 2007 resulting from a return-to-accrual
adjustment related to the year ended December 31, 2006.
Otherwise, no benefit for income taxes was provided during the
third quarter of 2007 as it was not more likely than not that the
tax benefit associated with the losses incurred would result in a
reduction of future income taxes payable.  The provision for
income taxes for the third quarter of 2006 totaled $6.3 million.

As of Jan. 1, 2007, the accounts of Mountain State Carbon LLC were
no longer included in the company's consolidated financial
statements.  As a result, no minority interest was recorded during
the third quarter of 2007.  The minority interest in the loss of
MSC for the third quarter of 2006 totaled $472,000.

                 Liquidity and Capital Resources

At Sept. 30, 2007, the company had liquidity and capital resources
of $38.6 million, consisting of cash and cash equivalents of
$10.4 million and $28.2 million of availability under its amended
and restated $225.0 million revolving credit facility.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.03 billion in total assets, $889.4 million in total
liabilities, and $137.5 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?26ce

                      Going Concern Doubt

PricewaterhouseCoopers LLP, in Pittsburgh, expressed substantial
doubt about Wheeling Pittsburgh Corp.'s ability to continue as a
going concern on Aug. 9, 2007, in its report on the consolidated
financial statements included it the company's 10K/A for the year
ended Dec. 31, 2006.  The auditing firm reported that the company
has suffered losses from operations and had negative operating
cash flows in the first half of 2007.

                    About Wheeling-Pittsburgh

Headquartered in Wheeling, West Virginia, Wheeling-Pittsburgh
Corp. (NasdaqGM: WPSC) -- http://www.wpsc.com/-- through
Wheeling-Pittsburgh Steel Corp., its wholly-owned principal
operating subsidiary, produces flat rolled steel products for
converters and processors and steel service centers, and the
construction, agriculture and container industries.  In addition,
the company produces hot rolled steel products.

On Nov. 27, 2007, the company consummated its business combination
with Esmark Steel Service Group Inc.  As a result of mergers in
which they were the surviving corporations, ESSG and the company
became wholly owned subsidiaries of Esmark Incorporated.


YRC WORLDWIDE: Declining Credit Profile Cues Fitch's Rating Cut
---------------------------------------------------------------
Fitch Ratings has downgraded its ratings on YRC Worldwide Inc.
and its Roadway LLC and USF Corp. subsidiaries:

YRC Worldwide Inc.

  -- Issuer Default Rating to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BB+' from 'BBB-';
  -- Senior unsecured credit facilities to 'BB+' from 'BBB-'.

Roadway LLC

  -- IDR to 'BB+' from 'BBB-';
  -- Senor unsecured to 'BB+' from 'BBB-'.

USF Corp.

  -- IDR to 'BB+' from 'BBB-';
  -- Senior unsecured to 'BB+' from 'BBB-'.

Fitch's ratings apply to approximately $1.2 billion in
consolidated unsecured debt and a $950 million unsecured revolving
credit facility.  The Rating Outlook is Negative.

The ratings for YRCW, along with its Roadway and USF subsidiaries,
reflect the meaningful decline in the company's credit profile as
the U.S. trucking market continues to experience very weak market
conditions.  Fitch's Jan. 2, 2008 announcement that the company
will be taking a $650 million to $750 million after-tax impairment
charge to write down the value of goodwill and other intangible
assets recorded in conjunction with the USF acquisition, along
with writedowns of the fair values of the USF and Roadway trade
names, heightens concern that future financial performance of
these operating units will not meet prior projections.  Although
the ratings of trucking issuers incorporate an anticipation of
some volatility in credit metrics as the strength of the U.S.
economy changes, Fitch now expects that YRCW's credit profile will
remain inconsistent with its prior 'BBB-' IDR over a prolonged
period.

The U.S. less-than-truckload market environment has weakened
considerably in the past year and a half, as declining volumes
have combined with industry overcapacity to put heavy pressure on
pricing.  In the face of this market weakness, YRCW has not
experienced the same level of unit pricing decline as some
competitors.  However, volumes in both the National Transportation
and Regional Transportation segments have weakened considerably,
and Fitch expects the company's near-term financial performance to
fall short of earlier expectations.

With a relatively high fixed-cost structure, YRCW and its LTL
peers are particularly sensitive to volume volatility, and the
negative margin effect of this operating leverage in a declining
demand environment can be seen in YRCW's operating ratio, which
increased to 96.4% in the third quarter of 2007 versus 93.1% in
the prior year period.  The company has made progress on a set of
initiatives to improve annual operating earnings by $100 million,
but weaker than expected revenue driven by a long period of
weakness in the U.S. economy could offset a significant portion of
this benefit over the near term.

Although YRCW's cash on-hand is expected to decline, liquidity
will likely be sufficient to meet near-term obligations.  In
August, YRCW entered into new credit facilities consisting of a
$950 million revolver and a $150 million term loan.  In December
2007, proceeds from the term loan were used to prepay YRCW's $150
million floating-rate notes that would have come due in May.  In
addition to entering into the new credit facilities, YRCW
simultaneously upsized its asset-backed securitization facility by
$50 million to a total of
$700 million, further increasing liquidity.  The ABS facility is
secured by receivables of the Yellow Transportation, Roadway
Express, USF Holland and USF Reddaway operating units.  As of
Sept. 30, 2007, the revolver had $479 million of availability
after drawn amounts and outstanding letters of credit.  At the
same time, the ABS facility had $189 million in availability after
drawn amounts and facility usage for YRCW's captive insurance
company.

The Negative Rating Outlook reflects Fitch's concerns that ongoing
weakness in the U.S. economy could put added pressure on YRCW's
near-term financial performance and drive further declines in the
company's credit metrics.  In particular, slowness in the U.S.
manufacturing, residential construction and retail industries will
contribute to weak freight demand, potentially through 2008.
Should YRCW be forced to increase leverage significantly to fund
working capital requirements or take other actions that have a
material negative effect on the company's credit profile, Fitch
may downgrade the ratings further.


* Ontario Gets Series of Tax Breaks Beginning January 1
-------------------------------------------------------
The McGuinty government is strengthening Ontario's economic
advantage by providing a series of tax breaks for businesses that
took effect Jan. 1, 2008.

In the 2007 Economic Outlook and Fiscal Review, the government
proposed new tax initiatives that would provide $1.1 billion in
provincial tax relief for businesses over three years.

The measures would further enhance Ontario's tax competitiveness
and stimulate growth through increased investment and job
creation.

"Although the economy has proven to be resilient, the McGuinty
government recognized the need for immediate tax relief in some
sectors.  Areas, such as manufacturing, forestry, agriculture and
tourism, face serious challenges," said Finance Minister Dwight
Duncan.  "To support these sectors and all of Ontario's
businesses, we've proposed a number of tax breaks - some are
retroactive to January 2007 while others will begin in the New
Year."

Tax breaks include:

   -- eliminating the Capital Tax for businesses primarily engaged
      in manufacturing and resource activities;

   -- increasing the Ontario Film and Television Tax Credit rate
      to 35% from 30%; and

   -- increasing the Ontario Production Services Tax Credit rate
      to 25% from 18%.

Some of the proposed tax reductions are retroactive to Jan. 1,
2007, including:

   -- providing a 21-per-cent Capital Tax rate cut for all
      businesses, on the way to full elimination in 2010; and

   -- increasing the small business deduction threshold to
      $500,000 from $400,000.

The government is also proposing to extend by one year the phase-
out of the provincial tax credit for investments in Labor
Sponsored Investment Funds, to the end of the 2011 tax year.  The
maximum investment amount would increase to $7,500 from $5,000
beginning in the 2007 tax year, providing about $38 million in
additional financial assistance over three years.

"The people of Ontario are counting on us to move Ontario forward
- and that is what we are doing," said Duncan. "Our government has
recognized the needs of our business sector, and we've taken
action to continue our province's economic success."


* Patrick J. Trostle Joins Jenner & Block-New York as Partner
-------------------------------------------------------------
Patrick J. Trostle has joined Jenner & Block LLP as partner in the
firm's New York office.  Previously a partner in a major
international law firm, Mr. Trostle brings with him more than 14
years' experience in high-profile workout and restructuring
matters, representing institutional parties in complex
chapter 11 reorganizations and international insolvency cases.

"Patrick's depth and experience dealing with bankruptcy matters
will be a tremendous asset to the Firm and to our clients," Daniel
R. Murray, chair of the firm's bankruptcy, workout and corporate
reorganization practice, said.  "We are delighted that he is
joining our growing practice."

Mr. Trostle has represented creditors and debtors in complex
restructurings both in and out of court.  He has served as counsel
to numerous secured creditors, including the DIP lenders in the
Levitz and Heating Oil Partners chapter 11 cases and the
prepetition lenders in the Tweeter and Enesco
chapter 11s.

Mr. Trostle has also represented official unsecured creditors'
committees, including those in the NRG Energy and Loewen chapter
11 cases.  He has represented numerous ad hoc creditors'
committees, including bondholders in the Cenargo and Teleglobe
cross-border cases and aircraft creditors in the Northwest
Airlines and Atlas Air chapter 11 cases.

Among Mr. Trostle's debtor representations are NII Holdings in its
chapter 11 case and Comdisco as special foreign counsel in
its chapter 11.  Mr. Trostle was appellate counsel in several
bankruptcy-related cases before the United States Supreme Court,
including NextWave and Hen House, and he was a member of the
appellate team that represented E. Pierce Marshall in the Anna
Nicole Smith bankruptcy case.

Mr. Trostle was recently a partner at Bingham McCutchen.  He was
an associate at Paul, Weiss, Rifkind, Wharton & Garrison, and he
served as a law clerk for the United States Bankruptcy Court in
the Southern District of New York.

Mr. Trostle earned his law degree from Vermont Law School in 1992
and his B.A. with honors from Trinity College in 1989. He also
attended the University of Oxford.

                     About Jenner & Block

Jenner & Block LLP -- http://www.jenner.com/-- has a substantial
transactional and corporate practice, which focuses on mergers and
acquisitions, securities, finance, private equity, real estate,
tax, environmental, insurance, commercial law, technology,
intellectual property, bankruptcy and reorganization, labor and
employment, executive compensation, government contacts, health
care and associations.  Founded in 1914, Jenner & Block has more
than 460 attorneys located in Chicago, Dallas, New York and
Washington, DC.


* Fitch Identifies 11 US CMBS Transactions Exposed to Centro
------------------------------------------------------------
Fitch Ratings has identified these eleven U.S. CMBS transactions
as having exposure to Centro NP:

--GE 2005-C2;
--JPM 2004-CB9;
--JPM 2004-PNC1;
--JPM 2006-CIBC17;
--JPM 2006-LDP7;
--JPM 2006-LDP9;
--JPM 2007-CB20;
--JPM 2007-LDP10;
--MLCFC 2006-1;
--MLMT 2004-MKB1;
--MLMT 2006-C1.

Fitch downgraded Centro to 'CCC' and kept its ratings on Rating
Watch Negative on Dec. 19, 2007 as a result of ongoing concerns
surrounding the ability of the company to refinance over
$2.3 billion of indebtedness by Feb. 15, 2008.  This indebtedness
is separate from the 13 loans in 11 Fitch rated U.S. CMBS
transactions.

Fitch will closely monitor the performance of the Centro-related
loans in Fitch rated U.S. CMBS transactions.  All of the loans are
fixed rate, interest only and backed by portfolios of retail
properties.  The loans remain current and have scheduled
maturities from November 2008 through November 2016.  The first
scheduled maturity occurs in the MLMT 2004-MKB1 transaction and
represents 8.2% of the outstanding transaction balance.  The loans
in each transaction are held by bankruptcy remote single purpose
entities mitigating the potential risk of bankruptcy
consolidation.

Fitch's ratings on the above U.S. CMBS transactions in question is
based on the performance of the underlying collateral and not the
financial strength of the borrower, as such Fitch does not expect
any potential rating changes as a result of the Centro NP
downgrade.


* Losses and Delinquencies Cues S&P's Rating Cuts on 16 Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes of U.S. residential mortgage-backed securities from 10
transactions backed by prime jumbo mortgage collateral.  At the
same time, S&P removed one of the 16 lowered ratings from
CreditWatch with negative implications.  Additionally, S&P
affirmed its ratings on 150 classes from various transactions,
including those with lowered ratings.  Lastly, one rating remains
on CreditWatch negative.

The lowered ratings are based on the negative relationship between
recent realized losses and the level of delinquencies in each
transaction's delinquency pipeline over the past six months.

Cumulative losses in these transactions range from 0.00% to 4.07%
of the original pool balances.  Severe delinquencies (90-plus
days, foreclosure, and REOs) range from 0.00% to 11.42% of the
current pool balances.

Standard & Poor's removed one rating from CreditWatch negative
because S&P lowered it to 'CCC'.  The rating affirmations are
based on credit support percentages that are sufficient to
maintain the current ratings on the securities.  Subordination
provides credit support for these transactions.

The collateral backing these transactions consists of prime jumbo,
first-lien mortgage loans secured by one- to four- family
residential properties.

                         Ratings Lowered

                                                      Rating
                                                      ------

          Issuer                             Class   To    From
          ------                             -----   --    ----

Bear Stearns ARM Trust 2001-4                B-2     A     AA+
Bear Stearns ARM Trust 2001-4                B-3     CCC   B
Bear Stearns ARM Trust 2004-8                I-B-5   CCC   B
Bear Stearns ARM Trust 2004-8                II-B-4  B     BB
GMACM Mortgage Loan Trust 2003-J5            B-2     D     B
GreenPoint Mortgage Securities Inc. 2003-1   B-2     D     CCC
IndyMac INDX Mortgage Loan Trust 2004-AR4    B-4     B     BB
IndyMac INDX Mortgage Loan Trust 2004-AR4    B-5     CCC   B
MASTR Adjustable Rate Mortgages Trust 2004-1 B-4     B     BB
MASTR Adjustable Rate Mortgages Trust 2004-1 B-5     CCC   B
Mortgage Pass-Through Trust 2004-HYB3        B-4     CCC   B
Structured Asset Securities Corporation
  Assistance Loan Trust 2003-AL2             B5      D     CCC
Structured Asset Securities Corp.
  Series 2004-18H                            B4      B     BB
Washington Mutual MSC Mortgage Pass-Through
  Certificates Series 2004-RA4 Trust         C-B-2   BB    BBB
Washington Mutual MSC Mortgage Pass-Through
  Certificates Series 2004-RA4 Trust         C-B-3   CCC   B

          Rating Lowered and Removed from CreditWatch

                                              Rating
                                              ------

         Issuer                     Class   To    From
         ------                     -----   --    ----

CSFB Mortgage Backed Trust
  Series 2004-1                     D-B-5   CCC   B-/Watch Neg

                Ratings Remaining on CreditWatch

               GreenPoint Mortgage Securities Inc.
            Mortgage-backed pass-through certificates

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

              2003-1       B-1            B/Watch Neg

                         Ratings Affirmed

                  Banc of America Funding Trust
               Mortgage pass-through certificates

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

    2002-1    A-1, A-5, A-WIO, A-PO, B-1, B-2, B-3   AAA

                       Bear Stearns ARM Trust
                 Mortgage pass-through certificates

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

     2001-4    I-A, II-A, B-1                        AAA
     2004-8    I-1-A-1, I-1-A-2, I-1-A-3, I-2-A-1    AAA
     2004-8    I-3-A-1, I-4-A-1                      AAA
     2004-8    II-A-1                                AAA
     2004-8    I-B-1                                 AA+
     2004-8    I-B-2                                 A+
     2004-8    I-B-3                                 BBB
     2004-8    I-B-4                                 BB
     2004-8    II-B-1                                AA
     2004-8    II-B-2                                A
     2004-8    II-B-3                                BBB
     2004-8    II-B-5                                CCC

     Credit Suisse First Boston Mortgage Securities Corp.
          Mortgage-backed pass-through certificates

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

    2002-30   I-A-1, I-P, I-X, II-A-3, II-A-5, II-P   AAA
    2002-30   II-X, D-B-1                             AAA
    2002-30   D-B-2                                   AA+
    2002-30   D-B-3                                   BBB-

                    CSFB Mortgage Backed Trust
          Mortgage-backed pass-through certificates

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

    2004-1    I-A-1, I-A-2, I-A-3, II-A-1,           AAA
    2004-1    II-A-2, III-A-1, IV-A-1, V-A-1, I-P    AAA
    2004-1    D-P-I, D-P-2, I-X, D-X-1, D-X-2        AAA
    2004-1    D-B-1                                  AA+
    2004-1    D-B-2                                  AA-
    2004-1    D-B-3                                  A-
    2004-1    D-B-4                                  BB

                GMACM Mortgage Loan Trust 2003-J5
                Mortgage pass-through certificates
           Series      Class                   Rating
           ------      -----                   ------

           2003-J5     A-1, A-2, A-3, IO       AAA
           2003-J5     M-1                     AA
           2003-J5     M-2                     A
           2003-J5     M-3                     BBB
           2003-J5     B-1                     BB

              GreenPoint Mortgage Securities Inc.
           Mortgage-backed pass-through certificates

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

               2003-1        A-1          AAA
               2003-1        M-1          AA
               2003-1        M-2          A
               2003-1        M-3          BBB

                IndyMac INDX Mortgage Loan Trust
               Mortgage pass-through certificates

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

          2004-AR4     1-A, 2-A, 3-A, A-R       AAA
          2004-AR4     B-1                      AA
          2004-AR4     B-2                      A
          2004-AR4     B-3                      BBB

              MASTR Adjustable Rate Mortgages Trust
                Mortgage pass-through certificates

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

  2004-1    1-A-1, 2-A-1, 2-A-X, 3-A-1, 3-A-2, 3-A-3   AAA
  2004-1    3-A-X, 4-A-1, 4-A-2, 4-A-X, 5-A-1, 5-A-X   AAA
  2004-1    6-A-1                                      AAA
  2004-1    B-1, B-1-X                                 AA+
  2004-1    B-2                                        AA-
  2004-1    B-3                                        BBB+

                    Mortgage Pass-Through Trust
                 Mortgage pass-through certificates

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

               2004-HYB3     1A, 2-A, 3-A     AAA
               2004-HYB3     M                AA
               2004-HYB3     B-1              A
               2004-HYB3     B-2              BBB
               2004-HYB3     B-3              BB

                 Structured Asset Securities Corp.
                Mortgage pass-through certificates

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

  2002-21A  1-A1,1-A3, 2-A1, 2-A2, 4-A1, 4-A2, 5-A1    AAA
  2002-21A  B1-I, B1-I-X, B1-II                        AA+
  2002-21A  B2-I, B2-I-X, B2-II                        AA
  2002-21A  B3                                         A+
  2004-18H  A-3, A-4, A-5, A-IO1, A-IO2                AAA
  2004-18H  B1                                         AA
  2004-18H  B2                                         A
  2004-18H  B3                                         BBB
  2004-18H  B5                                         CCC

    Structured Asset Securities Corp. Assistance Loan Trust
                     Asset-Backed Securities

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

           2003-AL2        A, APO, AIO         AAA
           2003-AL2        B1                  AA
           2003-AL2        B2                  A
           2003-AL2        B3                  BBB
           2003-AL2        B4                  BB

          Washington Mutual MSC Mortgage Pass-Through
                    Certificates Series Trust
               Mortgage pass-through certificates

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

    2004-RA4  1-A, II-A, III-A, C-X, I-P, A-P, R    AAA
    2004-RA4  C-B-1                                 AA
    2004-RA4  C-B-4                                 CCC


* S&P Cuts 89 Tranches' Ratings from 22 U.S. Cash Flow and CDOs
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 89
tranches from 22 U.S. cash flow and hybrid collateralized debt
obligation (CDO) transactions and placed its ratings on seven
other tranches on CreditWatch with negative implications.  The
downgraded tranches have a total issuance amount of
$3.683 billion.  At the same time, S&P affirmed its ratings on
another 53 tranches from these transactions.  All of the
downgraded tranches come from mezzanine structured finance CDO of
asset-backed securities, high-grade SF CDO of ABS, or CDO of CDO
transactions collateralized either directly or indirectly by U.S.
residential mortgage-backed securities.  The ratings on 34 of the
downgraded tranches remain on CreditWatch with negative
implications, indicating a significant likelihood of further
downgrades.

To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches,  S&P
has lowered its ratings on 1,180 tranches from 378 U.S. cash flow,
hybrid, and synthetic CDO transactions as a result of stress in
the U.S. residential mortgage market and credit deterioration of
U.S. RMBS.  In addition, 666 ratings from 155
transactions are currently on CreditWatch negative for the same
reasons.  In all, the affected tranches represent an issuance
amount of $70.912 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 U.S. RMBS assets and CDOs.

                 Rating and CreditWatch Actions

                                       Rating
                                       ------

Transaction          Class       To              From
-----------          -----       --              ----
888 Tactical Fund
Ltd.                 A2          AA+/Watch Neg   AAA/Watch Neg
888 Tactical Fund
Ltd.                 A3          BBB+/Watch Neg  AAA/Watch Neg
888 Tactical Fund
Ltd.                 A4          BB-/Watch Neg   AA/Watch Neg
888 Tactical Fund
Ltd.                 B           CC              A/Watch Neg
888 Tactical Fund
Ltd.                 C           CC              BBB/Watch Neg
ACA ABS 2007-3
Ltd.                 A-1LA       A-/Watch Neg    AAA/Watch Neg
ACA ABS 2007-3
Ltd.                 A-1LB       CCC/Watch Neg   AA/Watch Neg
ACA ABS 2007-3
Ltd.                 A-2L        CC              A+/Watch Neg
ACA ABS 2007-3
Ltd.                 A-3L        CC              A-/Watch Neg
ACA ABS 2007-3
Ltd.                 A-4L        CC              BBB+/WatchNeg
Belle Haven ABS
CDO 2005-1 Ltd.      A-2         AAA/Watch Neg   AAA
Belle Haven ABS
CDO 2005-1 Ltd.      B           AA/Watch Neg    AA
Belle Haven ABS
CDO 2005-1 Ltd.      C           A/Watch Neg     A
Belle Haven ABS
CDO 2005-1 Ltd.      D-1         BB+/Watch Neg   BBB/Watch Neg
Belle Haven ABS
CDO 2005-1 Ltd.      D-2         BB+/Watch Neg   BBB/Watch Neg
Class V Funding
III Ltd.             A-2         A+/Watch Neg    AAA/Watch Neg
Class V Funding
III Ltd.             A-3         BBB-/Watch Neg  AAA/Watch Neg
Class V Funding
III Ltd.             A-4         B/Watch Neg     AA/Watch Neg
Class V Funding
III Ltd.             B           CCC-/Watch Neg  A/Watch Neg
Class V Funding
III Ltd.             C           CC              BBB/Watch Neg
Class V Funding
III Ltd.             Q com nts   CC              BBB-/WatchNeg
Duke Funding IX
Ltd.                 B           BBB-/Watch Neg  BBB/Watch Neg
E*Trade ABS CDO
IV Ltd.              A-1B-2      AAA/Watch Neg   AAA
E*Trade ABS CDO
IV Ltd.              A-2         AA+/Watch Neg   AAA
E*Trade ABS CDO
IV Ltd.              B           BBB-/Watch Neg  AA/Watch Neg
E*Trade ABS CDO
IV Ltd.              C           CCC-/Watch Neg  BBB/Watch Neg
E*Trade ABS CDO
IV Ltd.              D           CC              BB+/Watch Neg
E*Trade ABS CDO
IV Ltd.              Pref shrs   CC              B/Watch Neg
Fourth Street
Fndg Ltd.            A-3         AA+             AAA
Fourth Street
Fndg Ltd.            B           A+              AA
Fourth Street
Fndg Ltd.            C           BBB+            AA-/Watch Neg
Fourth Street
Fndg Ltd.            D           BBB-            A/Watch Neg
Fourth Street
Fndg Ltd.            E           B               BBB/Watch Neg
Fourth Street
Fndg Ltd.            F           CCC             BBB-/WatchNeg
Grand Avenue
CDO III Ltd.         B           AA-             AA/Watch Neg
Grand Avenue
CDO III Ltd.         C-1         A-              A/Watch Neg
Grand Avenue
CDO III Ltd.         C-2         BBB+            A-/Watch Neg
Grand Avenue
CDO III Ltd.         D           BBB-            BBB/Watch Neg
GSC ABS Funding
2006-3g Ltd.         C           BBB-            A/Watch Neg
GSC ABS Funding
2006-3g Ltd.         D           CCC-            BBB/Watch Neg
Highridge ABS
CDO I Ltd.           A-1AD       AAA/Watch Neg   AAA
Highridge ABS
CDO I Ltd.           A-2         AA+/Watch Neg   AAA/Watch Neg
Highridge ABS
CDO I Ltd.           A-3         AA+/Watch Neg   AAA/Watch Neg
Highridge ABS
CDO I Ltd.           B           AA-/Watch Neg   AA/Watch Neg
Highridge ABS
CDO I Ltd.           C           A/Watch Neg     AA-/Watch Neg
Highridge ABS
CDO I Ltd.           D           BB+/Watch Neg   A/Watch Neg
Highridge ABS
CDO I Ltd.           E           CCC-/Watch Neg  BBB/Watch Neg
IMAC CDO 2006-1
Ltd.                 E           BBB+/Watch Neg  A/Watch Neg
IMAC CDO 2006-1
Ltd.                 F           BB/Watch Neg    BBB/Watch Neg
IMAC CDO 2006-1
Ltd.                 G           B+/Watch Neg    BBB-/WatchNeg
Lexington Capital
Fndg Ltd.            D           BBB-            BBB/Watch Neg
Lexington Capital
Fndg Ltd.            E           BB+             BB+/Watch Neg
Libertas Preferred
Fndg IV Ltd          A-3         AA+             AAA
Libertas Preferred
Fndg IV Ltd          A-4         AA              AAA
Libertas Preferred
Fndg IV Ltd          B           A+              AA
Libertas Preferred
Fndg IV Ltd          C           BBB-            A/Watch Neg
Libertas Preferred
Fndg IV Ltd          D           BB-             BBB/Watch Neg
Libertas Preferred
Fndg IV Ltd          E           B-              BBB-/WatchNeg
MKP CBO V Ltd.       A-2         AA+/Watch Neg   AAA
MKP CBO V Ltd.       B           A-/Watch Neg    AA
MKP CBO V Ltd.       C           BBB+/Watch Neg  A
MKP CBO V Ltd.       D           BBB-/Watch Neg  A-
MKP CBO V Ltd.       E           B/Watch Neg     BBB/Watch Neg
MKP CBO V Ltd.       F           CCC-/Watch Neg  BBB-/WatchNeg
MKP CBO VI Ltd.      A-1         AAA/Watch Neg   AAA
MKP CBO VI Ltd.      A-2         AA+/Watch Neg   AAA/Watch Neg
MKP CBO VI Ltd.      B           CCC-/Watch Neg  BBB+/WatchNeg
MKP CBO VI Ltd.      C           CC              BB/Watch Neg
MKP CBO VI Ltd.      D           CC              B/Watch Neg
Pinetree CDO Ltd.    A-3         A/Watch Neg     A
Pinetree CDO Ltd.    B           BB/Watch Neg    BBB/Watch Neg
Plettenberg Bay
CDO Ltd.             A-1         AA+             AAA
Plettenberg Bay
CDO Ltd.             A-2         A+              AA/Watch Neg
Plettenberg Bay
CDO Ltd.             B           BBB-            A-/Watch Neg
Plettenberg Bay
CDO Ltd.             C           BB-             BBB/Watch Neg
Plettenberg Bay
CDO Ltd.             D           CCC             BBB-/WatchNeg
Plettenberg Bay
CDO Ltd.             Income nts  CC              BB+
Port Jackson CDO
2007-1 Ltd.          A-2         AA+             AAA/Watch Neg
Port Jackson CDO
2007-1 Ltd.          A-3         AA              AAA/Watch Neg
Port Jackson CDO
2007-1 Ltd.          B           BBB             AA/Watch Neg
Port Jackson CDO
2007-1 Ltd.          C           BB+             A/Watch Neg
Port Jackson CDO
2007-1 Ltd.          D           B               BBB/Watch Neg
Rockville CDO I
Ltd.                 E           BB              BBB/Watch Neg
South Coast Fndg
IX Ltd.              A1B         AA              AAA
South Coast Fndg
IX Ltd.              A2          BBB+            AAA/Watch Neg
South Coast Fndg
IX Ltd.              B           CCC+            A/Watch Neg
South Coast Fndg
IX Ltd.              C           CC              BB/Watch Neg
South Coast Fndg
IX Ltd.             D           CC              B-/Watch Neg
South Coast Fndg
IX Ltd.             E           CC              CCC+/WatchNeg
South Coast Fndg
IX Ltd.             F           CC              CCC/Watch Neg
Stockton CDO Ltd.   C           BBB+            A/Watch Neg
Stockton CDO Ltd.   D-1         BBB-            BBB+/WatchNeg
Stockton CDO Ltd.   D-2         BB              BBB/Watch Neg
Stockton CDO Ltd.   D-3         B+              BBB-/WatchNeg
Stockton CDO Ltd.   E           B               BB+/Watch Neg
West Trade Funding
CDO III Ltd.        A-4         AA+             AAA/Watch Neg
West Trade Funding
CDO III Ltd.        E           BB/Watch Neg    BBB/Watch Neg

                        Ratings Affirmed

   Transaction                         Class        Rating
   -----------                         -----        ------

   888 Tactical Fund Ltd.              A1           AAA
   888 Tactical Fund Ltd.              S            AAA
   ACA ABS 2007-3 Ltd.                 Combo notes  AAA
   ACA ABS 2007-3 Ltd.                 X            AAA
   Belle Haven ABS CDO 2005-1 Ltd.     A-1          AAA
   Class V Funding III Ltd.            A-1          AAA
   Class V Funding III Ltd.            S            AAA
   Duke Funding IX Ltd.                A1           AAA
   Duke Funding IX Ltd.                A2F          AA
   Duke Funding IX Ltd.                A2V          AA
   E*Trade ABS CDO IV, Ltd.            A-1A         AAA
   E*Trade ABS CDO IV, Ltd.            A-1B-1       AAA
   Fourth Street Funding, Ltd.         A-1          AAA
   Fourth Street Funding, Ltd.         A-2          AAA
   Grand Avenue CDO III Ltd.           A-1          AAA
   Grand Avenue CDO III Ltd.           A-2          AAA
   Grand Avenue CDO III Ltd.           A-3          AAA
   GSC ABS Funding 2006-3g Ltd.        A-1-a        AAA
   GSC ABS Funding 2006-3g Ltd.        A-1-b        AAA
   GSC ABS Funding 2006-3g Ltd.        A-1LT        AAA
   GSC ABS Funding 2006-3g Ltd.        A-2          AAA
   GSC ABS Funding 2006-3g 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
   Lexington Capital Funding Ltd.      A-1ANV       AAA
   Lexington Capital Funding Ltd.      A-1AV        AAA
   Lexington Capital Funding Ltd.      A-1B         AAA
   Lexington Capital Funding Ltd.      A-2          AAA
   Lexington Capital Funding Ltd.      B            AA
   Lexington Capital Funding Ltd.      C            A
   Libertas Preferred Funding IV Ltd.  A-1          AAA
   Libertas Preferred Funding IV Ltd.  A-2          AAA
   MKP CBO V Ltd.                      A-1          AAA
   Pinetree CDO Ltd.                   A-1J         AAA
   Pinetree CDO Ltd.                   A-1S         AAA
   Pinetree CDO Ltd.                   A-2          AA
   Plettenberg Bay CDO Ltd.            S            AAA
   Port Jackson CDO 2007-1 Ltd.        A-1          AAA
   Rockville CDO I Ltd.                A-1          AAA
   Rockville CDO I Ltd.                A-2          AAA
   Rockville CDO I Ltd.                A-3          AAA
   Rockville CDO I Ltd.                B            AA
   Rockville CDO I Ltd.                C            AA-
   Rockville CDO I Ltd.                D            A-
   South Coast Funding IX Ltd.         A1A          AAA
   Stockton CDO Ltd.                   A-1          AAA
   Stockton CDO Ltd.                   A-2          AAA
   Stockton CDO Ltd.                   A-3          AAA
   Stockton CDO Ltd.                   B            AA
   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

                    Other Outstanding Ratings

    Transaction                        Class     Rating
    -----------                        -----     ------

    Duke Funding IX Ltd.               A3F       A/Watch Neg
    Duke Funding IX Ltd.               A3V       A/Watch Neg
    Highridge ABS CDO I Ltd.           A-1AT     AAA/Watch Neg
    IMAC CDO 2006-1 Ltd.               C         AA/Watch Neg
    IMAC CDO 2006-1 Ltd.               D         AA-/Watch Neg
    West Trade Funding CDO III Ltd.    B         AA/Watch Neg
    West Trade Funding CDO III Ltd.    C         AA-/Watch Neg
    West Trade Funding CDO III Ltd.    D         A/Watch Neg


* BOND PRICING: For the Week of Dec. 31, 2007 - Jan. 4, 2008
------------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Acme Metals Inc                      12.500%  08/01/02      0
Albertson's Inc                       6.520%  04/10/28     74
Albertson's Inc                       6.530%  04/10/28     74
Albertson's Inc                       6.560%  07/26/27     75
Albertson's Inc                       6.570%  02/23/28     74
Albertson's Inc                       6.630%  06/02/28     75
Alesco Financial                      7.625%  05/15/27     69
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.800%  05/01/29     69
Ambac Inc                             6.150%  02/15/37     75
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   6.000%  05/01/15     69
AMD                                   6.000%  05/01/15     69
Amer & Forgn Pwr                      5.000%  03/01/30     59
Amer Pad & Paper                     13.000%  11/15/05      0
Americredit Corp                      0.750%  09/15/11     71
Americredit Corp                      2.125%  09/15/13     63
Americredit Corp                      2.125%  09/15/13     65
Amer Color Graph                     10.000%  06/15/10     54
Ames True Temper                     10.000%  07/15/12     55
Antigenics                            5.250%  02/01/25     62
Arvinmeritor Inc                      4.000%  02/15/27     71
Arvinmeritor Inc                      4.000%  02/15/27     72
At Home Corp                          4.750%  12/15/06      0
Ata Holdings                         12.125%  06/15/10      0
Atherogenics Inc                      1.500%  02/01/12      8
Atherogenics Inc                      4.500%  03/01/11     36
Atlantic Coast                        6.000%  02/15/34      2
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      9
Bankunited Cap                        3.125%  03/01/34     63
BBN Corp                              6.000%  04/01/12      0
Bearingpoint Inc                      2.500%  12/15/24     59
Bearingpoint Inc                      2.750%  12/15/24     57
Beazer Homes USA                      4.625%  06/15/24     70
Beazer Homes USA                      6.500%  11/15/13     72
Beazer Homes USA                      6.875%  07/15/15     71
Beazer Homes USA                      8.125%  06/15/16     74
Bon-Ton Stores                       10.250%  03/15/14     73
Borden Inc                            7.875%  02/15/23     69
Bowater Inc                           6.500%  06/15/13     73
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14     31
Builders Transport                    6.500%  05/01/11      0
Burlington North                      3.200%  01/01/45     55
Calpine Gener Co                     11.500%  04/01/11     17
Cell Genesys Inc                      3.125%  11/01/11     74
Central Tractor                      10.625%  04/01/07      0
Charming Shoppes                      1.125%  05/11/14     71
Charter Comm Inc                      6.500%  10/01/27     59
Charter Comm Hld                     10.000%  05/15/11     73
CIH                                   9.920%  04/01/14     59
CIH                                  10.000%  05/15/14     59
CIH                                  11.125%  01/15/14     60
CIT Group Inc                         6.100%  03/15/67     73
Claire's Stores                       9.250%  06/01/15     67
Claire's Stores                      10.500%  06/01/17     53
Clear Channel                         4.900%  05/15/15     74
Clear Channel                         5.500%  12/15/16     73
Clear Channel                         7.250%  10/15/27     73
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.500%  11/15/95     74
Complete Mgmt                         8.000%  08/15/03      0
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     46
CompuCredit                           5.875%  11/30/35     43
Constar Intl                         11.000%  12/01/12     75
Countrywide Cap                       8.050%  06/15/27     55
Countrywide Finl                      4.500%  06/15/10     72
Countrywide Finl                      5.250%  05/11/20     72
Countrywide Finl                      5.250%  05/27/20     72
Countrywide Finl                      5.750%  01/24/31     73
Countrywide Finl                      5.800%  06/07/12     72
Countrywide Finl                      5.800%  01/27/31     73
Countrywide Finl                      6.000%  03/16/26     73
Countrywide Finl                      6.000%  11/14/35     74
Countrywide Finl                      6.000%  12/14/35     73
Countrywide Finl                      6.000%  02/08/36     73
Countrywide Finl                      6.250%  05/15/16     57
Countrywide Home                      4.000%  03/22/11     72
Countrywide Home                      4.125%  09/15/09     72
Countrywide Home                      5.625%  07/15/09     75
Countrywide Home                      6.000%  05/16/23     74
Countrywide Home                      6.000%  07/23/29     74
Crown Cork & Seal                     8.125%  06/15/16     73
Custom Food Prod                      8.000%  02/01/07      0
Dana Corp                             5.850%  01/15/15     72
Dana Corp                             6.500%  03/15/08     70
Dana Corp                             6.500%  03/01/09     69
Dana Corp                             7.000%  03/15/28     72
Dana Corp                             7.000%  03/01/29     72
Dana Corp                             9.000%  08/15/11     67
Decode Genetics                       3.500%  04/15/11     68
Decode Genetics                       3.500%  04/15/11     64
Delta Air Lines                       8.000%  12/01/15     61
Delta Mills Inc                       9.625%  09/01/07     15
Delphi Corp                           6.197   11/15/33     35
Delphi Corp                           6.500%  08/15/13     59
Delphi Corp                           8.250%  10/15/33     38
Dura Operating                        8.625%  04/15/12     10
Dura Operating                        9.000%  05/01/09      0
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     50
Epix Medical Inc                      3.000%  06/15/24     68
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Falcon Products                      11.375%  06/15/09      0
Fedders North Am                      9.875%  03/01/14      7
Finova Group                          7.500%  11/15/09     16
Finlay Fine Jwly                      8.375%  06/01/12     56
Ford Motor Cred                       5.650%  01/21/14     73
Ford Motor Cred                       5.750%  01/21/14     72
Ford Motor Cred                       5.750%  02/20/14     73
Ford Motor Cred                       5.750%  02/20/14     71
Ford Motor Cred                       5.900%  02/20/14     74
Ford Motor Cred                       6.000%  03/20/14     72
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  03/20/14     74
Ford Motor Cred                       6.000%  11/20/14     70
Ford Motor Cred                       6.000%  11/20/14     72
Ford Motor Cred                       6.000%  11/20/14     70
Ford Motor Cred                       6.000%  01/20/15     69
Ford Motor Cred                       6.000%  02/20/15     72
Ford Motor Cred                       6.050%  02/20/14     73
Ford Motor Cred                       6.050%  04/21/14     72
Ford Motor Cred                       6.050%  12/22/14     70
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     70
Ford Motor Cred                       6.050%  02/20/15     72
Ford Motor Cred                       6.100%  02/20/15     71
Ford Motor Cred                       6.150%  12/22/14     71
Ford Motor Cred                       6.200%  04/21/14     73
Ford Motor Cred                       6.200%  03/20/15     72
Ford Motor Cred                       6.250%  04/21/14     73
Ford Motor Cred                       6.250%  01/20/15     70
Ford Motor Cred                       6.250%  03/20/15     74
Ford Motor Cred                       6.300%  05/20/14     75
Ford Motor Cred                       6.300%  05/20/14     73
Ford Motor Cred                       6.500%  02/20/15     74
Ford Motor Cred                       6.500%  03/20/15     73
Ford Motor Cred                       6.650%  06/20/14     75
Ford Motor Cred                       6.800%  06/20/14     75
Ford Motor Cred                       6.800%  03/20/15     73
Ford Motor Cred                       6.850%  05/20/14     74
Ford Motor Cred                       7.250%  07/20/17     74
Ford Motor Cred                       7.250%  07/20/17     71
Ford Motor Cred                       7.350%  09/15/15     75
Ford Motor Cred                       7.500%  08/20/32     72
Ford Motor Co                         6.375%  02/01/29     65
Ford Motor Co                         6.500%  08/01/18     72
Ford Motor Co                         6.625%  02/15/28     65
Ford Motor Co                         6.625%  10/01/28     66
Ford Motor Co                         7.125%  11/15/25     66
Ford Motor Co                         7.400%  11/01/46     68
Ford Motor Co                         7.450%  07/16/31     73
Ford Motor Co                         7.500%  08/01/26     70
Ford Motor Co                         7.700%  05/15/97     67
Ford Motor Co                         7.750%  06/15/43     68
Franklin Bank                         4.000%  05/01/27     69
General Motors                        6.750%  05/01/28     65
General Motors                        7.375%  05/23/48     65
General Motors                        7.400%  09/01/25     71
General Motors                        8.100%  06/15/24     73
Georgia Gulf Crp                     10.750%  10/15/16     75
GMAC                                  5.250%  01/15/14     69
GMAC                                  5.350%  01/15/14     71
GMAC                                  5.700%  06/15/13     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.700%  12/15/13     70
GMAC                                  5.750%  01/15/14     71
GMAC                                  5.850%  05/15/13     75
GMAC                                  5.850%  06/15/13     75
GMAC                                  5.850%  06/15/13     73
GMAC                                  5.850%  06/15/13     73
GMAC                                  5.900%  12/15/13     72
GMAC                                  5.900%  01/15/19     63
GMAC                                  5.900%  01/15/19     68
GMAC                                  5.900%  02/15/19     61
GMAC                                  5.900%  10/15/19     60
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     65
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     74
GMAC                                  6.000%  03/15/19     61
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     62
GMAC                                  6.000%  04/15/19     64
GMAC                                  6.000%  09/15/19     64
GMAC                                  6.000%  09/15/19     60
GMAC                                  6.050%  08/15/19     61
GMAC                                  6.050%  08/15/19     60
GMAC                                  6.050%  10/15/19     61
GMAC                                  6.100%  09/15/19     61
GMAC                                  6.125%  10/15/19     61
GMAC                                  6.150%  12/15/13     74
GMAC                                  6.150%  08/15/19     63
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     75
GMAC                                  6.200%  04/15/19     64
GMAC                                  6.250%  07/15/19     73
GMAC                                  6.250%  12/15/18     68
GMAC                                  6.250%  01/15/19     65
GMAC                                  6.250%  04/15/19     62
GMAC                                  6.250%  05/15/19     65
GMAC                                  6.250%  07/15/19     62
GMAC                                  6.300%  10/15/13     74
GMAC                                  6.300%  08/15/19     64
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.350%  04/15/19     65
GMAC                                  6.350%  07/15/19     64
GMAC                                  6.350%  07/15/19     63
GMAC                                  6.400%  12/15/18     63
GMAC                                  6.400%  11/15/19     64
GMAC                                  6.400%  11/15/19     65
GMAC                                  6.500%  06/15/18     64
GMAC                                  6.500%  11/15/19     68
GMAC                                  6.500%  12/15/19     66
GMAC                                  6.500%  12/15/18     69
GMAC                                  6.500%  05/15/19     69
GMAC                                  6.500%  01/15/20     65
GMAC                                  6.500%  02/15/20     64
GMAC                                  6.550%  12/15/19     65
GMAC                                  6.600%  08/15/16     70
GMAC                                  6.600%  05/15/18     67
GMAC                                  6.600%  06/15/19     66
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.650%  06/15/18     66
GMAC                                  6.650%  10/15/18     67
GMAC                                  6.650%  10/15/18     71
GMAC                                  6.650%  02/15/20     64
GMAC                                  6.700%  05/15/14     75
GMAC                                  6.700%  05/15/14     73
GMAC                                  6.700%  06/15/18     68
GMAC                                  6.700%  06/15/18     68
GMAC                                  6.700%  11/15/18     66
GMAC                                  6.700%  06/15/19     66
GMAC                                  6.700%  12/15/19     66
GMAC                                  6.750%  07/15/16     70
GMAC                                  6.750%  08/15/16     71
GMAC                                  6.750%  09/15/16     71
GMAC                                  6.750%  06/15/17     73
GMAC                                  6.750%  03/15/18     66
GMAC                                  6.750%  07/15/18     68
GMAC                                  6.750%  09/15/18     66
GMAC                                  6.750%  10/15/18     66
GMAC                                  6.750%  11/15/18     68
GMAC                                  6.750%  05/15/19     69
GMAC                                  6.750%  05/15/19     67
GMAC                                  6.750%  06/15/19     70
GMAC                                  6.750%  06/15/19     67
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     65
GMAC                                  6.800%  10/15/18     66
GMAC                                  6.850%  05/15/18     75
GMAC                                  6.875%  08/15/16     70
GMAC                                  6.875%  07/15/18     69
GMAC                                  6.900%  06/15/17     69
GMAC                                  6.900%  07/15/18     71
GMAC                                  6.900%  08/15/18     72
GMAC                                  6.950%  06/15/17     73
GMAC                                  7.000%  06/15/17     68
GMAC                                  7.000%  07/15/17     69
GMAC                                  7.000%  02/15/18     66
GMAC                                  7.000%  02/15/18     69
GMAC                                  7.000%  02/15/18     69
GMAC                                  7.000%  03/15/18     70
GMAC                                  7.000%  05/15/18     72
GMAC                                  7.000%  08/15/18     69
GMAC                                  7.000%  09/15/18     70
GMAC                                  7.000%  02/15/21     65
GMAC                                  7.000%  09/15/21     67
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     66
GMAC                                  7.000%  11/15/23     69
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     67
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     69
GMAC                                  7.050%  03/15/18     70
GMAC                                  7.050%  04/15/18     69
GMAC                                  7.125%  10/15/17     71
GMAC                                  7.150%  09/15/18     68
GMAC                                  7.150%  01/15/25     67
GMAC                                  7.150%  03/15/25     70
GMAC                                  7.200%  10/15/17     71
GMAC                                  7.200%  10/15/17     71
GMAC                                  7.250%  09/15/17     74
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  01/15/18     73
GMAC                                  7.250%  04/15/18     70
GMAC                                  7.250%  04/15/18     72
GMAC                                  7.250%  08/15/18     71
GMAC                                  7.250%  09/15/18     70
GMAC                                  7.250%  01/15/25     68
GMAC                                  7.250%  02/15/25     70
GMAC                                  7.250%  03/15/25     68
GMAC                                  7.300%  12/15/17     72
GMAC                                  7.300%  01/15/18     72
GMAC                                  7.300%  01/15/18     72
GMAC                                  7.375%  11/15/16     74
GMAC                                  7.375%  04/15/18     70
GMAC                                  7.400%  12/15/17     71
GMAC                                  7.500%  11/15/16     75
GMAC                                  7.500%  08/15/17     72
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     74
GMAC                                  7.750%  10/15/17     74
GMAC                                  8.000%  10/15/17     75
GMAC                                  8.000%  11/15/17     74
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.625%  06/01/15     73
Harrahs Oper Co                       5.750%  10/01/17     69
Harrahs Oper Co                       6.500%  06/01/16     74
Headwaters Inc                        2.500%  02/01/14     74
Headwaters Inc                        2.500%  02/01/14     73
Hercules Inc                          6.500%  06/30/29     74
Herbst Gaming                         7.000%  11/15/14     59
Herbst Gaming                         8.125%  06/01/12     64
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     74
Hines Nurseries                      10.250%  10/01/11     75
HNG Internorth                        9.625%  03/15/06     19
Huntington Natl                       5.375%  02/28/19     74
Ion Media                            11.000%  07/31/13     55
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      2
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
JP Morgan Chase                      12.000%  07/31/08     62
K Hovnanian Entr                      6.250%  01/15/15     68
K Hovnanian Entr                      6.250%  01/15/16     67
K Hovnanian Entr                      6.375%  12/15/14     68
K Hovnanian Entr                      6.500%  01/15/14     70
K Hovnanian Entr                      7.500%  05/15/16     68
K Hovnanian Entr                      7.750%  05/15/13     55
K Hovnanian Entr                      8.000%  04/01/12     71
K Hovnanian Entr                      8.625%  01/15/17     72
K Hovnanian Entr                      8.875%  04/01/12     57
K Mart Funding                        8.800%  07/01/10      9
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      4
Kimball Hill Inc                     10.500%  12/15/12     32
Kmart Corp                            8.540%  01/02/15      0
Kmart Corp                            9.350%  01/02/20      5
Kmart Corp                            9.780%  01/05/20      0
Knight Ridder                         4.625%  11/01/14     75
Knight Ridder                         5.750%  09/01/17     73
Knight Ridder                         6.875%  03/15/29     69
Lehman Bros Holding                   9.500%  05/01/08     75
Leiner Health                        11.000%  06/01/12     65
Liberty Media                         3.250%  03/15/31     74
Liberty Media                         3.750%  02/15/30     57
Liberty Media                         4.000%  11/15/29     63
Lifecare Holding                      9.250%  08/15/13     65
Magna Entertainm                      7.250%  12/15/09     72
Majestic Star                         9.750%  01/15/11     69
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      1
MediaNews Group                       6.375%  04/01/14     62
Meritage Corp                         7.000%  05/01/14     72
Meritage Homes                        6.250%  03/15/15     69
Metaldyne Corp                       11.000%  06/15/12     60
Movie Gallery                        11.000%  05/01/12     29
Mrs Fileds                            9.000%  03/15/11     74
Muzak LLC                             9.875%  03/15/09     53
Natl Steel Corp                       8.375%  08/01/06      0
Neff Corp                            10.000%  06/01/15     54
New Orl Grt N RR                      5.000%  07/01/32     60
New Plan Realty                       6.900%  02/15/28     41
New Plan Realty                       7.680%  11/02/26     41
North Atl Trading                     9.250%  03/01/12     71
Northern Pacific RY                   3.000%  01/01/47     51
Northern Pacific RY                   3.000%  01/01/47     51
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     58
Nutritional Src                      10.125%  08/01/09      2
Nuveen Invest                         5.500%  09/15/15     69
Oakwood Homes                         8.125%  03/01/19      0
Ocwen Financial                       3.250%  08/01/24     72
Omnicare Inc                          3.250%  12/15/35     73
Oscient Pharma                        3.500%  04/15/11     44
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Pac-West Telecom                     13.500%  02/01/09      4
Pac-West Telecom                     13.500%  02/01/09      1
Palm Harbor                           3.250%  05/15/24     72
Pegasus Satellite                    12.375%  08/01/08      0
Phar-Mor Inc                         11.720%  12/31/49      0
Piedmont Aviat                       10.250%  01/15/49      0
Pierre Foods Inc                      9.875%  07/15/12     70
Pixelworks Inc                        1.750%  05/15/24     71
Pope & Talbot                         8.375%  06/01/13     17
Pope & Talbot                         8.375%  06/01/13     19
Portola Packagin                      8.250%  02/01/12     74
Primus Telecom                        3.750%  09/15/10     59
Primus Telecom                        8.000%  01/15/14     55
Propex Fabrics                       10.000%  12/01/12     40
PSInet Inc                           10.000%  02/15/05      0
PSInet Inc                           10.5000%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      0
Rait Financial                        6.875%  04/15/27     65
Rayovac Corp                          8.500%  10/01/13     65
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         12.375%  04/15/15     75
Realogy Corp                         12.375%  04/15/15     61
Restaurant Co                        10.000%  10/01/13     71
Residential Cap                       6.000%  02/22/11     61
Residentail Cap                       6.375%  06/30/10     66
Residential Cap                       6.500%  06/01/12     63
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     60
Rite Aid Corp.                        6.875%  08/15/13     70
Rite Aid Corp.                        7.700%  02/15/27     67
RJ Tower Corp.                       12.000%  06/01/13      4
S3 Inc                                5.750%  10/01/03      0
ServiceMaster Co                      7.100%  03/01/18     67
ServiceMaster Co                      7.250%  03/01/38     70
ServiceMaster Co                      7.450%  08/15/27     72
Six Flags Inc                         4.500%  05/15/15     71
Six Flags Inc                         9.625%  06/01/14     74
SLM Corp                              4.700%  12/15/28     69
SLM Corp                              4.800%  12/15/28     61
SLM Corp                              5.000%  06/15/19     73
SLM Corp                              5.000%  06/15/19     71
SLM Corp                              5.000%  09/15/20     68
SLM Corp                              5.000%  12/15/28     71
SLM Corp                              5.050%  03/15/23     73
SLM Corp                              5.190%  04/24/19     73
SLM Corp                              5.200%  03/15/28     65
SLM Corp                              5.250%  03/15/28     75
SLM Corp                              5.250%  12/15/28     61
SLM Corp                              5.350%  06/15/28     69
SLM Corp                              5.400%  03/15/23     66
SLM Corp                              5.400%  03/15/28     70
SLM Corp                              5.400%  06/15/30     67
SLM Corp                              5.450%  06/15/28     72
SLM Corp                              5.450%  06/15/28     64
SLM Corp                              5.500%  03/15/19     73
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  06/15/29     66
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  03/15/30     66
SLM Corp                              5.500%  06/15/30     65
SLM Corp                              5.500%  06/15/30     66
SLM Corp                              5.500%  06/15/30     68
SLM Corp                              5.500%  06/15/30     64
SLM Corp                              5.500%  12/15/30     69
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              5.550%  06/15/28     72
SLM Corp                              5.550%  03/15/29     74
SLM Corp                              5.600%  03/15/22     72
SLM Corp                              5.600%  12/15/28     71
SLM Corp                              5.600%  03/15/29     63
SLM Corp                              5.600%  03/15/29     70
SLM Corp                              5.600%  06/15/29     66
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.600%  12/15/29     68
SLM Corp                              5.625%  01/25/25     71
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  03/15/29     63
SLM Corp                              5.650%  03/15/29     75
SLM Corp                              5.650%  03/15/29     70
SLM Corp                              5.650%  12/15/29     71
SLM Corp                              5.650%  12/15/29     67
SLM Corp                              5.650%  12/15/29     68
SLM Corp                              5.650%  03/15/30     66
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.650%  03/15/32     71
SLM Corp                              5.700%  03/15/29     64
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     65
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  12/15/29     75
SLM Corp                              5.700%  03/15/30     66
SLM Corp                              5.700%  03/15/32     72
SLM Corp                              5.750%  03/15/29     70
SLM Corp                              5.750%  03/15/29     73
SLM Corp                              5.750%  03/15/29     67
SLM Corp                              5.750%  06/15/29     71
SLM Corp                              5.750%  09/15/29     67
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     67
SLM Corp                              5.750%  12/15/29     66
SLM Corp                              5.750%  03/15/30     65
SLM Corp                              5.750%  03/15/30     68
SLM Corp                              5.750%  06/15/32     72
SLM Corp                              5.750%  06/15/32     72
SLM Corp                              5.800%  12/15/29     70
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     68
SLM Corp                              5.850%  09/15/29     72
SLM Corp                              5.850%  09/15/29     67
SLM Corp                              5.850%  12/15/31     70
SLM Corp                              5.850%  03/15/32     73
SLM Corp                              5.850%  03/15/32     73
SLM Corp                              5.850%  03/15/32     73
SLM Corp                              5.850%  06/15/32     73
SLM Corp                              5.850%  06/15/32     73
SLM Corp                              6.000%  06/15/26     74
SLM Corp                              6.000%  06/15/26     69
SLM Corp                              6.000%  12/15/26     73
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  03/15/27     73
SLM Corp                              6.000%  12/15/28     70
SLM Corp                              6.000%  12/15/28     75
SLM Corp                              6.000%  03/15/29     70
SLM Corp                              6.000%  06/15/29     70
SLM Corp                              6.000%  06/15/29     75
SLM Corp                              6.000%  06/15/29     70
SLM Corp                              6.000%  09/15/29     71
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  09/15/29     71
SLM Corp                              6.000%  06/15/31     68
SLM Corp                              6.000%  12/15/31     61
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  03/15/37     73
SLM Corp                              6.000%  03/15/37     73
SLM Corp                              6.000%  03/15/37     73
SLM Corp                              6.050%  12/15/26     72
SLM Corp                              6.050%  12/15/31     72
SLM Corp                              6.100%  09/15/31     75
SLM Corp                              6.100%  12/15/31     69
SLM Corp                              6.150%  09/15/29     71
SLM Corp                              6.200%  09/15/26     75
SLM Corp                              6.200%  12/15/31     69
SLM Corp                              6.250%  06/15/29     71
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  06/15/29     71
SLM Corp                              6.250%  09/15/29     70
SLM Corp                              6.250%  09/15/29     73
SLM Corp                              6.300%  09/15/31     74
SLM Corp                              6.350%  06/15/31     74
SLM Corp                              6.400%  09/15/31     72
SLM Corp                              6.450%  09/15/31     70
SLM Corp                              6.500%  09/15/31     72
Spacehab Inc                          5.500%  10/15/10     50
Spansion Llc                          2.250%  06/15/16     53
Special Devises                      11.375%  12/15/08     66
Spectrum Brands                       7.375%  02/01/15     73
Standard Pac Corp                     6.000%  10/01/12     61
Standard Pac corp                     6.250%  04/01/14     65
Standard Pacific                      6.500%  08/15/10     67
Standard Pac Corp                     6.875%  05/15/11     67
Standard Pacific                      7.000%  08/15/15     66
Standard Pac corp                     7.750%  03/15/13     66
Standard Pacific                      9.250%  04/15/12     46
Stanley-Martin                        9.750%  08/15/15     65
Station Casinos                       6.500%  02/01/14     74
Station Casinos                       6.625%  03/15/18     69
Station Casinos                       6.875%  03/01/16     72
Tekni-Plex Inc                       12.750%  06/15/10     69
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     74
Times Mirror Co                       6.610%  09/15/27     56
Times Mirror Co                       7.250%  03/01/13     69
Times Mirror Co                       7.250%  11/15/96     52
Times Mirror-New                      7.500%  07/01/23     59
Tom's Foods Inc                      10.500%  11/01/04      1
Tops Appliance                        6.500%  11/30/03      0
Tousa Inc                             7.500%  03/15/11      8
Tousa Inc                             7.500%  01/15/15      8
Tousa Inc                             9.000%  07/01/10     43
Tousa Inc                             9.000%  07/01/10     42
Tousa Inc                            10.375%  07/01/12      8
Toys R Us                             7.375%  10/15/18     71
Trans Mfg Oper                       11.250%  05/01/09     60
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            4.875%  08/15/10     68
Tribune Co                            5.250%  08/15/15     56
Trism Inc                            12.000%  02/15/05      0
True Temper                           8.375%  09/15/11     61
TXU Corp                              6.500%  11/15/24     73
TXU Corp                              6.550%  11/15/34     72
United Air Lines                      9.210%  01/21/17      0
United Air Lines                      9.300%  03/22/08     50
United Air Lines                     10.850%  02/19/15     31
Universal Standard                    8.250%  02/01/06      0
US Air Inc.                          10.250%  01/15/49      0
US Air Inc.                          10.300%  07/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
S Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.750%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
Vertis Inc                           10.875%  06/15/09     61
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     64
Vion Pharm Inc                        7.750%  02/15/12     67
Visteon Corp                          7.000%  03/10/14     74
Wachovia Corp                         9.250%  04/10/08     41
Wachovia Corp                        12.500%  03/05/08     43
Washington Mutual Pfd                 6.534%  03/29/49     59
Washington Mutual Pfd                 6.895%  06/29/49     60
WCI Communities                       4.000%  08/05/23     70
WCI Communities                       6.625%  03/15/15     50
WCI Communities                       7.875%  10/01/13     54
WCI Communities                       9.125%  05/01/12     56
Werner Holdings                      10.000%  11/15/07      0
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     59
William Lyon                          7.625%  12/15/12     62
William Lyon                         10.750%  04/01/13     61
Wimar Op LLC/Fin                      9.625%  12/15/14     62
Winstar Comm Inc                     12.500%  04/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     64
Young Broadcasting                    8.750%  01/15/14     71
Zif Davis Media                      12.000%  08/12/09     22

                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Joseph Medel C.
Martirez, Philline P. Reluya, and Peter A. Chapman, Editors.

Copyright 2008.  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 ***