TCR_Public/080124.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 24, 2008, Vol. 12, No. 20

                             Headlines


ABFS MORTGAGE: $281,377 Losses Spur S&P's "D" Certificate Rating
AIRTRAN AIRWAYS: Schedules Annual Shareholders Meeting on May 21
AK STEEL: Earns $106.7 Mil. in Fourth Quarter Ended December 31
AMERICREDIT CORP: Posts $19 Mil. Net Loss in Quarter Ended Dec. 31
AMERIQUEST MORTGAGE: S&P Cuts Rating on Class M2 Certificates to B

AMP'D MOBILE: Taps William Morris, et al. as Liquidation Advisors
AMP'D MOBILE: Boston Comms. Balks at Intellectual Property Sale
ASARCO LLC: Court Okays Anderson Kill as Asbestos Panel Counsel
ASARCO LLC: Hires AlixPartners as Bankruptcy Claims Professionals
ASARCO LLC: Wants to Employ Filardi Law Offices as Local Counsel

BANC OF AMERICA: Fitch Cuts Ratings on 29 Certificate Classes
BANC OF AMERICA: Stable Performance Cues Fitch to Hold Ratings
BARNHILLS BUFFET: Hires Hancock Law as Bankruptcy Counsel
BARRICADE BOOKS: Plan-Filing Extension Hearing Set for February 6
BEAR STEARNS: District Court Postpones Ruling on Chapter 15 Appeal

BEAR STEARNS: S&P Ratings Unaffected by Trust Deal's Amendments
BIOENERGY OF AMERICA: Bankruptcy Cues Affiliate to Close 2 Plants
BOMBARDIER INC: Earns $91 Million in 3rd Quarter Ended Oct. 31
BUFFETS HOLDINGS: Receives Interim Approval for New Financing
CALPINE CORP: Bid Procedures on Hillabee Project Sale Approved

CAPITAL GROWTH: Amended Employment Pacts Add $250,000 Base Salary
CLAYTON WILLIAMS: Provides Update on Business Operations
COMPUSA INC: To Close a Hundred Stores Nationwide by March
CONSECO FINANCE: S&P's Cuts Rating on Class B2 Certificates to B
COUNTRYWIDE ALTERNATIVE: Fitch Holds 'BB' Rating on Cl. M-10 Loans

COUNTRYWIDE HOME: S&P Cuts Rating on Class B-1 Certs. to 'B'
CYBERHOME ENT: Extends Brand Package Bid Deadline to February 25
DELPHI CORP: Judge Drain Wants Executive Bonuses Reduced
DELTA FUNDING: S&P Junks Rating on Class M-2 Certs. From 'B'
ENERGY FUTURE: Names John Young as Chief Executive Officer

FEDERAL GYPSUM: 90% of Creditors Vote for Restructuring Plan
FINANCE AMERICA: Poor Performance Cues S&P's Three Rating Cuts
FIRST AMERICAN: Selling 78 Memphis Homes to Stave Off Bankruptcy
FIRST HORIZON: Fitch Junks Ratings on 12 Certificate Classes
FIELDSTONE MORTGAGE: S&P Junks Ratings on Two Certs. From 'BB'

FORD CREDIT: S&P Attaches 'BB+' Rating on $62.036 Mil. Notes
GENERAL MOTORS: Sells More Than 9 Million Vehicles Globally
GETTY IMAGES: Board of Directors Explores Strategic Options
GRANDE COMMS: S&P's Ratings Unaffected by Strategic Options Move
GREATER MIAMI: Case Summary & 166 Largest Unsecured Creditors

HAVEN HEALTHCARE: Committee Taps Deloitte as Financial Advisor
HEARTLAND AUTO: Section 341(a) Creditors Meeting Reset to Mar. 12
HOLOGIC INC: Selling Gestiva Rights to KV Pharma for $82 Million
IRVINE SENSORS: Grant Thornton Raises Going Concern Doubt
JETBLUE AIRWAYS: Closes Stock Purchase Transaction With Lufthansa

KIMBALL HILL: Deloitte & Touche Raises Going Concern Doubt
LIBERATOR MEDICAL: Berenfeld Spritzer Raises Going Concern Doubt
LID LTD: Disclosure Statement Hearing Slated for February 13
LMT MORTGAGE: Fitch Junks Ratings on 16 Certificate Classes
MARYLAND DEVELOPMENT: Case Summary & 30 Largest Unsec. Creditors

MASTR ALTERNATIVE: S&P Junks Rating on Class 15-B-5 Certs.
MBS MANAGEMENT: Section 341(a) Meeting Scheduled on January 29
MEDIACOM COMMS: Asks "Emergency" Waiver to FCC's All-Digital Plan
MEDIACOM COMMS: Sept. 30 Balance Sheet Upside-Down by $187.5 Mil.
MERITAGE HOMES: Posts $118.6 Million Net Loss in 2007 3rd Quarter

MOMENTIVE PERFORMANCE: Moves Exchange Offer Expiry to January 29
MORGAN STANLEY: Stable Performance Cues Fitch to Affirm Ratings
MUSICLAND HOLDING: Court Confirms Second Amended Liquidation Plan
NOLAND-DECOTO: M.A. West Meets Court's Acquisition Requirements
NOVASTAR HOME: American Interbanc Files Involuntary Ch. 7 Petition

NOVASTAR HOME: Involuntary Chapter 7 Case Summary
PANTHER/DCP: Case Summary & 59 Largest Unsecured Creditors
PATRIOT HEALTH: State's Insurance Department to Liquidate Business
PEP BOYS: Posts $28 Million Net Loss in Third Quarter Ended Nov. 3
POTLATCH CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating

PROPEX INC: Wants to Employ Houlihan Lokey as Financial Advisor
PROPEX INC: Wants to Employ Miller & Martin as Local Counsel
PROPEX INC: Court Approves $60 Million Credit Facility
PROPEX INC: Chap. 11 Filing Cues Moody's to Cut Corp. Rating to Ca
PROPEX INC: Chapter 11 Filing Cues S&P's Corp. Rating Cut to D

PUTNAM STRUCTURED: S&P Cuts Ratings on Two Notes to BB from BBB
QUEBECOR WORLD: Bank Lenders Commit $1 Billion DIP Financing
QUEBECOR WORLD: Obtains Creditor Protection Under CCAA (Canada)
QUEBECOR WORLD: Wants Ernst & Young as CCAA (Canada) Monitor
QUEBECOR WORLD: Moody's Slashes Corporate Family Rating to 'Ca'

QUESTEX MEDIA: Broadens Service Scope With FierceMarkets Buyout
REGAL ENT: Sept. 27 Balance Sheet Upside-Down by $93.1 Million
ROUGE INDUSTRIES: Wants Until March 18 to File Chapter 11 Plan
SARM MORTGAGE: Fitch Downgrades Ratings on 12 Certificate Classes
SASCO 2002-4H: Fitch Puts 'B' Rated Class B-5 Certs. on Neg. Watch

SCAN INTERNATIONAL: Selling 5 Retail Leases & 1 Warehouse Lease
SECURED ASSETS: Chapter 11 Trustee Wants Shulman Hodges as Counsel
SHAW GROUP: Finalizes Little Gypsy 3 Re-Power Project Agreement
SMK SPEEDY: Bankruptcy Hurts Branch Store, Franchisee Says
SOLUTIA INC: Chapter 11 Emergence Delayed on Credit Woes

SP NEWSPRINT: Inks $350 Million Merger Pact With White Birch
SP NEWSPRINT: S&P Cuts Corp. Rating to B+ on White Birch Deal
SPECIALTY UNDERWRITING: S&P Cuts Rating on Class B-1 Certs. to D
STRUCTURED ASSET: Low Credit Enhancement Cues S&P's Ratings Cut
STRUCTURED ASSET: S&P Cuts Ratings on Two Certificates to Low-B

SWIFT CORP: Weak Operations Prompt S&P to Cut Corp. Rating to B-
TD AMERITRADE: Earns $241 Million in Quarter Ended December 31
TIMKEN CO: Inks Agreement to Acquire Boring Specialties
TWEETER HOME: Court Extends Removal of Action Period Until May 7
UAP HOLDING: Agrium Acquisition Deal Gets Canada Commissioner's OK

US CENTURY: Strong Capital Levels Prompt Fitch to Put 'BB' Rating
US ENERGY: Taps Epiq Bankruptcy as Noticing and Claims Agent
US ENERGY: Zahren, Reynolds and Augustine Joins Board of Directors
VISTAR CORP: Signs $1.3 Bil. Buyout Deal With Performance Food
VISTAR CORP: S&P Says Ratings Unmoved by Performance Food Deal

WACHOVIA BANK: Fitch Affirms 'B+' Rating on $4.5MM Class O Certs.
WELLCARE HEALTH: S&P Retains Negative CreditWatch on BB- Rating
WHITE BIRCH: Affiliates Ink $350 Mil. Merger Deal w/ SP Newsprint
WHITE BIRCH: SP Newsprint Deal Won't Affect S&P's "B" Rating
WMC DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors

XYIENCE INC: Failure to Secure More Capital Cues Bankruptcy Filing

* Fitch Says US Equity REITs Have Adequate Liquidity
* S&P Junks Ratings on 85 Classes of 56 NIMS RMBS Transactions
* S&P Opines Auto Loan-Backed Securities are Deteriorating

* Christopher Picone Joins Buccino & Assoc.' Real Estate Services
* Huron Consulting Adds Turnaround, Utilities & Healthcare Experts
* Reed Smith Adds 55 Lawyers Effective February 1

* U.S. Trustee Head Temporarily Suspends Debtor Audits for 2008

* Chapter 11 Cases with Assets & Liabilities Below $1,000,00


                             *********

ABFS MORTGAGE: $281,377 Losses Spur S&P's "D" Certificate Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B and M-2 mortgage pass-through certificates from ABFS
Mortgage Loan Trust 2002-2.  S&P lowered the rating on class B to
'D' from 'CCC' and lowered the rating on class M-2 to 'B' from
'BB'.  At the same time, S&P affirmed its ratings on the remaining
three classes from the same series.

S&P downgraded class B because it experienced $281,377.49 in
realized losses during the December 2007 remittance period.

The downgrade of class M-2 reflects collateral performance that
has eroded available credit support in recent months.  To date,
the series has experienced $17.915 million in cumulative realized
losses to date.  Serious delinquencies (90-plus days,
foreclosures, and REOs) amount to $17.558.  This transaction has
paid down to 11.65%, or $44.259 million of the original principal
balance.

The affirmations reflect stable collateral performance as of the
December 2007 remittance period.  Current and projected credit
support percentages are sufficient to support the ratings at their
current levels.

Credit support for the transaction is provided by subordination,
excess interest, and overcollateralization.  At issuance, the
collateral backing the deal consisted of subprime fixed- and
adjustable-rate fully amortizing first-lien mortgage loans secured
by one- to four-family residential properties.

                         Ratings Lowered

                ABFS Mortgage Loan Trust 2002-2

                                   Rating
                                   ------

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

                  B            D          CCC
                  M-2          B          BB

                         Ratings Affirmed

                ABFS Mortgage Loan Trust 2002-2

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

                  A-6, A-7                 AAA
                  M-1                      AA


AIRTRAN AIRWAYS: Schedules Annual Shareholders Meeting on May 21
----------------------------------------------------------------
AirTran Airways, a subsidiary of AirTran Holdings Inc., disclosed
the airline will host its annual shareholders' meeting on May 21,
2008, at the Charleston Place Hotel in historic Charleston, South
Carolina.

Shareholders who own AirTran Holdings stock as of March 24, 2008,
are invited to attend the meeting, which will begin at 11 a.m.
EST.  The annual report and proxy materials for the annual meeting
are expected to be mailed to stockholders beginning on or about
April 12, 2008.

AirTran Airways, Inc. (NYSE: AAI) -- http://www.airtran.com/--
operates over 600 daily flights to 50 destinations.  The airline's
hub is at Hartsfield-Jackson Atlanta International Airport, where
it is the second largest carrier.  AirTran Airways recently added
the fuel-efficient Boeing 737-700 aircraft to create America's
youngest all-Boeing fleet.  The airline is also the first carrier
to install XM Satellite Radio on a commercial aircraft and the
only airline with Business Class and XM Satellite Radio on every
flight.

                          *     *     *

Moody's Investors Service assigned a B2 senior secured debt rating
to Airtran Airways Inc. on April 2003.  The rating still holds to
date.

Airtran Holdings Inc.'s 7% Convertible Notes due 2023 carry
Moody's Investors Service and Standard & Poor's junk ratings.


AK STEEL: Earns $106.7 Mil. in Fourth Quarter Ended December 31
---------------------------------------------------------------
AK Steel Corp. reported 2007 fourth quarter net income of
$106.7 million, compared to a net loss of $49.3 million in the
2006 fourth quarter.

The net loss in the fourth quarter of 2006 included a pre-tax,
non-cash "corridor" charge of $133.2 million for actuarial losses
related to the company's retiree health care benefit plans.  There
was no corridor charge in 2007.

For the full year, AK Steel earned net income of $387.7 million,
compared to net income of $12 million for the full year in 2006.
Net income for 2007 includes $39.8 million in one-time, pre-tax
charges related to the implementation of new labor agreements at
the company's Mansfield, Ohio and Middletown, Ohio plants.

The 2006 net income included the corridor charge, well as $15.8
million of one-time charges related to the implementation of new
labor agreements at the company's Butler, Pennsylvania and
Zanesville, Ohio plants.

At Dec. 31, 2008, the company's balance sheet showed total assets
of $5.2 billion, total liabilities of $4.3 billion, and total
shareholders' equity of $0.87 billion.

                       About AK Steel Corp.

Headquartered in Middletown, Ohio, AK Steel Corp. (NYSE: AKS) --
http://www.aksteel.com/-- produces flat-rolled carbon, stainless
and electrical steels, as well as tubular steel products for the
automotive, appliance, construction and manufacturing markets.

                          *     *     *

Moody's Investors Service placed AK Steel Corporation's long term
corporate family and probability of default ratings at 'Ba3' in
August 2007.   The ratings still hold to date with a stable
outlook.


AMERICREDIT CORP: Posts $19 Mil. Net Loss in Quarter Ended Dec. 31
------------------------------------------------------------------
AmeriCredit Corp. disclosed Tuesday results of operations for its
second fiscal quarter ended Dec. 31, 2007.

The automobile finance company reported a net loss of
$19.1 million for the second fiscal quarter ended Dec. 31, 2007,
versus earnings of $95.4 million for the same period a year
earlier.  For the six months ended Dec. 31, 2007, AmeriCredit
reported net income of $42.7 million, versus earnings of
$169.7 million for the six months ended Dec. 31, 2006.  Operating
results include Long Beach Acceptance Corp. since its acquisition
on Jan. 1, 2007.

Net income for the three and six months ended Dec. 31, 2006,
included a $23.0 million after-tax gain related to the partial
sale of AmeriCredit's investment in DealerTrack Holdings Inc.

Total revenues were $653.3 million for the three months ended
Dec. 31, 2007, versus total revenues of $575.6 million for the
same period a year earlier.  Total revenues were $1.31 billion
for the six months ended Dec. 31, 2007, versus total revenues of
$1.10 billion for the six months ended Dec. 31, 2006.

Automobile loan purchases increased to $1.80 billion for the three
months ended Dec. 31, 2007, compared to $1.74 billion for the same
quarter last fiscal year.  Loans purchased for the six months
ended Dec. 31, 2007, were $4.19 billion compared to $3.42 billion
for the same period a year earlier.  Managed receivables totaled
$16.35 billion at Dec. 31, 2007, compared to $12.58 billion at
Dec. 31, 2006.

Annualized net charge-offs totaled 6.9% of average managed
receivables for the December 2007 quarter compared to 5.8% for the
December 2006 quarter.  For the six months ended Dec. 31, 2007,
annualized net charge-offs were 6.2% compared to 5.6% for the same
period last year.

Managed receivables 31-to-60 days delinquent were 6.8% of the
portfolio at Dec. 31, 2007, compared to 6.7% at Dec. 31, 2006.
Accounts more than 60 days delinquent were 3.0% of the portfolio
at Dec. 31, 2007, compared to 2.6% a year ago.

"The December quarter was challenging on many fronts, with weaker
credit performance and uncertainty in the capital markets.  As a
result, we have revised our operating plans to align our loan
volume with available capital resources," said AmeriCredit
president and chief executive officer Dan Berce.  "Over the next
several months, we will bring our originations infrastructure and
overhead into alignment with our revised originations target."

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated financial statements
showed $18.15 billion in total assets, $16.17 billion in total
liabilities, and $1.98 billion in total shareholders' equity.

                        About AmeriCredit

Based in Fort Worth, Texas, AmeriCredit Corp. (NYSE: ACF) --
http://www.americredit.com/-- is an independent automobile
finance company that provides financing solutions indirectly
through auto dealers and directly to consumers in the United
States and Canada.  AmeriCredit has over one million customers and
more than $16.0 billion in managed auto receivables.  The Company
was founded in 1992.

                          *     *     *

To date, AmeriCredit Corp. carries Moodys' Investors Service 'Ba2'
corporate family and 'Ba3' senior unsecured debt ratings which
were placed in June 2007.  Outlook is Negative.


AMERIQUEST MORTGAGE: S&P Cuts Rating on Class M2 Certificates to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M2 asset-backed pass-through certificates from Ameriquest Mortgage
Securities Inc.'s series 2003-AR2.  At the same time, S&P affirmed
its ratings on eight classes from series 2002-3, 2003-1, and 2003-
AR2.

The lowered rating reflects:

  -- Monthly net losses that have consistently exceeded monthly
     excess interest;

  -- The complete depletion of overcollateralization (O/C) for
     series 2003-AR2; and

  -- High severe delinquencies (90-plus days, foreclosures, and
     REOs) totaling $10.801 million.

The affirmations reflect stable collateral performance as of the
December 2007 remittance period for the eight classes from these
three transactions.  Current and projected credit support
percentages are sufficient to support the ratings at their current
levels.

Credit support for the transactions is provided by subordination,
excess interest, and O/C.

The collateral for these deals consists of 30-year, fixed- and
adjustable-rate subprime mortgage loans secured by first liens on
one- to four-family residential properties.

                          Rating Lowered

              Ameriquest Mortgage Securities Inc.

                                           Rating
                                           ------
          Series          Class        To         From
          ------          -----        --         ----
          2003-AR2        M2           B          BBB

                        Ratings Affirmed

              Ameriquest Mortgage Securities Inc.

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

              2003-AR2      M-1            AAA
              2003-AR2      M-3            CCC
              2003-1        M-1            AA+
              2003-1        M-2            BBB
              2003-1        MF-3, MV-3     CCC
              2002-3        M-2            A+
              2002-3        M-3            BBB


AMP'D MOBILE: Taps William Morris, et al. as Liquidation Advisors
-----------------------------------------------------------------
Amp'd Mobile Inc. seeks permission from the U.S. Bankruptcy Court
for the District of Delaware to employ William Morris Agency LLC,
Quinn Pacific, and Mosaic Capital LLC, as its liquidation advisors
in connection with efforts to sell, license, or liquidate its
intellectual property assets.

The Debtor relates that since late July 2007, it has continued to
market its assets, including its IP Assets.  By this application,
the Debtor seeks to focus on that effort and utilize the expertise
of the Liquidation Advisors, each of whom have specific niche in
the entertainment marketplace.  The Debtor states that the
Liquidation Advisors have specific entertainment industry
expertise and the ability to target identified specific prospects;
and will be making a concerted effort to assist it in bringing a
transaction to closing.

The Debtor further relates that with the assistance of the
Liquidation Advisors, a targeted approach in the entertainment
industry is the method most likely to realize significant value
from the sale of its IP Assets.

As liquidation advisors, each of WMA, QP and Mosaic will assist,
advise and coordinate with the Debtor to sell the subject IP
Assets, including facilitating meeting and negotiations related to
an asset sale.  The Liquidation Advisors will help identify buyers
for all or part of the IP assets.

The Debtor also seeks to award particular levels of compensation
to each of the Liquidation Advisors if they succeed in their
efforts to help the Debtor locate a potential buyer or licensee of
the IP Assets.

Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, relates that the Debtor has negotiated
specific percentage advisory fee or commissions with each of the
Liquidation Advisors that would be payable upon approval and
closing of a specific transaction:

   A. WMA Fee Structure

      The Debtor propose to pay WMA a fee in an amount equal to
      4% of the total combined gross sale proceeds so long as
      the amount of the sale of the IP Assets exceeds
      $2,250,000 should a transaction occur with any entity
      listed on the WMA prospect list.  Additionally, WMA will
      be entitled to documented expense reimbursement of up to
      $8,500, which may be deducted from the Success Fee
      earned.  Should a transaction be approved and close with
      an entity not specifically listed on the WMA prospect
      list, WMA's fee will be reduced to 3%.

   B. QP Fee Structure

      If a sale of the IP Assets occurs and the purchaser is
      listed on the QP prospect list, QP will be entitled to a
      flat fee of 10% of the transaction value.  No fee will be
      owed to QP if a transaction is closed with a buyer not in
      the QP prospect list.

   C. Mosaic Fee Structure

      The Debtor has agreed to pay Mosaic a fee in an amount
      equal to the greater of $250,000 or 5% of a transaction
      up to $20,000,000 if a transaction is completed with one
      of the prospects identified by Mosaic.  In the event that
      a transaction is completed in an amount more than
      $20,000,000, Mosaic will be entitled to a Fee of 7%.  In
      addition, Mosaic will be entitled to documented expense
      reimbursement of up to $15,000.  Only a transaction that
      is completed with prospects identified by Mosaic will
      result in a payment to the entity.

Mr. Yoder asserts that the proposed Success Fees is tied directly
to the value to be realized for the IP Assets, which in turn will
maximize the value of the Debtor's estate.

Kings Road Investments, the Debtor's secured lender, supports the
Debtor's request, according to Mr. Yoder.

Stuart R. Tenzer, senior vice president at William Morris,
assures the Court that his firm is a disinterested person as the
term is defined in Section 101(14) of the Bankruptcy Code.
Representatives of QP and Mosaic also relate that their firms
are disinterested persons.  The Liquidation Advisors maintain
that they do not have interests materially adverse to the
Debtor's interests.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  Attorneys
at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor listed total assets of $47,603,629 and total
debts of $164, 569,842.  The Debtor's exclusive period to file a
plan expired on Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


AMP'D MOBILE: Boston Comms. Balks at Intellectual Property Sale
---------------------------------------------------------------
Cellular Express Inc., dba Boston Communications Group Inc.,
opposes any sale of the intellectual property it has licensed to
Amp'd Mobile Inc.

BCGI entered into a Service Agreement with the Debtor on
Oct. 18, 2004, whereby BCGI provides the Debtor with critical
billing and transaction processing services.

Because a proposed assignee for the Service Agreement or the BCGI
IP has not been identified yet, BCGI does not consent to any
assignment of the Service Agreement, Mark D. Olivere, Esq., at
Edwards Angell Palmer & Dodge LLP, in Wilmington, Delaware, tells
the Court.

If and when a proposed assignee is identified, BCGI contends that
its consent to assignment of the Service Agreement will be
conditioned on, among other things:

   (i) the immediate payment of $3,048,362 in prepetition
       arrearages due under the Service Agreement; and

  (ii) adequate assurance of the proposed assignee's future
       performance under the Agreement.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  Attorneys
at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor listed total assets of $47,603,629 and total
debts of $164, 569,842.  The Debtor's exclusive period to file a
plan expired on Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Court Okays Anderson Kill as Asbestos Panel Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors in ASARCO LLC and its debtor-affiliates'
Chapter 11 cases obtained permission from the U.S. Bankruptcy
Court for the Southern District of Texas to employ Anderson Kill &
Olick LLP, as their special insurance counsel, nunc pro tunc to
April 11, 2005.

Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble Culbreth &
Holzer, P.C., in Corpus Christi, Texas, told the Court that the
Asbestos Subsidiary Debtors have similar issues concerning
prepetition insurance settlement and buybacks.  As a result,
ASARCO and the Asbestos Debtors have filed a number of fraudulent
conveyance actions, which are currently abated by Court order.

The Subsidiary Debtors stated that they have an immediate need to
retain Anderson Kill to perform the same services the firm
performs for ASARCO.

Mr. Holzer said Anderson Kill will apply to the Court for
compensation in connection with its services to the Asbestos
Debtors at either its customary hourly rates or the discounted
rates the firm previously agreed with ASARCO.  Anderson Kill will
also be reimbursed for any necessary out-of-pocket expenses.

Rhonda D. Orin, Esq., a partner at Anderson Kill, assured the
Court that her firm does not represent any interest adverse to
ASARCO, the Asbestos Debtors, and their estates, and is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                          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' exclusive period to file a plan expires on
Feb. 11, 2008.  (ASARCO Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ASARCO LLC: Hires AlixPartners as Bankruptcy Claims Professionals
-----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
AlixPartners as its bankruptcy claims professionals, nunc pro
tunc Nov. 15, 2007.

AlixPartners will provide ASARCO with case management services,
trustee services, expert testimony, bankruptcy advisory services,
claims and voting agent services, data analytics expert, data
management and integrity experts and stakeholder communication
services.

Specifically, AlixPartners will:

   (a) evaluate proofs of claim, scheduled liabilities,
       liabilities recorded on the Debtors' books and record, and
       other available claims and liability information;

   (b) evaluate overall liability and claims exposure based on
       available information;

   (c) submit initial findings in a written report;

   (d) perform additional claims and liabilities evaluation,
       including, but not limited to, analysis of any reports,
       analyses, or opinions offered by other parties; and

   (e) assist with other matters as asked by ASARCO that fall
       within AlixPartner's expertise and that are mutually
       agreeable.

ASARCO will pay AlixPartners according to the firm's customary
hourly rates, with discounted rates ranging from $105 to $675
depending on the specific individual performing the service and
that individual's level of experience and expertise:

      Professionals                  Hourly Rate
      -------------                  -----------
      Managing Director              $475 - $675
      Directors                      $375 - $470
      Vice Presidents                $320 - $370
      Associates                     $230 - $315
      Analysts                       $150 - $225
      Paraprofessionals              $105 - $145

ASARCO has paid a $50,000 retainer to AlixPartners to be credited
against the overall cost of its services, James R. Prince, Esq.,
at Baker Botts, LLP, in Dallas, Texas, tells the Court.

Pursuant to an engagement letter between ASARCO and AlixPartners,
Meade Monger will be the AlixPartners managing director primarily
responsible for the overall engagement of the firm.  Mr. Monger
will be assisted by a staff of consultants at various levels.  In
connection with its engagement, AlixPartners has employed Charles
M. Setzfand, the sole owner of Rivershore Advisors, LLC, a
consulting agency, to assist with the claims resolution process.

Mr. Monger assures the Court that his firm does not represent any
interest adverse to ASARCO and its creditors, and is a
"disinterested party" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                          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' exclusive period to file a plan expires on
Feb. 11, 2008.  (ASARCO Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


ASARCO LLC: Wants to Employ Filardi Law Offices as Local Counsel
----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ The
Filardi Law Offices LLC as their local counsel in a certain
Tersigni action, nunc pro tunc to Jan. 3, 2008.

L. Tersigni Consulting, P.C., the financial advisor retained by
the Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors, filed a Chapter 11 case in the U.S. Bankruptcy
Court in the District of Connecticut, Bridgeport Division, in
November 2007.  An investigation into alleged overbillings done by
the Tersigni firm's deceased owner, Loreto Tersigni, is ongoing in
the Connecticut Court.

The Debtors want to appear in the Tersigni bankruptcy case to
monitor the case's progress and developments, to pursue any
potential claims against the firm, and to otherwise protect their
interests.  As local counsel, Filardi will:

   (a) represent the Debtors at any proceeding or hearing before
       the Connecticut Court;

   (b) prepare any pleadings, motions, answers, notices, orders,
       and reports required for the Debtors in the Tersigni
       bankruptcy case;

   (c) advise, consult with, and assist the Debtors in their
       investigation of the acts, conduct, assets, liabilities
       and financial condition of Tersigni, the operation of
       Tersigni's business, and the desirability of the
       continuance of its business; and

   (d) assist the Debtors in the negotiation of or opposition to
       or support of a plan or plans of reorganization in
       the Tersigni case.

The Debtors will pay $395 per hour for Charles J. Filardi, Jr.,
Esq., who will take the lead in representing the Debtors in the
Tersigni case, and $150 per hour for paralegal work.  Payment for
the services to be rendered by Filardi will be taken from either
the Wells Fargo Escrow Account or the London market insurers
escrow account.

Charles J. Filardi, Jr., principal at Filardi, assures the Court
that his firm does not represent any interest adverse to the
Debtors and their estate, and is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.

                           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' exclusive period to file a plan expires on
Feb. 11, 2008.  (ASARCO Bankruptcy News, Issue No. 63; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


BANC OF AMERICA: Fitch Cuts Ratings on 29 Certificate Classes
-------------------------------------------------------------
Fitch Ratings has taken various rating actions on these Banc of
America Alternative Loan Trust mortgage pass-through certificates:

Series ALT 2004-3 Groups 1 -3:
  -- Classes 1-A-1, 1-IO, 1-PO, 2-A-1, 2-IO, 2-PO, 3-A-1 to 3-
     A-4, 3-IO, 3-PO and 30-B-IO affirmed at 'AAA';

  -- Class 30-B1 affirmed at 'AA';
  -- Class 30-B2 affirmed at 'A';
  -- Class 30-B3 affirmed at 'BBB';
  -- Class 30-B4 downgraded to 'B+' from 'BB';
  -- Class 30-B5 downgraded to 'C/DR5' from 'B'.

Series ALT 2004-3 Group 4:
  -- Classes 4-A-1, 4-IO and 4-PO affirmed at 'AAA';
  -- Class 4-B1 affirmed at 'AA';
  -- Class 4-B2 affirmed at 'A';
  -- Class 4-B3 affirmed at 'BBB';
  -- Class 4-B4 affirmed at 'BB';
  -- Class 4-B5, rated 'B', placed on Rating Watch Negative.

Series ALT 2005-7 Groups 1 - 3:
  -- Classes CB-1 to CB-5, CB-R, 2-CB1, 3-CB1, CB-IO and CB-PO
     affirmed at 'AAA';

  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 downgraded to 'BBB-' from 'BBB';
  -- Class B4 downgraded to 'B+' from 'BB';
  -- Class B5 downgraded to 'C/DR4' from 'B'.

Series ALT 2005-11:
  -- Classes 1-CB-1 to 1-CB-8, 1-CB-R, 2-CB1, 3-CB1, CB-IO, CB-
     PO, 4-A-1 to 4-A-6, 4-IO and 4-PO affirmed at 'AAA';

  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 downgraded to 'BB+' from 'BBB';
  -- Class B4 downgraded to 'B' from 'BB';
  -- Class B5 downgraded to 'C/DR4' from 'B'.

Series ALT 2006-1:
  -- Classes 1-CB-1, 1-CB-R, 2-CB1, 3-CB1, 4-CB-1, CB-IO and
     CB-PO affirmed at 'AAA';

  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 downgraded to 'BBB- from 'BBB';
  -- Class B4 downgraded to 'B' from 'BB';
  -- Class B5 downgraded to 'C/DR4' from 'B'.

Series ALT 2006-4:
  -- Classes 1-A-1 to 1-A-6, 1-A-R, 1-IO, 1-PO, 15-IO, 15-PO,
     2-A-1, 3-CB1 to 3-CB-6, 4-CB-1, 5-CB-1, CB-IO and CB-PO
     affirmed at 'AAA';

  -- Class B1 affirmed at 'AA';
  -- Class B2 affirmed at 'A';
  -- Class B3 downgraded to 'BBB-' from 'BBB';
  -- Class B4 downgraded to 'B' from 'BB' and placed on Rating
     Watch Negative;

  -- Class B5 downgraded to 'C/DR5' from 'B'.

Series ALT 2006-5:
  -- Classes 2-A-1 to 2-A-9, 3-A-1, CB-1 to CB-18, CB-R, CB-IO,
     CB-PO, X-IO and X-PO affirmed at 'AAA';

  -- Class M affirmed at 'AA+';
  -- Class B1 downgraded to 'AA-' from 'AA';
  -- Class B2 downgraded to 'BBB+' from 'A';
  -- Class B3 downgraded to 'BB-' from 'BBB';
  -- Class B4 downgraded to 'C/DR4' from 'BB';
  -- Class B5 downgraded to 'C/DR5' from 'B'.

Series ALT 2006-8:
  -- Classes 1-A-1 to 1-A-5, 1-A-R, 2-A-1 to 2-A-3, 3-A-1, X-
     IO, XB-IO and X-PO affirmed at 'AAA';

  -- Class M affirmed at 'AA+';
  -- Class B1 downgraded to 'AA-' from 'AA';
  -- Class B2 downgraded to 'BBB+' from 'A';
  -- Class B3 downgraded to 'BB' from 'BBB';
  -- Class B4 downgraded to 'C/DR4' from 'BB';
  -- Class B5 downgraded to 'C/DR5' from 'B'.

Series ALT 2007-1:
  -- Classes 1-A-1, 2-A-1, 2-A-2, 3-A-1 to 3-A-35, 3-A-R, 3-IO,
     3-PO and 4-A-1 affirmed at 'AAA';

  -- Class M affirmed at 'AA+';
  -- Class B1 downgraded to 'AA-' from 'AA';
  -- Class B2 downgraded to 'BBB+' from 'A';
  -- Class B3 downgraded to 'BB' from 'BBB';
  -- Class B4 downgraded to 'C/DR4' from 'BB';
  -- Class B5 downgraded to 'C/DR5' from 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$2.47 billion in outstanding certificates as of the December 2007
distribution date.  The classes downgraded total approximately
$66.8 million and the classes placed on Rating Watch Negative
total approximately $1.9 million.  These rating actions reflect
the deterioration of CE relative to future expected losses.

The underlying collateral in these transactions consists of fixed-
rate mortgage loans secured by first liens on one- to four-family
residential properties.  Bank of America, N.A., currently rated
'RPS1' by Fitch for ALT-A transactions, is the servicer for these
loans.  These transactions are seasoned from a range of 9 months
(ALT 2007-1) to 45 months (ALT 2004-3).  The pool factors range
from 52% to 88%.  The 90+ delinquencies range from 0.07% (ALT
2004-3 Group 4) to 2.64% (ALT 2007-1) of current collateral
balances.  The cumulative losses range from 0% (ALT 2006-1 and ALT
2007-1) to 0.31% (ALT 2004-3 Groups 1 - 3) of original collateral
balances.


BANC OF AMERICA: Stable Performance Cues Fitch to Hold Ratings
--------------------------------------------------------------
Fitch Ratings affirms Banc of America Commercial Mortgage Inc.,
commercial mortgage pass-through certificates, series 2004-4 as:

  -- $22.6 million class A-2 at 'AAA';
  -- $240 million class A-3 at 'AAA';
  -- $225 million class A-4 at 'AAA';
  -- $107 million class A-5 at 'AAA';
  -- $272.2 million class A-6 at 'AAA';
  -- $150 million class A-1A at 'AAA';
  -- Interest-only class XC at 'AAA';
  -- Interest-only class XP at 'AAA';
  -- $35.6 million class B at 'AA';
  -- $11.3 million class C at 'AA-';
  -- $21.1 million class D at 'A';
  -- $9.7 million class E at 'A-';
  -- $16.2 million class F at 'BBB+';
  -- $11.3 million class G at 'BBB';
  -- $16.2 million class H at 'BBB-';
  -- $6.5 million class J at 'BB+';
  -- $6.5 million class K at 'BB';
  -- $6.5 million class at L 'BB-';
  -- $3.2 million class M at 'B+';
  -- $3.2 million class N at 'B';
  -- $4.9 class O at 'B-';
  -- $2.2 million class DM-A at 'A+';
  -- $4.6 million class DM-B at 'A';
  -- $3.7 million class DM-C at 'A-';
  -- $3.9 million class DM-D at 'BBB+';
  -- $4.2 million class DM-E at 'BBB';
  -- $3.8 million class DM-F at 'BBB-';
  -- $3.5 million class DM-G at 'BBB-'.

Fitch does not rate the $16.2 million P and $103 million BC
classes.  Class A-1 has paid in full.

The affirmations are the result of stable performance and minimal
collateral pay down since issuance.  As of the January 2008
distribution date, the pool's aggregate principal balance has
decreased 8% to $1.31 billion from $1.43 billion at issuance.
Nine loans, 8% of the pool, have defeased.  There are no
delinquent or specially serviced loans.

Fitch maintains investment grade shadow ratings on five loans in
the trust: The Bank of America Center (11.4%), Dallas Market
Center (4.8%), Northpointe Plaza (2.3%), Inland Southwest
Portfolio/Heritage Towne Crossing (1%) and Wrangler Company
(0.9%).

The Bank of America Center is secured by a three-building complex
with a total of 1.8 million square foot in San Francisco,
California.  Third quarter 2007 occupancy was 94%, compared to
93.7% at issuance.

The Dallas Market Center is secured by a 3.2 million sf
merchandise mart in Dallas, Texas.  Occupancy as of third quarter
2007 was 91% and at issuance was 94%.

Northpointe Plaza is secured by a 360,880 sf portion of the
461,118 sf foot retail power center in Spokane, Washington.
Occupancy was 96% as of third quarter 2007, compared to 98% at
issuance.

The Inland Southwest Portfolio/Heritage Towne Crossing is secured
by two single-tenant drug stores in Okalahoma and one shadow-
anchored retail center in Euless, Texas, with a total of 108,287
sf.  The retail center is 80% occupied as of third quarter 2007.

Wrangler Company is secured by a 316,800 sf industrial
distribution center in El Paso, Texas.  The property is 100%
leased for the term of the loan.


BARNHILLS BUFFET: Hires Hancock Law as Bankruptcy Counsel
---------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Tennessee gave Barnhill's Buffet Inc. permission to employ The
Hancock Law Firm as its bankruptcy counsel.

Hancock Law will:

   a) prepare pleadings and applications for filing and conducting
      examinations incidental to any related proceedings or to the
      administration of this case;

   b) advise the Debtor of its rights, duties, and obligations as
      Debtor operating under Chapter 11 of the Bankruptcy Code in
      this District;

   c) take any and all other necessary action incident to the
      proper preservation and administration of this Chapter 11
      case; and

   d) advise and assist the Debtor in the liquidation of its
      assets and the ultimate formation and confirmation of a plan
      pursuant to Chapter 11 of the Bankruptcy Code, the
      disclosure statement, and any and all matters related
      thereto.

Wm. Caldwell Hancock, Esq., who will be the primary attorney for
the debtor, will bill $350 per hour for this engagement, while
paralegals who are expected to perform services in this case as
well will charge at $125 per hour.

To the best of the Debtor's knowledge the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Hancock can be reached at:

      Wm. Caldwell Hancock, Esq.
      The Hancock Law Firm
      102 Woodmont Boulevard, Suite 200
      Nashville, Tennessee 37205
      Tel: (615) 345-0202
      Fax: (615) 296-0947

Madison, Tennessee-based Barnhill's Buffet Inc., aka Barnhill's
Buffet of Tennessee Inc., -- http://www.barnhills.com/-- operates
a chain of restaurants, a total of 29 stores located in six
states.  Its parent company is Dynamic Acquisition Group LLC.

It filed for chapter 11 bankruptcy on Dec. 3, 2007 (Bankr. M.D.
Tenn. Case No. 07-08948) after it continued to suffer operating
losses.  William Caldwell Hancock, Esq., at The Hancock Law Firm
represents the Debtor in its restructuring efforts.  Attorneys at
MGLAW PLLC represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for bankruptcy, it listed assets
and debts between $1 million and $50 million.

As reported in the Troubled Company Reporter on Jan. 2, 2008,
the Court authorized the Debtor to obtain secured postpetition
financing consisting of a revolving credit loan up to an aggregate
principal amount not to exceed $1,250,000 from Wells Fargo and to
use the cash collateral securing the Debtor's prepetition
obligations to the bank.


BARRICADE BOOKS: Plan-Filing Extension Hearing Set for February 6
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Feb. 6, 2008, to consider the request of
Barricade Books Inc. to extend its exclusive right to file a
reorganization plan until June 6, 2008, Bill Rochelle of Bloomberg
News reports.

As reported in the Troubled Company Reporter on Oct. 17, 2007,
Carole Stuart, president of Barricade Books Inc., disclosed
in a court filing that three pending lawsuits prompted the
company to file for chapter 11 protection.

Mr. Stuart pointed out that the filing was meant to avoid
"mounting costs and distraction of litigation" which have
taken their toll on the company's operations.

According to Mr. Stuart, 51% equity holder in Barricade, the
lawsuits are collateral consequences of the company's business
of publishing controversial books.

Headquartered in Fort Lee, New Jersey, Barricade Books Inc.
-- http://www.barricadebooks.com/-- is an independent publisher
of non-fiction books.  The company filed a chapter 11 petition
on October 10, 2007 (Bankr. S.D.N.Y. Case No. 07-13176).  Alan
D. Halperin, Esq. at Halperin Battaglia Raicht LLP serves as
the Debtor's counsel.  The Debtor's schedules listed total assets
of $389,352 and total debts of $1,607,484.


BEAR STEARNS: District Court Postpones Ruling on Chapter 15 Appeal
------------------------------------------------------------------
The Honorable Robert Sweet of the U.S. District Court for the
Southern District of New York postponed decision on the appeal of
the Joint Official Liquidators of Bear Stearns High-Grade
Structured Credit Strategies Master Fund, Ltd., and Bear Stearns
High-Grade Structured Credit Enhanced Leverage Master Fund, Ltd.,
relating to the order of the Honorable Burton R. Lifland of the
U.S. Bankruptcy Court for the Southern District of New York,
denying the Funds' Chapter 15 Petition.

Judge Sweet held a hearing on oral arguments of the Appeal on
Jan. 16, 2008.

After hearing arguments from the Funds' Liquidators and the
parties who filed amici curiae briefs, Judge Sweet said he would
issue his ruling "later" without giving a definite date, Bloomberg
News reports.

Abid Qureshi, Esq., at Akin Gump Strauss Hauer, LLP, in New York,
told Bloomberg after the hearing that he doesn't expect a
decision before July.

Simon Lovell Clayton Whicker and Kristen Beighton, the Funds'
Liquidators, argued before the District Court that Bankruptcy
Judge Lifland was wrong when he denied recognition of the Funds'
Cayman Islands liquidation as a "foreign main proceeding."  The
Liquidators want the District Court to overturn Judge Lifland's
decision so that the Funds' U.S.-based assets can be protected
while liquidation in the Cayman Islands proceeds.

Lawyers representing the investment funds further argued that to
deny the Funds Chapter 15 protection would be a blow to the
original intent of Chapter 15: to encourage comity, which is the
practice of respecting foreign courts, Bloomberg News related.

To recall, Judge Lifland ruled in August 2007 that evidence
presented by the Liquidators established that the United States,
and not the Cayman Islands, is the Funds' "center of main
interest."  He also ruled that the only adhesive connection the
Funds have with the Cayman Islands is the fact that they were
registered there.

"One of your main problems here is Burton Lifland," Judge Sweet
told the Liquidators during the January 16 hearing, according to
Bloomberg.  Bankruptcy Judge Lifland is one of the authors of
Chapter 15.

"He's a whiz," Judge Sweet added.

Aside from Judge Lifland, the Funds also met oppositions from Jay
Westbrook of the University of Texas School of Law, one of the
authors of Chapter 15, and two other lawyers who helped draft the
law.

"These so-called friends of the court appear to have their own
axe to grind with respect to hedge funds," the Funds' counsel,
Fred Hodara, Esq., at Akin Gump Strauss Hauer, LLP, in New York,
said, as related by Bloomberg.  He added that the "axe" is losses
in the subprime mortgage industry.  He said the friends of the
court argue that the nature of the funds' failure are a reason to
hold their liquidation in the US.

"It's a very xenophobic view," Mr. Hodara told Bloomberg.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: S&P Ratings Unaffected by Trust Deal's Amendments
---------------------------------------------------------------
Standard & Poor's Ratings Services reviewed an amendment dated
Jan. 22, 2008, amending the supplemental trust agreements and the
amended and restated master trust agreement for the Bear Stearns &
Co. Inc. Municipal Securities Trust Certificates program and S&P
has concluded that the amendment will not result in a reduction or
withdrawal of the current ratings Standard & Poor's has assigned
to outstanding series of floater and residual certificates.

The amendment changes Section 5.1(a) of the master trust agreement
to clarify that if a principal credit source is identified in a
supplemental trust agreement, then an act of bankruptcy of both
the bond issuer (or underlying obligor) and the principal credit
source would have to occur in order for a tender option
termination event to occur.  This change enables the program to
have trust credit and liquidity ratings that are dependent on, or
correlated to, (in certain circumstances) an underlying obligor
even in the case where a principal credit source for the
underlying bonds has been identified.


BIOENERGY OF AMERICA: Bankruptcy Cues Affiliate to Close 2 Plants
-----------------------------------------------------------------
Bioenergy of Colorado halted operations at its two facilities in
Denver over the bankruptcy of Bioenergy of America Inc., an
affiliate, Sarah Smith writes for Biodiesel Magazine.

Tom Davanzo, principal owner of Bioenergy plants, told Biodiesel
Magazine that he expects a partially finished facility in New
Jersey to be shelved and described the unfinished plant as "an
awful big project."

Mr. Davanzo stated he will not look for additional financing for
the New Jersey facility, Biodiesel Magazine reports.

Despite fear that Bioenergy of America's bankruptcy will also
bring the entire company down the drain, Mr. Davanzo told
Biodiesel Magazine that his staff remains hopeful.  However, Mr.
Davanzo could not ascertain to the Colorado facilities' fate,
which is in the hands of a U.S. banrkuptcy judge, Biodiesel
Magazine adds.

                   About Bioenergy of Colorado

Denver, Colorado-based Bioenergy of Colorado LLC --
http://www.bioenergycolorado.com/-- produces biodiesel.  It
purchases raw materials from premier American companies, such as
Cargill, Ashland, Bunge, Conoco, Exxon Mobil.  Its BioDiesel meets
ASTM 6751 standards and is sold on a satisfaction guaranteed
basis.  BioEnergy samples production lots from a variety of
locations during the process to insure our products meet the ASTM
guideline.

                   About Bioenergy of America

Edison, New Jersey-based Bioenergy of America Inc. --
http://www.bioenergyofamerica.com/-- specializes in producing
biofuel alternatives.  The Debtor filed for chapter 11 petition on
Jan. 3, 2008 (Bankr. D.N.J. Case No. 08-10087).  Richard E.
Weltman, Esq., at Weltman & Moskowitz LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy,
it listed assets between $1 million and $10 million and debts
between $10 million and $50 million.  The Debtor owes $7,600,000
and $2,301,581, respectively to unsecured creditors, Paragon
Biofuels LLC and M.P.A.


BOMBARDIER INC: Earns $91 Million in 3rd Quarter Ended Oct. 31
--------------------------------------------------------------
Bombardier Inc. reported net income of $91.0 million for the third
quarter of fiscal 2008, ended Oct. 31, 2007, compared with net
income of $74.0 million in the corresponding period in fiscal
2007.

Earnings before financing income, financing expense and income
taxes, from continuing operations, reached $201.0 million,
compared to $105.0 million for the same period in the previous
year.  This brings the EBIT margin to 4.8%, which compares
favorably to fiscal 2007's 3.1% for the same quarter.  Free cash
flow also surged by $677.0 million to reach $560.0 million.

Net financing expense amounted to $68.0 million for the third
quarter of fiscal year 2008, compared to $50.0 million for the
corresponding period of last year.

Consolidated revenues totalled $4.2 billion for the third quarter
ended Oct. 31, 2007, compared to $3.4 billion for the same period
last year.

Cash and cash equivalents increased by $1.0 billion compared to
Jan. 31, 2007, totalling $3.6 billion at the end of the third
quarter of fiscal 2008.

"Both business groups produced substantial increases in revenues
and made steady improvement in profitability," commented Laurent
Beaudoin, chairman of the Board and chief executive officer,
Bombardier Inc.  "They also generated high levels of free cash
flow for the quarter.  At Aerospace, orders for business aircraft
remained solid, and deliveries of both business and regional
aircraft continued to climb.

"At Transportation, order levels were similarly robust, bringing
our book-to-bill ratio to a healthy 1.7 for the quarter," added
Mr. Beaudoin.  "Indeed, the corporation's solid backlog, which now
tops more than $50.0 billion, testifies to the enduring demand for
our fully diversified product offering.  I am confident that
Bombardier will continue to build from this solid foundation to
execute its market leadership strategy."

                       Nine Month Results

For the nine-month period ended Oct. 31, 2007, consolidated
revenues reached $12.2 billion compared to $10.5 billion for the
same period last year.

For the nine-month period ended Oct. 31, 2007, EBIT from
continuing operations before special items amounted to
$597.0 million, or 4.9% of revenues, compared to $333.0 million,
or 3.2% of revenues, for the same period the previous year.

For the nine-month period ended October 31, 2007, net financing
expense reached $209.0 million, compared to $148.0 million for the
same period last year.

The special item for the nine-month period ended Oct. 31, 2007,
relates to the write-off of the carrying value of the investment
in Metronet in Transportation.

Net income was $99.0 million for the nine-month period ended
Oct. 31, 2007, compared to $156.0 million for the same period the
previous year.

                          Balance Sheet

At Oct. 31, 2007, the company's consolidated balance sheet showed
$20.57 billion in total assets, $17.50 billion in total
liabilities, and $3.07 billion in total stockholders' equity.

                      About Bombardier Inc.

Headquartered in Canada, Bombardier Inc. (TSE: BBD) --
http://www.bombardier.com/-- is a manufacturer of innovative
transportation solutions, from regional aircraft and business jets
to rail transportation equipment, systems and services.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Fitch Ratings upgraded Bombardier Inc.'s ratings, including the
company's Issuer Default Rating to 'BB' from 'BB-', and removed
the ratings from Rating Watch Positive following the company's
early redemption of approximately $1.0 billion of debt.  The
Rating Outlook is Positive.


BUFFETS HOLDINGS: Receives Interim Approval for New Financing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted on
Jan. 23, 2008, interim approval for Buffets Holdings, Inc., to
access up to $30 million of the $85 million of new funding
available under its $385 million debtor-in-possession credit
facility.

The DIP credit facility, which includes $300 million carried over
from the company's prepetition credit facility, will be used to
enhance the company's liquidity during the reorganization process.
A hearing for final approval of the entire DIP facility has been
scheduled for Feb. 13, 2008.

                  "First Day Motions" Approval

The company also obtained approval of its "First Day Motions,"
including its requests to:

   * Continue payment of salaries, wages and health and welfare
     benefits to employees as normal;

   * Pay vendors for postpetition goods and services provided on
     or after Jan. 22, 2008; and

   * Continue honoring customer programs and policies, including
     those pertaining to direct mail coupons and e-mail coupons,
     Senior Cards, Gift Cards and special promotions.

The orders issued by the Court will help the company continue to
operate its business during the reorganization process.

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors have selected Paul, Weiss, Rifkind,
Wharton & Garrison LLP to represent them.  Young Conaway Stargatt
& Taylor, LLP, are the Debtors' proposed legal advisor and
Houlihan Lokey Howard & Zukin Capital, Inc. and Kroll Zolfo Cooper
LLC, their proposed financial advisors.  The Debtors' balance
sheet as of Sept. 19, 2007, showed total assets of $963,538,000
and total liabilities of $1,156,262,000.

(Buffets Holdings Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


CALPINE CORP: Bid Procedures on Hillabee Project Sale Approved
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York approved the bidding procedures governing the auction
and sale of Calpine Corporation's Alexander City, Alabama power
plant known as the Hillabee Project.

The Written Offer must, among other things, be accompanied by a
$12,250,000 cash deposit, and must not ask for any transaction or
break-up fee.

To be deemed a "Qualifying Bidder," each potential bidder must
submit to the Debtors, the Official Committee of Unsecured
Creditors, the Official Committee of Equity Security Holders, and
the Unofficial Committee of Second Lien Debtholders, a written
offer so as to be received by not later than 12:00 p.m. on
January 31, 2008.

If more than one bid is timely received, the Debtors will conduct
an auction at 10:00 a.m., on February 5, 2008, at the offices of
Kirkland & Ellis, LLP, at Citigroup Center at 153 East 53rd
Street, New York.

If the Debtors choose a bidder other than CER Generation, LLC,
the Debtors will pay $3,062,500 as Break-Up Fee to CER.  The
Break-Up Fee will constitute an allowed administrative expense of
the Debtors.

For the bid to be considered qualified, the bidders must submit
initial overbids in an amount not less than $1,000,000 more than
the Purchase Price plus the Break-Up Fee.  Subsequent overbid
amounts at the Auction must be in increments of at least
$500,000.

If no other bid is timely received, a hearing to consider the
sale of the Hillabee Project to CER is scheduled on February 6.

Any counterparty to an Assigned Contract that wishes to obtain
adequate assurance information regarding other bidders that will
participate at the Auction must notify the Debtors on or before
January 29.  Any counterparty who does not properly object to the
proposed Cure Amounts will be forever barred from objecting to
the cure amounts.

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

The company and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard
M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq.,
Kirkland & Ellis LLP, represents the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Nov. 31, 2007, the Debtors disclosed
total assets of $18,212,000,000, total liabilities not subject to
compromise of $11,024,000,000, total liabilities subject to
compromise of $11,859,000,000 and stockholders' deficit of
$4,675,000,000.

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2 Probability of Default Rating to Calpine Corporation in
conjunction with the company's plan to exit bankruptcy in early
2008.  Moody's also assigned B2 to the company's $7.3 billion
senior secured term loan and revolving credit facility, the
majority of which will be used as the company's primary exit
financing to help satisfy approximately $8.2 billion of secured
and other claims to be settled in cash, as well as to pay other
related expenses.  The rating outlook for Calpine is stable.


CAPITAL GROWTH: Amended Employment Pacts Add $250,000 Base Salary
-----------------------------------------------------------------
Capital Growth Systems Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission that on Dec. 28,
2007, it amended the employment agreements of each of Patrick
Shutt (CEO), George King (President) and Robert Pollan (Chief
Operating Officer) and entered into an employment agreement
with Jim McDevitt (CFO, Senior Vice President - Finance,
Secretary and Treasurer).

The employment agreement amendments each call for base salary
effective Jan. 1, 2008 of $250,000, in addition to cash
bonuses as previously reported by the company.

The new employment agreement calls for a base salary of
$200,000 per year, with the employment term for a two-year
period commencing with Jan. 1, 2008.

All of the agreements allow for bonuses in 2008 and
thereafter of up to 100% of base compensation, to be based
on targets determined by the company's Board of Directors or
its Compensation Committee.

Each employee is provided the option to have future bonuses
awarded either in cash or in options to purchase Common Stock
of the company that would have an exercise price discounted to
its fair market value and be in an amount equal to the cash
bonus that would be waived.  Such options, if any, would be
exercisable in the calendar year following the year of grant
of the options, subject to acceleration in the event of a
change in control.  Future annual contingent bonuses will be
based upon performance metrics established by the company from
time to time.  In addition to the bonus provisions, each of
the employees had been previously awarded fixed options and
incentive based options as previously reported in the company's
Form 8-K filed on Dec. 14, 2007.

All of the agreements contain a covenant not to compete during
the term of employment and for one year thereafter in the areas
of the business of the company.  To enforce the covenant, the
company is required to tender the sums that would otherwise be
due to the employee (one year's base compensation and fringe
benefits as severance plus any other sums owing to the employee)
within 30 days following termination of employment.  If employment
is terminated for "cause," the amount to be paid to enforce the
covenant would be one-half of the amount that would otherwise be
payable if termination was other than for cause.

The employment agreement for Jim McDevitt is substantially similar
to the employment agreements, as amended, for each of Messrs.
Shutt, King and Pollan, provided that it does not call for any
bonuses with respect to 2007 and does not include any of the
performance-based or time-based options that were awarded on the
inception of employment to them.

Mr. McDevitt is entitled to participate in all other benefits or
programs of the company that are available generally to other
company executives.  It provides that Mr. McDevitt would be
entitled to one year's severance in the event of termination of
employment by him with "good reason" or by the company "without
cause."

In the event of a change in control, the agreement provides that
if termination of employment is within six months following such
a change in control and if Mr. McDevitt would otherwise have the
right to terminate his employment for good cause, then he would
be entitled to additional severance compensation.

                  2007 Long-Term Incentive Plan

On Dec. 31, 2007, the company adopted a long-term incentive plan
for providing stock options, stock awards and other equity based
compensation awards to its employees and other persons assisting
the company.  Up to 5,000,000 shares of Common Stock are issuable
under the Plan.  As of the date of adoption of the Plan, no
awards of Common Stock have been made under the Plan.  The Plan
is to be administered by the company's Compensation Committee or,
in its absence, the Board of Directors.  Awards can have a term
of up to ten years from the date of grant.

                       About Capital Growth

Headquartered in Chicago, Capital Growth Systems Inc. (OTC BB:
CGSY.OB) has three primary lines of revenue.  The first line of
revenue is from network and circuits business, which is broken
down between enterprise and wholesale circuits and strategic
networks.  The second line of revenue relates to the company's
services offerings, which includes both remote monitoring services
and professional services.  The third line of revenue is sales
generated from Magenta 20/20's global pricing and quotation
software.

                          *     *     *

Plante & Moran PLLC, in Elgin, Illinois, expressed substantial
doubt about Capital Growth Systems Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses, negative
cash flows from operations, and net working capital deficiency.

Capital Growth Systems Inc. reported a net loss of $12.4 million
on total revenues of $4.4 million in the third quarter ended
Sept. 30, 2007, compared with a net loss of $3.4 million on total
revenues of $89,260 in the same period last year.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$30.1 million in total assets, $23.5 million in total liabilities,
and $6.6 million in total shareholders' equity.


CLAYTON WILLIAMS: Provides Update on Business Operations
--------------------------------------------------------
Clayton Williams Energy Inc. said in a press statement that
it was continuing completion activities on the Big Bill Simpson
No. 1, a Bossier wildcat test in Leon County, Texas.  The company
has perforated and stimulated one group of target sands at a
vertical depth of 19,200 feet and is evaluating these sands which
appear to be marginally productive.  The company plans to conduct
similar completion operations on the remaining intervals.  To
date, the company has incurred approximately $12 million of
drilling and completion costs, net to its 70% working interest.

The company is also continuing completion activities on the
Margarita No. 1 in Robertson County, Texas in the upper Bossier
formation.  As previously announced, the targeted middle Bossier
formation was not present in this well.  To date, the company
has incurred $12.7 million in drilling costs, net of
$2.6 million of costs which were charged to expense in the
third quarter related to the lack of the middle Bossier formation.
The company owns 100% of the working interest in this well.

Clayton W. Williams, Jr., President stated, "We remain optimistic
about our Bossier acreage.  Currently we have 142,000 net acres
under lease in the East Texas Bossier play, of which
approximately 70,000 net acres are held by production.  We also
have 170,000 net acres under lease in the Louisiana Bossier play."

                         Exploration Pact

The company also said that it had entered into an exploration
agreement with an industry partner covering six of the company's
exploratory prospects in South Louisiana.  The terms of the
agreement obligate the industry partner to commence drilling up
to six wells.  The partner will bear 85% of all drilling costs
incurred to casing point and 50% of all subsequent costs to earn
a 50% working interest.

                        Texas Assets Sale

As reported in the Troubled Company Reporter on Nov. 13, 2007,
Clayton Williams closed the sale of all of its producing and
nonproducing acreage in Pecos County, Texas to an undisclosed
buyer for $21 million.

The company expected to record a gain of approximately
$13 million in the fourth quarter of 2007 in connection with the
sale.  Proceeds from the sale were used to repay indebtedness on
the company's revolving credit facility.

               About Clayton Williams Energy Inc.

Headquartered in Midland, Texas, Clayton Williams Energy Inc.
(NasdaqGM: CWEI) -- http://www.claytonwilliams.com/-- is an
independent energy company.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Moody's Investors Service changed the rating outlook of Clayton
Williams Energy Inc. to negative from stable.  CWEI currently has
a B2 Corporate Family Rating and a B3 rating on its 7.75% Senior
Notes due 2013.  The change in outlook primarily reflects Moody's
concerns about CWEI's high leverage and limited prospects for
near-term debt reduction but also concerns about the riskiness of
its exploration and development program given its relatively small
size and leveraged balance sheet.  Moody's also changed CWEI's
liquidity rating to SGL-3 from SGL-2.


COMPUSA INC: To Close a Hundred Stores Nationwide by March
----------------------------------------------------------
CompUSA Inc. will shut down more than a hundred stores located all
across the country in hopes to focus on online selling, Augusta
Chronicle reports.  The Chronicle adds, citing an Augusta store
manager, that the date of the closures could not be determined yet
however CompUSA's Dallas store is to be closed by March.

Meanwhile, a U.S. Worker Adjustment and Retraining Notification
Act notice filed with the Arizona Department of Economic Security
states that the company's store in Tucson will close by the end of
March affecting some 50 workers, The Arizona Daily Star says.

                    Sale of Assets to Systemax

As reported in the Troubled Company Reporter on Jan. 8, 2008,
CompUSA entered into a definitive agreement with Systemax Inc.,
pursuant to which Systemax will acquire CompUSA's selected assets
and retail stores.

Completion of the transaction is subject to customary closing
conditions and is expected to close at several dates throughout
the first quarter of 2008.

Under the agreement, Systemax will purchase the CompUSA brand,
trademarks and e-commerce business, and many as 16 CompUSA retail
outlets.  As the select CompUSA retail stores are acquired, the
stores will be integrated into TigerDirect's existing retail
operating environment.  The direct costs of the acquisition will
depend on the specific retail store locations that are taken over
and are expected to approximate $30 million.  The indirect costs
of the acquisition will be incremental to the direct costs.

                      About Systemax Inc.

Systemax Inc. (NYSE:SYX) - http://www.systemax.com/-- sells
personal computers, computer supplies, consumer electronics and
industrial products through a system of branded e-commerce web
sites, direct mail catalogs, relationship marketers and retail
stores in North America and Europe.  It also manufacturers and
sells personal computers under the Systemax and Ultra brands and
develops and markets ProfitCenter Software, a web-based, on-demand
application for multi-channel direct marketing companies.

TigerDirect - www.tigerdirect.com/ --  is a subsidiary of
Systemax.  The company serves the needs of personal and business
computer users, selling consumer electronics, computers, digital
media technology and peripherals via retail stores, catalog and
Internet channels.

                       About CompUSA Inc.

Headquartered in Dallas, Texas, CompUSA Inc. is a retailer and
reseller of personal computers and related products and services,
principally through its Computer Superstores located throughout
the United States. Although retail sales through its Computer
Superstores are the largest component of the company's business,
its stores also fulfill the principal marketing, product, and
service functions of the company's other businesses, including
direct sales to corporate, government, and education customers and
training and technical services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 11, 2007,
CompUSA was acquired by Gordon Brothers Group LLC and Gordon
Brothers will initiate an orderly wind-down of CompUSA's retail
store operations.

The restructuring firm was engaged in discussions with various
parties regarding the sale of certain assets.  CompUSA's 103
retail stores were opened and staffed during the 2008 holiday
season, and offered consumers bargains on computer and
electronic products as part of store closing sales.


CONSECO FINANCE: S&P's Cuts Rating on Class B2 Certificates to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B2 certificates for home equity loans issued by Conseco Finance
Home Equity Loan Trust 2002-B to 'B' from 'BB'.  Concurrently, S&P
affirmed its ratings on the remaining five classes from this
transaction.

The downgrade reflects a reduction in credit enhancement as a
result of monthly realized losses.  As of the December 2007
remittance date, cumulative realized losses, as a percentage of
the original pool balance, were 5.66%.  Monthly average losses
over the past six months were $158,333, and they outpaced excess
interest by approximately 1.72x.  Overcollateralization was 20
basis points below target.

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

Subordination, overcollateralization, and excess spread provide
credit support for this series.  The collateral for this
transaction originally consisted primarily of fixed-rate,
conventional, fully amortizing, closed-end home equity loans
secured by first, second, or more junior mortgages on one-
to four-family residential properties.

                         Rating Lowered

        Conseco Finance Home Equity Loan Trust 2002-B
               Certificates for home equity loans

                                   Rating
                                   ------
                   Class         To    From
                   -----         --    ----
                   B2            B     BB

                         Ratings Affirmed

        Conseco Finance Home Equity Loan Trust 2002-B
               Certificates for home equity loans

                    Class                Rating
                    -----                ------
                    A3, AIO              AAA
                    M1                   AA
                    M2                   A
                    B1                   BBB


COUNTRYWIDE ALTERNATIVE: Fitch Holds 'BB' Rating on Cl. M-10 Loans
------------------------------------------------------------------
Fitch Ratings has affirmed these classes of mortgage pass-through
certificates from Countrywide Alternative Loan Trust, series 2007-
OA4:

CWALT 2007-OA4
  -- Class A at 'AAA';
  -- Class M-1 at 'AA+';
  -- Class M-2 at 'AA';
  -- Class M-3 at 'AA-';
  -- Class M-4 at 'A+';
  -- Class M-5 at 'A';
  -- Class M-6 at 'A-';
  -- Class M-7 at 'A-';
  -- Class M-8 at 'BBB+';
  -- Class M-9 at 'BBB';
  -- Class M-10 at 'BB'.

The affirmations, affecting approximately $641.2 million of
outstanding certificates, reflect a satisfactory relationship
between credit enhancement and future loss expectations.

The collateral of the above transaction primarily consists of 30-
and 40-year negative amortization mortgage loans extended to Alt-A
borrowers and are secured by first liens, primarily on one- to
four-family residential properties.  As of the December 2007
distribution date, the above transaction is seasoned nine months
and the pool factor is approximately 89%.  Countrywide Home Loans
Servicing, Inc. (rated 'RMS2+', Rating Watch Evolving by Fitch) is
the master servicer for this transaction.


COUNTRYWIDE HOME: S&P Cuts Rating on Class B-1 Certs. to 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-2 and B-1 asset-backed certificates from Countrywide Home
Loan Trust 2003-SD2 and removed the rating on class B-1 from
CreditWatch with negative implications.  Concurrently, S&P
affirmed its ratings on the three remaining classes from the
transaction.

The lowered ratings reflect adverse collateral performance that
has caused monthly losses to exceed monthly excess interest.  As
of the January 2008 remittance period, cumulative losses, as a
percentage of the original pool balance, were 2.63%.  The three-
month average for monthly losses was $116,778, while monthly
excess interest was $37,911.  Overcollateralization (O/C) was
0.52% of the original pool balance, which is below its target of
0.66%.

The delinquency pipeline for this deal 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) were 10.59% of the current pool
balance as of the January 2008 remittance.  This deal is seasoned
55 months.

S&P affirmed its ratings on the remaining classes based on loss
coveragepercentages that are sufficient to maintain the current
ratings despite the negative trends in the underlying collateral
of this deal.

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

                         Rating Lowered

              Countrywide Home Loan Trust 2003-SD2
                   Asset-backed certificates

                                Rating
                                ------

                   Class   To           From
                   -----   --           ----
                   M-2     BBB          A

      Rating Lowered and Removed From CreditWatch Negative

              Countrywide Home Loan Trust 2003-SD2
                   Asset-backed certificates

                                Rating
                                ------

                   Class   To           From
                   -----   --           ----
                   B-1     B            BBB/Watch Neg

                         Ratings Affirmed

              Countrywide Home Loan Trust 2003-SD2
                   Asset-backed certificates

                  Class                Rating
                  -----                ------
                  A-1                  AAA
                  A-2                  AAA
                  M-1                  AA


CYBERHOME ENT: Extends Brand Package Bid Deadline to February 25
----------------------------------------------------------------
Responding to bidders' requests, John T. Kendall, Chapter 7
trustee of CyberHome Entertainment Inc., has agreed to revise the
deadline for submitting offers for the CyberHome brand package to
Feb. 25, 2008.

As reported in the Troubled Company Reporter on Jan. 16, 2008,
the Chapter 7 Trustee had set 5:00 p.m., Pacific Standard Time on
Jan. 24, 2008, as the deadline for parties to submit offers for
the CyberHome brand package.  With Court approval, the Trustee
retained Cerian Technology Ventures LLC, an intellectual property
advisory firm, to assist in the sale of the brand.

Once the largest consumer electronics brand in its category by
volume sales, CyberHome was named "best seller" by Amazon.com and
other retailers.  Over a hundred million LCD televisions, personal
media players, home theater systems and DVD players were sold
annually under the CyberHome brand.  The brand is well known for
dependable and affordable consumer electronics devices in the US,
Canada, Europe, South America, Asia and the Middle East.
Additionally, the CyberHome brand enjoys strong protection under
trademarks filed in fifty seven countries, and is accompanied by
the venerable cyberhome.com domain name.

Following a royalty dispute, CyberHome Entertainment Inc. was
forced to file for bankruptcy.  The "CyberHome" brand, the
company's most prized asset, is available for acquisition.

"We are excited about the CyberHome brand, as it will allow its
new owner immediate recognition among many millions of consumers
around the globe.  CyberHome Entertainment took its brand equity
very seriously and has invested heavily in advertising and
promoting the CyberHome brand, as well as in protecting it.  The
result is a brand that is well recognized for dependable and
affordable consumer electronics in many countries worldwide,
including the United States, Canada, Mexico, Germany, the United
Kingdom, France, Italy, Austria, Belgium, Switzerland, Poland, the
Czech Republic, Romania, Lithuania, Brazil, Argentina, Australia,
Japan and India.  This is an excellent opportunity for a company
to own a brand that allows for immediate recognition and access to
consumers," said Brian Sagi, Chief Executive Officer of Cerian
Technology Venture, LLC, the intellectual property advisory firm
which is assisting the trustee with the sale of the brand.

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


DELPHI CORP: Judge Drain Wants Executive Bonuses Reduced
--------------------------------------------------------
As widely reported, the Honorable Robert Drain of the U.S.
Bankruptcy Court for the Southern District of New York said he
will approve Delphi Corp. and its debtor-affiliates' First Amended
Joint Plan of Reorganization on the condition that the total
payout of cash bonuses to top executives is reduced.

"I am prepared to enter the confirmation order, provided the
management compensation plan is changed," Judge Drain said at the
confirmation hearings, which began Jan. 17, 2008.

Reuters reports the Court wants the emergence bonus for Delphi's
officers reduced to $16.5 million from the $87.9 million that
Delphi had proposed to award to 500 managers upon emergence.  But
the United Auto Workers and the International Union of Electronic
Workers-Communications Workers of America objected to payments,
citing among other things, that while unionized Delphi employees
suffered pay-cuts, the managers, who are already adequately
compensated, are given generous bonuses.

The management compensation plan seeks to grant an $8.3 million
"performance payment" to Executive Chairman Robert Miller; and a
$5.3 million cash emergence payment to Chief Executive Officer
Rodney O'Neal.

Delphi aims to emerge from Chapter 11 by the end of first quarter
of 2008.  Delphi, however, has yet to secure the $6.1 billion
exit financing to pay claims and fund its post-bankruptcy
operations.  According to The Associated Press, a Delphi
executive said that the company expects to obtain a commitment
for $4.5 billion of the financing by Jan. 23, 2008, but
there has been no indication whether the company is close to
securing the loans.

Delphi told the Court that the First Amended Plan satisfies the
conditions for confirmation under Section 1129 of the Bankruptcy
Code.  It noted that the Plan has been approved by 81% of 4,000
creditors entitled to vote on the Plan.

According to Bloomberg News, Delphi resolved or had overruled
objections to earlier changes to the Plan, including those
triggered by a $2.55 billion investment in Delphi by a group of
investors led by Appaloosa Management LP.  Delphi, Bloomberg News
reports, said that Davidson Kempner Capital Management LLC,
Whitebox Advisors LLC and other bondholders have agreed to
withdraw their objections, in exchange for, among other things,
payment of the group's legal fees up to $5 million.

                      About Delphi Corp.

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

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

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

(Delphi Bankruptcy News, Issue No. 108; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA FUNDING: S&P Junks Rating on Class M-2 Certs. From 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-1 asset-backed certificates from Delta Funding Home Equity
Loan Trust's series 1999-3 and on the class M-2 certificates from
series 2000-3.  At the same time, S&P affirmed its ratings on the
remaining classes from various Delta Funding Home Equity Loan
Trust transactions, including series 1999-3 and 2000-3.

The lowered ratings reflect:

  -- Monthly net losses that have consistently exceeded monthly
     excess interest cash flow;

  -- The complete depletion of overcollateralization (O/C) for
     series 1999-3 and 2000-3; and

  -- Severe delinquencies (90-plus days, foreclosures, and
     REOs) for series 1999-3 and 2000-3 transactions totaling
     $13.517 million and $2.071 million, respectively, as of
     the December 2007 remittance period.

The affirmations reflect the stable collateral performance as of
the December 2007 remittance period.  Current and projected credit
support percentages are sufficient to support the ratings at their
current levels.

Subordination, excess interest, and O/C provide credit support for
the transactions.  Generally, the senior certificates receive
additional credit support from a 'AAA' rated bond insurance
provider.

The collateral for these transactions consists of either fixed- or
adjustable-rate home equity first- and second-lien loans secured
by one- to four-family residential properties.

                         Ratings Lowered

             Delta Funding Home Equity Loan Trust

                                           Rating
                                           ------

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

          1999-3          M-1          AA         AA+
          2000-3          M-2          CCC        B

                         Ratings Affirmed

              Delta Funding Home Equity Loan Trust

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

          1999-3        A-1F, A-2F, A-1A         AAA
          1999-3        M-2                      B
          2000-1        M-2                      A
          2000-2        M-1                      AAA
          2000-2        M-2                      BB
          2000-3        M-1                      AAA
          2000-4        M-1                      AA


ENERGY FUTURE: Names John Young as Chief Executive Officer
----------------------------------------------------------
John F. Young will be the first CEO of Energy Future Holdings.
EFH was formerly known as TXU Corp. before its acquisition by
Kohlberg Kravis Roberts & Co., Texas Pacific Group, Goldman Sachs
and other investors last October.

"I am looking forward to leading this new company into the
new year," said Mr. Young.  "Since becoming a private company
last October, EFH has begun an exciting transformation, and I
am looking forward to being a part of that change."

"There is no question that John is the right person to lead
EFH into the future,"said Donald L. Evans, Non-Executive Chairman
of the EFH Board.  "The breadth and depth of his experience,
especially on the operations side of the business, uniquely
qualifies him to lead the holding company and work with the
CEOs of the competitive business subsidiaries."

Mr. Young, 51, leaves Exelon, where he most recently served as
Executive Vice President of Finance and Markets.  In addition,
his leadership responsibilities at Exelon had included the role
of President of Exelon Generation, managing the companies'
Nuclear, Fossil and Hydro operations.  In both of his recent
leadership roles Mr. Young had responsibilities for Exelon's Power
Team, overseeing power trading and the marketing operation.  The
Power Team was responsible for portfolio optimization, fuels
management, wholesale marketing, and Exelon Energy, the
corporation's unregulated retail energy marketing entity in the
Midwest.

Prior to joining Exelon, Mr. Young was senior vice president of
Sierra Pacific Resources Corporation,an investor-owned utility
that provides electricity to nearly one million customers in
Nevada and the Lake Tahoe region of California.  From 1983
until 2000, Mr. Young worked at Southern Company, eventually
leaving as executive vice president of Southern Generation.
Mr. Young joined Southern after serving five years in the Navy.

Mr. Young and his family are relocating to Dallas, and he will
begin work at EFH on Tuesday, Jan. 29, 2008.

                     About Energy Future Holdings

Headquartered in Dallas, Texas, Energy Future Holdings Corp. fka
TXU Corp. (NYSE: TXU) -- http://www.txucorp.com/-- is an energy
holding company, with a portfolio of energy subsidiaries,
primarily in Texas, including TXU Energy, Luminant and Oncor.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Fitch Ratings has published a credit analysis on Energy Future
Holdings Corp., formerly TXU Corp.  Fitch downgraded the long-term
Issuer Default Rating of TXU Corp. to 'B' from 'BB+' and took
various rating actions on its subsidiaries on Oct. 7, 2007.  The
Rating Outlook of EFH and its indirect subsidiaries is Stable.


FEDERAL GYPSUM: 90% of Creditors Vote for Restructuring Plan
------------------------------------------------------------
The restructuring plan of Federal Gypsum Company garnered at least
90% of creditors' "yes" votes at Tuesday's meeting, The Cape
Breton Post reports.

Michael Simpson expressed happiness with the results and said they
"passed with flying [colors]," Cape Breton Post says.

As reported in the Troubled Company Reporter on Jan. 9, 2008,
Federal Gypsum's protection under the Companies Creditors
Arrangement Act (Canada) will end by Jan. 29, 2008, if the plan
gets at least half of the votes from creditors that represent two-
thirds of the Debtor's total debt.

                        Restructuring Plan

The Debtor's restructuring plan contemplates on a 25% recovery for
unsecured creditors.

The plan also intends to pay about $9.6 million or 60% repayment
to the government, from which the Debtor received funding.
However, the plan also proposes that if the Debtor repays $4.8
million, its restated debt to creditors will be forgiven -- a
dollar of restated debt forgiven for every dollar repaid.

                       About Federal Gypsum

Federal Gypsum Company -- http://www.federalgypsum.com/--
manufactures PlasterRock(R) brand gypsum wallboard from its state-
of-the-art production facility in Point Tupper, Nova Scotia, the
only gypsum wallboard plant in the location.  The plant uses
exclusively Nova Scotia gypsum and Nova Scotia natural gas.
PlasterRock(R) is produced with 100% recycled paper.  In June
2006, Federal Gypsum started manufacturing at U.S. Gypsum's former
plant.  Federal Gypsum has a manufacturing capacity of about 275
million square feet, and uses local Nova Scotia gypsum and 100%
recycled paper.  As of October 2007, the company operates at 20%
capacity and has about 30 workers.

The Debtor was granted bankruptcy protection under the Companies'
Creditors Arrangement Act by the Nova Scotia Supreme Court Justice
in September 2007.  The Debtor's bankruptcy was primarily due to
the decline in gypsum market related to the housing slump in the
U.S.  It has been looking for parties willing to lend it money in
order to continue operations until January 2008.

The Court appointed BDO Dunwoody Goodman Rosen Inc. as monitor in
the Federal Gypsum's cases.  The company has about $32 million in
liabilities owed to 90 creditors.  Nova Scotia Business Inc. has
the largest claim of $5.5 million while The Economic Development
is owed $2.5 million.


FINANCE AMERICA: Poor Performance Cues S&P's Three Rating Cuts
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage pass-through certificates from Finance America
Mortgage Loan Trust 2004-1.  Concurrently, S&P affirmed its
ratings on seven other classes from the same series.

The downgrades reflect poor collateral performance that has eroded
available credit support during recent months.  As of the December
2007 remittance period, cumulative losses were $18.504 million, or
2.05% of the original principal balance.  Serious delinquencies
(90-plus days, foreclosures, and REOs) were $14.07 million of the
current pool balance.  Losses have consistently outpaced excess
interest for nine out of the 12 most recent months.

The affirmations reflect stable collateral performance as of the
December 2007 remittance period.  Current and projected credit
support percentages for the classes with affirmed ratings are
sufficient to support the ratings at their current levels.

Subordination, excess interest, and overcollateralization provide
credit support for the transaction.  In addition, a small
percentage of the first-lien loans are supported by a primary
mortgage insurance policy.  At issuance, the collateral backing
these deals consisted of subprime fixed- and
adjustable-rate fully amortizing first-lien and second-lien
mortgage loans secured by residential properties.

                         Ratings Lowered

           Finance America Mortgage Loan Trust 2004-1
               Mortgage pass-through certificates

                                   Rating
                                   ------

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

                  M6           BBB        A
                  M7           B-         A-
                  M8           CCC        B

                        Ratings Affirmed

           Finance America Mortgage Loan Trust 2004-1
               Mortgage pass-through certificates

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

                   A-SIO, M1              AAA
                   M2                     AA+
                   M3                     AA
                   M4                     AA-
                   M5                     A+
                   B1                     CCC


FIRST AMERICAN: Selling 78 Memphis Homes to Stave Off Bankruptcy
----------------------------------------------------------------
First American Development Group of Sarasota, Florida said Tuesday
that it plans to immediately liquidate its Memphis, Tennessee
residential real estate holdings in an aggressive reaction to the
nationwide sub-prime Mortgage crisis.

President Rod Khleif said he has dramatically reduced the sale
price in a portfolio of 78 homes to only 59% of the appraised
value as a desperate measure to begin restructuring and prevent
bankruptcy.  The portfolio was set to be made public yesterday,
Jan. 23, 2008.

Cooling real estate climates did not prepare Mr. Khleif for what
he is describing as the worst real estate crisis in his 28 year
history as an investor.

In spite of fluctuations in the marketplace, Mr. Khleif stated he
has managed to maintain an inventory of over 600 homes
consistently for a period over 20 years.  But now he will have to
consolidate in order to maintain solvency for his company's other
holdings.

"I'm practically giving the homes away," says Mr. Khleif.  "But if
it means that I can keep my company afloat until the market
bottoms out, then I'm prepared to make the sacrifice."

"These homes have produced tremendous revenues at a 90% occupancy
rate," Mr. Khleif continues, "and selling them at 59 cents on the
dollar is a decision I may regret down the road.  But it's a
matter of taking responsibility for today, instead of banking on
tomorrow."

Mr. Khleif disclosed he is making his offering available through
his representatives at First American Development Group beginning
this Friday, Jan. 25, 2008.  The portfolio is offering 78 homes at
a value of $2,950,000; or 59% of true value based on MAI
appraisals.

                 About First American Development

Sarasota, Florida-headquartered First American Development Group
owns over 1,500 homes throughout the Gold Coast in Florida;
Memphis Tennessee; and Denver Colorado; supervising in the
selection, acquisition, renovation, leasing and management of
every home.


FIRST HORIZON: Fitch Junks Ratings on 12 Certificate Classes
------------------------------------------------------------
Fitch Ratings has taken various rating actions on these eight
First Horizon mortgage pass-through certificates transactions:

Series 2002-7
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AAA';
  -- Class B-3 affirmed at 'AAA';
  -- Class B-4 affirmed at 'AA+';
  -- Class B-5 affirmed at 'A-';

Series 2003-1
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AA+';
  -- Class B-3 affirmed at 'AA';
  -- Class B-4 affirmed at 'BBB';
  -- Class B-5 affirmed at 'BB';

Series 2005-AA9
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 rated 'A', placed on Rating Watch Negative
  -- Class B-3 downgraded to 'BB' from 'BBB';
  -- Class B-4 downgraded to 'CC/DR3' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B' and is removed
     from Rating Watch Negative;

Series 2006-AA5
  -- Class A-1, A-2, A-R affirmed at 'AAA';
  -- Class B-1 downgraded to 'AA-' from 'AA ';
  -- Class B-2 downgraded to 'BBB' from 'A';
  -- Class B-3 downgraded to 'B' from 'BBB' and is placed on
     Rating Watch Negative;
  -- Class B-4 downgraded to 'C/DR5' from 'BB';
  -- Class B-5 downgraded to 'C/DR6' from 'B' and is removed
     from Rating Watch Negative;

Series 2007-AA1
  -- 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 'B' from 'BBB' and is placed on
     Rating Watch Negative;
  -- Class B-4 downgraded to 'C/DR5' from 'BB';
  -- Class B-5 downgraded to 'C/DR6' from 'B';

Series 2007-AA2
  -- 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 'B' from 'BBB' and is placed on
     Rating Watch Negative;
  -- Class B-4 downgraded to 'C/DR5' from 'BB';
  -- Class B-5 downgraded to 'C/DR6' from 'B';

Series 2007-FA1
  -- 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 2007-FA3
  -- 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';

The affirmations, affecting approximately $1.56 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $74.9 million of the outstanding certificates, and
the classes placed on Rating Watch Negative affecting $12.5
million, are taken as a result of a deteriorating relationship
between credit enhancement and expected loss.

The collateral of the above transactions with only numbers in the
series names generally consists of fixed-rate, first-lien, fully
amortizing mortgage loans extended to prime borrowers and secured
by first-liens on one- to four family residential properties.  The
collateral of the above transactions with 'AA' in the series name
generally consists of adjustable-rate, first-lien, fully-
amortizing and Interest Only mortgage loans extended to Alt-A
borrowers and secured by first-liens on one- to four-family
residential properties.  The collateral of the above transactions
with 'FA' in the series name generally consists of fixed-rate,
first-lien, fully-amortizing and Interest Only mortgage loans
extended to Alt-A borrowers and secured by first-liens on one- to
four-family residential properties.  All loans were originated or
purchased by and are serviced by First Horizon Home Loan Corp.,
which is rated 'RPS2' by Fitch.

As of the December 2007 remittance date, the pool factors of the
above transactions range from 0.06% (series 2002-7) to 91% (series
2007-FA3).  The 90+ DQ ranges from 0.50% (series 2002-7) to 7.34%
(series 2006-AA5) of the current collateral balance.  In addition,
the seasoning ranges from 6 months (series 2007-AA2) to 62 months
(series 2002-7).


FIELDSTONE MORTGAGE: S&P Junks Ratings on Two Certs. From 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage-backed certificates from Fieldstone Mortgage
Investment Trust's series 2004-3 and 2004-5.  At the same time,
S&P removed two of the lowered ratings from CreditWatch and
affirmed its ratings on the remaining eight classes from these
transactions.

The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses.  As of the December 2007
remittance date, cumulative realized losses, as a percentage of
the original pool balances, were 3.14% for series 2004-3 and 2.21
for series 2004-5.  Severe delinquencies (90-plus days,
foreclosures, and REOs), as a percentage of the current pool
balances, were 28.41% and 31.79% for series 2004-3 and 2004-5,
respectively.  Losses for series 2004-3 and 2004-5 have outpaced
excess interest over the past six months by an average of 3.14x
and 2.21x, respectively.  Overcollateralization (O/C) for series
2004-3 is 21 basis points below its target and O/C for series
2004-5 is 13 bps below its target.  S&P removed its ratings on two
classes from CreditWatch negative because S&P downgraded them to
'CCC'.

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

Subordination, O/C, and excess spread provide credit support for
these transactions.  The collateral for these transactions
originally consisted primarily of adjustable-rate mortgage loans
secured by first liens on real properties including single-family
residences, two- to four-family dwelling
units, condominiums, planned unit developments, and manufactured
housing.

                        Ratings Lowered

             Fieldstone Mortgage Investment Trust

                                         Rating
                                         ------

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

          2004-3             M7      BB        BBB+
          2004-3             M8      B-        BBB
          2004-5             M6      BB        BBB

     Ratings Lowered and Removed From CreditWatch Negative

             Fieldstone Mortgage Investment Trust

                                        Rating
                                        ------

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

          2004-3             M9      CCC       BB/Watch Neg
          2004-5             M7      CCC       BB/Watch Neg

                         Ratings Affirmed

              Fieldstone Mortgage Investment Trust

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

          2004-3            M3                   AA
          2004-3            M4                   A+
          2004-3            M5                   A
          2004-3            M6                   A-
          2004-5            M1                   AA+
          2004-5            M2                   A+
          2004-5            M3                   A
          2004-5            M4                   A-
          2004-5            M5                   BBB+


FORD CREDIT: S&P Attaches 'BB+' Rating on $62.036 Mil. Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Ford
Credit Auto Owner Trust 2008-1's $3.164 billion asset-backed notes
series 2008-1.

The ratings reflect:

  -- The characteristics of the pool being securitized;

  -- Credit enhancement in the form of subordination, cash, and
     excess spread which is augmented through yield supplement
     overcollateralization;

  -- Ford Motor Credit Co.'s extensive securitization
     performance history;

  -- Timely interest and principal payments made under stressed
     cash flow modeling scenarios appropriate to the rating
     category; and

  -- The sound legal structure.

                         Ratings Assigned
               Ford Credit Auto Owner Trust 2008-1

      Class                 Rating        Amount (million)
      -----                 ------        ----------------

      A-1                   AAA             $1,500.000
      A-2                   AAA             $1,446.731
      B                     AA+                $46.527
      C                     BBB+              $108.564
      D                     BB+                $62.036


GENERAL MOTORS: Sells More Than 9 Million Vehicles Globally
-----------------------------------------------------------
General Motors Corp. sold 9,369,524 cars and trucks around the
world in 2007, an increase of 3%, according to preliminary sales
figures released.  In the fourth quarter, GM sold 2,305,752
vehicles, an increase of 4.8% compared with a year ago.

"We set a record in China with more than a million vehicles sold.
We nearly doubled our sales in Russia to an all-time record of
more than 258,000 vehicles delivered.  And we set a record in
Brazil with nearly a half-million vehicles sold," John
Middlebrook, GM vice president, Global Sales, Service and
Marketing Operations said.  "This is the kind of emerging market
growth that fuels our global performance.  Customers are
responding to our fuel-efficient and dynamically-designed product
lineup around the world."

The 2007 tally was the second best global sales total in the
company's 100-year history and marked the third consecutive and
fourth time (2007, 2006, 2005 and 1978) GM sold more than
9 million vehicles in a calendar year.

GM's global position -- especially the emerging markets -- built
sales momentum.

Global sales of GM's top-selling brand, Chevrolet, grew more
than 4% to 4.49 million vehicles compared with 2006 sales of
4.30 million.  Chevrolet grew in all three regions outside North
America, with the strongest performance in Europe with a nearly
34% increase compared with 2006.  The Latin America, Africa and
Middle East region saw strong Chevrolet growth with an additional
23% (208,000 vehicles) delivered over the 2006 level.  Chevrolet
also performed well in the Asia Pacific region, which was up 22%.
The Aveo helped Chevrolet field a strong competitor in the very
competitive global car market.

GM also retains its strong truck portfolio, evidenced by
3.80 million truck sales around the world, an increase of more
than 33,000 vehicles (1%) compared with 2006.  Chevrolet sold more
than 1.96 million trucks globally last year.  GMC global sales
grew nearly 6% in 2007, with 613,000 vehicles delivered, compared
with 579,000 in 2006.  Wuling sales in the Asia Pacific region
also fueled significant truck, mini-truck, and mini-van
performance with 516,000 vehicles sold, a 24% increase over 2006.
GM increased full-size pickup truck market share in the U.S. in
2007 by 0.2 ppts to 40.2%.

Cadillac saw global growth with sales increases outside of North
America last year, thanks to a 45% increase in the Europe, a 42%
climb in the Latin America, Africa and Middle East region, and an
impressive 106% hike in the Asia Pacific region.

Saab saw annual sales increases of 13% in the Latin America,
Africa and Middle East region, and 5% in Asia Pacific.  In Europe,
Saab maintained its market share position (0.4%), and with the
extension of BioPower to its 9-3 model range, continues to be the
leading brand for E-85 vehicles in Europe.

Global sales highlights include:

   * GM sold 9.37 million vehicles in 2007, an increase of 3%.  In
     the quarter, sales of 2.31 million vehicles were up 4.8%.  At
     5.50 million vehicles, 2007 sales outside of the United
     States accounted for about 59% of GM's total global sales,
     outpacing the industry average growth rate.  The industry has
     seen significant volume increases in the global automotive
     market in the past five years, and the market now nears
     71 million.  In 2007, GM's top three brands in sales volume
     were Chevrolet (4.49 million, up 4%), Opel/Vauxhall
     (1.69 million vehicles, up 4%) and GMC (613,000, up 6%).

   * In the Asia Pacific region, GM sales of 1.43 million vehicles
     topped 1 million vehicles for the third consecutive year, and
     GM China saw more than 18% sales growth compared with 2006.
     The company had regional Q4 sales of 382,000 vehicles, up
     nearly 17%, exceeding the industry average growth rate.  GM
     was the top-selling global automaker in China in 2007, with
     1.03 million vehicles sold -- becoming the first global
     automaker to exceed 1 million vehicle sales.  Sales in India
     also set records with an annual volume growth of 74%, driven
     by the recent launch of the Chevrolet Spark and strong
     performances by the Chevrolet Tavera, Aveo and Optra.

   * In the Latin America, Africa and Middle East region, GM sales
     reached an all-time record 1.23 million vehicles, exceeding
     1 million vehicles for the second time, up 19% in volume
     compared with 2006.  For the quarter, 341,000 vehicles were
     sold, up 18%.  GM saw volume increases in most major Latin
     America, Africa and Middle East markets in 2007.  GM Brazil
     set an all-time domestic sales record with 499,000 vehicles
     delivered.  The Chevrolet Corsa, Aveo and Celta were the
     three top sellers across the region in 2007.

   * In Europe, GM's record sales -- for the second year --
     exceeded 2.18 million vehicles, up about 9%.  Sales for the
     quarter of 529,000 vehicles were up 11%, exceeding the
     industry average.  Full-year sales in Russia set an all-time
     record for the company by nearly doubling, up 95%.  Sales
     volume in Russia exceeded a quarter million vehicles.
     Opel/Vauxhall, Chevrolet and Cadillac reported sales growth
     in Europe.  Strong performance by the new Corsa, Astra,
     Meriva and Zafira led Opel/Vauxhall sales to more than 4%
     growth.  Chevrolet achieved record sales of 458,000 vehicles,
     up nearly 34%.  Cadillac sales were up 45%.  Saab sold nearly
     85,000 vehicles.

Several of GM's regional brands also experienced notable growth in
2007.

Saturn sales in North America were up 8% compared with 2006,
largely on the popularity of the new 2007 AURA, AURA Hybrid, SKY,
OUTLOOK, VUE, and VUE Green Line Hybrid.

GM Holden sold 158,000 vehicles in 2007 as the Commodore remained
Australia's best-selling car for the 12th consecutive year.
Holden held its second-place position in the country's automotive
market.  2008 marks Holden's 60th anniversary producing
Australia's first locally-developed vehicle.

                          About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets (DTAs) in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GETTY IMAGES: Board of Directors Explores Strategic Options
-----------------------------------------------------------
Getty Images Inc. confirmed that its board of directors is
exploring strategic alternatives to enhance shareholder value.
The board of directors has retained Goldman Sachs & Co. as its
financial advisor and Weil Gotshal & Manges LLP as its legal
advisor in connection with its evaluation of such alternatives.

While the evaluation process, including discussions with various
interested parties, is ongoing, there can be no assurance that any
transaction will occur or as to the timing, structure, price or
terms of any transaction.

Getty Images does not plan to update the market with any further
information on the process unless and until such time as its board
deems appropriate.

Headquartered in Seattle, Washington, Getty Images Inc. (NYSE:GYI)
-- http://www.gettyimages.com/-- is a creator and distributor of
visual content.  The company provides relevant imagery to
professionals at advertising agencies, graphic design firms,
corporations, and film and broadcasting companies; editorial
customers involved in newspaper, magazine, book, compact disc  and
online publishing, and corporate marketing departments and other
business customers.  Getty Images offers its imagery and related
services through the company's website and a global network of
company-owned offices and delegates.  It serves customers in more
than 100 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2007,
Standard & Poor's Ratings Services raised its ratings on
Getty Images Inc., including raising the corporate credit rating
to 'BB' from 'B+, and removed the ratings from CreditWatch.  The
outlook is negative.


GRANDE COMMS: S&P's Ratings Unaffected by Strategic Options Move
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on San Marcos, Texas-based cable TV overbuilder and CLEC
operator Grande Communications Holdings Inc. (B-/Stable/--) are
not affected by the company's recent announcement that its board
of directors authorized the company to explore strategic
alternatives to enhance shareholder value.

The company has engaged Waller Capital to assist it in the
process.  While no transaction may ultimately be completed,
current tight credit market conditions are likely to prevent the
company from engaging in debt funded transactions that would
materially weaken its credit profile.  Conversely, in the case of
a potential sale of the company, as speculated in press reports,
the company's only rated issue, its secured notes, contains change
of control "put" features and optional redemption "call" features.


GREATER MIAMI: Case Summary & 166 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Greater Miami Neighborhoods, Inc.
             300 Northwest 12 Avenue
             Miami, FL 33128
             Tel: (305) 326-7925

Bankruptcy Case No.: 08-10694

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Cutler Glen, L.L.C.                        08-10695
        Cutler Manor, L.L.C.                       08-10696
        Cutler Meadows, L.L.C.                     08-10697
        Island Place Apartments, L.L.C.            08-10698
        Middletowne Project, Inc.                  08-10699
        Carib Management, Inc.                     08-10701
        Carib Maintenance Corp.                    08-10702
        Carib Construction Corp.                   08-10704

Type of Business: Since its inception in 1985, the Debtor has
                  developed or assisted in the development of over
                  5,000 units of rental and homeownership housing
                  valued in excess of $300 million.  It also
                  operates a property management company and
                  provides homeownership counseling in conjunction
                  with other resident services to encourage
                  economic self-sufficiency for low and moderate
                  income residents.  See
                  http://www.greatermiami.org/

Chapter 11 Petition Date: January 22, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtors' Counsel: Jonathan C. Vair, Esq.
                  Stearns, Weaver, Miller, Weissler, Alhadeff &
                  Sitterson, P.A.
                  150 West Flagler Street,
                  Suite 2200
                  Miami, FL 33130
                  Tel: (305) 789-3520
                  Fax: (305) 789-3395

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Greater Miami               $1 Million to          $10 Million to
Neighborhoods, Inc.         $10 Million            $50 Million

Cutler Glen, L.L.C.         $1 Million to          $1 Million to
                            $10 Million            $10 Million

Cutler Manor, L.L.C.        $1 Million to          $1 Million to
                            $10 Million            $10 Million

Cutler Meadows, L.L.C.      $1 Million to          $1 Million to
                            $10 Million            $10 Million

Island Place Apartments,    $1 Million to          $10 Million to
L.L.C.                      $10 Million            $50 Million

Middletowne Project, Inc.   $1 Million to          $1 Million to
                            $10 Million            $10 Million

Carib Management, Inc.      $50,000 to             $100,000 to
                            $100,000               $500,000

Carib Maintenance Corp.     Less than              $100,000 to
                            $50,000                $500,000

Carib Construction Corp.    $50,000 to             $500,000 to
                            $100,000               $1 Million

A. Greater Miami Neighborhoods, Inc's 20 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
U.S. Bank, as Trustee to       Mortgage              $5,995,000
Florida Housing Finance        Foreclosure re:
Corp.                          Island Place
Attention: Beth Driggs,
Vice-President/
Account Manager
225 East Robinson Street,
Suite 250
Orlando, FL 32801

Housing Partnership Ventures   Unsecured loans       $2,646,725
160 State Street, 5th Floor
Boston, MA 02109

The Prudential Insurance Co.   Unsecured loan        $1,700,000
of Amer
751 Broad Street-15th
Newark, NJ 07102

Florida Housing Development    Guaranty              $1,500,000
Corp.
227 North Bronough Street,
Suite E-202
Tallahassee, FL 32301

Housing Partnership Fund, Inc. Guarantees on         $1,150,000
160 State Street, 5th Floor    Carib Construction;
Boston, MA 02109               G.M.N.-New Horizons

Enterprise Housing Financial   Guaranty re: New      $850,000
10227 Wincopin Circle          Horizons
Columbia, MD 21044

Wachovia Bank, N.A.            Guaranty: Carib       $551,000
200 South Biscayne Boulevard   Construction line
Miami, FL 33131                of credit

Community Reinvestment Fund    Bank Loan             $500,000
801 Nicollet Mall
Suite 1700 West
Minneapolis, MN 55402

H.S.B.C. Bank U.S.A.           Unsecured Loan        $193,656

Citibank F.S.B.                Bank Loan             $144,653

Gary J. Cohen                  Legal Fees            $123,306

Foley Design Associates        Architect Fees        $40,000
Architects, Inc.

Office Depot Credit Plan       Trade debt            $26,295

Jeff Mandler                   Legal Fees            $13,061

Washington Mutual Bank, F.A.   L.O.C.                $12,630

Dauby O-Connor & Zalekski,     Legal Fees            $10,340
L.L.C.

Roger Towers                   Legal Fees            $8,066

P.C. Depot, Inc.               Trade debt            $8,004

G.S.D. Group                   Trade Debt            $7,500

Pitney and Bowes Credit Corp.  Trade debt            $6,192

B. Cutler Glen, LLC's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
H.D. Supply Facility           Trade debt            $7,768
Maintenance
P.O. Box 509058
San Diego, CA 92150

Florida Power and Light        Utility debt          $5,790
General Mail Facility
Miami, FL 33188-0001

F.P.L. Energy Services         Utility Debt          $3,678
P.O. Box 25426
Miami, FL 33102

Sonnys Total Landscape         Service               $2,425

Miami Dade Water and Sewer     Utility Debt          $1,302

Thyssenkrupp Elevator          Service               $939

Lawson Sanitation                                    $427

Bell South                     Utility Debt          $363

G.E. Capital                                         $277

Alvarez Locksmith, Inc.        Service               $240

Miami Dade Fire Rescue                               $125
Department

MacGray                        Trade debt            $86

United Parcel Services                               $82

C. Cutler Manor, LLC's 18 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Miami Dade Water and Sewer     Utility Debt          $26,982
140 West Flagler Street
Miami, FL 33128

F.P.L. Energy Services         Utility Debt          $11,565
P.O. Box 25426
Miami, FL 33102

Florida Power and Light        Utility Debt          $10,349
General Mail Facility
Miami, FL 33188-0001

Pollution Elimination Corp.    Trade debt            $6,178

Lawson Sanitation                                    $2,818

Daca Encironmental, Inc.       Service debt          $2,400

Florida City Gas               Utility Debt          $1,330

Thomas G. Sandler              Legal Fees            $584

Illustratus                    Trade Debt            $514

P.C. Depot                     Trade debt            $404

Lowenhaupt & Sawyers           Legal Fees            $254

Comcast                        Cable                 $207

Bell South                     Utility Debt          $200

Miami-Dade Clerk of Court                            $110

Miami Dade Fire and Rescue                           $95

Quill Office Supply            Trade debt            $93

First Advantage Safe Rent      Trade Debt            $42

Gall & Gall Co., Inc.                                $38

D. Cutler Meadows, LLC's 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
H.D. Supply Facility           Trade debt            $3,201
Maintenance
P.O. Box 50908
San Diego, CA 92150

Miami Dade Water and Sewer     Utility Debt          $3,118
140 West Flagler Street
Miami, FL 33128

Lawson Sanitation              Service               $1,707
9120 NW 96 Street
Miami, FL 33178

Aaron A./C. Home Service       Trade debt            $860

Miami Dade Fire Rescue                               $567
Department

Florida Power and Light        Utility Debt          $536

MacGray                        Trade debt            $480

Home Depot Credit Services     Trade debt            $404

T.C.G. Technologies                                  $350

Illustratus                    Trade debt            $345

Fed Ex                         Trade debt            $262

Bell South                     Utility Debt          $234

P.C. Depot                     Service debt          $142

Miami Dade County Finance                            $80

Land America                   Trade debt            $57

E. Island Place Apartments, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
J.&J. Chutes, Inc.             Trade debt            $28,590
6436 Northwest 199 Terrace
Miami, FL 33015

Mike's Electrical Corp.                              $21,988
8370 Southwest 91st Terrace
Miami, FL 33156-7399

Temptrol Air Condition, Inc.   Service               $19,818
4215 Southwest 72 Avenue
Miami, FL 33155

F.P.L. Energy Services         Utility debt          $14,778

H.D. Supply Facilities         Trade debt            $12,309
Maintenance

F.P.L.                         Utility debt          $8,179

Otis Elevator Co.                                    $6,382

Flat Iron Capital Corp.        Finance company       $3,886

Berman Bennett Vogal Mandler   Legal fees            $2,978

Lawson Sanitation, L.L.C.                            $2,746

Teco Peoples Gas               Utility debt          $2,600

A.R.T. Pest Control Services   Trade debt            $2,144

J.&S. A./C. Ref. Supply, Inc.  Trade debt            $2,057

Emerency Lawn Service, Inc.    Service               $1,975

A-Advance Fire & Safety Inc.   Trade debt            $1,481

Carpet Cleaning & Tile Wax,    Trade debt            $1,443
Inc.

Law Offices of Lawenhaupt and  Legal fees            $1,245
Sawyers

Toshiba Business Solutions                           $922

Mac Gray                                             $877

Miami Dade County                                    $804

F. Middletowne Project, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Town of Orange Park                                  $6,251
2042 Park Avenue
Orange Park, FL 32073

H.D. Supply Facility           Trade debt            $3,973
Maintenance
P.O. Box 509058
San Diego, CA 92150

Miller Lawn Maintenance        Service               $3,220
2450 Jasmine Avenue
Middleburg, FL 32068

Carpentry Plus                 Trade det             $3,017

Rapid Dispatch                 Trade debt            $2,853

H.S.B.C. Business Solutions                          $2,287

B.&G. Refrigeration Co., Inc.  Trade debt            $1,692

Rivers Pest Control                                  $1,380

Clover Cleaning                Trade debt            $1,350

Comcast                        Cable                 $1,197

Ikon Financial Services                              $947

All Florida Exterminating      Service               $800

A.T.&T.                        Utility Debt          $681

J.E.A.                         Utility debt          $675

Bell South                     Utility               $614

A.R.D. Distributing            Supplier              $598

Liberty Electrical Contractors Trade debt            $555

Sawyers Gas                                          $503

Hydra Dry, Inc.                Supplier              $483

Consolidated Credit Services                         $479

G. Carib Management, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Citicorp Credit Service, Inc.                        $22,447
Attention: United Collection
Bureau, Inc.
5620 Southwyck Boulevard,
Suite 206
Toledo, OH 43614-0516

P.C. Depot, Inc.               Service               $19,061
8004 Northwest 154 Street,
Suite 362
Hialeah, FL 33016-5814

G.E. Capital                                         $15,981
P.O. Box 740441
Atlanta,, GA 30374-0441

Flat Iron Capital Funding      Insurance finance     $15,303

Zipdata Net                                          $4,879

A.T.&T. Advertising &          Trade debt            $3,190
Publishing

American International Co.                           $2,106

Pitney Bowes Global Financial  Service               $1,444

Premium Assignment                                   $1,181

Metlife S.B.C.                                       $741

Wilmar Industries                                    $670

Premium Payment Plan           Finance company       $541.

Smith,Ortiz,Gomez & Buzzi,     Accountants' fees     $500
P.A.

Brickell Xtra Storage          Storage               $482

Travelers Indemnity Co.        D.&O. insurance       $471

American Messaging             Trade debt            $451

Great American Business                              $417

Toshiba Business Solotions                           $319

The Check Cashing Store                              $285

Resident Data                                        $237

H. Carib Maintenance Corp's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Home Depot Supply                                $65,962
P.O. Box 509058
San Diego, CA 92150-9058

A.A.A. Supply                  Trade debt            $32,489
590 West 84th Street
Hialeah, FL 33014

Miguel Hernandez Falero-Lawn                         $15,350
Service
8030 Southwest 37 Terr.
Miami, FL 33155

David Gray Plumbing Co. Inc                          $14,851

Rapid Dispatch Services, Inc.                        $14,046

Lone Star Plumbing, Inc.                             $12,517

American International Co.                           $11,900

Laser Supply Services                                $10,986

Arbor Contract Carpet, Inc.                          $8,888

World Trust Group                                    $6,138

Pollution Elimination                                $5,592

Leonard's Painting &                                 $5,835
Maintenance, Inc.

Miami Dade Tax Collector                             $5,526

Air Technology of Northeast                          $5,518
Florida, Inc.

J.T.I.                         Utility               $5,230

J.&A. Quality Services Group,                        $4,550

A.R.D. Distributors, Inc.                            $4,351

Shiver Glass Co.                                     $3,954

Todo Color Paints                                    $3,420

Duron Paints & Wallcoverings                         $2,820

I. Carib Construction Corp's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wachovia Bank National         Bank loan             $551,000
Association
P.O. Box 740502
Atlanta, GA 30374-0502

Michael Peterson               Legal fees            $99,909
8900 Southwest 117 Avenue,
Suite C-104
FL 33286

Utility Masters                Trade debt            $43,995
12265 Southwest 43 Street
Miami, FL 33175

Universal Security Group       Trade debt            $14,845

Lango Equipment Services, Inc. Trade debt            $9,085

American Blind Corp.                                 $8,988

E.Z.D. Construction            Trade debt            $5,387

All Iron Works Corp.                                 $4,984

Silmar Electronics, Inc.       Trade debt            $4,569

Wilkinson-Hi Rise              Trade debt            $2,250

A.A.A. Supply                                        $1,820

Clerk of Court Code                                  $1,530
Enforcement

Electro Mechanical Service     Trade debt            $1,481

Abe Sanitiation Inc.           Trade                 $624

Toshiba Business Solutions     Service               $316

Florida Department of Revenue                        $284

Safe Lighting and Electrical,  Trade debt            $195
Inc.

Target Pest Control            Service               $190

Thomason West                  Trade debt            $147

T-Square                                             $55


HAVEN HEALTHCARE: Committee Taps Deloitte as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Haven Healthcare
Management LLC and its debtor-affiliates' bankruptcy cases asks
the United States Bankruptcy Court for the District of Connecticut
for authority to retain Deloitte Financial Advisory Services LLP
as its financial advisor.

Deloit Financial will assist the Committee in connection with:

   a) assessment of the Debtors' cash and liquidity requirements,
      as well as the Debtors' financing requirements;

   b) monitoring of the Debtors' financial and operating
      peformance, including their current operations, monthly
      operating reports, and other financial and operating
      analyses or periodic reports;

   c) evaluation of the Debtors' business, operational and
      financial plans, including with respect to actual results
      versus forecast, capital expenditure requirements, and cost
      reduction opportunities;

   d) evaluation of the Debtors' statements of financial affairs
      and supporting schedules, executory contracts and claims;

   e) evaluation of the Debtors' operating structure, business
      configuration and strategic alternatives;

   f) evaluation of the Debtors' restructuring-related
      alternatives;

   g) reorganization-related negotiations including the analysis,
      preparation or evaluation of any plans or reorganization
      proposed by the Debtors, the Committee or a third party;

   h) analysis of issues related to claims filed against the
      Debtors;

   i) auction procedures or sale transaction, including the
      identification of additional potentially interested parties
      for the Debtors' assets, negotiation of asset purchase
      agreement provisions including working capital adjustments,
      valuation issues and other related matters; and

   j) analysis of the potential recovery of funds from voidable
      transactions.

In addition, the firm is also expected to:

   a) attend and particiapate in meetings of the Committee and
      hearings before this Court, as may be required; and

   b) perfom other services as may be required and are deemed to
      be in the interest of the Committee in accordance with the
      Committee's powers and duties.

The professionals of the firm have agreed to perform services at
$325 per hour, while paraprofessionals at $75 per hour.

Daniel O'Brien, a director of the firm, assures the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Headquartered in Middletown, Connecticut,  Haven Healthcare
Management LLC -- http://www.havenhealthcare.com/-- provide
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.  The company and 46 of its affiliates
filed for Chapter 11 protection on November 22, 2007 (Bankr. D.
Conn. Lead Case No. 07-32719).  Moses and Singer LLP serves as the
Debtors' counsel.  Kurtzman Carson Consultants LLC is the Debtors'
claims and noticing agent.  The U.S. Trustee for Region 2
appointed nine creditors to serve on an Official Committee of
Unsecured Creditors in this case.  Pepper Hamilton LLP represents
the Creditors Committee.  When the Debtors sought protection from
their creditors, they listed assets and debts between $1 Million
to $100 Million.  The Debtors' consolidated list of 50 largest
unsecured creditors showed total claims of more than $20 million.


HEARTLAND AUTO: Section 341(a) Creditors Meeting Reset to Mar. 12
-----------------------------------------------------------------
The United States Trustee for Region 6 rescheduled the meeting of
Heartland Automotive Holdings Inc.'s creditors at 2:00 p.m., on
March 12, 2008, at Room 7A24 - Fritz G. Lanham Building, 819 S.
Taylor at Forth Worth in Texas.

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

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

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


HOLOGIC INC: Selling Gestiva Rights to KV Pharma for $82 Million
----------------------------------------------------------------
Hologic Inc. has entered into a definitive agreement pursuant to
which it has agreed to sell full U.S. and worldwide rights to
Gestiva(TM) to KV Pharmaceutical Company for $82 million in cash,
subject to the approval of the pending Gestiva(TM) New Drug
Application by the U.S. Food and Drug Administration.

The development of Gestiva(TM), a drug, if approved by FDA, which
could be used in the prevention of preterm birth in pregnant women
with a history of at least one spontaneous preterm birth, was
originally begun by Adeza Biomedical Corporation, which was
acquired by Cytyc Corporation on April 2, 2007.

On Oct. 22, 2007, Hologic completed its business combination
transaction with Cytyc and as a result acquired all rights to
Gestiva(TM).

$7.5 million of the purchase price is payable at the closing of
the transaction and the balance of which is payable upon final
approval by the FDA of the Gestiva NDA and the production of a
quantity of Gestiva suitable to enable the commercial launch of
the product.

The closing of the transaction is expected to occur within 30 days
after the satisfaction of customary closing conditions, including
the expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976).

"We are pleased to complete this transaction to sell the Gestiva
product line to KV Pharmaceutical," Jack Cumming, CEO of Hologic,
said.  "We believe women worldwide will better realize the
benefits of Gestiva coming from a dedicated pharmaceutical firm.
This will also allow Hologic to remain focused in our primary
fields of medical devices and cancer diagnostics for women."

                        About Hologic Inc.

Headquartered in Bedford, Massachussetts, Hologic Inc.
(NASDAQ:HOLX) - http://www.hologic.com/-- is a developer,
manufacturer and supplier of premium diagnostics, medical imaging
systems and surgical products dedicated to serving the healthcare
needs of women.  Hologic is into the industry in digital
mammography systems and offers the advanced technology for breast
imaging and breast biopsy.  Hologic's core business units are
focused on breast health, diagnostics, GYN surgical, and skeletal
health.  Hologic provides a comprehensive suite of technologies
with products for mammography and breast biopsy, radiation
treatment for early-stage breast cancer, cervical cancer
screening, treatment for mennorrhagia, osteoporosis assessment,
preterm birth risk assessment, and mini C-arm for extremity
imaging.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Moody's Investors Service affirmed the Ba3 corporate family and
probability of default ratings of Hologic Inc.  The outlook for
the ratings is stable.


IRVINE SENSORS: Grant Thornton Raises Going Concern Doubt
---------------------------------------------------------
Grant Thornton LLP expressed substantial doubt about the ability
of Irvine Sensors Corporation to continue as a going concern after
it audited the company's financial statements for the year ended
Sept. 30, 2007.

The auditing firm reported that the company incurred net losses
for the years ended Sept. 30, 2007, Oct. 1, 2006 and Oct. 2, 2005,
respectively, and the company has working capital of only
$1,799,100 at Sept. 30, 2007.

The company posted a net loss of $22,131,100 on total revenues of
$35,784,600 for the year ended Sept. 30, 2007, as compared with a
net loss of $8,350,700 on total revenues of $30,825,700 in the
prior year.

Approximately $9,000,000 of the net loss in fiscal 2007 was
derived from the recognition of non-cash expenses related to the
refinancing of the company's debt in December 2006.  If the
company is unable to generate additional financing to meet its
working capital needs within the first half of fiscal 2008, there
will be a further material and adverse effect on the financial
condition of the company.

                   Continued Operating Losses

The company said that its management believes historical operating
losses have resulted to a significant degree from a combination of
insufficient contract research and development revenue to support
the company's skilled and diverse technical staff believed to be
necessary to support exploitation of the company's technologies,
amplified by the effects of discretionary investments to produce
certain of those technologies.  To some degree, this factor has
continued to contribute to the company's operating losses through
the date of this report.  The company has not yet been successful
in many of its internal production activities, nor has it been
able to raise sufficient capital to fund the future development of
many of its technologies.

The company believes, but cannot guarantee, that its government-
funded research and development contract business will improve in
fiscal 2008, and will therefore generate increased liquidity
through both improved gross operating margins and the recovery of
indirect costs as permitted under its government contracts.  It
also believes that revenues from product sales will be greater in
fiscal 2008, as compared to fiscal 2007, largely due to the size
of backlog for Optex's products entering the new fiscal year.  At
Sept. 30, 2007, funded backlog was approximately $52.7 million,
approximately $46.3 million of which related to Optex's business.

In addition, the company expects, but cannot guarantee, that a
substantial portion of its funded backlog at Sept. 30, 2007, will
result in revenue recognized in fiscal 2008.  The company's
government research and development contracts typically include
unfunded backlog, which is funded when the previously funded
amounts have been expended. As of Sept. 30, 2007, its total
backlog, including unfunded portions, was about $57.0 million.

                   Liquidity and Working Capital

The company currently believes that its working capital and
liquidity at Sept. 30, 2007, reflecting the restructuring of debt
in November 2007 and in concert with anticipated proceeds from
financing activities, should be adequate to support existing
operations for a foreseeable plans for at least the next 12
months.

However, ramping up the Optex supply chain to fulfill its funded
backlog may require additional working capital and there may be
product sales growth opportunities in this interval that could
place demands on the company's working capital that would require
substantial additional external infusion of working capital
through equity or debt financings.  The company cannot guarantee
that financings would be available on a timely basis, or on
acceptable terms, or at all.

At Sept. 30, 2007, the company's balance sheet showed $34,430,400
in total assets, $29,953,100 in total liabilities and $4,477,300
in stockholders' equity.  As of Sept. 30, 2007, the company has
total current assets of $13,471,400 to pay its total current
liabilities of $11,672,300.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2746

                      About Irvine Sensors

Based in Costa Mesa, California, Irvine Sensors Corporation
(Nasdaq: IRSN; Boston Exchange: ISC) -- http://www.irvine-
sensors.com/ -- is a vision systems company engaged in the
development and sale of miniaturized infrared and electro-optical
cameras, image processors and stacked chip assemblies, the
manufacture and sale of optical systems and equipment for military
applications through its Optex subsidiary and research and
development related to high density electronics, miniaturized
sensors, optical interconnection technology, high speed network
security, image processing and low-power analog and mixed-signal
integrated circuits for diverse systems applications.


JETBLUE AIRWAYS: Closes Stock Purchase Transaction With Lufthansa
-----------------------------------------------------------------
JetBlue Airways Corporation and Deutsche Lufthansa AG has
completed their stock purchase agreement transaction in which
Lufthansa now holds a 19 percent stake in JetBlue.

With the conclusion of the financial transaction, Lufthansa and
JetBlue will begin exploring innovative commercial arrangements
designed to benefit both airlines and their customers.

Headquartered in Forest Hills, New York, JetBlue Airways
(Nasdaq:JBLU) --  http://www.jetblue.com/-- is a passenger
airline that provides customer service on point-to-point routes.
As of Feb. 14, 2007, JetBlue operated approximately 502 daily
flights.  The company serves 50 destinations in 21 states, Puerto
Rico, Mexico and the Caribbean.  The company operates a fleet of
98 Airbus A320 and 23 Embraer 190 aircrafts.  The company's
operations primarily consists of transporting passengers on its
aircraft, with domestic United States operations, including Puerto
Rico, accounting for approximately 97.1% of its capacity during
the year ended Dec. 31, 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2007,
Fitch Ratings affirmed these debt ratings of JetBlue Airways
Corp.: issuer default rating at 'B'; and senior unsecured
convertible notes at 'CCC' with a recovery rating of 'RR6'.  The
rating outlook is stable.


KIMBALL HILL: Deloitte & Touche Raises Going Concern Doubt
----------------------------------------------------------
Chicago-based Deloitte & Touche LLP expressed substantial doubt
about the ability of Kimball Hill Inc. to continue as a going
concern after it audited the company's financial statements for
the year ended Sept. 30, 2007.  The auditor pointed to the
company's losses from operations and default under its senior
credit facility.

The company posted a net loss of $220,536,000 on total revenues of
$894,700,000 for the year ended Sept. 30, 2007, as compared with a
net income of $41,804,000 on total revenues of $1,160,680,000 in
the prior year.

In the company's annual report for 2007, it disclosed that market
conditions for new home sales have deteriorated significantly
throughout the company's fiscal year as inventory levels of both
new and existing homes have continued to climb and price
competition places pressure on already strained profit margins.
During the year ended Sept. 30, 2007, the company incurred
negative cash flows from operations of $17,100,000. Included
within the company's net loss are inventory impairment charges of
$240,000,000, which have significantly impacted the reported
values of the company's inventory and shareholders' equity.

            Senior Credit Facility Covenant Violation

As of Sept. 30, 2007, the company was not in compliance with
certain of its amended covenants of its senior credit facility,
including the covenant requiring the company to maintain a minimum
tangible net worth.  The company's failure to meet these covenants
is an event of default that allows the lenders under the senior
credit facility to declare all amounts outstanding thereunder,
together with accrued interest, to be immediately due and payable.

Acceleration under the senior credit facility would also trigger a
cross-default under the indenture governing the company's senior
subordinated notes, allowing the company's bondholders to
accelerate the repayment of all amounts outstanding on the senior
subordinated notes, subject to certain payment blockage periods.

In addition, certain other credit facilities within the company's
joint ventures to which the company has provided guarantees
include provisions for acceleration or events of default in the
event of a default under its senior credit facility.

At Sept. 30, 2007, the company's balance sheet showed $881,408,000
in total assets, $668,877,000 in total liabilities and
$152,746,000 in stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2744

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.


LIBERATOR MEDICAL: Berenfeld Spritzer Raises Going Concern Doubt
----------------------------------------------------------------
Berenfeld, Spritzer, Shechter & Sheer LLP, in Fort Lauderdale,
Fla., expressed substantial doubt about the ability of Liberator
Medical Supply Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Sept. 30, 2007.

The auditing firm reported that the company incurred net losses
for 2007 and 2006, respectively.  At Sept. 30, 2007, current
liabilities exceed current assets and total liabilities exceed
total assets.

The company posted a net loss of $1,968,242 on net sales of
$2,250,368 for the year ended Sept. 30, 2007, as compared with a
net loss of $2,295,240 on net sales of $2,841,529 in the prior
year.

As of Sept. 30, 2007, the company has total current assets of
$1,936,005 to pay its total current liabilities of $2,618,141.

At Sept. 30, 2007, the company's balance sheet showed $2,883,880
in total assets and $2,946,079 in total liabilities, resulting in
$62,199 stockholders' deficit.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2745

                     About Liberator Medical

Stuart, Fla.-based Liberator Medical Supply Inc. (OTCBB:LBMH) --
http://www.liberatormedical.com/-- is a national provider of
direct to consumer medical supplies, and medical products,
including intermittent urinary cathethers, for chronic conditions
and illnesses.  The company emphasis on providing patients with
the medical products, services and support, at discount prices.


LID LTD: Disclosure Statement Hearing Slated for February 13
------------------------------------------------------------
The United States Bankruptcy Court for the Southern Disrtict of
New York set a hearing for Feb. 13, 2008, to consider the adequacy
of L.I.D. Ltd's Disclosure Statement explaining its Chapter 11
Plan of Reorgnization.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
the Debtor said it will effectuate the terms of the Plan
through several means based on a four-year projection it prepared
with the input of its chief restructuring officer.  Based on the
projections, the Debtor will continue to convert its inventory
into cash at margins averaging 19%.

Also, the Debtor will make a new value contribution of $3,000,000
in goods upon confirmation to fund the plan.  The Debtor has
arranged with a third party to make the sum of $10,000,000
available to purchase the liens of one or more lenders at 50% of
their allowed claims, less principal payments received during the
course of the case.

The Debtor has designated Ronen Herzig, chief financial officer,
as the distributing agent.  The Debtor will search for a chief
executive officer replacing the CRO, who will no longer be
retained post-confirmation.

                       Administration Costs

Under the plan, administration costs, including unpaid
postpetition obligations of the Debtor and fees due professionals
in connection with the case will be paid in full and in cash.

As of Oct. 31, 2007, there is a remaining carve out for
professional fees of $28,940.  The Debtor anticipates that about
$150,000 in additional payments will be needed prior to
confirmation in addition to the balance of a 20% holdback.

Under a final cash collateral order, the Debtor was responsible
for the first $200,000 in fees paid to the CRO and consensus
advisors.  That amount has been reached and the total fees to date
due to consensus advisors are about $275,000.  The lenders are
liable for one half of these expenses in excess of the $200,000
paid by the Debtor.  It is estimated that the Debtor will accrue
and pay another $120,000 in fees to the CRO by confirmation.

                      ABN AMRO Secured Claim

The Debtor says that ABN AMRO Bank NV New York filed a secured
claim in the amount of $13,420,000 and has a first priority lien
against the Debtor's assets.  In addition to monthly interest
payments under loan documents, ABN AMRO received, in violation of
an automatic stay, the sum of $236,884 from Bank Leumi in
reduction of principal on May 17, 2007.  ABN AMRO has also
received, under the FCCO, 31.6% of payments of principal in the
sum of $237,000 in further reduction of principal.  It is
projected that it will receive the further sum of $79,000 per
month prior to confirmation projected to be in March 2008.

The plan calls for three different potential treatment of ABN
AMRO's claim related to funds loaned under an irrevocable letter
of credit f/b/o the Debtor's prior landlord, F.M. Ring.  The
landlord has advised that it intends to draw down on that LOC to
offset its lease rejection claim.  The Debtor says that it
reserves the right to determine if ABN AMRO is properly perfected
in the advance for the LOC.  The potential treatments of the claim
are:

   a. If ABN AMRO will not vote for the plan then confirmation,
      the principal balance will be paid off over a period of up
      to four years, with interest, at the lowest non-default
      rate paid monthly and with quarterly payments of principal.
      Non-monetary defaults will be deemed cured.  No further
      payments will be made on account of subordinated insider
      debt until the ABN AMRO claim is paid in full under the
      terms of the plan.

   b. If ABN AMRO will vote for the plan and accept a lump sum
      payment of 50% of its allowed claim for an assignment of
      its claim to the Debtor's new lender, its claim will be
      subordinated to allowed secured claim that is not purchased
      by the new lender.

   c. If ABN AMRO will vote for the plan, or if the new lender
      will decline to purchase its claim, ABN AMRO may retain its
      lien and receive 60% of its allowed claim without interest,
      payable in equal quarterly installments over four years.
      In exchange for the reduced payment, the creditor will
      receive a release from the Debtor.

                     Bank Leumi Secured Claim

The Debtor relates that Bank Leumi I, USA has a secured claim of
$7,221,809 and has a second priority lien against the Debtor's
assets.  Bank Leumi has received monthly interest payments at the
lowest non-default interest rate.  In addition, it transferred
back into the Debtor's non-debtor-in-possession account the sum of
$764,134, and then in violation of an automatic stay, transferred
the sum of $618,947 to other lenders in reduction of principal on
May 17, 2007.  This resulted in the Debtor paying higher interest
rate on the increased loan balance at Bank Leumi.  Bank Leumi also
received, pursuant to the FCCO, the sum of $138,750 in further
reduction of principal.  It is projected that it wil receive on a
monthly basis the further sum of $46,250 prior to confirmation.

The Debtor believes that Bank Leumi tortiously interfered in its
business by wrongfully alleging the Debtor was in default of a
non-monetary covenant and preventing remanufacturing of jewelry.
The Debtor adds that Bank Leumi conspired with other lenders to
have them declare a non-monetary default and accelerate the notes
of other lenders.

The plan calls for three different potential treatments of Bank
Leumi's claim:

   a. If Bank Leumi will not vote for the plan, upon confirmation,
      the principal balance will be paid off over four years,
      with interest at the lowest non-default rate paid monthly
      and with quarterly payments of principal.  Other non-
      monetary defaults will be deemed cured.  No further
      payments on subordinated insider bet will pay paid by the
      Debtor until the Bank Leumi claim is paid in full under
      the terms of plan.

   b. If Bank Leumi will vote for the plan and accept a lump
      sum payment of 50% of its allowed claim for an assignment
      of its claim to the Debtor's new lender, its claim will
      be subordinated to allowed secured claim that is not
      purchased by the new lender.

   c. If Bank Leumi will vote for the plan, or if the new lender
      will decline to purchase its claim, Bank Leumi may retain
      its lien and receive 55% of its allowed claim without
      interest, payable in equal quarterly installments over
      four years.  In exchange for the reduced payment, the
      creditor will receive a release from the Debtor.

                   Sovereign Bank Secured Claim

According to the Debtor, Sovereign Bank has a secured claim of
$13,338,605 and has a third priority security lien against the
Debtor's assets.  Sovereign is secured up to the value of its
collateral, which is not more than $30,000,000 and subject to two
prior secured claims of $20,641,809.  Thus, Sovereign has an
unsecured claim of $3,980,414.

During the course of the case, Sovereign has received monthly
interest payments at the lowest non-default interest rate.  In
addition, it received in violation of an automatic stay, the sum
of $236,884 from Bank Leumi in reduction of principal.  Sovereign
has also received pursuant to the FCCO the sum of $235,500 in
further reduction of principal.  It is projected that Sovereign
will receive a further sum of $78,500 per month prior to
confirmation.

The plan calls for three different potential treatments of
Sovereign's claim:

   a. If Sovereign will not vote for the plan, upon confirmation,
      the principal balance will be paid off over four years,
      with interest at the lowest non-default rate paid monthly
      and with quarterly payments of principal.  Other non-
      monetary defaults will be deemed cured.  No further
      payments on subordinated insider bet will pay paid by the
      Debtor until the Sovereign claim is paid in full under the
      terms of plan.

   b. If Sovereign will vote for the plan and accept a lump sum
      payment of 50% of its allowed claim for an assignment of
      its claim to the Debtor's new lender, its claim will be
      subordinated to allowed secured claim that is not purchased
      by the new lender.

   c. If Sovereign will vote for the plan, or if the new lender
      will decline to purchase its claim, Sovereign may retain
      its lien and receive 65% of its allowed claim without
      interest, payable in equal quarterly installments over
      four years.  In exchange for the reduced payment, the
      creditor will receive a release from the Debtor.

                      HSBC Bank Secured Claim

The Debtor says that HSBC BANK USA, National Association has a
secured claim of $8,012,302 and has a fourth priority secured lien
against the Debtor's assets.  Based upon the Debtor's liquidation
analysis, HSBC is completely unsecured.

During the bankruptcy case, HSBC has received monthly interest
payments at the lowest non-default rate and in violation of an
automatic stay, the sum of $145,187 from Bank Leumi in reduction
of principal.  HSBC has also received pursuant to the FCCO the sum
of $138,750 in further reduction of principal.  It is projected
that HSBC will receive the further sum of $46,250 per month prior
to confirmation.

The plan calls for three different potential treatments of HSBC
claim:

   a. If HSBC will not vote for the plan, upon confirmation, the
      principal balance will be paid off over four years, with
      interest at the lowest non-default rate paid monthly and
      with quarterly payments of principal.  Other non-monetary
      defaults will be deemed cured.  No further payments on
      subordinated insider bet will pay paid by the Debtor until
      the HSBC claim is paid in full under the terms of plan.

   b. If HSBC will vote for the plan and accept a lump sum
      payment of 50% of its allowed claim for an assignment of
      its claim to the Debtor's new lender, its claim will be
      subordinated to allowed secured claim that is not purchased
      by the new lender.

   c. If HSBC will vote for the plan, or if the new lender will
      decline to purchase its claim, HSBC may retain its lien
      and receive 60% of its allowed claim without interest,
      payable in equal quarterly installments over four years.
      In exchange for the reduced payment, the creditor will
      receive a release from the Debtor.

                 Allowed General Unsecured Claims

The Debtor estimates allowed unsecured claims at $16,623,129.
These claims will be paid pro rata from the total sum of
$3,500,000 paid in equal quarterly installments over four years.
The dividend will be about 21%.

                Subordinated Insider Secured Claim

The Debtor relates that subordinated insider claim of L.I.D. Ltd
(Israel), the parent company and sole shareholder of the Debtor,
is about $50,000,000.  This secured insider claim is subordinate
to liens of secured lenders and to allowed unsecured claims.  No
distribution will be made an account of this claim until allowed
secured and unsecured claims are paid in full under the terms of
the plan.

Also, this claim will be subordinated to new financing obtained
from exit financing.  This claim, although impaired, is not
permitted to vote for the plan.

                          Equity Claim

According to the Debtor, shareholders will retain their interests
in the reorganized Debtor.  The retention of their equity interest
will be subordinated to the subordinated insider secured claim and
the infusion of new goods worth $3,000,000, through other
subsidiaries and affiliates to effectuate the terms of the plan.

The Debtor's time to solicit acceptances to the plan was extended
until Jan. 24, 2008.

                         About L.I.D. Ltd.

Headquartered in New York, L.I.D. Ltd., a jeweler, filed a chapter
11 petition on March 17, 2007 (Bankr. S.D. N.Y. Case No. 07-10725)
Avrum J. Rosen, Esq., at The Law Offices of Avrum J. Rosen and
Rochelle R. Weisburg, Esq., at Shiboleth, Yisraeli, Roberts &
Zisman LLP represent the Debtor in its restructuring efforts.  No
case trustee, examiner, or official committee of unsecured
creditors has been appointed in this case.  When the Debtor sought
protection from its creditors, it listed total assets of
$157,784,935 and total debts of $143,867,465.


LMT MORTGAGE: Fitch Junks Ratings on 16 Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on these seven LMT mortgage
pass-through certificates:

Series 2006-3
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- Class B-1 downgraded to 'A+' from 'AA';
  -- Class B-2 downgraded 'BBB-' from 'A';
  -- Class B-3 downgraded to 'B' from 'BB+' and placed on
     Rating Watch Negative;

  -- Class B-4 downgraded to 'C/DR4' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B';
  -- Class B-6 downgraded to 'C/DR5' from 'CCC/DR2'.

Series 2006-4 Group 1
  -- Class A affirmed at 'AAA';
  -- Class 1-B-1 downgraded to 'AA-' from 'AA';
  -- Class 1-B-2 downgraded to 'BBB+' from 'A';
  -- Class 1-B-3 downgraded 'B' from 'BBB';
  -- Class 1-B-4 downgraded to 'C/DR4' from 'BB-';
  -- Class 1-B-5 downgraded to 'C/DR5' from 'CCC/DR2'.

Series 2006-4 Group 2
  -- Class A affirmed at 'AAA';
  -- Class 2-B-1 downgraded to 'AA-' from 'AA';
  -- Class 2-B-2 downgraded to 'BBB+' from 'A';
  -- Class 2-B-3 downgraded 'B' from 'BBB';
  -- Class 2-B-4 downgraded to 'CC/DR3' from 'BB';
  -- Class 2-B-5 downgraded to 'C/DR4' from 'B' and taken off
     Rating Watch Negative.

Series 2006-7
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- Class B-1 downgraded to 'AA-' from 'AA';
  -- Class B-2 downgraded 'BBB' from 'A';
  -- Class B-3 downgraded to 'BB+' from 'A-';
  -- Class B-4 downgraded to 'B' from 'BBB' and placed on
     Rating Watch Negative;

  -- Class B-5 downgraded to 'C/DR3' from 'BBB-' and taken off
     Rating Watch Negative;

  -- Class B-6 downgraded to 'C/DR4' from 'BB-';
  -- Class B-7 downgraded to 'C/DR4' from 'CCC/DR1'.

Series 2007-1
  -- Class A affirmed at 'AAA';
  -- Class B-1 downgraded to 'AA-' from 'AA';
  -- Class B-2 downgraded 'A+' from 'AA-';
  -- Class B-3 downgraded to 'BBB' from 'A';
  -- Class B-4 downgraded to 'BBB-' from 'A-';
  -- Class B-5 downgraded to 'B+' from 'BBB';
  -- Class B-6 downgraded to 'B' from 'BBB-';
  -- Class B-7 downgraded to 'C/DR4' from 'BB';
  -- Class B-8 downgraded to 'C/DR5' from 'B'.

Series 2007-2
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA+';
  -- Class B-1 downgraded 'A+' from 'AA';
  -- Class B-2 downgraded to 'BBB' from 'A';
  -- Class B-3 downgraded to 'BB-' from 'BBB';
  -- Class B-4 downgraded to 'B' from 'BBB-';
  -- Class B-5 downgraded to 'C/DR4' from 'BB';
  -- Class B-6 downgraded to 'C/DR5' from 'B'.

Series 2007-4
  -- Class A affirmed at 'AAA';
  -- Class B-1 downgraded 'AA-' from 'AA';
  -- Class B-2 downgraded to 'BBB+' from 'A';
  -- Class B-3 downgraded to 'BB' from 'BBB';
  -- Class B-4 downgraded to 'B' from 'BBB-';
  -- Class B-5 downgraded to 'C/DR4' from 'BB';
  -- Class B-6 downgraded to 'C/DR5' from 'B'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately
$2.71 billion in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $152.3 million in outstanding
certificates.  In addition, $7.6 million is placed on Rating Watch
Negative.

The pool factors range from approximately 77% to 95%, and the
transactions are seasoned in a range of 8 months to 18 months.
The amount of loans in the 90+ buckets range from approximately
1.85% to 5.85%, and cumulative losses range from 0% to 0.05%.


MARYLAND DEVELOPMENT: Case Summary & 30 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Maryland Development Company LLC
        2401 Research Boulevard, #200
        Rockville, MD 20850

Bankruptcy Case No.: 08-10938

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: January 22, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtors' Counsel: James A. Vidmar, Jr., Esq.
                  Linowes and Blocher
                  7200 Wisconsin Avenue, Suite 800
                  Bethesda, MD 20814-4842
                  Tel: (301) 961-5126
                  http://www.linowes-law.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Floors, Inc. Creative Touch Interiors                $127,026
14851 Sweitzer Lane
Laurel, MD 20707

Dito Decorators, Inc.                                $75,509
715 West Broad Street
Fredericksburg, VA 22406

Kings Valley Painting & Drywall, Inc.                $34,593
24817 Kings Valley Road
Damascus, MD 20872

Cuco & Son, Inc.                                     $26,620

Mid-South Building Supply, Inc.                      $25,442

Dae Won Construction Co, Inc.                        $24,126

Creative Landscapes by                               $22,261

Parrott Security, Inc.                               $21,518

TW Perry, Inc.                                       $20,965

H&H Masonry Co., Inc.                                $12,985

Apex Environmental, Inc.                             $10,224

A.P. Burgess, Inc.                                   $9,440

Maryland Plywood, Inc.                               $9,020

Rexel, USA                                           $8,842

James E. Sides, Sr.                                  $8,728

Jack J. Morris Associates, Inc.                      $8,728

McCrea Equipment Company,                            $8,505
Inc.

John's Labor Group, Inc.                             $7,959

General Electric Company                             $7,589

Century Stair Company, Inc.                          $7,473


MASTR ALTERNATIVE: S&P Junks Rating on Class 15-B-5 Certs.
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
15-B-5 mortgage pass-through certificates from MASTR Alternative
Loan Trust 2003-5 to 'CCC' from 'B'.  At the same time, S&P raised
its ratings on nine classes from MASTR Alternative Loan Trust's
series 2003-3, 2003-4, and 2004-3. Furthermore, S&P affirmed its
ratings on 195 classes from 11 MASTR Alternative Loan Trust
series, including those with rating changes.

The downgrade of class 15-B-5 from series 2003-5 to 'CCC' from 'B'
reflects high delinquencies relative to the available credit
support in the deal.  Although the 15-year certificate group has
incurred only $250,866 in losses to date, severe delinquencies
(90-plus days, foreclosures and REOs) were approximately $357,000
as of the December 2007 remittance report.  Class 15-B-5 has a
current certificate balance of $407,000 and current subordination
of $172,393.  Even though it would take a loss severity of
approximately 48% to default class B-5, this is not unlikely as
the two loan groups comprising the 15-year pool have 12-month
average cumulative loss severities of approximately 71% and 44%.
As of the December 2007 remittance period, total delinquencies
were 1.56% of the current principal balance, and severe
delinquencies were 0.31%.

The upgrades reflect the strong performance of the mortgage loan
pools, along with actual and projected credit support percentages
that adequately support the raised ratings.  The projected credit
support percentages for the upgraded classes have increased to
more than 2.0x for the raised ratings, ranging from 2.03x for
class B-4 from series 2003-3 to 2.48x for class B-2 from series
2004-3.  The higher credit support percentages are due to the
significant principal prepayments and the shifting interest
structure of the transactions.  Cumulative losses for these
transactions ranged from 0.001% (series 2004-3) to 0.08% (series
2003-3 and 2003-4) of the original principal balances, total
delinquencies ranged from 3.65% (series 2004-3) to 11.15% (series
2003-3) of the current principal balances, and severe
delinquencies  ranged from 0.46% (series 2004-3) to 2.34% (series
2003-3) as of the December 2007 remittance period.

The affirmations reflect stable collateral performance as of the
December 2007 remittance period.  Actual and projected credit
support percentages are sufficient to support the certificates at
their current rating levels.

Subordination provides credit support for the affected
transactions.  The underlying collateral backing the certificates
consists primarily of fixed-rate, first-lien mortgage loans
secured by one- to four-family residential properties.

                         Rating Lowered

               MASTR Alternative Loan Trust 2003-5
                Mortgage pass-through certificates

                                       Rating
                                       ------
               Class                 To      From
               -----                 --      ----
               15-B-5                CCC     B

                         Ratings Raised

                  MASTR Alternative Loan Trust
               Mortgage pass-through certificates

                                             Rating
                                             ------

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

        2003-3       B-3                   AA      AA-
        2003-3       B-4                   A-      BBB
        2003-4       B-1                   AA+     AA
        2003-4       B-2                   AA-     A
        2003-4       B-3                   BBB+    BBB
        2004-3       B-1                   AAA     AA
        2004-3       B-2                   AA      A
        2004-3       B-3                   A+      BBB
        2004-3       B-4                   BBB-    BB

                        Ratings Affirmed

                  MASTR Alternative Loan Trust
               Mortgage pass-through certificates

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

  2003-2   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1   AAA
  2003-2   6-A-3, 6-A-4, 6-A-IO, 6-A-PO, 15-A-X       AAA
  2003-2   15-PO, 30-A-X, 30-PO, B-1                  AAA
  2003-2   B-2                                        AA
  2003-2   B-3                                        A
  2003-2   B-4                                        BB
  2003-2   B-5                                        B
  2003-3   1-A-1, 2-A-1, 2-A-2, 2-A-5, 2-PO           AAA
  2003-3   B-1, B-2                                   AAA
  2003-3   B-5                                        B
  2003-4   1-A-1, 2-A-1, 3-A-1, 4-A-1, 4-A-2, 4-A-3   AAA
  2003-4   5-A-1, 15-A-X, 15-PO, 30-A-X, 30-PO        AAA
  2003-4   B-4                                        BB
  2003-4   B-5                                        B
  2003-5   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1   AAA
  2003-5   7-A-1, 8-A-1, 15-PO, 15-AX, 30-PO, 30-AX   AAA
  2003-5   15-B-1, 30-B-1                             AA
  2003-5   15-B-2, 30-B-2                             A
  2003-5   15-B-3, 30-B-3                             BBB
  2003-5   15-B-4, 30-B-4                             BB
  2003-5   30-B-5                                     B
  2003-6   1-A-1, 2-A-1, 3-A-1, 3-A-2, 3-A-3, 4-A-1   AAA
  2003-6   15-A-X, 30-A-X, 15-PO, 30-PO               AAA
  2003-6   B-1                                        AA
  2003-6   B-2                                        A
  2003-6   B-3                                        BBB
  2003-6   B-4                                        BB
  2003-6   B-5                                        B
  2004-1   1-A-1, 1-A-2, 2-A-1, 3-A-1, 4-A-1, 15-P0   AAA
  2004-1   30-PO, 15-AX, 30-AX                        AAA
  2004-1   B-1                                        AA
  2004-1   B-2                                        A
  2004-1   B-3                                        BBB
  2004-1   B-4                                        BB
  2004-1   B-5                                        B
  2004-3   1-A-1, 2-A-1, 3-A-1, 4-A-1, 15-AX          AAA
  2004-3   30-AX-1, 15-PO, 30-PO, 5-A-1, 6-A-1        AAA
  2004-3   7-A-1, 8-A-1, 30-AX-2                      AAA
  2004-3   B-I-1                                      AA-
  2004-3   B-I-2                                      A-
  2004-3   B-I-3                                      BBB-
  2004-3   B-I-4                                      BB
  2004-3   B-I-5, B-5                                 B
  2004-4   1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 6-A-1   AAA
  2004-4   7-A-1, 8-A-1, 9-A-1, 10-A-1, 10-A-2        AAA
  2004-4   11-A-1, 15-PO, 30-PO, 15-AX-1, 15-AX-2     AAA
  2004-4   30-AX-1, 30-AX-2                           AAA
  2004-4   B-1                                        AA
  2004-4   B-I-1                                      AA-
  2004-4   B-2                                        A
  2004-4   B-I-2                                      A-
  2004-4   B-3                                        BBB
  2004-4   B-I-3                                      BBB-
  2004-4   B-4, B-I-4                                 BB
  2004-4   B-5, B-I-5                                 B
  2004-9   A-3, A-4, A-5, A-6                         AAA
  2004-9   M-1                                        AA+
  2004-9   M-2                                        A+
  2004-9   M-3                                        BBB+
  2004-10  1-A-1, 2-A-1, 3-A-1, 4-A-1, 5-A-1, 5-A-2   AAA
  2004-10  5-A-3, 5-A-4, 5-A-5, 5-A-6, 5-A-7          AAA
  2004-10  15-PO, 30-PO, 15-AX-1, 15-AX-2, 30-AX      AAA
  2004-10  B-1                                        AA
  2004-10  B-2                                        A
  2004-10  B-3                                        BBB
  2004-10  B-4                                        BB
  2004-10  B-5                                        CCC
  2004-12  1-A-1, 5-A-1, 5-A-2, 5-A-3, 5-A-4, 5-A-5   AAA
  2004-12  5-A-6, 6-A-1, 6-A-2, 6-A-3, 6-A-4          AAA
  2004-12  PO, 1-A-X, A-X, 2-A-1, 3-A-1, 4-A-1        AAA
  2004-12  2-A-X, 3-A-X, 4-A-X                        AAA
  2004-12  B-1                                        AA
  2004-12  B-I-1                                      AA-
  2004-12  B-2                                        A
  2004-12  B-I-2                                      A-
  2004-12  B-3                                        BBB
  2004-12  B-I-3                                      BBB-
  2004-12  B-4, B-I-4                                 BB
  2004-12  B-5, B-I-5                                 B


MBS MANAGEMENT: Section 341(a) Meeting Scheduled on January 29
--------------------------------------------------------------
The U.S. Trustee for Region 5 will convene a meeting of M.B.S.
Management Services LLC and its debtor-affiliates' creditors on
Jan. 29, 2008, at 1:00 p.m., at 600 S. Maestri Street at F. Edward
Hebert Federal Building in Room 111.

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

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

                 About M.B.S. Management Services

Metairie, Louisiana-based M.B.S. Management Services Inc. and its
debtor-affiliates are real estate agents and manager, specializing
in the management of multifamily properties.  MBS Management
provides the real estate debtors with leasing, maintenance
coordination, on-site and regional management.  In most instances,
MBS Management has engaged Gray Star or Lincoln Property Company
to handle the property management for the Real Estate Debtors.

The Debtors filed for chapter 11 bankruptcy on Nov. 5, 2007
(Bankr. E.D. La. Lead Case No. 07-12151).  Tristan E. Manthey,
Esq., Jan Marie Hayden, Esq., and Douglas S. Draper, Esq. at
Heller, Draper, Hayden, Patrick & Horn and Patrick S. Garrity,
Esq., and William E. Steffes, Esq., at Steffes Vingiello &
McKenzie LLC represent the Debtors in their restructuring efforts.
No case trustee, examiner, or creditors' committee has been
appointed in the Debtors' case.

M.B.S.-The Trails Ltd. and M.B.S.-Fox Chase Ltd., affiliates of
the Debtor, filed separate chapter 11 petitions on Dec. 4, 2007
(Bankr. N.D. Tex. Case Nos. 07-45430 and 07-45431, respectively).
MBS-The Trails and MBS-Fox listed assets and debts between
$1 million and $10 million when they filed for bankruptcy.


MEDIACOM COMMS: Asks "Emergency" Waiver to FCC's All-Digital Plan
-----------------------------------------------------------------
Mediacom Communications Corporation asked the Federal
Communications Commission late last week for an "emergency" waiver
to FFC's integrated set-top ban designed for the digitalization of
cable systems prior to Feb. 17, 2009, Todd Spangler writes for the
Multichannel News.

An FCC rule that became effective July 1 last year, requires cable
companies to specifically use set-top boxes with removable cable
cards managing security functions and for local TV companies to
cut off its analog systems, Multichannel says.

Mediacom said that without the waiver, it may need to close some
of its "isolated" systems that caters about 117,000 or 9% of its
customers, Multichannel relates.

The company explained that its "technical, competitive and
regulatory circumstances" as reasons for its inability to feasibly
upgrade its systems on time, Multichannel reports, citing
Mediacom's waiver request.

Multichannel quoted an e-mail message sent by Thomas J. Larsen,
Mediacom legal affairs vice president that states he can't
determine what particular systems will become fully digital before
February next year.

The company reasoned that in order to the upgrading of its cable
facility to become economically sound, a less expensive Motorola
set-top boxes must be mounted to free bandwidth in the rural
regions, Multichannel relates.

Mediacom assures that once its waiver request has been granted, it
will issue public notice within 60 days of shifting to a fully
digital network, Multichannel adds.

                  About Mediacom Communications

Middletown, New York-based Mediacom Communications Corporation
(NASDAQ: MCCC) -- http://www.mediacomllc.com/-- is a cable
television company involved in the acquisition and development of
cable systems serving smaller cities and towns in the United
States.  Through these cable systems, the company provides
entertainment, information and telecommunications services to its
subscribers.  The company provides its customers with an array of
products and services, including analog and digital video
services; advanced video services, such as video-on-demand, high-
definition television and digital video recorders; high-speed
data, also known as high-speed Internet access or cable modem
service, and phone service.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services placed its ratings on Mediacom
Communications Corp., including the 'BB-' corporate credit rating,
on CreditWatch with negative implications.  About $3.2 billion of
debt is outstanding.


MEDIACOM COMMS: Sept. 30 Balance Sheet Upside-Down by $187.5 Mil.
-----------------------------------------------------------------
Mediacom Communications Corp.'s consolidated balance sheet at
Sept. 30, 2007, showed $3.63 billion in total assets and
$3.82 billion in total liabilities, resulting in a $187.5 million
total stockholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $118.0 million in total current
assets available to pay $394.3 million in total current
liabilities.

The company reported a net loss of $34.7 million on $328.3 million
in revenues for the third quarter ended Sept. 30, 2007, versus a
net loss of $89.8 million on revenues of $305.6 million in the
comparable period in 2006.

Revenues rose 7.4%, largely attributable to growth in data and
phone customers.  Average total monthly revenue per basic
subscriber grew 12.2%.  Revenue generating units grew 5.4% and
average total monthly revenue per RGU grew 1.5%.

Total operating costs grew 8.6% primarily due to (i) recurring
expenses related to growth in the company's phone and data
services, (ii) increases in programming unit costs, and (iii)
greater marketing, bad debt and telecommunications expenses.

As a result Adjusted OIBDA increased by 5.4%.  Adjusted OIBDA
excludes non-cash, share-based compensation charges.

Operating income decreased by 0.9% due primarily to higher
depreciation and amortization, largely offset by the increase in
Adjusted OIBDA.

                 Liquidity and Capital Resources

Free cash flow was negative $19.7 million for the nine months
ended Sept. 30, 2007, as compared to positive $6.8 million in the
prior year period.

At Sept. 30, 2007, the company had total debt outstanding of
$3.19 billion, of which $89.6 million matures within the twelve
months ending Sept. 30, 2008.  As of the same date, the company
had unused credit facilities of about $704.6 million, all of which
could be borrowed and used for general corporate purposes based on
the terms and conditions of the company's debt arrangements.

              Stock Repurchase Program and Activity

During the three months ended Sept. 30, 2007, the company
repurchased 4,196,419 shares of its Class A Common Stock for an
aggregate cost of $34,704,468.  As of Sept. 30, 2007, no funds
were available under the company's stock repurchase program.

On Nov. 1, 2007, the company's Board of Directors authorized a new
$50.0 million Class A common stock repurchase program.

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?2749

                  About Mediacom Communications

Based in Middletown, New York, Mediacom Communications Corporation
(Nasdaq: MCCC) -- http://www.mediacomcc.com/-- is a cable
operator focused on serving the smaller cities and towns in the
United States.  Mediacom Communications offers a wide array of
broadband products and services, including traditional video
services, digital television, video-on-demand, digital video
recorders, high-definition television, high-speed Internet access
and phone service.


MERITAGE HOMES: Posts $118.6 Million Net Loss in 2007 3rd Quarter
-----------------------------------------------------------------
Meritage Homes Corporation reported a net loss for the third
quarter ended Sept. 30, 2007, of $118.6 million, compared to net
earnings of $59.5 million in the third quarter 2006.

The results included pre-tax, non-cash real estate-related and
joint venture valuation adjustments totaling $172.0 million and
goodwill-related write-off of $45.0 million in the third quarter
of 2007.  Total charges, after tax effects, combined to reduce net
earnings by $132.0 million.  Excluding these charges, adjusted net
earnings for the third quarter were $14.0 million in 2007,
compared to $65.0 million in 2006.  There were $8.0 million of
charges related to real estate assets and no goodwill write-downs
in the third quarter 2006.

The real estate-related charges included $100.0 million write-
downs of inventory on continuing projects, $49.0 million for
terminated projects, and $23.0 million relating to joint ventures.
The continued weakness and expectations that the downturn of the
housing market will be deeper and longer than previously
anticipated caused the company to evaluate and write off
$45.0 million of goodwill.

"We are pleased to report that Meritage generated positive cash
flow from operations this quarter, and maintained operating
profitability before our real estate charges and goodwill write-
offs, which were primarily non-cash," said Steven J. Hilton,
chairman and chief executive officer of Meritage.  He continued,
"Current market conditions are as weak as they've been for many
years, and it's unclear when conditions will improve.  Home
sellers are reducing prices to compete aggressively for fewer
buyers, and buyers are looking for prices to stabilize before
purchasing.  The precipitous declines in states like Florida,
California and Nevada are well-known, and sales in Texas also
slowed noticeably this quarter.  While conditions remain weak, we
are operating much more conservatively, and protecting our balance
sheet with a strategy of positioning the company to capitalize on
opportunities in traditional high-growth markets when homebuilding
rebounds.

"In order to strengthen our balance sheet and reduce debt, we
liquidated over 11.0% of our spec inventory this quarter,
renegotiated or opted out of about 6,000 lot purchases under
option contracts, and reduced our total lot supply by 20.0%.
These actions contributed to our $88.0 million turnaround in cash
flow from last quarter, and resulted in us achieving positive cash
flow from operations earlier than we had projected.  These
improvements should continue to benefit our liquidity and future
cash flow."

Third quarter home closing revenue was $574.7 million in 2007,
compared to $875.7 million in 2006.  This 34.0% revenue decline
reflects a 9.0% reduction in ASP on 28.0% fewer home closings.

Gross margin was 14.8% excluding $148.0 million of real estate-
related charges recorded in the third quarter of 2007
(-10.9% including real estate valuation adjustments.)  Prior year
gross margin was 21.2% excluding approximately $8.0 million of
real estate-related charges in the third quarter of 2006, or 20.3%
after these charges.

As a result of reduced compensation expenses and other cost
reductions totaling $13.0 million, general and administrative
expenses were 38.0% lower than one year earlier, and declined
21 bps to 3.7% of home closing revenue.  Commissions and other
selling costs declined 11.0% from the prior year, yet rose as a
percentage of home closing revenue due to a more competitive
selling environment.

Softer demand, coupled with higher cancellation rates, reduced net
orders to 1,435 homes with a total value of $390.0 million in the
third quarter of 2007, compared to 1,870 orders valued at
$581.0 million in 2006.  The 23.0% decline in net home orders,
combined with a 12.0% lower ASP, resulted in a 33.0% year-over-
year reduction in order value.  The company's order cancellation
rate in the third quarter of 2007 rose to approximately 41.0% of
gross orders, from 37.0% in both the third quarter 2006 and the
second quarter 2007.

                  Year-To-Date Operating Results

Meritage reported a net loss of $160.0 million for the first nine
months of 2007, compared to net earnings of $216.3 million for the
first nine months of 2006.  The 2007 results included pre-tax real
estate-related and joint venture valuation adjustments of
$269.0 million, and goodwill-related write-offs of $73.0 million,
which together reduced net earnings from homebuilding operations
by $214.0 million after tax.

Year-to-date home closing revenue for 2007 was $1.72 billion,
generated from 5,548 homes closed at an ASP of approximately
$310,000.  First three quarters 2006 home closing revenue was
$2.62 billion, generated from 7,886 homes closed at an ASP of
approximately $333,000.

               Order Backlog/Real Estate Inventory

Order backlog stood at 3,379 homes valued at $1.0 billion on
Sept. 30, 2007, compared to 5,084 homes valued at $1.7 billion on
Sept. 30, 2006.  An 8.0% year-over-year decline in the ASP of
homes in backlog, on 34.0% lower volume, resulted in 39.0% lower
backlog value than one year ago.

"Our real estate inventory peaked at $1.65 billion as of June 30,
2007, and decreased this quarter to $1.54 billion, as a result of
reducing our inventories of unsold homes to 1,233 at Sept. 30, the
slowing of lot purchases in the third quarter and the impact of
our real estate valuation adjustments.  In addition, we terminated
options to purchase about 6,000 lots, with a total purchase price
of approximately $280.0 million, avoiding cash outflows," said
Larry Seay, executive vice president and chief financial officer
of Meritage.  "Since the beginning of 2006, we have terminated
options covering over 15,000 lots with a total purchase price of
more than a billion dollars.  Had we owned these land positions,
we believe we would have incurred much greater write-offs as real
estate values deteriorated.

                            Total Debt

Meritage reduced total debt to $884.0 million during the quarter,
from $903.0 million at June 30, 2007, and total funds available
under its existing bank credit facility stood at $442.0 million at
Sept. 30, 2007, after considering the facility's borrowing base
availability and most restrictive covenants.  Net debt-to-capital
ratio was 50.0% as of Sept. 30, 2007, compared to 42.0% at
Sept. 30, 2006, resulting from a reduction in book value due to
asset charges.  Interest coverage ratio was 3.7 times interest
incurred, based on trailing four quarters' EBITDA as adjusted to
exclude non-cash charges.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.07 billion in total assets, $1.22 billion in total liabilities,
and $852.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?273a

                       About Meritage Homes

Headquartered in Scottsdale, Arizona, Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- is ranked by
Builder magazine as the 12th largest homebuilder in the U.S.,
ranked #580 on the 2007 Fortune 1000 list.  Meritage operates in
many of the historically dominant homebuilding markets of the
southern and western United States, including six of the top 10
single-family housing markets in the country for 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's lowered the ratings of Meritage Homes Corporation,
including its corporate family rating to B1 from Ba3, and its
senior unsecured notes rating to B1 from Ba3.  The ratings outlook
is negative.


MOMENTIVE PERFORMANCE: Moves Exchange Offer Expiry to January 29
----------------------------------------------------------------
Momentive Performance Materials Inc. is extending the expiration
date for the exchange offer for its 9-3/4% Senior Notes due 2014;
9% Senior Notes due 2014; 10-1/8%/10-7/8% Senior Toggle Notes due
2014; and 11-1/2% Senior Subordinated Notes due 2016 until 5:00
p.m., New York City time, on Tuesday, Jan. 29, 2008.

On Dec. 20, 2007, Momentive Performance has commenced offers to
exchange up to:

   -- $765,000,000 aggregate principal amount of its
      9-3/4% Senior Notes due 2014;

   -- EUR275,000,000 aggregate principal amount of its 9%
      Senior Notes due 2014;

   -- $300,000,000 aggregate principal amount of its 10-1/8%/
      10-7/8% Senior Toggle Notes due 2014;

   -- $500,000,000 aggregate principal amount of its 11-1/2%
      Senior Subordinated Notes due 2016 registered under the
      Securities Act of 1933.

These notes will be exchanged for an equal principal amount of its
9-3/4% Senior Notes due 2014, 9% Senior Notes due 2014,
10-1/8%/10-7/8% Senior Toggle Notes due 2014, 11-1/2% Senior
Subordinated Notes due 2016, which were issued without
registration under the Securities Act.

The exchange notes are substantially identical to the outstanding
notes, except that the exchange notes will not be subject to
transfer restrictions or entitled to registration rights, and the
additional interest provisions applicable to the outstanding notes
in some circumstances relating to the timing of the exchange offer
will not apply to the exchange notes.

The outstanding notes were issued initially by the company, and
the exchange notes will be issued by the company and guaranteed by
Momentive Performance Materials USA Inc., Momentive Performance
Materials Worldwide Inc., Momentive Performance Materials China
SPV Inc., Momentive Performance Materials South America Inc., MPM
Silicones LLC and Momentive Performance Materials Quartz Inc.

The exchange notes will represent the same debt as the outstanding
notes and the company will issue the exchange notes under the same
indentures.

              About Momentive Performance Materials

Based in Wilton, Connecticut, Momentive Performance Materials Inc.
--  -- http://www.momentive.com/-- is a specialty materials
company, providing high-technology materials solutions to the
silicones, quartz and ceramics markets.  Momentive Performance
Materials Inc. is controlled by an affiliate of Apollo Management
L.P.

                          *     *     *

Standard & Poor's placed Momentive Performance Materials' long
term foreign and local issuer credit ratings at 'B' in November
2006.  The ratings still hold to date with a stable outlook.


MORGAN STANLEY: Stable Performance Cues Fitch to Affirm Ratings
---------------------------------------------------------------
Fitch Ratings has affirmed Morgan Stanley Capital I Trust
commercial mortgage pass-through certificates, series 2003-IQ5 as:

  -- $42.6 million class A-2 at 'AAA';
  -- $60.0 million class A-3 at 'AAA';
  -- $373.7 million class A-4 at 'AAA';
  -- Interest-only classes X-1 and X-2 at 'AAA';
  -- $22.4 million class B at 'AAA';
  -- $30.2 million class C at 'AA+';
  -- $7.8 million class D at 'AA-';
  -- $5.8 million class E at 'A+';
  -- $6.8 million class F at 'A-';
  -- $7.8 million class G at 'BBB';
  -- $5.8 million class H at 'BBB-';
  -- $2.9 million class J at 'BB+';
  -- $4.9 million class K at 'BB';
  -- $2.9 million class L at 'B+';
  -- $1.9 million class M at 'B';
  -- $1.0 million class N at 'B-'.

Class A-1 has paid in full.  Fitch does not rate the $7.8 million
class O.

The affirmations are the result of stable pool performance since
Fitch's last rating action.  As of the January 2008 distribution
date, the pool's aggregate principal balance has decreased 25% to
$584.3 million from $778.8 million at issuance. Seven loans
(16.3%) are defeased.

Six loans (33.5%) were shadow rated investment grade at issuance.
International Plaza (6%) and 55 East Monroe (7.5% at issuance)
have paid in full and two other loans are defeased.

Two Commerce Square (9.4%) is secured by a 40-story class A office
building totaling 953,276 square feet located in Philadelphia,
Pennsylvania.  Two of the four pari-passu notes (A-1 and A-2)
serve as collateral for this transaction.  As of year end 2006,
occupancy was 93.4% in line with issuance at 97.4%.

3 Times Square (5.2%) remains stable demonstrated by its September
2007 occupancy of 98.9%, up slightly since issuance.  3 Times
Square is secured by an 883,405 sf office building located in
Manhattan.


MUSICLAND HOLDING: Court Confirms Second Amended Liquidation Plan
-----------------------------------------------------------------
Finding that Musicland Holding Corp. and its debtor-affiliates'
Second Amended Liquidation Plan complies with the statutory
requirements, the Honorable Stuart M. Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York confirmed
the Debtors' Plan on Jan. 18, 2007.

All of the objections to confirmation of the Plan that were not
withdrawn, resolved or rendered moot, were overruled.

Judge Bernstein held that a reserve of $6,300,000 in the
aggregate for Allowed Administrative Claims and Allowed Priority
Claims is sufficient for the Debtors to be able to fulfill their
obligations under the Plan.

                 Court Resolves Wachovia Dispute

To address the objection filed by Wachovia Bank, National
Association, based on indemnification claims arising out of an
action filed against it, the Court held that there will be no
further distributions from the Debtors' estates to any members of
Class 3, including without limitation, current or former members
of the Informal Committee of Secured Trade Vendors, or to any
members of Class 4, general unsecured creditors, absent:

   (a) an agreement in writing by and among Wachovia, the
       Responsible Person, and the Plan Committee;

   (b) a final non-appealable order concluding the Litigation
       with no finding of liability against Wachovia; or

   (c) further order of the Court.

At the conclusion of the Litigation, but no later than 30 days
from the conclusion of the Litigation pursuant to a final non-
appealable order, Wachovia may apply to the Court for a
determination of the amount, if any, of any additional
administrative claim for the Debtors' indemnification
obligations, the allowed amount of which will be paid in
accordance with the terms of the Plan and prior to any
distribution to any current or former members of Class 3 or
Class 4.  The Secured Trade Vendors, the Plan Committee and the
Responsible Person reserve all rights to object to any
application.

This will not prohibit distributions to be made under the Plan to
(a) other holders of allowed administrative or priority unsecured
claims, or (b) allowed pre-confirmation professional fees, Judge
Bernstein clarified.

Furthermore, the Court directed the Debtors to transfer to
Wachovia $250,000, which funds (i) will be held by Wachovia in an
interest-bearing special reserve account, and (ii) may be used to
pay reasonable fees and expenses incurred by Wachovia's
professionals in defending the Litigation.

Funds from the Special Reserve may only be disbursed in
accordance with specified procedures.  Any unused funds from the
Special Reserve will be promptly returned to the Debtors
following:

   -- the entry of a final non-appealable order concluding the
      Litigation with no finding of liability against Wachovia,

   -- an agreement in writing by and among Wachovia, the
      Responsible Person and the Plan Committee; or

   -- further order of the Court that Wachovia is not entitled to
      be paid the amounts.

If the disbursement of funds by Wachovia causes the balance of
the Special Reserve to become $50,000 or less, the Debtors will
transfer to Wachovia sufficient funds to replenish the Special
Reserve to its original balance of $250,000.  For disbursements
to be made from the Special Reserve, Wachovia's professionals
will serve copies of their monthly fee statements on Wachovia,
the Responsible Person and the Plan Committee.

These Parties will have 10 days to object, with reasonable
specificity, in writing, to items which any of the Parties
contend should not be paid.  Until a final non-appealable order
is entered against Wachovia in the Litigation, the only basis
upon which the fees and expenses of Wachovia may be challenged or
disputed will be the reasonableness of particular items set forth
in the monthly fee statements.

In the event that no objection is made, or with respect to the
balance of fees and expenses for which no objection has been
received, Wachovia will be authorized to pay the fees and expenses
out of the Special Reserve.  In the event a timely objection is
received, the Parties will first endeavor to resolve consensually
the objection, failing which, the objection will be submitted to
and resolved by the Court.

All monthly fee statements submitted by professionals retained
post-confirmation by the Responsible Person or the Plan Committee
will be served on the Parties, absent:

   a) an agreement in writing by and among Wachovia, the
      Responsible Person and the Plan Committee;

   b) a final non-appealable order concluding the Litigation with
      no finding of liability against Wachovia; or

   c) further order of the Court.

The Parties have 10 days to object, with reasonable specificity,
in writing, to the payment of the fees.  In the event that no
objection is made, or with respect to the balance of fees and
disbursements for which no objection has been received, the
Responsible Person will be authorized to pay the fees.  If a
timely objection is received, the Parties will first endeavor to
resolve consensually the objection, failing which, the objection
will be submitted to and resolved by the Court.

The rights of each of Wachovia, the Secured Trade Vendors and the
Responsible Person, which arise out of or relate to the dispute,
which is the subject of the Litigation, including without
limitation the rights of the parties under an Intercreditor
Agreement, are expressly preserved.  In the event that a final
non-appealable judgment is entered against Wachovia in the
Litigation, the Parties will have the right to seek disgorgement
from Wachovia of any and all disbursements from the Special
Reserve in payment of fees and expenses incurred by Wachovia's
professionals in defending the Litigation, and Wachovia will have
the right to oppose the application.

                     ACE and ESIS Agreements

Pacific Employers Insurance Company, ACE American Insurance
Company, other members of the ACE group of companies, and ESIS,
Inc. can continue to perform under their agreements with the
Debtors, Judge Bernstein said.

Pursuant to the Plan, the Responsible Person will be responsible
for the Debtors' performance of non-financial obligations under
the agreements with ACE and ESIS, like notice of claims and
cooperating in the investigation and defense of claims.

To the extent the financial obligations of the Debtors or other
insureds are not performed, including the obligations to pay
premiums and to pay the insureds' share of losses and expenses,
nothing will alter, amend or modify the remedies available to ACE
or ESIS under their agreements with the Debtors, including the
rights of ACE or ESIS to satisfy those obligations from any
collateral or Paid Loss Deposit Funds currently being held by ACE
or ESIS.

                        Releases and Fees

Neither the Plan nor the confirmation order discharges or releases
any third party from liability for claims that may exist under
bankruptcy or non-bankruptcy law.

All requests for payment of Fee Claims for services rendered
through the Confirmation Date must be filed with the Court no
later than 45 days following the Confirmation Date.  The
Professionals will jointly file their Fee Claims with their third
interim application for compensation and reimbursement of
expenses covering the time period Dec. 1, 2006, through the
Confirmation Date.  Any and all prior deadlines for filing Third
Interim Fee Applications are vacated.

According to Judge Bernstein, the deadline for the Confirmation
Order to become a Final Order is extended until Jan. 31, 2008,
and the deadline for the occurrence of the Effective Date is
extended until February 29.

A full-text copy of the order confirming the Debtors' Second
Amended Joint Plan of Liquidation is available for free at:

              http://researcharchives.com/t/s?2750

                    About Musicland Holding

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


NOLAND-DECOTO: M.A. West Meets Court's Acquisition Requirements
---------------------------------------------------------------
M.A. West Rockies in Nevada, pursuant to the U.S. Bankruptcy Court
for the Eastern District of Washington's order, paid $1.88 million
in cash for the assets of Noland-Decoto Flying Service Inc.
including an 8-acre real estate property, Mai Hoang writes for
Yakima Herald.

Further, Noland-Decoto obeyed the Court's order to pay $11,000
rental dues to Yakima Air Terminal, Yakima Herald relates.

Yakima Herald reports that Noland-Decoto continues to obtain
revenues from its fuel service, rental of hangars and office
spaces.  The sale, Yakima Herald notes, is favorable for M.A. West
since the purchase price of the property is below the current
value of $1.8 million to $2 million.

Meanwhile, the city of Yakima continues to express interest in
owning the property and intends to "be involved" if M.A. West puts
the property on sale, Yakima Herald says, citing airport manager,
Buck Taylor.

As reported in the Troubled Company Reporter on Jan. 14, 2008,
The Hon. Frank L. Kurtz of Eastern District of Washington will
appoint a chapter 11 bankruptcy trustee in Noland-Decoto's case
unless buyer, M.A. West Rockies in Nevada, can generate $1.88
million in cash by 4:00 p.m. on January 14.

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

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

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

                About Noland-Decoto Flying Service

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

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

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


NOVASTAR HOME: American Interbanc Files Involuntary Ch. 7 Petition
------------------------------------------------------------------
American Interbanc Mortgage LLC, along with two other parties, has
filed an involuntary Chapter 7 bankruptcy petition against
NovaStar Home Mortgage Inc. yesterday with the U.S. Bankruptcy
Court for the Western District of Missouri, Kansas City Division.

NovaStar Home is a subsidiary of NovaStar Financial Inc.

In the involuntary petition, American Interbanc disclosed that
NovaStar Home owed it $48,878,537.13 in judgment debt.  The two
other parties, Lucy Fredich, and Richard Burden, declared a
borrower refund claim for $46.38 and $96.55 respectively.

                   American Interbanc Dispute

In a regulatory filing with the U.S. Securities and Exchange
Commission on Form 10-Q for the quarter ended Sept. 30, 2007,
NovaStar Financial disclosed that in n March 2002, an action was
filed against NovaStar Home in the Superior Court of Orange
County, California entitled "American Interbanc Mortgage, LLC v.
NovaStar Home Mortgage, Inc. et. al." alleging that NovaStar Home
and two other mortgage companies engaged in false advertising
under a California statute permitting lawsuits by a competitor.

American Interbanc amended its complaint subsequently to allege
also that the defendants engaged in unfair competition under a
different California statute and interfered intentionally with
American Interbanc's prospective economic relations.

On May 4, 2007, a jury returned a verdict by a 9-3 vote awarding
plaintiff $15.9 million. The court trebled the award, made
adjustments for amounts paid by settling defendants, and entered a
$46.1 million judgment against defendants on June 27, 2007.
NovaStar Home appealed the decision citing that it had a negative
net worth and no ability to pay the judgment.

As of Sept. 30, 2007, the judgment amount was $47.2 million
including interest.

                          About NovaStar

NovaStar Home Mortgage Inc. is a subsidiary of NovaStar Financial
Inc.  Headquartered in Kansas City, Missouri, NovaStar Financial
(NYSE: NFI) -- http://www.novastarmortgage.com/-- is a specialty
finance company that originates, purchases, securitizes, sells and
invests in loans and mortgage-backed securities.  The company also
services a large portfolio of residential loans.

NovaStar Financial's balance sheet as of Sept. 30, 2007, showed
total assets of $4.54 billion, total liabilities of $4.62 billion,
resulting in total stockholders' deficit of $80.7 million.


NOVASTAR HOME: Involuntary Chapter 7 Case Summary
-------------------------------------------------
Alleged Debtor: Novastar Home Mortgage, Inc.
                8140 Ward Parkway
                Kansas City, MO 64114-2006

Case Number: 08-40245

Involuntary Chapter 7 Petition Date: January 23, 2008

Court: Western District of Missouri (Kansas City)

Petitioners' Counsel: Larry E. Parres, Esq.
                      Lewis, Rice & Fingersh
                      500 North Broadway Street, Suite 2000
                      St. Louis, MO 63102
                      Tel: (314) 444-7660
                      Fax: (314) 612-7660

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
American Interbanc Mortgage,   Judgment Debt         $48,878,537
LLC
4 Park Plaza, Suite 100
Irvine, CA 92614

Richard Burden                 Borrower Refund Debt         $96
16564 Ocotilla Road
Apple Valley, CA 92307

Lucy Fredich                   Borrower Refund Debt         $46
P.O. Box 2347
Sandy, UT 84091


PANTHER/DCP: Case Summary & 59 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Panther/D.C.P. Intermediate Holdings, L.L.C.
             280 Park Avenue
             New York, NY 10017

Bankruptcy Case No.: 08-10238

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        P.R.C., L.L.C.                             08-10239
        P.R.C. B2B, L.L.C.                         08-10240
        Precision Response of Pennsylvania, L.L.C. 08-10241
        Access Direct Telemarketing, Inc.          08-10242

Type of Business: The Debtors provide outsourced services in both
                  the "Customer Care" and the "Sales & Marketing"
                  segments of the business process outsourcing
                  industry.  They operate through two business
                  divisions: Business-to-Consumer (B2C) and
                  Business-to-Business (B2B).  The B2C division
                  manages customer interactions on behalf of the
                  Debtors' clients through a global network of
                  integrated contact centers using telephone, e-
                  mail, interactive voice response, and web-based
                  applications.  The B2B division helps clients
                  design, implement, and manage sales strategies
                  targeted at business customers. The Debtors
                  provide critical information to each client's
                  sales team(s), such as identifying highly
                  probable and valuable sales leads.  See
                  http://www.accdir.com/

Chapter 11 Petition Date: January 23, 2008

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Alfredo R. Perez, Esq.
                  Weil, Gotshal & Manges, L.L.P.
                  700 Louisiana, Suite 1600
                  Houston, TX 77002
                  Tel: (713) 546-5040
                  Fax: (713) 224-9511

Debtors' Consolidated Estimated Financial Condition as of December
31, 2007:

Total Assets: $354,000,000

Total Debts:  $261,000,000

A. Panther/D.C.P. Intermediate Holdings, LLC does not have any
   creditors who are not insiders.

B. P.R.C., LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Advanced Contact Solutions,    Trade Debt            $14,800,065
Inc.
17315 West Sunset Boulevard,
Unit B
Pacific Palisades, CA 90272

      -- and --

Attention: Victor M. Endaya
9th Floor, Citibank Center
8471 Paseo de Roxas
1200 Makati City, Philippines

Verizon Network Integration    Trade Debt            $4,860,066
Corp.
One Verizon Way
Basking Ridge, NJ 07920

      -- and --

Attention: Procurement Legal
Counsel
255 Parkshore Drive
Folsom, CA 95630

      -- and --
Attention: Procurement Manager
52 East Swedesford Road
Malvern, PA 19355-1488

      -- and --

P.O. Box 650457
Dallas, TX 75265-0457

I.A.C./InterActiveCorp         Employee benefits     $2,625,000
152 West 57th Street,
42 Floor
New York, NY 10019

      -- and --

Attention: Karen E. Bertero,
Esq.
Gibson, Dunn & Crutcher,
L.L.P.
333 South Grand Avenue
Los Angeles, CA 90071

A.T.&T.                        Trade Debt            $1,742,009
One A.T.&T. Way
Bedminster, NJ 07921-0752

      -- and --

Attention: General Counsel
P.O. Box 78214
Phoenix, AZ 85062-8214

Verizon Business               Trade Debt            $881,299
22001 Loudon County Parkway
Ashburn, VA 20147

      -- and --

Attention: General Counsel
P.O. Box 905236
Charlotte, NC 28290

Nice Systems, Inc.             Trade Debt            $860,751
Attention: A./R. Department
301 Route 17 North, 10th Floor
Rutherford, NJ 07070

      -- and --

Attention: Legal Department
200 Plaza Drive, 4th Floor
Secaucus, NJ 07094

iEnergizer (U.S.A.), Inc.      Trade Debt            $856,000
A-37 Sector\u201360
Noida, India 201301

      -- and --

Attention: Adarsh Agarwal
1120 Avenue of the Americas
New York, NY 10036

Oracle Corp.                   Trade Debt            $756,155
500 Oracle Parkway
Redwood City, CA 94065

      -- and --

Attention: General Counsel
P.O. Box 71028
Chicago, IL 60694-1025

Miami Dade County Tax          Taxing Authority      $693,113
Collector
140 West Flagler Street,
Suite 1407
Miami, FL 33130-1575

Amov International             Trade Debt            $512,588
Teleservices, S.A.
Attention: Rosanna Urena
249, 27 de Febrero Avenue
Santo Domingo
Dominican Republic

U.S. Security Associates, Inc. Trade Debt            $355,391
200 Mansell Court East,
Suite 500
Roswell, GA 30076-4852

      -- and --

Attention: General Counsel
P.O. Box 931703
Atlanta, GA 31193

Sencommunications, Inc.        Trade Debt            $275,731
1611 Allison Woods Lane
Tampa, FL 33619-7873

Broward County Revenue         Taxing Authority      $253,653
Collector
Governmental Center Annex
115 South Andrews Avenue
Fort Lauderdale, FL 33301

      -- and --

Governmental Center Annex
815 Northeast 13th Street
Fort Lauderdale, FL 33301

C. Davis Electric Co., Inc.    Trade Debt            $208,420

Dell Marketing, L.P.           Trade Debt            $203,543

T.M.P. Worldwide, Inc.         Trade Debt            $200,637

Kroll Background America, Inc. Trade Debt            $189,762

Customized Support Service,    Trade Debt            $172,472
Inc.

P.R.C. Plaza Associates,       Trade Debt            $172,462
L.L.P.

American Express               Trade Debt            $124,707

C. P.R.C. B2B, LLC's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
American Express               Trade Debt            $152,508
World Financial Center
200 Vesey Street
New York, NY 10285

       -- and --

Attention: General Counsel
P.O. Box 360001
Fort Lauderdale, FL
33336-0001

Cistera Networks               Trade Debt            $37,846
Attention: Lori Anderson
17304 Preston Road, Suite 975
Dallas, TX 75252

Axis Enterprises, Inc.         Trade Debt            $7,853
578 Broadway, Suite 406
New York, NY 10012

Filterfresh Coffee Service     Trade Debt            $1,287

Insight Enterprises, Inc.      Trade Debt            $1,033

Office Max                     Trade Debt            $979

Greenhouse 2000                Trade Debt            $824

First Advantage S.B.S.         Trade Debt            $696

United Parcel Service          Trade Debt            $550

Securitas Security Systems,    Trade Debt            $470
U.S.A., Inc.

A. Brooks                      Trade Debt            $345

Harry\u2019s Famous Flowers         Trade Debt            $292

G.E. Capital Corp.             Trade Debt            $291

Graebel Orlando Movers         Trade Debt            $254

Tellmaginc, Inc.                                     $187

Embarq                         Trade Debt            $180

Business Technology Partners,  Trade Debt            $127
Inc.

Muzak                          Trade Debt            $97

Shred-It                       Trade Debt            $77

Quench U.S.A.                  Trade Debt            $72

D. Precision Response of Pennsylvania, LLC does not have any
   creditors who are not insiders.

E. Access Direct Telemarketing, Inc's 19 Largest Unsecured
Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
McLeod, U.S.A.                 Trade Debt            $66,907
P.O. Box 3243
Milwaukee, WI 53201-3243

S.E.R. Solutions, Inc.         Trade Debt            $15,314
45925 Horsehoe Drive,
Suite 150
Dulles, VA 20166

A.B.M. Janitorial North        Trade Debt            $14,297
Central 75
Remittance Drive, Suite 3048
Chicago, IL 60675-3048

A.D.T. Security Services, Inc. Trade Debt            $7,719
One Town Center Road

Qwest Communications           Trade Debt            $6,464

Phelan\u2019s Interiors             Trade Debt            $5,422

Verizon Business               Trade Debt            $3,119

Iowa Valley Community College  Trade Debt            $2,775

Aramark Uniform Services       Trade Debt            $2,534

Office Depot, Inc.             Trade Debt            $2,318

Hawkeye Community College      Trade Debt            $2,268

Midwest Computer Brokers       Trade Debt            $2,002

Alliant Energy                 Trade Debt            $1,901

Gerber Life Insurance Co.      Trade Debt            $1,900

A.T.&T.                        Trade Debt            $1,630

Midwest Athletic Club          Trade Debt            $1,614

Verizon Wireless               Trade Debt            $1,515

Treasurer\u2013State of Iowa        Trade Debt            $1,457

C.I.T. Technology Financial    Trade Debt            $1,343
Services, Inc.


PATRIOT HEALTH: State's Insurance Department to Liquidate Business
------------------------------------------------------------------
Insurance commissioner Roger Sevigny disclosed that the residual
affairs and business of Patriot Health Insurance Company Inc.,
which was placed in rehabilitation on Dec. 12, 2007, will be
liquidated in a proceeding supervised by the Merrimack County
Superior Court.

Commissioner Sevigny was appointed rehabilitator of Patriot
Healthcare by the Merrimack County Superior Court.

During the rehabilitation, MVP Health Plans of New Hampshire
assumed all of Patriot's outstanding insurance policies as of
Jan. 1, 2008.  The liquidation of the residual affairs and
business of Patriot does not affect healthcare claims incurred on
or after Jan. 1, 2008 on policies transferred to MVP.

The order of liquidation was entered by the Court on Jan. 22,
2008.  Persons with a claim under a Patriot policy or with a non-
policy claim incurred prior to Jan. 1, 2008 will have their claims
considered in the context of the liquidation.

Patriot subscribers or members, or healthcare providers submitting
a claim on behalf of a Patriot subscriber or member, with a
covered medical claim incurred before Jan. 1, 2008, need not file
a separate proof of claim unless the claim is not submitted by
July 18, 2008.  The commissioner has indicated that prior Jan. 1,
2008 medical claims should be submitted as in the past (on the
same forms and to the same address), and any medical claim
questions should be directed to the contact number appearing on
Patriot membership cards: (800) 597-7728.

Generally, the payment of pre-January 1 policy-related claims will
be funded by the New Hampshire Life and Health Insurance Guaranty
Association.  The Guaranty Association is an association of
insurers created by law to protect, subject to certain
limitations, persons against failure in the performance of
contractual obligations of life and health insurance policies
issued by a member company that becomes insolvent.  The maximum
amount paid by the Guaranty Association on covered claims is
$100,000 per covered person.

By law a provider of medical services in New Hampshire who
participates in the health insurer's provider network is required
to look only to the covered person's insurer for payment and is
not legally permitted to recover directly from the covered person
should the insurer fail to meet its obligations.

Producers, attorneys, vendors, and other general creditors of
Patriot needs to file a proof of claim with the liquidator in
order to preserve their claim.  These claims would include earned
commissions and goods and services provided by vendors and trade
creditors before Dec. 12, 2007, the date Patriot was placed into
rehabilitation.  Payment of these claims may be made in the
future, but only in the event that sufficient assets are available
to pay all higher priority claimants, including persons with
policy-related claims, in accordance with law.  Vendors who
provided products or services after the entry of the
rehabilitation order on Dec. 12, 2007, will be paid in the
ordinary course of business and need not file a proof of claim.

                        Patriot in the Red

According to Commissioner Sevigny, the rehabilitation of Patriot
was because its surplus had fallen below the minimum level
required by law in order to facilitate the assumption of Patriot's
insurance business by another health and accident insurer.

New Hampshire Union Leader News reported on Jan. 14, 2008, citing
Patriot's chief executive officer Nicholas J. Vailas, that Patriot
continued to incur losses that prevented its ability to pool
additional capital, hence its rehabilitation.

According to the report, Patriot suffered at least $2.8 million in
operating losses on $13 million revenues during the three quarters
of 2007.

                        About MVP Health

MVP Health Insurance Company of New Hampshire is an affiliate of
MVP Insurance Company -- http://www.mvphealthcare.com/-- located
in Schenectady, New York.  MVP is a full-service employee health
benefits company that serves members throughout upstate and
central New York, Vermont and New Hampshire.  Founded in 1983,
MVP offer a wide range of coverage options for a wide spectrum of
employers.  MVP's large provider network includes thousands of
area doctors and specialists.

             About New Hampshire Insurance Department

The New Hampshire Insurance Department --
http://www.nh.gov/insurance/-- is located in Concord, New
Hampshire.  It was established in 1851, the first insurance
regulatory agency in the United States.  The responsibilities of
the Insurance Department are codified by the provisions of RSA
400-A of the Insurance Laws.  The Insurance Commissioner is
charged with the enforcement of insurance laws of the State of New
Hampshire, including collection of premium taxes and fees,
regulation of all insurance companies, agents and adjusters.

                    About Patriot Healthcare

Located in Manchester, New Hampshire, Patriot Healthcare Insurance
Company, Inc. -- http://www.patriothealthcare.com/-- is a health
insurance company that offers employers and employees health
insurance with ample benefits and quality of care.  Its product
portfolio includes consumer-driven and co-payment plans.  Each
plan creates a complete health insurance solution that meets the
needs employees as well as the goals of the employers' budget.


PEP BOYS: Posts $28 Million Net Loss in Third Quarter Ended Nov. 3
------------------------------------------------------------------
The Pep Boys - Manny, Moe & Jack reported a net loss of
$28.0 million for the thirteen weeks ended Nov. 3, 2007, compared
with a net loss of $10.9 million in the corresponding period ended
Oct. 28, 2006.

Total revenues for the thirteen weeks ended Nov. 3, 2007, were
$535.4 million, as compared to the $550.8 million for the thirteen
weeks ended Oct. 28, 2006.

Total revenues for the third quarter decreased 2.8%, with a 2.9%
comparable revenues decrease, resulting primarily from a decline
in retail and commercial merchandise sales.  Comparable
merchandise sales decreased 4.1%, while comparable service revenue
increased 2.6%.  The decline in merchandise sales was due
primarily to reduced customer count, fewer promotional offerings
and the removal of commercial delivery from fifty-five stores.
Service revenues were driven by a greater allocation of the
company's advertising spend to service offerings, improved
staffing, fewer package discounts and improved overall pricing
conditions.

During the third quarter of fiscal 2007, the company recorded a
$3.1 million executive severance and $6.2 million legal
settlements and reserves.  During the third quarter of fiscal
2006, the company recorded a $4.6 million litigation settlement.

Net loss for the third quarter of fiscal 2007 was greater than the
net loss from the prior year primarily from the impairment of
inventory and the pending closure of 31 low-return stores
partially offset by lower selling, general and administrative
expenses and interest expense.

                           Nine Months

Total revenues for the nine months ended Nov. 3, 2007, were
$1.64 billion as compared to the $1.69 billion recorded last year.

Net loss of $20.6 million for fiscal 2007, was greater than the
$10.3 million net loss from the prior year primarily from the
impairment of inventory and the pending closure of 31 low-return
stores partially offset by improved gross profit service revenue,
lower selling, general and administrative expenses and interest
expense.

CFO Harry Yanowitz commented, "We were pleased with the continuing
improvement of our service center business which yielded a 4.5%
comparable service center revenue increase and underlying gross
profit margin improvement, despite the prevailing difficult
macroeconomic environment.  Our cost reduction initiatives also
continue to be a highlight, supporting improved overall operating
performance.

"As we work through our inventory transition, we expect continued
pressure on our retail business, resulting in reduced sales and
gross profit margins as we sell down our non-core merchandise
through Q4 and into the first half of 2008."

                        Capital Resources

At Nov. 3, 2007, the company had long-term debt, net of current
maturities, of $549.7 million.  As of Nov. 3, 2007, the company
had further undrawn availability under it revolving credit
facility totaling $156.0 million.

                          Balance Sheet

At Nov. 3, 2007, the company's consolidated balance sheet showed
$1.65 billion in total assets, $1.15 billion in total liabilities,
and $496.3 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 3, 2007, are available for
free at http://researcharchives.com/t/s?2741

                          About Pep Boys

Headquartered in Philadelphia, The Pep Boys - Manny, Moe & Jack
(NYSE: PBY) -- http://pepboys.com/-- has over 560 stores and
approximately 6,000 service bays in 35 states and Puerto Rico.
Along with its vehicle repair and maintenance capabilities, the
company also serves the commercial auto parts delivery market and
is one of the leading sellers of replacement tires in the United
States.


POTLATCH CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has affirmed Potlatch Corporation's senior unsecured
public and bank credit facility and Issuer Default Ratings of
'BB+'.  The Rating Outlook remains Positive.

PCH has surprisingly managed to preserve credit measures since its
conversion to a Real Estate Investment Trust despite the spillover
of the housing market's troubles into lumber and plywood.
Operating earnings of the Resource and Land Sales and Development
enterprises through last year's third quarter are well ahead of
2006, largely on volumes, and the earnings momentum looks as
though it will continue into 2008, prompted by recent land
acquisitions.  Pulp and paperboard earnings, which have been
periodically weak, have recovered with recent price increases in
both product lines and should also start out the year solidly.

Consumer Product earnings, which have been hurt by escalating pulp
prices, can look forward to some recapture with higher pricing in
2008.  At question is a turn in fortunes for PCH manufactured
lumber and plywood whose mills are strategically linked to the
company's fiber basket.  Although lumber and plywood are not
likely to offset the progress made in PCH's other business lines,
their combined cash flow plus cash from non-core timberland sales
may not be great enough to finance maintenance capital,
shareholder distributions and an active appetite for more
timberland acquisitions, a difficult balancing act.

PCH's recent purchase of 179,000 acres of Idaho timberlands is
likely to push the company's net debt/EBITDA to around 2 times.
Fitch does not expect this to change much through 2008 which by
measured comparison to its peers is a Positive Outlook.

PCH is a mid-sized, integrated forester and manufacturer of wood
and pulp based products.  PCH's timberlands provide the majority
of the raw materials for the manufacture of lumber, plywood and
particleboard.  PCH also makes pulp, paperboard and tissue and is
a leading producer of retail private-label tissue products.


PROPEX INC: Wants to Employ Houlihan Lokey as Financial Advisor
---------------------------------------------------------------
Propex Inc. and its debtor-affiliates ask authority from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to employ
Houlihan Lokey Howard & Zukin Capital, Inc., as their financial
advisor and investment banker in their Chapter 11 cases.

Lee McCarter, executive vice president and chief financial
officer of Propex, Inc., relates that the Debtors selected
Houlihan Lokey to serve as their financial advisor because the
firm has gained substantial knowledge of the Debtors' financial
and operational condition during its prepetition representation
of the Debtors.

As the Debtors' financial advisor and investment banker, Houlihan
Lokey will:

   * assist the Debtors in the development, preparation and
     distribution of selected information, documents and other
     materials;

   * solicit and evaluate indications of interest and proposals
     regarding any transaction from current and potential
     lenders;

   * assist the Debtors with the development, structuring,
     negotiation and implementation of any transaction;

   * assist in valuing the Debtors' assets or operations,
     provided that any real estate or fixed asset appraisals will
     be undertaken by outside appraisers, separately retained and
     compensated by the Debtors;

   * provide expert advice and testimony regarding financial
     matters related to any transaction;

   * advise and attend meetings of the Debtors' Board of
     Directors, Debtors' creditor groups, official constituencies
     and other interested parties, as the Debtors determine to be
     necessary or desirable; and

   * provide other financial advisory services as may be agreed
     upon by the firm and the Debtors.

Furthermore, Houlihan Lokey intends to work closely with other
professionals retained by the Debtors to avoid unnecessary
duplication of services performed for or charged to the Debtors'
estates, according to Mr. McCarter.

For the services contemplated to be rendered by Houlihan Lokey,
the Debtors will pay the firm these fees:

   (a) A non-refundable $150,000 initial fee

   (b) A $150,000 fee for the first three months of the firm's
       retention and a $125,000 monthly fee thereafter.

   (c) Subject to the Court's consent, a $2,812,500 transaction
       fee in the event that a plan of reorganization in the
       Debtors' cases is confirmed .

Six Houlihan Lokey professionals are presently expected to have
primary responsibility for providing services to the Debtors:

   1. P. Eric Siegert
   2. Jonathan Cleveland
   3. Derek Pitts
   4. Quincy Evans
   5. Ishreth Hassen
   6. Drew Talarico

The Debtors will also reimburse the firm for expenses it may
incur in connection with its contemplated serves, including
travel costs and temporary employment of additional staff.

Houlihan Lokey has been representing the Debtors since October
2007 in connection with one or more financing transactions for
the Debtors, Mr. McCarter notes.

According to papers filed with the Court, managing director
Jonathan Cleveland relates that through the Debtors' bankruptcy
filing, Houlihan Lokey has been paid $450,000,000 in fees and
reimbursed for $26,840 of expenses in accordance with the Original
Employment Agreement.

Mr. Cleveland assures the Court that his firm is a "disinterested
person," as the term is defined in Section 101(14) of the
Bankruptcy Code.

                          About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  (Propex Bankruptcy News, Issue No. 2; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PROPEX INC: Wants to Employ Miller & Martin as Local Counsel
------------------------------------------------------------
Propex Inc. and its debtor-affiliates ask the authority of the
U.S. Bankruptcy Court for the Eastern District of Tennessee to
employ Miller & Martin as their local counsel in their Chapter 11
cases.

Prior to bankruptcy filing, Miller & Martin PLLC had been engaged
in a matter involving:

   (a) certain contractual issues related to Propex, Inc., and its
       sales representatives, and

   (b) the review of certain executive compensation and employee
       benefit issues.

Lee McCarter, executive vice president and chief financial
officer of Propex, Inc., relates that the Debtors selected Miller
& Martin because of the firm's knowledge and experience in
bankruptcy and corporate matters for which the firm is being
employed.

As the Debtors' local counsel, Miller & Martin will represent the
Debtors in pursuing matters that are relevant to the Chapter 11
cases and will advise the Debtors on these matters.

Four professionals are presently expected to have primary
responsibility for providing services to the Debtors:

           Professional               Hourly Rate
           ------------               -----------
           Shelley D. Rucker               $350
           Nicholas Whittenburg            $305
           Craig Smith                     $200
           Tanya English                   $185

The Debtors will also reimburse the firm for expenses it may
incur, including travel costs and temporary employment of
additional staff, relating to any work undertaken.

Prior to bankruptcy filing, Miller & Martin received a $32,558
retainer from the Debtors.  Payments received during the 12
months prior to the Petition Date were for services unrelated to
the filing of the Chapter 11 cases.

Miller & Martin applied from the retainer $20,000 to fees and
$5,195 for filing fees prior to the Petition Date to pay for fees
and expenses incurred in contemplation of the cases.  The balance
of the retainer will be applied in payment of postpetition fees
and expenses only after approval from the Court.

Shelley D. Rucker, Esq., a partner at Miller & Martin, assures
the Court that her firm is a "disinterested person," as the term
is defined in Section 101(14) of the Bankruptcy Code.

                         About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  (Propex Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PROPEX INC: Court Approves $60 Million Credit Facility
------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
has approved Propex Inc. and its debtor-affiliates' $60 million
credit facility on an interim basis with immediate access to
$20 million as requested by the company, which is available to
complement existing cash on hand.  This will provide Propex with
immediate and sufficient liquidity to operate its business on an
ongoing basis.  As is customary under Chapter 11 procedures, a
final hearing for further funding under the credit facility is
scheduled for Feb. 13, 2008.

In addition, the Court also approved all other First-Day Motions
it considered, including the motion to pay employee wages and
benefits and the motion to use the company's existing cash
management system which enables Propex's business to continue to
operate in a normal manner.

"We are pleased to have received the interim Court approval of our
$60 million credit facility and other First-Day Motions as we
expected," Joe Dana, President of Propex Inc., said.  "We are
focusing our efforts on restructuring our balance sheet in order
to reduce our debt and emerge from Chapter 11 a stronger and more
nimble Propex better able to serve our customers."

                          About Propex

Headquartered in Chattanooga, Tennessee, Propex Inc. --
http://www.propexinc.com/-- produces geosynthetic, concrete,
furnishing, and industrial fabrics and fiber.  It is produces
primary and secondary carpet backing.  Propex operates in North
America, Europe, and Brazil.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. E.D. Tenn. Case No. 08-10249).
The debtors' has selected Edward L. Ripley, Esq., Henry J. Kaim,
Esq., and Mark W. Wege, Esq. at King & Spalding, in Houston,
Texas, to represent them.  As of Sept. 30, 2007, the debtors'
balance sheet showed total assets of $585,700,000 and total debts
of $527,400,000.  (Propex Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


PROPEX INC: Chap. 11 Filing Cues Moody's to Cut Corp. Rating to Ca
------------------------------------------------------------------
Moody's Investors Service downgraded its debt ratings of Propex,
Inc.: corporate family to Ca from Caa2, probability of default to
D from Caa2, senior secured to Caa2 from B3 and senior unsecured
to C from Caa3.  The downgrades follow Propex' Jan. 18, 2008
announcement that it filed for Chapter 11 protection in U.S.
Bankruptcy Court in Chattanooga, Tennessee.   Propex' speculative
grade liquidity rating remains SGL-4.  The outlook is stable.
Moody's also will withdraw all of its debt ratings of Propex
because of the bankruptcy filing.

The probability of default rating of D reflects that timely
payments of interest and principal amortization are not likely to
occur because of the bankruptcy filing.  Moody's used a
fundamental EBITDA multiple to estimate the enterprise value of
Propex and the family level loss-given-default rate because of the
company's weakened financial condition.  Moody's believes that the
expected family recovery rate is not materially different from the
standard 50% assumption of its Loss Given Default Rating
Methodology.  An assumed EBITDA multiple of four times supports
Moody's belief of about a 50% expected family recovery rate.  The
LGD-2 Loss Given Default Assessment of the senior secured credit
facility implies that the potential exists for lenders to receive
less than a full recovery.  The LGD-5 Loss Given Default
Assessment of the senior unsecured notes implies a significant
loss on these notes.

The previous rating action for Propex was on Jan. 14, 2008, when
Moody's downgraded the company's ratings; corporate family rating
to Caa2 from Caa1 because of Propex' inability to timely secure
relief from the covenant breach of the senior secured credit
agreement, first disclosed on Oct. 26, 2007.

Downgrades:

Issuer: Propex Inc.

  -- Probability of Default Rating, Downgraded to D from Caa2

  -- Corporate Family Rating, Downgraded to Ca from Caa2

  -- Senior Secured Bank Credit Facility, Downgraded to Caa2
     from B3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to C
     from Caa3

Outlook Actions:

Issuer: Propex Inc.

  -- Outlook, Changed To Stable From Rating Under Review

  -- Outlook, to be Changed To Rating Withdrawn From Stable

Loss Given Default Assessments:

Issuer: Propex Inc.

  -- Senior Secured Bank Credit Facility, Changed to 27 - LGD2
     from 28 - LGD2

  -- Senior Unsecured Regular Bond/Debenture, Changed to 80 -
     LGD5 from 81 - LGD5

Ratings to be Withdrawn:

Issuer: Propex Inc.

  -- Probability of Default Rating, previously rated D

  -- Corporate Family Rating, previously rated Ca

  -- Senior Secured Bank Credit Facility, previoualy rated
     Caa2, 27-LGD2

  -- Senior Unsecured Regular Bond/Debenture, previously rated
     C, 80-LGD5

Propex Inc., based in Chattanooga, Tennessee is the world's
largest independent producer of primary and secondary carpet
backing and a leading manufacturer and marketer of woven and non-
woven polypropylene fabrics and fibers used in geosynthetic
applications and a variety of other industrial applications such
as fabric bags/containers, fabric protective coverings and
concrete fiber reinforcement.


PROPEX INC: Chapter 11 Filing Cues S&P's Corp. Rating Cut to D
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Propex Inc. to 'D' from 'CCC'.  In addition, S&P lowered
the senior secured and senior unsecured ratings to 'D'.

"The downgrades follow Propex's announcement that it has filed for
protection under Chapter 11 of the U.S. Bankruptcy Code," said
Standard & Poor's credit analyst Henry Fukuchi.

The company will continue to operate its facilities and offices in
the ordinary course of business while it restructures its balance
sheet.  Propex has arranged a $60 million credit facility for
which it is seeking Court approval.

S&P removed the ratings from CreditWatch with negative
implications, where they were placed on Oct. 8, 2007, on concerns
that Propex's leveraged financial profile and liquidity would
continue to deteriorate in the current
challenging environment.

Operating results have been weak at Propex due to low residential
construction activity and declines in the domestic housing
markets, which have caused earnings, cash flow, and the financial
profile to deteriorate to subpar levels.

With approximately $690 million in annual sales, Propex is a
leading producer of polypropylene fabrics and fibers used in
primary and secondary carpet backing, geosynthetic and industrial
applications, and concrete fiber reinforcement.


PUTNAM STRUCTURED: S&P Cuts Ratings on Two Notes to BB from BBB
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class C-1 and C-2 notes issued by Putnam Structured Product CDO
2001-1 Ltd., a cash flow arbitrage collateralized debt
obligation of asset-backed securities transaction, and removed
them from CreditWatch with negative implications, where they were
placed on May 11, 2007.  At the same time, S&P affirmed its
ratings on the class A and B notes.

The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the class C notes
since S&P affirmed the class C note ratings in May 2006, primarily
continued negative credit migration resulting from exposure to the
U.S. residential mortgage-backed securities sector, a decline in
the overcollateralization ratio, and deterioration in the credit
quality of the underlying assets.

Any further negative credit migration and write-downs on the
underlying securities will impair the existing credit support and
could lead to negative CreditWatch placements on the class B, C-1,
and C-2 note ratings.

Standard & Poor's reviewed the results of the current cash flow
runs generated for Putnam Structured Product CDO 2001-1 Ltd. to
determine the level of future defaults the rated classes can
withstand under various stressed default timing and interest rate
scenarios while still paying all of the interest and principal due
on the notes.  When S&P compared the results of these cash flow
runs with the projected default performance of the performing
assets in the collateral pool, S&P determined that the ratings on
the class C notes were no longer consistent with the credit
enhancement available.

      Ratings Lowered and Removed From CreditWatch Negative

             Putnam Structured Product CDO 2001-1 Ltd.
                                 Rating
                                 ------

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

            C-1       BB                     BBB/Watch Neg
            C-2       BB                     BBB/Watch Neg

                        Ratings Affirmed

             Putnam Structured Product CDO 2001-1 Ltd.

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

                       A-1MM-a      AAA/A-1+
                       A-1MM-b      AAA/A-1+
                       A-1SS        AAA
                       A-2          AAA
                       B            AA

                      Transaction Information

     Issuer: Putnam Structured Product 2001-1
     Current manager: Putnam Advisory Co. LLC
     Underwriter: Goldman, Sachs & Co.
     Trustee: LaSalle Bank N.A.
     Transaction type: CDO of ABS

  Tranche                          Initial   Last     Current
  Information                      Report    Action   Action
  -----------                      -------   ------   ------

  Date (Month/Year)                Feb. 2   May 6*   Jan. 8*
  Cl. A-1MM-A note bal. (million)   $56      $56      $46.4
  Cl. A-1MM-B note bal. (million)   $50      $50      $41.4
  Cl. A-1SS note bal. (million)    $105     $105      $87.1
  Cl. A-2 note bal. (million)       $35      $35      $33.7
  Class B note bal. (million)       $24      $24      $24
  Class A/B OC ratio (percent)      111.17%   107.79%  107.73%
  Class A/B OC ratio min. (percent) 105%      105%     105%
  Class C-1 note bal. (million)      $9       $7.615   $7.63
  Class C-2 note bal. (million)      $9        $7.615  $47.63
  Class C OC ratio (percent)        104.22%   102.04%  101.27%
  Class C OC ratio min. (percent)   101%      101%    101%

* Last action refers to the month/year when ratings were affirmed;
data used for the affirmation was based on the trustee's monthly
report as of March 31, 2006. Current action data is based on the
trustee's monthly report as of
Nov. 21, 2007.

     Collateral/Industry Exposure             (Percentage)
     ----------------------------             ------------

     REITs and REOCs                           22.92%
     CMBS diversified (conduit and CTL)        13.27%
     U.S. agency (explicitly guaranteed)       13.05%
     RMBS B&C, HELs, HELOCs, and tax lien      12.32%
     CDO                                        5.45%
     Financial intermediaries                   4.77%
     ABS commercial                             3.57%
     Utilities                                  3.44%
     Telecommunications                         3.38%
     Industrial equipment                       2.27%
     ABS consumer                               2.24%
     Manufactured housing                       2.14%
     Cable and satellite television             1.93%
     Oil and gas                                1.59%
     CMBS (Large loan, single-borrower, & prop) 1.57%
     Radio and television                       1.39%
     Air transport                              1.29%
     Insurance                                  1.19%
     Equipment leasing                          0.99%
     RMBS A                                     0.86%
     Surface transport                          0.26%
     Food service                               0.11%

         * Based on the Nov. 21, 2007, trustee report.


QUEBECOR WORLD: Bank Lenders Commit $1 Billion DIP Financing
------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates received commitment
of up to $1,000,000,000 of senior secured credit financing
facilities from a syndicate of banks led by Credit Suisse
Securities (USA), LLC, and Morgan Stanley Senior Funding Inc.

The Debtors project that DIP borrowings will increase an
approximately $788,000,000 by the end of April 20, 2008.

In view of the size of their businesses and the fluctuations in
their cash needs, the Debtors have determined that a
$1,000,000,000 facility is necessary to adequately finance them
during their restructuring.

The DIP Facility will be composed of:

   (i) up to $600,000,000 senior secured term loan facility, and

  (ii) up to $400,000,000 senior secured revolving credit
       facility.

The Revolving Credit Facility also provides an aggregate of
$100,000,000 letter of credit subfacility and an aggregate of
$25,000,000 swing line subfacility.  The Revolving Credit
Facility availability is also subject to a borrowing base
calculation with regards to the Debtors' accounts receivable and
inventory.

Proceeds of the DIP Facility will be used by the Debtors:

   (a) to repurchase their existing North American accounts
       receivable securitization facility of approximately
       $425,000,000;

   (b) for working capital and other general corporate purposes
       of the debtors and, subject to limitations to be agreed,
       non-debtors; and

   (c) for the payment of fees and expenses incurred in
       connection with the DIP transactions.

The Term Loan Facility will be prepaid with 100% of the net cash
proceeds of all asset sales of property and issuances, offerings
or placements of debt obligations.  The Debtors will comply with
a minimum consolidated Liquidity Availability covenant of
$50,000,000 and a minimum consolidated EBITDAR covenant.  The
Debtors are also required to prepare a rolling 13-week cash flow
forecast to be updated weekly.

The DIP Facility will be secured by a perfected first priority
charge of all equity interests of Quebec World (USA), Inc., a
perfected first priority charge of all equity interests held by
QWI in each of the other Debtors, and a perfected first priority
charge in all assets of QWI and each of the other Debtors.

The superpriority perfected security interests and charges and
administrative claims against the U.S. Debtors will be subject
and subordinate to a Carve-Out for the payment of (a) allowed
fees and disbursements of professionals hired by the U.S. Debtors
and a statutory committee of unsecured creditors appointed by the
U.S. Court; and (b) in the event of a conversion of the
bankruptcy cases to that under Chapter 7 of the U.S. Bankruptcy
Code, the fees and expenses of a Chapter 7 trustee.

The superpriority perfected security interests in the assets of
QWI will be subject and subordinate to a CA$5,000,00
administration charge.

The interest rate payable in connection with the revolving credit
facility will be LIBOR plus 2.25% or ABR plus 1.25%; for the term
loan will be LIBOR plus 3.75% or ABR plus 2.75%; and ABR plus
1.25% for the swing interest line.  Default rate is the
applicable interest rate plus 2.0% per annum.

The DIP Facility will contain a minimum consolidated Liquidity
Availability covenant of $50,000,000, and a minimum consolidated
EBITDAR covenant applicable to QWI and its subsidiaries.

The DIP Facility will mature on the earliest of:

   -- 18 months after the Petition Date;

   -- 45 days after the entry of an interim DIP order if a final
      DIP order has not been entered before the expiration of the
      45-day period;

   -- the substantial consummation of a plan of reorganization
      filed with the U.S. Bankruptcy Court; or

   -- the acceleration of the loans and the termination of the
      commitment with respect to the DIP Facilities in accordance
      with the DIP Loan Documents.

The DIP Lenders is represented by Shearman & Sterling, LLP, in
the United States, and Blake, Cassels & Graydon, LLP, in Canada.

The Debtors prepared a 13-week consolidated North American cash
flow forecast for weeks ending Jan. 27, 2008, through April 20,
2008.  The cash flow forecast is in consideration of the Debtors'
reorganization proceedings before the U.S. Bankruptcy Court for
the Southern District of New York and insolvency proceedings
before the Superior Court of Justice (Commercial Division), for
the Province of Quebec, in Canada.

The cash flow indicates that the Debtors' total receipts at the
end of the 13-week Period will be $498,000,000.  They anticipate
that their disbursements, which include payments of professional
fees and workers compensation, will total $1,161,000,000.

A full-text copy of the 13-Week Cash Flow is available free of
charge at http://bankrupt.com/misc/quebecor_13WeekBudget.pdf

                       About Quebecor World

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.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

(Quebecor World Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Obtains Creditor Protection Under CCAA (Canada)
---------------------------------------------------------------
Quebecor World Inc. and its subsidiaries obtained an order for
creditor protection under the Companies' Creditors Arrangement Act
before the Superior Court of Quebec, Commercial Division, in
Montreal, Canada.

Until and including Feb. 20, 2008, creditors and parties-in-
interest are barred from commencing or continuing any action
against the Debtors, their officers and directors, or foreclose on
the Debtors' assets, except without the written consent of the
Debtors; and Ernst & Young Inc., the Court-appointed Monitor under
the CCAA process; or without leave of the CCAA Court.

Quebecor World will remain in possession of the property and
continue to carry on their business and financial affairs until
further order from the CCAA Court.

To facilitate the orderly restructuring of their business and
financial affairs, the Debtors have the right, subject to the
Monitor's approval and subject to the terms of their
CDN$1,000,000,000 with Credit Suisse and Morgan Stanley, to:

   -- cease, downsize or shut down business operations;

   -- pursue all avenues to market and sell assets;

   -- dispose of Property provided that the purchase in each
      transaction does not exceed CDN$10,000,000 or
      CDN$50,000,000 in the aggregate;

   -- terminate employment of certain employees;

   -- vacate or abandon any leased property on seven days'
      notice to the landlord; and

   -- repudiate agreements and contracts with counterparties.

The Debtors will indemnify each of their directors and
officers from liabilities, except to the extent of a director's
or officer's breach of fiduciary duties or gross negligence.  The
Applicants' D&Os hold a security interest in the Debtors' assets
of up to CDN$32,000,000.  The D&O Charge will apply to the
extent that the directors and officers do not have coverage under
any D&O insurance.

Quebecor World's operations in Latin America and Europe are
excluded from CCAA protection.  Those subsidiaries will continue
operating in the normal course of business.

                       About Quebecor World

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.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

(Quebecor World Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Wants Ernst & Young as CCAA (Canada) Monitor
------------------------------------------------------------
Quebecor World Inc. and its Canadian Debtor affiliates ask the
Honorable Justice Robert Mongeon at the  Superior Court of Justice
(Commercial Division), for the Province of Quebec, in Canada, to
appoint Ernst & Young Inc., as their monitor in its insolvency
proceedings under the Canadian Companies' Creditors Arrangement
Act.

As an officer of the Canadian Court, E&Y will monitor the
Debtors' business and financial affairs.  Specifically, E&Y
will:

   (a) assist the Debtors in deadline with their creditors and
       other interested parties during the Stay Period;

   (b) assist the Debtors with the preparation of their cash
       flow projections and any other projections or reports and
       the development, negotiation, and implementation of a plan
       of reorganization, including the preparation of the
       debtor-in-possession projections;

   (c) advise and assist the Debtors to review their business
       and assess opportunities for cost reduction, revenue
       enhancement, and operating efficiencies;

   (d) assist the Debtors with the restructuring of their
       businesses and in their negotiations with their creditors
       and other interested parties, and with the holding and
       administration of any meetings held to consider a
       reorganization plan;

   (e) report to the Canadian Court the state of the Debtors'
       business and financial affairs or developments in their
       insolvency proceedings or any related proceedings within
       the time limits provided in the CCAA, and provide copies
       of those reports to the DIP Lenders;

   (f) report to the Court and interested parties its assessment
       of, and recommendations with respect to, a reorganization
       plan;

   (g) retain and employ agents, advisers, and other assistants
       as are reasonably necessary to carry out the terms of the
       Canadian Court's order;

   (h) engage legal counsel to the extent it considers necessary
       in connection with the exercise of its powers as monitor
       of the Debtors' Canadian insolvency proceedings;

   (i) may act as a "foreign representative" of the Debtors in
       any proceedings outside of Canada, and will assist the
       Canadian Court in coordination of the proceedings under
       Chapter 11 of the United States Bankruptcy Code;

   (j) may give any consent or approval as are contemplated by
       the Canadian Court order; and

   (k) perform other duties as are required by the Canadian Court
       Order, the CCAA, or the Canadian Court from time to time.

The Monitor will not interfere with the Debtors' business and
financial affairs, and is not empowered to take possession of the
Debtors' property nor manage any of their business or financial
affairs.

The Debtors and their directors, officers, employees and agents,
accountants, auditors, and all other related parties will provide
the Monitor with unrestricted access to all of the Debtors'
properties, including premises, books, records, data, including
data in electronic form, and all other documents of the Debtors in
connection with the Monitor's duties and responsibilities.

The Monitor may provide creditors and other interested parties
with information relating to the Debtors.  The Monitor, however,
will not disclose any information that is considered confidential,
proprietary or competitive, or where the disclosure of information
would be prejudicial to the Debtors' restructuring process.

The Monitor will not incur any liability or obligation as a
result of its appointment and the fulfillment of its duties,
except any liability arising from its gross negligence or willful
misconduct.  No action will be commenced against the Monitor
relating to its appointment, except without prior leave of the
Canadian Court.

The Debtors will entitle the Monitor, its legal counsel, as
well as the Debtors' legal counsel, an administration charge
on the Debtors' Property, not exceeding CDN$5,000,000.

                       About Quebecor World

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.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

(Quebecor World Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


QUEBECOR WORLD: Moody's Slashes Corporate Family Rating to 'Ca'
---------------------------------------------------------------
Moody's Investors Service downgraded Quebecor World Inc.'s
corporate family rating to Ca.  The company's debt instruments and
those of related companies, Quebecor World Capital Corporation and
Quebecor World Capital ULC, were also downgraded to Ca.  In
addition, the company's probability-of-default rating was
downgraded to D to respond to QWI's Jan. 21, 2008 announcement
that had applied for creditor protection under the Companies'
Creditors Arrangement Act in Canada and Chapter 11 of the United
States Bankruptcy Code in the United States.  QWI's announcement
also indicated that, pending court approval, it had entered into a
$1.0 billion financing commitment with Credit Suisse and Morgan
Stanley that will allow the company "to meet all current operating
needs, including wages, benefits and other operating expenses" as
it restructures its operations and finances.  Following these
rating actions, Moody's will withdraw all of the relevant ratings.

Downgrades:

Issuer: Quebecor World, Inc.

  -- Corporate Family Rating, Downgraded to Ca from Caa2

  -- Probability of Default Rating, Downgraded to D from Caa2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     (LGD4, 67) from Caa2 (LGD4, 67)

Issuer: Quebecor World Capital Corporation

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     (LGD4, 67) from Caa2 (LGD4, 67)

Issuer: Quebecor World Capital ULC

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Ca
     (LGD4, 67) from Caa2 (LGD4, 67)

Outlook Actions:

Issuer: Quebecor World, Inc.

  -- Outlook, Changed To Stable From Negative

Issuer: Quebecor World Capital Corporation

  -- Outlook, Changed To Stable From Negative

Issuer: Quebecor World Capital ULC

  -- Outlook, Changed To Stable From Negative

Headquartered in Montreal, Quebec, Canada, Quebecor World Inc. is
one of the world's largest commercial printers.


QUESTEX MEDIA: Broadens Service Scope With FierceMarkets Buyout
---------------------------------------------------------------
Questex Media Group Inc. has acquired FierceMarkets.  The company
stated that FierceMarkets has 45% compound annual revenue growth
over five years, more than 300 repeat advertisers, and triple-
digit annual audience growth.

Jeff Giesea, founder and president of FierceMarkets, and his team
will continue to manage FierceMarkets from its Washington D.C.
headquarters, operating as a subsidiary of Questex Media Group
Inc.

"Jeff and his team have built FierceMarkets into a leading B2B
lead-generation organization serving key vertical markets," Kerry
Gumas, Questex Media's president and CEO, added.  "Their business
model is an excellent fit with Questex's digital strategy to serve
the new and evolving demands of readers and advertisers and
facilitate a meaningful connection between the two audiences.

"We welcome Jeff and his team and look forward to working with
them to further Questex's focus on lead generation and integrated
campaigns which are top of mind for our advertising partners
across all vertical markets served," Mr. Gumas stated.

FierceMarkets' online portfolio serving the Telecommunications and
IT industries complement Questex's existing technology industry
portfolio of online, digital and print products. FierceBiotech,
Fierce Healthcare and FierceFinance serving the Life Sciences,
Healthcare and Finance industries offers Questex entry into
additional vertical markets and the opportunity to explore
portfolio growth in these verticals.

"We at FierceMarkets are thrilled to join Questex," Jeff Giesea,
founder and president of FierceMarkets, said.  "Questex has a
strong leadership team, a global footprint across numerous
complementary markets, and a similar vision of creating a global,
diversified B2B media company.  I think they're pretty darn
'Fierce'. Combined with our expertise and reach in digital B2B,
there is a lot of value we can create together."

The Jordan, Edmiston Group Inc. acted as FierceMarkets' financial
advisor in this transaction.

                      About FierceMarkets

Headquartered in Washington, D.C., FierceMarkets --
http://www.fiercemarkets.com/-- is an online B2B media company
that provides information and marketing services in the
Telecommunications, Life Sciences, Healthcare, IT, and Finance
industries through its portfolio of e-mail newsletters, web
sites, webinars, and live events.  The company produces 19
targeted online publications, marketed under the Fierce brand,
including FierceWireless, FierceBiotech, FierceCIO,
FierceHealthcare, FierceFinance and many others.  Every business
day, FierceMarkets' publications reaches more than 560,000
executives in over 100 countries.

                       About Questex Media

Headquartered in Newton, Massachusetts, Questex Media Group Inc. -
- http://www.questex.com/-- Questex Media Group Inc. is a
diversified business-to-business integrated media and information
provider that serves multiple industries including technology,
telecommunications, beauty, spa, travel, hospitality, leisure,
abilities, home entertainment, landscape design, building services
and natural resources through a range of publications, events,
interactive media, research, information and integrated marketing
services.  The company's media properties include over 100 print
and digital media publications, 45 conferences, tradeshows and
events, and a range of research, data and information products.
The company's operations include more than 500 employees in
offices throughout North America, South America, Asia and Europe.

                          *     *     *

Moody's Investors Service assigned Questex Media Group Inc.'s long
term corporate family and probability of default ratings at 'B3'
in August 2007.  The ratings still hold to date with a stable
outlook.


REGAL ENT: Sept. 27 Balance Sheet Upside-Down by $93.1 Million
--------------------------------------------------------------
Regal Entertainment Group's consolidated balance sheet at
Sept. 27, 2007, showed $2.59 billion in total assets and
$2.68 billion in total liabilities, resulting in a $93.1 million
total stockholders' deficit.

At Sept. 27, 2007, the company's consolidated balance sheet also
showed strained liquidity with $422.9 million in total current
assets available to pay $463.6 million in total current
liabilities.

The company reported net income of $58.0 million for the third
quarter ended Sept. 27, 2007, compared with net income of
$29.3 million in the corresponding period ended Sept. 28, 2006.

Total revenue for the quarter ended Sept. 27, 2007, was
$752.9 million, consisting of $515.8 million of admissions
revenues, $210.9 million from concessions revenues and
$26.2 million of other operating revenues, and represented a 11.4%
increase from total revenues of $675.7 million for the quarter
ended Sept. 28, 2006.

Adjusted EBITDA $167.7 million for the third quarter of 2007
represented an Adjusted EBITDA margin of approximately 22.3%.
This compares with Adjusted EBITDA of $138.0 million, or 20.4% of
total revenues, for the quarter ended Sept. 28, 2006.

"Regal's efficient operating model and the strong film slate
combined to produce record Adjusted EBITDA of $167.7 million for
the third quarter of 2007," stated Mike Campbell, chief executive
officer of Regal Entertainment Group.  "We have benefited from
solid year-to-date box office results and remain optimistic
regarding the box office potential for the balance of the year and
for fiscal 2008," Campbell continued.

As of Sept. 27, 2007, the company had approximately $1.69 billion
aggregate principal amount outstanding under its term loan
facility with Credit Suisse, Cayman Islands Branch, $123.7 million
aggregate principal amount outstanding under the 3 3/4%
Convertible Senior Notes due May 15, 2008, and $51.5 million
aggregate principal amount outstanding under the Regal Cinemas
9 3/8% Senior Subordinated Notes.

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?2743

                    About Regal Entertainment

Headquartered 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.  Regal operates theatres in all of the top
25 and 43 of the top 50 U.S. designated market areas.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Standard & Poor's Rating Services said that Regal Entertainment
Group's (BB-/Negative/--) announcement that it has reached an
agreement to acquire Consolidated Theatres LLC for $210.0 million
does not affect the ratings or outlook on the company.


ROUGE INDUSTRIES: Wants Until March 18 to File Chapter 11 Plan
--------------------------------------------------------------
Rouge Industries Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to further
extend their exclusive periods to:

   a) file a plan until March 18, 2008; and

   b) solicit acceptances of that plan until May 21, 2008.

The Debtors say that they need additional time to obtain Court
approval of the settlement agreement that they entered into with
Pension Benefit Guaranty Corporation with respect to the
termination of certain pension plans and related PBGC claims.

The Debtors tell the Court that PBGC seeks the Court's approval to
terminate the pension plans and filed 48 claims asserting alleged
liabilities of up to $117 million plus additional unliquidated
amounts related to the pension plans.

The Debtors say that PBGC asserts that its claims are entitled
to priority status in the Debtors' cases.

The Debtors' exclusive period to file a plan expired on Jan. 18,
2008.

A hearing to consider approval of the Debtors' request has been
set for Feb. 2, 2008, at 10:30 a.m., at 824 Market Street, 5th
floor, Courtrrom #4 in Wilmington, Delaware.  Objections to the
approval are due Jan. 30, 2008.

Based in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets
and $558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially
all of the Debtors' assets to SeverStal N.A. for $285.5 million.
The asset sale closed on Jan. 30, 2005.


SARM MORTGAGE: Fitch Downgrades Ratings on 12 Certificate Classes
-----------------------------------------------------------------
Fitch has taken rating actions on these three SARM mortgage pass-
through certificates:

Series 2006-11 Group II
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA';
  -- Class B2-II downgraded 'BBB+' from 'A';
  -- Class B3-II downgraded to 'B' from 'BBB';
  -- Class B4-II downgraded to 'C/DR4' from 'BB';
  -- Class B5-II downgraded to 'C/DR5' from 'B'.

Series 2007-1 Group II
  -- Class A affirmed at 'AAA';
  -- Class B1-II affirmed at 'AA';
  -- Class B2-II rated 'A' and placed on Rating Watch Negative;
  -- Class B3-II downgraded to 'BBB-' from 'BBB';
  -- Class B4-II downgraded to 'B' from 'BB';
  -- Class B5-II downgraded to 'C/DR4' from 'B'.

Series 2007-2 Group II
  -- Class A affirmed at 'AAA';
  -- Class B1-II downgraded to 'AA-' from 'AA';
  -- Class B2-II downgraded to 'BBB+' from 'A';
  -- Class B3-II downgraded to 'BB' from 'BBB';
  -- Class B4-II downgraded to 'B' from 'BB' and placed on Rating
Watch Negative;
  -- Class B5-II downgraded to 'C/DR5' from 'B'.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $415.5
million in outstanding certificates.  The downgrades reflect
deterioration in the relationship between CE and expected losses,
and affect approximately $12.84 million in outstanding
certificates.  In addition, $1.9 million was placed on Rating
Watch Negative.

The pool factors range from approximately 90% to 92%, and the
transactions are seasoned in a range of 10 months and 13 months.
The amount of loans in the 90+ buckets range from approximately
1.28% to 2.56%, and cumulative losses range from 0% to 0.08%.


SASCO 2002-4H: Fitch Puts 'B' Rated Class B-5 Certs. on Neg. Watch
------------------------------------------------------------------
Fitch has taken rating actions on these SASCO 2002-4H mortgage
pass-through certificates:

  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AAA';
  -- Class B-2 affirmed at 'AA+';
  -- Class B-3 affirmed at 'A+';
  -- Class B-4 affirmed at 'BBB+':
  -- Class B-5 rated 'B' is placed on Rating Watch Negative.

The affirmations reflect a stable relationship between credit
enhancement and expected losses, and affect approximately $16.95
million in outstanding certificates.  The Rating Watch Negative on
the class B-5 note reflects deterioration in the relationship
between CE and expected losses, and affect approximately $374,686
in outstanding certificates.

The pool factor is approximately 6%, and the transaction is 70
months seasoned.  The cumulative losses are approximately 0.29%.

The trust is secured by conventional, 30-year fixed-rate mortgage
loans.  The mortgage loans were originated by various banks and
other mortgage lending institutions.  The majority were those made
by GMAC Mortgage Corporation and Countrywide Home Loans, Inc.
Aurora Loan Services, Inc. (rated 'RPS2+' by Fitch) acts as
servicer.


SCAN INTERNATIONAL: Selling 5 Retail Leases & 1 Warehouse Lease
---------------------------------------------------------------
Scan International Inc., debtor and debtor-in-possession, has
retained Keen Consultants, the real estate division of KPMG
Corporate Finance LLC and its wholly owned subsidiary, KPMG CF
Realty LLC, to market and assist with the disposition of the
company's retail and warehouse leasehold interests located in
Maryland and Virginia.  Scan operates five prime retail sites in
Maryland and Virginia that range in size from 15,000 to 40,000 sq.
ft., and has an 81,280 sq. ft. warehouse in Maryland.

Keen Consultants is a real estate consulting firm specializing in
maximizing the value of its clients' real estate assets
nationwide.

"We are pleased to offer these Scan Furniture leases for sale,"
said Mike Matlat, Director, KPMG Corporate Finance LLC.  "These
stores are located in prime locations and represent a good
opportunity for retailers looking to expand.  The bid deadline and
auction dates are currently To Be Determined, but interested
parties are encouraged to act immediately, as the leases may be
sold prior to the auction," Mr. Matlat added.  The retail leases
are located in Columbia, Maryland; Lutherville, Maryland;
Rockville, Maryland; Dulles, Virginia; and Falls Church, Virginia.
The warehouse lease is located in Columbia, Maryland.

Based in Columbia, Maryland, S.C.A.N. International Inc. aka
S.C.A.N. Contemporary Furniture -- http://www.scanfurniture.com/
-- sells furniture.  It filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. D. M.D. Case No. 07-23153).  Stephen F.
Fruin, Esq., at Whiteford, Taylor & Preston LLP, represents the
Debtor in its restructuring efforts.  An Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.


SECURED ASSETS: Chapter 11 Trustee Wants Shulman Hodges as Counsel
------------------------------------------------------------------
Richard M. Kipperman, the Chapter 11 Trustee appointed in Secured
Assets Trust and SAIF Inc.'s case, asks the United States
Bankruptcy Court of the Southern District of California for
authority to retain Shulman Hodges & Bastian LLP as his general
counsel.

The firm is expected to:

   1) advise and assist the Trustee in issues pertaining the
      SAIF's obligations to SAT, including SAIF's use of SAT's
      cash collateral and in negotiations and development of a
      stipulation for use of SAT's collateral.

   2) advise the Trustee with respect to his rights, powers,
      duties and obligations as the Trustee in the
      administration of these cases, and the management of the
      Debtors' business affairs and its properties.

   3) advise and assist the Trustee in compliance with the
      requirements of the office of the United States Trustee.

   4) advise the Trustee in matters of bankruptcy law,
      including  the rights and remedies of the Trustee with
      respect to assets of the estate and to the claims of the
      creditors.

   5) represent the Trustee in proceedings and hearings in the
      Bankruptcy Court related to bankruptcy law issues.

   6) conduct examinations of witnesses, claimants or adverse
      parties and assist in the preparation of reports,
      accounts and pleadings related to the case.

   7) advise the Trustee regarding his legal rights and
      responsibilities under the bankruptcy code and the
      federal rules of bankruptcy procedure.

   8) assist the Trustee in the negotiation, preparation and
      approval of a disclosure statement.

   9) assist the Trustee in the negotiation, preparation and
      confirmation of a plan of reorganization.

  10) review extraordinary claims filed against the estate and
      if needed, bring action to object to certain claims if
      there is sufficient cause, subject to certain
      limitations.

  11) assist in the investigation of questionable transactions
      of alleged improper use of funds and other assets of the
      estate, and potential causes of action against the
      Debtors' management, including fraud, dishonesty,
      incompetence or gross mismanagement of the affairs of the
      Debtors, either before or after the petition date.

  12) investigate claims and causes of action which constitute
      property of the estate, including but not limited to, the
      estate's claims arising under Sections 542, 543, 544,
      545, 546, 547, 548, 549 and 550 of the Bankruptcy Code,
      any actions based on applicable nonbankruptcy law that
      may be incorporated or brought under the foregoing
      sections of the Bankruptcy Code, or other similar action
      or proceeding filed to recover property for or on behalf
      of the estate or to avoid a lien or transfer.

  13) prepare documents and pleadings necessary to commence
      litigation to prosecute the litigation claims and to
      conduct discovery associated therewith.

  14) prosecute any litigation claims lawsuit to a judgment in
      an appropriate trial court.

  15) make analysis of possible settlement of litigation claims
      and conduct possible settlement negotiations.

  16) oppose in any motion for new trial by any opposing party
      if a judgment is obtained in favor of the estates in any
      litigation claims lawsuit.

  17) investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtors, and any other matters
      relevant to the case or to preserve the assets for the
      benefit of creditors.

  18) perform other legal services incident and necessary as
      the Trustee may require of the Firm in line with this
      Chapter 11 case and to preserve the assets for the
      benefit of the estate and its creditors.

The firm's professionals and their compensation rates are:

      Designation             Hourly Rate
      -----------             -----------
      Partners                 $350-$450
      Senior Counsel             $395
      Associates               $250-$320
      Paralegals               $110-$195

James C. Bastian, Jr., Esq., a partner of the firm, assures the
Court that the firm does not have an interest adverse to the
Debtors and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Bastian can be reached at:

     James C. Bastian, Jr., Esq.
     Shulman Hodges & Bastian LLP
     26632 Towne Centre Drive, Suite 300
     Foothill Ranch, California 92610-2808
     Tel: (949) 340-3400
     Fax: (949) 340-3000
     http://www.shbllp.com/

Headquartered in Encinitas, California, Secured Assets Trust aka
Secured Assets provide commercial inventory financing loans to
used automobile dealerships.  Secured Assets and its subsidiary,
SAIF Inc., filed for Chapter 11 protection on  Aug. 20, 2007
(Bankr. S.D. Calif. Case No. 07-04501).  When the Debtors filed
for protection from their creditors, Secured Assets listed total
assets of $15,898,044 and total debts of $15,898,044, while SAIF
Inc. listed total assets of $10,349,530 and total debts of
$16,397,887.


SHAW GROUP: Finalizes Little Gypsy 3 Re-Power Project Agreement
---------------------------------------------------------------
The Shaw Group Inc. disclosed that Entergy Louisiana, LLC, has
signed a definitive agreement for the Fossil Division of Shaw's
Power Group to proceed with engineering, procurement and
construction services to re-power the existing Unit 3 at Entergy
Louisiana's Little Gypsy station in St. Charles Parish, near New
Orleans.  The value of Shaw's contract, which will be added to its
second quarter fiscal 2008 backlog, was not disclosed.

Shaw's EPC work will include replacing an existing natural gas-
fired boiler with two new circulating fluidized bed boilers that
will supply steam to an existing steam turbine generator at Little
Gypsy 3.  The new facility is expected to be completed early in
2012.

"We are pleased to have received from Entergy the full notice to
proceed on the Little Gypsy 3 re-power project, which will provide
residents and businesses in the New Orleans area with the power
needed to continue the rebuilding and revitalization of the city
and the region," J.M. Bernhard Jr., Shaw's chairman, president and
chief executive officer, said.  "The Shaw Group and Entergy are
two Fortune 500 companies headquartered in Louisiana, and it is a
proud moment when two of the state's largest companies can join
forces to bolster the economic fortunes of our state.

"At its peak, this project will create more than 1,500 new and
good-paying jobs, but also will rely on a number of local products
and services, which extends the benefits of the Little Gypsy 3
project to many other businesses and families in Louisiana."

Based in Baton Rouge, Louisiana, The Shaw Group Inc. (NYSE: SGR)
-- http://www.shawgrp.com/-- provides services to the
environmental, infrastructure and homeland security markets,
including consulting, engineering, construction, remediation and
facilities management services to governmental and commercial
customers.  It is also a vertically integrated provider of
engineering, procurement, pipe fabrication, construction and
maintenance services to the power and process industries.  The
company segregates its business activities into four operating
segments: Environmental & Infrastructure; Energy & Chemicals;
Maintenance, and Fabrication, Manufacturing & Distribution.  In
January 2005, the company sold substantially all of the assets of
its Shaw Power Technologies, Inc. and Shaw Power Technologies
International, Ltd. units to Siemens Power Transmission and
Distribution Inc., a unit of Siemens AG.

The company has operations in Chile, China, Malaysia, the United
Kingdom and, Venezuela, among others.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on The Shaw Group Inc. and removed it from
CreditWatch, where it was placed with negative implications in
October 2006.  S&P said the outlook is stable.

In addition, 'BB' senior secured debt rating was affirmed after
the $100 million increase to the company's revolving credit
facility.


SMK SPEEDY: Bankruptcy Hurts Branch Store, Franchisee Says
----------------------------------------------------------
Heidi and Don Cole, owners of an SMK Speedy International Inc.
store in Lansdowne Street, Peterborough said they want the people
to know their operations are still ongoing, Fiona Isaacson writes
for The Peterborough Examiner.

According to the owners, Speedy's bankruptcy hurt their business
because it made the people believe that warranties from the stores
have become worthless, Examiner relates.  The Coles said customers
no longer visit their store, which used to serve about a dozen per
day, Examiner says.

The owners would like to assure the people that although some 14
stores were shut down, the rest of the stores remain open to serve
customers, Examiner reports.

The Coles told Examiner they didn't know Speedy's going bankrupt
when they bought the store in February 2007.  The Coles added that
they are waiting for Forum Leasehold Partners Inc., Speedy's new
owner, to take action, Examiner relates.

              Court Approves Sale of Assets to Forum

As reported in the Troubled Company Reporter on Dec. 19, 2007,
The Ontario Superior Court of Justice approved the sale of
Speedy's assets to its landlord, Forum Leasehold.

A receiver's report discloses that the buying price is expected to
be lower than SMK's debts, valued at around $3.2 million.

Adele Imrie at Forum said that her company intends to continue
SMK's operations to take advantage of the Speedy brand which has
been established for 50 years.

                      About Forum Leasehold

Forum Leasehold Partners Inc. -- http://www.forum-flp.com/--
acquires and develops single tenant properties.  The company has
built a portfolio consisting of over 800,000 square feet.  Forum
investment criteria include a wide range of asset, credit quality
and lease types.  Forum invests in a full range of transaction
types including sale-leasebacks, Public Private Partnerships (P3s)
and design-build-lease projects.

                         About SMK Speedy

Ontario-headquartered SMK Speedy International Inc. --
http://www.speedy.com/-- is a privately held specialty car repair
shop owned by Speedy Muffler King which opened its' first store in
1956 and was one of the first muffler replacement specialists in
North America.  The company specializes in exhaust and muffler
repair under the Speedy Auto Service name (originally Speedy
Muffler King), its mechanics also fix shocks, brakes, steering,
and variety of other automotive ailments.  The company operates
more than 120 stores in Canada and licenses eight stores in South
Korea.  The Goldfarb Corporation in 2004 sold its controlling
interest in SMK Speedy to Minute Muffler and Brake, a Canadian
automotive services company with more than 110 franchised
locations.

SMK Speedy obtained protection under the Companies' Creditors
Arrangement Act on Nov. 8, 2007.  KPMG LLP is the financial
advisor to the company.  Mintz & Partners Limited is the monitor
in the Debtor's cases appointed by the Superior Court of Justice.


SOLUTIA INC: Chapter 11 Emergence Delayed on Credit Woes
--------------------------------------------------------
Solutia Inc. discloses that the effective date of its confirmed
plan of reorganization and its emergence from Chapter 11 will be
delayed from the previously anticipated Jan. 25, 2008 emergence
date.

As previously reported, Solutia's Consensual Plan, which was
confirmed on Nov. 29, 2007, is subject to numerous closing
conditions, including entering into an exit financing facility.
The lead arrangers of Solutia's exit financing -- Citigroup Global
Markets Inc. and certain of its affiliates, Goldman Sachs Credit
Partners L.P., Deutsche Bank Trust Company Americas and Deutsche
Bank Securities Inc. -- informed Solutia yesterday that, in their
view, due to continuing conditions in the credit markets, they
have not been able to complete the exit financing they committed
to on October 25, 2007. The exit financing consists of a
$1,200,000,000 senior secured term loan facility, a $400,000,000
senior secured asset-based revolving credit facility and
$400,000,000 aggregate principal amount of senior unsecured notes.

Under the terms of the commitment, the lead arrangers of the exit
financing have an obligation, subject to certain conditions, to
provide the term loan facility, the revolving credit facility and,
in case they are not able to successfully market the senior
unsecured notes, a $400,000,000 senior unsecured bridge facility.
The commitment expires on Feb. 29, 2008.

Solutia said in a statement that one of the conditions of the lead
arrangers' obligations to provide those credit facilities is the
absence of any adverse change since Oct. 25, 2007, in the loan
syndication, financial or capital markets generally that, in their
reasonable judgment, materially impairs syndication of the
proposed loan facilities.  The lead arrangers have asserted that
this condition has not been satisfied.

Solutia, however, believes that the ongoing conditions in the
credit markets began long before October 25, 2007. Accordingly,
the company believes that the lead arrangers are required to fund
their commitments on or before Feb. 29, 2008.

"While we disagree with the position asserted by the lead
arrangers, we intend to continue to work with them to successfully
syndicate the exit facility," said Jeffry N. Quinn, Chairman,
President and Chief Executive Officer of Solutia.

The delayed deal has ramifications for recoveries throughout the
capital markets and for companies that go into default, said
Matthew Dundon, head of research at Miller Tabak Roberts
Securities, according to Reuters.

"An obvious conclusion is the market is demanding better terms and
higher spreads now than it was then," Mr. Dundon said.  "It
indicates that the bank loan market remains strained.

"In fact it is not just hard to sell debt that you agreed to
originate before last summer, it may be hard to sell debt that you
agreed to originate in October," Mr. Dundon added, citing changes
in fiscal policy, the economic outlook and concerns about the
liquidity of credit markets and bond insurance.

                      About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia Inc. (OTCBB:SOLUQ) -
- http://www.solutia.com/-- and its subsidiaries, engage in the
manufacture and sale of chemical-based materials, which are used
in consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949).
When the Debtors filed for protection from their creditors, they
listed $2,854,000,000 in assets and $3,223,000,000 in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  (Solutia Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'B+' loan rating
to Solutia Inc.'s (D/--/--) proposed $1.2 billion senior secured
term loan and a '3' recovery rating, indicating the likelihood of
a meaningful (50%-70%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
conditions.  S&P also assigned its 'B-' rating to the company's
proposed $400 million unsecured notes.

Standard & Poor's expects to assign its 'B+' corporate credit
rating to Solutia if the company and its subsidiaries emerge from
Chapter 11 bankruptcy proceedings in early 2008 as planned.  S&P
expect the outlook to be stable.


SP NEWSPRINT: Inks $350 Million Merger Pact With White Birch
------------------------------------------------------------
SP Newsprint Co. has entered into an agreement with certain
affiliates of Peter Brant, who is the controlling shareholder of
White Birch Paper Company, to be acquired for $350 million in an
all-cash transaction.  Pending the receipt of regulatory approval,
the acquisition is expected to close during the first four months
of 2008.  Subject to obtaining certain consents, it is expected
that SP Newsprint will become a subsidiary of White Birch Paper.

The transaction is the result of a strategic review undertaken by
SP Newsprint to evaluate alternatives to position the company for
continued long-term success and maximize the value of the
business.  The sale includes the company's two newsprint mills in
the United States as well as SP Recycling Corp., SP Newsprint's
wholly owned recycling subsidiary.

"SP Newsprint's world-class assets, power generating facilities
and recycling organization present a compelling opportunity,"
Peter Brant, chairman & chief executive officer, White Birch Paper
said.  "This acquisition is expected to broaden our geographic
ability to supply our U.S. and foreign customers and provide White
Birch Paper with a strong platform to expand in the recycling
business."

TD Securities LLC acted as financial advisor to SP Newsprint in
connection with this transaction.  The financing is being
underwritten by GE Corporate Lending and arranged by GE Capital
Markets.

                 About White Birch Paper Company

Headquartered in Greenwich, Connecticut, White Birch Paper --
http://www.whitebirchpaper.com-- is a producer of newsprint in
north america with production totaling approximately
1.35 million metric tons.  The company's manufacturing facilities
are located in Riviere du Loup, Quebec, Ashland, Virginia, Quebec
City, Quebec, and Gatineau, Quebec.  In addition to newsprint, the
company produces directory paper and paper board products.

                     About SP Newsprint Co.

Headquartered in Atlanta, Georgia, SP Newsprint Co. --
http://www.spnewsprint.com -- is a general partnership among
affiliates of Cox Enterprises, Inc., Media General, Inc. and The
McClatchy Company.  The company operates newsprint mills in
Dublin, Georgia, and Newberg, Oregon as well as SP Recycling Corp,
a wholly owned fiber procurement subsidiary with facilities
primarily in the southeast and western portions of the United
States.  Annual newsprint production totals approximately one
million tons.


SP NEWSPRINT: S&P Cuts Corp. Rating to B+ on White Birch Deal
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on SP Newsprint Co. to 'B+' from 'BB-'.  The action
followed the company's announcement that it has a definitive
agreement under which affiliates of White Birch Paper Company
(B-/Negative/--) would acquire SP Newsprint in an all-cash
transaction valued at approximately $350 million.  The ratings on
SP Newsprint remain on CreditWatch with negative implications,
where they were placed on May 17, 2007, following the company's
announcement that it was exploring strategic alternatives,
including a possible sale of the company.

The transaction is subject to the satisfaction of certain
customary conditions, including regulatory approvals.  S&P expects
it to close by the end of April 2008.

The 'BB-' ratings on SP Newsprint's bank facilities were affirmed
but remain on CreditWatch with negative implications.   The
affirmation reflects the expectation that this debt would be
repaid in full when the acquisition closes.  The CreditWatch
listing reflects the potential for lower issue ratings in the
event the proposed transaction and refinancing do not occur.   The
'2' recovery ratings were also affirmed.  They indicate the
likelihood of substantial ((70%-90%) recovery in the event of a
payment default.

"In resolving the CreditWatch, we will continue to monitor
developments associated with the potential acquisition," said
Standard & Poor's credit analyst Andy Sookram.  "We would expect a
portion of the proceeds of the planned sale to be used to repay
all debt balances outstanding.  Upon completion of the sale we
would withdraw our ratings on SP Newsprint Co."


SPECIALTY UNDERWRITING: S&P Cuts Rating on Class B-1 Certs. to D
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B-1 asset-backed certificates from Specialty Underwriting and
Residential Finance Trust Series 2003-BC2 to 'D' from 'CCC'.
Concurrently, S&P affirmed its ratings on the three remaining
classes from this transaction.

The B-1 class has taken a principal write-down, and as a result,
S&P lowered its rating to 'D' from 'CCC'.  As of the January 2008
remittance period, monthly losses for the last three months
averaged $255,718, while the monthly excess interest averaged
$33,945.  Cumulative losses were 2.66% of the original pool
balance, and severe delinquencies (90-plus days, foreclosures, and
REOs) were 10.07% of the current pool balance.  The deal is
seasoned 53 months.

S&P affirmed its ratings on the remaining classes based on loss
coverage percentages that are sufficient to maintain the current
ratings.

Subordination, overcollateralization, and excess spread provide
credit support for this deal.  The collateral for the series
consists of fixed- and adjustable-rate mortgage loans secured by
first and second liens on one- to four-family residential
properties.

                          Rating Lowered

      Specialty Underwriting and Residential Finance Trust
                          Series 2003-BC2
              Mortgage loan asset-backed certificates

                                  Rating
                                  ------

                     Class   To           From
                     -----   --           ----
                     B-1     D            CCC

                         Ratings Affirmed

      Specialty Underwriting and Residential Finance Trust
                         Series 2003-BC2
              Mortgage loan asset-backed certificates

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

                    S                    AAA
                    M-1                  AAA
                    M-2                  B


STRUCTURED ASSET: Low Credit Enhancement Cues S&P's Ratings Cut
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of mortgage pass-through certificates issued by three
Structured Asset Investment Loan Trust deals issued in 2004.  Of
the 15 lowered ratings, S&P removed three from CreditWatch with
negative implications.  Concurrently, S&P affirmed its ratings on
the remaining 22 classes from these transactions.

The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses and large amounts of severe
delinquencies (90-plus days, foreclosures, and REOs).  As of the
December 2007 remittance date, monthly realized losses have
averaged $1,890,912 (series 2004-8), $1,597,156 (series 2004-11),
and $666,466 (series 2004-BNC2), outpacing excess interest
by 2.49x, 1.35x, and 2.73x, respectively.  Severe delinquencies,
as a percentage of the current pool balances, were 14.92% (series
2004-8), 20.57% (series 2004-11), and 17.04% (series 2004-BNC2).
Overcollateralization (O/C) is below its target of 50 basis points
for each of the three transactions: O/C for series is 29 bps below
target, O/C for series 2004-11 is 14 bps below target, and O/C for
series 2004-BNC2 is almost completely depleted (only $1,780
remains).  S&P removed the ratings on three classes from
CreditWatch negative because S&P lowered them to 'CCC'.

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

Subordination, O/C, and excess spread provide credit support for
these transactions.  A portion of the loans with loan-to-value
ratios of 80% or more are also covered by private mortgage
insurance, which covers them to an LTV of 60%.

                         Ratings Lowered

             Structured Asset Investment Loan Trust
               Mortgage pass-through certificates

                                            Rating
                                            ------

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

         2004-8             M6            BBB+  A-
         2004-8             M7            BB    BBB+
         2004-8             M8            B     BBB
         2004-8             M9            CCC   BBB-
         2004-11            M8            BB    BBB
         2004-11            M9            B     BBB-
         2004-BNC2          M1            AA    AA+
         2004-BNC2          M2            A-    AA
         2004-BNC2          M3            BB+   AA-
         2004-BNC2          M4            B     A+
         2004-BNC2          M5            CCC   A
         2004-BNC2          M6            CCC   A-

     Ratings Lowered and Removed From CreditWatch Negative

             Structured Asset Investment Loan Trust
                Mortgage pass-through certificates

                                          Rating
                                          ------

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

       2004-8             B2            CCC   BBB-/Watch Neg
       2004-11            B             CCC   BB/Watch Neg
       2004-BNC2          M7            CCC   B/Watch Neg

                        Ratings Affirmed

             Structured Asset Investment Loan Trust
               Mortgage pass-through certificates

        Transaction       Class                   Rating
        -----------       -----                   ------

        2004-8            A1, A2, A4, A6, A8, A9  AAA
        2004-8            M1                      AA+
        2004-8            M2, M3, M4              AA
        2004-8            M5                      A
        2004-11           A4                      AAA
        2004-11           M1                      AA+
        2004-11           M2                      AA
        2004-11           M3                      AA-
        2004-11           M4                      A+
        2004-11           M5                      A
        2004-11           M6                      A-
        2004-11           M7                      BBB+
        2004-BNC2         A2, A5, A6              AAA


STRUCTURED ASSET: S&P Cuts Ratings on Two Certificates to Low-B
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M3 and M4 pass-through certificates from Structured Asset
Securities Corp.'s series 2003-BC2 and removed them from
CreditWatch with negative implications.  S&P also affirmed its
ratings on the remaining three classes from the same series.

The downgrades reflect collateral performance that has eroded
available credit support during recent months.  As of the December
2007 remittance period, cumulative losses were
$19.823 million, or 7.19% of the original principal balance.
Serious delinquencies (90-plus days, foreclosures, and REOs) were
$5.422 million of the current pool balance.  Losses have
consistently outpaced excess interest for 11 out of the 12 most
recent months.

The affirmations reflect stable collateral performance as of the
December 2007 remittance period.  Current and projected credit
support percentages for the classes with affirmed ratings are
sufficient to support the ratings at their current levels.

Subordination, excess interest, and overcollateralization provide
credit support for the transaction.  At issuance, the collateral
backing these deals consisted of subprime fixed- and adjustable-
rate fully amortizing first-lien mortgage loans secured by one- to
four-family residential properties.

      Ratings Lowered and Removed From CreditWatch Negative

               Structured Asset Securities Corp.

                                        Rating
                                        ------

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

       2003-BC2         M4          B-         BB/Watch Neg
       2003-BC2         M3          B          BBB+/Watch Neg

                         Ratings Affirmed

                 Structured Asset Securities Corp.

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

               2003-BC2     M1              AA
               2003-BC2     M2              A
               2003-BC2     B1              CCC


SWIFT CORP: Weak Operations Prompt S&P to Cut Corp. Rating to B-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Swift Corp. to 'B-' from 'B'.  At the same time, S&P
removed the ratings from CreditWatch, where they were placed with
negative implications on Sept. 14, 2007.  The outlook is negative.
Swift Corp. is the holding company for Swift Transportation Co.
Inc., a Phoenix, Arizona-based truckload carrier.

"The rating actions reflect Swift's weak operating profitability
in recent quarters and concerns over its near-term operating
performance given the slowing U.S. economy and pressures currently
experienced by the trucking sector," said Standard & Poor's credit
Anita Ogbara.  During the past several quarters, Swift's earnings
and cash flow have been hurt by the soft freight environment.  In
addition, the company has limited room under bank covenants for a
further material decline in EBITDA.  The company is reducing
capacity, and has taken measures to improve operations, as well as
recover pricing and profitability, which should result in better
financial results by late 2008.  Conditions in the trucking sector
have deteriorated over the past year and will likely not improve
materially over the near term because of a slowing U.S. economy.
Still, S&P expects to see some improvement in volumes and pricing
late in 2008.

The ratings on Swift reflect the highly fragmented and cyclical
truckload market and the company's high capital intensity,
customer concentration, and highly leveraged capital structure.
Offsetting this somewhat is the company's satisfactory market
position as one of the largest TL carriers in the U.S. and growing
positions within the intermodal and dedicated trucking business.

Swift operates a fleet of 18,000 tractors, 50,000 trailers, and 31
major terminals in the U.S. and Mexico.  Although it has a market
leading position, it operates in a very fragmented industry where
the top 10 truckload companies account for less than 10% of total
industry revenues.  As a result, it faces a very competitive
marketplace, although its size, relative to most other industry
players, provides some competitive advantages, including economies
of scale in purchasing, a greater ability to attract drivers, and
more resources to meet customer demands.  Swift has some degree of
customer concentration, with the top five customers accounting for
about 30% of total revenues.  One customer, Wal-Mart, accounts for
15% of total revenues.

S&P expects Swift's financial results to improve by the third or
fourth quarter of 2008 in response to various operating
initiatives and an improvement in the freight environment.  S&P
could lower the ratings further if financial results fail to
improve and or access to liquidity becomes constrained.  S&P could
revise the outlook to stable if Swift's credit metrics return to
expected levels, and the improvement appears sustainable.


TD AMERITRADE: Earns $241 Million in Quarter Ended December 31
--------------------------------------------------------------
Continued retail investor engagement, increasing traction of its
asset gathering strategy and a strong, conservative balance sheet
have helped TD AMERITRADE Holding Corporation once again achieve
record earnings results.  The company disclosed these regarding
its first quarter of the 2008 fiscal year, which closed Dec. 31,
2007:

Quarterly Metrics:

   * Record net revenues of $642 million, 58% of which were asset-
     based;

   * Record pre-tax income of $357 million, or 56% of net
     revenues;

   * Record net income of $241 million;

   * Record EBITDA of $404 million, or 63%;

   * Record annualized return on equity of 42% for the quarter;

   * Client assets of approximately $300 billion, including
     $47 billion in client cash and money market funds;

   * Liquid assets of $614 million; cash and cash equivalents of
     $494 million.

Growth Indicators:

   * Record investable asset balances of approximately
     $31 billion, an increase of 10%;

   * Record fee-based balances of approximately $58 billion, an
     increase of 30%

   * Record average client trades per day of approximately
     322,000, an increase of 35%.

"We achieved another record quarter, up 67% from last year,
despite the uncertain economic environment affecting much of the
financial services industry," Joe Moglia, chief executive officer,
said.  "Our sales efforts are gaining notable traction as our
branches and service centers are focused on expanding
relationships with clients."

"We again demonstrated the strength of our operating leverage and
scalability with 56% pre-tax margins, which only accelerates when
retail investors remain strongly engaged in the markets," Bill
Gerber, chief financial officer, said.  "We delivered record
asset-based revenues and continued growth in revenue-earning
assets.  The result is yet another record quarter and an excellent
start to 2008."

                       Increased Guidance

The company has increased the midpoint of its guidance for fiscal
2008 to $1.32 and has adjusted its outlook to a range of $1.23 to
$1.41 to reflect the December Quarter's record results.

                         Balance Sheet

At Dec. 31, 2007, the company's balance sheet showed total assets
of $18.8 billion and total liabilities of $16.4 billion, resulting
in a stockholders' equity of $2.3 billion.  Equity on Sept. 30,
2007, was $2.1 billion.

                      About TD AMERITRADE

TD Ameritrade Holding Corp. (NASDAQ: AMTD) -- http://www.amtd.com/
-- is the owner of TD AMERITRADE Inc., the largest online
brokerage in the world in number of online equity trades placed
per day.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services revised its outlook on TD
AMERITRADE Holding Corp. to positive from stable.  At the same
time, S&P affirmed its 'BB' long-term counterparty credit rating
on TD AMERITRADE.


TIMKEN CO: Inks Agreement to Acquire Boring Specialties
-------------------------------------------------------
The Timken Company has entered into an agreement to acquire the
assets of Boring Specialties Inc.  Based in Houston, Texas, BSI
had 2006 sales of approximately $48 million and employs 190
people.

The acquisition will extend Timken's presence in the growing
energy market by adding BSI's value-added products to its wide
range of alloy steel products for oil and gas customers.  Terms of
the acquisition, which Timken expects to be accretive during the
first year of ownership, were not disclosed.

Founded in 1972 by Charlie Elder, BSI primarily serves the oil and
gas industry, with value-added products used in the manufacture of
down-hole drilling and completion components.  Timken steel is
used in a number of BSI's products.  Elder will continue as
president of the new entity following successful completion of the
transaction.

"Customers operating in an oilfield environment face some of the
most demanding conditions on earth, and both Timken and BSI
provide the products they need to succeed," said Salvatore J.
Miraglia, president - Steel Group. "As the search for new energy
reserves goes farther afield and deeper below the surface, we
believe that together we can capitalize on growth opportunities
that alone we could not have tapped."

The transaction is subject to customary closing conditions,
including expiration or termination of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.  Timken expects the transaction to close in the first
quarter of 2008.

Headquartered in Canton, Ohio, The Timken Company (NYSE: TKR) --
http://www.timken.com/-- is a manufacturer of highly engineered
bearings and alloy steels.  It also provides related components
and services such as bearing refurbishment for the aerospace,
medical, industrial and railroad industries.  The company has
operations in Argentina, Australia, Belgium, Brazil, Canada,
China, Czech Republic, England, France, Germany, Hungary, India,
Italy, Japan, Korea, Mexico, Netherlands, Poland, Romania, Russia,
Singapore, South America, Spain, Taiwan, Turkey, United States,
and Venezuela and employs 27,000 employees.

                         *     *     *

The Timken Company carries to date Moody's "Ba1" Long-Term
Corporate Family, Senior Unsecured Debt and Probability-of-Default
Ratings with a stable outlook.


TWEETER HOME: Court Extends Removal of Action Period Until May 7
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until May 7, 2008, the period wherein Tweeter Home Entertainment
Group Inc. and its debtor-affiliates may remove any actions
pending on the date of their bankruptcy filing.

The Debtors told the Court that they are parties to numerous
judicial and administrative proceedings currently pending in
various courts and administrative agencies.  The actions include
discrimination, workers compensation, and product liability
claims.

The Debtors explained that they have not completed their review of
the actions to determine whether any actions should be removed or
transferred to a district court, since they have been focused
primarily on:

   a) finalizing a proposed plan of liquidation following the
      July 13 closing of the sale of substantially all of their
      assets to Tweeter Newco, LLC;

   b) determining their remaining assets and liabilities; and

   c) fulfilling their obligations as debtors-in-possession.

The Debtors said that the requested extension affords the them
sufficient opportunity to make fully informed decisions
regarding the removal of the actions.

                       About Tweeter Home

Based in Canton, Mass., Tweeter Home Entertainment Group Inc.
-- http://www.tweeter.com/-- retails mid-to high-end audio and
video consumer electronics products.  Tweeter and seven of its
affiliates filed for chapter 11 Protection on June 11, 2007
(Bankr. D. Del. Case Nos. 07-10787 through 07-10796).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E.
Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC acts as
the Debtors' claims and noticing agent.  As of Dec. 21, 2006,
Tweeter had total assets of $258,573,353 and total debts of
$190,417,285.  The Court gave the Debtors until Feb. 6, 2008 to
file a plan of reorganization.

Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy
Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott
L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq.,
at Otterbourg, Steindler, Houston & Rosen, P.C., represent the
Official Committee of Unsecured Creditors.  The Debtors' exclusive
period to file a chapter 11 plan expires on Feb. 6, 2008.
(Tweeter Bankruptcy News, Issue No. 16, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


UAP HOLDING: Agrium Acquisition Deal Gets Canada Commissioner's OK
------------------------------------------------------------------
Agrium Inc. disclosed that the Commissioner of Competition,
appointed pursuant to the Competition Act of Canada, has issued a
"no-action" letter in respect of Agrium's previously announced
agreement for the acquisition of all of the outstanding common
stock of UAP Holding Corp. by a wholly owned subsidiary of Agrium.
The receipt of the "no-action" letter satisfies the Competition
Act condition under the agreement.  The tender offer is scheduled
to expire at midnight, New York City time, on Feb. 25, 2008,
unless the tender offer is extended.

As reported in the Troubled Company Reporter on Dec. 5, 2007,
UAP Holding Corp. and Agrium Inc. have entered into a definitive
agreement for Agrium to acquire UAP.  Under the terms of the
agreement, a subsidiary of Agrium will commence a tender offer to
purchase all of the outstanding common stock of UAP for $39 per
share in cash for an aggregate transaction value of approximately
$2.65-billion, including an estimated $487-million of assumed
debt.

Headquartered in Greeley, Colorado, UAP Holding Corp.
(NASDAQ:UAPH) -- http://www.uap.com/-- distributes agricultural
inputs and professional non-crop products in the United States and
Canada.  It markets products including chemicals, fertilizer and
seed to farmers, commercial growers and regional dealers.  In
addition to agricultural input product offering, it provides an
array of value-added services, including crop management,
biotechnology advisory services, custom fertilizer blending, seed
treatment, inventory management and custom applications of crop
inputs.  During the fiscal year ended Feb. 25, 2007, UAP acquired
50% of its joint venture in UAP Timberland and it acquired a
retail distribution location from an independent retail
distributor.  During fiscal 2007, the company closed on the
acquisition of Terral AgriServices Inc. and certain assets of
Terral FarmService Inc. and Wisner Elevator Inc.  In addition, it
acquired certain retail and service assets of AGSCO Inc. and AG
Depot Inc.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Standard & Poor's Ratings Services said that the recent
announcement by Agrium Inc. (BBB/Stable/--) of potential delays in
closing its UAP Holding Corp.  (BB-/Watch Pos/--) acquisition will
not affect the ratings on Agrium.


US CENTURY: Strong Capital Levels Prompt Fitch to Put 'BB' Rating
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' long-term Issuer Default Rating
and a 'B' short-term IDR to U.S. Century Bank based in Miami,
Florida.  The Rating Outlook is Stable.

Fitch's ratings reflect USCB's consistent operating performance,
strong capital levels, and historically sound asset quality.
Conversely, limited revenue diversification, geographic
concentration in the Florida market, and a higher risk loan mix
are constraining factors.

USCB's performance to date has been solid.  The bank benefited
from opening during a robust construction period in South Florida
and has a directorate with strong connections to local builders.
Given the recent downturn in the housing market and the weakened
Florida real estate market, Fitch expects earnings will decline
from historical levels, but remain within expectations for this
rating category.

USCB's current capital levels are considered solid and supported
by numerous equity issuances and good earnings generation over the
last several years.  The lack of common dividends to date has
helped to offset the significant asset growth.

Overall, the loan portfolio continues to exhibit sound asset
quality evident by the lack of any sizeable net charge-offs.
Reserve levels are considered adequate in light of the present
loan mix and historically low loss experience.  The bank's credit
risk management function appears appropriate given good loan
review coverage, a robust loan loss reserve methodology, and sound
risk management techniques, including stress testing.

Somewhat offsetting these strengths, revenue diversity is limited
and mainly driven by spread income.  Noninterest expense is
expected to increase due to some of the strategic initiatives USCB
is currently pursuing to broaden its product offerings, build its
branch network, and introduce new business lines.

The bank is dependent mostly on the economic conditions of the
South Florida market and thus susceptible to a local downturn,
particularly in real estate.  USCB's loan mix is heavily weighted
toward construction and land development and thus exposes the bank
to significant risk in a deteriorating real estate environment.
Fitch also recognizes that USCB is exposed, albeit very modestly,
to sovereign risk in Latin America through its new correspondent
banking business.  The development of this business bears close
monitoring as it introduces new credit and operational risks.

USCB, a Miami-based community bank, opened in October 2002 with
$22 million in capital.  The bank has experienced significant
growth to date, and at Dec. 31, 2007, assets and loans totaled
$1.3 billion and $1.1 billion, respectively.

U.S. Century Bank's ratings are assigned by Fitch, with a Stable
Outlook:

  -- Long-term Issuer Default Rating 'BB';
  -- Long-term deposits 'BB+';
  -- Short-term IDR 'B';
  -- Short-term deposit 'B';
  -- Individual 'C';
  -- Support '5';
  -- Support floor 'NF'.


US ENERGY: Taps Epiq Bankruptcy as Noticing and Claims Agent
------------------------------------------------------------
US Energy Systems Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ Epiq Bankruptcy Solutions LLC as their
noticing, claims and balloting agent.

Epiq will perform various bankruptcy processing services,
including claims management, notice printing, mailing and
publication, plan and ballot solicitation, vote tabulation, system
licensing, creditor setup, consulting, distributions and other
services.  The firm is also expected to:

     a) prepare and serve required notices in these Chapter 11
        cases, including:

        -- a notice of the commencement of these Chapter 11
           cases and the initial meeting of creditors under
           Section 341(a) of the Bankruptcy Code;

        -- a notice of the claims bar date;

        -- notices of the objections to claims;

        -- notices of hearings on a disclosure statement and
           confirmation of a plan of reorganization; and

        -- such other miscellaneous notices as the Debtors or
           the Court may deem necessary or appropriate for an
           orderly administration of these cases;

     b) assist with the publication of required notices, as
        necessary;

     c) within five(5) business days after the service of a
        particular notice, file with the Clerk's Office an
        affidavit o the service that includes (i) a copy o the
        notice served, (ii) an alphabetical list of persons on
        whom the notice was served along with their addresses
        and (iii) the date and manner of service;

     d) maintain copies of all proofs of claim and proofs of
        interest filed in these cases;

     e) maintain official claims registers in these Chapter 11
        cases by docketing all proofs of claims and proofs of
        interest in a claims database that includes these
        informations:

        -- the name and address of the calimant or interest
           holder and any agent thereof, if the proof of
           interest was filed by an agent;

        -- the date the proof of claim or proof of interest was
           received by Epiq and/or the Court;

        -- the claim number assigned to the proof of claim or
           proof of interest; and

        -- the asserted amount and classification of the claim;

     f) implement necessary security measured to ensure the
        completeness and integrity of the claims registers;

     g) transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     h) maintain an up-to-date mailing list for all entities
        that have iled proofs of claim or proofs of interest
        and make such list available to the Clerk's Office or
        any party-in-interest upon request;

     i) provide access to the public for examination of copies
        of the proos of claim or proofs of interest filed in
        these Chapter 11 cases without charge during regular
        business hours;

     j) create and maintain a public access website setting
        forth pertinent cases information and allowing access
        to certain documents filed in the Debtors' Chapter 11
        cases;

     k) record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers to
        the extent requireds by Bankruptcy 3001(e);

     l) comply with applicable federal, state, municipal and
        local statutes, ordinances, rules, regulations, orders
        and other requirements;

     m) provide temporary employees, who are not past or
        present employees of the Debtors, to process claims, as
        necessary;

     n) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe;

     o) provide balloting and solicitaions services, including
        producing personalized ballots and tabulating creditor
        ballots on a daily basis;

     p) provide such other claims processing, noticing,
        balloting and related administrative services as may be
        requested from time to time by the Debtors; and

     q) at the close of these cases, box and transport all
        original documents in proper format, as provided by the
        Clerk's Office, to the Federal Archives.

The firm will bill the Debtors at these rates:

     Designation                 Hourly Rate
     -----------                 -----------
     Senior Consultant               TBD
     Senior Case Manager         $225 - $275
     Case Manager (Level 2)      $185 - $220
     IT Programming Consultant   $140 - $190
     Case manager (Level 1)      $125 - $175
     Clerk                        $40 - $60

The Debtors will also provide the firm a retainer amount of
$25,000 to be kept in place at all times and applied against the
firm's final invoice for the services provided to the Debtors.

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

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY)  --  http://www.usenergysystems.com/-- owns green power and
clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.  The company filed
for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No.
08-10054).  There are 34 affiliates who filed for separate Chapter
11 petitions.  When the Debtors filed for protection from their
creditors, they listed total assets of $258,200,000 and total
debts of $175,300,000.


US ENERGY: Zahren, Reynolds and Augustine Joins Board of Directors
------------------------------------------------------------------
U.S. Energy Systems Inc.'s Board of Directors has elected Bernard
J. Zahren, Joseph P. Reynolds and Richard J. Augustine as
Directors.

Robert A. Schneider has resigned from the company's Board.

Mr. Zahren, who will serve as Chairman of the Board's Audit
Committee, has been the Chief Executive Officer of Zahren
Financial Company, LLC, a consulting company in energy and related
fields, since 2002.  From 2002 to 2005 he also had a controlling
interest in Domani, LLC, an international consulting company
focused on business initiatives in the carbon management, climate
change and renewable energy sectors.  Mr. Zahren served as Chief
Executive Officer of USEY and as a Director from May 2001 to July
2002. Prior to his service with USEY, Mr. Zahren was the founder
and Chief Executive Officer of Zahren Alternative Power
Corporation, which was sold to USEY in 2001 and renamed US Energy
Biogas Corp. Mr. Zahren has extensive experience in managing
USEB's and its predecessor's operations and development activities
in alternative energy and cogeneration projects.  Mr. Zahren
received a B.A. degree from the University of Notre Dame and an
M.B.A. from the University of Pittsburgh.

Mr. Reynolds has served as the Chief Executive Officer of USEY and
of its subsidiary, UK Energy Systems Limited, since 2007.  He has
over 30 years of experience in the energy industry, has held
operations and management positions with Occidental Petroleum,
Tenneco Gas/El Paso, Enron and Unocal.  During his career in the
energy sector, Mr. Reynolds has developed and managed
international midstream and downstream oil and gas facilities, as
well as LNG, chemical, and power generation projects, including
renewable energy projects.  He has been responsible for overseeing
the development, financing and management of greenfield facilities
and acquisitions, and the development of new technology, including
heavy oil extraction, shale oil, ethanol and biomass.  He holds an
M.B.A. from Durham University UK and a B.S. from the University of
Alabama in petroleum/chemical processing.  He is a registered
professional engineer in Europe, a Chartered Chemical Engineer and
a Chartered Scientist in the UK.

Mr. Augustine is Vice President, Chief Accounting Officer and
Secretary of USEY and Chief Executive Officer of its subsidiary,
U.S. Energy Biogas Corp.  He has served as an officer of U.S.
Energy Biogas Corp. and its corporate predecessor, Zapco, since
1996.  During this period he has been closely involved in
accounting, treasury, finance and reporting functions at U.S.
Energy Biogas Corp.  Prior to his involvement with USEY, U.S.
Energy Biogas and Zapco, Mr. Augustine served as Vice President of
Finance and Administration at Richard Roberts Group, a real estate
syndicator.  Mr. Augustine graduated from the College of the Holy
Cross with a B.A. in Economics and Accounting and from the
University of Connecticut with an M.B.A. in Finance.

Mr. Schneider tendered his resignation on Jan. 20, 2008, and the
new Directors were elected on Jan. 21, 2008.

                 Special Meeting of Stockholders

USEY also reported that it has mailed to stockholders a Notice of
Special Meeting of Stockholders to be held on Tuesday, Jan. 29,
2008 and made the Special Meeting Notice generally available to
investors by filing it with the SEC as an exhibit to a Form 8-K
report.

The Board of Directors has fixed the close of business on Jan. 18,
2008 as the record date for the determination of stockholders
entitled to notice of and to vote at the special meeting and at
any adjournment or postponement thereof.

                        About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY) -- http://www.usenergysystems.com/-- owns green power and
clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.  The company filed
for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No.
08-10054).  There are 34 affiliates who filed separate Chapter 11
petitions.  When the Debtors filed for protection from their
creditors, they listed total assets of $258,200,00 and total debts
of $175,300,000.


VISTAR CORP: Signs $1.3 Bil. Buyout Deal With Performance Food
--------------------------------------------------------------
Vistar Corp. has signed a definitive merger agreement to acquire
Performance Food Group Company.

Vistar Corp. is an affiliate of The Blackstone Group and
Wellspring Capital Management valued at approximately
$1.3 billion.

Under the terms of the agreement, Performance Food Group
shareholders will receive $34.50 in cash for each outstanding
share of company common stock they hold representing a premium of
33.4% over the average closing share price for the 30 trading days
ended Jan. 17, 2008 and 42.6% over yesterday's closing share price
of $24.19.

The board of directors of Performance Food Group has unanimously
adopted the merger agreement and resolved to recommend that the
company's shareholders approve the agreement.  The transaction
will be structured as a combination of Performance Food Group and
Vistar Corporation, a foodservice distributor controlled by
affiliates of Blackstone and Wellspring.

"We believe this transaction delivers outstanding value to our
shareholders," Steven L. Spinner, president and chief executive
officer of Performance Food Group said.  "We are also excited
about the opportunity to team up with Blackstone and Wellspring,
who enthusiastically support our goals of growth, operational
excellence and outstanding customer service."

"We are proud of our track record of growth, which is made
possible by the dedication and commitment of the thousands of
associates who make up the Performance Food Group family," Mr.
Spinner continued.  "We appreciate the confidence Blackstone and
Wellspring have in this company and believe this merger will
provide us with important resources to further execute our
operating and growth strategies."

"We are thrilled to be investing in such a high quality food
distribution company," Prakash Melwani, a senior managing director
at Blackstone said.  "We believe that Performance Food Group is
extremely well positioned and Blackstone and Wellspring will fully
support the company in continuing to deliver on its well-
established reputation for operational excellence while building
on its strong history of growth."

"We are excited about the combination of Performance Food Group
and Vistar, as it brings together two of the strongest companies
and many of the best brands in the foodservice distribution
industry," William F. Dawson, Jr., a partner at Wellspring said.
"Performance Food Group has a history of consistent growth and has
become one of the industry leaders."

"We believe that together with Vistar and the strong brands at
Roma, the people of both companies will join to make the combined
company stronger, more diverse and faster growing," Mr. Dawson
added.

The transaction is not subject to any financing condition to the
obligations of Blackstone and Wellspring.  Under the terms of the
merger agreement, Blackstone and Wellspring are obligated to pay
the company an aggregate $40 million termination fee if they
breach their obligation to consummate the transaction.  The
company will also solicit superior proposals from third parties
during the next 50 days.  The company does not intend to disclose
developments with respect to the solicitation process unless and
until its board of directors has revised its recommendation to the
shareholders.

The transaction is subject to receipt of shareholder approval and
the expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as well as satisfaction of
other customary closing conditions, and is expected to be
completed by the end of the second quarter of 2008.  After
completion of the transaction, Performance Food Group's stock will
be de-listed and no longer trade publicly.   The combined
companies will be named Performance Food Group.

                   About Performance Food Group

Headquartered in Richmond, Virginia, Performance Food Group
(NASDAQ/NGS: PFGC) -- www.pfgc.com -- markets and distributes more
than 68,000 national and private label food and food-related
products to over 41,000 restaurants, hotels, cafeterias, schools,
healthcare facilities and other institutions.

                     About Vistar Corporation

Based in Denver, Colorado, Vistar -- http://www.vistarvsa.com/--
is a food away from home distributor specializing in the Italian,
pizza, vending, office coffee, and theater markets.  The company
serves in 50 states through 36 distribution centers.    Evercore
Group LLC is acting as financial advisor to the company.  Bass,
Berry & Sims PLC is acting as legal advisor to the company.


VISTAR CORP: S&P Says Ratings Unmoved by Performance Food Deal
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on Vistar Corp. (B/Stable/--) are not immediately affected
by the announcement that Vistar's owners, The Blackstone Group and
Wellspring Capital Management, have signed a definitive merger
agreement to acquire Performance Food Group Co. (PFGC), a national
broad-line foodservice distributor, in a transaction valued at
approximately $1.3 billion.

The transaction will combine PFGC with Vistar.  Although specific
details regarding the transaction, including financing, are
currently unknown, Standard & Poor's will continue to monitor
these events and maintain S&P's ratings on Vistar.  However, S&P
expects Vistar's existing bank debt, including its $80 million
term loan, will be repaid as part of this transaction.  The
transaction is expected to be completed in the second quarter of
2008.  At that time, S&P would likely withdraw all ratings on
Vistar, including the corporate credit rating.


WACHOVIA BANK: Fitch Affirms 'B+' Rating on $4.5MM Class O Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed Wachovia Bank Commercial Mortgage
Trust's commercial mortgage pass-through certificates, series
2003-C4, as:

  -- $212.1 million class A-1A at 'AAA';
  -- $304.9 million class A-2 at 'AAA';
  -- Interest-only class X-C at 'AAA';
  -- Interest-only class X-P at 'AAA';
  -- $34.6 million class B at 'AAA';
  -- $11.1 million class C at 'AAA';
  -- $22.3 million class D at 'AAA';
  -- $12.3 million class E at 'AAA';
  -- $12.3 million class F at 'AA';
  -- $12.3 million class G at 'A+';
  -- $12.3 million class H at 'A';
  -- $20.1 million class J at 'BBB+';
  -- $8.9 million class K at 'BBB';
  -- $6.7 million class L at 'BBB-';
  -- $6.7 million class M at 'BB';
  -- $1.1 million class N at 'BB-';
  -- $4.5 million class O at 'B+'.

Fitch does not rate the $22.3 million class P certificates and
class A-1 has paid in full.

The rating affirmations are due to the transaction's stable
performance since the last Fitch rating action.  As of the January
2008 distribution date, the pool has paid down 21% to $704.3
million from $891.8 million at issuance.  In total nine loans
(8.3%) have defeased.

Five (5%) loans are scheduled to mature in 2008 and have a
weighted average coupon of 5.48%.  The largest loan (2.7%) is an
office property in Lacey, Washington.  The loan is scheduled to
mature on March 11 and the note rate is 5.35%.

Among the 2008 maturities is a multifamily property (0.6%) in
Atlanta, GA, that is also a Fitch loan of concern due to a decline
in occupancy to 71% as of June 2007 from issuance of 92%, and a
reported year end 2006 debt service coverage ratio on net cash
flow (DSCR-NCF) of 0.92 times.  The maturity date for this loan is
March 11 and the note rate is 5.33%.

A second loan, a manufactured housing community (0.4%) in
Blackman, Michigan, was scheduled to mature on Jan. 1, 2008, but
has been granted a 60 day extension.  This loan reported June 2007
occupancy of 94% and DSCR-NCF of 1.88x.  The note rate is 5.26%.

Currently there are no specially serviced loans.


WELLCARE HEALTH: S&P Retains Negative CreditWatch on BB- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-'
counterparty credit rating on WellCare Health Plans Inc.  remains
on CreditWatch with negative implications.

"On Oct. 25, 2007, we placed the rating on Watch negative in
connection with an investigation initiated by the U.S. Federal
Bureau of Investigation, the U.S. Department of Health and Human
Service Office of Inspector General, and the Florida attorney
general's Medicaid Fraud Control unit," said Standard
& Poor's credit analyst Joseph Marinucci.

The company has since been named in various class action
complaints, a whistleblower lawsuit (currently under seal), and is
dealing with various requests for information from the Securities
and Exchange Commission and Florida state regulatory authorities.
In response to the investigation, the company has formed a special
committee of the board of directors to conduct an independent
investigation and to develop and recommend any needed remedial
measures.

These events are a material adverse development with possibly
meaningful downside consequences for the company's credit profile,
particularly since WellCare has not been advised of the subject
matter of the investigation and has not yet filed its 10-Q for the
period ended Sept. 30, 2007.

"We believe that risk associated with WellCare's business profile
is at least partly mitigated by recent news of contract renewals
and service area expansion," said Mr. Marinucci.  "This removes
some of the uncertainty regarding WellCare's marketplace
sustainability and financial development.

"Nonetheless, WellCare's rating could be lowered by as much as one
category if the investigation leads to rescission of contract
awards or in some other way materially disrupts the company's
organizational structure and operational flexibility."


WHITE BIRCH: Affiliates Ink $350 Mil. Merger Deal w/ SP Newsprint
-----------------------------------------------------------------
Certain affiliates of Peter Brant, who is the controlling
shareholder of White Birch Paper Company, entered into an
agreement with SP Newsprint Co. to acquire SP Newsprint for
$350 million in an all-cash transaction.

Pending the receipt of regulatory approval, the acquisition is
expected to close during the first four months of 2008.  Subject
to obtaining certain consents, it is expected that SP Newsprint
will become a subsidiary of White Birch Paper.

The transaction is the result of a strategic review undertaken by
SP Newsprint to evaluate alternatives to position the company for
continued long-term success and maximize the value of the
business.  The sale includes the company's two newsprint mills in
the United States as well as SP Recycling Corp., SP Newsprint's
wholly owned recycling subsidiary.

"SP Newsprint's world-class assets, power generating facilities
and recycling organization present a compelling opportunity,"
Peter Brant, chairman & chief executive officer, White Birch Paper
said.  "This acquisition is expected to broaden our geographic
ability to supply our U.S. and foreign customers and provide White
Birch Paper with a strong platform to expand in the recycling
business."

TD Securities LLC acted as financial advisor to SP Newsprint in
connection with this transaction.  The financing is being
underwritten by GE Corporate Lending and arranged by GE Capital
Markets.

                      About SP Newsprint Co.

Headquartered in Atlanta, Georgia, SP Newsprint Co. --
http://www.spnewsprint.com -- is a general partnership among
affiliates of Cox Enterprises, Inc., Media General, Inc. and The
McClatchy Company.  The company operates newsprint mills in
Dublin, Georgia, and Newberg, Oregon as well as SP Recycling Corp,
a wholly owned fiber procurement subsidiary with facilities
primarily in the southeast and western portions of the United
States.  Annual newsprint production totals approximately one
million tons.

                 About White Birch Paper Company

Headquartered in Greenwich, Connecticut, White Birch Paper --
http://www.whitebirchpaper.com--is a producer of newsprint in
north america with production totaling approximately
1.35 million metric tons.  The company's manufacturing facilities
are located in Riviere du Loup, Quebec, Ashland, Virginia, Quebec
City, Quebec, and Gatineau, Quebec.  In addition to newsprint, the
company produces directory paper and paper board products.


WHITE BIRCH: SP Newsprint Deal Won't Affect S&P's "B" Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating and
outlook on White Birch Paper Co. (B-/Negative/--) are not affected
by the announcement that the controlling shareholder of White
Birch has entered into an agreement to acquire SP
Newsprint Co. (B+/Watch Neg/--) for $350 million in an all-cash
transaction.

The transaction is expected to close by the end of April 2008,
subject to regulatory approval.  While the newsprint market is
expected to benefit from capacity closures and price increases,
the likelihood for a potential U.S. recession and continued high
input costs could pressure earnings.  White Birch
is highly leveraged, with an adjusted debt to EBITDA ratio of 6.8x
at Sept. 30, 2007.


WMC DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: WMC Development IV, LLC
             1610 West Fullerton Avenue, Box B
             Chicago, IL 60614
             Tel: (312) 435-1050

Bankruptcy Case No.: 08-01297

Chapter 11 Petition Date: January 22, 2008

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtors' Counsel: Chad H. Gettleman, Esq.
                  Adelman & Gettleman
                  53 West Jackson Boulevard, Suite 1050
                  Chicago, IL 60604
                  Tel: (312) 435-1050 ext. 215
                  Fax: (312) 435-1059
                  http://www.ag-ltd.com/

Estimated Assets: $10 million to $50 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Elite Loft Builders Inc.       fees                  $83,574
333 W. North Avenue
Chicago, IL 60610

JRL Investments                loan                  $50,000
Attn: Gerald Frishman
1717 Deerfield Road
Suite 300
Deerfield, IL 60015

Winston & Strawn               legal services        $33,917
35 W. Wacker Drive
Chicago, IL 60601

Peoples Energy                 utilities             $31,126

AFCO                           insurance             $29,201

D&B Marketing                  marketing services    $26,625

Schmidt Salzman & Moran        legal services        $20,898

Tylk (TGRWA) LLC               services              $17,102

Dean Van Der Zee               accounting services   $15,000

St. Paul Travellers            insurance             $14,152

Figliulo and Silverman         legal services        $8,813

Sager Sealant Corp.            trade                 $8,400

Acme Sprinkler                 tade debt             $7,498

Solis Stone                    trade                 $6,681

Menards                        trade                 $6,468

Crawford Plumbing Supply       trade                 $5,964

Littman Insurance              insurance             $5,475

Parksite Appliances            trade                 $4,172

Leonards Plumbing              trade                 $4,025

Luna Carpets                   trade                 $4,024


XYIENCE INC: Failure to Secure More Capital Cues Bankruptcy Filing
------------------------------------------------------------------
Xyience Incorporated last week filed a voluntary petition under
Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court
for the District of Nevada.

The filing comes at around two weeks after an involuntary petition
was filed by 11 parties with claims aggregating at an estimated
value of $4 million.

A summary of the company's voluntary Chapter 11 petition was
published in the Troubled Company Reporter on Jan. 22, 2008.  A
summary of the involuntary Chapter 11 petition was similarly
published in the Troubled Company Reporter on Jan. 9, 2008

Xyience, which formerly sponsored Ultimate Fighting Championship,
owes more than $17 million in secured and unsecured debt to Frank
and Lorenzo Fertita, owners of UFC and belonging to the family
founding Station Casinos, John G. Edwards writes for Las Vegas
Review-Journal.

Despite the bankruptcy, Xyience President Omer Sattar appeared
positive about the current events and said he is "excited about"
the Debtor reorganizing, Review-Journal reports.  Mr. Sattar told
Review-Journal that the bankruptcy filing was due to Xyience's
failure to obtain $7.5 million additional capital from equity
holders and its large promotional expenses that yielded low
results.  He added that without the Fertitas' unwavering help, the
Debtor would have fallen into chapter 7 liquidation.

Mr. Sattar states in his court filing that the involuntary
petition filers, Mr. Pike, Terry Cardenas, Ronald Solomon and Rick
Klingenberg, threw threats to the Debtor's management saying
"somebody was going to ... get killed" and demanding payment of
$20,000, Review-Journal reveals.  The threats and intimidations,
according to Mr. Sattar, hindered the Debtor's effort to secure
the needed additional capital, Review-Journal adds.

According to Review-Journal, Dana White, president of UFC as well
as Messrs. Pike, Bergstrom and Klingenberg refused to comment on
the matter.

             About Ultimate Fighting Championship

Zuffa LLC dba Ultimate Fighting Championship holds mixed martial
arts fights through its UFC, World Extreme Cagefighting, and Pride
Fighting Championship.  UFC is one of the largest mixed martial
arts organization.  UFC is Zuffa's flagship brand and the primary
contributor to consolidated revenues and cash flow.  Mixed martial
arts are the second-most popular sporting event for men ages 18 to
34, following the NFL.

                About Xyience Incorporated

Xyience Incorporated -- http://www.xyience.com/-- manufactures
sports nutrition products and related commodities, like an apparel
line.  Xyience sells its energy drink through 230 convenience and
grocery stores, mostly in the Southwest.  Known for its Xenergy
energy drink, Xyience is an Ultimate Fighting Championship sponsor
and signed a $15 million sponsorship agreement with the UFC for
2007.

Founder and former CEO Russell Pike, together with Prosperity
Investments Alliance LLC and other creditors filed involuntary
Chapter 11 petition against the Debtor on Jan. 3, 2008 (Bankr. D.
Nev. Case No. 08-10049).  Mr. Pike listed $2,157,516 and
Prosperity listed $1,102,500 in unsecured claims.  Marjorie A.
Guymon, Esq., at Goldsmith & Guymon PC represents Mr. Pike and the
other creditors in the involuntary bankrupty petition.

The Debtor filed a voluntary petition under Chapter 11 on Jan. 18,
2008 (Bankr. D. Nev. Case No. 08-10474). Laurel E. Davis, Esq., at
Fennemore Craig PC represents the Debtor in its restructuring
efforts.  The Debtor listed total assets of $5,285,722 and total
debts of $42,342,831.


* Fitch Says US Equity REITs Have Adequate Liquidity
----------------------------------------------------
While most U.S. equity real estate investment trusts are fairly
well-positioned in terms of liquidity, access to unsecured bank
facilities is especially important for these companies in the
current market environment, according to Fitch Ratings in a
special report.  In the special report, Fitch notes that for most
U.S. equity REITs, sources of liquidity such as availability under
committed bank lines of credit, along with cash retained in excess
of dividend payments, are generally adequate with respect to
meeting uses of liquidity, such as maturing mortgage debt,
unsecured bond maturities, and capital expenditures.

'Despite the long-term nature of REITs' investment in real
property and limited working-capital requirements, REITs typically
are reliant upon credit facilities to acquire properties and to
fund certain development and capital expenditures,' says Steven
Marks, Managing Director and REITs group head.  'While most equity
REITs utilize unsecured or secured debt to finance these
activities over a longer time period, access to unsecured bank
facilities, particularly during periods of liquidity stress in the
capital markets, is crucial to a REIT maintaining a solid
financial profile.'

Fitch notes that liquidity is an important credit consideration
for equity REITs since such companies must pay out at least 90% of
their taxable income in the form of dividends to their
shareholders.  Therefore, equity REITs are typically reliant upon
availability under revolving credit facilities, cash retained
after dividend payments and unencumbered assets as primary sources
of liquidity.  Secondarily, most equity REITs access the capital
markets to refinance debt maturities and fund larger capital
expenditure programs, as primary liquidity sources are typically
insufficient to meet these cash needs.

Equity REITs are more dependent on short-term liquidity sources
such as committed unsecured bank facilities than companies in
other sectors because of REITs' inability to retain significant
amounts of cash flow.


* S&P Junks Ratings on 85 Classes of 56 NIMS RMBS Transactions
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 85
classes from 56 U.S. net interest margin securities (NIMS)
residential mortgage-backed securities  transactions backed mostly
by subprime U.S. mortgage collateral issued in 2004.
Concurrently, S&P removed its ratings on five of these classes
from CreditWatch with negative implications.

The 85 downgraded classes from the 56 U.S. NIMS RMBS transactions
had an original total principal balance of approximately $1.31
billion, which represents 8.22% of the roughly $15.94 billion in
U.S. NIMS RMBS that Standard & Poor's rated in 2004.  The 85
downgraded classes have an outstanding
principal balance of approximately $304.20 million, or roughly
23.21% of their original principal amount.  The total balance of
Standard & Poor's rated U.S. RMBS securities backed by all types
of residential mortgage loans issued in the non-agency market in
2004 was more than $712 billion.

During 2004, Standard & Poor's rated a total of 278 U.S. NIMS RMBS
transactions, 204 of which have paid off.  As of the December 2007
distribution period, the remaining 74 NIMS transactions were still
outstanding.

Eighteen of the 74 outstanding NIMS transactions are not included
in this release, for these reasons:

  -- six of these deals contain just one class each, rated
     'AAA' due to a bond insurance policy;

  -- one deal has a confidential rating; and

  -- for the remaining 11, we will need to run additional cash
     flow stresses after the January 2008 distribution period,
     when the overcollateralization for all of the underlying
     transactions should have stepped down.

Approximately 60.52% of the U.S. NIMS RMBS classes downgraded, as
a percentage of the $1.31 billion original principal balance of
the downgraded NIMS securities, were rated 'BBB' or lower before
the downgrades.

Standard & Poor's is making more active use of the 'CC' rating
category in the surveillance of these 2004 NIMS transactions, in
response to the deterioration in the U.S. mortgage markets and the
consequent decline in the creditworthiness of rated mortgage-
backed securities.  The expanded use of this
rating category is intended to provide greater credit
differentiation at the low end of the rating scale.  An issue
rated 'CC' is, in S&P's view, currently highly vulnerable to
nonpayment.  RMBS securities rated 'CC' evidence, according to
Standard & Poor's applicable rating criteria and methodology,
insufficient capacity to repay and no apparent prospect for
restoration of such capacity to pay.  Securities rated 'CCC' are,
in S&P's view, currently vulnerable to nonpayment and are
dependent on favorable business, financial, and economic
conditions to meet financial obligations.  In the event of adverse
business, financial, and economic conditions, the obligor is not
likely to have the capacity to meet such obligations.  S&P
anticipates the continued use of 'CC' ratings on RMBS transactions
backed by a variety of residential mortgage collateral, as S&P
expects the collateral performance to continue to deteriorate.

The resulting ratings associated with the downgraded classes, as a
percentage of the total $1.31 billion original principal balance
of the downgraded securities, are:

                        Rating    Percentage
                        ------    ----------

                        CCC        1.79%
                        CC        98.21%

These 56 NIMS transactions are, on average, 40 months seasoned.
Although cash flow projections run at the time S&P assigned the
original ratings to these transactions projected that the deals
should have already paid off in full, due to the performance of
the underlying transactions and higher-than-projected losses and
prepayment speeds, these NIMS transactions did not receive the
cash flows originally projected.  As a result, just over
23% of the original principal balances of these NIMS transactions
remains outstanding, on average, whereas approximately 19% of the
original pool balances of the underlying transactions is
outstanding.

S&P evaluated a number of performance measures for each U.S. NIMS
RMBS transaction.  These performance measures included the amount
and type of cash (excess interest, prepayment penalty fees, and
cap payments) received from the underlying transaction(s); the
rate at which the NIMS is repaying relative to original
projections; whether or not the NIMS has incurred an actual
interest shortfall; and the outstanding principal balance relative
to the amount of cash being received from its underlying
transaction(s).  S&P also considered whether or not the
overcollateralization of the underlying deal is at or below
its target.

S&P lowered its rating on a NIMS class to 'CC' if the class had
incurred an interest shortfall, the NIMS deal had not received any
cash flows from the underlying deal, and the overcollateralization
of the underlying deal was below its target or below its floor, or
if the difference between the current overcollateralization and
the floor was less than the outstanding class balance.

S&P lowered its rating on a NIMS class to 'CCC' if the class had
not yet incurred an interest shortfall and the outstanding class
balance was small relative to the cash flow.

                 Rating and CreditWatch Actions

             Aegis Net Interest Margin Trust 2004-5

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-5     Notes     CC     BBB

                     Ameriquest NIM 2004-RN5

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-RN5   B         CC     BBB-

          Asset Backed Funding Corp. NIM 2004-OPT4 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-OPT4  N2        CC     BBB-

          Asset Backed Funding Corp. NIM 2004-OPT4 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-OPT4  N3        CC     BB

          Asset Backed Funding Corp. NIM 2004-OPT5 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-OPT5  N4        CC     BBB-

          Asset Backed Funding Corp. NIM Trust 2004-AHL1

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-AHL1  Notes     CC     BBB-

Asset Securitization Corp. Net Interest Margin Trust 2004-AP1

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-AP1   Notes     CCC    BBB

           Asset-Backed Funding Corp. NIM 2004-HE1 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-HE1   N3        CC     BB

     Bear Stearns Structured Products Inc. NIM Trust 2004-12

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-12    Notes     CC     BBB+

    Bear Stearns Structured Products Inc. NIM Trust 2004-14

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-14    A         CC     A

                   Cayman ABSC NIMs 2004-HE7

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-HE7   A2        CC     BBB-

                   Cayman ABSC NIMs 2004-HE9

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-HE9   A2        CC     BB+

                   CFLAT Cayman NIM 2004-AQ1 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-AQ1   C         CC      BBB-
                 2004-AQ1   D         CC      BB

                       CMO Holdings II Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-1     A-1       CC     A-
                 2004-1     A-2       CC     BBB-

                       CMO Holdings II Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-1     A-3       CC     BB

                       CMO Holdings II Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-11    A-2       CC     A
                 2004-11    A-3       CC     BBB

                       CMO Holdings II Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-HE3   A-2       CCC    BB

                       CMO Holdings II Ltd.

                 Series        Class     To     From
                 ------        -----     --     ----
                 2004-KS-10-A  A-2       CC     BB

                       CMO Holdings II Ltd.

                 Series        Class     To     From
                 ------        -----     --     ----
                 2004-KS10-B   A-1       CC     BBB
                 2004-KS10-B   A-2       CC     BB

               Countrywide Home Loan Trust 2004-BC1N

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-BC1N  Notes     CC     BBB-

                        CWABS 2004-BC4N Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-BC4N  A-3       CC     BBB-

                           Equifirst CI-2

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-2     N-3       CC     BBB-
                 2004-2     N-4       CC     BB+

                        Finance America CI-2

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-2     N3        CC     BBB-

                First Franklin NIM Trust 2004-FF10

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-FF10  N3        CC     BBB-

                First Franklin NIM Trust 2004-FF10

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-FF10  N4        CC     BB+

                     Homestar NIM Trust 2004-3

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-3     A-2       CC     BBB-
                 2004-3     A-3       CC     BB

                     Homestar NIM Trust 2004-4

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-4     A-2       CC     BBB
                 2004-4     A-3       CC     BBB-
                 2004-4     A-4       CC     BB

                   Impac NIM Series 2004-1N Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-1N    A-1       CC     A-
                 2004-1N    A-2       CC     BBB-

             Long Beach Asset Holdings Corp. CI 2004-6

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-6     N-2       CC     BBB-
                 2004-6     N-3       CC     BB

                             MASTR CI-6

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-OPT2  N3        CC     BBB-
                 2004-OPT2  N4        CC     BB+

                           Meritage CI-1

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-1     N4        CC     BB+
                 2004-1     N5        CC     BB

  Merrill Lynch Mortgage Investors NIM Trust Series 2004-WMC1

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-WMC1  N1 Notes  CC     BBB+

                  MLMI Cayman NIM 2004-HE2 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-HE2   N2        CC     BB

                  MLMI Cayman NIM 2004-OPT1 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-OPT1  N2        CCC    BBB-

                  MLMI Cayman NIM 2004-WMC3 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-WMC3  N1        CC     BBB+

                  MLMI Cayman NIM 2004-WMC3 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-WMC3  N2        CC     BB+

                  MLMI Cayman NIM 2004-WMC4 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-WMC4  N2        CC     BBB

                  MLMI Cayman NIM 2004-WMC4 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-WMC4  N3        CC     BBB-

                     Park Place NIM 2004-MHQN1

                 Series       Class     To     From
                 ------       -----     --     ----
                 2004-MHQN1   F         CCC    BB+

        People's Choice Net Interest Margin Trust 2004-1

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-1     Notes     CC     BBB+

                 People's Choice NIM Trust 2004-2

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-2     B         CC     BBB-

                     RASC NIM 2004-NT11 Trust

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-NT11  Notes     CC     BBB-

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2003-11    B         CC     B/Watch Neg

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-1     A         CC     BBB+
                 2004-1     B         CC     BBB-

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-10    B         CC     BB+

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-2     A         CC     BB/Watch Neg
                 2004-2     B         CC     B/Watch Neg

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-3     A         CC     A-
                 2004-3     B         CC     BBB-
                 2004-3     C         CC     BB

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-5     B         CC     BBB

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-6     B         CC     BBB-

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-6XS   B         CCC    BB+

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-7     B         CC     BBB-

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-8     B         CC     BBB-

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-A     B         CC     BBB-
                 2004-A     C         CC     BB

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-BNC1  B         CC     BBB-

                            SASCO ARC Co.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-BNC2  B         CC     BB

                           SB Finance CI-4

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-OPT1  N10       CC     BBB-

                           SB Finance CI-4

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-OPT1  N11       CC     BB+

                           SB Finance CI-4

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-OPT1  N9        CC     BBB

      Sharps SP I LLC Net Interest Margin Trust 2004-HE1N

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-HE1N  Notes     CC     BB-/Watch Neg

      Sharps SP I LLC Net Interest Margin Trust 2004-HS1N

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-HS1N  Notes     CC     BB-/Watch Neg

                 Terwin Cayman NIM 2004-11HE Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-11HE  N1        CC     A

                 Terwin Cayman NIM 2004-11HE Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-11HE  N2        CC     BBB-

                 Terwin Cayman NIM 2004-11HE Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-11HE  N3        CC     BB

                  Terwin Cayman NIM 2004-21 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-21    1N1       CC     BBB-

                  Terwin Cayman NIM 2004-21 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-21    1N2       CC     BB

                  Terwin Cayman NIM 2004-21 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-21    2N1       CC     BBB-

                  Terwin Cayman NIM 2004-21 Ltd.

                 Series     Class     To     From
                 ------     -----     --     ----
                 2004-21    2N2       CC     BB

                 Terwin NIMs Trust TMTS 2004-13ALT

                 Series      Class     To     From
                 ------      -----     --     ----
                 2004-13ALT  N         CC     BBB-


* S&P Opines Auto Loan-Backed Securities are Deteriorating
----------------------------------------------------------
Standard and Poor's says the credit performance of U.S. asset-
backed securities backed by auto loans is showing signs of
deterioration, according to a report recently published by
Standard & Poor's Ratings Services.

"The liberalization of credit standards, escalating mortgage
delinquencies and foreclosures, and the country's weaker
employment have negatively affected auto loan performance," said
Amy Martin, credit analyst. "The auto loan static index indicates
that delinquencies (30-plus-days late) on 2006 prime
securitizations are at a seven-year high, now exceeding 2001's
recessionary levels. Further, across all segments, managed
portfolio delinquencies are higher than last year's levels and
auto issuers have been increasing their provisions for loan
losses," she continued.

The stress signals are permeating all segments of auto finance-
from prime to subprime-with static pool cumulative net losses on
the 2006 vintages trending 16% to 30% higher than in the 2005
vintages.  The 2007 pools are off to a weak start given the year-
over-year increase in delinquencies.

In response to this deterioration, in December 2007, Standard &
Poor's conducted a review of U.S. retail auto loan ABS that S&P
rated in 2006 and 2007.  Upon the completion of S&P's review, S&P
concluded that, despite higher projected losses, the transactions
were adequately enhanced at the assigned ratings.   However,
deterioration beyond S&P's December assumptions could result in
future rating actions for some transactions.

S&P's outlook regarding the market are:

  -- S&P expects issuance to increase during the first half of
     2008 compared with second-half 2007 due to pent-up
     securitization supply.  However, investor appetite is
     difficult to gauge at this point, and S&P is currently
     forecasting stable issuance volume for all of 2008 (taking
     into account private issuance).

  -- Given the current credit cycle, credit enhancement levels
     are likely to increase for issuers experiencing higher
     losses.

  -- In light of the uncertain economic outlook and high
     consumer debt levels, S&P expects losses to continue to
     rise this year on the 2006 and 2007 vintages.

  -- While credit losses are likely to rise, S&P currently
     believes that auto loan ABS transactions are enhanced
     adequately for the assigned ratings.  However, if
     performance deteriorates beyond S&P's December
     assumptions, this could result in future rating actions
     for some transactions.


* Christopher Picone Joins Buccino & Assoc.' Real Estate Services
-----------------------------------------------------------------
Christopher L. Picone has joined Buccino & Associates Inc.
Mr. Picone will be based out of the firm's Chicago, Illinois
office and will focus his efforts in the real estate services
area.

"We are pleased to have a professional of Mr. Picone's caliber and
experience join our team," Gerald P. Buccino chairman and CEO of
the firm said.  "We believe the combination of Mr. Picone's real
estate and business skills combined with our firm's significant
capabilities will create synergies that will enable us to provide
a greater range of consulting services for our clients."

Formerly a principal of a Chicago based real estate development
firm and a licensed attorney, Mr. Picone will focus his efforts in
the real estate services area, providing a full range of Real
Estate Development Services, Due Diligence Services, Work-out and
Turnaround Consulting, Project Management, Financing and
Litigation Support and Expert Testimony Services.

Headquartered in New York, Buccino & Associates Inc. --
http://www.buccinoassociates.com/-- provides advisory services
to enhance cash flow and position companies for long-term
profitability.  The company's services include strategic and
financial assessment of business operations; turnaround
consulting; financial advisory services to lenders, creditors
and other economic stakeholders; crisis and interim management;
valuation; insolvency and reorganization services; corporate
restructuring; forensic analysis; litigation support and expert
testimony.


* Huron Consulting Adds Turnaround, Utilities & Healthcare Experts
------------------------------------------------------------------
Alain Le Berre, Alan D. Felsenthal and Richard A. Namerow have
joined Huron Consulting Group as managing directors.

"Alain, Alan and Rich are well-known leaders in their industries
and their deep background and expertise in turnaround, utilities
and healthcare will be invaluable to our clients," Gary E.
Holdren, chairman and chief executive officer, Huron Consulting
Group, said.  "We are pleased to welcome them to Huron."

Mr. Le Berre has been providing financial restructuring,
distressed corporate finance and turnaround services in Europe for
20 years.  He has experience with both debtors and creditors in
the United Kingdom, France and Germany and across industry
sectors.  Mr. Le Berre comes to Huron from Close Brothers European
Special Situations in London where he was a managing director.

Previously, he was a partner with Andersen, then Ernst & Young in
Paris.  During his career, he served as a chief restructuring
officer of troubled businesses for German investors and worked as
a restructuring consultant in Munich. Mr. Le Berre has an MS in
chemical engineering from Ecole Centrale de Paris and an MBA from
INSEAD.  He is based in London.

Mr. Felsenthal has more than 30 years of experience in the
utilities and telecommunications industries, including leading
audits of companies, participating in the registration of major
debt and equity financing, assisting with acquisitions and
dispositions of assets and businesses, and performing a number of
special consulting projects.  He has also provided expert
testimony to state regulatory commissions and conducted seminars
on the unique aspects of the regulatory process for industry
groups and utility companies.

Mr. Felsenthal comes to Huron from PricewaterhouseCoopers LLP,
where he served as a managing director for the Utilities Industry
practice. He is a CPA and holds a BS in accounting from the
University of Illinois.  Mr. Felsenthal is based in Huron's
Chicago office.

Mr. Namerow has been a management consultant in the healthcare
industry for the last 25 years.  With extensive experience in
large, complex, healthcare organizations, he has led strategic
planning, business and clinical transformation, leadership
development and information management and technology initiatives
for a variety of healthcare clients.

Recently, Mr. Namerow was a practice partner in global health
solutions at Computer Sciences Corporation.  In this role, he led
the business unit responsible for delivery of consulting solutions
to both payors and providers.  Previously as a vice president at
Cap Gemini Ernst & Young, he was responsible for identifying and
coordinating all consulting services to Pacific Southwest region
provider and payor clients.  Mr. Namerow has a BA and an MBA from
Cornell University.  He is based in Los Angeles.

                 About Huron Consulting Group

Huron Consulting Group -- http://www.huronconsultinggroup.com/--
helps clients effectively address complex challenges that arise in
litigation, disputes, investigations, regulatory compliance,
procurement, financial distress, and other sources of significant
conflict or change.  The company also helps clients deliver
superior customer and capital market performance through
integrated strategic, operational, and organizational change.
Huron provides services to a wide variety of both financially
sound and distressed organizations, including Fortune 500
companies, medium-sized businesses, leading academic institutions,
healthcare organizations, and the law firms that represent these
various organizations.


* Reed Smith Adds 55 Lawyers Effective February 1
-------------------------------------------------
Reed Smith LLP adds 55 attorneys from the 120-member firm of
Anderson Kill & Olick PC.  Twenty-five partners, three counsel and
27 associates, along with numerous legal support personnel, will
join Reed Smith's offices in New York, Philadelphia and
Chicago effective Feb. 1, 2008.

"We are delighted that these talented attorneys will be joining us
to start 2008 on a very positive note," Gregory B. Jordan, Reed
Smith's global managing partner.  "These are high-performing
individuals whose practice interests and clients are compatible
with our firm's existing platform, well as with our long-term
strategic plans for future growth.

"With Reed Smith's largest office now in London, our two new
offices in China, and this increased capability in New York, we
have a major presence in the three key economic centers of the
world," Mr. Jordan added.

The attorneys will become part of three practice groups at Reed
Smith - Insurance Recovery, Bankruptcy & Restructuring and
Commercial Litigation.  Among the attorneys making the move are
Jeffrey L. Glatzer, the firmwide president and chief executive
officer, and Lawrence Kill, a partner and co-chair of its
Antitrust/Unfair Competition Group.

The largest group of attorneys will join Reed Smith's New York
office.  For an interim period, they will remain on one floor of
Anderson Kill's Avenue of the Americas office, which Reed Smith
will sublease.  Once Reed Smith completes the build-out of its
current office space at 599 Lexington Ave., all lawyers and staff
will move to that location.

"This is a huge step in growing our presence in New York," said
Robert Nicholas, managing partner of Reed Smith's New York office.
"This group of lawyers is team oriented, open minded and flexible,
and they are interested in and committed to being part of a
growing and dynamic firm.  The addition of these attorneys will
significantly enhance our New York litigation
capability with practices that complement the rapidly growing
private equity and M&A work we are doing in New York."

In addition to Reed Smith's New York office, the firm adds two
partners and seven associates to its Philadelphia office; and
another two partners and one associate to its Chicago office.

"This move is a good one for all of us interested in acquiring a
broader platform that includes many global practice
opportunities," Mr. Glatzer said.  "I have no doubt that our
ability to serve existing clients will be enhanced, and that we
will enjoy many benefits as the newest additions to one of the
most innovative and exciting law firms in the world."

Of particular note, the New York office will now have a
significant creditor-side bankruptcy practice with an emphasis on
creditor committee work to complement Reed Smith's bankruptcy and
restructuring group, which firmwide has 45 attorneys.  The firm
will gain a strong and experienced
commercial litigation team, as well as additional strength in real
estate finance, where Reed Smith already does substantial work.

The largest group of attorneys will join Reed Smith's fast-growing
insurance recovery practice, which in recent months has added
partners from leading firms in several of its key markets.  New
York, Chicago and Philadelphia will all gain additional insurance
recovery practitioners.  Reed Smith's Insurance Recovery practice
has more than 50 lawyers throughout the US and UK.

Since 2001, Reed Smith has completed combinations with firms from
the United Kingdom to the Chinese mainland, including in New York,
California, Chicago, London, Abu Dhabi, Greece, Dubai, Munich,
Paris, Hong Kong and Beijing.  During that period, Reed Smith has
grown from 600 U.S.-based attorneys to more than 1,600 attorneys
around the world conducting business on three continents in 23
offices.

In addition to Mr. Glatzer, partners joining Reed Smith include
James M. Davis, managing partner, Chicago; and John N. Ellison,
managing partner, Philadelphia; as well as executive committee
members Steven Cooper and J. Andrew Rahl, Jr.

                       About Reed Smith

Headquartered in Pittsburgh, Pennsylvania, Reed Smith LLP --
http://reedsmith.com/-- is one of the 15 largest law firms in the
world, with more than 1,600 lawyers in 23 offices throughout the
United States, Europe, Asia and the Middle East.  Founded in 1877,
the firm represents leading international businesses from Fortune
100 corporations to mid-market and emerging enterprises. Its
attorneys provide litigation services in multi-jurisdictional
matters and other high stake disputes, deliver regulatory counsel,
and execute the full range of strategic domestic and cross-border
transactions.  Reed Smith is a preeminent advisor to industries
including financial services, life sciences, health care,
advertising and media, shipping, international trade and
commodities, real estate, manufacturing, and education.


* U.S. Trustee Head Temporarily Suspends Debtor Audits for 2008
---------------------------------------------------------------
The Executive Office of the U.S. Trustee discontinued its audit of
bankrupt debtors since Congress failed to fund audits for this
year, the American Bankruptcy Insituted cites a report from
BankruptcyLawNetwork.com.

The Consolidated Appropriations Act, Public Law 110-161 for the
fiscal year 2008 did not include appropriations for 2008 audits,
ABI relates, citing the report.  The U.S. Trustees Program
consequently suspended the audits and is now seeking other sources
of funding.

When funding is secured, the USTP will then release its 2007 audit
report by spring, the report says.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Desert Technology Schools, Inc.
   Bankr. D. Ariz. Case No. 08-00389
      Chapter 11 Petition filed January 15, 2008
         See http://bankrupt.com/misc/azb08-00389.pdf

In Re Fazons Hauling, L.L.C.
   Bankr. N.D. Ga. Case No. 08-60718
      Chapter 11 Petition filed January 16, 2008
         See http://bankrupt.com/misc/ganb08-60718.pdf

In Re Kevin Michael McShane
   Bankr. S.D. Ind. Case No. 08-00393
      Chapter 11 Petition filed January 16, 2008
         See http://bankrupt.com/misc/insb08-00393.pdf

In Re Metro Furniture Wholesalers, Inc.
   Bankr. E.D. N.Y. Case No. 08-40242
      Chapter 11 Petition filed January 16, 2008
         See http://bankrupt.com/misc/nyeb08-40242.pdf

In Re Madison Avenue Parking Corp.
   Bankr. S.D. N.Y. Case No. 08-10100
      Chapter 11 Petition filed January 16, 2008
         See http://bankrupt.com/misc/nysb08-10100.pdf

In Re HA Comedy Corp.
   Bankr. W.D. N.Y. Case No. 08-10103
      Chapter 11 Petition filed January 16, 2008
         See http://bankrupt.com/misc/nywb08-10103.pdf

In Re Steuben Health Care Equipment Supply and Service, Inc.
   Bankr. W.D. N.Y. Case No. 08-20099
      Chapter 11 Petition filed January 16, 2008
         See http://bankrupt.com/misc/nywb08-20099.pdf

In Re Faroakh Rajkot
   Bankr. S.D. Tex. Case No. 08-30179
      Chapter 11 Petition filed January 16, 2008
         See http://bankrupt.com/misc/txsb08-30179.pdf

In Re Manassas Donut, Inc.
   Bankr. E.D. Va. Case No. 08-10214
      Chapter 11 Petition filed January 16, 2008
         See http://bankrupt.com/misc/vaeb08-10214.pdf

In Re Carl E. Smith Petroleum, Inc.
   Bankr. S.D. W.V. Case No. 08-20022
      Chapter 11 Petition filed January 16, 2008
         See http://bankrupt.com/misc/wvsb08-20022.pdf

In Re Casto Tile and Marble Works, Inc.
   Bankr. S.D. W.V. Case No. 08-20025
      Chapter 11 Petition filed January 16, 2008
         See http://bankrupt.com/misc/wvsb08-20025.pdf

In Re Phillip W. Edwards, III
   Bankr. N.D. Calif. Case No. 08-40250
      Chapter 11 Petition filed January 17, 2008
         See http://bankrupt.com/misc/canb08-40250.pdf

In Re E.R. Venture Group
   Bankr. S.D. Fla. Case No. 08-10529
      Chapter 11 Petition filed January 17, 2008
         See http://bankrupt.com/misc/flsb08-10529.pdf

In Re Alon, Inc.
   Bankr. D. Minn. Case No. 08-40197
      Chapter 11 Petition filed January 17, 2008
         See http://bankrupt.com/misc/mnb08-40197.pdf

In Re Lowkey Transportation, Inc.
   Bankr. N.D. Miss. Case No. 08-10184
      Chapter 11 Petition filed January 17, 2008
         See http://bankrupt.com/misc/msnb08-10184.pdf

In Re John Clemente
   Bankr. D. N.J. Case No. 08-10812
      Chapter 11 Petition filed January 17, 2008
         See http://bankrupt.com/misc/njb08-10812.pdf

In Re Olanrewaju Adeosun
   Bankr. E.D. N.Y. Case No. 08-40252
      Chapter 11 Petition filed January 17, 2008
         See http://bankrupt.com/misc/nyeb08-40252.pdf

In Re Guaynabo Fitness Management Corp.
   Bankr. D. P.R. Case No. 08-00217
      Chapter 11 Petition filed January 17, 2008
         See http://bankrupt.com/misc/prb08-00217.pdf

In Re Bayamon Fitness Management Corp.
   Bankr. D. P.R. Case No. 08-00218
      Chapter 11 Petition filed January 17, 2008
         See http://bankrupt.com/misc/prb08-00218.pdf

In Re Euphoria Cafe, L.L.C.
   Bankr. D. N.J. Case No. 08-10781
      Chapter 11 Petition filed January 17, 2008
         Filed as Pro Se

In Re Francis Peter Philbert
   Bankr. M.D. Fla. Case No. 08-00554
      Chapter 11 Petition filed January 17, 2008
         Filed as Pro Se

In Re Randy Lee Drake
   Bankr. M.D. Tenn. Case No. 08-00384
      Chapter 11 Petition filed January 17, 2008
         See http://bankrupt.com/misc/tnmb08-00384.pdf

In Re Charles Bedwell
   Bankr. M.D. Ala. Case No. 08-10065
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/almb08-10065.pdf

In Re Antoine's Jewelers, Inc.
   Bankr. D. Ariz. Case No. 08-00524
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/azb08-00524.pdf

In Re Quality Concrete & Co., L.L.C.
   Bankr. M.D. Fla. Case No. 08-00343
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/flmb08-00343.pdf

In Re Beachnutz Tanning Resort, Inc.
   Bankr. M.D. Fla. Case No. 08-00633
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/flmb08-00633.pdf

In Re Alexia Crawford Retail-Garden State, L.L.C.
   Bankr. D. N.J. Case No. 08-10839
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/njb08-10839.pdf

In Re Alexia Crawford Retail 8th Street, L.L.C.
   Bankr. D. N.J. Case No. 08-10847
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/njb08-10847.pdf

In Re Alexia Crawford 42nd Street East, L.L.C.
   Bankr. D. N.J. Case No. 08-10852
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/njb08-10852.pdf

In Re Alexia Crawford Retail Broadway, L.L.C.
   Bankr. D. N.J. Case No. 08-10858
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/njb08-10858.pdf

In Re Alexia Crawford Retail 84th & Columbus, L.L.C.
   Bankr. D. N.J. Case No. 08-10860
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/njb08-10860.pdf

In Re Alexia Crawford Third Avenue, L.L.C.
   Bankr. D. N.J. Case No. 08-10864
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/njb08-10864.pdf

In Re Alexia Crawford 6th Avenue, L.L.C.
   Bankr. D. N.J. Case No. 08-10898
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/njb08-10898.pdf

In Re Alexia Crawford Retail Harbor Place, L.L.C.
   Bankr. D. N.J. Case No. 08-10902
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/njb08-10902.pdf

In Re Alexia Crawford Retail 56th & 6th, L.L.C.
   Bankr. D. N.J. Case No. 08-10906
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/njb08-10906.pdf

In Re Miracles Can Happen, Inc.
   Bankr. E.D. N.Y. Case No. 08-40283
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/nyeb08-40283.pdf

In Re Joseph Vincent Ottomanelli
   Bankr. M.D. Penn. Case No. 08-50115
      Chapter 11 Petition filed January 18, 2008
         See http://bankrupt.com/misc/pamb08-50115.pdf

In Re DII-Emerald Springs, L.L.C.
   Bankr. D. Ariz. Case No. 08-00514
      Chapter 11 Petition filed January 18, 2008
         Filed as Pro Se

In Re Reilly-Harrigan Co.
   Bankr. M.D. Fla. Case No. 08-00394
      Chapter 11 Petition filed January 21, 2008
         See http://bankrupt.com/misc/flmb08-00394.pdf

In Re Marmac Development
   Bankr. N.D. Ill. Case No. 08-01223
      Chapter 11 Petition filed January 21, 2008
         See http://bankrupt.com/misc/ilnb08-01223.pdf

In Re Houle Property Group, L.L.C.
   Bankr. W.D. N.Y. Case No. 08-20132
      Chapter 11 Petition filed January 21, 2008
         See http://bankrupt.com/misc/nywb08-20132.pdf

In Re Tremendous Trust
   Bankr. C.D. Calif. Case No. 08-10834
      Chapter 11 Petition filed January 22, 2008
         See http://bankrupt.com/misc/cacb08-10834.pdf

In Re Turner Greenberg Associates, Inc.
   Bankr. S.D. Fla. Case No. 08-10682
      Chapter 11 Petition filed January 22, 2008
         See http://bankrupt.com/misc/flsb08-10682.pdf

In Re Global Realty Investors Group, Inc.
   Bankr. E.D. Penn. Case No. 08-10528
      Chapter 11 Petition filed January 22, 2008
         See http://bankrupt.com/misc/paeb08-10528.pdf

In Re Williamson Construction, L.L.C.
   Bankr. W.D. Va. Case No. 08-50049
      Chapter 11 Petition filed January 22, 2008
         Filed as Pro Se

In Re Robert Davis Holbrook
   Bankr. C.D. Calif. Case No. 08-10854
      Chapter 11 Petition filed January 22, 2008
         Filed as Pro Se

In Re B.C. Property Group, Inc.
   Bankr. M.D. Fla. Case No. 08-00730
      Chapter 11 Petition filed January 22, 2008
         Filed as Pro Se

In Re Christopher M. Williamson
   Bankr. W.D. Va. Case No. 08-50048
      Chapter 11 Petition filed January 22, 2008
         Filed as Pro Se

In Re Lazer Lube, Inc.
   Bankr. W.D. Va. Case No. 08-70101
      Chapter 11 Petition filed January 22, 2008
         See http://bankrupt.com/misc/vawb08-70101.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Philline P. Reluya, Joseph Medel C.
Martirez, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***