TCR_Public/080122.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, January 22, 2008, Vol. 12, No. 18

                             Headlines


ACA CAPITAL: Obtains February 19 Waiver from Lenders
ALLENTOWN AREA: Heavy Losses Cue S&P to Cut Rating to BB-
AMBAC ASSURANCE: Botched Equity Offering Cues S&P's Negative Watch
ARROW ELECTRONICS: Acquiring Indian Distribution Business Assets
ASARCO LLC: Asarco Inc. Wants Chapter 11 Examiner Appointed

ASARCO LLC: Wants Action Removal Period Extended Until June 13
ASARCO LLC: Seeks April 11 Extension of Plan-Filing Period
AVNET INC: Signs Definitive Pact Acquiring Azzurri Tech
BARNERT HOSPITAL: Has Until April 11 to File Chapter 11 Plan
BIOMET INC: Earn $89 Million in Second Quarter Ended November 30

BASIS YIELD: Judge Gerber Denies Recognition Under Chapter 15
BEAR STEARNS: Fitch Holds 'B-' Rating on $10.8MM Class K Certs.
BEAR STEARNS: Limited Paydown Cues Fitch to Affirm Ratings
BENCHMARK ELECTRONICS: Earns $22 Million in 2007 Third Quarter
BOMBARDIER INC: $1BB Debt Redemption Cues Fitch to Lift Ratings

BRUTI ASSOCIATES: Case Summary & 19 Largest Unsecured Creditors
BUFFETS HOLDINGS: Board Vice-Chairman Roe H. Hatlen Resigns
C AND C PROP: Court Approves Adequacy of Disclosure Statement
C-BASS MORTGAGE: S&P Junks Ratings on Four Certificate Classes
CABELA'S CREDIT: Fitch Rates $11.25MM Class D Notes at BB+

CARRINGTON MORTGAGE: S&P Junks Ratings on Two Classes from 'B'
CHEC LOAN: S&P Junks Rating on Class B-2 Securities From 'BB'
CLAYMONT STEEL: Evraz Completes Tender Offer for Common Stock
CONCORD RE: S&P Withdraws BB+ Rating on $365 Million Bank Loan
CONGOLEUM CORP: Sept. 30 Balance Sheet Upside-Down by $44.9 Mil.

CONTINENTAL AIRLINES: Reports 2007 Pre-Tax Income of $566 Million
CORNERSTONE FIN'L: Case Summary & Ten Largest Unsecured Creditors
COUNTRYWIDE FINANCIAL: Inks 4th Amendment to Restated Rights Pact
CREDIT SUISSE: S&P Cuts Certificate Rating to B on Recent Losses
DAVID FLANAGAN: Voluntary Chapter 11 Case Summary

DAVID HURT: Voluntary Chapter 11 Case Summary
DAVID PIERCE: Case Summary & 20 Largest Unsecured Creditors
DELPHINUS CDO: Moody's Junks Rating on $48 Mil. Notes from Ba2
DOWNTOWN NORTH: Case Summary & 20 Largest Unsecured Creditors
DURA AUTOMOTIVE: Wants to Assume GM Component Supply Agreement

ECHOSTAR COMMS: S&P Maintains 'BB-' Corporate Credit Rating
ECOMARES INC: Chapter 15 Petition Summary
ELWOOD ENERGY: S&P Lifts Rating on $402 Mil. 2026 Bonds to 'BB'
EMI GROUP: Terra Firma Outlines Restructuring Plan
ENECO INC: Case Summary & 20 Largest Unsecured Creditors

ERIE BAY: Case Summary & 17 Largest Unsecured Creditors
EUROFRESH INC: S&P Cuts Ratings to 'D' on Missed Interest Payment
FEDDERS CORP: Completes $7.5 Million Sale of Affiliate's Assets
FEDDERS CORP: Sells Eubank Coil to National Oil for $2.3 Million
FEDDERS CORP: Unsecured Creditors Want to Sue Insiders & Lenders

FLEXTRONICS INTERNATIONAL: Dr. Willy Shih Joins Board of Directors
GCI INC: Earns $2.2 Million in Third Quarter Ended Sept. 30
GS MORTGAGE: Fitch Junks Ratings on Four Certificate Classes
HARRAH'S ENT: Fitch Withdraws 'BB+' Issuer Default Rating
HOFF JEWELERS: Case Summary & 20 Largest Unsecured Creditors

HOVNANIAN ENT: Fitch Lowers Issuer Default Rating to B- from BB-
HYDROCHEM INDUSTRIAL: S&P Withdraws 'B' Corporate Credit Rating
INDYMAC RESIDENTIAL: Expected Losses Cue Fitch to Junk Ratings
INTERSTATE BAKERIES: Yucaipa Disapproves Disclosure Statement
JP MORGAN: Fitch Downgrades Ratings on 25 Certificate Classes

JP MORGAN: Fitch Junks Ratings on Two Certificate Classes
KORYN ROLSTAD: Case Summary & Five Largest Unsecured Creditors
LEISURE LIVING: Case Summary & 11 Largest Unsecured Creditors
LENNAR CORP: Names Sherrill Hudson as Board Independent Member
LONG BEACH MORTGAGE: Moody's Downgrades and Reviews 18 Ratings

MASHANTUCKET PEQUOT: Moody's May Downgrade Ba1 Note Rating
MASTR ADJUSTABLE: Class B-5 Obtains S&P's Junk Rating from 'B'
MERRILL LYNCH: Moody's Junks "B1" Rating on Class B-1 Debentures
MERRILL LYNCH: Moody's Reviews Ba1 Rating for Likely Downgrade
MUSICLAND HOLDING: Parties Extend Trade Claims Filing to Feb. 29

MZT HOLDINGS: Files Certificate of Dissolution in Delaware
NACIO SYSTEMS: Voluntary Chapter 11 Case Summary
OAK MESA: Case Summary & Eight Largest Unsecured Creditors
OWNIT MORTGAGE: Court Confirms Third Amended Liquidation Plan
PEP BOYS: Moody's Puts All Ratings Under Review for Possible Cuts

PETRO ACQUISITIONS: Voluntary Chapter 11 Case Summary
PINE RIVER: Court Confirms Chapter 11 Plan of Liquidation
QUEBECOR WORLD: Files for Chapter 11 Protection in Manhattan
QUEBECOR WORLD: Case Summary & 57 Largest Unsecured Creditors
QUEST TRUST: Poor Credit Support Spurs S&P's Ratings Downgrade

R-G CROWN: Fitch Lifts Ratings on Completed FITB Merger Deal
RBSGC MORTGAGE: Fitch Affirms 'B' Rating on Class 3-B-5 Certs.
REGAL ENT: Inks $210MM Merger Deal With Consolidated Theatres
REGAL ENTERTAINMENT: $210 Mil. Deal Won't Affect S&P's Rating
RITCHIE MULTI-STRATEGY: Wants Involuntary Petition Dismissed

SEA CONTAINERS: Wants SC Iberia and YMCL Guarantees Approved
SIERRA TIMESHARE: Moody's Puts Ba2 Final Rating on Class B Notes
SPIRIT AEROSYSTEMS HOLDINGS: Earns $83.6 Million in 2007 3rd Qtr.
SRG 457: Voluntary Chapter 11 Case Summary
STUDENT FINANCE: Ch. 7 Trustee Balks at Claims Totaling $1 Billion

TRIGEM COMPUTER: Representative Files 6th Section 1518(1) Report
WALTERS OIL: Case Summary & 19 Largest Unsecured Creditors
WASHINGTON MUTUAL: Moody's Ratings Unmoved by $1.9 Bil. Losses
WCI COMMUNITIES: S&P's CCC Rating Unaffected by Loan Amendments
WELLS FARGO: Fitch Junks Rating on Class B-5 Certificates

XYIENCE INC: Case Summary & 20 Largest Unsecured Creditors

* Fitch Cuts Ratings on 28 CLO Tranches and Puts on Neg. Watch
* Fitch Says Extended Buybacks May Increase M&A for Oil Majors

* Large Companies with Insolvent Balance Sheet


                             *********

ACA CAPITAL: Obtains February 19 Waiver from Lenders
----------------------------------------------------
ACA Capital Holdings, Inc. has entered into a second forbearance
agreement with its structured credit and other similarly situated
counterparties.

Under the agreement, the counterparties have waived all collateral
posting requirements, termination rights and policy claims
relating to the rating of ACA Financial Guaranty Corporation, ACA
Capital's financial guaranty insurance subsidiary, under their
respective transaction documents including any credit support
annexes and similar agreements.

The forbearance will remain effective through Feb. 19, 2008, at
11:59 p.m. (New York City local time).  The company has reached an
additional short-term agreement with its counterparties and
continues to work closely with them to develop a permanent
solution to stabilize its capital position.

                        About ACA Capital

ACA Capital Holdings Inc. (NYSE: ACA) (OTC BB: ACAH.PK) --
http://www.aca.com/-- is a holding company that provides
financial guaranty insurance products to participants in the
global credit derivatives markets, structured finance capital
markets and municipal finance capital markets.  It also provides
asset management services to specific segments of the structured
finance capital markets.  The company participates in its target
markets both as a provider of credit protection through the sale
of financial guaranty insurance products, for risk-based revenues,
and as an asset manager, for fee-based revenues.  ACA Capital has
offices in New York, London, and Singapore.

ACA Capital, through ACA Financial Guaranty Corporation, provides
credit protection products.  ACA Financial insures the principal
and interest of bonds issued in the public finance market and
targets the low investment grade ("BBB-") to high non-investment
grade ("BB") portion of the public finance market.  Typically,
ACA Financial is paid one payment for insurance, up-front, based
on the total amount of principal and interest insured.  The
payments received are held in reserve and earn out over the life
of the related financial guaranty, nominally 30 years.  At
Sept. 30, 2007, ACA Financial had $7.0 billion of gross par
exposure in its public finance business.

                          *     *     *

ACA Capital's balance sheet as of Sept. 30, 2007, showed total
assets of $4.9 billion, total liabilities of $5.8 billion, and
minority interest of $9.5 million, resulting in total
stockholders' deficit of $883.3 million.


ALLENTOWN AREA: Heavy Losses Cue S&P to Cut Rating to BB-
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Allentown
Area Hospital Authority, Pennsylvania's series 2005 hospital and
series 1998A-B bonds revenue bonds, issued for Sacred Heart
Hospital of Allentown, to 'BB-' from 'BB+', reflecting significant
operating losses, excluding investment income, grants, and
contributions over the past several years that have been well
below management's budgeted expectations for each year.  The
outlook is stable.

"To achieve a higher rating, Sacred Heart will need to demonstrate
a trend of improved financial performance across the system, and
more specifically at the hospital and with its employed
physicians," said Standard & Poor's credit analyst Jennifer Soule.
"It would be challenging for Sacred Heart to reach an investment-
grade rating over the next one to two years, given current market
dynamics and the organization's limited financial flexibility."

The 'BB-' reflects Sacred Heart's modest improvement in fiscal
2007 results that was not as strong as management's original
projections, and this trend continues through the first four
months of fiscal 2008 ended Oct. 31, 2007; and management's
various changes throughout the system in recent months,
including the closure of the hospital's open heart program, which
it expects to provide cost savings; however, S&P believes that it
will be difficult for the organization to realize its projected
operating results in fiscal 2008.  The rating also reflects a
highly competitive marketplace where two larger health systems are
a major presence, although Sacred Heart continues to work in
collaboration with each entity where plausible.

A lower rating is precluded by an adequate and stable balance
sheet for the rating category, characterized by 76 days' cash on
hand, a 52.6% debt-to-capitalization ratio, and a 50.8% cash-to-
debt ratio.

The lowered rating affects about $41.8 million in rated debt.


AMBAC ASSURANCE: Botched Equity Offering Cues S&P's Negative Watch
------------------------------------------------------------------

Standard & Poor's Ratings Services placed Ambac Assurance Corp.'s
financial strength, financial enhancement, and issuer credit
ratings and Ambac Financial Group Inc.'s senior unsecured, issuer
credit, and hybrid security ratings on CreditWatch with negative
implications.

At the same time, Standard & Poor's placed the preferred stock
ratings of the committed capital facilities supported by, and for
the benefit of, Ambac on CreditWatch with negative implications.

The rating actions follow Ambac Financial Group's announcement
that it is not proceeding with a planned $1.0 billion equity
offering due to market conditions.  Based on the results of S&P's
latest stress test, published on Jan. 17, Standard & Poor's
identified a capital shortfall of approximately $400 million in
new capital in applying S&P's ratings criteria.   In S&P's
opinion, the decision not to proceed with the equity offering is
symptomatic of an environment in which Ambac's capital-raising
options are impaired.  At the same time, the amount of additional
capital that Ambac may need to sustain S&P's view of the current
ratings could continue to increase, reflecting the uncertainty
surrounding the ultimate levels of subprime and other mortgage-
related losses.  Ambac continues to explore capital-raising
options, but it is increasingly uncertain whether it can implement
any of these over the near term.  To the extent that Ambac is
unable to raise sufficient capital over the near term in relation
to its increased capital needs, these ratings could be lowered.


ARROW ELECTRONICS: Acquiring Indian Distribution Business Assets
----------------------------------------------------------------
Arrow Electronics Inc. agreed to acquire all of the assets
related to the franchise components distribution business of
Hynetic Electronics and Shreyanics Electronics in India,
effective Jan. 1, 2008.  Privately owned, Hynetic Electronics
and Shreyanics Electronics are leading electronic component
distributors in India.

"I am delighted to add the components distribution business of
Hynetic to our expanding franchise in the Asia Pac region,
further strengthening our leadership position in the fast-
growing Indian marketplace.  The Hynetic business is similar to
Arrow's, with its demand-creation business model and strong
engineering capabilities, and we anticipate meaningful synergies
between our two businesses.  Hynetic's complementary linecard
and experienced sales professionals will allow us to expand our
product portfolio and offer improved services and support to our
business partners," said Michael J. Long, president of Arrow
Global Components.

"This acquisition will be beneficial to Arrow, with an expanded
customer base focusing on the rapidly growing small- and medium-
sized market and additional strategic product lines, which are
critical for Arrow to further expand market share in India.  At
the same time, Hynetic's customers and suppliers gain instant
access to Arrow's specialized expertise, technical resources,
supply chain solutions and extensive logistics capabilities,"
said Peter Kong, president of Arrow Asia Pacific.

                     About Arrow Electronics

Headquartered in Melville, New York, Arrow Electronics Inc.
-- http://www.arrow.com/-- provides products, services and
solutions to industrial and commercial users of electronic
components and computer products.   Arrow serves as a supply
channel partner for nearly 600 suppliers and more than 130,000
original equipment manufacturers, contract manufacturers and
commercial customers through a global network of over 270
locations in 53 countries and territories.

The company operates in France, Spain, Portugal, Denmark,
Estonia, Finland, Ireland, Latvia, Lithuania, Norway, Sweden,
Italy, Germany, Austria, Switzerland, Belgium, the Netherlands,
United Kingdom, Argentina, Brazil, Mexico, Australia, China,
Hong Kong, Korea, Philippines and Singapore.

                        *     *     *

Arrow Electronics senior subordinated stock continues to carry
Moody's Investors Service's Ba1 rating.  The company's senior
preferred stock is rated at Ba2.


ASARCO LLC: Asarco Inc. Wants Chapter 11 Examiner Appointed
-----------------------------------------------------------
Asarco Incorporated, the 100% equity holder of ASARCO LLC and its
debtor-affiliates, asks the U.S. Bankruptcy Court for the Southern
District of Texas to appoint an examiner to:

   (a) investigate the facts and circumstances surrounding the
       good faith of the ongoing negotiations among the Debtors
       and certain other constituents with respect to the terms
       of the future plan of reorganization for the Debtors;

   (b) determine the value of the Debtors;

   (c) investigate the good faith of the settlements of claims
       reached among the Debtors, the asbestos claimants and the
       United States Department of Justice with respect to
       asbestos and environmental claims asserted against the
       Debtors; and

   (d) investigate whether ASARCO LLC has fulfilled its fiduciary
       duties to its parent company, Asarco Inc.

Charles A. Beckham, Jr., Esq., at Haynes and Boone, LLP, in
Houston, Texas, points out certain issues that he thinks creates
a "disturbing picture," not only as to whether the Debtors
fulfilled their fiduciary duties, settled claims in good faith,
and entered into appropriate plan negotiations, but also as to
whether they have fulfilled their responsibilities to the Court.

He alleges that Asarco LLC is hiding "crucial information
regarding claims and valuation."  He relates that in November
2007, ASARCO LLC's counsel has led the Court to believe that the
company did not have an estimate of claims or a valuation
analysis, and yet, ASARCO LLC, in December, presented claims
analysis and valuation reports at the the fraudulent complaint
litigation against Americas Mining Corporation in the U.S.
District Court for the Southern District of Texas, Brownsville
Division.

Mr. Beckham says the claims analysis report was prepared by
AlixPartners and the valuation report was prepared by Lehman
Brothers, Inc.  Those reports, however, were subject to
confidentiality agreements and thus, were not publicly available,
he tells the Court.

"The lack of candor by the Debtors' professionals is symptomatic
of a 'win at all costs' approach to disenfranchising the Parent,
and calls into question the good faith of the Debtors' actions,
he asserts.

Mr. Beckham asserts that an examiner will probe into whether
ASARCO LLC's board of directors breached their fiduciary duties
by refusing to substantively respond to the stand-alone
reorganization plan, which intends to pay 100% to creditors, that
Asarco Inc. proposed in 2007.

In addition, the examiner will investigate ASARCO LLC's good
faith intention in entering into settlements.  Mr. Beckham
discloses that ASARCO LLC has agreed to a settlement of its
derivative asbestos liabilities for a multiple of its own
expert's maximum liability estimate -- without even contesting
the issue of its liability under a corporate-veil-piercing theory
for the liabilities of its subsidiaries.

Mr. Beckham asserts that appointment of an examiner is mandated
by Section 1104(c)(2) of the Bankruptcy Code, on the request of a
party-in-interest when a debtor's fixed, liquidated unsecured
debts, other than debts for goods, services, or taxes, owing to
an insider, exceed $5,000,000.  ASARCO LLC has stated, in its
Chapter 11 Petition, that its has at least $440,000,000 of those
debts, he notes.

Asarco Inc. thus asks the Court to afford any examiner a broad
mandate.  The examiner should be empowered to provide an
independent investigation of ASARCO LLC's conduct and should be
allowed to begin an investigation as soon as possible,
Mr. Beckham asserts.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors seek to extend their exclusive period to file a plan
of reorganization to April 11, 2008.  (ASARCO Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants Action Removal Period Extended Until June 13
--------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to extend, until June 13, 2008,
the period wherein they can remove civil actions.

The Debtors said they need more time to review their civil
lawsuits to determine whether those lawsuits should be removed.
They elaborate that they are parties in myriad lawsuits in
various states and federal courts and that those lawsuits are
complex and may require individual analysis.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors seek to extend their exclusive period to file a plan
of reorganization to April 11, 2008.  (ASARCO Bankruptcy News,
Issue No. 63; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Seeks April 11 Extension of Plan-Filing Period
----------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to further extend, until
April 11, 2008, the exclusive period wherein they may file a
Chapter 11 plan of reorganization.

Additionally, the Debtors ask the Court to set June 13, 2008 as
the deadline for them to solicit acceptances of that plan.

The Debtors' current exclusive plan filing period is set to
expire on February 11.

The Debtors assert that extension of their exclusive periods is
warranted.  The Debtors need more time to reach a definitive
agreement with two of their largest creditor groups -- the
environmental and asbestos claimants -- on the terms of a
consensual reorganization plan, and the process and procedures
for selecting a Chapter 11 plan sponsor, James R. Prince, Esq.,
at Baker Botts, L.L.P., in Dallas, Texas, tells the Court.

He relates that the Debtors, the Official Committee of Unsecured
Creditors for the Asbestos Subsidiary Debtors, Robert C. Pate,
the Court-appointed future claims representative, and the U.S.
Department of Justice, have started engaging in mediations
and negotiations in October 2007 regarding the resolution of
environmental and asbestos claims filed against the Debtors.

As of Jan. 18, 2008, the Debtors have concluded environmental
mediation and submitted settlements with respect to 19 out of the
21 environmental sites they own.  Mediation on two sites -- the
East Helena and U.S. Section, International Boundary and Water
Commission sites -- will continue until the parties have reached
a settlement, Mr. Prince says.

As for the asbestos claims, Mr. Prince relates that mediation
and presentation of expert reports and evidence are underway.
The Debtors and the asbestos parties are on the process of
entering into a global settlement but that settlement has not
been finalized, he says.  Judge Elizabeth Magner, the
Court-appointed asbestos claims mediator, will continue mediation
on the asbestos claims on January 24, 2008.

Mr. Prince adds that the Debtors are finalizing the terms of
several settlement agreements with claimants alleging toxic tort
damages unrelated to asbestos.

He further asserts that the Debtors need the deadline extension
to continue their litigation relating to avoidance action
complaints that if successful, will result in substantial
recovery for the Debtors.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).  (ASARCO Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


AVNET INC: Signs Definitive Pact Acquiring Azzurri Tech
-------------------------------------------------------
Avnet Inc. has entered into a definitive agreement to acquire
the U.K.-based distributor Azzurri Technology Ltd.  Azzurri is one
of Europe's leading design distributors of high technology
semiconductors and embedded systems products.  The closing of
the transaction is subject to customary regulatory approval and
other closing conditions. Upon closing, Azzurri will be
integrated into Avnet Electronics Marketing EMEA primarily
within the Avnet Memec specialist division.

Azzurri has been in business for more than ten years and has
operations in the UK, Germany, France and Italy.  Its annual
revenue is approximately $100 million and it employs about 80
people.  Azzurri has established a first class reputation for
introducing leading technology products into the European
electronics market.  Azzurri is focused on a small number of
franchised suppliers with the prime objective of assisting
customers with the design-in of complex semiconductors and sub-
system level solutions.

Harley Feldberg, president of Avnet Electronics Marketing,
commented, "Adding Azzurri's design and engineering expertise to
our European team will enhance Avnet Memec's position as the
leading pan-European specialist distributor and will benefit
both customers and suppliers alike.  The acquisition will add
new semiconductor suppliers to Avnet Memec's breadth of product
offerings in microprocessors, microcontrollers and analog
components and expands our presence in Europe's largest
markets."

"Design-in distribution with exceptional service to our
customers and suppliers is the foundation of our company," said
Mike Carlucci, Azzurri's president and CEO.  "Avnet Memec has a
similar approach to the marketplace and that is why the
strategic fit is so strong.  Both companies have much to
gain from working together and merging them will bring many
benefits to employees, suppliers and customers," added Mr.
Carlucci.

With the addition of Mr. Azzurri, Avnet Memec will add talented
employees in several important markets and increase its revenue
base over 40%.  The combined organization's strength in
engineering will be complemented by Avnet's world-class supply
chain management and logistics capabilities.  The transaction is
expected to be immediately accretive to earnings, excluding
minimal integration charges, and supports Avnet's long-term
return on capital goals.

The two organizations share the same market approach, have
complementary line cards and put design and engineering
expertise at the core of their value proposition for customers
and suppliers.  Steve Haynes, president of Avnet Memec EMEA
stated, "I am enthusiastic about this acquisition, not just
because it creates an opportunity to broaden our presence within
our customer base, but also because Azzurri is the ideal match
to Avnet Memec."

                         About Avnet Inc.

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

                           *     *     *

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


BARNERT HOSPITAL: Has Until April 11 to File Chapter 11 Plan
------------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
further extended Nathan and Miriam Barnert Memorial Hospital
Association dba Barnert Hospital's exclusive periods to:

   a) file a plan from Dec. 13, 2007, until April 11, 2008; and

   b) solicit acceptances of that plan from Feb. 11, 2008, until
      June 10, 2008.

As reported in the Troubled Company Reporter on Dec. 19, 2007, the
Debtor told the Court that it needs additional time to complete
negotiations with creditors and prospective buyers in connection
with a sale of the Debtor's assets.

"If such negotiations come to fruition, the Debtor will require
time to prepare and file pleadings to proceed with a court-
approved auction and sale of assets," David J. Adler, Esq., at
McCarter & English LLP said.

In addition, the Debtor told the Court that the sale of
substantially all of its assets, which is pending before the
Court, is necessary in the formulation of a plan of reorganization
as well as in its exit from Chapter 11.

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, owns and operates a 256 bed general acute
care community hospital located at 680 Broadway in Paterson,
New Jersey.  The company filed for chapter 11 protection on
Aug. 15, 2007 (Bankr. D. N.J. Case No. 07-21631).  David J. Adler,
Esq., at McCarter & English, LLP, represents the Debtor in its
restructuring efforts.  Warren J. Martin Jr., Esq. and John S.
Mairo, Esq., at Porzio Bromberg & Newman, P.C., represent the
Official Committee of Unsecured Creditors in this case.  Donlin
Recano & Company Inc. is the Debtor's claims, noticing, and
balloting agent.  The Debtor's schedules reflect total assets
of $46,600,967 and total liabilities of $61,303,505.


BIOMET INC: Earn $89 Million in Second Quarter Ended November 30
----------------------------------------------------------------
Biomet Inc. reported financial results for its second fiscal
quarter ended Nov. 30, 2007.

The company earned $89 million for the three months ended Nov. 30,
2007, compared to net income of $104.8 million for the same period
in 2006.

During the second quarter of fiscal year 2008, net sales increased
11% to $578.1 million.  Excluding the impact of foreign currency,
net sales increased 8% worldwide.  Excluding both the impact of
foreign currency and instruments, which the Company discontinued
selling to distributors in the United States in the third quarter
of fiscal 2007, worldwide sales increased 9% during the quarter.

As previously announced, on Sept. 25, 2007, Biomet Inc. merged
with LVB Acquisition Merger Sub, Inc., a wholly owned subsidiary
of LVB Acquisition, Inc.  LVB Acquisition, Inc. is indirectly
owned by investment partnerships directly or indirectly advised
or managed by The Blackstone Group L.P., Goldman Sachs & Co.,
Kohlberg Kravis Roberts & Co. L.P. and TPG Capital.

These financial results have been prepared in a manner that
complies, in all material respects, with generally accepted
accounting principles in the U.S. with the exception of certain
purchase accounting adjustments related to the Merger, including
the effects of the merger-related debt and associated interest
expense.  The company will reflect the purchase accounting
adjustments related to the Merger by the end of fiscal year
2008.

During the second quarter of fiscal year 2008, the company
incurred special charges (pre-tax) of 16.6 million,
approximately half of which related to the previously announced
operational improvement program.

Reported operating income for the second quarter of fiscal year
2008 was $145.7 million compared to operating income of
$155.1 million for the second quarter of fiscal year 2007.
Adjusted operating income was $162.3 million for the second
quarter of fiscal year 2008 compared to $159.1 million for the
second quarter of fiscal year 2007.  Adjusted net income for the
second quarter of fiscal year 2008 was $99.1 million compared
to adjusted net income for the second quarter of fiscal year
2007 of US$107.5 million.  Adjusted earnings before interest,
taxes, depreciation and amortization for the second quarter of
fiscal year 2008 was $194.4 million as compared to $182.5 million
in the second quarter of fiscal year 2007.

Biomet's President and Chief Executive Officer Jeffrey R. Binder
stated, "The Company's reconstructive sales category performed
very well again this quarter with accelerated growth continuing
across various product groups within this category, particularly
for knees.  In addition, sales of craniomaxillofacial fixation
and arthroscopy products were also strong during the second
quarter."

Mr. Binder added, "We continue to work to strengthen our trauma
and spine business.  We've built a strong foundation for change
and continue to believe we can reach our goal of producing
positive revenue growth within the Biomet Trauma and Biomet
Spine business during the first half of fiscal year 2009."

                       About Biomet

Headquartered in Warsaw, Indiana, Biomet Inc. (NASDAQ: BMET) and
its subsidiaries design, manufacture, and market products used
primarily by musculoskeletal medical specialists in both surgical
and non-surgical therapy.  Biomet's product portfolio encompasses
reconstructive products, fixation products, spinal products, and
other products.  Biomet and its subsidiaries currently distribute
products in more than 100 countries, including the Netherlands,
Argentina and Korea.

                        *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Moody's Investors Service assigned final debt ratings to Biomet
Inc. (B2 Corporate Family Rating) in conjunction with the close of
the leveraged buy-out transaction by a consortium of equity
sponsors.  The rating outlook is negative.


BASIS YIELD: Judge Gerber Denies Recognition Under Chapter 15
-------------------------------------------------------------
The Hon. Robert Gerber of the U.S. Bankruptcy Court for the
Southern District of New York denies the summary judgment request
of Hugh Dickinson, Stephen John Akers, and Paul Andrew Billingham,
as joint official liquidators of Basis Yield Alpha Fund (Master),
for recognition of the company's Cayman Islands liquidation
proceeding as a "foreign main proceeding," under Section
1517(b)(1) of the U.S. Bankruptcy Code or as a "foreign nonmain
proceeding" under Section 1517(b)(2).

Judge Gerber has previously ruled that any hearing on the
Liquidators' Chapter 15 Petition will be an evidentiary hearing.
Judge Gerber required the Liquidators to provide relevant
evidence to make factual findings relevant to determining whether
the Cayman Islands were Basis Yield's "center of main interest,"
or whether Basis Yield maintained an establishment there.

The Liquidators, however, have argued that, with no objections
filed, there is no evidence which contradicts that Basis Yield's
COMI is the Cayman Islands.  In their Summary Judgment Motion,
the Liquidators maintained that, because their is no evidence to
the contrary, under Section 1516(a), they are entitled to a
presumption that Cayman Islands is Basis Yield's COMI.

In the Chapter 15 Petition, the Liquidators have stated that:

   * Basis Yield is registered in the Cayman Islands and
     maintains its registered office there;

   * its only "investors," are two feeder funds, which are both
     domiciled in the Cayman Islands;

   * Fortis Prime Fund Solutions (Cayman) Ltd., a Cayman Islands
     company, serves as administrator to both Basis Yield and
     each of its feeder funds;

   * Pac-Rim Investments, Ltd., also a Cayman Islands company, is
     Basis Yield's investment manager;

   * Basis Yield's pre-Chapter 15 petition attorneys and auditor,
     Walkers and Ernst & Young, are Cayman Islands entities; and

   * the hedge fund's financial books and records, including the
     investor register, are currently located in the Cayman
     Islands.

In a 28-page memorandum, signed January 16, 2008, Judge Gerber
says none of the papers filed by the Liquidators have addressed,
in any meaningful way, any of the factors that would support
recognition of Basis Yield's Cayman Islands as a foreign main
proceeding.

Judge Gerber notes that the Liquidators have been "strikingly
silent" as to the nature or extent of any business activity Basis
Yield conducts in the Cayman Islands.  He adds that they were
silent, among other things, as to whether Basis Yield staffed any
employees or managers in the Cayman Islands; whether any of its
assets were in the Cayman Islands; and the location from which
Basis Yield's funds were in fact managed.

"The Liquidators' conspicuous failure to try to establish, or
even plead, facts supporting the existence of a main proceeding,
even after the submission of the comments of one of its
creditors, Citigroup Global Markets Ltd., makes any reasonable
observer wonder why," Judge Gerber says.

Judge Gerber further notes that the Liquidators' Summary Judgment
Motion raises the issues as to:

   (1) whether failure to object by stakeholders divest the
       Court of the power to make its own determination as to
       whether the requirements of Section 1517 have been
       satisfied; and

   (2) whether a presumption embodied in Section 1516 precludes
       the Court from considering the actual facts -- under
       circumstances where the Liquidators's showing has been
       strikingly silent and where the few facts that are known
       raise issues as to their position and make further inquiry
       appropriate.

Judge Gerber states that he cannot endorse the Liquidators'
reliance on Section 1516(c) in their argument that they are
entitled to a presumption that Basis Yield's COMI is in Cayman
Islands for two reasons:

   (a) there is enough "evidence to the contrary" -- organization
       of Basis Yield under a Cayman Islands stature that raises
       red flags as to whether that jurisdiction could be the
       fund's COMI -- to decline use of a Section 1516
       presumption as a substitute for actual evidence; and

   (b) the Court has the power to satisfy itself that the
       requirements for recognition under Section 1517 have been
       satisfied, and has a right like any other federal court to
       inquire under Rule 614 of the U.S. Federal Rules of
       Evidence.

Judge Gerber concurs with the observations of Judge Lifland in In
re Bear Stearns High-Grade Structured Credit Strategies Master
Fund, Ltd., 374 B.R. 122, 130 (Bankr. S.D.N.Y. 2007), that
recognition under Section 1517 is not a "rubber stamp exercise."

Rather, consistent with Judge Lifland's determination in Bear
Stearns' case and the views of the drafters of Chapter 15 and
the United Nations Commission on International Trade Law on which
chapter 15 was based, Judge Gerber rules that a court engaging in
a recognition determination under Section 1517 is not bound by
parties' failure to object.

Judge Gerber says he needs to consider all relevant facts,
including facts that are not yet presented before granting
Chapter 15 Petition.  He further concludes that Basis Yield is
not yet entitled to Chapter 15 recognition as a matter of law,
but makes clear that he does not, in any way, rule out the
possibility that facts could be adduced at an evidentiary hearing
sufficient to entitle Basis Yield recognition under Chapter 15.

The Court will hold the evidentiary hearing on the Chapter 15
Recognition Motion at the earliest practical time consistent with
the requirements of Section 1517(c).

The Liquidators' evidentiary presentations will be made in
accordance with the Case Management Order, dated September 5,
2007, subject to an adjustment of time with respect to the
submission of direct testimony affidavits, which will be
submitted early enough to permit the Court to advise the
Liquidators of any desire to call witnesses whose testimony has
not already been set forth by affidavit.

Judge Gerber also reinstates duties under the Factual Matters
Order, dated September 12, 2007.

                        About Basis Yield

Basis Yield Alpha Fund (Master) is a Cayman Islands mutual fund.
It operates as a master-feeder structure that allows investors'
funds to be channeled through two companies operating in a
single jurisdiction to a "master" company operating in the same
jurisdiction.  These two feeder funds are Basis Yield Alpha Fund
(US), a US feeder fund for US taxable investors, and Basis Yield
Alpha Fund, a non-US feeder for all other investors.

On Aug. 29, 2007, Hugh Dickson, Stephen John Akers, and Paul
Andrew Billingham filed a chapter 15 petition for Basis Yield
(Bankr. S.D.N.Y. Case No. 07-12762).  Karen Dine, Esq. at
Pillsbury Winthrop Shaw Pittman LLP represents the petitioners.
(Basis Yield Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or
215/945-7000).


BEAR STEARNS: Fitch Holds 'B-' Rating on $10.8MM Class K Certs.
---------------------------------------------------------------
Fitch Ratings has affirmed Bear Stearns Commercial Mortgage
Securities, commercial mortgage pass-through certificates, series
1999-WF2, as:

  -- $501.7 million class A-2 at 'AAA';
  -- Interest only class X at 'AAA';
  -- $43.2 million class B at 'AAA';
  -- $43.2 million class C at 'AAA';
  -- $10.8 million class D at 'AAA';
  -- $27 million class E at 'AA+';
  -- $10.8 million class F at 'AA';
  -- $21.6 million class G at 'A-';
  -- $16.2 million class H at 'BBB-';
  -- $8.1 million class I at 'BB';
  -- $9.5 million class J at 'B+';
  -- $10.8 million class K at 'B-'.

The $2.4 million class L remains 'C/DR5'.  Class A-1 has paid in
full.

The affirmations reflect stable performance of the transaction.
As of the December 2007 distribution date, the pool's aggregate
principal balance has been reduced 34.7%, to $705.4 million from
$1.08 billion at issuance.  Fifty-six loans (25.4%) have defeased,
including three of the 10 largest loans (5.6%).

Currently, there are no delinquent or specially serviced loans.

There are 135 non-defeased loans (55.2%) are scheduled to mature
within the next 24 months, of which 130 reported year-end 2006
financial information.  The loans have interest rates ranging from
5.70% to 8.99% and reported a year-end 2006 weighted average debt
service coverage ratio of 2.04 times.


BEAR STEARNS: Limited Paydown Cues Fitch to Affirm Ratings
----------------------------------------------------------
Fitch has affirmed Bear Stearns Commercial Mortgage Securities
Trust's commercial mortgage pass-through certificates, series
2006-PWR14, as:

  -- $102.4 million class A-1 at 'AAA';
  -- $170.7 million class A-2 at 'AAA';
  -- $68.9 million class A-3 at 'AAA';
  -- $125.1 million class A-AB at 'AAA';
  -- $950.9 million class A-4 at 'AAA';
  -- $296.9 million class A-1A at 'AAA';
  -- $246.8 million class A-M at 'AAA';
  -- $222.1 million class A-J at 'AAA';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- Interest-only class X-W at 'AAA';
  -- $46.3 million class B at 'AA';
  -- $24.7 million class C at 'AA-';
  -- $37.0 million class D at 'A';
  -- $21.6 million class E at 'A-';
  -- $24.7 million class F at 'BBB+';
  -- $24.7 million class G at 'BBB';
  -- $24.7 million class H at 'BBB-';
  -- $9.3 million class J at 'BB+';
  -- $6.2 million class K at 'BB';
  -- $9.3 million class L at 'BB-';
  -- $3.1 million class M at 'B+';
  -- $6.2 million class N at 'B';
  -- $6.2 million class O at 'B-'.

Fitch does not rate class P.

The affirmations are due to the pool's stable performance and
limited paydown since issuance.  As of the January 2008
distribution date, the pool's aggregate principal balance has
decreased 0.52% to $2.46 billion from $2.47 billion at issuance.
There have been no specially serviced or delinquent loans since
issuance.

There are nine shadow rated loans. South Bay Galleria (4.02%), 750
Lexington Avenue (3.05%), Plaza Fiesta (1.30%), Northgate Plaza
Retirement (0.41%), Tumwater Industrial Facility (0.38%),
Calaveras Shopping Center (0.36%), 700-760 First Street (0.35%),
Island House Retirement Apartments (0.27%), and Residence Inn
Louisville Airport (0.25%).

Fitch reviewed YE06 operating statement analysis reports and other
performance information provided by the master servicers.
Occupancy was in-line or improved from issuance.  Occupancy as of
2Q07 for Tumwater Industrial Facility, Island House Retirement
Apartments, Northgate Plaza Retirement Apartments, and Residence
Inn Louisville Airport was 100%, 90.0%, 84.3%, and 69.1%,
respectively. Occupancy as of 3Q07 for 700-760 First Street, Plaza
Fiesta, South Bay Galleria, and 750 Lexington Avenue was 100%,
100%, 99.4%, and 95.0%.  For YE07, Calaveras Shopping Center
maintained 100% occupancy.


BENCHMARK ELECTRONICS: Earns $22 Million in 2007 Third Quarter
--------------------------------------------------------------
Benchmark Electronics Inc. reported net income of $22.0 million
for the third quarter ended Sept. 30, 2007, which included a
discrete tax benefit of $6.0 million relating to a previously
closed facility.  In the comparable period of 2006, net income was
$29.3 million.

Sales were $672.6 million for the quarter ended Sept. 30, 2007,
compared to $769.5 million for the same quarter in the prior year.

Excluding restructuring charges, integration costs, amortization
of intangibles, the impact of stock-based compensation costs and
the tax benefit, the company would have reported net income of
$17.0 million in the third quarter of 2007.  Excluding
restructuring charges and the impact of stock-based compensation
costs, the company would have reported net income of
$30.0 million in the third quarter of 2006.

"We are clearly disappointed with our revenue performance for the
third quarter," said Cary T. Fu, the company's chief executive
officer.  "However, as our fourth quarter guidance reflects, we
continue to believe that Benchmark is well positioned for the
future based on our operating focus and execution, new program
bookings and continued strong cash flows from operations."

Looking forward, sales for the fourth quarter of 2007 are expected
to be between $700.0 million and $740.0 million.  Diluted earnings
per share for the fourth quarter, excluding restructuring charges,
integration costs, amortization of intangibles and the impact of
stock-based compensation expense, are expected to be between $0.32
and $0.38.

Operating margin for the third quarter was 2.2% on a GAAP basis
and was 2.6%, excluding restructuring charges, integration costs,
amortization of intangibles and the impact of stock-based
compensation expense.

Selling, general and administrative expenses for the third quarter
were $22.0 million, a decrease of 9.2% from the second quarter of
2007.

Cash flows provided by operating activities for the third quarter
were approximately $66.0 million.

Cash and short-term investments balance was $379.0 million at
Sept. 30, 2007.

Total debt outstanding at Sept. 30, 2007, was $12.8 million.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.78 billion in total assets, $460.1 million in total
liabilities, and $1.32 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2736

                   About Benchmark Electronics

Headquartered in Angleton, Texas, Benchmark Electronics Inc.
(NYSE: BHE) -- http://www.bench.com/-- is in the business of
manufacturing electronics and provides its services to original
equipment manufacturers of computers and related products for
business enterprises, medical devices, industrial control
equipment, testing and instrumentation products, and
telecommunication equipment.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service assigned a Ba2 (LGD-3, 39%) rating to
Benchmark Electronics Inc.'s new 5-year $100 million senior
secured revolving credit facility due 2012 and affirmed the
company's Ba3 corporate family rating.  The rating outlook is
stable.


BOMBARDIER INC: $1BB Debt Redemption Cues Fitch to Lift Ratings
---------------------------------------------------------------
Fitch Ratings has upgraded Bombardier Inc.'s ratings and removed
the ratings from Rating Watch Positive following BBD's early
redemption of approximately $1 billion of debt.  The Rating
Outlook is Positive.

Fitch's rating actions are summarized as:

Bombardier Inc.

  -- Issuer Default Rating to 'BB' from 'BB-';
  -- Senior unsecured debt to 'BB' from 'BB-';
  -- Preferred stock to 'B+' from 'B'.

In addition, Fitch has upgraded the IDR and senior unsecured debt
rating for Bombardier Capital Inc. to 'BB' from 'BB-' and
withdrawn the ratings.  BC has retired nearly all of its remaining
debt.  BC's ratings were linked to those of BBD due to the
existence of a support agreement and demonstrated support by the
parent.

The ratings for BBD affect debt and preferred stock that totaled
approximately $4.6 billion on a pro forma basis as of Oct. 31,
2007.

The rating upgrades reflect the completion of BBD's plan,
announced in November 2007, to reduce debt by approximately
$1 billion by the end of its fiscal year ending Jan. 31, 2008.
Fitch estimates that BBD's pro forma debt/EBITDA at Oct. 31, 2007
declined to 3.2 times, compared to nearly 4x as reported.  The
ratings and Positive Outlook are supported by continuing
expectations for margin improvement, sales growth, and solid cash
generation.  Strong orders in all of BBD's businesses, together
with a large backlog, support projections for ongoing progress in
BBD's operating performance.  These factors could potentially lead
to further long-term improvement in BBD's credit profile.

Additional factors supporting the ratings include BBD's
diversification, its leading market positions, the health of the
business jet and turboprop markets, BBD's cash balances, its debt
maturity schedule, BT's successful restructuring, and a large
backlog.  Rating concerns include relatively low operating
margins; business jet market cyclicality; the pension plan
deficit; the impact of exchange rate volatility on margins,
financial results, and planning; and several RJ concerns,
including uncertainty regarding development of new aircraft models
and contingent obligations related to past aircraft sales,
although these contingent obligations are spread out over time and
are not a near-term concern.  BBD's eventual decision about its
potential entry into the mainline aircraft market could have an
impact on its financial and operating profile.

Even after the recent use of cash to reduce debt, BBD maintains
strong cash balances that are sufficient to support its liquidity
requirements.  The company's $3.6 billion of unrestricted cash
balances at Oct. 31, 2007 would be reduced on a pro forma basis by
the recent debt repurchase.  However, cash balances do not include
$1.3 billion of restricted cash related to a letter of credit
facility.  In addition, the company can be expected to support its
cash position from operating cash flow that contributed to an
increase of roughly $400 million in BBD's net cash balances during
the fiscal third quarter.

The debt redeemed yesterday by BBD included approximately
$407 million of Euro-denominated 5.75% notes due in February 2008
and $619 million of BC's Sterling-denominated 6.75% notes due in
May 2009.  BBD also planned to repurchase $26 million of other
long-term debt.  The repurchased debt amounted to approximately
20% of BBD's consolidated debt reported at Oct. 31, 2007.


BRUTI ASSOCIATES: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bruti Associates Ltd.
        21146 Washington Parkway
        Frankfort, IL 60423

Bankruptcy Case No.: 08-01064

Type of Business: The Debtor buys and sells realty property.

Chapter 11 Petition Date: January 18, 2008

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtors' Counsel: Douglas C. Giese, Esq., and
                  Lewis J Todhunter, Esq.
                  Defrees & Fiske LLC
                  200 S. Michigan Avenue
                  Chicago, IL 60604
                  Tel: (312) 372-4000 Ext. 229
                  Fax: (312) 939-5617
                  http://www.defrees.com/

Estimated Assets: Less than $50,000

Estimated Debts:  $10 million to $50 million

Consolidated Debtors' List of 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Shore Development Co.                                $2,780,769
c/o S Cooper Cooper Storm
& Piscopo
117 S Second St
Geneva, IL 60134

First United Bank                                    $600,000
7626 W. Lincoln Highway
Frankfort, IL 60423

First Community Bank            vehicle; value of    $575,545
P.O. Box 457                    security: $5,000
Beecher, IL 60401-0457

Charles P. Bruti                                     $191,782

Joseph A. Schudt &                                   $160,000

Bruti Associates Profit                              $130,000

Trevarthan Landscaping                               $101,000

Barbara J. Bruti                                     $70,000

David J Martin                                       $60,000

G & M Masonry Construction                           $33,847

Dresden Concrete                                     $29,497

Bailey's Carpet                                      $26,724

V & L Plumbing Co.                                   $26,521

Tidal Construction Services                          $22,512

Excel Electric Inc.                                  $17,490

Advanta Bank                                         $15,740

James J Johnson                                      $18,939

Wilson Heating & Air                                 $17,278

MT Carmel Lime                                       $16,000


BUFFETS HOLDINGS: Board Vice-Chairman Roe H. Hatlen Resigns
-----------------------------------------------------------
Buffets Holdings Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that on Jan. 11, 2008, Roe H.
Hatlen, vice-chairman of the company's Board of Directors,
notified the company of his decision to resign from the company's
Board and the Board of Directors of subsidiary Buffets Inc.,
effective immediately.

Mr. Hatlen was a member of the company's Audit Committee.  Mr.
Hatlen will continue to serve as an advisor to the company under
the terms of an advisory agreement he previously entered into
with the company, which agreement was amended in connection with
his resignation to:

   (i) acknowledge that the agreement may be terminated by
       either party upon 30 days prior written notice; and

  (ii) limit the scope of services to be provided by Mr. Hatlen
       under the agreement to those that he is requested to
       perform by the company's Chief Executive Officer or such
       other officer designated by the Chairman of the company's
       Board of Directors.

                      About Buffets Holdings

Headquartered in Eagan, Minnesota, Buffets Holdings Inc., is the
holding company of Buffets Inc.  -- http://www.buffet.com/--
which operates 626 restaurants in 39 states, comprised of 615
steak-buffet restaurants and eleven Tahoe Joe's Famous
Steakhouse(R) restaurants, and franchises sixteen steak-buffet
restaurants in six states.  The restaurants are principally
operated under the Old Country Buffet(R), HomeTown Buffet(R),
Ryan's(R) and Fire Mountain(R) brands.  Buffets employs
approximately 37,000 team members and serves approximately
200 million customers annually.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Standard & Poor's Ratings Services said its ratings on Buffets
Holdings Inc. (Buffets; D/--/--) are unaffected by the company's
announcement that it reached a forbearance agreement with lenders
of its senior secured credit facility.  These lenders have
effectively agreed to waive their default rights during the
forbearance period (which will likely end on April 2, 2008, unless
the company breaches certain provisions of the agreement).

The agreement stipulates that the company cannot make any
voluntary payments to its senior noteholders and also specifies
that on or before Jan. 31, 2008, the company will present to its
lenders reasonably detailed terms of its restructuring plan.
These conditions make clear that Buffets will not pay interest due
Jan. 2, 2008, to its senior noteholders by Jan. 31, 2008 (the end
of the cure period).

The rating on the company's senior secured credit facility is
'CC', the highest rating for a security with a 'D' corporate
credit rating that has not filed for bankruptcy protection.


C AND C PROP: Court Approves Adequacy of Disclosure Statement
-------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Mississippi approved the adequacy of C and C Properties Inc. and
its debtor-affiliates' Joint Disclosure Statement describing their
Joint Chapter 11 Plan of Reorganization.

As reported in the Troubled Company Reporter on Dec. 14, 2007,
the Debtors' Plan contemplates the liquidation of their assets,
including the sale of four convenience stores and some of their
affiliates' assets.  The Debtors have escrowed the sale proceeds
and will distribute to their valid creditors.

                       Treatment of Claims

Under the Plan, all administrative claims filed against the
Debtors will be paid in full.

Construction Liens Claim of Commercial Construction and
Maintenance, totaling $38,419, will be paid in full on the plan's
confirmation date.

General Unsecured Claims will also be paid in full after the
Court enter an order confirming the Debtors' joint plan.

Equity security holders of the Debtors, COC Holdings Inc. and
Robert W. Carleton III, will have their ownership interest
extinguished in accordance with the terms and provision of the
proposed joint plan.  Harold G. Carleton and Robert W. Carleton
Jr. have been classified as insiders of the Debtors.

Robert Carleton III, Harold Carleton and R. W. Carleton Jr., will
be entitled to receive a pro rata share, to the extent possible,
from the remaining proceeds after all valid claims have been paid.

                         Secured Claims

Professional Convenience Services Inc. and GOC Ltd. will be
resolved pursuant to the terms and provisions of a motion for
authority to settle and compromise disputed claim which is pending
at the Court.  If approved, the motion will be incorporated into
the Debtors' joint disclosure statement and proposed plan.

Citizens Bank of Philadelphia's claim has been satisfied in
accordance with the sale of the Debtors' assets.

Madison County Bank will be paid from the sale and liquidation of
the M&K Convenience Store.  The remaining balance of the Madison
County's secured claim approximately $192,000 is secured by a
certain property owned by the Debtors.  Accordingly, the Debtors
will transfer that certain property to Robert Carleton III who
will assume the indebtedness with the bank.

The Debtors say that New County Bank's secured claim comprised of
a 2003 Ford F-350 truck that has a balance due of $7,878 and a
$71,007 loan secured by certain convenience store equipment.

Under the Plan, the Debtors will continue to pay monthly
installments on the Ford truck and will seek a purchaser for the
collateral to liquidate in order to pay the balance in full due to
Newton County.  At the Debtors' discretion, the loan will be paid
in full, either, monthly or lump sum payment, if no purchaser is
secured.

The Debtors further say that Newton County will entitled to
receive approximately $52,000 from the sale of that certain
convenience store equipment.

A portion of Ford Motor Credit Company's secured claims have been
paid in accordance with the Court order issued Oct. 22, 2007, on
Ford Motor's request to compel assumption or rejection of the
executory lease contract and releif from automatice stay.

                         Priority Claims

Mississippi State Tax Commission holds a $32,000 claim in the
Debtors' case for December and January petroleum taxes.  MTSC has
a $631,727 proof of claim, which appears to duplicate the
petroleum taxes due, according to the Debtors.

Additionally, MSTC has filed a $20,980 claim for sales tax against
the Debtors.

The Debtors tells the Court that they will object to these claims
if the Debtors and MSTC cannot reach an agreement as to the proper
amount of MSTC's asserted claims.

Internal Revenue Service's claims will be paid in full on the plan
confirmation date.

The Debtors say that Majority of the Ad Valorem Tax Claims for
2006 have been paid as part of the closing of the various sales of
real property but approximately $12,000 is still due to various
tax authorities.

                  About C and C Properties

Based in Union, Mississippi, C and C Properties, Inc. develops
real estate properties.  The company filed for Chapter 11
protection on January 24, 2007 (Bankr. S.D. Miss. Case No.
07-50082).  Jeffery Kyle Tyree, Esq. and Melanie T. Vardaman,
Esq., at Harris Jernigan & Geno, PPLC, represent the Debtor in
its restructuring efforts.  The U.S. Trustee for Region 5 has not
appointed an Official Committee of Unsecured Creditors in the
Debtor's bankruptcy proceedings.  In its schedules filed with the
Court, the Debtor disclosed total assets of $12,500,000 and total
debts of $10,016,965.


C-BASS MORTGAGE: S&P Junks Ratings on Four Certificate Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of asset-backed pass-through certificates from four
C-BASS Mortgage Loan Asset-Backed Certificates transactions.  Two
of the classes were downgraded to speculative-grade from
investment-grade.  Concurrently, S&P affirmed its ratings on the
remaining classes of asset-backed pass-through certificates from
these four series.

The current performance data of the four series are:

                        Performance Data

                         Cum. realized       Severe
     Series              losses (i)          delinq. (ii)
     ------              -------------       ------------

     2002-CB1             6.50%              24.61%
     2002-CB2             3.55%              15.60%
     2003-RP1            10.89%              36.75%
     2005-RP1             3.54%              25.68%

          (i) As a percentage of original pool balance.
          (ii) As a percentage of current pool balance.

                 Current pool bal.                   Months
  Series        (percentage of orig. pool bal.)      seasoned
  ------        -------------------------------      --------

  2002-CB1             9.58%                            69
  2002-CB2            10.65%                            67
  2003-RP1            21.45%                            53
  2005-RP1            42.17%                            30

The downgrades reflect adverse collateral performance that has
caused monthly losses to exceed excess interest.  This trend has
led to the deterioration of overcollateralization (O/C) and the
credit support derived from subordination.  As shown in the
performance data above, cumulative realized losses as a percentage
of original pool balances, ranged from 3.54% (series 2005-RP1) to
10.89% (series 2003-RP1).  As of the January 2008
remittance period, O/C was below its target for all four series.

The delinquency pipeline in many of the transactions strongly
suggests that the trend of monthly losses exceeding excess
interest will continue, further compromising credit support.
Severe delinquencies (90-plus days, foreclosures, and REOs) for
the downgraded transactions ranged from 15.60% (series 2002-CB2)
to 36.75% (series 2003-RP1).

S&P affirmed its ratings on the remaining classes based on loss
coverage percentages that are sufficient to maintain the current
ratings despite the negative trends in the underlying collateral
of many of the deals.

Subordination, O/C, and excess spread provide credit support for
all of the affected deals.  The collateral for these transactions
primarily consists of reperforming, adjustable- and fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                         Ratings Lowered

         C-BASS Mortgage Loan Asset-Backed Certificates
             Mortgage loan asset-backed certificates

                                       Rating
                                       ------

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

          2002-CB2        M-2     BBB          AA
          2002-CB2        B-1     CCC          B
          2002-CB2        B-2     CCC          B
          2003-RP1        M-2     BBB-         A
          2003-RP1        B-1     B            BBB-
          2005-RP1        B-2     BB           BBB

     Ratings Lowered and Removed From CreditWatch Negative

         C-BASS Mortgage Loan Asset-Backed Certificates
             Mortgage loan asset-backed certificates

                                       Rating
                                       ------

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

          2002-CB1        B-2     CCC          B/Watch Neg
          2003-RP1        B-2     CCC          BB/Watch Neg

                         Ratings Affirmed

         C-BASS Mortgage Loan Asset-Backed Certificates
             Mortgage loan asset-backed certificates

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

          2002-CB1        M-2                  AAA
          2002-CB1        B-1                  BBB
          2002-CB2        A-1, A-2, M-1        AAA
          2003-RP1        A                    AAA
          2003-RP1        M-1                  AA
          2005-RP1        AF-1A, AF-1B, AF-2   AAA
          2005-RP1        AF-3, AV             AAA
          2005-RP1        M-1                  AA
          2005-RP1        M-2                  A
          2005-RP1        M-3                  A-
          2005-RP1        B-1                  BBB+


CABELA'S CREDIT: Fitch Rates $11.25MM Class D Notes at BB+
----------------------------------------------------------
Fitch has rated these Cabela's Credit Card Master Note Trust,
series 2008-I asset-backed notes:

  -- $202,650,000 Class A-1 Fixed Rate Notes 'AAA';
  -- $229,850,000 Class A-2 Floating Rate Notes 'AAA';
  -- $29,000,000 Class B-1 Fixed Rate Notes 'A+';
  -- $6,000,000 Class B-2 Floating Rate Notes 'A+';
  -- $21,250,000 Class C-2 Floating Rate Notes 'BBB+';
  -- $11,250,000 Class D Floating Rate Notes 'BB+'.


CARRINGTON MORTGAGE: S&P Junks Ratings on Two Classes from 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 13
classes of mortgage-backed securities issued by four Carrington
Mortgage Loan Trust transactions.  In addition, S&P affirmed its
ratings on the remaining classes from these series.

The downgrades reflect credit enhancement levels that are
insufficient to support the current ratings given the level of
severe delinquencies (90-plus days, foreclosures, and REOs) for
each of the transactions.

The transactions have sizeable loan amounts that are severely
delinquent, which suggests that performance trends are likely to
deteriorate. The severe delinquencies relative to
overcollateralization (O/C) are (series: severe delinquency amount
{$}; % of current pool balance; multiple of O/C):

     -- 2004-NC2: $6.929 million; 16.84%; 2.58x;
     -- 2005-FRE1: $133.013 million; 31.80%; 6.64x;
     -- 2005-NC2: $48.029 million; 30.18%; 2.22x; and
     -- 2005-OPT2: $112.825 million; 29.15%; 2.81x.

These severely delinquent loan amounts have increased
significantly over year-ago levels (series: multiple of December
2006 amount):

     -- 2004-NC2: 1.14x;
     -- 2005-FRE1: 2.40x;
     -- 2005-NC2:  3.31x; and
     -- 2005-OPT2: 1.39x.

As of the December 2007 remittance report, cumulative realized
losses for the deals were (series: realized losses {$}; % of
original pool balance):

     -- 2004-NC2: $1,434,769; 0.48%;
     -- 2005-FRE1: $6,617,699; 0.73%;
     -- 2005-NC2: $2,859,690; 0.40%; and
     -- 2005-OPT2: $11,527,167; 0.77%.

Losses for the transactions have been relatively moderate to date;
however, the increases in delinquencies indicate that current
performance trends may further compromise credit support for the
downgraded classes.

Credit support for these transactions is provided through a
combination of subordination, excess interest, and O/C.  All of
the transactions have "NC," "OPT," or "FRE" suffixes, indicating
that the loans were originated by New Century Mortgage Corp.,
Option One Mortgage Corp., and Fremont Investment & Loan,
respectively.  At closing, collateral for the transactions
consisted of a mix of adjustable- and fixed-rate, interest-only
and fully amortizing, first- and second-lien subprime mortgage
loans.  Those deals with IO loans had IO periods, which initially
ranged from 36 to 84 months.

                          Ratings Lowered

                 Carrington Mortgage Loan Trust
                   Mortgage-backed securities

                                        Rating
                                        ------

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

        2004-NC2      M-5         BBB-             BBB
        2004-NC2      M-6         BB               BBB-
        2005-FRE1     M-9         BBB-             BBB
        2005-FRE1     M-10        B+               BBB
        2005-FRE1     M-11        B                BB
        2005-FRE1     M-12        CCC              B
        2005-FRE1     M-13        CCC              B
        2005-NC2      M-8         BBB-             BBB
        2005-NC2      M-9         B                BBB-
        2005-OPT2     M-6         BBB+             A-
        2005-OPT2     M-7         BB+              BBB+
        2005-OPT2     M-8         BB-              BBB
        2005-OPT2     M-9         B                BB

                         Ratings Affirmed

                 Carrington Mortgage Loan Trust
                   Mortgage-backed securities

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

       2004-NC2      M-1                          AA
       2004-NC2      M-2                          A
       2004-NC2      M-3                          A-
       2004-NC2      M-4                          BBB+
       2005-FRE1     A-3, A-4, A-5, A-6           AAA
       2005-FRE1     M-1                          AA+
       2005-FRE1     M-2                          AA
       2005-FRE1     M-3                          AA-
       2005-FRE1     M-4                          A+
       2005-FRE1     M-5, M-6                     A
       2005-FRE1     M-7                          A-
       2005-FRE1     M-8                          BBB+
       2005-NC2      M-1                          AA+
       2005-NC2      M-2, M-3                     AA
       2005-NC2      M-4                          A+
       2005-NC2      M-5                          A
       2005-NC2      M-6                          A-
       2005-NC2      M-7                          BBB+
       2005-OPT2     A-1D                         AAA
       2005-OPT2     M-1, M-2                     AA
       2005-OPT2     M-3, M-4                     A+
       2005-OPT2     M-5                          A


CHEC LOAN: S&P Junks Rating on Class B-2 Securities From 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage-backed securities issued by CHEC Loan Trust's
series 2004-1 and 2004-2.  Furthermore, S&P placed its
rating on one additional class on CreditWatch with negative
implications and affirmed its ratings on the remaining classes
from these transactions.

The downgrades reflect credit enhancement levels that are
insufficient to support the current ratings given the level of
severe delinquencies (90-plus days, foreclosures, and REOs) and
accelerating losses for each of the transactions.

The transactions have sizable loan amounts that are severely
delinquent, which suggests that performance is likely to
deteriorate.  The severe delinquencies relative to
overcollateralization (O/C) are (series: severe delinquency amount
{$}; percentage of current pool balance; multiple of O/C):

     -- 2004-1: $12.811 million; 17.01%; 9.91x; and
     -- 2004-2: $18.320 million; 21.69%; 4.93x.

Both transactions have severely delinquent loan amounts that are
1%-2% higher than year-ago levels.  Average losses for both
transactions have increased significantly over the same time
period (series: three-month average {$}; six-month average {$};
12-month average {$}):

     -- 2004-1: $237,300; $168,226; $161,596; and
     -- 2004-2: $285,961; $240,028; $195,349.

As of the December 2007 remittance report, cumulative realized
losses for the deals were (series: realized loss {$}; percentage
of original pool balance):

     -- 2004-1: $2,708,618; 0.88%; and
     -- 2004-2: $2,966,234; 0.96%.

Series 2004-1 and 2004-2 have started to step down over the past
several months, with 41 and 38 months of seasoning, respectively.
This reduction in credit support, in combination with accelerating
losses and consistently significant severely delinquent loan
amounts, indicate that credit support will continue to deteriorate
going forward.  The placement of the rating on class M-6 from
series 2004-2 on CreditWatch with negative implications reflects
the possibility for deterioration of the subordination that
provides support for this class due to the deal stepping down.

Standard & Poor's will continue to closely monitor the performance
of class M-6 from series 2004-2.  If credit support for class M-6
is adequate to support the current rating, S&P will affirm the
rating and remove it from CreditWatch.  Conversely, if credit
support continues to deteriorate to a point at which it is
insufficient to maintain the current rating, S&P will take further
negative rating action.

Credit support for these transactions is provided through a
combination of subordination, excess interest, and O/C.  The
collateral for both transactions consists primarily of fixed- and
adjustable-rate, fully amortizing, and balloon mortgage loans
secured by first liens on one- to four-family residential
properties.

                         Ratings Lowered

                         CHEC Loan Trust
                    Asset-backed certificates

                                        Rating
                                        ------

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

       2004-1        B-1         B+               BB+
       2004-1        B-2         CCC              BB
       2004-2        M-7         BB               BBB
       2004-2        M-8         B                BBB-

             Rating Placed on CreditWatch Negative

                         CHEC Loan Trust
                   Asset-backed certificates

                                         Rating
                                         ------
       Series        Class       To               From
       ------        -----       --               ----
       2004-2        M-6         BBB+/Watch Neg   BBB+

                        Ratings Affirmed

                         CHEC Loan Trust
                    Asset-backed certificates

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

       2004-1        A-3                          AAA
       2004-1        M-1                          AA+
       2004-1        M-2                          AA
       2004-1        M-3                          AA-
       2004-1        M-4                          A+
       2004-1        M-5                          A
       2004-1        M-6                          A-
       2004-1        M-7                          BBB+
       2004-1        M-8                          BBB
       2004-1        M-9                          BBB-
       2004-2        A-3                          AAA
       2004-2        M-1                          AA+
       2004-2        M-2                          AA
       2004-2        M-3                          AA-
       2004-2        M-4                          A
       2004-2        M-5                          A-


CLAYMONT STEEL: Evraz Completes Tender Offer for Common Stock
-------------------------------------------------------------
Claymont Steel Holdings Inc. disclosed that the cash tender offer
of Evraz Group S.A.'s subsidiary, Titan Acquisition Sub Inc., to
purchase all outstanding shares of common stock of Claymont Steel,
which expired at midnight, New York City time, on Jan. 16, 2008,
has been completed.

Evraz and Titan Acquisition Sub Inc. have been advised by Mellon
Investor Services LLC, the depositary for the tender offer, that
as of the expiration of the offer, stockholders of Claymont Steel
had tendered into the tender offer 16,415,722 shares of Claymont
Steel common stock, excluding shares delivered pursuant to notices
of guaranteed delivery, representing approximately 93.4% of the
outstanding shares of common stock of Claymont Steel.  Evraz has
accepted for payment all shares of Claymont Steel common stock
that were validly tendered during the offer period.

In accordance with the merger agreement, Evraz now intends to
effect a short-form merger.  Pursuant to the merger agreement,
each share of Claymont Steel common stock not accepted for payment
in the tender offer, other than those as to which holders validly
exercise dissenters' rights and those held by Evraz or Claymont
Steel or their respective subsidiaries, will be converted in the
merger into the right to receive $23.50 in cash, without interest
thereon and less any applicable stock transfer taxes and
withholding taxes.

This is the same price per share paid during the tender offer.
Evraz intends to complete the short-form merger in the next
several days.

                          About Evraz

Headquartered in Luxembourg, Evraz Group S.A. (LSE:EVR) --
http://www.evraz.com/-- manufactures and distributes steel and
related products.  In addition, the Company owns and operates
certain mining assets.  Its steel production and mining
facilities are mainly located in the Russian Federation.  It
operates three steel mills in Russia, one mill in the Sverdlovsk
region and two mills in the Kemerovo region.

                       About Claymont Steel

Headquartered in Claymont, Delaware, Claymont Steel Inc. --
http://www.claymontsteel.com/-- fka CitiSteel USA Inc., mills
carbon steel plate.  It services all major plate markets including
service centers, bridge fabricators, railcar manufacturers, heavy
construction machinery and material handling equipment, mining
equipment, storage tanks, pressure vessel, and shipbuilding.  It
produces somewhere near 400,000 tons per year.  The company sells
its products to clients in Canada and the US.  Previously a
subsidiary of CITIC Group, Claymont Steel (as CitiSteel USA) was
acquired by H.I.G. Capital, a private equity and venture capital
investment firm in 2005.  H.I.G. formed Claymont Steel Holdings in
2006 with the intent to take the company public.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Moody's Investors Service placed all of its ratings, including its
'B' corporate credit rating, on Claymont Steel Inc. on CreditWatch
with positive implications following the announcement that Evraz
Group S.A., through its wholly owned subsidiary Titan Acquisition
Sub, Inc., has entered into a definitive agreement under which
Evraz will acquire Claymont Steel for $23.50 per share, for an
aggregate purchase price of approximately $565 million, including
debt.  If Claymont's debt is retired as a result of the
transaction, its ratings will be withdrawn.


CONCORD RE: S&P Withdraws BB+ Rating on $365 Million Bank Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB+' rating on
Concord Re Ltd.'s $365 million bank loan.  The company repaid all
outstanding amounts and terminated the facility.


CONGOLEUM CORP: Sept. 30 Balance Sheet Upside-Down by $44.9 Mil.
----------------------------------------------------------------
Congoleum Corporation's consolidated balance sheet at Sept. 30,
2007, showed $185.9 million in total assets and $230.8 million in
total liabilities, resulting in a $44.9 million stockholders'
deficit.

The company reported net income of $1.2 million for the third
quarter ended Sept. 30, 2007, versus a net loss of
$413,000 million in the third quarter of 2006.

Sales for the three months ended Sept. 30, 2007, were
$53.6 million, compared with sales of $57.5 million reported in
the third quarter of 2006, a decrease of 6.7%.

Sales for the nine months ended Sept. 30, 2007, were
$160.4 million, compared with sales of $173.4 million in the first
nine months of 2006.  Net income for the nine months ended
Sept. 30, 2007, was $1.7 million, versus net income of $413,000 in
the first nine months of 2006.

Roger S. Marcus, Chairman of the Board, commented, "Third quarter
shipments were well below year earlier levels, although a price
increase we instituted in the second quarter of this year helped
mitigate the lower unit volumes.  Net results for the quarter,
however, improved considerably due to better gross margins
coupled with operating expense reductions."

Unrestricted cash and cash equivalents, including short-term
investments at Sept. 30, 2007, were $25.6 million, an increase of
$7.0 million from Dec. 31, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2731

                      About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures resilient flooring,
serving both residential and commercial markets.  Congoleum is a
55% owned subsidiary of American Biltrite Inc.  The company filed
for chapter 11 protection on Dec. 31, 2003 (Bankr. D.N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Paul S. Hollander, Esq., at Okin, Hollander & Deluca, and
Richard L. Epling, Esq., Leo T. Crowley, Esq., Kerry A. Brennan,
Esq., Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
represent the Debtor.

On Jan. 18, 2008, an amended reorganization plan was filed by the
future claimants' representative in the company's Chapter 11
proceedings.  A hearing to consider the adequacy of the disclosure
statement describing the plan is scheduled for Feb. 14, 2008.


CONTINENTAL AIRLINES: Reports 2007 Pre-Tax Income of $566 Million
-----------------------------------------------------------------
Continental Airlines reported on Thursday 2007 pre-tax income of
$566.0 million, up 53% percent over 2006 pre-tax income of
$369.0 million.  Excluding $24 million of previously disclosed
pre-tax special items, Continental's pre-tax income for the full
year was $542.0 million, a 78% improvement over 2006 pre-tax
income of $304 million excluding special items.

Continental reported pre-tax income of $71.0 million for the
fourth quarter 2007.  Excluding previously disclosed pre-tax
special items, Continental recorded fourth quarter 2007 pre-tax
income of $24.0 million compared to the fourth quarter 2006 pre-
tax loss of $4.0 million excluding special items.

Continental will record a special non-cash tax charge in the
fourth quarter, but has not finalized the amount given the
technical nature of the issue.  As a result, today the company is
presenting its pre-tax results.  By mid-February, Continental will
finalize the special non-cash tax charge, and will report its net
results in the company's Form 10-K.

"The outstanding performance of our team has once again set us
apart from the competition," said Larry Kellner, Continental's
chairman and chief executive officer.  "Thanks to the hard work of
my co-workers, on Feb. 14, we will distribute $158.0 million in
profit sharing, $47.0 million more than we distributed for 2006,
and the largest profit sharing distribution in our company's
history."

                       Revenue and Capacity

Total revenue of $14.2 billion for the year increased
$1.1 billion, or 8.4%, over the same period in 2006.  Total
revenue of $3.5 billion for the fourth quarter increased
$366.0 million, or 11.6%, over the same period in 2006.  As a
result of increases in all mainline geographic regions as well as
regional operations, Continental reported record fourth quarter
and full year passenger revenue.

Consolidated revenue passenger miles for the fourth quarter
increased 4.1% year-over-year on a capacity increase of 4.7%,
resulting in a fourth quarter consolidated load factor of 79.4%,
0.4 points lower than the fourth quarter record set in 2006.
Consolidated yield for the fourth quarter increased 7.1% year-
over-year.  Consolidated revenue per available seat mile for the
fourth quarter increased 6.7% year-over-year due to increased
yields.

Mainline RPMs in the fourth quarter of 2007 increased 5.4% over
the fourth quarter 2006, on a capacity increase of 6.1%.  Mainline
load factor was 79.7%, down 0.5 points year-over-year.
Continental's mainline yield increased 7.6% over the same period
in 2006.  As a result, fourth quarter 2007 mainline RASM was up
6.9% over the fourth quarter of 2006.

"Our passenger revenue performance for the fourth quarter and full
year was superb," said Jeff Smisek, Continental's president.  "We
continued to grow our passenger revenue at a pace significantly
greater than our capacity growth, which is a testament to our
excellent pricing and revenue management, operational and
marketing performance."

                        Financial Results

Continental's mainline cost per available seat mile increased 4.1%
in the fourth quarter compared to the same period last year.  CASM
increased 2.6% for full year 2007 as compared to 2006.

During the quarter, the price of a barrel of West Texas
Intermediate crude oil closed at a peak of $98.18 per barrel on
Nov. 23, 2007.  Earlier this month, crude oil prices reached a new
intra-day record high of $100.09 per barrel.  Continental's
annualized fuel costs increase by approximately $45.0 million for
each $1-per-barrel rise in the price of crude.

"Great cost performance backed up by impressive revenue growth
enabled us to record a pre-tax profit in the fourth quarter," said
Jeff Misner, Continental's executive vice president and chief
financial officer.  "The entire Continental team once again
outperformed the competition."

Continental continues to enhance its fuel efficiency.  The carrier
is about 35.0% more fuel efficient per mainline revenue passenger
mile than it was in 1997.  With mainline RPMs up 6.5% for the
year, mainline fuel consumption increased only 4.8%.

During the quarter, Continental installed winglets on seven of the
company's 737-500s and one 737-900 aircraft, and now has winglets
on 206 of its mainline aircraft.  All of the company's 737-700s,
800s and 757-200s have winglets, as do select airplanes from
Continental's 737-300, -500 and -900 series fleets.  Winglets
increase aerodynamic efficiency and decrease drag, reducing fuel
consumption and emissions by up to five percent.

Continental hedged approximately 32.0% of its fuel requirements
for the fourth quarter of 2007.  As of Dec. 31, 2007, the company
had hedged approximately 20.0% of its projected fuel requirements
for the first quarter of 2008 and 5.0% for the second quarter of
2008.

Continental ended the fourth quarter with approximately
$2.8 billion in unrestricted cash and short-term investments.

                    About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) -- http://continental.com/
-- is the world's fifth largest airline.  Continental, together
with Continental Express and Continental Connection, has more than
2,900 daily departures throughout the Americas, Europe and Asia,
serving 144 domestic and 139 international destinations.  More
than 500 additional points are served via SkyTeam alliance
airlines.  With more than 45,000 employees, Continental has hubs
serving New York, Houston, Cleveland and Guam, and together with
Continental Express, carries approximately 69 million passengers
per year.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Fitch Ratings affirmed Continental Airlines 'B-' Issuer Default
Rating with a Stable Outlook.


CORNERSTONE FIN'L: Case Summary & Ten Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Cornerstone Financial Holdings, LLC
        dba Zerowhat.com
        Cornerstone Property Development Holdings, LLC
        1105 North Cortez Road
        Apache Junction, AZ 85219

Bankruptcy Case No.: 08-00469

Chapter 11 Petition Date: January 17, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Allan D. Newdelman, Esq.
                  Allan D. Newdelman P.C.
                  80 East Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144

Total Assets: $39,200

Total Debts:  $1,225,500

Debtor's list of its Ten Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
J&P Private Investments          Investor              $575,000
Mille Phillips
3471 East Mallory Court
Mesa, AZ 85206

S&T Investments LLC              Investor              $200,000
3222 D 7/8 Road
Clifton, CO 81520

Brenda & Ralph Marrujo           Investor              $100,000
10210 East Champagne Drive
Sun Lakes, AZ 85248

Martha Haggerty                  Investor               $92,000

Con Molp                         Investor               $75,000

Billy McIntyre                   Investor               $60,000

CMI Plumbing Inc                 Investor               $60,000

Jennifer N. Helle                Investor               $35,000

Julie Farenbaugh                 Investor               $16,500

Internal Revenue Service         Estimated 2007         $12,000
                                 Corporate Loability


COUNTRYWIDE FINANCIAL: Inks 4th Amendment to Restated Rights Pact
-----------------------------------------------------------------
In connection with Countrywide Financial Corp. entering into a
merger agreement with Bank of America Corp., the company entered
into a Fourth Amendment to its Amended and Restated Rights
Agreement, dated as of Jan. 11, 2008, with American Stock Transfer
& Trust Company.

The Fourth Amendment modified Countrywide's Amended and Restated
Rights Agreement, dated as of Nov. 27, 2001, as amended by the
Substitution of Rights Agent and Amendment to Amended and Restated
Rights Agreement, dated as of Dec. 8, 2005, the Second Amendment
to Amended and Restated Rights Agreement, dated as of June 14,
2006, and the Third Amendment to Amended and Restated Rights
Agreement, dated as of Aug. 22, 2007.

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Countrywide signed a definitive agreement to sell its business to
Bank of America in an all-stock transaction worth approximately
$4.0 billion.

A full-text copy of the merger agreement dated as of Jan. 11,
2008, is available for free at:

               http://researcharchives.com/t/s?2732

In a recent report by The Wall Street Journal, Countrywide shares
dropped nearly 10% Friday on rumors that BofA could walk away from
the deal.

The Fourth Amendment, among other things, provides that the
issuance of rights under the Rights Agreement will not be
triggered as a result of the transactions contemplated by the
Merger Agreement and that the approval, execution and delivery of
the Merger Agreement, the consummation of the Merger, or the
consummation of any other transactions contemplated by the Merger
Agreement, will not be considered for purposes of determining
whether Bank of America or any of its affiliates is an "Acquiring
Person" pursuant to the Rights Agreement.

A full-text copy of the company's Fourth Amendment to the Amended
and Restated Rights Agreement is available for free at:

               http://researcharchives.com/t/s?2733

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/--  is a diversified
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's placed the ratings of Countrywide Financial Corporation
and its subsidiaries under review for upgrade.  CFC and
Countrywide Home Loans senior debt is rated Baa3 and short-term
debt is rated Prime-3.  Countrywide Bank FSB's bank financial
strength rating is C-, deposits are rated Baa1 and short-term debt
Prime-2.  All long and short-term ratings are placed under review
for possible upgrade.


CREDIT SUISSE: S&P Cuts Certificate Rating to B on Recent Losses
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
II-M-1 mortgage-backed pass-through certificates from Credit
Suisse First Boston Mortgage Securities Corp.'s series 2002-19 to
'B' from 'BB'.  At the same time, S&P affirmed its 'AAA' ratings
on the remaining classes from this series.

The downgrade of class II-M-1 reflects recent losses in the past
six months that have begun to erode the available credit support
for this class.  In addition, the level of severely delinquent
loans (90-days, foreclosures, and REOs) indicates that further
losses are feasible in the future.  Severely delinquent loans, as
a percentage of the current pool balance, were 20.53%.  Cumulative
losses, as a percentage of the original pool balance, were 1.57%.

The affirmations are based on pool performance that has allowed
credit support to remain at levels that are adequate to support
the current ratings on the certificates.  Subordination,
overcollateralization, and excess spread provide credit
enhancement for loan group 2 from series 2002-19, while
subordination provides sole credit support for loan group I.   The
collateral for this transaction consists primarily of fixed- and
adjustable-rate mortgage loans secured by first liens on one- to
four-family residential properties.

                         Rating Lowered

      Credit Suisse First Boston Mortgage Securities Corp.
            Mortgage-backed pass-through certificates

                                    Rating
                                    ------

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

                 II-M-1      B               BB

                         Ratings Affirmed

      Credit Suisse First Boston Mortgage Securities Corp.
             Mortgage-backed pass-through certificates

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

  2002-19   I-A-4,I-A-18, I-P, I-X,III-P, C-B-1        AAA
  2002-19   C-B-2,C-B-3,II-A-5,II-PP                   AAA


DAVID FLANAGAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: David Richard Flanagan
        dba Shamrock Pool Service
        13826 North 149th Lane
        Surprise, AZ 85379

Bankruptcy Case No.: 08-00495

Chapter 11 Petition Date: January 17, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Allan D. Newdelman, Esq.
                  Allan D. Newdelman P.C.
                  80 East Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


DAVID HURT: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtors: David W. Hurt
         Janis E. Hurt
         15209 North 8th Avenue
         Phoenix, AZ 85023

Bankruptcy Case No.: 08-00528

Chapter 11 Petition Date: January 18, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtors' Counsel: Allan D. Newdelman, Esq.
                  Allan D. Newdelman P.C.
                  80 East Columbus Avenue
                  Phoenix, AZ 85012
                  Tel: (602) 264-4550
                  Fax: (602) 277-0144

Total Assets: $1,788,373

Total Debts:  $4,361,813

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


DAVID PIERCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: David Pierce Corporation
        dba USA Baby
        6813-A Fairview Road
        Charlotte, NC 28210

Bankruptcy Case No.: 08-00618

Type of Business: The Debtor operates a retailer store for
                  infant and juvenile furniture and accessories.

Chapter 11 Petition Date: January 18, 2008

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Richard J. McIntyre, Esq.
                  McIntyre, Deese, Baruch, Panzarella etal
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: 813-899-6069

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
William Spivock                  Operating Cash        $387,303
6813-A Fairview Road
Charlotte, NC 28210

USA Baby - IL                    Trade debt             $20,835
793 Springer Drive
Lombard, IL 60148

Munire Furniture Co. Inc.        Trade debt             $16,479
55 Webro Road
Clifton, NJ 07012

Simplicity for Children          Trade debt             $15,836

Kolcraft Enterprises, Inc.       Trade debt              $7,738

Berg East Imports                Trade debt              $4,984

WFTS ABC                         Trade debt              $4,820

Sandberg, Pheonix & VonGodard    Legal Advice            $4,799

C&T International                Trade debt              $4,695

Brent K. August & Company        Tax preparation         $3,636

Graco Childrens Products         Trade debt              $3,499

A.P. Industries                  Trade debt              $3,305

Paymenttech Merchant Service     Trade debt              $3,168

Direct Shippers Association Inc. Trade debt              $2,824

Stanley Furniture Co., Inc.      Trade debt              $2,796

Glenna Jean MFG Co.              Trade debt              $2,760

Law Office of Steven W. Moore    Legal representation    $2,660
                                 on landlord law suit

Kidsline, LLC                    Trade debt              $2,304

Morigeau-Lepine Furniture        Trade debt              $2,270

WTVT Television                  Trade debt              $1,887


DELPHINUS CDO: Moody's Junks Rating on $48 Mil. Notes from Ba2
--------------------------------------------------------------
Moody's Investors Service downgraded these ratings of eleven
classes of notes issued by Delphinus CDO 2007-1, Ltd., and left on
review for possible further downgrade ratings of seven of these
classes of notes:

Class Description:

1) $73,500,000 Class A-1A Senior Floating Rate Notes Due
   October 2047

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

2) $86,500,000 Class A-1B Senior Floating Rate Notes Due
   October 2047

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

3) $160,000,000 Class A-1C Senior Floating Rate Notes Due
   October 2047

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

4) $144,500,000 Class A-2 Senior Floating Rate Notes Due
   October 2047

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

5) $138,500,000 Class A-3 Senior Floating Rate Notes Due
   October 2047

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

6) $131,000,000 Class B Senior Floating Rate Notes Due October
   2047

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

7) $77,500,000 Class C Mezzanine Floating Rate Deferrable Notes
   Due October 2047

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

8) $48,000,000 Class D-1 Mezzanine Floating Rate Deferrable
   Notes Due October 2047

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

9) $30,500,000 Class D-2 Mezzanine Floating Rate Deferrable
   Notes Due October 2047

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

10) $15,000,000 Class D-3 Mezzanine Floating Rate Deferrable
    Notes Due October 2047

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

11) $15,000,000 Class E Mezzanine Floating Rate Deferrable
    Notes Due October 2047

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

In addition, Moody's has placed the rating of one class of notes
issued by Delphinus CDO 2007-1, Ltd. on review for possible
further downgrade:

Class Description: $27,000,000 Class S Senior Floating Rate
Deferrable Notes Due October 2012

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee, of an event of default caused by a failure of the
Par Value Coverage Ratio on Jan. 2, 2008 to be greater than or
equal to the required amount pursuant Section 5.1(i) of the
Indenture dated July 19, 2007.

Delphinus CDO 2007-1, 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 Par Value Coverage 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, the controlling class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.

The rating downgrade taken reflects the increased expected loss
associated with the transaction.  Losses are attributed to
diminished credit quality on the underlying portfolio.  The
severity of losses of may depend on the timing and choice of
remedy to be pursued by the controlling class.  Because of this
uncertainty, the ratings of seven classes of notes issued by
Delphinus CDO 2007-1 Ltd. are on review for possible further
action.


DOWNTOWN NORTH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Downtown North Development Group LLC
        aka G & C Holdings LLC
        1101 Lucas Avenue, Suite 5W
        St. Louis, MO 63101

Bankruptcy Case No.: 08-40390

Chapter 11 Petition Date: January 18, 2008

Court: Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtors' Counsel: Daniel D. Doyle, Esq.
                  Spencer, Fane et al.
                  1 North Brentwood Boulevard, #1000
                  St. Louis, MO 63105-3925
                  Tel: (314) 863-7733
                  Fax: (314) 862-4656
                  http://www.spencerfane.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Jia-Jye Gladney aka Susan Wu                         $30,000
329 N. Central Avenue
Saint Louis, MO 63105

Klitzing Welsch Associates Inc.                      $21,000
3109 S. Grand Boulevard
Saint Louis, MO 63166

Stelmacki, Cochran and                               $5,700
Sauerburger P.C.
12655 Olive Boulevard, Suite 200
Saint Louis, MO 63141

Service Master Inc.                                  $4,574

Tech Electronics                                     $3,621

AmerenUE                                             $3,011

Metropolitan St. Louis Sewer                         $2,100

ThyssenKrupp Elevator                                $2,000

Johnson Controls                                     $2,000

Dativoci                                             $1,865

Gateway Elevator                                     $1,800

St. Louis City Water                                 $1,634

Moore Computing LLC                                  $1,000

AT&T                                                 $900

Cordia Plumbing                                      $855

Hackett Security                                     $800

JS Express                                           $496

Gateway Fire Protection                              $325

Komro Supply Co.                                     $23

Helfry, Neiers & Jones PC                            unknown


DURA AUTOMOTIVE: Wants to Assume GM Component Supply Agreement
--------------------------------------------------------------
DURA Automotive Systems, Inc., and its debtor-affiliates seek the
authority of the U.S. Bankruptcy Court for the District of
Delaware to assume a component supply agreement between the
Debtors and General Motors Corp.  The Debtors also seek the
Court's authority to file the CSA and any related materials under
seal.

Before the Petition Date, the Debtors entered into purchase
agreements with GM.  According to DURA's Chapter 11
Petition, sales to GM comprises 10% of the Debtors' total annual
revenues.

In the summer of 2007, the Debtors and GM entered into a
component supply agreement, which modified the Prepetition GM
Purchase Contracts.  The CSA modifies, among other things, the
pricing agreement between the Debtors and GM.

The Debtors and GM agree that, as a condition to assumption of
the CSA, the Debtors will file any assumption motion, the CSA,
and any related materials, under seal, Albert Togut, Esq., at
Togut, Segal & Segal, LLP, in New York, relates.

Mr. Togut says the CSA contains confidential and commercially
sensitive information that if publicly disclosed may harm the
Debtors' business relationship with GM.

Mr. Togut tells the Court that the Debtors have provided copies
of the Assumption Motion to GM, the Official Committee of
Unsecured Creditors and the office of the U.S. Trustee for the
District of Delaware.

He adds that interested parties may obtain additional information
about the CSA and the Assumption Motion from the Debtors.
Additional information will be disclosed by the Debtors, with
consent from GM, to any requesting party subject to a
confidentiality agreement relating to that additional
information.

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).


ECHOSTAR COMMS: S&P Maintains 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating, and other ratings on Englewood, Colorado-based
EchoStar Communications Corp. and removed them from CreditWatch
where they were placed on Sept. 26, 2007, with developing
implications.  The outlook is stable.

EchoStar was placed on CreditWatch following its decision to
explore separating into two distinct, publicly traded companies:
EchoStar Communications Corp., the core consumer pay-TV business,
and unrated EchoStar Holdings Corp., the wholesale set-top box
business.  The spin-off occurred on Jan. 2, 2008.  EchoStar plans
to change its name to DISH Network Corp. on about Jan. 20, 2008.

"When we initiated the CreditWatch, we stated that because the
rating incorporated some uncertainty regarding strategic and
financial policies, we could raise the ratings if the transaction
clarified whether EchoStar would pursue a financial policy
consistent with a higher rating," said Standard & Poor's credit
analyst Naveen Sarma.  "Conversely, we said we could lower the
ratings if EchoStar became aggressively levered or was likely to
pursue heavily shareholder-oriented policies."

The ratings affirmation is driven by two factors:

  -- the company's continued lack of clarity regarding its
     strategic and financial policies, and

  -- the minimal increase in leverage at EchoStar following the
     spin-off.

S&P did not raise the rating because S&P does not believe
EchoStar's management has provided sufficient clarity to remove
uncertainty about its policies for the company.

Conversely, S&P did not lower the rating because leverage at
EchoStar only increased minimally.  The spin-off of the wholesale
box business, which included $1.5 billion in cash and marketable
securities, but only $388 million in unrated debt, reduces
EchoStar's liquidity, but minimally increases its leverage to
2.25x debt-to annualized year-to-date EBITDA from 2.13x, as of
Sept. 30, 2007.

The ratings on the satellite TV provider reflect intense
competition from cable TV system operators and its satellite
rival, the DIRECTV Group Inc.  While EchoStar outpaced cable in
subscriber growth in recent years, some concern remains about the
company's longer-term competitive position due to its inability to
provide high-speed data, voice, and advanced two-way video
services that are available from cable companies.   Phone
companies would also offer these services on a wider scale over
the next few years.

In addition, a degree of financial and strategic policy
uncertainty weighs on the ratings.  Tempering factors include
healthy customer, revenue, and EBITDA growth; good liquidity from
growing discretionary cash flow and a sizable cash balance; and
generally admirable customer satisfaction metrics.


ECOMARES INC: Chapter 15 Petition Summary
-----------------------------------------
Petitioner: Dieter Kloth
            Ecomares, Inc.
            Attention: Jeffrey L. Hartman, Esq.
            510 West Plumb Lane, Suite B
            Reno, NV 89509
            Tel: (775) 324-2800
            Fax: (775) 324-1818

Debtor: Ecomares, Inc.
        Attention: Jeffrey L. Hartman, Esq.
        510 West Plumb Lane, Suite B
        Reno, NV 89509
        Tel: (775) 324-2800
        Fax: (775) 324-1818

Case No.: 08-50074

Type of Business: The Debtor is a holding company that was founded
                  by a group of German scientists and developers
                  and incorporated in Nevada in 2003.  Its
                  principal place of business is, however, Kiel,
                  Germany.   Its subsidiaries are engaged in the
                  design, building and operation of fish
                  hatcheries worldwide.

                  On December 1, 2007, an insolvency proceeding
                  was commenced against the Debtor under the
                  German insolvency act.

                  In Nevada, the Debtor is a named party in two
                  civil actions that are pending in separate
                  courts, namely against Colville Services, Ltd.
                  and against Angelina Ovcharik.
                  See  http://www.ecomares.de/

Chapter 15 Petition Date: January 18, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Petitioner's Counsel: Jeffrey L. Hartman, Esq.
                      510 West Plumb Lane, Suite B
                      Reno, NV 89509
                      Tel: (775) 324-2800
                      Fax: (775) 324-1818

Estimated Assets: Unknown

Estimated Debts:  Unknown


ELWOOD ENERGY: S&P Lifts Rating on $402 Mil. 2026 Bonds to 'BB'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Elwood
Energy LLC's $402 million ($296.8 million outstanding) 8.159%
senior secured bonds due 2026 to 'BB' from 'BB-'.  S&P also
assigned a '2' recovery rating to the bonds, indicating its
expectation of substantial recovery (70% to 90%) recovery in a
payment default scenario.  Recovery prospects for project finance
entities, such as Elwood Energy, are incorporated into the issue
rating and the entity is not assigned a corporate credit rating.
The outlook is stable.

The upgrade reflects the greater likelihood that Elwood would be
able to enter into replacement contracts or earn capacity payments
at levels sufficient to cover debt service when its power sales
agreement with Exelon Generation Co. LLC (BBB+/Stable/A-2) expires
in 2012.

"This is because of the favorable capacity market development in
the PJM Interconnection and the structural provisions in the bond
financing documents that trap cash and restrict distribution to
sponsors based on the level of contracted capacity and robustness
of debt service coverage ratios," said Standard & Poor's credit
analyst Chinelo Chidozie.

Elwood is a 1,409 MW merchant peaking power plant near Chicago,
Illinois that sells into the PJM's Northern Illinois control area
and is fully contracted through 2012 and partially through 2017.
Subsidiaries of Dominion Resources Inc. (A-/Stable/A-2) own 50% of
Elwood, J-Power North American Holdings Co.Ltd. owns 49.9%, and
Peoples Energy Corp. (A-/Stable/--) owns the remaining 0.1%.

Standard & Poor's expects near-term stability in ratings, based on
cash flows from investment-grade-rated off-takers that are not
sensitive to dispatch.

S&P could lower Elwood Energy's rating if S&P cuts either off-
taker's rating to below that of Elwood.  An upgrade will depend on
continued market improvement in the Northern Illinois hub of the
PJM.


EMI GROUP: Terra Firma Outlines Restructuring Plan
--------------------------------------------------
Terra Firma Plc, EMI Group Plc's new owner, confirmed plans to
restructure the music company, particularly its Recorded Music
Division.

Guy Hands, EMI Group's chairman, unveiled a fundamental reshaping
of the business to reflect the rapidly-changing nature of the
music industry.

The changes include:

    * positioning EMI's labels to ensure they will be
      completely focussed on A&R and maximizing the potential of
      all their artists;

    * developing a new partnership with artists, based on
      transparency and trust, and helping all artists monetise
      the value of their work by opening new income streams such
      as enhanced digital services and corporate sponsorship
      arrangements;

    * bringing together all the group's key support activities
      including sales, marketing manufacturing and distribution
      into a single division with a unified global leadership;
      and

    * the elimination of significant duplications within the
      group to simplify processes and reduce waste.

The changes, which will be implemented over the next six months,
will enable the group to invest more in its A&R operations both to
identify and sign promising new artists and to maximize the
potential of its existing roster.

The restructuring is being carried out following an intense three-
month consultation review of the business by Terra Firma since it
acquired the business last year and many of the measures being
implemented have come at the suggestion of staff, artists or their
managers.

The restructuring will also enable the group to capture
significant efficiencies and cost reductions which are expect to
reduce costs by up to 200 million per year.  The restructuring is
also expected to lead to a worldwide headcount reduction within
the group of between 1,500 and 2,000.

"We have spent a long time looking intensely at EMI and the
problems faced by its Recorded Music division which, like the rest
of the music industry, has been struggling to respond to the
challenges posed by a digital environment," Mr. Hands commented.

"We believe we have devised a new revolutionary structure for the
group that will improve every area of the business," Mr. Hands
continued.  "In short it will make EMI's music more valuable for
the company and its artists alike. The changes we are announcing
today will ensure that this iconic company will be creating
wonderful music in a way that is profitable and sustainable."

                        About Terra Firma

Terra Firma is a leading European private equity firm, created
in 2002 as the independent successor to the Principal Finance
Group, a division of Nomura that was created in 1994.  Terra
Firma focuses on buyouts of large, asset-rich and complex
businesses in need of operational and/or strategic change.

                            About EMI

Headquartered in London, United Kingdom, EMI Group PLC --
http://www.emigroup.com/-- is the world's largest independent
music company, operating directly in 50 countries and with
licensees in a further 20.  The group has operations in Brazil,
China, and Hungary.  The group employs over 6,600 people.
Revenues in 2005 were near EUR2 billion and operating profit
generated was over EUR225 million.

EMI Group's consolidated balance sheet for the fiscal year ended
March 31, 2007, showed GBP1.498 billion in total assets, GBP2.649
billion in total liabilities and GBP1.151 billion in shareholders'
deficit.

The company issued two profit warnings since January 2007.


ENECO INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: ENECO, Inc.
        391-B Chipeta Way
        Salt Lake City, UT 84108

Bankruptcy Case No.: 08-20319

Type of Business: The Debtor developed the Thermal Chip, a
                  semiconductor that it claimed to converted heat
                  into electricity with a promise of substantial
                  energy savings and a reduction in harmful
                  emissions.  See http://www.eneco.com/

Chapter 11 Petition Date: January 18, 2008

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Scott A. Cummings, Esq.
                  Steven T. Waterman, Esq.
                  Ray Quinney & Nebeker
                  36 South State Street, Suite 1400
                  P.O. Box 45385
                  Salt Lake City, UT 84145-0385
                  Tel: (801) 323-3363, (801) 532-1500
                  Fax: (801) 532-7543

Estimated Assets: $10 Million to $50 Million

Estimated Debts:   $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Catalyst Investment Group      investment fee        $500,000
10-13 Jovat Lane
London, England EC3R 8DN

Ciralus Fine Arts              2003 note             $252,227
7, rue Versonnex
CH 1207 Geneva Switzerland

Maximillian & Co.              consulting fees       $221,115
Tanyard Manor
Sharpthorne, Sussex RH19
4HY UK

Hagelstein, Peter              consulting fee        $90,000

Epitaxial Laboratory, Inc.     M.B.E. Epitax         $90,000
                               Equipment

Tuckerman & Associates, Inc.   consulting fee        $78,980

Shannon Industries             2003 note             $66,320

De Joya Griffith & Co., L.L.C. audit fees            $35,000

Mishcon de Reya                legal fees            $34,706

Lewinsohn, Max                 note                  $30,000

Capital Premium Financing,     D.&O. Insurance       $29,000
Inc.

Sevastyanenko, Victor          back wages            $21,833

Internal Revenue Service       taxes                 $19,000

Workman, Nydeggar & Seeley     legal fees            $14,276

Trythall, Elizabeth            back wages            $12,333

Maurice Brau Colorado Research trade vendor          $10,000

Kucherov, Yan                  back wages            $9,000

Uze, David                     interview expense     $9,000

Beehive Insurance Agency       D.&O. insurance       $9,000
                               broker

University of Utah Sponsored   services contract     $7,500
Projects


ERIE BAY: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Erie Bay Harbor Marina, Inc.
        5522 West Jefferson Avenue
        Trenton, MI 48183

Bankruptcy Case No.: 08-41123

Chapter 11 Petition Date: January 17, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Martin L. Fried, Esq.
                  Goldstein, Bershad, Fried & Lieberman
                  4000 Town Center
                  Suite 1200
                  Southfield, MI 48075
                  Tel: (248) 355-5300

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Monroe Bank & Trust                                    $784,749
102 East Front Street
Monroe, MI 48161

Mercury Marine                                         $256,013
75 Remittance Drive
Suite 1957
Chicago, IL 60675

Textron Financial                                      $194,624
21720 Network Place
Chicago, IL 60673

GE Commercial Distribution      Acct. No 165730        $176,874

                                                       $174,837

Brunswick Acceptance Co.                                $89,212

Martha Lezotte                                          $30,000

Shrink Wrap Internation                                 $15,000

Wally Little                                            $12,000

American Canvas                                         $10,000

Anchor Pointe                                            $8,000

BRP US Inc.                                              $7,831

Lund Boats                                               $7,546

Land N Sea                                               $7,279

Lost Peninsula                                           $7,000

Hanover Insurance                Acct. No. WHH8692738    $6,708

Scuttlebutt                                              $4,372

Meyers & Associate                                       $4,000


EUROFRESH INC: S&P Cuts Ratings to 'D' on Missed Interest Payment
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on EuroFresh Inc. to 'D' from 'CCC', and the rating on its
11.5% senior notes to 'D' from 'CCC-'.  At the same time, Standard
& Poor's lowered its rating on the company's bank loan facility to
'CC' from 'B-', while the '1' recovery rating on this facility
remains unchanged.  The 'CC' rating on the company's $44.2 million
step-up senior subordinated discount notes is affirmed.

"The downgrades are based on the company's failure to pay its
Jan. 15, 2008, interest payment on its 11.5% senior notes due
2013," said Standard & Poor's credit analyst Bea Chiem.  The
company has a 30-day grace period within which to make the
interest payment in order to avoid a default under the notes.   At
Dec. 31, 2007, the company was not in compliance with its leverage
covenant on its senior secured bank debt, and the company is in
discussions with its bank group to secure a forbearance agreement.

Willcox, Arizona-based EuroFresh is a year-round producer and
marketer of fresh greenhouse-grown tomatoes in the U.S. Operating
performance continues to deteriorate because of rising operating
costs and crop-yield issues.  Standard & Poor's will continue to
monitor the situation and make updates as additional information
becomes available.


FEDDERS CORP: Completes $7.5 Million Sale of Affiliate's Assets
---------------------------------------------------------------
Fedders Corporation has completed the sale of its Fedders
Islandaire Inc. subsidiary's assets to Robert E. Hansen, Jr.,
president of Islandaire.

As reported in the Troubled Company Reporter on Jan. 16, 2008,
the Honorable Brendan L. Shannon of the U.S. Bankruptcy
Court for the District of Delaware approved Fedders Corp. and
its debtor-affiliates' proposed bidding procedure for the sale
of substantially all of Fedders Islandaire Inc.'s assets for
$7.5 million.

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

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

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Court extended the Debtors' exclusive period to file a Chapter
11 plan until Feb. 29, 2008.


FEDDERS CORP: Sells Eubank Coil to National Oil for $2.3 Million
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
approved the sale of substantially all of Eubank Coil Company's
assets to National Oil Company, United Refrigeration Inc., and
Tersco Property Management Limited for $2,340,000.

Eubank Coil is a subsidiary of Fedders Corporation.

Eubank entered into an asset purchase agreement dated Dec. 14,
2007, with National Oil Company for the sale of its assets.

Under the sale agreement, National Oil will assume certain
liabilities and certain executory contracts and unexpired leases.

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

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

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Court extended the Debtors' exclusive period to file a Chapter
11 plan until Feb. 29, 2008.


FEDDERS CORP: Unsecured Creditors Want to Sue Insiders & Lenders
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Fedders Corp. and
its debtor-affiliates' Chapter 11 cases asks authority from the
U.S. Bankruptcy Court for the District of Delaware to assert and
prosecute the Debtors' claims against certain insiders, lenders,
and directors, on behalf of the Debtors.

Committee conflicts counsel Sharon L. Levine, Esq., at Lowenstein
Sandler P.C., relates that, in accordance with its fiduciary
duties to unsecured creditors in the Debtors' cases, the Committee
began an extensive investigation of claims that the Debtors'
estates hold against third parties.  These parties include:

   A) Lenders

      -- Goldman Sachs Credit Partners L.P.
      -- Bank of America, N.A.
      -- General Electric Capital Corporation
      -- Highland Capital Partners, LLC

   B) Insiders

      -- Salvatore Giordano, Jr.
      -- Michael Giordano
      -- Joseph Giordano, S.A.
      -- Robert L. Laurent
      -- Kent E. Hansen
      -- Peter Gasiewicz
      -- Warren Emley

   C) Outside Directors

      -- William J. Brennan
      -- David C. Chang
      -- Michael L. Ducker
      -- Howard S. Modlin
      -- Herbert A. Morey
      -- Anthony E. Puleo
      -- Jitendra V. Singh

The Committee also continues to investigate potential claims
against Wachovia Bank, N.A., certain financial advisors,
accountants, auditors, and other officers of the Debtors.

Ms. Levine says that the Committee had compelled the Debtors to
use their authority to either commence a lawsuit and prosecute the
claims, or to consent to the Committee's standing.  Since the
Committee did not receive any response from the Debtors, the
Committee accordingly asks the Court for proper standing to
prosecute such claims.

               Committee's Investigation of Claims

According to Ms. Levine, the Committee's investigation discovered
apparent misconduct being done by the lenders, the insiders, and
outside directors, which collectively caused as much as
$150 million or more in damages to the Debtors and, ultimately,
the unsecured creditors.

The claims against the defendants are premised upon causes of
action, which include the following, among others:

    1) breach of fiduciary duty;
    2) aiding and abetting breach of fiduciary duty;
    3) fraudulent conveyance;
    4) aiding and abetting fraudelent conveyance;
    5) waste of corporate assets / ultra vires acts;
    6) tortious interference with contractual relations;
    7) tortious interference with prospective business advantage;
    8) improvident lending;
    9) unjust enrichment; and
   10) breach of the covenants of good faith and fair dealing.

Ms. Levine relates that, first, the insiders betrayed the Debtors
by using the Debtors as their "personal piggy bank" and extracted,
among other things, lavish compensation, interest-free personal
loans and rich severance packages, even when they knew the Debtors
were financially disintegrating.  In March 2007, the insiders
closed on loans they knew the Debtors could never repay.  Ms.
Levine tells the Court that the loans were already in default when
the insiders signed the corresponding loan agreements.  The
insiders breached their fiduciary duties and hid their loan
agreements from public filings, Ms. Levine contends.

Second, the lenders are jointly and severally liable by aiding and
abetting the insiders' misconduct.  Even though the loans were in
default, the lenders gave the insiders substantial assistance and
encouragement, so they could pocket large fees for themselves,
argues Ms. Levine.

Third, Ms. Levine complained that the outside Directors didn't
safeguard the interests of the Debtors and apparently allowed
insiders' and lenders' misconduct to happen.

The Committee concludes that a recovery coming from a successful
litigation against the conspirators will be beneficial to the
Debtors' estates.

                    About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

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

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Court extended the Debtors' exclusive period to file a Chapter
11 plan until Feb. 29, 2008.


FLEXTRONICS INTERNATIONAL: Dr. Willy Shih Joins Board of Directors
------------------------------------------------------------------
Flextronics International has announced that Willy Shih, Ph.D.,
Harvard Business School senior lecturer, has been appointed to
the company's Board of Directors effective immediately.

Dr. Shih is currently a senior lecturer for the Harvard Business
School, a role he has held since January 2007.  Dr. Shih's broad
industry career experience includes significant accomplishments
for globally recognized organizations such as Kodak, IBM,
Silicon Graphics and Thomson.  While at Kodak, Dr. Shih led the
organization to leadership market positions in the United States
in consumer digital cameras, photo printing consumables and
online photofinishing services.  He also managed key
intellectual property projects at Thomson and at Kodak. Dr. Shih
holds a Ph.D. in Chemistry from the University of California,
Berkeley and S.B. degrees in Chemistry and Life Sciences from
the Massachusetts Institute of Technology.

"Willy is a strong leader who brings complementary and well-
rounded experience to the Flextronics Board along with a shared,
practical approach to the leadership of complex global
organizations. We feel we have added significant strength to our
organization," said Flextronics chief executive officer, Mike
McNamara. "I would like to welcome Willy as the newest member of
the Flextronics Board."

As previously announced and in connection with the appointment
of the new director, Michael Marks has simultaneously retired as
a director of Flextronics International.  Ray Bingham has
assumed the role of Flextronics' Chairperson of the Board.  Mr.
Bingham has served as a member of Flextronics Board since
October 2005.  He has also served in a number of capacities with
Cadence Design Systems, Inc., a supplier of electronic design
automation software and services.  Mr. Bingham served Cadence as
its Executive Chairperson from May 2004 to July 2005, Director
from November 1997 to April 2004, President and Chief Executive
Officer from April 1999 to May 2004, and Executive Vice
President and Chief Financial Officer from April 1993 to April
1999.

Mr. McNamara continued, "On behalf of the Board, I would like to
thank Michael for his many contributions to Flextronics over the
years.  His guidance and leadership have been significant to our
organization and we wish Michael all the best in his future
endeavors."

As reported in the Troubled Company Reporter - Latin America on
Jan. 4, 2008, Flextronics International Ltd. intended to close its
Wilmington manufacturing plant next month, eliminating more than
100 jobs, Globe Newspaper Company reports citing a letter the
company sent to state officials.

The report recounted that Flextronics bought Solectron in October
for $3.6 billion and decided to close the Wilmington plant as
part of the process of combining the companies.

Director of Compliance for Flextronics Grainne Blanchette was
quoted by the news agency as saying, "This was a difficult
decision to make and was reached only after analyzing the
options available."  The decision was needed to "achieve the
necessary reductions in costs" associated with the merger, he
added.

After completing the Solectron acquisition, the report related,
the company planned to cut 7,000 jobs worldwide, close several
facilities, and record restructuring charges of $430 million
to $500 million over the next year.

The report said that according to the company's letter, dated
Nov. 5, the job cuts will occur between Jan. 17 and 31.

Federal law generally requires large employers to notify
employees and the government of a plant closing or major layoff
at least 60 days in advance, the report adds.

                About Flextronics International

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX) -- http://www.flextronics.com/-- is an
Electronics Manufacturing Services provider focused on
delivering design, engineering and manufacturing services to
automotive, computing, consumer digital, industrial,
infrastructure, medical and mobile OEMs.  Flextronics helps
customers design, build, ship, and service electronics products
through a network of facilities in over 30 countries on four
continents including Brazil, Mexico, Hungary, Sweden, United
Kingdom, among others.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 4, 2007,
Fitch Ratings has completed its review of Flextronics
International Ltd. following the company's acquisition of
Solectron Corp. and resolved Flextronics' Rating Watch Negative
status by affirming these ratings: Issuer Default Rating at 'BB+';
and Senior unsecured credit facility at 'BB+'.

Fitch also rated Flextronics' new senior unsecured Term B loan at
'BB+'.  Additionally, Fitch has downgraded the rating on
Flextronics' senior subordinated notes from 'BB' to 'BB-'.  The
Rating Outlook is Negative.

At the same time, Moody's Investors Service confirmed the ratings
of Flextronics International Ltd. with a negative outlook and
assigned a Ba1 rating to the company's new $1.75 billion delayed
draw unsecured term loan in response to the closing of the
Solectron acquisition.

The initial draw on the term loan ($1.1 billion) will finance the
cash portion of the merger consideration.


GCI INC: Earns $2.2 Million in Third Quarter Ended Sept. 30
-----------------------------------------------------------
GCI Inc. reported net income of $2.2 million for the third quarter
ended Sept. 30, 2007.  The company's third quarter net income
compares to income of $6.5 million in the same period of 2006.

GCI's third quarter 2007 revenues totaled $133.9 million, an
increase of 7.0% over revenues of $125.1 million in the third
quarter of 2006.  The company said that revenue increases from
video, data and wireless were partially offset, as expected, from
decreasing voice revenues.  Voice revenues decreased across the
company's business segments as a result of lower rates and fewer
long distance minutes carried on its network.

Third quarter 2007 earnings before interest, taxes, depreciation,
amortization and share based compensation expense totaled
$38.7 million.  EBITDAS decreased $2.6 million or 6.4% from the
third quarter of 2006.  The decrease in EBITDAS was primarily
attributable to a decrease in EBITDAS from the network access and
commercial segments, offset in part, by strong growth in the
consumer segment.

Sequentially, revenues for the company increased $4.3 million, an
increase of 3.3%, over second quarter 2007 revenues of
$129.6 million.  Third quarter EBITDAS of $38.7 million decreased
6.4% from $41.3 million in the second quarter of 2007.  Sequential
increases in revenue occurred in all business segments.  The
increase in EBITDAS from the consumer segment was offset by
decreases from the network access, commercial and managed
broadband segments.

"Our consumer business had a spectacular quarter," said GCI
president, Ron Duncan.  "Customer metrics were up all across the
board including solid increases in wire line, wireless, high speed
data and video customers.  We significantly outpaced our largest
competitor in each of these categories adding more than three
times as many high speed customers and almost twice as many
wireless customers."

"We are also doing very well with the efforts to grow our local
service footprint and convert all of our local services to our own
facilities.  We had an increase of 5,300 access lines on our own
facilities in the third quarter and ended the quarter with more
than half of our total access lines exclusively on our own
facilities.  Our plan for complete facilities independence is
making excellent progress."

"Unfortunately our strong success in the marketplace was offset by
continued challenges in our carrier business which is down
significantly from the prior year.  The reductions in carrier
traffic and some sluggishness in our commercial sector overwhelmed
the success of our consumer business to produce very disappointing
financial results for the quarter."

Total selling, general and administrative expenses increased 12.8%
to $49.0 million as compared to $43.4 million in the third quarter
of 2006 and increased 3.1% from the second quarter of 2007.  The
increase in SG&A from the prior year was primarily due to the
consolidation of Alaska DigiTel and increases in labor and
benefits costs.  Excluding Alaska DigiTel and non-cash share based
compensation costs, SG&A increased 1.3% as compared to the prior
year and increased 1.0% from the second quarter of 2007.

During the third quarter of 2007 GCI's capital expenditures
totaled $37.5 million as compared to $43.6 million in the second
quarter of 2007.  GCI's capital expenditures include those of
Alaska DigiTel.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$967.7 million in total assets, $708.2 million in total
liabilities, $6.5 million in minority interest, and $253.0 million
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2737

                          About GCI Inc.

Headquartered in Anchorage, Alaska, GCI Inc. (NASDAQ: GNCMA) --
http://www.gci.com/-- is an integrated telecommunications
provider.  A pioneer in bundled services, GCI provides local,
wireless, and long distance telephone, cable television, Internet
and data communication services.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's placed the Ba3 Corporate Family rating and B1 Senior
Unsecured rating of GCI Inc. under review for possible downgrade.
The rating action was prompted by the company's recent
announcement that it plans to construct a wireless network
throughout the state of Alaska, funded with debt.   Moody's noted
that the increased capital expenditures associated with GCI's
planned wireless network build are occurring at a time when debt
levels are already expected to rise to fund pending acquisitions
and other capital spending initiatives.


GS MORTGAGE: Fitch Junks Ratings on Four Certificate Classes
------------------------------------------------------------
Fitch Ratings has taken various rating actions on these GS
Mortgage Securities GSR mortgage pass-through certificates:

GSR 2006-2F
  -- Class A affirmed at 'AAA';
  -- Class M1 affirmed at 'AA+';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 downgraded to 'A-' from 'A';
  -- Class B-3 downgraded to 'BB+' from 'BBB';
  -- Class B-4 downgraded to 'CC/DR3' from 'BB';
  -- Class B-5 downgraded to 'C/DR4' from 'B', and removed from
     Rating Watch Negative.

GSR 2006-3F
  -- Class A affirmed at 'AAA';
  -- Class M1 affirmed at 'AA+';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 downgraded to 'BB+' from 'BBB';
  -- Class B-4 downgraded to 'B' from 'BB';
  -- Class B-5 downgraded to 'C/DR4' from 'B', and removed from
     ating Watch Negative.

GSR 2006-AR2 Group1
  -- Class A affirmed at 'AAA';
  -- Class 1B1 affirmed at 'AA+';
  -- Class 1B2 affirmed at 'A+';
  -- Class 1B3 affirmed at 'BBB+';
  -- Class 1B4 affirmed at 'BB+';
  -- Class 1B5 affirmed at 'B+'.

GSR 2006-AR2 Group2
  -- Class A affirmed at 'AAA';
  -- Class 2B1 affirmed at 'AA';
  -- Class 2B2 affirmed at 'A';
  -- Class 2B3 affirmed at 'BBB';
  -- Class 2B4 downgraded to 'B' from 'BB';
  -- Class 2B5 downgraded to 'C/DR4' from 'B', and removed from
Rating Watch Negative.

The affirmations affect approximately $1.89 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The downgrades,
affecting approximately $22.1 million of the outstanding
certificates, reflect deterioration in the relationship between
credit enhancement and expected losses.

As of the December remittance date, the pool factor for the GSR
2006-2F is 85% and is 22 months seasoned.  Approximately 1.48% of
the pool is more than 60 days delinquent.  This includes
foreclosures and real estate owned of 0.36% and 0.22%
respectively.  The B-5 bond currently has 0.29% of credit
enhancement.

The pool factor for the GSR 2006-3F is 85% and the deal is 21
months seasoned.  The 60+ delinquencies are 1.18% of the pool,
which includes foreclosures and REO of 0.11% and 0.26%
respectively.  The B-5 bond has 0.29% of credit enhancement.

The GSR 2006-AR2 Group1 and Group2 has a pool factor of 12% and
80% respectively.  Group1 is 20 months seasoned and Group2 is 20
months seasoned.  The 60+ delinquencies for Group1 and Group2 are
12.75% and 1.89% of the pool respectively, which includes REO of
4.61% for Group1 and 0.20% for Group2.  The Group2 has
foreclosures of 0.71%. The 1B5 bond has 3.17% of credit
enhancement.

Wells Fargo Bank, N.A., rated 'RMS1' by Fitch, acts as a Master
Servicer for the above transactions.


HARRAH'S ENT: Fitch Withdraws 'BB+' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has withdrawn these ratings for Harrah's
Entertainment, Inc. and Harrah's Operating Co.:

  -- HET Issuer Default Rating 'BB+';
  -- HOC Issuer Default Rating 'BB+';
  -- Senior Unsecured bank credit facilities 'BB+';
  -- Senior Unsecured notes 'BB+'
  -- Senior Unsecured subordinated notes 'BB-'

Based on publicly available information regarding the proforma
capital structure for the leveraged buyout by Apollo Management LP
and Texas Pacific Group, Fitch believes that HET's IDR would be
rated no higher than 'B' and the existing $4.6 billion of
unsecured debt that is being rolled over in the transaction would
be rated no higher than 'CCC+'.  However, Fitch is withdrawing its
ratings because it believes that disclosure of financial
information is inadequate for Fitch to maintain ratings or rate
the LBO transaction, which is valued at roughly $31.2 billion
including sponsor equity and rollover debt.


HOFF JEWELERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hoff Jewelers Inc.
        833 SW Third Street
        New Brighton, MN 55112

Bankruptcy Case No.: 08-30220

Type of Business: The Debtor is a family owned and operates
                  jewelry store.
                  See: http://www.hoffjewelers.com/

Chapter 11 Petition Date: January 18, 2008

Court: District of Minnesota (St Paul)

Judge: Dennis D. O'Brien

Debtors' Counsel: Steven B. Nosek, Esq.
                  Steven Nosek

                  701 4th Avenue South, Suite 300
                  Minneapolis, MN 55415
                  Tel: (612) 335-9171
                  Fax: (612) 333-9220

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Goldstar Trust Company                               $1,084,869
PO Box 719
Canyon, TX 79015

Larry Ricke                   Attorney for AD        $771,506
Leonard Street & Deinard      Diamonds/Amos
150 South 5th Street #2300    Dabush
Minneapolis, MN 55402

SB&T Designs LTD                                     $469,941
SB&T House, Plot #GJ3
Seepz++ Andheri East
Mumbaia India 400096

American Finance Solutions                           $146,488

Frank Hoff                                           $143,609

SB&T Gem Imports                                     $141,889

Astra-Mechlin Diamonds LTD                           $103,857

A. Benjamini                                         $92,862

K.P. Sanghvi, Inc.                                   $76,568

L.I.D.                                               $75,151

Suashish Diamonds                                    $63,848

B.H. Multicom                                        $58,157

Dynamic Design Group, Inc.                           $40,798

Sumit Diamond Corp                                   $38,472

Rama-International, LLC                               $35,198

Nili Jewelery Corp                                   $34,076

Interings                                            $33,157

Royal Chain                                          $20,384

CBS Outdoor                                          $23,320

Burnsville Center                                    $23,010


HOVNANIAN ENT: Fitch Lowers Issuer Default Rating to B- from BB-
----------------------------------------------------------------
Fitch Ratings has downgraded Hovnanian Enterprises, Inc. Issuer
Default Rating and outstanding debt ratings as:

  -- IDR to 'B-' from 'BB-';
  -- Senior unsecured notes to 'B-/RR4' from 'BB-';
  -- Unsecured bank credit facility to 'B-/RR4' from 'BB-';
  -- Senior subordinated notes to 'CCC/RR6' from 'B';
  -- Series A perpetual preferred stock to 'CCC-/RR6' from
     'B-'.

Fitch has also placed HOV on Rating Watch Negative.

Fitch's '4' Recovery Rating on HOV's unsecured notes and revolving
credit facility indicate average (30%-50%) recovery prospects for
holders of these debt issues.  HOV's exposure to performance bonds
and the possibility that part of these contingent liabilities
would have a claim against the company's assets were considered in
determining the recovery for the unsecured debt holders.  The
'RR6' on HOV's senior subordinated notes and preferred stock
indicate poor recovery prospects (10%-30%) in a default scenario.
Fitch applied a liquidation value analysis for these RRs.

The downgrade reflects the current difficult U.S. housing
environment, current and expected negative trends in HOV's
operating margins and meaningful deterioration in credit metrics,
especially interest coverage and debt/EBITDA ratios.  HOV was
slower than most in braking its growth.  Consequently the
inventories, although now starting to come down, are above comfort
levels and debt leverage remains above the company's targeted
levels.  While cash flow from operations only totaled $62 million
for all of its fiscal year 2007, HOV generated $357 million of
cash from operations during its fourth quarter, allowing the
company to pay down debt by $390 million from the third quarter-
2007.  HOV projects it will generate in excess of $100 million of
cash flow in 2008.

The Rating Watch Negative reflects HOV's exposure to liquidity
risk given ongoing negotiations with its bank group regarding
modifications to its revolving credit agreement.  As of
Oct. 31, 2007, HOV was not in compliance with the tangible net
worth and leverage covenants under its revolving credit agreement.
HOV was able to obtain a temporary waiver of compliance from its
bank group and the facility was downsized from $1.5 billion to
$1.2 billion.  Resolution of the Rating Watch Negative will be
based on the company's ability to negotiate a new bank credit
facility.  Fitch will review the terms and conditions of the new
agreement, including the amount of funds the company can access
under it.

Future ratings and outlook will be influenced by the economy and
broad housing market trends as well as company-specific activity,
such as land and development spending, general inventory levels,
speculative inventory activity, gross and net new order activity,
debt levels and free cash flow trends and uses.  The possibility
of the housing downturn continuing longer and becoming deeper than
anticipated could have broad ratings implications for
homebuilders.

Ratings for HOV are influenced by the company's successful
execution of its business model, land policies and geographic,
price point and product line diversity.  HOV has been an active
consolidator in the homebuilding industry which had contributed to
above average growth during the seven years ending in 2005, but
has kept debt levels somewhat higher than its peers.  Management
has also exhibited an ability to quickly and successfully
integrate its acquisitions.  Significant insider ownership aligns
management's interests with HOV's long term financial health.

HOV employs conservative land and construction strategies,
typically purchasing land only after necessary entitlements have
been obtained so that development or construction may begin as
market conditions dictate.  HOV extensively uses lot options.  The
use of land option contracts without specific performance clauses
gives HOV the ability to renegotiate price/terms or void the
option which limits down side risk in market downturns and
provides the opportunity to hold land with minimal investment.
HOV controls roughly a 5.25-year supply of land based on latest 12
months home deliveries, 40% of which are owned and the balance
controlled through options.  HOV has reduced its land holdings by
approximately 32% since Oct. 31, 2006 and by 47% from its peak
level at the end of April 2006. HOV's unconsolidated joint venture
activities are still moderate in size and conservatively levered.

HOV has been successful in reducing speculative built homes during
the fourth quarter of 2007, reducing the total by about 14.4%
versus the third quarter of 2007 and down 27.4% compared to the
peak (third quarter of 2006).  Nevertheless, the 2,390 unsold
homes at the end of the fiscal year represented about 5.5 started
and unsold homes per community.  It is likely that spec homes
would be priced aggressively in order to move the inventory, to
the disadvantage of margins.


HYDROCHEM INDUSTRIAL: S&P Withdraws 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B' corporate credit rating, on Deer Park, Texas-based
HydroChem Industrial Services Inc. at the company's request.


INDYMAC RESIDENTIAL: Expected Losses Cue Fitch to Junk Ratings
--------------------------------------------------------------
Fitch Ratings has taken various rating actions on these IndyMac
Residential Asset Securities Trust mortgage pass-through
certificate:

RAST 2007-A3
  -- Class A affirmed at 'AAA';
  -- Class B-1 downgraded to 'AA-' from 'AA';
  -- Class B-2 downgraded to 'BBB+' from 'A';
  -- Class B-3 downgraded to 'BB-' from 'BBB';
  -- Class B-4 downgraded to 'C/DR4' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B'.

The affirmations affect approximately $329.9 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The downgrades,
affecting approximately $20.3 million of the outstanding
certificates, reflect deterioration in the relationship between
credit enhancement and expected losses.

As of the December remittance date, the pool factor for the deal
is 96% and is 10 months seasoned.  Approximately 3.01% of the pool
is more than 60 days delinquent.  This includes foreclosures and
real estate owned (REO) of 1.09% and 0.21% respectively.  The B-5
bond currently has 0.41% of credit enhancement.

IndyMac Bank, FSB, rated 'RPS2+' and placed on Rating Watch
Negative by Fitch, acts as a Servicer for the above transaction.


INTERSTATE BAKERIES: Yucaipa Disapproves Disclosure Statement
-------------------------------------------------------------
Yucaipa Companies LLC and several pension funds and contract
parties object to the approval of the Disclosure Statement filed
by Interstate Bakeries Corporation and its debtor-affiliates with
respect to its Plan of Reorganization, dated Nov. 5, 2007.

Yucaipa argues that the Disclosure Statement does not contain
adequate information under Section 1125 of the Bankruptcy Code.

The principle of disclosure and sufficient data is "[o]f prime
importance in the reorganization process," Robert A. Klyman,
Esq., at Latham & Watkins LLP, in Los Angeles, California, states
on Yucaipa's behalf.

According to Mr. Klyman, the information regarding the Debtors'
liquidation analysis, claim estimates and the company's
projections should be the salient points in the Disclosure
Statement.  Similarly, he adds, the Plan's essential pre-
conditions with respect to its new labor contract with the
International Brotherhood of Teamsters should have been
disclosed.

Moreover, Mr. Klyman asserts that it is well settled that a
disclosure statement should not be approved where a proposed plan
is unconfirmable.

Mr. Klyman argues that the Plan is "patently unconfirmable"
because:

   -- the Plan depends entirely on a business plan that requires
      massive concessions from the Teamsters; and

   -- the Teamsters have repeatedly and consistently stated that
      it prefers liquidation to that business plan.

"The Debtors have failed to reach agreement with the Teamsters
with respect to a new business plan during the lengthy term of
these cases, and there is no reason to expect that the Debtors
will achieve such agreement by virtue of soliciting votes on the
Plan," Mr. Klyman tells the Hon. Jerry W. Venters.

To the contrary, Mr. Klyman says, in light of the undisputed
history of the Debtors' labor negotiations, such solicitation
would be a useless expense to the Debtors' estate and a waste of
estate assets.

Given that the Plan is unconfirmable, coupled with "the size of
the Debtors' cases, the huge number of creditors and interest
holders that are entitled to vote on approval of the Plan," the
U.S. Bankruptcy Court for the Western District of Missouri should
deny the approval of the Disclosure Statement, Mr. Klyman
maintains.

Reiterating the issues raised by Yucaipa, several multi-employer
employee benefit plans contend that the Disclosure Statement is
of minimal, if not inadequate, value as evidenced by its failure
to include specific critical information, including:

   (a) the Debtors' assets and their value;

   (b) IBC's anticipated future;

   (c) the Debtors' present condition and performance since the
       Petition Date;

   (d) sufficient financial information, data, valuations,
       projections relevant to creditors' decision to accept or
       reject the Plan;

   (e) relevant risks imposed on creditors;

   (f) actual projected realizable vale from recovery of
       preferential or otherwise avoidable transfers;

   (g) relationship of the Debtors with their affiliates,
       subsidiaries, merger or acquisition interests and the
       Plan proponents;

   (h) liquidation analysis with the estimated return that
       creditors would receive under Chapter 7;

   (i) future management of IBC, including qualifications and
       compensation;

   (j) collectibility of accounts receivables and description of
       counterclaims;

   (k) accounting method utilized to produce financial
       information; and

   (l) the Court's prior order establishing "pass through"
       treatment of possible future withdrawal liabilities
       relating to events occurring after the Confirmation Date.

In addition, the pension funds note that the Debtors filed a
Reorganization Plan in which every attached exhibit is blank.
The funds also note that, in an attempt to "blatantly circumvent"
the Bankruptcy Code requirements, the Debtors intended to provide
the exhibits "at least five days prior to the Voting Deadline or
on [the] date approved by the Court."

The benefit plans are pension funds managed by the Board of
Trustees who sponsor and administer the Plan "for the sole
interest of the participants and beneficiaries and in accordance
with the documents and instruments governing the Plan."

The Pension Funds consist of:

   * New York State Teamsters Conference Pension and Retirement
     Fund;

   * The Teamsters Union Local No. 142;

   * Western Pennsylvania Teamsters and Employers Pension Fund;

   * New England Teamsters and Trucking Industry Pension Fund;
     and

   * Central States Southeast and Southwest Areas Pension Fund.

The Debtors maintained that they remain open to negotiations with
the Teamsters with respect to the collective bargaining
agreements, but have have failed to attain any concessions or
agreements in the last four years.  The Teamsters, for their
part, said that there is a "scant hope" for reaching any
agreements with the Debtors, Ronald S. Weiss, Esq., Berman,
DeLeve, Kuchan & Chapman, L.C., in Kansas City, Missouri, says on
behalf of the New York and Central, Southeast and Southwest
States Pension Funds.

Mr. Weiss contends that the Disclosure Statement provides for
discriminatory treatment of withdrawal liability which conflicts
the Court order that provided a different treatment for a
creditor of the same class.  The Court ruling is with respect to
the Central States Pension Funds Settlement approved by the Court
in November 2006.

Moreover, Mr. Weiss notes, the Debtors' treatment of potential
withdrawal liabilities conflicts with the Central States
Agreement and established law.  The Debtors specifically stated
that they contributed more than $300,000,000 to all multi
employer plans for fiscal years 2007, 2006 and 2005, and that
their total contingent liability in the event of their complete
withdrawal will range from $800,000,000 to $900,000,000.
However, the Debtors are attempting to discharge potential future
withdrawal liabilities, which is against the statutory provisions
of ERISA and the public policy to "protect the solvency of multi
employer pension plans."

Accordingly, the Pension Funds unanimously maintain that the
Disclosure Statement is not feasible, and thus the Plan is
unconfirmable.

Furthermore, the Sun-Maid Growers of California argues that the
Disclosure Statement failed to provide the Debtors' proposed
treatment of, among others, their executory contracts and
unexpired leases with Sun-Maid.  The exhibit that purportedly
contains these information is blank, Sun-Maid points out.

In a separate Court filing, Automotive Rentals, Inc., states that
it is unable to determine the information on how the Debtors
intend to treat their leases.  The Debtors also does not
disclose, among others, these relevant information:

   -- the estimated claim amounts and percentage recovery for
      each class of creditor and the enterprise value of the
      Reorganized Debtors;

   -- the Debtors' estimation concerning non-consolidated
      recoveries and potential distribution in a consolidated
      plan, which was shared with the Official Committee of
      Unsecured Creditors;

   -- a copy of a commitment letter to assist creditors in
      deciding to accept or reject the Plan that essentially
      transfers ownership of the Debtors to the creditors;

   -- analysis employed by the Debtors in, and reasons for
      allocating the Debtors' equity and providing the
      Prepetition Lenders with a super-majority voting status;

   -- a description of cure that the Debtors propose to pay
      in connection with any lease or executory contract to be
      assumed by the Debtors pursuant to the Plan;

   -- the methodology to be employed in calculating the amount of
      New Common Stock;

   -- the criteria to be utilized in designating a "party";

   -- the terms and conditions of the Voting Trust Agreement;
      and

   -- the estimated value of the undivided interest in each of
      the Trust Assets.

Automotive Rentals also wants to know the reason behind the
Debtors' assumption of all existing indemnification obligations
arising under the Prepetition Credit Agreement and other
prepetition agreements with JP Morgan Chase Bank, N.A., J.P.
Morgan Securities, Inc., and the Prepetition Lenders.

Automotive Rentals further questions the applicability of the
provision concerning certain Surrender of Securities and
Instruments, the payments with respect to Disputed Claims, the
treatment of Class 2 Secured Creditors.

Moreover, the release, exculpation and limitation of liability
provisions in the Statement and the Plan should be restricted to
ensure they comply with Section 524(e).

                           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
to solicit acceptances of that Plan expired on Jan. 7, 2008.

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 to submit final bids
lapsed on Jan. 15, 2008, without any qualifying alternative
proposals received for funding its plan of reorganization in
accordance with the Alternative Proposal Procedures previously
approved by the Bankruptcy Court.

The Disclosure Statement Hearing is scheduled for Jan. 29, 2008.
The Debtors have asked the Court to hold the Plan Confirmation
Hearing on March 12, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 83; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


JP MORGAN: Fitch Downgrades Ratings on 25 Certificate Classes
-------------------------------------------------------------
Fitch Ratings has affirmed 48, downgraded 25 and placed 2 classes
on Rating Watch Negative from these J.P. Morgan Mortgage Trust
pass-through certificates:

Series 2006-A1
  -- Class A affirmed at 'AAA';

Series 2006-A2 Aggregate Pool 1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 downgraded to 'BB+' from 'BBB';
  -- Class B-4 downgraded to 'B' from 'BB'.
  -- Class B-5 downgraded to 'C/DR4' from 'B'.

Series 2006-A3 Aggregate Pool 1 (Groups 1 - 5)
  -- Class A affirmed at 'AAA';
  -- Class 1-B-1 affirmed at 'AA';
  -- Class 1-B-2 downgraded to 'A-' from 'A';
  -- Class 1-B-3 downgraded to 'BB+' from 'BBB';
  -- Class 1-B-4 downgraded to 'C/DR3' from 'BB';
  -- Class 1-B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-A4 Aggregate Pool 1 (Pools 1 - 5)
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 downgraded to 'A-' from 'A';
  -- Class B-3 downgraded to 'B+' from 'BBB';
  -- Class B-4 downgraded to 'C/DR4' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B'.

Series 2006-A4 Pool 6
  -- Class A affirmed at 'AAA';
  -- Class 6-B-1 affirmed at 'AA';
  -- Class 6-B-2 affirmed at 'A';
  -- Class 6-B-3 affirmed at 'BBB';
  -- Class 6-B-4 affirmed at 'BB';
  -- Class 6-B-5 affirmed at 'B';

Series 2006-A5
  -- 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 downgraded to 'C/DR4' from 'B'.

Series 2006-A6
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 rated 'BBB', placed on Rating Watch Negative;
  -- Class B-4 downgraded to 'B' from 'BB';
  -- Class B-5 downgraded to 'C/DR4' from 'B'

Series 2006-A7
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 downgraded to 'A-' from 'A';
  -- Class B-3 downgraded to 'BB' from 'BBB';
  -- Class B-4 downgraded to 'C/DR4' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B'

Series 2006-S1
  -- Class A affirmed at 'AAA';
  -- Class A-M affirmed at 'AA+';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 downgraded to 'BB-' from 'BB';
  -- Class B-5 downgraded to 'C/DR4' from 'B'

Series 2006-S2
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 downgraded to 'BB+' from 'BBB';
  -- Class B-4 downgraded to 'B' from 'BB';
  -- Class B-5 downgraded to 'C/DR4' from 'B'.

Series 2006-S3 Aggregate Group 1 (Pools 1 & 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 downgraded to 'B' from 'BB';
  -- Class B-5 downgraded to 'C/DR4' from 'B'.

Series 2006-S3 Group 2 (Pools 3 & 4)
  -- Class A affirmed at 'AAA';
  -- Class IIB-1 affirmed at 'AA';
  -- Class IIB-2 affirmed at 'A';
  -- Class IIB-3 affirmed at 'BBB';
  -- Class IIB-4 affirmed at 'BB';
  -- Class IIB-5 affirmed at 'B'.

Series 2006-S4
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- 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 affect approximately $9.7 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The downgrades reflect
the deterioration in the relationship of CE to future loss
expectations and affect $88.7 million in outstanding certificates.
In addition, Rating Watch Negative affects $5 million of the
outstanding certificates.

The underlying collateral for the aforementioned transactions
consist primarily of fixed and adjustable-rate, conventional,
fully amortizing, first lien residential mortgage loans extended
to prime borrowers.  The mortgage loans were either originated by
various sources.

As of the December 2007 distribution date, Series 2006-A1 through
2006-A7 are seasoned between 12 - 23 months.  The pool factors
range from approximately 77% to 92%.

For the same distribution date, Series 2006-S1 through 2006-S4 are
seasoned between 12 - 21 months.  The pool factors range from
approximately 80% to 87%.


JP MORGAN: Fitch Junks Ratings on Two Certificate Classes
---------------------------------------------------------
Fitch Ratings has affirmed one and downgraded five classes from
J.P. Morgan Alternative Loan Trust pass-through certificates, as:

Series 2007-A1
  -- Class A affirmed at 'AAA';
  -- Class C-B-1 downgraded to 'A+' from 'AA';
  -- Class C-B-2 downgraded to 'BBB' from 'A';
  -- Class C-B-3 downgraded to 'B' from 'BBB';
  -- Class C-B-4 downgraded to 'C/DR4' from 'BB'.
  -- Class C-B-5 downgraded to 'C/DR5' from 'B'.

The affirmations affect approximately $229.3 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The downgrades
reflect the deterioration in the relationship of CE to future loss
expectations and affect $13.8 million in outstanding certificates.

As of the December 2007 distribution date, the transaction is
seasoned 10 months and the pool factor is approximately 92%.  The
percentage of loans that are 60 days or more delinquent is 5.08%.
There are no losses to date.


KORYN ROLSTAD: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Koryn E. Rolstad
        PO Box 9446
        Seattle, WA 98109

Bankruptcy Case No.: 08-10238

Chapter 11 Petition Date: January 17, 2008

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtor's Counsel: Michael P. Harris, Esq.
                  Attorney at Law
                  2125 5th Avenue
                  Seattle, WA 98121
                  Tel: (206) 622-7434

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Five Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Boeing Employees Credit Union    Bank Loan              $14,970
P.O. Box 97050
Seattle, WA 98124-9750

Citibank                         Consumer Debt           $4,711
P.O. Box 6500
Sioux Falls, ID 57117-6500

US Airways Mastercard            Bank Loan               $4,711
P.O. Box 8801
Wilimington, DE 19899-8801

Beneficial _ HSBC                Bank Loan               $3,966

Nordstrom                        Consumer Debt           $2,900


LEISURE LIVING: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Leisure Living Superstore, Inc.
        40980 County Center Drive
        Temecula, CA 92591
        Tel: (951) 719-2900

Bankruptcy Case No.: 08-10466

Type of Business: The Debtor is a Sundance Spas retailer.

Chapter 11 Petition Date: January 16, 2008

Court: Central District Of California (Riverside)

Judge:  Meredith A. Jury

Debtor's Counsel: Robert B. Rosenstein, Esq.
                  Rosenstein & Hitzeman
                  28600 Mercedes Street, Suite 100
                  Temecula, CA 92590
                  Tel: (951) 296-3888
                  Fax: (951) 296-3889

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 11 Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
American Express                Trade Debt             $276,610
P.O. Box 0001
Los Angeles, CA 90096

State Board of Equalization     Sales Tax              $205,462
Attn: Bankruptcy
P.O. Box 942879
Sacramento, CA 94279-7072

Press Enterprise                Advertising            $154,421
P.O. box 12009
Riverside, CA 92502-2209

Murrieta Spectrum               Rent                    $83,461

Unimax Express                  Storage                 $32,025

State Franchise Tax Board       Payroll Taxes           $28,004

Select Remedy                   Temporary Services      $24,945

Volt Services Group             Temporary Services      $21,509

Via Media                       Advertising             $16,541

San Diego Union Tribune         Trade Debt              $16,034

Kathy 101.3 FM                  Advertising             $20,213


LENNAR CORP: Names Sherrill Hudson as Board Independent Member
--------------------------------------------------------------
Lennar Corporation's board of directors has appointed Sherrill W.
Hudson, the chairman and chief executive officer of TECO Energy
Inc., to serve as an independent member of the board and a member
of the board's audit committee and compensation committee.

Mr. Hudson's appointment increases the size of the company's board
to eight members, and the number of "independent" directors, as
defined under the New York Stock Exchange Corporate Governance
Standards, to seven.

Mr. Hudson, 65, is chairman and chief executive officer of TECO
Energy.  Prior to joining TECO in July 2004, Mr. Hudson spent 37
years with Deloitte & Touche LLP until he retired in 2002, after
spending 19 years in Miami as Managing Partner for its South
Florida offices.  While at Deloitte & Touche LLP, Mr. Hudson
became very familiar with both Lennar and its management team.

"We are pleased to add an individual with Sherrill Hudson's
outstanding experience and qualifications to our Board of
Directors," Sidney Lapidus, lead director of the board of
directors of Lennar Corporation, said.  "We believe that
Sherrill's business acumen and experience will provide our company
with invaluable insight during these challenging times."

Mr. Hudson is a member of the Florida Institute of Certified
Public Accountants, which recognized him as the 2006 Outstanding
CPA in Business and Industry.  He is also known for his community
service activities, including serving as chair of the United Way
of Tampa Bay 2007 Campaign, a board member of The Florida Council
of 100 and chair of the Council of Governors of the Tampa Bay
Partnership.

In addition to being chairman of the board of TECO Energy,
Mr. Hudson also serves on the boards of Publix Super Markets, Inc.
and The Standard Register Company.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
mortgage financing, title insurance, and closing services for both
buyers of the company's homes and others.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Lennar Corp. to 'BB+' from
'BBB'.  The rating actions affect approximately $2.2 billion of
senior unsecured notes.  Concurrently, S&P lowered the commercial
paper rating to 'B' from 'A-3'.  The outlook remains negative.


LONG BEACH MORTGAGE: Moody's Downgrades and Reviews 18 Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded and placed under review for
possible downgrade eighteen tranches from seven deals issued by
Long Beach Mortgage Company.  The transactions are backed by
primarily first lien adjustable and fixed rate subprime mortgage
loans originated by Long Beach.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The transactions have small pool
factors which range between 2.5% to 8.5%.  The downgrades on the
tranches are driven by the erosion of the OC which left the most
junior tranches exposed to future losses and the tranches
successively above them in a weaker position.

Complete rating actions are:

Issuer: Long Beach Mortgage Loan Trust 2000-1

  -- Cl. M-1, downgraded to Ba2 from Baa3;
  -- Cl. M-2, downgraded to Ca from Caa1;

Issuer: Long Beach Mortgage Loan Trust Asset-Backed Certificates,
Series 2001-3

  -- Cl. M-1, on review for possible downgrade, currently Aa2;
  -- Cl. M-2, downgraded to Caa1 from Ba3;
  -- Cl. M-3, downgraded to C from Caa3;

Issuer: Long Beach Mortgage Loan Trust 2001-4

  -- Cl. M-2, downgraded to B3 from Ba3;

  -- Cl. II-M-1, on review for possible downgrade, currently
     Aa2;

Issuer: Long Beach Mortgage Loan Trust 2002-1

  -- Cl. M-2, downgraded to Ba2 from Baa3;
  -- Cl. M-3, downgraded to Caa3 from Caa1;

Issuer: Long Beach Mortgage Loan Trust 2002-2

  -- Cl. M-2, downgraded to Baa1 from A2;
  -- Cl. M-3, downgraded to Caa1 from B2;
  -- Cl. M-4A, downgraded to C from Ca;
  -- Cl. M-4B, downgraded to C from Ca;

Issuer: Long Beach Mortgage Loan Trust 2002-5

  -- Cl. M-3, downgraded to B3 from Ba2;
  -- Cl. M-4A, downgraded to C from Caa1;
  -- Cl. M-4B, downgraded to C from Caa1;

Issuer: Long Beach Mortgage Loan Trust 2003-1

  -- Cl. M-3, downgraded to B3 from Baa2;
  -- Cl. M-4, downgraded to C from Caa3.


MASHANTUCKET PEQUOT: Moody's May Downgrade Ba1 Note Rating
----------------------------------------------------------
Moody's Investors Service placed Mashantucket (Western) Pequot
Tribal Nation's ("Foxwoods") ratings on review for possible
downgrade.  Ratings affected include Foxwoods' Baa2 Special
Revenue Obligations, Baa3 Subordinated Special Revenue Bonds, and
Ba1 Series A Notes.

The review for downgrade is in response to Foxwoods' recent
announcement that its fiscal 2008 first quarter EBITDA will be
about $23 million lower than the comparable prior year period.
Lower-than-expected EBITDA along with increased competition in the
Northeast US and a possible consumer-based recession could make it
more difficult for Foxwoods to meet the longer-term debt/EBITDA
target needed to maintain its current ratings.  In order for
Foxwoods to maintain its current rating, debt/EBITDA would need to
be in the range of 4.0 to 4.5 times by the end of fiscal 2009.
Foxwoods debt/EBITDA for the fiscal-year ended Sep. 30 2007 was
about 4.0 times, and about 4.7 times pro forma for its Nov. 2007
debt financing.  Debt/EBITDA is expected to increase further in
the near-term as a result of planned expansion and development
activity.

Foxwoods attributed a majority of its first quarter 2008 decline
to lower hold percentages and operational problems related to a
recent direct mail campaign.  To a lesser degree, competition in
the Northeast US, higher gas prices, and less favorable economic
conditions also contributed to the decline.

Moody's review will focus on Foxwoods' ability to achieve
debt/EBITDA in the range of 4.0 to 4.5 times by the end of fiscal
2009 in light of the above mentioned challenges.  Any downgrade
would likely be limited to one-notch.

Foxwoods Resort Casino is owned by the Mashantucket Pequot Tribal
Nation (Tribe).  The Mashantucket Pequot Gaming Enterprise, a
wholly-owned, unincorporated division of the Tribe, conducts
Foxwoods' gaming and resort operations.  The Tribe is a federally
recognized Indian tribe with a reservation encompassing
approximately 1,400 acres in southeastern Connecticut.


MASTR ADJUSTABLE: Class B-5 Obtains S&P's Junk Rating from 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B-5
from MASTR Adjustable Rate Mortgages Trust 2003-7 to 'CCC' from
'B'.  At the same time, S&P affirmed its ratings on the remaining
13 classes from this series, and on all six classes from series
2004-2.

The downgrade of class B-5 from series 2003-7 reflects high
delinquencies relative to the available credit support in the
deal.  Although the transaction has incurred only $252,869 in
losses to date, foreclosure and real estate owned asset amounts
currently total approximately $1.09 million.  Class B-5 has a
current certificate balance of $363,000 and current subordination
of $156,993.  As a result, a loss severity of only 15% could cause
class B-5 to default.  As of the December 2007 remittance period,
total delinquencies were 2.77% of the current principal balance,
and severe delinquencies (90-plus-days, foreclosures, and REOs)
were 2.77%.

The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at
their current rating levels.

A combination of subordination, excess spread, and
overcollateralization provide credit support for these
transactions.  The collateral for these transactions consists of
adjustable-rate, conventional mortgage loans secured by first
liens on primarily one- to four-family residential properties with
terms to maturity of no more than 30 years.

                          Rating Lowered

              MASTR Adjustable Rate Mortgages Trust

                                        Rating
                                        ------

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

         2003-7      B-5         CCC             B

                         Ratings Affirmed

              MASTR Adjustable Rate Mortgages Trust

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

  2003-7   1-A-1, 1-A-X, 2-A-1, 2-A-X, 3-A-1, 3-A-X    AAA
  2003-7   4-A-1, 4-A-X, 5-M-1, B-1                    AAA
  2003-7   B-2                                         AA-
  2003-7   B-3                                         A-
  2003-7   B-4                                         BB
  2004-2   2-A-1, 3-A-1                                AAA
  2004-2   M-1                                         AA+
  2004-2   M-2                                         AA
  2004-2   M-3                                         AA-
  2004-2   B                                           A


MERRILL LYNCH: Moody's Junks "B1" Rating on Class B-1 Debentures
----------------------------------------------------------------
Moody's downgrades three classes issued by Merrill Lynch Mortgage
Investors, Inc. 2003-WMC1.  The transaction is backed by
adjustable and fixed-rate subprime mortgage loans recently
originated by WMC Mortgage Corp.  The current pool factor is
4.18%.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  The downgrades on the certificates
are driven by the severe erosion of the OC which left the Cl.  B-2
exposed to future losses and the tranches successively above it in
a weaker position.

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors, Inc. 2003-WMC1

  -- Cl. M-2, downgraded to Baa1 from A2;
  -- Cl. B-1, downgraded to Caa1 from B1;
  -- Cl. B-2, downgraded to C from Caa1.


MERRILL LYNCH: Moody's Reviews Ba1 Rating for Likely Downgrade
--------------------------------------------------------------
Moody's places on review for possible downgrade two classes issued
by Merrill Lynch Mortgage Investors Trust 2003-OPT1.  The
transaction is backed by adjustable-rate and fixed-rate subprime
mortgage loans originated by Option One Mortgage Corporation.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization, lender paid
mortgage insurance and excess spread relative to the expected
loss.

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors Trust Series 2003-OPT1

  -- Cl. B-2, placed on review for downgrade, currently Baa2;
  -- Cl. B-3, placed on review for downgrade, currently Ba1.


MUSICLAND HOLDING: Parties Extend Trade Claims Filing to Feb. 29
----------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Musicland Holding Corp. and its
debtor-affiliates, the Official Committee of Unsecured Creditors,
and the Informal Committee of Secured Trade Vendors further
extend, until Feb. 29, 2008 or the effective date of the Debtors'
second amended plan of liquidation, the Creditors Committee's
period to file the DIP Secured Trade Creditor claims against
certain entities.

These entities include Buena Vista Home Entertainment, Inc.,
Metro-Goldwyn-Mayer Home Entertainment, LLC, Warner Home Video,
Inc., Credit Suisse International, Cargill Financial Services
International, Inc., Varde Investment Partners, L.P., Bond Street
Capital, LLC, and Hain Capital Group, LLC.

                         About Musicland

Based in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  At March 31, 2007, the Debtors
disclosed $20,121,000 in total assets and $321,546,000 in total
liabilities.

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.
The hearing to consider confirmation of the 2nd Amended Joint Plan
started on Nov. 28, 2006.

(Musicland Bankruptcy News, Issue No. 44; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


MZT HOLDINGS: Files Certificate of Dissolution in Delaware
----------------------------------------------------------
MZT Holdings Inc., formerly known as Matritech Inc., has filed a
Certificate of Dissolution with the Secretary of the State of
Delaware.  In connection with this filing, effective as of the
close of business on Jan. 18, 2008, MZT Holdings closed its stock
transfer books and discontinued recording transfers of shares of
its common stock, except for transfers by will, intestate
succession or operation of law.

MZT Holdings also has made a series of filings with the Securities
and Exchange Commission to terminate certain registration
statements it had filed on Forms S-3 and S-8 to register shares of
its common stock.  As a result of these filings, holders of shares
of the company's common stock may no longer rely on these
registration statements in connection with sales or other
transfers of shares of the MZT Holdings' common stock.

Finally, MZT Holdings has submitted a letter to the SEC seeking to
confirm that the SEC would not take enforcement action against MZT
Holdings if, effective as of Jan. 1, 2008, MZT Holdings ceased to
file certain periodic reports required under Sections 13(a) and
15(d) of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder.  MZT Holdings intends to continue to
disclose material events on Form 8-K when and if appropriate.

                     About MZT Holdings Inc.

Headquartered in Newton, Massachusetts, MZT Holdings Inc. fka
Matritech Inc. (Amex: MZT) -- http://www.matritech.com/-- is a
marketer and developer of protein-based diagnostic products for
the early detection of cancer.  The company uses its patented
proteomics technology to develop diagnostics for the detection of
a variety of cancers.  The company's first two products, the
NMP22(R) Test Kit and NMP22(R) BladderChek(R) Test, have been FDA
cleared for the monitoring and diagnosis of bladder cancer.  The
company has discovered other proteins associated with cervical,
breast, prostate, and colon cancer.

                       Going Concern Doubt

PricewaterhouseCoopers LLP raised substantial doubt about
Matritech Inc.'s ability to continue as a going concern citing
recurring losses and negative cash flows from operations after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.

Matritech Inc.'s consolidated balance sheet at Sept. 30, 2007,
showed $6.7 million in total assets, $16.5 million in total
liabilities, and $104,312 in preferred stock, resulting in a
$9.9 million total shareholders' deficit.


NACIO SYSTEMS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nacio Systems, Inc.
        55 Leveroni Court
        Novato, CA 94949

Bankruptcy Case No.: 08-10078

Type of Business: The Debtor offers internet services, including
                  storage, hosting, products, application
                  development and strategic thinking.  It provides
                  both solutions and integrated delivery systems.
                  See http://www.nacio.com/

Chapter 11 Petition Date: January 18, 2008

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: Craig K. Welch, Esq.
                  Welch and Olrich, L.L.P.
                  809 Petaluma Boulevard North
                  Petaluma, CA 94952
                  Tel: (707) 782-1790

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


OAK MESA: Case Summary & Eight Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Oak Mesa Investors, LLC
             470 East Harrison Street
             Corona, CA 92879

Bankruptcy Case No.: 08-10397

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Buffalo Land Development Co. LLC           08-10398

Chapter 11 Petition Date: January 16, 2008

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtors' Counsel: Richard F. Holley, Esq.
                  400 S. Fourth Street, 3rd Floor
                  Las Vegas, NV 89101
                  Tel: (702) 791-0308
                  Fax: (702) 791-1912
                  http://www.nevadafirm.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Consolidated Debtors' List of Eight Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Beneficiaries, Compass FP      real property         $38,649,185
Corp.
333 Seventh Avenue
Third Floor
New York, NY 10001

LBREP/L-SunCal Summerwind      real property         $11,380,245
Ranch LLC
1259 Corona Pointe Court
Suite 210
Corona, CA 92879

Riverside County Treasurer     real property         $27,651
c/o Paul McDonnell
P.O. Box 12005
Riverside, CA 92502-2205

Fiesta Development Inc.        services              $4,060

Pachulski Stang Zieh Young     services              $6,181

San Bernardino Treasurer       real property         $1,664

Valentin Cenoz                 pro rata portion      $1,081


OWNIT MORTGAGE: Court Confirms Third Amended Liquidation Plan
-------------------------------------------------------------
The Honorable Kathleen Thompson of the United States Bankruptcy
Court for the Central District of California confirmed Ownit
Mortgage Mortgage Solutions Inc.'s Third Amended Chapter 11 Plan
of Liquidation.

As reported in the Troubled Company Reporter on Sept. 21, 2007,
Judge Thompson approved the adequacy of the Debtor's Second
Amended Disclosure Statement.

                       Overview of the Plan

The Plan contemplates the transfer of all of the Debtor's assets,
including the prosecution of causes of action, to the OWNIT
Liquidating Trust, which will liquidate the assets, including the
prosecution of any right of action held by the Ownit liquidating
truste, and distribute the proceeds to holders of allowed claims
and allowed unclassified claims in satisfaction of the Debtor's
obligations.

Moreover, the equity disbursing agent will distribute any
remaining amounts in the OWNIT Liquidating Trust to the holders of
allowed interests, if all:

   -- allowed claims, including subordinated allowed General
      Unsecured, Allowed Administrative and Allowed Unclassified
      Claims are paid in full, with any and all accrued
      postpetition interest;

   -- post effective date plan expenses are paid in full; and

   -- amounts payable pursuant to Section 726(a) to 726(a)(5),
      inclusive, are paid.

                       Treatment of Claims

Under the Plan, these claims will be paid in full:

   -- Administrative Claims;
   -- Priority Tax Claims; and
   -- Priority Non-Tax Claims.

At the option of the liquidating trustee, each holder of Secured
Claims will receive either of these treatments, in full:

   a) collateral in which the holder has a security interest;

   b) any proceeds actually received by the Debtor or liquidtaing
      trustee from the sale or dispostion of the collateral, which
      the holder has a security interest;

   c) cash in the amount of the holder's allowed claim; or

   d) other distribution.

On the effective date of the Plan, each holder of these claims
will be entitled to receive an allocated Ownit liquidating trust
interest:

   -- General Unsecured Claim; and
   -- Subordinated Allowed General Unsecured Claim.

However, no distribution will be made to any holder of
Subordinated Allowed General Unsecured Claims until all General
Unsecured claims are paid in full.

Equity Interest will be cancelled and holders will receive a pro
rata distribution of cash, if any from the equity pourover
account.

                      About Ownit Mortgage

Based in Agoura Hills, California, Ownit Mortgage Solutions Inc.
is a subprime mortgage lender, which specializes in making loans
to borrowers with poor credit or limited incomes.  The Debtor
filed for chapter 11 protection on Dec. 28, 2006 (Bankr. C.D.
Calif. Case No. 06-12579).  Jonathan J. Kim, Esq., Linda F.
Cantor, Esq., and Scotta E. McFarland, Esq., at Pachulski Stang
Ziehl & Jones LLP, represent the Debtor.  The Debtor selected
The Trumbull Group  as noticing and claims agent.  The Official
Committee of Unsecured Creditors is represented by Stutman,
Treister & Glatt Professional Corp.  The Debtor's schedules showed
total assets of $697,550,849 and total liabilities of
$819,131,179.


PEP BOYS: Moody's Puts All Ratings Under Review for Possible Cuts
-----------------------------------------------------------------
Moody's Investors Service placed all ratings of Pep Boys Manny Moe
& Jack under review for possible downgrade, including the
corporate family rating of B1.  The review was prompted by the
continuing negative comparable store sales trend, the weak
interest coverage, the recent announcement of the departure of Pep
Boys' CFO, and Moody's concern that the slowdown in consumer
spending could prevent it from maintaining a credit profile
consistent with its present ratings.

Ratings placed under review for possible downgrade:

  -- Corporate family rating at B1
  -- Probability of default rating at B1
  -- $155 million senior secured term loan due 2013 at Ba3
  -- $200 million senior subordinated notes due 2014 at B3.

Ratings withdrawn:

  -- $200 senior secured term loan due 2011 at Ba2

Moody's review will focus on the operating performance, cash flow
generation, the company's ability to improve leverage and interest
coverage metrics as was originally expected.  Moody's will also
evaluate the company's new strategic plan to determine the
likelihood of it being able to reverse Pep Boys' negative
comparable store sales trends, improve margins, and restore credit
metrics to more appropriate levels.

Headquartered in Philadelphia, Pennsylvania, Pep Boys operates
over 560 stores in 35 states and Puerto Rico with last twelve
months revenue of approximately $2.2 billion.


PETRO ACQUISITIONS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: Petro Acquisitions, Inc.
             3955 Alexandria Pike
             Cold Spring, KY 41076

Bankruptcy Case No.: 07-15723

Debtor-affiliates filing separate Chapter 11 petitions on
Jan. 18, 2008:

        Entity                                     Case No.
        ------                                     --------
        Petro Ventures, Inc.                       08-10223
        Mayank Jigar Corp.                         08-10224
        A.F.M. 29130, Inc.                         08-10225
        A.F.M. 29134, Inc.                         08-10227
        A.F.M. 29135, Inc.                         08-10228
        A.F.M. 801, Inc.                           08-10230
        C.F.M. #29063, Inc.                        08-10231
        A.F.M. 29128, Inc.                         08-10232
        A.F.M. 29131, Inc.                         08-10233
        A.F.M. 504, Inc.                           08-10234
        BoPec Enterprises, Inc.                    08-10235
        O.V.A. Real Estate, Inc.                   08-10236
        C.F.M. #29032, Inc.                        08-10237

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 27, 2007:

        Entity                                     Case No.
        ------                                     --------
        O.V. Acquisition, Inc.                     07-15754
        Petro Supply, Inc.                         07-15755
        A.F.M. 29008, Inc.                         07-15756
        C.F.M. #29016, Inc.                        07-15757
        C.F.M. #29027, Inc.                        07-15758
        A.F.M. 29041, Inc.                         07-15761
        C.F.M. # 2943, Inc.                        07-15762
        Shivsagar Corp.                            07-15763
        Greenfield Convenient #2955, Inc.          07-15764
        C.F.M. #29056, Inc.                        07-15765
        A.F.M. 29061, Inc.                         07-15766
        A.F.M. 29065, Inc.                         07-15767
        C.F.M. 29069 Inc.                          07-15768
        Owenton Cenvenient, Inc.                   07-15769
        A.F.M.-Remington 86, Inc.                  07-15770
        A.F.M.-Crookshank 87, Inc.                 07-15771
        Bhavi & Giri, Inc.                         07-15772
        C.F.M. #29098 Inc.                         07-15773
        A.F.M. Dry Ridge 106, Inc.                 07-15774
        A.F.M. 29107, Inc.                         07-15776
        A.F.M. 29114, Inc.                         07-15777
        A.F.M. 29126, Inc.                         07-15778
        A.F.M. 29127, Inc.                         07-15779
        C.F.M. #29305, Inc.                        07-15780
        C.F.M. #29315, Inc.                        07-15781
        C.F.M. No. 29328, Inc.                     07-15782
        C.F.M. No. 29331, Inc.                     07-15783
        A.F.M. 29332, Inc.                         07-15784
        C.F.M. NO. 29610                           07-15785
        C.F.M. No. 29614, Inc.                     07-15786

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 17, 2007:

        Entity                                     Case No.
        ------                                     --------
        Waco Acquisitions, Inc.                    07-15630
        A.F.M. 802, Inc.                           07-15631
        A.F.M. 803, Inc.                           07-15632
        A.F.M. 804, Inc.                           07-15634
        A.F.M. 808, Inc.                           07-15635
        A.F.M. 809, Inc.                           07-15636
        A.F.M. 811, Inc.                           07-15637
        A.F.M. 813, Inc.                           07-15638
        A.F.M. 817, Inc.                           07-15639

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 12, 2007:

        Entity                                     Case No.
        ------                                     --------
        A.F.M. 805, Inc.                           07-15511
        A.F.M. 806, Inc.                           07-15512
        A.F.M. 807, Inc.                           07-15513
        A.F.M. 810, Inc.                           07-15514
        A.F.M. 812, Inc.                           07-15515
        A.F.M. 814, Inc.                           07-15516
        A.F.M. 815, Inc.                           07-15517
        A.F.M. 816, Inc.                           07-15518
        Ohio Valley A.F.M., Inc.                   07-15506

Debtor-affiliates filing separate Chapter 11 petitions on
Nov. 5, 2007:

        Entity                                     Case No.
        ------                                     --------
        Gillespie Acquisition, Inc.                07-15378
        Gillespie Wholesale, Inc.                  07-15379
        A.F.M. 711, Inc.                           07-15381
        A.F.M. 712, Inc.                           07-15383
        A.F.M. 713, Inc.                           07-15384
        A.F.M. 714, Inc.                           07-15386
        A.F.M. 716, Inc.                           07-15388
        Jackson Center 717, Inc.                   07-15389
        A.F.M. 717, Inc.                           07-15390
        A.F.M. 720, Inc.                           07-15392
        A.F.M. 721, Inc.                           07-15393
        A.F.M. 722, Inc.                           07-15394
        A.F.M. 723, Inc.                           07-15396

Type of Business: Petro Acquisitions Inc., operates and franchises
                  140 AmeriStop gas stations and convenience
                  stores in Ohio, Kentucky and Indiana.

                  The company's wholly owned subsidiary Gillespie
                  Acquisition, Inc.  filed for Chapter 11
                  protection with 13 affiliates on November 5
                  (Bankr. S.D. Ohio Lead Case No. 07-15378).

                  Waco Acquisitions, Inc., another of Petro's
                  wholly owned subsidiary, filed for bankruptcy
                  with eight affiliates on November 17 (Bankr.
                  S.D. Ohio. Lead Case No. 07-15630).

                  A.F.M. 805, Inc. and eight affiliates, are
                  subsidiaries of Waco Acquisition and filed for
                  Chapter 11 on November 12 (Bankr. S.D. Ohio Lead
                  Case No. 07-15511).

                  Ohio Valley A.F.M., Inc., a subsidiary of OV
                  Acquisition, which in turn is a subsidiary of
                  Waco Acquisition, also filed for bankruptcy of
                  November 12 (Bankr. S.D. Ohio under Case No.
                  07-15511).

                  The case summaries of the bankruptcy petitions
                  of Petro's subsidiaries was published in the
                  Troubled Company Reporter on Nov. 20, 2007.

                  Petro Ventures, another of Petro Acuiqisition's
                  subsidiary, and 13 affiliates filed for Chapter
                  11 on Jan. 18, 2008.  Petro Ventures is motor
                  fuels wholesaler.  The principal businesses of
                  Debtors Mayank Jigar, AFM 29130, Inc.,
                  AFM 29134, Inc., AFM 29135, Inc., AFM 801, Inc.
                  and CFM #29063, Inc. are the operation of
                  convenience stores and the retail sale of
                  gasoline.  The other entities which filed
                  concurrently with Petro ventures are either
                  engaged in the operation of convenience stores
                  and the retail sale of gasoline; distributors of
                  groceries and related products to the Petro
                  Companies; or were entities established for
                  related business purposes.

Chapter 11 Petition Date: November 21, 2007

Court: Southern District of Ohio (Cincinnati)

Debtors' Counsel: Ronald E. Gold, Esq.
                  Frost, Brown, Todd L.L.C.
                  2200 P.N.C. Center
                  201 East Fifth Street
                  Cincinnati, OH 45202
                  Tel: (513) 651-6800
                  Fax: (513) 651-6981

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million


PINE RIVER: Court Confirms Chapter 11 Plan of Liquidation
---------------------------------------------------------
The Honorable Phillip Shefferly of the U.S. Bankruptcy Court for
the Eastern District of Michigan confirmed Pine River Plastics
Inc.'s Amended Combined Plan of Liquidation and Disclosure
Statement.

                          Plan Overview

As reported in the Troubled Company Reporter on Dec. 27, 2007, the
Debtor's estate contains minimal assets, other than certain
funds held in escrow representing the proceeds of sales of tooling
which are subject to litigation regarding the priority of liens to
such tooling, and other miscellaneous assets.  As a result, the
Plan does not provide for a distribution to any creditors other
than those holding allowed (i) administrative claims (other than
administrative claims pursuant to Section 503(b)(9) of the
Bankruptcy Code, who will be paid in full, and (ii) secured
claims, who will not be paid in full.

All matters relating to claims resolution and avoidance actions,
as well as distributions to general unsecured creditors and
holders of administrative claims pursuant to Section 503(b)(9) of
the Bankruptcy Code have been previously assigned to a liquidation
trust, and the Plan provides that the Court will retain
jurisdiction over the activities of the liquidation trustee.

In the event that assets of the Debtor's estate remain after
payment in full to administrative priority and secured creditors,
such assets will be conveyed to the liquidation trust, to be
distributed pursuant to a liquidation trust agreement.

                       Treatment of Claims

Under the Plan, Professional Fees, subject to allowance by the
Court after notice and hearing, will be paid in advance and as a
carve out by PNC Bank N.A.

PNC is a secured lender pursuant to a debtor-in-possession
revolving credit and security agreement dated as of Feb. 8, 2007
by and between the Debtor, the DIP lenders, and PNC as agent for
the lenders.

PNC also agreed to pay legal fees, capped at $15,000, to Jaffe,
Raitt, Heuer & Weiss, P.C., counsel for the Official Committee of
Unsecured Creditors and the liquidation trustee, for costs
incurred in addressing, reviewing and confirmation of the Plan.

Any recovery by holders of Prepetition Administrative Claims will
be achieved through a liquidation trust, as there are no estate
funds to pay such claims.

All Allowed Administrative Claims, if any, other than the
Prepetition Administrative Claims and the Claims of professionals
for Professional Fees, which will not receive payment under the
Plan, will be paid on a pro rata basis as soon as funds are
available.

Holders of Allowed Priority Claims will be paid on, or as soon as
funds are available after (a) the later of (i) the effective date
of the Plan or (ii) the date the Priority Claim becomes an Allowed
Claim, and (b) after full payment of Allowed Administrative
Expense Claims and Section III, Class I Allowed Secured Claims.
To the extent this class cannot be paid in full, all proceeds
distributed to this Class will be distributed pro-rata.  No
interest will be paid on any Priority Claim.

Class I Secured Claims will be paid as soon as funds are
available.  To the extent that any Allowed Secured Claim is
secured by property  the value of which is greater than the amount
of such Allowed Secured Claim, pursuant to Section 506(b) of the
Bankruptcy Code, such Allowed Secured Claim will be entitled to
interest from the effective date of the Plan.  The Debtor said it
does not have assets available to pay all Allowed Secured Claims
in full.

Allowed Claims of all Unsecured Creditors will not receive any
distribution under the Plan.

All Allowed Interests in the Debtor will be cancelled upon the
effective date of the Plan.

                         About Pine River

Based in Saint Clair, Michigan, Pine River Plastics, Inc. --
http://www.prplastics.com/-- manufactures plastic injection
moldings.  The company filed for Chapter 11 protection
Feb. 1, 2007 (Bankr. E.D. Mich. Case No. 07-42051).  Brendan G.
Best, Esq. and Ronald L. Rose, Esq., at Dykema Gossett PLLC,
represent the Debtor in its restructuring efforts.  The Debtor
have selected Kurtzman Karson Consultants LLC as its claim,notice
and balloting agent.  The U.S. Trustee for Region 9 has appointed
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtor's case.  Judith Greenstone Miller, Esq., and Jay
L. Welford, Esq., Jaffe, Raitt, Heuer and Weiss, represent
the Committee.  When the Debtor filed for protection from its
creditors, it listed estimated assets and liabilities of
$1 million to $100 million.


QUEBECOR WORLD: Files for Chapter 11 Protection in Manhattan
------------------------------------------------------------
Quebecor World Inc. has filed for Chapter 11 bankruptcy protection
with the U.S. Bankruptcy Court for the Southern District of New
York after a deal to raise new money failed, Chris Fournier of the
Bloomberg News reports.

Quebecor World also obtained an order for creditor protection
under the Companies' Creditors Arrangement Act in Canada.  Under
the terms of the order, Ernst & Young Inc. will serve as the
monitor under the CCAA process and will assist the company in
formulating its restructuring plan.

As reported in the Troubled Company Reporter on Jan. 17, 2008, the
company had 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.

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.  The financing 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.

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Quebecor World said that it was unable to pay the $19.5 million
interest due Jan. 15, 2008, on its outstanding $400 million 9.75%
Senior Notes due 2015.  The publishing company had difficulties
trying to raise money after banking institutions further
restricted credit terms, which was prompted by U.S. subprime
mortgage losses, Bloomberg relates.

According to CEO Jacques Mallette, market conditions spurred the
company to seek for bankruptcy protection, Bloomberg says.  "Under
the circumstances, it was probably the best thing for them to do,"
Bloomberg quotes Jarislowsky Fraser Ltd. partner Denis Durand.

In addition, Quebecor World disclosed that in connection with the
waivers obtained from its banking syndicate and the sponsors of
its securitization program on Dec. 31, 2007, it had not obtained
by Jan. 15, 2008, $125 million of new financing, as had been
required under the terms of the waivers, the TCR reports.

Parent company Quebecor Inc. and subsidiary, Quebecor Media Inc.,
have not filed for bankruptcy protection.

                    About Quebecor World Inc.

Based 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.


QUEBECOR WORLD: Case Summary & 57 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Quebecor World (U.S.A.), Inc.
             150 42nd Street
             New York, NY 10034

Bankruptcy Case No.: 08-10152

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Quebecor World Capital II, L.L.C.          08-10153

        Quebecor World Capital Corp.               08-10154

        Quebecor World Capital II, G.P.            08-10155

        Quebecor Printing Holding Co.              08-10156

        Quebecor World Johnson & Hardin Co.        08-10157

        Quebecor World Buffalo, Inc.               08-10158

        Quebecor World San Jose, Inc.              08-10159

        Quebecor World Northeast Graphics, Inc.    08-10160

        Quebecor World U.P./Graphics, Inc.         08-10161

        Quebecor World Great Western Publishing,   08-10162
        Inc.

Type of Business: The Debtors provide market solutions, including
                  marketing and advertising activities, and print
                  solutions to retailers, branded goods companies,
                  catalogers and to publishers of magazines, books
                  and other printed media.  They have around 100
                  printing and related facilities in North
                  America, Latin America and Asia.  In the United
                  States, they have 82 facilities in 30 states,
                  and are engaged in the printing of books,
                  magazines, directories, catalogs and direct
                  mail.  In Canada, they have 17 facilities in
                  five provinces, through which they offer a mix
                  of printed products and related value-added
                  services to the Canadian market and
                  internationally.  Their primary print services
                  categories are magazines, retail inserts,
                  catalogs, books, directories, direct mail, pre-
                  media, logistics and other related value-added
                  services.  See http://www.quebecorworldinc.com/

Chapter 11 Petition Date: January 21, 2008

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Anthony D. Boccanfuso, Esq.
                  Arnold & Porter, L.L.P.
                  399 Park Avenue
                  New York, NY 10022
                  Tel: (212) 715-1315
                  Fax: (212) 715-1399

Consolidated Quarterly Financial Condition as of September 2007

Total Assets: $5,554,900,000

Total Debts:  $4,140,700,000

Debtors' Consolidated List of 57 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Royal Bank of Canada as        revolving credit      $735,000,000
Administrative Agent under a   facility; value
Revolving Credit Facility      of security:
Attention: Nigel Delph         $135,000,000
One Liberty Plaza, 4th Floor
New York, NY 10006-1404

Wilmington Trust Co., as       notes                 $450,000,000
Indenture Trustee for 8.75%
Senior Notes due in 2016
Attention: Geoffrey J. Lewis
Rodney Square North
1100 North Market Street
Wilmington, DE 19801
Tel: (302) 636-6438
Fax: (302) 636-4145

                               notes (as indenture   $400,000,000
                               trustee for 9.75%
                               senior notes due in
                               2015)

                               notes (as indenture   $398,200,000
                               trustee for 6.125%
                               senior notes due in
                               2013)

                               notes (as indenture   $199,900,000
                               trustee for 4.875%
                               senior notes due in
                               2008)

Societe Generale (Canada),     equipment financing   $184,321,796
under an Equipment Financing   loan; value of
Agreement                      security:
Attention: Benoit Desmarais,   $135,000,000
Managing Director Export
Finance
1501 McGill College Avenue,
Bureau 1800
Montreal (Quebec) H3A 3M8
Tel: (514) 841-6014
Fax: (514) 841-6259

Abitibi Consolidated Sales     trade debt            $9,256,226
A.R. Department
1228 Paysphere Circle
Chicago, IL 60674
Tel: (914) 640-8600
Fax: (914) 640-8900

Cellmark Paper, Inc.           trade debt            $6,633,295
A.R. Department
P.O. Box 7777
Philadelphia, PA 19175-0509
Tel: (203) 363-7820
Fax: (203) 363-7825

Midland Paper                  trade debt            $5,488,174
A.R. Department
6330 West Sunset Road
Chicago, IL 60674
Tel: (847) 777-2552
Fax: (847) 777-2551

Bowater, Inc.                  trade debt            $4,082,616
A.R. Department
P.O. Box 7
Catawba, SC 29704
Tel: (800) 952-1582
Fax: (803) 282-9562

A.I.G. Credit Corp. of Canada  premium financing     $3,694,951
Attention: Isabelle Gervais,   agreement
Branch Manager, Assistant
Vice-President
2000 McGill College Avenue,
Suite 1200
Montreal, QC H3A 3H3 Canada
Tel: (514) 987-2905
Fax: (514) 987-5326

Catalyst Paper, Inc.           trade debt            $3,339,490
A.R. Department
3600 Lysander Lane, 2nd Floor
Richmond, B.C. CA. V7B 1C3
Tel: (604) 247-4400
Fax: (604) 247-0512

The Bank of New York as        notes                 $3,200,000
Indenture Trustee for 6.50%
Senior Notes Due in 2027
Attention: Arlene Thelwell
Assistant Vice-President
Global Trust Services,
Americas
101 Barclay Street, 4E
New York, NY 10286
Tel: (212) 815-4869
Fax: (212) 815-5008

Graphic Communications         trade debt            $2,610,161
A.R. Department
International Union
Local 765
70 Fox Chapel Drive
Hudson, OH 44239
Tel: (330) 668-1993
Fax: (330) 650-8999

Norske Skog U.S.A., Inc.       trade debt            $2,448,176
A.R. Department
P.O. Box 8500-52978
Philadelphia, PA 19178-2978
Tel: (203) 254-5292
Fax: (203) 254-5290

Stora Enso North America       trade debt            $2,408,160
A.R. Department
2386 Collections, Center Drive
Chicago, IL 60693-0023
Tel: (800) 888-70STORA
Fax: (203) 356-2375

Packaging Corp. of America     trade debt            $2,214,339
A.R. Department
36596 Treasury Center
Chicago, IL 60694-6500
Tel: (334) 749-1788
Fax: (847) 482-4545

U.P.M. Kymmeme, Inc.           trade debt            $2,016,229
A.R. Department
999 Oakmont Plaza, Suite 200
Westmont, IL 60559
Tel: (630) 850-3310
Fax: (630) 850-3322

Myllykoski North America       trade debt            $1,904,950
A.R. Department
P.O. Box 4235, Station A
Toronto, ON, CA M5W 5P7
Tel: (514) 878-1977
Fax: (514) 878-2155

Aaron Direct                   trade debt            $1,795,527
A.R. Department
161 Washington Street,
11th Floor
Conshohocken, PA 19428
Tel: (610) 940-0800
Fax: (610) 940-0132

Day International, Inc.        trade debt            $1,461,126
A.R. Department
P.O. Box 643526
Pittsburgh, PA 15264-3526
Tel: (800) 877-8187
Fax: (513) 226-1466

NewPage Corp.                  trade debt            $1,441,655
A.R. Department
23504 Network Place
Chicago, IL 60673-1235
Tel: (847) 285-4800
Fax: (847) 285-4846

At Clayton Corp.               trade debt            $1,376,237
A.R. Department
P.O. Box 911405
Dallas, TX 75391-1405
Tel: (203) 861-1190
Fax: (203) 861-1170

Roosevelt Paper Co.            trade debt            $1,063,058
A.R. Department
P.O. Box 790208
St. Louis, MO 63179
Tel: (800) 323-1778
Fax: (708) 771-7979

Horizon Paper Co.              trade debt            $1,030,897
A.R. Department
P.O. Box 10374
Newark, NJ 07193-0374
Tel: (212) 682-5820
Fax: (212) 986-0689

Quebecor World Baird-Ward,     pension plan          $900,000
Inc. Retirement Plan           funding
Attention: Helen Levine State
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

Quebecor World Buffalo, Inc.   pension plan          $990,000
Retirement Plan for Hourly     funding
Employees
Attention: Helen Levine State
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

Quebecor World Kingsport, Inc. pension plan          $990,000
Retirement Plan for Hourly     funding
Bargaining Unit Employees of
Kingsport, Hawkins, Sherwood
and Distribution
Attention: Helen Levine State
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

Quebecor World Mount Morris    pension plan          $990,000
II, Inc. Employees' Pension    funding
Plan
Attention: Helen Levine State
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

The Pension Plan for Hourly    pension plan          $990,000
Employees of the Salem Gravure funding
Division of Quebecor World
(U.S.A.), Inc.
Attention: Helen Levine State
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

Quebecor World Pension Plan    pension plan          $990,000
Attention: Helen Levine State  funding
Street Bank and Trust Co.,
N.A.
Two World Financial Center
225 Liberty Street
New York, NY 10281
Tel: (917) 790-4172
Fax: (917) 786-2096

Milwood, Inc.                  trade debt            $931,984
A.R. Department
P.O. Box 960
Vienna, OH 44473-0960
Tel: (330) 359-5220
Fax: (330) 359-5781

Nippon Paper Industries U.S.A. trade debt            $899,188
Co.
A.R. Department
P.O. Box 11626
Tacoma, WA 98411-6626
Tel: (206) 623-1772
Fax: (360) 457-8675

Atmos Energy Marketing, L.L.C. utility debt          $897,041
A.R. Department
13430 Northwest Freeway,
Suite 700
Houston, TX 77040
Tel: (713) 688-7771

A.E.P. Industries              trade debt            $872,832
A.R. Department
P.O. Box 8500-50590
Philadelphia, PA 19178-8500
Tel: (800) 477-AEPI
Fax: (708) 389-3515

Blue Heron Paper Co.           trade debt            $848,968
A.R. Department
1200 West 7th Street,
Suite T2-210
Department 2964
Oregon, OR 97045-1809
Tel: (503) 650-4211
Fax: (503) 650-4595

H.B. Fuller Co.                trade debt            $834,873
A.R. Department
P.O. Box 73515
Chicago, IL 60673-7515
Tel: (888) 351-3521
Fax: (214) 285-8739

Xpedx                          trade debt            $815,551
A.R. Department
P.O. Box 32467
Hartford, CT 06150-2467
Tel: (201) 934-5115
Fax: (201) 934-5188

Tembec Enterprises, Inc.       trade debt            $783,953
A.R. Department
4542 Paysphere Circle
Chicago, IL 60674
Tel: (819) 627-8111
Fax: (819) 627-3177

Verso Paper                    trade debt            $757,133
A.R. Department
3630 Park 42 Drive, Suite 160D
Cincinnati, OH 45069
Tel: (800) 258-8852
Fax: (888) 293-0958

Oji Paper Canada, Ltd.         trade debt            $725,518
A.R. Department
1200 West 73rd Avenue,
Suite 1100
Port Mellon, BC CA VON 2S0
Tel: (604) 884-5223
Fax: (604) 884-2170

Federal Express                trade debt            $666,199
A.R. Department
P.O. Box 1140, Department A
Memphis, TN 38101-1140
Tel: (800) 622-1147
Fax: (901) 395-2000

Rock Tenn Co.                  trade debt            $617,010
A.R. Department
P.O. Box 102064
Norcross, GA 30071
Tel: (770) 448-2193
Fax: (678) 291-7666

Stadacona, Inc.                trade debt            $603,882
A.R. Department
1000 Stewart Avenue
Glen Burnie, MD 79443
Tel: (410) 590-8298
Fax: (418) 525-2995

Preprint Logistics Management  trade debt            $597,628
A.R. Department
105 Filley Street, Unit A
Bloomfield, CT 06002
Tel: (800) 596-2335
Fax: (860) 286-9290

Caraustar                      trade debt            $582,410
A.R. Department
3082 Pacific Avenue
Austell, GA 30106
Tel: (770) 948-6101
Fax: (770) 732-6209

Forbo Adhesives                trade debt            $581,447
A.R. Department
Station A
Toronto, ON CA M5W 4K9
Tel: (919) 433-1300
Fax: (919) 433-1301

Gould Paper Corp.              trade debt            $532,047
A.R. Department
2148 Paysphere Circle
Chicago, IL 60674-2148
Tel: (847) 441-6820
Fax: (847) 490-5376

Goss International Americas    trade debt            $504,402
A.R. Department
Lockbox 835055
Atlanta, GA 30353-5055
Tel: (603) 740-5965
Fax: (603) 940-5970

M.E.G.T.E.C. Systems, Inc.     trade debt            $495,562
A.R. Department
Lockbox 14268
Chicago, IL 60693-4268
Tel: (920) 336-5715
Fax: (920) 337-1534

Georgia Power Co.              utility belt          $489,781
A.R. Department
241 Ralph McGill Boulevard
Northeast
Atlanta, GA 30308
Tel: (404) 506-6526
Fax: (404) 506-3771

M.S.C. Industrial Supply Co.,  trade debt            $483,826
Inc.
A.R. Department
Department Ch 0075
Palatine, IL 60055-0075
Tel: (800) 645-7271

Randstad Staffing Services     trade debt            $476,637
A.R. Department
P.O. Box 2084
Carol Stream, IL 60132-2084
Tel: (877) 922-2468

Applied Industrial             trade debt            $476,257
A.R. Department
22510 Network Place
Chicago, IL 60673-1225
Tel: (216) 426-4000
Fax: (216) 426-4822

Merced Irrigation District     utility debt          $467,385
A.R. Department
Merced Irrigation District
744 West 20th Street
Merced, CA 95340
Tel: (209) 722-5761
Fax: (209) 722-6421

Motion Industries, Inc.        trade debt            $458,562
A.R. Department
P.O. Box 404130
Atlanta, GA 30384-4130
Tel: (209) 529-0261
Fax: (209) 529-1812

Hess Corp.                     utility debt          $422,835
A.R. Department
1185 Avenue of the Americas
New York, NY 10036
Tel: (212) 997-8500
Fax: (212) 536-8593

Sempra Energy Solutions        utility debt          $386,623
A.R. Department
101 Ash Street, 9th Floor
San Diego, CA 92101
Tel: (619) 696-3100
Fax: (619) 696-3103

Suez Energy Resources          utility belt          $383,783
A.R. Department
Corporate Communications
Suez Energy North America,
Inc.
1990 Post Oak Boulevard,
Suite 1900
Tel: (713) 636-0000
Fax: (713)636-1364


QUEST TRUST: Poor Credit Support Spurs S&P's Ratings Downgrade
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-1, M-2, and M-3 asset-backed certificates from Quest Trust
2004-X1 to 'BB' from 'A', to 'CCC' from 'B', and to 'D' from
'CCC', respectively.  At the same time, S&P affirmed its 'AAA'
rating on class A from the same series.

The lowered ratings on classes M-1 and M-2 reflect collateral
performance that has eroded available credit support during recent
months.  Monthly realized losses for this transaction have
exceeded excess interest for each of the past 12 months.   The
failure of excess interest to cover monthly losses has resulted in
the complete depletion of overcollateralization.  The downgrade of
class M-3 reflects the complete erosion of available credit
support and the subsequent write-downs for this class.  Class M-3
realized $231,978 in losses during the December 2007 remittance
period.  Cumulative losses for this transaction were 9.69% of the
original principal balance, total delinquencies were 27.29% of the
current principal balance, and severe delinquencies (90-plus days,
foreclosures, and REOs) were 16.65%.

The affirmation reflects the 'AAA' financial strength rating of
Ambac Assurance Corp., which provides insurance for class A of
this transaction.

In addition to the guarantee policy issued by Ambac, a combination
of subordination, excess spread, and O/C provide credit support
for this transaction.  The collateral for this series consists of
one- to four-family, fixed- and adjustable-rate, first- and
junior-lien mortgage loans with terms to maturity of no more than
30 years.

                         Ratings Lowered

                       Quest Trust 2004-X1
                   Asset-backed certificates

                                   Rating
                                   ------

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

                M-1         BB              A
                M-2         CCC             B
                M-3         D               CCC

                         Rating Affirmed

                       Quest Trust 2004-X1
                    Asset-backed certificates

                     Class           Rating
                     -----           ------

                     A               AAA


R-G CROWN: Fitch Lifts Ratings on Completed FITB Merger Deal
------------------------------------------------------------
Fitch Ratings has upgraded and removed from Watch Positive the
ratings for R-G Crown Bank, including its long-term Issuer Default
Rating to 'AA-' from 'BB-', following the completion of its
acquisition by Fifth Third Bancorp (FITB, rated 'AA-/F1+' by
Fitch).  R-G Crown Bank's ratings are removed from Rating Watch
Positive and upgraded to align with those of FITB's bank
subsidiaries and withdrawn.

Fitch upgrades, removes from Watch Positive, and withdraws these
ratings:

R-G Crown Bank
  -- Long-term Issuer Default Rating to 'AA-' from 'BB-';
  -- Short-term IDR to 'F1+' from 'B';
  -- Individual to 'B' from 'D';
  -- Support to '4' from '5';
  -- Support Floor to 'B' from 'NR';
  -- Long-term Deposits to 'AA' from 'BB'.

Fitch placed R-G Crown Bank's ratings on Rating Watch Positive on
May 21, 2007, following the announcement by R&G Financial
Corporation of the sale of its bank subsidiary, Florida-based R-G
Crown Bank to FITB.  The transaction was subject to regulatory
approval and several closing conditions, including the lifting of
R-G Crown Bank's cease and desist order from the OTS.  Following
the close of the transaction, R-G Crown Bank will be merged into
Fifth Third Bank (Michigan) and Fifth Third Bank (Ohio).  As a
result, the ratings of R-G Crown Bank were aligned with those FITB
banking subsidiaries have been withdrawn.


RBSGC MORTGAGE: Fitch Affirms 'B' Rating on Class 3-B-5 Certs.
--------------------------------------------------------------
Fitch Ratings has taken rating actions on these RBSGC Mortgage
Loan Trust pass-through certificates:

RBSGC 2007-A
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA+';
  -- Class B-2 downgraded to 'AA-' from 'AA';
  -- Class B-3 downgraded to 'A-' from 'A';
  -- Class B-4 downgraded to 'BB+' from 'BBB';
  -- Class B-5 downgraded to 'B' from 'BB';
  -- Class B-6 downgraded to 'C/DR4' from 'B'.

RBSGC 2007-B Group 1
  -- Class 1-A affirmed at 'AAA';
  -- Class 1-B-1 affirmed at 'AA+';
  -- Class 1-B-2 affirmed at 'AA';
  -- Class 1-B-3 downgraded to 'BBB+' from 'A';
  -- Class 1-B-4 downgraded to 'BB' from 'BBB';
  -- Class 1-B-5 downgraded to 'B' from 'BB';
  -- Class 1-B-6 downgraded to 'C/DR4' from 'B'.

RBSGC 2007-B Group 2
  -- Class 3-A affirmed at 'AAA';
  -- Class 3-B-1 affirmed at 'AA';
  -- Class 3-B-2 affirmed at 'A';
  -- Class 3-B-3 affirmed at 'BBB';
  -- Class 3-B-4 affirmed at 'BB';
  -- Class 3-B-5 affirmed at 'B'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $996.8 million of outstanding certificates.  The
downgrades affect approximately $30.5 million of the outstanding
certificates.

The negative rating actions reflect deterioration in the
relationship between CE and future loss expectations.  As of the
November 2007 distribution date, approximately 2.82% and 1.63% of
the 2007-A and 2007-B Group 1 transactions, respectively, are more
than sixty days delinquent with minimal to no losses to date.

The transactions are seasoned 10 and eight months for 2007-A and
2007-B, respectively.  The pool factors are approximately 90%, 95%
and 96% for 2007-A, 2007-B Group 1 and 2007-B Group 2,
respectively.

The underlying collateral for the transactions consists of
conventional first lien, fixed interest rate, one- to four-family,
residential first mortgage loans.  Wells Fargo Bank, N.A., rated
'RMS1' by Fitch, is the master servicer for all of the above
transactions.


REGAL ENT: Inks $210MM Merger Deal With Consolidated Theatres
-------------------------------------------------------------
Regal Entertainment Group has entered into an agreement to acquire
Consolidated Theatres for approximately $210 million in cash.

The proposed acquisition will add 28 theatres with 400 screens to
Regal's portfolio and enhance Regal's presence in Georgia,
Maryland, North Carolina, South Carolina, Tennessee and Virginia.
The consummation of the acquisition is subject to customary
closing conditions.

"We expect the acquisition of Consolidated Theatres to be
accretive to cash flows and earnings and are pleased to announce
an agreement to purchase these high quality assets," Mike
Campbell, chairman & chief executive officer of Regal
Entertainment Group stated.  "Accretive acquisitions are a key
component of our overall business strategy and we look forward to
a successful closing and integration of the Consolidated Theatre
assets during the first half of 2008."

                About Regal Entertainment Group

Headquarteres in Knoxville, Tennessee, Regal Entertainment Group
(NYSE: RGC) -- http://www.regalcinemas.com/ -- is a motion
picture exhibitor.  The company's theatre circuit, comprising
Regal Cinemas, United Artists theatres and Edwards theatres,
operates 6,355 screens in 526 locations in 39 states and the
district of Columbia.  It develops, acquires and operates multi-
screen theatres in mid-sized metropolitan markets and suburban
growth areas of larger metropolitan markets throughout the United
States.  On Sept. 15, 2006, the company acquired four theatres
with a total of 58 screens from AMC Entertainment Inc.


REGAL ENTERTAINMENT: $210 Mil. Deal Won't Affect S&P's Rating
-------------------------------------------------------------
Standard & Poor's Rating Services said that Regal Entertainment
Group's (BB-/Negative/--) announcement that it has reached an
agreement to acquire Consolidated Theatres Mgmt, LLC. for
$210 million does not affect the ratings or outlook on the
company.

Regal Entertainment Group is analyzed on a consolidated basis with
its subsidiary, Regal Cinemas Corp.  At Sept. 27, 2007, the
company had $2 billion in debt and $2.2 billion in capitalized
operating lease obligations.  The company's cash balance as of
Sept. 27, 2007, was $382.7 million and lease-adjusted leverage was
5.6x.


RITCHIE MULTI-STRATEGY: Wants Involuntary Petition Dismissed
------------------------------------------------------------
Ritchie Capital Management LLC, which manages domestic hedge fund
Ritchie Multi-Strategy Global, LLC, will seek a dismissal of the
Chapter 11 petition filed against the company on Dec. 26, 2007,
with the United States Bankruptcy Court for the Northern District
of Illinois by investors of the hedge fund, claiming that the
petitioners, being equity investors, weren't qualified to file the
petition, Bill Rochelle of the Bloomberg News reports.

Ritchie Capital, Mr. Rochelle relates, wants the Court to direct
the petitioners to pay for $5 million damages if the involuntary
petition is dismissed.

As reported in the Troubled Company Reporter on Dec. 27, 2007, the
petitioners are Benchmark Plus Institutional Partners LLC,
Benchmark Plus Partners, LLC, and Sterling Low Volatility Fund QP.

                     About Ritchie Capital

Headquartered in Lisle, Illinois, Ritchie Capital Management
Ltd. - http://www.ritchiecapital.com/-- is a private asset
management firm founded in 1997 by former college football
linebacker Thane Ritchie.  The company has offices in New York
and Menlo Park, California.

                  About Ritchie Multi-Strategy

Ritchie Multi-Strategy Global LLC is a domestic hedge fund.  Three
parties -- Benchmark Plus Institutional Partners LLC, Benchmark
Plus Partners LLC, and Sterling Low Volatility Fund Q.P. National
City Corp. -- filed a Chapter 11 petition against the company
on Dec. 26, 2007 (Bankr. N.D. Ill. Case No. 07-24236).  Jeff J.
Marwil, Esq., at Winston & Stawn LLP, in Chicago, Illinois,
represents the petitioners.  The three petitioners disclosed
around $46 million in claims.


SEA CONTAINERS: Wants SC Iberia and YMCL Guarantees Approved
------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the District of Delaware to enter
into two Deed of Guarantees in favor its two wholly owned non-
debtor subsidiaries, Sea Containers Iberia SA and Yorkshire Marine
Containers Ltd., in connection with a potential settlement by SCL
and certain of its subsidiaries, of intercompany claims asserted
by GE SeaCo SRL and its subsidiaries.

Sanjay Bhatnagar, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that many of the GE SeaCo
Entities' claims against the Debtors are currently under a
pending arbitration proceeding.  However, the Parties excluded
certain claims from arbitration in an attempt to consensually
resolve those claims.

The excluded claims consist of more than $90,000,000 in
intercompany claims asserted by GE SeaCo out of ordinary course
business transactions between the Parties.

After extensive negotiations among the Parties, the Official
Committee of Unsecured Creditors of Sea Containers Ltd. and the
Official Committee of Unsecured Creditors of Sea Containers
Services Ltd., reached a stipulation for the resolution of the
Intercompany Claims, the terms of which are yet to be finalized.

As a condition to their entry into the Stipulation, the directors
of SC Iberia and YMCL have required that SCL provide certain
guarantees in exchange for releasing their receivable balances
against the GE SeaCo Entities, Mr. Bhatnagar discloses.
Accordingly, SCL made arrangements to provide postpetition
guarantees to SC Iberia and YMCL for the value of their
receivables due from the GE SeaCo Entities, amounting to $585,861
for YMCL and $189,858 for SC Iberia.

Each Guarantee is payable solely to the extent necessary to fund
recoveries of sums owed to creditors of SC Iberia and YMCL, other
than the SCL Entities, and only upon the occurrence of the
earlier of:

   -- certain insolvency events with respect to SC Iberia and
      YMCL; or

   -- the Debtors' confirmation of a plan of reorganization that
      includes a final settlement of any of the Intercompany
      Claims.

The Stipulation provides that as of June 30, 2007, the GE SeaCo
Entities owe approximately $4,300,000 to SCL and its subsidiaries
on account of all Intercompany Claims.  The amount would be
adjusted based on certain payments made by and between the GE
SeaCo Entities and the SCL Parties subsequent to June 30.

Pursuant to the Stipulation, after accounting for the post-June
30 payments, the GE SeaCo Entities agree to set aside at least
$600,000 in a segregated account as the net balance owing to the
SCL Parties.  The funds would remain in the segregated account
for SCL's benefit, pending resolution of all the GE SeaCo
Entities' claims, including those subject to arbitration.

In addition, the GE SeaCo Entities would have the ability to
offset against the Segregated Account (i) allowed claims in the
bankruptcy cases, and (ii) claims that would arise on account of
certain avoidance actions against them.

The Parties agree that the Stipulation is the full and final
settlement of the Intercompany Claims, and upon its consummation,
the Parties would exchange mutual releases.

Mr. Bhatnagar contends that the Stipulation, if finalized, would
maximize value for the bankruptcy estates, and that SCL's grant
of the Guarantees is necessary to induce SC Iberia and YMCL to
enter into the Stipulation.

The Guarantees serve the Debtors' interests in helping to ensure
that third-party claims against SC Iberia and YMCL are funded,
thus, avoiding the need for the third-party claimants to resort
to collection efforts, which may reach back to the bankruptcy
estates, Mr. Bhatnagar explains.

                       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. 34;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SIERRA TIMESHARE: Moody's Puts Ba2 Final Rating on Class B Notes
----------------------------------------------------------------
Moody's Investors Service announced that on May 25, 2007 it
assigned a definitive Ba2 rating to the $18,645,000 7.49% Class B
notes issued by Sierra Timeshare 2007-1 Receivables Funding, LLC.


SPIRIT AEROSYSTEMS HOLDINGS: Earns $83.6 Million in 2007 3rd Qtr.
-----------------------------------------------------------------
Spirit AeroSystems Holdings Inc., the parent company of Spirit
AeroSystems Inc., reported net income of $83.6 million for the
third quarter ended Sept. 27, 2007, versus net income of
$34.0 million in the corresponding period ended Sept. 28, 2006.
The company benefited from a lower effective tax rate during the
third quarter 2007.

Revenue for the quarter increased 17.0% to $967.5 million from
$829.7 million, and the company's operating margins rose to 11.0%
percent from 9.3% in 2006.

"Strong operating performance continues across the company while
we execute our key development programs and pursue new business
opportunities," said president and chief executive officer Jeff
Turner.  "Executing our backlog of over twenty-three billion
dollars remains our top near-term opportunity to grow
profitability and expand operating margins," Turner added.

Spirit said that its backlog during the quarter increased from
$21.8 billion to $23.5 billion, as combined net orders for 528
aircraft at Boeing and Airbus outpaced their combined deliveries
of 208 aircraft.  Spirit's backlog is calculated based on
contractual prices for products and expected delivery volumes from
the published firm order backlogs of both Boeing and Airbus.

Cash flow from operations for the third quarter was $42.0 million,
despite increases in inventory on the 787 program and other
development programs.  Investments in capital expenditures totaled
$69.0 million in the quarter.  Half of the investment in property,
plant and equipment supported the start-up of the 787 program.

Cash balances at the end of the quarter were $105.4 million, down
$22.0 million from the end of the second quarter 2007, reflecting
planned investment in Spirit's core business, primarily for the
787 program.  Debt balances at the end of the third quarter were
$605.3 million, down slightly from second quarter levels.

                          Balance Sheet

At Sept. 27, 2007, the company's consolidated balance sheet showed
$3.17 billion in total assets, $2.03 billion in total liabilities,
and $1.14 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 27, 2007, are available for
free at http://researcharchives.com/t/s?2734

                     About Spirit AeroSystems

Headquartered in Wichita, Kansas, Spirit AeroSystems Holdings Inc.
(NYSE: SPR) -- http://www.spiritaero.com/-- provides
manufacturing and design expertise in a wide range of products and
services for aircraft original equipment manufacturers and
operators through its subsidiary, Spirit AeroSystems Inc.  Spirit
manufactures aerostructures for every Boeing commercial aircraft
currently in production, including over 70 percent of the airframe
content for the Boeing 737.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Standard & Poor's Ratings Services revised its outlook on
the company's subsidiary, Spirit AeroSystems Inc., to negative
from positive.  At the same time, Standard & Poor's affirmed its
ratings, including the 'BB' corporate credit rating, on the
company.


SRG 457: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: S.R.G. 457, L.L.C.
        P.O. Box 0582
        Saddle River, NJ 07458

Bankruptcy Case No.: 08-10874

Chapter 11 Petition Date: January 18, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Eric R. Perkins, Esq.
                  Nicolette & Perkins, P.A.
                  3 University Plaza, Suite 506
                  Hackensack, NJ 07601
                  Tel: (201) 488-9080

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


STUDENT FINANCE: Ch. 7 Trustee Balks at Claims Totaling $1 Billion
------------------------------------------------------------------
Charles A. Stanziale Jr., the trustee overseeing the Chapter 7
liquidation of Student Finance Corp. opposed a pair of claims
totaling almost $1 billion, the American Bankruptcy Institute
cites a report from Bankruptcy Law 360.

According to the report, Mr. Stanziale explained that MBIA Inc.'s
$468 million claim and a $466 million claim filed by Wells Fargo
Bank N.A. are already moot, since the Debtor already paid in full
the investors who filed those claims.  "To the extent MBIA
purported to file its claim on behalf of holders of certificates
and notes issued by securitization trusts affiliated with the
debtor, those certificate and noteholders have now been paid in
full as part of the settlement of another, nonbankruptcy
litigation," the report quotes Mr. Stanziale in court documents.

Mr. Stanziale also said that MBIA did not disclose damages done by
the Debtor, if indeed there were any damages, the report relates.

                       About Student Finance

Based in New Castle, Delaware, Student Finance Corp., was in the
business of originating and acquiring non-guaranteed student loans
and tuition installment agreements primarily from truck and
driving schools.  On Nov. 4, 2002, the Court entered an Order for
Relief under Chapter 11 of the Bankruptcy Code.  On Sept. 29,
2003, the Court appointed Charles A. Stanziale, Jr., as the
chapter 11 trustee.  The case was converted to a Chapter 7
liquidation on Nov. 14, 2003 with Mr. Stanziale appointed as the
chapter 7 trustee.  Fox Rothschild LLP represents Mr. Stanziale.
On June 5, 2005, four trucking schools filed an involuntary
petition against the company (Bankr. D. Del. Case No. 02-11620).


TRIGEM COMPUTER: Representative Files 6th Section 1518(1) Report
----------------------------------------------------------------
Charles D. Axelrod, Esq., at Stutman, Treister & Glatt P.C., in
Los Angeles, California, on behalf of Il-Hwan Park, the foreign
representative for TriGem Computer, Inc., delivered to the U.S.
Bankruptcy Court for the Central District of California a sixth
status report pursuant to Section 1518(1) of Chapter 15 of the
Bankruptcy Code on January 14, 2008.

Mr. Axelrod reports that the Suwon District Court, Bankruptcy
Division, in the Republic of Korea, ruled on January 2, 2008,
that TriGem's corporate reorganization proceedings in South Korea
has been completed pursuant to Article 3 of the Addendum of the
Act on Reorganization and Bankruptcy of Debtors and Article 272.1
of the old Act on Corporate Reorganization.

As previously reported, parties-in-interest in TriGem's
bankruptcy proceeding before the Korea Bankruptcy Court approved
on October 4, 2007, by the required votes a final amendment to
TriGem's amended plan of reorganization, which incorporated the
terms of the Second M&A Tender.

The Korea Bankruptcy Court subsequently confirmed TriGem's final
amended plan.  TriGem's reorganization plan calls for the sale of
the company's assets through a merger and acquisition type
transaction.

Individual shareholders of TriGem have filed an appeal with
respect to the Korea Bankruptcy Court's confirmation order.  The
shareholders were not pleased with the reduction of TriGem's
capital as contemplated by the final amended plan, Mr. Axelrod
says.

Mr. Axelrod says that in December 2007, TriGem settled with the
the individual shareholders and they eventually withdrew their
appeal.

Since no injunctive relief was sought in connection with the
individual shareholders' appeal, all actions scheduled to take in
the Foreign Proceeding will still occur, except for the issuance
of a final decree by the Korea Bankruptcy Court.

Pursuant to the amended plan, TriGem would repay its secured debt
and liens with KRW122,000,000,000 given by Celrun Co. Ltd. for
the acquisition of TriGem.

In its January 2 ruling, the Korea Bankruptcy Court stated that
from a total secured debt of KRW121,158,275,383 exclusive of debt
converted into equity, TriGem repaid KRW112,297,281,791 in two
installments on November 9, 2005 and November 16, 2005.  The
remainder of KRW8,860,993,592 including secured debt has not been
repaid yet.

As of November 30, 2007, and after TriGem's repayment of
approximately 92% of its total secured debt, TriGem estimated
assets of KRW201,400,000,000 and estimated liabilities of
KRW74,400,000,000.

The Korea Bankruptcy Court said that the Receivership Committee
of the Suwon District Court confirmed that TriGem's
reorganization proceeding will be deemed to be fully completed
earlier than the planned schedule and the creditors either agreed
or confirmed that they had no opinion on the completion of the
reorganization proceeding.

The Korea Bankruptcy Court found that TriGem has normalized its
financial and business conditions through acquisition by a third
party with financial capabilities and it repaid most its secured
debt and liens by carrying out its reorganization plan in good
faith.

Considering the financial structure, corporate governance, recent
sales and operational profit records, technological capability
and marketing power, and management plan and capability of TriGem
and Celrun, the Korea Bankruptcy Court concluded that TriGem will
continue to perform its reorganization plan without any problem.

Mr. Axelrod also reports that TriGem commenced on December 26,
2007, Adversary Proceeding No. 07-01924 against Toshiba
Corporation, David Packard and John E. Hock.

In its complaint, TriGem asked the Bankruptcy Court to
permanently enjoin the continuation of a prepetition lawsuit
commenced by Toshiba, Messrs. Packard and Cock against TriGem in
the U.S. District Court for the Central District of California.

In the alternative, TriGem requested that the Bankruptcy Court
allow its Chapter 15 case to remain open in perpetuity so that
the automatic stay will continue and obviate the need to
permanently enjoin the continuation of Toshiba, et al.'s
litigation.

When the adversary proceeding has been concluded, Mr. Park will
then address the propriety of closing TriGem's Chapter 15
proceeding, says Mr. Axelrod.

A full-text copy of TriGem's status report dated January 14,
2008, is available at no charge at:

http://chapter15.com/c15_files/20080116/0021StatusReportNo6.pdf

                      About TriGem Computer

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year
to clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod,
Esq., at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, an affiliate of the Debtor, filed
for chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif.
Case No. 05-13972).  TriGem Texas, Inc., another affiliate of
the Debtor, also filed for  chapter 11 protection on June 8,
2005 (Bankr. C.D. Calif. Case No. 05-14047).

On Sept. 13, 2007, TriGem filed Draft Plan Amendments in Korea and
on September 20 filed a Final Plan Amendment.  The Korean Court
confirmed Trigem's Amended Plan on Oct. 4, 2007.  (TriGem
Bankruptcy News, Issue No. 14 Bankruptcy Creditors' Service, Inc.,
215/945-7000).


WALTERS OIL: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Walthers Oil Company, Inc.
        2599 U.S. Highway36
        Cuba, KS 66940

Bankruptcy Case No.: 08-10068

Type of Business: The Debtor supplies biodiesel.

Chapter 11 Petition Date: January 16, 2008

Court: District of Kansas (Wichita)

Judge: Dale L. Somers

Debtors' Counsel: Edward J. Nazar, Esq.
                  245 North Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610
                  http://www.redmondnazar.com/

Total Assets: $960,200

Total Debts:  $1,368,651

Consolidated Debtors' List of 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Summit Financial               collateral:           $1,700,000
Resources L.P.                 $965,710
2455 E. Parleys Way
Suite 200
Salt Lake City, UT 84019

Dean Walthers                                        $1,317,000
2500 U.S. Highway 36
Cuba, KS 66940

Commerce Bank                  collateral:           $553,213
P.O. Box 5049                  $117,390
Topeka, KS 66605

Fuel Managers                  collateral:           $500,000
                               $163,000

Shell Oil                                            $500,000

Walthers Inc.                                        $325,000

Pectin Funding                 collateral:           $322,138
                               $217,430

Marjorie Walthers                                    $286,000

Valero Marketing & Supply      collateral:           $180,000
                               $100,000

David D. Walthers                                    $113,905

ConocoPhillips                                       $97,000

Federated Insurance                                  $22,5000
Company

Citi-Business                                        $21,429

Bank of America                                      $15,653

Amcon Distributing                                   $13,924

Stuckey's                                            $13,778

Premier                                              $13,543

Capital One                                          $10,814

American Express                                     $9,661


WASHINGTON MUTUAL: Moody's Ratings Unmoved by $1.9 Bil. Losses
--------------------------------------------------------------
Moody's Investors Service saw no rating implications to Washington
Mutual, Inc's. announcement of a 4Q'07 loss of $1.9 billion.  The
loss was consistent with an earnings warning that WaMu announced
in Dec. 2007.

Moody's rates WaMu's lead thrift, Washington Mutual Bank, C- for
financial strength and Baa1 for deposits.  The holding company's
senior debt is rated Baa2.

Moody's said that its steep rating downgrades of WaMu in November
and December 2007 incorporated WaMu's 4Q07 results.   The rating
outlook is stable.

Moody's said that the downgrades, which included a two-notch
downgrade on Dec. 10, 2007, were based on its view that credit
losses from WaMu's mortgage operations will be noticeably higher
than previously estimated given market deterioration and WaMu's
large non-conforming mortgage portfolios.  Moody's said that
higher provisions are likely to lead to poor results throughout
2008 and 2009.  Prior to its rating actions in late 2007, Moody's
had expected WaMu's profitability to begin to recover in 2009;
however, Moody's now believes this will not occur until 2010.

Moody's expects WaMu's loan-loss provisions to be elevated over a
two year period given WaMu's:

1) $18.6 billion sub-prime mortgage portfolio,

2) $61 billion home-equity portfolio, of which nearly 74% is
   second lien, and

3) $57 billion option-adjustable-rate-mortgage portfolio.

Moody's said that negative rating pressures would emerge if it
felt that the earnings from WaMu's retail and commercial bank,
credit card operations and its mortgage servicing activities were
not sufficient to more than offset the heightened provisions that
WaMu will need to take in the next two years.

"Going forward we will be comparing core earnings to provision
needs and if we think core earnings will be less than provisions
then WaMu's faces capital reduction and possible rating
downgrades", said Moody's Senior Vice President Sean Jones.

Washington Mutual, Inc is headquartered in Seattle, Washington.
Its reported assets as of Dec. 31, 2007 were $328 billion.


WCI COMMUNITIES: S&P's CCC Rating Unaffected by Loan Amendments
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on WCI Communities Inc. (WCI; CCC/Negative/--) are not
immediately affected by the Florida-based luxury homebuilder's
announcement that it has amended the terms governing its
$700 million secured revolver and $263 million secured bank loan.
S&P acknowledges, however, that the company successfully averted a
near-term liquidity event by negotiating a more liberal coverage
covenant through June 30, 2009.

The company had previously tripped a 0.5x fixed-charge threshold
and was operating under temporary covenant waivers.   Additional
restrictions were relaxed, including carve-outs for FAS 109
deferred tax asset impairments.  However, in exchange for the
looser covenants, WCI will pay a higher interest rate and the
company's borrowing capacity has been reduced.  S&P will continue
to monitor WCI's efforts to convert its $787 million high-rise
tower contract backlog into cash and generate improved orders for
single-family homes before S&P considers any changes to the
current rating or outlook.


WELLS FARGO: Fitch Junks Rating on Class B-5 Certificates
---------------------------------------------------------
Fitch Ratings has taken rating actions on these Wells Fargo
Alternative Loan Trust pass-through certificates:

WFALT 2007-PA1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 downgraded to 'A-' from 'A';
  -- Class B-3 downgraded to 'BB+' from 'BBB';
  -- Class B-4 downgraded to 'B' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B'.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $655.3 million of outstanding certificates.  The
downgrades affect approximately $17.6 million of the outstanding
certificates.

The negative rating actions reflect deterioration in the
relationship between CE and future loss expectations.  As of the
November 2007 distribution date, approximately 2.47 % of the pool
is more than sixty days delinquent with no losses to date.

The transaction is seasoned 9 months and the pool factor is
approximately 93%.

The underlying collateral for the Wells Fargo Asset Securities
Corp. transaction consists of conventional, fixed interest rate,
monthly pay, fully amortizing, one- to four-family, residential
first mortgage loans.  All of the mortgage loans were generally
originated in conformity with underwriting standards of Wells
Fargo Home Mortgage, Inc.

Wells Fargo Bank, N.A., rated 'RMS1' by Fitch, is the master
servicer for all of the above transactions.


XYIENCE INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Xyience Incorporated
        4572 West Hacienda
        Las Vegas, NV 89118

Bankruptcy Case No.: 08-10474

Type of Business: The Debtor sells sports nutrition.
                  See:

Chapter 11 Petition Date: January 18, 2008

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtors' Counsel: Laurel E. Davis, Esq.
                  Fennemore Craig, P.C.
                  300 S. Fourth Street, #1400
                  Las Vegas, NV 89101
                  Tel: (702) 692-8000
                  Fax: (702) 692-8099
                  http://www.fclaw.com/

Total Assets: $5,285,722

Total Debts:  $42,342,831

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Zyen LLC                       assets: value of      $12,467,000
c/o Bill Bullard               security $5,285,722
2960 W. Sahara Avenue
Suite 200
Las Vegas, NV 89102

Darlis Investments             assets; value of      $8,141,248
c/o Crown Capital Partners     security: $5,285,722;
4304-930 Nelson Street         value of senior lien:
Vancouver, BC Canada           $12,467,000
V6Z3A7

Key Management                 assets; value of      $5,191,666
C/o Crown Capital partners     security: $5,285,722
4304-938 Nelson Street         value of senior lien:
Vancouver, BC V6Z3A7           $12,467,000

MTV Networks                                         $3,900,000

Zuffa Marketing LLC                                  $3,000,000

Russel Pike                                          $1,800,011

Prosperity Investments         inventory; value of   $1,392,877
Alliance & Pacific Investment  security: $2,529,007;
Network LLC                    value of security:
                               $25,799,915
Alican West Inc.                                     $576,894

Professional Bull Riders                             $525,000

Eric Curtis                                          $516,944

Allen Flavors Inc.                                   $514,224

Santoro, Driggs, Walch,                              $373,665
Kearney, Holley

Travel Channel                                       $355,000

Cott Corporation                                     $222,804

Prime Point Media                                    $220,000

WPT Enterprises Inc.                                 $200,000

Jeff Dash                                            $180,000

AJ Robbins P.C.                                      $175,215

MDK Motor Sports LLC                                 $150,000

LA Stars LLC                                         $112,500


* Fitch Cuts Ratings on 28 CLO Tranches and Puts on Neg. Watch
--------------------------------------------------------------
Fitch Ratings has downgraded and placed 28 tranches of total rate
of return collateralized loan obligations on Rating Watch
Negative. Fitch has also placed an additional 37 tranches on
Rating Watch Negative.

These rating actions are the result of the continued decline in
the market value of the underlying loans in the reference
portfolios for TRR CLOs.  Due to the recent widespread drop in the
secondary market values for leveraged loans, these transactions
have experienced significant unrealized losses.

These TRR CLOs contain market value unwind mechanisms to protect
either the swap counterparty or senior noteholders from market
value declines beyond a certain threshold.  If a combination of
realized and unrealized losses in the reference portfolio were to
cause the net collateral value to fall below this termination
threshold the transaction could be terminated early, thus
crystallizing losses to the rated noteholders.

The sustained market value decline in the secondary leveraged loan
market has increased the vulnerability of these structures to a
deteriorating credit environment.  For example, from the end of
June 2007 through Jan. 16, 2008, the average bid in the overall
market fell from $98.74 to $92.49 (a drop of 6.4%) and the average
bid on the most liquid leveraged loans, the SMi U.S. 100, fell
from $100.02 to $94.36 (a drop of 5.7%) , according to LSTA/LPC
Mark-to-Market Pricing data.  From a credit perspective, these TRR
CLOs in general have performed well.  However, Fitch believes that
they now have a decreased ability to withstand default stresses,
in combination with continued market value stresses.

Fitch has downgraded these transactions in addition to placing
them on Rating Watch Negative:

Aladdin Managed LETTRS Fund, Ltd.
  -- $43,000,000 class A to 'BB+' from 'A';
  -- $22,500,000 class B to 'BB' from 'BBB+'.

Beecher Loan Fund, Ltd
  -- $66,800,000 class A to 'BB+' from 'A';
  -- $44,000,000 class B to 'BB' from 'BBB'.

Bushnell Loan Fund, Ltd.
  -- $38,300,000 class A to 'BB+' from 'A';
  -- $25,000,000 class B to 'BB' from 'BBB'.

Canal Point I, Ltd.
  -- $33,205,000 class A income notes to 'CCC' from 'BB'
     (remains on Rating Watch Negative).

Canal Point II, Ltd.
  -- $43,600,000 income notes to 'CCC' from 'BB'
     (remains on Rating Watch Negative).

Fall Creek CLO, Ltd
  -- $157,500,000 class A-1 revolving notes to 'AA' from 'AAA';
  -- $312,500,000 class A-2 to 'AA' from 'AAA';
  -- $29,167,000 class B to 'BBB' from 'A';
  -- $47,000,000 class C to 'BB' from 'BBB';
  -- $2,000,000 class D-1 to 'B' from 'BB';
  -- $5,167,000 class D-2 to 'B' from 'BB'.

Hartford Leveraged Loan Fund, Ltd
  -- $125,000,000 income notes and shares to 'BB' from 'BBB'.

Malibu Loan Fund, Ltd
  -- $110,800,000 notes to 'BB' from 'BBB'.

Rivendell Loan Fund, LLC
  -- $28,750,000 class A to 'BB+' from 'A';
  -- $18,750,000 class B to 'BB' from 'BBB'.

Silver Crest Loan Fund, Ltd.
  -- $47,800,000 class A to 'BB+' from 'A';
  -- $31,300,000 class B to 'BB' from 'BBB'.

Stedman Loan Fund, Ltd.
  -- $57,400,000 class A to 'BB+' from 'A';
  -- $38,000,000 class B to 'BB' from 'BBB'.

Structured Enhanced Return Vehicle Trust (SERVES) 2006-1, Ltd.
  -- $157,500,000 class A-1 revolving notes to 'AA' from 'AAA';
  -- $312,500,000 class A-2 to 'AA' from 'AAA';
  -- $29,167,000 class B to 'BBB' from 'A';
  -- $50,000,000 class C to 'BB' from 'BBB';
  -- $2,080,000 class D-1 to 'B' from 'BB';
  -- $2,087,000 class D-2 to 'B' from 'BB'.

Fitch has also placed these transactions on Rating Watch Negative:

Bryn Mawr CLO II Ltd.
  -- $126,000,000 class A-1 revolving notes 'AAA';
  -- $250,000,000 class A-2 'AAA';
  -- $20,000,000 class B 'AA';
  -- $40,223,000 class C 'A';
  -- $27,865,000 class D 'BBB';
  -- $900,000 class E-1 'BB';
  -- $900,000 class E-2 'BB'.

Castle Harbor II CLO Ltd.
  -- $21,000,000 class A 'A';
  -- $26,000,000 class B-1 'BBB';
  -- $10,000,000 class B-2 'BBB';
  -- $3,000,000 class C 'BB-';
  -- $8,350,000 combination notes 'BBB'.

CELTS 2007-1, Ltd.
  -- $307,000,000 class A revolving notes 'AA';
  -- $57,000,000 class B 'BBB+'.

CENT Income Opportunity Fund I, LLC
  -- $100,000,000 income notes 'BBB'.

Coltrane CLO p.l.c.
  -- EUR 26,000,000 class B 'A';
  -- EUR 45,000,000 class C 'BBB';
  -- EUR 1,750,000 class D-1 'BB';
  -- EUR 2,000,000 class D-2 'BB'.

Hudson Canyon Funding, Ltd.
  -- $47,800,000 class A 'A';
  -- $22,000,000 class B-1 'BBB';
  -- $9,300,000 class B-2 'BBB'.

Invesco Navigator Fund, Ltd.
  -- $125,000,000 securities 'BBB'.

LCM VII, Ltd.
  -- $126,000,000 class A-1 revolving notes 'AAA'
  -- $250,000,000 class A-2 'AAA'
  -- $20,000,000 class B 'AA';
  -- $42,763,000 class C 'A';
  -- $29,040,000 class D 'BBB'
  -- $937,000 class E-1 'BB';
  -- $937,000 class E-2 'BB'.

Loan Funding Corp. 2003-1
  -- $25,000,000 class A 'BBB';
  -- $12,000,000 class B 'BB'.

OCI Enhanced Loan Income Fund, Ltd.
  -- $50,000,000 income notes 'BBB'.

PPM Riviera Loan Fund, Ltd.
  -- $21,735,000 class A-1 'AA';
  -- $11,665,000 class A-2 'A-';
  -- $22,000,000 class B 'BBB'.

SERVES 2004-1, Ltd.
  -- $47,500,000 class A 'BBB'.

As announced in Fitch's Nov. 7, 2007 release ('Fitch Clarifies
Position on New Issue CDO Ratings'), Fitch is currently in the
process of reviewing its rating methodology and model assumptions
for all new issue CDO ratings.  Investors should be aware that
Fitch's reassessment of its analytic views could affect existing
ratings, including the ratings assigned to the securities in this
press release.


* Fitch Says Extended Buybacks May Increase M&A for Oil Majors
--------------------------------------------------------------
An extended period of share buybacks may increase merger and
acquisition risk for global oil majors by creating the need to
play catch up through future upstream acquisitions, according to a
Fitch Ratings report.

Global majors have nearly tripled shareholder-friendly activity
from $34 billion in 2002 to $93 billion for the 12-month period to
Sept. 30, 2007.  Of the two components of shareholder-friendly
activity - buybacks and dividends - buybacks have accelerated much
faster than dividend increases.

While share buybacks are generally viewed as a negative from a
bondholder perspective, the effect on credit ratings has been less
of a near-term issue given the significant liquidity generated by
high commodity prices.  Under some circumstances, share buybacks
may indirectly benefit bondholders by preventing companies from
locking into expensive, and potentially value-destroying long-
lived assets, and defend against external demands for more acute
actions, such as a recapitalization.  However, rerouting cash into
shareholder-friendly activities also raises the risk that
companies may need to look to larger upstream deals down the road
to make up for lost ground in terms of reserve growth.

Fitch believes lower reserve growth may increase future pressure
on majors to do upstream M&A deals.  Fitch notes the ultimate
effect of such activity on issuer credit profiles needs to be
determined on a case-by-case basis, depending on the deal size and
structure, and other variables.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (36)         151       (7)
Alaska Comm Sys         ALSK        (28)         557       24
Bare Escentuals         BARE       (132)         214       76
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,068)       1,332       61
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Holdings I        CCK         (65)       6,949      440
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Deltek Inc              PROJ       (144)         148      (12)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Entropic Communications ENTR        (33)         177       29
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (77)         213        0
IMAX Corp               IMAX        (77)         213        0
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (74)         183       39
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (636)       1,334      827
Lodgenet Entertn        LNET        (18)         709       18
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navistar Intl           NAVZ     (1,699)      10,786      164
Netsuite Inc            N           (49)          56      (46)
Nexstar Broadcasting    NXST        (87)         708      (19)
NPS Pharm Inc           NPSP       (210)         361     (119)
ON Semiconductor        ONNN        (35)       1,526      395
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sally Beauty Hol        SBH        (761)       1,405      354
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sonic Corp              SONC       (107)         759      (41)
Spectrum Brands         SPC        (104)       3,211      779
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (36)       4,572     (687)
Weight Watchers         WTW        (945)       1,037     (134)
Western Union           WU         (146)       5,685   (2,261)
WR Grace & Co.          GRA        (343)       3,794   (1,246)
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

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.

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