TCR_Public/080117.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 17, 2008, Vol. 12, No. 14

                             Headlines



20/20 FASHIONS: Voluntary Chapter 11 Case Summary
AARDVARK ABS: Moody's Junks Rating on $47 Million Senior Notes
ABN AMRO: Fitch Affirms 'BB' Rating on Class B-4 Certificates
AFC Automobile: Voluntary Chapter 11 Case Summary
AEP INDUSTRIES: Earnings Drop to $30 Mil. in Year Ended Oct. 31

AMBAC FIN'L: To Raise $1 Bil. Capital; Cuts Common Stock Dividend
AMBAC FIN'L: Appoints Michael Callen as Chairman and Interim CEO
AMBAC FINANCIAL: Moody's Reviews Rating and May Downgrade
ANALYTICAL SURVEYS: Malone & Bailey Raises Going Concern Doubt
ATHERTON-NEWPORT: Case Summary & 20 Largest Unsecured Creditors

ATLAS MARKETING: File Voluntary Chapter 11 Case Summary
BEAR STEARNS: Eight Tranches Acquire Moody's Low-B Ratings
BEAR STEARNS: Poor Performance Cues S&P's Six Rating Downgrades
BECKERMAN KITCHENS: Gets $3.1 Mil. Buy Offer from Ludvik Capital
BOSQUE POWER: Moody's Rates $412.5 Million Credit Facility at B1

CABLEVISION CORP: S&P Maintains 'BB' Corporate Credit Rating
CHARMING SHOPPES: Investor Group Moves for Three New Directors
CITIGROUP MORTGAGE: Fitch Retains Junk Ratings on Four Classes
CREDIT SUISSE: Fitch Cuts Rating to CC from CCC on $9.9MM Certs.
CREDIT SUISSE: Moody's Cuts 27 Tranches' Ratings on Delinquency

DELPHI CORP: Obtains "Broad-Based" Support on Plan
DELTA AIR: S&P Says Merger Talks Has No Effect on Ratings
DENVER RADIO: Wants to Hire Media Venture as Financial Advisor
DENVER RADIO: Wants to Employ Kagan Media as Appraiser
DIEGO INC: To Cut Workforce by 50%, WSJ Says

DIOGENES CDO: Moody's Junks Rating on Eight Notes Classes
DUNMORE HOMES: Court Orders Transfer of Venue to California
DUNMORE HOMES: Morrison & Foerster Okayed as Committee's Counsel
DUNMORE HOMES: Panel Taps Mesirow Financial as Financial Advisors
DURA AUTOMOTIVE: Gets Lenders Consent to Amend DIP Financing Terms

DURA AUTOMOTIVE: Seeks Approval of 2008 Management Incentive Plan
EAGLE MEADOWS: Section 341(a) Meeting Scheduled for January 29
FALCON RIDGE: Moore & Associates Raises Going Concern Doubt
FEDERAL MOGUL: Board Appoints C. Icahn as Non-Executive Chairman
FIRST MAGNUS: Countrywide Wants Examination on Chapter 11 Plan

FIRST MAGNUS: Seeks Approval of Piaggio Settlement Proposal
FIRST MAGNUS: Snell & Wilmer Wants WNS' Disqualify Motion Trashed
FIRST REPUBLIC: Fitch Holds 'BB+' Ratings on Two Loan Classes
GE CAPITAL: Fitch Holds 'B' Rating on $12.5MM Class L Certs.
GE CAPITAL: Fitch Junks Rating on $5.3 Million Class I Certs.

GOODMAN GLOBAL: Stockholders OKs Acquisition by Hellman & Friedman
GOODMAN GLOBAL: Unit Launches Tender Offer for $579MM Senior Notes
GOODMAN GLOBAL: S&P Assigns B+ Corp. Rating with Stable Outlook
GOODMAN GLOBAL: S&P Places Unit's B+ Rating on Negative Watch
HARRAH'S ENT: High Leverage Cues S&P's B2 Corporate Rating

INDEPENDENCE COUNTY: S&P Places BB+ Rating on $29.3 Mil. Bonds
INTERSTATE BAKERIES: No Alternative Funding Proposals Received
KELLWOOD CO: Urges Shareholders to Defer Action on Tender Offer
KENNETH KUNES: Voluntary Chapter 11 Case Summary
LENOX GROUP: Explores Strategic Options, Board OKs Rights Plan

MAAX HOLDINGS: Reports $76.6 Mil. Loss in 3rd Qtr. Ended Nov. 30
MARCAL PAPER: Lambasts Creditors' Panel for Trying to Delay Sale
MARCOTTE PROPERTIES: Files Voluntary Chapter 11 Case Summary
MASHANTUCKET WESTERN: S&P Ratings Not Affected by 17% Decline
MASTR ADJUSTABLE: Moody's Downgrades Ratings on Nine Tranches

MICHAEL HOLOKA: Case Summary & 11 Largest Unsecured Creditors
MONEYGRAM INTERNATIONAL: In Negotiations for Recapitalization
MONEYGRAM INT'L: Gets January 31 Waiver from Lenders
MONEYGRAM INT'L: Incurs Additional Net Unrealized Losses of $571MM
MONEYGRAM INT'L: Losses Spur S&P to Cut Rating to BB from BBB

MONEYGRAM INT'L: Weak Portfolio Cues Moody's to Cut Corp. Rating
MONEYGRAM INTERNATIONAL: Fitch Lowers Issuer Default Rating to BB-
MORGAN STANLEY: Nine Tranches Obtains Moody's Junk Ratings
MORGAN STANLEY: S&P Puts BB- Note Rating on Developing Watch
MORTGAGE CAPITAL: Fitch Revises DRR on 'CCC' Rated Cert. to DR3

MORTGAGE LENDERS: Four Lenders Want Automatic Stay Terminated
MORTGAGE LENDERS: Sovereign Bank Wants Automatic Stay Lifted
MORTGAGE LENDERS: Says Arizona Property Not a Bankruptcy Estate
MORTGAGEIT SECURITIES: Moody's Lowers Ratings on Six Tranches
MOVIE GALLERY: Court Okays Procedures to Determine Cure Amounts

MOVIE GALLERY: Wants CIO Seth Levy's Employment Terms Approved
NITROMED INC: Plans to Reduce Work Force from 90 to 20 Positions
OCWEN FINANCIAL: Proposed Buy-Out Cues Moody's Rating Reviews
OCWEN FINANCIAL: S&P Ratings Unmoved by Going Private Plan
OMI MEDICAL: Files for Chapter 11 Protection in Florida

PACIFIC LUMBER: BoNY Asks Court to Appoint Chapter 11 Trustee
PACIFIC LUMBER: Court Okays Terms of Log Purchase Pact with MAXXAM
PACIFIC LUMBER: Wants to Sell Scotia School & Recreation Center
PAETEC HOLDING: Moody's Maintains B2 Corporate Family Rating
PHH MORTGAGE: Fitch Rates Series 2006-2 Class B-5 Certs. at B

PIONEER NATURAL: Prices $440MM Offering of Conv. Senior Notes
PIONEER NATURAL: S&P Puts BB+ Rating on Proposed $400MM Notes
PNM RESOURCES: Moody's Puts Ratings Under Review & May Downgrade
REGENCY ENERGY: Moody's Keeps Ba3 Rating After $655MM CDM Deal
RIVER ROCK: Wants to Hire Shuford Hunter as General Bankr. Counsel

RIVER ROCK: Section 341(a) Meeting Scheduled for January 30
QUEBECOR WORLD: Accepts CDN$400 Mil. Rescue Financing Proposal
SCAN INTERNATIONAL: Taps Whiteford Taylor as Bankruptcy Counsel
SCAN INTERNATIONAL: U.S. Trustee Appoints 4-Member Creditors Panel
SCAN INTERNATIONAL: Section 341(a) Meeting Scheduled for Jan. 30

SEA CONTAINERS: Court Extends Plan-Filing Period to February 20
SEA CONTAINERS: Sopris Capital Reports Ownership of SCL Shares
SHAW GROUP: Increases Credit Facility to $1 Bil. from $850 Mil.
SOLUTIA INC: Reaches Settlement with Senior Secured Noteholders
SPECIALTY UNDERWRITING: S&P Affirms Ratings on All Cert. Classes

STRATUS SERVICES: Gruber & Company Raises Going Concern Doubt
STRUCTURED ASSET: Moody's Downgrades Ratings on 18 Tranches
TAHERA DIAMOND: Obtains Protection Under CCAA Until February 14
TANGER FACTORY: Closes $100 Mil. Unsecured Credit Line Expansion
TERADYNE INC: FTC Okays Early Termination on Merger Waiting Period

UBS COMMERCIAL: Moody's Assigns Definitive Ratings to Securities
UBS MORTGAGE: Fitch Affirms Low-B Ratings on Five Loan Classes
VALMONT INDUSTRIES: S&P Upgrades Corp. Rating to BB+ from BB
WACHOVIA AUTO: Fitch to Put 'BB-' Rating on $14.97 Mil. Trust
WACHOVIA AUTO: S&P Puts Preliminary BB Ratings on Two Sub Notes

WACHOVIA BANK: Stable Performance Cues Fitch to Affirm Ratings
YOUNG BROADCASTING: Selling Largest TV Station; Hires Moelis & Co.
YOUNG BROADCASTING: Sept. 30 Balance Sheet Upside-Down by $216MM

* S&P Puts Ratings on 162 Tranches Under Negative CreditWatch
* Standard and Poor's Cuts Ratings on 13 Synthetic CDO Tranches

* Debtwire Unveils 2008 Distressed Debt Outlook for North America

* Delaware Bankruptcy Court is Preferred "Emergency Room"

* Mortgage Values in Colorado Would Have Cost More, Bankers Say
* Rockford Area's Bankruptcy Filings Up by 20% in 2007

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



                             *********

20/20 FASHIONS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: 20/20 Fashions, Inc.
        dba Fashions For Her
        1150 El Camino Real, #224
        San Bruno, CA 94066

Bankruptcy Case No.: 08-30054

Type of Business: The Debtor sells clothes for women.

Chapter 11 Petition Date: January 14, 2008

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtors' Counsel: Iain A. Macdonald, Esq.
                  Macdonald and Associates
                  221 Sansome Street
                  San Francisco, CA 94104
                  Tel: (415) 362-0449
                  http://www.macdonaldlawsf.com/

Estimated Assets: Less than $10,000

Estimated Debts:  $100,000 to $1 million

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


AARDVARK ABS: Moody's Junks Rating on $47 Million Senior Notes
--------------------------------------------------------------
Moody's Investors Service downgraded ratings of three classes of
notes issued by AArdvark ABS CDO 2007-1, and left on review for
possible further downgrade the rating of one of these classes.  
Moody's also announced that the rating of another class of Notes
issued by Aardvark ABS CDO 2007-1 is no longer on review for
possible downgrade.  The notes affected by this rating action are:

Class Description: $1,320,000,000 Class A1 Senior Secured Floating
Rate Notes Due October 2008

  -- Prior Rating: P-1, on review for possible downgrade
  -- Current Rating: P-1

Class Description: $78,000,000 Class A2 Senior Secured Floating
Rate Notes Due July 2047

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $47,000,000 Class B Senior Secured Floating
Rate Notes Due July 2047

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

Class Description: $23,500,000 Class C Senior Secured Floating
Rate Notes Due July 2047

  -- Prior Rating: Caa3
  -- Current Rating: Ca

The rating downgrade actions reflect deterioration in the credit
quality of the underlying portfolio, as well as the occurrence on
Dec. 27, 2007, as reported by the Trustee, of an event of default
caused by the occurrence of a Senior Overcollateralization Default
as described in Section 5.1(i) of the Indenture dated March 1,
2007.

AArdvark ABS CDO 2007-1 is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, a Senior Overcollateralization
Default occurred.

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

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


ABN AMRO: Fitch Affirms 'BB' Rating on Class B-4 Certificates
-------------------------------------------------------------
Fitch Ratings affirms ABN AMRO 2002-10 mortgage pass-through
certificates as:

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

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$141.9 million in outstanding certificates.

The pool factor is approximately 20%, and the transaction is 60
months seasoned.  The amount of loans in the 60+ buckets is
approximately 0.69% of the current collateral balance, and
cumulative losses are approximately 0.02%.


AFC Automobile: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: A.F.C. Automobile Receivables Funding II, L.L.C.
             3237 Virginia Beach Blvd.
             Virginia Beach, VA 23452

Bankruptcy Case No.: 08-70140

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Auto Finance Co., L.L.C.                   08-70139

Chapter 11 Petition Date: January 15, 2008

Court: Eastern District of Virginia (Norfolk)

Debtors' Counsel: Michael Gregory Wilson, Esq.
                  Hunton & Williams, L.L.P.
                  951 East Byrd Street
                  Richmond, VA 23219
                  Tel: (804) 788-8200
                  Fax: (804) 788-8218

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
A.F.C. Automobile           $10 Million to         $10 Million to
Receivables Funding II,     $50 Million            $50 Million
L.L.C.

Auto Finance Co., L.L.C.    $1 Million to          $1 Million to
                            $10 Million            $10 Million

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


AEP INDUSTRIES: Earnings Drop to $30 Mil. in Year Ended Oct. 31
---------------------------------------------------------------
AEP Industries Inc. reported $30.05 million net income for fiscal
year ended Oct. 31, 2007, compared to $62.93 million net income
for fiscal 2006.

"During 2007 we increased Adjusted EBITDA, a key metric used for
measuring operating performance in our industry, by 11% to $87.4
million; returned $49 million to shareholders in repurchasing
1,129,100 shares of our common stock; increased sales volumes 5%
in a very competitive marketplace; and effectively continued to
control our operating expenses and resin cost spreads," Brendan
Barba, chairman and chief executive officer of the company stated.

"We are well capitalized and believe we can deal effectively with
any adverse situation that may result from the financial markets,"
Mr. Barba continued.  "Our focus will continue to be directed
toward growth and improving the fundamentals of our business."

                 Liquidity and Capital Resources

The company ended fiscal 2007 with a net debt position or current
bank borrowings plus long term debt less cash and cash equivalents
of $194.9 million, compared with $192.6 million at the end of
fiscal 2006.

During fiscal 2007, in addition to its normal operating
activities, the company:

   -- repurchased a total of 1,129,100 shares of its common
      stock for an aggregate purchase price of $49 million,
      utilizing cash on hand coupled with borrowings under its
      credit facility;

   -- completed the sale of its land and building located in
      Sydney, Australia for $7.8 million;

   -- had the U.S. company repay in November 2006 its
      intercompany loan to the UK operation in the amount of
      $2.4 million, which is currently being held in escrow
      awaiting transfer to the UK Pension Protection fund to
      fund the UK defined contribution plan; and

   -- incurred approximately $15.6 million of capital
      expenditures during fiscal 2007 related to a new 10-color
      print press installed in its Kentucky plant with
      production expected to commence in March 2008, a 50,000
      square foot expansion of its Pennsylvania plant, two co-
      extruded film lines with a combined capacity of
      twenty million pounds, a new PVC line in its Georgia
      plant with production expected to commence in
      January 2008, and a new specialty line installed in its
      North Carolina plant with production expected to commence
      in February 2008.

The company's working capital amounted to $86.2 million at
Oct. 31, 2007, compared to $92.8 million at Oct. 31, 2006.  The
decrease in working capital of $6.6 million was due to:

   a) the sale of its land and building in Sydney, Australia
      with the proceeds from the sale used to pay down its long
      term borrowings;

   b) a decrease in the company's current deferred tax asset,
      resulting from the utilization of the US net operating
      loss carryforwards; and

   c) an increase in accounts payable due to timing of resin
      purchase payments, partially offset by an increase in
      accounts receivable, resulting from an increase in sales
      during the fourth quarter of fiscal 2007 as compared to
      the fourth quarter of fiscal 2006.

At Oct. 31, 2007, the company has an aggregate of approximately
$125.2 million available under its various credit facilities.

At Oct. 31, 2007, the company's balance sheet showed total assets
of $329.03 million, total liabilities of $286.66 million and total
shareholders' equity $42.37 million.

                     About AEP Industries Inc.

Based in South Hackensack, New Jersey, AEP Industries Inc.
(NASDAQ:AEPI) -- http://www.aepinc.com/-- manufactures plastic  
packaging films in North America and markets a line of
polyethylene, polyvinyl chloride and polypropylene flexible
packaging products, with consumer, industrial and agricultural
applications used in a variety of industries, including the
packaging, transportation, chemical, electronics, agricultural and
textile industries.  It operates in two geographical segments:
North America and Europe.  In February 2006, the company acquired
Mercury Plastic Inc.'s Bowling Green, Kentucky facility.  In May
2006, the company liquidated its remaining interest in AEP
Industries (Australia) Pty Limited.

                         *     *     *

Moody's Investors Service placed AEP Industries Inc.'s long term
corporate family rating at 'Ba3' on September 2006.  The
Rating still holds to date with a stable outlook.


AMBAC FIN'L: To Raise $1 Bil. Capital; Cuts Common Stock Dividend
-----------------------------------------------------------------
Ambac Financial Group Inc. disclosed in a regulatory filing with
the Securities and Exchange Commission that its Board of Directors
has approved a plan to strengthen its capital base through the
issuance of at least $1 billion of equity and equity-linked
securities.  The plan may also include additional capital from
reinsurance or issuance of debt securities.

Ambac also said that as part of its capital initiative, it will
reduce the quarterly dividend on its common stock from $0.21 per
share to $0.07 per share.

With regards to the results of its fourth quarter fair value
review of its outstanding credit derivative contracts, Ambac's
estimate of the fair value or "mark-to-market" adjustment for
its credit derivative portfolio for the quarter ended Dec. 31,
2007 amounted to an estimated loss of $5.4 billion, pre-tax,
$3.5 billion, after tax.  Of the estimated $5.4 billion pre-tax
mark-to-market loss, approximately $1.1 billion represents
estimated credit impairment related to certain collateralized
debt obligations of asset-backed securities transactions.

Ambac said it expects to report a loss provision amounting to
approximately $143 million, pre-tax.  The loss provision
relates primarily to underperforming home equity line of credit
and closed-end second lien RMBS securitizations.

As a result of the losses, Ambac expects to report a net loss
per share of up to $32.83 for the fourth quarter ended Dec. 31,
2007.  Earnings measures reported by research analysts are on an
operating basis and exclude the net income impact of mark-to-
market
gains and losses on credit derivative contracts internally rated
investment grade, as well as certain other items.

Ambac expects to report operating losses per share of up to $5.80
for the fourth quarter primarily as a result of the losses on
CDOs and home equity line of credit transactions.  In addition,
book value per share is expected to be approximately $21.00 per
share at Dec. 31, 2007.

Ambac moved the reporting of its fourth quarter results to
Tuesday, Jan. 22, 2008 at 6:00 a.m. (ET), from the originally
scheduled date of Wednesday, Jan. 30, 2008.

Just recently, Karen Richardson of The Wall Street Journal
reports that investors gave a thumbs down to Ambac's $1 billion
capital-raising plan after it warned of a big fourth-quarter loss.

                      About Ambac Financial

Headquartered in New York City, Ambac Financial Group Inc.
(NYSE: ABK) -- http://www.ambac.com/-- through its subsidiaries,  
provides financial guarantee products and other financial services
to clients in the public and private sectors worldwide.  Ambac's
principal operating subsidiary, Ambac Assurance Corporation, is
a guarantor of public finance and structured finance obligations.


AMBAC FIN'L: Appoints Michael Callen as Chairman and Interim CEO
----------------------------------------------------------------
Ambac Financial Group Inc. disclosed in a regulatory filing with
the Securities and Exchange Commission that its Board of Directors
has named Michael A. Callen as Chairman and Interim Chief
Executive Officer.  

Mr. Callen has been Presiding Director and a member of the Audit;
Compensation; and Governance committees of Ambac's Board of
Directors.  

He succeeds Robert J. Genader, who will retired from the company
effective Jan. 16, 2008.

Mr. Callen will be receiving a base salary at an annualized rate
of $650,000 per year.

On Jan. 13, 2008, Mr. Genader informed Ambac of his intention to
retire as its Chairman, President and CEO and Director, effective
Jan. 16, 2008.  Mr. Genader does not serve on any of the
committees of the Board of Directors.  Mr. Genader stated that his
decision to retire was prompted, in part, by his disagreement with
aspects of the Board's capital raising plan.

Also on the same date, W. Grant Gregory, a member of the Board of
Directors of Ambac, informed Ambac that he would be resigning from
the Board of Directors effective immediately.  He informed the
company that in doing so, he wanted to concentrate on his
professional responsibilities as the President of Cerberus
Operations and Advisory Company LLC, an affiliate of Cerberus
Capital Management L.P., and it was not in relation to any
disagreement with the company.

                      About Ambac Financial

Headquartered in New York City, Ambac Financial Group Inc.
(NYSE: ABK) -- http://www.ambac.com/-- through its subsidiaries,  
provides financial guarantee products and other financial services
to clients in the public and private sectors worldwide.  Ambac's
principal operating subsidiary, Ambac Assurance Corporation, is
a guarantor of public finance and structured finance obligations.

  
AMBAC FINANCIAL: Moody's Reviews Rating and May Downgrade
---------------------------------------------------------
Moody's Investors Service placed the Aaa insurance financial
strength ratings of Ambac Assurance Corporation and Ambac
Assurance UK Limited on review for possible downgrade.  In the
same rating action, Moody's also placed the ratings of the holding
company, Ambac Financial Group, Inc. (senior debt at Aa2), and
related financing trusts on review for possible downgrade.  
Moody's stated that this rating action follows Ambac's
announcement of record losses, a capital raising plan, and the
retirement of its CEO.

As a result of this review, the Moody's-rated securities that are
"wrapped" or guaranteed by Ambac are also placed under review for
possible downgrade, except those with higher public underlying
ratings.

Ambac has announced that it expects to record a $5.4 billion pre-
tax ($3.5 billion after-tax) mark-to-market loss on its credit
derivative portfolio for the quarter ended Dec. 31, 2007.  Of this
amount approximately $1.1 billion represents expected credit-
related impairment on certain ABS CDO transactions.  This is a
significant change in Ambac's view of the ultimate losses to be
realized from these transactions.  According to James Eck, a
Moody's VP-Senior Analyst, "This loss significantly reduces the
company's capital cushion and heightens concern about potential
further volatility within Ambac's mortgage and mortgage-related
CDO portfolios."

Ambac also announced that it intends to augment its claims-paying
resources through the issuance of at least $1 billion of equity
and equity-linked securities, as well as explore the use of other
sources of capital.  The company will also decrease its common
share dividend by 67%.

Moody's also said that the departure of the chief executive, at a
time of severe turbulence in the credit markets and in the
financial guaranty industry, was a consideration in the decision
to review the rating.

Moody's review of Ambac's ratings will focus on risk in the
company's insured portfolio and execution of its capital plan, as
well as new management's ability to formulate and execute
strategic and operational plans in the rapidly evolving market for
financial guaranty insurance.

Jack Dorer, Managing Director, added, "The market stresses
contributing to Ambac's recent financial and organizational
announcements are also evident at other financial guarantors,
particularly those with significant mortgage and mortgage-related
CDO exposures."  Moody's will be evaluating, in the near term, the
degree to which these issues -- including the extent of customer
and investor support -- affect the ratings of other firms in the
industry and communicate with the market as appropriate.

These ratings have been placed on review for possible downgrade:

  -- Ambac Assurance Corporation: insurance financial strength
     at Aaa;

  -- Ambac Assurance UK Limited -- insurance financial strength
     at Aaa;

  -- Ambac Financial Group, Inc.: senior unsecured debt at Aa2,
     junior subordinated debt at Aa3 and provisional rating on
     preferred stock at (P)A1;

  -- Anchorage Finance Sub-Trusts I-IV: contingent capital
     securities at Aa2; and

  -- Dutch Harbor Finance Sub-Trusts I-IV: contingent capital
     securities at Aa2.

The most recent rating action on Ambac occurred on Dec. 14, 2007,
when Moody's affirmed Ambac's insurance financial strength and
debt ratings with a stable outlook.

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.  For the nine months ended Sept. 30,
2007, Ambac reported net income of $26 million.  As of Sept. 30,
2007, Ambac had shareholders' equity of approximately $5.65
billion.


ANALYTICAL SURVEYS: Malone & Bailey Raises Going Concern Doubt
--------------------------------------------------------------
Houston-based Malone & Bailey PC expressed substantial doubt about
the ability of Analytical Surveys Inc. to continue as a going
concern after it audited the company's financial statements for
the year ended Sept. 30, 2007.

The auditing firm reported that the company has suffered
significant operating losses in 2007 and prior years and does not
currently have external financing in place to fund working capital
requirements

The company posted a net loss of $4,534,000 on total revenues of
$586,000 for the year ended Sept. 30, 2007, as compared with a net
loss of $335,000 on total revenues of $4,320,000 in the prior
year.

At Sept. 30, 2007, the company's balance sheet showed $1,176,000
in total assets and $2,274,000 in total liabilities, and
$1,098,000 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?270a

                   About Analytical Surveys

Based in San Antonio, Tex., Analytical Surveys Inc. (Nasdaq: ANLT)
-- http://www.asienergy.com/-- provides utility-industry data   
collection, creation, and management services for the geographic
information systems markets.  The company has recently
transitioned its focus toward the development of oil and gas
exploration and production opportunities.  ASI's Energy Division
is focused on high-quality exploratory and developmental drilling
opportunities, as well as purchase of proven reserves with upside
potential attributable to behind-pipe reserves, infill drilling,
deeper reservoirs, and field extension opportunities.


ATHERTON-NEWPORT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Atherton-Newport Investments, L.L.C.
        4 Park Plaza, Suite 1050
        Irvine, CA 92694

Bankruptcy Case No.: 08-10230

Type of Business: The Debtor is a real estate investment and
                  development company based in Irvine, California.  
                  Formed in 2001, it has expertise in the
                  acquisition, rehabilitation, repositioning and
                  management of multi-family investments, as well
                  as the entitlement and development of infill
                  residential sites.  Its investments are focused
                  on two major segments of the residential real
                  estate market, namely apartment assets with
                  value-added potential and land to be entitled
                  for residential development.  See
                  http://www.atherton-newport.com

Chapter 11 Petition Date: January 16, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Joseph A. Eisenberg, Esq.
                  Jeffer, Mangels, Butler & Marmaro, L.L.P.
                  1900 Avenue of the Stars, 7th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 203-8080

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Greenover Managers             $2,000,000
Attention: Kelly Williams
2030 Eastover Drive
Jackson, MS 39211

Nikolai Khabibulin             $1,250,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

A.L.& Shiela Ross              $1,225,000
3535 East Coast Highway,
Suite 362
Corona del Mar, CA 92625

The Ross Family Trust          $1,210,000
3535 East Coast Highway,
Suite 362
Corona del Mar, CA 92625

Harry & Brandy Halladay        $1,100,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Vladimir Guerrero              $1,100,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Buckweitz Investments          $700,000
Attention: J. Buckweitz
9173 Pinnacle Court
Naples, FL 34113

Robert & Candace Ryan          $700,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Brian Leetch                   $600,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Kiritkumar Patel               $580,000
30138 Villa Alturas
Temecula, CA 92592

Tim Bryant                     $560,000
25391 Spotted Pony Lane
Laguna Hills, CA 92653

Sergei Zubov                   $500,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Erubiel Durazo                 $500,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Ethan Thomas                   $500,000
Attention: M.T.X. Wealth
7475 Wisconsin Avenue,
Suite 600
Bethesda, MD 20814

Antonio Cagnolo                $480,000
2949 Cliff Drive
Newport Beach, CA 92663

Henry Weingarten Trust         $450,000
Attention: H. Weingarten
4611 Westchester Drive
Woodland Hills, CA 91364

S.P.E.P. Investments           $440,000
Attention: J. Klaff
1150 Summer Street
Stamford, CT 06905

Steven Di Mercurio             $425,000
1060 Crest Avenue
Pacific Grove, CA 93950

Maly Trust                     $400,000
Attention: Life Wealth
27441 Tourney Road, Suite 240
Valencia, CA 91355

Christeen Brown Irrevocable    $400,000
Trust
Attention: Life Wealth
27441 Tourney Road, Suite 240
Valencia, CA 92355


ATLAS MARKETING: File Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Atlas Marketing Group, L.C.
        6063 Olympiad Lane
        Harriman, UT 84043
        Tel: (801) 592-5900

Bankruptcy Case No.: 08-20225

Type of Business: The Debtor manufactures communication and  
                  geostationary satellites.

Chapter 11 Petition Date: January 15, 2008

Court: District of Utah (Salt Lake City)

Debtors' Counsel: Ronald S. George, Esq.
                  Ronald S. George P.A.
                  218 W. Paxton Avenue
                  Salt Lake City, UT 84101
                  Tel: (208) 232-2515
                  Fax: (208) 232-9467
                  http://www.hostidaho.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


BEAR STEARNS: Eight Tranches Acquire Moody's Low-B Ratings
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of twenty four
tranches and has placed under review for possible downgrade the
ratings of seven tranches from five transactions issued by Bear
Stearns Mortgage Funding Trust in 2007.  Three 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:

Bear Stearns Mortgage Funding Trust 2007-AR1

  -- Cl. I-B-7, Downgraded to Baa1, previously A2,

  -- Cl. I-B-8, Downgraded to Baa2, previously Baa1,

  -- Cl. I-B-9, Downgraded to Baa3, previously Baa2,

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

  -- Cl. II-B-2 Currently Aa3, on review for possible
     downgrade,

  -- Cl. II-B-3, Downgraded to Baa2, previously A3,

  -- Cl. II-B-4, Downgraded to Ba1, previously Baa1,

  -- Cl. II-B-5, Downgraded to B3 on review for possible
     further downgrade, previously Ba2,

Bear Stearns Mortgage Funding Trust 2007-AR2, Mortgage Pass-
Through Certificates, Series 2007-AR2

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

  -- Cl. B-2 Currently Aa3, on review for possible downgrade,

  -- Cl. B-3, Downgraded to Baa2, previously A3,

  -- Cl. B-4, Downgraded to Ba1, previously Baa1,

  -- Cl. B-5, Downgraded to B3 on review for possible further
     downgrade, previously Ba2,

Bear Stearns Mortgage Funding Trust 2007-AR3

  -- Cl. I-B-7, Downgraded to Baa1, previously A2,

  -- Cl. I-B-8, Downgraded to Baa2, previously Baa1,

  -- Cl. I-B-9, Downgraded to Baa3, previously Baa2,

  -- Cl. II-B-2 Currently Aa3, on review for possible  
     downgrade,

  -- Cl. II-B-3, Downgraded to A3, previously A2,

  -- Cl. II-B-4, Downgraded to Baa1, previously A3,

  -- Cl. II-B-5, Downgraded to Baa3, previously Baa1,

  -- Cl. II-B-6, Downgraded to B1, previously Ba2,

Bear Stearns Mortgage Funding Trust 2007-AR4

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

  -- Cl. II-B-2 Currently Aa3, on review for possible
     downgrade,

  -- Cl. II-B-3, Downgraded to Baa1, previously A2,

  -- Cl. II-B-4, Downgraded to Baa2, previously A3,

  -- Cl. II-B-5, Downgraded to Ba1, previously Baa1,

  -- Cl. II-B-6, Downgraded to B3 on review for possible
     further downgrade, previously Ba2,

Bear Stearns Mortgage Funding Trust 2007-AR5

  -- Cl. I-B-9, Downgraded to Baa3, previously Baa2,
  -- Cl. II-B-4, Downgraded to Baa2, previously A2,
  -- Cl. II-B-5, Downgraded to Baa3, previously A3,
  -- Cl. II-B-6, Downgraded to Ba1, previously Baa1.


BEAR STEARNS: Poor Performance Cues S&P's Six Rating Downgrades
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on six
classes of mortgage pass-through certificates from Bear Stearns
Asset Backed Securities Trust's series 2006-3 and 2006-SD3.   
Concurrently, S&P affirmed its ratings on 37 classes from these
two deals as well as series 2006-SD2.
     
The downgrades of four classes from series 2006-3 reflect the
deteriorating performance of the collateral pools.  The current
loss levels for series 2006-3 and 2006-SD3 indicate that current
and projected credit support percentages are not sufficient to
support the ratings at their previous levels.
     
As of the December 2007 remittance period, severely delinquent
loans (90-plus days, foreclosures, and REOs) for series 2006-SD3
were 34.73% of the current pool balance, which represents an
increase of 30.76% from six months ago and an increase of 83.27%
year-over-year.  Cumulative realized losses, as a percentage of
the original pool balance, were 0.58%.
     
Moreover, as of the December 2007 remittance period, severely
delinquent loans for series 2006-SD3 were 8.88% of the current
pool balance for structure group 1, which represents an increase
of 17.77% from six months ago and 89.33% from one year ago.  
Likewise, severely delinquent loans were 13.21% of the
current pool balance for structure group 2, which represents a
52.54% increase from six months ago and over a 100% increase from
a year ago.  Cumulative realized losses, as a percentage of the
original pool balance, were 0.41% for structure group 1 and 0.04%
for structure group 2.
     
Notwithstanding the downgrades of the aforementioned classes from
series 2006-3 and 2006-SD3, the remaining classes from these
series have adequate credit support for the current ratings.  A
combination of subordination, excess spread, and
overcollateralization (O/C) provides credit support for series
2006-3 and subordination provides credit support for series 2006-
SD3.  The affirmations reflect loss coverage percentages that are
sufficient to maintain the current ratings.
     
As of the December 2007 remittance period, severely delinquent
loans for series 2006-SD2 were 8.81% of the current pool balance.  
Cumulative realized losses, as a percentage of the original pool
balance, were 0.53%.  The affirmations for this series are based
on loss coverage percentages that are sufficient to maintain the
current ratings.  Subordination, O/C, and excess spread provide
credit support for this deal.
     
These transactions are 13 to 17 months seasoned and have
outstanding pool factors of approximately 80.00% or lower.
     
The underlying collateral for these deals originally consisted of
first-lien, scratch & dent, fixed- and adjustable-rate mortgage
loans on residential properties.

                         Ratings Lowered

          Bear Stearns Asset Backed Securities Trust
              Mortgage pass-through certificates

                                        Rating
                                        ------
        Series         Class      To              From
        ------         -----      --              ----
        2006-3         M-4        BBB             A-
        2006-3         M-5        BB+             BBB+
        2006-3         M-6        BB              BBB
        2006-3         M-7        BB-             BBB-
        2006-SD3       I-B-5      CCC             B
        2006-SD3       II-B-5     CCC             B

                         Ratings Affirmed
  
            Bear Stearns Asset Backed Securities Trust
                Mortgage pass-through certificates

                Series         Class         Rating
                ------         -----         ------
                2006-3         A-1           AAA
                2006-3         A-2           AAA
                2006-3         A-3           AAA
                2006-3         M-1           AA
                2006-3         M-2           AA-
                2006-3         M-3           A
                2006-SD2       A-1           AAA
                2006-SD2       A-2           AAA
                2006-SD2       A-3           AAA
                2006-SD2       M-1           AA
                2006-SD2       M-2           A
                2006-SD2       M-3           BBB
                2006-SD2       M-4           BBB-
                2006-SD3       I-A-1A        AAA
                2006-SD3       I-A-1B        AAA
                2006-SD3       I-A-1C        AAA
                2006-SD3       I-PO          AAA
                2006-SD3       I-A-2A        AAA
                2006-SD3       I-A-2B        AAA
                2006-SD3       I-A-3         AAA
                2006-SD3       I-X           AAA
                2006-SD3       I-B-1         AA
                2006-SD3       I-B-2         A
                2006-SD3       I-B-3         BBB
                2006-SD3       I-B-4         BB
                2006-SD3       II-1A-1       AAA
                2006-SD3       II-1A-2       AAA
                2006-SD3       II-2A-1       AAA
                2006-SD3       II-2A-2       AAA
                2006-SD3       II-3A-1       AAA
                2006-SD3       II-X-1        AAA
                2006-SD3       II-3A-2       AAA
                2006-SD3       II-X-2        AAA
                2006-SD3       II-B-1        AA
                2006-SD3       II-B-2        A
                2006-SD3       II-B-3        BBB
                2006-SD3       II-B-4        BB


BECKERMAN KITCHENS: Gets $3.1 Mil. Buy Offer from Ludvik Capital
----------------------------------------------------------------
Ludvik Capital, Inc. has made an offer to buy Beckermann Kitchens.  
Ludvik made the offer for all the assets of Beckermann for
$3.1 million in cash and securities to acquire the company from
bankruptcy.  Ludvik intends to form a new manufacturing company
that will initially focus on producing kitchens for distribution
in the United States and Canada.  The company will also evaluate
opportunities for international partnerships.

"We have partners with more than 25 years industry experience that
are willing to participate with us on this acquisition and we look
forward to working with them and Beckermann on this transaction,"
said Frank Kristan, President of Ludvik Capital Inc.

Ludvik Capital, Inc. -- http://www.ludvikcapital.com/-- makes  
investments in public and private companies.  It provides long-
term equity and debt investment capital to fund growth,
acquisitions and recapitalizations of small and middle-market
companies in a variety of industries.

Located in Canada, Beckermann Kitchens was founded in 1896 and has
been setting the standard for fine quality kitchens from European
tradition of craftsmanship for many years.  Beckermann
manufactures and distributes Cabinetry throughout Canada and into
the United States Market.


BOSQUE POWER: Moody's Rates $412.5 Million Credit Facility at B1
----------------------------------------------------------------
Moody's Investors Service assigned a definitive B1 rating to
Bosque Power Company, LLC's $412.5 million first lien credit
facility, which was initially rated B1 on a provisional basis
based upon preliminary draft documentation.  The rating carries a
stable outlook.  The definitive rating assignment follows Moody's
receipt and review of substantially final documentation, the terms
and conditions of which are not materially different from those
previously conveyed to Moody's.


CABLEVISION CORP: S&P Maintains 'BB' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on Bethpage, Long Island-based cable operator
Cablevision Corp. and removed the ratings from CreditWatch where
they were placed on May 2, 2007 with negative implications.  The
outlook is negative.
     
At the same time, Standard & Poor's affirmed its 'B+' senior
unsecured debt rating for Cablevision, intermediate holding
company CSC Holdings Inc., and subsidiary Rainbow National
Services LLC, and also affirmed the 'B+' subordinated debt rating,
the 'BBB-' senior secured rating and the '1' recovery ratings on
Rainbow National Services.
     
In addition, the rating on CSC Holdings Inc.'s $5.5 billion of
secured bank facilities was raised to 'BB+' from 'BB' and the '2'
recovery rating was affirmed.  All ratings were removed from
CreditWatch.
     
The upgrade for this bank loan reflects Standard & Poor's revised
bank loan methodology, adopted in June 2007, which was not applied
to CSC Holding's bank loan because it was on CreditWatch at that
time.  The ratings were placed on CreditWatch with negative
implications following the announcement that Cablevision's board
of directors had accepted a buyout offer by the Dolan Family
Group.  Shareholders subsequently rejected the buyout in October
2007, but the ratings remained on CreditWatch pending S&P's review
of the company's financial policy and financial and operating
plans.
     
As of Sept. 30, 2007, the company had about $11.3 billion of total
funded debt outstanding, excluding collateralized debt
obligations.
     
Cablevision's ratings reflect the attractive demographics of the
area served by the company's cable TV systems in the metro New
York/New Jersey/Connecticut area, which comprise about
3.1 million basic cable customers.  This has contributed to very
good broadband penetration relative to the industry of 71%, and
high overall subscriber average revenue per user in excess of
$120, one of the highest levels in the industry, as well as
healthy cable EBITDA margins of about 38%.  This business is
therefore considered to have a satisfactory business position.
     
However, the attractive nature of the subscriber base has also
prompted aggressive competition from Verizon's FiOS
television/broadband services over the last year, which could
accelerate even further in 2008 as Verizon increasingly receives
video franchise relief from local regulators in
Cablevision's markets.
      
"We note that it would likely take several years for Cablevision
to demonstrate that it can minimize losses to FiOS. Even if the
FiOS impact can be blunted, a revision to a stable outlook would
also require a tempered financial policy," said Standard & Poor's
credit analyst Catherine Cosentino.


CHARMING SHOPPES: Investor Group Moves for Three New Directors
--------------------------------------------------------------
A group of Charming Shoppes Inc. investors lead by Crescendo
Partners II, L.P., Series Q, has nominated a slate of three
director nominees for election to the Board of Directors
of Charming Shoppes Inc. at the company's 2008 Annual Meeting of
Shareholders.  

The members of the group beneficially own an aggregate of
9,276,805 shares, or approximately 7.9% of the outstanding
shares, of common stock of the company.  

The group has nominated these individuals as independent
directors:

   -- Michael Appel, a Managing Director of Quest
      Turnaround Advisors, with significant retail experience;

   -- Arnaud Ajdler, a Managing Director of Crescendo Partners
      II, L.P.; and

   -- Robert Frankfurt, the President of Myca Partners.  

The group also sent a letter to the company on Jan. 15, 2008,
highlighting its significant concerns with the company's current
business strategy, its capital allocation process and its poorly
performing stock price.  

In the letter the group outlined various measures to re-focus
the company's business operations and unlock the true intrinsic
value of the company.

The group suggested, among others:  

   * exploring the sale of non-core assets to simplify the
     business and focus management on improving its
     underperforming retail operations; and

   * slowing store expansion to focus management on fixing
     the current mix of businesses and increasing free cash
     flow by reducing capital expenditures.

The group also noted that the company's current stock price is
6% lower than where the stock price was more than 12 years ago
when Ms. Dorrit Bern became Chief Executive Officer compared to
a 154% increase in the S&P 500 Index during the same period.

                   Company Confirms Nomination

Charming Shoppes Inc. confirmed that it has received notice that
Crescendo Partners intends to nominate three individuals,
including two hedge fund representatives, for election to
Charming Shoppes' Board of Directors at the company's 2008 Annual
Meeting of Shareholders.  

The company's Board is currently comprised of eight directors,
seven of whom are independent.

"We have had extensive conversations with the group and are
prepared to have continuing conversations with them as long as
they are constructive.  However, the Board of Directors will
not be distracted from its focus on the best interests of all
Charming Shoppes shareholders by the threat of a proxy contest
from a dissident shareholder group," the company said in a
press statement.

In a letter to employees dated Jan. 15, 2008, Charming Shoppes'
Chief Executive Officer Dorrit J. Bern stated that "[a]lthough
the industry as a whole is facing challenging economic and
industry factors, we are confident in our direction for Charming
Shoppes.  We must continue to build our brands and provide our
customers with superior products to create value, both for our
shareholders and our customers."

                    About Charming Shoppes Inc.
  
Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(NASDAQ:CHRS) - http://www.charmingshoppes.com/-- is a multi-
brand, multi-channel specialty apparel retailer specializing
in women's plus-size apparel.  The company operates 2,455 retail
stores in 48 states.  

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Moody's Investors Service placed the Ba3 Corporate family
rating and Ba3 Probability of default rating of Charming Shoppes
Inc. on review for possible downgrade following another downward
revision in earnings and sales estimates for the year by the
company on Oct. 11, 2007.  The review for downgrade reflects
the increase in the company's debt level combined with a
deterioration in operating performance which has resulted in
a material weakening of the company's overall credit profile.

As reported in the Troubled Company Reporter on Oct. 18, 2007,
Standard & Poor's Ratings Services revised its outlook on Charming
Shoppes Inc. to negative from stable.  At the same time, S&P
affirmed the 'BB-' corporate credit rating on the company.


CITIGROUP MORTGAGE: Fitch Retains Junk Ratings on Four Classes
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these Citigroup Mortgage
Securities Inc., Trust issues:

Series 1999-5:

  -- Class A-4 affirmed at 'AA';
  -- Class A-5 affirmed at 'A+';
  -- Class M-1A affirmed at 'B';
  -- Class M-1B affirmed at 'B';
  -- Class M-2 remains at 'C/DR5'.

Series 2000-1:

  -- Class A-3 affirmed at 'A-';
  -- Class A-4 affirmed at 'B';
  -- Class A-5 affirmed at 'B';
  -- Class M-1 remains at 'C/DR5;'
  -- Class M-2 revised to 'C/DR6' from 'C/DR5'.

Series 2000-3:

  -- Class I A affirmed at 'B';
  -- Class I M-1 remains at 'C/DR5'.

The affirmations, affecting approximately $325.1 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The collateral supporting
the above transactions consists of adjustable-rate and fixed-rate
contracts secured by manufactured homes.  All of the contracts
were either originated or purchased by GreenPoint Credit, LLC and
are currently serviced by GreenTree, rated 'RPS3+' by Fitch.

Fitch makes a distinction in credit risk between the senior
classes by taking into account payment priority and time to pay
off.  The classes within the senior tranches of the above series
are paying sequentially.  Fitch deems those senior classes which
are expected to pay off sooner to be of lower credit risk than
those senior classes which will be outstanding for a longer period
of time.  Series 1999-5 currently has a pool factor of 30% and is
seasoned 96 months.  All classes, except for class B, which was
written down to $0 in July 2005 as a result of losses, have the
benefit of a letter of credit provided by First Union National
Bank to absorb future losses.  To date, the $32 million LOC has
been drawn down by 38% of its original value, or $12 million.

Series 2000-1 currently has a pool factor of 34% and is seasoned
92 months.  Originally all classes had the benefit of an LOC
provided by GreenPoint, one supporting class B-2 and one
supporting all other classes.  However, class B-2 was paid off in
October 2002, the senior LOC was drawn down to $0 in May 2003, and
class B-1 was written down to $0 in August 2004.

Series 2000-3 currently has a pool factor of 29% and is seasoned
90 months.  Originally only class I B-2 had the benefit of an LOC
provided by GreenPoint and that class paid off in May 2003.  Class
I B-1 was written down to $0 in November 2004.  Fitch only rates
certificates in Group 1.


CREDIT SUISSE: Fitch Cuts Rating to CC from CCC on $9.9MM Certs.
----------------------------------------------------------------
Fitch Ratings has downgraded two classes, lowered the Distressed
Recovery Rating on one class and affirmed 13 classes of Credit
Suisse First Boston Mortgage Securities Corp.'s commercial
mortgage pass-through certificates, series 2001-CK3 as:

  -- $12.7 million class L downgraded to 'B' from 'B+';
  -- $9.9 million class M downgraded to 'CC/DR3' from
     'CCC/DR1'.

These classes are affirmed:

  -- $66.0 million class A-3 at 'AAA';
  -- $582.4 million class A-4 at 'AAA';
  -- Interest-only class A-X at 'AAA';
  -- $42.3 million class B at 'AAA';
  -- $56.3 million class C at 'AAA';
  -- $11.3 million class D at 'AAA';
  -- $14.1 million class E at 'AAA';
  -- $25.4 million class F at 'AA+';
  -- $8.0 million class G-1 at 'A+';
  -- $11.7 million class G-2 at 'A+';
  -- $14.1 million class H at 'A-';
  -- $24.8 million class J at 'BBB-';
  -- $9.0 million class K at 'BB'.

Fitch does not rate the $21,000 class N or zero balance class O
certificates.  Classes A-1 and A-2 have paid in full.

The downgrade to class M is due to the Fitch projected losses on
the specially serviced loan.  In November 2007 one loan
transferred to special servicing due to nonpayment default.  MBS
Cos. is the current borrower and the loan is a 128-unit
multifamily property in Houston, Texas (0.4%) that reported
December 2007 occupancy of 19%.

As of the December 2007 distribution date, the transaction has
been reduced by 21% since issuance, to $887.9 million from $1.13
billion.  In addition, 34 loans, 37.8% of the pool, have defeased.

At issuance two loans were considered to have investment grade
shadow ratings.  The 888 Seventh Avenue loan has paid in full.

The Atrium Mall is a 215,000 square foot retail center located in
Chestnut Hill, Massachussetts.  Occupancy as of June 2007 was
93.6% compared to 92% at issuance.  The loan maintains its
investment grade shadow rating.


CREDIT SUISSE: Moody's Cuts 27 Tranches' Ratings on Delinquency
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 27 tranches
and has placed under review for possible downgrade the ratings of
10 tranches from 5 deals issued by Credit Suisse 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: CSAB Mortgage-Backed Trust Series 2007-1

  -- Cl. 1-M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. 1-M-2, Downgraded to Baa2, previously A2,
  -- Cl. 1-M-3, Downgraded to Ba2, previously Baa2,
  -- Cl. 1-M-4, Downgraded to Ba3, previously Baa3,
  -- Cl. 1-M-5, Downgraded to Caa1, previously Ba1.

Issuer: CSFB Adjustable Rate Mortgage Trust 2007-1

  -- Cl. C-B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. C-B-2, Downgraded to Baa3, previously A2,
  -- Cl. C-B-3, Downgraded to B3, previously Baa2,
  -- Cl. 5-A-4, Currently Aaa on review for possible downgrade,
  -- Cl. 5-M-1, Currently Aa1 on review for possible downgrade,
  -- Cl. 5-M-2, Currently Aa2 on review for possible downgrade,
  -- Cl. 5-M-3, Currently Aa3 on review for possible downgrade,
  -- Cl. 5-M-4, Downgraded to Baa2, previously A1,
  -- Cl. 5-M-5, Downgraded to Ba1, previously A2,
  -- Cl. 5-M-6, Downgraded to Ba2, previously A3,
  -- Cl. 5-M-7, Downgraded to B1, previously Baa1,
  -- Cl. 5-M-8, Downgraded to Caa1, previously Baa2,
  -- Cl. 5-M-9, Downgraded to Caa3, previously Baa3.

Issuer: CSFB Adjustable Rate Mortgage Trust 2007-2

  -- Cl. 2-M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. 2-M-2, Currently Aa3 on review for possible downgrade,
  -- Cl. 2-M-3, Downgraded to Baa3, previously A2,
  -- Cl. 2-M-4, Downgraded to Ba1, previously A3,
  -- Cl. 2-M-5, Downgraded to Ba3, previously Baa1,
  -- Cl. 2-M-6, Downgraded to B3, previously Baa2,
  -- Cl. 2-M-7, Downgraded to Caa2, previously Baa3.

Issuer: CSMC Mortgage-Backed Trust Series 2007-1

  -- Cl. 1-M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. 1-M-2, Downgraded to Baa2, previously A2,
  -- Cl. 1-M-3, Downgraded to Baa3, previously A3,
  -- Cl. 1-M-4, Downgraded to Ba3, previously Baa2,
  -- Cl. 1-M-5, Downgraded to B3, previously Baa3,
  -- Cl. 1-B-1, Downgraded to Caa3, previously Ba2.

Issuer: CSMC Mortgage-Backed Trust Series 2007-3

  -- Cl. 1-M-1, Currently Aa2 on review for possible downgrade,
  -- Cl. 1-M-2, Downgraded to Ba3, previously A2,
  -- Cl. 1-M-3, Downgraded to B1, previously A3,
  -- Cl. 1-M-4, Downgraded to B3, previously Baa2,
  -- Cl. 1-M-5, Downgraded to Caa3, previously Baa3,
  -- Cl. 1-B-1, Downgraded to Ca, previously Ba2.


DELPHI CORP: Obtains "Broad-Based" Support on Plan
--------------------------------------------------
Delphi Corp. reported the voting results for its First Amended
Joint Plan of Reorganization to the U.S. Bankruptcy Court for the
Southern District of New York.  Voting by classes of creditors and
holders of interests, including shareholders, entitled to vote on
the Plan illustrates broad-based support for the Plan, the company
said in a news release.  

Of the more than 4,000 ballots cast by general unsecured creditors
voting on the Plan, 3,329 or 81% of all voting creditors
aggregated across classes voted to accept the Plan -- excluding
ballots cast by GM, plaintiffs in the multi-district litigation
and holders of interests.  Of the total amount voted by all
general unsecured creditor classes, 78% or $2,083,647,859.13 voted
to accept the Plan.  100% of the ballots cast in the GM and MDL
classes voted to accept the Plan in the respective amounts of
$2.57 billion and $57.2 million.  Of the approximately 217,000,000
shares voted by shareholders, 78% or 170,297,851 shares voted to
accept the Plan.

The broad-based support expressed by creditors and shareholders of
Delphi Corporation and its principal subsidiaries holding its US
and global businesses was reflected in the votes of each of the
principal segments of the general unsecured creditor class of the
Delphi-DAS Debtors (Class 1C).  More than 70% of the ballots cast
and 70% of the total dollar amount voted by Delphi's senior note
claims, TOPrS claims, and all other claims, including trade
claims, segments each voted separately to accept the Plan.  The
company noted that one of the classes in one of the subsidiary
debtors (Delphi Diesel Systems Corp. - Class 6C) rejected the Plan
because less than two-thirds in amount of the ballots cast
supported the Plan.  In addition, depending on whether the
Bankruptcy Court allows certain other contested ballots to be
counted, one additional class in each of two additional subsidiary
debtors (Connection System Debtors - Class 3C and Delco
Electronics Overseas Corporation - Class 5C) will have rejected
the Plan based on a reduction in the percentage of dollar amounts
voted in favor of the Plan below the statutory threshold.

Although no assurances can be made, Delphi believes that the Plan
satisfies the requirements of the Bankruptcy Code and is
confirmable notwithstanding the rejection of the Plan by certain
classes.  A confirmation hearing on the Plan is scheduled to begin
on Jan. 17, 2008.

Headquartered in Troy, Michigan, Delphi Corporation (PINKSHEETS:
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. 107; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELTA AIR: S&P Says Merger Talks Has No Effect on Ratings
---------------------------------------------------------
Standard and Poor's says media sources reported that Delta Air
Lines Inc. (B/Positive/--) has entered into merger talks with UAL
Corp. (B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--).   
Standard & Poor's Ratings Services said that this report has no
effect on its ratings or outlook on Delta, but that confirmed
merger negotiations would result in S&P's placing ratings of Delta
and other airlines involved on CreditWatch, most likely with
developing or negative implications.

Although Delta has not confirmed the merger discussions, the head
of the airline's pilots' union (which has a seat on Delta's board
of directors) told the pilots in an internal (but widely reported)
letter last week that industry consolidation may be very close.  
Delta had stated earlier that it is conducting an internal review
regarding the desirability of pursuing a merger.  Similarly, the
CEO of Northwest is reported to have recently told that airline's
employees that the company would carefully consider any merger
proposal, and that the right transaction could be favorable for
Northwest.  UAL's CEO has been outspoken in favor of consolidation
since the airline emerged from bankruptcy in early 2006.

The credit implications of any merger would depend on Standard &
Poor's evaluation of the competitive and operating opportunities
and risks involved, and on how the merger was to be financed.  An
all-equity transaction, in which shareholders of one airline
receive shares of the other, would clearly be more favorable, as
it would not involve adding debt.  S&P believes that it is likely
that an announced merger agreement between Delta and either
Northwest or UAL would trigger negotiations between the remaining
airline and Continental Airlines Inc. (B/Stable/B-3).  UAL's CEO
has in the past stated that he believes a merger of UAL and
Continental would have considerable benefits.  At present,
Northwest can block a merger involving Continental in most
circumstances, but if Northwest itself enters into a merger with
another large airline, that blocking right would end.


DENVER RADIO: Wants to Hire Media Venture as Financial Advisor
--------------------------------------------------------------
Denver Radio Company, LLC and its debtor-affiliates ask authority
from the U.S. Bankruptcy Court for the District of Colorado to
employ Media Venture Partners, LLC as its financial advisor and
investment banker.

Media Venture will:

   a) advise and assist the Debtor in connection with finding new
      interim financing, including identifying, analyzing,
      structuring, negotiating and effecting a financing
      transaction to provide for the working capital needs and
      administrative expenses, including legal fees, associated
      with a Chapter 11 reorganization;

   b) advise and assist the Debtor in connection with finding new
      debt or equity financing, including identifying, analyzing,
      structuring, negotiating and effecting a refinancing of the
      Debtor's existing indebtedness pursuant to a rights offering
      or other offering of private securities (whether in the form
      of debt, equity or equity-linked securities), or any other
      similar transaction or series of transactions or any
      combination; and

   c) advise and assist the Debtor in connection with identifying,
      analyzing, structuring, negotiating and effecting potential
      purchasers in connection with the potential sale of the
      Debtor or all or a portion of its assets through any
      structure, vehicle or form of transaction, including, but
      not limited to direct or indirect acquisition, sale of
      assets, merger, consolidation, restructuring, transfer or
      securities or any similar or related transaction.

Pursuant to an engagement agreement entered into between the
Debtors and Media Venture, the Debtors will pay the firm a:

   -- Monthly Retainer Payment.  MVP will continue to receive a
      monthly retainer payment of $15,000 for the Debtors
      collectively on each monthly anniversary of the execution of
      the engagement letter.  50% of such monthly retainers will
      be credited against a transaction fee or capital raise fee;

   -- DIP Financing Fee.  MVP will receive a cash fee upon closing
      of a DIP financing transaction, whether on a stand alone
      basis or to consummate any other transaction, equal to 2%
      for any debt security pari passu or senior to the Debtors'
      existing pre-petition indebtedness;

   -- Capital Raise Fee.  MVP will receive a cash fee in
      conjunction with a Capital Raise in an amount equal to 1%
      for any such senior or subordinated debt, 3% for all
      convertible debt and mezzanine debt, and 5% for all
      convertible preferred, common equity, and any other equity
      or equity-listed securities; and

   -- M&A Transaction Fee.  At the closing of any M&A transaction,
      MVP will be paid a cash fee out of proceeds as a cost of
      sale at the closing of an M&A transaction, equal to 1% of
      the total consideration paid, with a minimum transaction fee
      of $400,000.

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

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).  Michael
J. Pankow, Esq., at Brownstein Hyatt Schreck, P.C., represents the
Debtors in their restructuring efforts.  The Debtors' schedules of
assets and liabilities reflect total assets of $48,289,050, and
total debts of $24,959,175.


DENVER RADIO: Wants to Employ Kagan Media as Appraiser
------------------------------------------------------
Denver Radio Company, LLC and its debtor-affiliates ask permission
from the U.S. Bankruptcy Court for the District of Colorado to
employ Kagan Media Appraisals as their appraiser.

Kagan Media will provide appraisal services in connection with a
fair market valuation of the Debtors' two radio stations,
operating under the call letters KTNI-FM and KSYY-FM.

The Debtors tell the Court that Robin Flynn of Kagan Media will
charge the Debtors an hourly rate of $750 for appraisal services.

The Debtors assure the Court that the firm does not hold or
represent any interest adverse to their bankruptcy estates.

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).  Michael
J. Pankow, Esq., at Brownstein Hyatt Schreck, P.C., represents the
Debtors in their restructuring efforts.  The Debtors' schedules of
assets and liabilities reflect total assets of $48,289,050, and
total debts of $24,959,175.


DIEGO INC: To Cut Workforce by 50%, WSJ Says
--------------------------------------------
Digeo Inc. is cutting its workforce to 80 from 160 employees,
Don Clark of The Wall Street Journal reports citing a company
spokesman.

According to WSJ, the company will be concentrating on
developing fewer products, primarily on a next-generation
consumer model of media recorders.

Based in Kirkland, Wash., Digeo Inc. manufactures TV set-top
boxes.


DIOGENES CDO: Moody's Junks Rating on Eight Notes Classes
---------------------------------------------------------
Moody's Investors Service downgraded ratings of eleven classes of
notes issued by Diogenes CDO III, Ltd., and left on review for
possible further downgrade ratings of five of these classes of
notes.  The notes affected by this rating action are:

Class Description: Up to $360,000,000 Class A-1a Floating Rate
Notes Due August 2046

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

Class Description: $120,000,000 Class A-1b Floating Rate Notes Due
August 2046

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

Class Description: $34,400,000 Class A-1c Floating Rate Notes Due
August 2052

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

Class Description: $72,000,000 Class A-2 Floating Rate Notes Due
August 2052

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $36,800,000 Class B-1 Floating Rate Notes Due
August 2052

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $26,400,000 Class B-2 Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $36,000,000 Class C-1 Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $26,400,000 Class C-2 Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $24,000,000 Class D-1 Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $8,000,000 Class D-2 Deferrable Floating Rate
Notes Due August 2052

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

Class Description: $8,000,000 Class E Deferrable Floating Rate
Notes Due August 2052

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Dec. 11, 2007, of an event of default caused by
a failure of the Class A Overcollateralization Ratio to be greater
than or equal to the required amount pursuant Section 5.1(h) of
the Indenture dated Aug. 3, 2007.

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

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

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

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


DUNMORE HOMES: Court Orders Transfer of Venue to California
-----------------------------------------------------------
The Hon. Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York has ordered the transfer of the
venue of Dunmore Homes Inc.'s Chapter 11 case to the U.S.  
Bankruptcy Court for the Eastern District of California,
Sacramento Division.

The Debtor originally filed its voluntary bankruptcy petition in
the U.S. Bankruptcy Court for the Southern District of New York
in November 2007.  As reported in the Troubled Company Reporter on
Nov. 29, 2007, Cal Sierra Construction Inc., Pacific Paving Co.
Inc., and Valley Utility Services Inc., sought for a venue
transfer of the Debtor's case to California.  

Certain parties, including Teichert Construction, Travelers Bond
and the Official Committee of Unsecured Creditors, joined in the
venue transfer request.

The Debtor and two creditors, Bank of New York Trust Company,
N.A., and KeyBank National Association opposed the Venue Transfer
Motion.

Dunmore New York, the Debtor, was recently incorporated in New
York to facilitate the purchase of its predecessor, Dunmore
California, for nominal consideration.  Judge Glenn acknowledges
that the Debtor was incorporated in New York and would be
considered domiciled there.  "Therefore, the venue selected by
the Debtor is proper under [Section] 1408 [of the Judicial and
Judiciary Procedures Code]," he opines.  

Judge Glenn, however, finds that Cal Sierra and the Joinder
Parties have met their burden of demonstrating that venue
transfer is warranted in the Debtor's case under both the
standards of the "interests of justice" and "convenience of the
parties."

In evaluating the economic and efficient administration of the
case, the Bankruptcy Court looked at the Debtor's need to obtain
postpetition financing and financing to fund reorganization, and
the location of the sources of financing and the management
personnel in charge of obtaining it.  Judge Glenn asserts that in
the Debtor's case, the factors support the transfer of venue
because postpetition financing has already been obtained from
Sidney Dunmore, a California resident.  "Further financing for a
purchase of assets or a wind down of the business is just as
likely to come from California as [opposed to] New York since the
Debtor's main assets are the California real estate owned by its
Subsidiaries," Judge Glenn adds.

Judge Glenn notes that the Debtor's only offices, management and
employees are located in California; and its sole shareholder
resides in California.  The Debtor's counsel, while having a New
York office, is based in California.  The Debtor's financial
advisor, Alvarez & Marsal North America LLC, and its investment
banker, Alvarez & Marsal Securities LLC, are based in California
and Arizona.

The sources of the Debtor's funding are likely in California and
the location of the professionals and management personnel in
charge of obtaining that funding are in California or Arizona,
the Bankruptcy Court opines.  Thus, Judge Glenn maintains, the
efficient administration of the case is heavily in favor of
transfer to California.

Judge Glenn says that both the New York Court and the California
Court have the capacity to handle the Debtor's case and provide a
fair proceeding.  However, because cases are already pending in
California state courts against some of the Debtor's subsidiaries
and many issues in the case are likely to be governed by
California law, judicial economy would be better served if all
cases were pending in California, Judge Glenn concludes.

Moreover, it does not appear that the Debtor's interests will be
harmed or that the estate will suffer a diminution in value if
the case is transferred to California because its employees and
professionals are located in California, the Bankruptcy Court
avers.

With respect to its creditors, the Debtor is a co-borrower or
guarantor of loans from 10 large institutional national lenders
representing over $200,000,000 in debt; while the remaining
creditors in the Debtor's top 30 creditors list, except one, are
located in California and represent over $12,000,000 in debt.  
Judge Glenn points out that considering the number of creditors
and the amounts owed, changing the venue is not advisable unless
consideration is given to the quality of participation available
to the creditors.

"A California venue would not be more inconvenient to the
creditors as most would have to travel to appear in New York or
California," Judge Glenn says.  "However, the majority of trade
creditors would not have to travel very far if venue was
transferred to California."

In addition, the Bankruptcy Court points out that the Debtor is
already in the process of liquidating.  "Marketing and selling
the Debtor's California real estate assets can best be overseen
by a California bankruptcy court with greater familiarity with
the market," Judge Glenn avers.

A full-text copy of the Dunmore Venue Transfer Order is available
for free at http://researcharchives.com/t/s?270e

                       About Dunmore Homes

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

The Debtor's exclusive period to file a plan expires on March 7,
2008.  (Dunmore Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DUNMORE HOMES: Morrison & Foerster Okayed as Committee's Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the request of the Official Committee of Unsecured
Creditors in Dunmore Homes Inc.'s bankruptcy case for authority  
retain Morrison & Foerster LLP as its counsel effective as of
Nov. 26, 2007.

As reported in the Troubled Company Reporter on Jan. 4, 2008, the
Committee said that it sought the employment of Morrison &
Foerster to represent it and perform services on its behalf in
connection with carrying out its fiduciary duties and
responsibilities under the Bankruptcy Code consistent with Section
1103(c) and certain other provisions of the Bankruptcy Code.

Committee member Bank of New York Trust Company N.A., said that
Morrison & Foerster will:

   (a) advise the Committee with respect to its rights, powers,
       and duties in Dunmore Homes, Inc.'s case;

   (b) assist and advise the Committee in its consultations with
       the Debtor relative to the administration in the case;

   (c) assist the Committee in analyzing the claims of the
       Debtor's creditors and in negotiating with those
       creditors;

   (d) assist with the Committee's investigation of the acts,
       conduct, assets, liabilities, and financial condition of
       the Debtor and of the operation of the Debtor's business;

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

   (f) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in this case;

   (g) represent the Committee at all hearings and other
       proceedings;

   (h) review and analyze all applications, orders, statements of
       operations, and schedules filed with the Court;

   (i) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interest and objectives; and

   (j) perform other legal services as may be required and are
       deemed to be in the interests of the Committee in
       accordance with the Committee's powers and duties as set
       forth in the Bankruptcy Code.

J. Chris Matthews of the Bank of New York Trust Company related
that MF is an internationally recognized law firm with extensive
experience and expertise in bankruptcy and reorganization
proceedings.  The attorneys at MF have broad-based experience and
a national reputation in bankruptcy and reorganization
proceedings as well as extensive experience and knowledge
practicing before the Court.  Through MF, Mr. Matthews added, the
Committee will have the benefit of knowledge and experience, as
well as the ability to call upon the attorneys within MF with
expertise in other specialized areas of law as may be needed.

MF will charge the Committee for its legal services on an hourly
basis in accordance with its ordinary and customary rates.  The
Committee related that the firm's current hourly rates, which
will be charged in respect of the primary members of the MF
engagement team for the Committee, are:

     Attorney                      Position         Rate
     --------                      --------         ----
     Karen Ostad                   Partner          $750
     Adam Lewis                    Partner          $650
     Alexandra Steinberg Barrage   Associate        $515
     Vincent J. Novak              Associate        $375

From time to time, other MF attorneys may be involved in the
Debtor's case, as needed, the hourly rates of which are:

    Professional                  Hourly Rate
    ------------                  -----------
    Partners and counsel          $520 to $850
    Associates                    $225 to $540
    Legal Assistants              $105 to $270

In addition to the hourly rates, MF charges clients for actual
and necessary costs of support services the firm provides in
connection with a representation, including court reporters,
transcripts, computerized research, filing fees, photocopying
charges, and long-distance telephone calls.  MF will charge the
cost of these expenses in a manner and at rates consistent with
charges generally made to the firm's other clients.  All charges
for which MF seeks payment are subject to Court approval.

Karen A. Ostad, Esq., a partner at MF, assured the Court that her
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.  MF does not hold any
interest adverse to the Debtor's estate or its creditors in the
matters upon which the firm is to be engaged, Ms. Ostad
maintained.  While employed by the Committee, MF told the Court
that it will not represent any person having an adverse interest
in connection with the Debtor's case.

Ms. Ostad noted that in 2006, MF represented Alleghany
Properties, a Delaware LLC in a real estate matter involving
properties sold to Dunmore Croftwood LLC, which is not a debtor
in this case.  MF says it is unaware of any claim Alleghany has
against the Debtor.  However, in the event Alleghany has any
claim, MF will promptly notify the Debtor, the Court and the U.S.
Trustee of any matter that impacts the disclosures noted,
according to Ms. Ostad.

In addition, MF currently represents Dunmore Capital Fund LP,
providing advice regarding real estate investment fund formation,
Ms. Ostad noted.  Sidney Dunmore Jr. is a principal of Dunmore
Capital.  Upon information and belief, Dunmore Jr. is the son of
Sidney B. Dunmore and otherwise is wholly unrelated to the
Debtor's case, Ms. Ostad related.  Moreover, Dunmore Capital is
unaffiliated with the Debtor, she averred.

                       About Dunmore Homes

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

The Debtor's exclusive period to file a plan expires on March 7,
2008.  (Dunmore Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DUNMORE HOMES: Panel Taps Mesirow Financial as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Dunmore Homes
Inc.'s bankruptcy cases asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to retain Mesirow
Financial Consulting LLC as its financial advisors nunc pro tunc
to Dec. 28, 2007.

The Bank of New York Trust Company N.A., a member of the
Committee, asserts that the services of MFC will benefit all
parties and parties-in-interest by improving creditor recoveries
and maximizing the value of the estate of Dunmore Homes Inc.

Specifically, as the Committee's financial advisors, MFC will:

   (a) assist in the review of reports or filings as required by
       the Bankruptcy Court or the Office of the United States
       Trustee, including, but not limited to, schedules of
       assets and liabilities, statements of financial affairs
       and monthly operating reports;

   (b) review the Debtor's financial information, including,
       but not limited to, analyses of cash receipts and
       disbursements, financial statement items and proposed
       transactions for which Bankruptcy Court approval is
       sought;

   (c) review and analyze reports regarding cash collateral and
       any debtor-in-possession financing arrangements and
       budgets;

   (d) analyze assumption and rejection issues regarding       
       executory contracts and leases;

   (e) review and analyze the business and financial condition of
       the Debtor generally;

   (f) assist in evaluating alternatives available to the
       creditors;

   (g) review and critique the Debtor's financial projections and
       assumptions;

   (h) review and critique real estate asset and liquidation
       valuations;

   (i) assist in preparing documents necessary for confirmation;

   (j) advice and assist the Committee in negotiations and
       meetings with the Debtor and the bank lenders;

   (k) advice and assist on certain tax issues;

   (l) assist with the claims resolution procedures, including,
       but not limited to, analyses of creditors' claims by
       type and entity;

   (m) provide litigation consulting services and expert witness
       testimony regarding confirmation issues, avoidance actions
       or other matters; and

   (n) provide other functions as requested by the Committee or
       its counsel.

According to the Committee, it has selected MFC because of the
firm's diverse experience and extensive knowledge in finance,
bankruptcy, and real estate.  MFC also has considerable
experience with rendering services to creditors' committees and
other parties in numerous Chapter 11 cases, the Committee notes.

MFC will be paid for its services based on the firm's customary
hourly rates for financial advisory services:

     Level                                    Hourly Rates
     -----                                    ------------
     Sr. Managing Director                    $650 to $690
     Managing Director and Director           $650 to $690
     Senior Vice-President                    $550 to $620
     Vice President                           $450 to $520
     Senior Associate                         $350 to $420
     Associate                                $190 to $290
     Paraprofessional                         $150

MFC will also be reimbursed for actual and necessary expenses the
firm incurred or will incur in the course of providing services
to the Committee.

The Committee further asks the Court to require the Debtor and
its bankruptcy estate to indemnify MFC.

Leon Szlesinger of Mesirow Financial assures the Court that his
firm is a disinterested person as the term is defined in Section
101(14) of the Bankruptcy Code.  MFC does not hold nor represent
any adverse interest to the bankruptcy estate of the Debtor with
respect to the matter on which MFC will be employed, he adds.

                       About Dunmore Homes

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

The Debtor's exclusive period to file a plan expires on March 7,
2008.  (Dunmore Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DURA AUTOMOTIVE: Gets Lenders Consent to Amend DIP Financing Terms
------------------------------------------------------------------
DURA Automotive Systems, Inc., said in a filing with the
Securities and Exchange Commission that it received the necessary
consents from its lenders to amend the terms of the Revolving DIP
Credit Agreement and the Term Loan DIP Credit Agreement to, among
other things,

   (i) extend their final maturity dates from Dec. 31, 2007 to
       Jan. 31, 2008,

  (ii) restrict outstandings under the Revolving DIP Credit
       Agreement to a maximum amount of $48 million,

(iii) waive the minimum EBITDA covenant under the Revolving DIP
       Credit Agreement during January 2008 and extend the capital
       expenditure covenant set forth in the Term Loan DIP Credit
       Agreement,

  (iv) incorporate a new minimum excess availability covenant in
       the Revolving DIP Credit Agreement and

   (v) increase the interest rate set forth in the Term Loan DIP
       Credit Agreement by 2.00%.

            Debtors Obtain Reduction of Carve-Out Cap

Marc Kieselstein, P.C., Esq., at Kirkland & Ellis, LLP, in
Chicago, Illinois, tells the Court that the Amended DIP Documents
contemplate the reduction of the Carve-Out Cap and provided
specific consent of the Postpetition Secured Parties to the
reduction.  

Mr. Kieselstein says reduction of the Carve-Out Cap will provide
the Debtors with enhanced access to working capital to fund
ongoing operations.

In this regard, the Debtors submitted an amended Final DIP Order
to add a paragraph implementing the reduction in the Carve-Out
Cap, consistent with the DIP Amendments.

The Court's order approving the request provides that Carve-Out
Cap is reduced from $10 million to $5 million.


Copies of the Amendment No. 4 and Waiver with Respect to
Revolving DIP Credit Agreement and Amendment No. 5 and Waiver
with Respect to Term Loan DIP Credit Agreement are available at:

             http://ResearchArchives.com/t/s?270f

             http://ResearchArchives.com/t/s?2710

The company expects that it will need to obtain additional
amendments to further extend the final maturity dates of the
Revolving DIP Credit Agreement and the Term Loan DIP Agreement or
refinance the Term Loan DIP Agreement.

                          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: Seeks Approval of 2008 Management Incentive Plan
-----------------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve a
key management incentive plan for the year 2008, which will cover
220 participants consisting of middle and senior management
positions in North America and globally, including their chief
executive officer.

The 2008 KMIP will be effective for six months, from Jan. 1, 2008
to June 30, 2008.  The KMIP proposes a two three-month
performance measurement and pay-out periods:

   * Threshold pay-out:  If the Debtors achieve 90% of adjusted
     EBITDA goals, participants will receive 50% of their
     individual target bonus opportunities; and

   * Maximum pay-out:  If the Debtors achieve 120% of adjusted
     EBITDA goals, participants will receive 150% of their
     individual target bonus opportunities.

Under the 2008 KMIP, participants' target bonus opportunities
range from 5% to 80% of each participant's base salary.  Target
bonus opportunities for participants in the previous KMIP were
reduced in the 2008 KMIP to allow greater number of participants,
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, tells the Court.

The Debtors' CEO will be awarded a $2.5 million bonus if the
Debtors emerge from Chapter 11 by June 30, 2008.  If Debtors do
not emerge from Chapter 11 by July 30, the CEO's bonus will be
reduced by $250,000 per month through and including December 31.  
Furthermore, if the Debtors will not emerge from Chapter 11 by
December 31, the CEO's bonus will be reduced to zero.  

The Debtors anticipate to pay approximately $6 million at the
achievement of target EBITDA.
  
The Debtors will make payments on completion of each of the
three-month performance periods, as dictated by the company's
achieved EBITDA at that time and as determined by the company's
board of directors.  The CEO's Bonus will be paid on the Debtors'
exit from Chapter 11.

Mr. DeFranceschi says the 2008 KMIP aims to properly incentivize
those key employees who have worked diligently towards -- and
were highly focused on -- the Debtors' exit from Chapter 11 by
Dec. 31, 2007.

Recent developments in the Debtors' bankruptcy cases have
"engendered uncertainty among the Debtors' key employees," he
tells the Court.  As previously reported, the Debtors were unable
to get the Court's approval of their plan of reorganization after  
they failed to obtain a favorable exit financing.

"It is important that these key employees remain engaged and
properly incentivized to maximize the Debtors' financial and
operational performance, thereby maximizing the Debtors' value
and creditor recoveries," he further asserts.

Toward this end, the Debtors retained  Watson Wyatt Worldwide as
their compensation consultant to craft an appropriate key employee
incentive plan.  Mr. DeFranceschi tells the Court that the 2008
KMIP is fundamental to motivating key employees to achieve or
exceed the Debtors' financial and operational restructuring goals.  

The Debtors' previously Court-approved KIMP expired on Dec. 31,
2007, and the Debtors' compensation structure continues to be
below the medial level of compensation provided by comparable
companies in the marketplace, he adds.

                          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).


EAGLE MEADOWS: Section 341(a) Meeting Scheduled for January 29
--------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of Eagle
Meadows of Pixley, LLC's creditors on Jan. 29, 2008, at 10:00
a.m., at the Fresno Meeting Room 1452 in Fresno, California.

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

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

Based in Stockton, California, Eagle Meadows of Pixley, LLC filed
for Chapter 11 protection on Dec. 20, 2007 (Bankr. E.D. Calif.
Case No. 07-14304).  Gustavo M. Rios, Esq. represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
liabilities of $1 million to $100 million.


FALCON RIDGE: Moore & Associates Raises Going Concern Doubt
-----------------------------------------------------------
Moore & Associates Chartered in Las Vegas, Nevada expressed
substantial doubt about the ability of Falcon Ridge Development
Inc. to continue as a going concern after it audited the company's
financial statements for the year ended Sept. 30, 2007.  The
auditor pointed to Falcon Ridge's accumulated operating losses
during 2007 and 2006.

The company posted a net loss of $1,290,190 on net sales of
$32,017 for the year ended Sept. 30, 2007 as compared with a net
income of $417,974 on net sales of $0 in the prior year.

At Sept. 30, 2007, the company's balance sheet showed $3,283,292
in total assets and $3,628,400 in total liabilities, resulting in
$345,108 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?270b

                  About Falcon Ridge Development

Headquartered in Albuquerque, N.M., Falcon Ridge Development Inc.
acquires tracts of raw land and develops them into residential
lots for sale to homebuilders.  Falcon Ridge also plans to expand
its operations in the City of Rio Rancho, New Mexico, and Belen,
New Mexico.  Since inception, the company has developed one
property known as Sierra Norte.


FEDERAL MOGUL: Board Appoints C. Icahn as Non-Executive Chairman
----------------------------------------------------------------
The Board of Directors of Federal-Mogul Corporation has elected
Carl Icahn as its non-executive Chairman.

The Federal-Mogul Board will be composed of, among others, Mr.
Icahn and three of his associates, the Associated Press reports.  
The company's confirmed Plan of Reorganization provides an
affiliate of Mr. Icahn an option to purchase certain shares of
common stock of Reorganized Federal-Mogul held by the Asbestos
Trust.  Thornwood Associates is one of Mr. Icahn's affiliates.  

Mr. Icahn has a 75.24% stake in the class A common stock of
Federal-Mogul, according to Reuters.

"I am very pleased that a financially strong Federal-Mogul has
finally emerged from the bankruptcy process.  Additionally and
most importantly, Federal-Mogul will no longer be hampered by
asbestos litigation.  I wish to thank and congratulate all those
who have worked with me throughout the last six years to
accomplish this. I also wish to extend my thanks to Jose Maria
Alapont, our President and CEO, who has so successfully guided the
operations of Federal-Mogul during the last three years," Mr.
Icahn said in a press release.

Federal-Mogul President and Chief Executive Officer Jos‚ Maria
Alapont said, "We have very positive relations with Carl Icahn and
we welcome him as non-executive Chairman.  We remain committed to
our strategy for sustainable global profitable growth in all areas
of our business and to create value for our customers,
shareholders and employees."

Federal-Mogul shares were down 10 cents in recent trading at
$19.50, AP relates.

                     About Federal-Mogul

Federal-Mogul Corporation -- http://www.federal-mogul.com/--  
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.  
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Moody's Investors Service confirmed the ratings of the reorganized
Federal-Mogul Corporation -- Corporate Family Rating, Ba3;
Probability of Default Rating, Ba3; and senior secured bank credit
facilities, Ba2.  The outlook is stable.   The financing for the
company's emergence from Chapter 11 bankruptcy protection has been
funded in line with the structure originally rated by Moody's in a
press release dated Nov. 28, 2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.


FIRST MAGNUS: Countrywide Wants Examination on Chapter 11 Plan
--------------------------------------------------------------
Countrywide Warehouse Lending and Countrywide Home Loans Inc.,
seek the U.S. Bankruptcy Court for the District of Arizona's
authority to examine First Magnus Financial Corporation pursuant
to Rule 2004(d) of the Federal Rules of Bankruptcy Procedures.

In connection with the examination, Countrywide Warehouse and
Countrywide Home want the Debtor to produce on or before Jan. 17,
documents relating to:

     (1) the liquidation analysis the Debtor attached to its
         disclosure statement and the chart contained in the    
         disclosure statement;

     (2) the actual or potential claims the Debtor held against   
         the companies;

     (3) the proposed and actual sales, and the valuation of the
         property the Debtor pledged to Countrywide Warehouse as  
         collateral under the Revolving Credit and Security
         Agreement dated June 8, 2007, from June 1, 2007 to the
         present;

     (4) the Debtor's servicing of the mortgage loans it pledged
         to Countrywide Warehouse as collateral under the
         Revolving Credit and Security Agreement, from June 1,
         2007 to the present;

     (5) the Debtor's intended disposition of the mortgage loans;

     (6) the payments and proceeds the Debtor received from
         Jan. 1, 2007 to the present and not subsequently
         remitted to Countrywide House under or in connection
         with the mortgage loans purchased by Countrywide House
         from the company under the loan purchase agreement dated
         Aug. 27, 1996, together with all commitments, addenda,
         amendments, and assignments; and

     (7) the cash funds the Debtor held on Aug. 21, 2007.

Countrywide also wants the Debtor to produce (i) reports prepared
by any person the company expects to provide testimony in
connection with the confirmation of its Chapter 11 Plan of
Liquidation; and (ii) the documents and the identity of
witnesses, which the company reserves the right to use at any
deposition or hearing in connection with Plan's confirmation.

Countrywide asks the Court to direct the Debtor, by and through
its designee, to appear for deposition regarding the materials
and documents requested.  Countrywide proposes that the Rule 2004
examination be conducted at the law office of Bryan Cave LLP, in
Phoenix, Arizona, on January 24 at 9:00 a.m., or as agreed upon
by the parties.

                        About First Magnus

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

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

The Debtor's exclusive period to file a plan expired on Dec. 19,
2007.  The confirmation hearing on the Debtor's liquidation plan
will commence on Feb. 7, 2008.  (First Magnus Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


FIRST MAGNUS: Seeks Approval of Piaggio Settlement Proposal
-----------------------------------------------------------
First Magnus Financial Corporation asks the U.S. Bankruptcy Court
for the District of Arizona to approve its settlement agreement
with Piaggio America Inc.

The settlement agreement dated Nov. 29, 2007, seeks to release
both parties from any liability under the contract they reached
in 2005 for the purchase of an aircraft.

Pursuant to an Aircraft Purchase Agreement, entered into on
August 12, 2005, First Magnus agreed to pay, in installments, a
total of $6,050,000, for the Aircraft.  Prepetition, First Magnus
made payments to Piaggo totaling $350,000 since executing the
APA.  First Magnus has not made a payment under the APA since
Jan. 15, 2007.  Piaggo has not delivered the Aircraft to First
Magnus.

Piaggo has paid a total of $57,625 in commissions under the APA.

After the Petition Date, a dispute arose between the parties over
the remaining payments, the completion of the Aircraft and the
Debtor's proposal to assign the APA to a third party.

The settlement agreement specifically provides for the refund of
$292,375 to the Debtor, the termination of the APA after the
payment, and the release of both companies from claims under the
contract.

                        About First Magnus

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

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

The Debtor's exclusive period to file a plan expired on Dec. 19,
2007.  The confirmation hearing on the Debtor's liquidation plan
will commence on Feb. 7, 2008.  (First Magnus Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


FIRST MAGNUS: Snell & Wilmer Wants WNS' Disqualify Motion Trashed
-----------------------------------------------------------------
Snell & Wilmer LLP asks the Hon. James M. Marlar of the U.S.
Bankruptcy Court for the District of Arizona to deny the request
of WNS North America Inc., to prohibit the firm from intervening
in First Magnus Financial Corporation's chapter 11 case.

Andrew M. Jacobs, Esq., at Snell & Wilmer, asserts that it
complied with Rule 2019 of the Federal Rules of Bankruptcy
Procedure by disclosing in its statement the (i) names and
addresses of the creditors it represents; (ii) the nature and
amounts of the claims of the creditors; and (iii) recital of what
the firm believes to be the pertinent facts and circumstances in
connection with its employment.

Mr. Jacobs admits that the statement "did not specifically assert
the fact that Snell & Wilmer held no claim against or interest in
the Debtor at the time of its employment though the statement is
true if it is something about which WNS wished further
disclosure."

According to Mr. Jacobs, WNS' proposal to disqualify the firm is
like "a discovery motion, in which it has failed to meet and
confer, and has failed to request the information that is the
supposed point of the motion."  He further says that the firm is
ready to supplement its statement to specifically disclose the
absence of any claim against or interest in the Debtor.

To the extent that the Court finds that Snell & Wilmer's
disclosures under Bankruptcy Rule 2019 are inadequate, the
appropriate remedy is for the Court to order Snell & Wilmer to
make additional disclosure, Mr. Jacobs argues.  

"Disqualification, however, is an extraordinary remedy that is
without legal precedent, completely out of proportion with the
issues raised in WNS' request, and inappropriate in light of the
lack of any prior consultation by WNS' counsel with Snell &
Wilmer to seek any further disclosure," he further contends.

                          WNS Talks Back

WNS contends that the arguments raised by Snell & Wilmer and the
Official Committee of Unsecured Creditors failed to address the
conflict as a result of the firm's representation of the National
Bank of Arizona and First Magnus Capital, Inc.

Nancy J. March, Esq., at DeConcini McDonald Yetwin & Lacy PC, in
Tucson, Arizona, says that the issue is not about a single law
firm representing two creditors, one of which is a member of the
Creditors Committee while the other is not.

"It is well understood that attorneys should not represent clients
with two different characters or types of claims and interests in
the Debtor," Ms. March says.  She points out that the bank is
primarily an unsecured creditor while FMC is an insider claimant
and equity holder, whose claim may be subject to subordination to
the general unsecured creditors' claims.

                Committee Denies Snobbing the Issue

As reported in the Troubled Company Reporter on Jan. 10, 2008, the
Official Committee of Unsecured Creditors informed the Court that
it acted immediately on the issue about Snell & Wilmer's
representation of the National Bank of Arizona and First Magnus
Capital Inc.

"The Creditors Committee knew of the representation and addressed
the matter immediately upon its formation by the Office of the
United States Trustee," says Michael D. Warner, Esq., at Warner
Stevens LLP, in Forth Worth, Texas.  "It is important to inform
the Court of these facts, since WNS North America Inc., seeks to
create the impression in its request that the Creditors Committee
has ignored the issue."

                        About First Magnus

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

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

The Debtor's exclusive period to file a plan expired on Dec. 19,
2007.  The confirmation hearing on the Debtor's liquidation plan
will commence on Feb. 7, 2008.  (First Magnus Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


FIRST REPUBLIC: Fitch Holds 'BB+' Ratings on Two Loan Classes
-------------------------------------------------------------
Fitch Ratings has affirmed these First Republic Mortgage Loan
Trust classes:

Series 2000-FRB1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AAA';
  -- Class B-3 affirmed at 'AA';
  -- Class B-4 affirmed at 'A';
  -- Class B-5 affirmed at 'BB+'.

Series 2000-FRB2
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AA+';
  -- Class B-3 affirmed at 'AA';
  -- Class B-4 affirmed at 'A';
  -- Class B-5 affirmed at 'BB+'.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$66.5 million of outstanding certificates.  As of the December
distribution date, all of the loans remaining in the pools are
current, and the deals have not taken any principal losses to
date.

At issuance, the collateral consisted of 28.5% negative
amortization Cost of Funds Index adjustable-rate mortgages and
fully amortizing COFI, LIBOR, Constant Maturity Treasury Rates,
and Prime-based adjustable-rate first lien, residential mortgage
loans on one- to four-family homes.  As of the December 2007
distribution date, the transactions are seasoned 92 months and 86
months respectively and the pool factors are approximately 8% and
14%, respectively.  At issuance, approximately 87% of the loans
resided in California, and approximately 79% had unpaid principal
balances greater than $600,000.


GE CAPITAL: Fitch Holds 'B' Rating on $12.5MM Class L Certs.
------------------------------------------------------------
Fitch Ratings affirms GE Capital Corp's commercial mortgage pass-
through certificates, series 2001-2 as:

  -- $22.2 million class A-2 at 'AAA';
  -- $35.5 million class A-3 at 'AAA';
  -- $519.5 million class A-4 at 'AAA';
  -- $40.1 million class B at 'AAA';
  -- $45.1 million class C at 'AAA';
  -- $12.5 million class D at 'AAA';
  -- $10 million class E at 'AAA';
  -- Interest-only classes X-1 and X-2 at 'AAA';
  -- $18.8 million class F at 'AA+';
  -- $11.3 million class G at 'AA-';
  -- $21.3 million class H at 'A-';
  -- $18.8 million class I at 'BBB';
  -- $5 million class J at 'BBB-';
  -- $7.5 million class K at 'BB+',
  -- $12.5 million class L at 'B'.

Fitch does not rate the $7.5 million class M and the
$5.7 million class N.  Class A-1 has been paid in full.

The rating affirmations reflect stable performance of the pool
since Fitch's last rating action.  As of the January 2008
distribution date, the pool's aggregate certificate balance has
decreased 20.9% to $792.9 million from $1,002.9 million at
issuance.  In total, 25 loans (25.1%) have defeased.  There are
currently no delinquent or specially serviced loans.

The largest loan in the pool (5.3%) is secured by Holiday Inn West
57th street, a 596-room full service hotel located in New York,
New York.  As of Sept. 30, 2007, RevPar was $168.59 with occupancy
at 88%, compared to RevPar of $122.85 with the same occupancy rate
at issuance.

Fitch has identified eleven loans (6.7%) as Fitch loans of concern
due to declined performance.  The largest Fitch loan of concern is
an office property located in Santa Monica, California and had a
2Q07 servicer reported DSCR of 0.80x.


GE CAPITAL: Fitch Junks Rating on $5.3 Million Class I Certs.
-------------------------------------------------------------
Fitch Ratings downgrades 3 classes form GE Capital Commercial
Mortgage Corp.'s commercial mortgage pass-through certificates,
series 2000-1, as:

  -- $6.2 million class H to 'B' from 'B+';
  -- $5.3 million class I to 'CCC' from 'B-' and assigned a
     distressed recovery rating of 'DR2';
  -- $4.8 million class J to 'C/DR6' from 'C/DR5'.

In addition, Fitch affirms these classes:

  -- $414.7 million class A-2 at 'AAA';
  -- Interest only class X at 'AAA';
  -- $28.3 million class B at 'AAA';
  -- $31.8 million class C at 'AAA';
  -- $8.8 million class D at 'AAA';
  -- $23 million class E at 'AA-';
  -- $8.8 million class F at 'A-';
  -- $23.9 million class G at 'BB+'.

Class A-1 has been paid in full while classes K through M have
been reduced to zero due to realized losses.  The downgrades and
lowered distressed recovery ratings are due to increased loss
expectations on the current specially serviced loan and potential
future defaults.

The affirmation of the senior classes is due to additional pay
down and scheduled amortization, as well as the additional
defeasance of four loans (9.5%) since the last Fitch rating
action.  As of the December 2007 distribution date, the total pool
balance has been reduced 21.4% to $555.7 million from $707.3
million at issuance.  Thirty-two loans (38.9%) have defeased since
issuance.

Eleven loans (12.9%) have been identified as Fitch loans of
concern due to declines in occupancy and performance, including
one specially serviced asset (1.5%).  The specially serviced asset
is collateralized by a 292-unit multifamily property located in
Dallas, Texas and is in foreclosure.  Fitch-projected losses on
the specially serviced loan are expected to be absorbed by class
J.

The largest Fitch loan of concern (5.3%) is secured by a hotel in
downtown New Orleans, Louisiana.  As of September 2007, occupancy
was 57% and net cash flow debt service coverage ratio has declined
from year-end 2006.  As of September 2007, revenue per available
room was $78.02 compared to $89.53 at YE 2006.  Fitch will
continue to closely monitor the performance of this loan.

The second largest Fitch Loan of Concern (1.9%) is secured by an
office property in Denver, Colorado and is current.  As of June
2007, occupancy was 76% and net cash flow DSCR has increased from
YE 2006.

The Equity Inns Portfolio loan (5.8%), a Fitch investment grade
shadow-rated obligation, defeased since Fitch's last formal
review.


GOODMAN GLOBAL: Stockholders OKs Acquisition by Hellman & Friedman
------------------------------------------------------------------
Goodman Global, Inc.'s stockholders approved the merger agreement
with affiliates of the private equity firm Hellman & Friedman LLC.

Goodman will also satisfy the closing condition set forth in its
merger agreement that requires Goodman to achieve EBITDA of at
least $255 million for the fiscal year ended Dec. 31, 2007.  While
Goodman has not yet completed its financial statements for the
2007 fiscal year, it confirms that, for the fiscal year ended
Dec. 31, 2007, EBIDTA, on a consolidated basis, will not be less
than $255 million.

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Goodman Global, Inc. and affiliates of Hellman & Friedman entered
into a definitive merger agreement in an all-cash transaction
valued at approximately $2.65 billion.  Pursuant to the merger
agreement, an affiliate of Hellman & Friedman would acquire all of
the outstanding common stock of Goodman for $25.60 per share in
cash, without interest.  Subject to the satisfaction or waiver of
the remaining closing conditions, the transaction is expected to
be completed in the first quarter of 2008.

                      About Goodman Global

Headquartered in Houston, Texas, Goodman Global, Inc. (NYSE: GGL)
-- http://www.goodmanglobal.com/-- manufactures heating,   
ventilation and air conditioning products for residential and
light-commercial use.  Goodman's products are predominantly
marketed under the Goodman(R), Amana(R) and Quietflex(R) brand
names, and are sold through company-operated and independent
distribution networks with more than 800 distribution points
throughout North America.


GOODMAN GLOBAL: Unit Launches Tender Offer for $579MM Senior Notes
------------------------------------------------------------------
Goodman Global Holdings, Inc., a wholly-owned subsidiary of
Goodman Global, Inc., has commenced a cash tender offer for any
and all of its outstanding $179.3 million aggregate principal
amount Senior Floating Rate Notes due 2012 and $400.0 million
aggregate principal amount 7-7/8% Senior Subordinated Notes due
2012 on the terms and subject to the conditions set forth in
its Offer to Purchase and Consent Solicitation Statement dated
Jan. 10, 2008, and the related Consent and Letter of Transmittal.  
The company is also soliciting consents to certain proposed
amendments to the indentures governing the Notes to eliminate most
of the restrictive covenants and certain events of default.  The
tender offer documents more fully set forth the terms of the
tender offer and consent solicitation in respect of each series of
Notes.

The tender offer will expire at 8:00 a.m., New York City time, on
Feb. 8, 2008, unless extended or earlier terminated by the
company.  The company reserves the right to terminate, withdraw or
amend the tender offer and consent solicitation in respect of each
series of Notes at any time subject to applicable law.

The consideration for each $1,000 principal amount of Floating
Notes tendered and accepted for purchase pursuant to the tender
offer shall be $1,010, minus $20 per $1,000 principal amount of
the Floating Notes, which is equal to the consent payment.

The consideration for each $1,000 principal amount of Fixed Notes
tendered and accepted for purchase pursuant to the tender offer
will be determined as specified in the tender offer documents and
will be equal to the sum of:

   (a) the present value on the applicable payment date for the
       tender of Fixed Notes of:

       (i) $1,039.38 (which is equal to the redemption price on
           Dec. 15, 2008, the earliest possible redemption date
           and

      (ii) the remaining scheduled interest payments on such Notes
           to and including the Fixed Note Redemption Date,
           determined on the basis of a yield to the Fixed Note
           Redemption Date equal to the sum of (A) the yield on
           the 3.375% U.S. Treasury Security due Dec. 15, 2008,
           based on the bid side price for the Reference Treasury
           Security on  the Fixed Note price determination date,
           in each case as calculated by Barclays Capital Inc. in
           accordance with standard market practice, as described
           in the tender offer documents, plus (B) a fixed spread
           of 50 basis points; minus

   (b) accrued and unpaid interest on such Fixed Notes up to, but
       not including, the applicable payment date; minus

   (c) $20.00 per $1,000 principal amount of such Fixed Notes,
       which is equal to the consent payment.

The company will pay accrued and unpaid interest up to, but not
including, the applicable payment date.  Each holder who validly
tenders its Notes of either series and delivers consents on or
prior to 5:00 p.m., New York City time, on Jan. 24, 2008 shall be
entitled to a consent payment, which is included in the total
consideration above, of $20 for each $1,000 principal amount of
Notes tendered by such holder if such Notes are accepted for
purchase pursuant to the tender offer.

Holders who tender Notes of either series are required to consent
to the proposed amendments to the applicable indenture.  Any
tender of Notes on or prior to the consent date may be validly
withdrawn and consents may be validly revoked at any time on or
prior to the consent date, but not thereafter unless the tender
offer and the consent solicitation are terminated without any
Notes being purchased.  Holders who tender Notes after the consent
date will not receive the consent payment.

The company intends to finance the purchase of the Notes and
related fees and expenses with a combination of available cash,
equity contributions by the investors in Chill Holdings, Inc.
and/or debt financing received by Purchaser and its subsidiary
Chill Acquisition, Inc., in connection with a Merger Agreement  
entered into on Oct. 21, 2007.  Pursuant to the Merger Agreement,
Merger Sub will merge with and into the Company.

The company has retained Barclays Capital Inc. to act as Dealer
Manager in connection with the tender offer and Solicitation Agent
in connection with the consent solicitation.  Questions about the
tender offer and consent solicitation may be directed to Barclays
Capital Inc. at (866) 307-8991 (toll free) or (212) 412-4072
(collect).  Copies of the tender offer documents and other related
documents may be obtained from Global Bondholder Services
Corporation, the information agent for the tender offer and
consent solicitation, at (866) 470-4200 (toll free) or (212) 430-
3774 (collect).

                      About Goodman Global

Headquartered in Houston, Texas, Goodman Global, Inc. (NYSE: GGL)
-- http://www.goodmanglobal.com/-- manufactures heating,   
ventilation and air conditioning products for residential and
light-commercial use.  Goodman's products are predominantly
marketed under the Goodman(R), Amana(R) and Quietflex(R) brand
names, and are sold through company-operated and independent
distribution networks with more than 800 distribution points
throughout North America.


GOODMAN GLOBAL: S&P Assigns B+ Corp. Rating with Stable Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Goodman Global Inc., the parent company of
Goodman Global Holdings Inc. (B+/Watch Neg/--).  The outlook is
stable.
     
At the same time, S&P assigned its 'BB' and '1' recovery ratings
to Goodman's proposed $800 million senior secured term loan B bank
facility.  This facility is secured by a first-priority security
interest in substantially all the assets of the company except for
the receivables and inventory, in which it holds a second-priority
interest after the $300 million asset-based revolving credit
facility.  The 'BB' bank loan rating is two notches higher than
Goodman's corporate credit rating.  The '1' recovery rating
indicates S&P's opinion that lenders can expect very high recovery
of principal (90% to 100%) in the event of a payment default.  
These ratings are based on preliminary terms and conditions.
     
Pro forma for the proposed financing, Houston-based Goodman will
have approximately $1.4 billion in consolidated debt outstanding.
     
Proceeds of the proposed term loan B, in addition to about
$600 million of other debt and nearly $1.3 billion of equity, will
be used to fund the $2.65 billion purchase of Goodman by an
affiliate of Hellman & Friedman LLC.

"We expect Goodman's earnings and cash flow to continue to benefit
from stable demand in the repair and remodeling markets, increased
operating efficiencies, and continued leveraging of its
distribution network," Mr. Nadramia said.  "We expect the company
to improve its financial profile over the next few years through a
combination of earnings growth and debt reduction, resulting in
credit measures more appropriate for the rating.  We could revise
the outlook to negative if markets weaken and cash flow is not
sufficient to reduce leverage to expected levels.  We are unlikely
to revise the outlook to positive in the near term given the high
debt burden and weak credit measures for the rating."


GOODMAN GLOBAL: S&P Places Unit's B+ Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit and other ratings on Goodman Global Holdings Inc., a
subsidiary of Goodman Global Inc., remain on CreditWatch with
negative implications.  The ratings were placed on CreditWatch on
Oct. 22, 2007, following the company's announcement that
affiliates of Hellman & Friedman LLC agreed to acquire it in an
all-cash transaction for $2.65 billion.
     
"After our initial analysis, however, we have determined that if
H&F completes its acquisition as proposed, we would affirm
Goodman's ratings.  We expect that the outlook would be stable,"
said Standard & Poor's credit analyst Thomas Nadramia.
     
The likely affirmation would primarily reflect the expectation
that pro forma credit measures will improve to a level more
appropriate for the rating over the next few years despite the
increased debt associated with the acquisition.  S&P expect that
the company will reduce debt with operating cash flow over the
next few years in an effort to improve its financial profile,
which is what occurred after its 2004 acquisition by Apollo
Management LP.
     
In resolving the CreditWatch listing, S&P will monitor the
progress that the parties make toward closing the transaction,
including regulatory approvals.


HARRAH'S ENT: High Leverage Cues S&P's B2 Corporate Rating
----------------------------------------------------------
Moody's Investor Service assigned a B2 Corporate Family Rating and
Speculative Grade Liquidity Rating of SGL-3 to Harrah's
Entertainment, Inc.  Moody's also assigned ratings to the
following new debt to be issued by Harrah's Operating Company,
Inc. (HOC): senior secured guaranteed bank revolving credit
facility at Ba2, senior secured guaranteed term loans at Ba2, and
senior unsecured guaranteed notes at B3.  HOC is a wholly-owned
direct subsidiary of HET.  Proceeds of these facilities will be
used by the company to finance its going private transaction.  The
rating outlook is stable.

The existing unsecured senior and subordinated notes issued by HOC
remain on review for possible downgrade.  Moody's expects to
downgrade these senior and subordinated ratings to Caa1 from Baa3
and Ba1, respectively, when the LBO closes later this month.

When the LBO closes, HOC will transfer the real estate associated
with six casino properties (Paris Las Vegas, Harrah's Las Vegas,
Rio, Flamingo Las Vegas, Harrah's Atlantic City, Harrah's
Laughlin) to indirect wholly-owned unrestricted special purpose
subsidiaries of HET (Propcos).  These properties will be operated
by separate indirect wholly-owned unrestricted subsidiaries of
HET.  A new CMBS loan will be issued by these special purpose
subsidiaries and will be secured by the real estate underlying the
six transferred properties, and the related operating leases.  The
CMBS loans will be serviced by rent due under the operating leases
and will be guaranteed by HET.  HOC will continue to own and
operate the remaining 46 owned or managed properties.

Moody's ratings are based upon a consolidated assessment of HET
because, in Moody's view, it is unlikely management would
jeopardize the loss of the real estate pledged to the CMBS
lenders, HET will continue to manage the consolidated company on a
centralized basis, and HET and HOC will be managed by one board of
directors, and one management team.

The B2 CFR reflects very high pro-forma leverage and low interest
coverage, as well as a reliance on earnings growth to improve
credit metrics because capital spending for several expansion
projects will exceed internally generated cash flow for the next
two years.  Despite the very high financial leverage, ratings are
supported by HET's large scale, geographic and segment
diversification, its gaming revenue focused strategy, and low
regulatory risk profile that has contributed to stable
consolidated earnings growth historically.  The rating also
considers adequate liquidity and HET's successful development and
operational track record.   Using Moody's Global Gaming Rating
Methodology and pro-forma credit metrics, HET's rating maps to a
low Ba rating as compared to the actual B2 Corporate Family Rating
assigned.  The lower assigned rating reflects the company's
vulnerability to a significant deterioration in credit metrics if
earnings fail to grow as anticipated.

HOC's new senior secured bank facilities and senior unsecured
notes will be guaranteed by HET and material domestic subsidiaries
of HOC.  Pursuant to Moody's Loss Given Default methodology, the
Ba2 rating of senior secured guaranteed bank facilities is rated
above the Corporate Family Rating reflecting the support it
receives from the significant level of legally and effectively
subordinated debt in the capital structure, including $6.775
billion of senior unsecured notes guaranteed by material domestic
subsidiaries of HOC and HET, and HOC's existing senior unsecured
notes ($3.9 billion) and senior subordinated notes ($725 million)
that are only guaranteed by HET.  

The B3 rating of the new senior unsecured notes is notched down
from the CFR reflecting the significant level of senior ranking
bank debt (up to $9.25 billion) and junior ranking existing debt
($4.6 billion).  The Caa1 rating that likely will be assigned to
the existing senior unsecured debt reflects the weaker position it
has due to its lack of upstream guarantees from operating
subsidiaries.  The Caa1 that will likely be assigned to the
existing senior subordinated debt reflects its junior position
relative to $20 billion of debt with a superior position and
priority of claim.

HOC's Speculative Grade Liquidity rating of SGL-3 reflects
adequate liquidity, based on the company's expected negative free
cash flow position of nearly $1.0 billion on a cumulative basis
over the next four quarters, offset by the existence of a $2.0
billion revolving credit facility that is expected to remain fully
available to the company.  However, solid initial head room under
the senior secured leverage covenant could shrink if earnings do
not grow as anticipated.  Given that HOC's assets will be fully
encumbered, the company cannot quickly sell assets to raise
alternate liquidity.

Ratings assigned:

Harrah's Entertainment, Inc.

  -- Corporate Family Rating at B2
  -- Probability of default rating at B2
  -- Speculative Grade Liquidity at SGL-3
  -- Rating Outlook: Stable

Harrah's Operating Company, Inc.

  -- $2.0 billion senior secured guaranteed revolving credit
     facility at Ba2 (LGD 2, 19%)

  -- $7.25 billion senior secured guaranteed term loans at Ba2
     (LGD 2, 19%)

  -- $6.775 billion senior unsecured guaranteed notes at B3
     (LGD 4, 63%)

  -- Rating Outlook: Stable

Ratings remaining under review for possible downgrade:

Harrah's Operating Company, Inc.

  -- Senior unsecured debt at Baa3
  -- Senior unsecured bank credit facilities at Baa3
  -- Senior subordinated notes at Ba1

Ratings for any debt repaid as part of Harrah's going-private
transaction will be withdrawn at closing.

Harrah's Entertainment, Inc., through its wholly-owned subsidiary,
Harrah's Operating Company, Inc., owns or manages approximately 50
casinos that comprise around 40,000 hotel rooms, three million
square feet of gaming space and two million square fee of
convention center space.  HET generated consolidated revenues of
$10.6 billion for the last twelve months ended Sept. 30, 2007.  
Affiliates of Apollo LLC and Texas Pacific Group (the Sponsors)
are expected to close the $31 billion leverage buy-out of HET
within the next month or so.  The transaction will be financed
with equity, new bank and bond issuance, roll-over of existing
debt and issuance of a CMBS loan.


INDEPENDENCE COUNTY: S&P Places BB+ Rating on $29.3 Mil. Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' rating on
Independence County, Ark.'s $29.3 million power revenue bonds, on
CreditWatch with developing implications.  Independence County
Hydroelectric is the obligor.
     
Standard & Poor's will meet in the near term with management to
review financials and construction status with the goal of
resolving the CreditWatch in the first quarter of 2008.


INTERSTATE BAKERIES: No Alternative Funding Proposals Received
--------------------------------------------------------------
Interstate Bakeries Corporation confirmed that it has not received
any qualifying alternative proposals for funding its plan of
reorganization in accordance with the Alternative Proposal
Procedures previously approved by the Bankruptcy Court and, as a
result, no auction will be held on Jan. 22, 2008 as would have
been required under those procedures.  The deadline for submission
of alternative proposals was Jan. 15, 2008.

The company also confirmed that it has not received a joint plan
of reorganization from Yucaipa Companies and the International
Brotherhood of Teamsters.  On Dec. 13, 2007, Yucaipa Companies and
the Teamsters submitted a preliminary indication of interest
describing a possible plan of reorganizations, but IBC said it has
not had any substantive communication with the parties since that
time.

A hearing is currently scheduled before the Bankruptcy Court in
Kansas City on Jan. 29, 2008, during which IBC will be seeking
permission to send its Disclosure Statement to its creditors to
solicit votes on its plan of reorganization.  The company is in
working with certain of its constituent groups regarding
additional disclosures and anticipates filing an amended
Disclosure Statement prior to the hearing and believes the
Disclosure Statement, as amended, will contain adequate
information sufficient to permit the Court to approve its
dissemination to the company's constituents.

As reported in the Troubled Company Reporter, the company must
achieve a mutually acceptable agreement with its unions on
modifications to its collective bargaining agreements to be able
to implement its business plan and meet the requirements of the
plan funding agreement.  The company has achieved agreement with
the Bakery, Confectionery, Tobacco Workers & Grain Millers
International Union and the majority of its remaining unions
except the Teamsters, which has refused to hold any discussions
with the Company since mid-October.  The company continues to
explore all other alternative strategies in the event that such
agreement is not reached, including the sale of all or parts of
its operations.

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


KELLWOOD CO: Urges Shareholders to Defer Action on Tender Offer
---------------------------------------------------------------
Kellwood Company advised its shareholders to defer taking any
action at this time in response to Sun Capital Securities Group
LLC's statement that it has commenced an unsolicited tender offer
for all the outstanding shares of Kellwood other than those shares
which it already owns at a price of $21 per share in cash.

The company's board of directors will review Sun Capital's offer
and make a recommendation to shareholders in due course.

Kellwood noted that the offer received is for the same price as
the unsolicited proposal the company received from Sun Capital on
Sept. 18, 2007 and again on Nov. 12, 2007.  

Kellwood's board of directors determined that Sun Capital's
unsolicited $21 proposal was not in the best long-term interests
of Kellwood and its shareholders.

Banc of America Securities LLC is acting as financial advisor, and
McDermott Will & Emery LLP is serving as legal counsel, to
Kellwood.

                     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.


KENNETH KUNES: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtors: Kenneth Oscar Kunes
         Lauri May Kunes
         dba Flying K. Orchard
         952 South Laguna Street
         Moses Lake, WA 98837

Bankruptcy Case No.: 08-00131

Chapter 11 Petition Date: January 15, 2008

Court: Eastern District of Washington (Spokane/Yakima)

Debtors' Counsel: Kevin Orourke, Esq.
                  Southwell & O'Rourke
                  421 West Riverside Avenue
                  Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231

Total Assets: $1,520,211

Total Debts:  $1,635,295

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


LENOX GROUP: Explores Strategic Options, Board OKs Rights Plan
--------------------------------------------------------------
Lenox Group Inc. will explore strategic alternatives aimed at
enhancing shareholder value.  The board has also adopted a
Stockholder Rights Plan.  

The Rights Plan is designed to reduce the likelihood that a
potential acquirer would gain control of Lenox by open market
accumulation or other coercive takeover tactics without paying a
premium for the company's shares.

"It is our belief that the current stock price does not reflect
the underlying value of our brands, our business or the full
impact of our continuing business improvements," Marc Pfefferle,
interim chief executive officer said.  "We have been approached by
several parties who have expressed an interest in recapitalizing,
combining with or acquiring Lenox or parts of Lenox.  While our
financial and operational performance and working capital has been
improving, we continue to face challenging business and economic
conditions."

"Additional financial resources would be a significant benefit to
our company, giving us the opportunity to increase our business
scale and strength," Mr. Pfefferle continued.  "Therefore, our
board has concluded that it is in the best interests of all Lenox
shareholders to conduct an orderly and comprehensive review and
evaluation of strategic, operational and financial alternatives
available to us including, but not limited to, a potential sale or
merger of the company, a potential sale of part of the company, or
raising additional equity capital to enhance the growth prospects
of the business."

The strategic review process is expected to take approximately six
months but timing is flexible.  There can be no assurance that
strategic alternatives will be available or that the company will
elect to consummate any such alternatives.

The company does not intend to provide updates or make any further
comment until the outcome of the process is determined or until
there are significant developments.

Berenson & Company, LLC is providing financial advice and Dorsey &
Whitney LLP is providing legal advice to the company in connection
with this review process.

                       Liquidity Position

"We have made progress in reducing inventory levels and working
capital requirements and are pleased to disclose that Lenox Group
Inc. ended fiscal 2007 with $66.9 million of borrowing
availability under its revolving loan agreement," Mr. Pfefferle
also said.  "This compares favorably to the company's borrowing
availability of $47.6 million at the end of fiscal 2006 and the
2007 year-end budget of $48.4 million."

The company is in the process of finalizing its financials for
fiscal 2007 and anticipates that it will have complete audited
results filed in a 10-K on or about March 13, 2008.  Sales in 2007
are expected to be lower than budgeted, but the company's sales
results will be partially offset by substantial cost reductions
and margin improvements made in 2007.

"As we begin fiscal 2008, we remain concerned about the state of
the economy and retail environment," Mr. Pfefferle added.  "We
intend to meet the challenges of 2008 with improved product
offerings, which have already received positive responses from the
trade, excellence in execution and a continuing focus on improving
efficiencies and reducing costs."

                    Stockholder Rights Plan

Under the Rights Plan adopted by the board, one right will be
distributed for each share of Lenox common stock outstanding at
the close of business on Jan. 28, 2008.  If any person or group
acquires 15% or more of the outstanding shares of Lenox common
stock, there will be a triggering event under the Rights Plan
causing substantial dilution to such person or group.

Any person or group who currently owns in excess of 15% of the
outstanding shares of Lenox common stock will not trigger the
Rights Plan until such person or group acquires additional shares
of common stock.  At any time prior to the date of a public
disclosure of a triggering event, the board may redeem the rights
in whole, but not in part, at a price of $0.001 per right.

In addition, the Rights Plan includes a provision that the
exercise of rights will not be triggered by a qualifying offer,  
if holders of at least 10% of shares of common stock outstanding,
excluding shares of common stock owned by the party making the
offer, request that a special meeting of Lenox stockholders be
convened, and, at such meeting, a majority of shares of common
stock outstanding, excluding shares of common stock owned by the
party making the offer, votes to redeem all of the outstanding
rights.

The Rights Plan will be in effect for three years, until
Jan. 14, 2011.  A committee of independent directors of the Lenox
Board will assess annually whether the Rights Plan remains in the
best interests of all Lenox stockholders.

                      Director Resignation

Cesar A. Baez resigned effective Jan. 8, 2008, for personal
reasons as a member of the board of directors and as a member of
the board's audit committee and executive committee.  Upon Mr.
Baez's resignation, the agreement between Lenox and Clinton Group
Inc., effective as of April 13, 2007, expired by its terms,
including Clinton Group's obligation under that agreement to not
exceed an 18% ownership interest in the company.

                        About Lenox Group

Headquartered in Eden Prarie, Minnesota, Lenox Group Inc (NYSE:
LNX) -- http://www.lenoxgroupinc.com/-- sells tabletop,  
collectible and giftware products under the Lenox, Department 56,
Gorham, and Dansk brand names.  The company sells its products
through wholesale customers who operate gift, specialty and
department store locations in the United States and Canada,
company-operated retail stores, and direct-to-the-consumer through
catalogs, direct mail, and the Internet.

                     Going Concern Doubt

Deloitte & Touche, LLP, in Minneapolis, Minnesota, raised
substantial doubt about Lenox Group Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditing firm pointed to the company's difficulties in meeting its
loan agreement covenants and financing needs.


MAAX HOLDINGS: Reports $76.6 Mil. Loss in 3rd Qtr. Ended Nov. 30
----------------------------------------------------------------
MAAX Holdings Inc. reported Monday results for its third quarter
ended Nov. 30, 2007.  

The company reported loss continuing operations of $76.6 million
in the third quarter of FY 2008 compared to loss from continuing
operations of $9.7 million in the same period of FY 2007.

Nnet sales decreased 8.0% to $104.2 million for the third quarter
of FY 2008 from net sales of $113.2 million for the third quarter
of FY 2007.  Operating loss of $2.8M for the third quarter of FY
2008 compares to an operating profit of $1.0M in the third quarter
of FY 2007.

The company said that results of its Bathroom sector continue to
be affected by adverse market conditions in the United States.  
Net sales decreased by $5.0 million, or 4.9%, compared to the
third quarter of fiscal 2007, to reach $96.4 million.  This
decrease is principally from the US market.  

Sales for the company's Spa Sector were $7.8M, which is
$4.0 million or 34.1% lower than for the third quarter of FY 2007,
and is a result of soft markets conditions.  

                        Financial Position

Free cash flow for the third quarter of FY 2008 was $1.2 million
compared with $17.9 million for the same period last year.  The
company attributed the decrease in cash flow compared to last year
to lower cash contributions from both operations and working
capital.  Total net debt of $508.6 million at Nov. 30, 2007,
increased from Aug. 31, 2007, levels of $499.1 million, due to the
stronger Canadian dollar and the accretion of the Senior Discount
Notes.  

                        Covenant Defaults

As of Nov. 30, 2007, the company is in default on its debt
covenants under its Credit Agreement with its senior secured
lenders.  Accordingly, the company may be required to repay
entirely the amounts outstanding on its senior credit facility.  
Consequently the long term debts subject to demand have been
reclassified as short term liability.

As reported in the Troubled Company Reporter on Jan. 11, 2008, the  
company entered into a forbearance agreement in which its senior
secured lenders agreed, until at least Feb. 1, 2008, to not pursue
the potential event of default.  The company also has an option
under certain conditions to extend this Forbearance Agreement
until Mar. 19, 2008.  Under the Forbearance Agreement, the company
will have full access to its revolving credit facility.  The
Forbearance Agreement also allows the company to continue to
explore and pursue all alternatives and solutions relating to the
restructuring of its existing debt obligations.

                       About Maax Holdings

Headquartered in Brooklyn Park, Minnesota, MAAX Holdings Inc. --
http://www.maax.com/--  is a North American manufacturer of
bathroom products, and spas for the residential housing market.
MAAX offerings are available through plumbing wholesalers, bath,
and spa specialty boutiques and home improvement centers.  The
company currently operates 18 manufacturing facilities and
independent distribution centers throughout North America and
Europe.  MAAX Corporation is a subsidiary of Beauceland
Corporation, itself a wholly owned subsidiary of the company.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded MAAX Holdings Inc.'s
corporate family rating to Ca from Caa2, and its senior unsecured
discount notes to C from Caa3, and also downgraded MAAX
Corporation's senior subordinated notes to Ca from Caa3.   The
downgrades were prompted by MAAX Corporation's failure to make the
Dec. 15, 2007 interest payment on its 9.75% senior subordinated
notes due 2012.  MAAX Holdings has an SGL-4 speculative grade
liquidity rating.  The rating outlook is stable.


MARCAL PAPER: Lambasts Creditors' Panel for Trying to Delay Sale
----------------------------------------------------------------
Marcal Paper Mills Inc. berated CEO Nicholas Marcalus and the
Official Committee of Unsecured Creditors in its bankruptcy case,
for asking the U.S. Bankruptcy Court for the District of New
Jersey to deny the proposed sale of substantially all of the
Debtor's assets, the Associated Press reports.

As reported in the Troubled Company Reporter on Jan. 11, 2008, the  
Committee argued that the sale does not provide any real or
tangible benefit to the Debtor's unsecured creditors, which
disposes the assets without the protection of a plan of
reorganization.

The Committee also opposed NexBank SSB's stalking horse
$35 million credit bid.  NexBank is the administrative agent to
the Debtor's DIP lender Heartland Financial Corp.

According to the Committee, NexBank should be denied of its right
to credit bid because it skewed and manipulated the flow of
information on the process of the sale against other potential
bidders.

According to the AP, Marcalus insisted that any company who buys
the Debtor's assets should remove his family's name on all the
products.

The Debtor complained to the Court that Marcalus and the Committee
are trying to "blow up" the sale, which was crucial in helping its
current employees keep their jobs.  "The continued operation of
the business -- through the sale -- is not just 'dollars and
cents' to these people, it is their livelihood and the ability to
provide for their families," the AP cites the Debtor in its Court
filings.

                     About Marcal Paper Mills

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor disclosed total assets of $178,626,436 and total
debts of $178,890,725

The Debtor filed an Amended Plan and Disclosure Statement on
July 31, 2007.  The Court approved the adequacy of the Amended
Disclosure Statement on August 1, 2007.  The confirmation hearing
was originally set for Sept. 26, 2007, and later moved to Oct. 19,
2007.  However on Oct. 2, 2007, the Debtor gave notice that it was
going to sell its assets.


MARCOTTE PROPERTIES: Files Voluntary Chapter 11 Case Summary
------------------------------------------------------------
Debtor: Marcotte Properties, Inc.
        1119 S. Mission Road, #102
        Fallbrook, CA 92028

Bankruptcy Case No.: 08-00226

Chapter 11 Petition Date: January 14, 2008

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtors' Counsel: Marcy E. Kaye, Esq.
                  11770 Bernardo Plaza Court, Suite 305
                  San Diego, CA 92128
                  Tel: (858) 485-1569

Total Assets: $825,000

Total Debts:  $3,120,057

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


MASHANTUCKET WESTERN: S&P Ratings Not Affected by 17% Decline
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on the
Mashantucket Western Pequot Tribe (BB+/Negative/--) is not
affected by the news that net slot win in December declined 17%
and that John O'Brien, president of Foxwoods, has resigned.  S&P
believes the decline in operating performance is largely due to
one-time events relating to challenges associated with the
execution of a direct-mail campaign and a lower-than-usual hold
percentage.

However, this announcement comes at a time when Foxwoods is
undergoing an expansion and pro forma credit measures are somewhat
weak for the current rating.  Plans are for the expansion, which
includes 825 hotel rooms and 50,000 square feet of gaming space,
to open in May.  

S&P continues to expect leverage to peak in fiscal 2008 (ended
Sept. 30), and believes that the tribe will restore credit
measures to levels more in line with the current rating in fiscal
2009.   Still, there is now very little cushion in the rating for
additional operating challenges or market weakness beyond current
expectations in the coming quarters.


MASTR ADJUSTABLE: Moody's Downgrades Ratings on Nine Tranches
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven tranches
and has placed under review for possible downgrade the ratings of
five tranches from two transactions issued by MASTR Adjustable
Rate Mortgages Trust 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:

MASTR Adjustable Rate Mortgages Trust 2007-1

  -- Cl. I-M4 Currently Aa2, on review for possible downgrade,
  -- Cl. I-M5 Currently Aa3, on review for possible downgrade,
  -- Cl. I-M6, Downgraded to Baa2, previously A1,
  -- Cl. I-M7, Downgraded to B2, previously A3,

MASTR Adjustable Rate Mortgages Trust 2007-3

  -- 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 Ba1, previously A1,
  -- Cl. 1-M5, Downgraded to B2, previously A2,
  -- Cl. 2-M6, Downgraded to A2, previously A1,
  -- Cl. 2-M7, Downgraded to Baa3, previously A3,
  -- Cl. 2-M8, Downgraded to B1, previously Baa1.


MICHAEL HOLOKA: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Michael Charles Holoka
         JoAnn Marlene Holoka
         6958 Wicksbury Lane
         Rockford, IL 61114

Bankruptcy Case No.: 08-50016

Chapter 11 Petition Date: January 15, 2008

Court: Northern District of Florida (Panama City)

Debtors' Counsel: Charles M. Wynn, Esq.
                  Charles M. Wynn Law Offices, P.A.
                  P.O. Box 146
                  Marianna, FL 32447
                  Tel: (850) 526-3520
                  Fax: (850) 526-5210

Total Assets: $2,816,626

Total Debts:  $3,752,380

Debtors' list of their 11 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
Amtrust Bank                    property located at:    $38,659
P.O. Box 94712                  10901 Front Beach     ($299,000
Cleveland, OH 44101             Road #1605 -           secured)
                                CitiMortgage is the   ($319,200
                                mortgage holder.    senior lien)

Mark and Virginia Taylor        personal loan - this    $28,000
10612 Ftont Beach Road          debt is a joint debt
P.O. Box 27346                  with debtors business
Panama City Beach, FL 32407     partner.

Peggy C. Brannon                Majestic Beach Towers    $4,968
Tax Collector                   Unit #2202 - Indymac  ($482,000
P.O. Box 2285                   Bank is the mortgage   secured)
Panama City, FL 32402           holder.               ($623,895
                                                    senior lien)

                                property located at:     $3,093
                                10901 #10605 -        ($299,000
                                CitiMortgage is the    secured)
                                mortgage holder.      ($357,859
                                                   senior lien)

                                Condo. located at:       $2,658
                                5115 Gulf Drive Unit  ($239,167
                                #1705 on Panama City   secured)
                                Beach, FL. Regions     (369,911
                                Bank is the         senior lien)
                                mortgage holder.          

Rhonda Skipper, Tax Collector   Unit D-305 in the        $5,963
                                Adagio Condo.         ($715,000
                                Complex - located      secured)
                                in Walton County,     ($895,679
                                Florida.            senior lien)
                                Countrywide Home
                                Loans in the mortgage
                                holder.  

                                Lot 45 - Watersound      $3,221
                                Beach Phase 4 -       ($399,000
                                Mortgage holder is     secured)
                                Whitney bank -         ($900,00
                                Property is         senior lien)
                                foreclosure - Carver,
                                Darden, Koretzky,
                                Tessier, Finn, Blossman

Hsbc/Bstby                      Charge Account -         $7,769
                                
Citi                            Credit Card              $5,456

Majestic Beach Resort           Majestic Beach Towers    $2,174
                                Unit $2202 - Indymac  ($482,000
                                Bank is the mortgage   secured)
                                holder.               ($628,863
                                                    senior lien)

                                property located at:     $1,184
                                10901 Front Beach     ($299,000
                                Road #10605 -          secured)
                                CitiMortgage is the   ($360,952
                                mortgage holder.    senior lien)

Bank of America                 Credit Card              $2,772
                                
Seychelles Homowners            Condo located at:        $1,364
Associated Inc.                 5115 Gulf Drive Unit  ($239,167
                                #1705 on Panama City   secured)
                                Beach, FL. Regions    ($372,569
                                Bank is the         senior lien)
                                mortgage holder.

Watersound Beach Comm.          Lot 45 - Watersound        $947
Associations Inc.               Beach Phase 4 -       ($399,000
                                Mortgage holder is     secured)
                                Whitney Bank -        ($903,221
                                Property is         senior lien)
                                foreclosure

Nicor Gas                       Other Utility Company      $280


MONEYGRAM INTERNATIONAL: In Negotiations for Recapitalization
-------------------------------------------------------------
MoneyGram International Inc. said it is engaged in exclusive
negotiations with an investment group led by Thomas H. Lee
Partners L.P. concerning a comprehensive recapitalization of the
company.  

The negotiations, the company said in a regulatory filing,
currently contemplate a transaction pursuant to which the company
would receive a capital infusion of both equity and debt capital,
comprised of approximately $750-850 million of equity from the
Investors and approximately $550-750 million of new debt
facilities from third parties.

The company also expects to have $350 million outstanding or
available under its existing credit agreement.

The investment would be conditioned upon, among other things,
liquidation by the company of a significant portion of its
existing investment portfolio.

The company would expect to recognize losses in connection with
that liquidation, if it occurs, which, in light of losses
recognized on the securities sold in January, 2008, are likely
to be substantially higher than the losses reflected in its
Nov. 30, 2007 valuation.

According to the company, the securities that would be acquired
by the Investors in the transaction under discussion would
currently be expected to give the Investors an initial equity
interest in the company ranging from 60 to 65%, depending upon
the amount of capital invested and the ultimate size of the
losses realized upon the sale of certain assets within the
company's securities portfolio.  Given the nature of the
securities comprising the company's current investment
portfolio, the amount of capital required to be infused into
the company and the initial equity interest may fall outside
the ranges previously noted.

The transaction is designed to provide sufficient capital to
support realignment of the company's portfolio away from the
risk associated with the asset-backed security market that it
has faced in the recent past and to provide sufficient
financial flexibility to support the long term needs of the
business after the realignment.  It is anticipated that the
realigned portfolio will be comprised predominantly of
government, government agency and municipal securities.  As a
result, the company anticipates that its profit margin will be
adversely affected on a going forward basis by the lower
yields in its realigned portfolio.  

The company anticipates that the negotiations will lead to
execution of definitive documents this month, and to a funding
in February.

The company expects that any transaction agreement with the
Investors would permit the board of directors to seek
alternative investors and to terminate the transaction prior
to funding to accept an offer that is superior for the
shareholders subject to a customary break-up fee.

The company also noted that its exclusive discussions with the
Investors do not preclude discussions between the company
and Euronet Worldwide Inc. or discussions with third parties
pursuant to superior written offers.

The company said it has executed a confidentiality agreement
with Euronet and has provided confidential information to and
engaged in discussions with representatives of Euronet.

MoneyGram clarifies that neither the company nor any of the
Investors has committed to the proposed transaction and no
assurances can be given that the conditions necessary to
reach a definitive agreement will be satisfied or that the
company will enter into or consummate a transaction with
any of the Investors or any other party.

                 About MoneyGram International

MoneyGram International, Inc. -- http://www.moneygram.com/--   
(NYSE: MGI) is a payment services company.  The company's major
products and services include global money transfers, money orders
and payment processing solutions for financial institutions and
retail customers.  MoneyGram had $1.16 billion in revenue in 2006
and approximately 143,000 global money transfer agent locations
in 170 countries and territories.


MONEYGRAM INT'L: Gets January 31 Waiver from Lenders
----------------------------------------------------
MoneyGram International Inc. has obtained certain amendments and
waivers until Jan. 31, 2008, under its bank lending agreements
and a primary clearing agreement, the company said in a regulatory
filing with the Securities and Exchange Commission.

The company's bank lenders under its $350 million credit agreement
and JPMorgan Chase, the lender under its $150 million 364-day
credit facility, have each agreed to an amendment to those
agreements through the end of the month.

Pursuant to the amendments, the lenders have agreed to waive
certain events of default arising by virtue of the investment
portfolio losses expected to be reflected as impairments in the
company's financial statements at year end, and certain related
matters.  

A primary clearing bank has entered into a similar waiver.  The
amendments provide that the waivers are effective for net
securities losses up to $1.5 billion.

The company and the lenders also agreed to certain amendments
to covenants and an increase in the interest rates payable during
the waiver period.

                     Conclusion of Strategic Review
                     of the Payment Systems Segment

The Board of Directors of MoneyGram has conducted a comprehensive
review of the Payment Systems segment with the assistance of
J.P. Morgan.

As a result of the review, the company will restructure its
Official Check business model by changing its commission
structure, enabling the company to continue providing essential
services by focusing on small to mid-sized institutions and
exiting certain large customer relationships.

The company expects to exit contracts with most of its top ten
Official Check customers, who together account for approximately
$2 billion of the company's Official Check payment obligations.

                  Global Funds Transfer Segment Update

According to the company, its Global Funds Transfer segment, which
consists of money transfer (including urgent bill payment) and
retail money orders, continues to experience strong growth driven
by global migration trends.  

Money transfer transaction volume grew 25% in the fourth quarter
of 2007.  The money transfer agent network grew to 143,000 agent
locations at the end of 2007, an increase of 30% from the prior
year.  The Global Funds Transfer segment continues to generate
strong cash flow enabling it to fund investments in marketing,
infrastructure and agent growth.

                 About MoneyGram International

MoneyGram International, Inc. -- http://www.moneygram.com/--   
(NYSE: MGI) is a payment services company.  The company's major
products and services include global money transfers, money orders
and payment processing solutions for financial institutions and
retail customers.  MoneyGram had $1.16 billion in revenue in 2006
and approximately 143,000 global money transfer agent locations
in 170 countries and territories.


MONEYGRAM INT'L: Incurs Additional Net Unrealized Losses of $571MM
------------------------------------------------------------------
MoneyGram International Inc. disclosed in a regulatory filing with
the Securities and Exchange Commission that it has completed the
valuation of its investment portfolio as of Nov. 30, 2007, and has
experienced additional net unrealized losses of $571 million from
Sept. 30, 2007, bringing cumulative net unrealized losses to
$860 million.

According to the company, the additional losses largely result
from deterioration in the value of the company's holdings of
asset-backed securities, which were negatively impacted by
changes in the credit ratings of the securities or the
underlying collateral supporting these securities.

The company said it has commenced a process to realign the
portfolio away from asset-backed securities and into highly
liquid assets.

In January, 2008, the company sold $1.3 billion of securities,
resulting in a realized loss of approximately $200 million, which
was an incremental loss of approximately $100 million from the
unrealized losses reflected as of November 30 as to these
securities.

The company said it is in the process of performing its year
end pricing analysis and quarterly impairment review.  It
anticipates that significant additional losses will be recorded
in December, and that a substantial charge for other-than-
temporarily impaired securities will be taken against earnings
in the fourth quarter.  Investors are advised not to rely upon
previously given guidance for 2007 results.

The company explains that the losses in the portfolio do not
immediately impact its cash flow but rather create a need for
long-term capital to off-set the anticipated significant
realized and unrealized losses in the investment portfolio.

Moreover, the company said it currently has sufficient daily
liquidity which comes primarily from settlements with customers
supplemented by liquid portfolio assets, including cash and
cash equivalents of $1.5 billion, and does not anticipate any
issues related to daily liquidity provided its current customer
relationships remain substantially in place.

                 About MoneyGram International

MoneyGram International, Inc. -- http://www.moneygram.com/--   
(NYSE: MGI) is a payment services company.  The company's major
products and services include global money transfers, money orders
and payment processing solutions for financial institutions and
retail customers.  MoneyGram had $1.16 billion in revenue in 2006
and approximately 143,000 global money transfer agent locations
in 170 countries and territories.


MONEYGRAM INT'L: Losses Spur S&P to Cut Rating to BB from BBB
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on MoneyGram International to 'BB' from
'BBB'.  The rating will remain on CreditWatch Negative, where it
was placed on Dec. 13, 2007.
      
"The downgrade follows MoneyGram's announcement that it has
experienced significant, additional unrealized losses on its float
investment portfolio, bringing cumulative net unrealized losses to
$860 billion as of Nov. 30, 2007," said Standard & Poor's credit
analyst Rian Pressman.  As the company moves to restructure its
Payment Systems business and the associated float investment
portfolio, these losses, which heretofore have been recorded as
adjustments to shareholder's equity, will be realized.  Given that
the realized loss on a $1.3 billion portion of the securities
portfolio that was sold in January 2008 was double the unrealized
loss reflected as of Nov. 30, 2007, the resulting effect on
earnings may be more than $1.5 billion,"a large amount considering
that net income for the first nine months of 2007 was $96 million.  
Earnings will be affected in fourth-quarter 2007, as MoneyGram
takes permanent impairments on its subprime mortgage, CDO, and
other ABS investments.  Earnings could also be affected in
subsequent quarters if the realized losses on these securities
exceed the previously booked unrealized losses.
     
MoneyGram also announced that it is in discussions with Thomas H.
Lee Partners L.P., a private equity firm, regarding recapitalizing
the company.  The downgrade reflects the increased debt associated
with this recapitalization, as this will increase leverage
substantially above a level that is acceptable for an investment-
grade rating.  In addition, given the magnitude of the losses that
S&P expects, it is unclear if the expected equity infusion would
leave MoneyGram with an adequate level of tangible capital.  
Lastly, S&P is uncertain about what the expected 60%-65% initial
ownership percentage by Thomas H. Lee Partners will mean for
MoneyGram's strategy.
     
The current plan calls for approximately $750 million-$850 million
of equity to be invested, and MoneyGram would raise an additional
$550 million-$750 million of new debt facilities from third
parties.  The funds would be used to buy government, agency, and
municipal securities to rebuild its float portfolio (which, per
clearing bank and regulatory agreements, must exceed its payment
obligations associated with official check and money orders).  
MoneyGram also plans to shrink its Payment Systems business
substantially by refocusing on small and midsize bank
relationships; however, S&P believes this may take up to one year
or longer to fully implement.  S&P expects the resulting Payment
Systems business to operate at substantially reduced
profitability, and this reduced earnings power is also a factor in
S&P's downgrade.
     
Offsetting these concerns to a certain extent is the continuing
strength of MoneyGram's money transfer business and adequate,
short-term liquidity position.  The company has $1.5 billion of
cash available to meet the ongoing cash needs associated with the
Payment Systems business and other operations.
     
The CreditWatch Negative listing reflects the potential for
further negative ratings action as events unfold.  For example,
the recapitalization agreement may not be implemented as currently
envisioned because, for instance, the closing conditions are not
met.  Additional factors that may trigger further downgrades
include higher-than-expected losses, an inability to obtain
further amendments and waivers to bank lending agreements and a
primary clearing agreement after Jan. 31, 2007, and adverse
regulatory actions by state regulatory bodies.       
     
Any agreement with Thomas H. Lee Partners will allow MoneyGram's
board to consider alternative offers, which may be consummated
after the payment of a break-up fee.  This includes ongoing
discussions with Euronet Worldwide Inc. (BBB/Watch Pos/--), with
whom MoneyGram recently signed a confidentiality
agreement.  The initial CreditWatch Negative listing was
predicated on Euronet potentially acquiring MoneyGram.  Although
both entities are currently rated the same, the rating on a
combined entity may differ.


MONEYGRAM INT'L: Weak Portfolio Cues Moody's to Cut Corp. Rating
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of MoneyGram International to Ba3 from Ba1.  The rating remains
under review for further possible downgrade.

The downgrade reflects the company's continued deterioration in
its investment portfolio due to exposure to subprime securities,
including collateralized debt obligations, the risk that the
company may have to take additional mark downs to its investment
portfolio, as well as the additional financial leverage the
company is expected to add to its balance sheet following MGI's
announcement yesterday of a pending transaction with an investment
group led by Thomas H. Lee.

Management expects that the investment group will provide a
capital infusion of both equity and debt capital, comprised of
approximately $750-850 million of equity and $550-750 million of
new debt facilities from third parties.  The company also expects
to have $350 million outstanding or available under its existing
credit agreements.

The company is required by state regulation and client contracts
to maintain at least one-to-one coverage of its payment service
obligations with assets that include these investments.  The
downgrade considers the continued decline in the value of the of
the remaining ABS investments, as evidenced by the recent poor
performance of the traded Asset Backed Index, as well as the
uncertainty over further deterioration in the already weak
residential housing market.

The review for possible downgrade will continue to focus on the
company's prospects to withstand further potential unrealized
losses or writedowns of subprime and CDO securities within its
investment portfolio, the financial flexibility provided by its
internal and external liquidity sources, the potential outcome of
the recapitalization negotiations with Thomas H. Lee, and whether
its existing customer relationships remain substantially in place.

Located in Minneapolis, Minnesota, MoneyGram International is a
transaction processor of official check, money order, and money
transfer services.


MONEYGRAM INTERNATIONAL: Fitch Lowers Issuer Default Rating to BB-
------------------------------------------------------------------
Fitch Ratings has downgraded these ratings for MoneyGram
International Inc.:

  -- Issuer Default Rating to 'BB-' from 'BBB-'; and
  -- Senior unsecured credit facility to 'BB-' from 'BBB-';

These ratings remain on Rating Watch Negative.  Fitch's actions
affect approximately $350 million of debt.

Additionally, Fitch has withdrawn its short-term IDR rating of
'F3'.

The downgrade and continuation of the Rating Watch Negative status
reflect the following considerations:

  -- MoneyGram announced a planned recapitalization of the
     company due to significant losses in the company's
     investment portfolio.  The recapitalization plan, which is
     not yet final, is expected to include an equity investment
     from Thomas H. Lee Partners of $750 million to
     $850 million in the form of convertible preferred shares
     as well as $550 million to $750 million of new debt.  
     THL's investment is expected to represent a 60% to 65%
     equity stake in MoneyGram.

  -- Fitch estimates pro forma leverage for MoneyGram will
     range from approximately 6.0 times to 8.0x dependent upon
     the final amount of capital raised as well as the
     determination of equity credit for the preferred share
     issuance.  As of Sept. 30, 2007, Fitch estimated leverage
     at 1.5x.

  -- The new financing is contingent upon MoneyGram divesting
     its portfolio of asset backed securities investments
     resulting in a significant operating loss and permanent
     decline in equity.  As of Sept. 30, 2007, MoneyGram had
     approximately $4 billion in ABS investments.  The size of
     the planned financing of $1.3 billion to $1.6 billion
     reflects the approximate size of the expected loss on the
     portfolio, an amount which is expected to be based on the
     final sale price of the ABS investments sold by MoneyGram,
     in addition to long-term capital needed to restructure the
     Official Check business.

  -- MoneyGram is altering the business model of its Official
     Check business which is expected to negatively impact
     profitability at the company over the next several
     quarters.  The company intends to limit investments to
     government backed securities on a go forward basis
     resulting in lower yields on its portfolio.

  -- MoneyGram's planned recapitalization is expected to
     require amendments to or refinancing of the company's
     credit facility agreements which currently have financial
     covenant limitations as well as limitations on additional
     debt financing.  Currently, MoneyGram has drawn the full
     amount of its $350 million credit facility, which expires
     in 2010.  The company has received waivers of the debt to
     total capital requirement in its bank facilities through
     Jan. 31, 2008.

  -- MoneyGram's Global Funds Transfer business remains strong
     with December quarter transaction growth up 25% over the
     prior year period.  Fitch estimates that the GFT business
     provides the majority of MoneyGram's EBITDA and should be
     largely unaffected by the losses in the Official Check
     business.  However, the expected higher leverage resulting
     from the planned financing could impact MoneyGram's
     ability to compete for agent contracts longer term.

Resolution of the Rating Watch Negative status is dependent upon
these items:

  -- Final determination of the amount and terms and conditions
     of the recapitalization plan including the split between
     debt and convertible preferred shares.

  -- A new or amended credit facility to provide liquidity for
     the company beyond the $350 million currently outstanding
     on the company's bank facility.

Fitch believes pro forma debt for MoneyGram will include the
$350 million currently outstanding on the company's $350 million
credit facility, the $550 million to $750 million in expected debt
issuance plus the $750 million to $850 million in convertible
preferred shares less a portion given equity credit.


MORGAN STANLEY: Nine Tranches Obtains Moody's Junk Ratings
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 46 tranches
and has placed under review for possible downgrade the ratings of
32 tranches from 9 deals issued by Morgan Stanley 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 has also
applied its published methodology updates to the non delinquent
portion of the transactions.

Complete list of rating actions:

Issuer: Morgan Stanley Mortgage Loan Trust 2007-10XS

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

Issuer: Morgan Stanley Mortgage Loan Trust 2007-11AR

  -- Cl. 1-A-2, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-2, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-4, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-6, Currently Aaa on review for possible downgrade,
  -- Cl. B-1, Currently Aa2 on review for possible downgrade,
  -- Cl. B-2, Downgraded to B3, previously A2,
  -- Cl. B-3, Downgraded to Caa2, previously Baa2,
  -- Cl. B-4, Downgraded to Caa3, previously Ba2.

Issuer: Morgan Stanley Mortgage Loan Trust 2007-1XS

  -- Cl. M-3, Currently Aa3 on review for possible downgrade,
  -- Cl. M-4, Downgraded to A2, previously A1,
  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. B-1, Downgraded to Baa2, previously Baa1,
  -- Cl. B-2, Downgraded to Ba1, previously Baa2,
  -- Cl. B-3, Downgraded to Ba3, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2007-2AX

  -- Cl. 1-A, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-3, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-4, 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 Baa2, 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 B3, previously Baa2,
  -- Cl. B-3, Downgraded to Caa3, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2007-3XS

  -- 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 A2, previously A1,
  -- Cl. M-5, Downgraded to A3, previously A2,
  -- Cl. M-6, Downgraded to Baa1, previously A3,
  -- Cl. B-1, Downgraded to Baa3, previously Baa1,
  -- Cl. B-2, Downgraded to Ba1, previously Baa2,
  -- Cl. B-3, Downgraded to Ba3, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2007-5AX

  -- Cl. 1-A, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-3, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-4, 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 Ba2, previously A1,
  -- Cl. M-5, Downgraded to B3, previously A2,
  -- Cl. M-6, Downgraded to Caa1, previously A3,
  -- Cl. B-1, Downgraded to Caa3, previously Baa1,
  -- Cl. B-2, Downgraded to Ca, previously Baa2,
  -- Cl. B-3, Downgraded to C, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2007-6XS

  -- Cl. B-3, Downgraded to Ba1, previously Baa3,

Issuer: Morgan Stanley Mortgage Loan Trust 2007-7AX

  -- Cl. 1-A, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-3, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-4, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-5, Currently Aaa on review for possible downgrade,
  -- Cl. 2-A-6, 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 B1, previously A1,
  -- Cl. M-5, Downgraded to B3, previously A2,
  -- Cl. M-6, Downgraded to Caa1, previously A3,
  -- Cl. B-1, Downgraded to Caa2, previously Baa1,
  -- Cl. B-2, Downgraded to Caa3, previously Baa2,
  -- Cl. B-3, Downgraded to C, previously Baa3.

Issuer: Morgan Stanley Mortgage Loan Trust 2007-8XS

  -- 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 Ba1, previously A3,
  -- Cl. B-1, Downgraded to Ba2, previously Baa1,
  -- Cl. B-2, Downgraded to Ba3, previously Baa2,
  -- Cl. B-3, Downgraded to B3, previously Baa3.


MORGAN STANLEY: S&P Puts BB- Note Rating on Developing Watch
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' rating on the
$3 million class A-11 secured fixed-rate notes from Morgan Stanley
ACES SPC's series 2006-8 on CreditWatch with developing
implications.
     
The rating action reflects the Jan. 11, 2008, placement of the
ratings on Rock-Tenn Co.'s senior unsecured debt on CreditWatch
developing. Series 2006-8 is a $46 million credit-linked note
transaction.  The rating on each class of notes from this series
is based on the lowest of --

(i) the ratings on the respective reference obligations for each
class (with respect to class A-11, the senior unsecured notes
issued by Rock-Tenn Co., {'BB-/Watch Dev'});

(ii) the rating on the guarantor of the counterparty to the credit
default swap, the interest rate swap and the contingent forward
agreement, (in each instance, Morgan Stanley {'AA-'}); and

(iii) the rating on the underlying securities, BA Master Credit
Card Trust II's class A certificates from series 2001-B due 2013
('AAA').


MORTGAGE CAPITAL: Fitch Revises DRR on 'CCC' Rated Cert. to DR3
---------------------------------------------------------------
Fitch Ratings revises the Distressed Recovery rating of Mortgage
Capital Funding, Inc.'s commercial mortgage pass-through
certificates, series 1998-MC1, as:

  -- $20.5 million class M to 'CCC/DR3' from 'CCC/DR2'.

In addition, Fitch affirms these classes:

  -- Interest-only class X at 'AAA';
  -- $64.7 million class E at 'AAA';
  -- $12.9 million class F at 'AAA';
  -- $38.8 million class G at 'AAA'.

Fitch does not rate the $51.8 million class H, $12.9 million class
J, $12.9 million class K, $32.4 million class L, or
$6.8 million class N certificates.  The class A-1, A-2, B, C and D
certificates have paid in full.

The class M DR rating is revised to 'CCC/DR3' from 'CCC/ DR2'
based on actual and anticipated losses

The affirmations of classes E, F and G are based on the
expectation that these classes will pay in full.  Currently, 16
loans (33.6%) are defeased, including three of the top five loans
(25.2%).  All but two (1.9%) of the defeased loans have matured
and the payoffs are expected to be reflected in the January 2008
distribution date.  At that time, classes E, F and G will be paid
in full.  As of the December 2007 distribution date, the pool has
paid down 85.1% to $193.2 million from
$1.29 billion at issuance.  All of the remaining loans mature by
March 2008.

There was one loan (1.6%), a non-performing balloon asset, in
special servicing as of the December 2007 distribution.  The loan
is secured by a multifamily property in Jackson, Michigan.  The
property was paid off at a discount in late December 2007 and
proceeds and realized losses will be reflected in the January 2008
distribution.

A second loan (2.1%), secured by a retail center in Columbus, OH,
was transferred to special servicing in January 2008 due to
maturity default and losses are possible.

Realized and expected losses from the specially serviced loans are
expected to impact class M.  Additional losses are possible if the
remaining loans are unable to refinance at their upcoming maturity
dates.


MORTGAGE LENDERS: Four Lenders Want Automatic Stay Terminated
-------------------------------------------------------------
Four creditors in Mortgage Lenders Network USA Inc. separately ask
the U.S. Bankruptcy Court for the District of Delaware to lift the
automatic stay imposed, including defaults under certain notes and
superior liens in connection with 10 real properties located at:

   1) 40 Hoopa Court, in Sacramento, California 95820;
   2) 106 Eldert Street, in Brooklyn, New York 11206;
   3) 193 Martin Road, in Huguenot, New York 12746;
   4) 236 Sunny Acre Drive, in Mount Juliet, Tennessee 37122;
   5) 389 Green Hollow Road, in Plainfield, Connecticut 06239;
   6) 1444 South Main Street, in Orem, Utah 84058;
   7) 2303 North 75 E., in Layton, Utah 84041;
   8) 2305 Pacific Street, in Brooklyn, New York 11233;
   9) 3630 SW 32 Avenue, in West Park, Florida 33023 and
   10) 130-04 160th Street, in Jamaica, New York 11434.

Avelo Mortgage LLC, Countrywide Home Loans Inc., Lehman
Brothers Inc., and Wilshire Credit Corp. ask the Court to
terminate the automatic stay to exercise their rights, including
foreclosures on the Properties.

Adam Hiller, Esq., at Draper & Goldberg, PLLC, in Wilmington,
Delaware, relates that Avelo Mortgage, et al., are the current
holders of the Properties' mortgages and notes.  He adds that
review of the Properties' titles shows that Mortgage Lenders
Network USA, Inc., may hold a lien junior to the Mortgages.

Mr. Hiller informs the Court that the obligors of the Properties
are in default under the Notes, thus, Avelo Mortgage, et al., seek
to exercise their non-bankruptcy rights and remedies with respect
to the Notes, including the enforcement of their rights against
the Mortgages.

Because the Debtor's Junior Mortgages are subordinate to Avelo
Mortgage, et al.'s Mortgages, the Debtor has no equity in the
Properties, Mr. Hiller says.  

In addition, because the Junior Mortgages add little or no value
to the bankruptcy estate, the Properties are not necessary for the
Debtor's reorganization, Mr. Hiller tells the Court.

Hence, Mr. Hiller contends, relief from the automatic stay is
appropriate to permit Avelo Mortgage, et al., to exercise their
rights and remedies with respect to the Mortgages.

A continued stay of Avelo Mortgage, et al.'s action against the
Obligors and the Properties will cause significant prejudice to
Avelo Mortgage, et al., Mr. Hiller notes.  Therefore, he asserts,
"cause" exists to terminate the automatic stay.

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: Sovereign Bank Wants Automatic Stay Lifted
------------------------------------------------------------
Sovereign Bank, a creditor in Mortgage Lenders Network USA Inc.,
asks the U.S. Bankruptcy Court for the District of Delaware to
terminate the automatic stay to allow it to exercise its rights
against a parcel of real property located at 1303 Alton Road, in
Lawrenceburg, Kentucky 40342.

Robert T. Aulgur, Jr., Esq., at Whittington and Aulgur, in
Middletown, Delaware, relates that borrowers Mark and Julie
Templeton executed a note in favor of Mortgage Lenders Network
USA Inc., in the principal sum of $77,200.  

Note 1 is secured by a first priority perfected lien against the
Property, and the mortgage was assigned to BankBoston, NA, who
subsequently assigned Note 1 and the Mortgage to Chase Manhattan
Bank, as trustee for the BankBoston Home Equity Loan Trust.

Mr. Aulgur further relates that the Borrowers also executed a
second note in favor of the Debtor in the principal sum of
$19,300, which is secured by a second priority perfected lien
against the Property.  The Debtor still holds the Mortgage for
Note 2 on the Property.

On March 22, 2007, the servicing of the First Mortgage was
transferred to Sovereign Bank, Mr. Aulgur says.  He adds that the
Borrowers are contractually delinquent on the First Mortgage and a
foreclosure proceeding is pending.

Sovereign Bank's Broker Price Opinion lists the market value of
the Property as $124,000, before deducting costs of sale,
broker's fees, and other fees, which might be incurred in the
liquidation of the Property, Mr. Aulgur relates.  

He notes that the payoff on the First Mortgage is $79,174, as of
Dec. 19,  2007.  He further relates that in addition to the Second
Mortgage held by the Debtor, there are a number of open tax liens,
including a federal tax lien of $28,352.  He contends that based
upon the additional encumbrances, there appears to be no equity in
the Property.

Because the Debtor's junior Mortgage adds little or no value to
the bankruptcy estate, the Property is not necessary for Debtor's
reorganization, Mr. Aulgur tells the Court.  Hence, the sought
relief from the automatic stay of Section 362 of the Bankruptcy
Code is appropriate to permit Sovereign Bank to exercise its non-
bankruptcy rights and remedies with respect to the Property, Mr.
Aulgus asserts.

Sovereign Bank does not know if the Property is insured or if it
is being maintained, therefore, its interest in not adequately
protected, Mr. Aulgur tells Judge Walsh.

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: Says Arizona Property Not a Bankruptcy Estate
---------------------------------------------------------------
Mortgage Lenders Network USA Inc. tells the the U.S. Bankruptcy
Court for the District of Delaware that the request of Bayview
Loan Servicing LLC, is based on the mistaken belief that the
junior mortgage, in connection with a real estate property at
2142 East Orangewood Avenue, in Phoenix, Arizona 85020, is
property of the Debtor's bankruptcy estate.

Previously, Bayview Loan asked the Court to lift the automatic
stay imposed, including defaults under certain notes and superior
liens in connection with a real estate property at Phoenix,
Arizona.  Bayview Loan wanted to foreclose on its mortgage against
the Property, in which Mortgage Lenders, has a possible junior
security interest.

Bayview Loan has recorded a "Notice of Trustee's Sale" in the
Superior Court of the state of Arizona, for the sale of the
Property.

Bayview Loan asked the Court to lift the stay and allow it, or any
other purchaser at Sheriff's sale, to take legal action for
enforcement of its right to possession of the Premise.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, contended that the Debtor has not had any
equitable interest in the Junior Mortgage since it was assigned to
Asset Management Holdings LLC, and any possible legal interest was
transferred when a new servicer was assigned.  Thus, the Junior
Mortgage is not property of the estate, she asserts.

Bayview Loan does not need to seek the Court's approval to
foreclose on a property, in which the Debtor holds no interest,
Ms. Jones noted.  She added that proposed actions against
properties that are not part of the bankruptcy estate are not
prohibited by the automatic stay, and the Court is not required
to consider requests that are not related to the estate property.

As the Junior Mortgage is held and serviced by Asset Management,
Bayview would provide notice to Asset Management of
the intent to foreclose on the Senior Mortgage, Ms. Jones said.  
She noted that the Debtor has no interest in any foreclosure
action related to the Senior or Junior Mortgage, hence, there is
no need for the Court to enter an order to provide comfort for
Bayview Loan's exercise of its rights not related to the case.

Ms. Jones declared that the Debtor does not oppose Bayview Loan's
ability to foreclose on the Property to the extent that Bayview
Loan's recovery is limited to the Property itself.  However, the
Debtor reserves its right to challenge any future liability or
obligation alleged by Bayview Loan related to either the Senior
Mortgage or Junior Mortgage.

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).


MORTGAGEIT SECURITIES: Moody's Lowers Ratings on Six Tranches
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 6 tranches and
has placed under review for possible downgrade the ratings of 3
tranches from MortgageIT Securities Corp. Mortgage Loan Trust,
Series 2007-1.  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: MortgageIT Securities Corp. Mortgage Loan Trust, Series
2007-1

  -- 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 A3, previously A1,

  -- Cl. M-5, Downgraded to Baa2, previously A2,

  -- Cl. M-6, Downgraded to Baa3, previously A3,

  -- Cl. M-7, Downgraded to Ba3, previously Baa1,

  -- Cl. M-8, Downgraded to B1, previously Baa2,

  -- Cl. M-9, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.


MOVIE GALLERY: Court Okays Procedures to Determine Cure Amounts
---------------------------------------------------------------
The Honorable Douglas O. Tice of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved Movie Gallery Inc. and its
debtor-affiliates' cure procedures to determine the amounts that
arose under prepetition leases that are not subject to
postpetition audit or adjustment.

The Debtors are allowed, in their sole discretion, to resolve any
disputes related to cure amounts by mutual agreement with the
Lessor and without further Court order.

Furthermore, any party-in-interest that fails to file and serve a
Cure Statement in a timely manner will be forever barred,
estopped and enjoined from asserting, collecting or seeking any
amounts on account of the cure amounts in excess of the amounts
in the Cure Notice.  In the same manner, the Debtors will be
forever discharged from any and all related indebtedness or
liability.
                                                                    
Any determination of cure amounts will apply to prepetition
amounts only and will not be deemed to have established the total
applicable default amounts that must be cured or compensation
payable for any resulting pecuniary loss.

"The Order is not deemed to affect the right of any Lessor to
contest the Debtors' statement of postpetition amounts due at the
time of assumption or to object to assumption on other non-
monetary grounds," Judge Tice clarified.

Actions by any party-in-interest taken in accordance with Cure
Procedures will not be deemed as an assumption, adoption,
rejection or termination of any Lease or an acceptance that any
Lease is executory or unexpired.  

Moreover, the Debtors explicitly reserve their rights, in their
sole discretion, to reject or assume any Lease pursuant to
Section 365(a) of the Bankruptcy Code.  

Judge Tice further ruled that the Order does not:

   (i) alter the prepetition nature of the Leases or the
       validity, priority or amount a Lessor's against the
       Debtors under the Leases;

  (ii) create a postpetition contract or agreement; or

(iii) elevate to administrative expense priority any claims of a
       Lessor against the Debtors under the Leases.

A full text copy of the Cure Amount Procedures is available for
free at:

               http://researcharchives.com/t/s?2706

                       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: Wants CIO Seth Levy's Employment Terms Approved
--------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to approve
the employment agreement it entered into with Seth Levy as chief
information officer to manage their operations with respect to
information technology.

Upon Court approval, the employment agreement will become
effective and will continue for 12 months with annual one-year
extensions.

Peter J. Barrett, Esq., at Kutak Rock LLP, in Richmond, Virginia,
recounts that the Debtors' chief information officer resigned in
April 2007, and was replaced by John Rossman from Alvarez &
Marsal Business Consulting, LLC, on an interim basis.  Mr.
Rossman, however, resigned in October 2007.

The Debtors determined that Mr. Levy's extensive experience in
managing information technology projects for large retail
companies qualifies him to manage the Debtors' related
operations.  Notably, Mr. Levy served as senior vice president
for Logistics, chief information officer for Electronic Boutique
Holdings, president of EB Games Online, and director for Systems
and Programming in May Department Stores Company, Mr. Barrett
discloses.

Pursuant to the Agreement, Mr. Levy will perform his duties as
chief information officer, as assigned by the chief executive
officer of Movie Gallery, Inc.  He will also receive an annual
salary of $325,000, and a sign-on bonus of $75,000.

Additionally, Mr. Levy will be entitled to participate in Movie
Gallery, Inc.'s executive officer bonus program and other
incentives, cash and equity compensation plans as determined by
the Board of Directors.

In the event that Mr. Levy is terminated, he agrees not to
compete with the Debtors for a period of one year from his
termination.

The Debtors and Mr. Levy have also agreed, notwithstanding
anything to the contrary in the Agreement, that Mr. Levy is not
entitled to the severance benefits upon his termination.

                       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)


NITROMED INC: Plans to Reduce Work Force from 90 to 20 Positions
----------------------------------------------------------------
NitroMed Inc. has implemented a restructuring plan that will
eliminate approximately 70 positions over the next month, reducing
headcount from approximately 90 to 20.  The company anticipates
that headcount may be further reduced over the next several
months.

The company is discontinuing its sales and promotional activities
for BiDil, although the company intends to keep BiDil available
and on the market for patients.

The company estimates that it will record restructuring charges in
a range of approximately $2.5 million to $3.0 million in the first
quarter of 2008.

The company has engaged an investment banking firm, Cowen and
Company, to advise on strategic alternatives.

               Minutes of December 2007 FDA Meeting

NitroMed also said it received minutes of its Dec. 10, 2007
meeting with the U.S. Food and Drug Administration during which
the development plan of an extended release formulation of BiDil
aka BiDil XR, was discussed.

The agency agreed that NitroMed's clinical development plan to
conduct bioequivalence and pharmacodynamic studies comparing an
extended release formulation of BiDil to the current commercial
immediate release formulation of BiDil is acceptable.  The plan
could support FDA approval to commercialize BiDil XR, if
bioequivalence is demonstrated.  The bioequivalence study design
compares the pharmacokinetics of the XR formulation to the
pharmacokinetics of the immediate release formulation.  The
adequacy of the results will ultimately be determined during the
regulatory review period.

BiDil is an orally-administered medicine approved in the United
States for the treatment of heart failure in self-identified black
patients.  BiDil is presently dosed three times daily and the
company is seeking to develop a once-a-day formulation.

                        Management Comments

NitroMed's Chief Executive Officer Kenneth M. Bate said, "We are
very pleased with both the FDA's reaction to our proposed program
for BiDil XR and with the results we achieved in our
pharmacokinetic studies.  We believe that our ability to
successfully advance the goal of commercializing BiDil XR is now
within reach, especially because our successes with formulation
prototypes developed to date suggest bioequivalence may be
demonstrated.

Mr. Bate continued, "We find ourselves at an important strategic
juncture.  We believe that BiDil is promotionally sensitive, and
we have seen new prescriptions for BiDil increase by approximately
8-9% from the third quarter to the fourth quarter in 2007 as we
heightened our marketing efforts and increased our field force.
However, we believe that in order for BiDil to achieve its full
potential, a larger marketing and sales effort than we can
presently generate is required. In addition, NitroMed also faces a
challenging capital market environment.

"Discussions with the FDA were productive and we remain optimistic
about our ability to continue on schedule with our clinical work
on BiDil XR," said Mr. Bate.  "We anticipate that a formulation
could be finalized in 2008, with a goal of initiating pivotal
bioequivalence trials in 2009, and a planned filing of the New
Drug Application in 2010.  In light of the operational
considerations we currently face with regard to both BiDil and
BiDil XR, we retained Cowen and Company to advise us on exploring
strategic options to maximize shareholder value.  Furthermore, in
order to conserve cash, NitroMed is today suspending sales and
marketing activities for BiDil and is implementing a plan to
significantly reduce headcount over the next several months.
NitroMed intends to continue to sell BiDil, but we are maintaining
only essential functions. As part of our ongoing commitment to
patients currently taking BiDil, NitroMed will be working with
distributors and health care providers to ensure the availability
of BiDil."

                      About NitroMed Inc.

Lexington, Massachusetts-based NitroMed Inc. (NASDAQ: NTMD) --
www.nitromed.com/ -- is an emerging pharmaceutical company and the
maker of BiDil(R) (isosorbide dinitrate/hydralazine
hydrochloride), an orally administered medicine available in the
United States for the treatment of heart failure in self-
identified black patients.  BiDil is indicated for the treatment
of heart failure as an adjunct to current standard therapy, to
improve survival, prolong time to hospitalization for heart
failure and improve patient-reported functional status.  There is
little experience in patients with New York Heart Association
class IV heart failure.  Most patients in the clinical trial
supporting effectiveness, referred to as A-HeFT, received, in
addition to BiDil or placebo, a loop diuretic, an angiotensin
converting enzyme inhibitor or an angiotensin II receptor blocker,
and a beta blocker, and many also received a cardiac glycoside or
an aldosterone antagonist.


OCWEN FINANCIAL: Proposed Buy-Out Cues Moody's Rating Reviews
-------------------------------------------------------------
Moody's Investors Service placed all ratings of Ocwen Financial
Corp. (Senior Unsecured Shelf (P)B2) on review with direction
uncertain.  The review was prompted by Ocwen's announcement that
its Board of Directors has received an offer from an investor
group to acquire all of the outstanding common stock of the
company.  The investor group is comprised of Ocwen's current
chairman and CEO and investment funds managed by Oaktree Capital
Management, L.P. and Angelo, Gordon, and Co., L.P.

The review will focus on the proposed acquisition that could
represent a change in the capital structure of the company, if
approved and closed.  Given an initial review of the transaction,
Moody's notes that leverage could decline from its current levels
(as stated in the offer letter); if the transaction is executed,
the credit profile could improve.   However, Moody's review with
direction uncertain is based upon the uncertainty regarding the
final capitalization of the enterprise.  In addition, depending on
the decision by Ocwen's Board, it is possible the company could
receive and evaluate other strategic alternatives.  This brings
added uncertainty to the ultimate capital structure of the
company.

Moody's stated that it will also evaluate the terms and the
structure of the transaction.  Moody's recognizes that there are
"change of control" provisions in the Junior Subordinated
Debentures due 2027 (rated Caa1) that allow the holders of the
securities to require the company to repurchase the debentures.

These ratings were placed on Review with direction uncertain:

Ocwen Financial Corporation

  -- Senior Unsecured Shelf(P)B2
  -- Junior Subordinated Shelf(P)Caa1
  -- Preferred Shelf(P)Caa2

Ocwen Capital Trust I

  -- Backed Preferred StockCaa1

Ocwen Capital Trust II

  -- Backed Preferred Shelf(P)Caa1

Ocwen Financial Corporation is a financial services company with
headquarters in West Palm Beach, Florida.  The company reported
assets of $2.1 billion as of Sept. 30, 2007.


OCWEN FINANCIAL: S&P Ratings Unmoved by Going Private Plan
----------------------------------------------------------
Standard & Poor's Ratings Services said that Ocwen Financial
Corp.'s (B-/Stable/--) plan to take the company private will not
have an impact on the rating or outlook.  In general, S&P views
transactions that remove the scrutiny of public attention and
transparency in disclosure as negative.  Nevertheless, broad
shifts in strategy, like this transaction, are accounted for in
S&P's current rating on OCWEN.  In addition, S&P views OCWEN's
plan to complete the transaction without increasing debt levels as
a positive.


OMI MEDICAL: Files for Chapter 11 Protection in Florida
-------------------------------------------------------
OMI Medical Imaging, Inc., and certain affiliated companies filed
for Chapter 11 protection with the U.S. Bankruptcy Court for the
Southern District of Florida on Jan. 15, 2008.

Since the Deficit Reduction Act reimbursement cuts took effect on
Jan. 1, 2007, the company has been unable to meet certain
financial obligations to its secured lenders.

OMI operates 21 free standing imaging centers, providing MRI and
CT procedures.  The centers are primarily located in Dade, Broward
and Palm Beach counties.

During the bankruptcy proceedings, OMI will maintain normal
business operations for their referring physicians, patients and
employees.  The company will continue to focus its efforts on
providing quality service to its patients.

"We are very optimistic about the future of our business," Chief
Executive Officer Nelson Acosta stated.  "The Chapter 11 filing
will allow us to reorganize and restructure our operations so that
we can fine tune our business and focus on providing the best
possible service to our referring physicians and their patients.  
This is a very positive step to ensure the future viability of our
company in a very challenging time for the medical imaging
industry."

OMI has retained the services of GlassRatner Advisory & Capital
Group, LLC to assist in restructuring its operations during the
Chapter 11 proceeding.  Thomas Santoro, a principal with
GlassRatner, has been named Chief Restructuring Officer and will
work with Mr. Acosta and the existing management team to develop
and execute a plan to emerge from Chapter 11.  Mr. Santoro has
extensive experience leading companies through reorganizations and
has held senior executive positions with several healthcare
companies that successfully dealt with financial and operational
challenges. OMI's legal advisors are Shutts & Bowen, LLP.

                    About OMI Medical Imaging

OMI Medical Imaging provides MRI and CT diagnostic services in
Florida, with 21 convenient outpatient facilities.  OMI operates
nine open MRI units, eight high-field, short bore units and four
CT units.  OMI makes MRI and CT available and comfortable for all
patients.


PACIFIC LUMBER: BoNY Asks Court to Appoint Chapter 11 Trustee
-------------------------------------------------------------
Pursuant to Section 1104 of the Bankruptcy Code, the Bank of New
York Trust Company N.A., as Indenture Trustee for the Timber
Notes, asks the United States Bankruptcy Court for the Southern
District of Texas to appoint a Chapter 11 trustee in The
Pacific Lumber Company/Scotia Pacific Company LLC and its debtor-
affiliates' bankruptcy proceedings.

On the Indenture Trustee's behalf, Toby L. Gerber, Esq., at
Fulbright and Jaworski L.L.P., in Houston, Texas, contends that
from the outset of the Debtors' jointly administered case, the
officers and directors of Scopac have repeatedly violated the
fundamental duties of a debtor-in-possession.

Mr. Gerber asserts that the persons entrusted with managing the
business and financial affairs of Scopac have abdicated their
independent control of Scopac, have failed to preserve the
corporate independence of Scopac, and have engaged in financial
and business activities which have caused substantial harm to the
Scopac estate and its creditors.

While management was violating its duties as a debtor-in-
possession, the Scopac officers and directors repeatedly assured
the Court that Scopac was financially sound; had sufficient
liquidity to last well into 2008; and could and would promptly
propose a confirmable plan of reorganization, Mr. Gerber points
out.

"We now know that those assurances were false," Mr. Gerber
contends.

Instead of fostering the financial rehabilitation of Scopac, Mr.
Gerber notes, Scopac's management instead sought to transfer
value to the Pacific Lumber Company, seriously jeopardized
Scopac's ability to survive as a going concern.    

Mr. Gerber further notes that in acquiescing to MAXXAM and PALCO-
imposed business practices, Scopac's management:

   (a) permitted PALCO to breach the contractual relationship
       between PALCO and Scopac;

   (b) depleted much of Scopac's working capital;

   (c) deprived Scopac of cash from the immediate sale of
       harvested logs;

   (d) shifted from PALCO to Scopac the risk of maintaining the
       inventory of logs;

   (e) caused the loss of the additional growth, and, thus, the
       additional value, of trees harvested long before PALCO
       bought them; and

   (f) bound Scopac to make an involuntary, non-interest bearing
       DIP loan to PALCO.

The liquidity problems caused by Scopac's management, Mr. Gerber
tells the Court, are evidenced by Scopac's most recent budget
which shows that by the end of March 2008, Scopac will be nearly
$7,000,000 short of the cash position its Vice President of
Finance & Administration and Chief Financial Officer projected
only three months ago.  Moreover, he adds, from September 2007
through December 2007, Scopac burned through the $8,100,000 of
cash collateral it had on hand.  Even Scopac's management's
recent projections indicate that the company will have depleted
its Scheduled Amortization Reserve Account by as much as
$3,900,000 in mid-March 2008.

Scopac now claims to need postpetition financing to meet its
administrative obligations, Mr. Gerber notes.  In addition,
Scopac's management has disclosed it will need to pay Bank of
America, a lender with comprehensive knowledge of Scopac's
financial condition, $150,000 merely to consider making a new
loan -- thus for all intents and purposes admitting that Scopac
may be administratively insolvent as a result of management's
actions, he points out.

For these reasons, the Indenture Trustee believes that the
appointment of a Chapter 11 Trustee is necessary.

"Until independent management is installed, Scopac will continue
to intentionally transfer value to PALCO thereby sustaining
unnecessary and substantial losses, and its ability to
successfully reorganize will be severely prejudiced," Mr. Gerber
asserts.

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors filed their Joint Plan of
Reorganization on Sept. 30, 2007, which was amended on Dec. 20,
2007.  The Debtors' exclusive plan filing period expires on
Feb. 29, 2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
41, http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Court Okays Terms of Log Purchase Pact with MAXXAM
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has  
approved the terms of a log/lumber purchase agreement
between the Pacific Lumber Company and MAXXAM, under which PALCO
agrees to sell, and MAXXAM agrees to purchase, redwood logs.

The Hon. Richard S. Schmidt held that once the the Purchase
Agreement is consummated, the Parties will be entitled to the full
protections of the Court's Approval Order, regardless of whether
the Order is later stayed, modified or vacated, and regardless of
whether PALCO's request is later approved on a final basis.

                   Indenture Trustee Objects

The Bank of New York Trust Company, N.A., as Indenture Trustee
for the Timber Notes, has an approximately $900,000,000 secured
claim against Scotia Pacific Company LLC, Zack A. Clement, Esq.,
at Fulbright and Jaworski L.L.P., in Houston, Texas, states.

The logs and lumber which are the subject of the proposed sales
from PALCO to MAXXAM were acquired by PALCO from Scopac.  From
time to time PALCO remains obligated to Scopac for unpaid logs
and lumber.  In fact, pursuant to agreements with Scopac, PALCO
has ongoing obligations to cut Scopac's timber at PALCO's
expense, and to buy timber from Scopac at least at SBE prices.

Thus, the Indenture Trustee objects to any sale of the redwood
logs to MAXXAM until PALCO provides sufficient evidence that
Scopac has been fully paid for the property being transferred to
MAXXAM.  The Indenture Trustee says it is also concerned as to
whether PALCO is financially viable enough to carry out its
continuing contractual duties.

The Indenture Trustee notes that PALCO is proposing to sell logs
to its parent, MAXXAM, at a time when log prices are extremely
low, raising the need for substantial scrutiny of the nature of
the proposed transaction, and the proposed use of the funds.

Moreover, PALCO's principal secured creditor, Marathon Structured
Finance Fund L.P., will not extend any more credit to PALCO, Mr.
Clement tells the Court.  "As a result, PALCO apparently has no
other access to cash and now proposes these sales, which appear
to be not true sales at all, but rather a disguised financing
that Marathon is apparently willing to tolerate," he says.

If, as it appears, MAXXAM is attempting to provide PALCO with
funding for a confirmation dispute to assert an equity interest
in Scopac, MAXXAM should be required to provide the funding as an
equity contribution, not as an asset sale, Mr. Clement asserts.

For these reasons, the Indenture Trustee asks the Court to:

   (a) require PALCO to provide it with proper and timely written
       notice of all future sales under the Purchase Agreement;

   (b) require PALCO to substantiate that Scopac has been paid in
       full for any assets being transferred to MAXXAM;

   (c) provide that the Indenture Trustee has a right to be heard
       and to object to any future sales to MAXXAM; and

   (d) require PALCO to disclose the intended use of the funds
       before permitting any sale.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth
& Holzer, P.C., in Corpus Christi, Texas, said that to provide
liquidity to PALCO as needed, MAXXAM agreed, but it is not
obligated, to purchase Redwood logs and lumber from PALCO at
prevailing market prices.  

The MAXXAM Log Purchase Agreement also provides for PALCO's
repurchase rights, Mr. Holzer noted.  Under the Agreement, MAXXAM
grants PALCO the exclusive right to repurchase some or all of the
Redwood Logs, at the same price, for a period of 60 days after
closing of a particular sale.  At the end of a Call Period for a
particular sale, MAXXAM is entitled to sell the items into the
market, but must first offer them to PALCO.  In the event PALCO
declines the repurchase and MAXXAM closes a sale to the market,
MAXXAM must remit any net profit received on that sale to PALCO
within five days of the end of the transaction.  However, in the
event the sale by MAXXAM result in a loss to MAXXAM, MAXXAM bears
the loss.  Thus, MAXXAM will make no profit on any purchase from
PALCO under the Purchase Agreement.

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors filed their Joint Plan of
Reorganization on Sept. 30, 2007, which was amended on Dec. 20,
2007.  The Debtors' exclusive plan filing period expires on
Feb. 29, 2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
41, http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Wants to Sell Scotia School & Recreation Center
---------------------------------------------------------------
The Pacific Lumber Company asks the U.S. Bankruptcy Court for the
Southern District of Texas for permission to sell the Stanwood A.
Murphy Elementary School, recreation center building and its
related facilities to Scotia USD, free and clear of all liens,
claims, encumbrances and interests.

Since the 1880s, the Pacific Lumber Company has owned and
operated the town of Scotia, California.  It has 274 homes, all
of which are owned by PALCO and rented principally to current and
former PALCO employees.

The School Facilities and Scotia Recreation Center Facilities
constitute approximately 5.86 acres of real property in Humboldt
County, California, which is leased by the Scotia Union School
District since its construction 30 years ago, for an annual fee of
$1.

The School Facilities remain leased by Scotia USD under the same
lease terms, but the Scotia Recreation Center Facilities is now
leased to Body Works Fitness.  

The Body Works Lease includes conditions of use for Scotia USD,
and will terminate on the earliest of Dec. 31, 2008, or the
date of any sale of the property.  Additionally, the Body Works
Lease requires that Body Works bear all costs to operate and
maintain the Scotia Recreation Center Facilities in exchange for
relief from rent.  This arrangement eliminates an operating loss
of approximately $6,000 per month previously incurred by PALCO.

Kevin J. Franta, Esq., at Jordan, Hyden, Womble, Culbreth, &
Holzer, P.C., in Corpus Christi, Texas, relates that Scotia USD
has proposed to buy the Property.  However, with very few
financial resources, Scotia USD has to obtain funding from the
Office of Public School Construction, an agency within the State
of California whose purpose is usually to fund new construction
or modernize existing schools.  OPSC though has never funded the
purchase of existing facilities.

"The unique use of the real property as a school limits the
number of interested buyers," Mr. Franta admits.  "Realistically,
Scotia USD is PALCO's only buyer."

PALCO says that it worked diligently with its advisors and Scotia
USD, from April through October 2007, to ensure that the state of
California's various funding application requirements were met.  
If Scotia USD's application for school district funding is
approved by the Court, the sale transaction will probably happen
sometime in April 2008, according to Mr. Franta.

Mr. Franta discloses that the purchase price for the Property is
is expected to be no less than $3,130,000 -- the amount of the
maximum funding available from the relevant state agencies for
the purchase of the School Facilities and Recreation Center
Facilities.

Mr. Franta informs the Hon. Richard S. Schmidt that the Scotia
Recreation Center Facilities are not in compliance with
California's Field Act, which governs the planning, design, and
construction of California public school facilities.  "It is
believed that the State of California will not fund payment for a
structure that is not Field Act compliant.  Therefore, as it
relates to the  Property, it is believed that California will only
fund the lesser of the agreed purchase price or the appraised
values of the School Facilities -- real property and improvements
-- and the Scotia Recreation Center -- real property only."

The Property has been appraised as having an aggregate fair
market value of $4,651,429.  The $3,130,000 Purchase Price
reflects the potential ineligibility of the acquisition of the
Scotia Recreation Center Facilities' improvements for State
funding due to California's Field Act criteria, Mr. Franta
relates.

Both parties have agreed to use their best efforts to work with
the relevant state agencies funding the transaction to realize
the maximum additional funding possible for the acquisition of
the Scotia Recreation Center Facilities.

Once the site acquisition funding takes place, PALCO will no
longer be liable for any other outstanding issues related to the
Property, including any additional improvements and modernization
Scotia USD may be required to undertake to meet California state
regulations.

                      About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors filed their Joint Plan of
Reorganization on Sept. 30, 2007, which was amended on Dec. 20,
2007.  The Debtors' exclusive plan filing period expires on
Feb. 29, 2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No.
41, http://bankrupt.com/newsstand/or 215/945-7000).


PAETEC HOLDING: Moody's Maintains B2 Corporate Family Rating
------------------------------------------------------------
Moody's upgraded PAETEC Holding Corp.'s speculative grade
liquidity rating to SGL-1 from SGL-2, and affirmed the B2
corporate family rating and the positive outlook, following the
announcement that the Company will exercise an accordion option in
its credit agreement for up to $125 million.  As a result of the
upsize, the ratings on the senior secured facilities were
downgraded to B1 -- LGD3 -- 33%, due to the larger proportion of
first lien senior secured debt in the capital structure.

The proceeds of the additional borrowings will be used for general
corporate purposes, most likely to tender for the
$104 million McLeod senior secured notes, and replenish the cash
balances following the closing of the $25 million acquisition of
Allworx Corp.  The ratings outlook remains positive due to the
immediate deleveraging as a result of the McLeod transaction,
coupled with the enhancement of the national footprint, the
acquisition of significant fiber-rich facilities, and the
potential for EBITDA growth driven by merger synergies, leading to
further free cash flow growth.

Moody's has taken these rating actions:

Issuer: PAETEC Holding Corp.

  -- Speculative Grade Liquidity: Upgraded to SGL1

  -- Corporate Family Rating: Affirmed B2

  -- Probability-of-Default Rating: Affirmed B2

  -- Senior Secured Revolving Credit Facility, due 2012:
     Downgraded to B1 from Ba3 (LGD changed to LGD3 - 33% from
     LGD3 - 31%)

  -- Senior Secured Term Loan, due 2013: Downgraded to B1
     from Ba3 (LGD changed to LGD3 - 33% from LGD3 - 31%)

  -- Senior Unsecured Notes, due 2015: Affirmed Caa1 (LGD
     changed to LGD5 - 86% from LGD5 - 84%)

  -- Outlook: Positive

The SGL-1 rating reflects PAETEC's very good liquidity over the
coming 12 months as Moody's expects the company to meet its
obligations through internal sources consisting of cash-on-hand
and cash flow from operations.  Pro forma for the add-on
financing, PAETEC will retain about $120 million of unrestricted
cash, which Moody's projects will grow to about $150 million at 4Q
2008.

Moody's expects PAETEC to generate $190 million in cash flow from
operations over the next four quarters; however, increased debt
service and capital investments of $145 million (roughly 12% to
14% of its revenues) to grow its business and integrate McLeod
will erode much of the Company's free cash flow generating
capacity.  Nevertheless, Moody's projects the Company to generate
nearly $45 million in free cash flow over the next four quarters,
and combined with the ample cash balances and full access to the
$50 million revolving credit facility, PAETEC should have very
good liquidity.  However, PAETEC's SGL-1 liquidity rating could
come under pressure if the Company were to announce material share
repurchases or dividends, or fund future acquisitions using
available liquidity.

PAETEC's credit facilities contain a total leverage covenant at
5.0x trailing twelve months' consolidated cash flow, under which
the Company is expected to have ample cushion.

With the acquisition of McLeod, PAETEC will add a cluster of
discrete assets, including colocations, fiber and switches, which
can be sold to raise cash without disrupting its core operations,
as McLeod has large network assets that remain underutilized.

PAETEC, headquartered in Fairport, New York, and McLeod,
headquartered in Hiawatha, Iowa, are competitive local exchange
carriers.  Pro forma for the merger, the combined company will
generate revenue of over $1.6 billion.


PHH MORTGAGE: Fitch Rates Series 2006-2 Class B-5 Certs. at B
-------------------------------------------------------------
Fitch Ratings has taken rating actions on these PHH Mortgage
Corporation mortgage pass-through certificates:

Series 1994-1
  -- Class M15 affirmed at 'AA';
  -- Class R30 affirmed at 'AA'.

Series 2005-2
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Series 2005-3
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Series 2005-4
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Series 2005-5
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Series 2005-6
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Series 2006-1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Series 2006-2
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 rated 'B', placed on Rating Watch Negative.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $899.44
million in outstanding certificates.  In addition, approximately
$303,124 is placed on Rating Watch Negative.

The pool factors range from approximately 1% to 90%, and the
transactions are seasoned in a range of 18 months and 167 months.  
The amount of loans in the 60+ buckets range from approximately 0%
to 0.29%, and cumulative losses range from 0% to 0.09%.


PIONEER NATURAL: Prices $440MM Offering of Conv. Senior Notes
-------------------------------------------------------------
Pioneer Natural Resources Company has priced an offering of
$440 million aggregate principal amount of convertible senior
notes due 2038 pursuant to a registration statement filed with the
Securities and Exchange Commission.  In addition, Pioneer has
granted the underwriters a 13-day option to purchase up to an
additional $60 million of the convertible notes solely to cover
over-allotments.

The notes will be convertible, under certain circumstances, using
a net share settlement process, into a combination of cash and
Pioneer common stock pursuant to a formula.  The initial base
conversion price is approximately $72.60, subject to adjustment in
certain circumstances, which is equivalent to an initial base
conversion rate of 13.7741 common shares per $1,000 principal
amount of convertible notes.

In general, upon conversion of a note, the holder of such note
will receive cash equal to the principal amount of the note and
Pioneer common stock for the note's conversion value in excess of
such principal amount.  

If at the time of conversion the applicable price of Pioneer's
common stock exceeds the base conversion price, holders will
receive up to an additional 8.9532 shares of Pioneer common stock
per $1,000 principal amount of notes.

The notes will bear interest at a rate of 2.875% per annum,
subject to reduction in certain circumstances as set forth in the
indenture for the notes.  The notes will mature on Jan. 15, 2038,
and may not be redeemed by Pioneer prior to Jan. 15, 2013, after
which they may be redeemed at 100% of the principal amount plus
accrued interest.

Holders of the convertible notes may require Pioneer to repurchase
some or all of their convertible notes for cash on Jan. 15, 2013,
2018, 2023, 2028 and 2033, or in the event of certain change of
control transactions, at 100% of the principal amount plus accrued
interest.  The notes will be senior unsecured obligations of
Pioneer.

The offering is expected to close on Jan. 22, 2008, subject to
customary closing conditions.  Pioneer plans to use the net
proceeds to repay a portion of its outstanding bank debt.

Credit Suisse Securities (USA) LLC and UBS Securities LLC were
Joint Book-Running Managers for the offering.  A copy of the
prospectus and prospectus supplement may be obtained from the
offices of:

     Credit Suisse Securities (USA) LLC
     Prospectus Department
     One Madison Avenue
     New York, NY 10010
     Tel 1-800-221-1037

           or

     UBS Securities LLC
     Prospectus Department
     29th Floor, 299 Park Avenue  
     New York, NY 10071
     Tel (212) 821-3000

           About Pioneer Natural Resources Company

Based in Irving, Texas, Pioneer Natural Resources Company
(NYSE:PXD) -- http://www.pxd.com/-- is an oil and gas exploration  
and production company with operations in the United States,
Canada, Equatorial Guinea, Nigeria, South Africa and Tunisia.  It
explores, develops and produces oil, natural gas liquid and gas
reserves.  Its asset base is anchored by the spraberry oil field
located in west Texas, the hugoton gas field located in southwest
Kansas, the raton gas field located in southern Colorado and the
west Panhandle gas field located in the Texas panhandle.  The
company has exploration and development opportunities and/or oil
and gas production activities in the Gulf of Mexico, the onshore
Gulf Coast area and Alaska, and internationally in Canada,
Equatorial Guinea, Nigeria, South Africa and Tunisia.


PIONEER NATURAL: S&P Puts BB+ Rating on Proposed $400MM Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to the proposed $400 million convertible senior
notes offering of Pioneer Natural Resources Co. (BB+/Stable/--).  
The proposed notes will mature in 2038, and have call and put
features beginning in 2013.  The company will use proceeds to
repay borrowings under its bank facility.  As of Sept. 30, 2007,
Irving, Texas-based Pioneer had $2.7 billion of debt outstanding.
      
"The ratings on Pioneer are based on a satisfactory business risk
profile incorporating participation in the exploration and
production sector of the oil and gas industry, coupled with an
aggressive financial risk profile," said Standard & Poor's credit
analyst Ben Tsocanos.
   
                           Ratings List

                  Pioneer Natural Resources Co.

Corporate credit rating               BB+/Stable/--

                            New Rating

$400 million convertible senior notes   BB+


PNM RESOURCES: Moody's Puts Ratings Under Review & May Downgrade
----------------------------------------------------------------
Moody's Investors Service placed the long-term and short-term
ratings of PNM Resources, Inc. (PNMR: Baa3 senior unsecured, P-3
commercial paper) and its subsidiary Public Service Company of New
Mexico (PSNM: Baa2 senior unsecured, P-2 commercial paper) under
review for possible downgrade.  The ratings of PNMR's Texas
transmission and distribution utility, Texas-New Mexico Power
(TNMP: Baa3 senior unsecured), are affirmed and the outlook
remains negative.

The review follows PNMR's announcement that it has entered into
agreements to sell its local gas distribution business in New
Mexico for $620 million, and to buy Cap Rock Holdings Corporation
and its subsidiary Cap Rock Energy, a Texas electric transmission
and distribution utility, for $202.5 million.  The review is
prompted by the financial profiles of the companies which remain
weak for their rating categories and Moody's opinion that credit
metrics are not likely to return to levels commensurate with the
ratings over the near-to-medium term.

Over the longer term, Moody's views PNMR's plan to exit its gas
business and to increase its exposure to the regulated electric
utility sector as generally having no material impact on its
business risk profile, or, based on management's projections, its
financial metrics.  Nevertheless, in the near-to-medium term
Moody's expects this proposed divestiture and acquisition will
further prolong the weakened financial conditions of the companies
as anticipated debt repayment at PSNM is delayed, and consolidated
debt levels are generally maintained.  Moody's also note that, in
general, the implementation of any type of regulated business
combination/separation strategy can result in unanticipated costs
and/or delays which could impact the longer term prospects of the
transaction.  As a result, Moody's believes any potential
improvement in financial credit metrics will likely be further
delayed.  The potential for financial stability remains, to a
significant extent, dependent on a favorable outcome in PSNM's
pending electric rate case, which has also been delayed.  Moody's
notes that there is currently a very large disparity between the
company's requested 14% increase along with the implementation of
a recovery mechanism for increases in the cost of fuel and
purchased power, and the commission staff's recommended 2%
increase without any fuel cost recovery mechanism.

PNMR and PSNM's cash flow credit metrics have continued to be
depressed for some time.  Although PNMR has reduced its
consolidated debt level by approximately $250 million since June
2006, cash flow coverage remains weak.  As of Sept. 30, 2007, the
ratio of twelve month trailing cash from operations before changes
in working capital, including Moody's standard adjustments (CFO-
pre WC) to adjusted debt was approximately 12% at both PNMR and
PSNM.  These metrics are below the range of 13-25% outlined in
Moody's Rating Methodology for Global Regulated Electric Utilities
for Baa rated utility companies within the medium risk category.

The companies have been challenged by increased costs for fuel,
operations and maintenance and higher capital expenditures while
continuing to operate in a fixed rate environment.  In addition,
below expectations performance at PSNM's core base load facilities
has contributed to higher operating costs and increased the
utility's costs for fuel and purchased power.   Most recently,
cash flows have also been depressed by weather conditions and
lower earnings at First Choice, PNMR's unregulated Texas retail
energy provider.  While it is possible credit metrics may improve
over time, any improvement is dependent on a number of factors
including, a favorable outcome in PSNM's pending electric rate,
improved operating performance, effective expense management
and/or a material reduction in debt.

The review will consider the ultimate outcome of PSNM's pending
electric rate case, as well as prospects for improved operating
performance, progress on its ongoing cost reduction efforts as
well as PNMR's intended use of proceeds from the sale of the gas
business, and its plans for financing future capital expenditures.  
Any downgrade occurring as a result of the review would likely not
be for more than one rating notch.

The negative outlook at TNMP reflects its currently weak financial
metrics and its position as subsidiary on PNMR.  As of Sept. 30,
2007, TNMP's ratio of CFO-pre WC to adjusted debt was
approximately 6%.  This ratio is impacted by a one time payment
related to retail competition that occurred in the fourth quarter
of 2006.

Headquartered in Albuquerque, New Mexico, PNMR is a holding
company which has as its primary subsidiaries, PSNM, TNMP, and
First Choice Power, a Texas retail energy provider.  PNMR also
owns a 50% interest in EnergyCo, LLC a joint venture through which
PNMR conducts unregulated energy operations in the Southwest.

Ratings on Review for Possible Downgrade:

Issuer: PNM Resources, Inc.

  -- Senior Unsecured Bank Credit Facility, currently Baa3

  -- Senior Unsecured Conv./Exch. Bond/Debenture, currently
     Baa3

  -- Multiple Seniority Shelf: Senior Unsecured currently (P)
     Baa3, Preferred Stock currently (P) Ba2

  -- Commercial Paper, currently P-3

Issuer: Public Service Company of New Mexico

  -- Issuer Rating, currently Baa2
  -- Senior Unsecured Bank Credit Facility, currently Baa2
  -- Senior Unsecured Regular Bond/Debenture, currently Baa2
  -- Senior Unsecured Shelf, currently (P) Baa2
  -- Preferred Stock, currently Ba1
  -- Commercial Paper, currently P-2

Outlook Actions:

Issuer: PNM Resources, Inc.

  -- Outlook, Changed To Rating Under Review From Negative

Issuer: Public Service Company of New Mexico

  -- Outlook, Changed To Rating Under Review From Negative


REGENCY ENERGY: Moody's Keeps Ba3 Rating After $655MM CDM Deal
--------------------------------------------------------------
Moody's Investors Service confirmed Regency Energy Partners LP
ratings (Ba3 Corporate Family Rating).  The rating action ends a
review for possible downgrade initiated on Dec. 13, 2007 following
Regency's announcement that it had agreed to acquire CDM Resource
Management, Ltd. for $655 million, subject to working capital
adjustments, and which followed an earlier announcement by the
company that it would acquire FrontStreet Hugoton LLC from its
general partner sponsor GE Energy Financial Services for $139
million.  The rating outlook is negative.

The ratings confirmation is based on the expectation that Regency
will reduce its financial leverage (as measured by debt/EBITDA)
over the near term, in line with Regency's intention to maintain
credit-supportive financial policies.   Since GE acquired a
controlling stake in Regency's general partner sponsor and about a
third of its LP units in June of 2007, Regency has stated a goal
of attaining investment-grade status over the next few years and
has indicated that it intends to follow appropriate financial
policies to that end.

The negative outlook reflects a degree of execution risk in order
for Regency to successfully reduce leverage to a range more
consistent with a Ba3 CFR, as well as integrate and realize
expected earnings from its acquisitions, namely CDM. Inability to
reduce debt/EBITDA to less than 4x over the near term could result
in a ratings downgrade.  In addition, per Moody's Loss Given
Default rating methodology, Regency's B1 rated senior unsecured
notes could face negative ratings pressure if revolver
outstandings are not materially reduced over the near-term.  
Stabilization of the rating outlook is dependent upon Regency
achieving sustained debt/EBITDA meaningfully below 4x.

The CDM acquisition was primarily debt financed (68%) and
represents Regency's largest acquisition to date.  With a purchase
price of 18x annualized EBITDA for the nine months ending Sept.
30, 2007, CDM appears fully valued.  Moody's notes the annualized
trailing EBITDA is reduced by $3 million in operating lease
expenses that will be retired at closing.  The CDM acquisition is
expected to close Jan. 16, 2008.  Regency's acquisition of
FrontStreet, which closed on Jan. 7, 2008, was financed with about
$127 million of LP units issued to GE and about $9 million in
debt.  On a pro forma basis, Regency's debt/EBITDA is over 4x for
the LTM period ended Sept. 30, 2007.   Regency should have an
adequate level of liquidity. The company upsized its credit
facility to $750 million from $500 million to finance the
acquisitions and expects to further increase the facility size
over the near-term.

While the CDM acquisition represents an expansion of Regency's
strategic parameters into the highly competitive, capital
intensive natural gas compression services business, the
acquisition does reduce Regency's overall direct exposure to
commodity price risk.  CDM is expected to account for
approximately 30% of Regency's gross margin, and approximately 80%
of CDM's revenues in the first nine months of 2007 were generated
under turnkey contracts.  Under CDM's turnkey contracts, fees are
paid based on a guaranteed level of mechanical availability as
opposed to volume levels, which can provide a degree of relative
earnings durability, assuming effective management of costs and
operations.  Natural gas compression services are more tied to the
production cycle than the highly price sensitive drilling cycle.  
While the North American conventional natural gas production
market is mature, there has been growth in the development of
unconventional reserves of natural gas.  CDM should benefit from
both its focus on field-wide compression services and its presence
in the Barnett and Fayetteville shales, notwithstanding a
prolonged commodity price downturn.  Regency expects to realize
cost savings on its own compression fleet as a result of the CDM
acquisition, as well as potential growth opportunities in
producing basins where Regency does not currently have operations.

Over the last several years, CDM has undertaken a substantial
capital investment program in order to expand its horsepower
capacity, spending around $100 million a year over the last three
years.  CDM's capital budget for 2008 is expected to be about $119
million, with the bulk of the new units targeted for the Barnett
and Fayetteville shales.  While the company's horsepower capacity
has grown significantly as a result, with about 567,000 in
horsepower capacity at year-end 2007 and 741,671 of horsepower
expected by year-end 2008, the large spending program entails
execution risk and the inability for CDM to maintain high
utilization rates on its new equipment could result in lower than
expected earnings.

FrontStreet, which represents an expansion of Regency's core gas
gathering and processing business, owns a BP operated natural gas
gathering system in Kansas.  Under a life of field contract,
FrontStreet receives a tariff payment from BP based on the costs
of service plus a predetermined equity return.  The potential for
GE to drop down FrontStreet had been factored into Moody's upgrade
of Regency's ratings in September 2007.   Based on the
acquisition's modest size, the high proportion of equity
financing, and the relative stability of its cash flows, the
transaction is, by itself, ratings neutral.

The ratings confirmation strongly factors in GE's ownership, as
Regency's recent historical results are still of the single-B
quality.  The company reported net losses in each of the last
three quarters, generating very modest net earnings after
adjusting for unusual items, and its most recent quarterly results
were below expectations.  Furthermore, Regency's operating record
is short and the performance of its acquisitions and organic
investments has yet to be proven.

Moody's notes that Regency's track record under GE's sponsorship
remains limited and Regency's future growth and business mix under
GE's sponsorship will likely continue to evolve.  Regency has
shown a greater willingness than some of its midstream peers to
make a series of significant changes in rapid succession, and the
CDM acquisition is a testament to this.  The potential for more
event risk in the near future is raised by Regency's MLP model and
GE's interest in using Regency as its primary vehicle for its
energy investments.  The CDM acquisition indicates a willingness
to make much larger acquisitions with GE's backing in the energy
sector, potentially in areas outside the company's historical
gathering, processing and transport focus.  Nevertheless, it is
Moody's understanding that GE intends to have a longer investment
horizon than Regency's past sponsors and that Regency's financial
policies are targeted toward achieving investment-grade status.  
The ratings also consider GE's longstanding interest in the energy
industry.  Two positive signals to date include Regency's $354
million net equity issuance in July 2007, proceeds of which were
used to reduce debt, and the high degree of equity financing used
in the first dropdown from GE, FrontStreet.

The full list of ratings affected are:

Downgrades:

Issuer: Regency Energy Partners LP

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to 81
     - LGD5 from 79 - LGD5

Outlook Actions:

Issuer: Regency Energy Partners LP

  -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

Issuer: Regency Energy Partners LP

  -- Probability of Default Rating, Confirmed at Ba3
  -- Speculative Grade Liquidity Rating, Confirmed at SGL-3
  -- Corporate Family Rating, Confirmed at Ba3
  -- Senior Unsecured Regular Bond/Debenture, Confirmed at B1

Headquartered in Dallas, Texas, Regency Energy Partners LP is a
publicly traded master limited partnership engaged in natural gas
gathering, processing, and transportation.


RIVER ROCK: Wants to Hire Shuford Hunter as General Bankr. Counsel
------------------------------------------------------------------
River Rock Cottages, LLC asks permission from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ
Shuford, Hunter & Brown, P.A. as its bankruptcy counsel.

The Debtor says that it requires immediate legal advice concerning
its rights, duties, and obligations concerning the Chapter 11
case.  Documents submitted to the Court did not disclose the
firm's specific legal services to be rendered to the Debtor.

Burton Shuford, Esq., at Shuford Hunter, tells the Court that the
firm's professionals bill:

      Designation                    Hourly Rate
      -----------                    -----------
      Partners                          $275
      Associates                        $200
      Paraprofessionals                 $125

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

Mr. Shuford can be contacted at:

      Burton Shuford, Esq.
      Shuford, Hunter & Brown, P.A.
      301 South McDowell Street, Suite 1012
      Charlotte, NC  28204
      Tel: (704) 377-0280
      Fax: (704) 377-8666
      http://www.shblawyers.com/

Based in Charlotte, North Carolina, River Rock Cottages, LLC filed
for Chapter 11 protection on Dec. 27, 2007 (Bankr. W.D. N.C. Case
No. 07-32532).  A. Burton Shuford, Esq., at Shuford Hunter & Brown
P.A., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $13, 216,707, and total liabilities of $3,333,153.


RIVER ROCK: Section 341(a) Meeting Scheduled for January 30
-----------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of River Rock
Cottages, LLC's creditors on Jan. 30, 2008, at 2:00 p.m., at the
3-Charlotte First Meeting Room, 402 West Trade Street, Suite 200
in Charlotte, North Carolina.

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 Charlotte, North Carolina, River Rock Cottages, LLC filed
for Chapter 11 protection on Dec. 27, 2007 (Bankr. W.D. N.C. Case
No. 07-32532).  A. Burton Shuford, Esq., at Shuford Hunter & Brown
P.A., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $13, 216,707, and total liabilities of $3,333,153.


QUEBECOR WORLD: Accepts CDN$400 Mil. Rescue Financing Proposal
--------------------------------------------------------------
Quebecor World Inc. has accepted a CDN$400 million rescue
financing proposal submitted jointly by Quebecor Inc. and Tricap
Partners Ltd., a private equity fund managed by Brookfield Asset
Management Inc.

After a careful review of the proposal, a special committee
composed of the independent directors of Quebecor World has
concluded that accepting the proposal is in the best interests of
the company and its stakeholders.

The proposal contemplates an interim financing facility of
CDN$200 million, which will be made available to the company in
accordance with its cash flow needs, subject to receipt or waiver
on Jan. 16, 2008, of the required consents and certain other
agreements of the company's lenders and the sponsors of its
securitization programs.  There is no assurance all the consents
and approvals will be received on a timely basis.

The rescue proposal further contemplates that on or prior to
March 31, 2008, the CDN$200 million interim facility will be
replaced by a recapitalization plan comprised of an aggregate
CDN$400 million issuance of Senior Secured Notes due 2012 to
Quebecor Inc. and Tricap Partners well as the issuance to Quebecor
Inc. and Tricap Partners of a number of the company's subordinate
voting shares representing 75% of the aggregate equity of Quebecor
World on a fully diluted basis, assuming the proposed conversion
of all outstanding preferred shares into subordinate voting
shares.

Completion of the recapitalization plan is subject to a number of
conditions, including, but not limited to, the approval of the
financing plan by holders of certain debt securities issued by
Quebecor World, the conversion of all Series 5 preferred shares
and Series 3 preferred shares into subordinate voting shares and
receipt of all required regulatory and other approvals and
settlement of definitive documentation.

In addition, the rescue proposal specifically contemplates that
the consent of the holders of the company's debt securities
maturing in 2008, 2013 and 2027 must be obtained and Quebecor Inc.
and Tricap Partners have informed Quebecor World that they intend
to commence discussions with these holders immediately.

As the transaction involves a related party, namely Quebecor Inc.,
and the aggregate number of subordinate voting shares issuable in
connection with the recapitalization plan will exceed the maximum
number of securities issuable without security holder approval
under the rules of the Toronto Stock Exchange, Quebecor World
intends to rely on an exemption from the security holder approval
requirements and formal valuation requirements provided for under
applicable securities laws and the rules of the TSX on the basis
of the company's financial situation.

Upon the recommendation of the special committee of independent
directors, who are free from any interest in the transactions and
are unrelated to any of the parties involved in the transactions,
the board of directors of Quebecor World has made the required
determination based on Quebecor World's financial situation, that
the transactions are designed to improve its financial situation
and are reasonable in the circumstances, and it has authorized
Quebecor World to make the necessary applications to the TSX in
order to benefit from such exemption and to list the shares
issuable to Quebecor Inc. and Tricap Partners.

Quebecor World also disclosed today that in connection with the
waivers obtained from its banking syndicate and the sponsors of
its North American securitization program disclosed on Dec. 31,
2007, it has requested a further waiver from such lenders and
sponsors extending to Jan. 21, 2008, the date by which it must
obtain $125 million of new financing.

                    About Quebecor World Inc.

Headquartered in Montreal, Quebec, Quebecor World Inc. (TSX:
IQW)(NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides
market solutions, including marketing and advertising activities,
well as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other printed
media.  It has 127 printing and related facilities located in
North America, Europe, Latin America and Asia.  In the United
States, it has 82 facilities in 30 states, and is engaged in the
printing of books, magazines, directories, retail inserts,
catalogs and direct mail.  In Canada it has 17 facilities in five
provinces, through which it offers a mix of printed products and
related value-added services to the Canadian market and
internationally.  The company is an independent commercial printer
in Europe with 19 facilities, operating in Austria, Belgium,
Finland, France, Spain, Sweden, Switzerland and the United
Kingdom. In March 2007, it sold its facility in Lille, France.  
Quebecor World (USA) Inc. is its wholly owned subsidiary.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 29, 2007,
Standard & Poor's Ratings Services lowered its preferred stock
rating on Quebecor World Inc. two notches to 'C' from 'CCC-'.  The
company's other ratings, including the 'B-' long-term corporate
credit rating, remain unchanged.  All ratings are on CreditWatch
with negative implications, where they were initially placed
Aug. 9, 2007.


SCAN INTERNATIONAL: Taps Whiteford Taylor as Bankruptcy Counsel
---------------------------------------------------------------
Scan International, Inc. asks permission from the U.S. Bankruptcy
Court for the District of Maryland to employ Whiteford, Taylor &
Preston LLP, as its bankruptcy counsel.

Whiteford Taylor will:

   a) provide the Debtor legal advice with respect to its powers
      and duties as a debtor-in-possession and in the operation of
      its business and management of its property;

   b) represent the Debtor in defense of any proceedings
      instituted to reclaim property or to obtain relief from the
      automatic stay;

   c) prepare any necessary applications, answers, orders, reports
      and other legal papers, and appearing on the Debtor's behalf
      in proceedings instituted by or against the Debtor;

   d) assist the Debtor in the preparation of schedules, statement
      of financial affairs, and any amendments thereto which the
      Debtor may be required to file in this case;

   e) assist the Debtor in the preparation of a plan and a
      disclosure statement;

   f) assist the Debtor with other legal matters, including, among
      others, securities, corporate, real estate, tax,
      intellectual property, employee relations, general
      litigation, and bankruptcy legal work; and

   g) perform all of the legal services for the Debtor which may
      be necessary or desirable herein.

Stephen F. Fruin, Esq., a partner at Whiteford Taylor, tells the
Court that the firm's professionals bill:

      Designation             Hourly Rate
      -----------             -----------
      Attorneys               $215 - $450
      Parelegals                 $175

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

Mr. Fruin can be contacted at:

      Stephen F. Fruin, Esq.
      Whiteford, Taylor & Preston LLP
      Seven St. Paul Street
      Baltimore, MD 21202-1626
      Tel: (410) 347-8700
      Fax: (410) 752-7092
      http://www.wtplaw.com/

Based in Columbia, Maryland, S.C.A.N. International Inc. aka
S.C.A.N. Contemporary Furniture -- http://www.scanfurniture.com/-
- sells furniture.  It filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. D. M.D. Case No. 07-23153).  Stephen F.
Fruin, Esq., at Whiteford, Taylor & Preston LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts between $1 million and $100 million.


SCAN INTERNATIONAL: U.S. Trustee Appoints 4-Member Creditors Panel
------------------------------------------------------------------
W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, appoints
four members to the Official Committee of Unsecured Creditors in
the Chapter 11 case of S.C.A.N. International Inc.

The Creditors Committee members are:

   (a) Jasper Office
       c/o Steven Richmon, Esq.
       Duane, Morris LLP
       100 American Metro Boulevard
       Hamilton, NJ 08619

   (b) Becker Designed, Inc.
       c/o Karen H. Allen, Vice President
       14954 Bogle Drive
       Chantilly, VA 20151

   (c) Ekornos, Inc.
       c/o Robert S. Underhill, Esq.
       Greenbaum, Rowe, Smith & Davis LLP
       Metro Corporate Campus One
       P.O. Box 5600
       Woodbridge, NJ 07095-0988

   (d) KSL Manufacturing
       c/o Chris Hollen, General Manager
       15 Victoria Cres
       Brampton, Ontario L6T 1E2

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

   -- consult with the Debtors concerning the administration
      of the bankruptcy case;

   -- investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, the operation of the
      Debtors' business and the desirability of the continuance
      of the business, and any other matter relevant to the
      case or to the formulation of a plan of reorganization
      for the Debtors;

   -- participate in the formulation of a plan, advise its
      constituents regarding the Committee's determinations as
      to any plan formulated, and collect and file with the
      Court acceptances or rejections of the plan;

   -- request the appointment of a trustee or examiner; and

   -- perform other services as are in the interest of its
      constituents.

The Creditors Committee may retain counsel, accountants, or other
agents, to represent or perform services for the group.

Based in Columbia, Maryland, S.C.A.N. International Inc. aka
S.C.A.N. Contemporary Furniture -- http://www.scanfurniture.com/-
- sells furniture.  It filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. D. M.D. Case No. 07-23153).  Stephen F.
Fruin, Esq., at Whiteford, Taylor & Preston LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts between $1 million and $100 million.


SCAN INTERNATIONAL: Section 341(a) Meeting Scheduled for Jan. 30
----------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of S.C.A.N.
International inc.'s creditors on Jan. 30, 2008, at 9:00 a.m., at
the 341 Meeting Room, Suite 2650, 101 West Lombard Street in
Baltimore, Maryland.

Additionally, the Trustee fixed April 29, 2008 as the deadline for
filing proofs of claim against the Debtor.

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 Columbia, Maryland, S.C.A.N. International Inc. aka
S.C.A.N. Contemporary Furniture -- http://www.scanfurniture.com/-
- sells furniture.  It filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. D. M.D. Case No. 07-23153).  Stephen F.
Fruin, Esq., at Whiteford, Taylor & Preston LLP, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts between $1 million and $100 million.


SEA CONTAINERS: Court Extends Plan-Filing Period to February 20
---------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware extended, until Feb. 20, 2008, the exclusive
period wherein Sea Containers Ltd. and its debtor-affiliates can
file a plan of reorganization.

Additionally, Judge Carey fixed April 19, 2008 as the deadline for
the Debtors to solicit acceptances of that plan.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.  In its schedules filed
with the Court, Sea Containers disclosed total assets of
$62,400,718 and total liabilities of $1,545,384,083.

The Court gave the Debtors until Feb. 20, 2008 to file a plan of
reorganization.  (Sea Containers Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SEA CONTAINERS: Sopris Capital Reports Ownership of SCL Shares
--------------------------------------------------------------
Sopris Capital Advisors LLC disclosed in a regulatory filing
with the Securities and Exchange Commission dated Dec. 6, 2007,
that it:

  (a) indirectly owns:

      -- 503,180 shares of Class A common stock of Sea
         Containers Ltd., through mananged accounts;

      -- 2,472,800 shares of Class A common stock through a
         partnership and managed accounts; and

  (b) directly owns 55,000 shares of Class A common stock.

All of the 503,180 shares, which represent 1.9% of the isssued
and outstanding Sea Containers Class A common stock, are owned by
private institutional accounts managed by Aspen Advisors LLC, a
Delaware limited liability company.  Aspen Advisors disclaim any
beneficial interest in the securities owned by the Aspen Managed
Accounts.  By virtue of Nikos Hecht's position as a managing
member of Aspen Advisors, he may be deemed the beneficial owner
of the securities held by the Aspen Managed Accounts under
Regulation 13D-G under the Exchange Act.  Mr. Hecht disclaims any
beneficial interest in the securities owned by the Aspen Managed
Accounts.

Of the 2,472,800 shares that represent 9.5% of the isssued and
outstanding Sea Containers Class A common stock, Sopris Partners
Series A, of Sopris Capital Partners, L.P., a Delaware limited
partnership, owns 1,779,700 shares and private institutional
accounts managed by Sopris Capital Advisors LLC, a Delaware
limited liability company own 693,100 shares.  The  1,779,700
shares represent 6.8% of Sea Containers shares outstanding.

Sopris Capital LLC is the general partner of the Sopris
Partnership. The Sopris Partnership and the Sopris General
Partner disclaim any beneficial interest in the securities owned
by the Sopris Managed Accounts, and the Sopris General Partner
disclaims any beneficial interest in the securities owned by the
Sopris Partnership in excess of a 0.70% pecuniary interest,
calculated in accordance with Rules 16(a)-1(a)(2) and (a)(3)
under the Exchange Act.  Sopris Advisors disclaims any beneficial
interest in the securities owned by the Sopris Partnership and
the Sopris Managed Accounts.

Mr. Hecht is the sole managing member of the Sopris General
Partner and the managing member of Sopris Advisors.  By virtue of
that status, he may be deemed the beneficial owner of the
securities held by the Sopris Partnership and the Sopris Managed
Accounts under Regulation 13D-G under the Exchange Act.  

Mr. Hecht disclaims any beneficial interest in the securities
owned by the Sopris Partnership other than a 0.60% pecuniary
interest in the shares, calculated in accordance with rules
16(a)-1(a)(2) and (a)(3).  He disclaims any beneficial interest
in the securities owned by the Sopris Managed Accounts.

Mr. Hecht directly owns all of the 55,000 shares.   Mr. Hecht has
the sole power to vote or to direct the vote on -- as well as   
dispose or direct the disposition of -- the 55,000 shares.

In a separate filing with the Securities and Exchange Commission,
Mr. Hecht disclosed that he owns an aggregate of 3,030,980 shares  
representing 11.6% of the isssued and outstanding Sea Containers
Class A common stock.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.  In its schedules filed
with the Court, Sea Containers disclosed total assets of
$62,400,718 and total liabilities of $1,545,384,083.

The Court gave the Debtors until Feb. 20, 2008 to file a plan of
reorganization.  (Sea Containers Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SHAW GROUP: Increases Credit Facility to $1 Bil. from $850 Mil.
---------------------------------------------------------------
The Shaw Group Inc. has increased its existing credit facility to
$1 billion from $850 million.  Shaw also has received approval
from its lenders to seek additional commitments that could
increase the credit facility to $1.25 billion without further
amendment.

"We appreciate the confidence and the continued support of our
lenders evidenced by the increase in our credit facility," Brian
K. Ferraioli, executive vice president and chief financial officer
of Shaw, said.  "Shaw has nearly $500 million of cash on hand and
the increased facility will be used primarily for letters of
credit to support our continued business growth.  Our fiscal 2007
revenues of $5.7 billion were 20 percent higher than in 2006, and
we forecast our 2008 revenues to increase by an additional 20
percent to approximately $7 billion."

The amended credit facility retains its original maturity date of
April 25, 2010, and other substantive terms of the original
agreement remain unchanged.  No borrowings are outstanding under
the facility, which is currently being utilized for the issuance
of letters of credit frequently required in the engineering and
construction industry.

                        About Shaw Group

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets of
its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SOLUTIA INC: Reaches Settlement with Senior Secured Noteholders
---------------------------------------------------------------
Solutia Inc. has reached a settlement with the Bank of New York,
as indenture trustee for Solutia's 11.25% senior secured notes due
2009, and holders of the 2009 notes representing the requisite
principal amount needed to direct the trustee to enter into the
settlement terms.  Under the terms of the settlement, the
noteholders will receive $220.5 million in cash plus all accrued
but unpaid interest through the effective date of Solutia's plan
of reorganization.

Solutia anticipates the effective date of its plan of
reorganization will be later this month.  This settlement is
subject to approval by the U.S. Bankruptcy Court for the Southern
District of New York.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -
- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.  The company
and 15 debtor-affiliates filed for chapter 11 protection on
Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).  When the
Debtors filed for protection from their creditors, they listed
$2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice. The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on November 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


SPECIALTY UNDERWRITING: S&P Affirms Ratings on All Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on all
classes of certificates issued by Specialty Underwriting and
Residential Finance Trust's series 2005-AB2 and 2005-BC3.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to maintain the current ratings.  
As of the December 2007 remittance report, credit support for
these classes, on average, was 16.32%.  In comparison, current
credit enhancement for these classes, on average, was 2.15x.  As
of December 2007, total delinquencies for these transactions were
16.83% (series 2005-AB2) and 30.45% (series 2005-BC3) of the
current pool balances, with severe delinquencies (90-plus days,
foreclosures, and REOs) of 12.49% (series 2005-AB2) and 21.22%
(series 2005-BC3).  Cumulative realized losses were 0.57% (series
2005-AB2) and 1.10% (series 2005-BC3) of the original pool
balances.      
     
A combination of subordination, excess interest, and
overcollateralization provide credit enhancement for these
transactions.  The collateral supporting these series consists of
subprime pools of fixed- and adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties.
                              
                         Ratings Affirmed

    Specialty Underwriting and Residential Finance Trust    
                                                  
               Series      Class       Rating
               ------      -----       ------
               2005-AB2    A-1A, A-1B  AAA             
               2005-AB2    A-1C, A-1D  AAA             
               2005-AB2    M1          AA+             
               2005-AB2    M2          AA            
               2005-AB2    M3          AA-             
               2005-AB2    M4          A+              
               2005-AB2    M5          A               
               2005-AB2    M6          BBB            
               2005-AB2    B1          BB             
               2005-AB2    B2          B               
               2005-AB2    B3          CCC            
               2005-BC3    A-1A, A-2B  AAA             
               2005-BC3    A-2C, M-1   AAA             
               2005-BC3    M-2         AA+             
               2005-BC3    M-3         AA              
               2005-BC3    M-4         AA-             
               2005-BC3    M-5         A+              
               2005-BC3    M-6         A               
               2005-BC3    M-7         BBB             
               2005-BC3    B-1         B               
               2005-BC3    B-2         B               
               2005-BC3    B-3         CCC             
               2005-BC3    B-4         CCC


STRATUS SERVICES: Gruber & Company Raises Going Concern Doubt
-------------------------------------------------------------
Gruber & Company LLC in Lake Saint Louis, Mississippi expressed
substantial doubt about the ability of Stratus Services Group  
Inc. to continue as a going concern after it audited the company's
financial statements for the year ended Sept. 30, 2007.  The
auditor pointed to the company's recurring losses from operations
and net capital deficit.

The company posted a net loss of $283,843 on revenues of
$8,209,564 for the year ended Sept. 30, 2007.as compared with a
net income of $1,441,661 on revenues of $5,131,081 in the prior
year.

As of Sept. 30, 2007, the company had strained liquidity with  
total current assets of $1,749,528 to pay its total current
liabilities of $9,787,281.

At Sept. 30, 2007, the company's balance sheet showed $3,805,407
in total assets, $11,038,152 in total liabilities, $547,135 in
minority interest, and $7,779,880 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?270c

                       About Stratus Services

Headquartered in Shrewsbury, N.J., Stratus Services Group Inc.
(OTC BB: SSVG.OB) -- http://www.stratusservices.com/-- offers all  
the traditional staffing services.  Stratus has developed a one-
of-a-kind labor management program which focuses on the
performance parameters defined by the client's productivity goals.
This program, which is the backbone of the company's services, is
known as "Smart Solutions(TM)".


STRUCTURED ASSET: Moody's Downgrades Ratings on 18 Tranches
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of eighteen
tranches and has placed under review for possible downgrade the
ratings of thirteen tranches from three transactions issued by
Structured Asset Mortgage Investments II Trust in 2007.  One
downgraded tranche remains 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:

Structured Asset Mortgage Investments II Trust 2007-AR1

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

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

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

  -- Cl. I-B-5 Currently Aa3, on review for possible downgrade,

  -- Cl. I-B-6, Downgraded to Baa1, previously A1,

  -- Cl. I-B-7, Downgraded to Baa3, previously A2,

  -- Cl. I-B-8, Downgraded to Ba2, previously Baa1,

  -- Cl. I-B-9, Downgraded to Ba3, previously Baa2,

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

  -- Cl. II-B-2 Currently Aa3, on review for possible
     downgrade,

  -- Cl. II-B-3, Downgraded to Ba1, previously A3,

  -- Cl. II-B-4, Downgraded to Ba3, previously Baa1,

  -- Cl. II-B-5, Downgraded to Caa2, previously Ba2,

Structured Asset Mortgage Investments II Trust 2007-AR2

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

  -- Cl. I-B-2 Currently Aa3, on review for possible downgrade,

  -- Cl. I-B-3, Downgraded to Baa2, previously A3,

  -- Cl. I-B-4, Downgraded to Ba1, previously Baa1,

  -- Cl. I-B-5, Downgraded to B3 on review for possible further
     downgrade, previously Ba2,

Structured Asset Mortgage Investments II Trust 2007-AR3

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

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

  -- Cl. I-B-5 Currently Aa3, on review for possible downgrade,

  -- Cl. I-B-6, Downgraded to A3, previously A1,

  -- Cl. I-B-7, Downgraded to Baa2, previously A3,

  -- Cl. I-B-8, Downgraded to Ba1, previously Baa2,

  -- Cl. I-B-9, Downgraded to Ba2, previously Baa3,

  -- Cl. II-B-1 Currently Aa1, on review for possible
     downgrade,
  
  -- Cl. II-B-2 Currently Aa3, on review for possible
     downgrade,

  -- Cl. II-B-3, Downgraded to Baa3, previously A2,

  -- Cl. II-B-4, Downgraded to Ba2, previously A3,

  -- Cl. II-B-5, Downgraded to Ba3, previously Baa1,

  -- Cl. II-B-6, Downgraded to Caa2, previously Ba2.


TAHERA DIAMOND: Obtains Protection Under CCAA Until February 14
---------------------------------------------------------------
Tahera Diamond Corporation said it has obtained an order from the
Ontario Superior Court of Justice granting Tahera and its
subsidiary protection pursuant to the provisions of the Companies'
Creditors Arrangement Act.

The Court has granted CCAA protection for an initial period of 30
days expiring on Feb. 14, 2008, to be extended or terminated
thereafter as the Court deems appropriate.

While under CCAA protection management will remain responsible for
the day-to-day operations, under the supervision of a Court
appointed monitor, PricewaterhouseCoopers Inc., who will be
responsible for monitoring Tahera's ongoing operations, assisting
management with the development and filing of a restructuring
plan, liaising with creditors and other stakeholders and reporting
to the Court.

Tahera sought protection under CCAA, as its current cash flows and
cash on hand would not allow it to meet its current obligations
and its obligations with respect to the 2008 winter road resupply.  

The CCAA filing followed a review of the company's options by
Tahera's board of directors.  It was determined by the board of
directors that, as a result of insufficient indications of
interest in Tahera's best efforts equity offering and the absence
of any viable strategic alternatives at the time, seeking CCAA
protection would be in the best interest of all stakeholders.  The
CCAA process will stay creditors and others from enforcing rights
against Tahera and its subsidiaries and will allow Tahera to
restructure its operations and find the alternative that will be
in the best interest of all stakeholders.

The implications of the CCAA filing for Tahera shareholders are
less clear and will not be able to be determined until the end of
the restructuring process and will depend upon the terms of the
restructuring plan approved by the affected stakeholders.

The company will withdraw its amended and restated preliminary
prospectus filed in connection with its best efforts units
offering.

Tahera Diamond Corporation (TSX: TAH) -- http://www.tahera.com/--  
is a Canadian owned diamond mining company.  Tahera's wholly-owned
Jericho project, commencing commercial production in early 2006,
represents Canada's third, and Nunavut's first, diamond mine.


TANGER FACTORY: Closes $100 Mil. Unsecured Credit Line Expansion
----------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. has closed on a $100 million
expansion to its existing unsecured lines of credit.  The company
has also received commitments for an additional $25 million,
which once closed, will bring its total credit facilities to
$325 million.  The terms are identical to those included within
the existing credit facilities.

Tanger's interest rate currently ranges from LIBOR plus 75 basis
point to LIBOR plus 85 basis points under its various credit
facilities which contain maturity dates on or about June 30, 2011.  
Tanger currently maintains credit facilities with these banks
(amounts shown include the additional $25 million in commitments):
Bank of America ($100 million), Wells Fargo Bank ($100 million),
Sun Trust Bank ($40 million), Branch Bank & Trust Company ($35
million), Citicorp North America ($25 million) and Wachovia Bank
($25 million).

"We are very pleased that our banks are providing us with this
additional liquidity, which will be beneficial in funding our
development pipeline as well as helping with our upcoming debt
maturities," Stanley K. Tanger, Chairman of the Board and Chief
Executive Officer stated.

On Feb. 15, 2008, the company's $100 million unsecured senior
notes, with a 9-1/8% coupon rate, mature.  Tanger currently
expects to refinance these notes in the short term with amounts
available under its unsecured lines of credit.  On July 10, 2008
the company's only remaining secured mortgage loan with a
principal balance of $172.7 million and bearing interest at a rate
of 6.59% will become payable at Tanger's option.

At that time, the company can decide to repay the loan in full, or
continue to make monthly payments on the loan at a revised
interest rate of 8.59%. Tanger can then repay the loan in full at
any time without penalty.  The final maturity date on the loan is
July 10, 2028.  Tanger is currently analyzing its options for
refinancing this mortgage.

                       About Tanger Factory

Headquartered in Greensboro, North Carolina, Tanger Factory Outlet
Centers, Inc. (NYSE: SKT) -- http://www.tangeroutlet.com/-- is a   
fully integrated, self-administered and self-managed publicly
traded REIT.  The company presently owns 29 outlet centers in 21
states coast to coast, totaling approximately 8.4 million square
feet of gross leasable area.  Tanger also manages for a fee and
owns a 50% interest in two outlet centers containing approximately
667,000 square feet.

                          *     *     *

Tanger Factory Outlet Centers Inc. carries Moody's Ba1 preferred
stock rating.


TERADYNE INC: FTC Okays Early Termination on Merger Waiting Period
------------------------------------------------------------------
The Federal Trade Commission has granted Teradyne Inc. and Nextest
Systems Corporation early termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, with respect to Teradyne's tender offer for the
outstanding shares of Nextest Systems Corporation.

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Teradyne Inc. and Nextest Systems Corp. have signed a definitive
agreement under which Teradyne will acquire Nextest for an
aggregate purchase price of approximately $325 million in cash.

NAC Equipment Corporation, a direct subsidiary of Teradyne,
commenced a tender offer to acquire all outstanding shares of
common stock of Nextest, at a price of $20 per share, in cash,
pursuant to a Agreement and Plan of Merger among Teradyne, NAC,
and Nextest dated Dec. 11, 2007.

The tender offer and any withdrawal rights to which Nextest's
stockholders may be entitled will expire at midnight, New York
City time at the end of Jan. 23, 2008, unless the offer is
extended.

                 About Nextest Systems Corp.

Headquartered in San Jose, California, Nextest Systems Corp.
(NASDAQ:NEXT) -- http://www.nextest.com/-- is a designer and   
manufacturer of automatic test equipment for Flash memory and
System-On-Chip semiconductors. Nextest's products address the
demand from manufacturers for ATE with increased throughput,
functionality and reliability, while reducing time to market and
cost of test.  Nextest has shipped over 1,900 systems to more than
70 semiconductor companies worldwide.

                      About Teradyne Inc.

Headquartered in North Reading, Massachussetts, Teradyne Inc.
(NYSE: TER) -- http://www.teradyne.com/-- is a supplier of    
Automatic Test Equipment used to test complex electronics used in
the consumer electronics, automotive, computing,
telecommunications, and aerospace and defense industries.  
Teradyne employs about 3,600 people worldwide.

                          *     *     *

Teradyne Inc. still carries S&P's "B+" long term foreign issuer
credit and long term local issuer credit ratings which was placed
on Dec. 13, 2002.


UBS COMMERCIAL: Moody's Assigns Definitive Ratings to Securities
----------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by UBS Commercial Mortgage Trust 2007-FL1.   The
provisional ratings issued on Dec. 7, 2007 have been replaced with
these definitive ratings:

  -- Class Cl. A-1, $928,578,000, rated Aaa
  -- Class Cl. A-2, $309,526,000, rated Aaa
  -- Class Cl. B, $57,309,000, rated Aa1
  -- Class Cl. C, $31,074,000, rated Aa2
  -- Class Cl. D, $27,190,000, rated Aa3
  -- Class Cl. E, $27,191,000, rated A1
  -- Class Cl. F, $27,190,000, rated A2
  -- Class Cl. G, $27,190,000, rated A3
  -- Class Cl. H, $29,132,000, rated Baa1
  -- Class Cl. J, $27,190,000, rated Baa2
  -- Class Cl. K, $27,190,000, rated Baa3
  -- Class Cl. O-HW, $5,000,000, rated Baa3
  -- Class Cl. O-WC, $4,500,000, rated Baa3
  -- Class Cl. O-MD, $1,900,000, rated Ba1
  -- Class Cl. O-SA, $2,000,000, rated Baa3
  -- Class Cl. O-HA, $1,500,000, rated Baa3
  -- Class Cl. X, $1,553,719,358*, rated Aaa

                * Approximate notional amount


UBS MORTGAGE: Fitch Affirms Low-B Ratings on Five Loan Classes
--------------------------------------------------------------
Fitch has affirmed these three UBS Mortgage Asset Securitization
Transactions Specialized Loan Trust mortgage pass-through
certificates:

Series 2006-1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'A';
  -- Class M-3 affirmed at 'A-';
  -- Class M-4 affirmed at 'BBB+';
  -- Class M-5 affirmed at 'BBB';
  -- Class M-6 affirmed at 'BBB-';
  -- Class M-7 affirmed at 'BB+;
  -- Class M-8 affirmed at 'BB'.

Series 2006-2
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+;
  -- Class M-8 affirmed at 'BBB';
  -- Class M-9 affirmed at 'BBB-;
  -- Class B-1 affirmed at 'BB+'.

Series 2006-3
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA+';
  -- Class M-2 affirmed at 'AA';
  -- Class M-3 affirmed at 'AA-';
  -- Class M-4 affirmed at 'A+';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+;
  -- Class M-8 affirmed at 'BBB';
  -- Class M-9 affirmed at 'BBB-;
  -- Class B-1 affirmed at 'BB+';
  -- Class B-2 affirmed at 'BB'.

The affirmations affect approximately $464 million of the
outstanding certificates and reflect a stable relationship between
credit enhancement and expected loss.

The collateral of the above transactions primarily consists of
fixed-rate and adjustable-rate mortgage loans secured by first and
second liens on one- to four-family residential properties.  The
loans were acquired by UBS from various originators.  The
collateral initially included delinquent loans, performing
bankruptcy loans, foreclosure loans, and loans that have had prior
delinquencies.  Wells Fargo Bank, N.A., rated 'RMS1' by Fitch, is
the master servicer for all of the above transactions.

The pool factors range from 53% (2006-1) to 75% (2006-3).  The
transactions are seasoned from 14 months (2006-3) to 22 months
(2006-1).


VALMONT INDUSTRIES: S&P Upgrades Corp. Rating to BB+ from BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on metal
products fabricator Valmont Industries Inc. and removed them from
CreditWatch, where they were placed with positive implications on
Nov. 20, 2007.  The corporate credit rating was raised to 'BB+'
from 'BB'.  The outlook is stable.
     
"The upgrade reflects the company's continued strong operating
performance as a result of steady growth in revenues and
improvement in operating margins," said Standard & Poor's credit
analyst Thomas Nadramia.  "This has resulted in a meaningful
improvement to credit measures that we would consider to be more
appropriate for the higher rating.  In addition, current spending
levels in the highway and infrastructure sectors, as well as
strong farm income underlying the company's irrigation business,
should continue to support Valmont's good operating momentum."
     
Valmont produces fabricated metal products, such as lighting and
traffic poles, utility poles for electricity transmission,
communication towers, agricultural irrigation equipment, and other
tubular products.
     
Standard & Poor's believes that bank lenders will fare the same as
other senior unsecured creditors in the event of a default.  
     
"We aren't likely to revise the outlook to positive, given the
company's relatively narrow product focus in cyclical niche
markets, somewhat limited geographic diversity, and modest but
increasing size," Mr. Nadramia said.  "We could revise the outlook
to negative if there is a sustained reduction in demand or
aggressive growth spending over the intermediate term."


WACHOVIA AUTO: Fitch to Put 'BB-' Rating on $14.97 Mil. Trust
-------------------------------------------------------------
Fitch Ratings expects to assign these ratings to Wachovia Auto
Loan Owner Trust 2008-1:

  -- $107,000,000 class A-1 'F1+';
  -- $204,000,000 class A-2 'AAA';
  -- $189,000,000 class A-3 'AAA';
  -- $22,455,000 class B 'AA';
  -- $26,946,000 class C 'A';
  -- $34,431,000 class D 'BBB-';
  -- $14,970,000 class E 'BB-'.


WACHOVIA AUTO: S&P Puts Preliminary BB Ratings on Two Sub Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Auto Loan Owner Trust 2008-1's
$598.80 million asset-backed notes series 2008-1.
     
The preliminary ratings are based on information as of
Jan. 15, 2008.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.
     
The preliminary ratings reflect:

  -- The credit enhancement in the form of subordination, a
     reserve fund, overcollateralization, and excess spread;
  
  -- The collateral characteristics of the securitized pool of
     auto loans;     

  -- The sequential payment structure, which features a
     reprioritization mechanism under which subordinate
     interest can be used to cover senior principal; and
    
-- The transaction's sound legal structure.   
   
                  Preliminary Ratings Assigned
             Wachovia Auto Loan Owner Trust 2008-1
   
                                    Amount       Legal final
  Class  Rating   Type            (million)**      maturity
  -----  ------   ----            -----------    -----------
  A-1    A-1+     Sr. Fixed        $107.000       January 2009
  A-2    AAA      Sr. Fixed/fltg   $204.000       March 2011
  A-3    AAA      Sr. Fixed/fltg   $189.000       October 2012
  B      AA       Sub Fixed        $22.455        December 2012
  C      A        Sub Fixed        $26.946        April 2013
  D      BB       Sub Fixed        $34.431        October 2013
  E      BB-      Sub Fixed        $14.970        August 2015
   
* The interest rates on each class will be determined on the
  pricing date.

** The actual size of these tranches will be determined on the
   pricing date.


WACHOVIA BANK: Stable Performance Cues Fitch to Affirm Ratings
--------------------------------------------------------------
Fitch Ratings affirms these classes of Wachovia Bank Commercial
Mortgage Trust, Series 2005-C20, commercial mortgage pass-through
certificates as:

  -- $ 303.4 Million class A-3SF at 'AAA';
  -- $ 218.5 Million class A-4 at 'AAA';
  -- $ 121.1 Million class A-5 at 'AAA';
  -- $ 218.8 Million class A-6A at 'AAA';
  -- $ 50.0 Million class A-6B  at 'AAA';
  -- $ 176.1 Million class A-PB at 'AAA';
  -- $ 861.8 Million class A-7 at 'AAA';
  -- $ 315.3 Million class A-1A at 'AAA';
  -- $ 100.0 Million class A-MFL at 'AAA';
  -- $ 266.4 Million class A-MFX at 'AAA';
  -- $ 274.8 Million class A-J at 'AAA';
  -- Interest-only class X-P at 'AAA';
  -- Interest-only class X-C at 'AAA';
  -- $ 77.9 Million class B at 'AA';
  -- $ 27.5 Million class C at 'AA-';
  -- $ 68.7 Million class D at 'A';
  -- $ 41.2 Million class E at 'A-';
  -- $ 41.2 Million class F at 'BBB+';
  -- $ 32.1 Million class G at 'BBB';
  -- $ 41.2 Million class H at 'BBB-';
  -- $ 22.9 Million class J at 'BB+';
  -- $ 13.7 Million class K at 'BB';
  -- $ 13.7 Million class L at 'BB-';
  -- $ 9.2 Million class M at 'B+';
  -- $ 9.2 Million class N at 'B';
  -- $ 9.2 Million class O at 'B-';

The $50.4 million Class P is not rated by Fitch.  Classes A-1 and
A-2 have paid in full.

The rating affirmations are the result of stable performance and
minimal paydown since issuance.  As of the December 2007
remittance report, the transaction has paid down 8.2% to $3.36
billion from $3.66 billion at issuance.

There are currently no delinquent or specially serviced loans in
the transaction.  Five loans, Americas Mart (5.9%), 60 Hudson
Street (4.8%), Westfield San Francisco Centre (1.8%), 101 Avenue
of the Americas (1.7%), and JCS Studios (0.6%) maintain investment
grade shadow ratings due to stable performance since issuance.

Americas Mart, a 4.1 million square foot merchandise mart property
in Atlanta, Gseorgia, was 100% occupied as of September 2007
compared to 95.9% at issuance.  60 Hudson Street, a 1.1 million sf
office property located in New York City was 77% occupied as of
June 2007, compared to 78.8% at issuance.  Westfield San Francisco
Centre, a 498,103 sf regional mall located in San Francisco,
California, was 93.9% occupied as of December 2006, compared to
99.2% at issuance.  101 Avenue of the Americas, a 411,097 sf
office property located in New York, was 100% occupied as of
September 2007 and JCS Studios, a 95,870 sf industrial property
located in Brooklyn, New  York was 100% occupied as of June 2007,
both unchanged from issuance.


YOUNG BROADCASTING: Selling Largest TV Station; Hires Moelis & Co.
------------------------------------------------------------------
Young Broadcasting Inc. has retained prominent financial advisors
Moelis & Company to conduct a process leading to the sale of the
company's largest station, KRON-TV, based in San Francisco,
California.  San Francisco is the sixth largest television market
in the United States.

Young Broadcasting stated that its goal was to conclude an
agreement for the sale of KRON-TV before the end of the first
quarter.  In addition to the station's considerable assets the
buyer will benefit from certain favorable tax attributes.

"When we purchased KRON-TV in 2000 we believed we had acquired a
jewel and we still feel that is the case.  KRON-TV is one of the
most valuable television stations in the country", stated Vincent
Young, Chairman of Young Broadcasting.  "Our decision to sell is
based on the high level of interest in the property that we have
received.  It is purely a strategic economic decision, allowing us
to benefit from the proceeds of the sale to further our future
corporate initiatives."

Moelis & Company is a relationship-based investment bank that
provides advice on mergers and acquisitions, restructurings and
other corporate finance matters and manages investment funds which
integrate capital solutions with the firm's advisory expertise.  
Moelis & Company serves a broad client base through its offices in
Los Angeles, New York and Boston.

                    About Young Broadcasting

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns ten television stations   
and the national television representation firm, Adam Young Inc.  
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's Investors Service downgraded Young Broadcasting Inc.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default Rating to Caa2 from B3 and its $370 million secured credit
facility ($20 million revolver, $350 million term loan) to B1 from
Ba3.  In addition, Moody's downgraded Young's 10% Senior
Subordinated Notes due 2011 and 8 _% Senior Subordinated Notes due
2014 to Caa2 from Caa1.  The ratings outlook is negative.

Standard & Poor's Ratings Services affirmed the ratings on Young
Broadcasting Inc., including the 'CCC+' corporate credit rating,
and revised the outlook to developing from stable.


YOUNG BROADCASTING: Sept. 30 Balance Sheet Upside-Down by $216MM
----------------------------------------------------------------
Young Broadcasting Inc. reported results for the three and nine
months ended Sept. 30, 2007.

At Sept. 30, 2007, the company's balance sheet total assets of
$737.0 million and total liabilities of $953.8 million, resulting
in a stockholders' deficit of $216.8 million.

Net revenue for the quarter was $47.5 million, down from the
$53.6 million reported for the same period in 2006, primarily
reflecting a $4.3 million decrease in net political revenue.  In a
year not featuring a major election cycle, YBI saw political
revenue for the quarter more than double over the third quarter of
2005 to $2.8 million from $1.3 million.  Operating expenses in the
third quarter of 2007 were 8.2% lower than operating expenses in
the same quarter of 2006.  The quarter's SOP declined to $5.8
million from $8.1 million for the same period last year.

For the nine months ended Sept. 30, 2007, net revenues were
$146.3 million, or 7.8% lower than the same period in 2006.  
Operating expenses during the nine months ended Sept. 30, 2007
decreased 4.3% to $128.7 million.  SOP for the nine months ended
Sept. 30, 2007 was $27.4 million.

The company's cost-saving initiatives once again resulted in
a reduction of its operating expenses.  YBI has significantly
reduced its operating expenses in recent years.  The last time
that quarterly operating expenses were lower than the
$42.2 million reported for the quarter ended Sept. 30, 2007 was
in the third quarter of 2003. The Company believes that its
costs will remain stable or decline for the next few quarters.

"The strength of the newscasts airing on our local stations
continues to be a magnet for political advertising even during an
off-cycle year such as the one we're currently in," said Vincent
Young, Chairman of Young Broadcasting Inc.  He added, "While
confronted by the economic weakness in some of our markets and the
downturn in the automotive and financial institution sectors, our
group has continued to positively position itself in the
marketplace through our innovative 3rd Leg sales campaigns.  We
are also encouraged by the positive ratings trends in prime time
at KRON-TV in San Francisco as a result of the new programming
line-up being employed by MyNetwork TV."

"I am optimistic about our prospects in 2008," Mr. Young
continued.  "Successful new sales programs, political revenues,
possible retransmission fees and the expense reductions described
above should result in strong growth."

                    About Young Broadcasting

Headquartered in New York City, Young Broadcasting Inc. --
http://www.youngbroadcasting.com/-- owns ten television stations   
and the national television representation firm, Adam Young Inc.  
Five stations are affiliated with the ABC Television Network,
three are affiliated with the CBS Television Network, one is
affiliated with the NBC Television Network, and one is affiliated
with MyNetwork.  In addition, KELO-TV-Sioux Falls, SD is also the
MyNetwork affiliate in that market through the use of its digital
channel capacity.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's Investors Service downgraded Young Broadcasting Inc.'s
Corporate Family Rating to Caa1 from B3, its Probability of
Default Rating to Caa2 from B3 and its $370 million secured credit
facility ($20 million revolver, $350 million term loan) to B1 from
Ba3.  In addition, Moody's downgraded Young's 10% Senior
Subordinated Notes due 2011 and 8 _% Senior Subordinated Notes due
2014 to Caa2 from Caa1.  The ratings outlook is negative.

Standard & Poor's Ratings Services affirmed the ratings on Young
Broadcasting Inc., including the 'CCC+' corporate credit rating,
and revised the outlook to developing from stable.


* S&P Puts Ratings on 162 Tranches Under Negative CreditWatch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on 162
tranches from 33 U.S. cash flow and hybrid collateralized debt
obligations of asset-backed securities on CreditWatch with
negative implications.
     
The CDO tranches with ratings placed on CreditWatch negative have
a total issuance amount of $5.369 billion, and all are backed in
part by recent-vintage residential mortgage-backed securities
either by directly holding notes from the RMBS transactions or by
holding notes from other CDO transactions that are in turn
collateralized by RMBS.  Fourteen of these 33 transactions are
high-grade structured finance CDOs of ABS (CDOs of ABS
collateralized at origination primarily by 'AAA', 'AA', and some
'A' rated tranches of RMBS and other SF securities), and eight
transactions are mezzanine SF CDOs of ABS (collateralized by 'A'
and 'BBB' rated tranches of RMBS and other SF securities).  The
other 11 transactions are CDO of CDO transactions that were
collateralized at origination primarily by notes from other CDOs,
as well as by tranches from RMBS and other SF transactions.
     
Standard & Poor's is continuing its review of cash flow and hybrid
CDO transactions with exposure to downgraded RMBS and will take
action on the CDO ratings where appropriate.

            Ratings Placed on CreditWatch Negative
         
                                              Rating
                                              ------
Transaction               Tranche     To                From
-----------               -------     --                ----
Ayresome CDO I Ltd.        A-2         AAA/Watch Neg     AAA
Ayresome CDO I Ltd.        A-3         AAA/Watch Neg     AAA
Ayresome CDO I Ltd.        B           AA/Watch Neg      AA
Ayresome CDO I Ltd.        C           A/Watch Neg       A
Ayresome CDO I Ltd.        Combo secs  BBB-/Watch Neg    BBB-
Ayresome CDO I Ltd.        D           BBB/Watch Neg     BBB
Broderick CDO 2 Ltd.       B           AA/Watch Neg      AA
Broderick CDO 2 Ltd.       C           A/Watch Neg       A
Broderick CDO 2 Ltd.       D           BBB/Watch Neg     BBB
Broderick CDO 2 Ltd.       E           BB+/Watch Neg     BB+
Centre Square CDO Ltd.     A-1         AAA/Watch Neg     AAA
Centre Square CDO Ltd.     A-2A        AAA/Watch Neg     AAA
Centre Square CDO Ltd.     A-2B        AAA/Watch Neg     AAA
Centre Square CDO Ltd.     A-3         AAA/Watch Neg     AAA
Centre Square CDO Ltd.     B           AA/Watch Neg      AA
Centre Square CDO Ltd.     C           AA-/Watch Neg     AA-
Centre Square CDO Ltd.     D           A/Watch Neg       A
Class V Funding II Ltd.    A-1         AAA/Watch Neg     AAA
Class V Funding II Ltd.    A-2A        AAA/Watch Neg     AAA
Class V Funding II Ltd.    A-2B        AAA/Watch Neg     AAA
Class V Funding II Ltd.    B           AA/Watch Neg      AA
Class V Funding II Ltd.    C           AA-/Watch Neg     AA-
Class V Funding II Ltd.    D           BBB/Watch Neg     BBB
Durant CDO 2007-1 Ltd.     A-1         AAA/Watch Neg     AAA
Durant CDO 2007-1 Ltd.     A-2         AAA/Watch Neg     AAA
Durant CDO 2007-1 Ltd.     B           AA/Watch Neg      AA
Durant CDO 2007-1 Ltd.     C           AA-/Watch Neg     AA-
Forge ABS High Grade CDO I
Ltd.                       A3          AAA/Watch Neg     AAA
Forge ABS High Grade CDO I
Ltd.                       A4          AAA/Watch Neg     AAA
Forge ABS High Grade CDO I
Ltd.                       B           AA/Watch Neg      AA
Forge ABS High Grade CDO I
Ltd.                       C           AA-/Watch Neg     AA-
Forge ABS High Grade CDO I
Ltd.                       D           A/Watch Neg       A
Forge ABS High Grade CDO I
Ltd.                       E           BBB/Watch Neg     BBB
Highgate ABS CDO Ltd.      A-2         AAA / Watch Neg   AAA
Highgate ABS CDO Ltd.      B           AA/Watch Neg      AA
Highgate ABS CDO Ltd.       C            A/Watch Neg       A
Highgate ABS CDO Ltd.       D            BBB/Watch Neg     BBB
HSPI Diversified CDO Fund I
Ltd.                        A-1          AAA/Watch Neg     AAA
HSPI Diversified CDO Fund I
Ltd.                        A-2          AAA/Watch Neg     AAA
HSPI Diversified CDO Fund I
Ltd.                        A-3          AA/Watch Neg      AA
HSPI Diversified CDO Fund I
Ltd.                        B            A/Watch Neg       A
HSPI Diversified CDO Fund I
Ltd.                        C            BBB/Watch Neg     BBB
HSPI Diversified CDO Fund I
Ltd.                        S            AAA/Watch Neg     AAA
HSPI Diversified CDO Fund
II Ltd                      A-2          AAA/Watch Neg     AAA
HSPI Diversified CDO Fund
II Ltd                      A-3          AAA/Watch Neg     AAA
HSPI Diversified CDO Fund
II Ltd                      A-4          AA/Watch Neg      AA
HSPI Diversified CDO Fund
II Ltd                      B-1          A+/Watch Neg      A+
HSPI Diversified CDO Fund
II Ltd                      C            BBB/Watch Neg     BBB
HSPI Diversified CDO Fund
II Ltd                      Comp Oblig   BBB/Watch Neg     BBB
HSPI Diversified CDO Fund
II Ltd                      D            BB+/Watch Neg     BB+
IMAC CDO 2007-2 Ltd         A-2          AAA/Watch Neg     AAA
IMAC CDO 2007-2 Ltd         A-3          AAA/Watch Neg     AAA
IMAC CDO 2007-2 Ltd         B            AA/Watch Neg      AA
IMAC CDO 2007-2 Ltd         C            AA-/Watch Neg     AA-
IMAC CDO 2007-2 Ltd         D            A/Watch Neg       A
IMAC CDO 2007-2 Ltd         E            A-/Watch Neg      A-
IMAC CDO 2007-2 Ltd         F            BBB+/Watch Neg    BBB+
IMAC CDO 2007-2 Ltd         G            BBB-/Watch Neg    BBB-
Inman Square Funding II Ltd I            AAA/Watch Neg     AAA
Inman Square Funding II Ltd II           AA/Watch Neg      AA
Inman Square Funding II Ltd III-Fltg     A/Watch Neg       A
Inman Square Funding II Ltd III-Fxd      A/Watch Neg       A
Inman Square Funding II Ltd IV           BBB/Watch Neg     BBB
Inman Square Funding II Ltd V            BB+/Watch Neg     BB
Jupiter High-Grade CDO IV
Ltd                         D            A-/Watch Neg      A-
Jupiter High-Grade CDO IV
Ltd                         E            BBB+/Watch Neg    BBB+
Jupiter High-Grade CDO IV
Ltd                         F            BBB/Watch Neg     BBB
Jupiter High-Grade CDO VI
Ltd                         A-4          AAA/Watch Neg     AAA
Jupiter High-Grade CDO VI
Ltd                         B            AA/Watch Neg      AA
Jupiter High-Grade CDO VI
Ltd                         C            AA-/Watch Neg     AA-
Jupiter High-Grade CDO VI
Ltd                         D            A/Watch Neg       A
Jupiter High-Grade CDO VI
Ltd                         E            BBB/Watch Neg     BBB
Le Monde CDO I LLC          D            BBB/Watch Neg     BBB
Le Monde CDO I LLC          E            BB/Watch Neg      BB
Longshore CDO Funding
2006-1 Ltd                  D            BBB/Watch Neg     BBB
Mars CDO I Ltd              A-2          AAA/Watch Neg     AAA
Mars CDO I Ltd              A-3          AAA/Watch Neg     AAA
Mars CDO I Ltd              B            AA/Watch Neg      AA
Mars CDO I Ltd              C            AA-/Watch Neg     AA-
Mars CDO I Ltd              D            A/Watch Neg       A
Mars CDO I Ltd              F            BBB/Watch Neg     BBB
Maxim High Grade CDO I Ltd  A4           AAA/Watch Neg     AAA
Maxim High Grade CDO I Ltd  A5           AAA/Watch Neg     AAA
Maxim High Grade CDO I Ltd  B            AA/Watch Neg      AA
Maxim High Grade CDO I Ltd  C            AA-/Watch Neg     AA-
Maxim High Grade CDO I Ltd  D            A/Watch Neg       A
Maxim High Grade CDO I Ltd  E1           BBB/Watch Neg     BBB
Maxim High Grade CDO I Ltd  E2           BBB/Watch Neg     BBB
Millstone II CDO Ltd.       A-2          AAA/Watch Neg     AAA
Millstone II CDO Ltd.       B            AA/Watch Neg      AA
Millstone II CDO Ltd.       C            A/Watch Neg       A
Millstone II CDO Ltd.       D            BBB/Watch Neg     BBB
MKP Vela CBO Ltd.           A            AAA/Watch Neg     AAA
MKP Vela CBO Ltd.           B            AA/Watch Neg      AA
MKP Vela CBO Ltd.           C            A/Watch Neg       A
MKP Vela CBO Ltd.           D            BBB/Watch Neg     BBB
MKP Vela CBO Ltd.           X-1          BBB-/Watch Neg    BBB-
MKP Vela CBO Ltd.           X-2          BBB-/Watch Neg    BBB-
Ridgeway Court Fndg I Ltd.  A3           AAA/Watch Neg     AAA
Ridgeway Court Fndg I Ltd.  A4           AA/Watch Neg      AA
Ridgeway Court Fndg I Ltd.  B            A-/Watch Neg      A-
Ridgeway Court Fndg I Ltd.  C            BBB/Watch Neg     BBB
Ridgeway Court Fndg I Ltd.  Q            A/Watch Neg       A
Ridgeway Court Fndg II Ltd. A3           AAA/Watch Neg     AAA
Ridgeway Court Fndg II Ltd. A4           AAA/Watch Neg     AAA
Ridgeway Court Fndg II Ltd. A5           AA/Watch Neg      AA
Ridgeway Court Fndg II Ltd  B            A+/Watch Neg      A+
Ridgeway Court Fndg II Ltd. C            A-/Watch Neg      A-
Silver Elms CDO II Ltd      A-3          AAA/Watch Neg     AAA
Silver Elms CDO II Ltd      B            AA/Watch Neg      AA
Silver Elms CDO II Ltd      C            A/Watch Neg       A
Silver Elms CDO II Ltd      D            BBB/Watch Neg     BBB
Silver Elms CDO plc         A-2          AAA/Watch Neg     AAA
Silver Elms CDO plc         A-3          AAA/Watch Neg     AAA
Silver Elms CDO plc         B            AA/Watch Neg      AA
Silver Elms CDO plc         C            A/Watch Neg       A
Silver Elms CDO plc         D-1          BBB/Watch Neg     BBB
Silver Elms CDO plc         D-2          BBB/Watch Neg     BBB
Squared CDO 2007-1 Ltd.     A-1          AAA/Watch Neg     AAA
Squared CDO 2007-1 Ltd.     A-2a         AAA/Watch Neg     AAA
Squared CDO 2007-1 Ltd.     A-2b         AAA/Watch Neg     AAA
Squared CDO 2007-1 Ltd.     B            AA/Watch Neg      AA
Squared CDO 2007-1 Ltd.     C            A/Watch Neg       A
Squared CDO 2007-1 Ltd.     D            A-/Watch Neg      A-
Squared CDO 2007-1 Ltd.     E            BBB/Watch Neg     BBB
Stillwater ABS CDO 2006-1
Ltd.                        A-3          AAA/Watch Neg     AAA
Stillwater ABS CDO 2006-1
Ltd.                        B            AA/Watch Neg      AA
Stillwater ABS CDO 2006-1
Ltd.                        C            A-/Watch Neg      A-
Stillwater ABS CDO 2006-1
Ltd.                        D            BBB/Watch Neg     BBB
Stockbridge CDO Ltd.        A-3          AA/Watch Neg      AA
Stockbridge CDO Ltd.        B            A-/Watch Neg      A-
Synthetic Residential Asset
Hybrid CDO 2004-10 Ltd.     B            AA/Watch Neg      AA
Synthetic Residential Asset
Hybrid CDO 2004-10 Ltd.     C            A/Watch Neg       A
Synthetic Residential Asset
Hybrid CDO 2004-10 Ltd.     D            BBB/Watch Neg     BBB
TABS 2005-3 Ltd.            A-1          AAA/Watch Neg     AAA
TABS 2005-3 Ltd.            A-2          AAA/Watch Neg     AAA
TABS 2005-3 Ltd.            B            AA/Watch Neg      AA
TABS 2005-3 Ltd.            C            A/Watch Neg       A
TABS 2005-3 Ltd.            D            BBB/Watch Neg     BBB
TAHOMA CDO II Ltd.          A-2          AAA/Watch Neg     AAA
TAHOMA CDO II Ltd.          B            AA/Watch Neg      AA
TAHOMA CDO II Ltd.          C            A/Watch Neg       A
TAHOMA CDO II Ltd.          D            BBB/Watch Neg     BBB
TAHOMA CDO II Ltd.          E            BB+/Watch Neg     BB+
TAHOMA CDO III Ltd.         A-2          AAA/Watch Neg     AAA
TAHOMA CDO III Ltd.         B            AA/Watch Neg      AA
TAHOMA CDO III Ltd.         C            A/Watch Neg       A
TAHOMA CDO III Ltd.         D            BBB/Watch Neg     BBB
Tasman CDO Ltd.             A2           AA/Watch Neg      AA
Tasman CDO Ltd.             A3           A/Watch Neg       A
Tasman CDO Ltd.             B            BBB/Watch Neg     BBB
Tasman CDO Ltd.             C            BB+/Watch Neg     BB+
Western Springs CDO Ltd.    A-2          AAA/Watch Neg     AAA
Western Springs CDO Ltd.    A-3          AAA/Watch Neg     AAA
Western Springs CDO Ltd.    B            AA/Watch Neg      AA
Western Springs CDO Ltd.    C            AA-/Watch Neg     AA-
Western Springs CDO Ltd.    D            A/Watch Neg       A
Western Springs CDO Ltd.    E            BBB/Watch Neg     BBB
Western Springs CDO Ltd.    F            BBB-/Watch Neg    BBB-
Zais Investment Grade Ltd.
IX                          C            A-/Watch Neg      A-
Zais Investment Grade Ltd.
IX                          D            BBB-/Watch Neg    BBB-


* Standard and Poor's Cuts Ratings on 13 Synthetic CDO Tranches
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13 U.S.
synthetic collateralized debt obligation tranches and placed its
ratings on 22 U.S. synthetic CDO tranches on CreditWatch with
negative implications.  At the same time, S&P placed one tranche
rating on CreditWatch with positive implications, and affirmed
eight tranche ratings and removed them from CreditWatch negative.  
In addition, S&P withdrew one tranche rating after the notes were
terminated.
     
The negative CreditWatch placements and downgrades reflect
negative rating migration in the respective portfolios, as well as
synthetic rated overcollateralization ratios that fell below 100%
as of the December month-end run.  The classes with affirmed
ratings had SROCs at 100% at their current rating levels.  The one
rating that S&P placed on CreditWatch positive had an SROC that
was at or above 100% at the next higher rating level.
     
The downgrades of the LBSPK 2007-1 SPC transactions reflect the
direct link that the note ratings have to the rating on Lancer
Funding II Ltd.'s class A1J notes, which were downgraded Jan. 14,
2007, to 'CCC-'.  The rating on these notes remains on creditwatch
negative.
   
                           Ratings List

                      Abacus 2005-1 CB1 Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           E-1                   BBB-            BBB

                        Abacus 2006-8 Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           A-2                   AA-             AA

                       ABSpoke 2005-X Ltd.

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           VFRN                  BBB             BBB+

                Calculus HG CDO Trust Series 2006-1

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           VarDisTrUn            AA-             AA

                Calculus HG CDO Trust Series 2006-2

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           VarDisTrUn            BB+             BBB-

                       Credit Default Swap
     Swap Risk Rating-Protection Buyer, Markov Chain II C

                                       Rating
                                       ------
           Class                 To              From
           -----                 --              ----
           Tranche               A+srb           AA-srb

                         ECO 2007-1 SPC
                         Series 2007-V

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Notes                 BBB/Watch Neg   BBB

                         ECO 2007-1 SPC
                          Series 2007-IV

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Notes                 BBB+/Watch Neg  BBB+

                          ECO 2007-1 SPC
                          Series 2007-III

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Notes                 A/Watch Neg     A

                          ECO 2007-1 SPC
                          Series 2007-II

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Notes                 AA+/Watch Neg   AA+

                         Infiniti SPC Ltd.
                       Series CPORTS 2006-2

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           B-1                   A-/Watch Neg    A-
           B-2                   A-/Watch Neg    A-

                         Infiniti SPC Ltd.
                       Series Solar IV 2007-4

                                         Rating
                                         ------
           Class                 To              From
           -----                 --              ----
           B                     AA              AA/Watch Neg

                       Iridal Public Ltd. Co.
                             Series 5

                                         Rating
                                         ------
           Class                 To              From
           -----                 --              ----
           Cr link Nt            BBB-/Watch Neg  BBB-

                         LBSPK 2007-1 SPC
                        LBSPK 2007-1 SPC I

                                         Rating
                                         ------
           Class                 To              From
           -----                 --              ----
           Notes                 CCC-/Watch Neg  AAA/Watch Neg

                         LBSPK 2007-1 SPC
                        LBSPK 2007-1 SPC II

                                         Rating
                                         ------
           Class                 To              From
           -----                 --              ----
           Notes                 CCC-/Watch Neg  AAA/Watch Neg

                         LBSPK 2007-1 SPC
                       LBSPK 2007-1 SPC III

                                         Rating
                                         ------
           Class                 To              From
           -----                 --              ----
           Notes                 CCC-/Watch Neg  AAA/Watch Neg

                        LBSPK 2007-1 SPC
                       LBSPK 2007-1 SPC IV

                                          Rating
                                          ------
           Class                 To              From
           -----                 --              ----
           Notes                 CCC-/Watch Neg  AAA/Watch Neg

                        LBSPK 2007-1 SPC
                       LBSPK 2007-1 SPC V

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Notes                 CCC-/Watch Neg  AAA/Watch Neg

                    Magnolia Finance II PLC
                            2006-5A

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           A                     AA+             AAA

                    Magnolia Finance II PLC
                         Series 2006-9B

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Notes                 A+              AA-

                        Maple 2004-1789

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           Tranche D             A-              A-/Watch Neg

                   Morgan Stanley ACES SPC
                         Series 2006-7

                                        Rating
                                        ------
           Class                 To              From
           -----                 --              ----
           IIA                   BBB             BBB/Watch Neg

                   Morgan Stanley ACES SPC
                       Series 2006-24

                                         Rating
                                         ------
           Class                 To              From
           -----                 --              ----
           II                    BBB             BBB/Watch Neg

                   Morgan Stanley ACES SPC
                        Series 2007-13

                                         Rating
                                         ------
           Class                 To              From
           -----                 --              ----
           IV                    B+/Watch Neg    B+

                      PARCS Master Trust
                 Series 2007-18 Piedmont Units

                                         Rating
                                         ------
           Class                 To              From
           -----                 --              ----
           Trust Unit            AA              AA/Watch Neg

                      PARCS Master Trust
                 Series 2007-24 SAVOY Units

                                         Rating
                                         ------
           Class                 To              From
           -----                 --              ----
           Units                 AA              AA/Watch Neg

                Primus Managed PRISMs 2004-1 Ltd.
                                     
                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            A-F                   A-/Watch Neg    A-
            B-2L                  BBB/Watch Neg   BBB

                 REPACS Trust Series: CAT 2005-1

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Debt units            A/Watch Neg     A
  
                 REPACS Trust Series Triple M2

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Debt units            AAA/Watch Neg   AAA

                 REPACS Trust Series 2006 Mount Ventoux

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            Debt units            BBB+/Watch Neg  BBB+

                           REVE SPC
                   Dryden XVII Series 2007-1

                                         Rating
                                         ------
            Class                 To              From
            -----                 --              ----
            A Series19            N.R.            AAA

                   Rutland Rated Investments
                    Series Rumson 2007-2 (42)

                                          Rating
                                          ------
            Class                 To              From
            -----                 --              ----
            A1-L1                 AAA/Watch Neg   AAA
   
       Series 2006-1 Segregated Portfolio of Stowe CDO SPC

                                          Rating
                                          ------
            Class                 To              From
            -----                 --              ----
            A                     A               A/Watch Neg

            Strata 2005-19 Limited Floating Rate Notes

                                          Rating
                                          ------
            Class                 To              From
            -----                 --              ----
            FRN                   BBB-/Watch Neg  BBB-

                     STRATA Trust Series 2006-17

                                          Rating
                                          ------
            Class                 To                From
            -----                 --                ----
            Notes                 AA-/Watch Pos     AA-

                     Structured Investment Corp.
                              Series 66

                                          Rating
                                          ------
            Class                 To              From
            -----                 --              ----
            A                     BB              BB/Watch Neg

                         Terra CDO SPC Ltd.
                      2007-1 segregated port

                                          Rating
                                          ------
            Class                 To              From
            -----                 --              ----
            B1                    A-/Watch Neg     A-

TIERS Montana Floating Rate Credit Linked Trust Series 2007-3

                                          Rating
                                          ------
            Class                 To              From
            -----                 --              ----
            Certificate            AA-/Watch Neg   AA-

                     Toronto-Dominion Bank
         CAD 48,031,000 Portfolio Credit Linked Notes

                                          Rating
                                          ------
            Class                 To              From
            -----                 --              ----
            Prt Cr Lnk            BB-/Watch Neg   BB-

                          Tribune Ltd.
                           Series 28

                                           Rating
                                           ------
             Class                 To              From
            -----                 --              ----
            Aspen 2006-1 A-3      A-/Watch Neg    A-

                          Tribune Ltd.
                           Series 39

                                           Rating
                                           ------
            Class                 To              From
            -----                 --              ----
            Tranche               A+/Watch Neg    A+

                            UBS AG
                 $9,000,000 AMP AA CDO 4.5-9.0

                                           Rating
                                           ------
            Class                 To              From
            -----                 --              ----
            Notes                 AA/Watch Neg    AA

                            UBS AG
                 $16,000,000 AMP AA CDO 2.5-4.5

                                           Rating
                                           ------
            Class                 To              From
            -----                 --              ----
            Notes                 A/Watch Neg     A


* Debtwire Unveils 2008 Distressed Debt Outlook for North America
-----------------------------------------------------------------
Debtwire reported the findings of its 2008 Distressed Debt Market
Outlook for North America survey.  The study, published in
conjunction with Bingham McCutchen LLP, FTI Consulting Inc. and
Macquarie Securities (USA) Inc., highlights major issues and
trends facing the North American distressed debt market in 2008
and includes the expectations of market participants.

While most traditional investors look for companies on a growth
track, distressed specialists focus on the darker side of the
economy.  They track industries and corporations that are poised
for collapse or those that have already fallen and are undervalued
as a result.  Nearly three-quarters of respondents said they plan
to place more of their assets in distressed debt in 2008.

Debtwire interviewed 101 of the largest distressed-debt market
participants to gauge their outlook for 2008.  Continued market
decline is one of the major trends of study, with 70 percent of
proprietary trading desks predicting a recession, and none ruling
one out.  Fifty-seven percent of hedge funds said they expect a
recession, and 43 percent of institutional investors agreed.  

"We've already seen a brisk pick-up in the fourth quarter of 2007
of commercial loan and bond restructurings beyond the subprime and
asset-backed defaults we saw all summer," said Michael Reilly, co-
leader of Bingham's Financial Restructuring Practice Group.
"Distressed debt momentum is building rapidly because lenders who
were hammered in the asset-backed markets in 2007 are now forced
to be more conservative in the commercial markets in 2008."

According to Ken Meehan, Editor of Debtwire, North America, "The
days of easy corporate credit and wide-spread issuer friendly
concessions aren't coming back anytime soon.  Refinancing
opportunities and economic growth are both expected to erode in
2008, prompting expectations of a substantial increase in the
amount of capital distressed debt investors plan to allocate to
the asset class.  However, unlike the beginning of past cycles
when distressed securities were abundant and specialized investors
were relatively few, this time around there promises to be much
more competition among a wider pool of prepared professionals."

"The potential fallout from a sustained contraction in corporate
credit markets could be worse than in previous cycles because many
more large U.S. companies have borrowed aggressively and are
financially vulnerable, judging by the overall distribution of
corporate credit ratings and the preponderance of "deep junk"
issuers, commented DeLain Gray, leader of FTI Consulting's
Corporate Finance Practice.  "Borrowers will still have access to
capital, but many of the more highly leveraged credits will be
shut out of traditional borrowing channels. For distressed
investors, such a scenario spells opportunity," adds Gray.

Mick Solimene, Managing Director, Macquarie Securities (USA) Inc.,
added, "There is clearly a sizeable and growing interest in
distressed debt investing going into 2008.  The euphoria we've
seen in the buyout market over the past few years is clearly muted
at the present time.  As the liquidity chill takes longer to thaw,
distressed debt investors will have greater capital to work their
way through an increasing supply of distressed opportunities in
2008."

Among the other survey findings:

   -- The ratings agency predicts a spike in the default rate over
      the next 12 months to 4.2 percent, while  survey
      participants expect a moderate climb, with 39 percent of
      respondents anticipating a default rate between2-3 percent
      by the end of 2008, and 47 percent of respondents expecting
      a 3-4 percent rate.

   -- Three-quarters of those surveyed believe that hedge fund
      liquidations will increase in 2008, with roughly 10 percent
      of respondents to the 2008 Outlook predicting a 50-75
      percent risk of systematic shock, compared to zero in last
      year's study.

   -- Two-thirds of participants picked financial services as one
      of the top three sectors offering the greatest distressed
      investing opportunities in 2008.  Almost three-quarters
      listed first-lien loans among the three most attractive
      instruments for the next year.  Only 17 percent singled out
      the loans as one of the three least attractive investment
      opportunities.

The full survey is available for free at:

             http://ResearchArchives.com/t/s?2709
  
                    About Bingham McCutchen LLP

Bingham McCutchen LLP -- http://www.bingham.com-- is a national  
law firm with global capabilities.  The firm represents clients in
financial restructuring, high-stakes litigation, complex financing
and regulatory matters, government affairs, and a wide variety of
sophisticated corporate and technology transactions.

                         About Macquarie

The Headquartered in Sydney, Australia, Macquarie Group (ASX: MQG)
(Macquarie) is a diversified international provider of banking,
financial, advisory and investment services, with approximately
$200 billion of total assets under management as of Sept. 30,
2007.  Macquarie Group Limited  is a top 20 company listed on the
Australian Securities Exchange with a current market
capitalization of over $19 billion.

Macquarie has been active in the Americas for over a decade,
establishing its first office in New York in 1994.  Macquarie has
more than 1,500 staff in 25 locations in North and South America.  
Macquarie continues to grow its North and South American
activities by expanding existing businesses, forming joint
ventures with local partners and making niche acquisitions

                       About FTI Consulting   

FTI Consulting (NYSE: FCN) -- http://www.fticonsulting.com/-- is  
a global business advisory firm dedicated to helping organizations
protect and enhance enterprise value in an increasingly complex
legal, regulatory and economic environment.  With more than 2,400
professionals located in most major business centers in the world,
we work closely with clients every day to anticipate, illuminate,
and overcome complex business challenges in areas such as
investigations, litigation, mergers and acquisitions, regulatory
issues, reputation management and restructuring.

                         About Debtwire

Debtwire -- http://www.debtwire.com-- publishes real-time news  
and data for financial professionals in the distressed debt and
leveraged finance markets across the world.  Debtwire is part of
the Mergermarket Group which has more than 400 employees worldwide
and regional head offices in New York, London and Hong Kong.

The Mergermarket Group -- http://www.mergermarket.com-- is a  
division of the Financial Times Group, publisher of the Financial
Times newspaper, FT.com, Expansion and FT Deutschland.  The FT
Group is a division of Pearson plc, the international media group.


* Delaware Bankruptcy Court is Preferred "Emergency Room"
---------------------------------------------------------
Troubled companies continue to prefer the U.S. Bankruptcy Court
for the District of Delaware as their venue for filing
bankruptcies, Maureen Milford writes for The News Journal.

Almost 80% of large companies ending in bankruptcy filed in
Wilmington, Delaware last year, News Journal relates, citing data
compilation of Prof. Lynn LoPucki at UCLA School of Law.

Among the large, public companies that filed in Delaware are
American Home Mortgage Investment Corp. and New Century Financial
Corp., and Tweeter Home Entertainment Group Inc., AP notes.

According to experts, the surge of large cases in Delaware is due
to the four judges added in 2006, which allowed the state to
become "Bankruptcy Capital" again, AP says.

Bankruptcy Court Clerk at Delaware, David Bird, told AP that
filings in 2007 went up from 179 to 220, a 23% increase, in which
most of the filings were "mega-cases" done in the later part of
the year.  The surge of bankruptcy filings in Delaware is
continuing in 2008, Mr. Bird told AP.

Bankruptcies provide at least $50 million every year to the
treasury of Delaware, AP reveals.

Currently, the state has about 200 lawyers and six judges in place
to attend to the anticipated flood of bankruptcies brought by the
financial crunch, AP reports.

These data indicate that Delaware being the Bankruptcy Capital "is
both permanent and complete," AP adds, citing Prof. LoPucki.


* Mortgage Values in Colorado Would Have Cost More, Bankers Say
---------------------------------------------------------------
A bankers group based in Washington, D.C. said that the new
bankruptcy law passed in 2007 would have made mortgage values in
Colorado higher by $2,204, if it was passed in 2006, the Denver
Business Journal reports.

The Mortgage Bankers Association warned that the Emergency Home
Ownership and Mortgage Equity Protection Act of 2007 (HR 3609),
which would give bankruptcy judges the power to change home
mortgage values, could in fact, create more difficulty on the home
buyers' part, the Journal reports.  The MBA explained that as
Congress gives more authority to federal judges in dictating home
prices, homebuilders could express uncertainty over home values,
and would try to raise downpayments, interest rates, and closing
payments on home mortgages, says the Journal.

"Congress is, quite laudably, attempting to help consumers who
face difficulties paying their mortgages... but this law will,
ironically, create future difficulties by increasing mortgage
costs," MBA Chairman-elect David Kittle told the Journal.  He
further said that Congress should work to provide uniform
protection to consumers and not to make laws to increase mortgage
expenses.


* Rockford Area's Bankruptcy Filings Up by 20% in 2007
------------------------------------------------------
Rockford, Illinois experienced a 20% climb in its bankruptcy
filings in 2007, Alex Gary of BusinessRockford.com reports.

According to Heidi Berardi, an education director at a Rockford
counseling service, most of Rockford bankruptcies have always been
caused by medical debts, says BusinessRockford.  But now, she
relates, bankruptcy filings caused by home mortgage issues appear
to be the trend in 2007.

Bankruptcy filings surged in 2005 before the Bankruptcy Abuse
Prevention and Consumer Protection Act was ratified.

Berardi told BusinessRockford that the 22.8% increase in
bankruptcy filings was still a bit "misleading".  Bankruptcy
filings in 2007 had "caught up", in that there was a low rate of
filings in 2006 following the new law, Berardi implied to
BusinessRockford.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Beyond Imagination, Inc.
   Bankr. N.D. Ala. Case No. 08-40027
      Chapter 11 Petition filed January 8, 2008
         See http://bankrupt.com/misc/alnb08-40027.pdf

In Re H.H.B.T., Inc.
   Bankr. D. Mass. Case No. 08-10157
      Chapter 11 Petition filed January 8, 2008
         See http://bankrupt.com/misc/mab08-10157.pdf

In Re L.&Y. Trucking, Inc.
   Bankr. S.D. Ala. Case No. 08-10073
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/alsb08-10073.pdf

In Re S.A. Management Service, Inc.
   Bankr. M.D. Fla. Case No. 08-00154
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/flmb08-00154.pdf

In Re P.S.F.C., L.L.C.
   Bankr. D. Md. Case No. 08-10405
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/mdb08-10405.pdf

In Re Deangelis Brothers, Inc.
   Bankr. E.D. N.C. Case No. 08-00169
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/nceb08-00169.pdf

In Re Hudson Burrito Corp.
   Bankr. S.D. N.Y. Case No. 08-10051
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/nysb08-10051.pdf

In Re Institut Sportswear, Inc.
   Bankr. S.D. N.Y. Case No. 08-10059
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/nysb08-10059.pdf

In Re Paul Bartok
   Bankr. W.D. Penn. Case No. 08-20174
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/pawb08-20174.pdf

In Re Jorge C. Zamora-Quezada
   Bankr. S.D. Tex. Case No. 08-70008
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/txsb08-70008.pdf

In Re Clark Contracting Services, Inc.
   Bankr. W.D. Tex. Case No. 08-50046
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/txwb08-50046.pdf

In Re Habitex, Inc.
   Bankr. W.D. Tex. Case No. 08-50047
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/txwb08-50047.pdf

In Re Venus Day Spa
   Bankr. E.D. Va. Case No. 08-10096
      Chapter 11 Petition filed January 9, 2008
         See http://bankrupt.com/misc/vaeb08-10096.pdf

In Re Discount Medical Supply of Florida, Inc.
   Bankr. M.D. Fla. Case No. 08-00295
      Chapter 11 Petition filed January 10, 2008
         See http://bankrupt.com/misc/flmb08-00295.pdf

In Re Family Security Door & Window, Inc.
   Bankr. N.D. Ill. Case No. 08-00502
      Chapter 11 Petition filed January 10, 2008
         See http://bankrupt.com/misc/ilnb08-00502.pdf

In Re Delmar Restaurant, Inc.
   Bankr. E.D. Mich. Case No. 08-40569
      Chapter 11 Petition filed January 10, 2008
         See http://bankrupt.com/misc/mieb08-40569.pdf

In Re T.M.R.J., Inc.
   Bankr. D. Nev. Case No. 08-10194
      Chapter 11 Petition filed January 10, 2008
         See http://bankrupt.com/misc/nvb08-10194.pdf

In Re J.W.A.E. Management, L.L.C.
   Bankr. C.D. Calif. Case No. 08-10427
      Chapter 11 Petition filed January 10, 2008
         Filed as Pro Se

In Re R.T.A. Home and Office, Inc.
   Bankr. W.D. Mo. Case No. 08-60034
      Chapter 11 Petition filed January 11, 2008
         See http://bankrupt.com/misc/miwb08-60034.pdf

In Re L.M.B. Enterprises
   Bankr. D. N.M. Case No. 08-10075
      Chapter 11 Petition filed January 11, 2008
         See http://bankrupt.com/misc/nmb08-10075.pdf

In Re 531 Franklin Street Revocable Trust
   Bankr. W.D. N.Y. Case No. 08-10118
      Chapter 11 Petition filed January 11, 2008
         See http://bankrupt.com/misc/nywb08-10118.pdf

In Re Tremont Land Co., Ltd.
   Bankr. N.D. Ohio Case No. 08-10188
      Chapter 11 Petition filed January 11, 2008
         See http://bankrupt.com/misc/ohnb08-10188.pdf

In Re Roundhouse Enterprises
   Bankr. E.D. Penn. Case No. 08-20061
      Chapter 11 Petition filed January 11, 2008
         See http://bankrupt.com/misc/paeb08-20061.pdf

In Re Funny Bone Comedy Club of Boise, L.L.C.
   Bankr. D. Idaho Case No. 08-00053
      Chapter 11 Petition filed January 11, 2008
         Filed as Pro Se

In Re Investors Property Corp.
   Bankr. M.D. Fla. Case No. 08-00156
      Chapter 11 Petition filed January 11, 2008
         Filed as Pro Se

In Re Smoky Mountain Cabins, L.L.C.
   Bankr. E.D. Tenn. Case No. 08-30131
      Chapter 11 Petition filed January 11, 2008
         See http://bankrupt.com/misc/tneb08-30131.pdf

In Re Harvey Contractors, L.L.C.
   Bankr. M.D. Tenn. Case No. 08-00212
      Chapter 11 Petition filed January 11, 2008
         See http://bankrupt.com/misc/tnmb08-00212.pdf

In Re Learning T.R.A.C., L.L.C.
   Bankr. E.D. Va. Case No. 08-10150
      Chapter 11 Petition filed January 12, 2008
         See http://bankrupt.com/misc/vaeb08-10150.pdf

In Re Robert Ramp Diesel Service, Inc.
   Bankr. D. N.J. Case No. 08-10568
      Chapter 11 Petition filed January 13, 2008
         See http://bankrupt.com/misc/njb08-10568.pdf

In Re Douglas William Begg
   Bankr. W.D. Wash. Case No. 08-10155
      Chapter 11 Petition filed January 13, 2008
         See http://bankrupt.com/misc/wawb08-10155.pdf

In Re Rolling, Inc.
   Bankr. N.D. Ala. Case No. 08-80102
      Chapter 11 Petition filed January 14, 2008
         See http://bankrupt.com/misc/alnb08-80102.pdf

In Re Sunrise Pools & Spas, Inc.
   Bankr. M.D. Penn. Case No. 08-50079
      Chapter 11 Petition filed January 14, 2008
         See http://bankrupt.com/misc/pamb08-50079.pdf

In Re Ronald Brooks Miller
   Bankr. E.D. Calif. Case No. 08-20436
      Chapter 11 Petition filed January 14, 2008
         Filed as Pro Se

In Re North Shore Tanning, L.L.C.
   Bankr. M.D. Fla. Case No. 08-00451
      Chapter 11 Petition filed January 15, 2008
         See http://bankrupt.com/misc/flmb08-00451.pdf

In Re Stanula & Sons Building Management
   Bankr. N.D. Ill. Case No. 08-70099
      Chapter 11 Petition filed January 15, 2008
         See http://bankrupt.com/misc/ilnb08-70099.pdf

In Re Malbern Holding Corp.
   Bankr. E.D. N.Y. Case No. 08-70197
      Chapter 11 Petition filed January 15, 2008
         See http://bankrupt.com/misc/nyeb08-70197.pdf

In Re R.R.G. Cleaners, Inc.
   Bankr. E.D. Penn. Case No. 08-10344
      Chapter 11 Petition filed January 15, 2008
         See http://bankrupt.com/misc/paeb08-10344.pdf

In Re Teraca Corp.
   Bankr. D. Colo. Case No. 08-10415
      Chapter 11 Petition filed January 15, 2008
         Filed as Pro Se

In Re Springs Ranch, L.L.C.
   Bankr. E.D. Calif. Case No. 08-20454
      Chapter 11 Petition filed January 15, 2008
         Filed as Pro Se

In Re Al's Commercial Cleaning, Inc.
   Bankr. E.D. Va. Case No. 08-70136
      Chapter 11 Petition filed January 15, 2008
         See http://bankrupt.com/misc/vaeb08-70136.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, 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.

                    *** End of Transmission ***