TCR_Public/080116.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, January 16, 2008, Vol. 12, No. 13

                             Headlines



360 GLOBAL: 360 Viansa Emerges from Bankruptcy Protection
ACA ABS: Six Classes Obtain S&P's Junk Ratings
AEGIS MORTGAGE: Wants February 15 Set as Admin Claims Bar Date
AEGIS MORTGAGE: Court Okays Capstone Advisory as Financial Advisor
AMERIQUEST MORTGAGE: Moody's Junks Ratings on 13 Certificates

AREI NEWHALL: Voluntary Chapter 11 Case Summary
ARGENT MORTGAGE: Four Certificates Obtain Moody's Junk Ratings
AXIUM INTERNATIONAL: SulmeyerKupetz Named as Chapter 7 Trustee
BANK OF AMERICA: Moody's Cuts Ratings on Six Tranches to Low-B
BFC SILVERTON: S&P Places Junk Ratings on Six Classes

BIO-RAD LABS: S&P Upgrades Corporate Credit Rating
BLACKBOARD INC: To Acquire NTI Group for $182 Million
BLACKBOARD INC: S&P Ratings Unaffected by NTI Group Acquisition
CALPINE CORP: New Common Stock Begins Trading Today
CENTRO NP: S&P Says CCC+ Issuer Ratings Remain on Developing Watch

CENTRO PROPERTIES: Has Until Feb. 15 to Cure U.S. Notes Default
CENTRO PROPERTIES: Andrew Scott Resigns as Chief Executive Officer
CHEVY CHASE: Moody's Reviews Ratings and May Downgrade
CHUCK LAVERTY: Case Summary & 35 Largest Unsecured Creditors
CONCORD RE: Loan Maturity Prompts Moody's Ba2 Rating Withdrawal

CYBERHOME ENT: Parties Have Until January 24 to Bid for Brand
DELPHI CORP: Commences Exit Financing Syndication
DELPHI CORP: U.S. Trustee Balks at Panel's Exit Loan Participation
DELPHI CORP: Moody's Places Corporate Family Rating at (P)B2
DENVER RADIO: Files Schedules of Assets & Liabilities

DENVER RADIO: Wants to Hire Brownstein Hyatt as Bankruptcy Counsel
DENVER RADIO: Section 341(a) Meeting Scheduled for January 28
DERCO INC: U.S. Trustee Appoints Two-Member Creditors Committee
DERCO INC: Committee Wants to Hire Manasian & Rougeau as Counsel
DERCO INC: Given Interim Okay to Use LaSalle's Cash Collateral

DOLLAR GENERAL: Richard Dreiling Appointed as CEO
DURA AUTOMOTIVE: Wants to Move Plan-Filing Deadline to April 30
DURA AUTOMOTIVE: Pacificor Still Silent on Deal Outlook
E3 BIOFUELS: Prime BioSolutions Sets Sight on Ethanol Plant
FEDDERS CORP: Court Approves Bidding Procedure for Units' Business

FORD CREDIT: Fitch To Put 'BB' Rating on $43.8MM Class D Notes
FORD CREDIT: Moody's Places (P)Ba2 Rating on Class D Notes
FORD CREDIT: S&P Rates $43.8 Million Class D Notes at BB+
GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Six Cert. Classes
GULF STREAM: S&P Places Three Junk Ratings on Negative Watch

GOODMAN GLOBAL: Moody's Puts Ba3 Rating on First Lien Sr. Loan
KEVIN COOK: Can Hire Butler & Butler as Bankruptcy Counsel
KEVIN COOK: Administrator Fails to Form Creditors' Committee
HARBORS AT LAKE SINCLAIR: Case Summary & 20 Largest Creditors
HARRAH'S ENTERTAINMENT: Expects to Close Apollo Deal on January 28

HARRY NEAL: Case Summary & Four Largest Unsecured Creditors
HARTSHORNE CDO: Six Classes Acquire S&P's Junk Ratings
HEARTLAND AUTOMOTIVE: Wants to Employ White & Case as Attorney
HEARTLAND AUTO: Wants to Borrow $10 Mil. DIP Fund from Quad-C Unit
HORNBECK OFFSHORE: Earns $28.9 Million in 2007 Third Quarter

INDYMAC BANCORP: Cuts Workforce by 24%; To Take $25 Mil. Charge
INDYMAC MORTGAGE: Moody's Cuts Three Tranches' Ratings to Low-B
INTERIM HEALTH CARE: Case Summary & Four Largest Unsec. Creditors
INTERSTATE BAKERIES: Wants Uniform Solicitation Procedures Okayed
JOHN CAPPIALI: Voluntary Chapter 11 Case Summary

JP MORGAN: Four Tranches Acquires Moody's Junk Ratings
JP MORGAN: Moody's Attaches Low-B Ratings on Six Classes
JUAN RIVERA RIVERA: Case Summary & 14 Largest Unsecured Creditors
KELLWOOD CO: Adjusts Financial Results on Closed Smart Shirts Sale
KRUTI ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors

LANCER FUNDING: S&P Attaches Junk Ratings on Four Classes
LEHMAN XS: Eight Tranches Acquire Moody's Junk Ratings
LIFECARE HOLDINGS: Wayne McAlister Named as CEO and President
LIFECARE HOLDINGS: Moody's Keeps Caa1 Corporate Family Rating
LIMITED BRANDS: December 2007 Sales Decrease 7% at $1.7 Billion

MACKLOWE PROPERTIES: CB Richard Ellis Hired to Sell GM Building
MARY STATEN-LONG: Case Summary & Six Largest Unsecured Creditors
MASTR ADJUSTABLE: Two Tranches Acquire Moody's Junk Ratings
MAXJET AIRWAYS: Court Approves Epiq Bankruptcy as Claims Agent
MAXJET AIRWAYS: Taps Pillsbury Winthrop as Co-Counsel

MAXJET AIRWAYS: U.S. Trustee Appoints Five-Member Creditors Panel
MCCLATCHY CO: Inks Advertising Platform Pacts with ImpreMedia
METROPCS COMMUNICATIONS: Inks Purchase Agreements with PTA Comms
MORTGAGE LENDERS: Wants Plan Filing Period Extended to April 1
MORTGAGE LENDERS: Court Approves Pacts with Four U.S. States

MORTGAGE LENDERS: Court Okays Settlement Deal w/ Marix Servicing
MOVIE GALLERY: Wants Exclusive Period Further Extended to June 13
MOVIE GALLERY: Wants Lease Decision Period Extended to May 13
MOVIE GALLERY: Court Extends Removal Period to July 14
NEW YORK RACING: Wants Exclusive Period Extended to March 14

NEUMANN HOMES: Taps Hilco Real as Special Real Estate Consultant
NEUMANN HOMES: To Sell Precision Framing Assets for $1 Million
NEW CENTURY: Wants Exclusive Period Extended to January 28
NEW CENTURY: Examiner Seeks Second Extension to File Report
NEW CENTURY: Wants Reply to Examiner's Report Placed Under Seal

NEXEN INC: Says Reports on Break Up of Business are Incorrect
NOMURA ASSET: Moody's Junks 17 Tranches' Ratings on Delinquency
PASCACK VALLEY: Fitch Holds and Withdraws Rating on $50.8MM Bonds
PATTY HAYES: Case Summary & Four Largest Unsecured Creditors
PERFORMANCE DISTRIBUTION: Case Summary & 18 Largest Creditors

PETROLEUM DEVELOPMENT: Moody's Rates $250MM Notes Offering at B3
POPE & TALBOT: Panel Taps Blank Rome as Bankruptcy Co-Counsel
POPE & TALBOT: Panel Selects Jefferies & Co. as Financial Advisor
PROPEX INC: Moody's Cuts Corp. Family Rating to Caa2 from Caa1
PSYCHIATRIC SOLUTIONS: Earns $20.3 Million in 2007 Third Quarter

SOLIDUS NETWORKS: Appoints New Board of Directors
SOTHEBY'S: Inks $370 Mil. York Property Buyback Deal With RFR
STREETLIGHT INTELLIGENCE: Stock Drop Cues Appointment of New CEO
STRUCTURED ADJUSTABLE: Moody's Junks Ratings on Five Tranches
SUNCOM WIRELESS: Posts $5.1 Million Net Loss in 2007 3rd Quarter

TBW MORTGAGE: Moody's Chips Ratings on Five Tranches to Low-B
TERWIN MORTGAGE: Moody's Gives Junk Ratings on Three Tranches
TITAN INTERNATIONAL: Moody's Junks Rating on $200 Mil. Notes
UAP HOLDING: S&P Says Deal Delays Won't Affect Agrium's Rating
VERTICAL ABS: Moody's Junks Ratings on $229 Mil. Notes from B2

VICTOR PLASTICS: Files Chapter 11 Bankruptcy in Minnesota
VICTOR PLASTICS: Case Summary & 13 Largest Unsecured Creditors
VICTORIA FINANCE: Technical Default Prompts S&P's 'D' Ratings
VOLANS FUNDING: S&P Puts Three Low-B Ratings on Negative Watch
WAMU MORTGAGE: 11 Tranches Obtain Moody's Junk Ratings

WASHINGTON MUTUAL: Moody's Gives Junk Ratings to Four Tranches
WESTWAYS FUNDING: Fitch Junks Ratings on Seven Note Classes
WESTWAYS FUNDING: Fitch Withdraws Ratings on Five Note Classes
WILLIAM LOTHRINGER: Case Summary & 9 Largest Unsecured Creditors
WINONA ELEVATOR: Case Summary & 19 Largest Unsecured Creditors

WR GRACE: Court Approves U.S. Trustee's Plea to Appoint Examiner

* S&P Cuts Ratings on 56 Classes from 32 Net Interest Securities

* MortgageDaily.com Says Mortgage Sector Suffer Losses in 2007

* Oklahoma Bankruptcy Filings Rose 31% in 2007

* Three Banks Get Hit by Credit Market Downturn

* Donlin Recano Elected as Johnson Rubber's Claims Agent
* SulmeyerKupetz Named Chapter 7 Trustee of Axium's Case

* Richard A. Weiland Appointed as U.S. Trustee for Region 20

* Upcoming Meetings, Conferences and Seminars



                             *********

360 GLOBAL: 360 Viansa Emerges from Bankruptcy Protection
---------------------------------------------------------
The Chapter 11 Second Amended Plan of Reorganization filed by 360
Viansa LLC, an affiliate of 360 Global Wine Company Inc., became
effective on Jan. 11, 2008, Bloomberg News Reports.

As reported in the Troubled Company Reporter on Dec. 17, 2007,
the U.S. Bankruptcy Court for the District of Nevada confirmed
Viansa's Plan.

The Debtors' Plan proposed to sell 100% of the equity in the
reorganized Debtors to the highest bidder free and clear of all
liens to fund and implement the Plan.  The Debtors told the Court
that if Laurus Master Fund Ltd., a secured creditor of the
Debtors, is the successful bidder, Croesus Corporation's secured
claim will remain in place with the reorganized Debtor.

Additionally, the Debtors said the successful bidder can elect to
assume or reject the agreement with General Electric Capital
Corporation.  If the successful bidder elects to assume the
agreement, it will set aside sufficient funds to pay the cure and
fair market value of the equipment subject to the leases.

On Dec. 17, 2007, Laurus was declared the successful bidder and
will be entitled to receive 100% of the equity securities in the
reorganized Viansa, free and clear of all liens and claims.

                      Overview of the Plan

Under the Plan, an auction will be held, on the date of the
confirmation hearing, in Court for up to 100% of the equity
security interest in the reorganized Viansa, excluding the
assigned litigation and excluding the Carneros Warehousing
escrow, free and clear of all liens, claims and encumberances.

Carneros Warehousing is owner of real property at 21481 Eighth
Street, Sonoma, California, which is currently occupied by
Viansa.

Laurus Master Fund Ltd. has agreed to be the stalking horse bidder
with a starting credit bid of $40,667,075.

                      Treatment of Claims

Under the Plan, Administrative Claims will be paid in full on the
effective date.

At the option of the reorganized Debtors, holders of Priority Tax
Claims, totaling approximately $635,000, will be paid, either:

   a. cash on the effective date; or

   b. deferred cash payments, in equal quarterly installments with
      interest at the federal interest rate, estimated at 6% per
      annum.

New Vine Logistics' secured claim will receive payment of $417,000
in cash, in full and complete satisfaction of its claim on the
effective date.

Allowed holders of statutory lien claims, totaling $20,000, filed
prior to the bar date will be paid in full on the effective date.

Croesus Corporation and Laurus' secured claim will be paid in full
from the proceeds of the sale on the effective date.

Gryphon Master Fund LP's secured claim will also be paid in full
from the balance of the sale proceeds.

Dell Financial Services LP, General Motors Acceptance Corporation,
Key Equipment Finance, and US Bancorp's secured claims will be
paid according to the terms stated in their respective prepetition
agreements with the Debtors, or the release of their collateral in
full, at the option of the successful bidder.

Administrative Convenience Claims consist of General Unsecured
Claims will receive pro rata distribution of a lump sum of
$150,000 on the effective date.

General Unsecured Claims, totaling approximately $1.5 million, not
including any potential deficiency claim of Grypon, will be
entitled to receive pro rata distribution of $150,000 after the
effective date and holders will also receive the net proceeds from
the assigned litigation after all allowed professional fees are
paid.

Global's Equity Security Interest in Viansa will be cancelled and   
new equity security interest up to 100% will be issued to the
successful bidder at the confirmation hearing.

                      About 360 Global Wine

Headquartered in Los Angeles, California, 360 Global Wine
Company and 360 Viansi LLC -- http://www.360wines.com/-- are         
small, diversified marketers of wine and alcoholic beverages.  
The company filed for Chapter 11 protection on March 7, 2007
(Bankr. Nev. Case No. 07-50205).  

360 Viansa LLC, an affiliate, filed a separate chapter 11
petition on the same day (Bankr. Nev. Case No. 07-50206).

Brett A. Axelrod, Esq., at Beckley Singleton, Chartered and
Bridget Robb Peck, Esq., at Lewis and Roca LLP represent the
Debtors in their restructuring efforts.  David A. Honig, Esq.,
and Todd J. Dressel, Esq., at Winston & Strawn LLP, represent
the Official Committee of Unsecured Creditors.  Zachary J.
Wadle, Esq., at McDonald Carano Wilson LLP serves as counsel
to the Ad Hoc Committee of Creditors Holding Unsecured Claims.  

In their petition, 360 Global Wine listed total assets of
$43 million and total debts of $39 million while 360 Viansa
listed total assets and debts between $1 million to
$100 million.


ACA ABS: Six Classes Obtain S&P's Junk Ratings
----------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 24
classes from four collateralized debt obligations of asset-backed
securities after receiving notices from the trustees stating that
a majority of the controlling classes of the transactions were
directing the trustee to proceed with the liquidation of the
collateral supporting the rated notes.  Three of the transactions
(BFC Silverton CDO Ltd., ACA ABS 2007-2 Ltd., and Hartshorne CDO I
Ltd.) are hybrid CDOs of ABS collateralized in large part by
mezzanine tranches of residential mortgage-backed securities and
other structured finance transactions; the fourth transaction
(Lancer Funding II Ltd.) is a cash flow CDO collateralized
predominantly by tranches of CDOs that are collateralized in part
by RMBS.

Sixteen of the 24 lowered ratings either remain on CreditWatch
negative or were placed on CreditWatch negative, indicating a high
likelihood of further downgrades.
     
All four transactions had previously experienced events of default
after failing to maintain coverage ratios above the minimum
threshold levels specified in section 5.1 of their indentures.  
Details are:

  -- Hartshorne CDO I Ltd.: The liquidation notice followed
     a previous notice declaring an EOD as of Nov. 9, 2007,
     under section 5.1(h) of the indenture after the
     transaction failed its senior credit test.

  -- BFC Silverton CDO Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Nov. 13, 2007,
     under section 5.1(d) of the indenture after the class A/B
     par value coverage ratio fell to less than 100%.

  -- Lancer Funding II Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Nov. 16, 2007,
     under section 5.1(h) of the indenture after the senior
     credit ratio fell to less than 100%.

  -- ACA ABS 2007-2 Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Oct. 18, 2007,
     under section 5.1(h) of the indenture after the senior
     credit ratio fell to less than 100%.

These rating actions on these four transactions reflect Standard &
Poor's opinion regarding the impact of a potential liquidation of
the collateral at the current depressed market prices.  The rating
actions reflect S&P's opinion that substantial losses to the
noteholders are highly likely based on the current market value of
the collateral and S&P's view that market prices may not recover
during the liquidation period.
     
Zais Group LLC is the manager for Hartshorne CDO I Ltd., Braddock
Financial Corp. is the manager for BFC Silverton CDO Ltd., and ACA
Management LLC is the manager for Lancer Funding II Ltd. and ACA
ABS 2007-2 Ltd.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions (including CreditWatch placements)
as appropriate given the performance of the underlying collateral,
the credit enhancement afforded by each CDO structure, and the
then-current priority of payments specified in each transaction's
legal documentation.

                Downgrades and CreditWatch Actions

                                        Rating
                                        ------
  Transaction           Class      To              From
  -----------           -----      --              ----
BFC Silverton CDO Ltd.  A Liq fac  BB/Watch Neg    AAA/Watch Neg
BFC Silverton CDO Ltd.  B1         CCC-/Watch Neg  AAA/Watch Neg
BFC Silverton CDO Ltd.  B2         CCC-/Watch Neg  AAA/Watch Neg
BFC Silverton CDO Ltd.  C          CCC-/Watch Neg  A+/Watch Neg
BFC Silverton CDO Ltd.  D          CC              BBB-/Watch Neg
BFC Silverton CDO Ltd.  E          CC              B-/Watch Neg

Hartshorne CDO I Ltd.   X          BB/Watch Neg    AAA            
Hartshorne CDO I Ltd.   A-1S       BB/Watch Neg    AAA
Hartshorne CDO I Ltd.   A-1J       CCC-/Watch Neg  A/Watch Neg
Hartshorne CDO I Ltd.   A-2        CCC-/Watch Neg  BBB/Watch Neg  
Hartshorne CDO I Ltd.   A-3        CC              BB-/Watch Neg
Hartshorne CDO I Ltd.   B1         CC              B-/Watch Neg
Hartshorne CDO I Ltd.   B2         CC              CCC/Watch Neg

Lancer Funding II Ltd.  X          BB/Watch Neg    AAA            
Lancer Funding II Ltd.  A1S        BB/Watch Neg    AA+/Watch Neg
Lancer Funding II Ltd.  A1J        CCC-/Watch Neg  CCC+/Watch Neg

ACA ABS 2007-2 Ltd.     X          BB/Watch Neg    AAA            
ACA ABS 2007-2 Ltd.     A1S        BB/Watch Neg    AAA
ACA ABS 2007-2 Ltd.     A1M        CCC-/Watch Neg  AAA   
ACA ABS 2007-2 Ltd.     A1J        CCC-/Watch Neg  A-  
ACA ABS 2007-2 Ltd.     A2         CCC-/Watch Neg  BBB/Watch Neg
ACA ABS 2007-2 Ltd.     A3         CC              BB/Watch Neg
ACA ABS 2007-2 Ltd.     B1         CC              B-/Watch Neg
ACA ABS 2007-2 Ltd.     B2         CC              CCC+/Watch Neg

                     Other Outstanding Ratings

           Transaction               Class      Rating
           -----------               -----      ------
           BFC Silverton CDO Ltd.    F          CC                   
           Hartshorne CDO I Ltd.     B3         CC
           Lancer Funding II Ltd.    A2         CC
           Lancer Funding II Ltd.    A3         CC
           Lancer Funding II Ltd.    B          CC


AEGIS MORTGAGE: Wants February 15 Set as Admin Claims Bar Date
--------------------------------------------------------------
Aegis Mortgage Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to:

   (i) set Feb. 15, 2008, as the deadline for parties to file
       requests for payment of administrative expenses arising as
       of Jan. 1, 2008; and

  (ii) approve the form of the Bar Date's notice and the manner of
       disseminating the notice.

Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP,
in Wilmington, Delaware, says the request, if approved, will
allow the Debtors to ascertain the nature and amounts of the  
administrative claims and have time to review and, if necessary,
object to the claims.

Although the Bankruptcy Code and the Federal Rules of Bankruptcy
Procedure do not specifically set a deadline for filing requests
for payment of administrative expense claims, Sections 503(a) and
105(a) grant authority for the establishment of a bar date for
filing the requests, according to Mr. Cairns.

"Section 503 (a) permits timely requests for payment of
administrative expenses, and thus presupposes the establishment
of a deadline for filing such requests," Mr. Cairns points out.    
He adds that the Court has the discretion to fix deadlines for
filing the requests under Section 105(a).

Mr. Cairns says that the bar date will not apply to these
administrative claims and fees:

    -- fees payable to the Office of the United States Trustee;

    -- claims that have already been approved by the Court;
   
    -- those that have been paid in full prior to the bar date;

    -- claims of governmental units that are subject to Section
       503(b)(1)(D) of the Bankruptcy Code;

    -- claims against the Debtors' estates arising under Section
       503(b)(9) or otherwise subject to the Existing Bar Date
       Order; and
   
    -- claims of the Debtors' professionals or of the Official
       Committee of Unsecured Creditors arising under Sections
       327, 328, 330, 331, 503(b)(2) or 1103.

Any party who fails to file the claim by the deadline will be
forever barred, estopped and enjoined from asserting or receiving
any distribution with respect to any administrative claim,
according to Mr. Cairns.  Meanwhile, the Debtors will be forever
discharged and released from any indebtedness or liability with
respect to the claim.

                    About Aegis Mortgage

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.

(Aegis Bankruptcy News, Issue No. 14, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


AEGIS MORTGAGE: Court Okays Capstone Advisory as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Aegis
Mortgage Corp. and its debtor-affiliates' bankruptcy cases sought
and obtained approval from the U.S. Bankruptcy Court for the
District of Delaware to retain Capstone Advisory Group, LLC, as
its financial advisor, effective as of Sept. 18, 2007.

As financial advisor to the Creditors Committee, Capstone
Advisory is expected to:

   (a) advise and assist in analyzing and monitoring the Debtors'
       financial affairs;

   (b) advise and assist in understanding and responding to the
       proposed Management Incentive Program;

   (c) monitor any process undertaken by the Debtors to sell
       their businesses;

   (d) if requested, assist and advise the Creditors Committee
       and its counsel in reviewing and evaluating any request
       filed or to be filed by the Debtors and other parties-
       in-interest;

   (e) advise and assist in evaluating the retention
       arrangements for advisor to be retained by the Debtors;  

   (f) advise and assist the Creditors Committee and its counsel
       in identifying and reviewing preference payments,
       fraudulent conveyances and other causes of action;

   (g) analyze the Debtors' assets and analyze the unsecured
       creditors' recovery;

   (h) analyze and make recommendations as to the best way to
       liquidate the Debtors' assets in an effort to maximize
       the recovery to general unsecured creditors and develop
       negotiating strategies to support the Creditors
       Committee's position;

   (i) assist and advise in evaluating and analyzing the
       Debtors' restructuring proposals;

   (j) develop a monitoring process that enables the Creditors
       Committee to evaluate the Debtors' performance on an
       ongoing basis; and

   (k) provide other services consistent with the Creditors
       Committee's role and duties as may be requested from
       time to time.

The Creditors Committee proposes that Capstone be paid $60,000 a
month for th first three-month period plus reimbursement of all
out-of-pocket expenses.  Capstone's hourly fees for the services
of its staff range $100 per hour to $650 per hour.  Capstone will
maintain detailed, contemporaneous records of time and actual and
necessary expenses incurred in connection with the services
provided.

The firm is not connected to the Debtors, their creditors or any
parties-in-interest, and does not provide advisory services to
other parties with adverse interest in connection with the
Debtors' Chapter 11 cases, according to Edwin N. Ordway, Jr.,
member and manager of Capstone Advisory.

                       About Aegis Mortgage

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.

(Aegis Bankruptcy News, Issue No. 14, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERIQUEST MORTGAGE: Moody's Junks Ratings on 13 Certificates
-------------------------------------------------------------
Moody's Investors Service has downgraded 37 certificates and
placed on review for possible downgrade 12 certificates from 14
transactions issued by AMSI & ARSI for loans originated by
Ameriquest Mortgage Company and Argent Mortgage Company
respectively. The transactions are backed by adjustable and fixed-
rate subprime mortgage loans. The Quest Trust 2003-X4 transaction
is backed by "scratch and dent" seasoned and reperforming subprime
mortgage loans.

The actions and reviews are based on the analysis of the current
credit enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to
stressed estimates of future losses.

Complete rating actions are:

Issuer: Ameriquest Mortgage Securities Inc., 2002-4

  -- Cl. M-3, Downgraded to Baa2 from A3,
  -- Cl. M-4, Downgraded to Ca from Ba2.

Issuer: Ameriquest Mortgage Securities Inc., Quest Trust 2003-X4

  -- Cl. M-2, Downgraded to B1 from Baa2,
  -- Cl. M-3, Downgraded to Caa2 from Ba3.

Issuer: Ameriquest Mortgage Securities Inc., Ser 2003-6

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4, Downgraded to Ba1 from Baa1,

  -- Cl. M-5, Downgraded to B3 from Baa2,

  -- Cl. M-6, Downgraded to Caa3 from Caa1.

Issuer: Ameriquest Mortgage Securities Inc., Series 2002-AR1

  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently A1,

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

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

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-1

  -- Cl. M-2, Downgraded to Ba1 from A2,
  -- Cl. MV-3, Downgraded to Ca from B1,
  -- Cl. MF-3, Downgraded to Ca from B1,
  -- Cl. M-4, Downgraded to C from Caa3.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-10

  -- Cl. M-5, Downgraded to Ba2 from Baa2,
  -- Cl. MV-6, Downgraded to B3 from Baa3,
  -- Cl. MF-6, Downgraded to B3 from Baa3.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-11

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-3B, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4B, Downgraded to Ba3 from Baa1,

  -- Cl. M-5, Downgraded to B3 from Baa2,

  -- Cl. M-6, Downgraded to Caa2 from Baa3.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-12

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4, Downgraded to B2 from Baa1,

  -- Cl. M-5, Downgraded to B3 from Baa2,

  -- Cl. M-6, Downgraded to Ca from Baa3.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-2

  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa2,

  -- Cl. M-2, Downgraded to Baa2 from A2.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-7

  -- Cl. M-3, Downgraded to Ba1 from Baa1,
  -- Cl. M-4, Downgraded to B3 from Ba2,
  -- Cl. M-5, Downgraded to C from Caa1.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-AR2

  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa2,

  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently A2,

  -- Cl. M-3, Downgraded to Ca from Caa1,

  -- Cl. M-4, Downgraded to C from Ca.

Issuer: Argent Securities Inc., Series 2003-W10

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4, Placed on Review for Possible Downgrade,
     currently Baa1,

  -- Cl. M-5, Downgraded to B1 from Baa2,

  -- Cl. M-6, Downgraded to Caa2 from Baa3.

Issuer: Argent Securities Inc., Series 2003-W3

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4, Downgraded to Ba1 from Baa1,

  -- Cl. M-5, Downgraded to B3 from Baa2,

  -- Cl. MV-6, Downgraded to Ca from Baa3,

  -- Cl. MF-6, Downgraded to Ca from Baa3.

Issuer: Argent Securities Inc., Series 2003-W8

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4, Downgraded to Ba3 from Baa1,

  -- Cl. M-5, Downgraded to B3 from Baa2,

  -- Cl. M-6, Downgraded to Ca from Baa3.


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

Bankruptcy Case No.: 07-15210

Debtor-affiliate filing a separate Chapter 11 petition on
January 14, 2008:

        Entity                                     Case No.
        ------                                     --------
        A.R.E.I. Newhall 25, L.L.C.                08-10220

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

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

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

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

Debtor-affiliate filing a separate Chapter 11 petition on
December 25, 2007:

        Entity                                     Case No.
        ------                                     --------
        A.R.E.I. Newhall 10, L.L.C.                07-15156

Debtor-affiliates filing separate Chapter 11 petitions:

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

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

Chapter 11 Petition Date: December 27, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

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

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

Financial Condition of Debtor filing a separate Chapter 11
petition on December 25, 2008:

                                    Total Assets       Total Debts
                                    ------------       -----------
A.R.E.I. Newhall 10, L.L.C.         $661,932           $24,000,000

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

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

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

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

Financial Condition of Debtor filing separate a Chapter 11
petition on January 14, 2008:

                                    Total Assets       Total Debts
                                    ------------       -----------
A.R.E.I. Newhall 25, L.L.C.         $385,722           $24,000,000

The Debtors did not file lists of their 20 largest unsecured
creditors.


ARGENT MORTGAGE: Four Certificates Obtain Moody's Junk Ratings
--------------------------------------------------------------
Moody's Investors Service has downgraded 37 certificates and
placed on review for possible downgrade 12 certificates from 14
transactions issued by AMSI & ARSI for loans originated by
Ameriquest Mortgage Company and Argent Mortgage Company
respectively. The transactions are backed by adjustable and fixed-
rate subprime mortgage loans. The Quest Trust 2003-X4 transaction
is backed by "scratch and dent" seasoned and reperforming subprime
mortgage loans.

The actions and reviews are based on the analysis of the current
credit enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to
stressed estimates of future losses.

Complete rating actions are:

Issuer: Argent Securities Inc., Series 2003-W10

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4, Placed on Review for Possible Downgrade,
     currently Baa1,

  -- Cl. M-5, Downgraded to B1 from Baa2,

  -- Cl. M-6, Downgraded to Caa2 from Baa3.

Issuer: Argent Securities Inc., Series 2003-W3

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4, Downgraded to Ba1 from Baa1,

  -- Cl. M-5, Downgraded to B3 from Baa2,

  -- Cl. MV-6, Downgraded to Ca from Baa3,

  -- Cl. MF-6, Downgraded to Ca from Baa3.

Issuer: Argent Securities Inc., Series 2003-W8

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4, Downgraded to Ba3 from Baa1,

  -- Cl. M-5, Downgraded to B3 from Baa2,

  -- Cl. M-6, Downgraded to Ca from Baa3.

Issuer: Ameriquest Mortgage Securities Inc., 2002-4

  -- Cl. M-3, Downgraded to Baa2 from A3,
  -- Cl. M-4, Downgraded to Ca from Ba2.

Issuer: Ameriquest Mortgage Securities Inc., Quest Trust 2003-
        X4

  -- Cl. M-2, Downgraded to B1 from Baa2,
  -- Cl. M-3, Downgraded to Caa2 from Ba3.

Issuer: Ameriquest Mortgage Securities Inc., Ser 2003-6

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4, Downgraded to Ba1 from Baa1,

  -- Cl. M-5, Downgraded to B3 from Baa2,

  -- Cl. M-6, Downgraded to Caa3 from Caa1.

Issuer: Ameriquest Mortgage Securities Inc., Series 2002-AR1

  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently A1,

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

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

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-1

  -- Cl. M-2, Downgraded to Ba1 from A2,
  -- Cl. MV-3, Downgraded to Ca from B1,
  -- Cl. MF-3, Downgraded to Ca from B1,
  -- Cl. M-4, Downgraded to C from Caa3.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-10

  -- Cl. M-5, Downgraded to Ba2 from Baa2,
  -- Cl. MV-6, Downgraded to B3 from Baa3,
  -- Cl. MF-6, Downgraded to B3 from Baa3.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-11

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-3B, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4B, Downgraded to Ba3 from Baa1,

  -- Cl. M-5, Downgraded to B3 from Baa2,

  -- Cl. M-6, Downgraded to Caa2 from Baa3.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-12

  -- Cl. M-3, Placed on Review for Possible Downgrade,
     currently A3,

  -- Cl. M-4, Downgraded to B2 from Baa1,

  -- Cl. M-5, Downgraded to B3 from Baa2,

  -- Cl. M-6, Downgraded to Ca from Baa3.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-2

  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa2,

  -- Cl. M-2, Downgraded to Baa2 from A2.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-7

  -- Cl. M-3, Downgraded to Ba1 from Baa1,
  -- Cl. M-4, Downgraded to B3 from Ba2,
  -- Cl. M-5, Downgraded to C from Caa1.

Issuer: Ameriquest Mortgage Securities Inc., Series 2003-AR2

  -- Cl. M-1, Placed on Review for Possible Downgrade,
     currently Aa2,

  -- Cl. M-2, Placed on Review for Possible Downgrade,
     currently A2,

  -- Cl. M-3, Downgraded to Ca from Caa1,

  -- Cl. M-4, Downgraded to C from Ca.


AXIUM INTERNATIONAL: SulmeyerKupetz Named as Chapter 7 Trustee
--------------------------------------------------------------
SulmeyerKupetz said that Howard M. Ehrenberg, partner at the firm,
has been appointed Trustee of Axium International Inc. by the
Office of the United States Trustee effective Jan. 9, 2008.  Mr.
Ehrenberg immediately took over all finances and operations of the
company.

Axium, one of three major companies that processed payrolls for
and provided related services to production companies, studios,
trade unions and other entertainment-industry clients, filed for
Chapter 7 bankruptcy protection on Jan. 8, 2008.  The action was a
result of primary lender Golden Tree Asset Management seizing
$22 million from Axium bank accounts because the company defaulted
on a $140-million loan.

The assets seizure left the company unable to honor its payroll
obligations and continue to operate.  Axium laid off all of its
employees and closed its offices in Los Angeles, New York, Toronto
and London.

"As the court-appointed Trustee of the Axium Chapter 7 bankruptcy
my duty is to liquidate the company's assets in an attempt to
ensure repayment of debt to its unsecured creditors," Mr.
Ehrenberg said.  "Axium handled approximately $3 billion last year
in payroll and related services and is estimated to have assets
worth more than $100 million.  The sale of the company's assets,
including its proprietary software program RightsMax, will be used
to recoup money for creditors."

Mr. Ehrenberg was recently Trustee for the Queen's Seaport
Development Inc., the developer which oversaw the 66-year lease of
the Queen Mary and surrounding 40 acres, which filed for
bankruptcy protection in March 2005.  QSDI was ultimately sold for
$43 million last summer at auction ensuring repayment of debt to
secured creditors.

Mr. Ehrenberg is a member of the Chapter 7 Bankruptcy Panel of
Trustees, appointed by the Office of the United States Trustee,
and a state court receiver.  He is certified as a Business
Bankruptcy Law Specialist by the American Bankruptcy Board of
Certification and member of the Los Angeles Bankruptcy Forum, the
Financial Lawyers Conference, American Bankruptcy Institute and
Council of Certified Bankruptcy Specialists.  Mr. Ehrenberg is
also a member of the Executive Board of the Commercial Law and
Bankruptcy Section of the Los Angeles County Bar Association and a
former commissioner in the City of Burbank, California.

                       About SulmeyerKupetz

SulmeyerKupetz -- http://www.sulmeyerlaw.com/-- is a Los Angeles-
based law firm that specializes in bankruptcy, business
reorganizations, litigation and commercial collections.  
Established in 1952, SulmeyerKupetz has vast experience
representing a variety of clients in all aspects of insolvency
proceedings, including out-of-court debt restructurings,
negotiation and implementation of complex Chapter 11 plans,
debtor-in-possession financing, acquisitions and asset sales for
distressed businesses, and bankruptcy litigation.  The firm
represents both secured and unsecured creditors, lessors,
creditors' committees, debtors, governmental entities, trustees
and receivers.  The firm also serves as local counsel on cases
being managed outside of California.

                     About Axium International

Axium International Inc. -- http://www.axium.com/-- has nearly
two decades of experience in the entertainment industry by
providing payroll solutions for production.  It offers various
financial services and technology for the entertainment industry
through Axium Global and Axium Global Workforce.  It serves
companies ranging from mid-market to Fortune 500.  Axium
International has offices in Los Angeles, New York, Burbank,
Hollywood, Las Vegas, Toronto, Vancouver and London.


BANK OF AMERICA: Moody's Cuts Ratings on Six Tranches to Low-B
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 16 tranches
and has placed under review for possible downgrade the ratings of
14 tranches from 4 deals issued by Bank of America 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: Banc of America Funding 2007-1 Trust, Mortgage Pass-
        Through Certificates, Series 2007-1

  -- Cl. T-A-3A Currently Aaa on review for possible downgrade,
  -- Cl. T-A-3B Currently Aaa on review for possible downgrade,
  -- Cl. T-A-4 Currently Aaa on review for possible downgrade,
  -- Cl. T-A-5 Currently Aaa on review for possible downgrade,
  -- Cl. T-A-7 Currently Aaa on review for possible downgrade,
  -- Cl. T-A-8 Currently Aaa on review for possible downgrade,
  -- Cl. T-A-9 Currently Aaa on review for possible downgrade,
  -- Cl. T-A-10 Currently Aaa on review for possible downgrade,
  -- Cl. T-A-6 Currently Aa1 on review for possible downgrade,
  -- Cl. T-A-11 Currently Aa1 on review for possible downgrade,
  -- Cl. T-M-1 Currently Aa2 on review for possible downgrade,
  -- Cl. T-M-2, Downgraded to Baa3, previously A2,
  -- Cl. T-M-3, Downgraded to Ba2, previously A3,
  -- Cl. T-M-4, Downgraded to B1, previously Baa2,
  -- Cl. T-M-5, Downgraded to B3, previously Baa3.

Issuer: Banc of America Funding 2007--2 Trust

  -- Cl. T-M-2, Downgraded to A3, previously A2,
  -- Cl. T-M-3, Downgraded to Baa2, previously A3,
  -- Cl. T-M-4, Downgraded to Baa3, previously Baa2,
  -- Cl. T-M-5, Downgraded to Ba1, previously Baa3.

Issuer: Banc of America Funding 2007-3 Trust

  -- Cl. T-M-1A Currently Aa2 on review for possible downgrade,
  -- Cl. T-M-1B Currently Aa2 on review for possible downgrade,
  -- Cl. T-M-2, Downgraded to A3, previously A2,
  -- Cl. T-M-3, Downgraded to Baa1, previously A3,
  -- Cl. T-M-4, Downgraded to Baa3, previously Baa2,
  -- Cl. T-M-5, Downgraded to Ba2, previously Baa3.

Issuer: Banc of America Funding 2007-4 Trust

  -- Cl. T-M-1 Currently Aa2 on review for possible downgrade,
  -- Cl. T-M-2, Downgraded to Baa2, previously A2,
  -- Cl. T-M-3, Downgraded to Baa3, previously A3,
  -- Cl. T-M-4, Downgraded to Ba3, previously Baa2,
  -- Cl. T-M-5, Downgraded to Caa1, previously Baa3.


BFC SILVERTON: S&P Places Junk Ratings on Six Classes
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 24
classes from four collateralized debt obligations of asset-backed
securities after receiving notices from the trustees stating that
a majority of the controlling classes of the transactions were
directing the trustee to proceed with the liquidation of the
collateral supporting the rated notes.  Three of the transactions
(BFC Silverton CDO Ltd., ACA ABS 2007-2 Ltd., and Hartshorne CDO I
Ltd.) are hybrid CDOs of ABS collateralized in large part by
mezzanine tranches of residential mortgage-backed securities and
other structured finance transactions; the fourth transaction
(Lancer Funding II Ltd.) is a cash flow CDO collateralized
predominantly by tranches of CDOs that are collateralized in part
by RMBS.

Sixteen of the 24 lowered ratings either remain on CreditWatch
negative or were placed on CreditWatch negative, indicating a high
likelihood of further downgrades.
     
All four transactions had previously experienced events of default
after failing to maintain coverage ratios above the minimum
threshold levels specified in section 5.1 of their indentures.  
Details are:

  -- Hartshorne CDO I Ltd.: The liquidation notice followed
     a previous notice declaring an EOD as of Nov. 9, 2007,
     under section 5.1(h) of the indenture after the
     transaction failed its senior credit test.

  -- BFC Silverton CDO Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Nov. 13, 2007,
     under section 5.1(d) of the indenture after the class A/B
     par value coverage ratio fell to less than 100%.

  -- Lancer Funding II Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Nov. 16, 2007,
     under section 5.1(h) of the indenture after the senior
     credit ratio fell to less than 100%.

  -- ACA ABS 2007-2 Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Oct. 18, 2007,
     under section 5.1(h) of the indenture after the senior
     credit ratio fell to less than 100%.

These rating actions on these four transactions reflect Standard &
Poor's opinion regarding the impact of a potential liquidation of
the collateral at the current depressed market prices.  The rating
actions reflect S&P's opinion that substantial losses to the
noteholders are highly likely based on the current market value of
the collateral and S&P's view that market prices may not recover
during the liquidation period.
     
Zais Group LLC is the manager for Hartshorne CDO I Ltd., Braddock
Financial Corp. is the manager for BFC Silverton CDO Ltd., and ACA
Management LLC is the manager for Lancer Funding II Ltd. and ACA
ABS 2007-2 Ltd.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions (including CreditWatch placements)
as appropriate given the performance of the underlying collateral,
the credit enhancement afforded by each CDO structure, and the
then-current priority of payments specified in each transaction's
legal documentation.

                Downgrades and CreditWatch Actions

                                        Rating
                                        ------
  Transaction           Class      To              From
  -----------           -----      --              ----
BFC Silverton CDO Ltd.  A Liq fac  BB/Watch Neg    AAA/Watch Neg
BFC Silverton CDO Ltd.  B1         CCC-/Watch Neg  AAA/Watch Neg
BFC Silverton CDO Ltd.  B2         CCC-/Watch Neg  AAA/Watch Neg
BFC Silverton CDO Ltd.  C          CCC-/Watch Neg  A+/Watch Neg
BFC Silverton CDO Ltd.  D          CC              BBB-/Watch Neg
BFC Silverton CDO Ltd.  E          CC              B-/Watch Neg

Hartshorne CDO I Ltd.   X          BB/Watch Neg    AAA            
Hartshorne CDO I Ltd.   A-1S       BB/Watch Neg    AAA
Hartshorne CDO I Ltd.   A-1J       CCC-/Watch Neg  A/Watch Neg
Hartshorne CDO I Ltd.   A-2        CCC-/Watch Neg  BBB/Watch Neg  
Hartshorne CDO I Ltd.   A-3        CC              BB-/Watch Neg
Hartshorne CDO I Ltd.   B1         CC              B-/Watch Neg
Hartshorne CDO I Ltd.   B2         CC              CCC/Watch Neg

Lancer Funding II Ltd.  X          BB/Watch Neg    AAA            
Lancer Funding II Ltd.  A1S        BB/Watch Neg    AA+/Watch Neg
Lancer Funding II Ltd.  A1J        CCC-/Watch Neg  CCC+/Watch Neg

ACA ABS 2007-2 Ltd.     X          BB/Watch Neg    AAA            
ACA ABS 2007-2 Ltd.     A1S        BB/Watch Neg    AAA
ACA ABS 2007-2 Ltd.     A1M        CCC-/Watch Neg  AAA   
ACA ABS 2007-2 Ltd.     A1J        CCC-/Watch Neg  A-  
ACA ABS 2007-2 Ltd.     A2         CCC-/Watch Neg  BBB/Watch Neg
ACA ABS 2007-2 Ltd.     A3         CC              BB/Watch Neg
ACA ABS 2007-2 Ltd.     B1         CC              B-/Watch Neg
ACA ABS 2007-2 Ltd.     B2         CC              CCC+/Watch Neg

                     Other Outstanding Ratings

           Transaction               Class      Rating
           -----------               -----      ------
           BFC Silverton CDO Ltd.    F          CC                   
           Hartshorne CDO I Ltd.     B3         CC
           Lancer Funding II Ltd.    A2         CC
           Lancer Funding II Ltd.    A3         CC
           Lancer Funding II Ltd.    B          CC


BIO-RAD LABS: S&P Upgrades Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Hercules, California-based Bio-Rad Laboratories Inc. to
'BBB-' from 'BB+' following a review of the company's financial
policies.
      
"The upgrade reflects our expectation that Bio-Rad will maintain a
financial risk profile appropriate for an investment-grade rating
while conducting small acquisitions," said Standard & Poor's
credit analyst David Lugg, "with significant acquisitions a rare
event following by rapid deleveraging."


BLACKBOARD INC: To Acquire NTI Group for $182 Million
-----------------------------------------------------
Blackboard Inc. disclosed a definitive agreement to acquire
privately-held NTI Group, Inc.  Under terms of the agreement,
Blackboard will acquire NTI for $182 million subject to certain
adjustments. The purchase price will be paid $132 million in cash
and $50 million in stock.  In addition, up to an additional
$17 million in consideration may be paid in stock based on
attainment of certain financial targets over the two years
following the close of the acquisition.

This acquisition enables Blackboard to better help institutions
address several key challenges and trends which are taking place
within the education community, namely:

   1. As online learning continues to grow and more institutions
      utilize the internet to connect with traditional and virtual
      students, it is becoming increasingly important to have the
      capability to deliver mass communications with large
      populations of users across an array of technical devices;

   2. In addition, it has become imperative that academic
      institutions have the ability to quickly and effectively
      communicate with their entire campus constituency in the
      wake of a range of school and campus tragedies, severe
      weather and other safety concerns; and

   3. Institutions are focusing on mobile-centric strategies and
      looking to tightly integrate their learning environments
      with cell phones and PDAs.

In addition, this positions Blackboard to assist Governmental
agencies and municipalities which are also increasingly expected
to reach their entire constituencies directly in an expeditious,
time sensitive and cost-effective manner in the event of serious
public safety matters.

The acquisition of the NTI Group moves Blackboard into the fast-
growing alert and notification market, forecast by Yankee Group to
grow to an estimated $1.2 billion in revenue in the United States
by 2011, representing a five-year compounded average annual growth
rate of over 30%.  The combination of Blackboard and NTI adds
another mission-critical offering to Blackboard's existing suite
of enterprise products and fulfills a key education technology
priority.  The addition of NTI's Connect-ED offering will allow
Blackboard to extend its leadership in North American higher
education and establish a much more significant presence with U.S.
K-12 institutions where NTI has already established a significant
client base.

NTI is located in Sherman Oaks, California and provides
comprehensive communication services designed specifically for
academic institutions as well as local, state and federal
government entities.  As of the third quarter of 2007, NTI had
more than 1,200 contracts for the Connect-ED system in the U.S.
K-12 market covering more than 14,000 schools and districts.  NTI
had 130 contracts in the U.S. higher education market covering
approximately 200 colleges and universities.  Additionally, the
Connect-CTY, Connect-GOV and Connect-MIL services provide mass
notification functionality to a fast growing number of municipal,
government and military customers.  The company's mass
notification systems are designed to allow users to quickly and
easily record and send time-sensitive notifications to thousands
of people in minutes using just a computer or telephone.  The NTI
service operates as a fully hosted, fully managed Application
Service Provider/Software as a Service; users are able to deploy a
complete messaging and notification system without investing in,
or maintaining, hardware, software, or additional phone lines.  
Messages can be sent to recipients' landlines, cell phones,
PDAs/text- based devices, SMS, e-mail accounts, and TTY/TDD
devices for the hearing impaired.

"Time-sensitive mass notification systems are a top priority for
global academic institutions," said Michael Chasen, Blackboard's
President and Chief Executive Officer.  "NTI is the leading
provider of these systems to educational institutions and
government agencies and the addition of their solutions is an
excellent next step in the growth of Blackboard's product
portfolio.  NTI expands our client base significantly and in
particular adds more than 1,200 new relationships with key IT
decision makers in the K-12 market.  I believe the union of our
companies will create substantial cross- selling opportunities and
add significant shareholder value."

"We are extremely pleased to become a part of Blackboard and
enhance their product offering with our mission critical
communications technology," said Robin Richards, NTI Chairman and
Chief Executive Officer.  "We believe that we can leverage
Blackboard's existing infrastructure, geographic diversity and
relationships in higher education to efficiently expand the reach
of our communications platform."

Both companies' Boards of Directors have approved the transaction.  
Subject to regulatory approval and other customary closing
conditions, the transaction is expected to close in the first
quarter of 2008.  The combined companies will operate under the
Blackboard name and brand with corporate headquarters located in
Washington, DC.

                      Acquisition Benefits

The combination of Blackboard and NTI unites two innovators
serving academic institutions, as well as government and corporate
clients.  Key strengths expected from the combination include:

   -- Combined client base of more than 4,900 K-12 schools,
colleges and universities as well as a growing presence in
government organizations and corporations;

   -- Unmatched depth and breadth of product offering;

   -- Enhanced cross-selling opportunities to both the existing
      NTI and Blackboard client bases;

   -- Strengthened management with extensive experience in global
      education technology; and

   -- Increased revenue growth, profitability and cash flow over
      time.

                 Financial Details of the Acquisition

NTI's business model offers many of the same financial
characteristics as Blackboard's, including an annual recurring
subscription-based licensing model, ratable revenue recognition, a
stable institutional client base and historically high renewal
rates.  As a result, the combination is expected to enhance growth
and profitability over time.  Blackboard expects the transaction
to be slightly accretive to earnings on a non-GAAP adjusted basis
excluding the impact of purchase accounting adjustments on
deferred revenues and non-recurrinfedders corpg merger-related
costs and dilutive on a GAAP basis for fiscal year 2008.

Blackboard retained Wachovia Securities as its financial advisor
and Dewey & LeBoeuf as its legal advisor.  NTI retained UBS
Investment Bank as its financial advisor and Latham and Watkins
LLP as its legal advisor.

                     About Blackboard Inc.

Headquartered in Washington, D.C., Blackboard Inc. (Nasdaq: BBBB)
provides enterprise software applications and related services to
the education industry.  Founded in 1997, Blackboard enables
educational innovations everywhere by connecting people and
technology.  With two product suites, the Blackboard Academic
Suite(TM) and the Blackboard Commerce Suite(TM), Blackboard is
used by millions of people at academic institutions around the
globe, including colleges, universities, K-12 schools and other
education providers, as well as textbook publishers and student-
focused merchants that serve education providers and their
students.  Blackboard has offices in North America, Europe and
Asia.


BLACKBOARD INC: S&P Ratings Unaffected by NTI Group Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings and outlook on
Blackboard Inc. (B+/Positive/--) would not be affected by the
company's announced acquisition of The NTI Group Inc., a provider
of mass notification systems to schools, for $182 million, of
which $132 million will be in cash and the remaining amount will
be in common stock.  The agreement also includes earnout of up to
$17 million in common stock based upon the achievement of certain
performance milestones.  
     
In 2007, NTI had revenue of approximately $30 million.  At worst
case, Washington, District of Columbia-based Blackboard's
acquisition of NTI would leave operating lease-adjusted debt
leverage unchanged at 3.3x as of Sept. 30, 2007, which is good for
the rating.  However, Standard & Poor's expects the transaction to
be EBITDA accretive and leverage to improve slightly from its
current level.  Following this transaction, Blackboard still has
some capacity for debt-financed acquisitions at the current
rating.


CALPINE CORP: New Common Stock Begins Trading Today
---------------------------------------------------
Common stock to be issued by Calpine Corp. pursuant to its Sixth
Amended Joint Plan of Reorganization will begin "when issued"
trading on the New York Stock Exchange on Jan. 16, 2008.

The company will disclose when the new shares of common stock will
be distributed and "regular way" trading will begin on the NYSE at
a later date.

Calpine remains on track with its current timetable and expects to
emerge from Chapter 11 prior to Feb. 7, 2008.

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

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

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

On June 20, 2007, the Debtors filed their Chapter 11 Plan and
Disclosure Statement.  On Aug. 27, 2007, the Debtors filed their
Amended Plan and Disclosure Statement.  Calpine filed a Second
Amended Plan on Sept. 19, 2007 and on Sept. 24, 2007, filed a
Third Amended Plan.  On Sept. 25, 2007, the Court approved the
adequacy of the Debtors' Disclosure Statement and entered a
written order on September 26.  On Dec. 19, 2007, the Court
confirmed the Debtors' Plan.  (Calpine Bankruptcy News; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


CENTRO NP: S&P Says CCC+ Issuer Ratings Remain on Developing Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'CCC+' issuer
credit ratings on Centro NP LLC remain on CreditWatch with
developing implications, where they were placed on Jan. 3, 2008.  
The 'CCC+' senior-unsecured debt and 'CCC-' preferred stock
ratings on Centro NP also remain on CreditWatch with developing
implications.
     
This CreditWatch update follows a series of announcements made
earlier by Centro Properties Group on the company's refinancing
plans for its maturing bank debt and progress made on the group's
"strategic review".  Collectively, the announcements do not have
an immediate effect on the Centro NP ratings.  The announcements
were:

  -- CNP's U.S. private-placement noteholders, owed $450
     million, agreed with CNP not to act on rights under their
     note purchase agreement which could potentially accelerate
     repayment of this debt before Feb. 15, 2008.  This is
     consistent with the deadline for the rollover of
     substantial debt facilities at CNP.

  -- As a consequence of the inability to rollover CNP's
     interest-rate and foreign-exchange hedging, the company
     advised that its net foreign-currency equity exposure to
     movements in the Australian and U.S. dollars is currently
     $4,473 million, of which 80.7% is hedged, from 99.2%
     previously.

  -- CNP is reviewing the classification of current and non-
     current interest-bearing liabilities reported in CNP's
     audited financial statements to June 30, 2007.

  -- The sale process"of a whole-of-group review, which may
     include a recapitalization, equity issuance, or
     acquisition of CNP, and/or the sale of the group's
     interest in its Australian and U.S. wholesale funds"is
     continuing.

  -- The appointment of Glenn Rufrano as chief executive
     officer of CNP. Mr. Rufrano succeeds Andrew Scott, who
     resigned yesterday.
      
"These announcements do not change the near-term probability that
Centro NP could be put into default by its creditors,
notwithstanding that the company's operating assets remain of good
quality," Standard & Poor's credit analyst Craig Parker said.
     
Given the uncertainty facing the group, the issuer rating on
Centro NP could move either up or down from 'CCC+'.  A downgrade
would be precipitated by Centro NP not being able to seek an
extension of its debt facility beyond Feb. 15, 2008.  There is
also a prospect that some lenders within the CNP group may
selectively rollover facilities that have recourse to favorable
assets, while other lenders may seek repayment on Feb. 15, 2008.  
On the other hand, the ratings could be raised if CNP and Centro
NP are able to present a strategic plan that satisfies the bank
lenders and facilitates an extension of the debt facilities.  This
may provide CNP and Centro NP with adequate time to reduce debt
levels while enabling the assets to be managed and retain their
market value.


CENTRO PROPERTIES: Has Until Feb. 15 to Cure U.S. Notes Default
---------------------------------------------------------------
Centro Properties Group has received advice from its U.S. Private
Placement Noteholders who are collectively owed $450 million,
which suggested that one or more events of default under the
relevant Note Purchase Agreements may have arisen under some or
all of the Notes.

Centro has not conceded that there are any such defaults.  
However, Centro has entered into an agreement with the Noteholders
through to Feb. 15, 2008 (or such later date as may be agreed) for
the Noteholders not to act on the events, consistent with its
arrangements with the lenders who are parties to the extension
agreements.

Both the Australian and U.S. lenders have concurred with the
arrangements.

Centro said it is in regular dialogue with the lenders who are
parties to the Australian Extension Deed dated Dec. 17, 2007, and
is expected to continue.  According to Centro, the lenders are
currently considering extending the arrangements under the
Extension Deed beyond Feb. 15, 2008.

The U.S. lenders are also considering an extension of their
current maturities beyond Feb. 15, 2008, Centro notes.

                    Foreign Exchange Hedging

In relation to interest rate hedging, Centro has traditionally
maintained a high level of foreign exchange hedging on its net
foreign currency exposures to protect its stakeholders from
earnings and cash flow volatility resulting from fluctuations
in FX rates.

Due to the current situation, Centro said it has been unable
to extend maturing FX hedges with its relationship banks.  
Consequently, Centro's exposure to FX rate movements has
increased and could translate into volatility in earnings if
the Australian Dollar appreciates or depreciates significantly
from current levels.

Centro's net foreign currency equity exposure to A$/US$ rate
movements is currently US$4,473 million of which 80.7% is hedged,
from 99.2% previously.  The current level of hedges is below
internal policy requirements.

Centro's ongoing hedging levels are being considered as part of
the Strategic Review.  The change in FX hedging position does
not require action under the arrangements with Centro's
financiers.
Centro has advised its relationship banks of the issues involved
and will be seeking to develop a solution with them.

The FX hedging positions of Centro's managed funds, including
Centro Retail Trust, are not affected.

                   Current and Non Current Debt

Centro Properties Group's audited financial statements (released
on Sept. 18, 2007) reflected A$1,097 million in current interest
bearing liabilities and A$2,507 million in non-current interest
bearing liabilities.

Centro has initiated a review of its classification of current
versus non current liabilities in its audited June 30 2007
accounts, as it now considers there is a prospect that the
proportion of current liabilities may have been higher than
that reported.

The total amount of reported debt of $3,604 million is
unaffected.

Centro's debt maturity profile as at December 2007 is as stated
in a schedule to its announcement on Dec. 17, 2007.  This
schedule,
which included Centro's debt and relevant debt included in its US
joint venture, maturing in the 12 months from December 2007,
remains unchanged.

                     Strategic Review Update

Centro's adviser, Lazard Carnegie Wylie, has reported extensive
interest from high quality and credible potential investors
(both Australian and international) for a range of the various
options being considered by the Board as part of the Strategic
Review.  It is expected that a number of these parties will
commence due diligence with access to the company's data room
shortly.

The potential sale of the Group's interests in the Centro
Australia Wholesale Fund has also attracted strong interest from
both domestic and international investors.  A detailed
Information Memorandum regarding CAWF is being sent to
interested parties.  Significant interest has also been received
for the Centro America Fund and, therefore, a similar process
is being initiated.

                           Trading Halt

Centro Retail Trust went into trading halt on Friday, Jan. 11,
2008, as a result of the trading halt for Centro Properties
Group and its potential consequential impact on CER.

In parallel with the review being conducted by Centro
Properties Group, CER has initiated a review of its classification
of current versus non current liabilities in its audited
June 30 2007 accounts.

                 CER Debt Maturity Profile* (A$bn)

   Debt Maturity         As at December 2007    As at January 2008
   -------------         -------------------    ------------------   
  Feb. 15, 2008                1.2                    1.2
  12 Months or less            0.7                    1.3
  Beyond 12 Months             3.7                    3.1
  ----------------------------------------------------------------
  Total                        5.6                    5.6

  * includes share of debt held in equity accounted investments

The increase in debt maturing in 12 months or less from
$0.7 billion to $1.3 billion reflects the current position
including debt maturing in December 2008.

                     About Centro Properties

Centro Properties Group is a retail investment organisation
specialising in the ownership, management and development of
retail shopping centres.  Centro manages both listed and
unlisted retail property and has an extensive portfolio of
shopping centres across Australia, New Zealand and the United
States.  Centro has funds under management in excess of
$26.6 billion.


CENTRO PROPERTIES: Andrew Scott Resigns as Chief Executive Officer
------------------------------------------------------------------
Andrew Scott has resigned as Chief Executive Officer and as a
director of Centro Properties Group.

Glenn Rufrano has been appointed as Chief Executive Officer
effective immediately.

Since the acquisition of New Plan by Centro, Mr. Rufrano has been
Chief Executive Officer of Centro US.  Mr. Rufrano was formerly
the Chief Executive Officer of New Plan, prior to its acquisition
by Centro in April 2007.

Mr. Brian Healey, Chairman of Centro said, "Glenn is well known
and respected in the industry and has been a great addition to
Centro since joining us through the New Plan acquisition.  The
Board is extremely pleased that Glenn has agreed to accept the
position of Chief Executive Officer and we look forward to the
benefit of his leadership and vast experience in these
challenging times".

Centro has agreed with Mr. Rufrano that he will be entitled to a
salary of US$1.2 million per annum, a potential short term
incentive of up to 150% of his annual salary and a long term
incentive of 1,000,000 options to acquire securities under the
Centro Executive Option Plan.

Mr. Scott has agreed to remain available to actively assist
Centro as a consultant until March 31 2008.  Mr. Scott has
agreed to a payment of $1.5 million on the date of cessation
of employment (plus accrued salary or other like entitlements to
that date).  He will also become entitled to a further
$1.5 million on March 31 2008, provided that he has
satisfactorily fulfilled his consulting obligations.  The value
of Mr. Scott's termination benefits is significantly less than
the termination benefit to which he would have been entitled
under the contract as described in Centro's annual report for
2007.

                    About Mr. Glenn J. Rufrano

Glenn J. Rufrano has been Chief Executive Officer of Centro
Properties U.S. since the acquisition of New Plan in April 2007.
In this role, he has been responsible for the management,
leasing, redevelopment and development of Centro Properties
Group's US portfolio.

Until its acquisition by Centro Properties Group in April 2007,
Mr. Rufrano served as Chief Executive Officer of New Plan Excel
Realty Trust Inc., as well as a member of the Company's Board of
Directors.  

Under his leadership, New Plan was transformed into one of
the nation's largest public real estate companies, focusing on
the ownership and management of over 460 community and
neighbourhood shopping centres encompassing approximately
68 million square feet of retail space.

Mr. Rufrano has been involved in both the shopping centre
and mall industries for more than 25 years.

Mr. Rufrano joined New Plan Excel Realty Trust in February 2000,
following seventeen years as a partner at The O'Connor Group, a
diversified real estate investment firm.

At The O'Connor Group, he most recently served as President and
Chief Operating Officer, overseeing the investment and management
of three private equity funds, in addition to client
service/marketing and finance activities.  Concurrently, he was
Co-Chairman of The Peabody Group, an association between The
O'Connor Group and J.P. Morgan & Co. Inc. investing in high-
yield international real estate related opportunities.

Mr. Rufrano currently serves on a number of boards at New York
University's Real Estate Institute, where he is an adjunct
professor, and is a trustee, member of the Executive Committee
and Treasurer and Secretary of the International Council of
Shopping Center.  He is also on the Board of Directors of New
Alternatives for Children, a not-for-profit health and social
services agency whose exclusive mission is to serve children
with medical disabilities and/or chronic illnesses and their
families.

Mr. Rufrano holds a Master of Science in Management degree from
the Florida International University and a Bachelor of Arts in
Business Administration from Rutgers University.

                     About Centro Properties

Centro Properties Group is a retail investment organisation
specialising in the ownership, management and development of
retail shopping centres.  Centro manages both listed and
unlisted retail property and has an extensive portfolio of
shopping centres across Australia, New Zealand and the United
States.  Centro has funds under management in excess of
$26.6 billion.


CHEVY CHASE: Moody's Reviews Ratings and May Downgrade
------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade,
the ratings of ten tranches from two transactions issued by Chevy
Chase Funding LLC in 2007.  The collateral backing these classes
primarily consists of first lien, adjustable-rate negatively
amortizing Alt-A mortgage loans.

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

Complete rating actions are:

Chevy Chase Funding LLC, Mortgage-Backed Certificates, Series
2007-1

  -- Cl. B-3 Currently A2, on review for possible downgrade,
  -- Cl. B-3I Currently A2, on review for possible downgrade,
  -- Cl. B-3NA Currently A2, on review for possible downgrade,
  -- Cl. B-4 Currently Baa3, on review for possible downgrade,
  -- Cl. B-5 Currently B2, on review for possible downgrade,

Chevy Chase Funding LLC, Mortgage-Backed Certificates, Series
2007-2

  -- Cl. B-3 Currently A1, on review for possible downgrade,
  -- Cl. B-3I Currently A1, on review for possible downgrade,
  -- Cl. B-3NA Currently A1, on review for possible downgrade,
  -- Cl. B-4 Currently Baa3, on review for possible downgrade,
  -- Cl. B-5 Currently B2, on review for possible downgrade.


CHUCK LAVERTY: Case Summary & 35 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Chuck Laverty & Son Plumbing & Heating
             50 Howe Avenue
             Millbury, MA 01527

Bankruptcy Case No.: 08-40101

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Chuck Laverty & Son Contracting, Inc.      08-40102

Type of Business: The Debtors are engaged in the plumbing, heating
                  and air-conditioning businesses.

Chapter 11 Petition Date: January 14, 2008

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtors' Counsel: John A. Burdick, Jr., Esq.
                  679 Pleasant Street
                  Paxton, MA 01612
                  Tel: (508) 752-4633
                  Fax: (508) 754-1071

                                    Total Assets       Total Debts
                                    ------------       -----------
Chuck Laverty & Son Plumbing &      $1,862,908         $1,577,246
Heating

Chuck Laverty & Son Contracting,    $56,895            $639,807
Inc.

A. Chuck Laverty & Son Plumbing & Heating's 16 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Idearc Media Corp./            trade debt            $566,789
Verizon Direct
P.O. Box 610830
Dfw Airport, TX 75261-0830

F.W. Webb                      trade debt            $224,316
160 Middlesex Tpke
Bedford, MA 01730-1416

P.C. Plus/Lachance Financial   trade debt            $173,413
Attention: Seder & Chandler
339 Main Street
Worcester, MA 01608-1521

Distributor Corp. of N.E.      trade debt            $81,322

Conquest Mechanical            trade debt            $35,007

Penn-America Insurance         trade debt            $32,038

Banc of America Leasing        trade debt            $22,659

Access Rec. Management/        trade debt            $19,374
Pref. Mutual Insurance

Community Phonebook            trade debt            $14,298

M.&T. Services                 value of collateral:  $48,120
                               $26,210

Chase Auto Finance             value of collateral:  $20,561
                               $10,240

St. Mary's Credit Union        value of collateral:  $16,822
                               $7,865

The Hartford                   trade debt            $8,706

St. Mary's Credit Union        value of collateral:  $18,158
                               $10,240

Eastern Bank                   value of collateral:  $19,079
                               $11,220

Toyota Financial               value of collateral:  $88,585
                               $58,410

B. Chuck Laverty & Son Contracting, Inc's 19 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Lennox Industries              trade debt            $208,462
P.O. Box 910549
Dallas, TX 75391-0549

P.C. Plus/Lachance             trade debt; value of  $173,413
Attention: Seder & Chandler    collateral: $37,062
339 Main Street
Worcester, MA 01608-1521

Air Purchasers                 trade debt            $105,616
P.O. Box 845479
Boston, MA 02284-5479

S.G. Torrice                   trade debt            $54,501

Hilti & Hilti Fleet            trade debt            $23,637

Community Phonebook            trade debt            $14,298

P.V. Sullivan                  trade debt            $9,121

WinWholesale                   trade debt            $8,879

Property Alternatives, Inc.    trade debt            $7,495

Community Phonebook            trade debt            $5,718

AmQuip/Shaugnessy              trade debt            $4,210

Koopman Lumber                 trade debt            $4,022

Dell                           trade debt            $4,852

Carousel Industries            trade debt            $3,319

Interpark                      trade debt            $3,035

W.B. Mason                     trade debt            $2,155

Northeast Air Solutions        trade debt            $1,850

Ti-Sales                       trade debt            $1,824

Staples Credit Plan            trade debt            $1,503


CONCORD RE: Loan Maturity Prompts Moody's Ba2 Rating Withdrawal
---------------------------------------------------------------
Moody's has withdrawn the Ba2 senior secured term loan and Baa2
insurance financial strength ratings of Concord Re Limited due to
maturity of the loans and termination of the reinsurance
arrangement.  The loans matured and the reinsurance arrangement
was terminated on Dec. 31, 2007 largely as scheduled, following 18
months of relatively benign weather and moderate property
insurance losses.  Assets in the collateral trust have been
released to lenders and equity investors.  The lenders did not
suffer any loss of interest or principal during the life of the
transaction.

Concord Re is a limited-life, Class 3 Bermuda reinsurance company
that is commonly referred to as a "sidecar".  In August 2006, it
was capitalized with $365 million of senior secured term loans and
$365 million of common equity and subsequently entered into a
collateralized quota share reinsurance treaty with Lexington
Insurance Company, a subsidiary of American International Group,
Inc, to reinsure certain property insurance risks underwritten by
Lexington.


CYBERHOME ENT: Parties Have Until January 24 to Bid for Brand
-------------------------------------------------------------
John T. Kendall, Chapter 7 Trustee of the CyberHome Entertainment
Inc., has set 5:00 p.m., Pacific Standard Time on Jan. 24, 2008,
as the deadline for parties to submit offers for the CyberHome
brand package.

With Court approval, the Trustee has retained Cerian Technology
Ventures LLC, an intellectual property advisory firm, to assist in
the sale of the brand.

The "CyberHome" brand was once the largest consumer electronics
brand in its category by volume sales, CyberHome enjoyed global
annual sales of over a hundred million DVD players, LCD
televisions, personal media players and home theater systems.  

The brand is known for dependable and affordable consumer
electronics devices in the US, Canada, Europe, South America, Asia
and the Middle East.  Additionally, the CyberHome brand enjoys
strong protection under trademarks filed in fifty seven countries,
and is accompanied by the venerable cyberhome.com domain name.

"We are excited about the CyberHome brand, as it will allow its
new owner immediate recognition among many millions of consumers
around the globe," Brian Sagi, chief executive officer of Cerian
Technology Venture LLC, said.  "CyberHome Entertainment took its
brand equity very seriously and has invested heavily in
advertising and promoting the CyberHome brand, well as in
protecting it.

"The result is a brand that is well recognized for dependable and
affordable consumer electronics in many countries worldwide,
including the United States, Canada, Mexico, Germany, the United
Kingdom, France, Italy, Austria, Belgium, Switzerland, Poland, the
Czech Republic, Romania, Lithuania, Brazil, Argentina, Australia,
Japan and India," Mr. Sagi continued.  "This is an excellent
opportunity for a company looking to own a brand that will allow
for immediate recognition and access to consumers."

Sealed Bids must be submitted in writing to:

     Cerian Technology Ventures LLC
     Attn: Brian Sagi
     Suite 245, 5405 Morehouse Drive
     San Diego, CA 92121
     Fax (858) 201-6097
     E-mail cyberhome@cerian.com

             and

     Aron M. Oliner
     Duane Morris LLP
     One Market Plaza
     Suite 2000, Spear Street Tower
     San Francisco, CA 94105-1104
     Fax (415) 957-3001

               About CyberHome Entertainment Inc.

Headquartered in Fremont, California, CyberHome Entertainment Inc.
is a high volume vendor of consumer electronics, equipment and
related products.  On Sept. 5, 2006, the Debtor filed a voluntary
relief under Chapter 7 of the Bankruptcy Code in the Northern
District of California.


DELPHI CORP: Commences Exit Financing Syndication
-------------------------------------------------
The syndication of Delphi Corp.'s exit financing package to
support the company's planned first quarter of 2007 emergence
from Chapter 11 reorganization was set to commence as early as
last week with potential lenders' meetings in New York on Jan. 9,
and in London on Jan. 10, the company stated in a press release.

The proposed exit facilities, which are being arranged on a best
efforts basis by J.P. Morgan Securities, Inc., and Citigroup
Global Markets, Inc., were approved by the Court on Nov. 16,
2007.

Delphi Corp. Controller and Chief Accounting Officer Thomas S.
Timko reported, in a regulatory filing with the U.S. Securities
and Exchange Commission, that Delphi will provide supplemental
financial information at the scheduled meetings containing an
unaudited borrowing base calculation for debtor entities as of
Sept. 30, 2007, and EBITDAR information covering the periods from
Oct. 1, 2006, through Sept. 30, 2007, each as measured by the
covenants contained in Delphi's refinanced DIP Facility and
selected debt levels.

An exhibit containing the borrowing base calculation, EBITDAR
information, selected debt levels and a reconciliation to the
nearest comparable U.S. GAAP measurements, where applicable, that
Delphi intends to provide to potential lenders is available for
free at the SEC's Web site at:

              http://ResearchArchives.com/t/s?2707

The borrowing base calculation and selected debt levels presented
should not be considered in isolation or as a substitute for
items on Delphi's consolidated balance sheet presented in
accordance with generally accepted accounting principles in the
U.S., Mr. Timko cautioned.  In addition, the EBITDAR information
should not be considered as an alternative to operating income,
as a substitute for items in Delphi's consolidated statement of
operations, or as an indicator of Delphi's operating performance.  
All the information, he said, should be viewed in conjunction
with Delphi's financial statements, footnotes including
accounting policies contained in the company's 2006 annual report
and subsequent periodic reports as filed with the SEC.

                    Exit Financing Reduced

Primarily as a result of improved operating performance and lower
capital expenditures for the 2007 fiscal year than forecast in
the company's 2007 business plan projections included in its
First Amended Disclosure Statement, Delphi estimates its year-end
unaudited cash position to be approximately $850 million favorable
to its business plan.

After adjusting anticipated cash flows in 2008 to reflect
retiming of certain payments previously forecast for 2007 and
lower projections for certain forecast emergence cash payments in
2008, Delphi is reducing its proposed exit facilities from the
previously announced $6.8 billion authorized by the Court to
approximately $6.1 billion.

The reduced facilities will include:

   (a) $1.6 billion in an asset-backed revolving credit facility;

   (b) $3.7 billion in a first-lien term loan facility; and

   (c) $825 million in a second lien term loan facility.

Delphi says it intends to use the exit financing proceeds to make
payments on the Effective Date of its First Amended Joint Plan of
Reorganization, including repayment of the company's senior
secured DIP financing, and to support the post-reorganization
operations of the reorganized company.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
will convene the hearing to consider confirmation of the Plan on
Jan. 17, 2008.

(Delphi Bankruptcy News, Issue No. 106; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: U.S. Trustee Balks at Panel's Exit Loan Participation
------------------------------------------------------------------
Diana G. Adams, the U.S. Trustee for Region 2, asserts that
members of the Official Committee of Unsecured Creditors and the
Official Committee of Equity Security Holders who wish to
participate in Delphi Corp. and its debtor-affiliates' Exit
Financing should be required to resign from their respective
committees.

Representing the U.S. Trustee, Alicia M. Leonhard, Esq., in New
York, argues that a committee member's participation in the Exit
Financing while serving on a statutory committee is inconsistent
with that member's fiduciary duties to its constituents.  "This
dual role creates a conflict of loyalties . . . and gives rise to
the appearance that the committee member is personally benefiting
from its status as a committee member," Ms. Leonhard tells Judge
Drain.

The Debtors' allegation that "virtually" all formerly
confidential information is public does not the mitigate the
effect of the impermissible dual loyalties or the appearance of
impropriety, Ms. Leonhard asserts.  She notes that in any
negotiation, the Exit Lenders and the Statutory Committees will
sit on opposite sides of the bargaining table as adverse parties.  
The Exit Lenders will try to exact as many concessions as
possible from the Debtors in light of the tight credit market,
but the Statutory Committees should concentrate on obtaining the
most favorable terms for the Debtors.  Because the interests of
the Exit Lenders and the Statutory Committees are in direct
conflict, a committee member cannot engage in aggressive
negotiations with the Debtors with respect to the contemplated
Exit Financing and, at the same time, maintain undivided loyalty
and the appearance of fairness to its constituents, Ms. Leonhard
maintains.

The U.S. Trustee contends that the Debtors may not preclude her
from exercising her statutory duties.  Section 1102(a) of the
Bankruptcy Code vests the U.S. Trustee with the power to appoint
and remove members of statutory committees.

If the Debtors become aggrieved if the U.S. Trustee removes a
committee member for any reason, then they should seek a judicial
review of the U.S. Trustee's action after the action has
occurred, instead of seeking to constrain a future decision by
the U.S. Trustee without any facts, Ms. Leonhard says.

The U.S. Trustee thus asks the Court to sustain her objection; and
deny the Debtors' request.

The U.S. Trustee clarifies that she has no objection to the
participation of any committee member in the Exit Financing so
long as that committee member resigns from the committee.

"Resignation is the only way to maintain the transparency,
appearance of fairness and integrity of these cases and the
bankruptcy system," Ms. Leonhard avers.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
will convene the hearing to consider confirmation of the Plan on
Jan. 17, 2008.

(Delphi Bankruptcy News, Issue No. 106; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELPHI CORP: Moody's Places Corporate Family Rating at (P)B2
------------------------------------------------------------
Moody's Investors Service assigned ratings to Delphi Corporation
for the company's financing for emergence from Chapter 11
bankruptcy protection:

  -- Corporate Family Rating of (P)B2;
  -- $3.7 billion of first lien term loans, (P)Ba3; and
  -- $0.825 billion of 2nd lien term debt, (P)B3.

In addition, a Speculative Grade Liquidity rating of SGL-2
representing good liquidity was assigned.  The outlook is stable.

The (P)B2 CFR reflects the magnitude of the company's indebtedness
upon emergence, weak but improving coverage over the intermediate
term as the anticipated benefits of restructuring initiatives take
hold, and the absence of free cash flow in its initial year after
emergence.  The rating recognizes substantial improvements in the
company's cost structure and operational efficiencies achieved
during its period of bankruptcy re-organization and ongoing
benefits from its global scale and manufacturing footprint.  
However, the rating also considers the extent of the company's
exposure to General Motors Corporation's North American
operations.  While GMNA exposure has significantly declined, it
will continue as the largest individual component in the customer
base, leaving Delphi vulnerable to any further reduction in GM's
production volumes or market share in this critical region.

Delphi's strengths include its geographic diversification, and
large book of long term contracts to supply components for various
vehicle platforms.  The company significantly reduced its legacy
liabilities through the bankruptcy process, shed unprofitable
operations, and identified other initiatives that should improve
its operating cost structure and better position the company to
compete in the auto parts supply business.  However, the full
benefit of these initiatives will only be achieved over time, and
during the near term the company's financial metrics will remain
consistent with ratings at the low end of the B range.  In
particular, it is noted that Delphi will require incremental
restructuring disbursements of roughly $800 million over the next
few years, which will likely preclude free cash flow generation
during 2008.  It is also noted that Delphi will be emerging from
bankruptcy at a time when economic trends suggest potential for
further weakness in automotive sales.  While the benefits of
restructuring initiatives should yield improvement in financial
metrics over time, economic pressures could temper the rate of
improvement.   Consequently, Moody's views the company's rating
profile as more consistent with the B2 rating category at this
time.

The stable outlook is supported by Delphi's liquidity profile,
expectations that the pace of operational improvements will gain
traction over the intermediate term, and the company's
participation in multiple geographic regions with different growth
prospects.  These factors along with an expected transition to
positive free cash flow in 2009 have the potential to produce
stronger coverage ratios and lower leverage going forward.

                         Ratings Assigned

Delphi Corporation

  -- Corporate Family Rating, (P)B2
  -- Probability of Default Rating, (P)B2
  -- $2,950 million first lien term loan, (P)Ba3 (LGD-2, 26%)
  -- $825 million of second lien term debt, (P)B3 (LGD-4, 60%)
  -- Speculative Grade Liquidity rating, SGL-2
  -- Outlook, stable

Delphi Holdings Luxembourg S.ar.l.

  -- Equivalent of $750 million first lien term loan guaranteed
     by Delphi Corporation, (P)Ba3 (LGD-2, 26%)

The above ratings were assigned on a prospective basis and assumed
a full subscription to Delphi's proposed financing (the arrangers
have been retained on a best efforts basis) as well as final
confirmation by the bankruptcy court.  Upon affirmation that those
events have occurred, the (P) modifier will be removed and the
ratings confirmed.  Should any of those assumptions prove to be
incorrect, the ratings may be subject to change or could be
withdrawn.

Delphi Corporation, headquartered in Troy, Michigan, is a global
tier-1 automotive supplier with products and services addressing
electrical/electronic architecture, electronics & safety,
powertrain systems, thermal systems, and aftermarket product and
service solutions.  The company expects to have revenues from
continuing operations of roughly $20 billion and employs
approximately 171,000 people at 163 manufacturing sites around the
world.


DENVER RADIO: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Denver Radio Co., LLC filed with the U.S. Bankruptcy Court for the
District of Colorado its schedules of assets and liabilities,
disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property
  B. Personal Property            $48,289,050
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $24,528,767
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $15,962
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                         $414,448
                                  -----------    -----------
     TOTAL                        $48,289,050    $24,959,175

Based in Aurora, Colorado, Denver Radio Co., LLC --
http://www.sassymartini.com/-- owns and manages radio stations.   
The company and its affiliates filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. D. Colo. Lead Case No. 07-25039).


DENVER RADIO: Wants to Hire Brownstein Hyatt as Bankruptcy Counsel
------------------------------------------------------------------
Denver Radio Company, LLC and its debtor-affiliates ask authority
from the U.S. Bankruptcy Court for the District of Colorado to
employ Brownstein Hyatt Schreck, P.C., as their general bankruptcy
counsel.

Brownstein Hyatt will:

   a) assist in the preparation of the Debtor's schedules and
      statement of financial affairs and other pleadings necessary
      to file the Chapter 11 case;

   b) assist in the preparation of motions and documents related
      to the sale of assets under  363 of the Bankruptcy Code, if
      necessary;

   c) assist in the preparation of the Debtor's reorganization
      plan and the disclosure statement;

   d) prepare on behalf of the Debtor all necessary applications,
      complaints, answers, motions, orders, reports, and other
      legal papers;

   e) represent the Debtor in adversary proceedings and contested
      matters related to the Debtor's bankruptcy case;

   f) provide legal advice with respect to the Debtor's rights,
      powers, obligations and duties as Chapter 11 debtor in the
      continuing operation of the Debtor's business and the
      administration of the estate; and

   g) provide other legal services for the Debtor as necessary and
      appropriate for the administration of the Debtor's estate.

Michael J. Pankow, Esq., a shareholder at Brownstein Hyatt, tells
the Court that the firm is holding a $38,895 secured retainer with
this case from the Debtors.  Documents submitted to the Court did
not disclose the firm's hourly rates for its professionals.

Mr. Pankow assures the Court that the firm is disinterested, as
that term is defined in Section 101(14) of the U.S. Bankruptcy
Code.

Mr. Pankow can be contacted at:

      Michael J. Pankow, Esq.
      Brownstein Hyatt Schreck, P.C.
      410 Seventeenth Street, Suite 2200
      Denver, CO 80202-4432
      Tel: (303) 223-1100
      Fax: (303) 223-1111
      http://www.bhfs.com/

Based in Aurora, Colorado, Denver Radio Co., LLC --
http://www.sassymartini.com/-- owns and manages radio stations.   
The company and its affiliates filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. D. Colo. Lead Case No. 07-25039).


DENVER RADIO: Section 341(a) Meeting Scheduled for January 28
-------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of Denver
Radio Co., LLC's creditors on Jan. 28, 2008, at 9:30 a.m., at the
U.S. Customs House, Room 104, 721 19th Street in Denver, Colorado.

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 Aurora, Colorado, Denver Radio Co., LLC --
http://www.sassymartini.com/-- owns and manages radio stations.   
The company and its affiliates filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. D. Colo. Lead Case No. 07-25039).


DERCO INC: U.S. Trustee Appoints Two-Member Creditors Committee
---------------------------------------------------------------
Sara L. Kistler, the Acting U.S. Trustee for Region 17, appointed
two creditors to serve on the Official Committee of Unsecured
Creditors in the Chapter 11 case of Derco Inc.

The Creditors Committee members are:

   (a) Eclipse Jewelry Corporation
       Attn: Vatche Aghjayan
       7 West 45th Street, 14th Floor
       New York, NY 10036

   (b) Eurostar Diamond Traders
       Hovenierstraat 53, Box 79
       Antwerpen, Belgium, 2018

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

Based in San Francisco, California, Derco, Inc. --
http://www.dercodiamonds.com/-- manufactures and retails diamonds  
and jewelry in the U.S.  The company was founded in 1939 by Krikor
Der Abrahamian, who specialized in trading diamonds and colored
gemstones.  The company filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. N.D. Calif. Case No. 07-31675).  Iain A.
MacDonald, Esq. represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $1 million to
$100 million.


DERCO INC: Committee Wants to Hire Manasian & Rougeau as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Derco, Inc.'s
Chapter 11 case asks permission from the U.S. Bankruptcy Court for
the Northern District of California to employ Manasian & Rougeau,
LLP, as its counsel.

Manasian & Rougeau will:

   a) investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtor as is appropriate;

   b) provide aid and assistance in monitoring the Debtor's
      progress of administration of the case;

   c) advise the Debtor with respect to its business operations;

   d) provide representation in all negotiations and proceedings
      involving the Debtor and other parties-in-interest;

   e) counsel and represent the Debtor in connection with the
      Debtor's proposed use of cash collateral;

   f) participate with the Debtor in the formulation, negotiation,
      and confirmation of a plan of reorganization;

   g) assist the Debtor in requesting the appointment of a
      receiver or examiner if necessar; and

   h) represent the Debtor in all legal aspects of its case.

The Committee says that the firm's professionals will bill at
these rates:

      Professionals                   Hourly Rate
      -------------                   -----------
      Paul E. Manasian, Esq.             $435
      Gregory A. Rougeau, Esq.           $350

      Paralegals                          $85

The Committee assures the Court that the firm has no adverse
interest or material connection with the Debtor, or with any other
parties-in-interest in the Debtor's case.

Based in San Francisco, California, Derco, Inc. --
http://www.dercodiamonds.com/-- manufactures and retails diamonds  
and jewelry in the U.S.  The company was founded in 1939 by Krikor
Der Abrahamian, who specialized in trading diamonds and colored
gemstones.  The company filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. N.D. Calif. Case No. 07-31675).  Iain A.
MacDonald, Esq. represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $1 million to
$100 million.


DERCO INC: Given Interim Okay to Use LaSalle's Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Derco Inc. interim authority to use the cash collateral of
its lender LaSalle Retail Finance and permitted the Debtor and
LaSalle to enter into their cash collateral stipulation.

The Debtor relates that it filed for Chapter 11 protection since
its prepetition lender contended that the condition of its
borrowing base renders it "out of formula" with respect to its
loan agreement.  Additionally, its unsecured creditors are
demanding payment for approximately $8,617,000, and the Debtor
desires to reject the Westfield and Santana Row leases.

LaSalle Retail Finance, a division of LaSalle Business Credit,
LLC, as agent for La Salle Bank Midwest National Association, is
the holder of a security interest in the Debtor's inventory,
accounts receivable and other related collateral, to secure a
revolving credit facility in the maximum amount of $14 million
with a present balance of approximately $11 million.  The Debtor
says that the inventory value, before adjustments, is in the
approximate amount of $23 million.  A promissory note has been
personally guaranteed by the Debtor's principal, Ohan Der
Abrahamian, to the amount of $2 million.

The Debtor has no unencumbered cash, and has payroll to fund, as
well as other operating expenses.  The Debtor tells the Court that
the cash collateral agreement does not change Debtor's credit
arrangements with LaSalle Retail and allows it to preserve its
going concern value by continuing to operate with financing in
place.  The stipulation does not provide debtor-in-possession
financing, being limited to use of cash collateral.

Moreover, the Debtor says, the stipulation is of very short
duration, and will allow further hearing on expansive notice to
all creditors.

Debtor has no source of income other than from the sales of its
inventory and the collection of its accounts receivable.  If it is
not permitted to use such proceeds it will have to close down its
operations forthwith without paying its employees, and without
replacing any of its inventory, the Debtor explains.

Based in San Francisco, California, Derco, Inc. --
http://www.dercodiamonds.com/-- manufactures and retails diamonds  
and jewelry in the U.S.  The company was founded in 1939 by Krikor
Der Abrahamian, who specialized in trading diamonds and colored
gemstones.  The company filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. N.D. Calif. Case No. 07-31675).  Iain A.
MacDonald, Esq. represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $1 million to
$100 million.


DOLLAR GENERAL: Richard Dreiling Appointed as CEO
-------------------------------------------------
Dollar General has appointed Richard W. Dreiling as CEO of the
8,000+ store discount chain, effective January 21.  

Mr. Dreiling, a 38-year veteran retailer, served as chairman,
president and CEO of New York-based Duane Reade, a drug store
chain in the New York City metropolitan area.  Prior to his tenure
at Duane Reade, Mr. Dreiling served in senior leadership roles
with Safeway Inc. and Longs Drug Stores.

"Dollar General has made excellent progress in recent months, and
I believe there are exciting opportunities to extend the company's
record of innovation in the small-box discounting segment," Mr.
Dreiling said.  "I look forward to joining the Dollar General team
and will work aggressively to enhance the brand and strengthen the
company's position as a leader in serving cost-conscious shoppers
who value convenience."

Mr. Dreiling, 54, served 33 years at Safeway in a number of
leadership roles, including executive vice president of marketing,
manufacturing and distribution and president of the Von's
division.  Immediately prior to joining Duane Reade, Mr. Dreiling
was the executive vice president and COO of Longs Drug Stores
Corporation.

"Rick ranks among the retail industry's outstanding executives,
and he has a long and successful track record," Mike Calbert,
Dollar General's chairman, and member of Kohlberg Kravis Roberts &
Co., said.  "He brings to Dollar General extensive retail
experience and expertise in store operations, merchandising,
marketing and distribution.  He believes in the brand and
understands what it means to our customers, and he will ensure we
maintain the business and financial discipline necessary to take
Dollar General to the next level."

David Bere, Dollar General's president and COO who served as
interim CEO, will continue to serve the company as president and
COO.

"We are grateful for David's service as interim CEO during our
search process," Mr. Calbert said.  "Under his leadership, we have
had strong financial performance and have made significant
progress in executing our strategic initiatives.  Rick and I look
forward to working with him to continue building the value of
Dollar General."

                About Dollar General Corporation

Based in Goodlettsville, Tennessee, Dollar General Corporation
(NYSE: DG) -- http://www.dollargeneral.com/-- is a discount  
retailer with more than 8,000 neighborhood stores.  Dollar General
helps shoppers Save time, Save money(R) by offering national
branded items that are frequently used and replenished such as
food, snacks, health and beauty aids, cleaning supplies, basic
apparel, house wares and seasonal items at everyday low prices in
convenient neighborhood stores.

                           *     *     *

Moody's Investor Service placed Dollar General Corporation's
senior unsecured debt rating at 'Caa1' and senior subordinate
rating at 'Caa2' in June 2007.  The ratings still hold to date
with a stable outlook.


DURA AUTOMOTIVE: Wants to Move Plan-Filing Deadline to April 30
---------------------------------------------------------------
Dura Automotive Systems, Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to further
extend the time within which they may file a plan of
reorganization through and including April 30, 2008, and solicit
votes to approve that plan through and including June 30, 2008.  

To recall, in late November 2007, the Debtors asked the Court to
extend their Exclusive Periods through and including Jan. 31,
2008.  

Richard M. Cieri, Esq., at Kirkland & Ellis, LLP, in New York,
however, says that the Debtors will not be able to confirm a
reorganization plan before the January 31 deadline given that
they are unable to obtain sufficient exit financing on acceptable
terms in view of the tightening credit markets and a
deteriorating outlook in the North American automotive sector.

"Given the lack of acceptable exit financing options available
under the terms of the current Plan, the Debtors are now faced
with a tight timeline within which to renegotiate, draft,
solicit, and confirm an alternative plan of reorganization,
Mr. Cieri tells the Court.

The Debtors anticipate that it will require 30 days or more to
renegotiate an alternative reorganization plan and intend to
mirror the negotiation process with parallel drafting of the
amended plan and disclosure statement to minimize the lag time
between reaching agreement with creditor constituencies on the
structure of an amended plan and commencement of the solicitation
process, Mr. Cieri adds.

He asserts that the proposed April 30 deadline accounts for the
length of time necessary for the Debtors to renegotiate a plan of
reorganization, obtain approval of an amended disclosure
statement, and solicit and confirm a substantially re-tooled
reorganization plan.

He tells the Court that the Debtors are currently engaged in
revising their business plan and valuation to reflect economy
changes.  They are also renegotiating key Plan economic terms and
are in active negotiations with their DIP lenders regarding the
terms of their DIP Credit Facility that would extend through
June 30, 2008.  

Mr. Samis assures the Court that the proposed extension is not
intended to pressure the Debtors' creditors.  He says the
extension will ensure the integrity of the Debtors' restructuring
efforts and ensure that they maintain the freedom to conduct
fruitful negotiations with key creditor constituencies.

Without an extension, the Debtors could be faced with unwarranted
interference from a dissident party attempting to frustrate the
consensual restructuring process, Mr. Samis asserts.

The Court will convene a hearing of the Debtors' extension request
on Jan. 29, 2008.  By application of Rule 9006-2 of the Local
Rules of Bankruptcy Practice and Procedures of the U.S. Bankruptcy
Court for the District of Delaware, the Debtors' exclusive plan
filing period is automatically extended through the conclusion of
that hearing.

                           About DURA

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

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

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

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.   (Dura Automotive Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


DURA AUTOMOTIVE: Pacificor Still Silent on Deal Outlook
-------------------------------------------------------
Pacificor LLC has been silent about the outlook on its equity
rights offering deal with Dura Automotive Systems Inc. and its
debtor-affiliates, the Associated Press reports.

As reported in the Troubled Company Reporter on Jan 7, 2008,
Pacificor, as back stop party, committed to purchase up to
$160 million in reorganized DURA by buying shares of new common
stock that were not purchased in an equity rights offering -- only
$1.3 million shares were purchased in the rights offering.  The
Pacificor commitment, which expires Jan. 31, 2008, is however,
contingent upon DURA obtaining the exit financing.

The Associated Press relates that DURA did not provide a comment
on what it would do if it is unable to obtain exit financing
before the back stop commitment expires.  In an e-mail sent to AP,
DURA spokeswoman Christina Stenson said, "DURA is now working
with its creditors on a revised plan of reorganization and
various options for financing."

                     About Pacificor LLC

Headquartered in Santa Barbara, California, Pacificor LLC --
http://www.pacificor.com/-- is a registered investment advisor  
that manages several hedge funds focused on high yield debt.

                          About DURA

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

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

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

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.   (Dura Automotive Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).  


E3 BIOFUELS: Prime BioSolutions Sets Sight on Ethanol Plant
-----------------------------------------------------------
Prime BioSolutions, the subsidiary of PRIME BioShield LLC,
expressed interest in buying the ethanol plant of E3 BioFuels-Mead
LLC located in Mead, Nebraska, Sarah Smith writes for Ethanol
Producer Magazine.

According to Prime founder David Hallberg, their restructuring
proposal is on the making to acquire the Mead plant owned by E3
Biofuels utilized Prime's closed loop system, Ethanol Producer
reports.

Two years ago, Mr. Hallberg ended a partnership with Dennis
Langley, who currently holds 80% stake at E3 Biofuels' holding
company, Ethanol Producer reveals.

Mr. Langley is currently in talks with primary creditors to reopen
the plant, Ethanol Producer says, citing Jeffrey Deines, Esq.,
Debtors' counsel.

As reported in the Troubled Company Reporter on Dec. 3, 2007,
E3 BioFuels LLC and its holding company ceased operations at Mead
plant and sought bankruptcy protection in the U.S. Bankruptcy
Court for District of Kansas.  At that time, the plant closure was
just temporary, according to R. J. Wilson, company spokeman.

The Debtors' bankruptcy was prompted by mechanical errors and
financial losses at E3 Biofules-Mead LLC.  Mr. Wilson said that
its "closed-loop" plant has high potential and that the mechanical
error was beyond their control.

E3 BioFuels indicated plans to file a suit against its building
contractors, Mr. Wilson said.

                     About Prime BioSolutions

Omaha, Nebraska-headquartered Prime BioSolutions --
http://www.primebiosolutions.com/-- is an ethanol technology and  
development company.  It owns a $71 million integrated biorefinery
in Mead, Nebraska, which combines a modified ethanol unit, a
weather-protected slatted floor feedlot for manure capture and a
solid waste management system (anaerobic digestion) with
biofertilizer recovery.  PRIME BioShield LLC, parent company of
PRIME BioSolutions, initiated development of the Mead project in
2003 and has overseen its development, permitting and
construction.  PRIME BioShield is part owner of the facility's
parent company, E3-PBS Holdco LLC, and provides limited management
support to E3 BioFuels LLC, the majority owner.

                         About E3 BioFuels

Headquartered in Shawnee, Kansas E3 BioFuels LLC --
http://www.e3biofuels.com/-- produces ethanol and is a subsidiary  
of Earth, Energy & Environment LLC.  It was founded by chief
executive officer Dennis Langley.  E3 BioFuels projects, including
the Genesis plant in Mead, Nebraska, are owned exclusively by E3
BioFuels-Mead LLC, an affiliate.  The Mead plant opened in June,
and was hailed as a model for improving the environment and for
fighting global warming.  It is the first plant to have a "closed-
loop" system, which uses manure from 28,000 head of cattle in a
nearby feedlot to make methane that fueled the plant.  Distillers
grain, a byproduct of ethanol production, was then fed to the
cattle.

E3 BioFuels-Mead LLC and E3 Biofuels Mead Holding LLC filed for
chapter 11 protection on November 30, 2007 (Bankr. D. Kan. Case
Nos. 07-22733 and 07-22734).  Carl R. Clark, Esq., and Jeffrey A.
Deines, Esq., at Lentz & Clark PA represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed assets and debts between $1 million and $100 million.


FEDDERS CORP: Court Approves Bidding Procedure for Units' Business
------------------------------------------------------------------
The Honorable Brendan L. Shannon of the United States Bankruptcy
Court for the District of Delaware approved Fedders Corp. and
its debtor-affiliates' proposed bidding procedure for the sale
of substantially all of Fedders Islandaire Inc.'s assets for
$7.5 million, subject to higher and better offers.

The Debtors tell the Court that it entered into an asset purchase
agreement dated Dec. 24, 2007, with Robert E. Hansen, Jr., for the
sale of Fedders Islandaire's assets.

The Debtors' counsel, Norman L. Pernick, Esq., says that the
bid deadline have expired on Jan. 10, 2008, but may be further
extended by the Debtors.

The Debtors will conduct an auction today at 10:00 a.m., Jan. 16,
2008, at the office of Saul Ewing, LLP, at 222 Delaware Avenue,
Suite 1200 in Wilmington.

The Debtors say that they agreed to pay a break-up fee of $150,000
from the sale proceeds and $50,000 in reimbursement for out-of-
pocket expenses.

A sale hearing has been set at 10:00 a.m. tomorrow, Jan. 17, 2008,
to consider the Debtors' request.

                    About Fedders Corporation

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

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

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


FORD CREDIT: Fitch To Put 'BB' Rating on $43.8MM Class D Notes
--------------------------------------------------------------
Fitch Ratings expects to assign these ratings to Ford Credit Auto
Owner Trust 2008-A:

  -- $544,000,000 class A-1 'F1+';
  -- $710,400,000 class A-2a and A-2b 'AAA';
  -- $692,200,000 class A-3a and A-3b 'AAA';
  -- $133,500,000 class A-4 'AAA';
  -- $65,700,000 class B 'A';
  -- $43,800,000 class C 'BBB';
  -- $43,800,000 class D 'BB'.


FORD CREDIT: Moody's Places (P)Ba2 Rating on Class D Notes
----------------------------------------------------------
Moody's Investors Service assigned provisional ratings to the
notes to be issued by Ford Credit Auto Receivables 2008-A Owner
Trust.

The complete rating actions are:

Issuer: Ford Credit Auto Receivables 2008-A Owner Trust

  -- A-1 Notes, rated (P) Prime-1
  -- A-2a Notes, rated (P) Aaa
  -- A-2b Notes, rated (P) Aaa
  -- A-3a Notes, rated (P) Aaa
  -- A-3b Notes, rated (P) Aaa
  -- A-4a Notes, rated (P) Aaa
  -- A-4b Notes, rated (P) Aaa
  -- B Notes, rated (P) A1
  -- C Notes, rated (P) Baa1
  -- D Notes, rated (P) Ba2

Moody's said the ratings are based on the quality of the
underlying auto loans and their expected performance, the strength
of the structure, the availability of excess spread over the life
of the transaction, and the experience of Ford Motor Credit
Company as servicer.


FORD CREDIT: S&P Rates $43.8 Million Class D Notes at BB+
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Ford Credit Auto Owner Trust 2008-A's $2.233 billion
asset-backed notes series 2008-A.
     
The preliminary ratings are based on information as of Jan. 14,
2007. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect:

  -- The characteristics of the pool being securitized;

  -- The credit enhancement in the form of subordination, cash,
     and excess spread that is augmented through the yield
     supplement overcollateralization amount;

  -- The extensive securitization performance history of Ford
     Motor Credit Co. (B/Stable/B-3);

  -- The timely interest and principal payments made under
     stressed cash flow modeling scenarios appropriate to the
     rating categories; and

  -- The sound legal structure.
      
                  Preliminary Ratings Assigned
               Ford Credit Auto Owner Trust 2008-A
   
  Class  Rating  Type           Amount      Expected legal
                                (Mil.)*     final maturity
  -----  ------  ----           -------     --------------
  A-1    A-1+    Sr. Fixed      $544.00      February 2009
  A-2A   AAA     Sr. Fixed      $355.20**    July 2010
  A-2B   AAA     Sr. Fltg       $355.20**    July 2010
  A-3A   AAA     Sr. Fixed      $346.10**    April 2012
  A-3B   AAA     Sr. Fltg       $346.10**    April 2012
  A-4A   AAA     Sr. Fixed      $66.70***    October 2012
  A-4B   AAA     Sr. Fltg       $66.80***    October 2012
  B      A+      Sub Fixed      $65.70       February 2013
  C      BBB+    Sub Fixed      $43.80       July 2013
  D      BB+     Sub Fixed      $43.80       July 2014
   
* The actual size of these tranches will be determined on the
  pricing date.

** Class A-2A and A-2B will combine to total $710.40 million.

** Class A-3A and A-3B will combine to total $692.20 million.

*** Class A-4A and A-4B will combine to total $133.50 million.


GMAC COMMERCIAL: Fitch Holds Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage Securities, Inc.'s
commercial mortgage pass-through certificates, series 2004-C1 as:

  -- $18.1 million class A-1 at 'AAA';
  -- $97.4 million class A-1A at 'AAA';
  -- $55 million class A-2 at 'AAA';
  -- $50 million class A-3 at 'AAA';
  -- $343.8 million class A-4 at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $20.7 million class B at 'AAA';
  -- $8.1 million class C at 'AAA ';
  -- $15.3 million class D at 'AA+';
  -- $8.1 million class E at 'AA';
  -- $12.6 million class F at 'A+';
  -- $8.1 million class G at 'A-';
  -- $10.8 million class H at 'BBB';
  -- $4.5 million class J at 'BB+';
  -- $4.5 million class K at 'BB';
  -- $4.5 million class L at 'BB-';
  -- $2.7 million class M at 'B+';
  -- $2.7 million class N at 'B';
  -- $2.7 million class O at 'B-'.

Fitch does not rate the $12.6 million class P certificates.

The affirmations are due to stable performance of the pool since
the last rating action.  Nine loans (19.6%) have fully defeased
and one loan (1%) has partially defeased.  As of the December 2007
distribution date, the pool has paid down by 5.4% to $682.3
million from $721.4 million at issuance.  There is one specially
serviced loan (0.2%), secured by a multifamily property located in
Hartford, Connecticut.  The loan, which is 90 days delinquent, was
transferred to the special servicer in January 2007.  Losses are
expected; however, they are anticipated to be fully absorbed by
the non-rated class P.

Two loans maintain investment grade shadow ratings; Tyson's Corner
Center (5%) and the AFR/Bank of America Office Portfolio loan
(5%).

The Tyson's Corner Center loan is secured by 1.9 million square
feet within a 2.2 million sf regional mall located in McLean,
Virginia.  The mall is anchored by Macy's, Lord & Taylor,
Nordstrom, and Bloomingdale's.  Occupancy has been stable at 95.4%
occupancy as of June 2007.  For year-end 2006, the Fitch stressed
debt service coverage ratio increased to 2.39 times compared to
1.53x at issuance.  Fitch's adjusted DSCR is calculated using a
stressed debt service based on the current loan balance and a
hypothetical mortgage constant.  The property is encumbered by
four pari-passu A-notes comprising $331.4 million.  The $34.1
million A-2 note included in this trust matures on March 1, 2014.

At issuance, the AFR/Bank of America Office Portfolio loan was
secured by 152 office buildings in 19 states that were 76.8%
occupied by Bank of America.  Twenty-six of the 152 properties
comprising $6.6 million in proceeds have been defeased.  The non-
defeased loans were 90.9% occupied as of June 2007, compared to
84.3% at issuance.  The Fitch stressed DSCR as of June 30, 2007
was 1.45x compared to 1.79x at issuance.  The property is
encumbered by five parri-passu A-notes comprising $301.8 million.  
The non-defeased component of the loan matures on Dec. 1, 2013.


GULF STREAM: S&P Places Three Junk Ratings on Negative Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-2, B, C, D, E, and F notes issued by Volans Funding 2007-1 Ltd.
and on the class A-2, B, C, D, E, F, G, and subordinate notes
issued by Gulf Stream-Atlantic CDO 2007-1 Ltd. on CreditWatch with
negative implications.
     
Volans Funding 2007-1 Ltd. triggered an event of default on Jan.
4, 2008, under section 5.1(h) of the indenture dated
March 14, 2007, when the par coverage ratio fell below 100%.
     
Gulf Stream-Atlantic CDO 2007-1 Ltd. triggered an EOD on
Jan. 9, 2008, under section 5.1(d) of the indenture dated
Feb. 28, 2007, when the class A coverage ratio fell below 100%.
     
When Standard & Poor's receives EOD notices, S&P place all of the
affected note ratings on CreditWatch with negative implications.
  
              Ratings Placed on CreditWatch Negative

                                               Rating
                                               ------
                              Class      To              From
                              -----      --              ----
Volans Funding 2007-1 Ltd.    A-2        AA/Watch Neg    AA
Volans Funding 2007-1 Ltd.    B          A-/Watch Neg    A-
Volans Funding 2007-1 Ltd.    C          BBB-/Watch Neg  BBB-
Volans Funding 2007-1 Ltd.    D          BB/Watch Neg    BB
Volans Funding 2007-1 Ltd.    E          B-/Watch Neg    B-
Volans Funding 2007-1 Ltd.    F          B-/Watch Neg    B-

Gulf Stream-Atlantic CDO
2007-1 Ltd.                   A-2        AA+/Watch Neg   AA+

Gulf Stream-Atlantic CDO
2007-1 Ltd.                   B          A-/Watch Neg    A-

Gulf Stream-Atlantic CDO
2007-1 Ltd.                   C          BBB-/Watch Neg  BBB-

Gulf Stream-Atlantic CDO
2007-1 Ltd.                   D          BB-/Watch Neg   BB-

Gulf Stream-Atlantic CDO
2007-1 Ltd.                   E          B-/Watch Neg    B-

Gulf Stream-Atlantic CDO
2007-1 Ltd.                   F          CCC+/Watch Neg  CCC+

Gulf Stream-Atlantic CDO
2007-1 Ltd.                   G          CCC/Watch Neg   CCC

Gulf Stream-Atlantic CDO
2007-1 Ltd.                   Sub        CCC-/Watch Neg  CCC-

                    Other Outstanding Ratings
                                  
                                        Class        Rating
                                        -----        ------

    Volans Funding 2007-1 Ltd.          A-1          AAA
    Gulf Stream-Atlantic CDO 2007-1     A-1VF        AAA


GOODMAN GLOBAL: Moody's Puts Ba3 Rating on First Lien Sr. Loan
--------------------------------------------------------------
Moody's Investors Service assigned ratings to Goodman Global,
Inc.:

  -- corporate family rating -- B1;
  -- probability of default -- B1; and,
  -- first lien senior secured term loan -- Ba3.  

The outlook is stable.  The purpose of the term loan and other
credit facilities is to fund the acquisition of Goodman by
affiliates of Hellman & Friedman LLC for an aggregate purchase
price of $2.7 billion including refinancing of existing debt.  

In a related action, Moody's confirmed the ratings of Goodman
Global Holdings, Inc.:

  -- corporate family rating: B1;
  -- probability of default: B1;
  -- senior secured bank credit facility: Ba2;
  -- senior unsecured notes: B1;
  -- senior subordinate notes: B3; and,
  -- speculative grade liquidity rating: SGL-2.

The outlook for Goodman Global Holdings, Inc. is stable.  It is
anticipated that upon closing of the acquisition, all existing
debt of Goodman Global Holdings, Inc. will be repaid or defeased,
and that all ratings assigned to Goodman Global Holdings, Inc.
will be withdrawn.  These rating actions conclude the review,
which Moody's initiated on Oct. 22, 2007.

Moody's has maintained a B1 corporate family rating for Goodman
Global Holdings, Inc.  Over the past year the company's financial
metrics have improved to levels that could be supportive of a
higher corporate family rating.  The continued strength of the
HVAC replacement market and improved operating efficiencies has
enabled the company to improve its cash flow.   Despite this
favorable operating trend, the proposed acquisition will increase
overall debt by approximately
$740 million on a pro forma basis and offset the improvement that
has occurred in the company's financial metrics.  Moody's views
the pro forma financial metrics of Goodman Global, Inc. following
the acquisition as being consistent with the maintenance of a B1
corporate family rating.

Goodman's B1 corporate family rating reflects its strong
competitive market position with solid product offerings and
established distribution and dealer networks.  The company's
strong revenue growth from robust demand in the HVAC replacement
market has led to solid demand for the company's products.  This
growth is driven by the continued shift to the higher priced,
higher seasonal energy efficiency ratio cooling products in the
company's sales mix as well as price increases.   Additionally,
Goodman continues to improve its internal efficiencies, which
assist in off setting higher raw material costs.  For LTM
September 2007 Goodman's EBITA margin neared 13%.  Moody's also
notes the sizeable equity infusion of approximately $1.26 billion,
which offsets as well the increased debt levels.

Checking these strengths is the highly competitive and cyclical
markets in which Goodman operates and continued exposure to
commodity price volatility.  Moody's notes that the company
engages in hedging arrangements that reduce this volatility, but
some exposure remains.  Additionally, the leveraged buyout of the
company will result in a reduction in credit metrics.   Adjusted
debt will increase by about $740 million at closing resulting in
higher debt service requirements.  On a pro forma basis for 2008,
Goodman's adjusted credit metrics will show considerable
deterioration: debt/EBITDA will increase to 4.8 times from 3.4
times for LTM September 2007; EBITA/interest expense will decrease
to 1.6 times from 3.2 times; and, FCF/debt will decrease to 11.5%
from 18.6% (all ratios adjusted per Moody's FM methodology).  
These credit metrics position Goodman as one of the more leveraged
companies for its rating category in the universe of rated
diversified manufacturers.

The stable outlook reflects Moody's expectations that Goodman's
debt protection measures will improve and become more supportive
of the B1 corporate family rating over the next twelve to eighteen
months.  Goodman should be able to take advantage of the robust
demand for replacement units and use free cash flow to reduce
debt.  The key risks that Goodman faces are the volatility in the
residential replacement end market and not being able to pass
rising commodity costs through to the customers.

These ratings/assessments were affected by this action:

Goodman Global, Inc.

  -- Corporate family rating assigned at B1;

  -- Probability of default rating assigned at B1; and,

  -- $800 million senior secured term loan due 2014 at Ba3
     (LGD3, 39%).

Goodman Global Holdings, Inc.

  -- Corporate family rating confirmed at B1;

  -- Probability of default confirmed at B1;

  -- $432 million senior secured bank credit facility confirmed
     at Ba2 (LGD2, 21%);

  -- $179.3 million senior unsecured notes due 2012 confirmed
     at B1 (LGD4, 54%);

  -- $400 million, 7.875% senior subordinated notes due 2012
     confirmed at B3 (LGD5, 83%).

  -- Speculative grade liquidity rating assigned remains at
     SGL-2.

Goodman Global Holdings, Inc., located in Houston, Texas, is the
second largest domestic manufacturer of heating, ventilation and
air conditioning products for residential and commercial use.  
Total revenues for the twelve months ended Sept. 30, 2007 were
approximately $1.9 billion.


KEVIN COOK: Can Hire Butler & Butler as Bankruptcy Counsel
----------------------------------------------------------
Kevin Preston Cook and Phyllis Byers Cook dba Carolina Home
Mortgage Co. and Office Holdings LLC obtained permission from the
U.S. Bankruptcy Court for the Eastern District of North Carolina
to employ Butler & Butler LLP as its bankruptcy counsel.

Butler will review the Debtors' financial information and
determine whether to pursue relief under Title 11 of the U.S. Code
or some other alternative.  The firm will:

   -- provide general legal advice regarding the Debtors'
      rights;

   -- prepare the petition, schedules, statement of financial
      affairs, and other necessary documents in connection with
      the initiation of the case;

   -- represent the Debtors at the initial meeting and at the
      first meeting of creditors;

   -- defend any automatic stay motions filed by creditors;

   -- prepare and file the required disclosure statement and
      plan of reorganization and seek confirmation of the plan;

   -- render other services necessary to the Debtors'
      reorganization.

The Debtors will pay the firm at its normal hourly rates as:

      Professional                     Rate
      ------------                     ----
      Algernon L. Butler, Jr., Esq.    $275
      Algernon L. Butler, III, Esq.    $250
      Paralegal                         $90

The Debtors have deposited into the firm trust account a sum of
$26,039.  The amount of $22,112 was paid to the firm for
prepetition services and costs.  The Debtors also paid the firm
$300 for initial consultation.  Additionally, the Debtors agree to
pay the firm $500 per week, deposited into the trust account.  
Presently, about $3,927 remains in trust to compensate the law
firm.

The Debtors assure the Court that the firm does not hold or
represent any interest adverse to the Debtors or the estate and
their employment would be in the best interest of the estate.

The firm can be contacted through:

             Algernon L. Butler, Jr., Esq.
             Butler & Butler LLP
             111 N. 5th Ave., P.O. Box 38
             Wilmington, NC 28401
             Tel: (910) 762-1908
             Fax: (910) 762-9441
             http://www.butlerbutler.com/

Kevin Preston Cook and Phyllis Byers Cook are based in Wilmington,
North Carolina.  The Debtors own and manage mortgage broker
Carolina Home Mortgage Co.  He also owns Office Holdings LLC,
which rents office space, and R.R.&D. Ltd.  Phyllis Cook provides
dental services.

The Debtors filed for chapter 11 protection on Dec. 5, 2007
(Bankr. E.D.N.C. Case No. 07-04602).  When the Debtors filed for
bankruptcy, they listed total assets of $12,067,767 and total
debts of $11,799,008.


KEVIN COOK: Administrator Fails to Form Creditors' Committee
------------------------------------------------------------
Marjorie K. Lynch, bankruptcy administrator in the chapter 11 case
of Kevin Preston Cook and Phyllis Byers Cook dba Carolina Home
Mortgage Co. and Office Holdings LLC informed the U.S. Bankruptcy
Court for the Eastern District of North Carolina that an official
committee of unsecured creditors could not be appointed.

According to the bankruptcy administrator, despite efforts to
contact unsecured creditors, as of the date of the Section 341(a)
meeting on Jan. 3, 2008, she had not received sufficient
indication of willingness to serve on a committee.  Hence, the
bankruptcy administrator is unable to organize and recommend to
the Court the appointment of a committee of creditors holding
unsecured claims against the Debtors.

Kevin Preston Cook and Phyllis Byers Cook are based in Wilmington,
North Carolina.  The Debtors own and manage mortgage broker
Carolina Home Mortgage Co.  He also owns Office Holdings LLC,
which rents office space, and R.R.&D. Ltd.  Phyllis Cook provides
dental services.

The Debtors filed for chapter 11 protection on Dec. 5, 2007
(Bankr. E.D.N.C. Case No. 07-04602).  When the Debtors filed for
bankruptcy, they listed total assets of $12,067,767 and total
debts of $11,799,008.


HARBORS AT LAKE SINCLAIR: Case Summary & 20 Largest Creditors
-------------------------------------------------------------
Debtor: Harbors at Lake Sinclair Development, Inc.
        P.O. Box 639
        Gray, GA 31032

Bankruptcy Case No.: 08-50065

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

Chapter 11 Petition Date: January 14, 2008

Court: Middle District of Georgia (Macon)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson and Boyer, L.L.P.
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481

Estimated Assets: Less than $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
V.N.S. Corp.                   $292,168
P.O. Box 1659
Vidalia, GA 30475

The Cabinet Warehouse          $164,280
229 Benjamin Hill Drive
Fitzgerald, GA 31750

Otis Elevators                 $97,240
1575 Northside Drive,
Suite 400
Atlanta, GA 30318

L.L. Grimes & Son, Inc.        $43,000

Rite-Way Mechanical, L.L.C.    $40,700

Womack Paving, Inc.            $34,932

Walker Stone Works, Inc.       $31,590

Earthly Matters                $19,000

Fire Sprinkler Contractors,    $18,000
Inc.

Latinos Stucco & Stone         $15,324

Chet Purcell                   $14,621

Court Masters, Inc.            $14,621

Georgia Power                  $13,912

Lowe Electric Supply Co.       $13,503

Profile Exteriors, Inc.        $13,339

Iron Eagle Construction        $12,600
Services

Lakeshore Carpet & Hardwood    $12,293

Ewing Contractors, Inc.        $10,000

Morris Appliance               $8,984

Sandersville Builders Supply,  $4,960
Inc.


HARRAH'S ENTERTAINMENT: Expects to Close Apollo Deal on January 28
------------------------------------------------------------------
Harrah's Entertainment Inc. expects to close the proposed
acquisition of Harrah's by affiliates of Apollo Global Management
L.P. and TPG Capital on Jan. 28, 2008, subject to customary
closing conditions.

Previously, Harrah's Entertainment has entered into a definitive
agreement for affiliates of Texas Pacific and Apollo Management to
acquire Harrah's in an all-cash transaction
valued at approximately $27.8 billion, including the assumption of
approximately $10.7 billion of debt.

Under the terms of the agreement, Harrah's stockholders will
receive $90 in cash for each outstanding Harrah's share.  This
represents a premium of approximately 36% over Harrah's closing
share price on Sept. 29, 2006.

The Harrah's board of directors, based on the recommendation of a
Special Committee of non-management directors, which conducted a
thorough review of Harrah's strategic alternatives, has approved
the agreement.  Shareholders approved the merger in April 2007.

                   About Apollo Management L.P.

Based in New York, Apollo Management L.P. is a private equity
L.P. firm, founded in 1990 by Leon Black.  It also has offices
in Los Angeles and London.  It has invested over US$16 billion
in companies inside and outside of the United States.

                        About TPG Capital

Headquartered in Fort Worth, Texas, TPG Capital, also known as
Texas Pacific Group -- http://www.texaspacificgroup.com/-- has
staked its claim on the buyout frontier.  The company, which
does not get involved in the day-to-day operations of the
companies in which it invests, usually holds onto an investment
for at least five years, although consistent moneymakers may be
kept indefinitely.

                   About Harrah's Entertainment

Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc.(NYSE: HET) -- http://www.harrahs.com/-- has grown through
development of new properties, expansions and acquisitions, and
now owns or manages casino resorts on four continents and hosts
over 100 million visitors per year.  The company's properties
operate under the Harrah's, Caesars and Horseshoe brand names;
Harrah's also owns the London Clubs International family of
casinos and the World Series of Poker. Harrah's also owns the
London Clubs International family of casinos.

                           *     *     *

Harrah's Entertainment Inc. continues to carry Standard & Poor's
"BB" long term foreign and local issuer credit ratings, which were
placed in December 2006.


HARRY NEAL: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Harry W. Neal
        505 Whitehead Drive
        Winona, MS 38967-2861

Bankruptcy Case No.: 08-10136

Chapter 11 Petition Date: January 14, 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

Debtor's Four Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
ConAgra International          $313,364
Fertilizer
3860 North Main Street,
Suite A
East Peoria, IL 61611

First Bank & Trust of          $25,000
Mississippi
409 Summit Street
Winona, MS 38967

North Central Planning &       $23,000
Development
711B South Applegate
Winona, MS 38967

Farm Plan                      $14,548


HARTSHORNE CDO: Six Classes Acquire S&P's Junk Ratings
------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 24
classes from four collateralized debt obligations of asset-backed
securities after receiving notices from the trustees stating that
a majority of the controlling classes of the transactions were
directing the trustee to proceed with the liquidation of the
collateral supporting the rated notes.  Three of the transactions
(BFC Silverton CDO Ltd., ACA ABS 2007-2 Ltd., and Hartshorne CDO I
Ltd.) are hybrid CDOs of ABS collateralized in large part by
mezzanine tranches of residential mortgage-backed securities and
other structured finance transactions; the fourth transaction
(Lancer Funding II Ltd.) is a cash flow CDO collateralized
predominantly by tranches of CDOs that are collateralized in part
by RMBS.

Sixteen of the 24 lowered ratings either remain on CreditWatch
negative or were placed on CreditWatch negative, indicating a high
likelihood of further downgrades.
     
All four transactions had previously experienced events of default
after failing to maintain coverage ratios above the minimum
threshold levels specified in section 5.1 of their indentures.  
Details are:

  -- Hartshorne CDO I Ltd.: The liquidation notice followed
     a previous notice declaring an EOD as of Nov. 9, 2007,
     under section 5.1(h) of the indenture after the
     transaction failed its senior credit test.

  -- BFC Silverton CDO Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Nov. 13, 2007,
     under section 5.1(d) of the indenture after the class A/B
     par value coverage ratio fell to less than 100%.

  -- Lancer Funding II Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Nov. 16, 2007,
     under section 5.1(h) of the indenture after the senior
     credit ratio fell to less than 100%.

  -- ACA ABS 2007-2 Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Oct. 18, 2007,
     under section 5.1(h) of the indenture after the senior
     credit ratio fell to less than 100%.

These rating actions on these four transactions reflect Standard &
Poor's opinion regarding the impact of a potential liquidation of
the collateral at the current depressed market prices.  The rating
actions reflect S&P's opinion that substantial losses to the
noteholders are highly likely based on the current market value of
the collateral and S&P's view that market prices may not recover
during the liquidation period.
     
Zais Group LLC is the manager for Hartshorne CDO I Ltd., Braddock
Financial Corp. is the manager for BFC Silverton CDO Ltd., and ACA
Management LLC is the manager for Lancer Funding II Ltd. and ACA
ABS 2007-2 Ltd.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions (including CreditWatch placements)
as appropriate given the performance of the underlying collateral,
the credit enhancement afforded by each CDO structure, and the
then-current priority of payments specified in each transaction's
legal documentation.

                Downgrades and CreditWatch Actions

                                        Rating
                                        ------
  Transaction           Class      To              From
  -----------           -----      --              ----
BFC Silverton CDO Ltd.  A Liq fac  BB/Watch Neg    AAA/Watch Neg
BFC Silverton CDO Ltd.  B1         CCC-/Watch Neg  AAA/Watch Neg
BFC Silverton CDO Ltd.  B2         CCC-/Watch Neg  AAA/Watch Neg
BFC Silverton CDO Ltd.  C          CCC-/Watch Neg  A+/Watch Neg
BFC Silverton CDO Ltd.  D          CC              BBB-/Watch Neg
BFC Silverton CDO Ltd.  E          CC              B-/Watch Neg

Hartshorne CDO I Ltd.   X          BB/Watch Neg    AAA            
Hartshorne CDO I Ltd.   A-1S       BB/Watch Neg    AAA
Hartshorne CDO I Ltd.   A-1J       CCC-/Watch Neg  A/Watch Neg
Hartshorne CDO I Ltd.   A-2        CCC-/Watch Neg  BBB/Watch Neg  
Hartshorne CDO I Ltd.   A-3        CC              BB-/Watch Neg
Hartshorne CDO I Ltd.   B1         CC              B-/Watch Neg
Hartshorne CDO I Ltd.   B2         CC              CCC/Watch Neg

Lancer Funding II Ltd.  X          BB/Watch Neg    AAA            
Lancer Funding II Ltd.  A1S        BB/Watch Neg    AA+/Watch Neg
Lancer Funding II Ltd.  A1J        CCC-/Watch Neg  CCC+/Watch Neg

ACA ABS 2007-2 Ltd.     X          BB/Watch Neg    AAA            
ACA ABS 2007-2 Ltd.     A1S        BB/Watch Neg    AAA
ACA ABS 2007-2 Ltd.     A1M        CCC-/Watch Neg  AAA   
ACA ABS 2007-2 Ltd.     A1J        CCC-/Watch Neg  A-  
ACA ABS 2007-2 Ltd.     A2         CCC-/Watch Neg  BBB/Watch Neg
ACA ABS 2007-2 Ltd.     A3         CC              BB/Watch Neg
ACA ABS 2007-2 Ltd.     B1         CC              B-/Watch Neg
ACA ABS 2007-2 Ltd.     B2         CC              CCC+/Watch Neg

                     Other Outstanding Ratings

           Transaction               Class      Rating
           -----------               -----      ------
           BFC Silverton CDO Ltd.    F          CC                   
           Hartshorne CDO I Ltd.     B3         CC
           Lancer Funding II Ltd.    A2         CC
           Lancer Funding II Ltd.    A3         CC
           Lancer Funding II Ltd.    B          CC


HEARTLAND AUTOMOTIVE: Wants to Employ White & Case as Attorney
--------------------------------------------------------------
Heartland Automotive Holdings, Inc. and its debtor-affiliates asks
authority from the U.S. Bankruptcy Court for the Northern District
of Texas to employ White & Case LLP as their attorney nunc pro
tunc Jan. 7, 2007.

White & Case is expected to:

     a) take all necessary actions to protect and preserve the
        estates of the Debtors, including the prosecution of
        actions on the Debtors' behalf, the defense of any
        actions commenced against the Debtors, the negotiations
        of disputes in which the Debtors are involved, and the
        preparation of objections to claims filed against the
        Debtors' estates;

     b) provide legal advice with respect to the Debtors'
        powers and duties as debtors-in-possession in the
        continued operation of their business and the
        management of their properties;

     c) prepare on behalf of the Debtors' all necessary
        motions, applications, answers, orders, reports, and
        papers in connection with the administration and
        prosecution of the Debtors' chapter 11 cases;

     d) assist the Debtors in connection with any disposition
        of the Debtors' assets, by sale or otherwise;

     e) assist the Debtors in the negotiation, preparation and
        confirmation of a plan or plans of reorganization and
        all related transactions;

     f) appear in Court and to protect the interests of the
        Debtors before the Court; and

     g) perform all necessary legal services in connection with
        these chapter 11 cases.

Documents filed with the Court do not disclose the firm's hourly
rates.

A year prior to filing, the Debtors paid the firm an aggregate
amount of $1,347,386.  On Dec. 21, 2007, the Debtors paid the firm
$1,100,000 as initial payment applied to outstanding, unpaid
invoices of $570,104 and an additional $300,000 was paid on
Dec. 31, 2007.  The Debtors tell the Court that the firm's
prepetition fees exceed its retainer and has agreed to waive its
prepetition claim against the Debtors.

To the best of the Debtors' knowledge, the firm holds no interests
adverse to the Debtors' estates and is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     White & Case LLP
     1155 Avenue of the Americas
     New York, NY 10036-2787
     Tel: (212) 819-8200
     http://www.whitecase.com/

Based in Omaha, Nebraska, Heartland Automotive Holdings Inc. --
http://www.heartlandjiffylube.com/-- and its debtor-affiliates  
are franchisees of Jiffy Lube International Inc. since 1980.  The
Debtors operate 438 quick-oil-change stores in 20 states across
the Eastern, Midwestern and Western U.S.  They employed in excess
of 4,000 employees.

The company and its nine affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bank. N.D. Tex. Lead Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, LLP
represents the Debtors in their restructuring efforts.  No
creditors' committee has yet been appointed in the Chapter 11
Cases by the United States Trustee.  As of Nov. 29, 2007, the
Debtors' financial statements reflected assets totaling about
$334 million and liabilities totaling about $396 million.


HEARTLAND AUTO: Wants to Borrow $10 Mil. DIP Fund from Quad-C Unit
------------------------------------------------------------------
Heartland Automotive Holdings Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Northern District of Texas for
permission to secure a $10 million debtor-in-possession financing
on a superpriority basis from an affiliate of Quad-C Partners VI,
LP.

The Debtors reveal that Quad-C's affiliate is their current major
equity holder and has offered to provide the DIP financing.  The
Debtors say that they failed to obtain DIP financing from their
major existing prepetition secured lenders.

HAS Funding LLC acts as the administrative and collateral agent
under the DIP facility.

                     Terms of the DIP Facility

The DIP facility is a $10 million term loan facility that matures
on the earlier of: (a) Jan. 9, 2009, (b) the effective date of a
chapter 11 plan of reorganization or liquidation, (c) the date
that the loans become due and payable under the DIP facility.  The
maturity date may be extended upon payment of an extension fee of
1% of the principal amount of the outstanding term loan.

The DIP facility carries an interest at the base rate plus 3.5%.  
At the event of a default, the outstanding term loans bear
interest at a rate equal to 2% per annum plus applicable rate.

About $5 million will be available on an interim basis upon entry
of an interim DIP order with the remained available upon entry of
final DIP order.  The loans are available in multiple draws of not
less than $1 million.  No amount of term loans, once repaid, may
be re-borrowed.  About 0.5% of the total amount of the DIP
facility is payable upon entry of the interim DIP order.

According to the Debtors, as of the bankruptcy filing, they
generated $8.4 million cash from operations.  However, the cash is
subject to purported encumbrances asserted by prepetition lenders
seeking, among others, interim authority to use cash, whether or
not the cash is cash collateral.

                    About Heartland Automotive

Based in Omaha, Nebraska, Heartland Automotive Holdings Inc. --
http://www.heartlandjiffylube.com/-- and its debtor-affiliates  
are franchisees of Jiffy Lube International Inc. since 1980.  The
Debtors operate 438 quick-oil-change stores in 20 states across
the Eastern, Midwestern and Western U.S.  They employed in excess
of 4,000 employees.

The company and its nine affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bank. N.D. Tex. Lead Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, LLP
represents the Debtors in their restructuring efforts.  No
creditors' committee has yet been appointed in the Chapter 11
Cases by the United States Trustee.  As of Nov. 29, 2007, the
Debtors' financial statements reflected assets totaling about
$334 million and liabilities totaling about $396 million.


HORNBECK OFFSHORE: Earns $28.9 Million in 2007 Third Quarter
------------------------------------------------------------
Hornbeck Offshore Services Inc. reported net income of
$28.9 million for the third quarter ended Sept. 30, 2007, compared
to net income of $23.9 million for the year-ago quarter.

Third quarter 2007 revenues were $94.7 million, up 22.2% from
$77.5 million for the third quarter of 2006.  

Operating income was $44.9 million, or 47.4% of revenues, for the
third quarter of 2007 compared to $37.7 million, or 48.6% of
revenues, for the prior-year quarter.  EBITDA for the third
quarter of 2007 was $54.3 million, up 18.6% from $45.8 million for
the third quarter of 2006.  

The primary reasons for the increase in revenues, operating
income, EBITDA and net income were the partial-quarter
contribution of recently acquired and newly constructed vessels
and the continuation of favorable market conditions for new
generation offshore supply vessels in the deepwater and ultra-
deepwater U.S. Gulf of Mexico.

                        Nine Month Results

Revenues for the first nine months of 2007 increased 13.7% to
$237.9 million compared to $209.3 million for the same period in
2006.  Operating income was $105.2 million, or 44.2% of revenues,
for the first nine months of 2007 compared to $94.9 million, or
45.3% of revenues, for the same period in 2006.  Net income for
the first nine months of 2007 increased 16.8% to $69.0 million,
compared to net income of $59.1 million for the first nine months
of 2006.  

The company's results for the first nine months of 2007 were
positively impacted by the increase in effective new generation
OSV dayrates and the incremental contribution of recently acquired
or newly constructed vessels.  These favorable results were
offset, in part, by higher crewing costs compared to the nine
months ended Sept. 30, 2006.  The company's net income for the
first nine months of 2007 included a $1.9 million gain on the sale
of the company's only fast supply vessel.

                 Liquidity and Capital Resources

As of Sept. 30, 2007, the company had total cash and cash
equivalents of $223.2 million.  

Net cash used in investing activities was $357.9 million for the
nine months ended Sept. 30, 2007, and $58.6 million for the nine
months ended Sept. 30, 2006.  Cash utilized in the first nine
months of 2007 primarily consisted of the purchase price of the
Sea Mar Fleet acquisition from Nabors in August 2007 and
construction costs incurred for the company's MPSV program, the
fourth OSV newbuild program and the second TTB newbuild program.

Net cash provided by financing activities was $1.6 million for the
nine months ended Sept. 30, 2007, and $1.5 million for the nine
months ended Sept. 30, 2006.  Net cash provided by financing
activities for the first nine months of 2007 and 2006 resulted
from the net proceeds from common stock issued under employee
benefit programs.

As of Sept. 30, 2007, the company had total debt of
$549.5 million, net of original issue discount.  The company's  
debt is comprised of $299.5 million of 6.125% senior notes due
2014 and $250.0 million of 1.625% convertible senior notes due
2026.  The company also has an undrawn senior secured revolving
credit facility due September 2011 with a current borrowing base
of $100.0 million and an accordion feature that allows for an
increase in the size of the facility to an aggregate of
$250.0 million in certain circumstances.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.22 billion in total assets, $683.9 million in total
liabilities, and $532.8 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2704

                 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.


INDYMAC BANCORP: Cuts Workforce by 24%; To Take $25 Mil. Charge
---------------------------------------------------------------
IndyMac Bancorp Inc. laid off 2,403 employees or 24% of its
total workforce of 9,938, chief executive officer Michael W.
Perry informed employees in a letter.

The job cut also affected the company's staff with its
outsourced and temporary vendors, mainly in India.

The move is one of Indymac's five key execution priorities for
2008, which speaks directly to the company's profitability and
cost efficiency and states that the company must "right-size [its]
costs and implement process  changes to make [its] new production
model profitable ASAP."

Last year, the company reduced its global workforce by roughly
1,600 through a successful voluntary resignation and severance
program in September, significant reductions in outsourced and
temporary workforce and some targeted layoffs during the year.

At the same time, the company also took advantage of the
mortgage market disruption to build a retail lending platform
from almost nothing a year ago to a group of almost 2,200
professionals today.  

The company ended 2007 with a workforce of 9,938, up from 8,775
at the end of 2006, all during a time when more than 200 mortgage
companies failed and an estimated 100,000+ mortgage industry jobs
were eliminated.

                           Liquidity

Mr. Perry relates that while Indymac continues to have a
significant capital cushion and strong liquidity, the company
still needs to make sure that that remains the case going
forward.

In this regard, Mr. Perry says, the company was forced to
undertake another round of additional guideline cuts in the
products it offers.  As a result, pipeline fell 28% in December,
from $10.7 billion at 11/30 to $7.7 billion at 12/31, and the
company had to trim its forecast for 2008 volume to $43 billion,
compared to $78 billion in 2007 and $92 billion in 2006.

                       $25 Million Charge

The reduction in force will result in Indymac taking a pre-tax
charge to earnings for severance and other related expenses of
approximately $25 million in the first quarter, as well as other
charges, which the company is still finalizing, mainly related to
real estate it will be vacating.  

The company projects roughly $136 million in annual staffing cost
savings going forward and will also have additional ongoing
savings
from the real estate it will be vacating.

An update on other key execution priorities together with its
Q4-07 earnings release are expected to be released on Feb. 12.

                       Capital Raising Plan

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Mr. Perry said that the company is considering a variety of
capital raising alternatives, including potentially raising
capital through some sort of convertible debt or preferred
offering that is privately placed with one or more investors.

Mr. Perry's statement was in response to a shareholder suggestion
which said that "the repurchasing of shares [by Indymac] at these
deflated prices would send an even stronger message, not just
about the viability if IMB, but about how it feels about itself as
a sound investment.  Later, as footing is regained and profit
realized, the raising of more capital from additional offerings
can resume."

In his response, Mr. Perry further said that given the declining
home sales and prices and rising delinquencies and foreclosures,
the company suffered a loss in the 3rd quarter and will suffer a
loss in the 4th quarter.

"At present, while I do expect to continue to narrow our loss each
quarter...it is difficult to predict when we will return to
profitability.  Hopefully, if all goes well, we can return to
modest profitability sometime in the 2nd half of 2008," he noted.

In this environment, Mr. Perry explained, maintaining strong
capital and liquidity levels is paramount.  So, unfortunately, not
only are we not in a position to repurchase shares...even though
we have a strong capital cushion today...we are looking to raise
additional capital right now.

"I know it is counterintuitive, but in this present environment...
the best way to preserve (and eventually grow) shareholder value
is to maintain strong capital levels and liquidity...even if that
results in some short-term dilution," he added.

                      About IndyMac Bancorp

Headquartered in Pasadena, Calif., IndyMac Bancorp Inc. (NYSE:
IMB) -- http://www.indymacbank.com/-- is the holding company for
IndyMac Bank F.S.B., the 7th largest savings and loan and the 2nd
largest independent mortgage lender in the United States.
IndyMac Bank, operating as a hybrid thrift/mortgage banker,
provides financing for the acquisition, development, and
improvement of single-family homes.  IndyMac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.

Indymac Bancorp, Inc. is a residential mortgage originator and
servicer located in Pasadena, California.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Standard & Poor's Ratings Services lowered its rating on Indymac
Bancorp and its subsidiaries, including lowering the counterparty
credit rating on Indymac to 'BB+/B' from 'BBB-/A-3'.  The outlook
is negative.

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Moody's downgraded Indymac Bank F.S.B.'s long-term deposit rating
to Ba1 from Baa3 and its short-term deposit rating to not prime
from P-3.  Indymac Bancorp, Inc.'s issuer rating was downgraded to
Ba2 from Ba1.  The thrift's D+ bank financial strength rating and
all other long term ratings remain under review for possible
downgrade.


INDYMAC MORTGAGE: Moody's Cuts Three Tranches' Ratings to Low-B
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of nine tranches
from three transactions issued by IndyMac in 2007.  The collateral
backing these classes primarily consists of first lien,
adjustable-rate negatively amortizing Alt-A mortgage loans.

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

Complete rating actions are:

IndyMac IMSC Mortgage Loan Trust 2007-HOA1

  -- Cl. B-5, Downgraded to A2, previously A1,
  -- Cl. B-6, Downgraded to A3, previously A2,
  -- Cl. B-7, Downgraded to Baa1, previously A3,
  -- Cl. B-8, Downgraded to Baa3, previously Baa1,
  -- Cl. B-9, Downgraded to Ba3, previously Baa2,
  -- Cl. B-10, Downgraded to B2, previously Ba2,

IndyMac INDX Mortgage Loan Trust 2007-FLX1

  -- Cl. M-7, Downgraded to A3, previously A2,
  -- Cl. M-8, Downgraded to Ba1, previously Baa2,

IndyMac INDX Mortgage Loan Trust 2007-FLX3

  -- Cl. M-6, Downgraded to Baa3, previously Baa2.


INTERIM HEALTH CARE: Case Summary & Four Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Interim Health Care of Mercer County, Inc.
        dba Interim Health Care
        1300 Highway 35
        Building II, Suite 201
        Ocean Township, NJ 07712

Bankruptcy Case No.: 08-10605

Chapter 11 Petition Date: January 14, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Barry W. Frost, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, NJ 08619-4407
                  Tel: (609) 890-1500

Total Assets: $321,000

Total Debts:  $1,955,000

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
John McElhinney                loans                 $800,000
1300 Highway 35
Building II, Suite 201
Ocean Twp., NJ 07712

Travelers Insurance Co.        workmen's comp        $32,000
1200 The American Road         premiums
Morris Plains, NJ 07950

Interim Health Corp.           promotion             $20,000
Sunrise Boulevard              purchases &
Ft. Lauderdale, FL             insurance

Jet Courier                    courier service       $3,000
Transportation & Logistics,
Inc.


INTERSTATE BAKERIES: Wants Uniform Solicitation Procedures Okayed
-----------------------------------------------------------------
Interstate Bakeries Corporation and its eight debtor-affiliates
ask the Hon. Jerry W. Venters of the U.S. Bankruptcy Court for the
Western District of Missouri for the approval of uniform
solicitation and tabulation procedures for its Plan of
Reorganization which was filed with the Court on Nov. 5, 2007.

Specifically, the Debtors will mail "Solicitation Packages" to all
known holders of claims and interests in the Voting Classes.  

The Package consists of:

   (a) a notice of the hearing to confirm the Debtors' Plan;

   (b) a copy of the order approving the Solicitation Procedures;

   (c) either (i) a ballot for the appropriate class in which the
       creditor is entitled to vote, or (ii) in lieu of a ballot,
       an Unimpaired Creditor Notice a Notice of Non-Voting
       Status or a Notice of Contingent, Disputed or Unliquidated
       Claim Status;

   (d) the Subscription Documents in a CD-ROM7 containing the
       Disclosure Statement for Voting Classes 11 and 12;

   (e) a copy of the Reorganization Plan for Classes 9, 10, 11
       and 12; and

   (f) solicitation letters, if any, from the Debtors and the
       Creditors' Committee.

The Debtors propose that the Court establish Feb. 4, 2008, as
the deadline by which (i) all Solicitation Packages must be
mailed by the Voting Agent or the Special Voting Agent, and (ii)
the Confirmation Hearing Notice must be published in major
newspapers.

The Debtors will file all unattached exhibits to the Plan on or
before Feb. 22, 2008.

The Debtors also ask the Court to approve the form and content of
the Disclosure Statement accompanying the Plan of Reorganization.

Pursuant to Section 1125 of the Bankruptcy Code, the Disclosure
Statement contains adequate information to enable the Debtors'
holders of claims and interests to make an informed decision
whether to accept or reject the Plan, J. Eric Ivester, Esq., at
Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois
maintains.

                       Record Holder Date

Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure and for voting purposes only, the Debtors ask Judge
Venters to establish Jan. 22, 2008, as the "Record Holder
Date" to determine the creditors entitled to receive the
Solicitation Packages and to vote to accept or reject the Plan.

              Form of Ballots and Voting Deadline

The ballots, substantially based on Official Form  No. 14 and
modified to include certain additional appropriate and relevant
information for the Voting Class, will be distributed to Holders
of Claims in Classes 9, 10, 11 and 12.

Creditors presumed to accept the Plan will receive, in lieu of
ballots, Unimpaired Creditor Notices.  Non-voting classes will
receive Notices of Non-Voting Status.  Creditors with contingent,
unliquidated, disputed, in zero or unknown amount claims will
receive Notice of Contingent, Disputed or Unliquidated Claim
Status.

Master Ballots will be distributed to Intermediary Record Holders
of old convertible note claims.  Solicitation Packages will be
provided by mail or delivery to: (i) each registered holder of
Securities as of the Record Date, and (ii) each bank or brokerage
firm, or its agent.

All ballots must be completed and delivered (i) by mail, in the
return envelope provided, or (ii) by overnight delivery so that
they are received by the Debtors' Voting Agent or the Special
Voting Agent no later than 4:00 p.m., Pacific Time, on March 3,
2008.

Any claimant seeking to challenge the Debtors' allowance of their
claims should be required to file a motion on or before Feb. 15,
2008, at 4:00 p.m., Central time, pursuant to Rule 3018(a) of the
Federal Rules of Bankruptcy Procedure to temporarily allow the
claim in a different amount for voting purposes.

                 Voting and Non-Voting Securities

The Debtors request the Court direct each of the indenture
trustees and transfer agents, including, but without limitation,
U.S. Bank National Association and UMB Bank N.A., to provide the
Voting Agent and the Special Voting Agent -- electronically or in
two sets of pressure-sensitive labels -- a list containing the
names, addresses, and holdings of the respective Record Owners
and Intermediary Record Holders.

The Intermediary Record Holders must distribute the Solicitation
Packages to the Beneficial Owners within three days of their
receipt of the Solicitation Packages.

                   Voting by Beneficial Owners

The Intermediary Record Holders will transmit to the Beneficial
Owners of Non-Voting Securities Solicitation Packages containing
Notices of Non-Voting Status in lieu of ballots.

The Intermediary Record Holders will transmit Solicitation
Packages to Beneficial Owners of the Securities which will
include a ballot for the Beneficial Owner Ballot along with the
proposed Solicitation Procedures Order, and a return envelope
provided by, and addressed to, the Intermediary Record Holders.

Beneficial Owners will cast their votes on the Plan by completing
the Beneficial Owner Ballots and returning the ballots
sufficiently before the Voting Deadline to the respective
Intermediary Record Holder, and not to the Voting Agent.

The Intermediary Record Holders must then summarize the
Beneficial Owners' individual votes from the Beneficial Owner
Ballots on a Master Ballot, which will be returned to the Voting
Agent by the Voting Deadline.

                        Rights Offering

Holders of Allowed Class 11 Old Convertible Note Claims and
Allowed Class 12 General Unsecured Claims will be eligible to
participate in a Rights Offering to purchase up to $50,000,000 in
Class B Common Stock.

To effectuate the Rights Offering, the Rights Offering
Participants will receive the subscription forms and instructions
as part of their Solicitation Package.

To avoid the costs and burdens associated with a second
solicitation, and to ensure that the $50,000,000 in new capital
is available on the Effective Date, the Debtors propose to have
the Special Voting Agent distribute the subscription documents as
part of the Solicitation Package.

Within four business days after the Disclosure Statement Hearing,
the Debtors will complete the mailing of subscription forms to  
each Rights Offering Participant, along with appropriate
instructions for the proper completion, execution, and timely
delivery of the Form or equivalent instruction through The
Depository Trust Company.

The Voting Deadline also serves as the final deadline by which a
Participant may involve himself in the Rights Offering.

                    Tabulation Procedures

Solely for the purpose of voting to accept or reject the Plan,
the Debtors propose that each claim entitled to vote be
temporarily allowed in an amount equal to the claim amount
reflected on the ballot.

A ballot will neither be counted nor considered to determine
whether the Plan has been accepted or rejected, if it is:

   (a) received after the Voting Deadline;

   (b) illegible or contains insufficient information on the
       claimant's identification;

   (c) cast by a person or entity that does not hold an allowed
       claim in a class;

   (d) cast for a claim subject to a pending claim objection
       filed with the Court, or classified as unliquidated,
       contingent or disputed for which no Rule 3018(a) Motion
       has been filed;

   (e) unsigned;

   (f) does not indicate an acceptance or rejection of the Plan
       or which indicate both; and

   (g) submitted by email or facsimile transmission.

Whenever two or more ballots are cast voting the same claim prior
to the Voting Deadline, the last timely submitted ballot will be
deemed to reflect the voter's intent.

According to the Debtors, the Court should clarify that claim
splitting is not permitted.  Voting classes must vote all of
their claims within a particular class to either accept or reject
the Plan.

                     Beneficial Owners' Votes

The Debtors propose that Intermediary Record Holders submitting
Master Ballots be required to retain for inspection by the Court
the ballots cast by Beneficial Owners for one year following the
Voting Deadline.

To avoid double counting, votes cast by Beneficial Owners through
an Intermediary Record Holder and transmitted by means of a
Master Ballot must be applied against the positions held by the
Record Holder.  Similarly, votes submitted by a Record Holder on
a Master Ballot should not be counted in excess of the position
maintained by the Record Holder.

The Voting Agent should attempt to resolve any conflict or
overvote arising prior to the Voting Deadline.  Otherwise, the
Voting Agent and the Special Voting Agent should count votes in
the same proportion as the votes submitted on the Master Ballot
that contained the overvote, to the extent of the Intermediary
Record Holder's position in the Securities as of the Record Date.

The Intermediary Record Holder should be authorized to complete
multiple Master Ballots, which will be counted except to the
extent that they are duplicative.

If two or more Master Ballots submitted are inconsistent in whole
or in part, the latest Master Ballot timely received will
supersede and revoke any prior Master Ballot.

The Court should deem each Intermediary Record Holder or
Beneficial Owner of the Securities to have voted the full
principal amount of its claim relating to their Securities.  Any
Rights Offering Participant who has not transmitted sufficient
funds will be deemed to have declined the Rights Offering.

             Disclosure Statement Hearing on Jan. 29

On Dec. 21, 2007, the Debtors informed more than 600,000
parties through the Disclosure Statement Hearing Notice that the
Hearing is set for Jan. 29, 2008, at 1:30 p.m.

The Notice also established Jan. 15, 2008, as the Disclosure
Statement objection deadline.

Mr. Ivester notes that mailing the Notice to each individual
equity holder is impractical because the equity holders are not
receiving any recovery under the Plan and are not entitled to
vote or deemed to reject the Plan.  Hence, the Notice was sent to
the members Equity Committee -- which represents the individual
interests of the equity holders -- and its counsel.

The Debtors will also publish the Notice in the New York Times,
the Wall Street Journal, the Kansas City Star and the USA Today.

                 Confirmation Hearing on Mar. 12

The Debtors ask the Court to hold the Plan Confirmation Hearing
on March 12, 2008, in Kansas City.

Objections, if any, to the confirmation of the Debtors' Plan must
be filed and served to parties-in-interest by March 3, 2008.

The Debtors will file their reply to the Confirmation Objections
by March 7, 2008.

                           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 Nov. 28, 2007, 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)


JOHN CAPPIALI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: John Cappiali
        Beth S. Cappiali
        38 St. Rochs Avenue
        Greenwich, CT 06830

Bankruptcy Case No.: 08-50026

Chapter 11 Petition Date: January 11, 2008

Court: District of Connecticut (Bridgeport)

Judge:  Alan H.W. Shiff

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  777 Summer Street, 2nd Floor
                  Stamford, CT 06901
                  Tel: (203) 325-4457
                  Fax: (203) 325-4376

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


JP MORGAN: Four Tranches Acquires Moody's Junk Ratings
------------------------------------------------------
Moody's Investors Service downgraded the ratings of 10 tranches
and has placed under review for possible downgrade the ratings of
9 tranches from 2 deals issued by J.P. Morgan Alternative Loan
Trust 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: J.P. Morgan Alternative Loan Trust 2007-A1, Mortgage
        Pass-Through Certificates, Series 2007-A1

  -- Cl. 1-A-5, Currently Aaa on review for possible downgrade,
  -- Cl. 1-M-1, Currently Aa1 on review for possible downgrade,
  -- Cl. 1-M-2, Currently Aa2 on review for possible downgrade,
  -- Cl. 1-M-3, Currently Aa3 on review for possible downgrade,
  -- Cl. 1-M-4, Downgraded to Baa3, previously A1,
  -- Cl. 1-M-5, Downgraded to Ba2, previously A2,
  -- Cl. 1-M-6, Downgraded to Ba3, previously A3,
  -- Cl. 1-B-1, Downgraded to Caa1, previously Baa1,
  -- Cl. 1-B-2, Downgraded to Caa3, previously Baa3.

Issuer: J.P. Morgan Alternative Loan Trust 2007-A2

  -- Cl. 1-1-A2, Currently Aaa on review for possible   
     downgrade,

  -- Cl. 1-2-A5, Currently Aaa on review for possible
     downgrade,

  -- Cl. 1-M-1, Currently Aa1 on review for possible downgrade,

  -- Cl. 1-M-2, Currently Aa2 on review for possible downgrade,

  -- Cl. 1-M-3, Currently Aa3 on review for possible downgrade,

  -- Cl. 1-M-4, Downgraded to Baa3, previously A1,

  -- Cl. 1-M-5, Downgraded to Ba2, previously A2,

  -- Cl. 1-M-6, Downgraded to Ba3, previously A3,

  -- Cl. 1-B-1, Downgraded to Caa1, previously Baa1,

  -- Cl. 1-B-2, Downgraded to Caa3, previously Baa3.


JP MORGAN: Moody's Attaches Low-B Ratings on Six Classes
--------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by J.P. Morgan Chase Commercial Mortgage
Securities Trust 2007-C1.  The provisional ratings issued on Dec.
11, 2007 have been replaced with these definitive ratings:

  -- Class Cl. A-1, $31,999,000, rated Aaa
  -- Class Cl. A-2, $49,212,000, rated Aaa
  -- Class Cl. A-3, $105,514,000, rated Aaa
  -- Class Cl. A-4, $578,679,000, rated Aaa
  -- Class Cl. A-SB, $59,406,000, rated Aaa
  -- Class Cl. X-2, $1,171,766,000*, rated Aaa
  -- Class Cl. A-M, $117,830,000, rated Aaa
  -- Class Cl. A-J, $53,024,000, rated Aaa
  -- Class Cl. X-1, $1,178,301,244*, rated Aaa
  -- Class Cl. B, $16,202,000, rated Aa1
  -- Class Cl. C, $14,728,000, rated Aa2
  -- Class Cl. D, $11,783,000, rated Aa3
  -- Class Cl. E, $13,256,000, rated A1
  -- Class Cl. F, $10,310,000, rated A2
  -- Class Cl. G, $13,256,000, rated A3
  -- Class Cl. H, $14,729,000, rated Baa1
  -- Class Cl. J, $16,202,000, rated Baa2
  -- Class Cl. K, $13,256,000, rated Baa3
  -- Class Cl. L, $7,364,000, rated Ba1
  -- Class Cl. M, $8,837,000, rated Ba2
  -- Class Cl. N, $4,419,000, rated Ba3
  -- Class Cl. P, $5,891,000, rated B1
  -- Class Cl. Q, $4,419,000, rated B2
  -- Class Cl. T, $2,946,000, rated B3

* Approximate notional amount


JUAN RIVERA RIVERA: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Juan J. Rivera Rivera
        aka Juan Jose Rivera Rivera
        dba Almirante Norte Esso
        Sonia I. Ocasio Rodriguez
        aka Sonia Ivette Ocasio Rodriguez
        H.C.-02 Box 47189
        Vega Baja, PR 00693-9665

Bankruptcy Case No.: 08-00131

Chapter 11 Petition Date: January 14, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jaime Rodriguez Rodriguez, Esq.
                  Rodriguez & Asociados
                  P.O. Box 2477
                  Vega Baja, PR 00694
                  Tel: (787) 858-5324

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Doral Financial                business loan         $170,000
P.O. Box 71306
San Juan, PR 00936-8406

Eurobank                       credit line           $30,000
P.O. Box 192099
San Juan, PR 00919

Esso Standard                  business              $28,392
                               invoice

Dora Coop                                            $23,860

Banco Popular                  credit line           $20,000

American Express               credit card           $14,869
                               purchase

Doral bank                     personal loan         $11,864

                               credit card           $2,226
                               purchase

First Bank                     credit card           $12,086
                               purchase

Direct Merchants Bank          credit card           $11,288
                               purchase

Citifinancial                                        $10,490

Coop A/C Ciales                                      $4,093

Sam's Club                     credit card           $1,691
                               purchase

Citicards                      credit card           $1,407
                               purchase

Sears                          credit card           $452


KELLWOOD CO: Adjusts Financial Results on Closed Smart Shirts Sale
------------------------------------------------------------------
Kellwood Company provided pro forma financial information required
in connection with the sale of Smart Shirts manufacturing
operations and the disposition of related Smart Shirts real estate
assets.

As reported in the Troubled Company Reporter on Jan. 10, 2008,
the company completed the sale of its Smart Shirts manufacturing
operations and related real estate assets in two separate
transactions resulting in gross proceeds of approximately
$162 million in cash in the aggregate.

Kellwood received approximately $121 million in cash at closing
from the sale of the Smart Shirts business from Youngor Group Co.,
Ltd.

Separately, the company sold its Smart Shirts real estate assets
in Hong Kong to Bright Treasure Development Ltd. for approximately
$41 million in cash.  

The proceeds from the transactions will be used to repurchase
shares and reduce debt.

                         Adjusted Results

For the year ended Feb. 3, 2007, Kellwood reported adjusted net
sales of $1,514,287,000 compared to adjusted net sales of
$1,545,421,000 for the year ended Jan. 28, 2006.

Net earnings from continuing operations for the year ended Feb. 3,
2007, was $1,728,000 as adjusted, compared to adjusted net loss
from continuing operations of $21,808,000 for the year ended
Jan. 28, 2006.

As of Nov. 3, 2007, Kellwood's adjusted balance sheet showed
total assets of $1,311,449,000, total liabilities of $750,578,000,
and total shareholders' equity of $560,871,000.

                          Transactions

In January 2008, Kellwood received approximately $120.0 million
in cash, plus reimbursement for capital spending from November
2007 through closing of approximately $1.2 million, for the Smart
Shirts manufacturing operations.

Separately, in November 2007, Kellwood sold related Smart Shirts
real estate assets in Hong Kong for approximately $41.4 million
in cash.

Based on the proceeds and, after taking into account transaction
costs and expenses of approximately $7.4 million, Kellwood expects
to incur an estimated pre-tax gain of approximately $14.3 million
and break-even after taxes.

The actual gain or loss will be dependent upon the net book value
of the Smart Shirts manufacturing operations as of the January
2008 closing date.

A full-text copy of Kellwood's current report is available for
free at http://researcharchives.com/t/s?2708

                     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.


KRUTI ENTERPRISE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Kruti Enterprise, L.L.C.
        dba Howard Johnson Hotel
        dba America's Best Inn
        6099 Fain Street
        Charleston, SC 29406

Bankruptcy Case No.: 08-00302

Type of Business: The Debtor owns and manages a hotel.

Chapter 11 Petition Date: January 14, 2008

Court: District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: J. Ronald Jones, Jr., Esq.
                  Clawson & Staubes, L.L.C.
                  126 Seven Farms Drive, Suite 200
                  Charleston, SC 29492-7595
                  Tel: (843) 577-2026

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
South Carolina Department      State and Local       $283,428
of Revenue and Taxation        Taxes             
P.O. Box 125
Columbia, SC 29214

BestWestern International      Judgment              $47,865
6201 North 24th Parkway
Phoenix, AZ 85061-2023

Internal Revenue Service       Federal Income        $7,000
Insolvancy Group 4             Taxes
M.D.P. 39
1835 Assembly Street
Columbia, SC 29201

Safeco Insurance Companies                           $5,811

Traveler Discount Guide        Marketing Materials   $3,444

Carolina Sound Communications, Telephone Music       $2,907
Inc.                           and Answering     
                               Services

A.A.A. Rentals                 Construction          $1,136
                               Equiptment Lease

TransAmerica Occidental Life   Insurance Premium     $1,100

Western Printing Co.           Printing Services     $1,076

Tri-State Technical Services,  Cafeteria             $677
Inc.                           Equiptment

Operation Identity             Outside Banners       $442
                               and Marketing

Chamber of Commerce Map        Marketing             $349
Project

Charleston Metro Sports        Membership Dues       $300
Counsel

Raymond Supply                 Hotel Consumables     $250

D.H.L. Amalgamated Financial                         $247

Nexsen/Pruet                   Legal Services        Unknown

Personal Concepts              Business Services     $169

Pitney Bowes                   Business Services     $164

South Carolina Electric & Gas  Utility Services      $100

United Parcel Service          Delivery Services     $32


LANCER FUNDING: S&P Attaches Junk Ratings on Four Classes
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 24
classes from four collateralized debt obligations of asset-backed
securities after receiving notices from the trustees stating that
a majority of the controlling classes of the transactions were
directing the trustee to proceed with the liquidation of the
collateral supporting the rated notes.  Three of the transactions
(BFC Silverton CDO Ltd., ACA ABS 2007-2 Ltd., and Hartshorne CDO I
Ltd.) are hybrid CDOs of ABS collateralized in large part by
mezzanine tranches of residential mortgage-backed securities and
other structured finance transactions; the fourth transaction
(Lancer Funding II Ltd.) is a cash flow CDO collateralized
predominantly by tranches of CDOs that are collateralized in part
by RMBS.

Sixteen of the 24 lowered ratings either remain on CreditWatch
negative or were placed on CreditWatch negative, indicating a high
likelihood of further downgrades.
     
All four transactions had previously experienced events of default
after failing to maintain coverage ratios above the minimum
threshold levels specified in section 5.1 of their indentures.  
Details are:

  -- Hartshorne CDO I Ltd.: The liquidation notice followed
     a previous notice declaring an EOD as of Nov. 9, 2007,
     under section 5.1(h) of the indenture after the
     transaction failed its senior credit test.

  -- BFC Silverton CDO Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Nov. 13, 2007,
     under section 5.1(d) of the indenture after the class A/B
     par value coverage ratio fell to less than 100%.

  -- Lancer Funding II Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Nov. 16, 2007,
     under section 5.1(h) of the indenture after the senior
     credit ratio fell to less than 100%.

  -- ACA ABS 2007-2 Ltd.: The liquidation notice followed a
     previous notice declaring an EOD as of Oct. 18, 2007,
     under section 5.1(h) of the indenture after the senior
     credit ratio fell to less than 100%.

These rating actions on these four transactions reflect Standard &
Poor's opinion regarding the impact of a potential liquidation of
the collateral at the current depressed market prices.  The rating
actions reflect S&P's opinion that substantial losses to the
noteholders are highly likely based on the current market value of
the collateral and S&P's view that market prices may not recover
during the liquidation period.
     
Zais Group LLC is the manager for Hartshorne CDO I Ltd., Braddock
Financial Corp. is the manager for BFC Silverton CDO Ltd., and ACA
Management LLC is the manager for Lancer Funding II Ltd. and ACA
ABS 2007-2 Ltd.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions (including CreditWatch placements)
as appropriate given the performance of the underlying collateral,
the credit enhancement afforded by each CDO structure, and the
then-current priority of payments specified in each transaction's
legal documentation.

                Downgrades and CreditWatch Actions

                                        Rating
                                        ------
  Transaction           Class      To              From
  -----------           -----      --              ----
BFC Silverton CDO Ltd.  A Liq fac  BB/Watch Neg    AAA/Watch Neg
BFC Silverton CDO Ltd.  B1         CCC-/Watch Neg  AAA/Watch Neg
BFC Silverton CDO Ltd.  B2         CCC-/Watch Neg  AAA/Watch Neg
BFC Silverton CDO Ltd.  C          CCC-/Watch Neg  A+/Watch Neg
BFC Silverton CDO Ltd.  D          CC              BBB-/Watch Neg
BFC Silverton CDO Ltd.  E          CC              B-/Watch Neg

Hartshorne CDO I Ltd.   X          BB/Watch Neg    AAA            
Hartshorne CDO I Ltd.   A-1S       BB/Watch Neg    AAA
Hartshorne CDO I Ltd.   A-1J       CCC-/Watch Neg  A/Watch Neg
Hartshorne CDO I Ltd.   A-2        CCC-/Watch Neg  BBB/Watch Neg  
Hartshorne CDO I Ltd.   A-3        CC              BB-/Watch Neg
Hartshorne CDO I Ltd.   B1         CC              B-/Watch Neg
Hartshorne CDO I Ltd.   B2         CC              CCC/Watch Neg

Lancer Funding II Ltd.  X          BB/Watch Neg    AAA            
Lancer Funding II Ltd.  A1S        BB/Watch Neg    AA+/Watch Neg
Lancer Funding II Ltd.  A1J        CCC-/Watch Neg  CCC+/Watch Neg

ACA ABS 2007-2 Ltd.     X          BB/Watch Neg    AAA            
ACA ABS 2007-2 Ltd.     A1S        BB/Watch Neg    AAA
ACA ABS 2007-2 Ltd.     A1M        CCC-/Watch Neg  AAA   
ACA ABS 2007-2 Ltd.     A1J        CCC-/Watch Neg  A-  
ACA ABS 2007-2 Ltd.     A2         CCC-/Watch Neg  BBB/Watch Neg
ACA ABS 2007-2 Ltd.     A3         CC              BB/Watch Neg
ACA ABS 2007-2 Ltd.     B1         CC              B-/Watch Neg
ACA ABS 2007-2 Ltd.     B2         CC              CCC+/Watch Neg

                     Other Outstanding Ratings

           Transaction               Class      Rating
           -----------               -----      ------
           BFC Silverton CDO Ltd.    F          CC                   
           Hartshorne CDO I Ltd.     B3         CC
           Lancer Funding II Ltd.    A2         CC
           Lancer Funding II Ltd.    A3         CC
           Lancer Funding II Ltd.    B          CC


LEHMAN XS: Eight Tranches Acquire Moody's Junk Ratings
------------------------------------------------------
Moody's Investors Service downgraded the ratings of 43 tranches
and has placed under review for possible downgrade the ratings of
31 other tranches from 5 deals issued by Lehman XS in 2007.   
Additionally, 3 downgraded tranches remain on review for possible
further downgrade.  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: Lehman XS Trust 2007-6

  -- Cl. I-M2, Currently Aa1 on review for possible downgrade,

  -- Cl. I-M3, Currently Aa2 on review for possible downgrade,

  -- Cl. I-M4, Currently Aa3 on review for possible downgrade,

  -- Cl. I-M5, Downgraded to Baa3, previously A1,

  -- Cl. I-M6, Downgraded to Ba3, previously A2,

  -- Cl. I-M7, Downgraded to B3, previously A3,

  -- Cl. I-M8, Downgraded to Caa2, previously Baa1,

  -- Cl. I-M9, Downgraded to Caa3, previously Baa2,

  -- Cl. I-M10, Downgraded to Ca, previously Baa3,

  -- Cl. II-M1, Currently Aa1 on review for possible downgrade,

  -- Cl. II-M2, Currently Aa2 on review for possible downgrade,

  -- Cl. II-M3, Currently Aa3 on review for possible downgrade,

  -- Cl. II-M4, Downgraded to Baa3, previously A1,

  -- Cl. II-M5, Downgraded to Ba2, previously A2,

  -- Cl. II-M6, Downgraded to Ba3, previously A3,

  -- Cl. II-M7, Downgraded to B1, previously Baa1,

  -- Cl. II-M8, Downgraded to B3 on review for possible further
     downgrade, previously Baa2.

Issuer: Lehman XS Trust Mortgage Pass-Through Certificates,
        Series 2007-3

  -- Cl. 1A-A2, Currently Aaa on review for possible downgrade,

  -- Cl. 1B-A3, Currently Aaa on review for possible downgrade,

  -- Cl. 1-M1, Currently Aa1 on review for possible downgrade,

  -- Cl. 1-M2, Currently Aa2 on review for possible downgrade,

  -- Cl. 1-M3, Currently Aa3 on review for possible downgrade,

  -- Cl. 1-M4, Downgraded to Baa2, previously A1,

  -- Cl. 1-M5, Downgraded to Ba1, previously A2,

  -- Cl. 1-M6, Downgraded to Ba3, previously A3,

  -- Cl. 1-M7, Downgraded to Caa1, previously Baa2,

  -- Cl. 3-M1, Currently Aa1 on review for possible downgrade,

  -- Cl. 3-M2, Currently Aa2 on review for possible downgrade,

  -- Cl. 3-M3, Currently Aa3 on review for possible downgrade,

  -- Cl. 3-M4, Downgraded to Ba2, previously A2,

  -- Cl. 3-M5, Downgraded to B3, previously A3,

  -- Cl. 4-M1, Currently Aa2 on review for possible downgrade,

  -- Cl. 4-M2, Currently Aa3 on review for possible downgrade,

  -- Cl. 4-M3, Downgraded to Baa3, previously A2,

  -- Cl. 4-M4, Downgraded to Ba2, previously A3,

  -- Cl. 4-M5, Downgraded to Caa1, previously Baa2,

  -- Cl. 4-M6, Downgraded to Caa2, previously Baa3,

  -- Cl. 2-A4, Currently Aaa on review for possible downgrade,

  -- Cl. 2-M1, Currently Aa1 on review for possible downgrade,

  -- Cl. 2-M2, Currently Aa2 on review for possible downgrade,

  -- Cl. 2-M3, Currently Aa3 on review for possible downgrade,

  -- Cl. 2-M4, Downgraded to Ba1, previously A1,

  -- Cl. 2-M5, Downgraded to Ba2, previously A2,

  -- Cl. 2-M6, Downgraded to B1, previously A3,

  -- Cl. 2-M7, Downgraded to B2, previously Baa1,

  -- Cl. 2-M8, Downgraded to B3 on review for possible further
     downgrade, previously Baa2,

  -- Cl. 2-M9, Downgraded to Caa2, previously Baa3.

Issuer: Lehman XS Trust Series 2007-1

  -- Cl. 1-A5, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A1, Currently Aaa on review for possible downgrade,
  -- Cl. M1, Currently Aa1 on review for possible downgrade,
  -- Cl. M2, Currently Aa2 on review for possible downgrade,
  -- Cl. M3, Currently Aa3 on review for possible downgrade,
  -- Cl. M4, Downgraded to Ba1, previously A1,
  -- Cl. M5, Downgraded to Ba3, previously A2,
  -- Cl. M6, Downgraded to B3, previously A3,
  -- Cl. WF-M3, Currently Aa3 on review for possible downgrade,
  -- Cl. WF-M4, Downgraded to Baa3, previously A3,
  -- Cl. WF-M5, Downgraded to B1, previously Baa2,
  -- Cl. WF-M6, Downgraded to B3, previously Baa3,
  -- Cl. WF-M7, Downgraded to Caa2, previously Ba2.

Issuer: Lehman XS Trust Series 2007-5H

  -- Cl. 3-A2, Currently Aaa on review for possible downgrade,
  -- Cl. II-M1, Currently Aa2 on review for possible downgrade.

Issuer: Lehman XS Trust Series 2007-9

  -- Cl. I-M1, Currently Aa1 on review for possible downgrade,

  -- Cl. I-M2, Currently Aa2 on review for possible downgrade,

  -- Cl. I-M3, Currently Aa2 on review for possible downgrade,

  -- Cl. I-M4, Downgraded to Ba1, previously A1,

  -- Cl. I-M5, Downgraded to Ba2, previously A2,

  -- Cl. I-M6, Downgraded to Ba3, previously A3,

  -- Cl. I-M7, Downgraded to B1, previously Baa1,

  -- Cl. I-M8, Downgraded to B2, previously Baa2,

  -- Cl. I-M9, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,

  -- Cl. WF-M7, Downgraded to Baa2, previously Baa1,

  -- Cl. WF-M8, Downgraded to Baa3, previously Baa2,

  -- Cl. WF-M9, Downgraded to Ba2, previously Baa3.


LIFECARE HOLDINGS: Wayne McAlister Named as CEO and President
-------------------------------------------------------------
LifeCare Holdings Inc. named Wayne McAlister president and chief
executive officer, succeeding interim chief executive officer
William Hamburg, who assumed that position in
August 2007.

Mr. McAlister, who comes to LifeCare from Triad Hospitals Inc., is
a hospital operations executive with 38 years experience.  He will
be based in the company's headquarters in Plano, Texas beginning
January 14.

"We are pleased to welcome Wayne to LifeCare," Karen H. Bechtel,
managing director and global head of the Carlyle Healthcare team,
said.  "He has a remarkable track record of creating value -
growing profitability through rigorous operating oversight,
expanding business lines and forging new physician relationships."

"The board thanks Bill Hamburg for his leadership and service as
interim CEO these past several months," Ms. Bechtel added.  "We
are pleased that he will remain a member of the LifeCare board of
directors."

"I am grateful for this terrific opportunity to lead the effort to
strengthen the company and position it for long term success," Mr.
McAlister said.

From 1999 to the present, Mr. McAlister was senior vice president
of Triad Hospitals Inc. and division president of a  group of its
hospitals, where he was responsible for development, management
and financial operations.  During his tenure, he opened three new
medical/surgical hospitals and developed joint venture hospitals
with not-for-profit partners.

Mr. McAlister's other senior management positions include:
regional vice president of Paraclesus Healthcare Corporation,
where he was responsible for nine acute medical/surgical
hospitals; vice president of operations at Tenet Healthcare
Corporation, where he was responsible for five medical/surgical
hospitals; and vice president of operations at Charter Medical
Corporation, where he was responsible for the opening of
14 psychiatric and medical/surgical hospitals and the financial
turnaround of a number of their existing facilities.

Mr. McAlister earned his Bachelor of Science in Pharmacy from
Oklahoma University.  He is a former member of the board of
governors of the Federation of American Health Systems and a
former member of the board of trustees of the National Association
of Private Psychiatric Hospitals.

                     About LifeCare Holdings

Headquartered in Plano, Texas, LifeCare Holdings Inc. --
http://www.lifecare-hospitals.com/-- operates 19 long term acute  
care hospitals located in nine states.  Long term acute care
hospitals specialize in the treatment of medically complex
patients who typically require extended hospitalization.  LifeCare
is owned by private equity firm The Carlyle Group.


LIFECARE HOLDINGS: Moody's Keeps Caa1 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service upgraded the Speculative Grade Liquidity
Rating of LifeCare Holdings, Inc. to SGL-3 from SGL-4.  In
addition, Moody's affirmed LifeCare's Caa1 Corporate Family Rating
and the ratings on the credit facility and subordinated notes.  
The ratings outlook remains negative.

The SGL-3 acknowledges the $6 million equity cure from The Carlyle
Group in November 2007 and the amendment to the credit agreement
negotiated with lenders in December 2007.  As a result, LifeCare
was in compliance with its financial covenants for the quarter
ended Sept. 30, 2007 and modest availability was restored under
the company's revolver.  While the SGL-3 reflects Moody's view
that LifeCare could be able to adequately manage its liquidity
needs in the near-term, Moody's believes there continues to be a
high level of uncertainty regarding LifeCare's ability to remain
compliant with its new financial covenants and meet its financial
obligations on an on-going basis.

The Caa1 Corporate Family Rating and negative ratings outlook
continue to reflect the challenges that LifeCare faces stemming
from reimbursement pressures on the Long-Term Acute Care Hospital
sector, the loss of three facilities from Hurricane Katrina, its
high leverage and limited scale.

This is a summary of Moody's ratings actions:

                         Ratings Affirmed

  -- Corporate Family Rating, Caa1;

  -- Probability of Default Rating, Caa1;

  -- $60 million senior secured revolving credit facility due
     2011, B2 (LGD3, 30%);

  -- $255 million senior secured Term Loan B due 2012, B2
     (LGD3, 30%); and

  -- $150 million 9.25% senior subordinated notes due 2013,
     Caa3 (LGD5, 85%).

                          Ratings Changed

  -- Speculative Grade Liquidity Rating, to SGL-3 from SGL-4

The outlook is negative.

Headquartered in Plano, Texas, LifeCare, through its subsidiaries,
operated 19 long-term acute care hospitals in nine states as of
Sept. 30, 2007.  Moody's estimates that the company recognized
revenue of approximately $322 million for the twelve months ended
Sept. 30, 2007.


LIMITED BRANDS: December 2007 Sales Decrease 7% at $1.7 Billion
---------------------------------------------------------------
Limited Brands, Inc. reported comparable store sales for the
five weeks ended Jan. 5, 2008, decreased 8% compared to the five
weeks ended Jan. 6, 2007.  The company reported net sales of
$1.7 billion for the five weeks ended Jan. 5, 2008, compared to
sales of $2.0 billion for the five weeks ended Dec. 30, 2006.

The company reported a comparable store sales decline of 2% for
the 48 weeks ended Jan. 5, 2008.  Net sales were $9.4 billion
compared to net sales of $9.6 billion last year.

Although there is still a month left in the fourth quarter, as a
result of the 8% decline in comparable store sales quarter-to-date
versus its previous expectation of a low single digit decline, the
company now expects to report fourth quarter earnings per share at
the low-to-mid point of its previously announced range of $0.90 to
$1.05.

2007 net sales include Express sales through July 6, 2007, the
closing date of the sale of a majority interest to affiliates of
Golden Gate Capital, and Limited Stores sales through Aug. 3,
2007, the closing date of the transfer of a majority interest to
affiliates of Sun Capital Partners.

Limited Brands (NYSE: LTD) through Victoria's Secret, Bath & Body
Works, C.O. Bigelow, Limited Stores, La Senza, White Barn Candle
Co., Henri Bendel and Diva London, presently operates 3,140
specialty stores.  The company's products are also available
online at http://www.VictoriasSecret.com/
http://www.BathandBodyWorks.com/http://www.LaSenza.com/

                          *     *     *

Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands Inc. with a stable outlook in July
2007.  Moody's downgraded these ratings: Senior unsecured to Baa3
from Baa2; Senior unsecured shelf at to (P)Baa3 from (P)Baa2;
Subordinated shelf at to (P)Ba1 from (P)Baa3; Preferred shelf at
to (P)Ba2 from (P)Ba1; Commercial paper to Prime-3 from Prime-2.


MACKLOWE PROPERTIES: CB Richard Ellis Hired to Sell GM Building
---------------------------------------------------------------
Harry Macklowe, owner of Macklowe Properties, has engaged CB
Richard Ellis' services for the sale of the General Motors
building at 767 Fifth Avenue in midtown Manhattan, The Wall
Street Journal reports, citing two people familiar with the
situation.

Mr. Macklowe acquired the 50-story GM building in 2003 from
Conseco Inc. for $1.4 billion.  The building originally served
as a showroom for General Motors cars.

                   Looming Debt Payment Deadline

According to WSJ, the GM building is part of the collateral
on a $1.2 billion bridge loan that Fortress Investment Group
LLC made to Mr. Macklowe for his $7 billion purchase of seven
New York properties from Equity Office Properties Trust last
month.

The loan, totalling about $1.35 billion, is due Feb. 9, WSJ
relates.

In addition to the Fortress Bridge Loan, Mr. Macklowe owes
Deutsche Bank $5.8 billion, which loan is also due on Feb. 9,
WSJ says.

Mr. Macklowe used the Deutsche Bank Funds to finance its
purchase of seven Midtown Manhattan office buildings a year
ago from Equity Office Properties.

The New York Times said in a January 6, 2008 report that
that there is widespread speculation in the real estate
industry that Mr. Macklowe and his family may be forced to
unload some of their properties at a discount to creditors
and could be even be forced to shed much of their portfolio.

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

                     About Macklowe Properties

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


MARY STATEN-LONG: Case Summary & Six Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mary Kay Staten-Long
        2241 North Leavitt Street
        Chicago, IL 60647

Bankruptcy Case No.: 08-00706

Chapter 11 Petition Date: January 14, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Ernesto D. Borges, Esq.
                  105 West Madison Street, 23rd Floor
                  Chicago, IL 60602
                  Tel: (312) 853-0200

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Express               Credit Card           $56,493
General Counsels Office
3200 Commerce Parkway
Md 19-01-06
Merrimar, FL 33025

Arrow Financial Services       Collection A.F.S.     $10,120
5996 West Touhy Avenue         Assignee of H.S.B.C.
Niles, IL 60714                Bank Nevada, N.A.

                               Collection H.S.B.C.   $4,495
                               Bank Nevada Na

Bank Of America                Automobile            $23,343
N.C.-105-03-14
4161 Peidmont Parkway
Greensboro, NC 27420

Nordstrom F.S.B.               CreditCard            $6,370

Chase-B.P.                     Credit Card           $2,363

Medical Collections System     Collection Pff        $13
                               Emergency
                               Services Per


MASTR ADJUSTABLE: Two Tranches Acquire Moody's Junk Ratings
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 14 tranches
and has placed under review for possible downgrade the ratings of
7 tranches from 3 deals issued by MASTR Adjustable Rate Mortgages
Trust 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: MASTR Adjustable Rate Mortgages Trust 2007-2

  -- Cl. M-3, Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A2, previously A1,
  -- Cl. M-5, Downgraded to Baa1, previously A2,
  -- Cl. M-6, Downgraded to Baa3, previously Baa1,
  -- Cl. M-7, Downgraded to Ba1, previously Baa3,
  -- Cl. M-8, Downgraded to Ba3, previously Ba2.

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-HF1

  -- Cl. M-1, Currently Aa1 on review for possible downgrade,
  -- Cl. M-2, Currently Aa2 on review for possible downgrade,
  -- Cl. M-3, Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Baa1, previously A1,
  -- Cl. M-5, Downgraded to Baa3, previously A2,
  -- Cl. M-6, Downgraded to Ba2, previously A3,
  -- Cl. M-7, Downgraded to B2, previously Baa2,
  -- Cl. M-8, Downgraded to Caa2, previously Baa3.

Issuer: MASTR Adjustable Rate Mortgages Trust 2007-HF2

  -- Cl. M-1, Currently Aa1 on review for possible downgrade,
  -- Cl. M-2, Currently Aa2 on review for possible downgrade,
  -- Cl. M-3, Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Baa1, previously A1,
  -- Cl. M-5, Downgraded to Baa3, previously A2,
  -- Cl. M-6, Downgraded to Ba2, previously A3,
  -- Cl. M-7, Downgraded to Caa1, previously Baa2.


MAXJET AIRWAYS: Court Approves Epiq Bankruptcy as Claims Agent
--------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
gave MAXjet Airways Inc. permission to employ Epiq Bankruptcy
Solutions LLC as noticing claims and balloting agent.

Epiq Bankruptcy is expected to:

   a) prepare and serve required notices in this Chapter 11 case,
      including:

         i) notice of the commencement of this Chapter 11 case and
            the initial meeting of creditors under Section 341(a)
            of the Bankruptcy Code;

        ii) notice of any auction sale hearing;

       iii) notice of the claims bar date;

        iv) notice of objection to claims;

         v) notice of any hearings on a disclosure statement and
            confirmation of a plan of reorganization; and

        vi) other miscellaneous notices to any entities, as the
            Debtor or the Court may deem necessary or appropriate
            for an orderley administration of this Chapter 11
            case;

   b) file with the clerk's office a certificate or affidavit of
      service that includes a copy of the notice involved, a list
      of persons to whom the notice was mailed and the date and
      manner of mailing;

   c) maintain copies of all proofs of claims and proofs of
      interest filed;

   d) maintain official claims registers, including, among other
      things, these information for each proof of claim or proof
      of interest;

         i) name and address of the claimant and any agent
            thereof, if the proof of claim or proof of interest
            was filed by an agent;

        ii) date received;

       iii) claim number assigned; and

        iv) asserted amount and classification of the claim;

   e) assist the Debtor with administrative tasks in the
      preparation of its bankruptcy schedules and statements,
      including the creation and administration of a claims
      database based upon a review of the claims against the
      Debtor's schedules;

   f) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   g) transmit to the clerk's office a copy of the claims
      registers on a monthly basis, unless requested by the
      clerk's office on a more or less frequent basis; or, in the
      alternative, make available the claims register on-line;

   h) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim, or proof of interest, or notice
      of appearance, which list shall be available upon request of
      a party in interest or clerk's office;

   i) provide access to the public for examination of copies of
      the proofs of claim or interest without charge during
      regular business hours;

   j) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of the transfers as required by
      the Bankruptcy Rule 3001(e);

   k) comply with applicable federal, state, municipal, and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   l) provide temporary employees to process claims, as necessary;

   m) provide balloting services in connection with the
      solicitation process for any Chapter 11 plan for which a
      disclosure statement has been approved by the Court;

   n) provide other claims processing, noticing and related
      administrative services as may be requested from time to
      time by the Debtor; and

   o) comply with further conditions and requirements as the Court
      may at any time prescribe.

The firm's professionals and their compensation rates are:

   Designation                     Hourly Rates
   -----------                     ------------
   Senior Consultant                   $295
   Senior Case Manager             $225 - $275
   Case Manager (level 2)          $185 - $220
   IT Programming Consultant       $140 - $190
   Case Manager (level 1)          $125 - $175
   Clerk                            $40 - $60  

Daniel C. McElhinney, the senior vice president and director
of operations of the firm, assures the Court that the firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

Dulles, Virginia-based MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP as its bankruptcy counsel.  The Debtor
listed assets between $10 million and $50 million and debts
between $50 million to $100 million when it filed for bankruptcy.


MAXJET AIRWAYS: Taps Pillsbury Winthrop as Co-Counsel
-----------------------------------------------------
MAXjet Airways Inc. asks the United States Bankruptcy Court for
the District of Delaware for permission to employ Pillsbury
Winthrop Shaw Pittman LLP as co-counsel.

As reported in the Troubled Company Reporter on Jan. 15, 2008, the
Debtor had also asked the Court to employ Pachulski Stang
Ziehl & Jones LLP as its bankruptcy counsel.

Winthrop Shaw will:

   a) provide legal advice with respect to the Debtor's powers and
      duties as debtor-in-possession in the continued operations
      of its business and management of properties;

   b) assist in the formulation of a business plan or plans and
      the negotiation of a resolution of this case with the
      Debtor's various creditors constituencies;

   c) negotiate and obtain financing Debtor may require in this
      case or in connection with any plan or plan of
      reorganization;

   d) assist the Debtor with the sale of assets, including the  
      negotiating and documenting of the transactions and seek
      bankruptcy court approval of the same;

   e) assist the Debtor in obtaining the use of cash collateral;

   f) render any requested pension, tax, or labor advice that may
      be required to effectuate or maximize the efficiency of
      liquidation in this case;

   g) pursue confirmation of a plan or plans of reorganization and
      approval of a disclosure statement or statements;

   h) prepare, on behalf of the Debtor, any necessary
      applications, motions, answers, order, reports and other
      legal papers related to the foregoing duties;

   i) appear in Court and protect the interest of the Debtor
      before the Court in connection with the foregoing duties;
      and

   j) perform all other legal services for the Debtor which may be
      necessary and proper in furtherances of the foregoing
      duties.

The firm's professionals and their hourly rates:

   Professionals                Hourly Rates
   -------------                ------------
   Richard Epling, Esq.             $915
   Leo Crowley, Esq.                $825
   Karen Dine, Esq.                 $700
   Jerry Hall, Esq.                 $550
   Gianni Dimos, Esq.               $510
   Roger Elder                      $320
   Carre Altenburg                  $255

To the best of the Debtor's knowledge the firm does not hold any
interest adverse and is a "disintersted person" as defined in
Section 101(14) of the Bankruptcy Code.

Dulles, Virginia-based MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP as its bankruptcy counsel.  The Debtor
listed assets between $10 million and $50 million and debts
between $50 million to $100 million when it filed for bankruptcy.


MAXJET AIRWAYS: U.S. Trustee Appoints Five-Member Creditors Panel
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
five creditors to serve on an Official Committee of Unsecured
Creditors in MAXjet Airways Inc.'s Chapter 11 case.

The Creditors Committee members are:

   1) Mezzo Movies Limited
      Attn: Andrew John Wilson
      45 Bedford Row
      London, UK WC1R 4LN
      Tel: (44) 7780 631502
      Fax: (44) 207 092 1808

   2) Servisair UK Ltd.
      Attn: Gary Morgan
      Atlantic House, Atlas Business Park
      Simonsway, Manchester, UK M22 JPR
      Tel: (0044) 161 490 5637
      Fax: (0044) 161 490 5702

   3) Israel Aerospace Industries Ltd.
      Attn: Joseph M. Vann, Esq., and Ira R. Abel, Esq.
      c/o Cohen Tauber Spievack & Wagner P.C.
      420 Lexington Avenue, Suite 2400
      New York, NY 10170
      Tel: (212) 586-5800
      Fax: (212) 586-5095

   4) ICF International
      Attn: Judith B. Kassel, Esq.
      9300 Lee Highway
      Fairfax, VA 22031
      Tel: (703) 934-3050
      Fax: (703) 934-3675

   5) Christopher Rocheron
      Representative of WARN Act Claimants
      c/o Lankenau & Miller LLP,
      132 Nassau Street, Suite 423
      New York, NY 10038
      Tel: (212) 581-5005
      Fax: (212) 581-2122

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

Dulles, Virginia-based MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December,
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP as its bankruptcy counsel.  The Debtor
listed assets between $10 million and $50 million and debts
between $50 million to $100 million when it filed for bankruptcy.


MCCLATCHY CO: Inks Advertising Platform Pacts with ImpreMedia
-------------------------------------------------------------
U.S.-Hispanic media company ImpreMedia disclosed agreements with
the Spanish-language publications of The McClatchy Company that
will create the largest online and print advertising platform in
the nation serving the Hispanic market.  The platform will allow
National advertisers to obtain significant penetration in 18 top
U.S. Hispanic markets including nine of the Top 10 Hispanic
markets.

Promising an efficient one-stop solution to reach 18 top U.S.
Hispanic markets, including New York, Los Angeles, Miami, Fort
Worth/Dallas, Houston, Chicago, the Central Valley of California
and San Francisco, the companies will work collaboratively with
each other to offer advertisers an effective way to reach a
National Hispanic audience unmatched by any other Hispanic
marketing vehicle.  The parties will leverage their complementary
strengths in offering the new platform to the marketplace and
support it through their individual sales, marketing and
production departments.

"McClatchy is very pleased to be involved in this innovative
network," Frank Whittaker, McClatchy Vice President of Operations,
said.  "Our Spanish-language products bring great audience reach
to the equation, and we look forward to offering our advertisers a
national buy."

McClatchy's participating Spanish-language publications include El
Nuevo Herald in South Florida, La Estrella in Fort Worth/Dallas,
Texas, and Vida en el Valle, which serves the California
communities of Fresno, Merced, Modesto, Sacramento and Stockton.

ImpreMedia's newspaper network currently reaches seven of the top
10 Hispanic markets: El Diario La Prensa and Hoy Nueva York in New
York, El Mensajero in the San Francisco Bay Area, La Opinion in
Los Angeles, La Raza in Chicago, Rumbo in Houston, San Antonio and
the Rio Grande Valley.  ImpreMedia's nationally distributed,
general interest magazine, Vista, extends its reach to a total 17
markets representing 66% of the U.S. Hispanic population.

"Advertisers now have a new opportunity to communicate with the
Hispanic audience and build customized advertising solutions by
employing the unique portfolio of media assets of this network,"  
Erich Linker, Senior Vice President of Sales for ImpreMedia, said.  
"At the same time, advertisers can reach close to 20% of all
Hispanic adults with one buy, optimize their national media and
marketing efforts in addition to building local market presence."

"This announcement is a wonderful development for ImpreMedia and
McClatchy's Spanish-language newspapers.  Our two great
organizations are combining strengths to better serve our
customers," John Paton, Chairman and CEO of ImpreMedia, said.  "We
look forward to working with the McClatchy publications."

                          About ImpreMedia

Based in New York City, ImpreMedia -- http://www.impremedia.com/-
- is a Hispanic news and information company in the United States
in online and print. ImpreMedia is also a Hispanic newspaper
publisher with publications reaching 17 markets representing 66%
of the U.S. Hispanic population.

                           About McClatchy

Headquartered in Sacramento, Calif., The McClatchy Company (NYSE:
MNI) -- http://www.mcclatchy.com/-- is the third largest
newspaper company in the United States, with 31 daily newspapers,
approximately 50 non-dailies and direct marketing and direct mail
operations.  McClatchy also operates leading local websites in
each of its markets which complement its newspapers and extend its
audience reach in each market.  McClatchy-owned newspapers include
The Miami Herald, The Sacramento Bee, the Fort Worth Star-
Telegram, The Kansas City Star, The Charlotte Observer and The
(Raleigh) News & Observer.

                          *     *     *

As reported in yesterday's Troubled Company Reporter, Moody's
Investors Service downgraded The McClatchy Company's Corporate
Family rating to Ba2 from Ba1 concluding the review for downgrade
initiated on Nov. 9, 2007.  Moody's also downgraded Probability of
Default Rating to Ba2 from Ba1; and the company's Senior Unsecured
Bank Credit Facility, to Ba1, LGD2-25% from Baa3, LGD2-27%.  The
rating outlook is negative.


METROPCS COMMUNICATIONS: Inks Purchase Agreements with PTA Comms
----------------------------------------------------------------
MetroPCS Communications, Inc., through one of its subsidiaries,
has entered into a license purchase agreement with PTA
Communications, Inc. for the acquisition of 10 MHz of personal
communication services spectrum for a basic trading area in
Jacksonville, Florida.  MetroPCS has also entered into agreements
with NTCH, Inc. dba Cleartalk PCS and PTA-FLA, Inc. for the
purchase of its subscribers and certain of their network assets
used by them in providing PCS wireless telecommunications services
in Jacksonville.  These acquisitions, combined with the additional
wireless sites MetroPCS plans to build in Jacksonville, will allow
MetroPCS to begin offering service during the second quarter of
2008 to an estimated population of approximately 1.5 million
people.

Consummation of both acquisitions is conditioned on customary
closing conditions and the license purchase agreement also
requires approval by the Federal Communications Commission.

"Residents in Jacksonville will soon be able to enjoy our
unlimited, flat-rate, simple and affordable plans," Roger
Linquist, chairman of the board, president and chief executive
officer of MetroPCS, said.  "We look forward to providing future
MetroPCS subscribers with coverage in Jacksonville and to further
expanding our extensive Florida coverage for our current
subscribers."

With approximately 3.7 million subscribers nationwide, continued
consumer demand for MetroPCS' unlimited, no signed contract, flat-
rate wireless service has been the driving factor behind the
company's expansion.  In September 2007, the company launched
service in the greater Los Angeles area and in addition to
Jacksonville, plans to launch service in Las Vegas and
Philadelphia in 2008.

MetroPCS' plans range from $30 to $50 per month and allow
subscribers to talk all they want, 24-hours-a-day, seven days a
week.  Unlike most carriers, MetroPCS does not require a signed
contract, which means that consumers can activate service without
going through a credit check, or paying a deposit.  While options
and services depend on the selected plan, subscribers can further
enhance their service with "unlimited" advanced feature packages
that include voicemail, caller ID, call waiting, three-way
calling, text and picture messaging, push e-mail, mobile Internet
browsing, mobile instant messaging, and the recently announced
unlimited Metro411, a voice-activated, premium directory
assistance service.

Headquartered in Dallas, Texas, MetroPCS Communications, Inc.
(NYSE: PCS) -- http://www.metropcs.com/-- provides unlimited   
wireless communications service for a flat rate with no signed
contract.  MetroPCS owns or has access to licenses covering
a population of approximately 140 million people in 14 of the top
25 largest metropolitan areas in the United States, including New
York, Philadelphia, Boston, Miami, Orlando, Sarasota, Tampa,
Atlanta, Dallas, Detroit, Las Vegas, Los Angeles, San Francisco
and Sacramento.  Currently, MetroPCS has over 3.5 million
subscribers and offers service in the Miami, Orlando, Sarasota,
Tampa, Atlanta, Dallas, Detroit, San Francisco, and Sacramento
metropolitan areas.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 10, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on MetroPCS Communications' Inc.


MORTGAGE LENDERS: Wants Plan Filing Period Extended to April 1
--------------------------------------------------------------
Mortgage Lenders Network USA Inc., asks permission from the
U.S. Bankruptcy Court for the District of Delaware to extend its
exclusive periods to:

   (a) file a plan of reorganization through April 1, 2008;
       and

   (b) solicit and obtain acceptances for the plan through
       June 1, 2008.

The Debtor has drafted a proposed plan of reorganization, and
circulated the draft to the Creditors Committee for review.
In this regard, the Debtor requires additional time for an
opportunity to negotiate with their creditors, and to propose and
confirm a consensual plan.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, related that subsequent to the bankruptcy
filing, the Debtor has directed substantially all of its efforts
towards the liquidation of its hard assets and remaining servicing
operations to maximize the value of the assets while minimizing
the expenses associated with maintaining them.

The Debtor has also filed its schedules and statements, complied
with the other reporting required by the United States Trustee and
the Bankruptcy Code, provided substantial discovery to the
Official Committee of Unsecured Creditors, and engaged in
significant, ongoing negotiations and discussions with certain
state regulatory agencies, Ms. Jones says.  

She adds that the Debtor is also engaged in comprehensive
settlement discussions with its largest secured creditor,
Residential Funding Company LLC, and the Creditors Committee to
resolve numerous issues in the bankruptcy case without the need
for protracted litigation.

Ms. Jones also told the Court that, in addition to the Debtor's
continuing efforts, it has accomplished these things since the
last extension request:

   -- retained a special sales advisor to assist with the
      marketing of certain loans, which the Debtor anticipates
      receiving in connection with resolution of the matters
      with the Federal Home Loan Mortgage Corporation, and
      identified and retained a party to provide interim
      servicing for those loans;

   -- identified and entered into a contract with a service
      provider to perform certain reporting functions in
      connection with the Debtor's continued wind down effort;

   -- continued in its leased equipment return/rejection effort
      and resolved certain claims of equipment lessors;

   -- established a proof of claims deadline;

   -- finalized and obtained Court approval of the settlement
      with Connecticut Department of Banking, the Michigan
      Department of Labor and Economic Growth, New Hampshire
      Banking Department and Ohio Department of Commerce, which
      will result in return of cash to the Debtor's bankruptcy
      estate;

   -- retained a professional to assist with analysis,
      marketing and possible sale of a certain option to
      purchase real estate; and

   -- resolved numerous motions for relief from the automatic
      stay.

The extension requested will not harm or prejudice the Debtor's
creditors or other parties-in-interest, Ms. Jones assures the
Court.  

Judge Walsh will convene a hearing on Jan. 22, 2008, at
11:00 a.m., Eastern Time, to consider the Debtor's request.  

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a  
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.  
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.  The Debtor's exclusive period to
file a chapter 11 plan of reorganization is set to expire on
Jan. 22, 2008.  (Mortgage Lenders Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


MORTGAGE LENDERS: Court Approves Pacts with Four U.S. States
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the consent orders Mortgage Lenders Network USA Inc. entered with
the:

   -- Connecticut Department of Banking;

   -- Michigan Department of Labor and Economic Growth, Office
      of Financial and Insurance Services;

   -- New Hampshire Banking Department; and

   -- Ohio Department of Commerce, Division of Financial
      Institutions.

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Mortgage Lenders held licenses as a first mortgage lender/
broker, and licenses as a secondary mortgage lender/broker in the
states of Connecticut and Michigan.  The Debtor also held a
mortgage banker license in the state of New Hampshire, and held
active mortgage broker certificates in Ohio.

Prior to the Feb. 5, 2007, petition date, the commissioners of the
financial departments of the states of Connecticut, Michigan and
New Hampshire issued separate cease and desist orders to the
Debtor, while an acting deputy superintendent from Ohio issued a
desist order on Feb. 28, 2007.  The Debtor has worked diligently
with the commissioners to negotiate resolutions to their issues.

The Court ruled that the Consent Orders will have the same force
and effect as an order of the Court.  It also clarified that it
does not intend to cause the findings in the Order to (i) affect
any rights or defenses available to any surety company rising out
or related to any surety bonds issued to the Debtor, or (ii) be
given collateral estoppel or issue preclusion effects in any
proceedings involving claims made any person, who is not a party
to the Consent Orders against the Debtor.

The Court noted that the request or the Consent Orders will be
construed:

   -- as a finding that any claims allowed against the Debtor
      are or are not covered by any surety bond issued to the
      Debtor; or

   -- to expand or modify the obligation, or to be construed to
      abrogate, modify or alter any of the rights and defenses,
      of any surety company under any surety bonds issued to
      the Debtor.

The Court also authorized the Debtor's claims agent to amend the
claims register to reflect, as applicable, the terms of the
Consent Orders.


Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a  
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.  
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.  The Debtor's exclusive period to
file a chapter 11 plan of reorganization is set to expire on
Jan. 22, 2008.  (Mortgage Lenders Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


MORTGAGE LENDERS: Court Okays Settlement Deal w/ Marix Servicing
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved Mortgage Lenders Network USA Inc.'s settlement agreement
with Marix Servicing LLC regarding the servicing of approximately
30 loans pending their eventual sale.  

The Debtor informed the Court that its Official Committee of
Unsecured Creditors found the terms of the Settlement Agreement
acceptable.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, related that the Debtor originated and
serviced various loans, which had been sold to Federal Home Loan
Mortgage Corporation.  Pursuant to the terms of those sales and
certain postpetition agreement for the Debtor to obtain proceeds
from the sale of Freddie Mac's servicing rights, Freddie Mac has
requested that the Debtor repurchase the 30 loans.

As part of the Debtor's on-going effort to maximize value for
creditors, it seeks to sell the Loans, Ms. Jones said.  However,
prior to any sale, the Debtor will need to provide loan servicing
with respect to the Loans because the Debtor is not staffed to
provide loan servicing, she continues.  Hence, Marix is expected
to assist the Debtor in servicing the Loans for the interim
period.

Ms. Jones disclosed that Rick Smith, the president and chief
executive officer of Marix, is a former officer of the Debtor and
has agreed to assist with interim servicing for the Loans as an
accommodation to the Debtor.

Pursuant to the Settlement Agreement, Marix will be compensated
for its services with these fees:

   -- 28 bps points of the applicable month-end balance to
      cover:

      * current loans;
      * delinquent loans; and
      * loans in foreclosure/bankruptcy;

   -- REO fee, which is $500 at time of liquidation; and

   -- boarding fee/de-boarding fee of $15.

Marix will also retain all ancillary fee income, and will be
reimbursed monthly for all customary fees and costs, and any
necessary servicing advances to protect the interests of the
Debtor.

The Debtor assured the Court that Marix is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a  
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.  
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.  The Debtor's exclusive period to
file a chapter 11 plan of reorganization is set to expire on
Jan. 22, 2008.  (Mortgage Lenders Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/
or 215/945-7000).


MOVIE GALLERY: Wants Exclusive Period Further Extended to June 13
-----------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to extend,
until June 13, 2008, the exclusive period wherein they can file a
plan of reorganization.  The Debtors also want the period where
they can solicit acceptances of that plan extended to
Aug. 13, 2008.

Peter J. Barrett, Esq., at Kutak Rock LLP, in Richmond, Virginia,
relates that the Debtors were able to formulate their Plan of
Reorganization with the input and support of major constituents,
including Sopris Capital Advisors LLC, the First and Second Lien
Lenders and the Holders of 11% Senior Notes.  

The consensual restructuring plans resulted to the Lock Up
Agreement entered into by the parties.  During negotiations,
certain parties agreed to "memorialize" their support to the Plan
through the Plan Support Agreement currently being circulated.  
The Debtors intend to continue to use the consensual approach
with their creditor constituencies to garner further support of
the Plan, Mr. Barrett explains.

Additionally, the sheer size and complexity of the Debtors'
bankruptcy cases provides sufficient cause to extend the
Exclusive Periods, Mr. Barrett explains, citing In re Texaco,
Inc., 76 B.R. 322, 326 (Bankr. S.D.N.Y. 1987).  Currently, the
Debtors are paying their postpetition obligations, as evidenced
by the dearth of administrative claims.

The Debtors' request, according to Mr. Barrett, also corresponds
with their anticipated timeline to exit Chapter 11 so as not to
interfere with the Plan confirmation process.  If the Plan is not
confirmed as scheduled, the Debtors may require additional time
to analyze their alternatives.

If the Debtors' Exclusive Periods are allowed to expire in the
midst of the Plan confirmation process, there is a risk that the
largely consensual and swiftly-moving restructuring process could
be derailed, to the detriment of the Debtors' estates, Mr.
Barrett points out.

The Debtors, according to Mr. Barrett, are seeking the extensions
"not to delay administration of the bankruptcy cases or to
pressure creditors, but to continue meeting the challenges that
these cases are presenting."

Mr. Barrett maintains that an extended Exclusive Period will
enable the Debtors to focus on confirming the current consensual
Plan and negotiate outstanding issues without potential
distraction of competing plans.  Consequently, the Debtors will
successfully emerge from Chapter 11 on an expedited timeline.

The request will not prejudice the rights of interested parties
to seek to reduce the Exclusive Periods, according to Mr.
Barrett.  This remedy is more than sufficient to protect
creditors from any undue delay by the Debtors, he says.

                       About Movie Gallery

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

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

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

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors' exclusive plan filing period expires on
Feb. 13, 2008.  (Movie Gallery Bankruptcy News, Issue No. 14;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


MOVIE GALLERY: Wants Lease Decision Period Extended to May 13
-------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to extend,
until May 13, 2008. the period within they may assume or reject
unexpired non-residential real property leases, without prejudice
to their rights to seek further extensions.

Section 365(d)(4) of the Bankruptcy Code provides that if trustee
or lessor does not assume or reject the unexpired lease by the
earlier of (i) 120 days after the date of the Order, or (ii) the
date of the entry of an order confirming a plan, the Court may
extend the period prior to the expiration of the 120-day period,
for 90 days on the motion of the lessor for cause.

In an extensive analysis of their operations, the Debtors found
that an additional time beyond the initial 120-day period will be
beneficial to a wholesale evaluation of their 3,640 remaining
store locations.

Absent an extension, the Debtors may be forced to prematurely
assume any number of Leases without thoroughly analyzing the
profitability of each Lease, subjecting the Debtors to
potentially significant administrative claims to the detriment of
their creditors, Peter J. Barrett, Esq., at Kutak Rock LLP, in
Richmond, Virginia, maintains.

Similarly, forcing the Debtors to prematurely reject certain of
the Leases may diminish the value of the estate, Mr. Barrett
adds.

According to Mr.  Barrett, the Debtors need additional time to
determine accurately which Leases will enhance their future
business prospects.  Moreover, the Debtors need to consider the
marketability of unwanted below-market Leases, if any, that can
be assumed and assigned, through lease auctions or otherwise in
order to generate additional value to their estates.  

Mr. Barrett assures the Court that the proposed extension will
not unduly prejudice Lessors because the Debtors are performing
their obligations arising from and after the Petition Date.  
Forcing the Debtors to make premature decisions to assume or
reject the Leases will, however, may result in windfalls to the
Lessors.

Mr. Barrett adds that the extension will provide the Debtors
additional time to identify cost-saving opportunities through
lease termination agreements or otherwise or to conduct further
store closing sales to gain additional value for their estates.

                       About Movie Gallery

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

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

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

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have asked the Court to extend their plan-
filing exclusive periods to June 13, 2008.  (Movie Gallery
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


MOVIE GALLERY: Court Extends Removal Period to July 14
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia
extended, until July 14, 2008, the periods wherein Movie Gallery
Inc. and its debtor-affiliates can file notices to remove claims
or causes of action.

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

Kimberly A. Pierro, Esq., at Kutak Rock, LLP, in Richmond,
Virginia, related that the Debtors and their advisors need
additional time to analyze and determine the Actions concerning
their removal, because they have been focused on activities
critical to their reorganization.

Parties to the Actions that the Debtors ultimately seek to remove
retain their rights to have their Actions remanded, and will not
be prejudiced by the extension, Ms. Pierro added.

                       About Movie Gallery

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

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

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

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have asked the Court to extend their plan-
filing exclusive periods to June 13, 2008.  (Movie Gallery
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


NEW YORK RACING: Wants Exclusive Period Extended to March 14
------------------------------------------------------------
The Honorable James M. Peck of the United States Bankruptcy
Court for the Southern District of New York further extended the
The New York Racing Association Inc.'s exclusive periods to:

   a. file a Chapter 11 plan until March. 14, 2008; and
   b. solicit acceptances of that plan until May 13, 2008.

As reported in the Troubled Company Reporter on Nov. 20, 2007,
the Debtor said that it needs more time to continue to work on
a settlement with the State of New York in connection with the
Debtor's franchise to operate racing at its racetrack, which such
franchise expired on Dec. 31, 2007.

On Dec. 27, 2007, the Debtor's third amended Chapter 11 plan of
reorganization obtained a 97% "yes" votes from creditors.

In addition, Judge Peck approved on Dec. 3, 2007, the adequacy of
the Debtor's third amended disclosure statement.

                      About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in     
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NEUMANN HOMES: Taps Hilco Real as Special Real Estate Consultant
----------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates seek the United
States Bankruptcy Court for the Northern District of Illinois'
authority to employ Hilco Real Estate, LLC, as special real estate
consultant as of Nov. 19,  2007.

Under the terms of its engagement letter with the Debtors, dated
Jan. 8, 2008, Hilco Real Estate will:

   (a) consult with the Debtors on the status of various real
       estate projects;

   (b) perform valuation analysis of the Debtors' real estate to
       develop a strategy for their Chapter 11 cases;

   (c) advise the Debtors as to the best strategy to maximize
       value of their real estate given the secured debt on
       various specific projects;

   (d) prepare for and provide expert witness testimony before
       the Court on matters concerning real estate, including
       depositions; and

   (e) prepare a work plan with specific milestones and
       deadlines for the Debtors to track the progress of the
       firms' consulting and advisory services;

   (f) develop and design a marketing program for the sale and
       assignment of real estate properties;

   (g) coordinate and organize any bidding procedures and
       process for the sale and assignment of the properties, in
       conjunction with the Debtors;
                              
   (h) at the Debtors direction, negotiate the terms of the
       purchase agreements for the sale and assignment of the
       properties;

   (i) report periodically to the Debtors about the status of
       the negotiations; and
    
   (j) prepare a work plan with specific milestones and deadlines
       for the company to track the progress of its services as
       real estate disposition agent.

In exchange for Hilco's services, the Debtors will pay the firm a
$40,000 monthly fee for the first three months of its retention,
and a disposition fee on a sliding scale basis out of aggregate
gross proceeds of all sales.  The Debtors will also reimburse the
firm  for any out-of-pocket expenses incurred related to work
undertaken.

Moreover, Hilco will be paid between $2,500 and $5,000 for each
written appraisal of the real estate it would prepare, as
determined by the firm and the Debtors.

Mitchell P. Kahn, Hilco's president and chief executive officer,
assures the Court that the firm does not have any connection with
any of the Debtors or parties-in-interest.  He adds that the firm
is a "disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NEUMANN HOMES: To Sell Precision Framing Assets for $1 Million
--------------------------------------------------------------
The Honorable Eugene R. Wedoff of the United States Bankruptcy
Court for the Northern District of Illinois granted Neumann
Homes Inc. and its debtor-affiliates' request to sell the assets
of Precision Framing Systems, LLC, which the company utilized in
its business operations in Denver, Colorado.

The assets will be sold for $1,000,000 to 4908 Tower, LLC, a
Colorado-based limited liability company.

Judge Wedoff also approved the asset purchase agreement entered
into by the Debtors and 4908 Tower on November 12, 2007.  All
objections to the proposed sale were overruled.

Judge Wedoff ruled, among other things, that the Debtors'
interests in the assets will be transferred to 4908 Tower and
will be free and clear of all interests as of the closing of the
sale.  All valid and perfected interests in the purchased assets
will attach to the proceeds immediately upon receipt of the
proceeds by the Debtors.

Judge Wedoff also approved the assumption and assignment of
contracts to 4908 Tower pursuant to the purchase agreement.  He
ruled that any counter-party to the contracts are barred and
permanently enjoined from asserting liability against the
Debtors, 4908 Tower and their properties.

Meanwhile, all parties that have assets in their possession,
which the Debtors hold an interest, were directed to surrender
the assets to the Debtors before the sale closing or to 4908
Tower on the closing date.

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Wants Exclusive Period Extended to January 28
----------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, New Century
Financial Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the period during
which they have the exclusive right to:

   (i) file a Chapter 11 plan, by approximately 31 days, through
       and including Jan. 28, 2008; and

  (ii) solicit acceptances of that plan through and including
       March 28, 2008, or approximately 60 days after
       expiration of the Exclusive Filing Period.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells the Court that following the
second extension of the Exclusive Periods, the Debtors have
continued to make substantial progress in liquidating the
estates' assets and maximizing its value.  Suits brought by the
Debtors' former employees, a dispute arising from loan servicing
agreements, and a $42,000,000 allocation to adequate protection
parties have taxed the Debtors' limited resources, Mr. Samis
adds.

Mr. Samis relates that the Debtors have been working with the
Official Committee of Unsecured Creditors to formulate a
Chapter 11 liquidating plan that will maximize the value of the
estates while fairly allocating their assets among the diverse
creditor body.

The Court will convene a hearing on Jan. 23, 2008, at 1:30
p.m., to consider the Debtors' request.  Pursuant to Del.Bankr.LR
9006-2, the Exclusive Plan Filing Period is automatically
extended until the conclusion of that hearing.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expires on Jan. 23, 2008. (New
Century Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Examiner Seeks Second Extension to File Report
-----------------------------------------------------------
Pursuant to Section 105(a) of the Bankruptcy Code, the Court-
appointed Examiner in New Century and its debtor-affiliates'
bankruptcy cases asks the United States Bankruptcy Court for the
District of Delaware to extend to March 17, 2008, the deadline for
the submission of his final report.

The Examiner tells the Court that it has encountered delays in
obtaining information from the Debtors and KPMG LLP, their former
independent auditors.  In addition, former senior employees have
now consented to be interviewed in January 2008.

According to the Examiner, the delays make it impossible to
finalize a report by Jan. 15, 2008, the date which the Court
established as deadline for its final report.

The Examiner says that while its professionals have made progress
toward completing the fact-gathering phase of the investigation,
additional time is needed to review the documents, conduct
interviews, analyze the facts, and finalize the report.

As reported in the Troubled Company Reporter on Oct. 24, 2007, the
Court extended to Jan. 15, 2008, the deadline for the Examiner to
submit the report on:

  (a) his investigation of accounting and financial statement
      irregularities, errors or misstatements, including those
      that (i) gave rise to the need to restate the Debtors'
      financial statements for the first three quarters of 2006,
      and (ii) led the Debtors' management and audit committee to
      conclude that it was more likely that pre-tax earnings in
      the 2005 financial statements were materially overstated;

  (b) his evaluation of any claims or rights of action to the
      estates arising from the irregularities, errors and
      misstatements; and

  (c) his investigation of any of the Debtors' possible
      postpetition unauthorized use of cash collateral.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expires on Jan. 23, 2008. (New
Century Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Wants Reply to Examiner's Report Placed Under Seal
---------------------------------------------------------------
New Century Financial Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to maintain under
seal their reply to the Examiner's Cash Collateral Report, stating
that it contains and reveals information subject to the attorney-
client and work product privileges.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, discloses that in order to respond fully
and substantively to the Examiner's Cash Collateral Report, the
Debtors had divulged a substantial amount of attorney-client
communications between them and their counsel.

Mr. Collins further states that if the reply is not filed under
seal, parties with adverse interests to the estates will have the
benefit of information that courts deem "worthy of the maximum
legal protection," citing In re Rorer, 32 F.3d 851, 862 (3d. Cir.
1994).

In support of the Debtors, the Official Committee of Unsecured
Creditors tells the Court that it has reviewed the Motion to
Seal, and agrees with the Debtors' arguments with respect to
keeping under seal the Cash Collateral Report and the Debtors'
Reply.  However, it believes that those documents should be
maintained under seal for a limited period of four months.  After
that period, the Committee says that only isolated portions of
the Report and the Reply may remain under seal, based on the
status of the case.

According to the Committee, maintenance of the Cash Collateral
Report and the Debtors' Reply is in the best interests of the
estates, since it allows the Debtors to continue their efforts
towards completing a liquidation plan for their bankruptcy cases,
without having to expend resources in dealing with issues that
may arise as a result of the public disclosure of the documents.

The Committee discloses that the Cash Collateral Report and the
Debtors' Reply contain conflicting factual information, and
believes that it is not in the best interests of the estates to
publicly disclose the documents until those discrepancies have
been resolved.

Additionally, since the Cash Collateral Report is a first interim
report, the Committee insists that it is necessary to keep those
documents under seal until the Examiner completes its
investigations and issues a final report.

In a separate pleading, the Examiner seeks the Court authority to
file under seal its limited response to the Debtors' Motion to
Seal.  It explains that it seeks to protect the Debtors and
maintain attorney-client privileges between the Debtors and their
counsel.

                       U.S. Trustee Objects

The United States Trustee objects to the Debtors' Motion to Seal,
stating that the Debtors have failed to identify specific
communications that they contend are privileged, and instead
argue broadly that the entire Report should be maintained under
seal.

Although the U.S. Trustee does not dispute that some information
in the Report or the Reply may have a valid claim of privilege,
it argues that the Debtors provide no authority for their request
to treat the documents as privileged.

The U.S. Trustee asserts that there is a significant public
interest in allowing the public to access the non-privileged
portions of the documents, and asks the Court to deny the Motion
to seal.

As reported in the Troubled Company Reporter on Dec. 6, 2007, the
Debtors asked the Court to maintain under seal the first
interim report of Michael J. Missal, Court-appointed examiner,
filed on Nov. 21, 2007.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Del., stated that the Cash Collateral Report
contains information subject to attorney-client and attorney work
product privileges.  

As reported in the Troubled Company Reporter on Oct. 24, 2007,
any report filed by the examiner will be filed initially under
seal, with copies to the Debtors, the Official Committee of
Unsecured Creditors, and the Office of the United States Trustee.
The Creditors Committee and the U.S. Trustee will maintain and
protect the report's status as under seal, and will not disclose
any information contained in the report.  The examiner's
provision of the report to the Court, the Creditors Committee,
and the U.S. Trustee does not constitute a waiver of the Debtors'
privileges or protection with respect to the information.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expires on Jan. 23, 2008. (New
Century Bankruptcy News, Issue No. 29; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEXEN INC: Says Reports on Break Up of Business are Incorrect
-------------------------------------------------------------
Nexen Inc. said Friday that media reports regarding the break up
or sale of parts of the company are incorrect.

Various reports had said that hedge funds and investors are
forcing Nexen to sell or break out parts of its business due to
unsatisfactory performance last year.  Among the hedge funds
campaigning for the sale are Salida Capital Corporation and
Halcyon Asset Management, the reports say.  Company management
remain unyielding to the said pressures, the reports relate.

"We are not being pressed to sell or break out parts of our
business and we have not received any letters to that effect,"
said Charlie Fischer, Nexen's President and CEO.  "I was surprised
to read reports in the media that a campaign is underway to break
up the company as I would have expected we would be among the
first to know."

"Reports that our stock price does not reflect the value of our
underlying assets are not news.  We have frequently advised our
shareholders and the investment community that the full value of
our assets is not being recognized by the market and we have
disclosed our plans to unlock that value," continued Mr. Fischer.

"Our Long Lake oilsands project is scheduled to commence mid-year
and production of premium synthetic crude at a significant cost
advantage to competing technologies will ramp-up over a 12 to 18
month period after initial start-up of the upgrader.  Our Buzzard
project in the UK North Sea is world class.  We are focused on
maintaining the improved reliability and higher production rates
we have recently achieved at Buzzard.  In the Gulf of Mexico, we
have built value with an enviable resource base and we plan to
create additional value this year through our deep-water
exploration program.  Offshore West Africa, the development of our
exciting Usan discovery is progressing well towards formal
sanctioning in the near future.  In addition, we have no fixed
price hedges or caps in place allowing us to benefit fully from
high commodity prices."

"We expect to grow our net production by between 8% and 10% this
year," said Mr. Fischer.  "We delivered significant production
growth and value for our shareholders last year, but we fell short
of expectations largely as a result of delays in the ramp-up of
Buzzard and in the start-up of Long Lake.  While it is not unique
in today's environment for the completion of some of our major
development projects to take longer than expected, the significant
value that these projects will deliver to our shareholders has not
changed."

               Ontario Teachers' Board Sells Stake        

Nexen revealed in a filing with the Securities and Exchange
Commission that the Ontario Teachers' Pension Plan Board on
Jan. 8, 2008, sold 1,000,000 Shares at a price of CAD33 per Share
on the Toronto Stock Exchange.

Teacher's Board owns 52,677,672 shares with sole voting power,
representing about 9.97%.

The company said that this transaction caused Teachers' beneficial
ownership of shares to fall below 10%, hence certain of Teachers'
rights under the acquisition agreement are no longer in effect,
including: (i) election or appointment to its board of directors
nominees submitted by Teachers' Board and (ii) Teachers' no longer
may exercise the demand registration rights it was granted
pursuant to the acquisition agreement.

Ontario Teachers' Pension Plan Board is an Ontario, Canada
corporation, the principal business of which is the administration
of a pension plan and management of a pension fund for Ontario
teachers.

                         About Nexen Inc.

Nexen Inc. -- http://www.nexeninc.com/-- is an independent,  
Canadian-based global energy company, listed on the Toronto and
New York stock exchanges under the symbol NXY.  It is positioned
for growth in the North Sea, deep-water Gulf of Mexico, the
Athabasca oil sands of Alberta, the Middle East and offshore West
Africa.  It boasts of its full-cycle oil and gas exploration and
development and leadership in ethics, integrity and environmental
protection.


NOMURA ASSET: Moody's Junks 17 Tranches' Ratings on Delinquency
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 25 tranches
and has placed under review for possible downgrade the ratings of
20 other tranches from 3 deals issued by Nomura Asset Acceptance
Corporation, Alternative Loan Trust and 1 deal issued by Nomura
Home Equity Loan, Inc., Home Equity Loan Trust in 2007.  
Additionally, 3 of the downgraded tranches remain on review for
possible further downgrade.  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: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2007-1

  -- Cl. I-M-1, Currently Aa2 on review for possible downgrade,

  -- Cl. I-M-2, Currently Aa3 on review for possible downgrade,

  -- Cl. I-M-3, Downgraded to B1, previously A2,

  -- Cl. I-M-4, Downgraded to B3, previously A3,

  -- Cl. I-M-5, Downgraded to Caa2, previously Baa1,

  -- Cl. I-M-6, Downgraded to Caa3, previously Baa2,

  -- Cl. II-M-1, Currently Aa1 on review for possible
     downgrade,

  -- Cl. II-M-2, Currently Aa2 on review for possible   
     downgrade,

  -- Cl. II-M-3, Currently Aa3 on review for possible
     downgrade,

  -- Cl. II-M-4, Downgraded to B3, previously A1,

  -- Cl. II-M-5, Downgraded to Caa1, previously A2,

  -- Cl. II-M-6, Downgraded to Caa2, previously A3,

  -- Cl. II-M-7, Downgraded to Ca, previously Baa1,

  -- Cl. II-M-8, Downgraded to C, previously Baa3.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2007-2

  -- Cl. A-6, Currently Aaa on review for possible downgrade,
  -- Cl. A-7, Currently Aaa on review for possible downgrade,
  -- Cl. M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. M-2, Downgraded to Ba2, previously A2,
  -- Cl. M-3, Downgraded to B2, previously Baa1,
  -- Cl. M-4, Downgraded to Caa2, previously Baa2,
  -- Cl. M-5, Downgraded to Caa3, previously Baa3.

Issuer: Nomura Asset Acceptance Corporation, Alternative Loan
        Trust, Series 2007-3

  -- Cl. M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. M-2, Downgraded to B3, previously A1,
  -- Cl. M-3, Downgraded to Caa2, previously A3,
  -- Cl. M-4, Downgraded to Caa3, previously Baa1,
  -- Cl. M-5, Downgraded to C, previously Baa2.

Issuer: Nomura Home Equity Loan, Inc. Home Equity Loan Trust,
        Series 2007-1

  -- Cl. II-1-A, Currently Aaa on review for possible   
     downgrade,

  -- Cl. II-2-A-1A, Currently Aaa on review for possible
     downgrade,

  -- Cl. II-2-A-1B, Currently Aaa on review for possible
     downgrade,

  -- Cl. II-2-A-2, Currently Aaa on review for possible
     downgrade,

  -- Cl. II-2-A-3, Currently Aaa on review for possible
     downgrade,

  -- Cl. II-2-A-4A, Currently Aaa on review for possible
     downgrade,

  -- Cl. II-2-A-4B, Currently Aaa on review for possible
     downgrade,

  -- Cl. II-M-1, Downgraded to Baa1 on review for possible
     further downgrade, previously Aa1,

  -- Cl. II-M-2, Downgraded to Baa3 on review for possible
     further downgrade, previously Aa2,

  -- Cl. II-M-3, Downgraded to Ba3 on review fro possible
     further downgrade, previously Aa3,

  -- Cl. II-M-4, Downgraded to Caa2, previously A1,

  -- Cl. II-M-5, Downgraded to Ca, previously A2,

  -- Cl. II-M-6, Downgraded to C, previously A3,

  -- Cl. II-M-7, Downgraded to C, previously Baa1,

  -- Cl. II-M-8, Downgraded to C, previously Baa3,

  -- Cl. I-A-4, Currently Aaa on review for possible downgrade,

  -- Cl. I-M-1, Currently Aa2 on review for possible downgrade,

  -- Cl. I-M-2, Downgraded to B1, previously A2,

  -- Cl. I-M-3, Downgraded to Caa3, previously Baa2.


PASCACK VALLEY: Fitch Holds and Withdraws Rating on $50.8MM Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn the 'CC'
rating on Pascack Valley Hospital Association's $50.8 million
series 2003, and $26.6 million Series 1998 bonds.

Pascack Valley Hospital Association filed for Chapter 11
bankruptcy on Sept. 24, 2007.  The rating is withdrawn because,
the hospital ceased operations as an acute care hospital on Nov.
21.  Fitch will no longer provide ratings coverage for this
obligor.


PATTY HAYES: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Patty J. Hayes
        aka Patty J. Flynt
        422 Diana Court
        Highland Heights, OH 44143-1586

Bankruptcy Case No.: 08-10217

Chapter 11 Petition Date: January 14, 2008

Court: Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Kenneth J. Freeman, Esq.
                  515 Leader Building
                  526 Superior Avenue
                  Cleveland, OH 44114-1903
                  Tel: (216) 771-9980
                  Fax: (216) 771-9978

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America                Credit Card           $26,133
P.O. Box 26012
Nc4-105-03-14
Greensboro, NC 27420

Chase                          Credit Card           $5,614
800 Brooksedge Boulevard
Westerville, OH 43081

Dominion East Ohio             Utility service       $3,000
P.O. Box 26785
Richmond, VA 23261-6785

Revenue Group                  Med1 02 University    $50
                               Suburban Health


PERFORMANCE DISTRIBUTION: Case Summary & 18 Largest Creditors
-------------------------------------------------------------
Debtor: Performance Distribution System, Inc.
        P.O. Box 998
        Meridian, ID 83680-0998

Bankruptcy Case No.: 08-00064

Chapter 11 Petition Date: January 14, 2008

Court: District of Idaho (Boise)

Debtor's Counsel: Joseph M. Meier, Esq.
                  Cosho Humphrey, L.L.P.
                  P.O. Box 9518
                  800 Park Boulevard, Suite 790
                  Boise, ID 83707-9518
                  Tel: (208) 344-7811
                  Fax: (208) 338-3290

Total Assets: $951,896

Total Debts:  $2,364,740

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       Taxes                 $344,817
550 West Fort Street,
M.S.C. 041
Boise, ID 83724
Tel: (208) 387-2820

Tepco Premium Finance          Unpaid loan           $171,927
P.O. Box 1927
Spokane, WA 99219

Don Waters                     Stock redemption      $167,000
2940 Garden                    agreement
Boise, ID 83705

Syringa Bank                   Credit line; value of $153,152
                               security: $33,000

                                                     $21,238

Eric Lichte                    Lease                 $138,044

Aaron Lydia                    Lease                 $124,735

United Oil                     Fuel bill             $51,914

Wells Fargo                    business line         $45,085

Sprint                         Phone bill            $24,622

Northwest Auto Parts                                 $24,260
Distribution Parts

Cascadia International         Collection for        $23,974
                               statement

Elan Card Member Services      Business Visa         $23,225

Department of Labor & Indust   Warrant No.           $18,489
Collections                    0221877 for unpaid
                               industrial
                               insurance taxes

Employment Security Department for 2nd and 3rd       $15,736
                               Quarters 2007

Southwest Trailer              Unpaid lease debt     $14,511

Capitol Law Group, P.L.L.C.    2007 Legal bills      $13,710

Great American Insurance       Unpaid insurance      $11,343

Roberts Motor Co. (Trent)                            $11,224


PETROLEUM DEVELOPMENT: Moody's Rates $250MM Notes Offering at B3
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
Petroleum Development Corporation, a B3 (LGD 5; 77%) rating to its
pending $250 million offering of senior unsecured notes, a B2
Probability of Default Rating, and an SGL-3 Speculative Grade
Liquidity Rating.  The rating outlook is stable.  PDC is a small
oil and gas exploration and production firm producing in the
Wattenberg Field (Denver-Julesburg Basin) and Grand Valley Field
(Piceance Basin), each in the Rocky Mountains, and in the Michigan
and Appalachian Basins.  Note proceeds will repay approximately
$200 million in secured bank debt.  The rating outlook is stable.

The notes will be contractually subordinated to borrowings on an
unrated $295 million 3-year senior secured bank revolver with a
borrowing base recently increased to $295 million.  After the note
offering, the borrowing base will be reduced to $220 million,
which would be undrawn and available to fund expected heavy
capital spending in excess of cash flow.

The debt ratings reflect PDC's adequate reserve scale for the
rating, historically sound funding policies, and operational
performance, tempered by Moody's expectation that already full
leverage, reserve replacement costs, and total full-cycle costs
are likely to increase significantly.  The ratings also reflect
leverage and structural risk uncertainty attendant to PDC's plan
to launch a master limited partnership (MLP) this year; execution
and reinvestment risk in its proportionately large recent
acquisitions that contained high proportions of non-producing
reserves; acquisition risk as PDC conducts a much more aggressive
growth strategy than in the past; and PDC's small production
scale.  However, though of small production scale, PDC has a long
reserve life.

The SGL-3 rating reflects expected substantial use of PDC's $220
million secured revolver to fund capital spending in excess of
cash flow, balanced by adequate committed undrawn revolver
capacity and adequate covenant flexibility to both fund the
capital program and absorb cash flow shortfalls if natural gas
prices weaken.

More specifically, the ratings are supported by PDC's long history
of running successful comparatively shallow drilling programs in
price and cost sensitive tight gas sands and shales of low
productivity but low geologic risk; continuation of that strategy
in its newer core areas; positive production trends; initial
conservative leverage on proven developed (PD) reserves; seasoned
management; a durable PD reserve life; the targeting of the
majority of its drilling inventory across five known producing
basins; and adequate pro-forma liquidity.

The ratings are restrained by PDC's relatively small PD reserve
and production scale; high leverage on total reserves (Debt plus
SFAS 69 Capex divided by proven reserves); expected higher
leverage on PD reserves as capital spending as Moody's expect
capital outlays to well exceed cash flow; a high proportion of
reserves in the higher risk PUD category that also requires
substantial development capital spending; substantial exposure to
regionally lower Rocky Mountain natural gas prices (partly
mitigated by hedging and firm pipeline capacity); expected reduced
revenue coverage of full-cycle costs as Moody's expect reserve
replacement costs to well-exceed PDC's three-year average.

PDC's potential formation of an MLP creates uncertainty concerning
the pro-forma reserve risk mix between the parent and the MLP,
pro-forma consolidated leverage, and leverage at each entity.  
Essentially any proceeds upstreamed to the parent from the MLP, or
its precursor limited liability company, from asset drop downs to
the MLP/LLC, borrowings at the MLP/LLC, or an initial public
offering of MLP would need to be used for parent debt reduction
and not stock buybacks to avoid increased leverage.

Pro-forma leverage on PD reserves would be approximately $5.30/PD
Boe and leverage (including future FAS 69 capital spending) on
total reserves would be approximately a high $10.25/Boe on total
proven reserves.  The ratings include Moody's view that these
leverage figures may rise in 2008. Historically, PDC pursued
conservative leverage policies.

PDC has been generating sound unit cash flow cover of reserve
replacement costs, though its replacement costs were temporarily
reduced by PDC's surge in the proportion of PUD reserve bookings.  
PDC's proportion of proven reserves in the higher risk PUD
category jumped from 24% in 2004 to 45% of 2006 reserves pro-forma
for acquisitions.  Given the essentially unfunded nature of PUD
reserves, and their much lower acquisition cost, this temporarily
restrained PDC's reserve replacement costs.  However, forthcoming
capital spending to convert PUD reserves to production will likely
drive reserve replacement costs higher.  PDC will also encounter
higher drilling risk than it has historically as it expands a
portion of its drilling activity to deeper geologic horizons and
in more basins than it has in the past.

PDC's 2006 proven reserves, pro-forma for 2007 acquisitions, are
77 mmboe, of which 45 mmboe is PD reserves.  Currently producing
11,700 boe/day, it expected to average 12,800 boe/day in 2007 and
exit the year at approximately 16,700 boe/day.  PDC expects the
resumption of the Garden Gulch compression facility to boost
Piceance Basin production.

PDC funded a proportionally large $219 million acquisition program
between December 2006 and February 2007 while reducing leverage by
using the proceeds of its mid-2006 sale of undeveloped Piceance
Basin acreage for $354 million (resulting in a $328 million gain).  
It retained 475 undeveloped drilling locations on 10 acre spacing.  
The two largest acquisitions included a $130 million acquisition
of Wattenberg properties from EXCO Resources and a $57 million
acquisition of third party working interests in wells PDC operates
within its sponsored drilling partnerships.  PDC recently acquired
another 8 mmboe of reserves for $53 million.

PDC's oil and gas activities commenced in 1969 in the Appalachian
Basin, with Michigan added in 1997 and the Rocky Mountains added
in 1999.  It also conducts a small natural gas marketing business.  
In 1984, PDC began focusing on raising private investor funds for
sponsored drilling partnership programs on its Appalachian and
later its Michigan properties.   Since 1999, PDC's sponsored
activity has focused on the Rocky Mountains.  PDC acts as operator
for each program, bills investors for its drilling and operating
costs on a cost-plus basis, plus mark-up, and retained 37% working
interests in the 2006 and 2007 programs, up from 30% in 2005 and
20% in prior years.  However, PDC recently announced its plan to
not sponsor future drilling partnership programs.

A high majority of PDC's reserves and production are natural gas.
Reserves are located in the Rockies (79% of reserves and 85% of
production), Appalachian Basin (15% and 9%), and the Antrim Shale
of the Michigan Basin (6% and 6%).  PDC operates roughly 2,700 net
wells, producing an average of 4.5 barrels per day per well.  
Approximately 41% of the Rockies production is in the Wattenberg
Field, 26% in the Piceance Basin, and 15% in the North East
Colorado region of the Wattenberg.  PDC has also commenced
drilling in the Bakken Field of the Western Williston Basin.  
Moody's expects the Rockies proportion of production to increase,
especially with the completion of the Grand Valley gas processing
plant.

Petroleum Development Corporation is headquartered in Bridgeport,
West Virginia.


POPE & TALBOT: Panel Taps Blank Rome as Bankruptcy Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Pope & Talbot
Inc. and its debtor-affiliates' bankruptcy cases, asks the United
States Bankruptcy Court for the District of Delaware for  
permission to retain Blank Rome LLP, as its bankruptcy co-counsel,
nunc pro tunc to Nov. 28, 2007.

The Creditors Committee believes that attorneys at Blank Rome
have broad-based experience and a national reputation in
bankruptcy and reorganization proceedings, according to Committee
Chairman Robert J. Hickey.  

The Creditors Committee will rely on Fried, Frank, Harris,
Shriver & Jacobson LLP, its proposed main counsel, to play the
primary role with respect to the day-to-day representation on its
behalf, while Blank Rome is expected to provide a supporting role
and generally assist Fried Frank where necessary, Mr. Hickey
clarifies.

The Debtors will pay Blank Rome's contemplated services to be
rendered to the Creditors Committee based on the firm's customary
hourly rates:

        Professional               Hourly Rate
        ------------               -----------
        Partners and Counsel       $300 - $675
        Associates                 $245 - $475
        Paralegals                 $105 - $280
        
Three Blank Rome professionals are presently expected to have
primary responsibility for providing services to the Creditors
Committee:

        Professional               Hourly Rate
        ------------               -----------
        Bonnie Glantz Fatell           $600
        Jason W. Staib                 $425
        Christina J. Wang              $265

Blank Rome will also be paid for reasonable expenses it incurs in
connection with its representation of the Creditors Committee.
                                                                                 
Blank Rome will work with co-counsel, Fried Frank, to undertake
every effort to avoid duplication of services, Mr. Hickey tells
the Court.

Bonnie Glantz Fatell, a partner of Blank Rome, 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.  
The Official Committee of Unsecured Creditors selected Fried,  
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

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

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


POPE & TALBOT: Panel Selects Jefferies & Co. as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Pope & Talbot
Inc. and its debtor-affiliates' bankruptcy cases, seeks the
authority of the U.S. Bankruptcy Court for the District of
Delaware, to retain Jefferies & Company Inc. as its financial
advisor, nunc pro tunc to Nov. 29, 2007.

Committee Chairman David Roberts relates that Jefferies is as an
investment banking firm that has extensive experience in the
reorganization and restructuring of troubled companies, both out-
of-court and in Chapter 11 proceedings.  

Jefferies will coordinate with the other bankruptcy professionals
in the Debtors' bankruptcy cases, to eliminate unnecessary
duplication of work, Mr. Roberts says.

As the Committee's financial advisor, Jefferies is expected to:

   * become familiar with, to the extent the Creditors Committee
     or Jefferies deems appropriate, and analyze the business,
     operations, assets, financial condition and prospects of the
     Debtors;

   * assist and advise the Creditors Committee in examining and    
     analyzing any potential or proposed strategy for
     restructuring or adjusting the Debtors' outstanding
     indebtedness or overall capital structure;

   * assist and advise the Creditors Committee in evaluating and   
     analyzing the proposed implementation of any restructuring,
     including the value of the securities, if any, that may be
     issued under any plan; and

   * render other financial advisory services as may be agreed
     upon, from time to time, by the Creditors Committee and
     Jefferies, including providing expert testimony, and other
     expert and financial advisory support related to any
     threatened, expected, or initiated litigation.

For the services contemplated to be rendered by Jefferies, the
Debtors will pay the firm:

   (i) an initial monthly fee of $200,000 from Nov. 29, 2007,
       until Jan. 31, 2008; and

  (ii) a monthly fee of $100,000 for the period from Feb. 1, 2008,       
       until the expiration or termination of a letter of
       agreement between the Creditors Committee and Jefferies.

A transaction fee is also proposed to be awarded to Jefferies,
consisting of the greater of:

   (i) $500,000, payable in the event the Creditors Committee
       supports the Debtors' Plan of Reorganization;

  (ii) 1% of any recoveries by unsecured creditors in the
       Debtors' bankruptcy cases -- subject to a cap of
       $1,750,000; or

(iii) $1,750,000, payable without reference to unsecured
       creditors' recoveries,

but payable without reference to unsecured creditors' recoveries.

In addition to any fees that may be paid to Jefferies, the
Creditors Committee agrees to seek Court authorization to cause
the Debtors to pay all Court-approved out-of-pocket expenses.

Thomas C. Carlson, managing director of Jefferies, 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.  
The Official Committee of Unsecured Creditors selected Fried,  
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

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

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


PROPEX INC: Moody's Cuts Corp. Family Rating to Caa2 from Caa1
--------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Propex,
Inc.: corporate family and probability of default, each to Caa2
from Caa1, senior secured first lien to B3 from B2 and senior
unsecured to Caa3 from Caa2.  Moody's also placed these ratings on
review for further downgrade because of the continuing non-
compliance with the leverage covenants of the senior secured bank
credit facility and the uncertainty of how Propex will resolve
this Event of Default under the Credit Agreement.  The speculative
grade liquidity rating is unchanged at SGL-4.

The downgrades were prompted by Propex' inability to timely secure
relief from the covenant breach, first disclosed on
Oct. 26, 2007.  Moody's believes that the enterprise value of
Propex may be pressured lower, mainly because of continuing weak
demand for the company's products, which could stress already weak
earnings and operating cash flow.  This could complicate the
company's efforts to resolve the default condition and to regain
access to the revolving credit.

The Caa2 corporate family rating reflects Moody's belief that the
probability of default has increased as more than 75 days have
passed with no resolution of the Event of Default.  The Caa3
senior unsecured rating reflects Moody's expectation that
noteholders could receive less than a full recovery in a
negotiated debt restructuring.  The current weak fundamentals of
the company's core North American product markets are likely to
limit improvements in earnings and operating cash flows to levels
that would ensure adequate coverage of debt service obligations
beyond the near term.

All ratings remain on review for further downgrade because of the
uncertain resolution of the ongoing Event of Default.  The review
will focus on Propex' plans for stabilizing its capital structure,
including its ability to regain access to a revolving line of
credit.

Issuer: Propex Inc.

Downgrades:

  -- Corporate Family Rating, Downgraded to Caa2 from Caa1

  -- Probability of Default Rating, Downgraded to Caa2 from
     Caa1

  -- Senior Secured Bank Credit Facility, Downgraded to B3 from
     B2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Caa3 from Caa2

Loss Given Default Assessments:

  -- Senior Secured Bank Credit Facility, Changed to 28 - LGD2
     from 29 - LGD2

Outlook Actions:

  -- Outlook, Changed To Rating Under Review From Stable

Propex Inc., based in Chattanooga, Tennessee is the world's
largest independent producer of primary and secondary carpet
backing and a leading manufacturer and marketer of woven and non-
woven polypropylene.


PSYCHIATRIC SOLUTIONS: Earns $20.3 Million in 2007 Third Quarter
----------------------------------------------------------------
Psychiatric Solutions Inc. reported net income of $20.3 million
for the third quarter ended Sept. 30, 2007, compared with net
income of $15.5 million in the same period in 2006.

Income from continuing operations was $20.8 million for the third
quarter of 2007, up 33.2% from $15.6 million for the third quarter
of 2006.

Total revenue grew 58.5% to $402.0 million during the third
quarter from $253.7 million for the third quarter of 2006.
Same-facility revenue increased 8.3% to $254.7 million compared to
the same period in 2006.  Growth in same-facility revenue was
primarily driven by a 6.9% increase in same-facility revenue per
patient day as well as 1.5% growth in same-facility patient days.

Consolidated adjusted EBITDA increased 61.8% to $68.9 million for
the third quarter, reflecting a 17.1% margin.  Same-facility
adjusted EBITDA margin expanded 150 basis points to 21.6% compared
to 20.1% during the third quarter of 2006.  Adjusted EBITDA margin
for all facilities was 19.8%, down slightly compared to the third
quarter of 2006 primarily as a result of the acquisition of a
large number of lower margin facilities within the last twelve
months.  

Joey Jacobs, chairman, president and chief executive officer of
PSI, stated, "Our results for the third quarter and first nine
months of 2007 confirm our strength in operating new and existing
inpatient facilities efficiently while providing high quality care
to patients with mental illness.  In a highly fragmented industry
experiencing rising demand and limited capacity, PSI is positioned
to produce further significant profitable growth and improved
stockholder value in the years ahead."

                 Liquidity and Capital Resources

Working capital at Sept. 30, 2007 was $145.7 million, including
cash and cash equivalents of $22.4 million, compared to working
capital of $103.3 million, including cash and cash equivalents of
$18.6 million, at Dec. 31, 2006.

At Sept. 30, 2007, the company had total long-term debt of
$1.17 billion and lease and other obligations of $88.8 million.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.17 billion in total assets, $1.45 billion in total liabilities,
$4.4 million in minority interest, and $719.3 million in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2702

                   About Psychiatric Solutions

Headquartered in Franklin, Tenn., Psychiatric Solutions Inc. --  
(NASDAQ: PSYS) -- http://www.psysolutions.com/-- offers an  
extensive continuum of behavioral health programs to critically
ill children, adolescents and adults and operates owned or leased
freestanding psychiatric inpatient facilities with approximately
10,000 beds in 31 states, Puerto Rico and the U.S. Virgin Islands.
PSI also manages freestanding psychiatric inpatient facilities for
government agencies and psychiatric inpatient units within
medical/surgical hospitals owned by others.

                          *     *     *

Psychiatric Solutions Inc. still carries Moody's Investors
Service's B1 long term corporate family rating which was last
placed on June 16, 2005.  Outlook is Stable.


SOLIDUS NETWORKS: Appoints New Board of Directors
-------------------------------------------------
Solidus Networks Inc., dba Pay By Touch, disclosed a new board of
directors: Art Petrie, chairman; Eula Adams, John Morris, John
Rogers, and Robert Sigler.

The new board is overseeing the structuring of a new executive
team.  Tom Lumsden serves as chief restructuring officer,
directing activities at Solidus Networks.  Eula Adams continues as
COO, Robert Sigler continues as CFO, and John Rogers, founder of
the company, now functions in a non-employee director role only.

The board is steering the company through the voluntary filing in
bankruptcy under Chapter 11, which occurred in mid-December. They
are executing against a robust reorganization plan that includes
streamlined operations to develop both investment and acquisition
opportunities.

The new operating plan is in connection with a financing agreement
made with the company's senior lenders upon entry into bankruptcy,
where the company agreed to meet various milestones.

Several of the company's non-core subsidiaries such as Paycheck
Secure, ATM Direct, and Payment Solutions continue to operate
under the protection of the bankruptcy court, and are being
marketed for acquisition.  Core subsidiaries not part of the
bankruptcy filing include Loyalty Acquisition dba Capture Resource
and S&H Marketing Services dba S&H Greenpoints.

As part of the process of focusing the direction of the company on
biometric authentication, payments and personalized marketing,
activities supporting healthcare, government, online and new
international, other than the company's existing implementations
with Citibank in Singapore, have been suspended.  Headcount has
been reduced, facilities have been combined, and other cost-
cutting measures have been implemented.

The new board also confirmed the engagement of Jefferies & company
to serve as investment banker to lead communications with
potential investors and structure a transaction that will present
the highest value result through the bankruptcy process.

The company maintains its patent portfolio and technology platform
to serve biometric authentication and payments covering existing
applications well as potential future applications in the
financial, online, healthcare, gaming and international segments.

All core and non-core businesses, including consumer biometric and
loyalty transactions, continue business as usual.

"We have seen Solidus Networks through a lot of changes, and we
remain committed to Pay By Touch because it has the unique
potential to actually change how the world transacts," Art Petrie,
chairman of the board, said.  "We have a solution that is
customized and simple for consumers, economical and brand-building
for retailers, and helps Consumer Packaged Goods companies build
loyalty more efficiently."

                   About Solidus Networks Inc.

Headquartered in Culver City, California, Solidus Networks Inc.
dba Pay By Touch -- http://www.paybytouch.com/-- is a biometric  
authentication, personalized marketing and payment solutions.  To
date, patented Pay By Touch(TM) biometric services have enabled
over 4 million shoppers in the U.S., Europe and Asia to quickly
and securely use a finger scan to access personalized offers, make
purchases, and cash checks at more than 2,600 locations
nationwide.  Founded in 2002, Pay By Touch holds more than 60
issued patents and 175+ pending patents worldwide on secure,
convenient and cost-effective transaction solutions.  

Gregg Eyman, James C. Lee and Laura Schoep Lee filed an
involuntary Chapter 11 petition on Oct. 31, 2007, (Bankr. C.D.
Calif. Case Number. 07-20027)  Robert M. Yaspan, Esq. of the Law
Offices of Yaspan & Thau represents the petitioner in filing
bankruptcy for the Debtor.


SOTHEBY'S: Inks $370 Mil. York Property Buyback Deal With RFR
-------------------------------------------------------------
Sotheby's has entered into a $370 million contract to re-acquire
its headquarters at 1334 York Avenue in New York City, from an
affiliate of RFR Holding Corp., the auction house disclosed
Monday in a regulatory filing with the Securities and Exchange
Commission.

Under the contract, the company also agreed to give the
principals of RFR certain terms for future sales of works of art
at Sotheby's auctions.

The company intends to finance the purchase price through the
assumption of an existing $235 million mortgage on the York
Property (which bears interest at an annual rate of approximately
5.6%), and a combination of available cash resources and possible
future borrowings.

The company has made an upfront payment to the seller of
$50 million, and the closing of the sale will take place not later
than July 1, 2009, nor earlier than April 1, 2008.  The closing of
the sale of the York Property will resolve all open issues between
the company and RFR relating to the York Property.

To permit the consummation of the transaction, including the
assumption of the existing $235 million mortgage on the York
Property, the company amended its senior secured credit agreement
with an international syndicate of lenders arranged by Banc of
America Securities LLC.

                          York Property

On Feb. 7, 2003, Sotheby's sold the York Property to an affiliate
of RFR.  In conjunction with that sale, the company leased the
York Property back from RFR for an initial 20-year term, with
options to extend the lease for two additional 10-year terms.

The Wall Street Journal relates that RFR bought the building for
$175 million.

According to WSJ, when RFR put the building up for sale last year,
Sotheby's balked and asserted its right of first refusal to buy
back the property.  Both parties resorted to an amicable
settlement later, WSJ says.

                         About Sotheby's

Headquartered in New York City, Sotheby's is one of the two
largest auction houses in the world.  Total revenues for the
fiscal year ended Dec. 31, 2006 were nearly $665 million.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2007,
Moody's Investors Service upgraded Sotheby's corporate family
rating to Ba2 from Ba3; probability of default rating to Ba2
from Ba3; and senior unsecured notes rating to Ba3 (LGD5-84%)
from B2 (LGD6- 90%).  The outlook is stable.


STREETLIGHT INTELLIGENCE: Stock Drop Cues Appointment of New CEO
----------------------------------------------------------------
Streetlight Intelligence Inc. said Monday that despite progress in
gaining technical acceptance and market awareness with many
potential users of the corporation's product, these achievements
have not prevented the drop in the trading price of the
corporation's common shares in the last few months.

The board of directors believes that while year-end tax related
selling has had some negative impact on the common share trading
price, it is clear to the board of directors that shareholders and
the market place are disappointed by the lack of progress by the
corporation in achieving significant sales to date.  In order to
face these challenges the corporation announces restructuring of
management and operations.

The board of directors has decided to boost its management team
with the appointment of Mr. Vince Krynski, of Calgary, Alberta, as
new Chief Executive Officer, effective immediately.  Mr. Krynski
will replace Donald A. Cleland who remains committed to the
corporation and will continue as President.  Mr. Martin A.
Winstanley, Executive Vice President, has resigned and will remain
as a director.  The board of directors has given Mr. Krynski the
mandate and will give him the necessary support to move the
corporation forward to economic recovery.

Mr. Krynski, age 52, has broad experience in creating, managing
and building shareholder value in small and mid size high-growth
manufacturing and technology businesses.  In 1980, Mr. Krynski
founded and was the President and Chief Operating Officer of HTI
Canada Ltd., an oilfield production equipment supply company.  
This company started with US technology and adapted it to the
Canadian heavy oilfields.  HTI's technology advances were well
accepted in Canada.  HTI was sold in 1994 to Kvaerner Process
Systems Inc. with the intent of taking the technology
international.  In 1989, Mr. Krynski co-founded and was the
President and Chief Operating Officer of Dyad Holdings Ltd.  One
of this company's main holdings, Dyad Data Services, became a
Calgary leader in the management and storage of geophysical data.  
Dyad Data Services was sold to Ausdoc Group Limited, an
international data management and transport company based in
Australia, in 1999.

In 1990, Mr. Krynski co-founded Ceramic Protection Corporation, an
advance ceramics technology company manufacturing wear products
and ceramic ballistics protection products for personal and
vehicle protection.  CPC's customers included Ford Motors, police
forces and international users of ballistic protection systems.  
CPC is listed on the TSX Venture Exchange. During the years of
CPC, Mr. Krynski acted in various capacities including Chief
Executive Officer and Vice President, Corporate Development and
continued as a director until October 2006.  Mr. Krynski also has
a background in venture capital.

In 2000, Mr. Krynski co-founded Foundary Ventures, an investment
partnership investing in early stage technology in advanced
manufacturing companies.  In June 2004, Mr. Krynski also co-
founded Fulcrum Capital Inc. Fulcrum merged in January 2006 to
form Macro Enterprises Inc., a pipeline and facilities
construction and services company listed on the Toronto Stock
Exchange and serving the oil and natural gas industry in Northern
Canada.  Mr. Krynski currently serves on the board of directors of
this corporation.

The board of directors believes that Mr. Krynski's background
exemplifies leadership experience and provides an indication of
the diverse skills he will contribute to the corporation moving
forward.

In connection with Mr. Krynski's appointment, the board of
directors has granted Mr. Krynski an option to purchase up to and
including 500,000 common shares of the Corporation, of which
300,000 common shares have an exercise price of $0.50 per common
share and 200,000 common shares have an exercise price of $0.75
per common share.  The options shall expire five (5) years from
the date of grant and shall vest as to 150,000 common shares
immediately and the balance subject to completion of certain
performance criteria.

In addition, the corporation has also implemented costs saving
measures with an attempt to reduce monthly expenses by over 50%.  
The corporation is continuing to attempt to complete the
previously announced $3 million private placement and, as evidence
of the confidence in its future success, various members of the
board of directors, and other insiders are intending to subscribe
to the private placement offering which is anticipated to close
prior to the end of January 2008.

                About Streetlight Intelligence

Streetlight Intelligence Inc. (TSX VENTURE: SLQ) --
http://www.StreetlightIQ.com/-- designs, manufactures and markets  
products and services for the street light industry.  STI's
proprietary Lumen IQTM technology allows street lights to be
remotely turned on/off or dimmed at specified times, which results
in significant energy savings and reductions in greenhouse gas
emissions and light pollution.  The Lumen IQTM network also
immediately identifies malfunctioning street lights allowing
substantial maintenance cost savings.


STRUCTURED ADJUSTABLE: Moody's Junks Ratings on Five Tranches
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 9 tranches and
placed under review for possible downgrade the ratings of 18
tranches from 6 deals issued by Structured Adjustable Rate
Mortgage Loan Trust 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 also applied
its published methodology updates to the non delinquent portion of
the transactions.

Complete list of rating actions:

Issuer: Structured Adjustable Rate Mortgage Loan Trust, Series
        2007-1

  -- Cl. 1A-2, Currently Aaa on review for possible downgrade,
  -- Cl. M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. M-2, Currently Aa3 on review for possible downgrade.

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-2

  -- Cl. 1-A3, Currently Aaa on review for possible downgrade,
  -- Cl. M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. M-2, Currently Aa3 on review for possible downgrade.

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-3

  -- Cl. 1-A2, Currently Aaa on review for possible downgrade,
  -- Cl. M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. M-2, Currently Aa3 on review for possible downgrade,
  -- Cl. M-3, Downgraded to Ba3, previously A1,
  -- Cl. M-4, Downgraded to B2, previously A2,
  -- Cl. M-5, Downgraded to B3, previously A3,
  -- Cl. M-6, Downgraded to Caa2, previously Baa2,
  -- Cl. M-7, Downgraded to Caa3, previously Baa3.

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-4

  -- Cl. 1-A4, Currently Aaa on review for possible downgrade,
  -- Cl. M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. M-2, Currently Aa3 on review for possible downgrade,
  -- Cl. M-3, Downgraded to B3, previously A2,
  -- Cl. M-4, Downgraded to Caa1, previously A3,
  -- Cl. M-5, Downgraded to Caa2, previously Baa2,
  -- Cl. M-6, Downgraded to Caa3, previously Baa3.

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-5

  -- Cl. 1-A3, Currently Aaa on review for possible downgrade,
  -- Cl. M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. M-2, Currently Aa3 on review for possible downgrade.

Issuer: Structured Adjustable Rate Mortgage Loan Trust 2007-7

  -- Cl. M-1, Currently Aa1 on review for possible downgrade,
  -- Cl. M-2, Currently Aa2 on review for possible downgrade,
  -- Cl. M-3, Currently Aa3 on review for possible downgrade.


SUNCOM WIRELESS: Posts $5.1 Million Net Loss in 2007 3rd Quarter
----------------------------------------------------------------
SunCom Wireless Holdings Inc. reported a net loss of $5.1 million
on total revenue of $239.9 million for the third quarter ended
Sept. 30, 2007, compared to a net loss of $40.5 million on total
revenue of $219.1 million in the same period in 2006.

Adjusted EBITDA was $46.7 million for the quarter compared with
$30.2 million in the third quarter of 2006, while Adjusted EBITDA
margin expanded to 21.2% from 15.5% in the third quarter of 2006.

Third quarter 2007 Adjusted EBITDA included a $2.1 million non-
recurring refund from the Universal Service Administrative Company  
and approximately $1.3 million of legal and other expenses related
to the merger agreement with T-Mobile.  Cash flows provided by
operations were $64.2 million for the three months ended Sept. 30,
2007, compared with cash used by operations of $5.7 million for
three months ended Sept. 30, 2006.

Service revenue for the quarter was $199.5 million compared with
$171.1 million in the third quarter of 2006.  The increase in
service revenue was the result of sharply higher average revenue
per user and a greater number of subscribers compared with the
third quarter of 2006.  

Roaming revenue decreased 14% to $20.1 million from $23.5 million
in the third quarter of 2006, which reflects the decline in
roaming volumes from the company's largest roaming partner, which
began in July 2007.  

"Our third quarter results reflect our operating strategy to
increase our revenue through high value subscribers while reducing
costs and maintaining subscriber growth," said Michael E.
Kalogris, chairman and chief executive officer of SunCom Wireless.
"We have successfully increased ARPU over the past year while
improving operational efficiencies, which has driven the
improvement in Adjusted EBITDA margin to 21% in the third quarter,
compared with 16% a year ago."

Interest expense in the third quarter of 2007 was $21.5 million
compared with $38.4 million in the third quarter of 2006,
reflecting the elimination of interest expense associated with the
$731.6 million principal amount of subordinated debt exchanged for
equity that was completed on May 15, 2007.

Capital expenditures for the quarter were $9.1 million compared
with $7.3 million a year ago, and the company ended the third
quarter of 2007 with $239.5 million of cash and short-term
investments.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.61 billion in total assets, $1.36 billion in total liabilities,
and $246.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2705

                      About SunCom Wireless

Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc.
(NYSE: TPC) (OTC: SWSH.OB) -- http://www.suncom.com/-- offers     
digital wireless communications services to more than one million
subscribers in the southeastern United States, Puerto Rico and the
U.S. Virgin Islands.  

                          *     *     *

Todate, SunCom Wireless Hodings Inc. carries Standard & Poor's
Ratings Services' B- corporate credit rating which was last placed
on Sept. 17, 2007.


TBW MORTGAGE: Moody's Chips Ratings on Five Tranches to Low-B
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 10 tranches
and has placed under review for possible downgrade the ratings of
2 tranches from 2 deals issued by TBW Mortgage-Backed Trust 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: TBW Mortgage-Backed Trust 2007-1, Mortgage Pass-Through
        Certificates, Series 2007-1

  -- Cl. M-2, Currently Aa2 on review for possible downgrade,
  -- Cl. M-3, Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Baa1, previously A1,
  -- Cl. M-5, Downgraded to Baa2, previously A2,
  -- Cl. M-6, Downgraded to Baa3, previously A3,
  -- Cl. M-7, Downgraded to Ba2, previously Baa1,
  -- Cl. M-8, Downgraded to Ba3, previously Baa2,
  -- Cl. M-9, Downgraded to B2, previously Baa3.

Issuer: TBW Mortgage-Backed Trust 2007-2, Mortgage Pass-Through
        Certificates, Series 2007-2

  -- Cl. M-2, Downgraded to Baa1, previously A2,
  -- Cl. M-3, Downgraded to Baa3, previously Baa2,
  -- Cl. M-4, Downgraded to Ba1, previously Baa3,
  -- Cl. M-5, Downgraded to Ba2, previously Ba1.


TERWIN MORTGAGE: Moody's Gives Junk Ratings on Three Tranches
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 9 tranches and
has placed under review for possible downgrade the ratings of 3
tranches from 3 deals issued by Terwin in 2007.  The collateral
backing these classes consists of primarily first lien, fixed and
adjustable-rate, Alt-A and subprime 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: Terwin Mortgage Trust 2007-2ALT

  -- Cl. A-3, Currently Aaa on review for possible downgrade,
  -- Cl. M-1, Currently Aa2 on review for possible downgrade,  
  -- Cl. M-2, Downgraded to Ba3, previously A2,
  -- Cl. M-3, Downgraded to Caa2, previously Baa2,
  -- Cl. M-4, Downgraded to Caa3, previously Baa3.

Issuer: Terwin Mortgage Trust 2007-6ALT

  -- Cl. M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. M-2, Downgraded to Ba1, previously A2,
  -- Cl. M-3, Downgraded to B2, previously Baa2,
  -- Cl. M-4, Downgraded to Caa3, previously Baa3,

Issuer: Terwin Mortgage Trust 2007-4HE

  -- Cl. M-2, Downgraded to Baa1, previously A2,
  -- Cl. M-3, Downgraded to Ba1, previously Baa2,
  -- Cl. M-4, Downgraded to Ba3, previously Baa3.


TITAN INTERNATIONAL: Moody's Junks Rating on $200 Mil. Notes
------------------------------------------------------------
Moody's Investors Service downgraded Titan International Inc.'s
$200 million 8% senior unsecured global notes due 2012 to Caa1 LGD
5, 80% from B3 LGD5, 71%.  Titan's existing B2 corporate family,
B2 probability of default, and SGL-2 speculative grade liquidity
ratings have been affirmed.  The notes rating downgrade follows
the company's Dec. 12, 2007 credit agreement amendment which
increased the size of Titan's senior secured revolving credit
facility commitment to $250 million from $125 million.  Titan has
stated that the revolving credit facility was increased to add
financial capacity and flexibility for opportunities that may
develop in 2008.  At September 2007 there were no borrowings under
the revolving credit facility.  Although in Moody's view the
probability of Titan's default remains unchanged, the revised
capital structure following the revolving credit facility increase
raises the expected loss rate on the senior unsecured notes; that
is, the degree of loss given default on the senior unsecured notes
would now likely be higher due to the relatively greater potential
size and higher priority claim of the senior secured debt class.

The B2 corporate family rating has been affirmed.  Titan is
executing a "realignment" strategy whereby its manufacturing mix
is shifting away from agricultural markets (60% of first nine
months 2007 revenues with a 5.9% operating margin) and toward
higher margin off-the-road ("OTR") wheels and tires (34% of first
nine months 2007 revenues with a 16.5% operating margin).  
However, the pace of improvement in the company's operating
performance and credit metrics is being constrained by the higher
than expected near-term costs associated with the ongoing business
mix shift away from the agricultural tire market and toward the
higher margin OTR market.  Once the company's realignment program
is completed, margins could begin to more significantly benefit
from the production shift to OTR.  Additionally, Titan is building
production capacity to manufacture large mining tires.  The
company has stated that large mining tire production would start
by mid 2008 and be funded from cash on hand.  The decision to
enter the large mining tire niche raises business risk as the
company has not produced these large tires before, other players
have stated their intent to increase mining tire production and
mining equipment demand is very sensitive to commodity prices.

Despite the higher than expected costs of Titan's manufacturing
realignment, Moody's notes some key credit positives.  The
company's efforts to increase OTR sales have demonstrated good
judgment by management as the greater OTR revenue mix has enabled
the company to offset the degree of erosion in its performance
that would have otherwise resulted from the increasing competitive
pressures and rising rubber costs that are negatively affecting
the agricultural tire markets.  Moody's expects that high
commodity prices will support good intermediate-term demand for
OTR tires.  Moreover, the tire industry's currently limited
capacity for producing tires for this segment should help support
healthy margins.  Consequently, Titan's margins and credit metrics
could improve following the completion of its efforts to expand
OTR tire capacity.

The stable outlook reflects Moody's expectations that Titan's debt
protection measures should remain consistent with a B2 Corporate
Family Rating over the coming quarters.  Debt protection measures
should improve as the company completes its manufacturing
realignment and mining tire expansion.  Should the company
effectively address the operating challenges associated with these
initiatives during the coming quarters and begin to generate
improved credit metrics there could be positive movement in its
rating.  This positive rating movement would be supported by EBITA
/ average assets in the high single digit percentages, and
sustained EBIT / interest exceeding 2.0 times.  At the same time,
Moody's notes that Titan's appetite for a large acquisition could
slow the pace of or reverse credit metric improvement.  A key
ongoing risk facing Titan will be the cyclicality in its end
markets, however Titan should be able to weather future cyclical
downturns much better than in the past due to its commitment to
maintain ample liquidity.

The SGL-2 Speculative Grade Liquidity rating reflects Moody's view
that Titan will maintain a good liquidity profile over the next
12-month period.  The rating reflects Moody's view that
approximately $244 million in revolver availability under the
revolving credit facility (adjusted for the Dec. 12, 2007
commitment increase) cash on hand of $55 million as of
Sept. 30, 2007 plus free cash flow should be sufficient to fund
planned capital spending and operational needs over the next 12
months.

Titan, headquartered in Quincy, Ilinois, is a leading manufacturer
of wheels, tires and assemblies for off-highway vehicles serving
the agricultural, earthmoving/construction and consumer end
markets.


UAP HOLDING: S&P Says Deal Delays Won't Affect Agrium's Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that the recent
announcement by Agrium Inc. (BBB/Stable/--) of potential delays in
closing its UAP Holding Corp.  (BB-/Watch Pos/--) acquisition will
not affect the ratings on Agrium.

If the U.S. Federal Trade Commission's review of the transaction
progressed to the issuance of a second request it could
potentially delay the closing until summer 2008.  This means that
until then, Agrium will have $1.3 billion in cash on hand, which
was raised for the acquisition by issuing shares this past month.  

The FTC approval delay will also mean Agrium won't immediately
realize synergies from the UAP Holding acquisition but this will
not affect Agrium's credit quality.


VERTICAL ABS: Moody's Junks Ratings on $229 Mil. Notes from B2
--------------------------------------------------------------
Moody's Investors Service downgraded ratings of four classes of
notes issued by Vertical ABS CDO 2007-1, Ltd., and left one class
of notes on review for possible further action, direction
uncertain.  The notes affected by this rating action are:

Class Description: $873,000,000 Class A1S Variable Funding   
Senior Secured Floating Rate Notes Due 2047

   -- Prior Rating: Ba1, on review for possible downgrade
   -- Current Rating: B1, on review with direction uncertain

Class Description: $229,000,000 Class A1J Senior Secured
Floating Rate Notes Due 2047

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

Class Description: $157,000,000 Class A2 Senior Secured
Floating Rate Notes Due 2047

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

Class Description: $57,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

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

Vertical ABS CDO 2007-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities, CMBS
securities and synthetic securities in the form of credit default
swaps. Reference obligations for the credit default swaps are RMBS
securities, CMBS securities and CDO securities.

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.  In this
regard, Moody's has received notification from the Trustee that
the Controlling Class has directed the trustee to proceed with the
liquidation of collateral supporting the notes.  On Oct. 17, 2007,
the trustee declared an event of default caused by a failure of
the senior credit test under section 5.1(h) of the Indenture dated
April 10, 2007.

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 outcome of the liquidation.  Because of this uncertainty, the
rating assigned to Class A1S remains on review for possible
further action.


VICTOR PLASTICS: Files Chapter 11 Bankruptcy in Minnesota
---------------------------------------------------------
Victor Plastics Inc. filed for protection under chapter 11 with
the U.S. Bankruptcy Court for the District of Minnesota on
Jan. 15, 2008.

The Debtor intends to slash around 420 jobs in hopes to wind down
its business beginning early May 2008, The Associated Press
reports.

CEO Mike Tryon told the AP that the company lost its primary
customers and suffered high manufacturing costs that led to the
bankruptcy filing.

Victor Plastics Inc. -- http://www.victorplastics.com/-- was  
founded in 1983 in Victor and later expanded with plants in Kalona
and Marion.  The Marion operation was moved to North Liberty in
1995, and the company moved its headquarters to North Liberty in
2006.  Victor Plastics sold its Kalona Plastics operation last
year.


VICTOR PLASTICS: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Victor Plastics, Inc.
        1125 240th Street Northeast
        North Liberty, IA 52317

Bankruptcy Case No.: 08-40171

Type of Business: The Debtor is a custom molder of thermoplastics
                  and engineering resins.  See
                  http://www.victorplastics.com/

Chapter 11 Petition Date: January 15, 2008

Court: District of Minnesota (Minneapolis)

Judge: Dennis D. O'Brien

Debtor's Counsel: Michael L. Meyer, Esq.
                  Ravich, Meyer, Kirkman, McGrath & Nauman, P.A.
                  4545 I.D.S. Center
                  80 South Eighth Street
                  Mineapolis, MN 55402
                  Tel: (612) 317-4745
                  Fax: (612) 332-8302

Total Assets: $44,658,000

Total Debts:  $41,366,000

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bob Buising                    goods and             $194,941
Packaging Distribution Service services
5607 Lindbergh Drive
Omaha, NE 68110

Kelly Temporary Services       goods and             $180,540
28 Sturgis Corner Drive        services
Iowa City, IA 52246

Fudakin Industrial Co., Ltd.   goods and             $180,155
Room 701 7/F Sino Center       services
582-592 Nathan Road
Mongkok Kowlhoon

Marshalltown Packaging, Inc.   goods and             $135,048
                               services

Invensys Controls              goods and             $133,078
                               services

Clariant Corp.                 goods and             $132,245
                               services

Lindquist & Vennum, P.L.L.P.   goods and             $127,497
                               services

Mega Mold International, Inc.  goods and             $120,787
                               services

Tooling Technologies           goods and             $119,300
                               services

Victor Lumber Co.              goods and             $111,673
                               services

Greg Jacobson Polysource       goods and             $103,129
                               services

Adell Plastics, Inc.           goods and             $97,469
                               services

Prime Alliance                 goods and             $93,887
                               services


VICTORIA FINANCE: Technical Default Prompts S&P's 'D' Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its issuer credit
ratings on Victoria Finance Ltd. and Victoria Finance LLC, co-
issuers of the structured investment vehicle.  Standard & Poor's
also lowered its ratings on Victoria's commercial paper, medium-
term notes, and junior subordinate notes.
     
The downgrades reflect a technical default incurred by Victoria
for failing to pay CP that had matured Jan. 10, 2008.  On Jan. 7,
2008, Standard & Poor's commented that the vehicle would go into
enforcement mode if senior creditors did not extend a waiver of
enforcement to Victoria.  The senior creditors did not extend the
waiver, therefore, the vehicle entered into enforcement mode on
Jan. 8, 2008.  As stipulated by the security agreement, an
enforcement manager must be appointed and Ceres Capital Partners
LLC will be replaced as Victoria's manager.  Deutsche Bank Trust
Co. Americas, as the collateral agent, must appoint the new
enforcement manager within 10 days of Victoria entering
enforcement mode.  Due to the enforcement mode, on Jan. 10, 2008,
Deutsche Bank Trust Co. Americas filed an interpleader complaint
regarding how payments should be made post-enforcement-mode.  As a
result, no payment was made to the maturing CP, which caused the
technical default of the senior liabilities.
     
Before Victoria entered enforcement mode, Ceres Capital Partners
facilitated and worked with Victoria's senior creditors to amend
the security agreement to prevent immediate asset liquidations and
potentially a fire sale of Victoria's assets.  The security
agreement had originally contemplated that, if the market value of
the portfolio-based on actionable bids"was deemed insufficient to
pay senior creditors in full, all collateral would be liquidated
and the proceeds of the sale would be distributed pro rata to the
senior creditors.  Now, however, the amendment gives senior
creditors the option to decide not to have their pro rata share of
the portfolio liquidated immediately.  The amendment stipulates
that by Jan. 17, 2008, senior creditors must decide whether they
want their pro rata share of the Victoria portfolio liquidated.
     
Any senior creditor who does not respond or chooses to liquidate
will have his share of the portfolio liquidated immediately.  The
senior creditors who elect not to liquidate must allow the
enforcement manager to review the portfolio over a yet-to-be-
determined time period.  After this time period, the enforcement
manager will determine if the proceeds from a sale of the
remainder of the portfolio would be sufficient to pay off all
senior creditors.  If all senior creditors would be paid in full,
the enforcement manager will liquidate the portfolio and use the
proceeds to pay the senior creditors their remaining liability
amounts.  However, if the enforcement manager determines that the
proceeds from a sale would not be sufficient, senior creditors
would need to vote again if they would like their share of the
portfolio liquidated or if they would like to remain a senior
creditor in the Victoria vehicle.   The senior creditors would
then have to work with the enforcement manager to determine which
restructuring proposal they will pursue.  Standard & Poor's will
continue to monitor Victoria for the latest developments.   
     
Victoria, like many SIVs, suffered from its inability to refinance
its short-term funding.  In addition, Victoria experienced a
significant decline in the market value of its asset portfolio,
which has a high concentration of collateralized debt obligations,
including those with corporate, residential, and commercial real
estate exposure.
     
The outstanding amount of Victoria's senior debt is approximately
$6.046 billion (including an approximately $225 million committed
liquidity facility that must be repaid) and the outstanding amount
of its subordinated junior notes is approximately $777 million.  
The majority of Victoria's portfolio is invested in structured
finance assets, a considerable portion of which is 'AAA' rated CDO
securities.
  
                         Ratings Lowered
   
       Victoria Finance Ltd. And Victoria Finance LLC
  European and U.S. MTN and junior subordinate note programs
   
                                       Rating
                                       ------
                                To                From
                                --                ----

Issuer credit rating            D              B-/Watch Neg/B
CP                              D              B/Watch Neg
MTNs/senior notes               D              B-/Watch Neg
Junior subordinate notes        D              CC/Watch Neg


VOLANS FUNDING: S&P Puts Three Low-B Ratings on Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-2, B, C, D, E, and F notes issued by Volans Funding 2007-1 Ltd.
and on the class A-2, B, C, D, E, F, G, and subordinate notes
issued by Gulf Stream-Atlantic CDO 2007-1 Ltd. on CreditWatch with
negative implications.
     
Volans Funding 2007-1 Ltd. triggered an event of default on Jan.
4, 2008, under section 5.1(h) of the indenture dated
March 14, 2007, when the par coverage ratio fell below 100%.
     
Gulf Stream-Atlantic CDO 2007-1 Ltd. triggered an EOD on
Jan. 9, 2008, under section 5.1(d) of the indenture dated
Feb. 28, 2007, when the class A coverage ratio fell below 100%.
     
When Standard & Poor's receives EOD notices, S&P place all of the
affected note ratings on CreditWatch with negative implications.
  
              Ratings Placed on CreditWatch Negative

                                               Rating
                                               ------

                              Class      To              From
                              -----      --              ----
Volans Funding 2007-1 Ltd.    A-2        AA/Watch Neg    AA
Volans Funding 2007-1 Ltd.    B          A-/Watch Neg    A-
Volans Funding 2007-1 Ltd.    C          BBB-/Watch Neg  BBB-
Volans Funding 2007-1 Ltd.    D          BB/Watch Neg    BB
Volans Funding 2007-1 Ltd.    E          B-/Watch Neg    B-
Volans Funding 2007-1 Ltd.    F          B-/Watch Neg    B-
Gulf Stream-Atlantic CDO
2007-1 Ltd.                   A-2        AA+/Watch Neg   AA+
Gulf Stream-Atlantic CDO
2007-1 Ltd.                   B          A-/Watch Neg    A-
Gulf Stream-Atlantic CDO
2007-1 Ltd.                   C          BBB-/Watch Neg  BBB-
Gulf Stream-Atlantic CDO
2007-1 Ltd.                   D          BB-/Watch Neg   BB-
Gulf Stream-Atlantic CDO
2007-1 Ltd.                   E          B-/Watch Neg    B-
Gulf Stream-Atlantic CDO
2007-1 Ltd.                   F          CCC+/Watch Neg  CCC+
Gulf Stream-Atlantic CDO
2007-1 Ltd.                   G          CCC/Watch Neg   CCC
Gulf Stream-Atlantic CDO
2007-1 Ltd.                   Sub        CCC-/Watch Neg  CCC-

                    Other Outstanding Ratings
                                  
                                        Class        Rating
                                        -----        ------

    Volans Funding 2007-1 Ltd.          A-1          AAA
    Gulf Stream-Atlantic CDO 2007-1     A-1VF        AAA


WAMU MORTGAGE: 11 Tranches Obtain Moody's Junk Ratings
------------------------------------------------------
Moody's Investors Service downgraded the ratings of sixty one
tranches and has placed under review for possible downgrade the
ratings of sixteen tranches from eleven transactions issued by
WaMu in 2007.  Twelve downgraded tranches remain on review for
possible downgrade.  The collateral backing these classes
primarily consists of first lien, adjustable-rate negatively
amortizing Alt-A mortgage loans.

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

Complete rating actions are:

WaMu Mortgage Pass-Through Certificates, Series 2007-OA1

  -- Cl. B-10, Downgraded to Baa3, previously Baa1,

  -- Cl. B-11, Downgraded to Ba2, previously Baa3,

  -- Cl. B-12, Downgraded to B3 on review for possible further
     downgrade, previously Ba2,

  -- Cl. B-13, Downgraded to Caa1, previously B2,

WaMu Mortgage Pass-Through Certificates, Series 2007-OA2

  -- Cl. B-9, Downgraded to A2, previously A1,

  -- Cl. B-10, Downgraded to Ba1, previously Baa1,

  -- Cl. B-11, Downgraded to Ba3, previously Baa3,

  -- Cl. B-12, Downgraded to B3 on review for possible further
     downgrade, previously Ba2,

  -- Cl. B-13, Downgraded to Caa1, previously B2,

WaMu Mortgage Pass-Through Certificates, Series 2007-OA3

  -- Cl. B-5, Downgraded to Baa1, previously A2,

  -- Cl. B-6, Downgraded to Ba1, previously Baa1,

  -- Cl. B-7, Downgraded to Ba3, previously Baa3,

  -- Cl. B-8, Downgraded to B3 on review for possible further
     downgrade, previously Ba2,

  -- Cl. B-9, Downgraded to Caa1, previously B2,

WaMu Mortgage Pass-Through Certificates, Series 2007-OA4

  -- Cl. B-5, Downgraded to A3, previously A2,

  -- Cl. B-6, Downgraded to Baa3, previously Baa1,

  -- Cl. B-7, Downgraded to Ba3, previously Baa3,

  -- Cl. B-8, Downgraded to B2, previously Ba2,

  -- Cl. B-9, Downgraded to B3 on review for possible further
     downgrade, previously B2,

WaMu Mortgage Pass-Through Certificates, Series 2007-OA5

  -- Cl. B-6, Downgraded to Baa1, previously A2,

  -- Cl. B-7, Downgraded to Ba1, previously Baa1,

  -- Cl. B-8, Downgraded to B1, previously Baa3,

  -- Cl. B-9, Downgraded to B2, previously Ba2,

  -- Cl. B-10, Downgraded to B3 on review for possible further
     downgrade, previously B2,

WaMu Mortgage Pass-Through Certificates, Series 2007-OA6

  -- Cl. B-6, Downgraded to A3, previously A2,

  -- Cl. B-7, Downgraded to Baa3, previously Baa1,

  -- Cl. B-8, Downgraded to Ba2, previously Baa3,

  -- Cl. B-9, Downgraded to B2, previously Ba2,

  -- Cl. B-10, Downgraded to B3 on review for possible further
     downgrade, previously B2,

WaMu Mortgage Pass-Through Certificates, WMALT Series 2007-OA1
Trust

  -- Cl. B-4 Currently Aa1, on review for possible downgrade,

  -- Cl. B-5 Currently Aa2, on review for possible downgrade,

  -- Cl. B-6 Currently Aa3, on review for possible downgrade,

  -- Cl. B-7, Downgraded to Baa2, previously A1,

  -- Cl. B-8, Downgraded to Baa3, previously A1,

  -- Cl. B-9, Downgraded to Ba2, previously A2,

  -- Cl. B-10, Downgraded to B2, previously Baa1,

  -- Cl. B-11, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,

  -- Cl. B-12, Downgraded to Caa1, previously Ba2,

WaMu Mortgage Pass-Through Certificates, WMALT Series 2007-OA2
Trust

  -- Cl. B-4 Currently Aa1, on review for possible downgrade,

  -- Cl. B-5 Currently Aa2, on review for possible downgrade,

  -- Cl. B-6 Currently Aa3, on review for possible downgrade,

  -- Cl. B-7 Currently Aa3, on review for possible downgrade,

  -- Cl. B-8, Downgraded to Baa3, previously A1,

  -- Cl. B-9, Downgraded to Ba2, previously A3,

  -- Cl. B-10, Downgraded to B2, previously Baa1,

  -- Cl. B-11, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,

  -- Cl. B-12, Downgraded to Caa1, previously Ba1,

WaMu Mortgage Pass-Through Certificates, WMALT Series 2007-OA3
Trust

  -- Cl. L-B-4 Currently Aa1, on review for possible downgrade,

  -- Cl. L-B-5 Currently Aa2, on review for possible downgrade,

  -- Cl. L-B-6 Currently Aa3, on review for possible downgrade,

  -- Cl. L-B-7, Downgraded to Baa2, previously A1,

  -- Cl. L-B-8, Downgraded to Baa2, previously A1,

  -- Cl. L-B-9, Downgraded to Ba1, previously A2,

  -- Cl. L-B-10, Downgraded to B2, previously Baa1,

  -- Cl. L-B-11, Downgraded to B3 on review for possible
     further downgrade, previously Baa3,

  -- Cl. L-B-12, Downgraded to Caa1, previously Ba1,

  -- Cl. M-B-4 Currently Aa2, on review for possible downgrade,

  -- Cl. M-B-5, Downgraded to Baa3, previously A2,

  -- Cl. M-B-6, Downgraded to Ba3, previously Baa1,

  -- Cl. M-B-7, Downgraded to B3, previously Baa3,

  -- Cl. M-B-8, Downgraded to B3 on review for possible further
     downgrade, previously Ba2,

  -- Cl. M-B-9, Downgraded to Caa1, previously B2,

WaMu Mortgage Pass-Through Certificates, WMALT Series 2007-OA4
Trust

  -- Cl. B-4 Currently Aa1, on review for possible downgrade,

  -- Cl. B-5 Currently Aa2, on review for possible downgrade,

  -- Cl. B-6, Downgraded to Ba1, previously A2,

  -- Cl. B-7, Downgraded to B3, previously Baa1,

  -- Cl. B-8, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,

  -- Cl. B-9, Downgraded to Caa1, previously Ba2,

  -- Cl. B-10, Downgraded to Caa2, previously B2,

WaMu Mortgage Pass-Through Certificates, WMALT Series 2007-OA5

  -- Cl. B-3 Currently Aa1, on review for possible downgrade,

  -- Cl. B-4 Currently Aa1, on review for possible downgrade,

  -- Cl. B-5 Currently Aa2, on review for possible downgrade,

  -- Cl. B-6, Downgraded to Ba2, previously A2,

  -- Cl. B-7, Downgraded to B3, previously Baa1,

  -- Cl. B-8, Downgraded to B3 on review for possible further
     downgrade, previously Baa3,

  -- Cl. B-9, Downgraded to Caa1, previously Ba2,

  -- Cl. B-10, Downgraded to Caa3, previously B2.


WASHINGTON MUTUAL: Moody's Gives Junk Ratings to Four Tranches
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 16 tranches
and has placed under review for possible downgrade the ratings of
10 tranches from deals issued by Washington Mutual in 2007.   
Additionally, one downgraded tranche remains on review for
possible further downgrade.  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: WaMu Mortgage Pass-Through Certificates, WMALT Series
        2007-2 Trust

  -- Cl. B-2, Downgraded to Baa3, previously A3,
  -- Cl. B-3, Downgraded to B1, previously Baa2.

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
        2007-3 Trust

  -- Cl. B-2, Downgraded to Baa2, previously A2,
  -- Cl. B-3, Downgraded to B2, previously Baa2.

Issuer: WaMu Mortgage Pass-Through Certificates, WMALT Series
        2007-HY1 Trust

  -- Cl. M-1, Currently Aa1 on review for possible downgrade,

  -- Cl. M-2, Currently Aa2 on review for possible downgrade,

  -- Cl. M-3, Currently Aa3 on review for possible downgrade,

  -- Cl. M-4, Downgraded to Baa3, previously A2,

  -- Cl. B-1, Downgraded to Ba2, previously Baa1,

  -- Cl. B-2, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
        WMALT Series 2007-OC1

  -- Cl. M-1, Currently Aa1 on review for possible downgrade,
  -- Cl. M-2, Currently Aa2 on review for possible downgrade,
  -- Cl. M-3, Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to Baa1, previously A1,
  -- Cl. M-5, Downgraded to Ba1, previously A2,
  -- Cl. M-6, Downgraded to Ba2, previously A3,
  -- Cl. B-1, Downgraded to B1, previously Baa1,
  -- Cl. B-2, Downgraded to Caa2, previously Baa2,
  -- Cl. B-3, Downgraded to Caa3, previously Baa3.

Issuer: Washington Mutual Mortgage Pass-Through Certificates,
        WMALT Series 2007-OC2

  -- Cl. A-5, Currently Aaa on review for possible downgrade,
  -- Cl. M-1, Currently Aa1 on review for possible downgrade,
  -- Cl. M-2, Currently Aa2 on review for possible downgrade,
  -- Cl. M-3, Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to B3, previously A2,
  -- Cl. B-1, Downgraded to Caa1, previously Baa1,
  -- Cl. B-2, Downgraded to Caa2, previously Baa2.


WESTWAYS FUNDING: Fitch Junks Ratings on Seven Note Classes
-----------------------------------------------------------
Fitch Ratings has downgraded six and withdrawn seven classes of
notes issued by Westways Funding IX, Ltd., along with the
remainder of the transaction as other classes have paid in full.  
These rating actions are the result of Fitch's review process and
are effective immediately:

  -- $232,000,000 class A notes 'PIF';
  -- $33,000,000 class LA loan interests 'PIF';

  -- $16,000,000 class B notes downgraded to 'C/DR4' from 'BB'
     and withdrawn;

  -- $10,000,000 class LB loan interests downgraded to 'C/DR4'
     from 'BB' and withdrawn;

  -- $16,000,000 class C notes downgraded to 'C/DR6' from 'CCC'
     and withdrawn;

  -- $5,000,000 class LC loan interests downgraded to 'C/DR6'
     from 'CCC' and withdrawn;

  -- $16,000,000 class D notes downgraded to 'C/DR6' from
     'CC/DR5' and withdrawn;

  -- $12,000,000 class LD loan interests downgraded to 'C/DR6'
     from 'CC/DR5' and withdrawn;

  -- $40,000,000 income notes rated 'C/DR6' withdrawn.

The ratings of the class A, B, C and D notes and LA, LB, LC and LD
loan interests reflected the likelihood that investors would
receive quarterly interest payments through the redemption date as
well as their respective stated principal balances.  The rating of
the income notes reflected the likelihood that investors would
receive aggregate payments in an amount equal to the principal
amount on or prior to the redemption date.

Westways IX was a mortgage market value collateralized debt
obligation managed by TCW Asset Management Co.  This transaction
had violated over-collateralization tests and its portfolio was
liquidated.  The asset portfolio had floating rate 'AAA' mortgage-
backed securities and agency collateral with over half of the
portfolio having been in agency securities.

The liquidation proceeds were sufficient to pay class A in full
and class B and LB partially.  The recovery on class B, LB notes
was in 'DR4' range (31%-50%).  Classes C, LC, D, LD and the income
notes each suffered a complete loss and were in 'DR6' range (<
10%).


WESTWAYS FUNDING: Fitch Withdraws Ratings on Five Note Classes
--------------------------------------------------------------
Fitch Ratings has downgraded six and withdrawn seven classes of
notes issued by Westways Funding VI, Ltd., along with the
remainder of the transaction as other classes have paid in full.  
These rating actions are the result of Fitch's review process and
are effective immediately:

  -- $130,000,000 class A-1A notes 'PIF';
  -- $20,000,000 class A-1B notes 'PIF';
  -- $67,500,000 class A-2 notes 'PIF';

  -- $15,000,000 class B notes downgraded to 'C/DR4' from 'BB'
     and withdrawn;

  -- $15,000,000 class C notes downgraded to 'C/DR6' from 'CCC'
     and withdrawn;

  -- $15,000,000 class D notes downgraded to 'C/DR6' from
     'CC/DR5' and withdrawn;

  -- $10,000,000 class LD loan interests downgraded to 'C/DR6'
     from 'CC/DR5' and withdrawn;

  -- $37,500,000 income notes rated 'C/DR6' withdrawn.

The ratings of the class A, B, C and D notes and LD loan interests
reflected the likelihood that investors would receive quarterly
interest payments through the redemption date as well as their
respective stated principal balances.  The rating of the income
notes reflected the likelihood that investors would receive
aggregate payments in an amount equal to the principal amount on
or prior to the redemption date.

Westways VI was a mortgage market value collateralized debt
obligation managed by TCW Asset Management Co.  This transaction
had violated over-collateralization tests and its portfolio was
liquidated.  The asset portfolio had floating rate 'AAA' mortgage-
backed securities and agency collateral with over half of the
portfolio having been in agency securities.

The liquidation proceeds were sufficient to pay classes A-1A, A-
1B, and A-2 in full and class B partially.  The recovery on class
B notes was in 'DR4' range (31%-50%).  Classes C, D, LD and the
income notes each suffered a complete loss and were in 'DR6' range
(< 10%).


WILLIAM LOTHRINGER: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: William H. Lothringer
        10460 Beulah Road
        Dawson Springs, KY 42408
        Tel: (270) 797-5599

Bankruptcy Case No.: 08-40032

Chapter 11 Petition Date: January 11, 2008

Court: Western District of Kentucky (Owensboro)

Judge: David T. Stosberg

Debtor's Counsel: Melinda T. Sunderland, Esq.
                  Morgan & Pottinger, P.S.C.
                  601 West Main Street
                  Louisville, Ky 40202
                  Tel: (502) 560-6775

Total Assets: $1,483,031

Total Debts:  $1,121,016

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Lewis & Kleen Holdings, L.L.C. contract              $915,155
24400 Jackson Avenue, Suite A
Murrieta, CA 92562

Ted Baughn                     contract              $100,000
P.O. Box 10100
Midland, TX 79702

Brown McCarroll                services              $22,450
111 Congress Avenue,
Suite 1400
Austin, TX 78701

Thomas & Arvin                 services              $7,470

Seiller & Waterman             contract              $1,616

Moore & Hopper                 services              $1,325

Martin Capital, L.L.C.         contract              unknown

Pacheco Co., Inc.              contract              unknown

Everest Alliance, Inc.         contract              unknown


WINONA ELEVATOR: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Winona Elevator Co., Inc.
        aka Vaiden Farm Supply
        aka Stanford Farm & Feed
        aka Hubbard Feed & Seed
        1199 Highway 51 North
        Winona, MS 38967

Bankruptcy Case No.: 08-10134

Type of Business: The Debtor sells farm supplies.

Chapter 11 Petition Date: January 14, 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

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
ConAgra Fertilizer             $313,364
3860 North Main Street,
Suite A
East Peoria, IL

Terry Thomas                   $311,820
1368 Highway 407
Winona, MS 38967

A.G.C.O. Finance, L.L.C.       $183,637
P.O. Box 2000
Johnston, LA 50131-0020

John A. Grant                  $122,237

Waugh & Waugh                  $114,800

Brooks Jones                   $92,212

Helena Chemical                $78,500

Mark Havens                    $74,470

Marion & Joe Jones             $68,851

Farm Plan                      $44,211

Bank of America                $43,797

Bank of America                $42,721

Wheatbelt                      $36,075

Dr. W.A. Middleton             $28,600

BUNGE                          $26,024

Capital One                    $14,047

P.Y.C.O.                       $13,500

C.I.T.I.                       $13,125

Mid-America Wholesale Florist  $8,881
of Mississippi, Inc.


WR GRACE: Court Approves U.S. Trustee's Plea to Appoint Examiner
----------------------------------------------------------------
The Honorable Alan Shiff of the U.S. Bankruptcy Court for the
District of Connecticut, who is overseeing the bankruptcy case of
L. Tersigni Consulting CPA, P.C., has permitted Diana G. Adams,
U.S. Trustee for Region 2, to appoint an examiner to investigate
the billing practices and alleged misconduct of the accounting
firm.

Aside from its investigative function, the Examiner will identify
any claims the Tersigni firm may have against third parties.   
The Examiner, according to Judge Shiff, will be paid and
reimbursed by the Tersigni estate, provided that its fees and
expenses will be capped at $100,000.

Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware has previously authorized Kelly Stapleton,
U.S. Trustee for Region 3, to appoint an examiner to investigate
the same allegations against the Tersigni firm.

In June 2007, Ms. Stapleton asked Judge Fitzgerald to appoint an
examiner after several former employees of the Tersigni firm
accused its former owner, Loreto Tersigni, of overpadding bills
invoiced to the firm's clients.  The Tersigni firm has
represented asbestos creditors in bankrupt asbestos companies
like W.R. Grace & Co., Federal-Mogul Corporation, and Owens
Corning.  Judge Fitzgerald oversees most of the bankruptcy cases
of the Asbestos Debtors.

In December 2007, Judge Fitzgerald stayed all proceedings related
to the appointment request pending Judge Shiff's action on the
appointment request.

Other bankrupt asbestos companies like G-I Holdings and the
bankrupt asbestos subsidiaries of ASARCO LLC have asked the
Connecticut Court to appoint a Chapter 11 examiner to oversee the
Tersigni case.

The Tersigni firm, represented by Marc Stuart Goldberg, Esq., at
M. Stuart Goldberg, LLC, in New York, vehemently opposed the
appointment of a Chapter 11 examiner noting that there has been
no finding that the Tersigni firm engaged in misconduct or fraud.

The Tersigni firm, however, did not oppose appointment of an
examiner to investigate the alleged bill overpadding.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, Esq., at Kirkland & Ellis, LLP, and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence,
Pennsylvania.  Elihu Inselbuch, Esq., at Caplin & Drysdale,
Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLC, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.

The Debtors' filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement.  The hearing to consider the adequacy of
the Debtors' Disclosure Statement began on Jan. 21, 2005.  The
Debtors' exclusive period to file a chapter 11 plan expired on
July 23, 2007.

Estimation of W.R. Grace's asbestos personal injury liabilities
has commenced on Jan. 14, 2008.  (W.R. Grace Bankruptcy News,
Issue No. 147; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


* S&P Cuts Ratings on 56 Classes from 32 Net Interest Securities
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 56
classes from 32 U.S. net interest margin securities (NIMS)
residential mortgage-backed securities transactions backed by U.S.
Alternative-A mortgage collateral issued in 2005 and 2006.   At
the same time, S&P removed the ratings from CreditWatch with
negative implications, where they were placed on Nov. 9, 2007.   
In addition, S&P affirmed its ratings on six classes and removed
them from CreditWatch negative.  Finally, S&P withdrew its rating
on one other class that has paid off.

NIMS are derivatives of RMBS.  The primary source of payments to
NIMS comes from the difference between the interest payments
collected from Alt-A mortgages in the underlying transactions and
the interest owed to the related Alt-A securities, together with
prepayment penalties and potential payments from derivative
contracts.

This rating actions resolve the 63 outstanding CreditWatch actions
taken on Nov. 9, 2007, involving U.S. NIMS RMBS backed by Alt-A
collateral.  The 56 downgraded classes from the 32 U.S. Alt-A NIMS
RMBS transactions had an original total principal balance of
approximately $845.33 million, which represents 32.51% of the
roughly $2.60 billion in U.S. NIMS RMBS backed by Alt-A mortgage
loans that Standard & Poor's rated from the beginning of 2005
through the end of 2006.  The 56 downgraded classes have an
outstanding principal balance of approximately $355 million, or
roughly 42% of their original principal amount.  The total balance
of Standard & Poor's rated U.S. RMBS securities backed by all
types of residential mortgage loans issued in the non-agency
market between the beginning of 2005 and the end of 2006 was more
than
$2.97 trillion.

Approximately 60.29% of the U.S. Alt-A NIMS RMBS classes
downgraded, as a percentage of the $854.33 million original
principal balance of the downgraded NIMS securities, were rated
'BBB' or lower before the downgrades.  The resulting ratings
associated with the downgraded classes, as a percentage
of the total $854.33 million in downgraded securities, are:

                       Rating    Percentage
                       ------    ----------
                        BB        9.02%
                        BB-       3.48%
                        B         11.33%
                        CCC       76.17%

These U.S. Alt-A NIMS RMBS rating actions follow the Alt-A rating
actions taken on Dec. 19, 2007.

           Standard and Poor's Surveillance Assumptions

In light of the persistent rise in the level of delinquencies
among the Alt-A mortgage loans backing these NIMS transactions,
S&P has increased its loss severity assumptions for transactions
issued from the fourth quarter of 2005 through the fourth quarter
of 2006 according to the type of mortgage rate that dominates the
mortgage pool.  The loss severity assumptions have not changed for
transactions issued in the first three quarters of 2005.  In
addition, S&P employed a deal-specific loss curve to project
losses for the next 36 months of the life of the underlying U.S.
Alt-A transactions.

S&P evaluated a number of performance measures for each U.S. NIMS
RMBS transaction, including the results of cash flow projections.
These performance measures include the amount and type of cash
(excess interest, prepayment penalty fees, and cap payments)
received from the underlying transaction(s); the rate at which the
NIMS is repaying relative to original projections;
whether or not the NIMS has incurred an actual interest shortfall;
and the outstanding principal balance relative to the amount of
cash being received from its underlying transaction(s).

The cash flow projections include the residual cash flows (excess
interest and prepayment penalty fees) from each underlying U.S.
Alt-A transaction's cash flow stress run, as well as the projected
proceeds from any cap contract, if applicable.  The NIMS cash flow
projection determined whether or not the NIMS class is expected to
pay off and whether or not interest shortfalls will occur.  S&P
considered both of these factors when determining the magnitude of
the downgrades.

S&P affirmed the ratings on six classes from six transactions
because its projections indicate that they are likely to pay in
full in the near future.

      Ratings Lowered and Removed From CreditWatch Negative

                 Banc of America Funding Corp.

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2006-NIM1    Notes      B      BBB-/Watch Neg

                      CMO Holdings II Ltd.    

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2006-16      III-A-4    CCC    BB-/Watch Neg
           2006-17      III-A-1    CCC    A/Watch Neg
           2006-17      III-A-2    CCC    BBB/Watch Neg
           2006-17      III-A-3    CCC    BB/Watch Neg
           2006-17      III-A-4    CCC    B/Watch Neg

                Countrywide Alternative Loan Trust

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2005-AR1N    AR1-NIM    CCC    BBB/Watch Neg
           2006-OC10N   Notes      CCC    BBB-/Watch Neg
           2006-OC11N   Notes      CCC    BBB-/Watch Neg
           2006-OC1N    Notes      CCC    B/Watch Neg
           2006-OC2N    Notes      CCC    B/Watch Neg
           2006-OC3N    NIM Notes  CCC    BB-/Watch Neg
           2006-OC4     Notes      CCC    A-/Watch Neg
           2006-OC5N    Notes      CCC    B/Watch Neg
           2006-OC6N    Notes      CCC    B/Watch Neg
           2006-OC7N    Notes      BB-    BBB-/Watch Neg
           2005-IM1N    Notes      CCC    A-/Watch Neg

              Credit Suisse NIMs Trust ARMT NIMA6

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           NIMA6        A notes    CCC    A-/Watch Neg

                   CSFB NIMS Trust ARMT NIMA5   

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           NIMA5        A          CCC    A-/Watch Neg

                    DBARN Net Interest Margin

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2006-AR6N    N-1        B      A-/Watch Neg
           2006-AR6N    N-2        CCC    BBB-/Watch Neg
           2006-AR6N    N-3        CCC    BB/Watch Neg

                       GSAA 2006-NIM4 Ltd.    

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2006-NIM4    N2         CCC    BB-/Watch Neg

                 GSAA Home Equity Trust 2005-NIM9    

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2005-9 NIM   Notes      BB     BBB/Watch Neg

                         IMPAC NIM Trust

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2005-2N      N          CCC    BB-/Watch Neg
           2006-3       N          CCC    BBB-/Watch Neg

                    IndyMac INDX NIM CI-2 Corp.  

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2006-AR35    N-1 Notes  BB-    A-/Watch Neg
           2006-AR35    N-2 Notes  CCC    BBB-/Watch Neg
           2006-AR35    N-3 Notes  CCC    BB/Watch Neg

                    Lehman XS NIM Co. 2005-3    

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2005-3       A          CCC    A-/Watch Neg
           2005-3       B          CCC    BB/Watch Neg
           2005-4       A          CCC    A-/Watch Neg
           2005-4       B          CCC    BB/Watch Neg
           2006-9       A          B      BB-/Watch Neg
           2006-9       B          CCC    BB-/Watch Neg
           2006-9       C          CCC    BB-/Watch Neg

                MASTR Alternative Loan NIM 2006-6   

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2006-6       N-1        CCC    A-/Watch Neg
           2006-6       N-2        CCC    BBB-/Watch Neg
           2006-6       N-3        CCC    BB-/Watch Neg
           2006-6       N-4        CCC    B/Watch Neg
           2006-6       S-1        B    BBB-/Watch Neg
           2006-6       S-2        B    BBB-/Watch Neg

              Nomura Asset Acceptance Corp. 2006-AR4    

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2006-AR4     N1         BB    A/Watch Neg
           2006-AR4     N2         CCC    BBB-/Watch Neg

                     RALI 2006-QA7 NIMS Ltd.  

                                    Rating
                                    ------
           Series        Class      To    From
           ------        -----      --    ----
           2006-QA7  NIM A NIM Note  BB   BBB/Watch Neg
           2006-QA7  NIM B NIM Note  CCC  BB/Watch Neg
           2006-QA8  NIM A NIM Note  BB   BBB/Watch Neg
           2006-QA8  NIM B NIM Note  CCC  BB/Watch Neg

          Sharps SP I LLC Net Interest Margin 2006-AR5N

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2006-AR5N    N-1        BB     A-/Watch Neg
           2006-AR5N    N-2        B      BBB-/Watch Neg
           2006-AR5N    N-3        CCC    BB/Watch Neg
           2006-HYBN    N-1        CCC    A-/Watch Neg
           2006-HYBN    N-2        CCC    BBB-/Watch Neg
           2006-HYBN    N-3        CCC    BB-/Watch Neg
           2006-AR4N    N-2        BB     BBB-/Watch Neg
           2006-AR4N    N-3        B      BB/Watch Neg

     Ratings Affirmed and Removed From CreditWatch Negative

         Banc of America Funding Corp. 2005-NIM1 Trust

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2005-NIM1    Notes      BBB    BBB/Watch Neg

                     CMO Holdings III Ltd.

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2007-N1      VI-A-4     BB     BB/Watch Neg

                    CSFB NIMs Trust ARMT NIMA4

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           NIMA4        A          A-     A-/Watch Neg

                       GSAA 2006-NIM3 Ltd.

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2006-NIM3    N2         BB     BB/Watch Neg
           2006-NIM6    N2         B-     B-/Watch Neg

                      SB Finance CI-05-WF2

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2005-WF2     N3         BB     BB/Watch Neg

                         Rating Withdrawn

        Sharps SP I LLC Net Interest Margin 2006-AR4N

                                    Rating
                                    ------
           Series       Class      To     From
           ------       -----      --     ----
           2006-AR4N    N-1        NR     A-/Watch Neg


* MortgageDaily.com Says Mortgage Sector Suffer Losses in 2007
--------------------------------------------------------------
Fueled by massive layoffs at Countrywide Financial Corp., American
Home Mortgage Investment Corp. and First Magnus, states including
Arizona, California and Florida saw significant losses in the
mortgage sector last year, according to an analysis of layoffs,
hirings and company closings conducted by MortgageDaily.com.  But
Delaware, Louisiana and Texas were among states to see a net job
gain in mortgage lending.

MortgageDaily.com analyzed layoffs and hirings involving at
least 50 people at 205 mortgage companies during 2007.  Included
among the layoffs were employees from companies that have
collapsed or closed down.

During the period reviewed, the number of people working in
real estate finance dropped by more than 100,000 nationally, of
which 86,071 were analyzed.

     Partial Table of State Findings:

                                 Total 2007
     State                       net gain or loss
     -----                       ----------------
     Arizona                          -2,505
     California                      -15,933
     Delaware                           +200
     Florida                          -2,507
     Illinois                         -1,738
     Louisiana                          +130
     New York                         -2,071
     Ohio                               -845
     Texas                              +145
     U.S.                            -86,071

Among the companies analyzed, Countrywide saw the biggest
reduction in employees.  While IndyMac Bancorp laid off 1,400
people, the company offset some of those layoffs by hiring more
than 1,200 people.

The table highlights the net job losses at companies that had the
biggest decline in employees last year:

     Company                        Net Job Loss
     -------                        ------------
     Washington Mutual                 -3,580
     Residential Capital LLC           -4,470
     New Century                       -5,200
     First Magnus                      -5,940
     AHM Investment Corp.              -6,628
     Countrywide Financial Corp.      -11,665

One company, JPMorgan Chase, actually saw a net gain of
4,465 jobs during 2007.

"The subprime crisis of 2007 has left more than 100,000
mortgage employees without a job -- with many facing foreclosure
themselves," Sam Garcia, Publisher of MortgageDaily.com.  "While
more layoffs are anticipated for the mortgage sector during 2008,
we expect the pace of job cuts to slow significantly.  In
addition, employment growth is projected in mortgage servicing as
delinquencies and foreclosures rise."

                    About MortgageDaily.com

Founded in 1998, MortgageDaily.com is an online news source for
the mortgage industry.  Around one million mortgage business news
pages are viewed monthly at MortgageDaily.com and its affiliate
publications.


* Oklahoma Bankruptcy Filings Rose 31% in 2007
----------------------------------------------
Oklahoma City saw a 31.2% increase in bankruptcy filings in their
area, the Associated Press reports.

According to the AP, there were 6,669 bankruptcy filings in 2006,
compared to $8,748 filings in 2007 at three districts in Oklahoma.

However, the number of filings for the last two years were well
below the bankruptcy figures before the Bankruptcy Abuse
Prevention and Consumer Protection Act came into effect on October
2005, says the AP.  In 2004 alone, bankruptcy filings totaled
26,348.

At a national level, the rate of personal bankruptcy filings
increased around 40% in 2007.


* Three Banks Get Hit by Credit Market Downturn
-----------------------------------------------
The current credit turmoil is affecting the fourth quarter results
of at least three banks.

Specifically, Citigroup Inc. will be launching a restructuring
plan that will likely eliminate more than 20,000 jobs, cut
dividends by a sizable amount, bring cash infusion from several
investors including Government Investment Corp. of Singapore, and
write-down as much as $20 billion in mortgage-related investments
as part of its fourth-quarter earnings report, people familiar
with Citigroup's plans told The Wall Street Journal.

In addition, Sovereign Bancorp Inc. said in a press statement that
continued volatility in the financial markets and deterioration in
the credit environment are expected to adversely impact its fourth
quarter 2007 financial results.

Accordingly, Sovereign Bancorp expects fourth quarter charges
which will include pre-tax, non-cash charge of $180 million
related to impairment of certain Fannie Mae and Freddie Mac
preferred stock securities, provision for credit losses which
bolsters the allowance for loan and lease losses to $738 million
from $650 million in the prior quarter, and pre-tax charges of
approximately $27.0 million related to financings Sovereign
provided to two mortgage companies that have defaulted on certain
agreements.

More over, M&T Bank Corporation reported a $65 million net income
for the fourth quarter of 2007 compared with $213 million in the
fourth quarter of 2006.  Net income was $654 million in 2007 and
$839 million in 2006.

M&T Bank also recorded an other-than-temporary impairment charge
of $127 million in the fourth quarter leaving $4.4 million of
collateralized debt obligations backed by sub-prime residential
mortgage securities on M&T's balance sheet at Dec. 31, 2007.  That
charge reduced M&T's net income by $78 million.  The impairment
charge was recognized at this time in light of significant
deterioration in the residential real estate market and the
resulting decline in market value of the debt obligations.

Furthermore, during recent months, lower real estate values and
higher levels of delinquencies and charge-offs contributed to
increased losses in M&T's portfolio of alternative ("Alt-A")
residential mortgage loans.  Declining real estate values also
contributed to the recognition of an additional reserve on loans
to two residential real estate builders and developers.  
Considering each of the factors, M&T increased the provision for
credit losses to $101 million, or $48 million more than the
$53 million of net charge-offs during the recent quarter.

                         About Citigroup

Headquartered in New York City, Citigroup Inc. (NYSE: C)
-- http://www.citigroup.com/-- is a financial services company,  
has some 200 million customer accounts and does business in more
than 100 countries.  Citi's major brands include Citibank,
CitiFinancial, Primerica, Smith Barney and Banamex.

                         About Sovereign

Sovereign Bancorp Inc. (NYSE: SOV) --
http://www.sovereignbank.com/-- is the parent company of  
Sovereign Bank, a financial institution with $87 billion in assets
as of September 30, 2007 with principal markets in the Northeast
United States.  Sovereign offers financial services and products
including retail banking, business and corporate banking, cash
management, capital markets, wealth management and insurance.

                         About M&T Bank

Headquartered in Buffalo, New York, M&T Bank Corp.
-- http://www.mandtbank.com/-- operates as the holding company  
for M&T Bank and M&T Bank, National Association, which provides
commercial and retail banking services.


* Donlin Recano Elected as Johnson Rubber's Claims Agent
--------------------------------------------------------
Donlin Recano and Company, Inc. will provide claims, noticing and
balloting services in the bankruptcy case of Johnson Rubber
Company, Inc.

Johnson Rubber Company filed for Chapter 11 bankruptcy protection
in the United States Bankruptcy Court for the Northern District of
Ohio Eastern Division.

Donlin Recano will use Web-based technology to facilitate the
essential data-sharing process among debtors and creditors in the
case.

Said Scott Y. Stuart, Esq., Managing Director at Donlin Recano,
"The auto supply sector has been struggling on many levels, and
what we provide will assist a smooth administrative process in a
cash-strapped environment for Johnson Rubber.  Efficiency and
service on the claims and noticing fronts will be key to assisting
Johnson Rubber in its efforts to work through their bankruptcy
issues."

                    About Johnson Rubber Company

Headquatered in Middlefield, Ohio, Johnson Rubber Company Inc. --
http://www.johnsonrubber.com/-- designs, develops and
manufactures polymer components.  The company and its
parent, JR Holding Corp., filed for Chapter 11 protection on
December 11, 2007 (Bankr. N.D. Ohio, Lead Case No. 07-19391).  
William I. Kohn, Esq., and David M. Neumann, Esq., of Benesch,
Friedlander, Coplan & Aronoff LLP of Cleveland, Ohio represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection against their creditors, they listed total assets
at $15,346,607 and total debts at $19,869,931.

                         About Donlin Recano

Donlin Recano and Company, Inc. -- http://www.donlinrecano.com/--  
is a claims management company that has served over 200 national
clients across a broad range of industries and business sectors.  
Working with counsel, turnaround advisors and the affected
company, Donlin Recano helps organize and guide Chapter 11 clients
through administrative bankruptcy tasks, including provision of
Web site-accessible information, formation of professional call
centers, management of claims, balloting, distribution and other
administrative services.  The company also provides Web-based
information services for creditors committees as required by The
Bankruptcy Abuse Prevention and Consumer Protection Act of 2005.


* SulmeyerKupetz Named Chapter 7 Trustee of Axium's Case
--------------------------------------------------------
SulmeyerKupetz said that Howard M. Ehrenberg, partner at the firm,
has been appointed Trustee of Axium International Inc. by the
Office of the United States Trustee effective Jan. 9, 2008.  Mr.
Ehrenberg immediately took over all finances and operations of the
company.

Axium, one of three major companies that processed payrolls for
and provided related services to production companies, studios,
trade unions and other entertainment-industry clients, filed for
Chapter 7 bankruptcy protection on Jan. 8, 2008.  The action was a
result of primary lender Golden Tree Asset Management seizing
$22 million from Axium bank accounts because the company defaulted
on a $140-million loan.

The assets seizure left the company unable to honor its payroll
obligations and continue to operate.  Axium laid off all of its
employees and closed its offices in Los Angeles, New York, Toronto
and London.

"As the court-appointed Trustee of the Axium Chapter 7 bankruptcy
my duty is to liquidate the company's assets in an attempt to
ensure repayment of debt to its unsecured creditors," Mr.
Ehrenberg said.  "Axium handled approximately $3 billion last year
in payroll and related services and is estimated to have assets
worth more than $100 million.  The sale of the company's assets,
including its proprietary software program RightsMax, will be used
to recoup money for creditors."

Mr. Ehrenberg was recently Trustee for the Queen's Seaport
Development Inc., the developer which oversaw the 66-year lease of
the Queen Mary and surrounding 40 acres, which filed for
bankruptcy protection in March 2005.  QSDI was ultimately sold for
$43 million last summer at auction ensuring repayment of debt to
secured creditors.

Mr. Ehrenberg is a member of the Chapter 7 Bankruptcy Panel of
Trustees, appointed by the Office of the United States Trustee,
and a state court receiver.  He is certified as a Business
Bankruptcy Law Specialist by the American Bankruptcy Board of
Certification and member of the Los Angeles Bankruptcy Forum, the
Financial Lawyers Conference, American Bankruptcy Institute and
Council of Certified Bankruptcy Specialists.  Mr. Ehrenberg is
also a member of the Executive Board of the Commercial Law and
Bankruptcy Section of the Los Angeles County Bar Association and a
former commissioner in the City of Burbank, California.

                     About Axium International

Axium International Inc. -- http://www.axium.com/-- has nearly
two decades of experience in the entertainment industry by
providing payroll solutions for production.  It offers various
financial services and technology for the entertainment industry
through Axium Global and Axium Global Workforce.  It serves
companies ranging from mid-market to Fortune 500.  Axium
International has offices in Los Angeles, New York, Burbank,
Hollywood, Las Vegas, Toronto, Vancouver and London.

                        About SulmeyerKupetz

SulmeyerKupetz -- http://www.sulmeyerlaw.com/-- is a Los Angeles-
based law firm that specializes in bankruptcy, business
reorganizations, litigation and commercial collections.  
Established in 1952, SulmeyerKupetz has vast experience
representing a variety of clients in all aspects of insolvency
proceedings, including out-of-court debt restructurings,
negotiation and implementation of complex Chapter 11 plans,
debtor-in-possession financing, acquisitions and asset sales for
distressed businesses, and bankruptcy litigation.  The firm
represents both secured and unsecured creditors, lessors,
creditors' committees, debtors, governmental entities, trustees
and receivers.  The firm also serves as local counsel on cases
being managed outside of California.


* Richard A. Weiland Appointed as U.S. Trustee for Region 20
------------------------------------------------------------
Richard A. Wieland has been appointed by the Attorney General
as the United States Trustee for Kansas, Oklahoma, and New Mexico
(Region 20), Clifford J. White III, Director of the Executive
Office for United States Trustees, disclosed last week.

Mr. Wieland's appointment took effect on Jan. 11, 2008.

"I am very pleased to announce Dick Wieland\u2019s appointment as
U.S. Trustee for Region 20," Mr. White stated.  "His longstanding
record of achievement as a Trial Attorney, as well as the high
regard in which he is held within the bankruptcy community in his
region, will serve the U.S. Trustee Program well."

Mr. Wieland was appointed Acting U.S. Trustee for Region 20 on
Sept. 1, 2007.  Prior to that appointment, he had served as a
Trial Attorney in the Wichita, Kans., office of the U.S. Trustee
Program since 1988.  From November 2003 to November 2007, he was
designated as a Special Assistant U.S. Attorney in the District of
Kansas to assist in the prosecution of criminal bankruptcy fraud
cases, and in 2002 he received the Director's Award for the
Prevention of Fraud and Abuse.  In addition, he assisted the
Executive Office for U.S. Trustees in its implementation of the
credit counseling and debtor education approval requirements of
the Bankruptcy Abuse Prevention and Consumer Protection Act of
2005.

Mr. Wieland received his law degree from the University of Tulsa.  
He received his undergraduate degree and a Masters in Business
Administration from Western Illinois University in Macomb, Ill.

The U.S. Trustee Program is the component of the Justice
Department that protects the integrity of the bankruptcy system by
overseeing case administration and litigating to enforce the
bankruptcy laws.  The Program has 21 regions and 95 field offices.
Region 20 is headquartered in Wichita, Kans., with additional
offices in Oklahoma City and Tulsa, Okla., and Albuquerque,
N.M.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Jan. 17, 2008  
   BEARD AUDIO CONFERENCES
      Corporate Bankruptcy Bootcamp: Fundamentals of BAPCPA
Proceedings  
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

Jan. 17-18, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Caribbean Insolvency Symposium
         Westin Diplomat, Hollywood, Florida
            Contact: http://www.abiworld.org/

Jan. 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Winter Warm-up
         Belgo Brasserie, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Finding Money: Int'l Asset Search and
         Recovery Methods for Collecting Judgments
            Centre Club, Tampa, Florida
               Contact: http://www.turnaround.org/

Jan. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         The Lime, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Jan. 29, 2008
   WEST LEGALWORKS
      Southeastern Distressed M&A Summit
         Westin Buckhead, Atlanta, Georgia
            Contact: http://www.westlegalworks.com

Jan. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Year 2008 Kick-Off Party
         Oak Hill Country Club, Rochester, New York
            Contact: 716-440-6615 or http://www.turnaround.org/

Jan. 31, 2008
   BEARD AUDIO CONFERENCES
      Partnerships in Bankruptcy: Unwinding the Deal
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Event
         Carnelian Room, San Francisco, California
            Contact: 510-346-6000 ext 226 or
                     http://www.turnaround.org/

Feb. 7, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      PowerPlay
         Philips Arena, Atlanta, Georgia
            Contact: 678-795-8103 or http://www.turnaround.org/

Feb. 14-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Rocky Mountain Bankruptcy Conference
         Westin Tabor Center, Denver, Colorado
            Contact: 1-703-739-0800; http://www.abiworld.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      13 Week Cash Flow
         Courtyard Marriott, Dania Beach, Florida
            Contact: http://www.turnaround.org/

Feb. 20, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         Islamorada Fish Company, Dania, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 25, 2008
   FINANCIAL RESEARCH ASSOCIATES LLC
      Financial Services Mergers & Acquisitions Deals Forum
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         One Eyed Jacks, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Feb. 27-28, 2008
   EUROMONEY INSTITUTIONAL INVESTOR
      6th Annual Distressed Investing Forum
         Union League Club, New York, New York
            Contact: http://www.euromoneyplc.com/

Feb. 27 - Mar. 1, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      CTP Courses
         Holland & Knight, Atlanta, Georgia
            Contact: http://www.turnaround.org/

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or http://www.iwirc.org/

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Assignment for Benefit of Creditors
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org/

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19-21, 2008
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Omni Hotel, San Francisco, California
               Contact: http://www.ali-aba.org/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org/

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library   
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com;
               http://researcharchives.com/t/s?20fa

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   China's New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: Fundamentals of BAPCPA
Proceedings  
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency - Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues  
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergers-the New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Today's Legal
Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
Proceedings
         Contact: 240-629-3300;
http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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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, Philline P. Reluya, 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.

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