TCR_Public/080125.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, January 25, 2008, Vol. 12, No. 21

                             Headlines


ACXIOM CORP: Earns $54.7 Million in Fiscal 3rd Qtr. Ended Dec. 31
ADAM AIRCRAFT: Needs $30.5 Mil. by Month's End or Will Liquidate
ADELPHIA COMMS: Court Extends Claims Objection Deadline to May 16
ALK HOLDINGS: Case Summary & 19 Largest Unsecured Creditors
AMERICAN HOME: Fitch Cuts Ratings on Four Certificate Classes

AMERICREDIT CORP: Fitch Places 'BB' Ratings Under Negative Watch
AMERICREDIT CORP: $19MM Projected Loss Cues Moody's Neg. Outlook
AMERICREDIT CORP: S&P Shifts to Negative Outlook; Holds BB- Rating
ASARCO LLC: Can Employ ERM as Valuation Project Consultants
ASSOCIATED MATERIALS: To Close Ennis, Texas Warehouse Facility

ASTRATA GROUP: Nov. 30 Balance Sheet Upside-Down by $10.1 Million
AVISTA CORP: Posts $3.9 Million Net Loss in 2007 Third Quarter
BRANDYWINE REALTY: Panel OKs Employment Pact With Robert Wiberg
BUFFETS INC: Moody's Rating Tumbles to 'D' on Chap. 11 Filing
BURLINGTON COAT: Earns $23,173,000 in 2008 Second Quarter

CASH TECHNOLOGIES: Nov. 30 Balance Sheet Upside-Down by $4.4 Mil.
CHAMPION PARTS: Kevin Cain Resigns as VP Finance and CFO
CHARLES WILLIAMS: Case Summary & Four Largest Unsecured Creditors
CHASE MORTGAGE: Fitch Downgrades Ratings on 17 Cert. Classes
CHRYSLER LLC: Unit Inks Product Development Pact With Tata Motors

CIENA CORP: Inks Buyout Deal With World Wide Packets
CIENA CORP: WWP Merger Won't Affect S&P's "B" Corporate Rating
CITICORP MORTGAGE: Fitch Holds 'B' Ratings on Seven Cert. Classes
CITIGROUP MORTGAGE: Fitch Puts 'B' Rated Certs. Under Neg. Watch
CITIMORTGAGE ALTERNATIVE: Fitch Junks Ratings on 8 Cert. Classes

COMM 2006-C8: Scheduled Amortization Cues Fitch to Hold Ratings
COMPASS DIVERSIFIED: Arm Completes Staffmark Investment Buyout
CONSTELLATION BRANDS: Selling Three Wine Brands for $134 Million
CREDIT SUISSE: Fitch Holds Low-B Ratings on Three Cert. Classes
CROWN CITY: Case Summary & 22 Largest Unsecured Creditors

CSK AUTO: S&P Cuts $450 Million Term Loan Rating to 'B-'
DLJ COMMERCIAL: Fitch Affirms 'BB+' Rating on $22.2MM Certificates
DOMAIN HOME: Creditor Paladin Denies Likely Loss Over Bankruptcy
FIRST UNION: Fitch Affirms 'B-' Rating on $8.9MM Class M Certs.
FLYI INC: To Pay $108 Million to MTTC as Lease Pact Settlement

FONIX CORP: Sept. 30 Balance Sheet Upside-Down by $55.20 Million
FONIX CORP: Shareholders Elect Three New Directors to Board
FORD CREDIT: Fitch Rates $43.8 Million Class D Trust at BB
FORD CREDIT: S&P Places BB+ Rating on $43.8 Mil. Class D Notes
FOX COLLISION: Seeks Protection Under Chapter 11 in Kansas

FOX COLLISION: Case Summary & 19 Largest Unsecured Creditors
FRIEDMAN'S INC: Three Jewelers File Involuntary Chapter 7 Petition
FRIENDSHIP VILLAGE: Fitch Lowers Rating on $80.5MM Bonds to "BB"
GARUDA CAPITAL: Sells All Remaining Assets to Pay Debts
GENERAL MOTORS: IUE-CWA Retirees to Get Belated Christmas Bonus

GERALD HARTMAN: Case Summary & 16 Largest Unsecured Creditors
GRANITE CARTAGE: Case Summary & 17 Largest Unsecured Creditors
GS MORTGAGE: S&P Places Four Low-B Ratings Under Negative Watch
GS MORTGAGE: Stable Performance Cues Fitch to Affirm Ratings
H&H MEAT: Can Hire Campero & Becerra as General Bankruptcy Counsel

H&H MEAT: Court Okays Salinas Allen as Accountants
H&H MEAT: Section 341(a) Meeting Scheduled for January 29
HARRAH'S ENT: Extends Units' Tender Offer Expiry Until January 28
HARVEY ELECTRONICS: Court Gives Interim Okay to Ruskin as Counsel
HEALTHSOUTH CORP: Selling Corporate Campus for $43.5 Mil. Cash

HELLER FINANCIAL: Fitch Holds 'B-' Rating on $9.6MM Class M Certs.
INDYMAC BANCORP: Business Reasons Cue Moody's to Vacate Ratings
INFOUSA INC: Inks Definitive Contract to Acquire Direct Media
JACOBS FINANCIAL: Nov. 30 Balance Sheet Upside-Down by $9.0 Mil.
JP MORGAN: Stable Performance Cues Fitch to Affirm Ratings

L. TERSIGNI: U.S. Trustee Names Hugh Ray as Examiner
LB-UBS: Fitch Affirms 'BB-' Rating on $5 Million Certificates
LB-UBS COMMERCIAL: Fitch Retains 'CCC' Rating on $8.9 Mil. Certs.
LEHMAN BROTHERS: Fitch Cuts Ratings on Three Cert. Classes to BB+
LEHMAN BROS: S&P Downgrades Rating on Class L Certs. to BB

MALLAK REALTY: Case Summary & Three Largest Unsecured Creditors
MEGA BRANDS: S&P Cuts Corporate Credit Rating to 'B' From 'B+'
MERRILL LYNCH: Fitch Cuts Rating on Class H Certs. to 'CCC/DR3'
MEZZ CAP: S&P Cuts Class E's Rating Due to Weak Credit Enhancement
MORGAN STANLEY: Fitch Holds 'BB+' Rating on $2MM Class N-SDF Cert.

MOUNTAIN ADVENTURE: Case Summary & 18 Largest Unsecured Creditors
MUSICLAND: Panel Wants Best Buy to Disgorge $145 Mil. in Payments
NORDIC VALLEY: Moody's Reviews Ba1 Rating on $600 Million Notes
NY RACING: Plan Confirmation Hearing Deferred to February 7
OAKWOOD PROJECT: Case Summary & 20 Largest Unsecured Creditors

PANTHER/DCP: In Chapter 11; Gets $30 Million Financing Commitment
PATRIOT HEALTH: Court Enters Order of Liquidation
PBG AIRCRAFT: Note Redemption Prompts S&P to Withdraw Ratings
PETROZUATA FINANCE: S&P Holds "B" Ratings on Two Bonds
QUANTUM ENERGY: Nov. 30 Balance Sheet Upside-Down by $1.6 Million

QUEBECOR WORLD: Selects Arnold & Porter as Bankruptcy Counsel
QUEBECOR WORLD: To Use $750MM DIP Fund to Buy $416MM Receivables
QUEBECOR WORLD: Wants Access to RBC's & Soc Gen's Cash Collateral
RADNET INC: To Increase Existing Credit Facilities by $110 Mil.
RADNET MANAGEMENT: Moody's Retains B2 Corporate Family Rating

RIDGEWAY COURT: Moody's Junks Rating on $126 Mil. Notes From A3
RITCHIE (IRELAND): Wants to Increase Borrowing by $1.8MM to $4.5MM
RITCHIE MULTI-STRATEGY: Hearing on $5 Mil. Bond Set for February 6
SHORT-TERM ASSET: S&P Cuts Rating on BC 2000-A Certs. to 'D'
STANDARD PACIFIC: Liquidity Pressures Cue Fitch to Cut Ratings

TAHERA DIAMOND: To Suspend Jericho Mine Operations to Save Cash
TELEPACIFIC CORP: Moody's Confirms B3 Corporate Family Rating
TRW AUTOMOTIVE: Moody's Affirms 'Ba2' Corporate Family Rating
TYCO INT'L: Releases Preliminary Results for First Quarter 2008
UNITED RENTALS: Earns $112 Million in 2007 Third Quarter

VESCOR DEVELOPMENT: Trustee Taps Lewis B. Freeman as Accountants
VESCOR DEVELOPMENT: Trustee Taps Schwartzer & McPherson as Counsel
WACHOVIA AUTO: Moody's Puts Ba3 Prospective Rating on Cl. E Notes
WILD WEST: Bank Lenders' Split Decision Frustrates City Officials
ZEALOUS TRADING: Nov. 30 Balance Sheet Upside-Down by $76.2 Mil.

* Fitch Expects Fair Value Measurement to Go as Accounting Focus
* Fitch Says US Water Industry Enters a Large Capital Expenditure

* David Neff Joins Perkins Coie from DLA Piper
* Mitchell Silberberg & Knupp Launches Subprime Practice Group

* ISDA Contradicts Bill Gross' $250BB Global Loss on CDS Forecast
* MortgageDaily.com Says 150 Mortgage Operations Collapsed in 2007
* San Diego Experiences Default and Foreclosure Highs in 2007

* BOOK REVIEW: American Commercial Banking: A Histor


                             *********

ACXIOM CORP: Earns $54.7 Million in Fiscal 3rd Qtr. Ended Dec. 31
-----------------------------------------------------------------
Acxiom Corporation disclosed Wednesday financial results for the
third quarter of fiscal 2008 ended Dec. 31, 2007.

The company reported net earnings of $54.7 million for the third
quarter of fiscal 2008, versus net earnings of $24.9 million in
the comparable period of fiscal 2007.

Revenue for the three-month period was $350.3 million, a decrease
of 0.7% from the third quarter of fiscal 2007.  Operating income
for the quarter was $96.9 million including a $63.5 million net
benefit related to gains, losses and other items.  This represents
an increase of 89.0% compared to the same quarter a year ago.

The significant components of the aforementioned $63.5 million net
benefit related to gains, losses and other items are:

  -- a $65.0 million payment received from Silver Lake and
     ValueAct Capital after the terminations of the firm's
     agreement to acquire Acxiom

  -- a $2.6 million gain realized from the sale of the software
     distribution unit of Acxiom's operations in France

  -- a $3.0 million payment to retiring company leader Charles
     Morgan

  -- $0.3 million in transaction costs related to the Silver
     Lake/ValueAct transaction

  -- $0.8 million for ongoing restructuring activities in Europe

For the nine-month period ended Dec. 31, 2007, revenue totaled
$1.04 billion, up 0.2% from the same period in the prior year.
Income from operations for the nine months was $121.4 million
compared to $129.5 million a year ago.  Net earnings of
$53.7 million include the impact of $28.1 million of benefit from
unusual items, net of income tax effect, for the nine-month
period.

"Our revenue and earnings on continuing operations continue to be
impacted by the difficulty in the financial services industry,
which has resulted in reduced spending by many of our clients,"
interim company leader Charles D. Morgan said.  "With many of our
largest clients affected by the downturn, it has had a significant
impact on an important sector of our business.  As we have
discussed previously, due to the decrease in revenue during the
first half of our fiscal year, we took measures to reduce
expenses.  Although these initiatives had a meaningful impact on
expenses this quarter, these measures did not fully offset the
reduction in revenue in the third quarter.  We expect to
experience continued reduced spending from some of our clients,
especially in the financial services industry."

Free cash flow available to equity was $83.9 million for the three
months ended Dec. 31, 2007, compared with free cash flow available
to equity of $12.6 million for the three months ended Dec. 31,
2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1.62 billion in total assets, $936.2 million in total
liabilities, $98.3 million in deferred income taxes, and
$587.8 million intotal stockholders' equity.

                        About Acxiom Corp.

Headquartered in Little Rock, Arkansas, Acxiom Corporation,
(Nasdaq: ACXM) -- http://www.acxiom.com/-- integrates data,
services and technology to create and deliver customer and
information management solutions for many of the largest, most
respected companies in the world.  The core components of Acxiom's
innovative solutions are Customer Data Integration (CDI)
technology, data, database services, IT outsourcing, consulting
and analytics, and privacy leadership.  Founded in 1969, Acxiom
has locations throughout the United States and Europe, and in
Australia, China and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Moody's Investors Service confirmed Acxiom's Ba2 corporate family
rating and assigned a negative rating outlook, concluding a review
for possible downgrade initiated on May 17, 2007, following the
company's announcement that it had entered into a definitive
agreement to be acquired by Silver Lake and ValueAct Capital for
$3 billion.


ADAM AIRCRAFT: Needs $30.5 Mil. by Month's End or Will Liquidate
----------------------------------------------------------------
Adam Aircraft Industries must secure two financing transactions
otherwise it will be forced to liquidate, Molly McMillin of the
Wichita Eagle reports citing a letter by CEO John Wolf to
stockholders.

Although the company had already secured $5.5 million in December
2007, it needs to obtain $30.5 million by the end of this month.
The report adds that according to the letter, the company
successfully complete the $30.5 million transaction in order for
the company to obtain at least a $100 million equity financing led
by Citibank sometime in May 2008.

However, if the company is unable to complete its first financing
by the end of January, the company could undergo liquidation in
order to pay its obligations to its lenders.  If this happens, the
letter states, stockholders will have little or no recovery for
their investments.

In addition, the Wichita Eagle relates, the company will also
offer parties who invest for the January financing a 49.9% equity
interest in a newly formed subsidiary.

                  Adam Aircraft's Press Release

Adam Aircraft stated in its Web site that it has been
strengthening its operations throughout this past year with
significant progress towards obtaining A700 Type Certification and
improving production processes through its Make Production Fly
(MPF) program.  As a result of the company's ongoing evaluation of
the processes and resources needed to achieve its vision and
milestones, Adam Aircraft is making a revision to the company's
overall production plan.

"Adam Aircraft Industries is announcing today a strategic
adjustment in operations designed to focus on two key objectives:
obtain a TC on our A700 jet design and complete our "MPF"
initiative," said Adam Aircraft President Duncan Koerbel.

"To provide for our future growth, we must be strategic in our
focus by managing current cash expenditures to ensure adequate
time to secure financing for the long term.  We're off to a good
start in this effort with assistance from our partner, Citibank,
but we need to be able to provide them with sufficient time
working with potential investors to secure long term financing."

The company said that the necessary strategic adjustment for Adam
Aircraft will reduce resources to match the revised production and
spending plan resulting in these actions:

   -- Operations at Ogden will be suspended through early summer
      and it is rescheduling the completion of the composite
      lay-up portion of the Ogden facility.

   -- Transfer of the lay-up and bonding operations for the
      empennage from Pueblo to Englewood.  Machine shop
      operations will continue in Pueblo, but all other activity
      will be suspended.

   -- Reductions in expenses and labor commensurate with the
      revised production plan.

"We regret that these actions will result in a layoff for many of
our employees, but it is in the best interest for the long term
success of Adam Aircraft Industries.  We have two excellent
products in the A500 and A700 with a very strong global market and
will continue to move the company forward in achieving our goals."

With its long term company objectives unchanged, Adam Aircraft
said it will ensure that the required engineering, manufacturing,
planning, supply chain, tooling and other development resources
are available to achieve TC of the A700 in 2008.  Furthermore, the
MPF effort will also be staffed and supported to make sure the
company's goals are met to start full rate production of the A500
in the summer and to be ready to jump start A700 production once
it is certified.

                       About Adam Aircraft

Adam Aircraft -- http://www.adamaircraft.com/-- designs and
manufactures advanced aircraft for civil and government markets.
The A500 twin-engine piston aircraft has been Type Certified by
the FAA, and the A700, which is currently undergoing flight test
and development.


ADELPHIA COMMS: Court Extends Claims Objection Deadline to May 16
-----------------------------------------------------------------
At the behest of the reorganized Adelphia Communications
Corporation and its debtor-affiliates, the U.S. Bankruptcy Court
for the Southern District of New York extended, until May 16,
2008, the period wherein the plan administrator Quest Turnaround
Advisors LLC may object to prepetition and administrative claims.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that the Reorganized ACOM Debtors have successfully
identified and objected to a vast number of unmeritorious claims
despite the staggering amount of claims filed against them.

As of Dec. 15, 2007, approximately 19,900 claims aggregating
$3,980,000,000,000 were asserted against the reorganized ACOM and
JV Debtors, Ms. Chapman notes.  To date, the Debtors have filed 19
omnibus objections addressing $3,963,000,000,000 of the filed
claims, she informs the Court.

As a result, roughly $2,910,000,000,000 of the filed claims have
been expunged or withdrawn, while others have been reduced and
allowed, reclassified, or subordinated.  In addition, about
$9,400,000,000 in claims have been allowed, reduced and allowed,
or expunged as a result of settlements between the reorganized
ACOM Debtors and certain claimants.

The reorganized ACOM Debtors believe that fewer than 50 claims,
totaling $136,000,000, have not been resolved.

Notwithstanding the brisk pace of the claims process to date,
however, final work on claims resolution remains to be done,
according to Ms. Chapman.  The Plan Administrator and the
reorganized Debtors must conclude the fact-intensive process of
reviewing, analyzing and reconciling the scheduled and filed
claims, she asserts.

The Plan Administrator and the reorganized Debtors relate that
the extension of the Claims Objection Deadline will give them
additional time to:

   (a) fully and finally evaluate and reconcile the remaining
       unresolved claims; and

   (b) ensure that all unmeritorious claims will be appropriately
       challenged.

The extension will not prejudice any claimant or other party in
interest, Ms. Chapman avers.

The reorganized ACOM Debtors believe that they will no longer
seek for a further extension of the Claims Objection Deadline.

                       About Adelphia Comms

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- is a cable
television company.  Adelphia serves customers in 30 states and
Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on
June 25, 2002.  Those cases are jointly administered under case
number 02-41729.  Willkie Farr & Gallagher represents the Debtors
in their restructuring efforts.  PricewaterhouseCoopers serves as
the Debtors' financial advisor.  Kasowitz, Benson, Torres &
Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represent
the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates' chapter 11 cases.  The
Bankruptcy Court confirmed the Debtors' Modified Fifth Amended
Joint Chapter 11 Plan of Reorganization on Jan. 5, 2007.  That
plan became effective on Feb. 13, 2007.  (Adelphia Bankruptcy
News, Issue No. 182; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ALK HOLDINGS: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: ALK Holdings, Inc.
        dba Acme Lock & Key
        4895 South Atlanta Road, Suite C
        Smyrna, GA 30080

Bankruptcy Case No.: 08-60966

Chapter 11 Petition Date: January 22, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: George M. Geeslin, Esq.
                  Eight Piedmont Center, Suite 550
                  3525 Piedmont Road, Northeast
                  Atlanta, GA 30305-1565
                  Tel: (404) 841-3464
                  Fax: (404) 816-1108

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

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 19 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
RBC Centura Bank                                       $366,519
134 North Church Street
Rocky Mount, NC 27802

Michael & Donna Hassebrock                             $195,695
960 Ramsden Run
Alpharetta, GA 30022

Michael Hassebrock                                      $48,627
960 Ramsden Run
Alpharetta, GA 30022

CLN Properties, LLC                                     $30,283

Interstate Locksmith Inc                                $20,776

Onity Inc                                               $19,099

Chase - Cardmember Service                              $19,061

Advanta Bank Corp                                       $18,463

Wachovia Bank NA                                        $18,193

Smith, Gambrell & Russell, LLP                          $17,505

Al & K Liquidation Inc                                  $17,500

Office Team                                             $16,750

Clark Security Products                                 $13,982

Coral Way Locksmith Corp                                $12,886

Bank of America                                          $9,336

First National Bank                                      $9,305

US Lock Corp                                             $8,826

Georgia Department of Revenue                            $7,689

Capital One                                              $7,101


AMERICAN HOME: Fitch Cuts Ratings on Four Certificate Classes
-------------------------------------------------------------
Fitch Ratings has taken rating actions on these American Home
Mortgage Assets Trust residential mortgage-backed certificates:

Series 2005-1 Groups 1 & 2
  -- Classes 1-A, 2-A affirmed at 'AAA';
  -- Class C-B-1 affirmed at 'AA';
  -- Class C-B-2 affirmed at 'A';
  -- Class C-B-3 affirmed at 'BBB';
  -- Class C-B-4 affirmed at 'BB'.

Series 2005-1 Group 3
  -- Class 3A affirmed at 'AAA';
  -- Class 3-M-1 affirmed at 'AA';
  -- Class 3-M-2 affirmed at 'A';
  -- Class 3-M-3 rated 'BBB', placed on Rating Watch Negative;
  -- Class 3-M-4 downgraded to 'BB' from 'BBB-', remains on
     Rating Watch Negative.

Series 2005-2 Group 1
  -- Class 1-A affirmed at 'AAA';
  -- Class 1-B-1 affirmed at 'AA+';
  -- Class 1-B-2 affirmed at 'A+';
  -- Class 1-B-3 downgraded to 'BB' from 'BBB+', placed on
     Rating Watch Negative;

  -- Class 1-B-4 downgraded to 'CC/DR3' from 'BB';
  -- Class 1-B-5 downgraded to 'C/DR6' from 'B', removed from
     Rating Watch Negative.

Series 2007-1
  -- Class A affirmed at 'AAA';
  -- Class M-1 affirmed at 'AA';
  -- Class M-2 affirmed at 'AA-';
  -- Class M-3 affirmed at 'A+';
  -- Class M-4 affirmed at 'A';
  -- Class M-5 affirmed at 'A';
  -- Class M-6 affirmed at 'A-';
  -- Class M-7 affirmed at 'BBB+';
  -- Class M-8 affirmed at 'BBB-'.

The affirmations reflect credit enhancement consistent with future
loss expectations and affect $1.69 billion of outstanding
certificates.  All affirmed classes detailed above have
experienced a growth in CE equal to at least 2 times the CE at
closing.

The downgrades, affecting $10.5 million of outstanding
certificates, reflect the deterioration in the relationship of CE
to future loss expectations.  The classes placed on Rating Watch
Negative represent approximately $10.4 million of outstanding
certificates.

The pools are seasoned between 11 (series 2007-1) and 26 months
(series 2005-1).  The pool factors (current mortgage principal
balance as a percentage of original) range from 24% (series 2005-2
Group 1) to 90% (series 2007-1).  The loans are being serviced by
American Home Mortgage Servicing Inc. (rated 'RPS3-' by Fitch).

For series 2005-1, Group 3, the amount of loans with serious
delinquencies is 19.9% of the outstanding pool balance while the
CE for the affected 3-M-3 and 3-M-4 bonds is 4.29% and 2.86%,
respectively.  The transaction has experienced 0.19% of loss to
date and Fitch anticipates that the high delinquencies will
translate into even greater losses, further reducing the CE of the
subordinate classes.

For series 2005-2, the amount of loans with serious delinquencies
is 32.14% of the outstanding pool balance while the CE for the
affected 1-B-3, 1-B-4 and 1-B-5 bonds is 5.02%, 2.42% and 0.34%,
respectively.  The transaction has experienced 0.26% of loss to
date and Fitch anticipates that the high delinquencies will
translate into even greater losses, further reducing the CE of the
subordinate classes.


AMERICREDIT CORP: Fitch Places 'BB' Ratings Under Negative Watch
----------------------------------------------------------------
Fitch Ratings has placed the ratings of AmeriCredit Corp. on
Rating Watch Negative.  Approximately $950 million of debt is
affected by this action.

Fitch has placed these on Rating Watch Negative:

AmeriCredit Corp.
  -- Long-term Issuer Default Rating 'BB';
  -- Senior debt 'BB'.

The revision of ACF's Positive Outlook reflects deterioration in
portfolio asset quality and profitability metrics and the
uncertain capital markets environment.  While Fitch anticipated
that credit metrics would deteriorate from recent levels due to
credit normalization, the weakening economy and noticeable
geographic weakness has had a more immediate impact on
delinquency, loss, and recovery levels.  While Fitch expects some
near-term stabilization in these metrics, a reduction in
origination volume will have a denominator impact, and could
inflate current metrics for calendar year 2008.  Profitability
metrics have benefited from lower credit losses and improved
operating leverage in recent years, but near-term profitability
will be negatively affected by increased provisioning expense,
slower origination volume, and higher funding costs.

The Rating Watch Negative reflects the uncertain capital markets
environment and ACF's reliance on asset-backed securitizations for
funding.  ACF has primarily used bond insurers to wrap its
securitizations, but dislocations in the bond insurance markets
may diminish investor appetite, at least, over the near term.  The
resolution of the Rating Watch will be dependent upon the
company's ability to access the securitization markets and achieve
its fiscal 2008 asset quality and profitability expectations.

On a positive note, Fitch believes ACF's liquidity profile is
sound relative to its current ratings.  The company had
$567 million in unrestricted cash and equivalents as of
Dec. 31, 2007, and approximately $2.9 billion in unused warehouse
capacity, which is enough to fund planned origination volume for
the remainder of fiscal 2008.


AMERICREDIT CORP: $19MM Projected Loss Cues Moody's Neg. Outlook
----------------------------------------------------------------
Moody's Investors Service affirmed AmeriCredit Corp.'s ratings
(Corporate Family Rating Ba2, senior unsecured debt Ba3) but
revised the firm's rating outlook to negative from stable.

The change in outlook is in conjunction with AmeriCredit's
announcement that it will post a net loss of $19 million for the
second fiscal quarter ended 31 December 2007.

The change in outlook reflects the more challenging operating
environment being faced by AmeriCredit, as well as other auto and
consumer finance companies in the U.S.

In particular, the negative outlook considers the effects of
deteriorated credit performance in AmeriCredit's core subprime and
near prime receivables portfolios (the near prime portfolio being
accounted for by the Long Beach Acceptance Corp. business,
acquired by AmeriCredit in January 2007).  In its fiscal second
quarter ended Dec. 31, 2007, AmeriCredit recorded substantial
increases in loan loss provisioning and loan loss reserves as a
consequence of higher credit loss rates.

To date, credit deterioration has been most evident in those
regions facing pronounced weakening in economic fundamentals,
including Florida, southern California, and sections of the
Northeast.  Moody's is concerned that downside risks to
AmeriCredit's asset quality are increasing and could result in
further pressure on the firm's profitability.

The negative outlook also incorporates Moody's view that
AmeriCredit is likely to face more challenging funding conditions
in coming quarters, including the potential for decreased capacity
from monoline insurers.  This has potential ramifications for
AmeriCredit's access - and cost of access - to the term ABS
market, which historically has been a key funding source for the
company.

AmeriCredit is responding to these emerging challenges by
significantly curbing new loan originations, tightening
underwriting criteria, reducing operating expenses via staff
reductions primarily in the sales and originations functions (with
a related restructuring charge of approximately
$10 million pre-tax to be taken over the next two quarters), and
entering into a funding arrangement with monoline insurer FSA for
up to $4.5 billion in capacity for calendar 2008.

AmeriCredit is better positioned to contend with normal down cycle
pressures than in the past, but the combination of significant
debt market disruptions and spreading economic weakness results in
heightened uncertainty regarding the firm's financial performance
and condition over the intermediate term, in Moody's view.

Moody's will continue to evaluate the effects of the more adverse
market conditions on AmeriCredit's financial profile, in
particular the effects on the company's liquidity and funding,
asset quality, core profitability, returns, and capital levels.
Moody's will also monitor potential implications for corporate
governance of Leucadia National's recent acquisition of an equity
stake in AmeriCredit.

AmeriCredit's current ratings are:

  -- Corporate Family Rating Ba2;
  -- Senior Unsecured Ba3

AmeriCredit is a leading independent automobile finance company
based in Fort Worth, Texas.  As of Dec. 31, 2007 the company
reported total managed receivables of $16.35 billion.


AMERICREDIT CORP: S&P Shifts to Negative Outlook; Holds BB- Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
AmeriCredit Corp. to negative from stable.  At the same time,
Standard & Poor's affirmed its 'BB-' long-term counterparty credit
rating on AmeriCredit.

"The negative outlook reflects AmeriCredit's diminished earnings
prospects going forward in light of higher credit and funding
costs and lower recovery rates," said Standard & Poor's credit
analyst Rian Pressman.  "In response to these trends, management
intends to slow originations (which will also contribute to lower
earnings) by tightening credit, reducing the number of dealers it
does business with, and reducing its sales force."

The impact of rising unemployment and financial distress,
especially in certain regions within AmeriCredit's footprint,
contributed meaningfully to higher than expected net credit losses
and delinquencies within its subprime and near-prime portfolios.
The higher provisions associated with this trend
drove a net loss of $19.1 million in AmeriCredit's second fiscal
quarter of 2008 (ended Dec. 31, 2007).

Given economic trends and the industry-wide expansion of credit
risk, S&P expects losses to continue to accelerate, although the
trend may be softened in coming quarters by normal seasonal
trends.  Upfront capital required in securitization transactions
will also increase, as the level of initial credit enhancement
required by FSA Insurance Co. (a bond insurer with whom
AmeriCredit has entered into an uncommitted arrangement to wrap
$4.5 billion in subprime securitizations) increases to the mid-
teens.  Funding costs will also be affected by higher insurance
premiums and wider credit spreads.  (Continued reduction in the
base lending rate driven by Federal Reserve action will offset
credit spread expansion to a certain extent.)  Lastly, recovery
rates were lower than expected in the second fiscal quarter.  S&P
expects pressure on recovery rates to continue into 2008 as
reduced consumer demand for vehicles translates into lower prices
received by sellers at auction.

Standard & Poor's could lower the ratings if the confluence of
events described above drives continued quarterly losses (some
allowance will be given to the restructuring charges that
AmeriCredit is expected to incur) or if earnings fail to stabilize
at a satisfactory level.  However, the magnitude
of such a downgrade may be blunted by AmeriCredit's improved
business profile as a full-spectrum lender, satisfactory liquidity
position, and, possibly, improved competitive position given
pending and expected dislocation within the market for subprime
automotive lending.


ASARCO LLC: Can Employ ERM as Valuation Project Consultants
-----------------------------------------------------------
ASARCO LLC and its debtor-affiliates obtained permission from the
U.S. Bankruptcy Court for the Southern District of Texas to employ
Environmental Resources Management Southwest Inc. as consultant
concerning the Debtors' valuation project of the company owned,
non-operating real property sites.

The Valuation Project mainly consists of:

   (a) an evaluation of environmental conditions at ASARCO's
       properties;

   (b) a review and estimation of potential environmental
       liabilities and remediation costs of the properties;

   (c) a comprehensive evaluation to develop environmental
       liability cost estimates for some of the properties; and

   (d) a review of the basis for and reasonableness of current
       estimates developed by ASARCO of anticipated environmental
       liability costs for some properties.

The Valuation Project will be in furtherance of Baker Botts'
representation as ASARCO's lead bankruptcy counsel, and in
anticipation of litigation and proceedings related to the
company's properties.

For the Valuation Project, ASARCO will pay ERM its customary
hourly rates of $65 to $375 for scientists, engineers and other
professionals and senior consultants, and $20 to $100 for other
staff and employees.  ASARCO will also reimburse ERM for any
necessary out-of-pocket expenses.

Barrett Cieutat, president of ERM, assures the Court that his
firm does not represent any interest adverse to ASARCO or its
estates, and is a "disinterested person" as the term is defined
in Section 101(14).

                          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).


ASSOCIATED MATERIALS: To Close Ennis, Texas Warehouse Facility
--------------------------------------------------------------
Associated Materials LLC disclosed in a regulatory filing with the
Securities and Exchange Commission that on Jan. 18, 2008, it
committed to a plan to discontinue use of the warehouse facility
adjacent to its Ennis, Texas vinyl manufacturing facility.

In addition, the company committed to relocating certain vinyl
siding production from Ennis, Texas to its vinyl manufacturing
facilities in West Salem, Ohio and Burlington, Ontario.

The warehouse that is adjacent to the Ennis, Texas manufacturing
facility was built during 2005 and is currently leased by the
company.

In the first quarter of 2008, the company will begin using a
third party distribution center located in Ashtabula, Ohio to
distribute its vinyl siding and certain other products to the
majority of its United States supply centers and to certain
independent distributors.

The company expects the transition of distribution operations to
the third party distribution center and the relocation of certain
vinyl siding production will be completed by the end of its
fiscal 2008 second quarter.

The company expects to incur cash lease costs, net of anticipated
sublease income associated with the discontinued use of the
warehouse adjacent to the Ennis, Texas vinyl manufacturing
facility of approximately $4.0 million and cash moving costs
associated with relocating certain production equipment of
approximately $0.7 million.

In addition, the company anticipates incurring non-cash asset
impairment costs related to inventory and fixed assets, however
at this time, the company is unable to estimate the extent of
these costs.  The company expects to complete the estimate of
these costs by the end its fiscal 2008 first quarter.

                    About Associated Materials

Headquartered in Cuyahoga Falls, Ohio, Associated Materials
Incorporated -- http://www.associatedmaterials.com/-- is a
manufacturer of exterior residential building products, which are
distributed through company-owned distribution centers and
independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly-owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly-owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

                          *     *     *

Associated Materials still carries Moody's Investors Service 'Ba3'
Bank Loan Debt and 'B3' Subordinated Debt ratings which were
placed on Sept. 22, 2006.  Outlook is stable.


ASTRATA GROUP: Nov. 30 Balance Sheet Upside-Down by $10.1 Million
-----------------------------------------------------------------
Astrata Group Inc.'s consolidated balance sheet at Nov. 30, 2007,
showed $4.7 million in total assets, $14.8 million in total
liabilities, and $40,114 in minority interest, resulting in a
$10.1 million total stockholders' deficit.

At Nov. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $3.3 million in total current
assets available to pay $14.8 million in total current
liabilities.

The company reported a net loss of $1.1 million on net sales of
$4.7 million for the third quarter ended Nov. 30, 2007, compared
with a net loss of $6.3 million on net sales of $758,035 in the
corresponding period ended Nov. 30, 2006.

On April 10, 2007, the company's Singapore subsidiary entered into
a fixed-price contract with a Singapore entity to manufacture,
ship and service approximately $93.5 million of its Telematics
products.  This contract is accounted for under the percentage-of-
completion method.

Operating loss was $313,491 million for the three months ended
Nov. 30, 2007, compared with an operating loss of approximately
$1.9 million for the three months ended Nov. 30, 2006.  This is
primarily due to the reduction of operating expenses and the
performance against the contract awarded April 10, 2007.

Interest expense was $749,300 for the three months ended Nov. 30,
2007, and $1.5 million in 2006.  The fair value adjustment for a
warrant liability was a benefit of approximately $1.5 million and
offset by a loss on debt extinguishment of approximately
$4.4 million for the three months ended Nov. 30, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2007, are available for
free at http://researcharchives.com/t/s?274e

                       Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson LLP, in Newport
Beach, Calif., expressed substantial doubt about Astrata Group
Inc.'s ability to continue as a going concern after auditing the
company's financial statements for the year ended Feb. 28, 2007.
The auditing firm noted that the company had negative working
capital at Feb. 28, 2007, and incurred net loss and negative
operating cash flow for the year ended Feb. 28, 2007.

                       About Astrata Group

Headquartered in Costa Mesa, Calif., Astrata Group Inc. (OTC BB:
ATTG.OB) -- http://www.astratagroup.com/-- is engaged in the
telematics and  Global Positioning System industry, focused on
advanced location-based IT products and services that combine
positioning, wireless communications, and information
technologies.  The company provides advanced positioning products,
as well as monitoring and airtime services to industrial,
commercial, governmental entities, academic/research institutions,
and professional customers in a number of markets including
surveying, utility, construction, homeland security, military,
intelligence, mining, agriculture, marine, public safety, and
transportation.


AVISTA CORP: Posts $3.9 Million Net Loss in 2007 Third Quarter
--------------------------------------------------------------
Avista Corp. reported a net loss of $3.9 million on total
operating revenues of $267.7 million for the third quarter ended
Sept. 30, 2007, as compared to net income of $10.1 million on
total operating revenues of $293.0 million for the third quarter
of 2006.

Utility revenues increased $14.5 million to $243.8 million
primarily as a result of an increase in natural gas revenues of
$14.2 million due to increased wholesale (primarily due to
increased volumes) and retail (due to an increase in rates and
sales volumes) natural gas sales.  This was also partially due to
increased electric revenues of approximately $300,000 reflecting
increased electric retail sales, partially offset by decreased
sales of fuel and electric wholesale revenues.

Non-utility energy marketing and trading revenues decreased
$41.4 million due to the sale of substantially all of Avista
Energy's contracts and ongoing operations.

Other non-utility revenues increased $1.6 million to $17.6 million
as a result of increased revenues from Advantage IQ of
$1.8 million primarily due to customer growth, as well as an
increase in interest earnings on funds held for customers.  This
was partially offset by decreased other revenues of approximately
$200,000 primarily due to decreased sales at AM&D.

On Oct. 30, 2007, Avista Corp. reached an all-party settlement
that resolves all issues in its general rate case that was filed
with the Washington Utilities and Transportation Commission in
April 2007.  The settlement is subject to final approval by the
WUTC.

"Overall, we are very pleased with the settlement.  This should
allow for significant improvement in our results for 2008 as
compared to 2007," said Avista chairman and chief executive
officer Gary G. Ely.

"The third quarter is generally the lowest earnings quarter for
our utility due to seasonally low hydroelectric generation and
absorption of higher power supply costs, as well as low natural
gas loads.  Results for the third quarter of 2007 for our utility
were lower than expected primarily due to the disallowance of debt
repurchase costs in our Washington general rate case settlement
and the write-down of a turbine," said Ely.

For the nine months ended Sept. 30, 2007, Avista Corp.'s net
income was $24.4 million, a decrease compared to net income of
$55.1 million for the nine months ended Sept. 30, 2006.

                 Liquidity and Capital Resources

The company has a committed line of credit in the total amount of
$320.0 million with an expiration date of April 2011.  There were
not any borrowings outstanding under the committed line of credit
at Sept. 30, 2007.

The company has long-term debt maturities of $14.0 million in the
fourth quarter of 2007 and $318.0 million in 2008.  While the
$169.0 million of proceeds from the sale (completed June 30, 2007)
of substantially all of Avista Energy's contracts and ongoing
operations to Coral Energy should reduce the company's funding
needs, the company's forecasts indicate that it will need to issue
new debt securities to fund a portion of these requirements in
2008.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3.16 billion in total assets, $2.25 billion in total liabilities,
and $912.9 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $362.2 million in total current
assets available to pay $631.0 million in total current
liabilities.

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?2755

                        About Avista Corp.

Headquartered in Spokane, Washington, Avista Corp. (NYSE: AVA) --
http://www.avistacorp.com/-- is an energy company involved in the
production, transmission and distribution of energy as well as
other energy-related businesses. Avista Utilities is the company's
operating division that provides service to 348,000 electric and
305,000 natural gas customers in three Western states.  Avista's
primary, non-regulated subsidiary is Advantage IQ.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2007,
Moody's Investors Service upgraded all of the debt ratings of
Avista Corp., including the company's preferred stock shelf to
(P) Ba2 from (P)Ba3.  The rating outlook for Avista is stable.


BRANDYWINE REALTY: Panel OKs Employment Pact With Robert Wiberg
---------------------------------------------------------------
Brandywine Realty Trust disclosed in a regulatory filing with the
Securities and Exchange Commission that on Jan. 15, 2008, the
Compensation Committee of the company's Board of Trustees
approved the entry into an employment letter agreement by the
company with one of its executive officers, Robert K. Wiberg,
which agreement maintains his current annual base salary of
$270,000.

The employment letter agreement replaces Mr. Wiberg's previous
employment agreement dated Nov. 1, 2005, which expired on
Jan. 5, 2008.  The employment letter agreement provides for,
among other things, that the effective date of the employment
letter agreement will be Jan. 6, 2008.

The company also disclosed that the Compensation Committee
approved its entry into another agreement with Mr. Wiberg,
which provides Mr. Wiberg with an entitlement to severance
in certain limited circumstances.

Under the severance agreement, if Mr. Wiberg's employment
terminates within a specified period of time following the
date that the company undergoes a "change in control", such
period being 730 days from the date of the change of control,
then Mr. Wiberg will be entitled to a severance payment in
an amount based on a multiple of 2.0 times his salary and annual
cash bonus.

The severance agreement also provides for a comparable payment
to or for the benefit of Mr. Wiberg (or his estate) if he dies
or becomes disabled while employed by the company.

                         About Brandywine

Headquartered in Radnor, Pennsylvania, Brandywine Realty Trust
(NYSE: BDN), http://www.brandywinerealty.com/-- is one of the
full-service, integrated real estate companies in the United
States and is focused primarily on the ownership, management and
development of class A, suburban and urban office buildings in
selected markets aggregating approximately 42 million square feet.

                         *     *     *

Fitch and Moody's each assigned a 'BB+' rating on Brandywine
Realty Trust's Preferred Stock.  The ratings still hold to date
with positive and stable outlooks respectively.


BUFFETS INC: Moody's Rating Tumbles to 'D' on Chap. 11 Filing
-------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating of Buffets, Inc. to D.  In addition, Moody's lowered the
company's corporate family rating to Ca from Caa3, senior secured
bank credit facilities rating to Ca from Caa2, and senior
unsecured notes to C from Ca.  The outlook is stable.

The rating actions were prompted by the recent announcement that
the company and all of its subsidiaries have filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  The ratings also reflects Moody's opinion that
losses to creditors in the various debt classes could be
significant - in particularly unsecured noteholders - based on a
distressed multiple of expected operating performance.

Subsequent to Buffet's Chapter 11 filing, Moody's will withdraw
all of the company's ratings.

These ratings were downgraded:

Buffets, Inc.

  -- Corporate family rating to Ca from Caa3

  -- Probability of default rating to D from Caa3

  -- $40 million revolving credit facility to Ca (LGD3, 47%)
     from Caa2 (LGD2, 29%)

  -- $70 million synthetic letter of credit facility to Ca
     (LGD3, 47%) from Caa2 (LGD2, 29%)

  -- $530 million term loan B to Ca (LGD3, 47%) from Caa2
     (LGD2, 29%)

  -- $300 million senior unsecured notes to C (LGD6, 91%) from
     Ca (LGD4, 69%)

The ratings outlook is stable.

Buffets, Inc., headquartered in Eagan, Minnesota, operates and
franchises steak-buffet style restaurants principally under the
"Old Country Buffet", "Hometown Buffet" brand names and
grill/buffet format restaurants under the brand names "Ryan's" and
"Fire Mountain".  The company is the second largest family dining
restaurant in the industry, operating 626 restaurants in 39
states.  Total reported revenues as of Sept. 19, 2007 were
approximately $1.55 billion.


BURLINGTON COAT: Earns $23,173,000 in 2008 Second Quarter
---------------------------------------------------------
Burlington Coat Factory Investments Holdings Inc. and its
operating subsidiaries announced results of their fiscal 2008
second quarter ended Dec. 1, 2007.

For the three months ended Dec. 1, 2007, net sales decreased by
3.9% to $946.6 million compared with $984.7 million for the three
months ended Dec. 2, 2006.

Comparative store sales decreased 8.0% during the three month
period ended Dec. 1, 2007.  The decrease in comparative store
sales is primarily attributed to unseasonably warm weather in
September and October and weakened consumer demand for the three
month period ended Dec. 1, 2007.

For the three month period ended Dec. 1, 2007, net income
amounted to $23.2 million compared with $11.7 million during
the three month period ended Dec. 2, 2006.  The increase in net
income is primarily attributable to improved markup on new
purchases and decreases in depreciation expense, selling and
administrative expense and interest expense offset in part by
lower other revenue income and an increase in impairment charges
for the three month period ended Dec. 1, 2007.

Consolidated net sales decreased $16.3 million (1.0%) to
$1,625.3 million for the six month period ended Dec. 1, 2007
compared with the six month period ended Dec. 2, 2006.
Comparative stores sales decreased 5.6% for the six month
period ended Dec. 1, 2007 due primarily to unseasonably warm
weather during September and October, the impact of the
implementation of the company's cash-back merchandise return
policy after the close of the first fiscal quarter of fiscal
2007, and weakened consumer demand throughout the six months
ended Dec. 1, 2007.

Net Loss amounted to $27.2 million for the six month period
ended Dec. 1, 2007 compared with a net loss of $40.1 million
for the comparative period of last year.  The decrease in
net loss of $12.9 million is due primarily to improved markup
on new purchases and decreases in depreciation expense, selling
and administrative expense and interest expense, offset in
part by lower other revenue income and an increase in
impairment charges for the six month period ended Dec. 1, 2007.

During the first six months of fiscal 2008, the company opened
15 Burlington Coat Factory Stores and relocated three Burlington
Coat Factory Stores to locations within the same trading market.
As of Dec. 1, 2007, the company operated 394 stores under the
names "Burlington Coat Factory Warehouse" (374 stores), "Cohoes
Fashions"(2 stores), "MJM Designer Shoes" (17 stores), and
"Super Baby Depot" (1 store).  The company plans to open five
Burlington Coat Factory Warehouse Stores during the remainder
of fiscal 2008.

The company's balance sheet at Dec. 1, 2007 showed total assets
of $3,199,648,000, total liabilities of $2,856,180,000, and total
shareholders' equity of $343,468,000.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?2759

                  About Burlington Coat Factory

Headquartered in Burlington, New Jersey, Burlington Coat Factory
Investments Holdings Inc. holds all of the stock of Burlington
Coat Factory Warehouse Corporation.

Burlington Coat Factory Warehouse Corporation is a nationwide
off-price apparel retailer that operates approximately 384 stores
in 44 states under the nameplates of Burlington Coat Factory,
Cohoes, MJM, and Baby Depot.  Revenues for the LTM period ended
Sept. 1, 2007 were approximately $3.4 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2007,
Moody's Investors Service changed Burlington Coat Factory
Warehouse, Inc.'s rating outlook to negative from stable and
affirmed all the company's existing ratings.  The change in
outlook to negative is as a result of the company's weak revenue
and earnings performance that has led to a weakening in credit
metrics.  The affirmed ratings include the company's "B2"
probability of default and corporate family ratings.


CASH TECHNOLOGIES: Nov. 30 Balance Sheet Upside-Down by $4.4 Mil.
-----------------------------------------------------------------
Cash Technologies Inc.'s consolidated balance sheet at Nov. 30,
2007, showed $6.4 million in total assets, $10.9 million in total
liabilities, and ($111,479) in minority interest, resulting in a
$4.4 million total stockholders' deficit.

At Nov. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1.2 million in total current
assets available to pay $9.5 million in total current liabilities.

The company reported a net loss of $152,793 on net revenues of
$35,348 for the second quarter ended Nov. 30, 2007, compared with
a net loss of $312,472 on net revenues of $81,782 in the
corresponding period ended Nov. 30, 2006.

The decrease in net revenue is attributable primarily to a
decrease in sales of Air Force data processing by the company's
Claim-Remedi Services Inc. subsidiary.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2007, are available for
free at http://researcharchives.com/t/s?274d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Vasquez & Company LLP expressed substantial doubt about Cash
Technologies Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended May 31, 2007.  The auditing firm noted that the company
has suffered significant recurring losses and is in immediate need
of substantial working capital to continue its business and
operations.

                     About Cash Technologies

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


CHAMPION PARTS: Kevin Cain Resigns as VP Finance and CFO
--------------------------------------------------------
Champion Parts Inc., in a regulatory filing with the Securities
and Exchange Commission on Jan. 22, 2008, disclosed that on
Jan. 18, 2008, Kevin J. Cain, vice president of finance and chief
financial officer, notified Champion Parts Inc. that he is
resigning from the company, effective Jan. 22, 2008.

Headquartered in Hope, Arkansas, Champion Parts Inc. (OTC:CREBQ)
-- http://www.championparts.net/-- remanufactures fuel system
components, air conditioning compressors, front wheel drive
assemblies, and other underhood electrical and mechanical products
for the passenger car and light truck, agricultural, heavy-duty
truck and marine parts aftermarket.

The company filed for chapter 11 bankruptcy protection on Oct. 10,
2007 (Bankr. W.D. Ark. Case No. 07-73253).  James F. Dowden, Esq.
represents the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it listed total assets of $26,389,000
and total debts of $25,251,000.


CHARLES WILLIAMS: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Charles A. Williams
        aka Buster Williams
        220 West 139th Street
        New York, NY 10030

Bankruptcy Case No.: 08-10224

Chapter 11 Petition Date: January 22, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Wayne M. Greenwald, Esq.
                  Wayne M. Greenwald, P.C.
                  99 Park Avenue
                  Suite 800
                  New York, NY 10016
                  Tel: (212) 983-1922
                  Fax: (212) 953-7755

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Pmichaelmk                       Med1 Emergency            $150
1861-09 Union Turn               Med Association of
Flushing, NY 11366               Siro

Internal Revenue Service                                Unknown
11601 Roosevelt Boulevard
P.O. Box 21126
Philadelphia, PA 19114

NYC Department of Finance                               Unknown
345 Adams Street - 3rd Floor
Legal Affairs - D. Cohen
Brooklyn, NY 11201-3719

NYS Department of Tax and Finance                       Unknown


CHASE MORTGAGE: Fitch Downgrades Ratings on 17 Cert. Classes
------------------------------------------------------------
Fitch Ratings has affirmed 16 and downgraded 17 classes from the
following Chase Mortgage Finance Corp. mortgage pass-through
certificates:

Series 2006-A1
  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 downgraded to 'BBB-' from 'BBB';
  -- Class B-3 downgraded to 'B' from 'BB';
  -- Class B-4 downgraded to 'C/DR4' from 'B'.

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

Series 2006-S2
  -- Class A affirmed at 'AAA';
  -- Class A-M affirmed at 'AA+';
  -- Class M-1 affirmed at 'AA';
  -- Class B-1 affirmed at 'A';
  -- Class B-2 downgraded to 'BB+' from 'BBB';
  -- Class B-3 downgraded to 'C/DR3' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B'.

Series 2006-S3
  -- Class A affirmed at 'AAA';
  -- Class A-M affirmed at 'AA+';
  -- Class M-1 affirmed at 'AA';
  -- Class B-1 downgraded to 'BBB+' from 'A';
  -- Class B-2 downgraded to 'BB' from 'BBB';
  -- Class B-3 downgraded to 'C/DR4' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B'.

Series 2006-S4
  -- Class A affirmed at 'AAA';
  -- Class A-M affirmed at 'AA+';
  -- Class M-1 affirmed at 'AA';
  -- Class B-1 downgraded to 'A-' from 'A';
  -- Class B-2 downgraded to 'BB' from 'BBB';
  -- Class B-3 downgraded to 'C/DR4' from 'BB';
  -- Class B-4 downgraded to 'C/DR5' from 'B'.

The affirmations affect approximately $3.2 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.  The downgrades reflect
the deterioration in the relationship of CE to future loss
expectations and affect $35.6 million in outstanding certificates.

The underlying collateral for the aforementioned transactions
consist primarily of fixed- and adjustable-rate, conventional,
fully amortizing, first lien residential mortgage loans extended
to prime borrowers.  The mortgage loans were either originated or
acquired by JP Morgan Chase and Chase Home Finance.

As of the December 2007 distribution date, series 2006-A1 is
seasoned 16 months.  The pool factor is 82%.  Percentage of loans
delinquent 60 days or more is 1.68% and there are no losses to
date.

For the same distribution date, series 2006-S1 to 2006-S4 are
seasoned 13-20 months.  Pool factors range from 80%-84%.
Percentage of loans delinquent 60 days or more vary from 1.06% to
1.70%.  Series 2006-S1 and 2006-S4 have no losses to date, while
series 2006-S2 and 2006-S3 have minimal losses.


CHRYSLER LLC: Unit Inks Product Development Pact With Tata Motors
-----------------------------------------------------------------
A unit of Chrysler LLC has entered into an agreement with Tata
Motors Ltd. for the development of an electric version of Tata's
mini truck Ace, media reports say.

Pursuant to a development contract that Tata Motors entered into
with Chrysler's Global Electric Motorcars, the parties will
develop and market battery-operated neighborhood electric vehicles
that will be sold in the United States.

The NEVs, which can ferry passengers and cargo, has passed
required safety and reliability tests, and the prototype is ready
for production, Alka Kshirsagar of the Business Line relates,
citing unnamed sources in the industry.

The vehicles, which will be shipped as completely built units,
will mark Tata Motor's entry into the U.S. markets, BL points out.

A Tata Motors spokesperson has admitted that the company, in
partnership with an American firm, is exploring the possibility of
a vehicle on the Ace platform with a U.S.-suitable electrical
engine, BL relates.  "But it is premature at this stage to furnish
any details," the spokesperson added.

According to Reuters, Tata Motors will begin exporting around
10,000 units by year-end, and ramp up to 50,000 units.

                       About Tata Motors

India's largest automobile company, Tata Motors Limited --
http://www.tatamotors.com/-- is mainly engaged in the business
of automobile products consisting of all types of commercial and
passenger vehicles, including financing of the vehicles sold by
the Company. The Company's operating segments consists of
Automotive and Others. In addition to its automotive products,
it offers construction equipment, engineering solutions and
software operations. Tata Motors has operations in Russia and the
United Kingdom.

                       About Chrysler LLC

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

                          *     *     *

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


CIENA CORP: Inks Buyout Deal With World Wide Packets
----------------------------------------------------
Ciena Corporation has reached a definitive agreement to acquire
World Wide Packets.

"As part of our strategy to leverage Ethernet as the vehicle for
network convergence to optimize the cost and efficiency of network
resources, the addition of World Wide Packets' technology expands
our ability to address the access and aggregation tiers of the
network with simplified IP/Ethernet service architectures," Gary
Smith, president and chief executive officer of Ciena said.
"Bringing to our FlexSelect(TM) Architecture these flexible,
highly-scalable Carrier Ethernet service delivery platforms
further advances us in the high-growth business Ethernet services
market and strengthens our position in the emerging wireless
backhaul space."

"Since the inception of the company, it has been the goal of World
Wide Packets to define and provide the next-generation of Carrier
Ethernet solutions, and today's news is conclusive validation of
our approach," Matthew Frey, president and chief operating officer
of World Wide Packets said.  "Our expertise in True Carrier
Etherne(TM) combined with the power and flexibility of Ciena's
FlexSelect Architecture provides customers with a compelling and
cost-effective solution for delivering Carrier Ethernet-based
services."

Ciena also has been awarded a multi-year contract with AT&T to
supply the global carrier with these platforms.

                     Carrier Ethernet Market

Industry analyst firm Infonetics Research forecasts worldwide
revenue for Ethernet services to surpass $25 billion in 2010,
growing at a 5-year CAGR of 28 percent, representing a five-year
total of nearly $87 billion.  Growth is being driven by the
growing migration from legacy services to Ethernet-based services
across enterprise segments.

"Now more than ever, network operators are seeking to drive down
network costs and complexity while boosting capacity, and they are
increasingly turning to Ethernet as the solution of choice for
achieving those goals," Michael Howard, principal analyst,
Infonetics Research said.  "In our bandwidth-hungry world,
simplicity, cost efficiency and flexibility are more than just
marketing clich‚s, they are the hallmarks of today's Carrier
Ethernet networks."

"Pairing with World Wide Packets makes a lot of sense for Ciena,
as it nicely enhances the performance-grade Ethernet capabilities
of the FlexSelect Architecture," Mr. Howard added.

                   Transaction Terms and Timing

Under the terms of the acquisition agreement, World Wide Packets
will merge with a subsidiary of Ciena, and all outstanding shares
of World Wide Packets common and preferred stock, including
employee stock options and warrants, will be exchanged for
approximately $200 million in cash and 3.4 million shares of Ciena
common stock.

In addition, Ciena will assume up to $15 million in outstanding
World Wide Packets debt.  Based on the closing price of Ciena's
stock on Friday Jan. 18, 2008, of $26.52, the aggregate value of
the shares to be issued by Ciena is approximately $90 million.

This transaction is subject to various conditions and approval by
appropriate government agencies.  The boards of directors of both
Ciena and World Wide Packets have approved the transaction.  It is
expected that this transaction will close during Ciena's second
quarter of fiscal 2008.

Following completion of this transaction, World Wide Packets will
continue to operate from its Spokane Valley, Washington and San
Jose, California locations.

Morgan Stanley served as financial advisor to Ciena on this
transaction.  Goldman Sachs served as financial advisor to World
Wide Packets.

                     About World Wide Packets

Headquartered in Spokane Valley, Washington, World Wide Packets --
http://www.worldwidepackets.com-- develops, manufactures, and
markets commercial and residential broadband equipment for
Ethernet networks using fiber and copper infrastructure.  The
company's LightningEdge series of products includes portals,
concentrators and distributors.  It counts utilities,
telecommunications, cable, and real estate development companies
around the world, as well as public entities and learning
institutions, among its customers.

                     About Ciena Corporation

Headquartered in Linthicum, Maryland, Ciena(R) Corporation --
http://www.ciena.com/-- supplies communications networking
equipment, software and services that support the delivery and
transport of voice, video and data services.  Its products are
used in communications networks operated by telecommunications
service providers, cable operators, governments and enterprises
worldwide.

The company is engaged in transitioning communications networks to
converged architectures, capable of delivering a mix of high-
bandwidth communications services.  Ciena Corporation's product
portfolio includes a range of communications networking equipment
that is located from the core of communications networks to the
edge, where end users gain access to communications services.  Its
products include transport and switching, packet interworking,
access, network and service management tools, and global network
services.


CIENA CORP: WWP Merger Won't Affect S&P's "B" Corporate Rating
--------------------------------------------------------------
Ciena Corp. (B/Positive/--) announced that it has a definitive
agreement to acquire privately held World Wide Packets (WWP) for
$215 million in cash and assumed debt, and about
$90 million in stock.  Standard & Poor's Ratings Services said the
acquisition, expected to close in the April 2008 quarter pending
regulatory approval, would not affect its corporate credit rating
on Ciena.

Ciena provides Ethernet-based equipment for carrier backbone
networks.  Spokane Valley, Washington-based WWP provides Ethernet-
based network access and traffic aggregation equipment, which
supplements Ciena's own Ethernet product line.   Revenues were
about $30 million in 2007, although profitability is not
disclosed.  Ethernet transport is widely used in enterprise campus
networks, and the merged company's products should enable
efficient transfer of enterprise data between distant locations.
Still, the acquisition will entail transitional costs and the
risks of product-line integration. Following the acquisition,
Ciena's customer base will remain highly concentrated among a few
carriers.

Ciena has ample liquidity to manage its operations following the
acquisition, with pro forma cash balances near $1 billion.   The
company's profitability has been improving, with EBITDA of $39
million in the October 2007 quarter, compared with
$20 million in the year-ago period.  Still, total debt levels are
high.  Pro forma debt to EBITDA is about 9x, and unlikely to
improve over the near term as WWP is integrated.  Ratings could be
adjusted upward over the longer term as the anticipated benefits
of the acquisition are realized in revenues and profitability.


CITICORP MORTGAGE: Fitch Holds 'B' Ratings on Seven Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Citicorp Mortgage
Securities, Inc. mortgage pass-through certificates:

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

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

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

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

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

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

Series 2006-6
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 rated 'B', placed on 'Rating Watch Negative'.

Series 2006-7
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

The affirmations, affecting approximately $3 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The Rating Watch Negative
status affects $540,904 of the outstanding certificates.

The collateral of the above transactions primarily consists of
conventional, fully amortizing, fixed-rate mortgage loans extended
to prime borrowers and secured by first-liens on one- to four-
family residential properties.  All of the loans were originated
or acquired by CitiMortgage, Citi FSB, or Citibank and are
serviced by CitiMortgage, Inc, which is rated 'RPS1' by Fitch.

As of the December 2007 remittance date, the pool factors of the
above transactions range from 76% (series 2005-1) to 89% (series
2006-7).  In addition, the seasoning ranges from 12 months (series
2006-7) to 34 months (series 2005-1).


CITIGROUP MORTGAGE: Fitch Puts 'B' Rated Certs. Under Neg. Watch
----------------------------------------------------------------
Fitch Ratings has taken various rating actions on these Citigroup
Mortgage Loan Trust mortgage pass-through certificates:

Series 2003-UP3
  -- Class A affirmed at 'AAA';
  -- Class B-1 upgraded to 'AA+' from 'AA';
  -- Class B-2 upgraded to 'A+' from 'A';
  -- Class B-3 upgraded to 'BBB+' from 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Series 2004-NCM2
  -- Class A affirmed at 'AAA';
  -- Class B-1 upgraded to 'AA+' from 'AA';
  -- Class B-2 upgraded to 'A+' from 'A';
  -- Class B-3 affirmed at 'BBB';
  -- Class B-4 affirmed at 'BB';
  -- Class B-5 affirmed at 'B'.

Series 2005-1 Pool 2
  -- Class II-A affirmed at 'AAA';
  -- Class II-B-1 affirmed at 'AA';
  -- Class II-B-2 affirmed at 'A';
  -- Class II-B-3 affirmed at 'BBB'.

Series 2005-2 Pool 1
  -- Class I-A affirmed at 'AAA';
  -- Class I-B-1 affirmed at 'AA';
  -- Class I-B-2 affirmed at 'A';
  -- Class I-B-3 affirmed at 'BBB';
  -- Class I-B-4 affirmed at 'BB';
  -- Class I-B-5 rated 'B', placed on Rating Watch Negative.

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

Series 2005-3 Pool 2
  -- Class II-A affirmed at 'AAA';
  -- Class II-B-1 affirmed at 'AA';
  -- Class II-B-2 affirmed at 'A';
  -- Class II-B-3 downgraded to 'BBB-' from 'BBB';
  -- Class II-B-4 downgraded to 'B' from 'BB';
  -- Class II-B-5 downgraded to 'C/DR4' from 'B'.

Series 2005-9 Group 1
  -- Class I-A affirmed at 'AAA';
  -- Class I-B-1 affirmed at 'AA';
  -- Class I-B-2 affirmed at 'A';
  -- Class I-B-3 downgraded to 'B' from 'BBB' and placed on
     Rating Watch Negative.

Series 2005-9 Group 2
  -- Class II-A affirmed at 'AAA';
  -- Class II-B-1 affirmed at 'AA';
  -- Class II-B-2 downgraded to 'BBB+' from 'A';
  -- Class II-B-3 downgraded to 'BB-' from 'BBB'.

Series 2006-AR6 Group 1
  -- Class I-A affirmed at 'AAA';
  -- Class I-B-1 affirmed at 'AA';
  -- Class I-B-2 affirmed at 'A';
  -- Class I-B-3 rated 'BBB', placed on Rating Watch Negative;
  -- Class I-B-4 downgraded to 'BB-' from 'BB';
  -- Class I-B-5 downgraded to 'C/DR4' from 'B'.

Series 2006-AR9 Group 2
  -- Class II-A affirmed at 'AAA';
  -- Class II-B-1 affirmed at 'AA';
  -- Class II-B-2 affirmed at 'A';
  -- Class II-B-3 affirmed at 'BBB';
  -- Class II-B-4 downgraded to 'B' from 'BB' and placed on
     Rating Watch Negative;
  -- Class II-B-5 downgraded to 'C/DR5' from 'B'.

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

Series 2007-6 Group 1
  -- Class I-A rated 'AAA', placed on Rating Watch Negative;
  -- Class I-B-1 downgraded to 'A+' from 'AA' and placed on
     Rating Watch Negative;

  -- Class I-B-2 downgraded to 'BB+' from 'A';
  -- Class I-B-3 downgraded to 'C/DR4' from 'BBB';
  -- Class I-B-4 downgraded to 'C/DR5' from 'BB';
  -- Class I-B-5 downgraded to 'C/DR6' from 'B'.

Series 2007-6 Group 2
  -- Class II-A rated 'AAA', placed on Rating Watch Negative;
  -- Class II-B-1 downgraded to 'A' from 'AA' and placed on
     Rating Watch Negative;

  -- Class II-B-2 downgraded to 'BB+' from 'A';
  -- Class II-B-3 downgraded to 'B' from 'BBB';
  -- Class II-B-4 downgraded to 'C/DR4' from 'BB';
  -- Class II-B-5 downgraded to 'C/DR5' from 'B'.

Series 2007-AR5 Group 1
  -- Class I-A affirmed at 'AAA';
  -- Class I-B-1 downgraded to 'AA-' from 'AA';
  -- Class I-B-2 downgraded to 'BBB+' from 'A';
  -- Class I-B-3 downgraded to 'B+' from 'BBB';
  -- Class I-B-4 downgraded to 'C/DR4' from 'BB';
  -- Class I-B-5 downgraded to 'C/DR5' from 'B'.

Series 2007-AR5 Group 2
  -- Class II-A affirmed at 'AAA';
  -- Class II-B-1 affirmed at 'AA';
  -- Class II-B-2 affirmed at 'A';
  -- Class II-B-3 downgraded to 'BBB-' from 'BBB';
  -- Class II-B-4 downgraded to 'B+' from 'BB';
  -- Class II-B-5 downgraded to 'C/DR4' from 'B'.

Series 2007-AR7
  -- Class A rated 'AAA', placed on Rating Watch Negative;
  -- Class B-1 downgraded to 'A+' from 'AA' and placed on
     Rating Watch Negative;

  -- Class B-2 downgraded to 'BB+' from 'A';
  -- Class B-3 downgraded to 'C/DR4' from 'BBB';
  -- Class B-4 downgraded to 'C/DR5' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B'.

The upgrades, affecting approximately $27.8 million of the
outstanding certificates, are taken as a result of an improvement
in the relationship between credit enhancement and expected loss.
The affirmations, affecting approximately $4 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $226 million of the outstanding certificates, are
taken as a result of a deteriorating relationship between credit
enhancement and expected loss.  The Rating Watch Negative status
affects approximately $1.7 billion of the outstanding
certificates.

The negative rating actions on the 2005 through 2007 vintage CMLT
transactions are because of current trends in the relationship
between serious delinquency and credit enhancement.  The 90+ DQ
for transactions with negative rating actions ranges from 0.63%
(series 2006-AR6 Group 1) to 9.54% (series 2007-AR7) of the
current collateral balance.

The collateral of the above transactions generally consists of
fixed-rate and adjustable-rate mortgage loans extended to Prime or
Alt-A borrowers and secured by first liens on one- to four-family
residential properties.  In general, the loans were originated by
various originators and are serviced by various servicers.

As of the December 2007 remittance date, the pool factors of the
above transactions range from 24% (series 2003-UP3) to 96% (series
2007-6 Group 2).  In addition, the seasoning ranges from seven
months (series 2007-AR7) to 49 months (series 2003-UP3).


CITIMORTGAGE ALTERNATIVE: Fitch Junks Ratings on 8 Cert. Classes
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these CitiMortgage
Alternative Loan Trust mortgage pass-through certificates:

Series 2006-A3
  -- Class A affirmed at 'AAA';
  -- Class B-1 affirmed at 'AA';
  -- Class B-2 affirmed at 'A';
  -- Class B-3 downgraded to 'BB+' from 'BBB';
  -- Class B-4 downgraded to 'B' from 'BB';
  -- Class B-5 downgraded to 'C/DR4' from 'B'.

Series 2007-A1
  -- Class A affirmed at 'AAA';
  -- Class B-1 rated 'AA' is placed on 'Rating Watch Negative';
  -- 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-A2
  -- Class A affirmed at 'AAA';
  -- Class B-1 rated 'AA' is placed on 'Rating Watch Negative';
  -- 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-A3
  -- Class A affirmed at 'AAA';
  -- Class B-1 rated 'AA' is placed on 'Rating Watch Negative';
  -- 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-A5
  -- Class A affirmed at 'AAA';
  -- Class B-1 rated 'AA' is placed on 'Rating Watch Negative';
  -- Class B-2 downgraded to 'A-' from 'A';
  -- Class B-3 downgraded to 'BB' from 'BBB';
  -- Class B-4 downgraded to 'B' from 'BB';
  -- Class B-5 downgraded to 'C/DR5' from 'B'.

The affirmations, affecting approximately $2.7 billion of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.  The downgrades, affecting
approximately $66.8 million of the outstanding certificates, are
taken as a result of a deteriorating relationship between credit
enhancement and expected loss.  In addition, the Rating Watch
Negative status affects $66.5 million of the outstanding
certificates.

The negative rating actions on the subordinate classes of the
above transactions are caused by current trends in the
relationship between serious delinquency and credit enhancement.
As of the December 2007 remittance date, the 90+ DQ ranges from of
1.41% (series 2007-A3) to 1.84% (series 2007-A2) of the current
collateral balance.

The collateral of the above transactions consists of conventional,
fully amortizing, fixed-rate mortgage loans extended to Alt-A
borrowers and secured by first-liens on one- to four-family
residential properties.  All of the loans were originated or
acquired by and are serviced by CitiMortgage, Inc, which is rated
'RPS1' by Fitch.

The pool factors of the above transactions range from 84% (series
2006-A3) to 96% (series 2007-A5).  In addition, the seasoning
ranges from 7 months (series 2007-A5) to 15 months (series 2006-
A3).


COMM 2006-C8: Scheduled Amortization Cues Fitch to Hold Ratings
---------------------------------------------------------------
Fitch has affirmed these COMM 2006-C8 Mortgage Trust, commercial
mortgage pass-through certificates:

  -- $48.0 million class at A-1 'AAA';
  -- $100.0 million class A-2A at 'AAA';
  -- $366.0 million class A-2B at 'AAA';
  -- $244.5 million class A-3 at 'AAA';
  -- $92.5 million class A-AB at 'AAA';
  -- $1.1 billion class A-4 at 'AAA';
  -- $668.8 million class A-1A at 'AAA';
  -- $377.6 million class A-M at 'AAA';
  -- $302.1 million class A-J at 'AAA';
  -- Interest-only class X-P at 'AAA';
  -- Interest-only class X-S at 'AAA';
  -- $28.3 million class B at 'AA+';
  -- $42.5 million class C at 'AA';
  -- $37.8 million class D at 'AA-';
  -- $23.6 million class E at 'A+';
  -- $28.3 million class F at 'A';
  -- $51.9 million class G at 'A-';
  -- $37.8 million class H at 'BBB+';
  -- $42.5 million class J at 'BBB';
  -- $42.5 million class K at 'BBB-';
  -- $18.9 million class L at 'BB+';
  -- $18.9 million class M at 'BB'.
  -- $4.7 million class N at 'BB-';
  -- $9.4 million class O at 'B+';

Fitch does not rate the $14.2 million class P certificates, $9.4
million class Q certificates, or $42.5 million class S
certificates.

The affirmations reflect scheduled amortization and stable
performance since issuance.  As of the January 2008 distribution
date, the transaction's outstanding principal balance has been
reduced by 0.1% to $3.771 billion from
$3.776 billion at issuance.  There are currently no delinquent or
specially serviced loans.

Fitch reviewed year-end 2006 operating statement analysis reports
for the transaction's four shadow rated loans (5.5%): First City
Tower (2.5%), Ryan's Steakhouse (1.7%), Casual Male HQ (0.8%), and
Minnesota Office Building (0.5%).  Based on their stable
performance since issuance the loans maintain their investment
grade credit assessments.

The largest shadow rated loan, First City Tower (2.5%), is secured
by the fee/leasehold interest in a 1.3 million square foot office
property in Houston, Texas.  Major tenants include Vinson & Elkins
LLP, Waste Management Inc., and Enervest Management Partners.
Occupancy as of September 2007 has improved to 92.0% from 85.1% at
issuance.

The second largest shadow rated loan, Fortress/Ryan's Portfolio
(2.5%), is collateralized by a portfolio consisting of 114 fee and
16 leasehold interests in a total of 130 retail properties located
in 22 different states.  As of June 30, 2007, occupancy has
remained stable at 100% since issuance.


COMPASS DIVERSIFIED: Arm Completes Staffmark Investment Buyout
--------------------------------------------------------------
Compass Diversified Holdings and Compass Group Diversified
Holdings LLC's subsidiary, CBS Personnel Holdings Inc.,
consummated the acquisition of Staffmark Investment LLC.

On Dec. 19, 2007, CBS Personnel entered into a definitive
agreement to acquire Staffmark Investment.  Under the terms of the
transaction, CODI, through CBS, will invest approximately $80
million in cash to retire Staffmark's existing debt.

With the closing of the transaction, Staffmark's existing
shareholders will retain approximately 29% of the diluted equity
in the combined CBS - Staffmark business.

Staffmark's Earnings Before Interest, Taxes, Depreciation and
Amortization for 2007 is estimated to be approximately
$18 million, before taking into account any synergistic benefits
resulting from the merger with CBS.

As part of the acquisition, CBS has structured a step up in tax
basis in excess of $100 million, the positive effect of which will
be significant on CBS's annual cash flow.

                 About Staffmark Investment LLC

Staffmark is a provider of commercial staffing services in the
U.S.  The company provides staffing services in 29 states through
222 branches and on-site locations.  The majority of the company's
revenues are derived from light industrial staffing, with the
balance of revenues derived from administrative and transportation
staffing, permanent placement services and managed solutions.
Similar to CBS, Staffmark is a privately held staffing companies
in the United States.

                About Compass Diversified Holdings

Headquartered in Westport, Connecticut, Compass Diversified
Holdings - http://www.compassdiversifiedholdings.com/-- (Nasdaq
GS: CODI) is a Delaware statutory trust that was formed on Nov.
18, 2005, to acquire and manage a group of middle market
businesses that are headquartered in North America.  CODI provides
public investors with an opportunity to participate in the
ownership and growth of companies which have historically been
owned by private equity firms, wealthy individuals or families.

Compass Group Diversified Holdings LLC, a Delaware limited
liability company, was also formed on Nov. 18, 2005.  In
accordance with the Trust Agreement, Compass Diversified Holdings
is the sole owner of 100% of the trust's Interests of Compass
Group Diversified Holdings LLC.  Compass Group Diversified
Holdings LLC is the operating entity with a board of directors and
other corporate governance responsibilities, similar to that of a
Delaware corporation.

Compass Diversified Holdings is managed by Compass Group
Management LLC, which was established in 1998 as a private equity
manager for an offshore philanthropic foundation established by J.
Torben Karlshoej, the late founder of Teekay Shipping Corporation.

Headquartered in Cincinnati, Ohio, CBS Personnel Holdings Inc. and
its consolidated subsidiaries, referred to as CBS Personnel, is a
provider of temporary staffing services in the United States.  CBS
Personnel operates 435 branch locations in 35 states (includes
Staffmark).

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Compass Group Diversified Holdings LLC.  The
outlook is stable.  At the same time, S&P assigned bank loan and
recovery ratings to Compass's $200 million first-lien term loan
due 2013.  The loan is rated 'BB-' with a recovery rating of '4',
indicating S&P's expectation of average (30%-50%) recovery in the
event of a payment default.


CONSTELLATION BRANDS: Selling Three Wine Brands for $134 Million
----------------------------------------------------------------
Constellation Brands Inc. has entered into an agreement to sell
the Almaden and Inglenook wine brands, and the Paul Masson winery
located in Madera, California, to The Wine Group LLC for
$134 million in cash, subject to closing adjustments.

Close of the transaction is subject to routine and customary
regulatory review, and is expected by the end of Constellation's
fiscal year on Feb. 29, 2008.

"This transaction, when coupled with the recent acquisition of
Clos du Bois, the number one super-premium U.S. wine brand, will
allow our wine sales forces to focus on selling higher-growth,
higher-margin premium wines," Rob Sands, Constellation Brands
president and chief executive officer, said.  "This change also
demonstrates our commitment to improve return on invested
capital."

Almaden and Inglenook are table wines which retail for less than
$3 per 750 ml bottle equivalent," Mr. Sands added.  "The Mission
Bell Winery, also in Madera, California, will be retained and
allows the company to increase premium wine production in
California's important San Joaquin Valley wine producing region.
This winery will also provide wine production services to The Wine
Group for a period of time on a contract basis.

The transaction is expected to result in a pre-tax loss of
approximately $27 million or an after-tax loss of $0.13 diluted
earnings per share on a reported basis, and will be excluded from
the company's comparable basis earnings per share.  The loss on
the disposal is driven by the higher write-off of goodwill
unrelated to these brands as required by generally accepted
accounting principles in the U.S. and the low tax basis associated
with goodwill.

Proceeds from the transaction will be used to reduce borrowings.
The impact of this transaction is expected to be slightly dilutive
to ongoing reported basis and comparable basis diluted earnings
per share for fiscal 2009.  The Almaden and Inglenook wine brands
are expected to generate approximately $130 million of net sales
for fiscal 2008, and represent approximately 10 million 9-liter
cases of the company's U.S. wine volume.

The proceeds from this transaction do not impact free cash flow,
and therefore the company's free cash flow guidance for fiscal
2008 remains unchanged at $280 - $300 million.

                   About Constellation Brands

Headquartered in Fairport, New York, Constellation Brands Inc.
(NYSE:STZ) -- http://www.cbrands.com/-- has more than 250 brands
in its portfolio, sales in approximately 150 countries and
operates approximately 60 wineries, distilleries and distribution
facilities.  The company has market presence in
the U.K., Australia, Canada, New Zealand; Mexico.

Barton Brands Ltd. is the spirits division of Constellation Brands
Inc. is a producer, importer and exporter of a wide range of
spirits products, including brands such as Black Velvet Canadian
Whisky, Ridgemont Reserve 1792 bourbon, and Effen vodka.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Fitch Ratings assigned a 'BB-' rating to a note registered by
Constellation Brands Inc. to fund the purchase price of Beam Wine
Estates Inc., a subsidiary of Fortune Brands Inc: $500 million
8.375% senior unsecured note due Dec. 15, 2014.  The rating
outlook is negative.


CREDIT SUISSE: Fitch Holds Low-B Ratings on Three Cert. Classes
---------------------------------------------------------------
Fitch Ratings upgraded Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2001-CK1, as:

  -- $20.2 million class F to 'AAA' from 'AA+';
  -- $17.7 million class G to 'AA+ from 'AA-'.

Fitch also affirmed these classes:

  -- $494.1 million class A-3 at 'AAA';
  -- Interest-only class A-X at 'AAA';
  -- Interest-only class A-Y at 'AAA';
  -- Interest-only class A-CP at 'AAA';
  -- $42.9 million class B at 'AAA';
  -- $45.4 million class C at 'AAA';
  -- $12.6 million class D at 'AAA';
  -- $12.6 million class E at 'AAA';
  -- $17.5 million class H at 'A-';
  -- $27.4 million class J at 'BB+';
  -- $7.5 million class K at 'BB';
  -- $7.5 million class L at 'B+'.

Fitch does not rate classes M, N, and O.  Classes A-1 and A-2 have
paid in full.

The upgrades to classes F and G are due to an additional 15%
defeasance and 15% pay down since the last Fitch rating action.
In total, 39 loans (41%) have defeased, including five (18.6%) of
the top 10 loans.  As of the January 2008 distribution date, the
transaction has been reduced by 26.3% to $734.9 million from
$997.1 million at issuance.

There are, however, 12% of the loans in the transaction with
either a debt service coverage ratio of less than 1.0 times or an
underperforming occupancy rate.  Additionally, there are two (4%)
specially serviced assets.

The largest specially serviced asset (3.7%) is a portfolio of four
cross-collateralized, cross-defaulted multifamily buildings
consisting of 1,180 units.  The portfolio transferred to special
servicing in August 2006 due to technical default because of a low
DSCR and existence of significant deferred maintenance.  Three of
the assets are located in Texas and one is located in
Indianapolis, Indiana.  Occupancy for the four buildings ranges
from 26% to 51%.  The loan is current and the special servicer is
working with the borrower, Alliance Holdings, LLC.  Fitch projects
losses if the default issues are not timely and successfully
resolved.

The second specially serviced (0.3%) is a 66-unit real estate-
owned multifamily asset located in Arlington, Texas.  The asset
became REO in April 2007 and is listed for sale.  December 2007
occupancy was 95%.

The non-rated classes are sufficient to absorb any Fitch projected
losses on the specially serviced assets.

Fitch has also identified the eighth largest loan (2.4%) in the
pool as a loan of concern due to declining performance.  The
property is an office building in Raleigh, North Carolina, that
reported September 2007 DSCR of 0.49X and occupancy of 68%.

At issuance there were two shadow rated loans: 747 Third Avenue
has paid in full and the Stonewood Center Mall (10%) maintains its
investment grade shadow rating.

The Stonewood Center Mall is secured by the leasehold interest in
a 929,792 square foot regional retail mall in Downey, California.
According to the master servicer the property is located in a FEMA
designated fire zone, but has not sustained damage.  As of July
2007, occupancy was 96% compared to 94% at issuance and the
anticipated repayment date is December 11, 2010.


CROWN CITY: Case Summary & 22 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Crown City Plating Company
             3517 W. McKinley Street, #14
             Azusa, CA 91702

Bankruptcy Case No.: 08-10879

Type of Business: The Debtor manufactures electroless and
                  electroplate on metal and plastic.

Chapter 11 Petition Date: January 22, 2008

Court: Central District Of California (Los Angeles)

Judge: Ernest M. Robles

Debtors' Counsel: Robert E. Opera, Esq.
                  Winthrop Couchot Professional Corporation
                  660 Newport Center Drive, Suite 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  http://www.winthropcouchot.com/

Total Assets: $8,026,452

Total Debts:  $15,903,165

Consolidated Debtors' List of 22 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Crown City Plating Co. Pension                       $2,504,000
attn: Plan Administrator
4350 Temple City Boulevard
El Monte, CA 91731

Hermetic Seal                                        $2,450,000
attn: Corporate Officer
4232 Temple City Boulevard
Rosemead, CA 91770

L.A. County Sanitation         Fees                  $36,385
District
attn: David Sanchez
1955 Workman Mill Road
Whittier, CA 90601

ONSA Engineering               trade                 $35,220

Zelle, Hofman, Voelbel         fees                  $34,623
& Gette

CA State Board of Equalization                       $32,079

Enron                          gas fees              $30,000

Basic Chemical                 trade                 $20,688

Auto Tech                      trade                 $15,471

Phibro-Tech                    trade                 $14,854

Girald Fastener                trade                 $14,841

Univar                         trade                 $14,639

SoCal Edison                   utilities             $11,335

Cal Polishing                  trade                 $9,687

Acorn Paper                    trade                 $9,419

SCMH                           trade                 $9,212

M&R Engineering                trade                 $8,950

West Coast Rack                trade                 $8,607

Environmental Recovery         trade                 $5,555

GE Poly                        trade                 $4,880

Hart Employment                trade                 $4,880

Citicorp Leasing               trade                 $4,617


CSK AUTO: S&P Cuts $450 Million Term Loan Rating to 'B-'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on CSK Auto Inc. to 'B-' from 'B'.  The outlook is
negative.  At the same time, S&P lowered the bank loan rating on
the company's $450 million term loan due 2026 to 'B-' (the same as
the corporate credit rating on CSK Auto) from 'B'.  The recovery
rating remains '3', indicating S&P's expectation for meaningful
(50%-70%) recovery in the event of payment default.   In addition,
S&P lowered the rating on the company's senior unsecured debt to
'CCC' from 'CCC+'.

"The rating actions reflect our expectation that the company's
credit metrics will continue to deteriorate over the next few
quarters, with lease-adjusted debt to EBITDA increasing to the mid
to high 6x area," explained Standard & Poor's credit analyst
Stella Kapur.

Additionally, given expectations that 2008 will remain
challenging, S&P anticipate the company will likely need to obtain
further covenant amendments in the second half of the year.

CSK Auto reported third-quarter results that were meaningfully
weaker than expected due to continued declines in same-store sales
and increased promotional activity that led to margin
deterioration.  Gross margins in the third quarter were 45.5% of
sales compared to 47% in the same period last year.  After S&P
gives credit for some one-time charges, third-quarter EBITDA of
$25 million was 29% lower year over year.  Lease-adjusted debt to
EBITDA increased to 6.1x at Nov. 4, 2007 from 5.4x at the end of
2006.  Given expectations that fourth-quarter results will
continue to be weak, S&P expects lease-adjusted debt to EBITDA to
continue to deteriorate and remain in the mid to high 6x area in
2008.  While the company's fourth term loan amendment, made on
Dec. 18, 2007, provided additional covenant relief, S&P suspects
the company may likely need further amendments in the second half
of its fiscal 2008 due to the fact that S&P does not forsee a
quick turnaround in the company's operating performance and the
company's total leverage ratio covenant is scheduled to begin
tightening.  The maximum leverage ratio will step down to 5.75x
and 4.50x at the end of the third and fourth quarters,
respectively, from a peak of 6.00x at the end of its second
quarter.  The maximum annual capital expenditure allowed under the
current term loan covenants is $25 million.  While the company
should generate positive free operating cash flow in 2008, S&P
expects availability under its revolving credit facility to
deteriorate as its term loan covenants tighten.

CSK Auto also announced that it has engaged JPMorgan as an advisor
to consider divesting assets, a sale or merger transaction, or
other capital market or business combination transactions, in
addition to developing strategies for raising new capital and
reducing its debt burden.  Any decision
made by the company about these options could affect the ratings.

The ratings reflect the company's leveraged capital structure,
weak operating performance, inadequate internal accounting
controls and procedures, and geographic concentration in
California and Arizona, home to 42% and 10%, respectively, of its
stores.  Management is implementing measures to remediate
its accounting weaknesses, but it will take time to fully
complete.  Furthermore, given the company's exposure to markets
that have been hit hard by the recent downturn in the housing
market (e.g., California), S&P anticipates consumer demand for
auto part accessories to remain tepid as car owners defer
vehicle maintenance and pare auto-related purchases.


DLJ COMMERCIAL: Fitch Affirms 'BB+' Rating on $22.2MM Certificates
------------------------------------------------------------------
Fitch Ratings affirmed DLJ Commercial Mortgage Corp.'s commercial
mortgage pass-through certificates, series 1998-CF2, as:

  -- $572.3 million class A-1B at 'AAA';
  -- Interest-only class S at 'AAA';
  -- $55.4 million class A-2 at 'AAA';
  -- $60.9 million class A-3 at 'AAA';
  -- $13.8 million class A-4 at 'AAA';
  -- $41.5 million class B-1 at 'AAA';
  -- $16.6 million class B-2 at 'AAA';
  -- $52.6 million class B-3 at 'A+';
  -- $11.1 million class B-4 at 'A-';
  -- $22.2 million class B-5 at 'BB+';
  -- $13.8 million class B-6 at 'B-'.

Fitch does not rate the $14.6 million class C certificates.  Class
A-1A has paid in full.

Although credit enhancement and defeasance have increased since
Fitch's last rating action, upcoming maturities and expected
losses on specially serviced loans warrant affirmations.
Currently, 81 loans have defeased (51.2%), including eight of the
top 10 loans (22.4%).  As of the January 2008 distribution date,
the pool has paid down 27.5% to $802.8 million from $1.11 billion
at issuance.  In addition, 87.9% of the pool balance matures in
2008.

There are currently six loans (2.3%) in special servicing, five of
which are current and one of which is 90 days delinquent.  In
addition, Fitch has identified 34 loans (10.1%) as Fitch Loans of
Concern.  These include specially serviced loans, loans with debt
service coverage ratios below 1.0 times and loans with other
performance issues.  The largest Fitch LOC (1.9%) is secured by a
hotel property in Louisville, Kentucky and is current.  Year-end
2006 Servicer reported effective gross income has decreased 35%
from underwriting and Fitch will continue to monitor the
performance of this asset.

The largest specially serviced loan (0.7%) is secured by a hotel
property located in Youngstown, Ohio.  Losses on the specially
serviced loans are expected and anticipated to be fully absorbed
by the unrated class C certificate.


DOMAIN HOME: Creditor Paladin Denies Likely Loss Over Bankruptcy
----------------------------------------------------------------
Paladin Industries Inc., unsecured creditor of Domain Inc. and
Domain Home Holding Co. LLC, said it does not expect to incur
losses over the Debtors' bankruptcy, Home Furnishings Business
News reports.

Paladin told Home Furnishings Business that it has factoring deals
with two financial companies to back its business.

The Debtors' filings with U.S. Bankruptcy Court for the District
of Delaware show trade debt of $1,101,146 owed to Paladin.

Meanwhile, Paladin CEO Tim Bolick assured its clients early this
week that the unsecured debt the Debtors listed has been factored
to Wells Fargo & Company and BB&T Corporation, Home Furnishings
Business relates.  Mr. Bolick wanted customers to know the company
is fully covered, Home Furnishings Business says.

Norwood, Massachussetts-based Domain Inc., dba Domain Home/Domain
Home Furnishings/Domain-Home.com, -- http://www.domain-home.com/-
- operate a chain of 27 home furnishing stores across seven states
in the Northeast and Mid-Atlantic regions of the US, including
suburbs of major metropolitan markets such as Boston, New York,
Philadelphia and Washington, D.C.

The Debtor and its affiliate, Domain Home Holding Co., LLC, filed
for chapter 11 bankruptcy on Jan. 18, 2008 (Bankr. D. Del. Case
Nos. 08-10132 and 08-10133). J. Kate Stickles, Esq., and Mark
Minuti, Esq., at Saul Ewing LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they listed assets and debts between $10 million and $50 million.


FIRST UNION: Fitch Affirms 'B-' Rating on $8.9MM Class M Certs.
---------------------------------------------------------------
Fitch Ratings affirmed First Union National Bank Commercial
Mortgage Trust's commercial mortgage pass-through certificates,
series 1999-C4, as:

  -- $409.7 million class A-2 at 'AAA';
  -- Interest-only class IO at 'AAA';
  -- $46.5 million class B at 'AAA';
  -- $42.1 million class C at 'AAA';
  -- $13.3 million class D at 'AAA';
  -- $28.8 million class E at 'AAA';
  -- $13.3 million class F at 'AAA';
  -- $33.2 million class G at 'AA-';
  -- $11.1 million class H at 'A-';
  -- $2.2 million class J at 'BBB+';
  -- $6.6 million class K at 'BBB-';
  -- $8.9 million class L at 'B+';
  -- $8.9 million class M at 'B-'.

The class A-1 certificates have paid in full.  Fitch does not rate
the $6.2 million class N certificates.

The affirmations are due to stable performance since Fitch's last
ratings action.  Sixty-six loans (47.5%) have defeased since
issuance, including six of the top 10 loans (15.8%).  As of the
January 2008 distribution date, the pool has paid down 28.7% to
$630.7 million from $885.7 million at issuance.

No loans are schedules to mature in 2008 and there are currently
no delinquent or specially serviced loans.


FLYI INC: To Pay $108 Million to MTTC as Lease Pact Settlement
--------------------------------------------------------------
The FLYi and Independence Air Distribution Trust ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
satisfy two claims at $54 million each asserted by FLYi Inc.'s
unsecured creditor, Manufacturers Trading and Trust Co.,
Bankruptcy Law 360 relates, citing Bankruptcy Law 360.

According to the report, MTTC is the successor to the claims of
the First Bank of Maryland, which claimed more than $100 million
against the Debtor.

First Bank's claims, the report says, are connected with leverage
lease deals it had with Independence Air Inc., for an acquisition
of nine aircrafts to be financed by First Bank.

The payment of the two claims aggregating to $108 million will
serve as a settlement, under which MTTC will waive damages claims
to the aircraft, the report relates.

Parties are asked to submit their objections by Jan. 29, 2008.
The Court is scheduled to hear the matter on Feb. 5, 2008.

Headquartered in Dulles, Virginia, FLYi Inc., aka Atlantic Coast
Airlines Holdings Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.

On Aug. 15, 2006, the Debtors filed their Joint Plan of
Liquidation.  On Nov. 13, 2006, they filed an Amended Plan and
Disclosure Statement.  The Court approved the adequacy of the
Amended Disclosure Statement on Nov. 17, 2006.  On March 15, 2007,
the Court confirmed the Debtors' Amended Plan.  The Debtors'
Amended Liquidation Plan became effective on March 30, 2007. (FLYi
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


FONIX CORP: Sept. 30 Balance Sheet Upside-Down by $55.20 Million
----------------------------------------------------------------
Fonix Corporation's consolidated balance sheet at Sept. 30, 2007,
showed $2.78 million in total assets and $57.98 million in total
liabilities, resulting in a $55.20 million total stockholders'
deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $15,000 in total current assets
available to pay $54.40 million in total current liabilities.

The company reported a net loss of $585,000 on revenues of
$339,000 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $10.85 million on revenues of $386,000 in the same
period in 2006.

The decrease was primarily due to decreased licensing revenue of
$76,000 and decreased retail product sales of $14,000, partially
offset by increased royalty revenues of $30,000 and increased non-
recurring engineering speech revenues of $13,000.

Selling, general and administrative expenses were $502,000 for the
three months ended Sept. 30, 2007, a decrease of $1.5 million from
$2.0 million in 2006.

The company incurred research and product development expenses of
$338,000 for the three months ended Sept. 30, 2007, a decrease of
$213,000 from $551,000 in 2006.

Net interest and other expense was $30,000 for the three months
ended Sept. 30, 2007, a decrease of $2.26 million from net other
expense of $2.29 million in 2006.  The overall decrease was due to
the net change of gain (loss) recognized on the derivative
liability of $2.01 million, increased gain on forgiveness of
liabilities of $199,000 and a decrease in interest expense of
$52,000.

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?2753

                       Going Concern Doubt

Hansen, Barnett & Maxwell PC expressed substantial doubt about
Fonix Corporation's ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's significant losses and negative cash flows from
operating activities during each of the three years in the period
ended Dec. 31, 2006.

                        About Fonix Corp.

Based in Salt Lake City, Utah, Fonix Corporation (OTC BB: FNIX) --
http://www.fonix.com/-- currently operates through its wholly
owned subsidiary, Fonix Speech, Inc., an innovative speech
recognition and text-to-speech technology company that provides
value-added speech solutions.  Fonix Speech offers voice solutions
for mobile/wireless devices; interactive video games, toys and
appliances; computer telephony systems; the assistive market and
automotive telematics.


FONIX CORP: Shareholders Elect Three New Directors to Board
-----------------------------------------------------------
Fonix Corp., in a regulatory filing with the Securities and
Exchange Commission on Jan. 22, 2008, disclosed that at the
company's annual meeting of shareholders which was held on
Jan. 17, 2008, these directors were elected:

          Thomas A. Murdock
          Roger D. Dudley
          William A. Maasberg, Jr.

The second matter voted upon at the meeting was the approval of
the Board of Directors' selection of Hansen, Barnett & Maxwell as
the company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2007.

The third matter voted upon at the meeting was the approval of an
amendment to the company's Certificate of Incorporation to
increase the authorized capital from 5,000,000,000 shares of
common stock to 20,000,000,000 shares of common stock.

                      Going Concern Doubt

Hansen, Barnett & Maxwell PC expressed substantial doubt about
Fonix Corporation's ability to continue as a going concern after
auditing the company's financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's significant losses and negative cash flows from
operating activities during each of the three years in the period
ended Dec. 31, 2006.

At Sept. 30, 2007, the company had total assets of $2.78 million
and total liabilities of $57.98 million, resulting in a
$55.20 million total stockholders' deficit.

                        About Fonix Corp.

Based in Salt Lake City, Utah, Fonix Corporation (OTC BB: FNIX) --
http://www.fonix.com/-- currently operates through its wholly
owned subsidiary, Fonix Speech Inc., a speech recognition and
text-to-speech technology company that provides value-added speech
solutions.  Fonix Speech offers voice solutions for
mobile/wireless devices; interactive video games, toys and
appliances; computer telephony systems; the assistive market and
automotive telematics.


FORD CREDIT: Fitch Rates $43.8 Million Class D Trust at BB
----------------------------------------------------------
Fitch rated these Ford Credit Auto Owner Trust 2008-A classes:

  -- $544,000,000 4.01760% class A-1 'F1+';
  -- $710,400,000 Floating-Rate class A-2 'AAA';
  -- $467,200,000 3.96% class A-3a 'AAA';
  -- $225,000,000 Floating-Rate class A-3b 'AAA';
  -- $133,500,000 4.37% class A-4 'AAA';
  -- $65,700,000 5.33% class B 'A';
  -- $43,800,000 6.57% class C 'BBB';
  -- $43,800,000 8.00% class D 'BB'.


FORD CREDIT: S&P Places BB+ Rating on $43.8 Mil. Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Ford
Credit Auto Owner Trust 2008-A's $2.233 billion asset-backed notes
series 2008-A.

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-A

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

        A-1*                  A-1+               $544.0
        A-2                   AAA                $710.4
        A-3a                  AAA                $467.2
        A-3b                  AAA                $225.0
        A-4                   AAA                $133.5
        B*                    A+                  $65.7
        C*                    BBB+                $43.8
        D*                    BB+                 $43.8

           *Class A-1, B, C, and D are privately placed.


FOX COLLISION: Seeks Protection Under Chapter 11 in Kansas
----------------------------------------------------------
Fox Collision Center and Fox Real Estate filed Wednesday, Jan. 23,
2008, for protection under chapter 11 with the U.S. Bankruptcy
Court for the District of Kansas, Bill Wilson writes for The
Wichita Eagle.

According to documents filed withe Court, Fox has assets and debts
between $1 million and $10 million, Wichita Eagle relates.

Former workers of the Debtors are asked to file proofs of claims
for unpaid salaries, Wichita Eagle adds.

                 Marshall & Ilsley Bank's Lawsuit

In late November 2007, Tulsa World reported that lender, Marshall
& Ilsley Bank in Milwaukee filed a lawsuit with Oklahoma's Tulsa
District Court against the Debtor, Todd Fox and Jody L. Fox.  The
lawsuit, according to Tulsa World, is related to a $7.2 million
loan the defendants issued since 2004.

In addition for seeking recovery of the loans, the bank tried to
foreclose on the Debtor's shops at 4247 South Peoria Avenue and
10226 East 61st Street, Tulsa World revealed.

Five of the Debtor's shops in Tulsa, two shops in Oklahoma City,
as well as shops in Edmond, Midwest City and Norman were shut down
by October 27, Tulsa World reported.  Hundreds of workers were
said to have lost their jobs due to the closures, Tulsa World
related, citing owner Todd F. Fox.

Mr. Fox told Tulsa World that insurers forced his company to
"offer the cheapest and quickest repair possible" and made the
Debtor compromise quality and safety.

                Class-Action Suit by Ex-Workers

A week prior to the reporting of the bank's lawsuit, former
workers filed a class-action case against Fox Collision Centers
for cutting over a hundred jobs without proper notice and for
issuing pay checks worth $10,000 that were allegedly not honored
by the bank, Tulsa World noted.

Charles C. Vaught, Esq., represents the Debtor's former employees,
numbering about 50, who filed the class action.

                  About Fox Collision Center

Tulsa, Oklahoma-based Fox Collision Center and Fox Real Estate
owns and runs a chain of collision repair shops.  It has about 18
shops in three states.  It is owned by Todd Fox, who grew up in
the collision repair business.  His parents opened Service Body
Shop in Wichita, Kansas in 1974.  Todd Fox took over and expanded
the business to three shops before selling them in 1999 to Boyd, a
collision repair industry consolidator based in Canada.


FOX COLLISION: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Fox Collision Center Inc.
             12012 East Kellogg
             Wichita, KS 67207

Bankruptcy Case No.: 08-10110

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Fox Real Estate LLC                        08-10111

Type of Business: The Debtors is a auto repair company.

Chapter 11 Petition Date: January

Court: District of Kansas (Wichita)

Judge: Dale L. Somers

Debtors' Counsel: Edward J. Nazar, Esq.
                  245 North Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610
                  http://www.redmondnazar.com/

Estimated Assets: $7,834,025

Estimated Debts:  $4,207,461

Consolidated Debtors' List of 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
M&I Marshall & Ilsley Bank                           $1,945,332
P.O. Box 3114
Milwaukee, WI 53201

DuPont                                               $1,704,452
c/o Lindsey A. Gautheir
Barley Mill Plaza 25,2306
4417 Lancaster Pike
Wilmington, DE 19805

Todd Fox                                             $732,021
6140-K6 S. Gun Club Road #296
Aurora, CO 80016

Howard Parts Distribution Parts                      $243,561

O'Reilly Auto Parts                                  $196,554

American Express                                     $194,031

Bob Hurley Ford                                      $160,622

Dents Unlimited                                      $150,269

AT&T Yellow Pages                                    $103,987

Cardmember Service                                   $96,024

US Bankcorp                                          $95,024

Apex Auto Salvage                                    $80,288

PPG Autoglass                                        $71,617

National City                                        $63,884

Sterling National Bank                               $63,427

Irwin Commercial Financial                           $61,983

Cable Dahmer                                         $57,113

Bob Howard Auto Group                                $54,793

Crazybrush Custom &                                  $45,000
Collision Center


FRIEDMAN'S INC: Three Jewelers File Involuntary Chapter 7 Petition
------------------------------------------------------------------
Three diamond sellers based in New York, including the American
unit of Rosy Blue Group in India, filed involuntary chapter 7
petition against Friedman's Inc. with the U.S. Bankrutpcy Court
for the District of Delaware on Tuesday, The Associated Press
reports.

The jewelers asserted claims totaling $9.1 million, $6.3 million
of which is owed to Rosy Blue affiliates, $190,000 to Paul
Winston-Eurostar LLC, and $950,000 to Jay Gems Inc.'s two
affiliates, AP says.

Harbinger Capital Partners Master Fund I Ltd., which took over the
reorganized company in 2005, refused to comment on the issue, AP
relates.

                       About Friedman's Inc.

Headquartered in Savannah, Georgia, Friedman's Inc. --
http://www.friedmans.com/-- is the parent company of a group of
companies that operate fine jewelry stores located in strip
centers and regional malls in the southeastern United States.

The company and its affiliates filed for chapter 11 protection on
Jan. 14, 2005 (Bankr. S.D. Ga. Case No. 05-40129).  John W.
Butler, Jr., Esq., George N. Panagakis, Esq., Timothy P. Olson,
Esq., and Alexa N. Paliwal, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP represented the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $395,897,000 in total assets and $215,751,000 in total
debts.

Friedman's Inc.'s first amended plan of reorganization became
effective on Dec. 9, 2005, marking its emergence from chapter 11.
Hedge fund Harbinger Capital Partners Master Fund I Ltd. took over
the reorganized company.  Harbinger and Friedman's bought the
Crescent Jewelers' out of bankruptcy in 2006.  Currently, there
are about 500 stores under the Friedman's and Crescent names
throughout the U.S.


FRIENDSHIP VILLAGE: Fitch Lowers Rating on $80.5MM Bonds to "BB"
----------------------------------------------------------------
Fitch Ratings downgraded to 'BB' from 'BB+' the rating on
Friendship Village of Schaumburg's, Illinois, outstanding
$80.5 million of series 2005 A&B revenue bonds issued through the
Illinois Finance Authority.  Furthermore, Fitch removes the bonds
from Rating Watch Negative and has assigned a Negative Outlook.

The downgrade is driven by FVS' more challenging operating
environment, declining census in the Bridgegate apartments and
cost overruns at the Bridgewater Place project.  At Dec. 31, 2007,
FVS had 128 10% pre-sale deposits on the 170 independent living
units at Bridgewater Place which is down from 136 in July 2007.
While gross unit sales have exceeded projections in fiscal 2008,
FVS has experienced a greater than anticipated rate of
cancellations.  Fitch believes that delay in the opening of the
Bridgewater Place project combined with the softening residential
real estate market has caused a higher than expected level of
cancellations and will make successful marketing more challenging.
Moreover, census in the Bridgegate apartments has lagged
expectations as new residents have gravitated to the Bridgewater
Place units.

At Dec. 31 census in the Bridgegate apartments was 371 as compared
to 382 at Aug 31 and 400 at May 31.  Effective Dec. 1, 2007
management has implemented a new pricing matrix on the Bridgegate
apartments in an effort to more clearly delineate the pricing /
value spacing between the two neighborhoods.  Finally,
approximately $4.2 million of project costs to complete the
Bridgewater Place are not covered by project fund and will be
funded by internal liquidity.  This may increase leverage or
reduce the liquidity of FVS in the near to medium term.

Move-in and occupancy at Bridgewater Place exceed projections
which are viewed positively by Fitch.  As of Jan. 15, 2008
approximately 63% (107 of 170) of the total Bridgewater Place
apartments were occupied.  In addition, management expects to have
an additional nine move-ins by March, with others in process,
which should place FVS comfortably ahead of occupancy covenants.
Management is projecting to end fiscal 2008 with approximately 315
days cash on hand (as calculated under the indenture includes
amounts in the entrance fee fund, the operating reserve and
unrestricted cash and investments) and debt service coverage of
1.3 times.  Excluding amounts in the operating reserve and the
entrance fee fund, FVS had approximately $13.1 million of
unrestricted cash and investments at Nov. 30, 2007 which
translates into a light 121 DCOH.

The Negative Outlook reflects FVS' more challenging operating
environment due to the weakness in real estate prices and, more
recently, the turmoil in the financial markets.  Fitch believes
the success of certain marketing initiatives, including the
repricing of the Bridgegate units and an enhanced bridge loan
program, are critical over the near term.  Should improved sales
be realized through these initiatives over the next six months, an
outlook change to stable may be warranted.

Friendship Village of Schaumburg is a Type B Continuing Care
Retirement Community currently consisting of 640 independent
living apartments, 28 independent living cottages, 99 assisted
living units (including 23 dementia units) and 248 skilled nursing
beds.  The facility is located in Schaumburg, Illinois,
approximately 30 miles northwest of downtown Chicago.  In fiscal
2007, FVS had total revenues of $33.6 million.  FVS' disclosure
language provides for annual audited financials and quarterly
financial statements to be delivered to bondholders.  Fitch views
FVS' disclosure language favorably.  Disclosure to date has been
excellent and includes regularly scheduled investor calls.


GARUDA CAPITAL: Sells All Remaining Assets to Pay Debts
-------------------------------------------------------
Garuda Capital Corp. is undertaking a comprehensive review of its
operations and a corporate restructuring.  The company said that
in order to satisfy debts owed to its bankers Garuda was forced to
sell substantially all of its remaining assets and will now be
looking for new business opportunities.

Management's intention moving forward is to re-organize its
operations, identify, and acquire a suitable natural resource
asset to realize growth for the company and its shareholders.

After disappointing results, Garuda decided to sell the Hagensborg
brand and trademark.  Hagensborg Foods Ltd., Garuda's gourmet food
marketing and manufacturing subsidiary has discontinued
operations.

Natural Program Inc., and Natural Program Ltd., two of Garuda's
subsidiaries have also discontinued operations.  Natural Program
Inc., was in the business of developing and marketing herbal
remedies, but was not able to properly finance its operations or
create a market for its lines of chinese herbal remedies.

                   About Garuda Capital Corp.

Based in Vancouver, Canada, Garuda Capital Corp. (PINK:GRUA) --
http://www.garudacapital.com/-- is a management company whose
objective is to develop businesses by providing missing key
ingredients such as management expertise, strategic planning, fund
raising capabilities, and an extensive network of international
contacts.


GENERAL MOTORS: IUE-CWA Retirees to Get Belated Christmas Bonus
---------------------------------------------------------------
General Motors Corp. has finally agreed to pay IUE-CWA retirees
their Christmas bonus despite the fact that the Division has not
yet inked a new contract with the automaker, according to a press
release from the union.  The decision comes after a great deal of
pressure from the union and its retirees, who rely on the payment
to help cover holiday expenses.

"We are pleased the GM has recognized the hardship the delay in
this payment has placed on our retirees," IUE-CWA President Jim
Clark said.  "We have serious obstacles in reaching terms for our
active employees, but retirees should not be held hostage to that
process."

Payments will be made on or around March 17 to eligible IUE-CWA
retirees.  This includes both traditional IUE-CWA GM retirees and
eligible IUE-CWA Delphi "covered employees" who retired after Jan.
1, 2000.  That covers, for example, those from Delphi who "checked
the box" to be covered by GM and Delphi retirees who were extended
GM coverage as part of the bankruptcy contract settlement.

Payments will be $700 for eligible retirees.  Eligible IUE-CWA
surviving spouses will receive 65% of that amount, or $455.  The
bonus will be cut in half for any eligible retiree with an
outstanding disability overpayment.  Payments to eligible retirees
or surviving spouses retired from Delphi will be pro-rated based
on the ratio of GM credited service.

"This agreement goes a long way to demonstrating good faith for
both parties," Automotive Conference Board Chairman Willie Thorpe
said.  "We can now focus on securing both a contract and a long-
term future for our members at Moraine."

                           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.


GERALD HARTMAN: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gerald C. Hartman
        dba J&H Heavy Haul
        fka Cranes Service and Trucking
        aka Cranes Etc.
        805 Maple
        318 Spencer, Street Joe, IN 46785
        Waterloo, IN 46793
        Tel: (260) 837-6623

Bankruptcy Case No.: 08-10156

Type of Business: The Debtor operates a trucking business.

Chapter 11 Petition Date: January 23, 2008

Court: Northern District of Indiana (Fort Wayne Division)

Debtor's Counsel: Steven C. Mayer, Esq.
                  Steuben Co.
                  227 West Maumee Street, Suite A
                  Angola, IN 46703
                  Tel: (260) 665-2606
                  Fax: (260) 665-3782

Total Assets: $315,300

Total Debts:  $1,613,846

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
South Carolina Electric and Gas                        $375,815
MC 020
Columbia, SC 29218-0001

Virginia Transformer/VTCU                              $375,000
220 Glade View Drive
Roanoke, VA 24012

Richard Ousley                                         $118,483
1500 Pleasant View                      Collateral FMV: $40,000
York Town, IN 47396

Internal Revenue Service                                $77,647

Wimlarjo Hendro                                         $63,500

Market Transport                                        $38,705

State of Indiana-Workforce Development                  $20,000

Kenneth Wolowicz                                        $17,862

First Energy                                            $17,793

Department of Workforce Development                     $15,972

J.W. Stenger Trucking                                   $11,745

Sagebrush Industries                                    $10,990

Triple J Logistics                                      $10,440

Ronnie's Heavy Equipment                                $10,000

George Rancho                                            $7,569

Americredit                                              $7,374


GRANITE CARTAGE: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Granite Cartage Company
        3240 Loverock Avenue
        P.O. Box 288
        Steger, IL 60475

Bankruptcy Case No.: 08-01475

Chapter 11 Petition Date: January 23, 2008

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: David E. Grochocinski, Esq.
                  Grochocinski & Grochocinski
                  1900 Ravinia Place
                  Orland Park, IL 60462
                  Tel: (708) 226-2700

Total Assets: $1,245,366

Total Debts:  $1,243,456

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
International Brotherhood of                           $300,000
Teamsters
Union 731 c/o Dowd, Bloch et al
8 South Michigan Avenue,
19th Floor
Chicago, IL 60603

The Bank of Commerce             miscellaneous truck    $84,207
171 East Irving Park Road        parts and tires
Wood Dale, IL 60191

                                 2006 Mack CV713        $63,154
                                 Truck Tractor

                                 2005 Hilbilt 22"       $21,209
                                 Frameless Mongoose
                                 Dump Trailer

                                 2006 GMC Sienna        $15,719
                                 Pickup Truck


William Woldman et al.           pending lawsuit       $100,000
c/o Down Block et al             07C 1608 (N.D. IL)
8 South Michigan Avenue
Suite 1900
Chicago, IL 60603

Material Service Corp.           open account           $75,852

Scott Acres, Russ Day et al      07L 003162 Cook Co     $50,000
                                 Law Department

Bechstein Construction Co.       open account subject   $43,645
                                 to set-off

Tressler Soderstom Maloney et al open account           $36,000

Knight Trucking                  open account subject   $29,838
                                 to set-off

Z-Tech Construction Inc.         open account subject   $25,986
                                 to set-off

Hughes Socol Piers Resnick et al open account           $19,170

Speedway Super America LLC       open account           $19,087

Stony Tire, Inc.                 open account           $16,466

RJ & R Trucking & Excavating Inc open acount subject    $13,721
                                 to set-off

Zenere Trucking                  open account subject   $12,002
                                 to set-off

Pozzo Illinois, Inc.                                    $10,070

Hot Rock Trucking                open account            $9,935

Ol' Glory Transportation, Inc.   open account            $8,665


GS MORTGAGE: S&P Places Four Low-B Ratings Under Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on four
classes of commercial mortgage pass-through certificates from GS
Mortgage Securities Corp. II's series 2006-RR2 on
CreditWatch with negative implications.

The negative CreditWatch placements reflect the downgrade of the
net lease pass-through certificates series BC 2000-A from Short-
Term Asset Receivables Trust to 'D' from 'BB'.  The lowered rating
on that security reflected interest shortfalls allocated to the
class due to recurring special servicing fees.   The Short-Term
Asset Receivables Trust transaction is collateralized by two
credit-tenant-lease loans and comprises the largest exposure
(4.4%) in GS Mortgage Securities Corp.   II's series 2006-RR2.
S&P will resolve the CreditWatch placement after S&P conduct a
full analysis of the transaction to determine whether the
remaining credit support is adequate to support the current
ratings.

             Ratings Placed on CreditWatch Negative

                 GS Mortgage Securities Corp. II
Commercial mortgage pass-through certificates series 2006-RR2

                     Rating
                     ------

    Class    To                  From    Credit enhancement
    -----    --                  ----    ------------------

    N        BB-/Watch Neg       BB-                2.75%
    O        B+/Watch Neg        B+                 1.75%
    P        B/Watch Neg         B                  1.25%
    Q        B-/Watch Neg        B-                 1.00%


GS MORTGAGE: Stable Performance Cues Fitch to Affirm Ratings
------------------------------------------------------------
Fitch Ratings has affirmed GS Mortgage Securities Corp. II Series
2004-C1 as:

  -- $346.5 million class A-1 at 'AAA';
  -- $190.5 million class A-2 at 'AAA';
  -- $153.3 million class A-1A at 'AAA';
  -- Interest only classes X-1 and X-2 at 'AAA';
  -- $20.1 million class B at 'AAA';
  -- $7.8 million class C at 'AAA';
  -- $16.7 million class D at 'AA';
  -- $12.3 million class E at 'A';
  -- $13.4 million class F at 'A-';
  -- $7.8 million class G at 'BBB';
  -- $7.8 million class H at 'BBB-'.
  -- $5.6 million class J at 'BB+';
  -- $3.3 million class K at 'BB';
  -- $3.3 million class L at 'BB-';
  -- $4.5 million class M at 'B+';
  -- $3.3 million class N at 'B';
  -- $3.3 million class O at 'B-'.

Fitch does not rate the $13.4 million class P.

The affirmations are due to the stable performance of the
transaction since Fitch's last rating action.  As of the December
2007 distribution date, the pool has paid down 8.9%, to $812.9
million from $892.3 million at issuance.  In total, 15 loans
(35.3%) have defeased.  There are currently no delinquent or
specially serviced loans.

The two remaining non-defeased shadow rated loans, The Water Tower
Center (6.5%) and The DDR Portfolio (5.5%), maintain the
investment grade shadow ratings based on their stable performance.
Both loans are amortizing and are scheduled to mature in September
2010 and March 2008, respectively.

The Water Tower Place loan is secured by a regional anchored
shopping mall located in Chicago, Illinois.  There are a total of
six pari passu notes A-1 through A-6 with the A-3 and A-4 pieces
included in the trust.  As of September 2007, occupancy decreased
to 83.8% from 96.1% at issuance due to Lord & Taylor store
closing.  The American Girl has signed a 15-year lease for part of
the vacated space which starts in September 2008.

The DDR Portfolio loan is secured by 10 anchored retail malls
located in eight states.  There are three pari passu notes A-1, A-
2, and A-3 with the A-2 piece included in the trust.  As of
September 2007, the portfolio occupancy decreased to 89% from
92.9% at issuance.  Wal-Mart, the anchor tenant at one of the
properties, vacated after lease expiration.

One loan (1%) has been identified as Fitch loan of concern due to
declining performance.  It is an interest only loan secured by a
282 unit multifamily property in San Antonio, Texas and had
servicer reported DSCR of 0.48x as of June 30, 2007.

Seventeen non-defeased loans (22.1%) are scheduled to mature in
2008, all of which are performing.  All but one loan have stable
to improved year-end 2006 DSCR compared to that at issuance.  The
interest rates on these loans range from 4.2% to 5.43%.


H&H MEAT: Can Hire Campero & Becerra as General Bankruptcy Counsel
------------------------------------------------------------------
H&H Meat Products Co. Inc. obtained permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Campero & Becerra P.C. as its general bankruptcy counsel.

Campero & Becerra is expected to:

   a) give the Debtor legal adivce with respect to her powers and
      duties in this case;

   b) take necessary action to avoid any liens against the
      Debtor's property and to avoid any voluntary transfers or
      any involuntary transfers obtained by attachment,
      garnishment, levy or seizure of creditors, within 90 days or
      within two years before the bankruptcy filing;

   c) prepare on behalf of the Debtor, necessary amendments,
      applications, answers, orders, reports and other legal
      papers;

   d) represent the Debtor in the compilation, preparation,
      solicitation and disclosure relating to the Debtor's plan of
      reorganization;

   e) perform all other legal services for the Debtor which may be
      necessary in the bankruptcy case; and

   f) represent the Debtor at all trustee meetings and court
      hearings.

Adolfo Campero, Jr., Esq., an attorney at Campero & Becerra, tells
the Court that the firm's professionals bill:

      Professional              Hourly Rate
      ------------              -----------
      Adolfo Campero, Jr.           $300
      Paraprofessional              $125

Mr. Campero assures the Court that the firm has no connections
with the Debtor's creditors, or any other party in interest, and
does not hold any adverse interest on the Debtor's estates.

Mr. Campero can be contacted at:

      Adolfo Campero, Jr., Esq.
      Campero & Becerra P.C.
      315 Calle Del Norte, Suite 207
      Laredo, TX 78041
      Tel: (956) 796-0330
      Fax: (956) 796-0399

Based in Mercedes, Texas, H&H Meat Products Co. Inc. manufactures
meat products, processes boxed beef items into food products,
processes commodity products and distributes food since 1968.  The
company filed for Chapter 11 protection on Dec. 31, 2007 (Bankr.
S.D. Tex. Case No. 07-70622).  Adolfo Campero, Jr., Esq., at
Campero & Becerra P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $11,207,241, and total liabilities of
$9,287,970.


H&H MEAT: Court Okays Salinas Allen as Accountants
--------------------------------------------------
H&H Meat Products Co. Inc. obtained permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Salinas Allen & Schmitt, LLC as its accountant.

Court documents did not disclose the accounting firm's specific
duties to be rendered in the Debtor's bankruptcy case.

The Debtor said that the firm's professionals bill:

      Designation               Hourly Rate
      -----------               -----------
      Accountants                  $150
      Paraprofessionals             $75

The Debtor assured the Court that the firm and the chief
accountant working in this case, Rudy Salinas, have no connections
with the Debtor, its creditors, or any other parties-in-interest.

Based in Mercedes, Texas, H&H Meat Products Co. Inc. manufactures
meat products, processes boxed beef items into food products,
processes commodity products and distributes food since 1968.  The
company filed for Chapter 11 protection on Dec. 31, 2007 (Bankr.
S.D. Tex. Case No. 07-70622).  Adolfo Campero, Jr., Esq., at
Campero & Becerra P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $11,207,241, and total liabilities of
$9,287,970.


H&H MEAT: Section 341(a) Meeting Scheduled for January 29
---------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of H&H Meat
Products Co.'s creditors on Jan. 29, 2008, at 11.45 a.m., at the
Bank of America Building, Room 301, 222 East Van Buren, in
Harlingen, 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 Mercedes, Texas, H&H Meat Products Co. Inc. manufactures
meat products, processes boxed beef items into food products,
processes commodity products and distributes food since 1968.  The
company filed for Chapter 11 protection on Dec. 31, 2007 (Bankr.
S.D. Tex. Case No. 07-70622).  Adolfo Campero, Jr., Esq., at
Campero & Becerra P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $11,207,241, and total liabilities of
$9,287,970.


HARRAH'S ENT: Extends Units' Tender Offer Expiry Until January 28
-----------------------------------------------------------------
Harrah's Entertainment Inc. has extended the offer expiration date
for the cash tender offers by Harrah's Operating Company Inc. for
any and all of its outstanding:

   (i) Senior Floating Rate Notes due 2008 (CUSIP No.
       413627AR1; ISIN No. US413627AR15);
  (ii) 8.875% Senior Subordinated Notes due 2008 (CUSIP No.
       700690AJ9; ISIN No. US700690AJ90);
(iii) 7.5% Senior Notes due 2009 (CUSIP No. 413627AE0; ISIN
       No. US413627AE02);
  (iv) 7.5% Senior Notes Due 2009 (CUSIP No. 700690AN0; ISIN
       No. US700690AN03); and
   (v) 7% Senior Notes due 2013 (CUSIP No. 700690AS9; ISIN No.
       US700690AS99).

The offer expiration date for the cash tender offer by Harrah's
Entertainment and Harrah's Operating for Harrah's Operating's
Floating Rate Contingent Convertible Senior Notes due 2024 (CUSIP
No. 127687AA9; CUSIP No. 127687AB7; ISIN No. US127687AA90; ISIN
No. US127687AB73) was also extended.

In each case, the offer expiration date has been extended to 8:00
a.m., New York City time, on Jan. 28, 2008, the date on which the
merger of Harrah's Entertainment with Hamlet Merger Inc., a
company controlled by Apollo Global Management LLC and TPG
Capital, L.P., is scheduled to close, unless further extended.

Except for the extension, all of the terms and conditions set
forth in the applicable Offer to Purchase and Consent Solicitation
Statement with respect to the Notes remain unchanged.

As of 9:00 a.m. New York City time, on Jan. 23, 2008:

   (i) approximately $81,150,000 in aggregate principal amount
       at maturity of the Floating Rate Notes had been
       tendered, representing approximately 32.46% of the
       outstanding principal amount at maturity of the Floating
       Rate Notes;

  (ii) approximately $394,234,000 in aggregate principal amount
       at maturity of the 8.875% Notes had been tendered,
       representing approximately 98.56% of the outstanding
       principal amount at maturity of the 8.875% Notes;

(iii) approximately $131,144,000 in aggregate principal amount
       at maturity of the 7.5% Notes (1998) had been tendered,
       representing approximately 96.22% of the outstanding
       principal amount at maturity of the 7.5% Notes (1998);

  (iv) approximately $424,166,000 in aggregate principal amount
       at maturity of the 7.5% Notes (2001) had been tendered,
       representing approximately 99.80% of the outstanding
       principal amount at maturity of the 7.5% Notes (2001);

   (v) approximately $299,396,000 in aggregate principal amount
       at maturity of the 7% Notes had been tendered,
       representing approximately 99.80% of the outstanding
       principal amount at maturity of the 7% Notes; and

  (vi) approximately $374,592,500 in aggregate principal amount
       at maturity of the Convertible Notes had been tendered,
       representing approximately 99.96% of the outstanding
       principal amount at maturity of the Convertible Notes.

Harrah's Operating's tender offer is subject to the conditions set
forth in the Statements and the applicable Consent and Letter of
Transmittal, including, among other things, that Harrah's
Operating obtains the financing necessary to pay for the Notes and
consents in accordance with the terms of the tender offers and
consent solicitations.

Harrah's Operating and Harrah's Entertainment have retained Citi
to act as lead dealer manager in connection with the tender offers
and consent solicitations.  Questions about the tender offers and
consent solicitations may be directed to Citi at (800) 558-3745
(toll free) or (212) 723-6106 (collect).

Copies of the offer documents and other related documents may be
obtained from Global Bondholder Services Corporation, the
information agent for the tender offers and consent solicitations,
at (866) 924-2200 (toll free) or (212) 430- 3774 (for banks and
brokers only).

                  About Harrah's Entertainment

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

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Standard & Poor's Ratings Services lowered its ratings on Harrah's
Entertainment Inc. and its wholly owned subsidiary, Harrah's
Operating Co. Inc.  The corporate credit rating on each entity was
lowered to 'B+' from 'BB'.  In addition, S&P's senior unsecured
and subordinated debt ratings on approximately $4.6 billion of
existing notes, which will be rolled over as part of the
transaction, were both lowered to 'B-', from 'BB' and 'B+'.  The
ratings were removed from CreditWatch, where they were placed with
negative implications on Oct. 2, 2006.  The rating outlook is
stable.


HARVEY ELECTRONICS: Court Gives Interim Okay to Ruskin as Counsel
-----------------------------------------------------------------
Harvey Electronics Inc. obtained permission, on an interim basis,
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Ruskin Moscou Faltischek, P.C. as its general
bankruptcy counsel.

Ruskin Moscou is expected to:

   a) render necessary legal advice in connection with the
      operation of its business during bankruptcy;

   b) represent the Debtor in all court proceedings and
      proceedings before the U.S. Trustee when required;

   c) prepare all necessary petitions, pleadings, orders, reports,
      and other legal papers;

   d) examine into liens and preferences and bring necessary
      proceedings;

   e) prepare various reports required;

   f) perform all other legal services for the Debtor that may be
      necessary in the proceedings; and

   g) effect all filings as may be required by the U.S. Securities
      and Exchange Commission.

Jeffrey A. Wurst, Esq., a member at Ruskin Moscou, tells the Court
that the firm's professionals bill:

      Designation                    Hourly Rate
      -----------                    -----------
      Partners & Counsel             $325 - $600
      Associates                     $185 - $300
      Paraprofessionals              $145 - $185

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

Mr. Wurst can be contacted at:

      Jeffrey A. Wurst, Esq.
      Ruskin Moscou Faltischek, P.C.
      1425 RexCorp Plaza
      East Tower, 15th Floor
      Uniondale, NY 11556
      Tel: (516) 663-6600
      http://www.ruskinmoscou.com/

                     About Harvey Electronics

Based in New York City, Harvey Electronics Inc. --
http://www.harveyonline.com/-- retails, services and custom
installs audio, video and home theater equipment.  The  equipment
includes high-fidelity components and systems, digital versatile
disc players, digital video recorders, high definition television,
plasma flat screen and liquid crystal display flat-panel
television sets, integrated remote  controls, media servers,
audio/video furniture, conventional telephones, moving picture
experts group layer-3 audio players, iPods, satellite and analog
radios, service contracts and related accessories.  It operates
nine locations  comprising eight Harvey specialty retail stores
and one separate Bang & Olufsen branded store.  It also retails
brands manufactured by Bang & Olufsen, Crestron, Marantz,
McIntosh, NAD, Vienna Acoustics, Sonus Faber, Krell, Boston
Acoustics, Martin Logan and Fujitsu.

The company filed for chapter 11 protection on Dec. 28, 2007
(Bankr. S.D.N.Y. Case No. 07-14051).  Harold S. Berzow, Esq., at
Ruskin, Moscou, Faltischek P.C., represents the Debtor in its
restructuring efforts.  An Official Committee of Unsecured
Creditors has been appointed in the case.  When the Debtor filed
for bankruptcy, it listed total assets of $9,930,468 and total
debts of $10,368,513.


HEALTHSOUTH CORP: Selling Corporate Campus for $43.5 Mil. Cash
--------------------------------------------------------------
HealthSouth Corporation signed a definitive agreement to sell its
corporate campus, located in Birmingham, Alabama, to Daniel
Corporation for $43.5 million in cash and a 40% residual interest
in the "Digital Hospital."

The property consists of a 200,000 square-foot corporate
headquarters building, the 85-acre corporate campus on which the
headquarters sits, and the 19-acre tract of land contiguous to the
corporate campus that includes an incomplete 13-story building
formerly called the "Digital Hospital".

The execution of this agreement, the company relates, is another
step in HealthSouth's plan, disclosed in August 2006, to
deleverage the company and reposition it for growth as a pure-
play, post-acute care provider with a focus on inpatient
rehabilitation.

Proceeds from this transaction, scheduled to close by the
end of the first quarter, will be used to pay down a portion of
the company's long-term debt.

"We are very pleased to have signed this definitive agreement with
the Birmingham-based company, Daniel Corporation," said
HealthSouth president and CEO Jay Grinney.  "Following the
divestiture of our three non-core business segments, we have
focused on paying down our debt, reducing our corporate overhead
costs and relocating into more efficient office space.

"In addition to paying down a portion of our debt with these
proceeds, this sale also will help reduce our annual corporate
operating expenses as we move forward."

Under the terms of the agreement, HealthSouth has entered into a
long-term lease arrangement to maintain its corporate headquarters
on the corporate campus.  Additional details of the agreement were
not disclosed.

                    About Daniel Corporation

Headquartered in Birmingham, Alabama, Daniel Corporation --
http://www.danielcorp.com/ -- is a full-service real estate
organization, dedicated to creating new expectations for large-
scale development.  Through long-term partnerships, Daniel has
developed a diverse real estate portfolio, including luxury
apartment and senior-living communities, residential golf course
communities, Class A office buildings, and suburban mixed-use
projects.

                    About HealthSouth Corp.

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(NYSE: HLS) -- http://www.healthsouth.com/-- provides inpatient
rehabilitation services.  Operating in 26 states across the
country and in Puerto Rico, HealthSouth serves more than 250,000
patients annually through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As reported in the Troubled Company Reporter on Jan. 10, 2008,
HealthSouth Corporation's consolidated balance sheet at
Sept. 30, 2007, showed $2.53 billion in total assets,
$3.55 billion in total liabilities, $93.6 million in minority
interest in equity of consolidated affiliates, and $387.4 million
in convertible perpetual preferred stock, resulting in a $1.50
billion total shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $668.9 million in total current
assets available to pay $1.02 billion in total current
liabilities.


HELLER FINANCIAL: Fitch Holds 'B-' Rating on $9.6MM Class M Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed Heller Financial Commercial Mortgage
Asset Corp.'s mortgage pass-through certificates, series 2000-PH1,
as:

  -- $450.7 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $43.1 million class B at 'AAA';
  -- $47.8 million class C at 'AAA';
  -- $12 million class D at 'AAA';
  -- $35.9 million class E at 'AAA';
  -- $14.4 million class F at 'AAA';
  -- $26.3 million class G at 'AA+';
  -- $7.2 million class K at 'BBB-';
  -- $9.6 million class L at 'BB';
  -- $9.6 million class M at 'B-'.

Fitch does not rate the $19.1 million class H, $9.6 million class
J, or $11.4 million class N certificates.  Class A-1 has been paid
in full.

Although the transaction has had an additional 3% pay down and 7%
defeased since the last rating action, affirmations are warranted
due to the high amount of Fitch loans of concern. There are 18
(11.5%) Fitch Loans of concern or 19% of the non-defeased total,
including two (1%) specially serviced assets.

The largest specially serviced asset (0.9%) became real estate-
owned in November 2007. The asset is an industrial property in
Irving, TX, that reported a December 2007 physical occupancy of
14%. The master servicer is working to stabilize the asset and the
Fitch projected losses are anticipated to be absorbed by the non-
rated class.

The second specially serviced asset (0.1%) is a self-storage
facility in Paso Robles, California.  The loan is current and if
stable performance continues, the asset will be returned to the
master servicer.

Five loans (1.8%) are scheduled to mature in 2008, of which one
loan has defeased (0.4%).  The four non-defeased loans are
performing and the weighted average coupon rate is 7.03%.

As of the January 2008 distribution date, the pool's certificate
balance has been reduced by 27% to $697 million from $957 million
at issuance.  In total, 50 loans (40%) have defeased, including
five (12.2%) of the top 10 loans in the pool.


INDYMAC BANCORP: Business Reasons Cue Moody's to Vacate Ratings
---------------------------------------------------------------
Moody's Investors Service withdrew its ratings for Indymac
Bancorp, Inc. (B1 issuer rating) and Indymac Bank F.S.B. (bank
financial strength at D-, deposits at Ba3) for business reasons.

Outlook Actions:

Issuer: Indymac Bancorp. Inc.

  -- Outlook, Changed To Rating Withdrawn From Negative

Issuer: Indymac Bank, F.S.B.

  -- Outlook, Changed To Rating Withdrawn From Negative

Withdrawals:

Issuer: Indymac Bancorp. Inc.

  -- Issuer Rating, Withdrawn, previously rated B1

Issuer: Indymac Bank, F.S.B.

  -- Bank Financial Strength Rating, Withdrawn, previously
     rated D-

  -- Issuer Rating, Withdrawn, previously rated Ba3

  -- OSO Rating, Withdrawn, previously rated NP

  -- Deposit Rating, Withdrawn, previously rated NP

  -- OSO Senior Unsecured OSO Rating, Withdrawn, previously
     rated Ba3

  -- Preferred Stock Preferred Stock, Withdrawn, previously
     rated B2

  -- Senior Unsecured Deposit Rating, Withdrawn, previously
     rated Ba3

Indymac Bancorp, Inc. is a residential mortgage originator and
servicer located in Pasadena, CA. At Sept. 30, 2007 Indymac
reported assets of $33.7 billion and shareholders' equity of
$1.9 billion.


INFOUSA INC: Inks Definitive Contract to Acquire Direct Media
-------------------------------------------------------------
infoUSA Inc. has signed a definitive agreement to acquire Direct
Media Inc.

"We are very happy to join forces with Direct Media," commented
Vin Gupta, chairman and CEO of infoUSA.  "This acquisition
continues our strategy of consolidating the direct marketing
industry.  Direct Media's expertise and impeccable reputation
combined with the new technologies from infoUSA will better serve
our combined customers and grow our business."

"This merger is a great opportunity for Direct Media to expand its
products and services and increase our value to our clients, while
retaining all our key people and enhancing our 40-year culture of
always being "the mailer's advocate," Larry May, President and CEO
of Direct Media stated.  "Our shareholders have voted unanimously
to take this exciting step forward, ensuring our strength and
growth in the years ahead."

The transaction is scheduled to close by Jan. 31, 2008.

                     About Direct Media Inc.

Headquartered in Greenwich, Connecticut, Direct Media Inc. is a
blue chip brand in the direct marketing industry.  For over 40
years, Direct Media provides list brokerage, list management,
analytics, database marketing and data processing services to a
list of Fortune 500 and other large companies.

                       About infoUSA Inc.

Based in Omaha, Nebraska, infoUSA, Inc. (NASDAQ: IUSA) --
http://www.infoUSA.com/-- is a provider of business and consumer
databases for sales leads & mailing lists, database marketing
services, data processing services and sales and marketing
solutions.  InfoUSA is the only company to own 12 proprietary
databases under one roof.  The infoUSA database powers the
directory services of the top Internet traffic-generating sites.
Nearly 4 million customers use infoUSA's products and services to
find new customers, grow their sales, and for other direct
marketing, telemarketing, customer analysis and credit reference
purposes.

                          *     *     *

Moody's Investor Service placed infoUSA Inc.'s bank loan debt
rating at 'Ba2' and probability of default rating at 'B1' in
September 2006.  The ratings still hold to date with a stable
outlook.


JACOBS FINANCIAL: Nov. 30 Balance Sheet Upside-Down by $9.0 Mil.
----------------------------------------------------------------
Jacobs Financial Group Inc.'s consolidated balance sheet at
Nov. 30, 2007, showed $5.6 million in total assets, $3.8 million
in total liabilities, and $10.8 million in total mandatorily
redeemable preferred stock, resulting in a $9.0 million total
stockholders' deficit.

The company reported a net loss of $315,402 on total revenues of
$208,339 for the second quarter ended Nov. 30, 2007, compared with
a net loss of $363,191 on total revenues of $191,447 in the
corresponding period ended Nov. 30, 2006.

The overall increase in revenues is attributable to the
acquisition of FSC and the surety business it has secured since
January 1, 2006.

General and administrative expenses for the three-month periods
ended Nov. 30, 2007, and 2006, were $341,846 and $413,322
respectively, representing a decrease of approximately $71,476.

Interest expense for the three-month period ended Nov. 30, 2007,
was $90,719 as compared with $27,418 for the corresponding period
ended Nov. 30, 2006.  The increase in interest expense is
primarily attributable to the additional borrowings under the
bridge-financing arrangement undertaken by the company beginning
in September 2007 to pay professional fees and expenses and
provide funds for on-going operations until a larger, more
permanent financing the company is contemplating is consummated.

Full-text copies of the company's consolidated financials
statements for the quarter ended Nov. 30, 2007, are available for
free at http://researcharchives.com/t/s?2752

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 17, 2007,
Pittsburgh, Pa.-based Malin, Bergquist & Company LLP expressed
substantial doubt about Jacobs Financial Group Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended May 31, 2007.
The auditing firm pointed to the company's significant net working
capital deficit and operating losses.

                      About Jacobs Financial

Headquartered in Charleston, West Va., Jacobs Financial Group Inc.
(OTC BB: JFGI.OB) through its subsidiaries, provides investment
advising, investment management, surety business, security
brokerage, and related services.  Subsidiaries include Jacobs &
Co., which provides investment advisory services; FS Investments,
a holding company organized to develop surety business through the
formation and acquisition of companies engaged in the issuance of
surety bonds, and FS Investment's wholly-owned subsidiary Triangle
Surety Agency, which places surety bonds with insurance companies.
Subsidiary Crystal Mountain Water holds mineral property in
Arkansas.


JP MORGAN: Stable Performance Cues Fitch to Affirm Ratings
----------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp. 2006-
CIBC17, commercial mortgage pass-through certificates are affirmed
by Fitch Ratings as:

  -- $62.1 million class A-1 at 'AAA';
  -- $105.8 million class A-3 at 'AAA';
  -- $1.2 billion class A-4 at 'AAA';
  -- $89.1 million class A-SB 'AAA';
  -- $287.3 million class A-1A at 'AAA';
  -- $253.7 million class A-M at 'AAA';
  -- $202.9 million class A-J at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $44.4 million class B at 'AA';
  -- $19.0 million class C at 'AA-';
  -- $34.9 million class D at 'A';
  -- $31.7 million class E at 'A-';
  -- $34.9 million class F at 'BBB+';
  -- $31.7 million class G at 'BBB';
  -- $31.7 million class H at 'BBB-';
  -- $9.5 million class J at 'BB+';
  -- $9.5 million class K at 'BB';
  -- $9.5 million class L at 'BB-';
  -- $3.2 million class M at 'B+';
  -- $6.3 million class N at 'B';
  -- $6.3 million class P at 'B-'.

The $31.7 million class NR is not rated by Fitch.

The rating affirmations reflect stable performance and limited
amortization since issuance.  As of the January 2008 distribution
date, the transaction has paid down 0.3% to $2.53 billion from
$2.54 billion at issuance.  The transaction remains diverse
geographically, with no state representing greater than 12.3% of
the pool.  There are currently no delinquent or specially serviced
loans.

Fitch reviewed the only shadow-rated loan in the pool, Centro
Heritage Portfolio (8.7%).  The Centro Heritage Portfolio is
secured by 14 retail centers located in 10 states throughout the
U.S. As of Sept. 30, 2007, the servicer reported debt service
coverage ratio for the portfolio was 2.23 times and occupancy
remained stable at 96.3%.  The loan is interest-only and matures
on Nov. 1, 2016.  The loan maintains its investment grade shadow
rating based on stable performance.


L. TERSIGNI: U.S. Trustee Names Hugh Ray as Examiner
----------------------------------------------------
The U.S. Justice Department's Office of the U.S. Trustee has named
Hugh M. Ray, a Partner with Andrews Kurth, as the Examiner to
investigate the billing practices and related conduct of L.
Tersigni Consulting.

The U.S. Trustee's office in New Haven, Connecticut, filed notice
of Mr. Ray's appointment in the case [Wednes]day.  The notice is
subject to approval by Judge Alan H.W. Schiff of the U.S.
Bankruptcy Court in Bridgeport, Connecticut.

L. Tersigni filed for bankruptcy protection in November and has
outlined plans to liquidate its assets.  Founded in 2001, the
Stamford, Connecticut-based company advised a number of asbestos
creditors in major bankruptcy cases, including W. R. Grace & Co.,
Federal Mogul Corp. and USG Corp.  Among the company's unsecured
creditors are more than a dozen other companies that filed for
bankruptcy protection in order to manage their asbestos-related
liabilities.

According to court documents filed in the case, Judge Schiff has
directed the inquiry to investigate "any fraud, dishonesty,
incompetence or gross mismanagement of the affairs" of L. Tersigni
by its management.  The company's founder, Loreto Tersigni, died
in May of 2007.  Employees of the firm had notified federal
authorities of possible billing discrepancies.

Mr. Ray co-chairs the national bankruptcy practice of Andrews
Kurth and has represented creditors, debtors, lenders and
bondholders in a number of major corporate bankruptcies.  He has
testified several times before Congress, including the House
Judiciary Committee and the Senate Judiciary Committee concerning
proposed amendments to the Federal Bankruptcy Code.  He formerly
chaired the American Bar Association's Business Bankruptcy
Committee and was a member of the Standing Committee on Judicial
Selection, Tenure and Compensation.  Mr. Ray also co-authored the
book, Bankruptcy Investing, now in its fourth edition.

For more than a century, Andrews Kurth has built its practice on
the belief that "straight talk is good business."  Real answers,
clear vision and mutual respect define the firm's relationships
with clients, colleagues, communities and employees.  With more
than 400 lawyers and offices in Austin, Beijing, Dallas, Houston,
London, Los Angeles, New York, The Woodlands and Washington, DC,
Andrews Kurth represents a wide array of clients in all areas of
business law.

Based in Stamford, Connecticut, L. Tersigni Consulting CPA, P.C.
was engaged in the business of accounting and financial advisor to
various constituencies in mattters relating to claims asserted
primarily in asbestos litigation and asbestos related bankruptcy
cases.  The company filed for chapter 11 protection on Nov. 14,
2007 (Bankr. D. Conn. Case No. 07-50702).  Carol A. Felicetta,
Esq., at Reid and Riege, P.C., represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case to date.  The Debtor's
schedules listed total assets of $2,229,659 and total debts of
$246,564.


LB-UBS: Fitch Affirms 'BB-' Rating on $5 Million Certificates
-------------------------------------------------------------
Fitch Ratings has affirmed LB-UBS's commercial mortgage pass-
through certificates, series 2004-C6, as:

  -- $45.8 million class A-1 at 'AAA';
  -- $184.8 million class A-1A at 'AAA';
  -- $222 million class A-2 at 'AAA';
  -- $109 million class A-3 at 'AAA';
  -- $60 million class A-4 at 'AAA';
  -- $54 million class A-5 at 'AAA';
  -- $470.1 million class A-6 at 'AAA';
  -- Interest-only class X-CL at 'AAA';
  -- Interest-only class X-CP at 'AAA';
  -- $13.5 million class B at 'AA+';
  -- $23.6 million class C at 'AA';
  -- $15.1 million class D at 'AA-';
  -- $13.5 million class E at 'A+';
  -- $15.1 million class F at 'A';
  -- $11.8 million class G at 'A-';
  -- $11.8 million class H at 'BBB+';
  -- $8.4 million class J at 'BBB';
  -- $16.8 million class K at 'BBB-';
  -- $1.7 million class L at 'BB+';
  -- $6.7 million class M at 'BB';
  -- $5 million class N at 'BB-'.

Fitch does not rate classes P, Q, S and T.

The rating affirmations reflect the stable performance and minimal
pay down to date.  As of the January 2008 distribution date, the
pool's collateral balance has paid down 2.8% to $1.31 billion from
$1.34 billion at issuance.  Three loans have defeased (8.7%) since
the last rating action.

Fitch maintains investment-grade shadow-ratings on seven loans in
the trust: Northshore Mall (15.9%), Westfield North Bridge
(10.4%), Two Penn Plaza (9%), 2000 Pennsylvania Avenue (4.7%),
Pacific Beach Hotel (2.5%), GWU Hotel Portfolio (0.8%) and 1030-
1048 Third Avenue (0.7%).  The 2000 Pennsylvania Avenue and
Pacific Beach Hotel loans have defeased since Fitch's last review.

The collateral for the Northshore Mall consists of 808,360 square
feet in a 1.7 million sf, anchored retail center located in
Peabody, Massachussetts.  Second quarter 2007 occupancy was 89.3%.
The loan has an anticipated repayment date of March 2014.

The Westfield North Bridge loan is a 682,418 sf regional mall in
Chicago, Illinois, which was built in 2000.  The whole loan is
split into three, pari-passu A-notes.  The A-1 and A-2 notes of
this loan have been contributed to this transaction.  Second
quarter 2007 occupancy was 96.6%.  The loan has a maturity date of
July 2009.

Two Penn Plaza is secured by a 1.5 million sf, class A office
property in New York, New York, which was built in 1968 and
renovated in 1991.  Third quarter 2007 occupancy was 95%.  The
loan has an ADR of February 2011.

The collateral for the George Washington University Hotel
Portfolio consists of two, cross-collateralized and cross-
defaulted, full-service hotels, located in Washington, DC: the
151-room One Washington Circle Hotel and the 95-room George
Washington University Inn.  Third quarter 2007 occupancy was
84.5%.  The loan has a maturity date of May 2014.


LB-UBS COMMERCIAL: Fitch Retains 'CCC' Rating on $8.9 Mil. Certs.
-----------------------------------------------------------------
Fitch Ratings has upgraded LB-UBS Commercial Mortgage, series
2002-C7, commercial mortgage pass-through certificates as:

  -- $19.3 million class H to 'AA+' from 'AA';
  -- $11.9 million class J to 'AA-' from 'A+';
  -- $11.9 million class K to 'A+' from 'A';
  -- $19.3 million class L to 'BBB+' from 'BBB';
  -- $7.4 million class M to 'BBB' from 'BBB-'.

In addition Fitch has affirmed these classes:

  -- $93.2 million class A-3 at 'AAA';
  -- $394.4 million class A-4 at 'AAA';
  -- $97.1 million class A-1B at 'AAA';
  -- Interest-Only classes X-CL and X-CP at 'AAA';
  -- $20.8 million class B at 'AAA';
  -- $17.8 million class C at 'AAA';
  -- $17.8 million class D at 'AAA';
  -- $14.8 million class E at 'AAA';
  -- $14.8 million class F at 'AAA';
  -- $14.8 million class G at 'AAA';
  -- $5.9 million class N at 'BB+';
  -- $8.9 million class P at 'BB-';
  -- $4.5 million class Q at 'B+';
  -- $3 million class S at 'B'.

The $8.9 million class T remains at 'CCC'.  Classes A-1 and A-2
have paid in full.  The $8.9 million class U is not rated by
Fitch.

The upgrades are due to scheduled amortization and stable
performance since the last rating action.  Twenty-eight loans
(27.3%) have defeased since issuance, including a loan that had an
investment-grade shadow rating at issuance - Westfield
Shoppingtown Independence (8.7%).  As of the January 2008
distribution date, the transaction has paid down by 33% to
$795.4 million from $1.19 billion at issuance.  No loans are
scheduled to mature in 2008.

There is one specially serviced loan (0.22%).  The loan is secured
by a shopping center in Wichita Falls, Texas.  It was transferred
to the special servicer after it matured in November 2007.  There
are no expected losses.

Fitch reviewed servicer-provided financial statements for the four
non-defeased shadow rated loans that currently comprise 29.1% of
the pool: The Capitol at Chelsea (13.2%), 205 East 42nd Street
(6.1%), 655 Third Avenue (5.2%), and 675 Third Avenue (4.7%).  All
are located in New York, New York.  The Capitol at Chelsea is
secured by a 39-story, 387-unit multifamily apartment building.

The property has exhibited positive performance since issuance.
The loan's June 2007 Fitch-adjusted debt-service coverage ratio on
net cash flow was 1.49 times, compared to 1.31x at issuance.
Fitch's adjusted NCF is calculated using a stressed debt service
based on the current loan balance and a hypothetical mortgage
constant.  Occupancy remains stable at 96% as of June 2007
compared to 98.2% at issuance.  The loan, which matures on
Jan. 11, 2033, maintains an investment grade shadow rating.

205 East 42nd Street is secured by a 494,668 square foot office
building that has exhibited stable to improved performance since
issuance.  Occupancy as of October 2007 was 95.8% compared to 96%
at issuance.  Fitch-adjusted DSCR on NCF as of Year End 2006 was
1.88x, compared to 1.70x at issuance.  The loan, which matures on
Dec. 11, 2033, maintains an investment grade shadow rating.

655 Third Avenue is secured by a 39,597 sf office building that
has exhibited a decline in performance since issuance.  Occupancy
as of October 2007 was 98.7% compared to 91.7% at issuance.
Fitch-adjusted DSCR on NCF as of Year End 2006 was 1.20x, compared
to 1.64x at issuance.  The property's operating expenses have
increased significantly since issuance, particularly Real Estate
Taxes and Insurance.  The loan, which matures on Dec. 11, 2033, no
longer maintains an investment grade shadow rating.

675 Third Avenue is secured by a 314,831 sf office building that
has exhibited improved performance since issuance.  Occupancy as
of October 2007 was 93.2% compared to 86.6% at issuance.  Fitch-
adjusted DSCR on NCF as of YE 06 was 1.92x, compared to 1.57x at
issuance.  The loan, which matures on Dec. 11, 2033, maintains an
investment grade shadow rating.


LEHMAN BROTHERS: Fitch Cuts Ratings on Three Cert. Classes to BB+
-----------------------------------------------------------------
Fitch Ratings upgrades these class of Lehman Brothers Inc.'s
commercial mortgage pass-through certificates, series 2006-CCL-C2:

  -- $20.4 million class H to 'AAA' from 'AA'.

In addition, Fitch downgrades and removes from Rating Watch
Negative these classes:

  -- $26.8 million class M to 'BB+' from 'BBB-';
  -- $1 million class ASH-1 to 'BB+' from 'BBB';
  -- $1.2 million class ASH-2 to 'BB+' from 'BBB-'.

Fitch affirms these classes:

  -- Interest-only class X at 'AAA';
  -- Interest-only class X-FLP at 'AAA';
  -- $21.2 million class J at 'A+';
  -- $20 million class K at 'BBB+';
  -- $18.9 million class L at 'BBB'.

Classes A-1, A-2, B, C, D, E, F and G have paid in full.

Fitch does not rate these classes: BRD, GRS, ZPH, PPL, MTH, PRM,
PKT-1, PKT-2, PKT-3, CGR, RGB-1, RGB-2, or RGB-3.

The upgrade of class H is due to 16.5% paydown since the last
rating action in November 2007.  The downgrade to class M is due
to the transfer of the Village Oaks loan (16.1%) to special
servicing and the likelihood of fees and potential expenses
associated with the transfer that could cause interest shortfalls.
The downgrades of classes AHS-1 and ASH-2 are due to the likely
accrual of special servicing fees on the Avalon at Seven Hills
loan (12.9%).

The Village Oaks loan is secured by a former multifamily property
located in Tampa, Florida, that is being converted to
condominiums.  There is an oversupply of condominium units in many
Florida metropolitan areas, and unit sales have occurred slower
than anticipated at issuance.  The loan transferred to special
servicing in December 2007 because the interest reserve was
depleted.

The Avalon at Seven Hills loan is secured by a former multifamily
property which is being converted to condominiums.  It is located
in Las Vegas, Nevada, which also has an oversupply of condominium
units.  The loan transferred to special servicing in November 2007
because the interest reserve was depleted.

As of the January 2008 remittance date, the transaction's
principal balance had decreased by 88% to $111.8 million from
$932.9 million at issuance.  Ten of the original 16 loans have
paid in full.

The remaining loans are 88 Greenwich (40.1%), Crossings at Otay
Ranch (16.1%) Village Oaks, Avalon at Seven Hills, and
Charlottesville Portfolio (7.6%), and Mandalay on the Hudson
(7.3%).  All of the remaining loans are secured by multifamily
rental properties that have been converted to condominiums.  Three
of the loans are past their initial maturity dates: 88 Greenwich
Street (matured on Jan. 9, 2008 with three 1-year extension
options), the Charlottesville Portfolio (matured on Sept. 16, 2007
with one 1-year extension option), and Mandalay on the Hudson
(matured Dec. 2, 2007 with three 1-year extension options).

In addition to the two specially serviced loans, there are two
additional Fitch loans of concern: the Crossings at Otay Ranch and
the Charlottesville Portfolio.  Unit sales at both of the
properties have been slower than anticipated at issuance.  Fitch
continues to carefully monitor the progress of unit sales.

The largest loan in the pool, 88 Greenwich Street, was secured at
issuance by a 457-unit building that was constructed as an office
building in 1929 and converted to rental apartments in 2002.  88
Greenwich Street's condominium conversion plan was approved in
October 2006, and its units are being marketed.  The trust loan
balance has paid down by 67.2% since issuance.


LEHMAN BROS: S&P Downgrades Rating on Class L Certs. to BB
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on five
classes of commercial mortgage pass-through certificates from
Lehman Bros.  Floating-Rate Commercial Mortgage Trust
2006-LLF C5.  Concurrently, S&P lowered its rating on class L from
the same series and affirmed its ratings on nine other classes.

The raised and affirmed ratings reflect increased credit
enhancement levels resulting from loan payoffs, as well as S&P's
analysis of the credit characteristics of the remaining loans in
the pool.  The downgrade of class L reflects the operating
performance of the Sheraton Keauhou Bay Resort & Spa.   As of
September 2007, the trailing-12-month performance of the property
had not met Standard & Poor's performance expectations.

As of Jan. 15, 2008, the trust collateral balance had paid down to
$991.9 million from $2.133 billion at issuance.  The trust
collateral consists of 14 floating-rate loans, including six whole
loans with mezzanine debt; six senior interests in loans in which
the junior interests support the raked certificate
classes not rated by Standard & Poor's (four of which have related
mezzanine debt held outside the trust); one pari passu interest in
a whole loan; and one senior interest in a loan for which the
junior interest and the related mezzanine debt are held outside
the trust.

The four largest assets in the pool constitute 71% of the
outstanding pool balance. Details of these loans are:

  -- The Walt Disney World Swan & Dolphin loan is the largest
     remaining loan in the pool, with a senior interest of
     $319.6 million and a whole-loan balance of $330.0 million.
     The whole loan consists of a $319.6 million A note, which
     supports the pooled certificate classes, and a
     $10.4 million B note, which supports the unrated raked
     certificate classes.  The loan is collateralized by the
     leasehold interest in two full-service resort hotels
     totaling 2,267 rooms in Lake Buena Vista, Florida.  As of
     September 2007, the trailing-12-month revenue per
     available room for the hotel was $147.76, which is
     comparable to Standard & Poor's expectation at issuance.
     The loan is scheduled to mature on Sept. 12, 2009, and has
     four 12-month extensions remaining.

  -- The second-largest remaining loan in the pool, 1515
     Broadway, has a trust balance of $212.5 million and a
     whole-loan balance of $425.0 million.  The interest-only
     loan is split into two pari passu notes.  The other note
     was included in the Wachovia Bank Commercial Mortgage
     Trust series 2006-Whale7 transaction.  The interest-only
     loan is secured by the fee interest in a 1.8 million-sq.-
     ft. office building in the Times Square section of
     Manhattan.  Viacom Inc. (BBB/Stable/A-2) occupies 84% of
     the net rentable area and pays an average rent of $39 per
     sq. ft.  As part of S&P's analysis of the loan, S&P
     considered the potential for Viacom to vacate the majority
     of its space when its leases begin to expire in July 2008.
     S&P analysis derived a value comparable to the level at
     issuance.  The loan is scheduled to mature on Nov. 9,
     2008, and has two 12-month extensions remaining.

  -- London NYC is the third-largest remaining loan in the
     pool, with a balance of $129.8 million.  In addition,
     there is a $55.2 million mezzanine loan secured by the
     equity interests of the borrower.  The loan is secured by
     the leasehold interest in a 564-room full-service hotel in
     Manhattan.  The property underwent a $63.6 million
     renovation program that was completed in December 2006,
     more than eight months earlier then expected at issuance.
     The borrower's 2007 projected RevPAR at the hotel was
     $337, which is comparable to Standard & Poor's expectation
     at issuance.  The loan is scheduled to mature on June 9,
     2008, and has three 12-month extensions remaining.

  -- Sheraton Keauhou Bay Resort & Spa is the fourth-largest
     remaining loan in the pool, with a balance of $56.0
     million.  In addition, there is a $26.0 million mezzanine
     loan that is secured by the equity interests of the
     borrower.  The interest-only loan is secured by the
     leasehold interest in a 521-room full-service hotel in
     Kailua-Kona, Hawaii.  The property was reopened in April
     2005 after undergoing a $70.0 million renovation.  As of
     September 2007, the trailing-12-month RevPAR for the hotel
     was $105.80, compared with $92.73 at issuance.   However,
     the trailing-12-month RevPAR at the property is
     approximately 25% lower than the peer group average and
     18% lower than Standard & Poor's expectations at issuance.
     S&P's recent analysis used current market valuations as
     well as expected performance improvements.  If the
     property's performance continues to lag S&P's
     expectations, additional rating actions may be necessary.
     The loan is scheduled to mature on Aug. 8, 2008, and has
     two 12-month extensions remaining.

Standard & Poor's analysis included a reevaluation of the
properties securing each loan in the pool.  The resulting
valuations support the raised, lowered, and affirmed ratings.

                          Ratings Raised

      Lehman Bros. Floating-Rate Commercial Mortgage Trust
                           2006-LLF C5
      Commercial mortgage pass-through certificates series
                           2006-LLF C5

                       Rating
                       ------

           Class    To       From    Credit enhancement
           -----    --       ----    ------------------

           B        AAA      AA+            34.13%
           C        AAA      AA             28.73%
           D        AA+      AA-            25.29%
           E        AA       AA-            20.71%
           F        AA-      A+             18.06%

                          Rating Lowered

      Lehman Bros. Floating-Rate Commercial Mortgage Trust
                           2006-LLF C5
      Commercial mortgage pass-through certificates series
                           2006-LLF C5

                      Rating
                      ------

           Class    To       From    Credit enhancement
           -----    --       ----    ------------------
           L        BB       BBB-          N/A

                         Ratings Affirmed

       Lehman Bros. Floating-Rate Commercial Mortgage Trust
                           2006-LLF C5
       Commercial mortgage pass-through certificates series
                           2006-LLF C5

             Class    Rating       Credit enhancement
             -----    ------       ------------------

             A-1      AAA                  79.12
             A-2      AAA                  40.02
             G        A                    13.53
             H        A-                    9.41
             J        BBB+                  9.04
             K        BBB                   5.74
             X-1      AAA                    N/A
             X-2      AAA                    N/A
             X-FLP    AAA                    N/A

                       N/A-Not applicable.


MALLAK REALTY: Case Summary & Three Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mallak Realty, L.L.C.
        129 Livingston Street
        Brooklyn, NY 11201

Bankruptcy Case No.: 08-40342

Chapter 11 Petition Date: January 22, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Jerome Feller

Debtor's Counsel: Khagendra Gharti-Chhetry, Esq.
                  363 7th Avenue, Suite 1500
                  New York, NY 10001
                  Tel: (212) 947-1079
                  Fax: (212) 947-1081

Total Assets: $4,400,000

Total Debts:  $2,660,000

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
David Suleiman                 loan                  $450,000

Ihab H. Tartir                 loan                  $450,000

Yousaf Abuhamdeh               loan                  $450,000


MEGA BRANDS: S&P Cuts Corporate Credit Rating to 'B' From 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Montreal-based MEGA Brands Inc. to 'B'
from 'B+'.  The ratings remain on CreditWatch with negative
implications, where they were placed Nov. 9, 2007.  The '3'
recovery rating on the bank loan is unchanged.

"The downgrade and CreditWatch listing reflect Standard & Poor's
concerns that earnings, credit measures, and financial flexibility
are weaker than expected due to challenges MEGA Brands faces,"
said Standard & Poor's credit analyst Lori Harris.  "The company's
financial flexibility is limited because of the possibility it
might not be in compliance with its financial covenants for the
fourth quarter 2007 or thereafter due to the material decline in
operating profit and cash flow," Ms. Harris added.

MEGA Brands' profitability has been negatively affected by
problems related to its Magnetix product, other litigation,
manufacturing inefficiencies, and higher costs for products
manufactured in China.  Excluding one-time charges, gross margin
for third-quarter 2007 declined to 38% from 45% for the same
period in 2006.  In addition, the softening economy could
negatively affect industry participants that have already faced
criticism because of product safety concerns.

For the past two years, the company has been involved in
litigation related to its Magnetix product, which resulted in
product recalls, replacement, and liability settlement expenses.
The charges related to the litigation have negatively affected its
debt levels and credit ratios in a material way.  In addition,
MEGA Brands is involved in litigation with the former shareholders
of Rose Art Industries Inc. concerning employment arbitration due
to the premature departure of the Rosen brothers, as well as
contingent payments related to MEGA Brands' 2005 acquisition of
the business.  An additional $51 million in accrued consideration
has yet to be paid because MEGA Brands is disputing this claim.

The ratings will remain on CreditWatch until MEGA Brands'
financial flexibility and covenant compliance concerns are
resolved.


MERRILL LYNCH: Fitch Cuts Rating on Class H Certs. to 'CCC/DR3'
---------------------------------------------------------------
Fitch Ratings lowered the Distressed Recovery rating of Merrill
Lynch Mortgage Investors, Inc.'s commercial mortgage pass-through
certificates, series 1997-C2 as:

  -- $12.0 million class H to 'CCC/DR3' from 'CCC/DR2'.

In addition, Fitch affirms these classes:

  -- Interest-only class IO at 'AAA';
  -- $1.8 million class D at 'AAA';
  -- $37.7 million class F at 'BBB+';
  -- $6.9 million class G at 'BB+';
  -- $700,033 class J at 'C/DR6'.

Classes A-1, A-2, B and C have been paid in full.  The
$12 million class E is not rated by Fitch.

Class H remains at 'CCC' and the DR rating is being lowered due to
increased loss expectations from the transaction's two specially
serviced assets.  The affirmations of the senior classes reflect
increased pay down and amortization, offsetting the increasing
concentrations and the adverse selection in the pool.  As of the
January 2008 distribution date, the pool's aggregate principal
balance has been reduced 89.6% to $71.1 million from
$686.3 million at issuance.

Five loans (16.9%) have been identified as Fitch loans of concern
due to declines in occupancy and performance, including two
specially serviced assets (5.4%).  The largest loan of concern
(4.6%) is secured by a retail property in Lima, Ohio and is
current.

Fitch projected losses on the two specially serviced assets are
expected to be absorbed by classes H and J.  The largest specially
serviced asset (2.8%) is a 58,705 square foot retail property in
Hickory, North Carolina and is greater than 60 days delinquent.

The second specially serviced asset (2.6%) is an office property
located in Dallas, Texas and is in foreclosure.  The loan
transferred to the special servicer in October 2007 due to
monetary default caused by a decline in occupancy.


MEZZ CAP: S&P Cuts Class E's Rating Due to Weak Credit Enhancement
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class E
from Mezz Cap Commercial Mortgage Trust 2004-C2 to 'BB+' from
'BBB-'.  At the same time, S&P affirmed five other classes from
the transaction.

The lowered rating reflects actual credit enhancement degradation
due to losses sustained by the trust as well as concerns regarding
increased risk of loss pertaining to various assets.  The affirmed
ratings reflect credit enhancement levels that provide adequate
support through various stress scenarios.

As of the Jan. 17, 2008, remittance report, there are two assets
in special servicing with a combined unpaid principal balance
totaling $631,372.  The two B notes are each less than $400,000.
Standard & Poor's expects the two B notes to sustain severe losses
upon their ultimate resolution.  Appraisal reduction amounts
totaling $2.6m are in effect on the related A notes.

The Portage Commerce Park portfolio loan ($381,372) is secured by
four industrial properties totaling 119,211 sq. ft. in Portage,
Michigan.  The loan was transferred to Centerline Capital Group,
the special servicer for the A note, due to payment default; the
loan is 90-plus-days delinquent.  An ARA of $1.6 million is in
effect on the related A note.

The Regency Apartments ($250,000) loan is secured by a 99-unit
apartment complex built in 1981 in Milwaukee, Wisconsin.  This
loan was transferred to LNR Partners Inc., the special servicer
for the A note, due to payment default.  The property is in
foreclosure.  An ARA of $934,193 is in effect on the related
A note.

The master servicer, Wachovia Bank N.A., reported a watchlist of
21 loans with an aggregate outstanding balance of $12.9 million
(26%) as of Jan. 11, 2008.  Ten office properties in various
suburban areas in the state of Washington secure the Prium Office
portfolio II ($2.1 million, 4%), which is the largest loan on the
watchlist and third-largest loan in the pool.  The loan appears on
the watchlist due to 81% occupancy and a DSC of 1.06x as of Dec.
31, 2006.  One of the buildings suffered low occupancy after the
largest tenant vacated at lease expiration in 2006.  The reported
occupancy increased to 89% during the month of December 2007.
Stonebriar Plaza is the fifth-largest loan exposure ($2 million,
4%) in the pool; an 182,147-sq.-ft. retail property in Frisco,
Texas, secures the loan.  The loan appears on the watchlist
because it reported a DSC of 0.85x for the nine months ended Sept.
30, 2006.   Occupancy for the same period was 96%.

Additionally, the composition of the servicer's watchlist may be
indicative of future credit issues.  Of the 21 loans
($12.9 million) on the watchlist, 12 ($4.7 million, 9%) have DSCs
below 1.0x.  Of those 12 loans, eight ($3.1 million, 6%) are
secured by multifamily properties, while the remaining four
($1.7 million, 3%) are secured by retail properties.
Additionally, nine ($2.7 million, 5%) of the 12 loans are secured
by properties in Texas.

As of the Jan. 17, 2008, remittance report, the collateral pool
consisted of 79 B notes with an aggregate trust balance of
$50.3 million, compared with 83 B notes totaling $52.4 million at
issuance.  The related senior A notes are not part of the trust's
collateral.  Excluding defeased loans ($2.6 million,
5%), the master servicer reported financial information for 100%
of the loans.  Eighty-nine percent of the servicer-provided
information was full-year 2006 data and 11% (one loan) was full-
year 2005 data.  Using this information, Standard & Poor's
calculated a weighted average DSC of 1.44x, up from 1.20x at
issuance.  The two assets ($631,372) in special servicing, as
referenced above, are the only delinquent assets in the pool.
ARAs totaling $2.6 million are outstanding on the related A notes
for the delinquent assets.  To date, the trust has experienced two
losses totaling $1.8 million (4%).  The losses include the recent
100% loss on the $1.7 million Parkwoods Apartments B note.

The top 10 exposures secured by real estate have an aggregate
outstanding balance of $19.5 million (37%) and a weighted average
DSC of 1.28x, up from 1.14x at issuance.  The current weighted
average DSC includes year-end 2005 figures for three loans
($5.5 million, 11%).  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the assets
underlying the top 10 exposures, and all of the properties were
characterized as "good."

The pool exhibits geographic concentration in Texas (23%) and
Washington (10%), and has property type concentration in retail
(30%), multifamily (30%), office (23%), and manufactured housing
(13%).

Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those on the watchlist and other
assets considered credit impaired. S&P assumed higher loss
severities than are typical for CMBS transactions due to the
deeply subordinated nature of the B notes.  The resultant credit
enhancement levels support the lowered and affirmed ratings.

                         Ratings Lowered

           Mezz Cap Commercial Mortgage Trust 2004-C2
         Commercial mortgage pass-through certificates

                    Rating
                    ------

          Class   To     From     Credit enhancement
          -----   --     ----     ------------------
          E       BB+    BBB-          17.34%


                        Ratings Affirmed

          Mezz Cap Commercial Mortgage Trust 2004-C2
        Commercial mortgage pass-through certificates

             Class   Rating   Credit enhancement
             -----   ------   ------------------

             A       AAA              31.91%
             B       AA               27.74%
             C       A                24.49%
             D       BBB              19.42%
             X       AAA               N/A

                      N/A Not Applicable


MORGAN STANLEY: Fitch Holds 'BB+' Rating on $2MM Class N-SDF Cert.
------------------------------------------------------------------
Fitch Ratings placed on Rating Watch Negative these classes of
Morgan Stanley Capital I Inc., series 2006-XLF, as:

  -- $27.8 million class M at 'BBB-';
  -- $9.2 million class N-RQK at 'BBB-'.

Fitch also affirmed these classes:

  -- $895,793 class C at 'AAA';
  -- $38 million class D at 'AAA';
  -- $69.5 million class E at 'AAA';
  -- $23.7 million class F at 'AAA';
  -- $23.7 million class G at 'AAA';
  -- $23.7 million class H at 'AA+';
  -- Interest-only class X-1 at 'AAA';
  -- Interest-only class X-2 at 'AAA';
  -- $23.3 million class J at 'A';
  -- $6.8 million class K at 'BBB+';
  -- $18.5 million class L at 'BBB';
  -- $11 million class N-LAF at 'A-';
  -- $2 million class N-SDF at 'BB+';
  -- $8 million class O-LAF at 'BBB-'.

Classes A-1, A-2, B, and the non-rated N-W40 have paid in full.

The placement of class M on Rating Watch Negative is due to
declining performance of the Holiday Inn - Columbus (8.6%) and
Laurel Mall (5.8%) loans since the last rating action.

The placement of Class N - RQK, a rake class collateralized by the
B-note of the Resort Quest at Kauai loan (15.1%), on RWN is due to
the property's declining performance since issuance due to a soft
Hawaiian hospitality market that shows no signs of improving.
Fitch will review the loan's performance once Year End 2007
financials are available.

As of the January 2008 remittance date, the transaction's
principal balance had decreased by 81.6% to $286 million from $1.6
billion at issuance.  Seven of the original fourteen loans have
paid in full.

The largest loan in the transaction is the $61 million (21.3%)
loan on the Lafayette Estates multifamily housing complex in The
Bronx, New York City.  The collateral consists of 1,872 rental
apartments that are undergoing conversion to individually-owned
co-operative units.  The interest-only loan's initial maturity
date was January 9, 2008.  The loan is within the first of six 6-
month extension options.

The second-largest loan in the transaction is the $53.3 million
(18.6%) loan secured by Infomart, a 1.2 million square foot office
/ telecom building located in Dallas, Texas.  The collateral's
performance has improved since issuance.  As of October 2007,
occupancy had increased to 89.7%, up from 73% at issuance.  The
Fitch-stressed debt service coverage ratio on the trust balance as
of September 30, 2007 was 1.63 times, compared to 1.35x at
issuance.  The Fitch DSCR is calculated using servicer provided
net operating income less required reserves divided by debt
service payments based on the current balance using a Fitch
stressed refinance constant.  The Informart loan matures on May 9,
2009.

The third-largest loan is the $50.5 million (17.7%) loan secured
by Market Post Tower, a 309,579 sf office / telecom building
located in San Jose, California.  Occupancy is stable - at
issuance, the building was 95.1% occupied.  As of August 2007,
occupancy was 96.2%.  However, the building's largest tenant's
lease expires in February 2008.  The Fitch-stressed DSCR on the
trust balance was 1.85x as of Sept. 30, 2007, compared to 1.41x at
issuance.  The loan's initial maturity date of November 9, 2007
has been extended by one year.


MOUNTAIN ADVENTURE: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mountain Adventure Property Investments, L.L.C.
        fka Colorado Oasis Investments, L.L.C.
        P.O. Box 416
        Hayden, CO 81639

Bankruptcy Case No.: 08-10744

Type of Business: The Debtor invests in real estate.

Chapter 11 Petition Date: January 23, 2008

Court: District of Colorado (Denver)

Debtor's Counsel: Douglas W. Jessop, Esq.
                  J. Brian Fletcher, Esq.
                  303 East 17th Avenue, Suite 930
                  Denver, CO 80203
                  Tel: (303) 860-7700
                  Fax: (303) 860-7233

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Elam Construction              $600,000
1848 East 1st Street
Craig, CO 81625

Booco Contracting              $330,000
40450 City Road 183
Hayden, CO 81639

P.B.R.                         $46,608
7 Upper Newport Plaza Drive
Newport Beach, CA 92660

Landmark Consultants           $22,094

Pendleton, Friedberg, Wilson   $20,692
& Hennesey

Wagner Rents                   $19,369

Andrews Davis Law Firm         $17,898

Canyon View, Inc.              $10,750

Acre Lane, L.L.C.              $9,012

Grand Junction Pipe & Supply   $4,089

Windemere                      $3,428
Northwest Data Services        $1,451

El Jimador Fencing Co.         $1,100

Huitt-Zollars                  $378

Intercall                      $378

The Hartford                   $82

Lincoln Loop                   $40

Qwest                          $31


MUSICLAND: Panel Wants Best Buy to Disgorge $145 Mil. in Payments
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Musicland Holding
Corp. and its debtor-affiliates' Chapter 11 cases asks the U.S.
Bankruptcy Court for the Southern District of New York to
recharacterize as an equity investment the funds Best Buy Co. Inc.
advanced to or on behalf of The Musicland Group Inc.  In addition,
the Committee also wants Best Buy to disgorge $145,385,892 in
payments that Musicland made.

The Committee alleges that Best Buy and certain officers and
directors of Musicland engineered a series of transactions
designed to disguise Best Buy's capital investment as debt in an
attempt to recover its investment.

The Committee relates that Best Buy acquired Musicland in
December 2000 in a strategic acquisition to exploit Musicland's
mall-based retail entertainment-related distribution channels,
which annually reached more than 300 million customers.  As part
of the acquisition, Best Buy filed disclosures with the United
States Security and Exchange Commission and made numerous public
statements that it had agreed to assume roughly $271,000,000 in
long term debt that Musicland had outstanding to various third-
parties.  Consistent with the statements, Best Buy actually
assumed the debt in December 2000, and proceeded to make
additional capital investments in Musicland thereafter through
the 2001 and 2002 calendar years, the Committee says.

According to the Committee, Best Buy's hope to receive a return
on its Musicland investment did not materialize.  Knowing full
well that its capital investment was not recoverable, Best Buy
and Musicland's own officers and directors engineered a series of
transactions designed to disguise Best Buy's capital investment
as debt.  To this end, Best Buy -- practically on the eve of its
sale of Musicland to Sun Capital Partners, Inc. -- caused
Musicland to execute several credit-type documents which
characterized Best Buy's capital investment as debt, and,
pursuant to which Musicland transferred more than $145,000,000 to
Best Buy -- purportedly in partial satisfaction of the debt.

The transfers, made while Musicland was insolvent, were
fraudulent or constituted illegal dividends, or, in the
alternative, unlawful payments to Best Buy, Mark T. Power, Esq.,
at Hahn & Hessen LLP, in New York, contends.

"Best Buy represented to the public that the manner in which it
caused the Third Party Debt to be retired represented an
assumption of the Third Party Debt by Best Buy," Mr. Power says.

As of March 31, 2003, the amount of net equity investments that
Best Buy had made in Musicland totaled $381,256,676, in addition
to Best Buy's $425,000,000 expenditure to purchase Musicland
Store Corporation's common stock, Mr. Power tells the Court.

The Committee relates that Best Buy, as lender, and Musicland, as
borrower, executed on March 31, 2003, a Revolving Credit Loan
Agreement, ostensibly to create a lending arrangement between
Best Buy and Musicland.  According to the Loan Agreement,
Musicland was indebted to Best Buy "on account of term loans or
inter-company advances made by [Best Buy] to finance [TMG's
and/or Musicland's] working capital needs in the amount of
$381,256,676."  In reality the $381,256,676 constituted capital
investment, not debt, Mr. Power argues.

In a further effort to create the illusion of a lending
relationship, on March 31, 2003, Musicland executed a Revolving
Note for $400,000,000 for the benefit of Best Buy.  Musicland
made payments to Best Buy to pay down amounts due under the Note.
On June 16, 2003, Musicland executed a Second Amended and
Restated Promissory Note for $30,000,000 for the benefit of Best
Buy.

Musicland was later sold to Sun Capital Partners, which formed
Musicland Holding Corp.

Pursuant to a Stock Purchase Agreement dated June 16, 2003, Best
Buy caused MSC to sell its 100% stock ownership interest in TMG
to MHC for $1.00.

Pursuant to a Note Purchase Agreement dated June 16, 2003, Best
Buy purportedly sold the Second Amended and Restated Note to MHC
for $1.00.

Musicland officers and directors named in the lawsuit are:

   1. Bradbury H. Anderson, Musicland Director, and Vice
      Chairman, Chief Executive Officer and Director of Best Buy;

   2. David P. Berg, Musicland Vice President, Secretary and
      General Counsel;

   3. Connie B. Fuhrman, Musicland Director and President;

   4. Kevin P. Freeland, Musicland President and Senior Vice
      President of Best Buy;

   5. Darren R. Jackson, MSC Senior Vice President of Finance and
      Treasurer/Executive Vice President -- Finance and Chief
      Financial Officer and Director of MSC; and Senior Vice
      President Finance, Treasurer and Chief Executive Officer of
      Best Buy;

   6. Rodger R. Krouse, Musicland Director and Vice President of
      TMG; and Co-Chief Executive Officer of Sun Capital Partners
      Inc.;

   7. Marc J. Leder, Musicland Director and Vice President, and
      Co-Chief Executive Officer of Sun;

   8. Allen U. Lenzmeier, Musicland Director, and Vice Chairman,
      President, Chief Operating Officer and Director of Best
      Buy; and

   9. James L. Muehlbauer, Musicland Vice President, Chief
      Financial Officer-General Counsel and Secretary/Treasurer.

The Committee says Musicland's officers and directors knew,
should have known, or were otherwise mistaken to the fact, that
Best Buy's contributions to Musicland were in the nature of
equity, not debt or were not recoverable under applicable insider
preference laws.  The Committee says the officers and directors
breached their fiduciary duties to Musicland by authorizing or
otherwise permitting Musicland to make the upstream transfers at
a time when it was insolvent.

                    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.

The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York confirmed the Debtors' Second
Amended Liquidation Plan on Jan. 18, 2007.  (Musicland Bankruptcy
News, Issue No. 45; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORDIC VALLEY: Moody's Reviews Ba1 Rating on $600 Million Notes
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of nine classes of
notes issued by Nordic Valley 2007-1 CDO, Ltd., and left on review
for possible further downgrade ratings of six of these classes of
notes.  The notes affected by this rating action are:

Class Description: $0 Class A-1 Senior Secured Funded Notes due
2047

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $600,000,000 Class A-1 Senior Secured Unfunded
Notes due 2047

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $31,500,000 Class A-X Senior Secured Notes Due
2047

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

Class Description: $100,000,000 Class A-2a Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $93,000,000 Class A-2b Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $50,000,000 Class B Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $66,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2047

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

Class Description: $30,000,000 Class D Secured Floating Rate
Deferrable Notes Due 2047

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

Class Description: $18,000,000 Class E Secured Floating Rate
Deferrable Notes Due 2047

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence as reported by
the Trustee on Dec. 18, 2007 of an event of default caused by a
failure of the Senior Overcollateralization Percentage to be
greater than or equal to the required amount pursuant Section
5.1(h) of the Indenture dated Aug. 2, 2007.

Nordic Valley 2007-1 CDO, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities.

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

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

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


NY RACING: Plan Confirmation Hearing Deferred to February 7
-----------------------------------------------------------
A hearing to consider confirmation of New York Racing Association
Inc.'s Third Amended Chapter 11 Plan of Reorganization has been
moved from Jan. 14, 2008 to Feb. 7, 2008, Bill Rochelle of
Bloomberg News reports.

As reported in the Troubled Company Reporter on Dec. 3, 2007, the
Honorable James M. Peck the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtor's Third Amended
Disclosure Statement describing its Plan of Reorganization.

The confirmation hearing, Mr. Rochelle relates, has been further
extended due to ongoing talks in the Legislature relating to a
settlement between Gov. Eliot Spitzer and the Debtor in September
2007.

As previously reported in the TCR, Gov. Spitzer was considering on
having the Debtor retain the state's thoroughbred horse racing
franchise.  The governor proposed to let the Debtor retain the
rights to operating the Belmont, Saratoga and Aqueduct racetracks
but agree to a revamp in the company's structure and management.
However, operation for the video lottery terminals at Aqueduct
would be given to a different party.  Mr. Spitzer's proposal will,
however, still need the approval of the Legislature.

Further, Mr. Spitzer's also proposed that the state contribute
$75 million to assist NYRA in paying its creditors as well as
cancel NYRA's debt to the state.  According to Mr. Spitzer, this
would eventually be recouped from the revenue of the lottery-
terminal franchise.

However, Senate majority leader, Joseph L. Bruno blasted Mr.
Spitzer for ignoring a committee recommendation awarding the
franchise to Excelsior Racing Associates.  Capital Play and Empire
Racing Associates, who were also interested in the franchise,
would ask the Legislature to set aside the recommendation of Mr.
Spitzer.

                    Operating License Extended

According to media reports citing state officials, NYRA's license
to operate, which ended Dec. 31, 2007, was further extended
through Feb. 13, 2008.  The first extension expired Wednesday.

A second extension, papers say, was required because of the
continued discussions between Legislature and the governor on a
long-term deal for the NYRA.

                        About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


OAKWOOD PROJECT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Oakwood Project, Inc.
        300 N.W. 12 Avenue
        Miami, FL 33128
        Tel: (305) 326-7925

Bankruptcy Case No.: 08-10763

Chapter 11 Petition Date: January 23, 2008

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtors' Counsel: Jonathan C. Vair, Esq.
                  Stearns Weaver Miller et. al.
                  150 West Flagler, Suite #2200
                  Miami, FL 33130
                  Tel: (305) 789-3520
                  Fax: (305) 789-3395
                  http://www.swmwas.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Creative Companies             trade debt            $7,110
P.O. Box 1147
Jonesboro, GA 30237

Millers Lawn Maintenance       service               $3,850
2450 Jasmine Avenue
Middleburg, FL 32068

JEA                            utility debt          $3,719
P.O. Box 45047
Jacksonville, FL 32231

Southland Waste System         utility debt          $2,714

Hydra Dry Inc.                 trade debt            $2,572

Bell South                                           $1,338

Wilmar Industries Inc.                               $1,251

Answer Tech Services                                 $1,187

Affordable Plumbing            trade debt            $972
Company Inc.

Mr. Rooter                                           $972

Ikon Financial Services        trade debt            $947

Sawyer Gas                                           $880

United Laboratories Inc.                             $632

Smith, Ortiz, Gomez & Buzzi    fees                  $620
P.A.

All Florida Exterminating      trade debt            $600

AT&T                                                 $255

Equifax Credit Information     trade debt            $468
Services

Barbara Ann Drumm                                    $423

First Coast Apartment                                $410
Association

Certified Securities           trade debt            $354


PANTHER/DCP: In Chapter 11; Gets $30 Million Financing Commitment
-----------------------------------------------------------------
Panther/D.C.P. Intermediate Holdings, LLC and four of its
affiliates filed for Chapter 11 bankruptcy protection with the
U.S. Bankruptcy Court for the Southern District of New York,
BankruptcyData.com reports.

Current lenders of the Debtors will provide the outsourcing
companies with debtor-in-possession financing for $30 million, and
have agreed to further support the Debtors with financing after
their emergence from bankruptcy, says BankruptcyData.com.

"We are very pleased to have already achieved this significant
progress on our restructuring and to have the financial support of
a group of our existing lenders during and after the
reorganization process.  This demonstrates their belief, shared by
the company, in the value of PRC," BankruptcyData.com quotes
Philip Goodeve, the Debtors' CEO, as saying.

                        About Panther/DCP

Based in New York City, Panther/D.C.P. Intermediate Holdings, LLC
-- http://www.accdir.com/--  provides outsourced services in both
the "Customer Care" and the "Sales & Marketing" segments of the
business process outsourcing industry.  It operates through two
business divisions: Business-to-Consumer and Business-to-Business.
The B2C division manages customer interactions on behalf of the
company's 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 Debtor provides critical information to each
client's sales teams, such as identifying highly probable and
valuable sales leads.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10238).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dub‚, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.


PATRIOT HEALTH: Court Enters Order of Liquidation
-------------------------------------------------
Insurance Commissioner Roger Sevigny on the New Hampshire
Insurance Department 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.

During the rehabilitation, MVP Health Plans of New Hampshire
assumed all of Patriot's outstanding insurance policies effective
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 last Jan. 18,
2008.

Persons with a claim under a Patriot policy incurred prior to
Jan. 1, 2008 or with a non-policy claim 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 prior to Jan. 1, 2008 will not
need to file a separate Proof of Claim unless the claim is not
submitted by July 18, 2008.  The Commissioner has indicated that
pre-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 still be directed to the contact number
appearing on Patriot membership cards.

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 will need to file a Proof of Claim with the Liquidator in
order to preserve their claim.  These claims would include, for
example, earned commissions and goods and services provided by
vendors and trade creditors prior to 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.

Located in Manchester, New Hampshire, Patriot Healthcare Insurance
Company, Inc. -- http://www.patriothealthcare.com/-- offers
health insurance plans.


PBG AIRCRAFT: Note Redemption Prompts S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' rating on
PBG Aircraft Trust's Class A notes and its 'B' rating on the Class
B notes.  The rating action follows redemption of the notes in
connection with the acquisition of PBG Aircraft Trust's assets by
an aircraft leasing company.

PBG Aircraft Trust is a special-purpose entity formed in 1998 that
originally owned 14 aircraft leased to U.S. airlines.


PETROZUATA FINANCE: S&P Holds "B" Ratings on Two Bonds
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' rating on
Petrozuata Finance Inc.'s $287.2 million bonds due 2009,
$625 million bonds due 2017, and $75 million bonds due 2022.  S&P
also removed the ratings from CreditWatch with negative
implications, where S&P placed them on June 27, 2007.  The ratings
are now on CreditWatch with positive implications. Petrolera
Zuata, Petrozuata C.A. guarantees Petrozuata Finance's bonds.
Petrozuata is a heavy oil production and upgrading project in the
Bolivarian Republic of Venezuela
(BB-/Stable/B) and is wholly owned by Petroleos de Venezuela S.A.
(PDVSA; BB-/Stable/--).

"The CreditWatch positive placement reflects the potential for
bondholders to be fully repaid under a PDVSA tender, consistent
with the Cerro Negro Finance Ltd. and Ameriven (Hamaca) projects,
or to bear a lower risk of default if the existing lending
arrangements continue," noted Standard & Poor's credit analyst
Terry A. Pratt.  The arrangements could continue if tax
issues are resolved and the current operations remain on track.
If PDVSA tenders successfully for the debt, S&P will withdraw  its
ratings.

"If the existing lending arrangements remain, we could upgrade the
project ratings following detailed analysis of expected future
operational and financial performance," he continued.


QUANTUM ENERGY: Nov. 30 Balance Sheet Upside-Down by $1.6 Million
-----------------------------------------------------------------
Quantum Energy Inc.'s consolidated balance sheet at Nov. 30, 2007,
showed $1.0 million in total assets and $2.6 million in total
liabilities, resulting in a $1.6 million total stockholders'
deficit.

At Nov. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $100,076 in total current assets
available to pay $2.2 million in total current liabilities.

The company reported a net loss of $72,572 on net oil and gas
revenue of $9,952 for the third quarter ended Nov. 30, 2007,
compared with a net loss of $480,066 on net oil and gas of $18,603
in the same period ended Nov. 30, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2007, are available for
free at http://researcharchives.com/t/s?2751

                      Going Concern Doubt

Killman, Murrell & Company P.C. expressed substantial doubt about
Quantum Energy Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Feb. 28, 2007.  The auditing firm pointed to the
company's operating losses.

                      About Quantum Energy

Headquartered in Vancouver, Canada, Quantum Energy Inc. (OTC BB:
QEGY.OB) -- http://http://www.quantumenergyinc.net/-- is an oil
and gas exploration company.  The company intends to acquire
interests in the properties and working interests in the
production owned by established oil and gas production companies,
whether public or private, in United States oil producing areas.
Presently the company has working interests in wells in the
Barnett Shale properties located in Cooke County, Texas.


QUEBECOR WORLD: Selects Arnold & Porter as Bankruptcy Counsel
-------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to hire Arnold & Porter as their counsel, nunc pro tunc
to Jan. 21, 2008.

The Debtors relate that Arnold & Porter has provided a wide range
of legal representation and counseling for many years to the
Debtors and certain of their non-debtor affiliates.

In addition, the Debtors say that before the bankruptcy filing,
the Debtors sought the services of the firm with respect to, among
other things, advice regarding restructuring matters in general
and preparation for the potential commencement and prosecution of
Chapter 11 cases for the Debtors.  As any successful restructuring
of the Debtors' finances and operations is inextricably linked to
the restructuring of the Debtors' non-debtor affiliates, the
Debtors requested the firm to work closely with Quebecor World
Inc.'s Canadian restructuring counsel for appropriate court
supervised restructuring processes in Canada and the United
States.

During the Chapter 11 cases, Arnold & Porter will:

    -- advise the Debtors with respect to their powers and duties
       as Debtors and debtors-in-possession in the continued
       management and operation of their businesses and
       properties;

    -- advise and consult on the conduct of the Chapter 11 cases,
       including all of the legal and administrative requirements
       of operating in Chapter 11;

    -- attend meetings and negotiate with representatives of
       creditors and of the Debtors' employees and other parties-
       in-interest;

    -- advise the Debtors in connection with any contemplated
       sales of assets, business combinations, or investment
       transactions.

    -- advise the Debtors in connection with postpetition
       financing and cash collateral arrangements and negotiating
       and drafting documents, relating thereto, among other
       things;

    -- advise the Debtors on matters relating to the evaluation
       of the assumption, rejection or assignment of unexpired
       leases and executory contracts;

    -- provide advice to the Debtors with respect to legal issues
       arising in or relating to the Debtors' ordinary course of
       business.

    -- take necessary action to protect and preserve the Debtors'
       estates, including the prosecution of actions and
       proceedings on their behalf, the defense of any actions
       and proceedings commenced against the estates, and
       negotiations concerning all litigations;

    -- develop and implement protocols for the coordination of
       the Chapter 11 cases with restructuring cases filed on
       behalf of the Debtors and non-debtor affiliates in
       Canada;

    -- prepare on behalf of the Debtors motions, applications,
       answers, orders, reports and papers necessary to the
       administration of the estates;

    -- negotiate and prepare, on the Debtors' behalf, plans of
       reorganization, disclosure statements and all related
       agreements or documents and take any necessary action on
       behalf of the debtors to obtain confirmation of those
       plans;

    -- attend meetings with third parties and participate in
       negotiations;

    -- appear before the Court, other courts, and the U.S.
       Trustee; and protect the interests of the Debtors' estates
       before those courts and the U.S. Trustee;

    -- meet and coordinate with other counsel and other
       professionals retained on behalf of the Debtors and
       approved by the Court; and

    -- perform all other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with the Chapter 11 cases and related matters.

The firm will bill the Debtors for its services at its usual
hourly rates.  Presently, Arnold & Porter's hourly rates range
from $550 to $825 for partners, and $300 to $560 for associates.
The firm will also seek reimbursement for out-of-pocket expenses
incurred in its representation of the Debtors.

The Debtors and certain non-debtor affiliates have made certain
payments to Arnold & Porter within the 90-day period prior the
bankruptcy filing for services rendered by the firm and as
retainer.

As of the bankruptcy filing, the firm held a retainer of $939,053.
The firm will apply the retainer to pay its fees and
disbursements as allowed by the Court

Michael J. Canning, Esq., at Arnold & Porter says he and the firm
are "disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code and does not hold or represent any
interest adverse to the Debtors' estates.

The firm can be reached at:

             Michael J. Canning, Esq.
             Arnold & Porter LLP
             399 Park Avenue
             New York, NY 10022-4690
             Tel: (212) 715-1110
             Fax: (212) 715-1399
             http://www.arnoldporter.com/

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


QUEBECOR WORLD: To Use $750MM DIP Fund to Buy $416MM Receivables
----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to immediately obtain up to an aggregate of
$750,000,000 revolving loans and letters of credit under a
debtor-in-possession facility to allow them to purchase
Receivables Portfolio worth $416,800,000.

As reported in the Troubled Company Reporter yesterday, the
Debtors formally sought the Bankruptcy Court's authority to enter
into a $1,000,000,000 senior secured superpriority DIP credit
agreement from a syndicate of lenders led by Credit Suisse
Securities (USA), LLC, as administrative and collateral agent,
and Morgan Stanley Senior Funding Inc.

Receivables Portfolio refers to certain accounts receivable and
other related rights sold, assigned and initially transferred by
the Debtors to one of its non-debtor affiliate, Quebecor World
Finance Inc., who, in turn, sold those account receivables to
third parties.

As previously reported, the $1,000,000,000 DIP Facility comprises
of a $600,000,000 term loan and a $400,000,000 revolving credit
facility.  The Revolving Credit Facility also includes a
$100,000,000 letter of credit subfacility and a $25,000,000 swing
line subfacility.

Aside from purchasing the Receivables Portfolio, the remaining
proceeds of the DIP Facility will be used to provide the Debtors
financing for working capital, letters of credit, capital
expenditures and other general corporate purposes, the Debtors'
proposed counsel Michael J. Canning, Esq., at Arnold & Porter
LLP, in New York, says.

The DIP Facility's Borrowing Base will mean at any time of
determination the sum of:

   (a) up to 85% of eligible US and Canadian trade accounts
       receivable of the Debtors, other than accounts receivable
       subject to a lien in favor of the lenders under the
       existing Credit Agreements with the Royal Bank of Canada
       and the Societe Generale (Canada); and

   (b) the lesser of (x) up to 85% of the Orderly Liquidation
       Value Percentage of eligible US inventory of the Debtors,
       other than inventory subject to a lien in favor of the
       lenders under the Existing Credit Agreements, and (y) up
       to 65% of eligible US inventory of the Debtors, minus (z)
       reserves to be reasonably determined by Credit Suisse.

The DIP Facilities, the Guarantees and any Hedging Arrangements
will be secured by substantially all the assets of the Debtors,
except any proceeds of Avoidance Actions.  Security granted to
the Lenders will include:

   -- a perfected first-priority pledge of all the equity
      interests of Quebec World (USA), Inc.;

   -- a perfected first priority pledge of all the equity
      interests held by Quebec World, Inc., QWUSA or any other
      Guarantor; and

   -- a perfected first-priority security interests in, and
      mortgages on, substantially all assets of QWI, QWUSA and
      each Guarantor.

The Collateral will not include accounts receivable of European
Guarantors, which are subject to existing factoring arrangements
or factoring arrangements that are otherwise acceptable to the
DIP Agent up to an amount to be agreed.  The DIP Agents' liens on
the Collateral will be junior to:

   -- all valid liens presently held securing indebtedness
      pursuant to the Amended and Restated Credit Agreement among
      QWI, QWUSA, the lenders, Royal Bank of Canada, as
      administrative agent, and RBC Capital Markets, as arranger;

   -- all valid liens presently held securing indebtedness
      pursuant to that certain Credit Agreement, among QWI, QWUSA
      and Societe Generale (Canada), as lender;

   -- capitalized leases, purchase money security interests or
      mechanics' liens in existence at the bankruptcy filing or
      perfected subsequent to the bankruptcy filing;

   -- other limited liens to be agreed on; and

   -- the Carve-Out for the payment of allowed fees and
      disbursements of professionals hired by the Debtors and a
      statutory committee of unsecured creditors.

The superpriority perfected security interests in the assets of
QWI in its insolvency proceedings under the Canadian Companies'
Creditors Arrangement Act will be subject and subordinate to an
administration charge.

Loans under the Term Facility will be prepaid with 100% of the
net cash proceeds of all asset sales or other dispositions of
property by the Debtors; 100% of the net cash proceeds of
issuances, offerings or placements of debt obligations of the
Debtors; and 100% of Extraordinary Receipts.

Mandatory prepayments under the Revolving Credit Facility will be
required if the DIP Revolving Credit Facility Usage exceeds the
then effective commitments under the Revolving Credit Facility or
the DIP Revolving Credit Facility Usage exceeds Availability.

Voluntary prepayments of the borrowings under the Revolving
Credit Facility will be permitted at any time without premium or
penalty, subject to payment of customary breakage costs in the
case of a prepayment of an adjusted LIBOR borrowing other than on
the last day of the relevant interest period.

Mr. Canning asserts that approval of the DIP Facility will enable
the Debtors to maintain the confidence of their vendors,
customers and employees.  Absent approval of the DIP Facility,
the Debtors will run out of cash before the end of January 2008,
resulting in severe disruptions to their business, he further
asserts.

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


QUEBECOR WORLD: Wants Access to RBC's & Soc Gen's Cash Collateral
-----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to use certain collateral pledged to the prepetition
secured lenders.  The prepetition secured lenders are group
lenders led by Royal Bank of Canada and another group of lenders
led by Societe Generale (Canada).

The Debtors tell the Court that they do not have sufficient
liquidity to pay obligations that either are currently due or are
expected to become due in early 2008, proposed counsel Michael J.
Canning, Esq., at Arnold & Porter, LLP, in New York, relates.  RBC
Lenders have indicated that it will not provide any further
advances from a $750,000,000 prepetition credit agreement because
the Debtors have not satisfied conditions and refinancing
milestones set by the RBC Lenders.

Mr. Canning adds that suppliers are demanding cash terms and
customers are threatening to cease doing business with the
Debtors unless they are provided with letters of credit or
similar accommodations.  Hence, the Debtors need infusion
of additional cash.

                $750 Million RBC Credit Facility

The RBC Lenders committed to provide a $750,000,000 revolving
credit facility, which was secured up to a maximum of
$135,000,000 by:

   (a) unlimited guaranties from certain Debtors;

   (b) a pledge of the shares of Debtor QW Memphis Corp. by the
       Debtors Quebecor World (USA) Inc., the Webb Company, and
       Quebecor World Memphis, LLC;

   (c) a pledge of the shares of QWUSA by Debtor Quebecor
       Printing Holding Company;

   (d) security on all personal and real property of QW Memphis,
       excluding accounts receivable subject to the Existing
       Receivables Facility and certain real estate located in
       Covington, Tennessee; and

   (d) security on all inventory of QWI located in Canada.

As of Jan. 18, 2008, the aggregate amount of indebtedness
outstanding under the RBC Credit Agreement was approximately
$735,000,000.

             CAD$136 Million Soc Gen Credit Agreement

A Soc Gen Credit Agreement, on the other hand, provides for an
equipment financing credit facility in the aggregate amount of
the CAD$136,165,415, expiring on July 1, 2015.  The amounts due
under the Soc Gen Credit Agreement are guaranteed and secured on
a pari passu basis up to $35,000,000 by the same collateral as
the credit facilities under the RBC Credit Agreement.  As of
Jan. 11, 2008, the aggregate amount outstanding under the Soc
Gen Credit Agreement was approximately $155,000,000.

To protect the interest of the Prepetition Secured Lenders in the
QW Memphis Collateral, for any diminution in value from the use
of the QW Memphis Collateral, and for the imposition of the
automatic stay, the Debtors will release any liens of the
Prepetition Secured Lenders in QW Memphis' accounts immediately
on the entry of an interim cash collateral order.

             Establishment of Cash Collateral Account

The Debtors will establish a cash collateral account with a
certain bank.  Certain security interests and liens will be
granted:

   (a) to the Prepetition Secured Lenders, a valid, binding,
       continuing, enforceable, fully perfected first priority
       senior security interest in and lien on the Memphis Cash
       Collateral Account, securing any Prepetition Secured
       Indebtedness that is secured by valid, perfected non
       avoidable and enforceable liens in existence as of the
       bankruptcy filing; provided that the security interest
       granted will be included in the cap on the Prepetition
       Secured Indebtedness provided for in the Prepetition
       Security Agreements; and

   (b) to Credit Suisse Securities (USA), LLC, as the DIP
       Facility's Administrative Agent, a valid, binding,
       continuing, enforceable, fully perfected security interest
       in and lien on the Memphis Cash Collateral Account
       immediately junior to the Prepetition Secured Lenders'
       Lien.

The Debtors will deposit in the Memphis Cash Collateral Account
an amount equal to the bankruptcy filing value of the QW Memphis
Inventory divided by 46 each day until the date on which the
balance on deposit in the Memphis Cash Collateral Account is
equal to the QW Memphis bankruptcy filing inventory amount.  As of
Jan. 22, 2008, the Debtors have not disclosed the approximate
bankruptcy filing value of the Memphis Inventory.

On the Memphis Inventory Release Date, the Debtors will release
any Liens of the prepetition secured lenders in the QW Memphis
Bankruptcy Filing Inventory.

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


RADNET INC: To Increase Existing Credit Facilities by $110 Mil.
---------------------------------------------------------------
RadNet Inc. disclosed that GE Healthcare Financial Services has
agreed to arrange for RadNet an addition to its existing credit
facilities of up to $110 million.

The incremental facility will consist of $60 million as part of
its second lien term loan and $50 million, which will be available
for RadNet to draw-down in the future, of either additional term
loans or additional capacity under its current revolving line of
credit.

The additions to RadNet's existing credit facilities are intended
to provide liquidity and working capital for near-term
opportunities and future expansion.

"The incremental facility will provide us additional liquidity to
capitalize on opportunities we believe lie ahead," Howard Berger,
M.D., RadNet's chief executive officer, stated.  "Our industry is
a consolidating one, and we see opportunities to expand and
acquire.  The incremental facility will provide us with the means
and financial flexibility to achieve our near-term growth
initiatives."

The financing is intended to be concluded in February 2008.

                        About RadNet Inc.

Headquartered in Los Angeles, California, RadNet Inc.
(NASDAQ:RDNT) -- http://www.radnet.com/-- fka Primedex Health
Systems Inc. provides diagnostic imaging services in the state of
California.  Imaging services include magnetic resonance imaging,
computed tomography, positron emission tomography, nuclear
medicine, mammography, ultrasound, diagnostic radiology, and
fluoroscopy. Its operations comprise a single segment.  The
company has a network of 143 fully-owned and operated outpatient
imaging centers.  RadNet's core markets include California,
Maryland, New York and Florida.  At December 31, 2006, together
with affiliated radiologists, and inclusive of full-time and per
diem employees and technicians, RadNet had a total of 3,937
employees.

At Sept. 30, 2007, the company's balance sheet showed total assets
$433.97 million, total liabilities of $488.04 million, resulting
to a total stockholders' deficit of $54.07 million.

                         *     *     *

Standard & Poor's placed Radnet Inc.'s long term foreign and local
issuer credit rating at 'B' in November 2005.  The ratings still
hold to date with a stable outlook.


RADNET MANAGEMENT: Moody's Retains B2 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of RadNet Management, Inc., a subsidiary of RadNet, Inc.   Moody's
also affirmed the ratings on the existing first and second lien
credit facilities and the Speculative Grade Liquidity Rating of
SGL-2, reflecting Moody's belief that the company should have good
liquidity over the next twelve months.   The ratings outlook is
stable.

Moody's ratings action is in conjunction with the company's
proposed amendments to its credit agreements to increase the
second lien commitment by up to $60 million.  It is Moody's
understanding that the proceeds will be used to fund acquisitions
and for general corporate purposes.  Moody's understands that the
proposed amendments will also include provisions to increase
flexibility on financial covenants and other restrictions in the
current credit agreement as well as to increase the applicable
interest rates.

The affirmation of the B2 Corporate Family Rating continues to
reflect RadNet's favorable operating results and stable credit
metrics.  RadNet has emerged as one of the largest operators in
the diagnostic imaging industry, following the reduction of
Medicare reimbursement resulting from provisions in the Deficit
Reduction Act, effective Jan. 1, 2007.  The company's geographic
concentration in select markets allows it to more effectively
leverage its capital investments and provides increased clout in
pricing negotiations.  As a result, RadNet has adopted a strategy
of consolidating small, regional operators within its core markets
who have been more negatively impacted by the DRA cuts.

The ratings are constrained by the potential for continued
regulatory and reimbursement scrutiny on the sector and risks
associated with RadNet's aggressive acquisition strategy.  In
addition, the company's financial leverage and the capital
intensive nature of the industry result in modest interest
coverage and free cash flow.  Further, while the RadNet's
geographic concentration in certain markets benefits the company's
operations in several ways, it also leaves the company vulnerable
to event risk in those particular markets.

Ratings Affirmed/ LGD Assessments Revised:

* $55 million senior secured first lien revolving credit
   facility due 2011; to Ba3 (LGD2, 26%) from Ba3, (LGD2, 29%)

* $248.9 million senior secured first lien term loan B due
   2012: to Ba3 (LGD2, 26%) from Ba3, (LGD2, 29%)

* $195 million senior secured second lien term loan due 2013:
   to Caa1 (LGD5, 78%) from Caa1 (LGD5, 80%)

* Corporate Family Rating, B2

* Speculative Grade Liquidity Rating, SGL-2

* Probability of Default rating, B2

The ratings outlook is stable.

RadNet provides diagnostic imaging services through a network of
142 fixed-site, free-standing outpatient imaging centers (154
after completion of the Papastavros acquisition), consisting of
117 multi-modality and 37 single-modality facilities, primarily in
the states of California, Maryland and New York.  For the twelve
months ended Sept. 30, 2007, the company recognized revenue of
approximately $380 million.


RIDGEWAY COURT: Moody's Junks Rating on $126 Mil. Notes From A3
---------------------------------------------------------------
Moody's Investors Service downgraded ratings of ten classes of
notes issued by Ridgeway Court Funding II, Ltd., and left on
review for possible further downgrade ratings of six of these
classes of notes.  The notes affected by this rating action are:

Class Description: Up to $840,000,000 Class A1A Floating Rate
Notes Due June 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $660,000,000 Class A1B Floating Rate Notes Due
June 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $450,000,000 Class A1C Floating Rate Notes Due
June 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $300,000,000 Class A1X Floating Rate Notes Due
June 2047

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

Class Description: $225,000,000 Class A2 Floating Rate Notes Due
June 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade
deteriorate
Class Description: $225,000,000 Class A3 Floating Rate Notes Due
June 2047

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

Class Description: $126,000,000 Class A4 Floating Rate Notes Due
June 2047

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

Class Description: $80,000,000 Class A5 Floating Rate Notes Due
June 2047

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

Class Description: $35,000,000 Class B Deferrable Floating Rate
Notes Due June 2047

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

Class Description: $33,000,000 Class C Deferrable Floating Rate
Notes Due June 2047

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on
Jan. 10, 2008, as reported by the Trustee, of an event of default
caused by the Principal Coverage Ratio relating to the Class A
Notes falling below 97.5% pursuant Section 5.1(d) of the Indenture
dated June 27, 2007.

Ridgeway Court Funding II, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of RMBS securities and
CDO securities.

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

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

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
the Class A1A Notes, Class A1B Notes, Class A1C Notes, Class A1X,
Notes, Class A2 Notes and to the Class A3 Notes remain on review
for possible further action.


RITCHIE (IRELAND): Wants to Increase Borrowing by $1.8MM to $4.5MM
------------------------------------------------------------------
Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and Ritchie
Risk-linked Strategies Trading (Ireland) II Ltd. ask the U.S.
Bankruptcy Court for the Southern District of New York to
authorize an increase of postpetition financing by $1.8 million to
$4.5 million, Bill Rochelle of Bloomberg News reports.

As reported in the Troubled Company Reporter on Sept. 18, 2007,
the Court authorized Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. to obtain a $2.7 million postpetition financing
from its affiliate, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd.

Mr. Rochelle relates that $1.55 million will go to Coventry First
LLC as settlement over a dispute contesting ownership of files
containing information about more than 1,000 life insurance
policies the Debtors plan to sell.

In December 2007, the Debtors asked the Court to determine who
rightfully owns the files arguing that they cannot sell the
policies for an acceptable price without those files, the TCR
disclosed citing Bloomberg News.  Coventry, the seller of the
policies, contended that it never sold the files to the Debtors.

In October 2007, the Court approved the procedures proposed by the
Debtors for the sale of those policies, which constitutes all or
substantially all of the Debtors' assets.

                    About Ritchie (Ireland)

Based in Dublin, Ireland, Ritchie Risk-Linked Strategies Trading
(Ireland) Ltd. and Ritchie Risk-Linked Strategies Trading
(Ireland) II Ltd. -- http://www.ritchiecapital.com/-- are Dublin-
based funds of hedge fund group Ritchie Capital Management
LLC.  The Debtors were formed as special purpose vehicles to
invest in life insurance policies in the life settlement market.
The Debtors filed for Chapter 11 protection on June 20, 2007
(Bankr. S.D.N.Y. Case Nos. 07-11906 and 07-11907).  Allison H.
Weiss, Esq., David D. Cleary, Esq., and Lewis S. Rosenbloom, Esq.,
at LeBoeuf, Lamb, Greene & MacRae, LLP represent the Debtors in
their restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed to date.  When the Debtors filed for
bankruptcy, they listed estimated assets and debts of more than
$100 million.  The Debtors' exclusive period to file a Chapter 11
plan of liquidation expires on April 15, 2008.


RITCHIE MULTI-STRATEGY: Hearing on $5 Mil. Bond Set for February 6
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
will convene a hearing on Feb. 6, 2008, to consider the request of
Ritchie Multi-Strategy Global LLC to direct its bankruptcy
petitioners to post a $5 million pledge for damages once the
involuntary Chapter 11 petition is dismissed by the Court, Bill
Rochelle of the Bloomberg News reports.

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Ritchie Capital Management LLC, which manages domestic hedge fund
Ritchie Multi-Strategy sought a dismissal of the Chapter 11
petition filed against the company on Dec. 26, 2007,
with the Court by investors of the hedge fund, claiming that the
petitioners, being equity investors, weren't qualified to file the
petition.

The Court, Bloomberg says, will hear the Debtor's dismissal
request on Feb. 26, 2008.

                     About Ritchie Capital

Headquartered in Lisle, Illinois, Ritchie Capital Management
Ltd. - http://www.ritchiecapital.com/-- is a private asset
management firm founded in 1997 by former college football
linebacker Thane Ritchie.  The company has offices in New York
and Menlo Park, California.

                  About Ritchie Multi-Strategy

Ritchie Multi-Strategy Global LLC is a domestic hedge fund.  Three
parties -- Benchmark Plus Institutional Partners LLC, Benchmark
Plus Partners LLC, and Sterling Low Volatility Fund Q.P. National
City Corp. -- filed a Chapter 11 petition against the company
on Dec. 26, 2007 (Bankr. N.D. Ill. Case No. 07-24236).  Jeff J.
Marwil, Esq., at Winston & Stawn LLP, in Chicago, Illinois,
represents the petitioners.  The three petitioners disclosed
around $46 million in claims.


SHORT-TERM ASSET: S&P Cuts Rating on BC 2000-A Certs. to 'D'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the net
lease pass-through certificates series BC 2000-A from Short-Term
Asset Receivables Trust to 'D' from 'BB'.   Concurrently, S&P
removed the rating from CreditWatch with negative implications,
where it was placed Jan. 16, 2008.

The lowered rating reflects interest shortfalls allocated to the
class due to recurring special servicing fees.  The fees are
associated with the transfer of a loan to the special servicer,
LNR Partners Inc., in October 2007.  The loan was transferred
because of a lawsuit filed by the borrower against the tenant
occupying a property in Miami, Florida, for a breach of lease
obligations.  S&P expects the interest shortfalls will be ongoing
and nonrecoverable.  As of the Jan. 15, 2008, remittance report,
the total accumulated shortfall was $52,626.

The transaction is collateralized by two credit-tenant-lease loans
secured by properties in Brea, California, and Miami.  The
property in Brea is a 576,234-sq.-ft. campus-style office/research
and development complex consisting of five buildings built in 1979
and 1984.  The Miami property is a 568,032-sq.-ft. campus-style
office/research and development complex consisting of five
buildings built in 1986 and 1992.   The properties are leased
under triple-net bondable lease obligations guaranteed by Beckman
Coulter Inc. (BBB/Negative/NR).


STANDARD PACIFIC: Liquidity Pressures Cue Fitch to Cut Ratings
--------------------------------------------------------------
Fitch Ratings has downgraded Standard Pacific Corp.'s ratings as:

  -- Issuer Default Rating to 'B+' from 'BB-';
  -- Senior unsecured to 'B+/RR4' from 'BB-';
  -- Unsecured bank credit facility to 'B+/RR4' from 'BB-';
  -- Senior subordinated debt to 'B-/RR6' from 'B'.

The Rating Outlook remains Negative.

Fitch's '4' Recovery Rating on Standard Pacific's unsecured notes
and revolving credit facility indicate average (30%-50%) recovery
prospects for holders of these debt issues.  Standard Pacific's
exposure to claims made pursuant to performance bonds and joint
venture debt and the possibility that part of these contingent
liabilities would have a claim against the company's assets were
considered in determining the recovery for the unsecured debt
holders.  The 'RR6' on Standard Pacific's senior subordinated
notes indicate poor recovery prospects (0%-10%) in a default
scenario.  Fitch applied a liquidation value analysis for these
RRs.

The downgrade reflects the current difficult U.S. housing
environment, current and expected negative trends in Standard
Pacific's operating margins, meaningful deterioration in credit
metrics and potential pressure on the company's liquidity position
due to upcoming debt maturities.  Furthermore, Standard Pacific's
liquidity may be negatively impacted by credit enhancements
provided by the company to its unconsolidated joint ventures,
which may require re-margining contributions if the underlying
collateral securing the debt of these joint ventures falls in
value.

Standard Pacific contributed about $32 million to its
unconsolidated joint ventures through the first nine months of
2007 and expects to contribute $45 million-$60 million during its
fourth quarter to re-margin certain joint venture debt.  Re-
margining contributions may increase in the future if market
conditions continue to deteriorate and asset values fall further.
Standard Pacific has also unwound two joint ventures for a
combined consideration of about $85 million during the third
quarter and expects to unwind another for an estimated purchase
price of $60 million during the fourth quarter.

The Negative Outlook for Standard Pacific reflects the challenging
outlook for housing during 2008.  Fitch has also taken into
account the current and expected near-term deterioration in
Standard Pacific's credit metrics which are similar to the trends
being experienced by others in the industry and persistent high
cancellation rates which add to speculative inventory totals.

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as land
and development spending, general inventory levels, speculative
inventory activity, gross and net new order activity, debt levels
and free cash flow trends and uses.

The ratings for Standard Pacific are based on the company's
successful execution of its business model, relatively
conservative land policies and geographic and product line
diversity.  Standard Pacific has been an active consolidator in
the homebuilding industry which has contributed to the past above
average growth, but has kept debt levels a bit higher than its
peers in recent years.  Management has also exhibited an ability
to quickly and successfully integrate its acquisitions.

Standard Pacific employs conservative land and construction
strategies.  The company typically options or purchases land only
after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate.  Standard Pacific extensively uses a combination of lot
options and JVs.  The use of non-specific performance rolling
options gives Standard Pacific the ability to renegotiate
price/terms or void the option which limits down side risk in
market downturns and provides the opportunity to hold land with
minimal investment.  At Sept. 30, 2007, 14.4% of its lots are
controlled through options and 23.3% are controlled in joint
ventures.

Fitch views Standard Pacific's partnerships and JVs to be
strategically and financially material to the company's
operations.  However, the manageable leverage levels and the
supply of land in attractive markets held in the partnerships
mitigate this risk to some extent.  Standard Pacific's
unconsolidated homebuilding and land development joint ventures
leverage was 52.1% at the end of the 2007 third quarter.  Standard
Pacific's consolidated homebuilding leverage was 58.6%.  Adjusting
for off-balance sheet commitments, Standard Pacific's adjusted
homebuilding debt to adjusted capital was 64%.  Fitch expects the
company to continue to reduce the level of investment in
inventories and joint ventures and to use the cash generated to
pay down debt and reduce leverage.


TAHERA DIAMOND: To Suspend Jericho Mine Operations to Save Cash
---------------------------------------------------------------
Tahera Diamond Corporation disclosed its plans Wednesday to
temporarily cease operations at its mine in Jericho, Northern
Canada, various reports say.

According to the reports, the work suspension will last for about
two weeks just to allow the bankrupt company conserve existing
funds.  Tahera was unable to secure additional funding to support
its business, the reports relate.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Tahera said it has obtained an order from the Ontario Superior
Court of Justice granting Tahera and its subsidiary protection
pursuant to the provisions of the Companies' Creditors Arrangement
Act.

The Court has granted CCAA protection for an initial period of 30
days expiring on Feb. 14, 2008, to be extended or terminated
thereafter as the Court deems appropriate.

Tahera sought protection under CCAA, as its current cash flows and
cash on hand would not allow it to meet its current obligations
and its obligations with respect to the 2008 winter road resupply.

Tahera Diamond Corporation (TSX: TAH) -- http://www.tahera.com/--
is a Canadian owned diamond mining company.  Tahera's wholly-owned
Jericho project, commencing commercial production in early 2006,
represents Canada's third, and Nunavut's first, diamond mine.


TELEPACIFIC CORP: Moody's Confirms B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed US TelePacific Corporation's B3
corporate family rating, and the B1 rating for the company's 1st
lien credit facilities, upon a review of TelePacific's operating
performance and liquidity.  Moody's does not rate TelePacific's
2nd lien term loan.  The outlook is stable.

The B3 corporate family rating reflects TelePacific's intensely
competitive operating environment, its high leverage and weak free
cash flow generation relative to the CLECs that Moody's rates.

Based on its expectations of TelePacific's operating performance
and the scheduled step-downs in its bank covenants, Moody's
believes that the Company will likely require covenant relief in
the second half of 2008.  Although the Company expects to improve
its operating performance to avoid covenant violations, if
TelePacific's operating performance falls short of its
expectations, Moody's believes the Company will be able to obtain
a covenant relief.

The stable rating outlook is based on Moody's expectations that
TelePacific's revenues will grow at a mid-single digit rate and
the resulting EBITDA growth will ward-off a potential covenant
default.  The ratings contemplate an improved leverage profile,
primarily from improved operating performance, such that the
FCF/Debt and debt-to-EBITDA ratios improve to 9% and 4.0x,
respectively, by FYE 2009.

TelePacific Communications, headquartered in Los Angeles,
California, is a competitive local exchange carrier serving
approximately 940,000 access line equivalents.


TRW AUTOMOTIVE: Moody's Affirms 'Ba2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of TRW Automotive,
Inc.: Corporate Family Rating, Ba2; senior secured bank credit
facilities, Baa3; and senior unsecured notes, Ba3, but revised the
rating outlook to negative from stable.

As a leading supplier of components and systems to automotive
OEMs, TRW's business profile has many characteristics that are
consistent with the assigned Ba2 Corporate Family rating.  The
company enjoys a well diversified revenue base, including long
standing supply arrangements with European and Asian auto makers.
Continuous investment in new safety product technologies should
support future revenue growth, even as automotive demand softens.
While the company's refinancing in 2007 resulted in lower debt
costs, debt levels remain high and continues to pressure the
company's interest coverage measures.

The negative outlook reflects concern that in an environment of
weakening economic trends in North America and Europe, TRW could
be challenged to sustain financial metrics consistent with its Ba2
rating.  For the LTM period ending Sept. 30, 2007 EBIT/Interest
(including Moody's standard adjustments) was about 1.7x, and
debt/EBITDA was about 4.1x.  While LTM FCF/Debt was negative,
Moody's expects the company's fourth quarter free cash flow to be
seasonally strong.  Recent free cash flow trends have been hurt by
timing issues regarding certain customer invoices and growth
abroad.  However, the company has continued to experience margin
pressures and modest free cash flow generation.  Moreover, debt
levels have remained high resulting from the recent debt
refinancing, debt acquired with the Dalphi Metal Espana, S.A.
consolidation, and the repurchase of TRW stock from Northrop
Grumman Corporation.

Moody's expects the company's safety product focus, and its strong
geographic, customer and product diversification to continue to
support revenue growth even in the face of weaker automotive
demand.  While TRW has generated steady yearly EBITDA levels, the
company's ability to materially reduce debt and thereby improve
its interest coverage metrics will be challenged by the current
automotive environment both in North America and abroad.  These
challenges include declining OEM production both in North America
and abroad, high raw material costs, and negotiated price downs.

TRW will continue to have very good liquidity over the next 12
months.  The company's liquidity profile consists of approximately
$473 million of cash and cash equivalents at Sept. 28, 2007,
availability under the $1.4 billion revolving credit facilities
was approximately $600 million, after consideration of letters of
credit outstanding and usage under the company's additional
borrowing facilities.  TRW's covenants are not expected to
restrict this access over the next twelve months.  Moody's expects
free cash flow to be positive in 2008 reflecting stable EBITDA
performance and capital expenditures consistent with historical
trends.  Alternative liquidity arrangements will continue to be
limited by the current bank liens over substantially all of the
company's assets.

These ratings were affirmed

  -- Ba2 Corporate Family rating;

  -- Ba2 Probability of Default rating;

  -- Baa3 (LGD2, 17%) rating for the $1.4 billion combined
     senior secured domestic and global revolving credit
     facilities;

  -- Baa3 (LGD2, 17%) rating for the $600 million senior
     secured term loan A;

  -- Baa3 (LGD2, 17%) rating for the $500 million senior
     secured term loan B;

  -- Ba3 (LGD5, 72%) for the $500 million senior unsecured
     notes due 2014;

   -- Ba3 (LGD5, 72%) for the Euro 275 million senior unsecured
      notes due 2014;

  -- Ba3 (LGD5, 72%) for the $600 million senior unsecured
     notes due 2017;

  -- SGL-1 Speculative Grade Liquidity Rating

The last rating action was on April 26, 2007 when ratings were
assigned to the company's senior secured bank credit facilities.

Future events that would be likely to improve TRW Automotive's
outlook or ratings include further debt and leverage reduction
from free cash flow, or improved operating margins resulting from
new business wins or productivity improvements. Consideration for
upward outlook or rating migration would arise if any combination
of these factors were to reduce leverage to under 3.0x or increase
EBIT/interest coverage to a level approaching 3.0x.

Consideration for downward rating migration would arise if any
combination of factors were to result in leverage sustained at
over 3.5x or if EBIT/ Interest coverage sustained at under 2.0x.

TRW Automotive, Inc., headquartered in Livonia, Michigan, is among
the world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has three operating
segments; Chassis Systems, Occupant Safety Systems, and Automotive
Components.  Its primary business lines encompass the design,
manufacture and sale of active and passive safety related
products.  Annual revenues are approximately $14 billion.


TYCO INT'L: Releases Preliminary Results for First Quarter 2008
---------------------------------------------------------------
Tyco International Ltd. disclosed preliminary financial results
for the first quarter of fiscal 2008.  As previously stated, the
company will issue its full first quarter 2008 financial results
on Feb. 5, 2008.

Preliminary first quarter results included revenue growth of 12%
and organic revenue growth of 6%, which was stronger than previous
guidance of 8% revenue growth and organic revenue growth of
approximately 5%.  Revenue improved across each of the company's
five business segments and was led by solid year over year
increases in Flow control and ADT worldwide.

Preliminary operating income in the quarter was $499 million and
operating income before special items was $523 million, an
increase of 55% over the prior year.  The company's operating
margin was 10.2% and its operating margin before special items was
10.7%, compared to previous guidance of approximately 9.0% for the
operating margin before special items.  Strong year over year
income growth in all segments led by Flow control and ADT
worldwide and lower corporate expenses contributed to the increase
in the operating income.

"The first quarter was a good start to 2008," Tyco chairman and
chief executive officer, Ed Breen said.  "We had strong
operational performance across all of our businesses led by Flow
Control and ADT."

"Based on our performance this quarter and our outlook for the
year, we are raising our full year earnings per share guidance,"
Mr. Breen continued.

                 About Tyco International Limited

Headquartered in Hamilton, Canada, Tyco International Limited
(NYSE:TYC) -- http://www.tyco.com- provides five segment products
and services to customers, which are ADT worldwide, fire
protection services, flow control, safety products, and electrical
and metal products.  ADT worldwide designs, sells, installs,
services and monitors electronic security systems to residential,
commercial, industrial and governmental customers.   Fire
protection services designs, sells, installs and services fire
detection and fire suppression systems to commercial, industrial
and governmental customers.  Flow control designs, manufactures,
sells and services valves, pipes, fittings, valve automation and
heat tracing products.  Safety products designs, manufactures and
sells fire protection, security and life safety products.
Electrical and metal products designs, manufactures and sells
steel tubing and pipe products, as well as cable products.  As of
June 29, 2007, the company completed the spin-offs of Covidien and
Tyco Electronics.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 21, 2007, in
its annual report for the year ended Sept. 28, 2007, Tyco said
that on Nov. 8, 2007, The Bank of New York delivered to the
company a notice of events of default.

The notice claims that the actions taken by the company in
connection with its separation into three public entities
constitute events of default under the indentures.


UNITED RENTALS: Earns $112 Million in 2007 Third Quarter
--------------------------------------------------------
United Rentals Inc. reported net income of $112.0 million for the
third quarter ended Sept. 30, 2007, including the discontinued
operation after-tax income of $1.0 million.  By comparison, net
income for the third quarter 2006 was $95.0 million, including the
discontinued operation after-tax income of $7.0 million.

Income from continuing operations for the third quarter 2007
increased 26.0% to $111.0 million, compared with $88.0 million for
the third quarter 2006.

Earnings before interest, taxes, depreciation and amortization
("EBITDA"), a non-GAAP measure, improved $20.0 million to
$342.0 million.

Revenues were $994.0 million in third quarter 2007, up 1.0% from
$983.0 million in third quarter 2006.  Equipment rentals revenue
grew 4.0% and more than offset declines of 10.0% and 6.0%,
respectively, within the company's used equipment and contractor
supplies businesses.

                          Free Cash Flow

Free cash flow for the third quarter 2007 was $43.0 million after
total rental and non-rental capital expenditures of
$209.0 million, compared with free cash flow of $123.0 million
after total rental and non-rental capital expenditures of
$187.0 million for the same period last year.  The year-over-year
reduction of $80.0 million in free cash flow, a non-GAAP measure,
was largely the result of increased working capital usage.

The company's total cash balance was $112.0 million at Sept. 30,
2007, a decrease of $7.0 million from Dec. 31, 2006, and a
decrease of $28.0 million from Sept. 30, 2006.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$5.72 billion in total assets, $3.85 billion in total
liabilities,and $1.87 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?274c

                       About United Rentals

Headquartered in Greenwich, Conn., United Rentals Inc. (NYSE: URI)
-- http://www.unitedrentals.com/ -- is an equipment rental
company with an integrated network of over 690 rental locations in
48 states, 10 Canadian provinces and Mexico.  The company's
approximately 10,900 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others.  The
company offers for rent over 20,000 classes of rental equipment
with a total original cost of $4.2 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 2, 2008,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on United Rentals Inc. and its major operating
subsidiary United Rentals (North America) Inc. and removed all
ratings from CreditWatch with negative implications.  The outlook
is stable.


VESCOR DEVELOPMENT: Trustee Taps Lewis B. Freeman as Accountants
----------------------------------------------------------------
Lewis B. Freeman, the appointed Chapter 11 Trustee in Vescor
Development LLC and its debtor-affiliates' bankruptcy cases, asks
the U.S. Bankruptcy Court for the District of Nevada for authority
to retain Lewis B. Freeman & Partners Inc. as his forensic
accountants, nunc pro tunc to Dec. 15, 2007.

The firm will:

  a) analyze and investigate historical transactions;

  b) evaluate preferences, fraudulent conveyance and litigation
     matters; and

  c) assist the Trustee in other matters.

The firm's professionals and their compensation rates are:

     Designation                    Hourly Rate
     -----------                    -----------
     Principals                      $200-$350

     Forensic Accountants,            $50-$185
     Financial Investigators,
     Valuation Analysts, and
     Other Technical Persons

The Trustee tells the Court that the firm will be entitled to
receive a 3% Success Fee, upon the closing of a sale transaction
involving a sale of a majority of the equity or substantially all
of the operating assets of any of the Debtors, refinancing of the
Debtors' secured debt or the confirmation of a Plan of
Reorganization.

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

                    About Vescor Development

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered their
reorganization plan and disclosure statement in January 2007,
which proposed to pay general unsecured creditors in full.  The
Court confirmed that plan on March 20, 2007, with a condition to
retain a qualified chief restructuring officer.

On Dec. 18, 2007, the Bankrupty Court approved the U.S. Trustee's
appointment of Lewis B. Freeman as Chapter 11 Trustee in the
Debtors' Chapter 11 cases.


VESCOR DEVELOPMENT: Trustee Taps Schwartzer & McPherson as Counsel
------------------------------------------------------------------
Lewis B. Freeman, the appointed Chapter 11 Trustee in Vescor
Development LLC and its debtor-affiliates' bankruptcy cases, asks
the U.S. Bankruptcy Court for the District of Nevada for authority
to retain Schwartzer & McPherson Law Firm as his counsel, nunc pro
tunc to Dec. 15, 2007.

Schwartzer & McPherson will:

  a) advise and represent the Trustee concerning the rights and
     remedies of the estate in regard of the Debtors' estates, and
     with respect to the secured, priority and general claims of
     creditors;

  b) advise and represent the Trustee in connection with financial
     and business matters, including the sale of any assets;

  c) advise and represent the Trustee in connection with
     investigation of potential causes of action against persons
     or entities, including, but not limited to, avoidance
     actions, and the litigation thereof if warranted;

  d) represent the Trustee in any proceeding or hearing in the
     Bankruptcy Court, and in any action in other courts where the
     rights of the estates may be litigated or affected;

  e) conduct examinations of witnesses, claimants, or adverse
     parties and prepare and assist in the preparation of reports,
     accounts, applications and orders;

  f) advise and represent the Trustee in the negotiation,
     fourmulation, and drafting of any plan of reorganization and
     disclosure statemetn;

  g) advise and represent the Trustee in the performance of its
     duties and exercise of its powers under the Bankruptcy Code,
     the Bankruptcy Rules, the Local Bankruptcy Rules and the
     Region 17 United States Trustee Guidelines; and

  h) provide the Debtors such other necessary advise and services
     as the Trustee may require in connection with the Debtors'
     Chapter 11 cases.

The Trustee tells the Court that Lenard E. Schwartzer, Esq.,
charges $425 per hour for this engagement.

The Trustee assures the Court that the firm does not represent any
interest adverse to the Trustee or the Debtors' estate.

                   About Vescor Development

Henderson, Nevada-based Vescor Development LLC develops real
estate.  The company and its affiliates share common management
and ownership.  Apex MM serves as the Debtors' manager.

The company and three of its affiliates, ADL 1 LLC, IDL 9 LLC and
JDL 10 LLC, filed for chapter 11 bankruptcy protection on Aug. 20,
2007 (Bankr. D. Nev. Case Nos. 07-15210 through 07-15213).  Laurel
E. Davis, Esq. at Fennemore Craig, P.C. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy, they listed total assets of $151,954,690 and total
debts of $85,590,847.

The company's affiliates, Vescor Development 3 LLC, BDL 2 LLC and
EDL 5 LLC had filed for chapter 11 protection on Aug. 26, 2006
(Bankr. D. Nev. Lead Case No. 06-12094).  Laurel E. Davis, Esq.,
at Lionel Sawyer & Collins serves as the Debtors' counsel.  When
Vescor filed for protection from its creditors, it listed total
assets of $109,570,385 and total debts of $63,290,195.

Vescor Development 3 and its debtor-affiliates delivered their
reorganization plan and disclosure statement in January 2007,
which proposed to pay general unsecured creditors in full.  The
Court confirmed that plan on March 20, 2007, with a condition to
retain a qualified chief restructuring officer.

On Dec. 18, 2007, the Bankrupty Court approved the U.S. Trustee's
appointment of Lewis B. Freeman as Chapter 11 Trustee in the
Debtors' Chapter 11 cases.


WACHOVIA AUTO: Moody's Puts Ba3 Prospective Rating on Cl. E Notes
-----------------------------------------------------------------
Moody's Investors Service assigned prospective ratings of (P)
Prime-1, (P) Aaa, (P) Aa1, (P) Aa3, (P) Baa2 and (P) Ba3 to seven
classes of fixed rate notes issued by Wachovia Auto Loan Owner
Trust 2008-1.  The prospective ratings of the Class A through
Class E notes are based on the quality of the underlying
automobile loans, the structure of the transaction, the amount of
credit enhancement, the strength and expertise of Wachovia Bank,
N.A. as master servicer and Wachovia Dealer Services, Inc. as
originator and subservicer.  The (P) Prime-1 rating of the Class
A-1 money market notes is based primarily on the amount of
liquidity from collections on the underlying receivables during
the period prior to the notes' legal final maturity date.

The complete rating actions are:

Issuer: Wachovia Auto Loan Owner Trust 2008-1

  -- $107,000,000 Class A-1 Notes, rated (P) Prime-1
  -- $204,000,000 Class A-2a/b Notes, rated (P) Aaa
  -- $189,000,000 Class A-3a/b Notes, rated (P) Aaa
  -- $22,455,000 Class B Notes, rated (P) Aa1
  -- $26,946,000 Class C Notes, rated (P) Aa3
  -- $34,431,310 Class D Notes, rated (P) Baa2
  -- $14,970,000 Class E Notes, rated (P) Ba3


WILD WEST: Bank Lenders' Split Decision Frustrates City Officials
-----------------------------------------------------------------
The lenders of Thomas Etheredge, founder of Wild West World LLC,
have split decision on a latest proposal to acquire and manage
Wild West for a lower value from an undisclosed buyer, Bill Wilson
writes for The Wichita Eagle.

The split decision plus the lenders' refusal to an earlier buy
offer prompted Park City officials to get mad, Wichita Eagle
relates.  Park City Mayor Dee Stuart told Wichita Eagle that he
thinks the bank lenders "are crazy" and said they should accept
the offer from the latest suitor.

The lenders have previously rejected an offer from owners of Magic
Springs in Hot Springs, Arkansas, to buy the ailing theme park by
giving $13 million to the bank lenders from future earnings,
Wichita Eagle notes.

Wichita Eagle says it failed to get comments from Rex Reynolds,
president of First National Bank of Southwest Kansas, the lead
bank in Mr. Etheredge's consortium of lenders and from Bill
Sorensen, Esq., bank's counsel.

According to the report, Park City will have to sell the park to
developers at a discount unless another park company successfully
buys it, Wichita Eagle reports.

                   The Piece-Meal Asset Sale

As reported in the Troubled Company Reporter on Dec. 11, 2007,
The Honorable Robert Nugent of the U.S. Bankruptcy Court for the
District of Kansas ordered that the public sale of more than 2,000
Wild West World LLC's assets to begin December 11.  This is the
first of five auctions that will span through next month.

The Wichita Eagle reported Wednesday that during an auction early
this week, $200,000 was raised making total auction proceeds to
reach about $650,000.  Tuesday's sale might be the last one as
bank lenders decide on a probable offer for the entire park,
Wichita Eagle said.

                     About Wild West World

Headquartered in Valley Center, Kansas, Wild West World LLC
operates an amusement park business.  The company filed for
Chapter 11 protection on July 9, 2007 (Bankr. D. Kans. Case No.
07-11620).  Edward J. Nazar, Esq., at Redmond & Nazar, LLP
represents the Debtor in its restructuring efforts.  In its
schedules filed with the Court, the Debtor disclosed total assets
of $22,979,898 and total debts of $25,601,177.

Restoration Farms Inc., Wild West's parent company, filed for
chapter 11 protection on Aug. 9, 2007 (Bankr. D. Kans. Case No.
07-11913).

The Court has approved the retention of Rides-4-U Inc. as the
Debtor's broker for the sale of its assets.


ZEALOUS TRADING: Nov. 30 Balance Sheet Upside-Down by $76.2 Mil.
----------------------------------------------------------------
Zealous Trading Group Inc.'s consolidated balance sheet at
Nov. 30, 2007, showed $7.1 million in total assets and
$83.3 million in total liabilities, resulting in a $76.2 million
total stockholders' deficit.

At Nov. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $827,153 in total current assets
available to pay $83.3 million in total current liabilities.

The company recorded a net loss of $73.6 million for the third
quarter ended Nov. 30, 2007, compared with a net loss of $133,463
in the same period ended Nov. 30, 2006.

The company generated $-0- in operating revenues for the three
months ended Nov. 30, 2007, compared to $3,333 in operating
revenues for the three months ended Nov. 30, 2006.  This is
because no production activity was undertaken during the three
months ended Nov. 30, 2007.

During the three months ended Nov. 30, 2007, and Nov. 30, 2006,
the company incurred operating expenses of $371,700 and $136,796,
respectively.  The company incurred $42.8 million in interest
expense during the three months ended Nov. 30, 2007, compared to
$-0- in interest expense during the three months ended Nov. 30,
2006, because of increased borrowings and various notes issued
during the three months ended Nov. 30, 2007.

Interest expense of $42.8 million included a non-cash derivative
expense of $41.5 million related to derivative activity during the
three months ended Nov. 30, 2007, non-cash amortization of
discount on debt for the quarter ended Nov. 30, 2007, of $908,608
and deferred financing cost of $238,688.

The net operating loss figures for the three months ended Nov. 30,
2007, and 2006, were $371,700 and $133,463, respectively.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 30, 2007, are available for
free at http://researcharchives.com/t/s?274f

                      About Zealous Trading

Zealous Trading Group Inc. fka. Atlantic Syndication Network Inc.
(OTC BB: ZLST) -- http://www.ZealousATS.com/-- conducts its
operations through its wholly owned subsdiary, Zealous Holdings
Inc., a Delaware coproration.  Zealous Holdings Inc. owns Zealous
ATS LLC, through its wholly-owned subsidiary Zealous Capital
Markets LLC, a Delaware limited liability company and registered
Broker-Dealer, Member FINRA/SIPC.

Zealous ATS LLC plans to be a global electronic marketplace used
to support and execute trades for buyers and sellers of restricted
and illiquid securities.


* Fitch Expects Fair Value Measurement to Go as Accounting Focus
----------------------------------------------------------------
Fitch Ratings expects that fair value measurement will continue as
the central accounting focus for analysts and investors, according
to its 2008 accounting and financial reporting global outlook
report.

As Fitch expected at the beginning of 2007, fair value measurement
was the main accounting theme over the course of the year.  The
importance of this accounting element was magnified in the 2H of
2007 with the prevailing credit and liquidity crunch, particularly
for subprime mortgage-related assets.

Fitch Ratings will continue to scrutinize fair value assumptions
and may request additional detail from issuers to support
valuation.

As the rest of the world coalesces around International Financial
Reporting Standards, the US authorities seem set to follow suit.
The FASB and the IASB are working hard to maintain their
convergence agenda, with many projects on going.   The financial
reforms of the convergence project have tilted financial reporting
toward more fair value, although those opposing further movement
in this direction are finding that they have more traction given
the reliability issues surrounding valuations that looks set to
prevail into 2008.

Other topics that Fitch believes will dominate the accounting
debate in 2008-and discussed in the 2008 outlook report-include:

  -- Off-balance-sheet accounting;

  -- Financial Statement Presentation (joint project between
     FASB and IASB);

  -- Global convergence of accounting standards;

  -- Business combinations;

  -- Insurance accounting, particularly as it relates to how
     fair value should be defined for insurance reserves;

  -- Defining liabilities vs. equity.

Fitch will also publish a report on fair value accounting this
month and will publish additional reports on some of these other
specific topics throughout 2008.


* Fitch Says US Water Industry Enters a Large Capital Expenditure
-----------------------------------------------------------------
The U.S. water distribution industry is entering a large capital
expenditure cycle to repair aging infrastructure and address
environmental issues, according to a Fitch Ratings report.

Water infrastructure in the U.S. is aging and in need of
replacement or repairs, with some water systems in urban areas 100
years old or more.  Accordingly, the industry will increasingly
need capital to address infrastructure investments as the
operating level, and total estimated costs vary significantly.  At
the corporate level, Fitch expects that capital will come from
recent strategic players that have been consolidators, as well as
financial players such as private equity and infrastructure funds.

'The industry is ripe for consolidation and there is strong
investor appetite for water distribution assets,' said Joseph
Sorce, Director, Fitch Ratings.  'The water business is low-risk
with stable and predictable cash flows.'

Water investor-owned utilities have strong credit profiles,
enhanced by generally stable cash flow.  While there is some time
delay in recovering costs and return from rates, typically the
regulatory process allows the utility to recover fair costs from
rate payers over time.  The industry's overall need for capital -
while a long-term credit positive due to increasing recoverable
asset bases - in the near term may cause a decline in the overall
credit quality of the industry.


* David Neff Joins Perkins Coie from DLA Piper
----------------------------------------------
David Neff has joined Perkins Coie as a partner in its Bankruptcy
& Workouts practice.  He will practice in Perkins Coie's Chicago
office.

Mr. Neff joins the firm from DLA Piper, where he represented
debtors, lenders, individual creditors and creditors committees in
all types of bankruptcies throughout the country.  He is a past
president of the Chicago Bar Association Bankruptcies and
Reorganization Committee and has spoken often at the Norton
Bankruptcy Litigation Institute and for the American Bankruptcy
Institute.

Mr. Neff has particular experience in bankruptcies in real estate.
He has represented major parties in more than 30 hotel bankruptcy
cases throughout the country and many out-of-court restructurings,
and often represents landlords in major retail bankruptcies.
He also counsels professional partnerships on dissolutions and
bankruptcies and has represented five law firms in such matters.

Mr. Neff has authored law review articles on hotel bankruptcies,
professional partnership bankruptcy and dissolution matters, and
landlord-tenant bankruptcy issues.

"As we continue to expand our legal services in the Chicago area,
we are delighted to welcome high-caliber lawyers such as David to
the firm," said Christopher B. Wilson, Chicago managing partner.
"His knowledge and experience are a great addition to our strong
national Bankruptcy & Workouts practice."

In addition to his bankruptcy practice, Mr. Neff is one of the
leading lawyers in the country in the hotel industry.  He
represents some of the largest hotel owners, management companies
and franchisees in all types of matters, including litigation,
strategic planning, acquisitions, and contract negotiations and
drafting.  He has authored numerous articles for hotel industry
publications and has spoken frequently at hotel industry
conferences.

Mr. Neff is a former chairman of the International Society of
Hospitality Consultants and a member of the Hotel Development
Council of the Urban Land Institute.

Mr. Neff has been designated an Illinois Super Lawyer in 2005,
2006, 2007 and 2008, as the result of research projects conducted
jointly by Law & Politics and Chicago magazines.  In 2007, the
respected English publisher Chambers and Partners listed him in
ChambersUSA: America's Leading Lawyers for Business as one of the
leading hotel lawyers in the country, noting that he possesses "a
knowledge of all of the nuances of the industry, not just of the
law."  Chambers also listed him as one of the leading bankruptcy
lawyers in Chicago.

Mr. Neff joins a team of lawyers experienced in representing
debtors, creditors and third parties purchasing assets from
bankruptcy estates in a wide range of bankruptcy issues, including
restructurings and workouts, as well as the related matters, such
as labor and tax issues, that can accompany business bankruptcies.

                         About Perkins Coie

Perkins Coie -- http://www.perkinscoie.com-- is a leading
international law firm offering a full spectrum of legal services.
With more than 650 lawyers in 14 offices across the United States
and in China.  The firm serves companies ranging in size from
start-ups to FORTUNE 100.  The firm focuses intensively on
litigation, corporate finance, intellectual property, real estate,
and labor and employment.  The firm was named to FORTUNE
magazine's "Best Companies to Work For" in 2003, 2004, 2005, 2006,
2007 and 2008.


* Mitchell Silberberg & Knupp Launches Subprime Practice Group
--------------------------------------------------------------
Mitchell Silberberg & Knupp LLP has formed a practice group to
assist clients facing business and legal challenges sparked by the
subprime mortgage lending crisis.

MS&K's new subprime practice group consists of an
interdisciplinary team of litigation, bankruptcy and corporate
lawyers.  The practice group, which is headed by partners Jean
Nogues and Andrew Katz, taps into the expertise of 30 MS&K lawyers
who specialize in the areas of financial services, bankruptcy and
insolvency, litigation and investigations, securities, real
estate, capital markets, hedge funds, class actions and insurance.

"Our firm started working on commercial litigation related to
subprime lending in 2003 and we foresaw many of the legal issues
that have exploded in the past year, including the securitization
of subprime obligations, fraud by originators and syndicators, due
diligence issues, insurance coverage considerations and various
insolvency issues," Mr. Nogues said.   "Our new dedicated,
interdisciplinary practice group will help clients deal with the
additional fallout we continue to see on a daily basis from the
subprime mortgage industry collapse."

According to Mr. Katz, MS&K's subprime practice group will focus
on serving banks, investment banks, hedge funds, warehouse
lenders, mortgage originators, underwriters and others involved in
subprime mortgage lending.

               About Mitchell Silberberg & Knupp

Based in Los Angeles, California, Mitchell Silberberg & Knupp --
http://www.msk.com-- provides business law services with an
emphasis on intellectual property and the entertainment industry.
Other practice areas include class action defense, environmental
law, immigration, and estate planning.  The firm has about 125
attorneys on staff with offices in Los Angeles and Washington DC.


* ISDA Contradicts Bill Gross' $250BB Global Loss on CDS Forecast
-----------------------------------------------------------------
The International Swaps and Derivatives Association Inc.
invalidated the projection of Bill Gross of Pacific Investment
Management Co. that the global loss on credit-default swaps is
around $250 million, according to Bloomberg News and Reuters.

On Jan. 8, 2008, Mr. Gross said that the United States will be
shoved into recession by the losses on deals meant to shield a
company from default, Bloomberg relates.  Mr. Gross' computed the
likelihood of drops using the 1.25% average default rate and the
speculative $45.5 trillion outstanding credit-default swaps, and
then considered about 50% of the amount as debt recovery, the
reports reveal.

ISDA told the news sources that the losses on CDS worldwide is
more likely to be about $15 billion.

ISDA CEO Robert Pickel informed Bloomberg and Reuters via e-mail
Monday that evaluating the market through speculative values is an
exaggeration by "order of magnitude."  A lot of deals in fact
offset one another as market players adjust their risk exposures,
the reports say, citing Mr. Pickel.  Mr. Pickel added that the
notional $50 trillion credit derivative worldwide should be
reduced to $1 trillion due to offsetting factors, according to the
reports.  The $15 billion loss on CDS is derived from the
assumption of a 2% default on the $1 trillion volume of worldwide
credit derivative and a 25% recovery rate, the reports relate.

According to Investopedia, credit-default swaps are designed to
transfer the credit exposure of fixed income products between
parties.  The buyer of a credit swap receives credit protection,
while the seller of the swap guarantees the credit worthiness of
the product.  By doing this, the risk of default is transferred
from the holder of the fixed income security to the seller of the
swap.

                  ISDA 2007 Mid-Market Survey

According to ISDA 2007 Mid-Market Survey, notional amount
outstanding of interest rate derivatives grew by 21% to $347.09
trillion from $285.73 trillion.  This compares with 14% growth
during the second half of 2006.  The annual growth rate for
interest rate derivatives to mid-2007 is 38% from $250.83 trillion
in mid-2006.  In this survey, 88 firms provided data.  All major
dealers responded.

Notional amount outstanding of credit derivatives grew by 32% in
the first six months of the year to $45.46 trillion from $34.42
trillion.  The annual growth rate for credit derivatives is 75%
from $26.0 trillion at mid-year 2006.

Notional amount outstanding of equity derivatives, which consist
of equity swaps, options, and forwards, grew by 39% from $7.18
trillion to $10.01 trillion.  This compares with 13% growth during
the second half of 2006.  The annual growth rate for equity
derivatives to mid-2007 is 57% from $6.38 trillion at mid-year
2006.

               About Pacific Investment Management

Pacific Investment Management Co. -- http://www.pimco.com/-- is
one of the largest specialty fixed income managers in the world,
with $746.3 billion in assets under management and more than 900
employees in offices in Newport Beach, New York, Singapore, Tokyo,
London, Sydney, Munich, Toronto and Hong Kong.

                           About ISDA

International Swaps and Derivatives Association Inc., --
http://www.isda.org/-- which represents participants in the
privately negotiated derivatives industry, is among the world's
largest global financial trade associations as measured by number
of member firms.  ISDA was chartered in 1985, and today has
approximately 805 member institutions from 55 countries on six
continents.  These members include most of the world's major
institutions that deal in privately negotiated derivatives, as
well as many of the businesses, governmental entities and other
end users that rely on over-the-counter derivatives to manage
efficiently the financial market risks inherent in their core
economic activities.

ISDA(R) is a registered trademark of the International Swaps &
Derivatives Association Inc.


* MortgageDaily.com Says 150 Mortgage Operations Collapsed in 2007
------------------------------------------------------------------
The failure of almost 150 mortgage operations was chronicled last
year by http://www.MortgageGraveyard.com,a journal of failed,
ailing and acquired lenders.

During 2007, 147 mortgage units were shut down, according to the
Mortgage Graveyard, which is maintained by
http://www.MortgageDaily.com.

Companies tracked primarily included those that employed at least
50 people -- though it is estimated that hundreds of failed
companies, mostly mortgage brokerages, were under the radar.

                                      No. of
      Year                       Failed Companies
      ----                       ----------------
      2008 (through Jan. 22)             7
      2007                             147
      2006                              18

Among last year's most notable failures were American Home
Mortgage Investment, Mortgage Lenders Network USA, New Century
Financial and Option One Mortgage Corp.  Other significant
collapses included Ameriquest Mortgage, Fieldstone Investment and
First Magnus Financial.

The mayhem began in late 2006 as investors of residential
mortgage-backed securities began demanding that subprime
originators repurchase loans that quickly soured as the U.S. real
estate market began to weaken.  Among the first casualties were
Meritage Mortgage, Ownit Mortgage Solutions and Sebring Capital
Partners.

After JP Morgan Chase sold off much of its subprime mortgage
holdings in January 2007, the meltdown gained steam.  When New
Century stopped taking applications in March, it became clear that
the subprime sector was suffering a full blown meltdown.

By August, the meltdown became a worldwide credit crisis --
impacting Alt-A lenders, jumbo lenders and companies that had done
no lending at all.

Global subprime related losses now exceed $170 billion and
projections call for losses to surpass $450 billion.

Based on January activity, MortgageDaily.com projects fewer
mortgage companies to fail this year than in 2007.

"The subprime mortgage industry, which took decades to develop,
was mostly dismantled over the past year," said Sam Garcia, who
spent 20 years in subprime mortgage lending prior to becoming
publisher of MortgageDaily.com in 2000.  "In addition, we have
seen a significant shift away from mortgage brokering as both Alt-
A and subprime wholesalers have shut down.  Surviving lenders are
primarily originating conforming loans through their own
employees."

A complete report of all failed companies is available at
http://www.MortgageDaily.com/MortgageGraveyard.asp?spcode=pr

                    About MortgageDaily.com

Founded in 1998, MortgageDaily.com is an online news source for
the mortgage industry.  Around one million mortgage business news
pages are viewed monthly at MortgageDaily.com and its affiliate
publications.


* San Diego Experiences Default and Foreclosure Highs in 2007
-------------------------------------------------------------
San Diego County felt the sting of record-breaking high rates in
home defaults and foreclosures last year, Emmet Pierce of the
Union-Tribune cites a report from DataQuick Information Systems.

According to the report, defaults in the county rose to 20,138, or
128 percent, in 2007.  Home foreclosures in 2007 also increased by
353 percent to 7,349.  Areas with the most number of housing
projects were the most affected, the report says.

Certain county areas had more pronounced foreclosure rates, such
as Chula Vista-East Lake-Otay Ranch, which had 301 foreclosures.
Four other ZIP code areas had more than 250 foreclosures,
according to the report.

"We don't really know what is driving that fluctuation... It is
too early to say if January or February will level off or build.
I saw November as an anomaly," Union-Tribune quotes DataQuick
analyst Andrew LePage.

Depreciation and poor home mortgage underwriting standards
contributed to the surge in defaults, Paul Leonard, Center for
Responsible Lending director, told Union-Tribune.


* BOOK REVIEW: American Commercial Banking: A History
-----------------------------------------------------
Author:     Benjamin J. Klebaner
Publisher:  Beard Books
Paperback:  296 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981424/internetbankrupt

This book American Commercial Banking: A History is written by
Benjamin J. Klebaner.

This informative and fascinating book traces the history of
commercial banking from its inception to 1988.

The authoritative historical perspective provides a greater
understanding of more recent times and of the many policy issues
that have arisen through the years.

In addition to being a remarkable piece of scholarship, it is a
very readable book. It should be on the "must read" list of all
students of finance and history, as well as others who are curious
as to the role banks have played in our society.

                             *********

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 ***