TCR_Public/080114.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 14, 2008, Vol. 12, No. 11

                             Headlines


AAR CORP: To Buyback $16.36 Million Senior Notes on February 12
ACERMED INC: OIS Buys All AcerMed's Assets Through Subsidiary
ADRIENNE DORNS: Voluntary Chapter 11 Case Summary
AFFINION GROUP: Inks $50MM Consumer Protection Line Expansion Pact
ALERT CELLULAR: Committee Retains Irell & Manella as Counsel

AMERICAN HOME: Moody's Junks Ratings on Four Trust Certificates
ANDREW CORP: Commences Offer to Repurchase 3-1/4% Conv. Notes
ANIXTER INTERNATIONAL: Earns $64.8 Million in 2007 Third Quarter
ARVINMERITOR: Fitch Cuts Issuer Default Rating to B+ from BB-
ASSOCIATED ESTATES: Paying $0.17/Share Dividend on February 1

AVADO BRANDS: Sells 61 Restaurants to Rita Acquisition
B&V FLORIDA: Voluntary Chapter 11 Case Summary
BCAP LLC: Moody's Downgrades Ratings on 11 Tranches to Low-B
BEAR STEARNS: Moody's Keeps Low-B Ratings on Six Cert. Classes
BUILDING MATERIALS: S&P Puts BB- Corp. Rating on Negative Watch

CAPITAL LAND: Chap. 11 Trustee Wants Gordon & Silver as Attorney
CAPITAL LAND: Chap. 11 Trustee Taps Gamett & King as Fin'l Advisor
CAPITAL LAND: Compass Lenders Tap Bullivant Houser as NV Counsel
CARBIZ INC: Starts "Buy-Here Pay-Here" Operations at Nebraska
CASH TECH: AMEX Approves Continued Listing Compliance Plan

CATHOLIC CHURCH: St. George's On Track With Payment to Victims
CENTRAL ILLINOIS: Court Says No to $4.5 Mil. Administrative Claim
CHRYSLER LLC: Confirms OEM Product Agreement with Nissan Motor
COMMSCOPE INC: Unit Launches Offer to Buy Back Convertible Notes
CRDENTIA CORP: Names Debbie Griffith as Dir. of Business Dev't.

CREDIT SUISSE: Moody's Maintains Low-B Ratings on 6 Cert. Classes
CYRIL WILLIAMS: Voluntary Chapter 11 Case Summary
DAVITA INC: Earns $94.5 Million in 2007 Third Quarter
DELTA AIR: December 2007 System Traffic Increased by 3%
DELTA AIR: Studying Likely Sale of Comair While Reviewing Mergers

DELTA ENTERTAINMENT: Committee Retains Irell & Manella as Counsel
DENNY'S CORP: Sept. 26 Balance Sheet Upside-Down by $201.1 Million
DIVERSEY HARBOR: Three Note Classes Get Moody's Junk Ratings
DONALD DUNAWAY: Voluntary Chapter 11 Case Summary
E*TRADE VI: Moody's Junks Rating on $60 Mil. Sr. Notes from Aaa

EASTMAN KODAK: Earns $37 Million in 2007 Third Quarter
EMMIS COMM: Posts $2.14 Mil. Net Loss in Qtr. Ended November 30
FREMONT GENERAL: Elects Five New Members to Board of Directors
GLOBAL POWER: Elects David L. Willis as CFO and Sr. Vice Pres.
GREAT SMOKY: Case Summary & Largest Unsecured Creditor

GREENBRIER CO: Earns $2.6 Million in Quarter Ended November 30
GREENPARK GROUP: Court Confirms Chapter 11 Plan of Liquidation
GREENWICH CAPITAL: Moody's Junks B3 Rating on Class Q Certificates
HEARTLAND AUTO: Section 341(a) Creditors' Meeting Set for Jan. 17
HORNBECK OFFSHORE: Acquiring Superior Achiever for $190 Million

IAC/InterActiveCorp: Reports 14MM Stake Sale to Liberty Media
IKON OFFICE: Weak Quarter Results Prompt S&P to Keep BB Rating
INTERDENT SERVICE: Weak Liquidity Cues Moody's to Junk Ratings
INTERSTATE BAKERIES: Losses Ch. 11 Control as Exclusivity Expires
JABIL CIRCUIT: Fitch Rates Proposed $300MM Notes Offering at BB+

JABIL CIRCUIT: Moody's Puts Ba1 Rating on Proposed $300MM Notes
JAYS FOODS: Rabin Worldwide Auctions Equipment on January 24
JP MORGAN: Fitch Holds 'BB' Rating on $20.1MM S. 1999-C8 Certs.
JP MORGAN: Moody's Junks Rating on Class M Certificates from B3
KELLWOOD COMPANY: Launches $60 Mil. Tender Offer of 7.875% Notes

KLEROS PREFERRED: Moody's Junks Rating on $54MM Notes from Aa2
LANDMARK FBO: High Leverage Prompts S&P to Place B Corp. Rating
LEVITT AND SONS: Can Use AmTrust Loan to Build Hartwood Homes
LEVITT AND SONS: Deposit Holders Want Official Committee Formed
LEVITT & SONS: Subsidiary Wants to Sell Real Property for $14.5MM

LIBERTY MEDIA: Acquires 14 Million of InterActiveCorp's Stake
LONDON FOG: Court Confirms Chapter 11 Plan of Liquidation
M.B.H. INVESTMENTS: Voluntary Chapter 11 Case Summary
MAGSTAR TECH: Sets January 14 as Record Date for Reverse Split
MAIR HOLDINGS: Big Sky Discontinues Trips to Three Eastern Cities

MERRILL LYNCH: Fitch Holds 'CCC' Rating on $26.1MM Certificates
MEZZ CAP: Fitch Assigns 'B-' Rating on $493,000 Class H Certs.
MORGAN STANLEY: Stable Performance Cues Fitch to Affirm Ratings
NASDAQ STOCK: Earns $365 Million in 2007 Third Quarter
NATIONAL COAL: S&P Withdraws 'CCC' Rating at Company's Request

NOLAND-DECOTO: Case Trustee to be Named If Buyer Misses Deadline
PETER PAPPAS: Case Summary & Largest Unsecured Creditor
POLAR MOLECULAR: Case Summary & 20 Largest Unsecured Creditors
POPE & TALBOT: Amends DIP Agreement to Conform to Court DIP Order
POPE & TALBOT: Court Approves Sale of Wood Products Business

POPE & TALBOT: To Sell 3 Pulp Mills to Sinar Mas for $225 Million
POPE & TALBOT: Panel Selects Fried Frank as Bankruptcy Counsel
REALOGY CORP: Commences Exchange Offer for Three Senior Notes
REDDY ICE: Provides Update on Status of Pending Merger Plan
RICHARD ERICKSON: Voluntary Chapter 11 Case Summary

RITE AID: Weak Sales Prompt S&P's Outlook Revision to Negative
ROBERT COOPER: Voluntary Chapter 11 Case Summary
SASCO MORTGAGE: Moody's Places Ba2 Class B Cert. Rating on Review
SOFA EXPRESS: Court Approves BMC Group as Claims Agent
SOFA EXPRESS: Court Approves Clear Thinking as Financial Advisor

SOLUTIA INC: Joins Panel in Showing Cross-Appeal Issues v. BNY
STANDARD PACIFIC: Hires Bankruptcy Expert M. Buckfire as Advisor
STRUCTURED ASSET: S&P Cuts Class B2 Cert. Rating to B on Loan Rise
THORNBURG MORTGAGE: S&P Ratings Unmoved by Plan to Raise Equity
TSAI DEVELOPMENT: Case Summary & Four Largest Unsecured Creditors

TRUMP ENT: Starts New Partnership with Il Mulino New York
TRUMP ENT: $500MM Lien Refinancing Cues Moody's to Keep Ratings
USEC INC: Earns $45.6 Million in Third Quarter Ended Sept. 30
UTIX GROUP: Carlin, Charron & Rosen Raises Going Concern Doubt
WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes

WESTWAYS FUNDING: Moody's Junks Rating on $15MM Notes from A2
WILLIAM GILES: Case Summary & 15 Largest Unsecured Creditors

* Fitch Assigns Proficient Plus Rating to ACS Education Services
* Fitch Expects Credit Card Performance To Weaken This Year
* Fitch Says Outlook for Mining Sector Will Remain Stable

* S&P Tracks Homebuilder Ratings on SFAS 109 Charges Expectancy

* Stroock Names Six New Partners and Seven New Special Counsels

* BOND PRICING: For the Week of Jan. 7 - Jan. 11, 200


                             *********

AAR CORP: To Buyback $16.36 Million Senior Notes on February 12
---------------------------------------------------------------
AAR Corporation will redeem on Feb. 12, 2008, in full its 2.875%
convertible senior notes due Feb. 1, 2024.  The aggregate
principal amount of the notes outstanding is approximately
$16.36 million.

The notes will be redeemed at a price of 100.958% of the principal
amount thereof, plus accrued and unpaid interest to the redemption
date.

On or prior to 5:00 p.m., eastern time, on Feb. 11, 2008, holders
may convert their notes into shares of the company's common stock
at a conversion price of approximately $18.59 per share of common
stock, which is equal to a conversion rate of approximately
53.7924 shares of common stock per $1,000 principal amount of
notes.

Cash will be paid in lieu of fractional shares.  The last reported
sale price of the company's common stock on the on the New York
stock exchange, as of Jan. 8, 2008, was $31.25 per share.

Any notes not converted on or before on Feb. 11, 2008, will be
automatically redeemed on Feb. 12, 2008, after which interest will
cease to accrue.

A notice of redemption is being mailed to all registered holders
of the notes.  Copies of the notice of redemption may be obtained
from the paying and redemption agent, U.S. Bank National
Association by calling Mr. Richard Prokosch at 651-495-3918.

                          About AAR Corp.

Headquartered in Wood Dale, Illinois, AAR Corp. (NYSE: AIR) --
http://www.aarcorp.com/-- provides products and services to the
worldwide aerospace and defense industry.  With facilities and
sales locations around the world, AAR uses its business model to
serve aviation and defense customers through four operating
segments: aviation supply chain; maintenance, repair and overhaul;
structures and systems and aircraft sales and leasing.

                          *     *     *

AAR Corporation continues to carry Moody's Investors Service's
'Ba3' long term corporate family rating, which was assigned on
November 2006.


ACERMED INC: OIS Buys All AcerMed's Assets Through Subsidiary
-------------------------------------------------------------
Ophthalmic Imaging Systems has acquired substantially all of the
assets of AcerMed Inc.

The U.S. Bankruptcy Court for the Central District of California
approved Opthalmic Imaging's acquisition, and the purchase was
done through OIS's newly established subsidiary, Abraxas Medical
Solutions Inc.

Terms of the transaction were not disclosed.

Additionally, Michael A. Bina, AcerMed's former CEO, has been
named President of Abraxas.  In addition, Abraxas has already
signed employment agreements with seven additional employees, all
of whom are former AcerMed's employees.  Over the course of 2008,
OIS anticipates expenses and investments of approximately
$2 million related to the funds necessary to expand operations of
Abraxas in all departments, including R&D, technical support and
sales.

"We are excited to expand upon our current line of informatics
offerings through the acquisition of AcerMed's assets and are
confident in our ability to further penetrate the growing market
for EMR and Practice Management software solutions.  This
acquisition allows us to broaden our reach into new markets beyond
our current offering of informatics platform to ophthalmologists,"
stated Gil Allon, CEO of Ophthalmic Imaging Systems.  "On behalf
of the company, I would like to welcome Mike and his team to OIS."

"We look forward to combining our expertise and experience in the
EMR industry with OIS's proven management and financial backing,"
said Mr. Bina.  "We believe that Abraxas' clients will highly
benefit from this winning combination, and enjoy best-in-breed EMR
and Practice Management software, backed by exemplary service and
support.  As we expand our operations in 2008, we anticipate
leveraging the positive trends favoring electronic solutions
versus paper-based solutions."

                    About Ophthalmic Imaging

Based in Sacramento, California, Ophthalmic Imaging Systems, Inc.
(OTCBB: OISI) -- http://www.OTCVillage.com/-- is a majority-owned
subsidiary of MediVision, the leading provider of ophthalmic
digital imaging systems.  The company designs, develops,
manufactures and markets digital imaging systems and informatics
solutions for the eye care market.  With over twenty years in the
ophthalmic imaging business, the company has consistently
introduced new, innovative technology.  The company, together with
MediVision, co-markets and supports their products through an
extensive network of dealers, distributors, and direct
representatives.

                          About AcerMed

Based in Irvine, California, AcerMed, Inc. --
http://www.acermed.com/-- the Debtor develops and markets
Electronic Medical Records, Practice Management and scheduling
software.  It also delivers other solutions and services to
automate the workflow of medical practices, including clinical,
financial and administrative tasks.  The Debtor filed for Chapter
11 protection on Sept. 20, 2007 (Bankr. C.D. Calif. Case No. 07-
13005).  Paul S. Nash, Esq. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors it listed assets of $1,165,089, and liabilities of
$3,603,580.


ADRIENNE DORNS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Adrienne Dorns
        1467 Pacific Street
        Brooklyn, NY 11216

Bankruptcy Case No.: 08-40093

Chapter 11 Petition Date: January 8, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Anneris M. Pena, Esq.
                  775 Park Avenue, Suite 255
                  Huntington, NY 11743
                  Tel: (631) 368-3339
                  Fax: (631) 574-3170

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.


AFFINION GROUP: Inks $50MM Consumer Protection Line Expansion Pact
------------------------------------------------------------------
Affinion Group Inc. has expanded its consumer protection products
by acquiring a base of approximately half a million members and
the associated fee revenue stream from a U.S.-based financial
institution.  The all-cash transaction, valued at approximately
$50 million, was completed in late December and is expected to be
accretive to operating income in the first year and thereafter.

The acquired members are participating in credit card registration
programs designed to protect, assist and reimburse members
whenever a registered card is lost or stolen.  Members enjoy the
benefits of placing just one call to cancel and replace all lost
or stolen cards, access to emergency cash, credit monitoring,
identity theft assistance and expense reimbursement.

These services are complementary to Affinion Group's popular Hot-
Line(R) product, and the company expects to be able to integrate
and service the acquired members.

"This transaction reflects a trend we are seeing among large
financial institutions to outsource the management of these types
of programs to strategic partners like Affinion, and affirms our
leading position as the trusted steward of their brands,"
Nathaniel J. Lipman, Affinion Group Inc.'s president and chief
executive officer, said.  "The acquisition of this stable and
profitable customer base puts our Membership business on a very
attractive trajectory.  In our previous internal forecasts, Global
Members were expected to stabilize and grow organically early in
2008, but this statement accelerates that trend line and aligns
precisely with our strategy in the Membership business."

With the anticipated benefits from this acquisition, Affinion is
projecting its 2008 Adjusted EBITDA or income from operations
before depreciation and amortization further adjusted to exclude
non-cash and unusual items and other adjustments, to be within the
range of $305 - $315 million.

This projected range exceeds the company's targeted annual growth
rate of between 6-8% in Adjusted EBITDA for 2008.

Affinion has financed this purchase through a combination of cash
on hand and borrowings from its revolving credit facility.

"This transaction further demonstrates our ongoing commitment to
deploy capital to the highest possible return, whether that is a
new marketing campaign or an extremely attractive acquisition,"
Tom Williams, Affinion Group's chief financial officer added.  "In
2008, while we expect to improve our net debt to Adjusted EBITDA
leverage ratio and continue with additional deleveraging, given
this use of cash we anticipate prepaying our term loan at a lesser
rate than what was accomplished in 2007."

Affinion made four prepayments totaling $100 million in 2007
against the balance of its term loan.  To date, Affinion has made
nine voluntary prepayments totaling $205 million, or approximately
24% of the original term loan, and the company continues to be in
full compliance with all of its banking covenants.

                         About Affinion

Headquartered in Norwalk, Connecticut, Affinion Group Inc. --
http://www.affinion.com/-- markets value-added membership,
insurance and package enhancement programs and services to
consumers, with over 30 years of experience.  Affinion currently
offers its programs and services worldwide through over 4,500
affinity partners.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007,
Standard & Poor's Ratings Services revised the rating outlook on
Affinion Group Inc. to negative from developing and affirmed the
ratings, including the 'B+' corporate credit rating, on the
company.


ALERT CELLULAR: Committee Retains Irell & Manella as Counsel
------------------------------------------------------------
Irell & Manella LLP has been appointed counsel to creditor
committees in two major California-based bankruptcies.

Irell partner Jeffrey Reisner, chair of the firm's bankruptcy
practice, reported that the firm is serving as counsel to the
unsecured creditors' committee for Santa Barbara-based Alert
Cellular, a retailer in the western U.S. for Verizon Wireless and
T-Mobile.  The company filed for bankruptcy protection this past
July.  It operated more than 130 retail locations in 11 western
U.S. states.

Mr. Reisner is also advising the unsecured creditors of Los
Angeles-based Delta Entertainment Corporation, an independent
music & video labels, which filed for reorganization at the end
of July.  Bankruptcy associate Kerri Lyman is working with Mr.
Reisner on both the Alert and Delta Entertainment matters.

Outside of creditor committee work, Irell has been active recently
in other bankruptcy-related assignments throughout California.
The firm recently served as counsel to debtor Agoura Hills-based
Quality Home Loans, a sub-prime mortgage lender in its bankruptcy,
when it filed for bankruptcy protection in August.  The firm now
serves as counsel to the Trustee in that case.  Quality was
represented by Irell partners William Lobel and Alan Friedman and
bankruptcy group members Mike Neue, Kerri Lyman and Issa Moe.

                      Among Other Assignments

Irell just concluded a successful representation of the official
Creditors' Committee for Los Angeles-based Computer Aided Systems.
Prior to the firm's engagement, the committee was staring at a
complete wipe-out, with zero recovery.  After years of litigation
-- the case was originally filed in 1999 -- unsecured creditors
are set to receive approximately 30 cents on the dollar.

The firm was counsel to the Creditors' Committee and subsequently,
the liquidating trustee, for Chevy's Restaurants, a large chain of
Mexican restaurants.  Irell's work led to Chevy's unsecured
creditors receiving approximately 40% of their claims, many times
the original estimate.  Mr. Reisner, Of Counsel Evan Borges,
Senior Counsel Mike Neue and associate Brian Bark were counsel.

Irell successfully represented junior secured creditors of San
Diego-based SeraCare Life Sciences, Inc., manufacturers of
biological products, in recovering 100% of their multi-million
dollar claims.  Mr. Reisner and bankruptcy group member Mike Neue
advised the secured creditors, whose claims were paid in full
under the confirmed plan of reorganization.

"Creditors, especially those holding unsecured claims, require a
strong hand to assert their claims in bankruptcy court" Mr.
Reisner said.  "As our cases have shown, with the right
combination of persistence, a strong understanding of the capital
structure and capital markets and litigation capability to back up
negotiations, creditors usually achieve good results."

Mr. Reisner said he expects to see a continued uptick in
engagements in 2008 amidst a volatile economy and further fallout
from the subprime shakeout.  "Our group is well positioned to
handle all phases of Chapter 11 matters, and we anticipate working
with corporate debtors as well as creditors and creditors'
committees in California and in other major markets nationally."

                    About Delta Entertainment

Headquartered in Los Angeles, California, Delta Entertainment
Corporation -- http://www.deltamusic.com/-- is an independent
music & video label.  The Company filed for Chapter 11 protection
on July 25, 2007 (Bnkr. C.D. Calif. Case No.: 07-16302).  Samuel
R. Maizel, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represents the Debtor.  When the Debtor filed for protection
against its creditors, it estimated assets and debts at
$10 Million and $50 Million.

                       About Irell Manella

Irell & Manella LLP -- http://www.irell.com-- is a full service
law firm with 220 attorneys in its Southern California offices in
Los Angeles and Newport Beach.  Founded in 1941, the firm is
recognized for its tax, entertainment, intellectual property,
corporate and litigation practices.

                       About Alert Cellular

Headquartered in Carpinteria, California, Alert Cellular LC
-- http://alertcellular.com/-- is an authorized wireless
retailer for Verizon and T-Mobile.  The company filed for chapter
11 protection on July 3, 2007 (Bankr. C.D. Calif. Case No. 07-
10918).  Malhar S. Pagay, Esq., and Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP serve as the Debtor's counsel.
When the Debtor filed for bankruptcy, it listed estimated assets
and debts of $1 million to $100 million.


AMERICAN HOME: Moody's Junks Ratings on Four Trust Certificates
---------------------------------------------------------------
Moody's Investors Service downgraded six classes of certificates
and placed on review for possible further downgrade two of those
certificates from a transaction issued in early 2007 by American
Home Mortgage Investment Trust and backed by closed-end second
lien mortgage loans.  The actions reflect the extremely poor
performance of the closed-end second lien mortgage loans.  These
loans have seen a high rate of early default and the deal has
built up a significant pipeline.

The complete rating actions are:

Issuer: American Home Mortgage Investment Trust 2007-2

  -- Cl. II-A, Downgraded to Baa1 from Aaa; Placed Under Review
     for further Possible Downgrade

  -- Cl. II-M-1, Downgraded to Ba1 from Aa2; Placed Under
     Review for further Possible Downgrade

  -- Cl. II-M-2, Downgraded to Caa2 from A2

  -- Cl. II-M-3, Downgraded to Ca from Baa2

  -- Cl. II-M-4, Downgraded to C from Baa3

  -- Cl. II-M-5, Downgraded to C from Ba2


ANDREW CORP: Commences Offer to Repurchase 3-1/4% Conv. Notes
-------------------------------------------------------------
Andrew Corporation, CommScope Inc.'s indirect subsidiary, has
commenced an offer to repurchase any and all of Andrew's 3-1/4%
Convertible Subordinated Notes due 2013.

The indenture governing the Notes requires Andrew to make the
offer as a result of CommScope's acquisition of Andrew, by way of
merger, effective Dec. 27, 2007.

Andrew is offering to purchase the Notes for cash at a purchase
price of 100% of their principal amount.  If all of the
outstanding Notes are tendered in the tender offer, the aggregate
purchase price required to purchase the tendered Notes, and pay
accrued interest, is estimated to be approximately $167 million.

The tender offer for the Notes will expire at 5:00 p.m., New York
City time, on Feb. 15, 2008, unless extended or earlier
terminated.  Holders may withdraw their tendered Notes at any time
prior to the expiration time.  On Feb. 15, 2008, Andrew will make
a semi-annual interest payment on the Notes to holders of record
on Feb. 1, 2008.

Andrew expects to fund the tender offer from cash advanced by
CommScope, which will utilize its available cash on hand, and
through borrowings under CommScope's existing credit agreement.

As a result of the merger, each $1,000 principal amount of the
Notes is now convertible at the option of the holder, on the terms
and subject to the conditions of the indenture governing the
Notes, into $986.15 in cash and 2.304159 shares of CommScope
common stock, subject to adjustment from time to time and payments
for fractional shares, as provided in the
indenture; this represents a conversion price equal to the
consideration payable to Andrew stockholders in the merger of:

    (i) $13.50 in cash per share of Andrew common stock,
        multiplied by 73.0482; and

   (ii) 0.031543 shares of CommScope common stock, multiplied
        by 73.0482.

On Jan. 9, 2008, the closing price of CommScope common stock on
the New York Stock Exchange was $42.37 per share.

Holders of Notes may obtain the Notice of Designated Event and
Offer to Purchase from the Information Agent for the offer:

     Georgeson
     26th Floor, 199 Water Street
     New York, NY 10038-3560
     Tel (212) 440-9800 (Banks and brokers)
         (877) 386-8141 (toll free)

                       About CommScope Inc.

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

                    About Andrew Corporation

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

                          *     *     *

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


ANIXTER INTERNATIONAL: Earns $64.8 Million in 2007 Third Quarter
----------------------------------------------------------------
Anixter International Inc. reported net income of $64.8 million
for the third quarter ended Sept. 28, 2007, compared to net income
of $76.2 million for the same period ended Sept. 29, 2006.  In
last year's third quarter the company reported a gain of
$22.8 million arising primarily from a settlement with the
Internal Revenue Service.  Excluding the settlement from the prior
year third quarter, net income increased 21%.

For the three-month period ended Sept. 28, 2007, sales were
$1.52 billion, compared to sales of $1.33 billion in the same
period last year.  Sales in the current quarter included
$31.7 million from a series of acquisitions completed in the past
year.

Operating income in the third quarter increased 23% to
$118.2 million as compared to $96.1 million in the year ago
quarter.  For the latest quarter, operating margins were 7.8%
compared to 7.2% in the third quarter of 2006.

Robert Grubbs, president and chief executive officer, stated, "The
14% sales growth generated in the current quarter was particularly
encouraging in light of the significant economic uncertainty that
existed during the quarter, especially relating to the difficult
credit environment in the U.S., our largest market.  Our growth
reflects the fact that we continued to see strong growth in most
major geographies and end markets that we serve on a global basis.
Based on our results through the first nine months we are in a
good position to have another record setting year of sales and
earnings."

                    First Nine Month Results

For the nine-month period ended Sept. 28, 2007, sales of
$4.36 billion produced net income of $183.0 million.  Included in
the 2007 nine-month results were sales of $105.0 million from a
series of acquisitions completed in the past year.  Net income in
the first nine months of 2007 also includes a $2.1 million gain
primarily from the settlement of certain income tax audits
occurring during the first six months of this year.  In the prior
year period, sales of $3.64 billion produced net income of
$156.9 million.  These results are inclusive of the third quarter
2006 income tax settlement that added $22.8 million to the year
ago results.

Operating income in the first nine months of fiscal 2007 increased
by 32% to $324.7 million as compared to $246.7 million in the year
ago period.  Operating margins in the first nine months of 2007
were 7.4% as compared to 6.8% in the prior year period.

Cash flow generated from operations was $10.0 million as compared
to $17.4 million used in operations in the year ago quarter.

"Increased working capital requirements associated with our year-
on-year sales growth, combined with two acquisitions completed in
the first nine months for total consideration of $41.7 million and
the repurchase of $162.7 million of our outstanding shares during
the first quarter of 2007, have increased our debt-to-total
capital ratio," said said Dennis Letham, executive vice president-
finance.

"At the end of the third quarter that ratio was 49.6% as compared
to 45.7%.  For the third quarter our weighted-average cost of
borrowed capital was 4.3% as compared to 5.5% in the year ago
quarter.  At the end of the third quarter, approximately 78%
percent of our total borrowings of $1.03 billion had fixed
interest rates, either by the terms of the borrowing agreements or
through hedging contracts.  We also had $246.9 million of
available, unused credit facilities at Sept. 28, 2007, which
provide us with the resources to support continued strong organic
growth and to pursue other strategic alternatives, such as
acquisitions, in the coming quarters."

                          Balance Sheet

At Sept. 28, 2007, the company's consolidated balance sheet showed
$3.03 billion in total assets, $1.99 billion in total liabilities,
and $1.04 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 28, 2007, are available for
free at http://researcharchives.com/t/s?26f4

                          About Anixter

Headquartered in Glenview, Illinois, Anixter International Inc.
(NYSE: AXE) -- http://www.anixter.com/-- is a distributor of
communication products, electrical and electronic wire & cable and
a distributor of fasteners and other small parts to Original
Equipment Manufacturers.

                          *     *     *

To date, Anixter International Inc. carries Fitch Ratings' BB+
Issuer Default Rating and BB- Senior Unsecured Debt Rating.


ARVINMERITOR: Fitch Cuts Issuer Default Rating to B+ from BB-
-------------------------------------------------------------
Fitch Ratings has taken these rating actions on ArvinMeritor:

  -- Issuer Default Rating downgraded to 'B+' from 'BB-';

  -- Senior secured revolver affirmed at 'BB' and assigned
     'RR1';

  -- Senior unsecured notes affirmed at 'B+' and assigned
     'RR4'.

The Rating Outlook is Negative.  The ratings affect approximately
$1.1 billion of outstanding debt.

The downgrade of the IDR reflects Fitch's expectation for negative
free cash flow in fiscal 2008 and deterioration in ARM's key
credit metrics.  Rating concerns include low margins in ARM's
light vehicle operations, the effects of increased cyclicality in
light vehicle volume (resulting in lower 2008 OEM production
volumes), and expectations of a muted rebound in the company's
heavy vehicle operations.  Partially offsetting Fitch's concerns,
ArvinMeritor has a diversified customer base, limited exposure to
the Detroit Three (revenue from domestic light vehicle customers
represents 9% of total revenue), a global manufacturing footprint,
and strong market positions in key products.  The company has also
made progress in its restructuring program.

The Recovery Ratings and the notching in the debt structure
reflect Fitch's recovery expectations in a scenario in which
distressed enterprise value is allocated to the various debt
classes, and the RR are explicitly assigned when IDRs are 'B+' or
lower.  The assignment of the 'RR1' recovery rating to the senior
secured revolving credit facility incorporates a
$200 million reduction in the revolver and an expectation of full
recovery.  The secured facility benefits from first lien status on
certain U.S. assets and a 15% carve-out of consolidated net
tangible assets.  The affirmation of the senior unsecured 'B+'
rating and the assignment of the 'RR4' recovery rating reflect
Fitch's view that unsecured debtholders would receive, after
administrative, priority, trade creditor and secured claims, 31%
to 50% of their investment, which is about average recovery in a
distressed scenario.

The Negative Rating Outlook takes into consideration the uncertain
macro-economic environment which increases the potential for lower
than anticipated light and heavy vehicle production volumes,
higher than expected capital expenditures and greater
restructuring cash requirements.

Fitch believes a return to positive free cash flow in fiscal 2008
is unlikely for ARM due to low margin LVS operations, the cash
needed for capital investment to improve CVS Europe's efficiency
and potential customer volume declines due to a weakened economy.
Also, Fitch believes LVS' capital expenditures may need to
increase as ARM's annual spending level as a percent of revenue
lags its peers, as LVS moves operations into low cost countries as
well as growth regions where its customers have migrated and due
to shortening light vehicle makers' product cycles.  While Fitch
believes ARM will continue to experience negative free cash flow
in fiscal 2008, free cash flow is unlikely to deteriorate from
2007 levels, and could be higher than 2007 levels, for several
reasons.  Going forward, Fitch expects ARM to benefit from already
completed LVS restructuring activity including the divestiture of
the emissions business late in fiscal 2007, investment in Europe
CVS to improve those operations' efficiency beginning in the
second calendar quarter and an increase in second half North
American heavy truck production after a substantial decline in
demand in 2007.

The cyclical heavy truck industry continues to affect ARM's
financial performance.  After the divestiture of LVS discontinued
operations, ARM's revenue is roughly 65% generated from CVS.  The
heavy truck industry is coming out of a legislation-induced cycle-
trough year due to emissions regulations implemented in 2007. U.S.
Class 8 unit sales for calendar 2007 are likely to be in the
148,000 range, dropping precipitously by 47% from 284,008 units in
calendar 2006, slightly more than Fitch's original expectations of
a 35% to 45% decline.

For 2008, Fitch had been expecting healthy heavy truck demand on
the assumption that sales volume would be more normalized after
the 2006 pull-ahead of 2007 demand.  However, the potential for an
economic slow down in 2008 will likely cause tractor sales volumes
to increase only modestly from 2007 levels as fleet operators take
a cautious wait-and-see approach to investing in new capacity to
better gauge freight demand.  Mitigating the potential economic
impact to Class 8 volume, aging tractors may become an issue for
fleet operators and will eventually need to be replaced.  As a
result, Fitch believes that calendar 2008 U.S. Class 8 unit sales
will probably be in the 160,000 to 170,000 unit range, with demand
being more heavily weighted towards the second half of the year.
Since ArvinMeritor's fiscal year ends Sept. 30, the company should
experience a modest volume benefit in the fourth quarter of fiscal
2008.

ARM's fiscal 2009 free cash flow should benefit from increased
U.S. Class 8 sales volumes due to the implementation of stricter
diesel emissions standards beginning in 2010.  However, a
legislation-induced demand pull-ahead may be muted due to the
early introduction of 2010 compliant engine technology and that
the new engines and exhaust treatments are not expected to be as
costly as the 2007 technology.  LVS revenue generation and cost
reduction efforts should enable even more improvement in margins
for fiscal 2009, supporting the potential for positive free cash
flow.

CVS Europe operations have experienced higher than expected demand
but due to a lack of investment in more flexible operations, ARM
did not capitalize on the higher volume.  The inefficient European
operations contributed to the decline in consolidated EBITDA for
fiscal 2007.  Fitch expects inefficiencies to continue into at
least the first half of fiscal 2008.  ARM will also increase
capital investment in CVS Europe in the first half of fiscal 2008
to increase operational flexibility.

ARM's LVS operations may be impacted by domestic volume declines,
although Detroit Three light vehicle sales only account for 9% of
total consolidated revenue.  Through the past two cycle troughs,
domestic manufacturers have reduced inventories by spurring demand
with heavy incentives.  Unlike the past two cycle downturns, Fitch
expects the domestics to be much more aggressive in cutting
production in order to better manage inventory levels, in part due
to greater flexibility gained in the recent UAW contract

Despite operational difficulties and due in large part to proceeds
from the sale of discontinued operations, ArvinMeritor maintains
good liquidity, including $409 million in cash and cash
equivalents as of Sept. 30, 2007.  With the exception of the
undrawn $700 million revolver which expires in 2011, ARM has no
substantial maturities in the next 5 years.  Total debt, including
outstanding securitizations and factoring but excluding operating
leases, declined slightly in fiscal 2007 to $1,463 million from
$1,500 million despite negative free cash flow during the year of
$252 million (negative $108 million excluding discontinued
operations).  ARM was able offset negative free cash flow with
$310 million in gross proceeds from the sale of discontinued
operations.  The company substantially increased its utilization
of European securitizations and factoring during fiscal 2007,
after paying off a $170 million secured term loan and a
$40 million balance under its U.S. securitization program.


ASSOCIATED ESTATES: Paying $0.17/Share Dividend on February 1
-------------------------------------------------------------
Associated Estates Realty Corporation declared that a quarterly
dividend of $0.17 per share has been on the company's common
shares, payable Feb. 1, 2008, to shareholders of record on
Jan. 15, 2008.

Based in Richmond Heights, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real
estate investment trust and is a member of the Russell 2000 Index.
The company directly or indirectly owns, manages or is a joint
venture partner in 98 properties containing a total of 19,909
units located in 10 states.

                          *     *     *

Moody's Investor Service placed Associated Estates Realty
Corporation's long term foreign and local issuer credit rating at
'B+' on July 2007.  The rating still holds to date with a
stable outlook.


AVADO BRANDS: Sells 61 Restaurants to Rita Acquisition
------------------------------------------------------
The Honorable Mary F. Walrath of the United States Bankruptcy
Court for the District of Delaware approved the sale of Avado
Brands Inc. and its debtor-affiliates' 61 restaurants to Rita
Acquisition Corp., a company set up by DDJ Capital Management
LLC for the transaction, Bloomberg New reports.

The sale, Bloomberg says, will facilitate the termination of at
least $23 million of the Debtors' debt against DDJ Capital.

Rita Acquisition will continue to operate the restaurants in the
ordinary course of business, DDJ Capital's counsel, William E.
Chipman, Esq. said, as cited by Bloomberg.

                       About Avado Brands

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

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

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

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


B&V FLORIDA: Voluntary Chapter 11 Case Summary
----------------------------------------------
Lead Debtor: B.&V. Florida Holdings, L.L.C.
             88 South Atlantic Avenue
             Ormond Beach, FL 32174
             3863380674

Bankruptcy Case No.: 08-00139

        Entity                                     Case No.
        ------                                     --------
        Julian's Restaurant Group, L.L.C.          08-00142

Type of Business: The Debtors own and operate restaurants.

Chapter 11 Petition Date: January 10, 2008

Court: Middle District of Florida (Jacksonville)

Debtors' Counsel: Jonathan R. Williams, Esq.
                  P.O. Box 9247
                  Daytona Beach, FL 32120
                  Tel: (386) 882-1686
                  Fax: (386) 957-1418

B.&V. Florida Holdings, LLC's Financial Condition:

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file lists of their largest unsecured
creditors.


BCAP LLC: Moody's Downgrades Ratings on 11 Tranches to Low-B
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 20 tranches
and has placed under review for possible downgrade the ratings of
6 tranches from 4 deals issued by BCAP in 2007.  The collateral
backing these classes consists of primarily first lien, fixed and
adjustable-rate, Alt-A mortgage loans.

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

Complete list of rating actions:

Issuer: BCAP LLC Trust 2007-AA1

  -- Cl. I-M-1 Currently Aa1 on review for possible downgrade,
  -- Cl. I-M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. I-M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. I-M-4, Downgraded to Baa1, previously A1,
  -- Cl. I-M-5, Downgraded to Baa3, previously A2,
  -- Cl. I-M-6, Downgraded to Ba1, previously Baa1,
  -- Cl. I-M-7, Downgraded to Ba3, previously Baa3,
  -- Cl. II-M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. II-M-4, Downgraded to A2, previously A1,
  -- Cl. II-M-5, Downgraded to Baa2, previously A2,
  -- Cl. II-M-6, Downgraded to Ba2, previously Baa1,
  -- Cl. II-M-7, Downgraded to B3, previously Baa3.

Issuer: BCAP LLC Trust 2007-AA2

  -- Cl. I-M-2 Currently Aa2 on review for possible downgrade,
  -- Cl. I-M-3 Currently Aa3 on review for possible downgrade,
  -- Cl. I-M-4, Downgraded to A3, previously A1,
  -- Cl. I-M-5, Downgraded to Baa2, previously A2,
  -- Cl. I-M-6, Downgraded to Ba1, previously Baa1,
  -- Cl. I-M-7, Downgraded to Ba2, previously Baa2,
  -- Cl. I-M-8, Downgraded to B3, previously Baa3,
  -- Cl. II-B-1, Downgraded to Baa2, previously A2,
  -- Cl. II-B-2, Downgraded to B1, previously Baa2,
  -- Cl. II-B-3, Downgraded to B3, previously Ba2.

Issuer: BCAP LLC Trust 2007-AA3

  -- Cl. II-M-8, Downgraded to Baa3, previously Baa2,
  -- Cl. II-M-9, Downgraded to Ba1, previously Baa3.

Issuer: BCAP LLC Trust 2007-AA4

  -- Cl. I-B-2, Downgraded to Baa1, previously A2,
  -- Cl. I-B-3, Downgraded to B1, previously Baa2.


BEAR STEARNS: Moody's Keeps Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Moody's Investors Service affirmed these ratings of 18 classes of
Bear Stearns Commercial Mortgage Securities Trust 2004-TOP 14,
Commercial Mortgage Pass-Through Certificates, Series 2004-TOP14:

  -- Class A-2, $91,545,626, affirmed at Aaa
  -- Class A-3, $122,000,000, affirmed at Aaa
  -- Class A-4, $442,061,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $23,482,000, affirmed at Aa2
  -- Class C, $7,827,000, affirmed at Aa3
  -- Class D, $17,890,000, affirmed at A2
  -- Class E, $8,945,000, affirmed at A3
  -- Class F, $10,064,000, affirmed at Baa1
  -- Class G, $5,591,000, affirmed at Baa2
  -- Class H, $7,827,000, affirmed at Baa3
  -- Class J, $4,472,000, affirmed at Ba1
  -- Class K, $4,473,000, affirmed at Ba2
  -- Class L, $2,236,000, affirmed at Ba3
  -- Class M, $2,236,000, affirmed at B1
  -- Class N, $2,237,000, affirmed at B2
  -- Class O, $2,236,000, affirmed at B3

As of the Dec. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 14.6%
to $764.1 million from $894.5 million at securitization.   The
Certificates are collateralized by 103 mortgage loans ranging in
size from less than 1.0% of the pool to 9.8% of the pool, with the
top 10 loans representing 45.8% of the pool.  The pool includes
four shadow rated loans comprising 15.8% of the pool.  Three
loans, representing 6.9% of the pool balance, have defeased and
are collateralized by U.S. Government securities.  The pool has
not sustained any losses to date and currently there are no loans
in special servicing.  Five loans, representing 6.7% of the pool,
are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
approximately 96.1% of the pool.  Moody's loan to value ratio  for
the conduit component is 78.6% compared to 77.1% at Moody's last
full review in November 2006 and compared to 80.8% at
securitization.

The largest shadow rated loan is the One & Three Christine Centre
Loan ($74.5 million - 9.8%), which is secured by two adjacent
office buildings located in downtown Wilmington, Delaware.  The
two buildings total 633,000 square feet and are 100.0% occupied,
the same as at securitization.  The anchor tenant is Chase Card
Services (parent JP Morgan Chase Bank NA; Moody's senior unsecured
rating Aaa - stable outlook).  Chase leases approximately 91.0% of
the premises under a lease expiring in December 2015.  The loan is
interest only for its entire term and matures in January 2009.
Moody's current shadow rating is Baa3, the same as at
securitization.

The second largest shadow rated loan is the Greenville Place
Apartments Loan ($19.5 million -- 2.5%), which is secured by a 519
unit, 10 story apartment building, located in Greenville, DE.  The
loan is interest only for the first 60 months and then converts to
a 360 month amortization schedule.  Moody's current shadow rating
is Baa2, the same as at securitization.

The third largest shadow rated loan is the 12 E 22nd Street Loan
($13.4 million -- 1.8%), which is secured by an 89 unit apartment
building with retail on the ground floor located in New York City.
Loan performance has improved due to higher NOI and amortization.
Moody's shadow rating is Aa1, compared to Aa2 at last review and
at securitization.

The fourth largest shadow rated loan is Lincoln Tower Cooperative
Loan ($12.5 million -- 1.6%), which is secured by a 387-unit co-op
property located in the upper west side submarket of Manhattan,
New York City.  Moody's shadow rating is Aaa, the same as at
securitization.

The top three non-defeased conduit loans represent 18.5% of the
outstanding pool balance.  The largest conduit loan is the U.S.
Bank Tower Loan ($64.7 million -- 8.5%), which is secured by a 1.4
million square foot Class A office building located in downtown
Los Angeles, California.  The loan represents a 25.0% pari passu
interest in a first mortgage loan totaling $260.0 million.  As of
June 2007 the building was 83.8% leased compared to 87.0% at last
review and compared to 90.0% at securitization.  The largest
tenants are Latham & Watkins (21.0% NRA; lease expiration December
2009) and Pacific Enterprises (17.0% NRA; lease expiration June
2010).  Net operating income has decreased since securitization as
some leases have rolled to market.  The loan is interest only for
the entire term and matures in July 2013.  Moody's LTV is 76.2%
compared to 74.7% at last review and compared to 73.2% at
securitization.

The second largest conduit loan is the 840 Memorial Drive Loan
($40.9 million -- 5.4%), which is secured by a 129,000 square foot
biotech lab/office building located in Cambridge, Massachusetts.
The largest tenant is UCB Research which occupies 40.4% of the
premises under a lease expiring in June 2009.  UCB Research is
paying approximately $60.00 per square foot which is well above
market levels.  As of Dec. 2007 occupancy was 53.2% (as the result
of Schering Plough vacating) compared to 89.0% at last review and
at securitization.  The balance of the space will expire in 2009
(40.4%) and 2010 (12.8%).  Moody's LTV is in excess of 100.0%
compared to 97.6% at last review and compared to 85.8% at
securitization.

The third largest conduit loan is the San Antonio Office Portfolio
Loan ($35.2 million - 4.6%), which is secured by three office
properties located in San Antonio, Texas.  The loan is interest
only for the entire term and matures in January 2009.  Moody's LTV
is 78.5%, the same as at last review and compared to 85.9% at
securitization.


BUILDING MATERIALS: S&P Puts BB- Corp. Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Building
Materials Corp. of America, including its 'BB-' corporate credit
rating, on CreditWatch with negative implications.

"The CreditWatch placement reflects our expectation that the
ongoing downturn in residential construction will continue to
weaken the company's end markets," said Standard & Poor's credit
analyst Thomas Nadramia.  "As a result, we expect the company's
overall operating performance and credit measures in
2008 to be below our prior expectations.  Previously, our ratings
incorporated gradual improvement in the company's financial
profile following the closing of the ElkCorp acquisition, which
occurred in early 2007."

In resolving the CreditWatch listing, S&P will meet with
management and evaluate its near-term operating expectation and
the impact this will have on the company's consolidated credit
metrics and liquidity position.


CAPITAL LAND: Chap. 11 Trustee Wants Gordon & Silver as Attorney
----------------------------------------------------------------
Lisa M. Poulin, the Chapter 11 Trustee appointed in Capital Land
Investors LLC's bankruptcy case, asks the U.S. Bankruptcy Court
for the District of Nevada for authority to employ Gordon & Silver
Ltd. as her attorney as of Dec. 4, 2007.

Gordon & Silver is expected to:

     a) advise Trustee of her rights and obligations and
        performance of her duties during administration of this
        Bankruptcy Case;

     b) represent Trustee in all proceedings before the Court
        or other courts with jurisdiction over this bankruptcy;

     c) assist Trustee in the performance of her duties as set
        forth in Section 1106;

     d) assist Trustee in developing legal positions and
        strategies with respect to all facets of these
        proceedings; and

     e) provide such other counsel advice as Trustee may
        require in connection with this Bankruptcy Case.

Ms. Poulin proposes to pay the firm at these rates:

     Designation                Hourly Rates
     -----------                ------------
     Shareholders                $450 - $560
     Associates                  $185 - $395
     Paraprofessionals              $155

To the best of Ms. Poulin's knowledge, the firm does not hold any
interest adverse to the Debtor and its estates and is
"disiniterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

A hearing to consider approval of the request has been set for
Jan. 24, 2008, at 9:30 a.m., 3rd Floor of Foley Building.

The firm can be reached at:

     Gordon & Silver, Ltd.
     3960 Howard Hughes Parkway, 9th Floor
     Las Vegas, NV  89169
     Tel: (702) 796-5555
     Fax: (702) 369-2666

Las Vegas, Nevada-based Capital Land Investors LLC owns and
manages real estate.  The Debtor filed for Chapter 11 protection
on Dec. 4, 2007 (Bankr. D. Nev. Case No. 07-18099).  Talitha B.
Gray, Esq., at Gordon & Silver Ltd. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed assets and debts between $10 million and
$50 million.


CAPITAL LAND: Chap. 11 Trustee Taps Gamett & King as Fin'l Advisor
------------------------------------------------------------------
Lisa M. Poulin, the Chapter 11 Trustee appointed in Capital Land
Investors LLC's bankruptcy case, asks the U.S. Bankruptcy Court
for the District of Nevada for authority to employ Gamett & King
as her financial advisor, nunc pro tunc to Dec. 4, 2007.

Ms. Poulin expects the firm to:

     a) assist in the preparation of or inspection of the
        Debtor's financial information, including, but not
        limited to, analyses of cash and disbursements,
        financial statement items, and historical and proposed
        transactions for which Bankruptcy Court scrutiny or
        approval is sought;

     b) assist in preparing monthly operating reports and
        documents necessary for confirmation of a plan of
        reorganization;

     c) prepare necessary federal and state income tax
        returns for Debtor;

     d) provide tax advise regarding reorganization strategies
        and alternatives; and

     e) do other such functions as requested by Trustee or her
        counsel in connection with this bankruptcy case.

G&K's compensation is based on standard billing rates of $170 to
$315 per hour, plus cost actually expended.  Jason Gamett, a
shareholder of G&K, will have overall responsibility for the
services rendered.  Mr. Gamett's current hourly billing rate is
$275.

To the best of Ms. Poulin's knowledge, the firm holds no interest
adverse to the Debtor and its estate and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Las Vegas, Nevada-based Capital Land Investors LLC owns and
manages real estate.  The Debtor filed for Chapter 11 protection
on Dec. 4, 2007 (Bankr. D. Nev. Case No. 07-18099).  Talitha B.
Gray, Esq., at Gordon & Silver Ltd. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors its listed assets and debts between $10 million and
$50 million.


CAPITAL LAND: Compass Lenders Tap Bullivant Houser as NV Counsel
----------------------------------------------------------------
Compass Financial Partners LLC and Compass FP Corp., creditors,
ask the U.S. Bankruptcy Court for the District of Nevada for
authority to designate Bullivant Houser Bailey PC as their Nevada
counsel in Capital Land Investors LLC's chapter 11 bankruptcy.

Bullivant Houser will be responsible for all documents and other
papers issued out of the Court, and to transmit copies of all
documents and other papers served to the admitted out-of-state
counsel of record.  The local counsel will also keep the Compass
Creditors' counsel informed of the status of the case.

Documents filed with the Court did not disclose the firm's billing
rate.

Bullivant Houser assures the Court that they hold no interest
adverse to the Debtor and its estate and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Peter C. Bernhard, Esq.
     Georganne W. Bradley, Esq.
     Bullivant Houser Bailey PC
     3883 Howard Hughes Parkway, Suite 550
     Las Vegas, NV 89169
     Tel: (702) 669-3600
     Fax: (702) 650-2995
     http://www.bullivant.com/

Steven H. Winick, Esq., Oriz Katz, Esq., and Michael H. Ahrens,
Esq., of Sheppard Mullin Richter & Hampton LLP represent Compass
Financial Partners LLC and Compass FP Corp., creditors.

Las Vegas, Nevada-based Capital Land Investors LLC owns and
manages real estate.  The Debtor filed for Chapter 11 protection
on Dec. 4, 2007 (Bankr. D. Nev. Case No. 07-18099).  Talitha B.
Gray, Esq., at Gordon & Silver Ltd. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors its listed assets and debts between $10 million and
$50 million.


CARBIZ INC: Starts "Buy-Here Pay-Here" Operations at Nebraska
-------------------------------------------------------------
CarBiz Inc. has received a dealer license for the state of
Nebraska.  CarBiz has begun full operations at two Nebraska
locations in Omaha.

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.


CASH TECH: AMEX Approves Continued Listing Compliance Plan
----------------------------------------------------------
The American Stock Exchange has approved Cash Technologies Inc.'s
plan to regain compliance with the continued listing standards of
the Exchange by March 1, 2008.

In November 2007, after the bankruptcy of Champion Parts Inc.,
which resulted in the company writing off the approximate
$8 million balance on a promissory note owed to a subsidiary, the
company disclosed that it had been notified by the Exchange that
it had fallen out of compliance with the continued listing
standards and was required to submit a plan to regain compliance.

Cash Tech submitted its plan to regain compliance in December
2007, which the Exchange has reviewed and approved.  The company's
listing on the Exchange is being continued pursuant to an
extension.

Cash Tech will be permitted to be listed on the Exchange so long
as the Plan is accomplished by March 1, 2008.

                     About Cash Technologies

Headquartered in Los Angeles, Cash Technologies Inc. (AMEX: TQ)
-- http://www.cashtechnologies.com/-- develops and markets
innovative data processing solutions in the healthcare and
financial services industries.

Cash Technologies Inc.'s consolidated balance sheet at Aug. 31,
2007, showed $6.5 million in total assets, $10.6 million in total
liabilities, and $105,188 in minority interest, resulting in a
$4 million total stockholders' deficit.

                       Going Concern Doubt

Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.


CATHOLIC CHURCH: St. George's On Track With Payment to Victims
--------------------------------------------------------------
The Roman Catholic Episcopal Corporation of St. George's continues
to be in full compliance with the terms of the court-approved
proposal to compensate victims of sexual abuse.

On July 5, 2005, the Supreme Court of Newfoundland and Labrador,
Canada, approved a proposal by the Diocese to compensate its
creditors, particularly victims of sexual abuse, outside of
bankruptcy.

The terms of the proposal, which were negotiated with the full and
willing participation of legal counsel for the victims, was
overwhelmingly approved by creditors on May 25, 2005.

Since that time, the Corporation's representatives have engaged in
full disclosure in their meetings with the Trustee Advisory
Committee, established as a requirement under the court-approved
proposal.  At its most recent meeting held January 9, 2008, Mr.
Greg Stack, counsel for 36 of the 40 victims, was present as a
member of the committee.

Under the terms of the proposal, the Corporation was to liquidate
all of the Corporation's assets for the benefit of the victims in
a fully transparent process.  The Corporation has, thus far, been
successful in its compensation strategy; $7.8 million of the
$14 million settlement has been paid to the victims to date.

The $7.8 million was raised through donations and loans from
across Canada to purchase the churches, halls and residences of
the Corporation at their fair market value, ensuring that the
victims received the highest possible value for these
transactions.

The Corporation is diligently working in good faith to honor the
terms of the compensation proposal.  It is currently pursuing
complex legal action against its various insurers, seeking damages
of approximately $15 million.

The victims' counsel have been aware that the timing of receipt of
any insurance proceeds is uncertain due to the complexity of the
litigation.  The court considered this uncertainty and built in
flexibility for the Trustee Advisory Committee to approve
extensions of time for the Corporation to make its payment
installments to the victims.  Requests for extensions were
submitted to and approved by the Trustee Advisory Committee.

Bishop Douglas Crosby is currently out of the country and is not
available for interviews until his return on January 21, 2008.

The Diocese of St. George's -- http://www.rcchurch.com/--
established in 1904, is located in Western Newfoundland.  It
serves a Catholic population of 32,060 found in 20 parishes under
the pastoral care of 18 priests.  St. George's is one of four
Catholic dioceses in the province.  The Diocesan Centre is located
in Corner Brook.  (Catholic Church Bankruptcy News, Issue No. 112
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTRAL ILLINOIS: Court Says No to $4.5 Mil. Administrative Claim
-----------------------------------------------------------------
The Honorable Thomas Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois turned down a $4.5 million
administrative claim that pays for operational expenses in
preparation for a sale, Sarah Smith of the Ethanol Producer
Magazine reports.

"The motion was a Christmas tree and it was festooned with
ornaments," Ethanol Producer Magazine quotes Debtor's counsel,
Barry Barash, Esq., as saying.  He added that he will ask the
Court for less operating costs.

Ethanol Producer relates that the plant was originally scheduled
to be sold in February 2008, and for the plant to be prepped up
for sale, it needs around $30 million to cover operational costs.
With the rejection of the administrative claim however, the
plant's sale will be delayed until March 2008, Mr. Barash told
Ethanol Producer Magazine.

Based in Canton, Illinois, Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- operates a 37-million
gallons-per-year ethanol plant.  The Debtor filed for Chapter 11
protection on Dec. 13, 2007 (Bankr. C.D. Ill. Case No 07-82817).
Barry M. Barash, Esq., at Barash & Everett, LLC, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets between
$1 million to $100 million, and more than $100 million in
estimated liabilities.


CHRYSLER LLC: Confirms OEM Product Agreement with Nissan Motor
--------------------------------------------------------------
Chrysler LLC and Nissan Motor Co., Ltd., disclosed an agreement
for Nissan to supply Chrysler with a new car for limited
distribution in South America. Based on the Nissan Versa sedan,
the new car will be supplied to Chrysler on an Original Equipment
Manufacture basis in 2009.

The OEM supply agreement is the second product exchange between
the two corporations, with Nissan affiliate JATCO already
supplying Chrysler with transmissions since 2004.

"This kind of tactical partnership allows us to maximize product
offerings yet minimize costly investments, such as new plant
infrastructure, tooling and R&D," Chrysler LLC President and Vice
Chairman Tom LaSorda said.  "This partnership will give Chrysler
nearly immediate access to vehicle segments in which we do not
currently compete."

"Nissan has a successful track-record of win-win product exchanges
and we are pleased to be entering into this second agreement with
Chrysler," Carlos Tavares, Executive Vice President, Nissan Motor
Company, said.

The two companies have also agreed to maintain an open dialogue to
explore further product-sharing opportunities.

                       About Nissan Motor

Headquartered in Tokyo, Japan, Nissan Motor Co., Ltd. --
http://www.nissan-global.com/-- provides automotive products and
services that deliver superior measurable values to all
stakeholders in alliance with Renault.

                       About Chrysler LLC

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

                          *     *     *

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


COMMSCOPE INC: Unit Launches Offer to Buy Back Convertible Notes
----------------------------------------------------------------
CommScope Inc.'s indirect subsidiary, Andrew Corporation, has
commenced an offer to repurchase any and all of Andrew's
3-1/4% Convertible Subordinated Notes due 2013.

The indenture governing the Notes requires Andrew to make the
offer as a result of CommScope's acquisition of Andrew, by way of
merger, effective Dec. 27, 2007.

Andrew is offering to purchase the Notes for cash at a purchase
price of 100% of their principal amount.  If all of the
outstanding Notes are tendered in the tender offer, the aggregate
purchase price required to purchase the tendered Notes, and pay
accrued interest, is estimated to be approximately $167 million.

The tender offer for the Notes will expire at 5:00 p.m., New York
City time, on Feb. 15, 2008, unless extended or earlier
terminated.  Holders may withdraw their tendered Notes at any time
prior to the expiration time.  On Feb. 15, 2008, Andrew will make
a semi-annual interest payment on the Notes to holders of record
on Feb. 1, 2008.

Andrew expects to fund the tender offer from cash advanced by
CommScope, which will utilize its available cash on hand, and
through borrowings under CommScope's existing credit agreement.

As a result of the merger, each $1,000 principal amount of the
Notes is now convertible at the option of the holder, on the terms
and subject to the conditions of the indenture governing the
Notes, into $986.15 in cash and 2.304159 shares of CommScope
common stock, subject to adjustment from time to time and payments
for fractional shares, as provided in the
indenture; this represents a conversion price equal to the
consideration payable to Andrew stockholders in the merger of:

    (i) $13.50 in cash per share of Andrew common stock,
        multiplied by 73.0482; and

   (ii) 0.031543 shares of CommScope common stock, multiplied
        by 73.0482.

On Jan. 9, 2008, the closing price of CommScope common stock on
the New York Stock Exchange was $42.37 per share.

Holders of Notes may obtain the Notice of Designated Event and
Offer to Purchase from the Information Agent for the offer:

     Georgeson
     26th Floor, 199 Water Street
     New York, NY 10038-3560
     Tel (212) 440-9800 (Banks and brokers)
         (877) 386-8141 (toll free)

                    About Andrew Corporation

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

                       About CommScope Inc.

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

                          *     *     *

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


CRDENTIA CORP: Names Debbie Griffith as Dir. of Business Dev't.
---------------------------------------------------------------
Crdentia Corp. appointed Debbie Griffith, formerly director of
operations in Houston, Texas, as director of business development.
In this newly created position, Ms. Griffith will report directly
to CEO, John Kaiser and will be responsible for ensuring that
Crdentia branch offices adequately expand their services to keep
pace with healthcare staffing industry trends that show increasing
demand for allied health and locum tenens staffing.

"Debbie will play a critical role in assisting smaller Crdentia
markets to become a single source, not only for quality nurses,
but for healthcare staff of all professions and specialties," John
Kaiser, CEO, said. "Her extensive experience staffing a large
range of healthcare professionals and proven ability to
successfully diversify revenue sources will be a great asset to
our branches."

Ms. Griffith joined Crdentia in July, 2007 and brought with her 16
years of experience gained from management and executive level
positions at three large healthcare staffing companies in Houston,
Texas, where she was instrumental in negotiating new client
contracts, generating revenue streams, increasing recruitment,
promoting performance improvements anddiversifying business
services.

                       About Crdentia Corp.

Headquatered in Dallas, Texas, Crdentia Corp. (OTCBB: CRDT)
-- http://www.crdentia.com/-- is a provider of healthcare
staffing services to 1,500 healthcare providers in 49 states.
Crdentia provides temporary healthcare staffing comprised of
travel and per diem nursing, locum tenens, and allied healthcare
staffing.

                       Going Concern Doubt

KBA Group LLP, in Dallas, expressed substantial doubt about
Crdentia 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 reported
that the company has incurred net losses totaling $16.1 million
and $6.3 million for the years ended Dec. 31, 2006, and 2005,
respectively, and has used cash flows from operating activities
totaling $4.1 million and $5.1 million for the years ended Dec.
31, 2006, and 2005, respectively.  Additionally, at Dec. 31, 2006,
the company's current liabilities exceed their current assets by
$8.1 million.


CREDIT SUISSE: Moody's Maintains Low-B Ratings on 6 Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed these ratings of twenty classes
of Commercial Mortgage Pass-Through Certificates, Series 2006-C2
Credit Suisse Commercial Mortgage Trust Series 2006-C2:

  -- Class A-1, $47,676,660 affirmed at Aaa
  -- Class A-2, $66,000,000 affirmed at Aaa
  -- Class A-3, $364,878,000 affirmed at Aaa
  -- Class A-1-A, $516,868,323 affirmed at Aaa
  -- Class A-M, $143,946,000 affirmed at Aaa
  -- Class A-J, $100,762,000 affirmed at Aaa
  -- Class B, $30,588,000 affirmed at Aa2
  -- Class C, $12,595,000 affirmed at Aa3
  -- Class D, $23,391,000 affirmed at A2
  -- Class E, $17,944,000 affirmed at A3
  -- Class F, $16,193,000 affirmed at Baa1
  -- Class G, $19,793,000 affirmed at Baa2
  -- Class H, $16,194,000 affirmed at Baa3
  -- Class J, $5,398,000 affirmed at Ba1
  -- Class K, $5,398,000 affirmed at Ba2
  -- Class L, $5,398,000 affirmed at Ba3
  -- Class M, $1,799,000 affirmed at B1
  -- Class N, $7,197,000 affirmed at B2
  -- Class O, $5,398,000 affirmed at B3
  -- Class A-X, Notional affirmed at Aaa

As of the Dec. 17, 2007 distribution date, the transaction's
aggregate principal balance has decreased by approximately 0.8% to
$1.43 billion from $1.44 billion at securitization.  The
Certificates are collateralized by 194 loans, ranging in size from
less than 1.0% to 11.0% of the pool, with the top ten loans
representing 33.2% of the pool.  The pool includes one shadow
rated loan, which represent 1.8% of the pool.  No loans have
defeased, been liquidated from the pool or are in special
servicing.  Twenty-five loans, representing 24.3% of the pool, are
on the master servicer's watchlist.

Moody's was provided with full year 2006 operating results for
94.0% of the performing loans.  Moody's weighted average loan to
value ratio for the conduit component is 105.0% compared to 103.5%
at securitization.

The shadow rated loan is the Andover House Apartments Loan ($25.0
million -- 1.8%), which is secured by a 171 unit multifamily
property located in Washington, District of Columbia.  Performance
has declined primarily due to increase in expenses (insurance,
repairs and maintenance).  The loan is interest only for the
entire term.  Moody's current shadow rating is below investment
grade compared to Baa3 at securitization.

The top three conduit exposures represent 19.5% of the pool.   The
largest conduit loan is the Babcock & Brown FX1 Loan ($157.4
million -- 11.0%), which is secured by 13 multifamily properties
with a total of 4,990 units situated in Houston, Texas (8), South
Carolina (4), and Alabama (1).  The collateral consists of class B
properties built between 1965 and 1982.  In 2006 and 2007,
approximately $5.7 million was spent on property upgrades.  As of
July 2007, occupancy was 91.8% compared to 86.0% at
securitization.  Despite the increase in occupancy, performance
has declined due to increased expenses (insurance, utilities,
payroll and benefits).  This loan is on the master servicer's
watchlist due to deferred maintenance at two of the properties.
The loan is interest only for 84 months and then amortizes on a
360 month schedule.  Moody's LTV is 115.8% compared to 108.1% at
securitization.

The second largest conduit exposure is the Fortunoff Portfolio
Loan ($72.3 million -- 5.1%), which is secured by two cross
collateralized stand alone retail buildings which anchor regional
malls in Woodbridge, New Jersey and Westbury, New York.  Both are
100% leased and operated as Fortunoff department stores with
leases expiring in July 2024 and July 2025, respectively.  Moody's
LTV is 100.0% compared to 100.7% at securitization.

The third largest conduit exposure is the Lincoln Road Retail Loan
($49.0 million -- 3.4%), which is secured by three retail and
office properties totaling 53,200 square feet located in Miami
Beach, Florida.  The loan is interest only for the entire term.
Moody's LTV is 128.1%, the same as at securitization.


CYRIL WILLIAMS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Cyril Williams
        Susan Bricker-Williams
        2694 Towne Drive
        Cottonwood Heights, UT 84121

Bankruptcy Case No.: 08-20109

Chapter 11 Petition Date: January 8, 2008

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Anna W. Drake, Esq.
                  175 South Main Street, Suite 1250
                  Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 530-5955

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.


DAVITA INC: Earns $94.5 Million in 2007 Third Quarter
-----------------------------------------------------
DaVita Inc. reported net income for the third quarter and nine
months ended Sept. 30, 2007, of $94.5 million and $296.1 million,
respectively.  This compares with net income of $94.9 million and
$215.6 million for the corresponding periods of 2006.

Income from continuing operations for the three months ended
Sept. 30, 2007, excluding after-tax gains from insurance
settlements and after-tax gains on the sale of investment
securities was $89.3 million, as compared with $69.9 million for
the same period of 2006.

Net operating revenues for the three and nine months ended
Sept. 30, 2007, were $1.32 billion and $3.91 billion,
respectively, compared with $1.24 billion and $3.61 billion in the
corresponding periods in 2006.

Income from continuing operations for the nine months ended
Sept. 30, 2007, excluding after-tax gains from insurance
settlements, the after-tax valuation gain on the company's product
supply agreement with Gambro Renal Products and after-tax gains on
the sale of investment securities was $254.6 million, as compared
with $192.0 million for the same period of 2006.

For the rolling 12-months ended Sept. 30, 2007, operating cash
flow was $500 million and free cash flow was $396 million.  For
the three months ended Sept. 30, 2007, operating cash flow was
$96 million and free cash flow was $74 million.

Operating income for the three months ended Sept. 30, 2007, was
$212.0 million including pre-tax gains from insurance settlements
of $6.8 million, and was $206.0 million excluding these items.
Operating income for the nine months ended Sept. 30, 2007, was
$667.0 million including pre-tax gains from insurance settlements
of $6.8 million, and the pre-tax valuation gain on the company's
product supply agreement with Gambro Renal Products of
$55.0 million, and was $605.0 million excluding these items.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$6.78 billion in total assets, $5.00 billion in total liabilities,
$148.0 million in minority interests, and $1.63 billion in total
shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?26f5

                        About DaVita Inc.

Headquartered in El Segundo, California, DaVita Inc. (NYSE: DVA)--
http://www.davita.com/-- provides dialysis services for
patients suffering from chronic kidney failure.  It provides
services at kidney dialysis centers and home peritoneal dialysis
programs domestically in 42 states, as well as Washington, D.C.
As of Sept. 30, 2007, DaVita operated or managed over 1,300
outpatient facilities serving approximately 100,000 patients.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Fitch Ratings upgraded DaVita Inc.'s ratings including the
company's Issuer Default Rating to 'BB-' from 'B+'.  The rating
outlook is stable.


DELTA AIR: December 2007 System Traffic Increased by 3%
-------------------------------------------------------
Delta Air Lines Inc. said its system traffic for December 2007
increased 3.0% from December 2006 on a capacity increase of 3.1%.
Delta's system load factor was 77.7% in December 2007, flat from
the same period last year.

Strong demand for Delta's international product continued during
December 2007, with traffic increasing 16.4% year over year on a
13.3% increase in capacity.  This resulted in a record December
international load factor of 79.9%, up 2.1 points compared to
December 2006.  Domestic traffic in December 2007 decreased 2.8%
year over year on a capacity decrease of 1.3%.  Domestic load
factor in December 2007 was 76.6%, down 1.3 points from the same
period a year ago.

"In December, consolidated unit revenues showed solid year over
year improvement," said Glen Hauenstein, Delta's executive vice
president for Network Planning and Revenue Management.
International unit revenues demonstrated continued strength with
significant increases in both yield and traffic, while domestic
yields continued to strengthen as pricing actions implemented to
offset higher fuel costs translated to higher yields."

During December 2007, Delta operated its schedule at a 98.2%
completion rate compared to 99.0% in December 2006.  Delta boarded
8.6 million passengers during the month of December 2007, a
decrease of 2.0% from December 2006.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $32.7 billion and total liabilities of $23 billion,
resulting in a $9.7 billion stockholders' equity.  At Dec. 31,
2006, deficit was $13.5 billion.

(Delta Air Lines Bankruptcy News, Issue Number 86; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                         *     *     *

As reported in the Troubled Company Reporter Oct. 18, 2007,
Standard & Poor's Ratings Services affirmed its ratings on Delta
Air Lines Inc. (B/Positive/--) and revised the rating outlook to
positive from stable.  The outlook revision is based on continued
strong earnings, cash flow generation, and debt reduction.


DELTA AIR: Studying Likely Sale of Comair While Reviewing Mergers
-----------------------------------------------------------------
Delta Air Lines Inc., is studying a possible sale of its regional
jet service Comair while a board panel reviews merger
possibilities, Bloomberg News reports.

In an interview with Bloomberg, Delta spokeswoman Betsy Talton
said the airline is evaluating options to sell its regional unit,
"but no decision has been made."

Chief Executive Officer Richard Anderson projected that the Board
will decide on the sale in October 2007; however, no updates as
of this quarter have been disclosed.

Ms. Talton declined to comment on the progress of the Board
Committee regarding shareholder pressure to boost stock value,
Bloomberg says.

The Financial Times points Delta's delay on the Comair decision
to the airline's consideration of a merger with United Air Lines
Corporation or another competitor.

As previously reported, investor Pardus Capital Management LP, in
November 2007, urged Delta and United to merge.  The hedge fund
cited the merger's necessity amid skyrocketing jet-fuel prices.

Unidentified people familiar with the matter confirmed that Delta
asked the board panel and its merger advisers, Merrill Lynch &
Co. and Greenhill & Co., to come up with decisions.
Thereafter, JPMorgan Chase & Co., will have to act on the options
already discussed for Comair, the Financial Times said.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed the
Debtors' plan.  That plan became effective on April 30, 2007.  The
Court entered a final decree closing 17 cases on Sept. 26, 2007.

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $32.7 billion and total liabilities of $23 billion,
resulting in a $9.7 billion stockholders' equity.  At Dec. 31,
2006, deficit was $13.5 billion.

(Delta Air Lines Bankruptcy News, Issue Number 86; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                         *     *     *

As reported in the Troubled Company Reporter Oct. 18, 2007,
Standard & Poor's Ratings Services affirmed its ratings on Delta
Air Lines Inc. (B/Positive/--) and revised the rating outlook to
positive from stable.  The outlook revision is based on continued
strong earnings, cash flow generation, and debt reduction.


DELTA ENTERTAINMENT: Committee Retains Irell & Manella as Counsel
-----------------------------------------------------------------
Irell & Manella LLP has been appointed counsel to creditor
committees in two major California-based bankruptcies.

Irell partner Jeffrey Reisner, chair of the firm's bankruptcy
practice, reported that the firm is serving as counsel to the
unsecured creditors' committee for Santa Barbara-based Alert
Cellular, a retailer in the western U.S. for Verizon Wireless and
T-Mobile.  The company filed for bankruptcy protection this past
July.  It operated more than 130 retail locations in 11 western
U.S. states.

Mr. Reisner is also advising the unsecured creditors of Los
Angeles-based Delta Entertainment Corporation, and independent
music & video labels, which filed for reorganization at the end of
July.  Bankruptcy associate Kerri Lyman is working with Mr.
Reisner on both the Alert and Delta Entertainment matters.

Outside of creditor committee work, Irell has been active recently
in other bankruptcy-related assignments throughout California.
The firm recently served as counsel to debtor Agoura Hills-based
Quality Home Loans, a sub-prime mortgage lender in its bankruptcy,
when it filed for bankruptcy protection in August.  The firm now
serves as counsel to the Trustee in that case.  Quality was
represented by Irell partners William Lobel and Alan Friedman and
bankruptcy group members Mike Neue, Kerri Lyman and Issa Moe.

                     Among Other Assignments

Irell just concluded a successful representation of the official
Creditors' Committee for Los Angeles-based Computer Aided Systems.
Prior to the firm's engagement, the committee was staring at a
complete wipe-out, with zero recovery.  After years of litigation
-- the case was originally filed in 1999 -- unsecured creditors
are set to receive approximately 30 cents on the dollar.

The firm was counsel to the Creditors' Committee and subsequently,
the liquidating trustee, for Chevy's Restaurants, a large chain of
Mexican restaurants.  Irell's work led to Chevy's unsecured
creditors receiving approximately 40% of their claims, many times
the original estimate.  Mr. Reisner, Of Counsel Evan Borges,
Senior Counsel Mike Neue and associate Brian Bark were counsel.

Irell successfully represented junior secured creditors of San
Diego-based SeraCare Life Sciences, Inc., manufacturers of
biological products, in recovering 100% of their multi-million
dollar claims.  Mr. Reisner and bankruptcy group member Mike Neue
advised the secured creditors, whose claims were paid in full
under the confirmed plan of reorganization.

"Creditors, especially those holding unsecured claims, require a
strong hand to assert their claims in bankruptcy court" Mr.
Reisner said.  "As our cases have shown, with the right
combination of persistence, a strong understanding of the capital
structure and capital markets and litigation capability to back up
negotiations, creditors usually achieve good results."

Mr. Reisner said he expects to see a continued uptick in
engagements in 2008 amidst a volatile economy and further fallout
from the subprime shakeout.  "Our group is well positioned to
handle all phases of Chapter 11 matters, and we anticipate working
with corporate debtors as well as creditors and creditors'
committees in California and in other major markets nationally."

                       About Alert Cellular

Headquartered in Carpinteria, California, Alert Cellular LC
-- http://alertcellular.com/-- is an authorized wireless
retailer for Verizon and T-Mobile.  The company filed for chapter
11 protection on July 3, 2007 (Bankr. C.D. Calif. Case No. 07-
10918).  Malhar S. Pagay, Esq., and Scotta E. McFarland, Esq., at
Pachulski Stang Ziehl & Jones LLP serve as the Debtor's counsel.
When the Debtor filed for bankruptcy, it listed estimated assets
and debts of $1 million to $100 million.

                       About Irell Manella

Irell & Manella LLP -- http://www.irell.com-- is a full service
law firm with 220 attorneys in its Southern California offices in
Los Angeles and Newport Beach.  Founded in 1941, the firm is
recognized for its tax, entertainment, intellectual property,
corporate and litigation practices.

                    About Delta Entertainment

Headquartered in Los Angeles, California, Delta Entertainment
Corporation -- http://www.deltamusic.com/-- is an independent
music & video label.  The Company filed for Chapter 11 protection
on July 25, 2007 (Bnkr. C.D. Calif. Case No.: 07-16302).  Samuel
R. Maizel, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represents the Debtor.  When the Debtor filed for protection
against its creditors, it estimated assets and debts at
$10 Million and $50 Million.


DENNY'S CORP: Sept. 26 Balance Sheet Upside-Down by $201.1 Million
------------------------------------------------------------------
Denny's Corp.'s consolidated balance sheet at Sept. 26, 2007,
showed $412.9 million in total assets and $614.0 million in total
liabilities, resulting in a $201.1 million total stockholders'
deficit.

The company's consolidated balance sheet at Sept. 26, 2007, also
showed strained liquidity with $63.3 million in total current
assets available to pay $128.7 million in total current
liabilities.

The company reported net income of $5.3 million for the third
quarter ended Sept. 26, 2007, a decrease of $20.2 million compared
with prior year net income of $25.5 million.  Adjusted income
before taxes for the third quarter was $5.8 million, compared with
prior year income of $5.6 million.  This measure, which is used as
an internal profitability metric, excludes restructuring charges,
exit costs, impairment charges, asset sale gains, share-based
compensation, other nonoperating expenses and income taxes.

For the third quarter of 2007, Denny's reported total operating
revenue, including company restaurant sales and franchise revenue,
of $241.4 million compared with $258.2 million in the prior year
quarter.  The company restaurant sales component of total revenue
decreased $17.9 million due primarily to a significant reduction
in company restaurants from the prior year period.

Same-store sales growth of 1.3% at company restaurants partially
offset the impact of fewer restaurants.  During the third quarter,
Denny's opened two new company restaurants and sold 22 to
franchisee operators.  The sale of 56 company restaurants this
year under the Franchise Growth Initiative combined with the
closure of underperforming restaurants in the prior year resulted
in 51 fewer equivalent units in this year's third quarter.

Franchise revenue increased $1.1 million to $24.6 million as a
result of a $1.9 million increase in royalties and initial fees,
partially offset by a decrease of approximately $800,000 in
occupancy revenue.

Nelson Marchioli, president and chief executive officer, stated,
"Our third quarter results reflect further progress on our
strategic initiatives and a proactive approach to managing our
business in a difficult environment.  We delivered positive same-
store sales on top of strong comparable sales in the prior year,
and we achieved adjusted income growth even as we significantly
decreased the number of company restaurants through our Franchise
Growth Initiative.

"Our development programs are building momentum with 56
restaurants sold to franchisees and franchisee commitments for 71
new restaurants.  Our increasing cash flow from operations, along
with the proceeds from asset sales, has strengthened our balance
sheet as we have reduced our debt by more than $45.0 million this
year.  While we expect the current pressures facing our industry
on both sales and costs will persist in the near term, we are
confident that as we execute on our strategic initiatives we will
continue driving long-term shareholder value."

Operating income for the third quarter decreased $39.3 million to
$16.3 million due primarily to operating gains of $36.7 million in
the prior year period.  Excluding this item in both periods,
operating income for the third quarter decreased $3.3 million on
$16.8 million less in revenue.

Interest expense for the third quarter decreased $4.5 million, or
approximately 30%, to $10.5 million due primarily to reduced debt
balances and improved borrowing costs.

During the third quarter, net cash proceeds from asset sales along
with cash flow from operations were used to reduce outstanding
debt by $26.6 million.  Year-to-date, total outstanding debt has
been reduced by $45.2 million, or approximately 10.0%.

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

                    About Denny's Corporation

Headquartered in Spartanburg, South Carolina, Denny's Corporation
(Nasdaq: DENN) -- http://www.dennys.com/-- is a full-service
family restaurant chain, consisting of 394 company-owned units and
1,152 franchised and licensed units, with operations in the United
States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto
Rico.

                          *     *     *

Denny's Corp. carries Standard & Poor's 'B+' Long Term Foreign
Issuer and 'B+' Long Term Local Issuer ratings.


DIVERSEY HARBOR: Three Note Classes Get Moody's Junk Ratings
------------------------------------------------------------
Moody's Investors Service downgraded ratings of four classes of
notes issued by Diversey Harbor ABS CDO, Ltd., and left on review
for possible further downgrade ratings of two of these classes of
notes.  Another class of notes has also been placed on review for
downgrade.  The notes affected by this rating action are:

Class Description: $200,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $245,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2046

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

Class Description: $60,000,000 Class A-4 Floating Rate Senior
Secured Notes Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $25,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes Due 2046

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

Class Description: $24,000,000 Class C Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2046

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Dec. 21,
2007, as reported by the Trustee, of an event of default caused by
a failure of the Class A Overcollateralization Ratio to be greater
than or equal to the required amount pursuant Section 5.1(i) of
the Indenture dated June 1, 2006.

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

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

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A-2, Class A-3 and the Class A-4 Notes remain on review for
possible further action.


DONALD DUNAWAY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Donald B. Dunaway, Sr.
        2011 Old Highway 61
        P.O. Box 117
        Arcola, MS 38722

Bankruptcy Case No.: 08-10100

Chapter 11 Petition Date: January 10, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris, Jernigan & Geno, P.L.L.C.
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048

Estimated Assets:     $100,000 to $500,000

Estimated Debts: $1 Million to $10 Million

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


E*TRADE VI: Moody's Junks Rating on $60 Mil. Sr. Notes from Aaa
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by E*Trade VI ABS CDO VI, Ltd., with two of these
ratings left on review for possible further downgrade.  The notes
affected by this rating action are:

(1) $260,000,000 Class A-1S Variable Funding Senior Secured
    Floating Rate Notes Due 2047

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

(2) $60,000,000 Class A-1J Senior Secured Floating Rate Notes Due
    2047

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

(3) $31,000,000 Class A-2 Senior Secured Floating Rate Notes Due
    2047

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

(4) $26,000,000 Class A-3 Secured Deferrable Interest Floating
    Rate Notes Due 2047

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

(5) $14,000,000 Class B-1 Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2047

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

(6) $11,000,000 Class B-2 Mezzanine Secured Deferrable Interest
    Floating Rate Notes Due 2047

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee, on Dec. 13, 2007 of an event of default caused by
a failure of the Senior Credit Test pursuant Section 5.1(h) of the
Indenture dated April 12, 2007.

E*Trade ABS CDO VI Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities, CDO securities and
synthetic securities in the form of credit default swaps.
Reference obligations for the credit default swaps are RMBS and
CDO securities.

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

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

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


EASTMAN KODAK: Earns $37 Million in 2007 Third Quarter
------------------------------------------------------
Eastman Kodak Company reported net income of $37.0 million for the
third quarter ended Sept. 30, 2007, compared with a net loss of
$37.0 million in the same period last year.

Sales totaled $2.58 billion, a decrease of 1% from $2.60 billion
in the third quarter of 2006.

Digital revenue totaled $1.59 billion, a 12% increase from
$1.42 billion.  Traditional revenue totaled $986.0 million, a 16%
decline from $1.17 billion in the year-ago quarter.

The company reported third-quarter earnings from continuing
operations of $29.0 million pre-tax, $34.0 million after tax,
compared with a loss of $53.0 million pre-tax, $83.0 million after
tax in the year-ago period.  This represents an improvement of
$82.0 million pre-tax and $117.0 million after-tax.

Items of net expense impacting comparability in the third quarter
of 2007 totaled $94.0 million after tax.  The most significant
item was restructuring costs of $127.0 million before tax and
$96.0 million after tax.  In the third quarter of 2006, items of
net expense impacting comparability totaled $137.0 million after
tax, primarily reflecting restructuring costs.

"I am very pleased with our third-quarter performance, which
represents a milestone in the emergence of the new Kodak," said
Antonio M. Perez, chairman and chief executive officer, Eastman
Kodak Company.  "We delivered solid, value-creating digital
growth, powered by a 12% increase in digital revenue, as well as
expanded gross margins and positive net earnings.  This increases
my confidence in achieving our full-year goals and positions us
well as we enter 2008."

The company's third-quarter earnings from continuing operations,
before interest, other income, net, and income taxes were
$20.0 million, compared with a loss of $11.0 million in the year-
ago quarter.

Gross Profit margin was 26.4% for the quarter, up from 25.1%
in the prior year, primarily attributable to lower costs from
manufacturing footprint reductions, offset by adverse silver
and aluminum costs.

Net Cash Generation for the third quarter represented a use of
$95.0 million, compared with positive cash flow of $151.0 million
in the year-ago quarter.  This corresponds to net cash provided
by operating activities from continuing operations of $1.0 million
for the third quarter, compared with $237.0 million in the year-
ago quarter.

The company's debt level stood at $1.63 billion as of Sept. 30,
2007.  This is a $1.15 billion reduction from the 2006 year-end
debt level of $2.78 billion.

Kodak held $1.85 billion in cash and cash equivalents as of
Sept. 30, 2007, an increase of $745.0 million from the  year-ago
period.  This was primarily the result of proceeds from the
company's sale of its Health Group, which was completed in the
second quarter of 2007.

                         Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$12.93 billion in total assets, $10.27 billion in total
liabilities and $2.66 billion in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?26f7

                      About Eastman Kodak

Headquartered in Rochester, New York, Eastman Kodak Co. (NYSE:
EK)-- http://www.kodak.com/-- develops, manufactures, and
markets digital and traditional imaging products, services, and
solutions to consumers, businesses, the graphic communications
market, the entertainment industry, professionals, healthcare
providers, and other customers.

The company has operations in Argentina, Chile, Denmark, Greece,
Jordan, Yemen, Australia, China among others.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 14, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Eastman Kodak Co. and removed the ratings from
CreditWatch, where they had been placed with negative implications
on Aug. 2, 2006.  The outlook is negative.


EMMIS COMM: Posts $2.14 Mil. Net Loss in Qtr. Ended November 30
---------------------------------------------------------------
Emmis Communications Corporation reported $2.14 million net loss
available to common shareholders for quarter ended Nov. 30, 2007,
compared to $946,000 net income for the same period in the prior
year.

"Along with everyone in the radio business, we face unprecedented
challenges, particularly in our largest radio markets," Jeff
Smulyan, Emmis chairman and CEO, said.  "However, in the third
quarter we closed the gap between our performance and that of our
markets.  Excluding KMVN in Los Angeles, we actually outperformed
our markets.  Coupled with a continued strong showing in our
international stations and publishing operations, I'm hopeful
about the new year."

For the third quarter, radio net revenues decreased 3.2%, while
pro forma publishing net revenues were up 4.6%.  Domestic radio
net revenues decreased 7.0% during the quarter, primarily as a
result of continuing weakness in the company's New York and Los
Angeles clusters.

On Oct. 1, Emmis terminated its existing national sales
representation agreement with Interep National Radio Sales, Inc.
and entered into a new agreement with Katz Communications, Inc.
extending through March 2018.

For the third quarter, operating income was $2 million, compared
to $17.6 million for the same quarter of the prior year.  The
decrease is attributable to a one-time contract termination fee
associated with the company's change in national representative
firms.

The termination fee was paid by the company's new national
representation firm and was a non-cash charge for Emmis.  Emmis'
station operating income for the third quarter was
$26.2 million, compared to $30.2 million for the same quarter of
the prior year.

International radio net revenues and station operating expenses
for the quarter ended Nov. 30, 2007, were $9 million and
$6.4 million.  International radio net revenues increased 30% in
the quarter as net revenues jumped in each of the company's
international markets.

Subsequent to quarter end, Emmis disclosed its acquisition of
Inforadio, a national radio chain broadcasting in 13 Bulgarian
cities, for $8.8 million.  Inforadio is Emmis' third national
radio brand in Bulgaria; the company also operates Radio FM+ and
Radio Fresh.

                Liquidity and Capital Resources

At Nov. 30, 2007, the company has:

   -- cash and cash equivalents of $25.4 million;

   -- net working capital of $76.3 million;

   -- cash and cash equivalents held at various European
      banking institutions of $22.6 million;

   -- working capital increase of $15.8 million which relates
      to higher accounts receivable due to seasonality of the
      business.

At Nov. 30, 2007, the company's balance sheet showed total assets
of $1.18 billion, total liabilities of $0.77 billion, and total
shareholders' equity of $0.26 billion.

              About Emmis Communications Corporation

Based in Indianapolis, Indiana, Emmis Communications Corporation
(NASDAQ: EMMS) -- http://www.emmis.com/-- is a diversified media
firm with radio broadcasting, television broadcasting and magazine
publishing operations.   Emmis owns 21 FM and 2 AM domestic radio
stations serving New York, Los Angeles and Chicago as well as St.
Louis, Austin, Indianapolis and Terre Haute, Ind.  In addition,
Emmis owns a radio network, international radio interests, two
television stations, regional and specialty magazines, an
interactive business and ancillary businesses in broadcast sales.

                          *     *     *

Moody's Investor Service placed Emmis Communications Corporation's
long term corporate family and probability of default ratings at
'B2' in October 2007.  The ratings still hold to date with a
stable outlook.


FREMONT GENERAL: Elects Five New Members to Board of Directors
--------------------------------------------------------------
Fremont General Corporation and its bank subsidiary, Fremont
Investment & Loan, disclosed the appointments of five new members
to the company's board of directors, effective Jan. 8, 2008.

The new appointees, John C. Loring, Barney R. Northcote, Richard
A. Sanchez, Mark E. Schaffer and Robert J. Shackleton  will be
replacing outgoing directors Thomas W. Hayes, Robert F. Lewis,
Russell K. Mayerfeld, Dickinson C. Ross and James A. McIntyre on
the board of the company.

Subject to the approval of FIL's banking regulators, it is
intended that the New Directors will also be appointed as
directors of FIL.

The new appointments will result in a majority of independent
directors on the board of the company, which now consists of:

     Name                         Designation
     ----                         -----------
   Stephen H. Gordon     Chairman and Chief Executive Officer
   David S. DePillo      Vice-Chairman and President
   Richard A. Sanchez    Director, Executive Vice President
                         and Chief Administrative Officer
   John C. Loring        Independent Non-Executive Director
   Barney R. Northcote   Independent Non-Executive Director
   Mark E. Schaffer      Independent Non-Executive Director
   Robert J. Shackleton  Independent Non-Executive Director

"We are extremely pleased to have appointed these highly talented
individuals who collectively bring decades of experience having
served on boards of regulated financial institutions," Stephen H.
Gordon, chairman and chief executive officer commented.  "We are
confident that the newly comprised board will provide exceptional
guidance to the management team as we pursue strategies intended
to lead to a successful turnaround of the company and FIL."

"The appointment of the New Directors is a significant step
consistent with the company's commitment to protecting and serving
all of the company's constituents and interests, as we endeavor to
enhance shareholder value," Mr. Gordon added.

A majority of the board consists of outside, independent directors
having no employment relationship with the company.  This
structure is intended to ensure that the board is completely
impartial in meeting its obligations to guide, review and evaluate
the company's business and operations on an arm's length basis and
to better serve all shareholders.

               Background of New Board of Directors

John C. Loring (63) has served as chairman and president of newAX
Inc., an investment company, since 2005.  Prior to this position,
he worked as an attorney between 1971 and 2006, representing
institutional holders of debentures issued by troubled public
companies.

In addition, during the period 1991 through 2005, Mr. Loring
served as chairman of Astrex Inc., an entity that distributed
electronic components.  He served as vice chairman of
the board of GalVest Inc., an oil and gas producer, from 1988 to
1994.  Mr. Loring served as a director for Geauga Savings Bank
between 1989 and 2007, Weatherford International Inc., an oil and
gas well service company, from 1992 to 1994, American Savings and
Loan from 1992 to 1993, Guardian Bancorp, Inc. from 1995 to 1996,
and Fleet Aerospace, Inc., a manufacturer of aerospace components
from 1995 to 1996.

From 2003 to 2007, Mr. Loring was a managing member of Plan Vest
LLC, an entity that engaged in real estate transactions.
Mr. Loring holds a J.D. from the University of Wisconsin.

Barney R. Northcote (66) served as a director of Commercial
Capital Bancorp Inc. between August 2002 and October 2006, and he
served as a director of Commercial Capital Bank between 1987 and
October 2006.  Mr. Northcote was a founding shareholder of CCB
when it was known as Mission Savings and Loan Association.

Mr. Northcote was chairman of the nominating committee and served
as a member of the audit committee, directors
loan committee and the compensation committee of CCBI.  Prior to
founding Mission in 1985, Mr. Northcote was a founding shareholder
and director of Riverside Thrift and Loan from 1976 until the
institution was sold in 1986.

In 1965, Mr. Northcote formed Northcote Inc., a trucking and
building materials company.

Richard A. Sanchez (51) has served as executive vice president and
chief administrative officer of the company since November 2007
and as the executive vice president and chief administrative
officer of FIL since December 2007.

Prior to his positions with the company and FIL, Mr. Sanchez
served as both a bank executive and banking regulator.  From 2002
through 2006, he served as executive vice president, chief
administrative officer and corporate secretary for CCBI and CCB
and was a director of both for the one-year period preceding
CCBI's sale to Washington Mutual Inc.

Mr. Sanchez was responsible for corporate risk management and
government relations, well as policy development and review.  From
1993 to 2002, Mr. Sanchez was deputy regional director for the
Western regional office of the Office of Thrift Supervision.  In
this capacity, Mr. Sanchez planned and directed the examination
and supervision of 85 insured financial institutions with total
assets over $300 billion.

Mr. Sanchez was the recipient of Treasury Secretary Awards in
1994 and 1996 in connection with the resolution of troubled
thrifts at no cost to the Resolution Trust Corporation or SAIF
insurance fund.  Mr. Sanchez supervised six assistant directors
and a staff of approximately 100 professionals located in San
Francisco, Seattle and Southern California.

Mr. Sanchez spent the ten previous years at the OTS or its
predecessor agency in various capacities, which included assistant
director with supervisory responsibilities for both problem
institutions and large institution groups.

Mark E. Schaffer (66) has served as a managing director of
Shamrock Capital Advisors Inc.'s Real Estate Group and its Genesis
Fund since February 2004.  Shamrock Capital Advisors, Inc. is the
investment advisor affiliate of Shamrock Holding Inc., the
investment vehicle for the Roy E. Disney family.

Mr. Schaffer also served as a director of CCB from March 2003
until October 2006 and served as a director of CCBI from February
2004 until October 2006.
Mr. Schaffer was chairman of the directors legal committee and
served as a member of the audit committee and directors loan
committee of CCBI.

From July 1999 until February 2004, Mr. Schaffer worked as a
management consultant for a private real estate company.  He has
served as president of Lowe Enterprises Realty Services, where he
administered an $800 million portfolio of commercial, industrial,
and residential assets.

Mr. Schaffer started his career with Tuttle & Taylor, a Los
Angeles based law firm specializing in real estate and corporate
law, where he became the managing partner of the firm.

Mr. Schaffer holds a J.D. from the University of Southern
California.

Robert J. Shackleton (71) served as a director of CCBI between
February 2001 and October 2006, and served as a director of CCB
between January 2000 and October 2006.  Mr. Shackleton was
chairman of the audit committee and served as a member of the
Compensation Committee of CCBI.

From 1961 to 1997, Mr. Shackleton was an accountant with KPMG LLP,
an accounting firm, where he attained the position of partner-in-
charge of the Orange County audit and professional practice
department and Securities and Exchange Commission
reviewing partner.

Mr. Shackleton served as president of the California State Board
of Accountancy in 1996 and 1997.

                      About Fremont General

Headquartered in Santa Monica, California, Fremont General
Corporation (NYSE: FMT) -- http://www.fremontgeneral.com/-- is a
financial services holding company which is engaged in deposit
gathering through a retail branch network in Central and Southern
California and residential real estate mortgage servicing through
its wholly owned subsidiary Fremont Investment & Loan.  Fremont
Investment funds its operations primarily through deposit accounts
sourced through its 22 retail banking branches which are insured
up to the maximum legal limit by the Federal Deposit Insurance
Corporation.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2007
Fitch Ratings downgraded Fremont General Corp.'s Long-term issuer
default rating to 'CC' from 'CCC' and long-term senior debt to
'C/RR6' from 'CC/RR5'.  At the same time, Fitch affirmed Fremont
General Corp.'s short-term IDR at 'C', individual rating at 'E',
support rating at '5', and support floor at 'NF'.


GLOBAL POWER: Elects David L. Willis as CFO and Sr. Vice Pres.
--------------------------------------------------------------
Global Power Equipment Group Inc. appointed David L. Willis to the
position of senior vice president and chief financial officer,
effective Jan. 28, 2008.

Mr. Willis will take the place of Mike Hanson who will be
leaving the company to pursue other opportunities.  Mr. Hanson
will remain with the company until the end of February 2008,
allowing for an orderly transition of responsibilities.

"With David's wealth of financial and operations experience, he is
an exceptional addition to our senior management team," said John
Matheson, president and chief executive officer of Global Power.
"With our executive group now complete, we look forward to
achieving our goals coming out of our successful reorganization
while continuing our focus on running the business and servicing
our customers.  We also thank Mike for all of his contributions to
the company and wish him well with his future plans."

Mr. Willis has a broad range of leadership experience including
restructuring advisory services, telecommunications and energy
companies and public accounting. Most recently he was with the
restructuring practice of Alvarez and Marsal, a global
professional services firm, where he served clients in advisory
and interim management capacities overseeing the development and
implementation of initiatives to improve operational and
financial performance.

Prior to his restructuring practice, Mr. Willis held positions
with The Williams Companies, an energy and telecommunications
company, and with Ernst & Young.  Mr. Willis received his Bachelor
of Business Administration degree from the Price College of
Business at the University of Oklahoma and
holds a Master of Business Administration from the University of
Tulsa.  He is a Certified Public Accountant and a Certified
Insolvency Restructuring Advisor.

               About Global Power Equipment Group

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

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

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

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


GREAT SMOKY: Case Summary & Largest Unsecured Creditor
------------------------------------------------------
Debtor: Great Smoky Adventures, L.P.
        2720 Clabo Road
        Sevierville, TN 37862
        Tel: (865) 654-6230

Bankruptcy Case No.: 08-30111

Type of Business: The Debtor owns and operates a campground.

Chapter 11 Petition Date: January 10, 2008

Court: Eastern District of Tennessee (Knoxville)

Debtor's Counsel: C. Dan Scott, Esq.
                  P.O. Box 4650
                  Sevierville, TN 37864-4650
                  Tel: (865) 453-3300

Estimated Assets: $1 Million to $100 Million

Estimated Debts:        $50,000, to $100,000

Debtor's Largest Unsecured Creditor:

   Entity                      Claim Amount
   ------                      ------------
Helen Haynes                   $60,000
2720 Clabo Road
Sevierville, TN 37862


GREENBRIER CO: Earns $2.6 Million in Quarter Ended November 30
--------------------------------------------------------------
The Greenbrier Companies reported $2.6 million net earnings for
fiscal first quarter ended Nov. 30, 2007, compared to
$1.9 million for the same period in 2007.

"While we achieved year-over-year growth, we experienced an
expected seasonal business slowdown on a sequential basis,"
William A. Furman, president and chief executive officer, said.
"Similar to last year, we anticipate improvement in our financial
results as the year progresses with earnings more heavily weighted
to the second half of the year.  This anticipated earnings
improvement is due principally to a more favorable product mix,
cost reduction initiatives, and lower overall tax rate."

"A weaker overall economy, soft railcar loadings, and market
saturation of certain freight car types are all factors
contributing to caution on the part of our customers,"
Mr. Furman added.  "As a result, we are experiencing an
increasingly competitive  new railcar market environment in north
america."

"All new railcar builders in north america are feeling these
effects, placing pressure on deliveries and margins,"
Mr. Furman stated.  "Our large backlog, efficient leasing
capability, new railcar product line expansion, and stronger
competitive footprint will keep us well positioned and very
competitive in the new railcar marketplace."

                Liquidity and Capital Resources

At Nov. 30, 2007, the company reported that:

   -- cash decreased $14.1 million to $6.7 million from
      $20.8 million at Aug. 31, 2007;

   -- cash used in operations was $8.8 million compared to
      $41.9 million in Nov. 30, 2006.

   -- cash used in investing activities was $12.6 million
      compared to $274.2 million in the prior comparable
      period.

   -- capital expenditures totaled $14.5 million compared to
      $30.5 million  in 2006.

   -- net proceeds received was $186.6 million from borrowings
      under revolving credit lines.

At Nov. 30, 2007, the company's balance sheet showed total assets
of $1.06 billion, total liabilities of $0.81 billion and total
shareholders' equity of$0.25 billion.

               About Greenbrier Companies Inc.

Headquartered in Lake Oswego, Oregon, Greenbrier (NYSE: GBX) -
http://www.gbrx.com/-- is a supplier of transportation equipment
and services to the railroad industry.  The company builds new
railroad freight cars in its three manufacturing facilities in the
U.S. and Mexico and marine barges at its U.S. facility.  It also
repairs and refurbishes freight cars and provides wheels and
railcar parts at 35 locations across north america.  Greenbrier
also builds new railroad freight cars and refurbishes freight cars
for the european market through both its operations in Poland and
various subcontractor facilities throughout europe.  Greenbrier
owns approximately 9,000 railcars, and performs management
services for approximately 138,000 railcars.

                          *     *     *

The Greenbrier Cos. Inc. continues to carry Moody's Investors
Service's 'B1' long term corporate family rating, which was placed
in March 2007.


GREENPARK GROUP: Court Confirms Chapter 11 Plan of Liquidation
--------------------------------------------------------------
The United States Bankruptcy Court for the Central District
of California confirmed GreenPark Group LLC and its debtor-
affiliates' Second Amended Chapter 11 Plan of Liquidation.

The Court determined that the Amended Liquidation Plan satisfies
the 13 standards for confirmation under Section 1129(a) of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on Oct. 26, 2007, the
Greenpark Group's debtor-affiliates are:

   * California/Nevada Development LLC
   * GreenPark Runkle Canyon LLC
   * GreenPark Las Vegas LLC
   * GreenPark South Las Vegas LLC
   * McCadden Development LLC
   * South Las Vegas LLC

GreenPark Group told the Court that it owns McCadden and Runkle.
In addition, GreenPark Group owns 85% membership interest in CND
and 15% owns by Cilcorp.  On the other hand, Realex Properties
Inc. owns 98% membership interest in GreenPark Group and 2% owns
by James R. Wheeler, GreenPark Group's senior vice president.

                      Overview of the Plan

The Debtors' Plan contemplates for the payment of valid creditors
from the available cash on hand of approximately $22,600,000 on
the effective date, which is comprised of: $13,600,000 cash in DIP
account and $9,000,000 of note receivable.

The Debtors said that Runkle will collect the proceeds of the
$9,000,000 note receivable, and distributes to valid creditors.

The Debtors further said that in order for CND and McCadden to
make distributions under the Plan, GreenPark Group will contribute
$25,000 to CND and McCadden to be distributed pro rata to their
creditors.

                      Treatment of Claims

Under the Plan, all Administrative and Priority Tax Claims will be
paid in full on the effective date.

Unsecured Creditors of GreenPark Group, totaling $3,030,428, will
be paid 100% without interest on the effective date.

CND's Unsecured Creditors, totaling $971,311, will receive a pro
rata share of the available assets, while the Unsecured Creditors
of McCadden, totaling $2,313,402, will also receive a pro rata
share of the available assets under the Plan.

Runkle, SLV, GPSLV and GPLV's Unsecured Creditors will be paid
100% of their respective claim on the effective date.

                  GreenPark Group Equity Interest

Realex Properties Inc.' equity interest in GreenPark will receive
any assets remaining after all valid claims have been satisfied;
provided that $3,000,000 will reserved to satisfy Realex's
interest to the extent the interest have no been paid in
accordance with a prior Court order.

           Runkle, SLV, GPSLV and GPLV Equity Interest

Equity Interest in this class will also receive any remaining
assets after all valid claims have been paid.

                  CND and McCadden Equity Interest

Equity Interest holders of both CND and McCadden will not be
entitled to receive any distribution on account of their interest
and will be deemed cancelled on the effective date of the Plan.

               Wheeler and Kiesecker Equity Interest

Mr. Wheeler and Peter Kiesecker, a creditor of GreenPark Group,
each will receive $1,500,000, to the extent possible that the
amount has not been paid pursuant to a Court order.

                      About GreenPark Group

Headquartered in Seal Beach, California, GreenPark Group LLC,
is a real estate developer and building contractor.  The Company
and its affiliate, California/Nevada Developments LLC, filed for
chapter 11 protection on June 23, 2006 (Bankr. C.D. Calif.  Case
Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell &
Manella, LLP, represents the Debtors.  No Official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for protection from their creditors, the Debtors
estimated assets and debts between $10 million and $50 million.


GREENWICH CAPITAL: Moody's Junks B3 Rating on Class Q Certificates
------------------------------------------------------------------
Moody's Investors Service downgraded these ratings of three
classes and affirmed these ratings of twenty-one classes of
Greenwich Capital Commercial Funding Corp. Commercial Mortgage
Trust, Series 2006-GG7:

  -- Class A-1, $61,754,880, affirmed at Aaa
  -- Class A-2, $260,782,000, affirmed at Aaa
  -- Class A-3, $101,915,000, affirmed at Aaa
  -- Class A-AB, $125,000,000, affirmed at Aaa
  -- Class A-4, $1,845,339,000, affirmed at Aaa
  -- Class A-1-A, $95,024,662, affirmed at Aaa
  -- Class A-M, $361,165,000, affirmed at Aaa
  -- Class A-J, $261,845,000, affirmed at Aaa
  -- Class B, $27,088,000, affirmed at Aa1
  -- Class C, $54,175,000, affirmed at Aa2
  -- Class D, $27,087,000, affirmed at Aa3
  -- Class E, $22,573,000, affirmed at A1
  -- Class F, $45,146,000, affirmed at A2
  -- Class G, $31,602,000, affirmed at A3
  -- Class H, $45,145,000, affirmed at Baa1
  -- Class J, $40,632,000 affirmed at Baa2
  -- Class K, $36,116,000 affirmed at Baa3
  -- Class L, $13,544,000, affirmed at Ba1
  -- Class M, $18,058,000, affirmed at Ba2
  -- Class N, $18,058,000, affirmed at Ba3
  -- Class O, $4,515,000, downgraded to B2 from B1
  -- Class P, $13,544,000, downgraded to B3 from B2
  -- Class Q, $9,029,000, downgraded to Caa1 from B3
  -- Class X, Notional, affirmed at Aaa

As of the Dec. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.1%
to $3.57 billion from $3.61 billion at securitization.  The
Certificates are collateralized by 134 mortgage loans secured by
commercial and multifamily properties.  The loans range in size
from less than 1.0% to 6.9% of the pool, with the top 10 loans
representing 44.5% of the pool.  The pool consists of one shadow
rated loan, representing 5.6% of the pool.  No loans have been
defeased or liquidated from the pool.  Twenty-one loans,
representing 12.2% of the pool, are on the master servicer's
watchlist.

Four loans, representing 2.7% of the pool, are in special
servicing.  Moody's is estimating $16.0 million of losses for the
specially serviced loans.  This is due primarily to the West Oaks
Mall Loan ($81.5 million -- 2.3%), which is more than 90 days
delinquent.  The loan is secured by a 506,497 square foot retail
center in Houston, Texas.  The form of ownership is a tenant in
common structure.  The borrower has filed for bankruptcy.  The
original loan amount was $86.0 million; however, the borrower used
reserves to pay down the loan.

As of September 2007, in-line occupancy was 73.0% compared to
86.6% at securitization.

Moody's was provided with year-end 2006 operating results for
98.0% of the pool.  Moody's loan to value ratio is 109.9% compared
to 103.8% at securitization.  Moody's is downgrading Classes O, P,
and Q due to projected losses on the specially serviced loans and
loan LTV dispersion.  Thirty-nine loans, representing 22.6% of the
pool, have a Moody's LTV in excess of 120.0% compared to six loans
representing 5.5% of the pool at securitization.

The shadow rated loan is the One New York Plaza Loan
($200.0 million -- 5.6%), which is secured by a 2,417,000 square
foot, 50-story, Class A office building located in New York City.
Moody's current shadow rating is Baa2, the same as at
securitization.

The top three conduit loans represent 17.7% of the pool.  The
largest conduit loan is the Investcorp Retail Portfolio Loan
($248.4 million -- 7.0%), which is secured by 29 retail properties
totaling 2,798,308 square feet.  The properties are located in
Houston (15), Dallas (11) and San Antonio (3).  The trust's
interest is an 80% share in a $312.2 million whole loan.  The
whole loan is divided into a fixed rate note (trust portion) and a
floating rate note (non-trust portion), with a portion ($123.0
million) of the fixed rate note being subordinate to the floating
rate note ($63.8 million).  The loan is interest only for the
entire term.  Moody's LTV is 109.6% compared to 111.6% at
securitization.

The second largest conduit loan is the J.P. Morgan International
Plaza I & II Loan ($191.7 million -- 5.4%), which is secured by
two office buildings totaling 756,900 square feet and located in
Farmers Branch, Texas.  Moody's LTV is 114.2%, the same as at
securitization.

The third largest conduit loan is the 55 Corporate Drive Loan
($190.0 million -- 5.3%), which is secured by a three-building,
669,700 square foot component of a 149-acre office complex located
in Bridgewater, New Jersey.  Moody's LTV is 107.7%, the same as at
securitization.


HEARTLAND AUTO: Section 341(a) Creditors' Meeting Set for Jan. 17
-----------------------------------------------------------------
The United States Trustee for Region 6 will convene a meeting of
Heartland Automotive Holdings, Inc.'s creditors at 10:00 a.m., on
Jan. 17, 2008, at Room 7A24 - Fritz G. Lanham Building, 819 S.
Taylor at Forth Worth in Texas.

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 Omaha, Nebraska, Heartland Automotive Holdings, Inc. --
http://www.heartlandjiffylube.com/-- operates quick-oil-change
stores in the U.S.  The company and its nine affiliates filed for
Chapter 11 protection on Jan. 7, 2008 (Bank. N.D. Tex. Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, L.L.P.
represents the Debtors in their restructuring efforts.  When the
Debtor filed for protection from their creditors, they listed
assets and debts between $100 million and $500 million.


HORNBECK OFFSHORE: Acquiring Superior Achiever for $190 Million
---------------------------------------------------------------
Hornbeck Offshore Services Inc. has entered into a definitive
asset purchase agreement with Superior Offshore International
Inc., to acquire the Superior Achiever for approximately
$190 million in the aggregate.

Superior Achiever is a T-22 class DP-3 new generation multi-
purpose support vessel and related owner-furnished equipment,
under construction at Merwede Shipyard in Holland with an
anticipated fourth quarter 2008 delivery.  Merwede Shipyard is
also building for Hornbeck the HOS Iron Horse, a T-22 class
DP-3 MPSV of the same design, with an expected fourth quarter 2009
delivery.

With the pending acquisition of the Superior Achiever, the
company's MPSV program now consists of four vessels.  The closing
with Superior is subject to customary conditions, including third
party consents, and is expected to occur on or before Jan. 21,
2008.

Hornbeck has also agreed to a five-year time charter with Superior
for the Superior Achiever or another acceptable vessel at a
dayrate commensurate with the company's target investment
parameters.  Superior will have the option to terminate the
charter with 90-days' advance notice at the end of each sequential
six-month period within the term.

The definitive agreement also provides that Hornbeck and Superior
will agree to negotiate in good faith toward the
establishment of a non-exclusive joint marketing and cooperation
agreement and that the parties will endeavor to seek mutually
beneficial business opportunities utilizing their complementary
resources.

Hornbeck also plans to expand its current offshore supply
vessel newbuild program.  The company has contracted for the
construction of two additional proprietary 240 ED class OSVs with
Atlantic Marine in Jacksonville, Florida, which is the same U.S.
shipyard that is currently building four identical "sister
vessels" for Hornbeck.

The two new vessels are anticipated to be delivered in 2010. With
these incremental newbuilds, the company's fourth OSV newbuild
program now consists of vessel construction contracts with three
domestic shipyards to build 16 DP-2 vessels comprised of six
proprietary 240 ED class OSVs, nine proprietary 250 EDF class OSVs
and one 285 class new generation OSV.

In addition, the company has agreed to purchase a leasehold
interest in a parcel of improved real estate adjacent to HOS Port,
its existing shore-base facility located in Port Fourchon,
Louisiana.  The new facility lease has close to seven years
remaining on its initial term, with four additional five-year
renewal periods.

The acquisition of this additional shore-base will support
Hornbeck's operations in the Gulf of Mexico's deepwater offshore
port and will provide lay-down area in support of its growing MPSV
program.

The company relates that the combined acreage of the two adjoining
properties will be approximately 60 acres, more than double the
present size of HOS Port.  The acquired facility, known as the
"Rowan Base," will also increase the company's shore-base lifting
capacity by two cranes, and will extend its waterfront bulkhead by
over 1,000 additional linear feet to nearly 3,000 total linear
feet.

The acquisition closing is subject to customary conditions,
including third party consents, environmental testing and
regulatory approvals, and is expected to occur in mid-January
2008.

The company plans to fund the incremental expected cost of these
transactions, along with its newbuild and conversion programs,
from projected cash flows from operations and an expanded
revolving credit facility.

In conjunction with these statements, Hornbeck is in the process
of increasing its revolving credit facility with its existing bank
group to a borrowing base of at least $200 million, up from $100
million.  The credit facility, which is undrawn, has an accordion
feature that allows for a maximum available borrowing base of $250
million.

          About Superior Offshore International Inc.

Based in Lafayette, Louisiana, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/-- is a
provider of subsea construction and commercial diving services to
the crude oil and natural gas exploration, and production,
gathering and transmission industries on the outer continental
shelf of the Gulf of Mexico.

                 About Hornbeck Offshore Services

Based in Covington, Louisiana, Hornbeck Offshore Services Inc.
(NYSE: HOS) -- http://www.hornbeckoffshore.com/-- through its
subsidiaries, provides offshore supply vessels for the offshore
oil and gas industry primarily in the United States Gulf of Mexico
and internationally.  Hornbeck Offshore currently owns a fleet of
over 80 vessels primarily serving the energy industry.

                         *     *     *

Moody's Investor Services placed Hornbeck Offshore Service's
probability of default rating at 'Ba3' in September 2006.  The
rating still holds to date with a negative outlook.


IAC/InterActiveCorp: Reports 14MM Stake Sale to Liberty Media
-------------------------------------------------------------
InterActiveCorp disclosed that Liberty Media Corporation has
purchased 14 million shares of its common stock from a single
holder at a price of $24.25 per share.

At the time of the transaction, IAC entered into a standstill
agreement with Liberty.  The standstill agreement is subject to
customary exceptions and will expire on the earlier of
April 15, 2009, or the completion or abandonment of IAC's
restructuring.

As contemplated by the standstill agreement, IAC also purchased 6
million shares of its common stock from the same holder at $24.25
per share.

The company related that Liberty took advantage of recent weakness
in IAC's shares to increase its holding at an attractive price.
As a result of this purchase and IAC's redemption, Liberty now
holds approximately 30% of the economic value of IAC shares.

                       About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                            About IAC

IAC InterActiveCorp. (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Standard & Poor's Ratings Services lowered its ratings on
IAC/InterActiveCorp to 'BB' from 'BBB-' and placed them on
CreditWatch with negative implications, indicating the potential
for further negative rating movement.


IKON OFFICE: Weak Quarter Results Prompt S&P to Keep BB Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services kept its ratings, including the
'BB' corporate credit rating, on Malvern, Pennsylvania-based IKON
Office Solutions Inc. on CreditWatch with negative implications,
following the company's announcement that it expects to report
weaker-than-expected results for the quarter ended Dec. 31, 2007.
The Nov. 21, 2007, CreditWatch placement reflected the company's
announcement that its board of directors approved the repurchase
of $500 million of its common
stock.

In December 2007, IKON completed the repurchase of $295 million of
stock through a tender offer, financed by existing cash balances
and a $150 million note offering. Adjusted total debt to EBITDA
was about 4x as of Dec. 31, 2007.

"We will assess the company's current and prospective operating
performance before resolving the CreditWatch.  If IKON completes
the balance of the share repurchase authorization during fiscal
2008, the rating could be lowered by up to two notches, as
leverage would exceed 4.5x," said Standard & Poor's credit analyst
Martha Toll-Reed.

IKON is the leading independent provider of document management
systems and services, with fiscal 2007 revenues of $4.2 billion.


INTERDENT SERVICE: Weak Liquidity Cues Moody's to Junk Ratings
--------------------------------------------------------------
Moody's Investors Service lowered the ratings of InterDent Service
Corporation following a continued decline in operating performance
leading to limited access to the company's revolving line of
credit.  The ratings outlook was revised to negative from stable.

The downgrade of the Corporate Family Rating to Caa2 from B3
primarily reflects the company's weak liquidity position and high
financial leverage.  InterDent's external liquidity position is
vulnerable to the restrictive covenants on its revolving credit
facility.  Mitigating the company's vulnerability to access to the
revolver is the recent
$2 million bridge loan from its private equity owners.  Further
substantiating liquidity concerns, InterDent's adjusted EBIT /
Interest projects to be significantly less than 1 times for fiscal
year 2007.

The revision of the ratings outlook to negative from stable
reflects Moody's expectation that InterDent will experience
minimal growth in operating performance that will strain liquidity
over the near term.

These ratings were downgraded:

  -- Corporate Family Rating to Caa2 from B3;

  -- Probability of Default Rating to Caa2 from B3; and

  -- $80 million 10.75% Senior Secured Notes due 2011 to Caa2
     (LGD3, 48%) from B3 (LGD3, 46%).

InterDent Service Corporation provides practice management
services to multi-specialty group dental practices in the U.S.
As of Sept. 30, 2007, InterDent provided management services to
128 affiliated dental practices in Arizona, California, Hawaii,
Kansas, Nevada, Oklahoma, Oregon, and Washington.


INTERSTATE BAKERIES: Losses Ch. 11 Control as Exclusivity Expires
-----------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates lost control
over its chapter 11 case after its exclusive right to solicit
acceptances of a plan of reorganization expired on Jan. 7, 2008.

As reported in the Troubled Company Reporter on Nov. 6, 2007, the
Debtors filed a Chapter 11 Plan and Disclosure Statement on
Nov. 5, 2007 with the U.S. Bankruptcy Court for the Western
District of Missouri.  The Plan is based on a commitment by Silver
Point Finance, LLC, to provide IBC  with up to $400,000,000 in
exit financing upon its emergence from Chapter 11; and IBC's plan
funding agreements to support the Plan from JPMorgan Chase Bank,
N.A., McDonnell Investment Management LLC, Quadrangle Master Fund
Ltd., and Silver Point Capital, L.P.

The International Brotherhood of Teamsters and The Yucaipa
Companies, LLC, submitted a preliminary proposal for IBC's
reorganization on Dec. 13, 2007.  Yucaipa and the Teamsters will
jointly and exclusively sponsor a plan of reorganization that
provides for the payment in full of claims held by IBC's senior
secured lenders and values the business at an enterprise valuation
of $580,000,000.

Among other things, the IBC Plan provides that:

   (a) the prepetition lenders' funded debt totaling approximately
       $450,000,000 would be exchanged for $250,000,000 in second
       lien notes, $165,000,000 of convertible secured notes, and
       $35,000,000 of class A common stock, each to be issued by
       Reorganized IBC;

   (b) holders of general unsecured claims would receive 25.9%
       of the outstanding shares of common stock of Reorganized
       IBC and the opportunity to participate in a rights
       offering entitling unsecured creditors to subscribe for
       an additional $50,000,000 of class B common stock;

   (c) IBC's existing common stock would be cancelled, and
       existing shareholders would not receive any distribution;
       and

   (d) Reorganized IBC would obtain exit financing from Silver
       Point in an amount up to $400,000,000, consisting of a
       $120,000,000 secured revolving credit facility, a
       $60,000,000 senior secured term loan facility, and a
       $220,000,000 letter of credit facility.

IBC has said it intends to continue with its previously announced
alternative bid or auction process, wherein alternative
investment proposals must be submitted by Jan. 15, 2008.  In
the event multiple bids are received, an auction will be held
January 22.  A hearing is currently scheduled before the Court on
January 29, at which the Court can approve the highest or
otherwise best offer.

As previously reported in the TCR, IBC tried to force the
Teamsters and Yucaipa to file a plan and disclosure statement by
Jan. 3, 2008.  The Court denied the request, saying "such an
ultimatum would be wholly unwarranted."

"[T]he Debtors are in no position to complain about the absence
of bids or proposals at this juncture, and they are certainly in
no position to demand that potential bidders be put under an
expedited and totally unreasonable deadline because of their
frustrations with the [Teamsters]," the Honorable Jerry Venters
said.

                           About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.

The Debtors have been been actively seeking higher and better
offers to the proposed financing and plan support agreements and
received interest from multiple parties regarding the opportunity
to invest in the company.  The deadline for investors to submit
initial bids was on November 28 and deadline to submit final bids
is on Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 82; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


JABIL CIRCUIT: Fitch Rates Proposed $300MM Notes Offering at BB+
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Jabil Circuit, Inc.'s
proposed Rule 144A offering of $300 million senior unsecured notes
due 2018.

Fitch currently rates Jabil as:

  -- Issuer default rating 'BB+';
  -- Senior unsecured revolving credit facility 'BB+';
  -- Senior unsecured debt 'BB+'.

The Outlook is Stable.

Fitch expects Jabil to utilize the proceeds from the proposed debt
issuance to repay $300 million outstanding under its revolving
credit facility.  The funds drawn on the credit facility were
previously used to repay $400 million due on Jabil's $1 billion
bridge facility which funded the purchase of Taiwan Greenpoint in
2007.

Liquidity was solid as of November 30, 2007 and included
$664 million in cash and an $800 million unsecured revolving
credit facility, expiring 2012, of which, $700 million should be
available to the company following the notes offering.  Jabil also
has an off-balance sheet $325 million accounts receivable
securitization program which the company utilizes for additional
liquidity.  Annual free cash flow has averaged approximately
$200 million historically but declined to negative $231 million in
fiscal 2007 following the loss of a significant customer program
early in the year which resulted in a temporary decline in
profitability.  Fitch expects free cash flow to return to a more
normal level in fiscal 2008 as EBIT margins have risen above 3%
from a recent low of 1.6% in fiscal second quarter 2007.

Total debt outstanding pro forma for the proposed notes offering
is $1.3 billion consisting primarily of these:

   i) $100 million outstanding on the company's $800 million
      revolving credit facility;

  ii) $297 million in 5.875% senior unsecured notes due 2010;

iii) $400 million senior unsecured term loan due July 2012; and

  iv) $300 million in senior unsecured notes due 2018.

Additionally, Jabil has approximately $266 million outstanding
under its $325 million accounts receivable securitization program
which matures in February 2008.


JABIL CIRCUIT: Moody's Puts Ba1 Rating on Proposed $300MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Jabil Circuit,
Inc.'s proposed offering of $300 million senior notes due 2018 and
affirmed its existing ratings and negative outlook.  Moody's also
assigned a speculative grade liquidity rating of SGL-1.  The new
issue proceeds will be used to repay debt outstanding under the
company's $800 million revolving credit facility, which represents
the remaining debt incurred to finance the Taiwan Green Point
Enterprises acquisition.

The rating for the senior notes is the same as the Ba1 corporate
family rating, which reflects the competitive pricing pressures
and inherent volatility that currently plague the EMS industry, as
well as rising capex and working capital associated with Jabil's
transition to a more vertically integrated business model to
compete more effectively against its competitors.  The rating is
constrained by the company's single digit gross margins,
$200-250 million 3-year restructuring program and its associated
near-term negative impact on already thin gross/operating margins.
Additionally, weakness in the consumer segment, unfavorable
product mix and the winding down of old OEM programs prior to full
ramp-up of higher margin vertical programs are expected to
pressure revenue growth rates and restrain average margins.
Finally, financial leverage of 3.1x (Moody's adjusted), which
still reflects the 2007 debt-financed acquisition of Green Point,
positions Jabil in the Ba1 rating category.  Moody's notes that
the rating also considers the possibility of further debt-funded
acquisitions as the company seeks to advance its market position
against competitors in the EMS space.

Notwithstanding these near-term challenges, Moody's expects Jabil
will maintain a solid market position longer-term, benefiting from
the overall growth in the electronics markets, the secular OEM
outsourcing trend as well as the opportunities (and potential
competition) from convergence of similar capabilities with ODMs
and component distributors.  Jabil's Tier 1 leadership status,
historic quality execution and customer service in the traditional
EMS space, growing market share and global footprint with
facilities near OEM customer sites are also positive credit
drivers.  The company has adopted an operating model concentrating
on end-to-end solutions, mechanical design and vertical component
production (consumer business), and on emerging EMS end markets
with higher margin/low volume characteristics, which Moody's views
favorably.  Consideration is given to the company's
rationalization of its manufacturing footprint, the shift of
production to lower cost regions, improving working capital and
expected costs savings from restructuring initiatives.

The negative outlook reflects Jabil's reduced financial
flexibility as a result of increased financial leverage,
profitability weakness and expectations of diminished free cash
flow over the next several quarters.  Notwithstanding the
company's anticipation for improvement in working capital
efficiency over the near term, the negative outlook also considers
the increase in working capital consumption in the recent fiscal
year without a commensurate increase in profitability,
expectations of capex slightly above historical levels and risks
associated with the integration of Green Point.

Moody's could stabilize the outlook upon Jabil's achievement of
sustainable free cash flow generation while maintaining leverage
at or below current levels, commensurate with the Ba1 rating.  The
outlook could also stabilize upon evidence of operational
execution in non-traditional high margin/low volume EMS segments
and successful integration of Green Point resulting in higher
sustainable operating margins.

The company's SGL-1 rating reflects very good liquidity and
financial flexibility.  As of Nov. 30, 2007, Jabil maintained
roughly $664 million of cash.  Although free cash flow was
negative $228.5 million for fiscal 2007, $229.7 million of
positive free cash flow was generated in the last two quarters.
Free cash flow is expected to remain weak, yet gradually recover
as Jabil's cash conversion cycle improves.  In July 2007, Jabil
entered into an amended and restated $1.2 billion unrated 5-year
senior unsecured credit facility with its initial lenders
comprised of an $800 million revolver and $400 million term loan.
At that time, $400 million was drawn from the term loan to pay
down amounts outstanding under the Bridge Facility.  Jabil
currently has $400 million outstanding under the revolver.  The
amended credit facility, which requires a material adverse change
representation for each borrowing, contains financial covenants
requiring the maintenance of interest coverage of 3.0x EBITDA and
financial leverage equal to or less than 3.5x debt to EBITDA (sans
Moody's adjustments).

These new ratings were assigned:

  -- $300 Million Senior Unsecured Notes due 2018 -- Ba1 (LGD-
     4, 52%)

  -- Speculative Grade Liquidity -- SGL-1

These ratings were affirmed:

  -- Corporate Family Rating -- Ba1
  -- Probability of Default Rating -- Ba1
  -- $300 Million Senior Unsecured Notes due 2010 -- Ba1 (LGD-
     4, 52%)

Jabil Circuit, Inc., headquartered in St. Petersburg, Florida, is
an electronic product solutions company providing comprehensive
electronics design, manufacturing and product management services
to global electronics and technology companies in the networking,
telecommunications, computing and storage, peripherals, consumer
products, automotive and instrumentation and medical industries.
Revenues for the twelve months ended Nov. 30, 2007 were
$12.4 billion.


JAYS FOODS: Rabin Worldwide Auctions Equipment on January 24
------------------------------------------------------------
Jays Foods Inc. said it will conduct a public sale of its
equipment on Jan. 24, 2008, at its manufacturing headquarters on
East 99th Street.

This statement follows the bankruptcy court's acceptance of a
$24.8 million bulk sale of the majority of the firm's assets to
another party.

The equipment auction will be conducted by Rabin Worldwide of San
Francisco and is open to the public.  It will include batch frying
systems utilized to make the "Krunchers" kettle style chips, four
continuous fry lines which produced the bulk of Jays regular &
barbeque potato chips, two popcorn systems which were recently
producing the famous O-Ke-Doke popcorns, well as office
furnishings and tools.

Those interested in learning more about the auction can call
1-800-421-2144 for complete listings and photos.

                      About Jays Foods Inc.

Chicago-based Jays Foods Inc. -- http://www.jaysfoods.com/--
wholesales confectionery products and manufactures snack chip
products.  Jays Foods leases real property, and owns certain
equipment, in Chicago, Illinois where it operates a manufacturing
facility that makes snacks mostly under the Jays, O-KE-DOKE and
Krunchers brand names.  Jays is 100% owned by Jays Holding Company
Inc.

The company, then known as Jays Food LLC, first filed for chapter
11 protection on March 5, 2004 (Bankr. N.D. Ill. Case No. 04-
08681).  David Missner, Esq., Marc I. Fenton, Esq. and Thomas
Zwartz, Esq. at Piper Rudnick LLP were counsels to the Debtor.  In
the March 2004 case, a Section 363 sale took place and most of the
assets of former Jays Foods were sold to Jays Foods Acquisition
Inc., predecessor to Jays Foods Inc.  The March 2004 case was
closed on or about March 9, 2007.

Select Snacks Inc., on the other hand, owns real property,
improvements and equipment in Jeffersonville, Indiana where it
operates a manufacturing facility that makes private label and co-
manufactured snacks for its customers.  Select Snacks is 100%
owned by Select Snacks Holdings Company, Inc.

Both Select Holding and Jays Holding are 100% owned by Ubiquity
Brands LLC.

As of the Oct. 11, 2007, the Debtors had approximately 943
employees of which Select has 262 (211 union employees and, 51
non-union employees) and Jays has 681 total employees (236 union
employees and 445 non-union employees).

Jays Foods and Select Snacks filed voluntary chapter 11 petitions
on Oct. 11, 2007 (Bankr. N.D. Ill. Case Nos. 07-18768 and 07-
18769).  Mark K. Thomas, Esq., Brian I. Swett, Esq., Jeremy T.
Stillings, Esq., Myja K. Kjaer, Esq., at Winston & Strawn LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC serve as
their notice, claims and balloting agent.  The Official Committee
of Unsecured Creditors has selected Jeffrey N. Pomerantz, Esq.,
and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones
LLP, as its counsel.  The Debtors' schedueles of assets and
liabilities disclose total assets of $40,709,164 and total
liabilities of $30,745,755.


JP MORGAN: Fitch Holds 'BB' Rating on $20.1MM S. 1999-C8 Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed J.P. Morgan Commercial Mortgage Finance
Corp.'s mortgage pass-through certificates, series 1999-C8 as:

  -- $290.4 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $36.6 million class B at 'AAA';
  -- $32.9 million class C at 'AAA';
  -- $14.6 million class D at 'AAA';
  -- $25.6 million class E at 'AAA';
  -- $11 million class F at 'AAA';
  -- $16.5 million class G at'A-';
  -- $20.1 million class H at 'BB'.

The $14.8 million class J remains 'CC/DR4'.  Class A-1 has paid in
full.

The affirmations reflect stable performance since Fitch's last
rating action.  As of the December 2007 distribution date, the
pool's aggregate principal balance has been reduced 36.8% to
$462.4 million from $731.5 million at issuance.  Since issuance,
27 loans (37.1%) have defeased, including two (14.6%) of the ten
largest loans in the pool.

One loan (4.7%), a 692-unit multifamily property in Rolling
Meadows, Illinois is specially serviced.  The borrower has brought
the loan current as of Dec. 18, 2007; however, default interest
and late charges remain outstanding.  The property is currently
listed for sale.  Fitch will continue to monitor the performance
of this loan.

Fitch reviewed performance information provided by Midland Loan
Services, Inc., the master servicer, for the ninety-one remaining
loans in the pool.  Of the non-defeased loans remaining in the
pool, Fifty-seven loans have balloon structures and are scheduled
to mature within 36 months with a weighted average months to
maturity of 15.1 months.  These fifty-seven loans have a weighted
average debt service coverage ratio of 1.87 times and a weighted
average coupon of 7.5%.


JP MORGAN: Moody's Junks Rating on Class M Certificates from B3
---------------------------------------------------------------
Moody's Investors Service downgraded these ratings of three
classes and affirmed these ratings of 17 classes of J.P. Morgan
Chase Commercial Mortgage Securities Corp., Commercial Mortgage
Pass-Through Certificates, Series 2004-CIBC8:

  -- Class A-1, $39,227,894, affirmed at Aaa
  -- Class A-1A, $315,254,370, affirmed at Aaa
  -- Class A-2, $188,000,000, affirmed at Aaa
  -- Class A-3, $110,000,000, affirmed at Aaa
  -- Class A-4, $349,357,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $31,348,000, affirmed at Aa2
  -- Class C, $14,107,000, affirmed at Aa3
  -- Class D, $28,213,000, affirmed at A2
  -- Class E, $14,107,000, affirmed at A3
  -- Class F, $15,674,000, affirmed at Baa1
  -- Class G, $12,539,000, affirmed at Baa2
  -- Class H, $18,809,000, affirmed at Baa3
  -- Class J, $6,270,000, affirmed at Ba2
  -- Class K, $6,269,000, affirmed at Ba3
  -- Class L, $6,270,000, affirmed at B2
  -- Class M, $4,702,000, downgraded to Caa1 from B3
  -- Class N, $4,702,000, downgraded to Caa3 from Caa2
  -- Class P, $3,135,000, downgraded to Ca from Caa3

As of the Dec. 12, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 5.1%
to $1.17 billion from $1.25 billion at securitization.  The
Certificates are collateralized by 104 mortgage loans ranging in
size from less than 1.0% to 12.9% of the pool, with the top ten
non-defeased loans representing 47.8% of the pool.   The pool
includes four shadow rated investment grade loans comprising 26.9%
of the pool.  Nine loans, representing 5.2% of the pool balance,
have defeased and are collateralized by U.S. Government
securities.

One loan has been liquidated from the pool, resulting in a $13.9
million loss.  Currently there is one loan representing less than
1.0% in special servicing.  Moody's is not estimating a loss from
this specially serviced loan at this time. Thirteen loans,
representing 14.0% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 and partial year 2007
operating results for approximately 99.7% and 89.2%, respectively,
of the pool's performing loans.  Moody's loan to value ratio for
the conduit component is 89.0%, compared to 90.4% at Moody's last
full review in December 2006 and compared to 92.6% at
securitization.  Moody's is downgrading Classes M, N and P due to
realized losses.

The largest shadow rated loan is the Forum Shops Loan
($150.3 million - 12.9%), which is a 33.3% pari passu interest in
a $485.2 million first mortgage loan.  The loan is secured by a
639,000 square foot retail center located at Caesar's Palace in
Las Vegas, Nevada.  The center was 98.4% occupied as of March
2007, compared to 99.4% at last review.  Average tenant sales for
the trailing 12-month period ending March 2007 were $1,525 per
square foot for tenants less than 10,000 square feet compared to
$1,234 per square foot for calendar year 2005.   The property is
also encumbered by an $82.7 million B Note, which is held outside
the trust.  Moody's current shadow rating is Aaa, compared to Aa1
at last review.

The second shadow rated loan is the Harbor Plaza Loan
($82.9 million -- 7.1%), which is secured by a 740,000 square foot
Class A office complex located in Stamford, Connecticut.   The
complex was 88.3% occupied as of November 2007, compared to 84.6%
at last review.  The largest tenants include National Westminster
Bank (27.7% NRA; lease expiration 2012; parent Royal Bank of
Scotland Group plc - Moody's senior unsecured rating Aa1 -
negative outlook), Time Warner Entertainment (23.2% NRA; lease
expiration 2011; Moody's senior unsecured rating Baa2 - stable
outlook) and Ascent Media Group, Inc. (19.9% NRA; lease expiration
2012).  Moody's current shadow rating is Baa3, the same as at last
review.

The third shadow rated loan is the Camp Creek Marketplace Loan
($43.0 million -- 3.7%), which is secured by a 425,000 square foot
community center located in Atlanta, Georgia.  The center is
anchored by Target and Lowe's, which are not part of the
collateral, and is 98.0% occupied.  The center's largest tenants
include BJ's Wholesale Club, Marshall's and Ross Stores.  Moody's
current shadow rating is Baa3, the same as at last review.

The fourth shadow rated loan is the Northpark Mall Loan
($39.0 million -- 3.3%), which is secured by the borrower's
interest in a 984,000 square foot regional mall located in Joplin,
Missouri.  The mall is anchored by Sears and J.C. Penney.  The
property was 91.2% occupied as of September 2007, compared to
94.2% at last review.  Performance has improved since
securitization due to higher rents, stable expenses and
amortization.  The loan has amortized 6.8% since securitization.
Moody's current shadow rating is A3, compared to Baa1 at last
review.

The top three conduit loans represent 14.1% of the outstanding
pool balance.  The largest conduit loan is the Hometown America
Portfolio VI Loan ($77.9 million -- 6.7%), which is secured by six
manufactured housing communities located in four states.
The portfolio contains a total of 2,727 pads with individual
properties ranging from 201 to 1,000 pads.  The largest property,
which represents 43.0% of the allocated loan amount, is located in
suburban Detroit, Michigan.  The portfolio was 85.4% occupied as
of June 2007, compared to 86.6% at last review.  Moody's LTV is
94.8%, compared to 93.8% at last review.

The second largest conduit loan is the Santee Trolley Square Loan
($52.4 million -- 4.5%), which is secured by a 311,000 square foot
retail power center located approximately 18 miles northwest of
San Diego in Santee, California.  The center is shadow anchored by
Target and the largest tenants include 24 Hour Fitness, Bed Bath &
Beyond and T.J. Maxx.  The center was 98.1% occupied as of
September 2007, essentially the same as at last review.  Moody's
LTV is 97.4%, essentially the same as last review.

The third largest conduit loan is the 554 Third Avenue Loan ($33.9
million -- 2.9%), which is secured by a 126-unit multifamily
property located in New York City.  The property is 100.0% leased
to ExecuStay Corporation for 15 years through January 2019.
ExecuStay may terminate its lease on one or all of the rental
units with 60 days notice and payment of a termination fee.
Moody's LTV is 88.6%, compared to 89.2% at last review.


KELLWOOD COMPANY: Launches $60 Mil. Tender Offer of 7.875% Notes
----------------------------------------------------------------
Kellwood Company has commenced a cash tender offer for up to
$60 million aggregate principal amount of its 7.875% Notes due
2009 utilizing a portion of the proceeds from the sale of the
Smart Shirts business.  The tender offer will expire at midnight,
New York City time, on Feb. 6, 2008, unless extended or earlier
terminated.

Under the terms and conditions of the tender offer, holders who
tender their Notes on or prior to 5:00 p.m., New York City time,
on Jan. 23, 2008 will be eligible to receive the total
consideration of $1,035 per $1,000 principal amount of Notes
tendered, which includes an early tender premium of $30 per $1,000
principal amount of Notes tendered.

Under the terms and conditions of the tender offer, Holders who
tender their Notes after 5:00 p.m., New York City time, on
Jan. 23, 2008, and on or prior to midnight, New York City time, on
Feb. 6, 2008, will be eligible to receive only the tender offer
consideration of $1,005 per $1,000 principal amount of Notes
tendered, namely the total consideration minus the early tender
premium.

In addition, holders will receive in respect of purchased Notes
accrued and unpaid interest to, but not including, the date
payment for such Notes is made. Under the terms and conditions of
the tender offer, if the aggregate principal amount of Notes
validly tendered and not properly withdrawn exceeds
$60 million, Kellwood will accept Notes for purchase on a pro rata
basis.

Payment for purchased Notes will be made in same day funds one
business day after the expiration of the offer, or soon as
practicable thereafter.

The tender offer is conditioned upon the satisfaction or waiver of
certain conditions.  If any of the conditions are not satisfied or
waived, Kellwood is not obligated to accept for purchase or pay
for, and may delay the acceptance for purchase of, any tendered
Notes, and may terminate the tender offer.

J.P. Morgan Securities Inc. will act as sole Dealer Manager for
the tender offer.  Persons with questions regarding the tender
offer should contact J.P. Morgan Securities Inc. at (866) 834-4666
(toll-free) and (212) 834-3424 (collect).

Requests for documents may be directed to Global Bondholder
Services Corporation, the Information Agent for the offer, at
(212) 430-3774 or (866) 470-3900.

                     About Kellwood Company

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.

Smart Shirts is a manufacturer, marketer, seller and distributor
of woven and knit garments - men's shirts.  While a manufacturer
for private brands, this business also designs, makes, and sells
licensed brands of men's shirts including Nautica, Claiborne,
Axcess A Claiborne Company, Concepts by Claiborne, O Oscar, an
Oscar de la Renta Company, and Perry Ellis.  Smart Shirts has 14
manufacturing facilities located in the People's Republic of
China, Hong Kong, Sri Lanka and the Philippines.

                         *     *     *

As reported in the Troubled Company Reporter on Jan 7, 2008,
Standard & Poor's Ratings Services said that its long-term
corporate credit rating 'BB-' on Kellwood Co. would remain on
CreditWatch with negative implications after Kellwood's report
that it has entered into an $80 million accelerated share
repurchase program.


KLEROS PREFERRED: Moody's Junks Rating on $54MM Notes from Aa2
--------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Kleros Preferred Funding III, Ltd., and left on
review for possible further downgrade ratings of three of these
classes of notes.  The notes affected by this rating action are:

Class Description: $1,800,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2050

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

Class Description: $90,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050

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

Class Description: $54,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2050

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $9,800,000 Class C Fourth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

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

Class Description: $25,800,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

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

Class Description: $6,000,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

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

Class Description: $8,000,000 Combination Notes Due 2050

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Jan. 2,
2008, as reported by the Trustee, of an event of default caused by
a failure of the Class A Sequential Pay Ratio to be greater than
or equal to the required amount pursuant Section 5.1(h) of the
Indenture dated Sept. 26, 2006.

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

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

As provided in Section 5.1 of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

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


LANDMARK FBO: High Leverage Prompts S&P to Place B Corp. Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to aviation support provider Landmark FBO LLC.   The
outlook is stable.

S&P also assigned its 'BB-' bank loan and '1' recovery ratings,
indicating expectations of very high (90%-100%) recovery in the
event of a payment default, to Landmark's proposed $218 million
senior secured first-lien credit facilities, consisting of a
$30 million revolving credit facility and a $188 million term
loan.  In addition, Standard & Poor's assigned its 'B-' bank loan
and '5' recovery ratings, indicating expectations of modest (10%-
30%) recovery in the event of a payment default, to the company's
proposed $120 million senior secured second-lien term loan.

GTCR Golder Rauner LLC and Platform Partners LLC, both private
equity firms, are together acquiring DAE Aviation Holdings Inc.'s
(B+/Stable/--) airport services business (Landmark Aviation) as
well as Encore FBO for about $500 million, excluding fees and
expenses.  Pro forma for the transaction, Landmark's debt leverage
will be very aggressive, with debt (adjusted for material
operating leases) to EBITDA (adjusted for lease-related interest
expense, DAE separation, synergies, and recent acquisitions and
contracts) of about 7x.  The company's overall financial profile
is likely to remain highly leveraged over the next two years.
However, S&P expects Landmark to show modest, albeit steady, gains
in credit measures as earnings improve and free cash flow is
applied to debt repayment, with debt to EBITDA 5x-6x, EBITDA
interest coverage 1.75x-2x, and funds from operations close to
10%.

"The corporate credit rating on Landmark reflects high debt
leverage, very weak cash flow protection measures, risks
associated with the cyclical and competitive general aviation
services market, and modest earnings and cash flow generation,"
said Standard & Poor's credit analyst Roman Szuper.  Those
factors outweigh the Houston, Texas-based company's position as
the third-largest provider of fixed-based operator (FBO) services,
enhanced by scarce airport leases that provide considerable
barriers to entry, and currently favorable conditions in the
business jet sector, Landmark's largest
market.

The company will continue to operate under the Landmark Aviation
brand, with pro forma combined revenues of about $450 million.
Landmark's network will comprise 42 FBOs (39 locations in North
America and three in Europe).

Landmark's leading position in FBO services, strong conditions in
the business jet market, and anticipated earnings improvement and
debt reduction should gradually improve credit protection measures
to levels appropriate for the rating over the next two years.
Based on current expectations, an outlook revision to either
positive or negative is not likely, at least in the near term.
However, S&P could revise the outlook to negative if a weak U.S.
economy leads to substantially lower demand for the company's
services, resulting in material operational shortfalls.


LEVITT AND SONS: Can Use AmTrust Loan to Build Hartwood Homes
-------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida authorized, on an interim basis,
Levitt and Sons LLC and Levitt and Regency Hills by Levitt and
Sons LLC to immediately borrow an aggregate amount not to exceed
$460,000 to be utilized as required by a term sheet for a DIP
financing and lender consent to pre-approved sale procedures.

The obligations of LAS and LAS Regency Hills under the DIP Credit
Agreement and certain loan documents will (i) pursuant to Section
364(c)(1) of the Bankruptcy Code, at all times constitute allowed
administrative expense claims in the two Debtors' cases having
priority over all administrative expenses of the kind specified
in Sections 503(b) or 507(b) of the Bankruptcy Code; and (ii)
pursuant to Sections 364(c)(3) and 364(d)(1) of the Bankruptcy
Code, be secured by a perfected lien and security interest upon
all of the tangible and intangible property of LAS Regency Hills.

The automatic stay provisions of Section 362 of the Bankruptcy
Code are modified to the extent necessary to permit (i) LAS
Regency Hills to grant the DIP Liens and to permit it and LAS to
perform their obligations; and (ii) the DIP Lender, AmTrust Bank,
to deliver a default notice.

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 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.

Judge Ray also approved the sale procedures and the DIP Credit
Agreement in all respects.

                      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. 9; 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: Deposit Holders Want Official Committee Formed
---------------------------------------------------------------
The Ad Hoc Committee of Deposit Holders of Seasons at Prince
Creek West asks the U.S. Bankruptcy Court for the Southern
District of Florida to direct the U.S. Trustee to form an official
committee of deposit holders in Levitt and Sons LLC and its
debtor-affiliates' bankruptcy cases.

The Seasons Committee is comprised of a group of individuals who
contracted to purchase single family homes at the Seasons at the
Prince Creek West development at Horry County, in South Carolina.
Seasons is owned by Debtor Levitt and Sons of Horry County, LLC.

The Seasons Committee relates that Seasons was promoted by the
Debtor prepetition as an "Active Adult Community" and marketed to
a demographic comprising mostly of retirement-aged individuals or
couples.  In addition to amenities that include a grand club
house and a sports complex, the Debtor offered three series of
floor plans under the names "Dynasty," "Majestic," and
"Venetian."  Prices for these homes range from $234,900 to
$346,900.

Deposits for homes in the Seasons at the Prince Creek West
development range from $19,491 to $58,508.  The Seasons Committee
believes that deposits for homes at Seasons are not held in
escrow by the Debtor, but were taken into the Debtor's general
operating funds as and when paid in by prospective purchasers.

Robert P. Charbonneau, Esq., at Ehrenstein Charbonneau Calderin,
in Miami, Florida, tells the Court that the members of the
Seasons Committee and several individuals in the 460-unit Seasons
community now find themselves with:

    -- deposits which cannot be returned due to the fact that
       they were not held in escrow;

    -- partially completed homes;

    -- no amenities; and

    -- in the worst instances, individuals in their mid- to late
       70's, or older, with no other savings with which to
       purchase housing commensurate with that for which they
       contracted with LAS Horry prepetition.

The Seasons Committee is also uncertain if any of the
construction warranties contracted for can or will be honored in
the event Seasons is completed, Mr. Charbonneau continues.

Also, due to the nature of the interests of the Official
Committee of Unsecured Creditors, the Seasons Committee maintains
that it cannot adequately represent its interests or other
deposit holders in the Debtor's Chapter 11 case.  "The rights of
the deposit holders are unique, separate from, and may
potentially conflict with the rights of general unsecured
creditors," Mr. Charbonneau says.  "The sources of these
differences lie in the purchase contracts in which the deposit
holders have entered into with the Debtors prepetition, and the
rights provided to the deposit holders under Sections 365(i) and
(j) of the Bankruptcy Code."

Mr. Charbonneau also points out that the Debtors have a pending
DIP Financing Motion, which, if approved, would result in the
Debtors' assumption of these purchase contacts under Section
365(a).  He notes that the Debtors will have to cure defaults
occurring as of the Petition Date in order to assume those
contracts.

The Seasons Committee contends that the only way to cure the
breaches for purposes of Section 365(b) is the completion of the
homes, along with the common area amenities, so purchasers may
obtain the benefit of their bargain and buy the "community
experience" sold to them by the Debtor prepetition.

Mr. Charbonneau adds that if the deposit holders' contracts are
rejected, the deposit holders will be entitled to lien claims on
the Debtor's property under Section 365(j).  Those lien holders,
he avers, will have the right to assert lien interests in the
Debtor's property that the general unsecured creditors will not.

Moreover, several deposit holders believe that the Debtor is out
of escrow and may have taken deposits into its general operating
funds, according to the Seasons Committee.  This may create
equitable claims against various asset and cash pools of the
Debtor's estate that could give rise to common law lien claims or
other arguments that could even take those cash or asset pools
out of the realm of the Debtor's estate property altogether, Mr.
Charbonneau says.

Thus, these issues must be examined by an entity without a
conflict of interest, Mr. Charbonneau emphasizes.  "Because of
the character and nature of the interests represented by the
Creditors Committee, it cannot, and should not, be charged with
representing the interest of the deposit holders before the
Court."

In the alternative, the Seasons Committee seek recognition as an
official committee under Section 1102(a) of the Bankruptcy Code.

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

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


LEVITT & SONS: Subsidiary Wants to Sell Real Property for $14.5MM
-----------------------------------------------------------------
Levitt and Sons of Lee County LLC, a subsidiary of Levitt & Sons
LLC, obtained permission from the Honorable Raymond B. Ray of the
U.S. Bankruptcy Court for the Southern District of Florida to sell
a real property it owns located in Lee County, Florida, subject to
higher and better bids.

The Lee County Property is encumbered by a mortgage in favor of
KeyBank N.A., that secures obligations totaling $95,000,000,
according to Jordi Guso, Esq., at Berger Singerman, P.A., in
Miami, Florida.  The Debtors seek to sell the Property as
promptly as possible, consistent with the due process
requirements of Sections 363 and 365 of the Bankruptcy Code and
the Agreement.

Accordingly, on Dec. 18, 2007, LAS Lee County, as seller, and
BNYH Bonita, LLC, as purchaser, entered into an Amended Purchase
Agreement for the sale of the Property.  The Agreement
contemplates, among other things, that:

     * BNYH will pay LAS Lee County $14,500,000 for the purchase
       of the Property;

     * The Property will be conveyed to BNYH, free and clear of
       all liens, claims, liabilities, encumbrances and other
       interests, which will attach to the proceeds;

     * BNYH will assume certain documents related to the
       Property; and

     * LAS Lee County reserves its right to accept higher and
       better offers for the Property.

BNYH has posted a $1,000,000 deposit in its counsel's trust
account.

A full-text copy of the BNYH Purchase Agreement is available for
free at http://researcharchives.com/t/s?26f8

The Court has approved the form of the agreement relating to the
sale of the Lee County Property.

To maximize recovery for the estates, Judge Ray has also
permitted LAS Lee County to subject the Property to Court-
approved bidding procedures.

In order to participate in an auction for the sale of the
Property, all interested parties must submit their bids in
writing no later than Jan. 28, 2008, at 5:00 p.m., Florida
Time, the Court ruled.

Specifically, any bidder wishing to bid for the Property must
deliver no later than Jan. 28, 2008, a copy of the initial
written purchase offer to LAS Lee County and its counsel, counsel
for KeyBank, BNYH's counsel, and the Official Committee of
Unsecured Creditors, in the form substantially similar to the
BNYH Purchase Agreement.  The offer may not be subject to any
financing, due diligence or other contingency.

Each qualified bidder must place a $1,000,000 initial deposit in
escrow in the trust account of LAS Lee County's counsel.  The
Initial Deposit will be refundable if the Qualified Competing Bid
is not deemed the highest and best bid.  The Initial Deposit,
however, will be conditionally non-refundable as to the second
highest bidder.

Each qualified bidder must also provide evidence reasonably
satisfactory to LAS Lee County and the Creditors Committee,
demonstrating the bidder's financial ability to close and to
consummate an acquisition of the Property.

The initial overbid for all of the Property must exceed BNYH's
$14,500,000 offer by at least $150,000.  Any successive overbids
for all of the Property at an auction, if any, will be in
increments of not less than $50,000 in excess of the last
submitted, highest qualified bid for the Property.

The successful bidder will close on or before the 11th day after
the entry of an order approving the sale.  LAS Lee County will be
authorized to accept the second highest bid as a back-up bid to
the successful bidder's bid and will be permitted to close on the
Back-Up Bid in the event that the successful bidder does not
timely close the sale.

If more than one qualified bid is received, an auction will be
held on Jan. 30, 2008, at 10:00 a.m., local Fort Lauderdale
time, at the offices of Berger Singerman, P.A., at 350 East Las
Olas Blvd., Suite 1000, in Ft. Lauderdale, Florida.

KeyBank will not credit bid at the Auction, unless BNYH defaults
and there are no other Qualified Bids.

In the event BNYH is not deemed as the successful bidder, the
Court has authorized LAS Lee County to reimburse BNYH its
reasonable, actual and fully documented expenses in an amount not
to exceed $100,000.  Provided that BNYH is not in default, the
reimbursement of BNYH's expenses will be considered an
administrative expense priority in LAS Lee County's estate and
will be paid from the closing proceeds of the Property sale.

If BNYH is the second highest bidder, BYNH will act as the Back-
Up Bidder if the successful bidder does not close the sale for
any reason.  If BNYH is not the first or second highest bidder,
BNYH has the right, at its election, to stand as an additional
back-up buyer at its last and final bid amount if the successful
bidder or Back-Up Bidder does not close the sale for any reason.

KeyBank has agreed to carve-out from the proceeds of the sale an
amount equal to $300,000 plus 10% of the gross proceeds of the
Property sale in excess of $14,250,000.  The Carve-Out will be
available for the payment of allowed administrative, priority and
general unsecured creditors of the Debtors.

Mr. Guso asserts that the sale of the Property to the successful
purchaser is a prerequisite to LAS Lee County's ability to
confirm a plan.  The proposed sale is in contemplation of a plan
and thus, the transfer of the Property to the successful bidder
and the resulting transactions are exempt from any transfer,
sales, stamp or similar tax, pursuant to Section 1146(a) of the
Bankruptcy Code, the Court held.  Any objection to the Court's
provision on tax exemption, if any, should be served on LAS Lee
County's counsel by January 28.

The Court will conduct a final hearing to consider approval of
the highest and best bid for the Property on Jan. 31, 2008, at
11:00 a.m.

           Florida Revenue Dept. Calls for a Rehearing

The Florida Department of Revenue contends that it was not
properly served with the Sale Motion or the Court Order.  As the
Sale Motion sought to deny the Revenue Department's right to
collect a tax, which would otherwise be due and owing, the Motion
is governed by Rule 9014(a) of the Federal Rules of Bankruptcy
Procedure, Joel S. Knee, Esq., in Hollywood, Florida, notes, on
behalf of the Department.  As the matter would necessarily be a
contested matter, Rule 9014(b) requires that the Sale Motion be
served in the same manner provided for by Rule 7004(b)(6) of the
Federal Rules of Bankruptcy Procedure, he adds.

As the Department was not served in accordance with Bankruptcy
Rules 9014 and 7004, the Court Order is not binding on the
Department under considerations of due process, Mr. Knee asserts.

Moreover, the sale of assets does not qualify for the tax
exemption under Section 1146(a), the Department argued.  Not only
has there been no confirmation of a plan, as of neither the
Debtor nor a party-in-interest has filed a plan, Mr. Knee points
out.  Thus, to the extent the Court Order provides an exemption
based upon Section 1146(a), the Department seeks a rehearing on
the applicability of the Section 1146(a) exemption.

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

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


LIBERTY MEDIA: Acquires 14 Million of InterActiveCorp's Stake
-------------------------------------------------------------
Liberty Media Corporation has purchased 14 million shares of
InterActiveCorp's common stock from a single holder at a price of
$24.25 per share.

At the time of the transaction, Liberty entered into a standstill
agreement with IAC.  The standstill agreement is subject to
customary exceptions and will expire on the earlier of April 15,
2009, or the completion or abandonment of IAC's  restructuring.

As contemplated by the standstill agreement, IAC also purchased 6
million shares of its common stock from the same holder at $24.25
per share.

Liberty took advantage of recent weakness in IAC's shares to
increase its holding at an attractive price.  As a result of this
purchase and IAC's redemption, Liberty now holds approximately 30%
of the economic value of IAC shares.

                           About IAC

IAC InterActiveCorp. (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                       About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.  The rating still holds to date.


LONDON FOG: Court Confirms Chapter 11 Plan of Liquidation
---------------------------------------------------------
The United States Bankruptcy Court for the District of Nevada
confirmed  the Chapter 11 plan of liquidation jointly filed
by London Fog Group Inc. and its debtor-affiliates, and the
Official Committee of Holding Unsecured Creditors, on Sept. 21,
2007, as amended on Oct. 31, 2007.

The Court determined that the Liquidation Plan satisfies the
13 standards for confirmation under Section 1129(a) of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on Nov. 6, 2007, the
plan proponents tell the Court that the plan does not include
debtor-affiliate Homestead Holdings Inc.

The Debtors disclosed that they have approximately $5.4 million in
cash, which includes approximately $1.9 million held in the a
trust account at the Debtors' general bankruptcy counsel, Perkins
Coie LLP.

                       Overview of the Plan

The plan contemplates the liquidation and dissolution of the
Debtors' property for distribution to their creditors in
accordance with the priority scheme under the Bankruptcy Code.

Under the plan, a disbursing agent will be appointed and will
be responsible for the administration of the Debtors' plan.  On
behalf of the Debtors as sole shareholder of Homestead Holdings,
the disbursing agent will have authority to continue to operate
Homestead Holdings as debtor and debtor-in-possession after the
effective date.

At the effective date, all of the Debtors' estates will be
substantively consolidated, and all of assets of the Debtors will
be considered assets of the consolidated estates.

                       Treatment of Claims

Under the plan, administrative claims will be paid in full.  The
Debtors reveal that there is a disputed administrative claim by
Jintex Asia and Arshad Corporation, suppliers of Homestead.

Priority claims estimated to be about $17,000, including tax
priority and employee claims, will also be paid in full.
Penalties and postpetition interest will not be paid.

Secured claims, other than those already paid or resolved by
settlement, are believed to have already been satisfied.  Other
secured claims in the form of small personal property and similar
tax claims will be paid in full.

General unsecured creditors, holding claims totaling approximately
$18.6 million, will receive a pro rata payment from the total
amount of cash available.  The plan proponents say that unsecured
creditors will receive between 15% to 27% of their claims.  The
Debtors disclose that there are about $15.4 million of undisputed
and $11.7 million of disputed general unsecured claims.

Holders of equity interests will not receive any distribution or
property under the Plan.

                        About London Fog

Headquartered in Seattle, Washington, London Fog Group Inc.
nka PTI Holding Corp. -- http://londonfog.com/-- designs and
retails jackets and other professional apparel.  The company
and its affiliates first filed for chapter 11 protection on
Sept. 27, 1999  (Bankr. D. of Delaware, Lead Case No. 99-03446).

On March 20, 2006, the company filed for a second chapter 11
protection (Bankr. D. Nev. Case No. 06-50146), with six
affiliates, including its parent company, PTI Holding Corp.,
filing separate chapter 11 petitions.  London Fog's case is
consolidated under PTI Holding Corp.'s bankruptcy case (Bankr.
D. Nev. Case No. 06-50140)

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.
and Alan D. Smith, Esq., at Perkins Coie LLP represent the
Debtors in their restructuring efforts.  Aron M. Oliner, Esq.,
at Buchalter Nemer and David C. McElhinney, Esq., at Beckley
Singleton, Chtd. represent the Official Committee of General
Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts between
$50 million to $100 million.


M.B.H. INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: M.B.H. Investments, L.L.C.
        42210 North 10th Street
        Phoenix, AZ 85086
        Tel: (623) 521-2832

Bankruptcy Case No.: 08-00217

Chapter 11 Petition Date: January 9, 2008

Court: District of Arizona (Phoenix)

Judge: George A. Tacker, Esq.

Debtor's Counsel: 11435 West Buckeye Road, Suite 104-412
                  Avondale, AZ 85323
                  Tel: (602) 385-3660
                  Fax: (602) 385-3661

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.


MAGSTAR TECH: Sets January 14 as Record Date for Reverse Split
--------------------------------------------------------------
MagStar Technologies Inc. has set a record date of Jan. 14, 2008
for the 1 for 2,000 reverse split of the company's common stock
intended to take the company private.

The reverse split disclosed on Oct. 5, 2007.  Under the terms of
the reverse split, each 2,000 shares of the company's common stock
will be converted into one share of common stock and holders of
fewer than 2,000 shares of common stock on the record date will
receive cash of $.425 per pre-split share.

The company refers to the reverse split and the related payments
to shareholders holding fewer than 2,000 pre-split shares as the
"Reverse Split."

The anticipated result of the Reverse Split will be to reduce the
number of the company's shareholders of record to fewer than 300.
The company intends to cease filing periodic reports with the SEC
soon as practicable after the Reverse Split.

The company's board of directors has approved the Reverse Split
based on its determination that the company achieves few of the
benefits of public ownership because of a lack of an active
trading market for its common stock, while remaining burdened with
the significant costs of being a publicly held company.

Under Minnesota law, the board of directors of the company may
amend the Company's Articles of Incorporation to conduct the
Reverse Split without the approval of its shareholders. Therefore,
the company is not seeking shareholder approval for the Reverse
Split.

The SEC has completed its review of the company's Schedule 13E-3.
On Jan. 15, 2008, the company anticipates that it will distribute
required material, including the definitive Disclosure Document,
to its shareholders.

The Reverse Split will not be effective until the company files an
amendment to its Articles of Incorporation with the State of
Minnesota, which the company anticipates doing on or around
Feb. 5, 2008.

                    About MagStar Technologies

Headquartered in Hopkins, Minnesota, MagStar Technologies Inc.
(OTC BB: MGST) -- http://www.magstar.com/-- develops and
manufactures centrifuges, conveyors, medical devices, spindles,
and sub assemblies for medical, magnetic, motion control and
industrial original equipment manufacturers.  The company
manufactures close tolerance bearing-related assemblies for the
medical device industry.  The company also contract manufactures
biometric identification assemblies, spindles, precision slides
and complex magnetic assemblies.  Its products are sold throughout
the U.S. and North America, Europe, and Asia.

                         *     *     *

At Sept. 30, 2007, the company's balance sheet showed total assets
of $3.57 million and total liabilities of $6.12 million, resulting
to a total stockholders' deficit of $2.55 million.


MAIR HOLDINGS: Big Sky Discontinues Trips to Three Eastern Cities
-----------------------------------------------------------------
MAIR Holdings Inc.'s principal subsidiary, Big Sky Transportation
Co., will cut its trips covering Bozeman, Montana, Boise, Idaho;
and Portland, Oregon starting today, The Associated Press reports.

MAIR spokesman Fred deLeeuw told AP that Big Sky's trips to
Helena, Billings, Missoual and about seven airports aided by the
Federal Government through Essential Air Service System will
remain.

Great Lakes Airlines is eyeing to buy Big Sky, following
disclosure of a planned liquidation, while a number of workers at
Big Sky are also intending to buy the ailing airlines, AP relates.

           MAIR Disappointed at Big Sky's Liquidation

On Dec. 19, 2007, Big Sky Airlines said that its east coast
operations will cease service at midnight on Jan. 7, 2008.  Big
Sky also said that it will attempt to transition its services in
the west to another carrier.

"We are disappointed that Big Sky was unable to overcome
disappointing revenue, unusually bad weather and record-high fuel
prices, obstacles which we now believe make it impossible to
achieve sustained profitability," said Paul F. Foley, MAIR's
president and chief executive officer.  "We will assist Big Sky in
managing this transition, and we also intend to continue pursuing
MAIR's goal of returning cash to its shareholders."

Consistent with MAIR's long-term strategy regarding the cash on
its balance sheet and any recovery it receives from the Mesaba
bankruptcy trust, MAIR intends to make cash distributions to its
shareholders in 2008.  MAIR intends to do this as expeditiously as
possible, with the final process and method being dependent on a
variety of factors, including tax issues and ongoing capital needs
of MAIR.

Following the discontinuance of its eastern operations, Big Sky
will serve 15 communities in 5 states with a fleet of 19-passenger
Beechcraft 1900D aircraft.

                     About MAIR Holdings

Minneapolis-based MAIR Holdings Inc. (NasdaqNM: MAIR) --
http://www.mairholdings.com/-- is the holding company for Big Sky
Transportaion Co, dba Big Sky Airlines, --
http://www.bigskyair.com/-- a regional air carrier based in
Billings, Montana.  Big Sky has codeshare agreements with
Northwest Airlines, Alaska Airlines, Horizon Air and US Air which
allows customers the convenience of traveling with one ticket,
through baggage checking and economical through fares, to
destinations throughout the world.  Big Sky provides air service
under the Essential Air Service program administered by the
Department of Transportation.

As of March 31, 2007, MAIR was also the holding company for Mesaba
Aviation Inc.

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  When the
Debtor filed for protection from its creditors, it listed total
assets of $108,540,000 and total debts of $87,000,000.


MERRILL LYNCH: Fitch Holds 'CCC' Rating on $26.1MM Certificates
---------------------------------------------------------------
Fitch Ratings has affirmed Merrill Lynch Mortgage Investors,
Inc.'s mortgage pass-through certificates, series 1996-C1, as:

  -- Interest-only class IO at 'AAA';
  -- $26.1 million class F at 'CCC'.

The affirmations are the result of stable performance of the
remaining loans since Fitch's last ratings action.  As of the
December 2007 remittance report, the transaction has paid down
96.1% since issuance, with 15 of the original 159 loans still
outstanding.

The next upcoming maturity is in March 2009 (1.8%).  Mortgage
rates on the remaining loans range from 8.020% to 9.440% with a
weighted average coupon of 8.291%.  Although no loans are
delinquent or specially serviced, Fitch is concerned with five
loans (30.8%) with low or declining occupancy and debt service
coverage ratios.


MEZZ CAP: Fitch Assigns 'B-' Rating on $493,000 Class H Certs.
--------------------------------------------------------------
Fitch has rated Mezz Cap Commercial Mortgage Trust 2007-C5,
commercial mortgage pass-through certificates as:

  -- $39,711,000 class A 'AAA';
  -- $56,328,893 class X 'AAA';
  -- $1,197,000 class B 'AA';
  -- $1,620,000 class C 'A';
  -- $2,323,000 class D 'BBB';
  -- $1,057,000 class E 'BBB-';
  -- $1,760,000 class F 'BB';
  -- $4,365,000 class G 'B';
  -- $493,000 class H 'B-'.

Class X is a notional amount and interest-only.  The $3,802,893
class J is not rated by Fitch.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 86
fixed rate loans having an aggregate principal balance of
approximately $56,328,893, as of the cutoff date.


MORGAN STANLEY: Stable Performance Cues Fitch to Affirm Ratings
---------------------------------------------------------------
Fitch has affirmed Morgan Stanley Series 2006-IQ12 commercial
mortgage pass-through certificates as:

  -- $47.9 million class A-1 at 'AAA';
  -- $519.5 million class A-1A at 'AAA';
  -- $70.2 million class A-2 at 'AAA';
  -- $225 million class A-NM at 'AAA';
  -- $44.5 million class A-3 at 'AAA';
  -- $88.2 million class A-AB at 'AAA';
  -- $897.6 million class A-4 at 'AAA';
  -- $173 million class A-M at 'AAA';
  -- $100 million class A-MFL at 'AAA';
  -- $242.3 million class A-J at 'AAA';
  -- $1.36 billion interest only class X-1 at 'AAA';
  -- $1.34 billion interest only class X-2 at 'AAA';
  -- $1.36 billion interest only class X-W at 'AAA';
  -- $17.1 million class B at 'AA+';
  -- $44.4 million class C at 'AA';
  -- $27.3 million class D at 'AA-';
  -- $13.7 million class E at 'A+';
  -- $23.9 million class F at 'A';
  -- $23.9 million class G at 'A-';
  -- $27.3 million class H at 'BBB+';
  -- $27.3 million class J at 'BBB';
  -- $34.1 million class K at 'BBB-';
  -- $3.4 million class L at 'BB+';
  -- $6.8 million class M at 'BB';
  -- $13.7 million class N at 'BB-';
  -- $3.4 million class O at 'NR';
  -- $6.8 million class P at 'NR';
  -- $10.2 million class Q at 'NR';
  -- $20.5 million class S at 'NR'.

Classes O, P, Q and S are not rated by Fitch.

The affirmations are due to the pool's stable performance since
issuance.  As of the December 2007 distribution report, the
transaction has paid down 0.7% to $2.71 billion from $2.73 billion
at issuance.

One loan (0.5%) secured by a retail property in Chicago, Illinois
is currently in special servicing.  An additional two loans (1.8%)
are backed by multifamily properties in Memphis, Tennessee and are
60+ days delinquent and are expected to be transferred to the
special servicer.

Three loans maintain investment grade shadow ratings: Natick Mall
(8.3%), 75 Park Place (3.1%) and Scott Foresman (1.2%).  The
Natick Mall, also know as the Natick Collection, is a 1.7 million
square foot regional mall located 16 miles west of Boston,
Massachussetts in the city of Natick, Massachussetts.  Current
anchors are Macy's, Nordstrom's, Sear's, Lord & Taylor, Neiman
Marcus and JC Penney.  Major tenants include Gap, Gap Kids, Crate
& Barrel and Talbots.  In-line occupancy as of
June 30, 2007 has increased to 95.2% from 92.2% at issuance.

The second largest shadow rated loan, 75 Park Place (3.1%), is a
574,306 sf office building located in the Financial District of
Manhattan in New York City.  Occupancy as of September 2007 was
96.9%, stable since issuance.

The Scott Foresman Building (1.2%) is a 264,400 sf office building
located in the city of Glenview, Illinois.  The property is 100%
occupied by a single tenant, Pearson PLC, on a triple-net lease
until June 2020.


NASDAQ STOCK: Earns $365 Million in 2007 Third Quarter
------------------------------------------------------
The Nasdaq Stock Market Inc. reported third quarter 2007 net
income of $365.0 million, an increase of $334.8 million from
$30.2 million in the third quarter of 2006, and an increase of
$308.9 million from $56.1 million in the second quarter of 2007.

Included in third quarter results are pre-tax gains of
$431.4 million associated with NASDAQ's sale of its share capital
of the London Stock Exchange Group plc, and $35.2 million related
to gains on foreign currency option contracts.  Also included in
third quarter 2007 results are the following pre-tax charges:

  -- $19.5 million associated with tax benefits shared with
     strategic investors,

  -- $5.8 million related to the early extinguishment of debt, and

  -- $1.1 million in workforce reduction expenses.

When excluding these items, net income on a non-GAAP basis was
$62.1 million.

During the three months ended Sept. 30, 2007, total revenues
increased to $652.0 million, versus $402.9 million in the
corresponding period in 2006.

Revenues less liquidity rebates, brokerage, clearance and exchange
fees were $209.9 million in the third quarter of 2007, an increase
of 22.7% from $171.2 million in the year-ago period, and up 5.7%
from $198.7 million reported in the second quarter of 2007.

"We are pleased to have once again reported record operating
results, built largely on the success of new highs in trading
volume and market share," commented Bob Greifeld, NASDAQ's
president and chief executive officer.  "Our growth and liquidity
has firmly established NASDAQ as the leader in the U.S. equities
marketplace, driven largely by the pace at which we introduce new
products and services designed to meet the needs of our customers.
We know firsthand that working closely with customers to develop
innovative products distinguishes NASDAQ from the competition and
is a key driver behind our strong financial performance."

"NASDAQ is in its strongest financial condition since becoming a
public company," commented NASDAQ's chief financial officer, David
Warren.  "We've paid down our INET-bank debt in a little under two
years and have $1.3 billion in cash on the balance sheet.  Looking
forward we will continue to focus on revenue growth and free cash
flow generation, while maintaining our strict focus on cost
control and leveraging our fixed-cost platform.  The strength of
our core businesses and our strong cash position give us the
ability to continue to be opportunistic and invest in areas that
will benefit our shareholders and customers."

Total operating expenses increased 22.1% to $126.1 million from
$103.3 million in the prior year quarter and increased 26.5% from
$99.7 million in the prior quarter.  Third quarter 2007 expenses
increased from last year and prior quarter primarily due to a pre-
tax charge of $19.5 million associated with tax benefits shared
with strategic investors and a pre-tax charge of $5.8 million
related to the early extinguishment of debt.

                 Liquidity and Capital Resources

Cash and cash equivalents and available-for-sale investments
decreased to $1.27 billion at Sept. 30, 2007, from $1.95 billion
at Dec. 31, 2006, primarily due to a decrease in available-for-
sale investments of $1.6 billion primarily due to the sale of the
company's share capital of the LSE, partially offset by an
increase in cash of $936.7 million.

Total proceeds received by the sale were approximately
$1.8 billion and Nasdaq used approximately $1.1 billion of the
proceeds to pay in full and terminate the $825.0 million senior
credit agreement and the $434.8 million secured term loan credit
agreement.  Partially offsetting this decrease was the receipt of
cash from trading out of the foreign exchange contracts related to
the company's acquisition bid for the LSE in February 2007, the
receipt of ordinary dividends from the LSE, and positive cash
flow.

Working capital was $1.2 billion at Sept. 30, 2007, compared with
$1.9 billion at Dec. 31, 2006, a decrease of $665.9 million or
36.8%, primarily due to the repayment of debt obligations from the
proceeds of the sale of the share capital of the LSE.

At Sept. 30, 2007, the company did not have any lines of credit.
Prior to the repayment on Sept. 28, 2007, of the Credit
Facilities, the company had an un-drawn $75.0 million revolving
credit facility.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3.00 billion in total assets, $1.22 billion in total liabilities,
and $1.78 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?26f3

                About The Nasdaq Stock Market Inc.

Headquartered in New York City, The Nasdaq Stock Market Inc.
(Nasdaq: NDAQ) -- http://www.nasdaq.com/-- is the largest U.S.
equities exchange.  With approximately 3,100 companies, NASDAQ is
the primary market for trading NASDAQ-listed stocks as well as a
leading liquidity pool for trading NYSE-listed stocks.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Standard & Poor's Ratings Services assigned its 'BB+' debt rating
to Nasdaq's proposed $625 million senior unsecured notes.


NATIONAL COAL: S&P Withdraws 'CCC' Rating at Company's Request
--------------------------------------------------------------
Standard & Poor's Ratings Service withdrew all its ratings on
National Coal Corp., including the 'CCC' corporate credit rating.

The actions were taken at the company's request.


NOLAND-DECOTO: Case Trustee to be Named If Buyer Misses Deadline
----------------------------------------------------------------
The Hon. Frank L. Kurtz of Eastern District of Washington will
appoint a chapter 11 bankruptcy trustee in Noland-Decoto Flying
Service Inc.'s case unless buyer, M.A. West Rockies in Nevada, can
generate $1.88 million in cash by 4:00 p.m. today, the Yakima
Herald Republic reports.

Judge Kurtz also ruled that the Debtor must pay rental dues to
Yakima Air Terminal worth $11,000, Yakima Herald relates.

Previously, the Court could not resolve the debt payout priority
and subsequently disallowed M.A. West to buy the Debtor's assets
at $1.88 million, including $386,000 debt assumption, Yakima
Herald says.

Early last week, the Court rejected Yakima City's request for
adidtional time to allow the City to make a bid offer for the
Debtor's assets, Yakima Herald reports.  The City continues to
show interest in buying the Debtor's property, Yakima Herald adds.

              About Noland-Decoto Flying Service

Yakima, Washington-based Noland-Decoto Flying Service Inc. --
http://www.nolanddecoto.com/-- offers aircraft leasing and
management services, aircraft mainenance, hangar rental, and
flight training services.  Noland-Decoto has been at the Yakima
Air Terminal for more than 55 years offering a variety of aviation
services.  Bo Corby owns Noland-Decoto since 1990.

The Debtor filed for chapter 11 protection on July 28, 2005
(Bankr. E.D. Wash. Case No. 05-06027).  James P. Hurley, Esq., at
Hurley, Lara & Hehir represented the Debtor in its first
restructuring efforts.  It had assets and debts between $1 million
and $10 million with it first filed for bankruptcy.

It re-filed for chapter 11 on Dec. 7, 2006 (Bankr. E.D. Wash. Case
No. 06-03138).  While in bankruptcy, the Debtor hired two workers
to offer limited services.  James P. Hurley, Esq., at Hurley &
Lara represents the Debtors in its restructuring efforts.  When it
filed for second bankruptcy, the Debtor listed assets and debts
between $1 million and $100 million.  The Debtor's principal
property, a 8-acre site, is currently assessed at between
$1.8 million and $2 million.


PETER PAPPAS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Peter Pappas
        275 Old Mill Road
        Manhasset, NY 10710

Bankruptcy Case No.: 08-40096

Chapter 11 Petition Date: January 9, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Dennis E. Milton

Debtor's Counsel: Steven D. Hamburg, Esq.
                  Koehler & Isaacs, L.L.P.
                  61 Broadway-25th Floor
                  New York, NY 10006
                  Tel: (917) 551-1300
                  Fax: (917) 551-0030

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's Largest Unsecured Creditor:

   Entity                      Claim Amount
   ------                      ------------
Twin Donut, Inc.               $250,000.00
35 East Grassy Sprain Road
Yonkers, NY 10710


POLAR MOLECULAR: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Polar Molecular Corp.
        4610 South Ulster Ste 150
        Denver, CO 80237

Bankruptcy Case No.: 08-10346

Type of Business: The Debtor develops and sells fuel additives.
                  It also sells marketing rights to others to do
                  sell the same fuel additives.

Chapter 11 Petition Date: January 11, 2008

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: D. Bruce Coles, Esq.
                  Quinn & Coles
                  3773 Cherry Creek North Drive, Suite 680
                  Denver, CO 80209-3820
                  Tel: (303) 321-8705

Estimated Assets: $400,001,522

Estimated Debts:    $5,123,574

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Republic Financial             $531,000
303 South Parker Road,
Suite 500
Aurora, CO 80014

I.R.S.                         $468,000
12600 West Colfax Avenue
C 100
Lakewood, CO 80215

Murdock Vendors                $299,783
Attention: Burthel-Fisher Co.
71 Tama Street, Building B
Marion, IA 52302

Prakash, Chandra               $200,000

Berry, Moorman Professionals   $176,026

Davis Graham & Stubbs, L.L.P.  $151,981

Fey, Walter                    $150,000

Glassco, Roger S.              $150,000

Deborah A. Pilkington          $121,250

Holme, Roberts, Owens, L.L.P.  $108,000

American Express               $98,518

Mark L. Nelson                 $90,000

Stutz, Miller & Urtz, L.L.C.   $90,000

R.R. Donnelly Printing         $89,654

Galyon, Diane                  $75,000

Delores Coy-DeJongh            $72,460

Chapelet, Gilbert              $71,484

Herman, Don                    $70,000

Ajilon Finance                 $48,912


POPE & TALBOT: Amends DIP Agreement to Conform to Court DIP Order
-----------------------------------------------------------------
R. Neil Stuart, vice president and chief financial officer of Pope
& Talbot Inc., has disclosed in a regulatory filing with the
United States Securities and Exchange Commission, that the P&T
Inc. and Pope & Talbot Ltd., entered into a first amendment and
waiver to its debtor-in-possession credit and security agreement
with Ableco Finance LLC, Wells Fargo Financial Corporation Canada
and certain other lenders effective as of Dec. 20, 2007.

According to Mr. Stuart, the Amendment was necessary to conform
the DIP Agreement to the U.S. Bankruptcy Court for the District of
Delaware's final DIP order, dated Dec. 7, 2007.

The First Amendment modifies the DIP Agreement to provide one
business day's grace period in respect of the requirements to
deliver variance reports to lenders, Mr. Stuart said.

Under the First Amendment, Mr. Stuart clarifies, the lenders also
waive any default or event of default under the DIP Agreement,
resulting from the occurrence of a material adverse deviation
from the budget during certain prior periods with respect to
disbursements for professional fees, chemicals, and
utilities/energy set forth in the budget.

A full-text copy of the First Amendment is available for free at
the U.S. Securities and Exchange Commission:

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

As reported in the Troubled Company Reporter on Dec. 13, 2007,
the Hon. Christopher S. Sontchi granted the Pope & Talbot Inc. and
its debtor-affiliates authority, on a final basis, to borrow up to
$18,000,000 in term loans and up to $71,062,301 in revolving
credit from Wells Fargo Financial Corporation, as DIP
administrative agent, and Ableco Financial LLC, as DIP collateral
agent.

                       About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Court Approves Sale of Wood Products Business
------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
has approved the sale, pursuant to an amended purchase agreement,
of Pope & Talbot Inc. and its debtor-affiliates' wood products
business to International Forest Products Limited for $69,000,000.

The Hon. Christopher S. Sontchi authorized and approved in all
respects, the other terms and conditions of the Interfor APA,
including:

   -- the Debtors' assumption of, and the assignment to
      Interfor of, certain business contracts and leases;

   -- Interfor's assumption of certain assumed liabilities;

   -- performance under a transition services agreement between
      the Debtors and Interfor.

The Court held that the transfer of the Debtors' Wood Products
Business constitutes a legal, valid and effective transfer of the
Assets.  The Sale will vest Interfor with all the rights, title
and interest of the Debtors in and to the Wood Products Business.

The liens and security interest of lenders under the DIP Loan
Agreement and the Prepetition Credit Agreement will attach to the
proceeds of the Sale with the same priority, validity, force and
effect as the interests existed immediately prior to the closing
date of the Sale.

The Court also authorized and directed Interfor to pay, by the
Closing Date, the cure costs with respect to each Business
Contract and Lessor Lease.  The Cure Cost payments will be
deducted from the Purchase Price.  Upon payment of the Cure
Costs, all defaults and other obligations of the Debtors under
the Business Contracts and Lessor Leases arising or accruing
prior to Jan. 7, 2007, the Approval Date, will be deemed cured
in all respects.

The APA may not be assigned, the Court held, by operation of law
or otherwise without the express written consent of the Debtors
and Interfor, which may be granted or withheld in the sole
discretion of the Debtors or Interfor.

Prior to closing date of the Interfor APA, Interfor may assign
its right to purchase any of the Debtors' mills to any other
person.  However, the assignment will not relieve Interfor of any
of its obligations to the Debtors, the Court clarified.
Moreover, the assignment should in no way delay the sale of the
Debtors' Wood Products Business under the Interfor APA.

In the event of any assignment, references to Interfor in the
Interfor APA, with certain exceptions, are deemed to apply
mutatis mutandis, to Interfor's assignee with respect to the
rights assigned.

The Debtors will be relieved from any liability for any breach of
the Business Contracts or Lessor Leases, upon assignment by the
Debtors to Interfor of the  Business Contracts or Lessor Leases,
Judge Sontchi ruled.

                         Other Provisions

Prior to the Court's approval of the Interfor APA, five creditors
objected to the Debtors' then proposed assumption and assignment
of certain leases to Interfor.  The Lessor Creditors are
Automotive Rentals Inc., Burlington Northern Santa Fe Railway
Co., Winthrop Resources Corporation, Caterpillar Financial
Services Corporation and Besler Inc.

The Interfor Sale Approval Order addresses the objections of
three of the Lessors.  The Sale Order provides that the
prepetition Cure Cost associated with Automotive Rental will be
$3,479.  The Court directs the Debtors to make all postpetition
payments due and owing to Automotive Rental prior to the Closing
Date, including payments on outstanding postpetition invoices for
$6,859.

Judge Sontchi has determined that the prepetition Cure Cost
associated with two CAT Financial Leases will be $15,760, the
payment of which will be made by the Debtors to CAT Financial
prior to the Closing Date, in the ordinary course of business.

At Winthrop's behest, the Court prohibits the Debtors from
assigning to Interfor a Winthrop lease dated Jan. 1, 2005.  The
Debtors are also not permitted to sell or transfer certain
equipment identified in the Winthrop Lease.

The Court held that an alleged lien of Besler will attach to the
proceeds of the Sale with the same priority, validity, force and
effect, if any, it now has against the property charged with the
Besler Lien, and subject to any claims and defenses the Debtors
and any party-in-interest may possess.

                   Additional Leases & Contracts

The Court allows the Debtors to add four leases that were not
included in the original schedule of leases to be assumed and
assigned to Interfor.  The four Leases are:

   -- a sublease between Pope & Talbot Lumber Sales Inc., as
      sublessor, and Inland Empire Distribution Systems Inc., as
      sublessee, dated Sept. 13, 2005, located at 3808 N.
      Sullivan Road, in Spokane Valley, Washington 99216;

   -- a lease between Pope & Talbot Inc., as lessor, and the
      city of Spearfish, as lessee, dated March 18, 1991, located
      at College Lane, in Spearfish, South Dakota 57783;

   -- a lease agreement between P&T Inc., as lessor, and Warren
      Golliher, as lessee, dated April 1, 2007, located at West
      Oliver Street, in Spearfish, South Dakota 57783; and

   -- a lease agreement between P&T Inc., as lessor, and Roger
      Tellinghuisen, as lessee, dated March 1, 2006, located at
      West Oliver Street, in Spearfish, South Dakota 57783.

                       Shared Contracts

The Court allows the inclusion of nine shared contracts into the
Debtors' schedules, under which the Debtors reserve their right
to seek to assume and assign, under U.S. or Canadian law, only
those parts of the Shared Contracts that relate to the Wood
Products Business, and take no action to assume or reject the
remaining parts of the Shared Contracts.

A full-text copy of the Debtors' Shared Contracts is available
for free at http://researcharchives.com/t/s?26fb

A full-text copy of the Interfor APA Approval Order is available
for free at http://researcharchives.com/t/s?26fc

                  Wells Fargo Consents to Sale

Wells Fargo Financial Corporation, as administrative agent for
the revolving lenders party to the Debtors' DIP Loan Agreement,
consents to the proposed sale of the Debtors' Wood Products
Business to Interfor.

Wells Fargo, however, seeks that deductions from the purchase
price set forth in the Interfor APA, and any payments of forestry
services amounts, interim or otherwise, owed by the Debtors, do
not exceed $21,000,000.

To the extend that the Deductions exceed the Deduction Cap, Wells
Fargo does not consent to the proposed sale.

                      Exhibits to be Sealed

As reported in the Troubled Company Reporter on Dec. 28, 2007, the
Debtors sought the Court's permission to file under seal eight
exhibits attached to the Interfor APA.

Kelly Beaudin Stapleton, United States Trustee for Region 3,
objected to the Debtors' sealing request because it was unclear
as to the U.S. Trustee why the information contained on the
Exhibits falls within the enumerated exceptions contained in
Section 107 of the Bankruptcy Code.  The U.S. Trustee also
asserted that the Debtors have to prove that the disclosure of
the information contained in the exhibits would create an "unfair
advantage" to the Debtors' competitors.  Furthermore, the U.S.
Trustee told the Court that she had not been provided with copies
of the exhibits.

Upon consideration, Judge Sontchi authorized the Debtors to file
under seal three exhibits to the Interfor APA:

   (a) Exhibit 1.01(f) -- Principles and Procedures for Inventory
                          Valuation

   (b) Exhibit 1.01(g) -- Formula for Determining Target
                          Inventory Adjustment

   (c) Exhibit 6.01    -- Salaried Employees

               Canadian Court Approves Interfor APA

Interfor obtained on Jan. 7, 2008, the British Columbia
Supreme Court's approval to purchase three sawmills from Pope &
Talbot, Allan Dowd at Reuters reports.

Interfor subsequently disclosed its plan to sell one of the
sawmills, Reuters adds.  Mr. Dowd relates that in a statement
released by Interfor, the firm revealed that it has closed a deal
to sell the Spearfish mill to Neiman Enterprises Inc., a family
owned company in Hulett, Wyoming, for $14,000,000 plus working
capital.

According to Reuters, the mill purchase is still awaiting some
regulatory approval, but Interfor expects the transaction to
close by the end of March 2008.

                       Monitor's Comments

PricewaterhouseCoopers Inc., as monitor of the proceedings
commenced by Pope & Talbot Ltd. and its subsidiaries under the
Companies' Creditors Arrangement Act, notes that differences in
U.S. and Canadian law in relation to contracts to be assigned
suggest different treatment of them in insolvency proceedings.

Under Canadian law, the Monitor explains, a CCAA court has
greater power to compel the assignment of contracts and
subsequently enjoin any ability of a counterparty to terminate
the contracts by reason of the prior uncured defaults compromised
under the CCAA or by reason of the financial condition of the
assignee purchaser.

According to the Monitor, the ultimate effect of the Interfor APA
may see some creditors' pre-filing debt paid, by reason of the
selection by Interfor to continue their contract.

The Monitor states that the effect of the cure payments may be
inconsistent with Canadian insolvency law, and may affect the
requirement for harmonization of the joint proceedings.

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, told the Court that since no other bid was
received by the Bid Deadline, "Interfor is deemed the successful
bidder pursuant to the Bidding Procedures and the Purchase Price,
as set forth in the Asset Purchase Agreement."

                      About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: To Sell 3 Pulp Mills to Sinar Mas for $225 Million
-----------------------------------------------------------------
Pope & Talbot, Inc. has agreed to sell three pulp mills to one or
more affiliates within the Sinar Mas Group.  The value of the
transaction to Pope & Talbot is approximately $225 million,
including the assumption of certain liabilities and $100 million
of working capital proceeds that is not subject to the sale, to be
realized after closing.  The three pulp mills, located in Nanaimo,
British Columbia, Mackenzie, British Columbia and Halsey, Oregon
are producers of high-quality softwood pulp.

"We are delighted with this development, as this is an important
milestone in maximizing value for our stakeholders," Harold
Stanton, Pope & Talbot President and CEO, said.  "The past 6
months have been very trying on our folks and it is exciting that
they will have the opportunity to join a world class pulp and
paper producer like Sinar Mas Group."

A spokesperson for Sinar Mas Group stated that "Sinar Mas is
pleased to have entered into this agreement since it represents an
important step in our global strategy for pulp and paper.  We look
forward to working closely with management, labor unions and
employees to ensure that the pulp business of Pope & Talbot is
stabilized, strengthened and enhanced through the obvious
synergies and growth potential presented by our existing pulp and
paper business."

The sale is subject to approval by the US Bankruptcy Court and the
Canadian Court, and will be effected under procedures that provide
for opportunity for other parties to submit competing proposals
subject to court approved bidding procedures and protections for
the purchaser(s).  The transaction is also subject to customary
regulatory approvals in Canada and the United States, and Pope &
Talbot expects to receive such approvals and close the transaction
in the first quarter of 2008.

                         About Sinar Mas

Sinar Mas Group is a global enterprise with significant interests
in pulp and paper in Indonesia, China and elsewhere.  Sinar Mas is
the largest producer of pulp and paper in Asia and is one of the
top five in the world.

                        About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Panel Selects Fried Frank as Bankruptcy Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Pope & Talbot
Inc. and its debtor-affiliates' bankruptcy cases seeks the U.S.
Bankruptcy Court for the District of Delaware's authority to
retain Fried, Frank, Harris, Shriver & Jacobson LLP as its
bankruptcy counsel, nunc pro tunc to Nov. 28, 2007.

Committee Chairman Robert J. Hickey says the Committee wants to
retain Fried Frank because the firm has extensive experience and
knowledge in the field of debtors' and creditors' rights.
Moreover, he adds, Fried Frank's bankruptcy and restructuring
attorneys have developed familiarity with the Debtors' assets,
affairs and businesses through their representation in August
2007, of an ad hoc committee of the Debtors' outstanding 8 2/3
senior notes due 2013 and 8 3/8 debentures due 2013.

As the Committee's counsel, Fried Frank will:

   * provide legal advice with respect to the Creditors
     Committees' rights, powers and duties in the Debtors' cases;

   * assist the Creditors Committee in its analysis and
     negotiation of any plan of reorganization and related
     corporate documents;

   * review, analyze, and advise the Creditors Committee with
     respect to documents filed with the Court and respond on
     behalf of the Creditors Committee to any and all
     applications, motions, answers, orders, reports, and other
     pleadings in connection with the administration of the
     Debtors' estates in these bankruptcy cases; and

   * perform any other legal services requested by the Creditors
     Committee in connection with the Debtors' bankruptcy cases
     and the confirmation and implementation of a plan of
     reorganization in these cases.

Mr. Hickey tells the Court that Fried Frank will be paid its
customary hourly rates for services it will render to the
Creditors Committee:

        Professional            Hourly Rate
        ------------            -----------
        Partners               $685 to $995
        Of Counsel             $580 to $895
        Special Counsel        $625 to $745
        Associates             $340 to $650
        Legal Assistants       $170 to $250

Six Fried Frank professionals are presently expected to have
primary responsibility for providing services to the Creditors
Committee:

        Professional            Hourly Rate
        ------------            -----------
        Brad Eric Scheler          $995
        Gary L. Kaplan             $685
        Brian Pfeiffer             $685
        Craig M. Price             $565
        Peter Siroka               $395
        Michael Bimbaum            s$195

Fried Frank also customarily charges its clients for all the
disbursements of reasonable expenses incurred.

Gary Kaplan, a partner of Fried Frank, assures the Court that his
firm is a "disinterested person" as that phrase is defined in
Section 101(14) of the Bankruptcy Code and as modified by Section
1107(b).

                      About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


REALOGY CORP: Commences Exchange Offer for Three Senior Notes
-------------------------------------------------------------
Realogy Corporation has commenced its exchange offer to all
holders of its:

   -- $1.7 billion principal amount of Senior Notes due 2014;

   -- $550 million principal amount of Senior Toggle Notes due
      2014; and

   -- $875 million principal amount of Senior Subordinated
      Notes due 2015 to exchange their privately held
      Outstanding Notes for new publicly registered notes
      pursuant to its Registration Statement on Form S-4 that
      was declared effective by the Securities and Exchange
      Commission.

The Exchange Notes are substantially identical to the Outstanding
Notes except that the Exchange Notes will be freely tradable by
persons who are not affiliated with Realogy and will not contain
terms relating to registration rights.

The exchange offer and withdrawal rights will expire at
5:00 p.m., New York City time, on Feb. 8, 2008, unless terminated
or extended by Realogy in its sole discretion.

The exchange offer is being made only by means of a prospectus, a
copy of which may be obtained upon request by holders of the
Outstanding Notes from:

     Wells Fargo Bank, National Association
     Attn: Bondholder Communications
     608 2nd Avenue S
     Minneapolis, MN 55402
     Tel (800) 344-5128

                   About Realogy Corporation

Headquartered in Parsippany, New Jersey, Realogy Corporation -
http://www.realogy.com/-- is comprised of the former real estate
holdings of Cendant nka Avis Budget Group.  Included in Realogy's
stable of companies are Century 21 Real Estate, Coldwell Banker
Real Estate, ERA, NRT Incorporated, and Sotheby's International
Realty Affiliates.  Its Title Resource Group fka Cendant
Settlement Services, offers title settlement services for
commercial and residential customers, and its Cartus unit
facilitates employee relocation services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 13, 2007,
Moody's Investors Service assigned an SGL-3 speculative grade
liquidity rating to Realogy Corporation and changed the rating
outlook from stable to negative.  At the same time, Moody's
affirmed the B3 corporate family rating and all other credit
ratings.


REDDY ICE: Provides Update on Status of Pending Merger Plan
-----------------------------------------------------------
Reddy Ice Holdings Inc. is providing an update to the status of
the pending merger contemplated by the Agreement and Plan of
Merger, dated as of July 2, 2007, by and among Reddy Ice Holdings
Inc., Frozen LLC, Hockey Parent Inc., and Hockey Mergersub, Inc.,
as amended by Amendment No. 1 to the Agreement and Plan of Merger,
dated as of Aug. 30, 2007.

The company believes it has fully performed its obligations and
satisfied its closing conditions under the Merger Agreement.
However, at the request of the purchasers, the company's
management and board of directors participated in discussions on
Jan. 4, 2008, with the purchasers relating to the status of the
transaction and conceptual discussions regarding a modified
transaction.

No decisions have been reached and no definitive alternative
proposals have been made by the purchasers but discussions between
the parties remain ongoing.

In light of the ongoing discussions with the purchasers, the
company's board has extended the deadline set forth in the
company's by-laws for stockholder notifications of director
nominees to be considered at the company's next annual meeting of
stockholders.

Under the extended deadline, such notifications must be provided
to the company's corporate secretary no later than Feb. 15, 2008,
and must otherwise comply with the requirements of the company's
by-laws.

                  About Reddy Ice Holdings Inc.

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

                          *     *     *

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


RICHARD ERICKSON: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Richard Beau Erickson
        736 Schueren Road
        Malibu, CA 90265
        Tel: (310) 456-6045

Bankruptcy Case No.: 08-10153

Chapter 11 Petition Date: January 9, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Moises S. Bardavid, Esq.
                  16133 Ventura Boulevard, 7th Floor
                  Encino, CA 91436
                  Tel: (213) 252-0630
                  Fax: (213) 252-0631

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.


RITE AID: Weak Sales Prompt S&P's Outlook Revision to Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on chain
drug retailer Rite Aid Corp. to negative from stable.  At the same
time, S&P affirmed the 'B' corporate credit rating on the
Harrisburg, Pennsylvania-based company.

"The outlook change reflects the company's weak same-store sales
and our expectation that this trend will continue over the next
few quarters," said Standard & Poor's credit analyst Diane Shand.
She explained that Rite Aid faces a more cautious consumer, strong
growth of lower priced generics, and intense competition.  In
addition, the current environment could make it more challenging
for the company to integrate its recently acquired Eckerd stores.


ROBERT COOPER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Robert D. Cooper
        1125 Lake Washington Road
        P.O. Box 38
        Glen Allan, MS 38744

Bankruptcy Case No.: 08-10101

Chapter 11 Petition Date: January 10, 2008

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris, Jernigan & Geno, P.L.L.C.
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048

Estimated Assets:   $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

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


SASCO MORTGAGE: Moody's Places Ba2 Class B Cert. Rating on Review
-----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgraded one certificate from SASCO Mortgage Loan Trust 2003-
GEL1.  The transaction consists of first and second-lien subprime
scratch and dent loans.  The most subordinate certificate (the
Class B) from the 2003-GEL1 transaction has been placed on review
for possible downgraded because existing credit enhancement levels
are low given the current projected losses on the underlying
pools.

Complete rating action is:

Issuer: SASCO Mortgage Loan Trust 2003-GEL1

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


SOFA EXPRESS: Court Approves BMC Group as Claims Agent
------------------------------------------------------
Sofa Express Inc. obtained authority from the United States
Bankruptcy Court for the Middle District of Tennessee to employ
BMC Group Inc. as its notice and claims agent.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
the Debtor selected BMC because of the firm's substantial
experience as official notice, claims, and balloting agent in many
chapter 11 bankruptcy cases nationwide.

BMC Group will:

  a) prepare and serve required notices in the Chapter 11 case,
     including:

       i. notice of the commencement of the Chapter 11 case and
          the initial meeting of creditors under Section 341(a) of
          the Bankruptcy Code;

      ii. a notice of the claims bar date;

     iii. notices of objections to claims;

      iv. notices of any hearings on procedures for going out of
          business sales or other liquidation type mechanisms; and

       v. such other miscellaneous notices as the Debtor or Court
          may deem necessary or appropriate for an orderly
          administration of the chapter 11 case.

  b) within five (5) business days after the service of a
     particular notice, prepare for filing with the Clerk's Office
     a certificate or affidavit of service that includes (i) an
     alphabetical list of persons on whom the notice was served,
     along with their addresses and (ii) the date and manner of
     service.

  c) receive, examine, and maintain copies of all proofs of claim
     and proofs of interest filed in the chapter 11 case.

  d) maintain official claims registers in the chapter 11 case by
     docketing all proofs of claim and proofs of interest in a
     claims database that includes the following information for
     each such claim or interest asserted:

       i. the name and address of the claimant or interest holder
          and any agent thereof, if the proof of claim or proof of
          interest was filed by an agent;

      ii. the date the proof of claim or proof of interest was
          received by BMC and/or the Court;

     iii. the claim number assigned to the proof of claim or proof
          of interest; and

      iv. the asserted amount and classification of the claim.

  e) implement necessary measures to ensure the completeness and
     integrity of the claims registers.

  f) transmit to the Clerk's Office a copy of the claims registers
     on a weekly basis unless the Clerk's Office requests a more
     or less frequent basis.

  g) maintain an up-to-date mailing list for all entities that
     have filed proofs of claim or proofs of interest and make
     such list available upon request to the Clerk's Office or any
     party in interest.

  h) provide access to the public for examination of copies of the
     proofs of claim or proofs of interest filed in the chapter 11
     case without charge during regular business hours.

  i) record all transfer of claims pursuant to Bankruptcy Rule
     3001(e) and, if directed to do so by the Court, provide
     notice of such transfers as required by Bankruptcy Rule
     3001(e).

  j) comply with applicable federal, state, municipal, and local
     statutes, ordinances, rules, regulations, orders, and other
     requirements.

  k) provide temporary employees to process claims as necessary.

  l) promptly comply with such further conditions and requirements
     as the Clerk's Office or the Court my at any time prescribe.

  m) provide such other claims processing, noticing, balloting,
     and related administrative services as may be requested from
     time to time by the Debtor.

In addition, BMC will:

  a) maintain and update the master mailing lists of creditors.

  b) gather data in conjunction with the preparation of the
     Debtor's schedules of assets and liabilities and statements
     of financial affairs.

  c) track and administer claims.

  d) perform other administrative tasks pertaining to the
     administration of the chapter 11 case, as may be requested by
     the Debtor or the Clerk's Office.

As compensation for their services, BMC agreed to charge its
standard prices for its services, expenses and supplies at the
rates or prices in effect on the day such services or supplies are
provided to the Debtor.

Tinamarie Feil, the chief financial officer of BMC Group Inc.,
assured the Court that the firm does not hold any interest adverse
to the Debtor or the Debtor's estate, and that the firm is a
"disinterested person" as such term is defined under Sec. 101(14)
of the Bankruptcy Code.

BMC also represents that it will not consider itself employed by
the United States government and waives any rights to receive
compensation from the United States government.

Ms. Tinamarie Feil can be reached at:

     Tinamarie Feil
     BMC Group Inc.
     720 Third Avenue
     23rd Floor
     Seattle, Wash. 98104
     Tel: (206) 516-3300
     Fax: (206) 516-3304

Headquartered in Groveport, Ohio, Sofa Express Inc. is a furniture
retailer.  The company filed for Chapter 11 protection on Dec. 6,
2007 (Bankr. M.D. Tenn. Case No. 07-09024).  Dennis J. Connolly,
Esq. and Jason W. Watson,Esq. at Alston & Bird LLP represents the
Debtor as lead counsel.  The U.S. Trustee for Region 8 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors in this case.  When the Debtor filed for bankruptcy, it
listed estimated assets of between $10 million to $50 million, and
estimated debts of between $50 million and $100 million.


SOFA EXPRESS: Court Approves Clear Thinking as Financial Advisor
----------------------------------------------------------------
Sofa Express Inc. obtained authority from the United States
Bankruptcy Court for the Middle District of Tennessee to employ
Clear Thinking Group as its financial advisor.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
the Debtor selected CTG as its financial advisor because of the
firm's diverse experience, knowledge, and reputation in the retail
restructuring and liquidation field, its understanging of the
issues involved in chapter 11 cases, and because it believes that
CTG has the resources and is well qualified to provide the
financial services it requires.

CTG will:

  a) assist in the evaluation of the Debtor's business and
     prospects;

  b) assist in the development of the Debtor's liquidation plan
     and related selection of a liquidator;

  c) assist in the development of financial data and presentations
     to the Debtor's Board of Directors, various creditors, and
     other third parties;

  d) assist with the preparation of necessary schedules, budgets
     and court related reporting;

  e) analyze various liquidation scenarios and the potential
     impact of these scenarios on the recoveries of those
     stakeholders impacted by the Debtor's liquidation;

  f) participate in negotiations among the Debtor and its
     creditors, suppliers, lessors, and other parties in interest;

  g) assist in arranging debtor in possession financing for the
     Debtor, as requested;

  h) provide expert witness testimony concerning any of the
     subjects encompassed by the other financial advisory
     services;

  i) assist the Debtor in preparing marketing materials in
     conjunction with the liquidation of the Debtor's assets; and

  j) provide such other advisory services as are customarily
     provided in connection with the analysis and negotiation of a
     liquidation under chapter 11 of the Bankruptcy Code.

As compensation for their services, CTG's professionals bill:

          Designation              Hourly Rate
          -----------              -----------
          Partner                     $375
          Manager                     $275
          Consultant                  $225
          Analyst                     $125
          Administrative              $75

Prior to bankruptcy filing, CTG collected a retainer of $50,000
for pre-petition services, including all prepetition expenses
incurred.  To date, CTG has received approximately $123,000 for
financial advisory services rendered.

Lee Diercks, a partner and managing director at CTG, assured the
Court that CTG does not hold or represent any interest adverse to
the Debtor or its estate and that CTG is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Groveport, Ohio, Sofa Express Inc. is a furniture
retailer.  The company filed for Chapter 11 protection on Dec. 6,
2007 (Bankr. M.D. Tenn. Case No. 07-09024).  Dennis J. Connolly,
Esq. and Jason W. Watson,Esq. at Alston & Bird LLP represents the
Debtor as lead counsel.  The U.S. Trustee for Region 8 appointed
seven creditors to serve on an Official Committee of Unsecured
Creditors in this case.  When the Debtor filed for bankruptcy, it
listed estimated assets of between $10 million to $50 million, and
estimated debts of between $50 million and $100 million.


SOLUTIA INC: Joins Panel in Showing Cross-Appeal Issues v. BNY
--------------------------------------------------------------
Solutia Inc. and certain of its subsidiaries and affiliates and
the Official Committee of Unsecured Creditors present issues in
their cross-appeal from the U.S. Bankruptcy Court for the Southern
District of New York's final order granting partial summary
judgment in favor of the Debtors and the Committee.  The judgment
is related to the Debtors' objection to the Bank of New York's
Claim No. 6210.  The Bank of New York is the indenture trustee for
the holders of the 11.25% senior secured notes due 2009.

The cross-appeal encompasses all other orders rendered
appealable, including the memorandum decision on joint motion for
partial summary judgment with respect to Claim No. 6210, as
modified by the errata order entered on Nov. 21, 2007.

The Committee has filed before the Court a motion for the
application of certain postpetition payments made to Bank of New
York on behalf of the 2009 Noteholders in reduction of the
principal amount of the 2009 Noteholders' Claim.  The Postpetition
Interest Motion sought a determination by the Court as to whether
the 2009 Noteholders are receiving and will continue to receive
more than the amount of postpetition cash interest payments than
the 2009 Noteholders are entitled under Section 506(b) of the
Bankruptcy Code.

At a Dec. 10, 2007 hearing on the Postpetition Interest Motion,
the Court opined that the parties had stipulated on the record to
the amount of postpetition cash interest payments due to the 2009
Noteholders, and that the stipulation was reflected in the Court's
Order and Memorandum Decision.

The Court denied, without prejudice, the Committee's request for
application of around $12,100,000 in postpetition payments made to
Bank of New York, as indenture trustee for the 11.25% senior
secured notes due 2009 issued by Solutia, or its predecessor, in
reduction of the principal amount of the 2009 Noteholders' Claim
No. 6210.

The Debtors and the Committee do not agree that the parties made
that stipulation or that the Order or Memorandum Decision reflect
the stipulation or address the issue of postpetition cash
interest.

The Cross-Appellants filed their protective cross-appeal to
resolve these issues:

   (a) Whether the Court, in the Memorandum Decision or Order,
       determined the proper amount of postpetition cash
       interest payments to which the 2009 Noteholders are
       entitled under Section 506(b), as the Court indicated
       on the record at the Dec. 10, 2007 hearing on Cross-
       Appellants' Motion; and

   (b) If so, whether the Court erred in finding that the 2009
       Noteholders are entitled to receive an amount of
       postpetition interest that exceeds the amount due under
       Section 506(b).

As reported in the Troubled Company Reporter on Dec. 5, 2007,
The Bank of New York, as Indenture Trustee for the 2009 Notes,
issued by Solutia and its predecessor, takes an appeal to the
Court under 28 U.S.C. Section 158(a) from each and every part of:

   (a) the order of the Court denying BNY's request for relief
       from the automatic stay, entered Nov. 26, 2007;

   (b) the Court's November 9 memorandum decision on joint motion
       partial summary judgment with respect to Claim No. 6210,
       and the November 26 final order granting partial summary
       judgment in favor of the Debtors and the Official
       Committee of Unsecured Creditors regarding the Debtors'
       objection to BNY's Claim No. 6210; and

   (c) the Court's ruling on BNY's emergency motion for
       reconsideration of the Memorandum Decision on Joint Motion
       for Partial Summary Judgment, issued on November 26.

                        About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -
- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice. The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on November 29, the Court confirmed the Debtors' Consensual Plan.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.

S&P also assigned its 'B-' rating to the company's proposed
$400 million unsecured notes.


STANDARD PACIFIC: Hires Bankruptcy Expert M. Buckfire as Advisor
----------------------------------------------------------------
Standard Pacific Corp. employed bankruptcy expert Miller Buckfire
as its financial advisor, Nicholas Yulico writes for The Street
News, citing Debtwire.

The company's stock price dropped more than 30% to $1.79, as
compared with its stated value of $20, following the employment
report, Street News says.  Standard Pacific has been facing
liquidity crisis due to the slump in the homebuilding industry,
specifically in California, Street News relates.

                    Homebuilding Risk Exposure

Standard Pacific invested about $1,217,961,000 in unconsolidated
land development and homebuilding joint ventures as of Sept. 30,
2007.  It recorded $41,791,000 in total joint venture impairments
as of Sept. 30, 2007.  Its homebuilding pre-tax loss for the three
months ended Sept. 30, 2007, were $194,246,000.

              Standard Pacific Denies Bankruptcy Rumors

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Standard Pacific disputed rumors that it will be seeking
chapter 11 bankruptcy protection soon.

In a Las Vegas conference, CEO Stephen J. Scarborough called the
information as "speculation" and added that the company did no
effort for filing bankruptcy.  "We have a good record of working
with our banks and a plan in place to generate and preserve cash,"
Mr. Scarborough said.

                     About Standard Pacific

Headquartered in Irvine, Calif., Standard Pacific Corp. (NYSE:SPF)
-- http://www.standardpacifichomes.com/-- is a homebuilder with
operations in California, Florida, Arizona, the Carolinas, Texas,
Colorado, Nevada and Illinois.  The company also provides mortgage
financing and title services to its homebuyers through its
subsidiaries and joint ventures, Standard Pacific Mortgage Inc.,
Home First Funding, SPH Home Mortgage, Universal Land Title of
South Florida and SPH Title.

                         *     *     *

The TCR said on Nov. 6, 2007, that Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured ratings
on Standard Pacific Corp. to 'BB-' from 'BB'.  Additionally, S&P
lowered the rating on the company's senior subordinated debt to
'B' from 'B+'.  The outlook remains negative.  The rating actions
affect $1.35 billion of rated securities.


STRUCTURED ASSET: S&P Cuts Class B2 Cert. Rating to B on Loan Rise
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B2
from Structured Asset Securities Corp. Mortgage Loan Trust 2005-
WF2 to 'B' from 'BB-'.  Concurrently, S&P lowered its ratings on
six classes from SASCO Mortgage Loan Trust 2006-BC1.  Furthermore,
S&P affirmed its ratings on the remaining classes from these two
transactions.

The downgrade of class B2 from series 2005-WF2 reflects a steady
increase in the amount of loans in the severe delinquency pipeline
in combination with a deterioration of credit support due to
excessive realized losses.  As of the Dec. 25, 2007, distribution
date, the failure of excess interest to cover monthly losses
reduced overcollateralization (O/C) to $2.739 million, 18% below
its target.  During the past six remittance periods, losses have
exceeded excess interest by an average of $12,484.  Based on the
delinquency pipeline, losses are projected to further reduce
credit enhancement levels.  Total delinquencies for this
transaction represent 21.28% of the current pool balance, while
severe delinquencies (90-plus days, foreclosures, and REOs)
represent 12.23%.  Cumulative realized losses represent 0.56% of
the original pool balance.

The downgrades of the six classes from series 2006-BC1 reflect a
complete depletion of O/C in combination with projected credit
support levels, based on delinquencies, which are insufficient to
maintain the current ratings.  The lack of O/C has caused a
principal write-down of the B3 class, which S&P has downgraded to
'D'.  During the past six remittance periods, losses have exceeded
excess interest by an average of $864,436.  Losses from
delinquencies are projected to further reduce credit support.
Total delinquencies for this transaction represent 31.96% of the
current pool balance, while severe delinquencies represent 21.60%.
Cumulative realized losses represent 1.53% of the original pool
balance.

The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the current ratings.
As of the December 2007 remittance report, credit support for
these transactions was, on average, 28.97% of the current pool
balances.  In comparison, current credit enhancement was, on
average, 2.50x of the original levels.  As of December 2007, total
delinquencies for these transactions were 21.28% (series 2005-WF2)
and 31.96% (series 2006-BC1) of the current pool balances, with
severe delinquencies of 12.23% (series 2005-WF2) and 21.60%
(series 2006-BC1) of the current pool balances.  Cumulative
realized losses were 0.56% (series 2005-WF2) and 1.53% (series
2006-BC1) of the original pool balances.

A combination of subordination, excess interest, and O/C provide
credit enhancement for these transactions.  The collateral
supporting these series consists of subprime pools of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.


                         Ratings Lowered

              SASCO Mortgage Loan Trust 2005-WF2

                                  Rating
                                  ------

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

               B2          B               BB-

              SASCO Mortgage Loan Trust 2006-BC1

                                  Rating
                                  ------

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

                 M5        A               AA-
                 M6        BBB-            A+
                 M7        BB              BBB+
                 M8        B               BB
                 M9        CCC             B
                 B3        D               CCC

                         Ratings Affirmed

               SASCO Mortgage Loan Trust 2005-WF2

                        Class     Rating
                        -----     ------

                         A3        AAA
                         M1        AA+
                         M2        AA
                         M3        AA-
                         M4        A+
                         M5        A
                         M6        A-
                         M7        BBB+
                         M8        BBB
                         M9        BBB-
                         B1        BB+

               SASCO Mortgage Loan Trust 2006-BC1

                        Class     Rating
                        -----     ------

                        A1, A2     AAA
                        A3, A4     AAA
                        A5, A6     AAA
                        M1, M2     AA+
                        M3         AA+
                        M4         AA
                        B1         CCC
                        B2         CCC


THORNBURG MORTGAGE: S&P Ratings Unmoved by Plan to Raise Equity
---------------------------------------------------------------
Standard & Poor's Ratings Services said that Thornburg Mortgage
Inc.'s (B/Negative/--) plan to raise additional preferred and
common equity will not have an immediate impact on the rating or
outlook.  Nevertheless, S&P views Thornburg's ability to raise
additional common equity positively.  As a REIT, Thornburg has
limited ability to retain earnings and therefore relies on its
ability to raise equity for capital.  Thornburg completing the
sale of the common equity would signal that the company has access
to the equity markets, strengthening its ability to withstand
market dislocations.  Furthermore, the additional equity capital
would slightly decrease leverage levels, which had reached high
levels during the past couple of years.  This would also provide
Thornburg with somewhat greater financial flexibility, should the
company experience further funding pressures.


TSAI DEVELOPMENT: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tsai Development & Construction Corp.
        1055 Corporate Center Drive, Suite 500
        Monterrey Park, CA 91754

Bankruptcy Case No.: 08-10433

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        The Silver Arrow Investment, Inc.          08-10434

Type of Business: The Debtor provides construction services.

Chapter 11 Petition Date: January 10, 2008

Court: Central District Of California (Los Angeles)

Judge: Ernest M. Robles

Debtor's Counsel: Paul Harrigan, Esq.
                  2785 South Bear Claw Way
                  Meridian, ID 83642
                  Tel: (831) 401-2696

                                     Total Assets      Total Debts
                                     ------------      -----------
Tsai Development & Construction      $1,000,000        $9,000,000
Corp.

The Silver Arrow Investment, Inc.    $1,000,000        $9,000,000

A. Tsai Development & Construction Corp's Two Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Park Wilshire, L.L.C.          lawsuit               $9,000,000
Attention: James Negele, Esq.
500 South Grand Avenue,
22nd Floor
Los Angeles, CA 90071

Calvest Engineering            trade debt            $300,000

B. The Silver Arrow Investment, Inc's Two Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Park Wilshire, L.L.C.          lawsuit               $9,000,000
Attention: James Negele, Esq.
500 South Grand Avenue,
22nd Floor
Los Angeles, CA 90071

Internal Revenue Service       taxes                 $6,647
Fresno, CA 93888


TRUMP ENT: Starts New Partnership with Il Mulino New York
---------------------------------------------------------
Trump Taj Mahal Casino Resort started a new partnership with Il
Mulino New York.

Il Mulino New York has garnered critical acclaim for more than two
decades.  The brothers Gino and Fernando Masci first created Il
Mulino in Greenwich village in 1981.

"We are very excited that we will soon offer our guests the
opportunity to enjoy one of america's finest italian restaurants,"
Mark Juliano, CEO of Trump Entertainment Resorts said.  "As we
continually roll out new phases of improvements at all three Trump
casino properties, everyone is particularly excited about the Il
Mulino New York dining experience.

"It will be a perfect addition to the all-new Taj Mahal," Mr.
Junliano added.

There will be two separate dining concepts located at the Taj
Mahal: Il Mulino New York and Trattoria Il Mulino.  Il Mulino New
York will offer the traditional white table cloth experience with
tuxedo-clad waiters and a list of daily specials with wine
recommendations.  The Trattoria will offer a more casual dining
experience.

"It's recognized that Il Mulino New York is the crown of Italian
dining in New York and reservations are always at a premium,"
Jerry Katzoff, chairman of Il Mulino USA noted.

"The new Taj Mahal is the perfect location for our restaurant. Now
guests will be able to enjoy the country's best Italian cuisine
right in Atlantic City's Taj Mahal, steps away from the newly
renovated casino floor," Brian Galligan, president of Il Mulino
USA commented.

The disclosure comes on the heels of several projects at the Taj
Mahal, including the Spice Road in spring of 2007, the renovated
casino floor with new slot machines and table games.

Summer 2007 saw completion of the penthouse suites at Trump Taj
Mahal, offering seven suites with private butler service, custom
furnishings and amenities.  The new high limit gaming salon
recently debuted on the casino floor, offering over two dozen
tables for baccarat, blackjack, craps, and other high limit games.

In 2008, Trump Taj Mahal plans to complete construction on its new
hotel tower, featuring 782 rooms and suites.

Il Mulino New York at the Taj marks its tenth location, joining
New York, Tokyo, Long Island, Las Vegas, Chicago, Miami, San Juan,
Washington District of Columbia, and Orlando, with Atlanta and
Aspen coming soon.  Il Mulino New York at the Taj will be open
daily for dinner, situated on the casino level, beside Dynasty and
adjacent to Ego Bar and Lounge.

               About Trump Entertainmnent Resorts Inc.

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ:TRMP) -- http://www.trump.com-- owns and operates
three casino hotel properties: Trump Taj Mahal Casino Resort,
Trump Plaza Hotel and Casino and Trump Marina Hotel Casino.  Trump
Entertainment conducts gaming activities and provides customers
with casino resort and entertainment experiences.  The company is
the successor to Trump Hotels & Casino Resorts Inc. and its
subsidiaries.  During the year ended Dec. 31, 2006 the company
focused on property and operational changes.  It commenced the
first phase of its renovation capital program and began
construction of a 786-room hotel tower at the Trump Taj Mahal.


TRUMP ENT: $500MM Lien Refinancing Cues Moody's to Keep Ratings
---------------------------------------------------------------
Moody's Investors Service maintained the ratings of Trump
Entertainment Resorts Holdings, L.P.'s on review for possible
downgrade following the company's announcement that it
successfully refinanced its previously existing $500 million first
lien rated bank facility with a new $493.25 million first lien
unrated bank facility, $393.25 million of which was funded at
closing.  The balance of the bank facility is available as a one-
year $100 million delay draw term loan.

TER currently has a B3 corporate family rating, a B3 probability
of default rating, and a Caa1 (LGD-4, 65%) rating on its
$1.25 billion second lien notes due 2015.  All of the company's
ratings are on review for possible downgrade. The Ba3 (LGD-1, 9%)
rating on TER's previously existing $500 million bank facility has
been withdrawn.

The new five-year bank facility provides TER with an increased
amount of near-term operating and financial flexibility -- there
are no financial covenants -- and alleviates concerns regarding
the availability of sufficient funding for the new Taj Mahal hotel
tower which is expected to have a significant positive impact on
cash flow when it opens.  However, despite this positive
development, TER's ratings remain on review for possible downgrade
where they were placed on Dec. 17, 2007.

The decision to maintain TER under review for possible downgrade
considers that company continues to face competition from new
gaming supply in New York and Pennsylvania and increased
promotional spending within the Atlantic City market, both of
which have had a significant negative impact on the company's
operating results and will make it difficult for TER to
simultaneously invest additional capital in its existing assets
and service its debt over the next 12 to 18 months.
Moody's review will focus on TER's ability and plans to further
improve its financial and operating flexibility and address
longer-term debt service obligations.

Proceeds from the new bank facility were used to refinance all
outstanding amounts under TER's previously existing bank facility,
and to provide funding for the for the hotel tower being built at
the Trump Taj Mahal Casino Resort which is currently scheduled to
open in the third quarter of 2007.  Close to $100 million has been
spent on the new tower through Dec. 31, 2007 with about
$155 million remaining to be spent.

Trump Entertainment Resorts Holdings, LP. owns and operates the
Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino and
the Trump Marina Hotel Casino in Atlantic City, New Jersey.  Net
revenues for the latest 12-months ended Sept. 30, 2007 were about
$1 billion.


USEC INC: Earns $45.6 Million in Third Quarter Ended Sept. 30
-------------------------------------------------------------
USEC Inc. reported net income of $45.6 million for its third
quarter ended Sept. 30, 2007, compared to net income of
$9.9 million in the same quarter of 2006.  Pro forma net income
before American Centrifuge expenses was $65.5 million in the third
quarter of 2007 compared to $25.2 million in the same quarter last
year.

Revenue for the third quarter was $634.7 million compared to
$417.8 million in the same quarter last year, an increase of 52%.

Revenue from the sales of separative work units was
$483.5 million, compared to $336.6 million in the third quarter of
2006.  The $146.9 million increase reflects a 36% increase in
volume of SWU sold and a 6% increase in average prices billed to
customers.  Uranium revenue was $102.2 million compared to
$34.4 million last year, reflecting higher prices and the timing
of several large deliveries under long-term contracts.  Revenue
from the U.S. government contracts segment was $49.0 million, an
improvement of $2.2 million over last year.

USEC reported net income of $71.5 million in the nine-month period
ended Sept. 30, 2007, compared to $66.1 million in the same period
of 2006.  Pro forma net income before American Centrifuge expenses
was $136.0 million in the first nine months of 2007, compared to
$111.4 million in the same period last year.

Revenue for the nine-month period was $1.31 billion, an increase
of less than 1% over the same period of 2006.

Revenue from the sale of separative work units was $1.03 billion
compared to $974.9 million in the same period last year, an
increase of $59.5 million or 6%.  SWU volume declined 2% in the
nine-month period compared to 2006.  Revenue from the sale of
uranium was $134.2 million compared to $181.2 million in the same
period of 2006, a 26% decline.  Revenue from the U.S. government
contracts segment was $142.2 million compared to $148.3 million in
the prior year, reflecting reduced Department of Energy contract
work.

The financial results in both periods in 2007 reflect improved
revenue on higher average prices billed to customers, offset by
higher electric power costs, and to a lesser extent, higher
purchase costs from Russia.  The gross profit margin for the nine-
month period of 2007 was 16.2% compared to 17.1% in the same
period of 2006.

Advanced technology expenses for the nine-month period totaled
$100.1 million in 2007 compared to $71.0 million in 2006.

"Our sharp focus on maximizing current operations even as we look
forward to deploying the American Centrifuge has resulted in a
successful quarter financially and allowed us to further improve
the guidance for 2007 earnings and cash flow from operations,"
said John K. Welch, USEC president and chief executive officer.

"During the third quarter we also took solid steps forward with
the American Centrifuge project.  The results of the Lead Cascade
integrated testing gave us the final assurance needed to approach
the capital markets to raise the funding to continue the project
on our schedule.  We believe the new capital, along with an
existing credit facility and our projections for cash flow from
operations, have positioned USEC to meet the next program
milestone in January 2008 for certain financial commitments to
build the plant," he said.

                            Cash Flow

At Sept. 30, 2007, USEC had a cash balance of $774.8 million,
compared to $171.4 million at Dec. 31, 2006, and $48.3 million at
June 30, 2007.  Cash used by operations in the first nine months
of 2007 was $104.3 million, compared to cash flow provided by
operations of $153.0 million in the corresponding period in 2006.
The $257.3 million difference was primarily due to a net inventory
increase of $91.1 million in the nine months ended Sept. 30, 2007,
that was a result of higher production cost and a $126.5 million
increase in accounts receivable following a high level of sales in
the third quarter.

Capital expenditures totaled $65.9 million for the nine-month
period, compared to $29.6 million for the corresponding period of
2006.  The majority of capital expenditures were related to the
American Centrifuge project.  In September 2007, USEC raised net
proceeds of approximately $775.0 million from the concurrent
issuance of 23 million shares of common stock and $575.0 million
in aggregate principal amount of convertible notes.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.83 billion in total assets, $1.58 billion in total liabilities,
and $1.25 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?26f9

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- a global energy company, is a supplier of
enriched uranium fuel for commercial nuclear power plants.

                          *     *     *

As reported in the Troubled Company Reporter on Sep. 28, 2007,
Standard & Poor's Ratings Services assigned its 'CCC' senior
unsecured rating to USEC Inc.'s $500 million 3% convertible senior
unsecured notes due Oct. 1, 2014.  At the same time, S&P affirmed
its 'B-' corporate credit rating on the company.  The outlook is
negative.


UTIX GROUP: Carlin, Charron & Rosen Raises Going Concern Doubt
--------------------------------------------------------------
Boston-based Carlin, Charron and Rosen LLP, expressed substantial
doubt about the ability of Utix Group Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Sept. 30, 2007.  The auditor points to the
company's recurring losses from operations, its net working
capital deficit and net stockholders' deficit

The company posted a net loss of $7,605,249 on $2,741,107 of net
revenues for the year ended Sept. 30, 2007, as compared with a net
loss of $9,648,025 on $1,444,435 of net revenues in the prior
year.

At Sept. 30, 2007, the company's balance sheet showed $2,823,124
in total assets and $6,109,503 in total liabilities, resulting in
$3,286,379 stockholders' deficit.

As of Sept. 30, 2007, the company has total current assets of
$2,608,466 to pay its total current liabilities of $6,109,503.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?26f6

                            About Utix

Headquartered in Burlington, Massachusetts, Utix Group Inc.
(OTC BB: UTIX.OB) -- http://www.utix.com/-- provides gift tickets
that are redeemable at golf courses, ski resorts, spas, movie
theaters, bowling centers and other venues nationwide.  The
company's products are offered through sales of prepaid manual and
magnetic strip plastic gift tickets to corporations and other
business users and sales of prepaid magnetic strip gift tickets to
retail consumers that purchase products at mass merchandise retail
chains and the internet.


WACHOVIA BANK: Moody's Holds Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded these ratings of five classes
and affirmed ratings of 16 classes of Wachovia Bank Commercial
Mortgage Securities Trust 2004-C10, Commercial
Mortgage Pass-Through Certificates, Series 2004-C10:

  -- Class A-1, $29,562,020, affirmed at Aaa
  -- Class A-2, $104,012,000, affirmed at Aaa
  -- Class A-3, $71,285,000, affirmed at Aaa
  -- Class A-4, $579,236,000, affirmed at Aaa
  -- Class A-1A, $246,654,466, affirmed at Aaa
  -- Class X-C, Notional, affirmed at Aaa
  -- Class X-P, Notional, affirmed at Aaa
  -- Class B, $38,703,000, affirmed at Aaa
  -- Class C, $16,127,000, upgraded to Aaa from Aa1
  -- Class D, $32,252,000, upgraded to Aa3 from A2
  -- Class E, $16,126,000, upgraded to A1 from A3
  -- Class F, $19,352,000, upgraded to A3 from Baa1
  -- Class G, $14,513,000, affirmed at Baa2
  -- Class H, $17,739,000, affirmed at Baa3
  -- Class J, $12,901,000, affirmed at Ba1
  -- Class K, $8,063,000, affirmed at Ba2
  -- Class L, $6,451,000, affirmed at Ba3
  -- Class M, $4,838,000, affirmed at B1
  -- Class N, $4,838,000, affirmed at B2
  -- Class O, $4,838,000, affirmed at B3
  -- Class SL, $23,191,215, upgraded to A2 from A3

As of the Dec. 17, 2007 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 3.6%
to $1.27 billion from $1.31 billion at securitization.  The
Certificates are collateralized by 102 mortgage loans ranging in
size from less than 1.0% to 7.8% of the pool, with the top 10
loans representing 54.3% of the pool.  The pool includes five
shadow rated investment grade loans comprising 20.2% of the pool.
Fifteen loans, representing 29.5% of the pool balance, have
defeased and are collateralized by U.S. Government securities.

The pool has not sustained any losses to date.  Currently there is
one loan representing 1.0% of the pool in special servicing.
Moody's is not expecting any losses from this loan at this time.
Twelve loans, representing 6.5% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2006 and partial-year 2007
operating results for 97.6% and 80.0%, respectively, of the pool.
Moody's loan to value ratio for the conduit component is 87.9%,
compared to 89.3% at Moody's last full review in November 2006 and
compared to 94.2% at securitization.  Moody's is upgrading Classes
C, D, E and F due to defeasance, increased credit support and
stable overall pool performance.

Additionally, as a result of the improvement in performance and
amortization of the Starrett-Lehigh Building Loan, Moody's is
upgrading the non-pooled Class SL.

The largest shadow rated loan is the Starrett-Lehigh Building Loan
($96.8 million - 7.8%), which is secured by a 2.3 million square
foot Class B office building in New York City.  The loan
represents a 62.5% pari passu interest in the senior portion of a
first mortgage loan totaling $155.1 million.  In addition there is
also a $23.2 million subordinate B Note included within the trust
that secures Class SL.  The building was 93.9% occupied as of
September 2007, compared to 88.0% at last review.  Major tenants
include U.S. Customs, Tommy Hilfiger USA, Martha Stewart Omnimedia
and the F.B.I. Moody's current shadow rating is Aa2, compared to
Aa3 at last review.  Moody's is upgrading non-pooled Class SL to
A2 from A3.

The second shadow rated loan is the IBM Center Loan
($77.6 million - 6.2%), which is secured by a 785,000 square foot
Class B office building located in Atlanta, Georgia.  IBM's lease
is co-terminus with the loan maturity date.  The loan was interest
only for the first 24 months and will be interest only for the
last 24 months of its loan term.  In the interim, the loan
amortizes based on a 28-year schedule.   Moody's current shadow
rating is Baa2, the same as at last review.

The remaining three shadow rated loans comprise 6.2% of the pool.
The shadow ratings of these loans are the same as at last review.
The 520 Eighth Avenue Loan ($49.0 million - 3.9%), secured by
three contiguous Class B New York City office buildings totaling
740,000 square feet, is shadow rated Aa3.   The Cole Portfolio
Loan ($19.7 million - 1.5%), secured by a portfolio of 11 free
standing retail buildings totaling 154,000 square feet, is shadow
rated Baa2.  The Studio Village Shopping Center Loan ($9.5 million
- 0.8%), secured by a 203,000 square foot retail center located in
Culver City, California, is shadow rated Aaa.

The top three non-defeased conduit loans represent 12.3% of the
outstanding pool balance.  The largest conduit loan is the North
Riverside Park Mall Loan ($80.0 million - 6.4%), which is secured
by a 440,421 square foot portion of a 1.0 million square foot
regional mall located in North Riverside, Illinois, 11 miles west
of the Chicago CBD.  The mall is anchored by J.C. Penney, Carson
Pirie Scott & Co and Sears.  As of October 2007 the property was
92.8% occupied, compared to 89.4% at last review.  Moody's LTV is
89.9%, compared to 87.4% at last review.

The second largest conduit loan is the Villa del Sol Apartments
Loan ($43.9 million - 3.5%), which is secured by a 562-unit garden
style apartment complex located in Santa Ana, California.  As of
June 2007 the property was 97.4% occupied, compared to 99.0% at
last review.  Moody's LTV is 89.5%, compared to 93.8% at last
review.

The third largest conduit loan is the Pine Trail Square Loan
($28.8 million -- 2.3%), which is secured by a 269,600 square foot
retail center located in West Palm Beach, Florida.  The property
was 100.0% occupied as of July 2007, the same as at last review.
Moody's LTV is 73.4%, compared to 74.1% at last review.


WESTWAYS FUNDING: Moody's Junks Rating on $15MM Notes from A2
-------------------------------------------------------------
Moody's Investors Service has taken action on seven classes of
notes issued by Westways Funding VI, Ltd., a Market Value CDO
issuer:

(1) $130,000,000 Class A-1A Floating Rate Senior Notes due 2010

Prior rating: Aaa, on review for possible downgrade
Current rating: Aaa

(2) $20,000,000 Class A-1B Fixed Rate Senior Notes due 2010

Prior rating: Aaa, on review for possible downgrade
Current rating: Aaa

(3) $67,500,000 Class A-2 Floating Rate Senior Notes due 2010

Prior rating: Aaa, on review for possible downgrade
Current rating: Aaa

(4) $15,000,000 Class B Floating Rate Senior Subordinate Notes Due
2010

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

(5) $15,000,000 Class C Floating Rate Subordinate Notes Due 2010

Prior rating: Caa2, on review for possible downgrade
Current rating: C

(6) $15,000,000 Class D Floating Rate Junior Subordinate Notes Due
2010

Prior rating: Ca
Current rating: C

(7) $10,000,000 Class L Junior Loan Interests Due 2010

Prior rating: Ca
Current rating: C

Moody's noted that rating actions reflect the result of
liquidation of the entire portfolio due to a Termination Event
triggered on December 20th.

Moody's also noted that while the underlying assets had been
composed of agency and non-agency Aaa rated mortgage backed
securities, the unprecedented illiquidity in the market for
mortgage backed securities has created difficulty in achieving the
valuations that are consistent with the values indicated by the
pricing sources.


WILLIAM GILES: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: William Giles
        Linda Giles
        10 Cottonwood Court
        Yerington, NV 89447

Bankruptcy Case No.: 08-50021

Chapter 11 Petition Date: January 9, 2008

Court: District of Nevada (Reno)

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
G.M.A.C.                       debt of bill;         $1,287,000
160 East Roseville Parkway,    Giles Motor Co.,
Suite 200                      personal
Roseville, CA 95661            guarantee

Nevada Department of Taxation  debt of bill          $841,813
Bankruptcy Division            Giles Motor Co.,
555 East Washington,           J.T. & several
Suite 1300                     liability
Las Vegas, NV 89101

Internal Revenue Service       debt of bill          $166,000
Stop 5028                      Giles Motor Co.,
110 City Parkway               trust fund
Las Vegas, NV 89106            portion

Litton Loan Servicing          10 Cottonwood Court   $75,000
                               Yerington, NV; value
                               of security:
                               $375,000; value of
                               senior lien: $301,500

Wells Fargo Bank                                     $50,000

Citibank Mastercard                                  $37,000

Bank of America-VISA                                 $28,000

Discover                                             $20,000

American Express-Hilton                              $8,100

Nevada State Bank              debt of bill          $5,000
                               Giles Motor Co.,
                               personal guaranty

Capital One                                          $3,000

Tahoe Fracture & Orthopedic                          $3,000

American Express                                     $1,100

Sierra Surgery Center                                $1,100

Sierra Nevada Cardiology                             $336


* Fitch Assigns Proficient Plus Rating to ACS Education Services
----------------------------------------------------------------
Fitch Ratings has assigned its top ABS servicer rating of
'Proficient Plus' to ACS Education Services for FFELP loan
servicing.  The FFELP servicer rating is based on effective
collection practices that exceed Department of Education
guidelines for servicing FFELP loans and its strong risk
management and quality controls.

Fitch has also assigned a 'Proficient Plus' servicer rating to ACS
for private student loan servicing.  The private student loan
servicer rating similarly reflects the strong risk management and
quality controls.  It also reflects the company's flexibility to
meet different client service levels and its recommendation of
progressive collection techniques to them.

ACS is a FORTUNE 500 company that supports client operations in
more than 100 countries and provides business process and
information technology outsourcing solutions to world-class
commercial and government clients.  ACS purchased AFSA Data
Corporation from Fleet Bank in 2002, renaming it ACS Education
Services.  ACS Education Services provides outsourcing solutions
to over 1,000 college and university financial aid offices and to
the largest lenders in the country.

ACS Education Services is a for profit, third party, student loan
servicer with servicing centers in Utica, New York; Long Beach,
California; Tempe, Arizona; and Montego Bay, Jamaica.  The company
began servicing FFELP loans in 1975 and private student loans in
1997.  At Dec. 31, 2007, FFELP volume was $31.4 billion and 2.1
million accounts.  Private student loan volume was $3.2 billion
and 270,000 accounts.

ACS uses vendor software for origination and a proprietary system
for loan servicing.  These systems support ACS' servicing centers
and are designed to service a loan throughout its entire lifecycle
from origination through claims, including customer service,
delinquency and skip trace.  The servicing system has a
collections subsystem built in for collection of private student
loans.  The disaster recovery and business continuity plans are
effective and tested with SunGard who ACS contracts with.

Fitch expects to publish a full report detailing the qualities of
ACS that support the assigned ratings.

Fitch rates ABS seller/servicers as Proficient Plus, Proficient or
Proficiency Unproven.


* Fitch Expects Credit Card Performance To Weaken This Year
-----------------------------------------------------------
Fitch Ratings said that the U.S. credit card industry has been a
highly competitive and profitable market in recent years as
issuers have benefited from a relatively benign credit
environment, low interest rates, and growing interchange revenues,
coupled with the immense popularity of card rewards.

This being said, the 2007 mortgage market crisis has many
investors wondering what challenges the credit card industry will
experience in 2008.  While Fitch believes deteriorating consumer
credit trends will continue throughout this year, changes in
bankruptcy legislation and industry dynamics raise questions about
what 'normalized' delinquency and charge-off levels are for credit
cards.

In this Fitch Special Report released, 'Credit Cards: Asset
Quality Update', Fitch discusses current asset quality trends in
the credit card market; and provides updated growth and asset
quality statistics for some of the largest credit card issuers.

Fitch's Outlook for consumer finance is Negative for 2008 and
Fitch expects credit card performance will noticeably deteriorate
during the year, given spillover from residential mortgage, weaker
economic trends, and higher levels of unemployment.

Moreover, credit card asset quality deterioration beyond Fitch's
expectations could be a driver of negative rating action in 2008
for mono-line credit card issuers.  However, many of the largest
credit card issuers benefit from business line diversity and thus
weakness in credit cards, by itself, is unlikely to be a rating
issue.


* Fitch Says Outlook for Mining Sector Will Remain Stable
---------------------------------------------------------
Fitch Ratings said that the outlook for mining sector ratings in
2008 remains stable.  Favourable market conditions over the past
three-to-four years have enabled most producers to significantly
strengthen their financial and liquidity profiles such that, at
present, they are generally strong for their respective rating
categories.  This provides more than ample rating headroom against
an expected weakening of some commodity prices over the next 12
months and high ongoing cash outflows due to operating cost
inflation, the replacement of reserves and in respect of
shareholder distributions.

Demand fundamentals for most commodities in 2008 will continue to
be underpinned by strong fixed-asset investment demand from China,
together with the industrialisation and corresponding economic
growth of Brazil, Russia and India.  In contrast, however, to
recent years when the outlook was broadly similar for most
commodities, 2008 is likely to see a divergence in pricing and
demand trends between different commodities.  The outlook is
strongest for the steel making raw materials with year-on-year
price increases of up to 50% possible in the forthcoming contract
price negotiations due to continuing tight supply and forecast
steel production growth of around 5-6%.

Conversely, Fitch believes that base metals prices peaked in 2007,
with prices for nickel, copper and zinc likely to fall moderately
over the course of 2008.  Prices should, however, remain at
historically high levels, reflecting continuing tight supply and
an upward shift in industry cost bases over the past two-to-three
years.  Increasing aluminium supply is likely to result in a
second consecutive net surplus, with an average price of around
USD2,400/tonne compared to around $2,650/tonne in 2007.

For the first time since 2001-02, many mining companies are likely
to report lower year-on-year financial performance in 2008.  This
reflects not only moderating metals prices but also increasing
operating costs and the weakness of the US dollar, especially
where operating costs are incurred in Australia, Canada, Brazil or
Europe.  A key factor to watch as companies move into a weaker
price environment will be the "stickiness" of the higher cost
structures, incurred in the boom conditions of the last two-to-
three years.  Financial trends are likely to be weakest amongst
single-commodity producers, while large diversified mining
companies, such as BHP Billiton, Vale (formerly CVRD; 'BBB-
'/Positive) and Rio Tinto ('A-'/'F2'/Stable), which have
significant exposure to iron ore and/or metallurgical coal, are
likely to fare better.

As in recent years, M&A activity remains the key risk to rating
levels.  BHP Billiton's efforts to acquire Rio Tinto appear to
have started a further round of consolidation speculation in the
industry, with no company appearing immune.  While Rio Tinto was
able to raise $40 billion in debt funding for its acquisition of
Alcan in October 2007, Fitch believes that the funding of other
large scale mining mergers would need to incorporate a significant
share-based element, reflecting not only the scale of a likely
transaction but also the capital constraints currently faced by
the banking sectors in the UK and US.  Small-to-medium sized
acquisition activity will also continue to feature with debt
funding remaining possible.  The short debt payback periods that
companies have been able to rely upon in the supportive price
environment of recent years will, however, become a riskier
proposition.


* S&P Tracks Homebuilder Ratings on SFAS 109 Charges Expectancy
---------------------------------------------------------------
Standard & Poor's Ratings Services is monitoring its ratings on
U.S. homebuilders in light of recent and expected future
announcements of noncash charges to establish reserves against
deferred tax assets, which may be dictated by considerations
prescribed under Statement of Financial Accounting Standards No.
109 (SFAS 109), "Accounting for Income Taxes."  Potential SFAS 109
valuation reserve charges, given the subjective factors involved
in their determination, pose another hurdle in a long series of
challenges that could further exacerbate covenant pressures for
several companies operating in the beleaguered U.S. homebuilding
industry.

Hovnanian Enterprises Inc. (B+/Negative/--) and KB Home
(BB+/Negative/--) recently announced fiscal year-end losses that
included large charges related to SFAS 109 reserves.  These
charges have raised investor concern that other companies will
follow suit when they announce their fiscal year earnings later
this month.  SFAS 109, which addresses accounting and financial
reporting for income taxes, requires companies with deferred tax
assets to evaluate at each reporting period whether it is more
likely than not (based on a likelihood of more than 50%) that a
portion or all of the on-balance-sheet deferred tax assets will
not be realized.  If it is determined, after considering all
available evidence, that some portion or all of the deferred tax
assets may not be realized, the company records a charge and
establishes a valuation allowance to avoid overstating on-balance-
sheet assets.  Many homebuilders may now be subject to these
charges because recent impairment charges have created large
deferred tax assets.  The ultimate ability to realize these tax
assets is now being questioned, given the current challenging
housing market conditions.  However, valuation reserve issues are
not specific to any single industry.

A variety of factors, both positive and negative, are used to
determine whether or not a company should set up a reserve
account.  Factors generally range from the most objective, such as
income in prior carryback years, to the least objective, such as
future projected income.  For example, a strong
backlog of contractual revenues that will likely generate enough
taxable income in the future to realize the deferred tax assets
generally holds less weight than cumulative losses in recent years
or expected losses in the early future years.   Clearly there is a
great deal of judgment involved in determining whether a reserve
account is necessary, as management and auditors are required to
make subjective assessments on the future forecasts of the
companies.  This subjectivity may make comparative financial
analysis more
difficult.  This issue may also be compounded if accounting firms,
in their discussions with management, place different weight on
the factors prescribed in SFAS 109.

While S&P does not anticipate taking any negative rating actions
solely as a consequence of these noncash charges, S&P
is aware that SFAS 109 charges, on top of the substantial noncash
charges related to inventory impairments already taken in 2007,
will negatively affect some companies' ability to remain compliant
with their financial covenants.  To that point, S&P will continue
to monitor lenders' ability and willingness to accommodate
anticipated requests for covenant modifications.  It should be
noted that unlike inventory impairment charges, which represent a
permanent reduction in asset value, SFAS 109 charges may be
reversed in future periods after the facts and circumstances of
the companies change (e.g., they are no longer in cumulative loss
positions).


* Stroock Names Six New Partners and Seven New Special Counsels
---------------------------------------------------------------
Stroock & Stroock & Lavan LLP has named six new partners and seven
new special counsel, effective January 1, 2008.

"These individuals are exceptional attorneys in their respective
fields and bring to us a strong commitment to the Firm and its
clients," said Stuart H. Coleman, Stroock's co-managing partner.

                           New Partners

Eugene P. Balshem (Real Estate, Miami) concentrates in real estate
transactions and related matters.  He represents investment firms,
pension funds, banks and other financial institutions in
connection with the origination, purchase, sale, syndication and
securitization of commercial real estate loans.  Mr. Balshem has
experience in construction, permanent, bridge and mezzanine
financing transactions.  He has also been involved with loan
restructuring and workout/foreclosure alternatives for distressed
loans.

Diana M. Brummer (Real Estate, New York) concentrates in all
aspects of commercial real estate, with particular emphasis on
acquisitions and dispositions, development transactions, joint
ventures, leasing and financings.  She also has experience in
public-private real estate partnerships, including being part of
the Stroock team that represented the New York Mets in
successfully negotiating the lease, development agreement and
related matters for construction and use of the new ballpark.
Prior to Stroock, Ms. Brummer served as a law clerk to the
Honorable Richard J. Cardamone, United States Court of Appeals for
the Second Circuit.

Robert W. Guazzo (Corporate, New York) represents public and
private clients in a variety of transactions, including stock and
asset acquisitions and divestitures, public and private offerings
of debt and equity, asset securitizations, leveraged leasing and
other commercial credit transactions, formation of joint ventures
and negotiating general commercial contracts. He also advises
corporations, public and private investment vehicles and other
financial institutions in connection with compliance with
corporate governance and regulatory requirements. Mr. Guazzo was
formerly a Special Counsel at Stroock.

Angie M. Hankins (Partner - Intellectual Property, New York) has
experience in patent prosecution, patent litigation and client
counseling.  Her litigation experience has involved all aspects of
discovery, trial and appellate practice before the Federal courts
and the United States International Trade Commission.  Her patent
cases have involved liquid crystal displays (LCDs), single-use
cameras, injection molding, computer software, mechanical devices
and pharmaceuticals.  She has prepared numerous opinions and
patent applications for high technology companies. Ms. Hankins has
a bachelor's degree in electrical engineering.

Scott M. Le Bouef (Corporate, New York) concentrates in corporate,
derivatives and commodities law.  He advises clients with respect
to master agreements and credit support documents for over-the-
counter forward and derivatives transactions involving a variety
of commodities, including power, natural gas, metals, and
petroleum products and the commercial, regulatory, and bankruptcy
considerations related to those transactions.  He also advises
clients with respect to energy management agreements and tolling
agreements involving power plants and related generation assets.
Mr. Le Bouef also has experience working with private investment
funds.

Craig Mills (Structured Finance, New York) concentrates in
structured finance, where he has worked on transactions involving
a variety of asset types, with a primary focus on collaterized
debt obligations.  Mr. Mills has represented underwriters, issuers
and placement agents in connection with public offerings and
private placements of debt and equity securities.  He has
extensive recent experience with synthetic CDO transactions.
Mr. Mills has also been active in emerging insurance-linked
securities, including the first capital markets securities
supporting XXX and AXXX reserves and disability reserves.

                          Special Counsel

Richard Eskew (Intellectual Property, New York) is involved
in all aspects of intellectual property, including litigation,
prosecution, opinion work and transactional work.  In particular,
Mr. Eskew has litigated patent and trademark cases, and works
closely with corporate clients to structure and negotiate
intellectual property issues attendant in various types of
corporate deals, including information technology development,
licensing, and transfer, data feed licensing and Internet-related
issues.  Mr. Eskew also counsels clients, particularly in the
financial industry, on issues pertaining to the protection of
novel financial instruments, financial indices, and electronic
trading platforms.

Michael E. Lubin (Real Estate, New York) has extensive experience
representing financial institutions, underwriters, real estate
developers, real estate investment trusts, tax-exempt
organizations and individuals in real estate transactions
involving numerous asset classes, including raw land, retail,
industrial, office, assisted living, hotel, multi-family and
townhome.  He represents clients on real estate acquisitions,
dispositions, development, equity and debt financing, leasing and
management.  Mr. Lubin is also a Certified Public Accountant with
a Master of Laws in Taxation.

Naji Massouh (Structured Finance, New York) concentrates in
structured finance and insurance-linked securities. He has
represented underwriters, issuers, lenders and insurers in U.S.
public offerings, private placements and offshore offerings
involving a variety of asset types.  Mr. Massouh has been active
in the field of insurance-linked securities.  He has experience
securitizing first lien, single family, home equity, home
improvement, auto and commercial loans.  He has been involved in
structuring and documenting CDOs, credit derivatives, repurchase
agreements, asset backed commercial paper programs, letters of
credit and royalty income stream obligations.

David W. Moon (Litigation, Los Angeles) concentrates in complex
commercial litigation, with particular emphasis on the
representation of financial services companies, including national
banks, federally chartered savings and loan associations, state-
chartered banks and industrial banks, credit-card issuers,
automotive finance companies and mortgage companies.  He has
extensive litigation experience before the California trial
courts, Courts of Appeal and Supreme Court and the Ninth Circuit
Court of Appeals and district courts.  Mr. Moon also frequently
advises clients with respect to federal and state consumer lending
regulations, including the federal Truth in Lending Act and
California's Finance Lenders Law.

James O. Nygard (Special Counsel - Financial Restructuring, New
York) Mr. Nygard, (37), advises clients on a broad range of
corporate matters, including corporate restructurings, mergers and
acquisitions, corporate finance, corporate governance and
securities law compliance. Mr. Nygard regularly represents private
investment firms, bondholder committees and official creditors'
committees in bankruptcy proceedings and out-of-court
restructurings and has extensive experience in advising clients in
connection with rights offerings.

Deborah M. Olsen (Personal Client Services, New York)advises
clients on a broad range of topics focusing on estate planning,
trust and estate administration and litigation, and charitable
entities.  Ms. Olsen creates and implements comprehensive and
fully coordinated estate and gifting plans for her clients
utilizing sophisticated techniques, including, trusts such as
grantor retained annuity trusts, generation skipping transfer
trusts, and irrevocable life insurance trusts.  Ms. Olsen also
assists clients with estate planning transactions involving family
business entities such as family limited partnerships and limited
liability companies, including loan and sale transactions, all
structured to achieve her client's personal and family goals with
optimal tax results.  Ms. Olsen regularly gives advice on tax and
fiduciary matters to individual and corporate Trustees and
Executors as well as Directors of public charities and private
foundations.

Jeremy S. Rosof (Litigation, New York) conducts a broad-based
commercial litigation practice with an emphasis on matters
relating to real estate.  Mr. Rosof's practice also encompasses
adversary proceedings in bankruptcy court, environmental cases,
estate litigation, international disputes, securities and ERISA
class actions, and other general commercial matters.  He
represents clients at all levels of the State and Federal courts
and in alternative dispute resolution (ADR).  Mr. Rosof clerked
for the Honorable A. Richard Caputo, United States District Judge,
Middle District of Pennsylvania, during 1999-2000.  He is
currently active in the New York City Bar Association as Secretary
of the Committee on Cooperative and Condominium Law.

                   About Stroock & Stroock

Stroock & Stroock & Lavan LLP -- http://www.stroock.com/-- is a
law firm providing transactional and litigation guidance to
leading multinational corporations, investment banks and venture
capital firms in the U.S. and abroad.  Stroock's practice areas
include capital markets/securities, commercial finance, mergers &
acquisitions and joint ventures, private equity/venture capital,
private funds, derivatives and commodities, employment law and
benefits, energy and project finance, entertainment, financial
restructuring, financial services litigation, insurance,
intellectual property, investment management, litigation, personal
client services, real estate, structured finance and tax.


* BOND PRICING: For the Week of Jan. 7 - Jan. 11, 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, Joseph Medel C. Martirez, 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 ***