TCR_Public/080129.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, January 29, 2008, Vol. 11, No. 24

                             Headlines



ACE SECURITIES: Moody's Junks Rating on Class M-9 Certificates
AMERICAN HOME: Can Abandon HELOC Mortgage Loans Servicing Rights
AMERICAN HOME: Court Approves Fifth Amendment to AH Mortgage APA
AMERICAN HOME: Can Destroy Duplicate Copies of Unfunded Loan Files
AMERICAN LAFRANCE: Files for Bankruptcy in Delaware

AMERICAN LAFRANCE: Case Summary & 19 Largest Unsecured Creditors
ASHTON WOODS: S&P Retains 'B+' Rating; Alters Outlook to Negative
ASSET BACKED: S&P Puts Default Rating on 2002-HE1 Class B Certs.
ATOM INTERMEDIATE: Moody's Puts Ba2 Ratings on Proposed Facilities
AVIS BUDGET: S&P Puts BB+ Rating on Negative CreditWatch

BANKUNITED FIN'L: Rapid Credit Decline Cues Fitch to Cut Ratings
BANKUNITED TRUST: Moody's Downgrades Rating on Three Tranches
BAUSCH & LOMB: Names Gerald M. Ostrov as Chairman and CEO
BAUSCH & LOMB: Intention to Buy Eyeonics Won't Affect S&P's Rating
BEATY CORP: Case Summary & 17 Largest Unsecured Creditors

BELL MICROPRODUCTS: Has Until March 17 to Comply with Nasdaq
BOBBY PERRY: Case Summary & 19 Largest Unsecured Creditors
BOSTON HILL: Judge Feeney Dismisses Chapter 11 Case
BROTMAN MEDICAL: Can Hire Kurtzman Carson as Claims Agent
BUILDING MATERIALS: Sept. 30 Balance Sheet Upside-Down by $13.1MM

CAPITAL LAND: Ch. 11 Trustee Taps CB Richard as Property Broker
CBRL GROUP: Board Okays Repurchase of Additional 625,000 Shares
CERRO NEGRO: Moody's Vacates B3 Rating After Tender Offer Success
CHASEFLEX TRUST: Fitch Junks Rating on 2007-1 Class B-4 Trust
CHEMTURA CORP: Selling Oleochemicals Business to PMC Group

CHRYSLER LLC: Offers Compensation Packages to Hourly Workers
CLAYMONT STEEL: Completes "Short-Form" Merger with Evraz Group
CONEXANT SYSTEMS: Posts $9.22MM Net Loss in Qtr. Ended Dec. 28
CWABS INC: Realized Losses Spur S&P's Rating Cuts on 43 Classes
DAYTON SUPERIOR: Debt Refinancing Commitment Moved to February 29

DEBT RESOLVE: Names Kenneth Montgomery as CEO Effective Feb. 16
DELTA FINANCIAL: Court OKs Morrison & Foerster as Bankr. Counsel
DELTA FINANCIAL: Can Hire Pepper Hamilton as Delaware Counsel
ENRON CORP: Seeks $9 Million in Remedies from Hewitt Associates
ENRON CORP: Retrial for Two Ex-Merrill Lynch Executives Delayed

ENRON CORP: High Court Refuses to Review Enron Investors' Lawsuit
EVERGREEN TANK: Moody's Holds B2 Rating; Gives Negative Outlook
FIRST FRANKLIN: 16 Classes Get S&P's Rating Downgrades on Losses
FIRSTLINE SECURITY: Case Summary & 20 Largest Unsecured Creditors
GENERAL GROWTH: Arranges Three New Mortgage Loans on Reg'l Malls

GENERAL GROWTH: Responds to News of Likely Default and Bankruptcy
GSAMP TRUST: S&P Reinstates Rating on Class A-1A Certificates
GSC INVESTMENT: Moody's Puts Ba2 Rating on $22 Mil. Class E Notes
HEXION SPECIALTY: Extends Huntsman-Merger Termination to July 4
HOME EQUITY: S&P Downgrades Rating on Class B to 'BB' from 'BBB'

HYDRAULIC TECHNOLOGIES: Court Approves Asset Sale Stipulation
IAC/INTERACTIVE CORP: Liberty Media Wants to Oust 7 Board Members
INDYMAC BANK: Fitch Assigns 'B+' Rating on $500MM Preferred Stock
INTERSTATE BAKERIES: Various Parties Oppose Disclosure Statement
ISLE OF CAPRI: Completes Acquisition of 43% IoC-Black Hawk Stake

JABIL CIRCUIT: Earns $62 Million in First Quarter Ended Nov. 30
L TERSIGNI: Pushes for Limited Access to "Innocence" Report
LAWRENCE GOSE: Case Summary & Six Largest Unsecured Creditors
LENNAR CORP: S&P Rating Unaffected by $1.9 Bil. Operating Losses
LENNOX INT'L: S&P Upgrades Corporate Credit Rating to BB+ From BB

LIBERTY MEDIA: Wants Removal of Barry Diller as IAC Chairman
MEDICAL CONNECTIONS: Inks Pact to Buy Medical Staffing's Assets
MOSAIC COMPANY: Earns $394 Million in Second Quarter Ended Nov. 30
MOVIE GALLERY: S&P Withdraws 'D' Ratings on Chapter 11 Filing
MYSTARU.COM: DNTW Chartered Accountants Raises Going Concern Doubt

NATIONAL RV: Hires Omni Management as Claims and Noticing Agent
NATIONAL RV: Committee Taps Pachulski Stang as Counsel
OCEANIA CRUISES: S&P Lifts Rating to 'B+' on Strong 2007 Results
OFFICEMAX INC: Brian Cornell Resigns as Member of the Board
OMNOVA SOLUTIONS: Earns $3.7 Million in 4th Quarter Ended Nov. 30

OTTO BEYER: Case Summary & 24 Largest Unsecured Creditors
OWNIT MORTGAGE: Moody's Places Ratings of Six Tranches on Watch
PACKAGING DYNAMICS: S&P Puts B+ Corporate Rating on Negative Watch
PALM INC: To Close More Than 30 Stores Amid Fierce Competition
PATSY CATANZARETI: Case Summary & Nine Largest Unsecured Creditors

PEABODY ENERGY: Inks Investment Contract with GreatPoint Energy
PERFORMANCE TRANSPORT: Lenders Objects to Black Diamond DIP Fund
PERFORMANCE TRANSPORTAION: Wells Fargo Balks at DIP Financing
PERFORMANCE TRANSPORTATION: Wants DIP Loan Objections Overruled
POPE & TALBOT: Obtains Additional Waivers to DIP Agreement

POPE & TALBOT: PwC Reports Completion of Sale of 3 Surplus Lands
PRC LLC: Court Approves $30 Million DIP Financing
PRC LLC: Court Okays Use of Lenders' Cash Collateral
PRC LLC: Wants to Employ Weil Gotshal as Bankruptcy Counsel
RAMP TRUST: S&P Cuts Ratings on 61 Classes on Adverse Performance

RAPID LINK: Recurring Losses Cue KBA to Raise Going Concern Doubt
RITCHIE (IRELAND): DIP Financing Upped to $4.5 Million
ROBERT MILLS: Voluntary Chapter 11 Case Summary
SAN PASQUAL: Moody's Retains B2 Corporate Family Rating
SECURUS TECH: Limited Liquidity Prompts S&P to Chip Ratings to B-

SMARTIRE SYSTEMS: Sells Second Convertible Debenture
STRUCTURED ADJUSTABLE: S&P Slashes Rating on Class M2 to B from A
STRUCTURED ASSET: Class M-2 Obtains Moody's Junk Rating
STRUCTURED ASSET: Moody's Downgrades Ratings on 28 Certificates
STRUCTURED ASSET: S&P Junks Rating on Class M2 Certificates

TECHALT INC: Inks Merger Agreement to Acquire EV Parts
THEODORE BUTLER: Case Summary & Six Largest Unsecured Creditors
TODD PITNER: Case Summary & Three Largest Unsecured Creditors
TOWERS OF CHANNELSIDE: Lender Refuses Credit; Files for Bankruptcy
TYSON FOODS: To Cut Workforce at Emporia Plant by More Than 50%

TYSON FOODS: To Get $4.5 Mil. from Derivative Lawsuit Settlement
US DRY CLEANING: Director Martin Brill Buys 61,539 Shares of Stock
US DRY CLEANING: Squar Milner Raises Going Concern Doubt
US ENERGY: Stockholders' Special Meeting Scheduled Today at Noon
US WASTE: 5 Years of Low Performance Cues Complete Restructuring

WICHITA BRENTWOOD: S&P Changes Outlook to Stable; Holds B Rating

* California Default Notices Highest in 15 Years, DataQuick Says
* Chapter 13 and 7 Filings in New Hampshire Surge in 2007
* Surge in Iowa's Bankruptcies May Continue Over Economic Crisis

* Fitch Says Commercial Paper Market Will Face Challenging Outlook
* S&P Downgrades Ratings on 93 Classes from 35 Subrpime RMBS

* Large Companies with Insolvent Balance Sheets



                             *********

ACE SECURITIES: Moody's Junks Rating on Class M-9 Certificates
--------------------------------------------------------------
Moody's Investors Service has downgraded the rating of ACE
Securities Corp. Home Equity Loan Trust, Series 2007-HE5, Class
M-9.  The collateral backing this class consists of primarily
first lien, fixed and adjustable-rate, subprime mortgage loans.

Moody's has applied its published methodology updates to the non
delinquent portion of the transaction.  Collateral backing this
transaction is also experiencing higher than anticipated rates of
delinquency, foreclosure, and REO in the underlying collateral
relative to credit enhancement levels.

Issuer: ACE Securities Corp. Home Equity Loan Trust,
Series 2007-HE5

  -- Cl. M-9, Downgraded to Ca, previously Baa3.


AMERICAN HOME: Can Abandon HELOC Mortgage Loans Servicing Rights
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized American Home Mortgage Investment Corp. to abandon
their HELOC Mortgage Loans servicing rights, effective as of
Feb. 1, 2008, under the 2004-4 Servicing Agreement.  

The Court also lifted the automatic stay imposed to permit GMAC
LLC and the parties to the 2004-4 HELOC Servicing Agreements to
take all necessary actions to transfer the rights and
responsibilities of the Debtors to service the HELOC Mortgage
Loans to GMAC.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, contended that the abandonment of
the HELOC Servicing Rights is warranted under Sections 105 and
554(a) of the Bankruptcy Code.  

He disclosed that the Debtors estimate that by March 15, 2008,
they will lose money for servicing  the HELOC Mortgage Loans.  
Hence, the Debtors determined that the obligations and expenses
related to the HELOC Servicing Rights are unnecessary
administrative burden on, and are of inconsequential value to the
bankruptcy estates.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage  
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for
chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos.
07-11047 through 07-11054).  James L. Patton, Jr., Esq., Joel A.
Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway,
Stargatt & Taylor LLP represent the Debtors.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
LLP as its counsel.  As of March 31, 2007, American Home
Mortgage's balance sheet showed total assets of $20,553,935,000,
total liabilities of $19,330,191,000.  The Debtors' exclusive
period to file a plan expires on March 3, 2008.  (American Home
Bankruptcy News, Issue No. 23, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Court Approves Fifth Amendment to AH Mortgage APA
----------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the
District of Delaware to enter into and perform all their
obligations under a fifth amendment to the Asset Purchase
Agreement between them and AH Mortgage Acquisition Co. Inc.

The Fifth Amendment provides for: (i) the entry of into an
employment agreement between American Home Mortgage Servicing
Inc., and David M. Friedman, (ii) the assignment of the
Employment Agreement to AHM Acquisition.

The Fifth Amendment specifically provides that the Employment
Agreement will be deemed (i) part of the loan servicing
business, (ii) to be a purchased asset, and (iii) an assumed
contract.  In addition, the liabilities incurred under the
Employment Agreement will be deemed assumed liabilities.

Mr. Friedman is the executive vice president of AHM
Servicing and is running the the Debtors' servicing business.  
The Debtors said that Mr. Friedman's skills, experience with the
company, and familiarity with the industry are critical to
maintaining the Servicing Business and successfully transitioning
the Servicing Business from the Debtors to AHM Acquisition.  

Accordingly, the Debtors have agreed that he should continue to
be employed by the Debtors, and eventually with AHM Acquisition,
upon the terms and conditions set in the Employment Agreement.  

The Hon. Christopher Sontchi has authorized the Debtors to enter
into the Employment Agreement.  The Court also granted the
parties' request that the Agreement be filed under seal, and be
not be made available to anyone, except for the Court, the Office
of the U.S. Trustee, and counsel to the Official Committee of
Unsecured Creditors, the Administrative Agent, AHM Acquisition and
the DIP Lenders.

Judge Sontchi noted that if the final closing of the sale does
not occur within a year after the effective date of the
Employment Agreement, AHM Servicing must obtain a further order
from the Court before making certain payments specified under the
Agreement.

If the Court's order is reversed, modified or vacated, that
disposition will not impair, release or affect the validity of
any rights granted to the parties under the Fifth Amendment prior
to the reversal or modification.

                         About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage  
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for
chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos.
07-11047 through 07-11054).  James L. Patton, Jr., Esq., Joel A.
Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway,
Stargatt & Taylor LLP represent the Debtors.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
LLP as its counsel.  As of March 31, 2007, American Home
Mortgage's balance sheet showed total assets of $20,553,935,000,
total liabilities of $19,330,191,000.  The Debtors' exclusive
period to file a plan expires on March 3, 2008.  (American Home
Bankruptcy News, Issue No. 23, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Can Destroy Duplicate Copies of Unfunded Loan Files
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized American Home Mortgage Investment Corp. to immediately
abandon and destroy only those duplicate hard copy loan files for
loans, which the Debtors did not fund, and in a manner consistent
with the standard set forth in Section 682.3(a) of the Commercial
Practices of the Code of Federal Regulations, which provides for
the proper disposal of consumer report information and records.  

Judge Christopher Sontchi said that the Debtors will be exempt
from any other inconsistent federal, state laws or regulations,
including with respect to the disposal or retention of non-public
consumer information.

The Court also held that the Debtors may expend resources of the
bankruptcy estates for the disposal of the loan files.

The Court did not rule on the request in its entirety.  Judge
Sontchi will commence a hearing on Feb. 1, 2008, at 11:00 a.m., to
consider other items requested by the Debtors.

Prior to the partial ruling on the request, Countrywide Bank,
FSB, formerly Countrywide Bank, N.A., and Countrywide Home Loans
Inc., informed the Court that they are currently working with the
Debtors for a consensual resolution of issues relating to the
request, and to confirm that none of the original mortgage files
and mortgage loan documents will be destroyed.  Hence, Countrywide
asked the Court to deny the request to the extent it seeks fees to
return Countrywide's property, or provides for the property's
destruction.

                      About American Home

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage  
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for
chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos.
07-11047 through 07-11054).  James L. Patton, Jr., Esq., Joel A.
Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway,
Stargatt & Taylor LLP represent the Debtors.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
LLP as its counsel.  As of March 31, 2007, American Home
Mortgage's balance sheet showed total assets of $20,553,935,000,
total liabilities of $19,330,191,000.  The Debtors' exclusive
period to file a plan expires on March 3, 2008.  (American Home
Bankruptcy News, Issue No. 23, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN LAFRANCE: Files for Bankruptcy in Delaware
---------------------------------------------------
American LaFrance LLC has filed a voluntary petition for relief
under Chapter 11 of the U.S. bankruptcy code in the United States
Bankruptcy Court for the District of Delaware.

The company disclosed will request approval of $50 million in
debtor-in-possession financing from its pre-bankruptcy lenders.  
The company will continue to operate its manufacturing facilities
and provide repair services as a debtor-in-possession.  The
company has retained William K. Snyder, a Managing Partner with
CRG Partners Group, LLC, as Chief Restructuring Officer.

The company will shortly file a Plan of Reorganization along with
a motion for sale under Section 363 of the bankruptcy code in case
the Plan of Reorganization is not approved.  It is anticipated
that the reorganization process will be completed in less than 90
days, at which time the Company will emerge from bankruptcy with
ample liquidity for ongoing operations and a more viable debt
structure.  The company will file motions to honor customer
warranties and employee wages, among other relief.  The company
intends to honor its obligations to supply vehicles that are
supported by performance bonds.

ALF's Chapter 11 filing is the result of several factors,
including significant operational difficulties encountered upon
the separation of ALF's business from the business of ALF's former
parent, Freightliner LLC.  To address these operational problems
and to fund general operating expenses, ALF has incurred
approximately $150 million in secured debt since the business was
purchased from Freightliner LLC.

American LaFrance LLC, through its predecessor entities, is one of
the oldest fire, rescue, and EMS vehicle manufacturers in the
United States, dating back to the its founding in 1832.  The
Company operates 8 manufacturing/servicing facilities and two
company-owned vehicle dealerships.


AMERICAN LAFRANCE: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: American LaFrance, L.L.C
        1090 Newton Way
        Summerville, SC 29483

Bankruptcy Case No.: 08-10178

Type of Business: The Debtor manufactures a variety of emergency
                  vehicle equipment, including fire trucks,
                  tankers, ambulances, aerial ladders, fire pumps,
                  and fire rescue boats.  It serves markets in the
                  U.S. and Canada through six regional sales
                  offices.  Some of its fire and rescue vehicles
                  have served their communities for up to 30
                  years.  Once a subsidiary of DaimlerChrysler's
                  Freightliner (now Daimler Trucks North America),
                  DaimlerChrysler sold it to private equity firm
                  Patriarch Partners for an undisclosed sum late
                  in 2005.  See http://www.americanlafrance.com/

Chapter 11 Petition Date: January 28, 2008

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtor's Counsel: Christopher A. Ward, Esq.
                  Klehr, Harrison, Harvey, Branzburg & Ellers,
                  L.L.P.
                  919 North Market Street, Suite 1000
                  Wilmington, DE 19801
                  Tel: (302) 552-5512
                  Fax: (302) 426-9193

Total Assets: $100 Million to $500 Million

Total Debts:  $100 Million to $500 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
A.C.E.-U.S.A.                  letters of credit     $18,200,000
A.C.E. Bond Services           associated with
                               performance and/or
                               bid bonds; value of
                               security: $26,374,756

Freightliner, L.L.C.                                 $10,578,000

Patriach Partners Asset        trade payable         $7,349,371
Services
227 West Trade Street,
Suite 1400
Charlotte, NC 28202

Warranty Claims                warranty reserve for  $7,105,000
                               for vehicles
                               delivered within the
                               last year
Traveler's Casualty & Surety   letters of credit     $2,850,000
                               associated with
                               performance and/or
                               bid bonds; value of
                               security: $4,947,000

Pneu-Mech Systems              trade payable         $2,631,962
Manufacturing, Inc.
201 Pneu-Mech Drive
Statesville, NC 28625

Allison Transmission, Inc.     trade payable         $2,214,529
P.O. Box 894
Indianapolis, IN 46206

Cananwill, Inc.                trade payable         $2,205,261
1000 Milwaukee Avenue
Glenview, IL 60025

Various Employees              accrued vacation      $1,455,334

Class 1, Inc.                  customer deposit      $1,129,577
5794 Collection Drive
Chicago, IL 60693

I.B.M. Corp.                   trade payable         $840,092
P.O. Box 643600
Pittsburgh, PA 15264-3600

A.M.E., Inc.                   trade payable         $725,132
P.O. Box 909
Fort Mill, SC 29716-0909

Hale Products, Inc.            trade payable         $714,339
P.O. Box 98548
Chicago, IL 60693

I.B.M. Corp.                   trade payable         $707,800
P.O. Box 534151
Atlanta, GA 30353-4151

Clay County                    customer deposit      $629,360
Kenneth Stach
4383 State Route 31
Clay, NY 13041

O.F.A.B., Inc.                 trade payable         $627,380
2817 Northwest 8th Place
Ocala, FL 34475

E.N.A.P. Grupo de Empresas     customer deposit      $598,376
Herman P. Zumarana
Avenue Borgono 25777, Concon
Chile

Jedburg Industrial Property 1  trade payable         $571,518
P.O. Box 3524
Spartanburg, SC 29304

Rehoboth Beach, V.F.C.         customer deposit      $528,761
Leonard Tylecki, Comm. Chair
P.O. Box 327,
219 Rehoboth Avenue
Rehoboth Beach, DE 19971


ASHTON WOODS: S&P Retains 'B+' Rating; Alters Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit ratings on Ashton Woods USA LLC and its subsidiary, Ashton
Woods Finance Co.  At the same time, S&P affirmed its 'B-' rating
on the company's $125 million senior subordinated notes.

Concurrently, S&P revised its outlook on Ashton Woods to negative
from stable.
      
"The outlook revision reflects our expectation that the deepening
housing market downturn will pressure Ashton Wood's key credit
metrics and potentially reduce currently adequate liquidity," said
creditanalyst George Skoufis.  "In addition, the recently
announced departure of the company's chief financial officer could
potentially place more demands on an already lean management team.   
The affirmed ratings acknowledge the company's smaller, less-
diversified platform.  These weaknesses, however, are currently
offset by consistent and prudent inventory management and a
moderate leverage profile."
     
S&P expects market conditions to remain challenging through 2008
and into 2009, which will pressure Ashton Woods' smaller platform
and weigh on key credit measures and the company's ability to
generate cash and preserve liquidity.  Near-term positive rating
actions are unlikely due to the currently challenging homebuilding
environment.  If the company is unable to preserve its currently
adequate liquidity and/or faces additional covenant pressure, S&P
will lower the ratings.


ASSET BACKED: S&P Puts Default Rating on 2002-HE1 Class B Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 15
classes of asset-backed pass-through certificates issued by nine
Asset Backed Securities Corp. Home Equity Loan Trust deals.  S&P
removed three of the lowered ratings from CreditWatch with
negative implications.  In addition, S&P placed the ratings on 12
classes from these and another two deals on CreditWatch with
negative implications.  Concurrently, S&P affirmed its ratings on
the remaining 78 classes from 11 transactions.
     
The downgrades reflect an increasing amount of severe
delinquencies (90-plus days, foreclosures, and REOs) and a
reduction in credit enhancement as a result of monthly realized
losses.  As of the December 2007 remittance date, cumulative
realized losses, as a percentage of the original pool balances,
ranged from 0.90% (series 2005-HE6) to 4.17% (series 2001-HE1).   
Severe delinquencies, as a percentage of the current pool
balances, ranged from 11.50% (series 2003-HE2) to 31.66% (series
2001-HE1).  
     
Losses for the transactions issued between 2001 and 2004 have
outpaced excess interest over the past six months by an average of
2.4x (series 2001-HE1), 3.77x (series 2002-HE1), 1.4x (series
2003-HE2), 1.7x (series 2003-HE3), and 2.45x (series 2004-HE3).
     
Current severe delinquencies for the transactions issued in 2005
exceed available overcollateralization by 6.37x (series 2005-HE1),
3.93x (series 2005-HE2), 4.68x (series 2005-HE3), 4.61x (series
2005-HE4), 10.09x (series 2005-HE5), and 4.41x (series 2005-HE6).   
S&P placed its ratings on 12 classes from the 2005 vintage on
CreditWatch negative because many of the losses relative to the
increasing severe delinquencies have not been realized yet.  S&P
will continue to monitor these classes and will take further
rating actions if projected credit enhancement continues to erode.   
S&P removed its ratings on three classes from CreditWatch negative
because S&P downgraded them to 'B' or 'CCC'.
     
The affirmations reflect sufficient credit enhancement levels
available to support the current ratings.  The classes with
affirmed ratings have actual and projected credit support
percentages that are in line with their original levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral for these
series originally consisted primarily of fixed- and adjustable-
rate mortgage loans secured by first and second liens on one- to
four-family residential properties.

                         Ratings Lowered

       Asset Backed Securities Corp. Home Equity Loan Trust
              Asset-Backed Pass-Through Certificates

                                       Rating
                                       ------
          Series        Class         To    From
          ------        -----         --    ----
          2001-HE1      M2            BBB-  A
          2002-HE1      M2            B     BBB
          2002-HE1      B             D     CCC
          2003-HE3      M4            BB-   BBB
          2004-HE3      M4            BB    BBB+
          2004-HE3      M5            B+    BBB
          2004-HE3      M6            B     BBB-
          2004-HE3      M7            CCC   BB+
          2005-HE1      M11           CCC   B
          2005-HE3      M11           CCC   BB
          2005-HE5      M12           CCC   B
          2005-HE6      M11           CCC   B

        Ratings Lowered and Removed From CreditWatch Negative

        Asset Backed Securities Corp. Home Equity Loan Trust
                Asset-Backed Pass-Through Certificates

                                          Rating
                                          ------
             Series        Class         To    From
             ------        -----         --    ----
             2001-HE1      B             CCC   B/Watch Neg
             2003-HE2      M5            B     BB/Watch Neg
             2003-HE3      M5            B     BB/Watch Neg
  
               Ratings Placed on CreditWatch Negative

        Asset Backed Securities Corp. Home Equity Loan Trust
                Asset-Backed Pass-Through Certificates
   
                                           Rating
                                           ------
        Series        Class         To              From
        ------        -----         --              ----
        2005-HE1      M9            BBB-/Watch Neg  BBB-
        2005-HE1      M10           BB+/Watch Neg   BB+
        2005-HE2      M7            BBB-/Watch Neg  BBB-
        2005-HE2      M8            BB+/Watch Neg   BB+
        2005-HE3      M9            BBB-/Watch Neg  BBB-
        2005-HE3      M10           BB+/Watch Neg   BB+
        2005-HE4      M11, M12      BB/Watch Neg    BB
        2005-HE5      M9            BBB/Watch Neg   BBB
        2005-HE5      M10           BBB-/Watch Neg  BBB-
        2005-HE5      M11           BB/Watch Neg    BB
        2005-HE6      M8            BBB/Watch Neg   BBB

                        Ratings Affirmed

      Asset Backed Securities Corp. Home Equity Loan Trust
            Asset-Backed Pass-Through Certificates

            Series       Class                Rating
            ------       -----                ------
            2001-HE1     M1                   AAA
            2002-HE1     M1                   AA
            2003-HE2     M1                   AA
            2003-HE2     M2                   A
            2003-HE2     M3                   A-
            2003-HE2     M4                   BBB
            2003-HE3     M1                   AA
            2003-HE3     M2                   A
            2003-HE3     M3                   A-
            2004-HE3     M1                   AA
            2004-HE3     M2                   A
            2004-HE3     M3                   A-
            2005-HE1     M1                   AA+
            2005-HE1     M2                   AA
            2005-HE1     M3                   AA-
            2005-HE1     M4                   A+
            2005-HE1     M5                   A
            2005-HE1     M6                   A-
            2005-HE1     M7                   BBB+
            2005-HE1     M8                   BBB
            2005-HE2     M1                   AA
            2005-HE2     M2                   AA-
            2005-HE2     M3                   A
            2005-HE2     M4                   A-
            2005-HE2     M5                   BBB+
            2005-HE2     M6                   BBB
            2005-HE3     A1, A2B, A4, A5      AAA
            2005-HE3     M1                   AA+
            2005-HE3     M2                   AA
            2005-HE3     M3                   AA-
            2005-HE3     M4                   A+
            2005-HE3     M5                   A
            2005-HE3     M6                   A-
            2005-HE3     M7                   BBB+
            2005-HE3     M8                   BBB
            2005-HE4     A1, A2, A2A, A2B     AAA
            2005-HE4     M1                   AA+
            2005-HE4     M2                   AA
            2005-HE4     M3                   AA-
            2005-HE4     M4                   A+
            2005-HE4     M5                   A
            2005-HE4     M6                   A-
            2005-HE4     M7                   BBB+
            2005-HE4     M8                   BBB
            2005-HE4     M9                   BBB-
            2005-HE4     M10                  BB+
            2005-HE5     A1, A1A, A2, A2A     AAA
            2005-HE5     M1                   AA+
            2005-HE5     M2, M3               AA
            2005-HE5     M4                   AA-
            2005-HE5     M5                   A+
            2005-HE5     M6                   A
            2005-HE5     M7                   A-
            2005-HE5     M8                   BBB+
            2005-HE6     A1, A1A, A2B, A2C    AAA
            2005-HE6     A2D                  AAA
            2005-HE6     M1                   AA+
            2005-HE6     M2                   AA
            2005-HE6     M3                   AA-
            2005-HE6     M4                   A+
            2005-HE6     M5                   A
            2005-HE6     M6                   A-
            2005-HE6     M7                   BBB+
            2005-HE6     M9                   BB
            2005-HE6     M10                  B


ATOM INTERMEDIATE: Moody's Puts Ba2 Ratings on Proposed Facilities
------------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to the proposed
senior secured credit facilities of Atom Intermediate Holdings,
Inc., an acquisition vehicle intended to purchase Axcan Pharma
Inc.  Moody's also assigned a B3 long-term debt rating to Atom
Intermediate's proposed $275 million of senior unsecured notes.  
Concurrently Moody's assigned a B1 Corporate Family Rating to Atom
Intermediate.  The outlook for the ratings is stable.

The ratings were assigned in connection with the all-cash
acquisition of Axcan by TPG Capital through a combination of
equity and debt financing.  Proceeds from the proposed Ba2-rated
$350 million term loan B and the B3-rated $275 million senior
unsecured notes, along with about $470 million in equity and,
also, cash on hand will be used to purchase 100% of the equity of
Axcan, refinance a small amount of existing debt and pay expenses
associated with the transaction.  The Ba2-rated $125 million
revolver includes a sub-facility for letters of credit.  At
closing, the revolver is expected to be undrawn.  The bank
facilities include a $75 million accordion feature.

The ratings are constrained by a relatively high level of pro
forma financial leverage as of the Sept. 30, 2007 fiscal year end,
which is in line with the B1 Corporate Family Rating; the ratings
are also constrained by the lack of patent protection on the
company's main products and the likelihood of near term generic
competition with respect to Urso, which forms a significant
percentage of the company's revenues.  In addition, Axcan's small
revenue base, current dependence on four product groups and the
uncertain growth prospects of drugs currently in Axcan's pipeline
are significant credit risks.

Nonetheless, the ratings reflect Axcan's prominent market position
in the gastroenterology field and its success in growing market
share in individual branded drugs in recent years.  

Notwithstanding ongoing pressure from payors globally, the ratings
also benefit from continuing above-inflation trends with respect
to prescription medication pricing.

Moody's assigned these ratings:

  -- Corporate Family Rating, rated B1;

  -- Probability of Default Rating, rated B1;

  -- $125 million senior secured revolving credit facility due
     2014, rated Ba2 (LGD 2, 26%);

  -- $350 million senior secured term loan B due 2015, rated Ba2
     (LGD 2, 26%);

  -- $275 million senior unsecured notes due 2016, rated B3
     (LGD 5, 81%);

The ratings outlook is stable.

Moody's also assigned a Speculative Grade Liquidity Rating of SGL
2 to Atom Intermediate.  The ratings of Atom Intermediate will be
transferred to the continuing entity, which will be the borrower
under the credit facilities and issuer of the notes.

Axcan Pharma Inc., based in Mont St-Hilaire, Quebec, is a
specialty pharmaceutical company concentrating in the field of
gastroenterology with operations in North America and Europe.   
Axcan had revenue of approximately $349 million for the fiscal
year ended Sept. 30, 2007.


AVIS BUDGET: S&P Puts BB+ Rating on Negative CreditWatch
--------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Avis
Budget Group Inc., including the 'BB+' corporate credit rating, on
CreditWatch with negative implications.
      
"The CreditWatch listing reflects concerns regarding refinancing
risk, the effect of a weaker economy, and potential asset
impairments after several announcements made by Avis Budget [the
parent of the Avis and Budget car rental brands]," said Standard &
Poor's credit analyst Betsy Snyder.
     
At Sept. 30, 2007, Parsippany, New Jersey-based Avis Budget had
approximately $2.5 billion of asset-backed vehicle debt due within
the next year.  The company has already repaid a portion from an
increase in its principal asset-backed bank conduit facility that
was increased in October 2007 to $1.5 billion from $1 billion.  It
is also in the process of increasing its seasonal vehicle-backed
bank facility, which it expects to close by the end of February
2008.  However, under current capital market conditions, Avis
Budget may find it more difficult to achieve this goal.
     
The weakening U.S. economy could pressure the company's revenues
and earnings in 2008.  The company has indicated it expects its
2008 revenues, EBITDA, and pretax income, excluding unusual items,
to increase over 2007.  However, these expectations could prove to
be optimistic, especially if airline traffic, from which the
company derives a major portion of its business (the on-airport
sector), weakens significantly.  Like other car rental companies,
Avis Budget has the ability to reduce its fleet if market
conditions warrant, but weaker used car prices could hurt the
company's results.  Avis Budget, similar to other industry
participants, has increased the percentage of risk vehicles in its
fleet to about 50%.  Unlike vehicles covered under manufacturer
repurchase programs, there is residual risk associated with these
vehicles upon their sale.  A significant reduction in vehicles by
car rental companies to meet weaker demand could exacerbate the
decline in used vehicle prices in a prolonged weak used car
market.
     
Finally, the company announced it would be required to record a
substantial one-time noncash charge for goodwill impairment in the
fourth quarter of 2007, based on a reconciliation of its current
equity market capitalization to shareholders' equity, rather than
recent results or longer term expectations.  The company has
indicated it does not expect this charge to affect any of its
borrowing arrangements.
     
Standard & Poor's will assess the progress of the refinancing,
consider the credit effect of the weaker economy, and evaluate
potential asset impairments over the next few months to resolve
the CreditWatch.  If the company is unsuccessful in its
refinancing, S&P would likely lower ratings.  S&P's evaluation
will also focus on the company's expected financial performance in
a more difficult economic environment.


BANKUNITED FIN'L: Rapid Credit Decline Cues Fitch to Cut Ratings
----------------------------------------------------------------
Fitch Ratings has downgraded these ratings of BankUnited Financial
Corporation:

  -- Long-term Issuer Default Rating to 'BB' from 'BB+';
  -- Senior debt to 'BB' from 'BB+';
  -- Individual rating to 'C/D' from 'C'.

In addition, these ratings were affirmed:

  -- Short-term IDR at 'B';
  -- Support rating at '5';
  -- Support floor at 'NF'.

Fitch has revised the Rating Outlook to Negative from Stable.  

The downgrade reflects BKUNA's rapid credit deterioration
particularly evident in the sharp rise in non-performing assets
during the period to levels beyond Fitch's expectation.  BKUNA
reported a $25.5 million net loss for the fiscal first quarter
ended Dec. 31, 2007 driven mainly by the significant rise in
provisions and continued margin compression.  Asset quality has
been hampered by the rise in delinquencies within its Option ARM
portfolio, particularly loans with 2006 vintages.  The worsening
asset quality metrics prompted the company to boost provisions by
$65 million to $117.7 million for the period, compared to $58.6
million the previous quarter.  During the quarter, non-performing
loans jumped to 3.05% of total loans mainly from substantial
increases in delinquencies from the company's Option ARMs
portfolio.  Mitigating factors are BKUNA's present solid capital
position, stable funding, and liquidity sources.  Limited revenue
diversity, loan product and geographic concentration, and a
significant level of parental debt are rating constraints.

Fitch notes BKUNA has always underwritten loans to the fully
amortized rate as well as requiring mortgage insurance for loans
originated with loan to value's above 80%. Loans with 2006 and
2007 vintages comprise 57% of the residential portfolio.  
Respectively, 30% and 25% of these loans have mortgage insurance
provided by financial guarantors.  Option ARM loans account for
70% of total loans.  To date, charge-off levels have remained low
at $6 million for the quarter.  Foreclosures increased to
$46 million compared to $33 million in the previous period.

The Negative Outlook reflects Fitch's view of the extreme
deterioration nationally, in particular mortgage loan vintages and
the resultant losses, largely attributable to the weak housing
market.  BKUNA could experience further pressures on earnings and
asset quality given these conditions and the composition of the
loan portfolio.  Currently, capital levels remain adequate;
however, if asset quality continues to deteriorate at the present
pace, capital could be affected further.

The company has announced steps to strategically reposition the
business model such as staff reductions, closure of loan
production offices, and a diversification of its business mix.  
BKUNA could face challenges to grow its commercial lending area
given the significant competition serving this market.  Fitch
would revisit the Negative Outlook should BKUNA successfully
execute its strategic goals and stabilize its credit and
profitability metrics.

Fitch has downgraded these ratings and revised the Outlook to
Negative:

BankUnited FSB

  -- Long-term IDR to 'BB' from 'BB+';
  -- Long-term deposits to 'BB+' from 'BBB-';
  -- Short-term deposits to 'B' from 'F3';
  -- Individual to 'C/D' from 'C';

BankUnited Statutory Trust VIII, IX, XI, XII

  -- Preferred stock to 'B+' from 'BB-';

BUFC Statutory Trust VII, X
  -- Preferred stock to 'B+' from 'BB-';

Fitch has affirmed these and revised the Outlook to Negative:

BankUnited FSB

  -- Short-term IDR at 'B';
  -- Support at '5;
  -- Support Floor at 'NF'.


BANKUNITED TRUST: Moody's Downgrades Rating on Three Tranches
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three tranches
from BankUnited Trust 2005-1.  The collateral backing these
classes consists of primarily first lien, adjustable-rate negative
amortizing Alt-A mortgage loans.

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

Complete rating action are:

Issuer: BankUnited Trust 2005-1

  -- Cl. B-3, Downgraded to Baa3, previously Baa2,
  -- Cl. B-4, Downgraded to B1, previously Ba2,
  -- Cl. B-5, Downgraded to Caa1, previously B2.


BAUSCH & LOMB: Names Gerald M. Ostrov as Chairman and CEO
---------------------------------------------------------
Bausch & Lomb Inc. has named Gerald M. Ostrov as chairman and
chief executive officer, effective immediately.  Most recently,
Mr. Ostrov was company group chairman, Worldwide Vision Care, for
Johnson & Johnson, where he led the company's global Vision Care
businesses from 1998 to 2006.

Current Chairman and CEO Ronald L. Zarrella, 58, will retire in
March and serve as chairman emeritus.

"It has been a privilege to serve as Bausch & Lomb's chairman and
CEO since 2001," Mr. Zarrella said.  "Working with thousands of
highly talented employees worldwide, we were able to grow every
aspect of the company while enhancing its reputation as the
world's premier eye health brand.  Jerry has extensive experience
in ophthalmic businesses and consumer marketing, and is the ideal
leader to take Bausch & Lomb into a new era of growth."

Mr. Ostrov, 58, first joined Johnson & Johnson in 1976, before
leaving for Ciba-Geigy AG in 1982.  He was named president, Ciba
Consumer Pharmaceuticals, in 1985.  In 1991, he returned to
Johnson & Johnson as president of its Personal Products business,
and then became company group chairman for its North American
Consumer and Personal Care businesses.

"It's an honor to lead Bausch & Lomb into a growth period, one
that we believe will be marked by considerable success across the
vision care, pharmaceutical and surgical businesses," Mr. Ostrov
said.  "I'm impressed by the passion of the company's employees,
and its strong relationships with industry partners and customers.  
We're going to build upon an unparalleled 155-year-old foundation
of trust and innovation."

"Warburg Pincus' commitment to a long-term investment horizon, and
the collaborative relationship it has quickly built with Bausch &
Lomb, is empowering the company to grow, Mr. Ostrov continued.  
"[The] eyeonics acquisition announcement is testament to our
positive momentum."

"We thank Ron for his dedication to Bausch & Lomb," Elizabeth H.
Weatherman, a Warburg Pincus managing director and member of the
Bausch & Lomb Board of Directors, commented.  "He was instrumental
in growing all aspects of the business, in leading the company
through the 2006 recall, and then reestablishing widespread
momentum -- an element vital for the organization's continued
success.  Jerry's extraordinary knowledge of the eye health
industry will be instrumental as he leads Bausch & Lomb into an
extended period of growth."

Mr. Ostrov holds an M.B.A. from Harvard University and a B.S.
degree in industrial engineering and operations research from
Cornell University.

                      About Bausch & Lomb

Headquartered in Rochester, New York, Bausch & Lomb Inc. (NYSE:
BOL) -- http://www.bausch.com/-- is an eye health company whose
core businesses include soft and rigid gas permeable contact
lenses and lens care products, and ophthalmic surgical and
pharmaceutical products.  Founded in 1853, the company employs
more than 13,000 people worldwide and its products are available
in more than 100 countries.

                          *     *     *

Bausch & Lomb Inc. still carries Moody's Investors Service 'B2'
corporate family, 'B1' bank loan debt, 'Caa1' senior unsecured
debt, and 'B2' probability of default ratings, which were last
placed on Oct. 5, 2007.


BAUSCH & LOMB: Intention to Buy Eyeonics Won't Affect S&P's Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that its rating on Bausch
& Lomb Inc. (B+/Stable/--) is not affected by its intention to
acquire Eyeonics Inc.  S&P's analysis of the company's financial
profile after the acquisition by Warburg Pincus incorporated some
cushion for debt-financed acquisitions.  In addition, the
indication of EBITDA for 2007 exceeds S&P's expectations for the
year and, as a result, 2007 debt to EBITDA should be more
favorable than anticipated.  Notwithstanding these factors, the
acquisition may not be accretive in the near term given its
(publicly undisclosed) cost.
     
From a business perspective, eyeonics' crystalens intraocular lens
will complement the company's portfolio of monofocal IOLs;
currently, Bausch & Lomb is the only major player in the IOL
market (Advanced Medical Optics Inc. and Alcon both offer
multifocal IOLs) without a premium IOL.  The crystalens U.S. IOL
market share is estimated at about 30%.


BEATY CORP: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: The Beaty Corporation
        aka Beaty Construction Co., LLC
        135 Goshen Extension, Suite 112
        Rincon, GA 31326

Bankruptcy Case No.: 08-40139

Chapter 11 Petition Date: January 25, 2008

Court: Southern District of Georgia (Savannah)

Judge: Lamar W. Davis Jr.

Debtor's Counsel: J. Michael Hall, Esq.
                  P.O. Box 647
                  Statesboro, GA 30459
                  Tel: (912) 489-2831

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Service                               $1,466,000
Bankruptcy Division
401 West Peachtree Street
Northwest, Stop 334-D
Atlanta, GA 30308-3539

BB&T                             Copperfield Estates     $260,244
7 East Congress Street
Suite 104
Savannah, GA 31406

Georgia Department of Revenue                            $250,000
P.O. Box 105499
Atlanta, GA 30308

Darby Bank & Trust Co.           Foreclosure              $31,754
                                 Deficiency

William Bros. Lumber Co.                                  $18,656

Lisa Wright - Effingham City    Lot 16                     $5,745
Tax Commissioner
                                Lot 15                     $6,944

                                Lot 14                     $4,876

Mark C. Batchelor and           Foreclosed Property      $208,000
Michelle E. Batchelor                                    Secured:
                                                         $200,000

Weiner Shearhouse Weitz                                    $6,316
Greenberg

Chatham County Tax               107 Horizon Park          $5,360

Georgia Power                                              $5,039

First Bank Mortgage              Real Estate              $84,256
                                                         Secured:
                                                          $80,000

Yates-Astro                                                $3,499

Progressive Express                                        $3,223

Sears                                                      $3,094

Environmental Waterworks, Inc.                             $2,949

City of Savannah                 107 Horizon Park          $2,813
Department of Revenue

Dewitt Cook & Associates Inc.                              $2,500


BELL MICROPRODUCTS: Has Until March 17 to Comply with Nasdaq
------------------------------------------------------------
Bell Microproducts Inc. has received the decision of the board of
directors of The Nasdaq Stock Market LLC granting the company
until March 17, 2008, to become compliant with the NASDAQ's filing
requirement.

The company's common stock continues to trade on the Nasdaq Global
Market under the symbol "BELM," however, after March 17, 2008,
NASDAQ has informed the company that if the company has not
achieved compliance by that date, the company's securities will be
suspended from trading at the opening of business on March 19,
2008, and a Form 25 will be filed with the SEC to effect the
delisting of the company's common stock.

Under instruction from a special committee of the company's board
of directors, the company, together with outside accounting
consultants, is working to review certain historical accounting
practices regarding reserves, accruals and estimates and determine
if adjustments are required, and if so, the amounts thereof.

The special committee intends to review the results of the
company's work when it is completed, conduct additional procedures
as part of its ongoing review, and report the special committee's
final conclusions regarding the causes and responsibility for the
reported errors in accounting practices. At that time, the special
committee will determine if additional remedial actions or
disclosures are required.

The company relates that, due to the scope of the work to be
completed, it will be difficult to achieve compliance with
NASDAQ's requirements by March 17, 2008, and therefore no
assurances can be given that the company's common stock will
remain listed after that date.

                    About Bell Microproducts

Headquartered in San Jose, California, Bell Microproducts Inc.
(Nasdaq: BELM) -- http://www.bellmicro.com/-- is an        
international, value-added distributor of high-tech products,
solutions and services, including storage systems, servers,
software, computer components and peripherals, as well as
maintenance and professional services.  Bell is a Fortune 1000
company that has operations in Argentina, Brazil, Chile and
Mexico.

                         *     *     *

The company has received waivers from its lenders into March 2008
relating to the filing of financial reports with the SEC and the
provision of audited financial reports.


BOBBY PERRY: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Bobby J. Perry
         dba Perry Electronic Tax Service
         dba Perry's Auto Sales

         Perry Plaza
         fdba Big Momas Preschool

         Youlanda Perry
         aka Youlanda Carter
         aka Youlanda Williams
         24 Ashton Cv.
         Jackson, TN 38305

Bankruptcy Case No.: 08-10319

Chapter 11 Petition Date: January 25, 2008

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtors' Counsel: Michael T. Tabor, Esq.
                  Madison Co
                  203 South Shannon
                  P.O. Box 2877
                  Jackson, TN 38302-2877
                  Tel: (731) 424-3074

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' list of their 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
DSC                              Certain Vehicles      $197,646
1760 Moriah Woods Boulevard,
Suite 7
Memphis, TN 38117

Manheim Automotive Financing     Certain Vehicles       $83,000
P.O. Box 930725
Atlanta, GA 31193

First State Bank                 First Mortgage 370    $242,437
115 West Washington Avenue       Cumberland Street    ($183,600
P.O. Box 806                     Jackson, TN           secured)
Union City, TN 38261

GMAC Financial Services                                 $32,000

Citifinancial - Hanover                                 $20,826

Beneficial Finance                                      $17,486

IRS                              Taxes                  $16,000

Community Choice                                        $15,201

American General                 126 Lawrence Alley     $48,974
                                 Jackson, TN           ($35,600
                                                        secured)

West Tennessee Mortgage                                 $11,000

IFC Credit Corp                  1 Laptop; 8 computers; $14,000
                                 1 copier; 1 server     ($4,000
                                                        server)

AFC Memphis                                             $10,000

Wells Fargo - Des Moines                                 $9,424

Citifinancial - Wilmington                               $9,146

Wells Fargo - Carol Stream       Computer                $9,771
                                                        ($1,000
                                                       secured)

Citifinancial Retail Services                            $7,000

Hallmark Credit                                          $5,531

Applied Card Bank                                        $5,426

UP/Regions                       12 Beverly Hills      $123,168
                                 Drive, Jackson, TN   ($117,900
                                                       secured)


BOSTON HILL: Judge Feeney Dismisses Chapter 11 Case
---------------------------------------------------
The Honorable Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts dismissed Boston Hill Realty Trust's
Chapter 11 Case.

Judge Feeney said that the Debtor failed to update and timely file
its schedules of assets and liabilities and statement of financial
affairs.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Judge Feeney have extended the period in which the Debtor may file
its schedules and statements until Jan. 15, 2008.

Kingston, Massachusetts-based Boston Hill Realty Trust owns and
develops real estate.  The Debtor filed for Chapter 11 Petition on
Dec. 5, 2007 (Bankr. D. Mass. Case No. 07-17770).  Earl D. Munroe
at Munroe & Chew represents the Debtor in its restructuring
efforts.  The Debtor listed assets and debts between $10 million
and $50 million.


BROTMAN MEDICAL: Can Hire Kurtzman Carson as Claims Agent
---------------------------------------------------------
Brotman Medical Center Inc. obtained authority from the United
States Bankruptcy Court for the Central District of California to
employ Kurtzman Carson Consultants LLC as its claims and noticing
agent.

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Kurtzman Carson is expected to:

   a. prepare and serve required notices in this Chapter 11 cases,
      including:

         i. a notice of the commencement of the case and the
            initial meeting of creditors under Section 341(a) of
            the Bankruptcy Code;

        ii. a notice of the claims bar date;

       iii. notices of any hearings on a disclosure statement and
            confirmation of a Chapter 11 plan; and

        iv. other miscellaneous notices as the Debtor or the Court
            may deem necessary of appropriate for an orderly
            administration of the case.

   b. file with the clerk's office a declaration of services,
      within five business days after the services of a particular
      notice, that includes:

         i. an alphabetical list of persons on whom the firm
            served the notice, along with their addresses; and

        ii. the date and manner of service;

   c. maintain copies of all proofs of claims and proofs of
      interest filed in this case;

   d. maintain an official claims register in the case by
      docketing all proofs of claim and proofs of interest in a  
      claims database that includes these information for each
      claim or interest asserted:

         i. name and address of the claimant or interest holder
            and any agent, if the proof of claim or proof of
            interest was filed by an agent;

        ii. date that proof of claim of proof of interest was
            received by the firm or the Court;

       iii. claim number assigned to the proof of claim or proof
            of interest; and

        iv. asserted amount and classification of the claim.

   e. implement necessary measures to ensure the completeness and
      integrity of the claims register;

   f. audit the claims information to assure the clerk's office

      that the claims information is being appropriately and
      accurately recorded in the official claims register;

   g. allow the clerk's office to independently audit the claims
      information during regular business hours;

   h. mail a notice of the bar date approved by the Court for the
      filing of a proof of claim and a form for filing of a proof
      of claim to each creditor notified of the filing;

   i. transmit to the clerk's office a copy of the claims register
      on a bi-weekly basis or at other times as the clerk's office
      may direct;

   j. maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      list available upon request to the clerk's office or any
      party in interest;

   k. provide the public and the clerk's office access to copies
      of the proofs of claim or proofs of interest filed in this
      Chapter 11 case without charge during regular business
      hours;

   l. allow the clerk's office to inspect the firm's premises
      during regular business hours;

   m. record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of the transfers as required by
      Bankruptcy Rule 3001(e);

   n. comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

   o. provide temporary employees to process claims as necessary;

   p. comply with further conditions and requirements as the
      clerk's office or the Court may at any time prescribe; and

   q. provide other claims processing, noticing, and related
      administrative services as may be requested from time to
      time by the Debtor.

The Debtor told the Court that it paid $20,000 retainer to the
firm for services performed.

Document filed with the Court did not disclosed the firm's
compensation rates.

Sheryl R. Betance, the director of restructuring services of the
firm, assured the Court that the firm is a "disinterested person"
as defined in Section 101(14) of the Bankruptcy Code.

Ms. Betance can be reached at:

   Sheryl R. Betance
   Kurtman Carson Consultants LLC
   2335 Alaska Avenue
   El Segundo, CA 90245
   Tel: (310) 823-9000
   Fax: (310) 823-9133
   http://www.kccllc.net/

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of   
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed for
Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif. Case
No. 07-19705).  Courtney E. Pozmantier, Esq., and  Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P., The
Debtor selected Kurztman Carson Consultants LLC as its claims
agent.  The U.S. Trustee for Region 16 appointed nine creditors
to serve on a Official Committee of Unsecured Creditors in this
case.  Buchalter Nemer represents the Creditors Committee.  When
the Debtor filed for protection against its creditors, it listed
assets and debts between $1 million and $100 million.


BUILDING MATERIALS: Sept. 30 Balance Sheet Upside-Down by $13.1MM
-----------------------------------------------------------------
Building Materials Corporation of America's consolidated balance
sheet at Sept. 30, 2007, showed $2.49 billion in total assets and
$2.51 billion in total liabilities, resulting in a $13,173,000
total stockholders' deficit.

The company reported a net loss of $11.2 million in the third
quarter ended Sept. 30, 2007, compared to net income of
$17.1 million in the same period ended Oct. 1, 2006.  

The company's net loss in the third quarter of 2007 included
$21.9 million of after-tax restructuring and other expenses, of
which $5.0 million after-tax was included in cost of products sold
related to the integration of ElkCorp operations.  Included in
restructuring and other expenses are plant closing expenses
related to the closure of several manufacturing facilities
together with the write-down of plant assets at these facilities,
integration related costs and the write-down of selected
inventories.  Excluding these items, third quarter of 2007 net
income was $10.7 million, which included the results of operations
of Elk.  

The decrease in reported net income for the third quarter of 2007
was primarily attributable to approximately $28.5 million of
higher interest expense and restructuring and other expenses due
to the acquisition of Elk.

The company had income before interest expense and income taxes in
the third quarter of 2007 of $25.7 million compared to income
before interest expense and income taxes of $43.3 million in the
third quarter of 2006.  Income before interest expense and income
taxes in the third quarter of 2007 was positively affected by the
operating results of Elk, lower raw material costs, including
asphalt, and lower selling, general and administrative expenses
mostly due to a decline in volume related distribution costs,
which was more than offset by a decrease in net sales of
residential roofing products.

Net sales for the third quarter of 2007 were $680.7 million, which
included net sales related to Elk compared to third quarter of
2006 net sales of $530.3 million.  Excluding net sales of Elk, the
decrease in third quarter of 2007 net sales was primarily due to
lower net sales of residential roofing products primarily driven
by lower unit volumes resulting from softer market demand.

Earnings before interest expense, income taxes, depreciation and
amortization of intangibles and other assets for the third quarter
of 2007 was $47.5 million as compared to $56.7 million for the
third quarter of 2006.  

                     First Nine Month Results

For the first nine months of 2007, BMCA announced a net loss of
$70.9 million compared to net income of $47.6 million in the first
nine months of 2006.  

The company's net loss in the first nine months of 2007 included
$67.3 million of after-tax restructuring and other expenses, of
which $12.4 million after-tax was included in cost of products
sold related to the integration of Elk operations and
$16.0 million of after-tax debt restructuring costs also related
to the acquisition.  Excluding these items, the first nine months
of 2007 net income was $12.4 million, which included Elk's
operations from the date of acquisition.  

The decrease in reported net income for the first nine months of
2007 was primarily attributable to approximately $92.8 million of
higher interest expense and restructuring and other expenses due
to the acquisition of Elk.

Income before interest expense and income taxes in the first nine
months of 2007 was $36.4 million compared to $123.2 million in the
first nine months of 2006.  Income before interest expense and
income taxes in the first nine months of 2007 was positively
affected by the operating results of Elk, lower raw material
costs, including asphalt, and lower selling, general and
administrative expenses mostly due to a decline in volume related
distribution costs, which was more than offset by a decrease in
net sales of residential roofing products and commercial roofing
products.

Net sales for the first nine months of 2007 were $1.87 billion,  
which included net sales related to Elk from the date of
acquisition compared to the first nine months of 2006 net sales of
$1.57 billion.  Excluding net sales of Elk, the decrease in the
first nine months of 2007 net sales was primarily due to lower net
sales of both residential and commercial roofing products.  The
decrease in net sales of residential roofing products was
primarily driven by lower unit volumes resulting from the softer
market demand, while the decrease in commercial roofing products
was primarily driven by lower unit volumes, partially offset by a
higher average selling price.

EBITDA for the first nine months of 2007 was $93.5 million as
compared to $161.9 million for the first nine months of 2006.

                   Cash Position/Long-Term Debt

At Sept. 30, 2007, cash and cash equivalents amounting to
$34.5 million were on hand, and long-term debt including current
maturities was $1.86 billion, which amount includes $281.0 million
outstanding under the company's $600.0 million Senior Secured
Revolving Credit Facility.

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?2770

                     About Building Materials

Based in Wayne, New Jersey, Building Materials Corporation of
America -- http://www.gaf.com/-- is a manufacturer of residential  
and commercial roofing products and specialty building products
with pro-forma annual net sales of approximately $2.9 billion.
BMCA operates under the name GAF Materials Corporation and
distributes its product under the GAF and GAF-ELK brand names.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 14, 2008,
Standard & Poor's Ratings Services placed its ratings on Building
Materials Corp. of America, including its 'BB-' corporate credit
rating, on CreditWatch with negative implications.


CAPITAL LAND: Ch. 11 Trustee Taps CB Richard as Property Broker
---------------------------------------------------------------
Lisa M. Poulin, the appointed Chapter 11 Trustee for Capital Land
Investors LLC asks the United States Bankruptcy Court for the
District of Nevada for permission to employ CB Richard Ellis Inc.
as property broker.

CB Richard will:

   a) provide advice and assistance in structuring the offering
      price and terms as required by the Trustee;

   b) screen inquiries from prospective purchasers and brokers;

   c) offer the property to prospective purchasers;

   d) negotiate, in coordination with the Trustee, and to the
      extent requested and required by the Trustee, the terms and
      conditions of the sale of property;

   e) prepare a brochure and other marketing metarials to
      facilitate sale of the property; and

   f) other functions as requested by the Trustee or her counsel
      in connection with this case.

The Trustee tells the Court that the firm will receive a sales
commission of 4% of the gross sales price.

To the best of the Trustee's knowledge the firm does not hold any
interest adverse to the Debtor and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

                        About Capital Land

Las Vegas, Nevada-based Capital Land Investors LLC owns and
manages real estate.  It is a single asset real company whose
primary assets is located in Perris, California, a 695-acre
unimproved land intended for development into a residential
community.  The property is presently in the late stages of the
entitlement phase.

Under an operating agreement, Capital Land's members are USA
Investment Partners LLC (holds 25% membership); Jabral Investments
LLC (25%); The Richard Craig Ashby Irrevocable Trust UTD July 27,
1998 (6.25%); The Bradly Ashby Irrevocable Trust UTD July 27, 1998
(6.25%); and The Justin Ashby Irrevocable Trust UTD July 27, 1998
(6.25%).

On April 4, 2007, USA Capital Diversified First Trust Deed Fund
LLC, USACM Liquidating Trust, and Alabruj Investments LLC filed
involuntary petition for relief under chapter 11 against USAIP,
Capital Land's affiliate.  Lisa M. Poulin, in her capacity as
chapter 11 case trustee of USAIP, with the consent of Capital
Land's remaining members, caused Capital Land to file voluntary
bankruptcy petition.

The Debtor filed for chapter 11 protection on Dec. 4, 2007 (Bankr.
D. Nev. Case No. 07-18099).  Lisa M. Poulin is the proposed
chapter 11 trustee for Capital Land.  Talitha B. Gray, Esq., at
Gordon & Silver Ltd. represents the Debtor in its restructuring
efforts and is also the proposed counsel for the case trustee.  
Peter C. Bernhard, Esq., and Georganne W. Bradley, Esq., at
Bullivant Houser Bailey PC serve as the Debtor's local counsels.  
The Debtor's schedules showed total assets of $30,000,321 and
total liabilities of $63,522,426.

On Jan. 24, 2008, the Court appointed Lisa M. Poulin as Chapter 11
Trustee for the Debtor.


CBRL GROUP: Board Okays Repurchase of Additional 625,000 Shares
---------------------------------------------------------------
CBRL Group Inc.'s board of directors has authorized the repurchase
up to 625,000 additional shares of its common stock.  These
repurchases are expected to be made from time to time in open
market transactions at then-prevailing market prices.

The company, at some point, could adopt a 10b5-1 trading plan to
implement the purchases but has not done so at this time.

The company has repurchased one million shares of its common stock
for total consideration of approximately $34.1 million, or an
average of $34.12 per share in this second quarter of fiscal 2008.

"At current price levels, we believe the true value of CBRL
clearly is not reflected in its stock price, based upon current
performance or future potential," Michael A. Woodhouse, the
company's chairman, president and chief executive officer, said.  
"The share repurchase program affirms the company's ongoing
commitment to increasing shareholder value."

Headquartered in Lebanon, Tennessee, CBRL Group Inc. (NASDAQ:
CBRL) -- http://www.cbrlgroup.com/-- operates 564 Cracker Barrel  
Old Country Store)R) restaurants and gift shops located in 41
states.

                         *     *     *

Moody's Investor Service placed CBRL Group Inc.'s long term
corporate family and bank loan debt ratings at 'Ba2' in April
2006.  The ratings still hold to date with a negative outlook.


CERRO NEGRO: Moody's Vacates B3 Rating After Tender Offer Success
-----------------------------------------------------------------
Moody's Investors Service has withdrawn the B3 rating of Cerro
Negro Finance, Ltd. following Cerro Negro's successful tender
offer for its debt.  Over 99% of bondholders accepted the offer to
redeem their bonds for par plus a premium equal to one-third of
the early call premium specified in the indenture.  The tender
offer followed the nationalization of the project last June.

The offer was accompanied by a consent solicitation requesting
bondholder approval of amendments to the indenture which required
the approval of a minimum of 75% of bondholders to take effect.   
Among other changes, the amendments eliminated all restrictive
covenants, events of default other than payment defaults, and the
trustee-administered waterfall of accounts, and released all of
bondholders' collateral and security interests.

Moody's recognizes that the terms of the tender offer were
negotiated between PDVSA (the Venezuelan state-owned oil company)
on behalf of Cerro Negro and holders of approximately 80% of the
debt and that remaining bondholders were not forced to accept it.   
In Moody's opinion, however, all bondholders were entitled to the
full early redemption premium specified in the indenture, and the
terms of the consent solicitation did not leave any bondholders
who may have been unhappy with the tender offer a reasonable
alternative.  Despite the fact that bondholders received in excess
of par, Moody's deems the tender offer to have been a distressed
exchange in light of its terms and the circumstances surrounding
it.  According to Moody's definition, this constitutes an event of
default though it may not have been considered so under the terms
of the indenture itself.

Cerro Negro Finance, Ltd. is a Cayman Islands special purpose
financing vehicle for the $1.9 billion Cerro Negro extra-heavy oil
project in Venezuela.  Under an association agreement with the
government, the project was designed to develop, transport,
upgrade and market extra-heavy crude from the Orinoco belt in
southeastern Venezuela.  Prior to the project's nationalization,
sponsor/off-takers were Exxon Mobil (41.67%), PDVSA (41.67%) and
BP (16.67%).  In addition to upstream field facilities the project
includes two parallel pipelines and facilities to upgrade product
at the Jose industrial complex on the Caribbean coast of
Venezuela.

The Cerro Negro project is also one of four extra heavy crude oil
projects operating in the Orinoco region of Venezuela that have
been developed over the past decade.  Following the announcement
of the impending assumption of majority ownership of the projects
by PDVSA, the other three (Hamaca, Petrozuata, Sincor) were
downgraded to B2 on June 27 (at which point they were also placed
under review for further downgrade).  Hamaca's rating was
withdrawn on December 19 following the repayment of all of its
debt.  Moody's has not yet concluded its review of Petrozuata and
Sincor's ratings.


CHASEFLEX TRUST: Fitch Junks Rating on 2007-1 Class B-4 Trust
-------------------------------------------------------------
Fitch Ratings has affirmed two and downgraded four classes from
Chaseflex Trust 2007-1:

Series 2007-1

  -- Class A affirmed at 'AAA';
  -- Class M affirmed at 'AA';
  -- Class B-1 downgraded to 'A-' from 'A'
  -- Class B-2 downgraded to 'BB+' from 'BBB';
  -- Class B-3 downgraded to 'B' from 'BB' and placed on Rating
     Watch Negative;
  -- Class B-4 downgraded to 'C/DR5' from 'B'.

The affirmations affect approximately $379.8 million in
outstanding certificates and reflect adequate relationships of
credit enhancement to future loss expectations.  The downgrades
reflect the deterioration in the relationship of CE to future loss
expectations and affect $12.5 million in outstanding certificates.  
In addition, $2.2 million is placed on Rating Watch Negative.

The underlying collateral for the transaction consists primarily
of 30-year, fixed-rate, fully amortizing, first-lien residential
mortgage loans extended to prime borrowers.  The mortgage loans
were either originated or acquired by JP Morgan Chase.

As of the December 2007 distribution date, the transaction is 11
months seasoned and the pool factor is 88%.  Percentage of loans
delinquent 60 days or more is 3.77%.


CHEMTURA CORP: Selling Oleochemicals Business to PMC Group
----------------------------------------------------------
Chemtura Corporation has reached agreement to sell its  
oleochemicals business to PMC Group NA Inc. for an undisclosed
amount, subject to financing and other conditions including
customary closing conditions.  Included in the transaction is
Chemtura's production facility at Memphis, Tennessee.  Proceeds
from the sale will be used primarily for debt reduction.

The transaction is expected to close by the end of the first
quarter.

The oleochemicals business had revenues for 2007 of approximately
$175 million.

"This transaction will be another step in improving our polymer
additives business by strategically divesting product lines to
better focus on the products and businesses where we have our
greatest strengths and leading market positions," Robert L. Wood,
Chemtura chairman and CEO, said.  "PMC Group NA Inc. is committed
to this business and its growth, which will be an advantage to
both customers and employees."

Chemtura's Memphis facility has about 260 employees, who are
expected to transfer to PMC Group NA Inc.  The facility produces
fatty acids, fatty esters, glycerin approved for pharmaceutical
applications, glycerol esters, amides, bisamides, stearates and
triglycerides.  The Memphis plant is the only producer of primary
amides in North America for the plastics additives market.

                   About Chemtura Corporation

Headquartered in Middlebury, Connecticut, Chemtura Corp.
(NYSE:CEM) -- http://www.chemtura.com/-- is a manufacturer and  
marketer of specialty chemicals, crop protection, and pool, spa
and home care products.  The company has approximately 6,400
employees around the world and sells its products in more than 100
countries.  The company has facilities in Singapore, Australia,
China, Hong Kong, India, Japan, South Korea, Taiwan, Thailand,
Brazil, Belgium, France, Germany, Mexico, and The United Kingdom.

                        *      *      *

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Moody's Investors Service placed Chemtura Corporation's corporate
family rating, CFR of Ba2 under review for possible downgrade
after reports that its "board of directors has authorized
management to consider a wide range of strategic alternatives
available to the company to enhance shareholder value."  

Standard & Poor's Ratings Services placed its 'BB+' corporate
credit and senior unsecured debt ratings of Chemtura Corp. on
CreditWatch with developing implications, after reports that
management is considering strategic alternatives, including sale
or merger of the company.  


CHRYSLER LLC: Offers Compensation Packages to Hourly Workers
------------------------------------------------------------
Chrysler LLC has extended compensation packages to United Auto
Workers union member at plants in the United States in line with
its aim to cut 8,500-10,000 hourly jobs through 2008 as disclosed
in November, several papers report.

Lump sum packages of up to $100,000 were allocated to hourly
employees at the Sterling Heights and Warren stamping plants, the
Trenton and Mack Avenue engine plants, Conner Avenue Assembly
Plant, Detroit Axle, Mt. Elliot Tool and Die, and the Sterling
Heights Vehicle Test Center, Tim Higgins of the Detroit Free Press
reports citing Chrysler spokeswoman Michele Tinson.

Workers at four facilities, namely, Toledo North in Toledo, Ohio;
St. Louis North and South in Fenton, Missouri; Belvidere,
Illinois; and Jefferson North in Detroit, Michigan, received
buyout proposals from the automaker early in January.

As reported in the Troubled Company Reporter on Nov. 5, 2007,
Chrysler disclosed that it would make volume-related
reductions at several of its North American assembly and
powertrain plants.  Shifts will be eliminated at five North
American assembly plants which, combined with other volume-related
manufacturing actions, will lead to a reduction of 8,500-10,000
additional hourly jobs through 2008.

Additional actions include reductions of salaried employment by
1,000 and supplemental (contract) employment by 37%.  The company
also plans to eliminate hourly and salaried overtime and reduce
purchased services due to reduction in volume.  The volume-related
actions are in addition to 13,000 jobs
eliminated by the three-year Recovery and Transformation Plan
announced in February.  The objectives of the RTP remain the same.

Sources say, citing Chrysler spokesman David Elshoff, that the
first buyout program called the "special incentive program" was
offered to workers who were 62 years old or older with 10 years
(or more) of service.  The buyout program presented these white-
collared workers three months' salary and either a vehicle voucher
worth $20,000 after taxes or a $20,000 tax-free contribution to a
retirement health care account, in addition to full pension and
retiree health benefits.

Workers ages 53 to 61 with at least 10 years of service who make
less than $100,000 annually, as well as select workers ages 55 to
61 with 10 years of service who make $100,000 or more in salary
will be offered Chrysler's second buyout program, which provides
full pension and retiree health care benefits," Eric Morath of The
Detroit News relates.  The program is otherwise known as "the
special early retirement program."

                      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.


CLAYMONT STEEL: Completes "Short-Form" Merger with Evraz Group
--------------------------------------------------------------
Evraz Group S.A. has completed its acquisition of Claymont Steel
Holdings Inc. via a "short-form" merger of Titan Acquisition Sub
Inc., an indirect subsidiary of Evraz, with and into Claymont
Steel pursuant to the applicable provisions of Delaware law.  

As a result of the merger, Claymont Steel is now an indirect
wholly owned subsidiary of Evraz.

The merger followed the statement on Jan. 17, 2008, of the
closing of the cash tender offer by Titan Acquisition Sub Inc. to
purchase all outstanding shares of common stock of Claymont Steel
for $23.50 per share, in which approximately 96.6% of the shares
were tendered, including shares delivered pursuant to notices of
guaranteed delivery.  Payment has been made for the tendered
shares.

Pursuant to the merger, each share of Claymont Steel common stock
not accepted for payment in the tender offer, other than those as
to which holders exercise dissenters' rights and those held by
Evraz or Claymont Steel or their respective subsidiaries, has been
converted into the right to receive the $23.50 price per share
that was paid in the tender offer, without interest thereon and
less any applicable stock transfer taxes and withholding taxes.

                          About Evraz

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

                       About Claymont Steel

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

                          *     *     *

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


CONEXANT SYSTEMS: Posts $9.22MM Net Loss in Qtr. Ended Dec. 28
--------------------------------------------------------------
Conexant Systems Inc. reported $9.22 million net loss for quarter
ended Dec. 28, 2007, compared to a $976,000 net income for the
same period in the previous year.

Conexant's first quarter fiscal 2008 financial results were  
affected by the inclusion of $14.7 million of non-recurring
revenue that resulted from the buyout of a future royalty stream.  

"The Conexant team delivered first fiscal quarter performance that
exceeded our expectations entering the quarter," said Dan Artusi,
Conexant president and chief executive officer.  "Even without the
impact of the one-time royalty payment, we delivered breakeven
financial performance on a core operating basis, which had been
our highest company priority."

"For the past six months, we have been concentrating on reducing
expenses, narrowing our product-development focus, and improving
our financial performance," Mr. Artusi said.  "We have made
significant progress, but we still have more work to do in these
areas.

"For semiconductor companies such as Conexant that address
consumer electronics markets, the March quarter is traditionally
weaker on a sequential basis, but our team is committed to
building a track record of consistently delivering improved
profitability over the next several quarters,"
Mr. Artusi said.  

"We will also continue to focus on the actions necessary to
deliver profitable growth.  We look forward to providing more
detail on these plans at the appropriate time," Mr. Artusi ended.

The company ended the quarter with $232.1 million in cash and cash
equivalents.

At Dec. 28, 2007, the company's balance sheet showed
$949.61 million in total assets, $809.58 million in total
liabilities and $140.03 million in total shareholders' equity.

                 About Conexant Systems Inc.

Headquartered in Newport Beach, California, Conexant Systems Inc.
(NASDAQ: CNXT) -- http://www.conexant.com/-- designs, develops  
and sells semiconductor system solutions that connect personal
access products such as set-top boxes, residential gateways, PCs
and game consoles to voice, video and data processing services
over broadband and dial-up connections.  Key semiconductor
products include digital subscriber line and cable modem
solutions, home network processors, broadcast video encoders and
decoders, digital set-top box components and systems solutions,
and the company's foundation dial-up modem business.

                         *     *     *

Moody's Investor Service placed Conexant Systems Inc.'s long term
corporate family and probability of default ratings at 'Caa1' in
October 2006.  The ratings still hold to date with a   stable
outlook.


CWABS INC: Realized Losses Spur S&P's Rating Cuts on 43 Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 43
classes of mortgage-backed securities issued by 12 CWABS Inc. and
six CWABS Asset-Backed Certificates Trust transactions.  In
addition, S&P affirmed its ratings on the remaining classes from
these transactions.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, reducing overcollateralization.   As a
result, O/C for the downgraded transactions has fallen to these
levels (series: O/C amount; % of target; O/C target):

     -- 2001-BC3: not applicable (not supported by O/C);

     -- 2002-BC2: not applicable (not supported by O/C);

     -- 2002-BC3: $0; 0%; $2,500,000;

     -- 2003-BC5: $1,664,039; 66.6%; $2,500,00;

     -- 2004-1: $11,083,340; 69.1%; $16,050,000;

     -- 2004-2: $9,108,232; 72.0%; $12,650,000;

     -- 2004-3: $8,808,644; 88.1%; $10,000,000;

     -- 2004-4: $6,388,223; 75.2%; $8,500,000;

     -- 2004-5: $27,006,969; 96.3%; $28,057,129;

     -- 2004-8: $4,631,353; 100.0%; $4,631,353;

     -- 2004-9 (loan group 1): $4,861,777; 100.0%; $4,861,777;

     -- 2004-9 (loan groups 2 and 3): $6,862,975; 100.0%;
        $6,862,975;

     -- 2004-11: $6,328,720; 97.4%; $6,499,243;

     -- 2004-AB1: $1,893,355; 28.3%; $6,700,000;

     -- 2004-BC1: $3,162,626; 60.8%; $5,200,000;

     -- 2004-BC2: $1,579,558; 75.0%; $2,105,307;

     -- 2004-BC3: $1,723,743; 76.6%; $2,250,000;

     -- 2004-BC4: $14,023,489; 313.0%; $6,567,301; and

     -- 2004-ECC1: $2,648,212; 92.1%; $2,875,237.
     
S&P's loss projections indicate that the current performance
trends may further compromise credit support for the downgraded
classes.
     
The transactions have sizeable loan amounts that are severely
delinquent (90-plus days, foreclosures, and REOs), suggesting that
the unfavorable performance trends are likely to continue.  As of
the January 2008 remittance report, the severe delinquencies
relative to O/C are (series: severe delinquency amount; % of
current pool balance; multiple of O/C):

     -- 2001-BC3: $4.142 million; 23.87%; not supported by O/C;

     -- 2002-BC2: $4.345 million; 18.34%; not supported by O/C;

     -- 2002-BC3: $4.565 million; 16.23%; not applicable ($0 in
        O/C);

     -- 2003-BC5: $5.500 million; 11.18%; 3.31x;

     -- 2004-1: $45.448 million; 9.69%; 4.1x;

     -- 2004-2: $48.873 million; 13.12%; 5.37x;

     -- 2004-3: $38.837 million; 11.90%; 4.41x;

     -- 2004-4: $37.129 million; 16.69%; 5.81x;

     -- 2004-5: $89.835 million; 11.53%; 3.33x;

     -- 2004-8: $21.974 million; 15.18%; 4.74x;

     -- 2004-9 (loan group 1): $4.445 million; 4.02%; 0.91x;

     -- 2004-9 (loan groups 2 and 3): $28.371 million; 19.43%;
        4.13x;

     -- 2004-11: $24.725 million; 14.46%; 3.91x;

     -- 2004-AB1: $46.185 million; 19.75%; 24.40x;

     -- 2004-BC1: $13.803 million; 10.24%; 4.36x;

     -- 2004-BC2: $4.856 million; 29.85%; 3.07x;

     -- 2004-BC3: $7.591 million; 21.37%; 4.40x;

     -- 2004-BC4: $19.359 million; 11.79%; 1.38x; and

     -- 2004-ECC1: $8.361 million; 13.38%; 3.16x.
     
The affirmations reflect both current and projected credit support
percentages that meet or exceed the loss coverage levels for the
current ratings.
     
The downgrade of the 'AAA' rated M-1 class from series 2002-BC2
reflects realized losses that have consistently eroded credit
support for the transaction, decreasing credit support levels for
the class since S&P upgraded it to 'AAA' from 'AA' on Dec. 28,
2004.  As a result, credit support through subordination for the
class is now $1.978 million versus severe delinquencies of
$4.345 million for the transaction.
     
All the transactions, except for series 2001-BC3 and 2002-BC2, are
supported by a combination of subordination, excess interest, and
O/C.  Series 2001-BC3 is the beneficiary of a loss coverage policy
from Countrywide Home Loans Inc. (BBB+/Watch Pos/A-2) and credit
support through subordination.  Countrywide Home Loans will make
payments to the trust fund to the extent of any realized losses in
the mortgage loans after the application of the liquidation
proceeds and the mortgage insurance policy.  Series 2002-BC2 is
supported exclusively through subordination.  Additionally, series
2001-BC3, 2002-BC2, and 2003-BC5 benefit from loan-level primary
mortgage insurance policies issued by Mortgage Guaranty Insurance
Corp. Furthermore, classes 1-A-1 from series 2004-8, 1-AV-1 from
series 2004-9, and 1-A-1 from series 2004-AB1 have additional
support from bond insurance policies issued by MBIA Insurance
Corp. (AAA/Negative financial strength rating), XL Capital
Assurance Inc. (AAA/Negative financial strength rating), and Ambac
Assurance Corp. (AAA/Watch Neg financial strength rating),
respectively.  The affirmations of the bond-insured classes are
based on the financial strength of the related insurers.  The
underlying collateral for the transactions is mostly fixed- and
adjustable-rate 30-year mortgages on one- to four-family homes.
   
                         Ratings Lowered
    
                            CWABS Inc.
                    Asset-Backed Certificates

                                          Rating
                                          ------
         Series        Class       To               From
         ------        -----       --               ----
         2001-BC3      M-1         A                AA+
         2001-BC3      M-2         BBB              AA-
         2001-BC3      B-1         BB               A
         2001-BC3      B-2         B                BBB
         2002-BC2      M-1         BBB              AAA
         2002-BC2      M-2         B                A
         2002-BC2      B-1         CCC              B
         2002-BC3      M-2         B                BB
         2002-BC3      B-1         D                CCC
         2003-BC5      M-3         BBB-             A+
         2003-BC5      M-4         BB-              A
         2003-BC5      M-5         B+               A-
         2003-BC5      M-6         B                BBB+
         2004-1        M-9         BBB-             BBB
         2004-1        B           B+               BB+
         2004-2        M-7         BB               BBB+
         2004-2        B           B                BB
         2004-3        B           B                BBB-
         2004-4        M-7         BB               BBB
         2004-4        B           CCC              B
         2004-5        B           BB               BBB
         2004-BC1      M-4         BBB              A
         2004-BC1      M-5         B                BBB
         2004-BC1      B           CCC              BB
         2004-BC2      B           BB               BBB-
         2004-ECC1     M-6         BB               BBB
         2004-ECC1     B           B                BBB-
   
                        Ratings Lowered
   
             CWABS Asset-Backed Certificates Trust
                   Asset-Backed Certificates

                                        Rating
                                        ------
        Series        Class       To               From
        ------        -----       --               ----
        2004-8        M-6         A+               AA
        2004-8        M-7         BBB              AA-
        2004-8        M-8         BB               A+
        2004-8        B           B                A
        2004-9        MV-8        BBB              AA
        2004-9        BV          BB               AA-
        2004-11       M-8         BBB-             BBB+
        2004-11       B           B                BB
        2004-AB1      M-3         A                AA
        2004-AB1      M-4         BB               A+
        2004-AB1      B           CCC              B
        2004-BC3      M-6         A-               A
        2004-BC3      M-7         BB               BBB+
        2004-BC3      M-8         B                BBB
        2004-BC3      B           B                BBB-
        2004-BC4      B           B                BBB
   
                         Ratings Affirmed
    
                              CWABS Inc.
                     Asset-Backed Certificates

        Series        Class                        Rating
        ------        -----                        ------
        2001-BC3      A, A-IO                      AAA
        2002-BC2      A, A-IO                      AAA
        2002-BC3      M-1                          AA
        2003-BC5      1-A, 2-A-2                   AAA
        2003-BC5      M-1                          AA
        2003-BC5      M-2                          AA-
        2004-1        1-A, 2-A, 3-A                AAA
        2004-1        M-1, M-2, M-3                AA+
        2004-1        M-4, M-5                     AA
        2004-1        M-6                          A+
        2004-1        M-7                          A
        2004-1        M-8                          BBB+
        2004-2        1-A, 2-A, 3-A-3, 3-A-4       AAA
        2004-2        M-1                          AA+
        2004-2        M-2, M-3                     AA
        2004-2        M-4                          AA-
        2004-2        M-5                          A
        2004-2        M-6                          A-
        2004-3        1-A, 2-A, 3-A-3, 3-A-4, A    AAA
        2004-3        M-1, M-2                     AA+
        2004-3        M-3, M-4                     AA
        2004-3        M-5                          A+
        2004-3        M-6                          A-
        2004-3        M-7                          BBB+
        2004-4        1-A, 2-A, 3-A-2, A           AAA
        2004-4        M-1, M-2                     AA+
        2004-4        M-3, M-4                     AA
        2004-4        M-5                          AA-
        2004-4        M-6                          A
        2004-5        1-A, 2-A, 3-A                AAA
        2004-5        4-A-3, 4-A-4, A              AAA
        2004-5        M-1, M-2                     AA+
        2004-5        M-3, M-4                     AA
        2004-5        M-5                          AA-
        2004-5        M-6                          A
        2004-5        M-7                          BBB+
        2004-BC1      M-1                          AA+
        2004-BC1      M-2                          AA
        2004-BC1      M-3                          A+
        2004-BC2      M-1                          AA
        2004-BC2      M-2                          A+
        2004-BC2      M-3                          A
        2004-BC2      M-4                          A-
        2004-BC2      M-5                          BBB
        2004-ECC1     M-1, M-2                     AA
        2004-ECC1     M-3                          A+
        2004-ECC1     M-4                          A
        2004-ECC1     M-5                          A-
   
                        Ratings Affirmed
   
             CWABS Asset-Backed Certificates Trust
                   Asset-backed Certificates

        Series        Class                        Rating
        ------        -----                        ------
        2004-8        1-A-1*, 2-A-3                AAA
        2004-8        M-1, M-2, M-3, M-4           AA+
        2004-8        M-5                          AA
        2004-9        AF-4, AF-5, AF-6, 1-AV-1*    AAA
        2004-9        MF-1, MF-2, MF-3, MF-4, MF-5 AA+
        2004-9        MV-1, MV-2, MV-3, MV-4, MV-5 AA+
        2004-9        MV-6                         AA+
        2004-9        BF, MV-7                     AA
        2004-11       A-3                          AAA
        2004-11       M-1                          AA+
        2004-11       M-2, M-3                     AA
        2004-11       M-4                          AA-
        2004-11       M-5                          A+
        2004-11       M-6                          A
        2004-11       M-7                          A-
        2004-AB1      1-A-1*, 2-A-3                AAA
        2004-AB1      M-1                          AA+
        2004-AB1      M-2                          AA
        2004-BC3      M-1                          AA+
        2004-BC3      M-2, M-3                     AA
        2004-BC3      M-4                          AA-
        2004-BC3      M-5                          A+
        2004-BC4      1-A-1, 1-A-2, 2-A-3          AAA
        2004-BC4      M-1                          AA+
        2004-BC4      M-2, M-3                     AA
        2004-BC4      M-4                          AA-
        2004-BC4      M-5                          A+
        2004-BC4      M-6                          A
        2004-BC4      M-7, M-8                     BBB+
   
                        * Bond-insured class.


DAYTON SUPERIOR: Debt Refinancing Commitment Moved to February 29
-----------------------------------------------------------------
Dayton Superior Corporation has extended its commitment from GE
Commercial Finance for a debt refinancing to Feb. 29, 2008.  
Dayton Superior expects to complete the refinancing prior to that
date.  The commitment is for a new $150 million revolving credit
facility and a new $100 million term loan, for total new financing
of $250 million.

The refinancing is currently estimated to reduce annual interest
expense by $5 million to $6 million.  The new "revolver," an Asset
Based Lending facility currently expected to be issued at the
rate of LIBOR plus 225 basis points, will replace the company's
existing $130 million revolving credit facility.  A portion of the
revolving credit facility, as well as the new term loan, which is
currently expected to be issued at LIBOR plus 375 basis points,
will be used to retire the company's 10-3/4% Senior Second Secured
Notes due in September 2008 at a redemption price of 102.813% of
principal amount plus accrued interest.

Consummation of the new debt financing is subject to customary
conditions, including an absence of material adverse changes
in Dayton Superior's business and a requirement for minimum
adjusted EBITDA, as defined.

The terms of the new debt remain unchanged.

Dayton Superior expects to explore refinancing alternatives
with respect to its 13% Senior Subordinated Notes soon after
completion of the refinancing of the 10-3/4% Senior Second
Secured Notes.

                        About Dayton Superior

Headquartered in Dayton, Ohio, Dayton Superior Corporation
(NASDAQ: DSUP) -- http://www.daytonsuperior.com/-- is a provider   
of specialized products consumed in non-residential, concrete
construction, and the largest concrete forming and shoring rental
company serving the domestic, non-residential construction market.  

                            *     *     *

As reported in the Troubled Company Reporter on Jan. 8, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to the proposed $100 million senior secured first-lien term
loan B of Dayton Superior Corp.  The senior secured rating is two
notches above the 'B' corporate credit rating.  S&P also assigned
a '1' recovery rating, indicating the expectation of very high
(90%-100%) recovery in the event of a payment default.  The rating
is based on preliminary terms and conditions.  S&P affirmed its
existing ratings for Dayton Superior.  The outlook is stable.


DEBT RESOLVE: Names Kenneth Montgomery as CEO Effective Feb. 16
---------------------------------------------------------------
Kenneth Montgomery was appointed chief executive officer of Debt
Resolve Inc. effective Feb. 16, 2008, and that its co-chairman and
chief executive officer, James D. Burchetta, has elected to step
down as CEO, as planned after the one-year anniversary of the
initial public offering.

Mr. Burchetta will remain an active member of the senior
management team and has been appointed chairman of the board &
founder.  He will continue to oversee investor relations,
corporate strategy and product development.  Debt Resolve also
disclosed that its chief financial officer, David M. Rainey, has
been named President.

Mr. Montgomery has over 25 years in the financial services
industry.  From March 2003 to March 2006, he held the position of
president and chief executive officer of Pentegra Retirement
Services, where he managed assets totaling over $4 billion and
successfully transformed the culture to accelerate growth.

From April 2001 to January 2003, Mr. Montgomery was head of sales
and business development at CIGNA Retirement Services. Additional
experience includes executive positions with IBM, Chemical Bank,
nka J.P. Morgan Chase, Putnam and Prudential.  Mr. Montgomery
received his Master of Science in Management from the Sloan
Program at the Stanford Graduate School of Business.  

"I am excited to have been appointed chief executive officer of
Debt Resolve," Mr. Montgomery stated.  "My immediate plans include
expanding distribution of Debt Resolve's patent-based online
collections tool and stimulating revenue growth."

Mr. Rainey has been chief financial officer at the company since
March 2007.  He has over 19 years of experience in public company
accounting and finance roles, corporate governance, Sarbanes-Oxley
issues, and mergers and acquisitions.  

Before joining Debt Resolve, Mr. Rainey served as the chief
financial officer and treasurer of Hudson Scenic Studio, where he
was responsible for finance and accounting.  Prior to that, he was
chief financial officer and vice president of finance at Star Gas
Propane L.P., a business unit of Star Gas Partners L.P.  

Mr. Rainey also served as treasury generalist and Western Region
Controller at Westvaco Corporation.  Mr. Rainey holds a Masters of
Business Administration and a Juris Doctorate from Vanderbilt
University.

"I am gratified by the Board's confidence in me and look forward
to accelerating the improvement in Debt Resolve's operating and
financial performance," Mr. Rainey commented.

"As planned prior to Debt Resolve's IPO, I have decided to step
aside to allow an experienced CEO to lead the company," stated
Mr. Burchetta.  "I am delighted that Ken Montgomery has agreed to
join Debt Resolve.  Ken has a proven record of corporate success.  
I am also pleased to appoint David as president. David has a
wealth of experience both as Debt Resolve's chief financial
officer and his prior experience as an attorney and executive will
serve him well in his role as president.  I will give David and
Ken all of my support and advice."

Debt Resolve also disclosed that Charles S. Brofman has stepped
down from his position as co-chairman but will remain an active
member of the board of directors.  

"I am very supportive of Ken Montgomery and I believe he can
accelerate the growth of our business," Mr. Brofman remarked. "Jim
has done an outstanding job positioning this company and together
with David Rainey they will make great team.  I will continue to
serve Debt Resolve as a director and co-founder and am looking
forward to participating in its success.  My growing
responsibilities as CEO of Cybersettle make this the opportune
time to step aside as co-chairman, but continue my involvement
with Debt Resolve."

Debt Resolve also stated that board member Jeffrey S. Bernstein
has stepped down as a board member to become a consultant on
behalf of Debt Resolve in the areas of business development and
collection strategy.  Mr. Bernstein has 28 years of financial
services industry experience, serving as CEO of Stratagem
Portfolio Services Inc., a San Rafael, California-based analytics,
modeling and strategy consulting firm.  He was formerly a Global
Solutions Leader with MasterCard Worldwide.

                      About Debt Resolve

Headquartered in White Plains, New York, Debt Resolve Inc. --
http://www.debtresolve.com/-- provides lenders, collection
agencies, debt buyers and utilities with a patented online bidding
system for the resolution and settlement of consumer debt and a
collections and skip tracing solution that is effective at every
stage of collection and recovery.  Through its subsidiary, DRV
Capital LLC, the company is actively engaged in the purchase and
collections of distressed accounts receivable using its own
collections solutions.  Through its subsidiary, First Performance
Corporation, the company is actively engaged in operating a
collection agency for the benefit of its clients, which include
banks, finance companies and purchasers of distressed accounts
receivable.

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Debt Resolve Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's significant losses since inception.


DELTA FINANCIAL: Court OKs Morrison & Foerster as Bankr. Counsel
----------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware's to
employ Morrison & Foerster LLP as their general bankruptcy
counsel, nunc pro tunc to Dec. 17, 2007.

As the Debtor's general bankruptcy counsel, Morrison & Foerster
is expected to:

   * advise the Debtors of their rights, powers and duties as
     debtors and debtors-in-possession;

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

   * prepare, in the Debtors' behalf, all necessary motions,
     applications, answers, orders, reports and papers in
     connection with the administration of the Debtors'
     estates;

   * attend meetings and negotiate with the representatives of
     creditors and other parties in interest;

   * advise the Debtors in connection with any potential sale
     of assets;

   * represent the Debtors in connection with obtaining
     postpetition financing; and

   * commence and prosecute such lawsuits as may be necessary
     or appropriate to maximize the Debtors' estates, including
     in state or federal court or before this Court.

According to Marc E. Miller, executive vice president and general
counsel of Delta Financial Corporation, Morrison & Foerster has
represented the Debtors in a number of general business matters
since 2003, and is therefore familiar with the Debtors'
businesses.  The firm also has extensive experience and knowledge
in the fields of debtors' and creditors' rights, business
reorganizations and liquidations under Chapter 11 of the
Bankruptcy Code.

Mr. Miller relates that Morrison & Foerster will be paid its
customary hourly rates for services rendered to the Debtors:

           Professional             Hourly Rate
           ------------             -----------
           Partners                 $545 - $850
           Of Counsel               $520 - $695
           Associates               $270 - $540
           Paraprofessionals        $125 - $255

Eight professionals are presently expected to have primary
responsibility for providing services to the Debtors:

           Professional             Hourly Rate
           ------------             -----------
           Gary S. Lee                 $750
           Karen Ostad                 $750
           James R. Tanenbaum          $800
           Jason C. DiBattista         $550
           James J. DeCristofaro       $500
           Julie D. Dyas               $480
           David Capucilli             $450
           Justin G. Imperato          $370

The Debtors have also agreed to reimburse the firm, subject to
Court approval, for all actual out-of-pocket expenses incurred on
the Debtors' behalf.

During the one year preceding the Petition Date, Morrison &
Foerster received $469,204, for services rendered to the Debtors.

Gary S. Lee, a partner at Morrison & Foerster, assures the Court
that Morrison & Foerster is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).

                      About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.

The Debtors' exclusive period to file a plan expires on
April 15, 2008.  (Delta Financial Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service Inc.http://bankrupt.com/newsstand/
or 215/945-7000).


DELTA FINANCIAL: Can Hire Pepper Hamilton as Delaware Counsel
-------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Pepper Hamilton as their Delaware counsel in connection
with the filing of their Chapter 11 petitions and the prosecution
of the cases, effective as of Dec. 17, 2007.

The Debtors also requested to employ Morrison & Foerster LLP
and its affiliated law practise entities as lead bankruptcy
counsel, Marc E. Miller, executive vice president and general
counsel of Delta Financial Corporation, related to the Court.

Mr. Miller stated that the Debtors have selected Pepper Hamilton
as their Delaware bankruptcy counsel due to, among other things:
(i) Pepper Hamilton's extensive experience and knowledge in the
field of debtors' and creditors' rights and business
reorganizations under chapter 11 of the Bankruptcy Code (ii)
Pepper Hamilton's expertise, experience and background in dealing
with the potential legal issues and problems that may arise in the
context of these chapter 11 cases and (iii) Pepper Hamilton's
expertise, experience, and knowledge in practicing before this
Court.

As the Debtors' Delaware counsel, Pepper Hamilton is expected to:

   * assist Morrison & Foerster and its affiliated law practice
     entities in representing the Debtors;

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

   * attend meetings and negotiate with representatives of
     creditors and other parties-in-interest;

   * advise the Debtors and co-counsel on matters relating to
     the evaluation of the assumption, rejection or assignment
     of unexpired leases and executory contracts and the sale
     of their assets;

   * assist co-counsel in negotiating and preparing the
     Debtors' plans of reorganization, disclosure statements
     and all related agreements or documents and taking any
     necessary action on behalf of the Debtors to obtain
     confirmation of the plans; and

   * perform all other necessary legal services and providing
     all other necessary legal advice to the Debtors in
     connection with these chapter 11 cases to bring the
     Debtors' chapter 11 cases to a conclusion.

Mr. Miller stated that other than in connection with the filing
of the Debtors' Chapter 11 proceedings, Pepper Hamilton did not
receive any payments from the Debtors on account of services
rendered.

During the 90 days before the Petition Date, Pepper Hamilton
received a $200,000 pre-filing retainer and applied the retainer
to its prepetition invoices for approximately $25,000.  After
application of the retainer to Pepper Hamilton's prepetition
invoices, the balance is being held for application toward and
payment of postpetition fees and expenses allowed by the Court
which are still due and owing at the conclusion of the case.

Mr. Miller relates that Pepper Hamilton will be paid its
customary hourly rates for services rendered to the Debtors:

   Professional             Hourly Rate
   ------------             -----------
   Partners                 $450 - $695
   Associates               $240 - $345
   Legal Assistants         $175 - $205

David B. Stratton, a partner at Pepper Hamilton, assures the
Court that the firm is a "disinterested person" as that phrase is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

                      About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.

The Debtors' exclusive period to file a plan expires on
April 15, 2008.  (Delta Financial Bankruptcy News, Issue No. 5;
Bankruptcy Creditors' Service Inc.http://bankrupt.com/newsstand/
or 215/945-7000).


ENRON CORP: Seeks $9 Million in Remedies from Hewitt Associates
---------------------------------------------------------------
Enron Creditors Recovery Corp., the successor to bankrupt Enron
Corp., has asked the Honorable Melinda Harmon of the U.S. District
Court for the Southern District of Texas to grant remedies from
benefits outsourcing firm Hewitt Associates Inc., for erroneous
calculations that caused misallocation of $22,000,000 in Enron
Corp. Savings Plan assets and property.

According to the Enron creditors, thousands of settlement fund
claimants were incorrectly distributed funds due to Hewitt's
admitted mistakes, including an internal software glitch.  The
fault led to led to 7,700 ex-workers being overpaid, and about
12,800 being underpaid, the Associated Press reports.

In 2006, former Enron employees received about $89,000,000, the
first payment that is part of a lawsuit settlement over money
they lost through Enron's employee stock ownership and 401(k)
plans, AP relates.

Enron asserted that even after efforts to get back the money that
was overpaid, the settlement fund is still $9,150,000 short as it
prepares to send out revised allocations to fix the problems from
the computer glitch.

"Hewitt has once again failed to live up to its commitment to
fully fund the shortfall it created," John Ray III, president and
chairman of Enron Creditors Recovery Corp., told AP.

Hewitt spokeswoman Maurissa Kanter said in a statement that,
while "[i]t is important to note that Enron, as the plan sponsor,
has the obligation to fund any shortfall to its participants,"
the firm has been trying "to reach an agreement that would allow
for the immediate funding of the shortfall to these
participants."

"Unfortunately, Enron has chosen to take this action, which
significantly throws into doubt the ability ... to achieve a
resolution that will allow for the payment of the funds to the
impacted participants in the near future," AP quoted Hewitt's
statement as saying.

"We're asking [Hewitt] pay the $9 million for their inexplicable
mistake," insists Enron spokesman Harlan Loeb, according to the
Houston Chronicle.  Mr. Loeb adds that it is "ludicrous" for
Hewitt to say Enron should make up for the error.  "Hewitt's own
counsel admitted responsibility for the misallocation in court."

          Enron Proposes Loan and Overpayments Recovery

Enron is suggesting the money be a loan, followed by an effort to
recover overpayments that went to those who are not due more
money in the second series of payments, the Houston Chronicle
reports.

Accordingly, Enron proposes that anything retrieved will go back
to Hewitt.

Employees who were overpaid the first time around but are still
due more will receive smaller second payments to adjust for the
miscalculations.

Hewitt has not replied formally to the fall lawsuit or to Enron's
recent request for $9,150,000, according to the Houston
Chronicle.  The second set of payments, totaling around
$129,000,000, is still pending in discussions about how to
address the errors in the first payments.  A different company
will handle the second payments, Enron's Chicago-based lawyer,
Peter Rush, told the chronicle.

Mr. Rush said it will be up to Judge Harmon whether to follow
Enron's suggestion that Hewitt put up the $9,150,000 to allow the
distribution to go forward.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.  

(Enron Bankruptcy News, Issue No. 202; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ENRON CORP: Retrial for Two Ex-Merrill Lynch Executives Delayed
---------------------------------------------------------------
The Honorable Ewing Werlein of the U.S. District Court for the
Southern District of Texas has delayed the Enron Corp.-related
conspiracy and wire fraud retrial of former Merrill Lynch
executives Daniel Bayly and Robert S. Furst.

The trial was scheduled to start next week but Judge Werlein
granted the delay because Messrs. Bayly and Furst, as well as
third executive James A. Brown, who is scheduled for a separate
retrial, have filed an appeal with the Fifth Circuit Court of
Appeals in New Orleans asking the court to overturn Judge
Werlein's prior ruling not to dismiss all charges.

In 2004, a jury in the District Court for the Southern District
of Texas convicted Messrs. Bayly, Furst, and Brown; fourth
Merrill Lynch executive William Fuhs; and former Enron finance
executive Dan Boyle for their  participation in a bogus sale to
Merrill Lynch of Enron's power barges moored off the coast of
Nigeria to the brokerage in 1999.  According to Bloomberg News,
the transaction enabled Enron to disguise a loan as a sale on its
books.

The Fifth Circuit reversed the convictions in 2006, rejecting the
government's "honest services fraud theory."

The appeals court said, however, that its opinion "should not be
read to suggest that no dishonest, fraudulent, wrongful or
criminal act has occurred," CFO.com reported.  Prosecutors
removed the "honest services" wording from their indictment,
setting the stage for the retrial.

Earlier this month, Judge Werlein rejected the former executives'
request to dismiss the case against them because a retrial would
violate their constitutional protections against double jeopardy,
the Associated Press relates.

Judge Werlein found the double jeopardy claim "lacks merit" but
also found the claim was not "frivolous" or made "solely for the
purpose of delay," according to AP.  Hence, any retrials could
not go forward if an appeal was made.

Attorneys for the three executives have argued that "no crime was
committed by the Merrill Lynch executives because Enron
orchestrated the scheme and that no money or property was lost,"
AP says.

Messrs. Bayly, Furst and Brown are free on bond, according to AP.
Mr. Bayly was serving a 2.5-year sentence; Mr. Furst three years,
and Mr. Brown a three-year, 10-month term.

Mr. Fuhs had his convictions erased by the appeals court for lack
of evidence and he cannot be retried.  Mr. Boyle did not appeal
and is now free after serving a three-year, 10-month prison term.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

(Enron Bankruptcy News, Issue No. 202; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ENRON CORP: High Court Refuses to Review Enron Investors' Lawsuit
-----------------------------------------------------------------
The U.S. Supreme Court rejected a petition by Enron Corp.
investors for a review of a Fifth Circuit Court of Appeals
decision dismissing their claims against third-party investment
banks, whose alleged "active and knowing participation in the
Enron fraud led to tens of billions of dollars in investor
losses."

The appeal sought to overturn a 2-1 decision by a three-judge
panel of the Fifth Circuit, which ruling was issued on
March 19, 2007.  The Enron investors have asked the Supreme Court
to determine if liability exists under Section 10(b) of the
Securities Exchange Act of 1934 and the Securities and Exchange
Commission Rule 10b 5, "where an actor knowingly employs
deceptive devices and contrivances as part of a scheme to defraud
investors in another public company, but makes no affirmative
misrepresentations to the market."

William S. Lerach, Esq., at Lerach, Coughlin, Stoia, Geller,
Rudman & Robbins LLP, in San Diego, California, lead counsel for
Enron's investors, have argued that "the banks should be held
accountable because the Fifth Circuit's decision gives other
corporations the green light to commit fraud without consequence
in the future, threatens the credibility of the securities
markets, and leaves investors without any legal recourse."

The Supreme Court refused to hear on Jan. 22, 2008, the
investors' arguments in the class action lawsuit, which targeted
companies such as Merrill Lynch & Co., Credit Suisse First Boston
and Barclays Bank PLC.  The decision followed a prior ruling that
limited Enron stockholders to pursue third parties.

Now that the Supreme Court has rejected the case, the Associated
Press relates, "I think that the chances of succeeding on a
scheme liability theory are nearly zero," said Greg Markel,
corporate clients representative in securities fraud lawsuits.

However, Ted Frank, director of the AEI Legal Center for the
Public Interest, said in a statement that the Supreme Court
decision is a "victory for investors."

As Mr. Frank explained, after the district court erroneously held
that the Enron shareholders' case could go forward as a class
action, "with plaintiffs claiming total liability of $40 billion,
many banks surrendered when offered a chance to settle for less
than a nickel on the dollar, and innocent shareholders paid $7.3
billion in settlements, about $700 million of which was diverted
to attorneys."

Mr. Frank points out that:

   (a) The plaintiffs' bar had been pushing for a gigantic
       expansion of private litigation, and it is enormously
       beneficial to investors that the Court kept that power in
       check.

   (b) By shutting the door on such claims, investors will not
       have their investments dissipated by litigation costs.

   (c) The Supreme Court's decision is consistent with Congress'
       decision to refuse to create a civil claim.

   (d) One can help investors without paying millions to trial
       lawyers.  Investors are already well-protected by existing
       laws and regulations and the SEC has criminal and civil
       enforcement authority against real "secondary violators."

Enron stockholders could seek to revive their case in the lower
federal courts, though the Fifth Circuit has ruled against them
once before, AP says.

Enron lawyers have said that they will have one more go at
seeking to show that the banks misled the public on the company's
financial status.

To date, Enron investors have settled for approximately
$7,300,000,000 from financial institutions, including JPMorgan
Chase & Co. and Citigroup Inc.  The stockholders are seeking more
than $30,000,000,000 from Merrill Lynch, Credit Suisse and
Barclays Bank.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represents the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.

(Enron Bankruptcy News, Issue No. 202; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EVERGREEN TANK: Moody's Holds B2 Rating; Gives Negative Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family and
probability of default ratings of Evergreen Tank Solutions, Inc.
and the B3, LGD 4 rating on Evergreen Tank's $100 million second
lien term loan.  The outlook has been changed to negative from
stable.

Underlying the change to a negative ratings outlook has been
weaker than expected performance since April 2007, when the
company was purchased from NES Rentals Holdings, Inc. by Odyssey
Investment Partners for $207 million.  Delayed refinery and
petrochemical plant expansions, due to labor shortages and high
raw material prices, along with natural gas price declines and
slightly higher tank storage competition, caused fewer tank
storage units on rent than was originally projected.  As a result,
the company's earnings, though up year-over-year, were materially
below expectation.

Should the number of storage units on rent not rebound to
originally projected levels by mid-2008, the company's sustained,
weaker than expected leverage and margin measures will become
inconsistent with the B2 corporate family rating.  Other factors
that would subject the ratings to downward revision include the
use of debt for dividends, aggressive fleet or acquisition
spending, or a deterioration in the company's liquidity profile
for any other reason.

Moody's acknowledges that Evergreen Tank's performance could
rebound materially if one or more large refinery or petrochemical
plant expansions were to begin, since such customers typically
require a large number of storage tanks.  Moreover, in January
2008 natural gas prices increased significantly which should bode
well for storage tank demand in the Gulf region, while the company
opened three branches in late 2007 to improve distribution.

Evergreen Tank's B2 corporate family rating affirmation is
supported by the company's historically strong operating margin in
renting containment tanks and boxes to principally the refinery,
chemical and oil and gas end markets.  Strong industry dynamics
and increased enforcement of environmental regulations have
enabled historically high equipment utilization rates resulting in
EBITDA margins exceeding 50% and good returns for this equipment
rental niche.  Additionally, the B2 corporate family rating
reflects the company's adequate liquidity profile coupled with
proforma Moody's-adjusted leverage that was estimated to be in the
mid 4.0 times range at April 2007; these credit positives helped
offset the company's cyclicality, small size and moderate customer
concentration when the B2 corporate family rating was originally
assigned.

In addition to the affirmed B3 LGD 4 ratings on the company's
$100 million senior second lien term loan, the corresponding loss
given default assessment rate changed from 59% to 58%.

Evergreen Tank Solutions, Inc., headquartered outside Houston,
Texas, is the third largest provider of temporary liquid and solid
storage containers in the U.S. Gulf.  The company operates 17
locations covering the Gulf region and has a fleet of
approximately 7,300 units.


FIRST FRANKLIN: 16 Classes Get S&P's Rating Downgrades on Losses
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 16
classes of asset-backed certificates issued by five First Franklin
Mortgage Loan Trust transactions and placed two additional ratings
on CreditWatch with negative implications.  At the same time, S&P
affirmed its ratings on the remaining classes from these series.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, reducing overcollateralization (O/C).   
As a result, O/C for the downgraded transactions has fallen to
these levels (series: O/C amount, % of target, O/C target):

     -- 2002-FF2: $151,980, 19.4%, $783,627;
     -- 2004-FF1: $3,533,273, 52.9%, $6,681,709;
     -- 2004-FF4: $3,358,460, 72.2%, $4,652,861;
     -- 2004-FF5: $3,693,470, 67.2%, $5,500,000; and
     -- 2004-FF6: $3,384,637, 63.7%, $5,317,344.
     
S&P's loss projections indicate that the current performance
trends may further compromise credit support for the downgraded
classes.
     
The transactions with lowered ratings have sizeable loan amounts
that are severely delinquent (90-plus days, foreclosures, and
REOs), suggesting that the unfavorable performance trends are
likely to continue.  As of the January 2008 remittance report, the
severe delinquencies relative to O/C are (series: severe
delinquency amount {$}, % of current pool balance, multiple of
O/C):

     -- 2002-FF2: $2.123 million, 15.62%, 13.96x;
     -- 2004-FF1: $14.963 million, 11.59%, 4.23x;
     -- 2004-FF4: $15.005 million, 12.58%, 4.47x;
     -- 2004-FF5: $25.554 million, 12.72%, 6.92x; and
     -- 2004-FF6: $19.007 million, 10.34%, 5.62x.
     
The affirmations reflect both current and projected credit support
percentages that meet or exceed the loss coverage levels for the
current ratings.
     
S&P placed the 'AAA' ratings of classes A-1 and A-2 from series
2002-FF2 on CreditWatch with negative implications.  Subordination
for the senior classes is $1.990 million versus severe
delinquencies of $2.123 million, which threatens to further reduce
the credit support for the classes.  There is a primary mortgage
insurance policy on the mortgage pool, resulting in a 12-month
loss severity of 21.879% for the transaction.  Standard & Poor's
will continue to closely monitor this transaction's performance.   
If losses continue to outpace excess spread, S&P will likely take
negative rating actions.  Conversely, if excess spread covers
losses and O/C builds toward its target balance, S&P will affirm
the ratings and remove them from CreditWatch.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  Additionally, series 2002-FF2
benefits from a loan-level PMI policy issued by Radian Guaranty
Inc. (AA/Negative financial strength rating) for approximately
89.85% and 81.84% of loan groups I and II, respectively, covering
those mortgage loans in the mortgage pool with original loan-to-
value ratios in excess of 60% and not otherwise covered by an
existing PMI policy.  The collateral for these series consists of
a pool of fixed- and adjustable-rate, fully amortizing and balloon
payment mortgage loans secured by first liens on one- to four-
family residential properties.
   
                         Ratings Lowered
   
               First Franklin Mortgage Loan Trust
                  Asset-Backed Certificates

                                      Rating
                                      ------
        Series      Class      To                 From
        ------      -----      --                 ----
        2002-FF2    M-1        BB                 AA
        2002-FF2    M-2        CCC                BB
        2002-FF2    M-3        CCC                B
        2004-FF1    B-1        BBB-               BBB+
        2004-FF1    B-2        B                  BB
        2004-FF1    B-3        CCC                B
        2004-FF4    B-2        B                  BB
        2004-FF4    B-3        CCC                B-
        2004-FF5    M-4        A                  A+
        2004-FF5    M-5        BBB-               A
        2004-FF5    M-6        BB                 A-
        2004-FF5    M-7        B                  BB
        2004-FF5    M-8        B-                 B
        2004-FF5    M-9        CCC                B-
        2004-FF6    B-2        B+                 BBB
        2004-FF6    B-3        B                  BBB-
        2004-FF6    B-4        CCC                B
   
              Ratings Placed on CreditWatch Negative
   
                First Franklin Mortgage Loan Trust
                    Asset-Backed Certificates

                                        Rating
                                        ------
         Series      Class      To                 From
         ------      -----      --                 ----
         2002-FF2    A-1        AAA/Watch Neg      AAA
         2002-FF2    A-2        AAA/Watch Neg      AAA
   
                        Ratings Affirmed
    
               First Franklin Mortgage Loan Trust
                   Asset-Backed Certificates

         Series      Class                         Rating
         ------      -----                         ------
         2004-FF1    R, S                          AAA
         2004-FF1    M-1                           AA
         2004-FF1    M-2                           A
         2004-FF4    A-1, A-2                      AAA
         2004-FF4    M-1                           AA+
         2004-FF4    M-2                           A
         2004-FF4    M-3                           A-
         2004-FF4    B-1                           BBB+
         2004-FF5    A-1, A-2, A-3C                AAA
         2004-FF5    M-1                           AA+
         2004-FF5    M-2                           AA
         2004-FF5    M-3                           AA-
         2004-FF5    B                             CCC
         2004-FF6    A-1, A-2B, M-1                AAA
         2004-FF6    M-2                           A+
         2004-FF6    M-3                           A-
         2004-FF6    B-1                           BBB+


FIRSTLINE SECURITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Firstline Security, Inc.
        aka First Line Security
        aka 1st-Line Security
        500 South Geneva Road
        Orem, UT 84058

Bankruptcy Case No.: 08-20418

Type of Business: The Debtor provides telecommunications services.
                  See http://www.getfirstline.com/

Chapter 11 Petition Date: January 25, 2008

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Adam S. Affleck, Esq.
                  Prince Yeates & Geldzahler
                  City Center 1, Suite 900
                  175 East 400 South
                  Salt Lake City, UT 84111
                  Tel: (801) 524-1000
                  Fax: (801) 524-1099

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
G.E. Security                    Trade Debt            $4,619,124
5624 Collections Center Drive
Chicago, IL 60693

Alarm.com                        Trade Debt            $4,058,633
Billing Department
5th Floor
1861 International Drive
McLean, VA 22103

Secure Wireless                  Trade Debt              $766,429
5817 Dryden Place
Suite 104
Carlsbad, CA 92008

SAP America                      Trade Debt              $363,775
P.O. Box 7780-824024
Philadelphia, PA 19182

American Express                 Business Credit Card    $327,475
P.O. Box 360001
Fort Lauderdale, FL 33336

ADI                              Trade Debt              $312,372
263 Old Country Road
Melville, NY 11747

Ben Ward                         Unpaid Compensation     $248,456

Parr Waddoups Brown              Legal Services          $219,206
Gee & Loveless

Orange County Logistics          Trade Debt              $211,348

Kevin Woodworth                  Unpaid Compensation     $142,000

CIBZ FPG, LLC                    Auditing Services       $104,983

Mike Barnes                      Business Loan           $100,000

SENTO                            Trade Debt               $94,980

ABT, Inc.                        Trade Debt               $93,175

UCN                              Trade Debt               $89,188

Xpress Printing                  Trade Debt               $80,170

Quick Switch                     Trade Debt               $79,990

John Harris                      Unpaid Compensation      $60,500

SYPTEC                           Trade Debt               $53,553

Hartford Insurance               Trade Debt               $50,370


GENERAL GROWTH: Arranges Three New Mortgage Loans on Reg'l Malls
----------------------------------------------------------------
General Growth Properties Inc. disclosed the arrangement of three
new mortgage loans on regional malls owned in joint ventures and
the pending sale of two wholly owned office buildings.

The company reported that one of the new loans is a five year
interest only loan in the amount of $150 million, which will bear
interest at a fixed rate of 5.05%.  It will replace an existing
mortgage loan in the amount of approximately $108 million and
generate approximately $42 million of excess refinancing proceeds
that will be distributed to the partners of the venture in which
the property is held.

Two additional ten year fixed rate loans, aggregating
$181 million, have also been arranged, the company added.  Loan
payments will be interest only for the first three years and then
will be based upon a thirty year amortization schedule for the
remaining seven years.  These two loans will replace existing
loans in the amount of approximately $84 million, and will
generate approximately $97 million of excess refinancing proceeds
that will be distributed to the partners of the ventures in which
the properties are held.  The actual fixed rate of the interest on
these two loans will be established on or prior to the day the
loans are closed.

All three of the aforementioned loans are expected to close on or
before Feb. 1, 2008.

            Negotiations on Terms of 12 Mortgage Loans

Consistent with the company's previously announced capital roadmap
for 2008 and 2009, the company said it is currently negotiating
with numerous lenders the terms and conditions of approximately 8
to 12 new fixed rate long term mortgage loans on two joint venture
assets and the remainder on wholly owned assets.  Some of these
new non-recourse mortgage loans would be placed on unencumbered
properties which would enable the company to use 100% of the
proceeds for working capital and to reduce other debt.  With
respect to those properties with existing mortgage debt, the new
loans would in all cases be closed prior to the maturity date of
the existing loan and would generate excess refinancing proceeds
which would also be available for working capital and to reduce
other debt.  The company currently expects to close on some or all
of the aforementioned loans on or before March 31, 2008.

The company has previously disclosed details of property mortgages
that will mature during the second half of 2008.  Although it is
not possible to accurately predict the availability of commercial
mortgage financing in the future, the company believes that the
supply of financing will increase later in the year.  Accordingly,
the company said it does not believe that it is appropriate to
currently seek commitments to replace other mortgages that will
mature six or more months from now.  Nevertheless, the company
expects to maintain continuous ongoing discussions with numerous
sources of commercial mortgage funding and to obtain timely
commitments for new long term fixed rate loans well in advance of
scheduled mortgage maturity dates.

"General Growth is very proud of its 50+ year unblemished record
of paying every single loan upon its maturity.  This is a
remarkable accomplishment.  In the current impaired availability
of credit environment, lenders prefer to make loans to highly
qualified sponsors and operators like General Growth.  As we are
seeking very conservative loans with high debt service coverage
and loan-to-values of only 50% - 60%, we are receiving significant
levels of interest from lenders," said Bernie Freibaum, CFO of
GGP.

              Agreement to Sell Two Office Buildings

Finally, the company said it has entered into a binding agreement
to sell two wholly owned office buildings.  The aggregate sale
price is approximately $96 million which corresponds to an
approximate 6% capitalization rate on property income.  Due
diligence has been completed and the transaction is expected to
close prior to the end of January 2008.  The company expects to
report a gain of approximately $38 million.

                 About General Growth Properties

General Growth Properties Inc. (NYSE: GGP) -- http://www.ggp.com/
-- is a Chicago-based REIT that acquires, develops, renovates and
manages regional malls in major and middle markets throughout the
United States.  GGP also invests in commercial office buildings
and community development projects purchased in connection with
the Rouse acquisition in 2004.  The company's portfolio totals
approximately 200 million square feet and includes over 24,000
retail stores nationwide.  As of Sept. 30, 2007, the company owned
interests in over 200 million square feet of properties and had
$31.9 billion in total undepreciated book assets.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2007
Fitch Ratings has affirmed General Growth Properties Inc. and its
subsidiaries.  The affirmed ratings include General Growth
Properties' Issuer Default Rating at 'BB'; Revolving credit
facility at 'BB'; Term loan at 'BB'; Exchangeable senior notes at
'BB'; and Perpetual preferred stock (indicative) at 'B+'.  Fitch
also affirmed The Rouse Company LP IDR at 'BB' and Senior
unsecured notes at 'BB' were also affirmed as well as Price
Development Company LP's IDR at 'BB+' and Senior unsecured notes
at 'BB+'.

Fitch's actions affect approximately $5.8 billion of securities.  
The Rating Outlook is Stable.


GENERAL GROWTH: Responds to News of Likely Default and Bankruptcy
-----------------------------------------------------------------
General Growth Properties Inc. said that it is required to respond
to recent inaccurate statements and irresponsible suggestions that
the company might default on its debt obligations or file a
petition for bankruptcy.  The company said that ordinarily it
would not respond to these types of statements and suggestions.  
But in light of the current fragile condition of the real estate
capital markets, it believes that it is now both imperative and in
the best interests of its creditors, stockholders and employees to
do so immediately.  Hence, the company provided these factual
statements.

The company said it is absolutely not in any danger of having to
contemplate a bankruptcy filing, and the company unequivocally has
no intention of doing so.

Since its formation over 50 years ago, the company said it has
borrowed and repaid billions of dollars of loans and has never
failed to pay any loan upon maturity.

According to the company, using conservative third party views of
the current private market value of our real estate, there is
currently at least $15 billion of equity value in excess of all of
its debt and liabilities.  With approximately 300 million
outstanding shares and equivalent operating partnership units,
this $15 billion of equity value in excess of debt and liabilities
translates into a value of $50 per share, more than 50% above the
company's closing price of $32.86 on Jan. 18, 2008.  Other experts
place the value of the company's real estate above its debt
considerably higher than $50 per share.

The company added that conservative loan-to-property-value
mortgage loans are in fact currently available to the company for
its income producing commercial properties.  As previously
disclosed in the company's press releases on January 8th and 17th,
because of the strong property income for financing purposes on
these properties, the company will be able to obtain mortgage
loans at conservative loan-to-property-value ratios of 50%-60%.

Newspaper stories and blogs, the company asserted, have compared
GGP to other companies or individuals that recently utilized
multi-billion dollar short term acquisition loans that are coming
due in February of 2008.  The company has no the multi-billion
dollar loans.  The last material acquisition made by the company
was the purchase of The Rouse company, which closed in November of
2004.  At that time, an $8 billion four-year acquisition loan was
obtained to complete the approximately $14 billion purchase.  By
early 2006, almost two years before it was due, the acquisition
loan was repaid in full.

The company disclosed that it also owns unencumbered income
producing and development in progress properties that the company
believes have a value for financing purposes of at least
$2.5 billion.  These assets can be used through a variety of means
to raise substantially more capital than could be required, even
under the most "doomsday" of future possible scenarios for how the
current commercial retail real estate markets might evolve over
the next two years.

Despite current indications of softening specialty retail sales,
the company assured that malls are well occupied pursuant to long-
term leases.  Taking into account actual 2007 Comparable NOI
growth, and even assuming a weaker overall economy, the company
continues to expect Comparable NOI growth will average at least
5% for 2007-2009.

                        Management Comment

Bernie Freibaum, Chief Financial Officer of General Growth, said,
"we do not like to publicly respond to unwarranted and untrue
allegations, but we must do it in order to protect the interests
of our company's constituents.  We wholeheartedly agree with Barry
Vinocur's reaction to this situation, which he published in his
newsletter.  Mr. Vinocur is the highly regarded editor and
publisher of REIT WRAP, a daily subscription service that is
purchased by virtually all institutional investors in REIT stocks.
Mr. Vinocur said that 'raising the possibility... that a company
might file bankruptcy - especially in today's environment - is
very serious stuff.  Moreover, is there any knowledgeable
individual who would suggest there's even a remote possibility
that GGP might file bankruptcy?'"

"Finally," continued Bernie Freibaum, "Mr. Vinocur adds 'that the
editors signing off on this crap should have their press passes
yanked.'"

                 About General Growth Properties

General Growth Properties Inc. (NYSE: GGP) -- http://www.ggp.com/
-- is a Chicago-based REIT that acquires, develops, renovates and
manages regional malls in major and middle markets throughout the
United States.  GGP also invests in commercial office buildings
and community development projects purchased in connection with
the Rouse acquisition in 2004.  The company's portfolio totals
approximately 200 million square feet and includes over 24,000
retail stores nationwide.  As of Sept. 30, 2007, the company owned
interests in over 200 million square feet of properties and had
$31.9 billion in total undepreciated book assets.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 23, 2007
Fitch Ratings has affirmed General Growth Properties Inc. and its
subsidiaries.  The affirmed ratings include General Growth
Properties' Issuer Default Rating at 'BB'; Revolving credit
facility at 'BB'; Term loan at 'BB'; Exchangeable senior notes at
'BB'; and Perpetual preferred stock (indicative) at 'B+'.  Fitch
also affirmed The Rouse Company LP IDR at 'BB' and Senior
unsecured notes at 'BB' were also affirmed as well as Price
Development Company LP's IDR at 'BB+' and Senior unsecured notes
at 'BB+'.

Fitch's actions affect approximately $5.8 billion of securities.  
The Rating Outlook is Stable.


GSAMP TRUST: S&P Reinstates Rating on Class A-1A Certificates
-------------------------------------------------------------
Standard & Poor's Ratings Services reinstated its pre-Dec. 20,
2007, rating on the class A-1A mortgage pass-through certificates
from GSAMP Trust 2006-S6, a residential mortgage-backed securities
transaction.  Following the reinstatement, S&P removed this rating
from CreditWatch negative, where it was placed on Nov. 16, 2007.   
Class A-1A currently has a principal balance of $10.47 million and
had an original principal balance of $76.00 million.  The current
class A-1A principal balance represents a factor of 13.77%.
     
On Dec. 20, 2007, Standard & Poor's downgraded 793 classes of U.S.
RMBS backed by closed-end second-lien mortgage loans issued during
2004, 2005, and 2006.  The A-1A class issued by GSAMP 2006-S6 was
downgraded in conjunction with these actions.  However, the A-1A
class receives principal before classes A-1B, A-1C, A-2, and A-3,
and S&P's projections indicate that class A-1A will pay off before
these other 'AAA' rated classes default; S&P's projections
indicate that the A-1A class will pay off prior to the defaults of
the other 'AAA' rated classes.  As a result, class A-1A should not
have been downgraded on Dec. 20, 2007.  S&P has reinstated the
rating on this class to 'AAA' from 'B'.
     
As of the December 2007 distribution period, total delinquencies
for GSAMP Trust 2006-S6, including serious delinquencies (90-plus
days, foreclosures, and REOs), were 7.51% of the current pool
balance, while cumulative realized losses were 9.33% of the
original pool balance.  This transaction is 13 months seasoned and
has a pool factor of 58.17%.
     
Subordination, overcollateralization, and excess interest cash
flows provide credit support for this transaction.  The collateral
for this transaction originally consisted of 30-year, fixed-rate,
closed-end second-lien mortgage loans secured by one- to four-
family residential properties.


GSC INVESTMENT: Moody's Puts Ba2 Rating on $22 Mil. Class E Notes
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by GSC Investment Corp. CLO 2007, Ltd.:

(1) Aaa to the $296,000,000 Class A Floating Rate Senior
    Notes Due 2020;

(2) Aa2 to the $22,000,000 Class B Floating Rate Senior Notes
    Due 2020;

(3) A2 to the $14,000,000 Class C Deferrable Floating Rate
    Notes Due 2020;

(4) Baa2 to the $16,000,000 Class D Deferrable Floating Rate
    Notes Due 2020; and

(5) Ba2 to the $22,000,000 Class E Deferrable Floating Rate
    Notes Due 2020.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio, consisting primarily of senior
secured loans, the transaction's legal structure and the
characteristics of the underlying assets.

GSC Investment Corp. will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


HEXION SPECIALTY: Extends Huntsman-Merger Termination to July 4
---------------------------------------------------------------
Hexion Specialty Chemicals Inc. has informed Huntsman Corporation
that it will exercise its right under Section 7.1(b)(ii) of the
Agreement and Plan of Merger dated July 12, 2007, to extend the
termination date by 90 days from April 5, to July 4, 2008.

Huntsman and Hexion had disclosed on Oct. 4, 2007, that each had
received a request for additional information from the Federal
Trade Commission under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.  

Huntsman and Hexion have agreed with the FTC to allow the FTC
additional time to review the merger, such that the merger is not
expected to close before May 3, 2008.  Huntsman and Hexion also
continue to work closely with regulatory agencies in other
jurisdictions, including the European Union.

"This extension was clearly contemplated by the terms of the
merger agreement that we entered into with Hexion last July.  We
continue to work diligently with Hexion and its advisors to secure
the regulatory approvals that are necessary to close the
transaction", Peter Huntsman, president and CEO, noted.

Under the terms of the Merger Agreement, the $28 per common share
cash price to be paid by Hexion upon any completion of the merger
that occurs after April 5, 2008, will be increased at the rate of
8% per annum beginning on Apr. 5, 2008.

                      About Huntsman Corporation

Based in Salt Lake City, Utah, Huntsman Corporation (NYSE: HUN) --
http://www.huntsman.com/-- manufactures and markets   
differentiated and commodity chemicals.  Its operating companies
manufacture products for a variety of industries including
chemicals, plastics, automotive, aviation, textiles, footwear,
paints and coatings, construction, technology, agriculture, health
care,  detergent, personal care, furniture, appliances and
packaging.

                    About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://www.hexionchem.com/-- makes thermosetting resins,  
formaldehyde and other forest product resins, epoxy resins, and
raw materials for coatings and inks.

                         *      *      *

Moody's Investor Service placed Hexion Specialty Chemicals Inc.'s
senior secured debt rating at 'B3', long term corporate family and
probability of default ratings at 'B2' in July 2007.  The ratings
still hold to date.


HOME EQUITY: S&P Downgrades Rating on Class B to 'BB' from 'BBB'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B home equity pass-through certificates from Home Equity Mortgage
Trust 2003-7 to 'BB' from 'BBB'.  At the same time, s&p affirmed
its 'AAA' rating on class P from this transaction.

The lowered rating reflects collateral performance that has eroded
available credit support during recent months.  Monthly net losses
have exceeded monthly excess interest for four of the past six
months.  Cumulative losses for series 2003-7 were 2.60% of the
original principal balance, total delinquencies were 11.43% of the
current principal balance, and severe delinquencies (90-plus days,
foreclosures, and REOs) were 7.14% of the current principal
balance as of the December 2007 remittance period.
     
The affirmation reflects current and projected credit support
percentages that are sufficient to support the certificate at its
current rating level.
     
A combination of subordination, excess spread, and
overcollateralization provide primary credit support for this
transaction.  The collateral consists primarily of 30-year, fixed-
rate, closed-end second-lien mortgage loans secured by one- to
four-family residential properties.

                         Rating Lowered

               Home Equity Mortgage Trust 2003-7
             Home equity pass-through certificates

                                  Rating
                                  ------
                   Class      To         From
                   -----      --         ----
                   B          BB         BBB  

                        Rating Affirmed

               Home Equity Mortgage Trust 2003-7
             Home equity pass-through certificates

                     Class           Rating
                     -----           ------
                     P               AAA


HYDRAULIC TECHNOLOGIES: Court Approves Asset Sale Stipulation
-------------------------------------------------------------
The Honorable Russ Kendig of the United States Bankruptcy Court
for the Northern District of Ohio has approved a stipulation
resolving the sale of substantially all of Hydraulic Technologies
Inc. and its debtor-affiliates' assets to HTI Hydraulic
Technologies LLC and Ligon Capital LLC.

HTI Hydraulic Technologies LLC was an acquisition entity created
by Ligon Capital LLC for the purchase of the Debtors' assets.
HTI is not a debtor.

                               APA

In September 2007, the Debtors obtained Court authority to
enter into an asset purchase agreement with HTI and Ligon.
Under that agreement, HTI and Ligon will purchase the assets
for $5.4 million, subject to certain adjustments.

                             Dispute

On Jan. 3, 2008, HTI and Ligon alleged that the Debtors took
certain actions related to an unauthorized prepayment discount
amount and an overstated A/R amount, that were not in accordance
with the Debtors' ordinary course of business or with generally
accepted business practices.

HTI and Ligon also alleged that the Debtors' actions violated
the terms of the APA by diminishing the value of the purchased
assets.

The Debtors disputed the allegations.

Prior to the dispute, the Debtors, HTI and Ligon agreed
to escrow $268,586 of the purchase price stated in the APA,
which is approximately 85% of the unauthorized prepayment
discount amount and overstated A/R amount.  They also agreed
that the escrow amount would only be released from escrow
upon agreement of the parties or pursuant to Court order.

                            Stipulation

Accordingly, to resolve the matter, the parties agreed to
jointly instruct LaSalle Bank National Association, as escrow
agent, to release within two business days of the effective
date $196,000 of the escrow amount to HTI and Ligon and
$72,586 of the escrow amount, plus any remainder and interest,
to the Debtors.

In addition, the parties agreed that upon payment of those
amounts, they will be considered to have complied fully with
all terms and conditions of the Court's asset sale order.

                   About Hydraulic Technologies

Headquartered in Galion, Ohio, Hydraulic Technologies (Holdings),
Inc. -- http://www.hydraulic-tech.com/-- produces cylinders,   
utilized in numerous applications and markets, through their flow
line areas, as well as their custom cylinder work center.  The
company and its affiliate, Hydraulic Technologies Inc., filed for
Chapter 11 protetcion July 3, 2007 (Bankr. N.D. Ohio Lead Case No.
07-61947).  

Sean Malloy, Esq. at McDonald Hopkins LLC and Jonathan
Friedland, Esq., at Schiff Hardin LLP represent the Debtors.
Donlin Recano serves as the Debtors' claims agent.  Harry
Greenfield, Esq., at Buckley King represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection against their creditors, they listed assets and debts
between $1 million and $100 million.


IAC/INTERACTIVE CORP: Liberty Media Wants to Oust 7 Board Members
-----------------------------------------------------------------
John Malone at Liberty Media Corporation filed a case with the
Court of Delaware that seeks the expulsion of seven members of IAC
InterActiveCorp.'s board of directors, various reports say.

The board members to be removed include IAC chairman Barry Diller
and wife Dianne Von Furstenberg, Edgar Bronfman Jr. and Steven
Rattner, reports relate.

The new case filing follows a lawsuit duel by IA and Liberty Media
in relation to IAC's move in November to spin off four of its
units and become five separate entities, according to the reports.  
Liberty Media, the reports reveal, asserts that the planned spin
off will adversely affect its voting power and stake in IAC.  
Based on the reports, Liberty Media' 62% voting power will drop to
only about half once IAC successfully spins off its units.

Both Messrs. Malone and Diller used to be business partners way
back in the 1990s that resulted in the expansion of IAC.

             Standstill Pact and 30% Stake at IAC

As reported in the Troubled Company Reporter on Jan. 14, 2008,
Liberty Media purchased 14 million shares of InterActiveCorp's
common stock from a single holder at a price of $24.25 per share.

At the time of the transaction, Liberty entered into a standstill
agreement with IAC.  The standstill agreement is subject to
customary exceptions and will expire on the earlier of April 15,
2009, or the completion or abandonment of IAC's  restructuring.

As contemplated by the standstill agreement, IAC also purchased 6
million shares of its common stock from the same holder at $24.25
per share.  As a result of this purchase and IAC's redemption,
Liberty now holds approximately 30% of the economic value of IAC
shares.

                        About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                            About IAC

IAC InterActiveCorp. (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Standard & Poor's Ratings Services lowered its ratings on
IAC/InterActiveCorp to 'BB' from 'BBB-' and placed them on
CreditWatch with negative implications, indicating the potential
for further negative rating movement.  The ratings still hold as
of Jan. 29, 2007.


INDYMAC BANK: Fitch Assigns 'B+' Rating on $500MM Preferred Stock
-----------------------------------------------------------------
Fitch Ratings has assigned these rating to Indymac Bank FSB (rated
'BB'/'B' by Fitch) preferred stock issued in May 2007.

Indymac Bank FSB

  -- $500 million, 8.5% series A, preferred stock 'B+'.


INTERSTATE BAKERIES: Various Parties Oppose Disclosure Statement
----------------------------------------------------------------
The International Brotherhood of Teamsters, the Official Committee
of Unsecured Creditors, The Official Committee of Equity Security
Holders, the U.S. Bank National Association, R2 Investments, ACE
American Insurance Company, Indemnity Insurance Company of
North America, and ESIS Inc., oppose the approval of the
Disclosure Statement filed by Interstate Bakeries Corporation and
its debtor-affiliates with respect to its Plan of Reorganization,
dated Nov. 5, 2007.

As reported in the Troubled Company Reporter on Jan. 22, 2008,
Yucaipa Companies LLC had earlier expressed their disapproval of
the Debtors' Disclosure Statement, citing inadequate information
required under Section 1125 of the Bankruptcy Code.

                            Teamsters

The International Brotherhood of Teamsters contends that the
Disclosure Statement filed by Interstate Bakeries Corporation
with respect to its Plan of Reorganization "displays fatal
deficiencies."

The many blanks throughout the Plan where crucial information
should be disclosed renders the Plan patently non-confirmable on
its face, Frederick Perillo, Esq., at Previant, Goldberg, Uelmen,
Gratz, Miller & Brueggeman, S.C., in Milwaukee, Wisconsin, tells
the Hon. Jerry W. Venters of the U.S. Bankruptcy Court for the
Western District of Missouri.

"While the Debtors have indicated [that] they will provide the
missing information at least five days prior to the voting
deadline or at a later date as may be approved by the Court, this
belated disclosure is insufficient to salvage the Plan," Mr.
Perillo says.

More importantly, Mr. Perillo adds, the Debtors have failed over
the course of the last seven months to make any progress toward
negotiating with the Teamsters with respect to the Plan and exit
financing, to which an agreement with the between the parties is
contingent upon.

"The Debtors have proceeded as if the Teamsters had in fact
agreed with the Plan, even though they have not", Mr. Perillo
notes.

The Disclosure Statement should also inform equity holders and
claimants about the possible financial results of acceptance or
rejection of the Plan, and inform the Debtors' constituents what
they will receive under the Plan and the contingencies to
receiving it, Mr. Perillo explains, citing In re Brandon Mill
Farms, Ltd., 37 B.R. 190, 192 (Bankr. N.D. Ga. 1984), In re
Scioto Valley Mortgage Company, 88 B.R. 168, 170 (Bankr. S.D.
Ohio 1988) and In re Ferretti, 128 B.R. 16, 19 (N.D. N.H. 1991).

According to Mr. Perillo, the more glaring deficiencies of the
Disclosure Statement include significant omissions that are
critical to a meaningful evaluation of the Plan, including:

   * a liquidation analysis;

   * estimates of the amounts of allowed claims in each class;

   * information regarding or amounts of priority tax claims,
     secured tax claims, secured claims, administrative
     convenience claims, prepetition lender claims, capital
     lease claims and general unsecured claims;

   * the number of shares of stock in the Reorganized Debtors
     which will be issued; and

   * a reorganization valuation analysis.

                       Creditors Committee

The Creditors Committee argues further that blanks, omissions and
placeholders are replete throughout the Plan and Disclosure
Statement, and reference is made to schedules and exhibits that
are not properly annexed, Scott Cargill, Esq., at Lowenstein
Sandler PC, in Roseland, New Jersey, tells Judge Venters.

Mr. Cargill also argues that the filing of exhibits to the Plan
and Disclosure Statement with the Court should be at least
10 days before the proposed Voting Deadline and Plan Confirmation
Objection Deadline so that creditors have a reasonable
opportunity to review and analyze the information they contain.

                         Equity Committee

The Equity Committee states that, although the Debtors have
acknowledged the critical problems with their unionized workforce,
a detailed discussion of those matters is conspicuously absent in
the Debtors' Disclosure Statement.

"The Debtors tout the benefits of path to market in the
Disclosure Statement but fail to disclose that the party most
critical to moving path to market from plan to reality -- the
Teamsters -- completely opposes the proposal," Rebecca Stroder,
Esq., at Sonnenschein Nath & Rosenthal LLP, notes.

Moreover, the Disclosure Statement is silent as to how the
Debtors propose to contend with the Teamsters' recalcitrance if
the Court should confirm the Plan.

The Disclosure Statement fails to evaluate or assess that a Plan
confirmation, with the prospect of continued labor unrest could
lead to the paralysis and eventual liquidation of the Debtors'
business, and thus, should not be confirmed, Ms. Stroder adds,
citing In re Adana Mortgage Bankers, Inc., 14 B.R. 29, 31 (Bankr.
N.D. Ga. 1981), In re U.S. Brass Corp., 194 B.R. 420, 425 (Bankr.
E.D. Tex. 1996) and In re Metrocraft Pub. Servs., 39 B.R. 567,
568 (Bankr. N.D. Ga. 1984).

Additionally, the Disclosure Statement does not justify its
contention that the Plan will result in the cancellation of all
equity interests with no distribution or other recovery inuring
to equity holders.

Ms. Stroder further argues that the Disclosure Statement includes
no information with respect to the calculation of enterprise
value and other metrics to justify the Plan's treatment of
general unsecured creditors and equity holders.  Absent that
information, she notes, the Debtors' constituents are wholly
unable to evaluate whether the Plan's treatment of creditors and
equity holders is reasonable.

While the Debtors point to Silver Point Capital, L.P.'s exit
financing bid to justify that there is enough value upon
emergence for distribution to equity holders, the Equity
Committee submits that the Silver Point bid fails to capture the
real value of the Debtors as a going concern, Ms. Stroder says.

The Equity Committee also finds it "incredible" that Yucaipa
Companies LLC, objects to the Disclosure Statement and Plan
without providing any alternative.  In the interim, the auction
process suffered because of the uncertainty created by Yucaipa to
the detriment of shareholders, Ms. Stroder says.

Ms. Stroder tells Judge Venters that the Debtors should have
considered alternatives to restructure their businesses that
might unlock value for their constituents, including:

   -- implementing an "independent operator" delivery system
      used successfully by competitors;

   -- selling either their bread or snack operations and
      reorganizing around the operations remaining; and

   -- continuing to exit unprofitable markets while focusing
      on their profitable markets.

                  U.S. Bank National Association

Clark T. Whitmore, Esq., at Maslon Edelman Borman & Brand LLP, in
Minneapolis, Minnesota, states that the Disclosure Statement
provides incomplete information about all aspects of the proposed
treatment of old convertible noteholders under Class 11 of the
Debtors' Plan, in which the holders will receive their pro rata
share of the Noteholder Plan Distribution Property.

U.S. Bank is the trustee to an indenture dated as of August 12,
2004, with Interstate Bakeries Corporation as the issuer.
Pursuant to the Indenture, $100,000,000 of 6% prepetition senior
subordinate convertible notes due 2014 were issued.

At Sept. 22, 2004, the unpaid balance on the Notes and
guarantees was $100,000,000 in principal, plus $650,000 in
accrued interest, to which no postpetition payments have been
received.

The total number of shares to be issued to all unsecured
creditors was not disclosed, and the relative share of total
equity to be distributed to Class 11 cannot be determined because
of the substantive consolidation issue, Mr. Whitmore relates.

The Disclosure Statement also omits the "management agreements"
it intends to enter into and the reason behind the dilutive
effect of the shares and options to be issued to management and
directors under the Long Term Incentive Plan.

Mr. Whitmore notes that the Debtors also failed to estimate the
number of shares of Class B Common Stock to be withheld from
Class 11 claimholders to settle disputed claims.  There is also
no information provided  about the subscription price and the
available slots of the Rights Offering shares that the Class 11
claimholders may opt to purchase.  The Disclosure Statement only
notifies that the Subscription Agreement will be served upon
Class 11 members at an unspecified date, Mr. Whitmore says.

Moreover, the Disclosure Statement treats holders of Class 11
Claims as beneficiaries of the IBC Creditor Trust under the Plan
to an indeterminate extent.  Mr. Whitmore contends that the
Disclosure Statement's description is unclear as to which actions
and claims will be retained by the Debtors and which will be
included within the Trust.  He further finds that the exhibits
indicating a list of the claims in the Trust Assets and the Trust
Agreement have been omitted.

Furthermore, the Disclosure Statement does not indicate whether
the Trustee's claim for fees and expenses relating to its duties
under the Indenture has been included within Class 11.

Mr. Whitmore points out that the Disclosure Statement omits
critical appendices like liquidation analysis, pro forma
financial projections, reorganization valuation analysis, and
historical financial results.

With respect to administrative convenience claims, if the Debtors
opt to permit certain Noteholder claims to be included within the
distribution to a separate Class of claimants, the Debtors should
specify how the Debtors will adjust the distributions.

Mr. Whitmore also notes that in the Disclosure Statement, the
Debtors make several unsubstantiated factual assertions about the
reliance of creditors upon the "entities as a single economic
unit," and list several facts that in the Debtors' view, would
tend to support their case for substantive consolidation.

"[These are] misleading characterizations and inaccurate
information about the legal standard for substantive
consolidation and provides a one-sided and biased depiction of
its relevant supporting facts," Mr. Whitmore tells Judge Venters.

To address the imbalance in the substantive consolidation
definition issue, U.S. bank insists that the Debtors should state
in their Disclosure Statement that the substantive
consolidation's description ". . . represent[s] the Debtors'
interpretation of the applicable law and its disclosure of facts
that it considers relevant and would attempt to prove in the
event of litigation. . ."
                                                                                
In the Disclosure Statement, the Debtors assume that a settlement
of the substantive consolidation issue has already been proposed
between the Debtors, U.S. Bank and other general unsecured
creditors.  To date, however, no settlement on the issue has been
reached and there is no related proposal in the Plan, Mr.
Whitmore asserts.

U.S. Bank also disputes the Debtors' premature assumption that
labor negotiations have been "modified in order to implement the
Business Plan," because no agreement has yet been reached with
the Teamsters.

According to Mr. Whitmore, the Disclosure Statement should be
modified to expressly indicate an estimate of the Debtors'
current Multi-Employer Pension Plan liabilities, which were due
to the closure of Southern California facilities and the
consequent termination of approximately 1,300 jobs.  The estimate
should be provided with respect to actual closings, including the
Southern California closures in fiscal 2004, 2005, 2006 and 2007,
he says.

Mr. Whitmore adds that the Disclosure Statement should explain
why third parties have been included within the definition of
"Released Parties," and granted broad releases under the Plan.  
The Debtors should also disclose what consideration, if any, is
being given for these releases.

                          R2 Investments

R2 Investments asks the Court to disapprove the Debtors'
Disclosure Statement until adequate information with respect to
the proposed substantive consolidation compromise has been
provided.

R2 Investments is the largest holder of the 6.0% senior
subordinated convertible notes due in 2014 issued by the Debtors
under the Indenture dated as of Aug. 12, 2004.  The convertible
notes' guarantors include Baker's Inn Quality Baked Goods LLC,
IBC Sales Corporation IBC Services LLC, IBC Trucking LLC, and
Interstate Brands Corporation.

Joanne B. Stutz, Esq., at Evans & Mullinix, P.A., in Shawnee,
Kansas, contends that the substantive consolidation proposed by
the Debtors would eliminate the convertible noteholders' bargain
for structural seniority with respect to the $100,000,000 of
unsecured credit they had extended to Interstate Bakeries
Corporation.

"The substantive consolidation eliminates the noteholders'
bargained-for credit enhancement in the form of the Guaranties
and consigning them to the undifferentiated mass of general
unsecured creditors of the Debtors," Ms. Stutz points out.

Under the Debtors' Plan, the convertible noteholders will receive
their pro rata distribution of the Noteholder Plan Distribution
Property while holders of the general unsecured claims will
receive their pro rata share of the GUC Plan Distribution
Property.

According to Ms. Stutz, the separate classification compromise
"collapses the convertible noteholders' note and guaranty claims
against multiple debtors into a single claim against a putatively
consolidated debtor".

The Disclosure Statement is clearly deficient in both the amount
and the kind of information it provides with respect to the
proposed substantive consolidation compromise, Ms. Stutz
maintains.

To enable the Court and the voting creditors to assess the
appropriateness of the proposed substantive consolidation
compromise, R2 Investments proposes that the Disclosure Statement
should contain, at a minimum:

   (i) a detailed discussion of the assumptions utilized to
       calculate the potential recoveries;

  (ii) the range of these potential recoveries; and

(iii) the risks and effects of the Debtors' substantive
       consolidation.

Ms. Stutz avers that the Debtors' proposed Plan as described in
the Disclosure Statement is unconfirmable on its face because the
"deemed" substantive consolidation it proposes would, in the
absence of the substantive consolidation compromise, violate
basic equitable principles and the classification requirements of
Section 1122(a) of the Bankruptcy Code.

"The deemed substantive consolidation leaves the structure of the
Debtors' corporate group undisturbed post-emergence, allowing
[them] to reap all the liability-limiting, tax and other benefits
that such structure provides, while communizing assets of various
debtors, with the sole purpose of stripping certain creditors of
important, bargained-for rights," Ms. Stutz tells Judge Venters.
"Thus, when the plan structure is proposed, the equitable remedy
of substantive consolidation, which is meant to be used as a
shield, is used instead as a sword and does not equity but its
opposite."

Moreover, if the proposed compromise cannot be consummated, the
Plan would also be unconfirmable because it would fail to comply
with the classification requirements of Section 1122(a), which
permits the placement of a claim or interest in a particular
class "only if such claim or interest is substantially similar to
the other claims or interests of such class," Ms. Stutz asserts.

The Debtors' proposal to include in the same class the claims of
the convertible noteholders against IBC under the convertible
notes and the convertible noteholders' claims against the other
Debtor-guarantors under the related Guaranties is inappropriate
because the legal rights of each of the claims is different, and
should consequently be placed in a class by itself, Ms. Stutz
further contends.

                          ACE Companies

ACE American Insurance Company, Indemnity Insurance Company of
North America, and ESIS Inc., ask the Court to deny approval of
the Debtors' Disclosure Statement on the grounds that it lacks
adequate information to enable the ACE Companies, as creditors,
to ascertain how their claims will be classified and treated.

Before and after the Petition Date, the ACE Companies issued
certain insurance policies to Interstate Bakeries Corporation as
the named insured.  The parties also entered into certain written
agreements in connection with the Policies.  Pursuant to the
Policies and the Insurance Agreements, the ACE Companies would
provide insurance coverage during specified policy periods for
workers' compensation pre and postpetition, and automobile
liability after the Petition Date.

IBC and other insureds are required to pay and reimburse the ACE
Companies for, among other things, premium, paid losses within
deductibles, paid loss deposit funds, allocated loss adjustment
expenses, claim administration expenses, all amounts the insureds
may be obligated to pay to other parties but which are paid by
the ACE Companies, and company expenses.

Douglas J. Antonio, Esq., at Duane Morris LLP, in Chicago,
Illinois, relates that the ACE Companies timely filed proofs of
claim against the Debtors for claims arising under the Policies
and Agreements, asserting, among others, two paid loss deposit
funds, each in the amount of $150,000.

Regarding the workers' compensation coverage, Mr. Antonio asserts
that the Debtors should expressly provide that they will assume
the ACE Insurance Program and satisfy their obligations under
Section 365(b)(1) of the Bankruptcy Code, and that the ACE
Companies' claims will not be modified or impaired by the Plan
confirmation.

Furthermore, Mr. Antonio contends that the Debtors must comply
with Section 365 which requires the Debtors to (i) cure any
defaults, (ii) compensate the ACE Companies for any actual
pecuniary loss resulting from any defaults, and (iii) provide
adequate assurance of future performance.

Mr. Antonio tells the Court that the Disclosure Statement should
specifically provide that claims asserted in the ordinary course
of the Debtors' business should be allowed as administrative
expense claims, entitled to a distribution under the Plan.  
Administrative expense claimholders should not be required to
file any request for payment, he adds.

The Disclosure Statement and Plan, Mr. Antonio continues, should
further clarify that the Plan does not (i) preclude or limit the
rights of the insurers to contest or litigate with the Debtors,
the existence, primacy and scope of available coverage under any
alleged applicable policy, (ii) alter the ACE Companies' rights
and obligations under the ACE Insurance Program or the Debtors'
rights and obligations under the Program, or (iii) modify the
coverage provided by the Program.

Holders of a workers' compensation claim should be permitted to
recover the same amounts from the insurers and the Debtors, Mr.
Antonio says.

Reiterating other objecting parties' contention, Mr. Antonio also
complains that the Debtors have not justified its proposed
substantively consolidation of all of the Debtors' estates at the
same time.

While the Plan contains releases of non-Debtor entities who vote
in favor of the Plan, the Debtors have failed to demonstrate the
necessity, fairness and existing unusual circumstances, if any,
to justify the releases, Mr. Antonio maintains.  The Debtors
should not automatically expect to release officers, directors,
insurers, or creditors from future liability, unless some
extraordinary reason is proven, Mr. Antonio notes, citing In re
Transit Group, Inc., 286 B.R. 811, 817-18 (Bankr. M.D. Fla. 2002).

The Court will convene a hearing on Jan. 29, 2008, to consider
the adequacy of the Debtors' Disclosure Statement.  The Debtors
are working with certain of their constituent groups regarding
additional disclosures, and anticipates filing an amended
Disclosure Statement before the hearing.

                          About IBC

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and seven of its debtor-affiliates filed for chapter
11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-
45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
to solicit acceptances of that Plan expired on Jan. 7, 2008.

The Debtors have been been actively seeking higher and better
offers to the proposed financing and plan support agreements and
received interest from multiple parties regarding the opportunity
to invest in the company.  The deadline to submit final bids
lapsed on Jan. 15, 2008, without any qualifying alternative
proposals received for funding its plan of reorganization in
accordance with the Alternative Proposal Procedures previously
approved by the Bankruptcy Court.

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

(Interstate Bakeries Bankruptcy News, Issue No. 84; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


ISLE OF CAPRI: Completes Acquisition of 43% IoC-Black Hawk Stake
----------------------------------------------------------------
Isle of Capri Casinos Inc. has completed the acquisition of the
43% interest in Isle of Capri-Black Hawk LLC owned by an affiliate
of Nevada Gold & Casinos Inc.

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Isle of Capri has executed a definitive agreement pursuant to
which it will acquire the 43% interest in Isle of Capri-Black Hawk
LLC.  Under the terms of the agreement, the company has agreed to
pay $64.6 million for the remaining 43% interest.

Isle of Capri Casinos Inc. currently owns 57% of Isle of Capri-
Black Hawk LLC.  Isle of Capri-Black Hawk LLC owns Isle of Capri-
Black Hawk and Colorado Central Station, both of which are in
Black Hawk, Colorado.

                  About Nevada Gold & Casinos
  
Headquartered in Houston, Texas, Nevada Gold & Casinos Inc.
(AMEX:UWN) -- http://www.nevadagold.com/-- is a gaming company   
involved in financing, developing, owning and operating commercial
gaming projects and financing and developing Native American owned
gaming projects. The company also has real estate interests in
Colorado, California, and Nevada.  It operates in two segments:
gaming projects and other assets.
    
                About Isle of Capri Casinos Inc.

Based in Biloxi, Mississippi and founded in 1992, Isle of Capri
Casinos Inc. (Nasdaq: ISLE) -- http://www.islecorp.com/-- owns  
and operates casinos in Biloxi, Lula and Natchez, Mississippi;
Lake Charles, Louisiana; Bettendorf, Davenport, Marquette and
Waterloo, Iowa; Boonville, Caruthersville and Kansas City,
Missouri and a casino and harness track in Pompano Beach, Florida.  
The company also operates and has a 57% ownership interest in two
casinos in Black Hawk, Colorado.  Isle of Capri Casinos'
international gaming interests include a casino that it operates
in Freeport, Grand Bahama, a casino in Coventry, England, and a
two-thirds ownership interest in casinos in Dudley and
Wolverhampton, England.

                          *     *     *

Moody's Investor Services placed Isle of Capri Casinos Inc.'s
probability of default and long term corporate family ratings at
'B1' in June 2007.  The ratings still hold to date with a stable
outlook.


JABIL CIRCUIT: Earns $62 Million in First Quarter Ended Nov. 30
---------------------------------------------------------------
Jabil Circuit Inc. reported net income of $62.0 million for the  
first quarter of fiscal 2008 ended Nov. 30, 2007, compared to net
income of $41.4 million for the same period in fiscal 2007.

"We are pleased to post a strong quarter with significantly
improved financial performance.  Cash flow from operations and
EBITDA margins were particularly strong and notably higher than
last year," said president and chief executive officer Timothy L.
Main.

Net revenue for the first quarter of fiscal 2008 increased 4.5%
percent to $3.37 billion compared to $3.22 billion for the same
period of fiscal 2007.

GAAP operating income for the first quarter of fiscal 2008
increased 62.0% to $98.9 million compared to $61.1 million for the
same period of fiscal 2007.

Jabil's first quarter of fiscal 2008 core operating income
increased 44.0% to $122.1 million or 3.6% of net revenue compared
to $85.0 million or 2.6% of net revenue for the first quarter of
fiscal 2007.  Core earnings increased 23.0% to $74.6 million
compared to $60.5 million for the first quarter of fiscal 2007.

"In the first half of fiscal 2008, we expect core operating income
and EBITDA margins well above previous year levels.  In the second
half of fiscal 2008, we expect to continue our focus on margin
expansion, cash flow generation and higher returns on invested
capital.  As revenue increases in the second half, cash flow
generation and margin expansion is expected to be particularly
strong," said Main.

               Total Contractual Cash Obligations

At Nov. 30, 2007, the company had total contractual cash
obligations of $1.71 billion, of which contractual obligations for
short and long-term debt arrangements totaled $1.28 billion.

                          Balance Sheet

At Nov. 30, 2007, the company's consolidated balance sheet showed
$6.73 billion in total assets, $4.15 billion in total liabilities,
$9.1 million in minority interest, and $2.58 billion in total
stockholders' equity.

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?2772

                       About Jabil Circuit

Headquartered in St. Petersburg, Florida, Jabil Circuit Inc.,
(NYSE: JBL) -- http://www.jabil.com/-- is an electronic product  
solutions company providing comprehensive electronics design,
manufacturing and product management services to global
electronics and technology companies.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 14, 2008,
Fitch Ratings assigned a 'BB+' rating to Jabil Circuit Inc.'s
proposed Rule 144A offering of $300 million senior unsecured notes
due 2018.  


L TERSIGNI: Pushes for Limited Access to "Innocence" Report
-----------------------------------------------------------
L. Tersigni Consulting CPA, P.C. does not want to publicize a
report on the Debtor clearing its name from alleged offences, The
Associated Press reports.  The Debtor, however, will allow
parties-in-interest access to the report, AP says.

Meanwhile, the U.S. Trustee's Office tells the U.S. Bankruptcy
Court for the District of Connecticut that the public should be
given access to the report, excluding some items, AP relates.

The U.S. Trustee asserts that it is "unfair" for the Debtor to
claim innocence in its report but will not tell the entire public
about it since their right to access the court filings "is well
established," AP reports.

The Court is set to hear the matter today.

As reported in the Troubled Company Reporter on Jan. 25, 2008,
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, the Hon. Alan H.W.
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.

                         About L. Tersigni

Based in Stamford, Connecticut, L. Tersigni Consulting CPA, P.C.
was engaged in the business of accounting and financial advisor to
various constituencies in matters 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.

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, subject to Court approval.


LAWRENCE GOSE: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lawrence Nolasco Gose
        Jaclyn Alice Gose
        13 Rancho Fiesta Road
        Carmel Valley, CA 93924

Bankruptcy Case No.: 08-50294

Chapter 11 Petition Date: January 25, 2008

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtors' Counsel: Heinz Binder, Esq.
                  Law Offices of Binder and Malter
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  http://www.bindermalter.com/

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

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
IndyMac                        real property;        $1,098,000
P.O. Box 78956                 value of security:
Phoenix, AZ 85062              $260,000; value of
                               senior lien: 880,000

Greenpoint Mortgage                                  $69,495
P.O Box 79363
City of Industry, CA 91716

Beneficial                                           $13,550
P.O. Box 60101
City of Industry, CA 91716

Citibank                                             $7,978

Bank of America                                      $7,397

Citifinancial                                        $2,947


LENNAR CORP: S&P Rating Unaffected by $1.9 Bil. Operating Losses
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its corporate credit
rating, debt ratings, and outlook on Lennar Corp.(BB+/Negative/--)
are not immediately affected by a large loss in its fiscal fourth-
quarter 2007.  This Miami-based homebuilder recently announced a
$1.9 billion operating loss for the three months ended Nov. 30,
2007.  The loss included nearly $1.9 billion of noncash FAS 144
inventory valuation adjustments and other noncash charges.   

Notably, Lennar did not book any charges related to FAS 109
reserves for deferred tax assets because the company and its
auditors determined that Lennar would more likely than not
realize those assets in future years.  The noncash charges lowered
Lennar's tangible net worth and forced the company to seek
modifications of the terms governing its $3.1 billion unsecured
credit facility.

Financial covenants were successfully amended, but the facility's
capacity was dramatically reduced to $1.5 billion.  Additionally,
Lennar has agreed to reduce off-balance-sheet recourse debt by
$500 million over the next two years.  This reduction in borrowing
capacity has been offset, for the time being, by a strengthened
cash position.  Lennar held $642 million of unrestricted cash on
Nov. 30, 2008, and subsequently garnered an $852 million tax
refund in cash.  S&P will consider Lennar's operating results,
audited financial statements, and liquidity needs as part of its
quarterly sector review in February 2008.


LENNOX INT'L: S&P Upgrades Corporate Credit Rating to BB+ From BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Lennox International Inc. to 'BB+' from 'BB'.  All
ratings were removed from CreditWatch, where they were placed with
positive implications on Oct. 24, 2007.  The outlook is stable.
     
"The upgrade reflects the company's continued solid operating
performance despite challenging market conditions attributable to
the slowdown in the housing market," said Standard & Poor's credit
analyst Thomas Nadramia.  "Improvements in operating margins
because of price increases and greater cost efficiencies have
resulted in a meaningful strengthening of credit measures that we
consider to be more appropriate for the higher rating.  In
addition, the recent consolidation of refrigeration production in
Tifton, Georgia, and Hearth Products in Union City, Tennessee,
along with start-up of production in 2008 of the company's new
manufacturing facility in Saltillo, Mexico, are expected to create
additional operating efficiencies that should continue to support
Lennox's good operating momentum."
     
Dallas-based Lennox has well-established brands in its heating,
ventilation, air conditioning, and refrigeration equipment
markets, and products spanning all price points.
     
Mr. Nadramia said, "For us to revise our outlook to positive,
Lennox would have to improve its end-market and geographic
diversity, improve operating results in its Service Experts
business, and maintain relatively conservative financial
policies."


LIBERTY MEDIA: Wants Removal of Barry Diller as IAC Chairman
------------------------------------------------------------
John Malone at Liberty Media Corporation filed a case with the
Court of Delaware that seeks the expulsion of seven members of IAC
InterActiveCorp.'s board of directors, various reports say.

The board members to be removed include IAC chairman Barry Diller
and wife Dianne Von Furstenberg, Edgar Bronfman Jr. and Steven
Rattner, reports relate.

The new case filing follows a lawsuit duel by IA and Liberty Media
in relation to IAC's move in November to spin off four of its
units and become five separate entities, according to the reports.  
Liberty Media, the reports reveal, asserts that the planned spin
off will adversely affect its voting power and stake in IAC.  
Based on the reports, Liberty Media' 62% voting power will drop to
only about half once IAC successfully spins off its units.

Both Messrs. Malone and Diller used to be business partners way
back in the 1990s that resulted in the expansion of IAC

             Standstill Pact and 30% Stake at IAC

As reported in the Troubled Company Reporter on Jan. 14, 2008,
Liberty Media purchased 14 million shares of InterActiveCorp's
common stock from a single holder at a price of $24.25 per share.

At the time of the transaction, Liberty entered into a standstill
agreement with IAC.  The standstill agreement is subject to
customary exceptions and will expire on the earlier of April 15,
2009, or the completion or abandonment of IAC's  restructuring.

As contemplated by the standstill agreement, IAC also purchased 6
million shares of its common stock from the same holder at $24.25
per share.  As a result of this purchase and IAC's redemption,
Liberty now holds approximately 30% of the economic value of IAC
shares.

                            About IAC

IAC InterActiveCorp. (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                        About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.  The ratings still hold as of Jan. 29, 2007.


MEDICAL CONNECTIONS: Inks Pact to Buy Medical Staffing's Assets
---------------------------------------------------------------
Medical Connections Holdings Inc. has signed an Asset Purchase
Agreement with Medical Staffing Direct, formerly a Florida based
Staffing Company.  The transaction is expected to close prior to
March 31, 2008, and is dependent upon the exchange of notes held
by approximately 125 MSD Note Holders.  The asset purchase will be
completed for approximately 1.2 million shares of Medical
Connections Holdings common stock.

The assets will include approximately $500,000 in cash and
receivables, hospital contracts, industry relationships well as
several key MSD directors that will assist Medical Connections in
future relationships with national clients.  MSD conducted
approximately $6 million in annual revenue during its last year in
business.

"We are looking forward to this closing as it will bring us
valuable business relationships," Mr. Anthony Nicolosi, president
of Medical Connections, stated.  "Upon closing, approximately 125
MSD Note Holders will be converted into Medical Connections
shareholders.  This will bring our total shareholder base to over
400, which is considered a threshold for some of the major
exchanges."

"A large percentage of the MSD Note Holders are clients of
GunnAllen Financial, a full service brokerage and investment
banking firm based in Tampa, Florida," Mr. Nicolosi continued.
"GunnAllen's assistance in this transaction was instrumental to
this agreement being signed.  Additionally, it is anticipated that
GunnAllen will assist with the MSD Note Holders converting to
Medical Connections shareholders."

This asset purchase is subject to various conditions.

                 About Medical Staffing Direct

Medical Staffing Direct operated as a provider of per-diem nurse
staffing for large national hospital clients.  MSD's core business
was conducted in the Florida and New York markets.

                   About Medical Connections

Headquartered in Boca Raton, Florida, Medical Connections, Inc.
(OTC BB; MCTH) -- http://www.medicalconnections.com/-- is a
recruitment and staffing company that supplies personnel in the
healthcare industry.  The company identifies, trains, and places
medical professionals from allied health, nurses and physicians to
pharmacists and medical scientists.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 20, 2007,
Bagell, Josephs, Levine & Company, LLC reported matters that raise
substantial doubt about Medical Connections Holdings Inc.'s
ability to continue as a going concern after auditing the
company's annual report for 2006 and 2005.  The auditing firm
pointed to the company's inability to generate sufficient cash
flows from revenues during the year ended Dec. 31, 2006, to fund
its operations.  Bagell Josephs also stated that at Dec. 31, 2006,
the company had negative net working capital of $1.3 million.  The
auditing firm further stated that the company's net working
capital position has continued to deteriorate into the first
quarter of 2007.


MOSAIC COMPANY: Earns $394 Million in Second Quarter Ended Nov. 30
------------------------------------------------------------------
The Mosaic Company reported net earnings of $394.0 million for the
second quarter ended Nov. 30, 2007.  These results compare with
net earnings of $65.9 million for the same period a year ago.

Net sales in the second quarter of fiscal 2008 were $2.2 billion,
an increase of $673.4 million, or 44.0% compared with the same
period a year ago.

Mosaic's gross margin for the fiscal 2008 second quarter was
$623.1 million, or 28.4% of net sales, compared with
$160.5 million, or 10.5% of net sales a year ago.  Second quarter
operating earnings were $529.6 million, compared with
$90.7 million for the second quarter in fiscal 2007.  The
increases in gross margin and operating earnings were primarily
the result of higher selling prices for phosphates and potash and
realizing the benefit of favorable industry conditions in the
Offshore segment.

"Our second quarter results demonstrate that Mosaic is leveraging
the robust agricultural economy and delivering record results,"
stated Jim Prokopanko, Mosaic's President and chief executive
officer.  "Our unprecedented operating cash flows have allowed us
to prepay $1 billion of long-term debt over an eight-month period
and we are on track to deliver strong results in fiscal 2008 and
beyond," Prokopanko added.

Selling, general, and administrative expenses were $79.8 million
in the second quarter, compared to $70.4 million for the same
period a year ago.  The increase was primarily due to higher
incentive compensation accruals, post-implementation and
depreciation costs related to the enterprise resource planning
system implemented last fiscal year and other consulting fees.

A foreign currency transaction loss of $52.4 million was recorded
for the second quarter compared to a gain of $19.8 million for the
same period a year ago.  The loss in fiscal 2008 was mainly the
result of a stronger Canadian dollar on significant U.S. dollar-
denominated intercompany receivables, intercompany loans and cash
held by Mosaic's Canadian subsidiaries.  This is primarily a non-
cash charge.

The company recorded a $10.3 million restructuring charge in the
second quarter ended Nov. 30, 2007.  This was due to a change in
estimate related to the company's asset retirement obligations on
certain closed Phosphate facilities, from the company's May 2006
restructuring.

Income tax expense was $100.9 million resulting in an effective
tax rate of 22.3%, including the positive impact of certain tax
benefits which are specific to the quarter totaling $35.9 million.
The tax rate was favorably impacted by the substantial increase in
earnings in the Phosphates business.

Total equity earnings in non-consolidated subsidiaries were
$45.5 million for the second quarter, compared with $15.4 million
for the same period a year ago.  Mosaic's equity earnings in
Fosfertil S.A. were $18.8 million for the second quarter compared
to $5.7 million for the same period last year.  Fosfertil
continues to benefit from strong Brazilian agricultural market
fundamentals.  Mosaic's equity earnings in Saskferco Products Inc.
increased to $24.0 million from $9.3 million, primarily the result
of higher nitrogen selling prices, partially offset by mark-to-
market losses on natural gas derivatives.

Mosaic ended the second quarter with $642.2 million in cash and
cash equivalents.  Cash flow from operations was $986.8 million
for the six months ended Nov. 30, 2007, an increase of
$686.4 million from a year ago.  Mosaic's total debt as of
Nov. 30, 2007 was $1.7 billion, resulting in a debt-to-capital
ratio of 25.0%, down from 41.0% a year ago.  On Dec. 31, 2007,
Mosaic prepaid an additional $150 million of long-term debt,
further reducing its debt-to-capital ratio.

                           Year-to-Date

For the first half ended Nov. 30, 2007, net sales were
$4.2 billion, an increase of 49.0% compared with last year.  Year-
to-date operating earnings were $979.2 million compared with
$222.3 million for the same period a year ago.  Year-to-date SG&A
expenses were $146.4 million compared with $136.1 million for the
same period in fiscal 2007.  A foreign currency transaction loss
of $71.8 million was recorded for the first half of fiscal 2008,
compared to a gain of $27.1 million for the same period a year
ago.  Equity earnings in non-consolidated entities increased year
to date to $57.3 million from $19.3 million last year.

                          Balance Sheet

At Nov. 30, 2007, the company's consolidated balance sheet showed
$9.7 billion in total assets, $4.5 billion in total liabilities,
$26.3 million in minority interest in consolidated subsidiaries,
and $5.2 billion in total stockholders' equity.

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?2773

                     About The Mosaic Company

Headquartered in Plymouth, Minnesota, The Mosaic Company (NYSE:
MOS) -- http://www.mosaicco.com/-- is a producer and marketer of
concentrated phosphates and potash crop nutrients.  For the
global agriculture industry, Mosaic is a single source of
phosphates, potash, nitrogen fertilizers and feed ingredients.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Standard & Poor's Ratings Services raised its ratings on The
Mosaic Co. by one notch, including the corporate credit rating to
'BB+' from 'BB'.  The outlook is positive.


MOVIE GALLERY: S&P Withdraws 'D' Ratings on Chapter 11 Filing
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' ratings on
Movie Gallery Inc.  The company and each of its U.S. subsidiaries
filed for protection under Chapter 11 of the Bankruptcy Code on
Oct. 16, 2007.


MYSTARU.COM: DNTW Chartered Accountants Raises Going Concern Doubt
-----------------------------------------------------------------
DNTW Chartered Accountants, LLP in Markham, Canada, expressed
substantial doubt about the ability of MyStarU.com Inc. to
continue as a going concern after it audited the company's
financial statements for the year ended Sept. 30, 2007.  The
auditor pointed to the company's significant cumulative operating
losses.

The company posted a comprehensive loss of $4,997,250 on total
revenue of $21,554,811 for the year ended Sept. 30, 2007, as
compared with a comprehensive income of $1,071,729 on total
revenue of $15,546,181 in the prior year.

The company had cumulative losses of $2,450,726 as of Sept. 30,
2007, and cash flows from operations during the year ending
Sept. 30, 2007, of $695,098.  The company has committed to its new
business segment, "Investments in Entertainment Arts," which
requires substantial capital in order to invest in and manage the
company's investments.  On April 1, 2006, MYST sold all its
interests in Island Media with the net gain on the disposal of
$295,533.  Island Media's operating loss for the period up to the
date of disposition was $239,776

At Sept. 30, 2006, based on projected future discounted cash
flows, the company determined that an impairment loss related to
its copyrights was present as on those copyrights of $1,530,000.  
The portion of the acquisition costs of Panyu M&M that has been
allocated to goodwill totaled $354,614.  The allocation was made
on the basis of the company's appraised value of Panyu M&M's net
assets as of Sept. 30, 2007.

At Sept. 30, 2007, the company's balance sheet showed $27,611,494
in total assets, $3,693,242 in total liabilities, $3,801,642 of
minority interest in consolidated subsidiaries, and stockholders'
equity of $20,116,610.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?276a

                         About Mystaru.com

Mystaru.com Inc. (MYST), formerly Telecom Communications Inc., is
a fully integrated information and entertainment service provider
in the People's Republic of China.  The company operates in four
segments: investments in entertainment arts productions, in which
the Company purchases and licenses or resells copyrights of
entertainment-related assets; online content and member services
provider, in which it provides online content and member services
for commercial use; software sales, in which it provides Web-based
and mobile software platforms, and importing and exporting of
goods, in which it conducts international trade using the People's
Republic of China as its base of operations.


NATIONAL RV: Hires Omni Management as Claims and Noticing Agent
---------------------------------------------------------------
The United States Bankruptcy Court for the Central District
of California gave National R.V. Holdings Inc. and its debtor-
affiliate, National R.V. Inc., authority to employ Omni Management
Group LLC as their claims and administrator and noticing agent.

As reported in the Troubled Company Reporter on Dec. 21, 2007,
Omni Management is expected to:

   a) prepare and serve required notices in these chapter 11  
      cases, including:

      -- claims bar date;

      -- objections to claims;

      -- hearings on a disclosure statement and confirmation
         of achapter 11 plan; and
      
      -- other miscellaneous notices as the Debtors or the Court
         may deem necessary or appropriate for an orderly
         administration of these chapter 11 cases;

   b) within ten business days after the service of a particular
      notice, file with the clerk's office an affidavit of service
      that includes:

      -- copy of the notice served;

      -- alphabetical list of persons on whom the notice was
         served, along with their addresses; and

      -- the date and manner of service;

   c) maintain copies of all proofs of claim and proofs of
      interest filed in these cases;

   d) maintain official claims registers in these cases by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes these information for each
      such claim or interest asserted:

      -- name and address of the claimant or interest holder and
         any agent thereof;

      -- date that the proof of claim or proof of interest was
         received by the firm and the Court;

      -- claim number assigned to the proof of claim or proof of
         interest; and                                                       

      -- asserted amount and classification of the claim;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) Transmit to the Clerk's Office a copy of the claims  
      registers as requested by the Clerk's Office;
                                                                             
                                                                                 
   g) maintain a current mailing list for all entities that have
      filed proofs of claim or proofs of interest and make such
      list available upon request to the Clerk's Office or any
      party in interest;
                                                                             
                                                                              
   h) provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in these
      cases without charge during regular business hours;
                                              
   i) create and maintain a website to disseminate case
      information including proofs of claim or interest, proof of
      claim forms, claims registers, case documents, Court and
      professional contact information and all other information
      deemed appropriate by the Court and/or the Debtor;
     
   j) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of such transfers as required by
      Bankruptcy Rule 3001(e);

   k) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other  
      requirements;

   l) provide temporary employees to process claims, as necessary;
                                                                               
   m) promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe; and

   n) provide such other claims processing, noticing and related
      administrative services as may be requested from time to
      time by the Debtors.

In addition to the foregoing and to the extent so requested, Omni
will assist the Debtors with, among other things, prepare:

   a) schedules, and any amendments thereto;

   b) maintenance of the Debtors' master creditor list;

   c) mailing and tabulation of ballots for the purpose of voting
      to accept or reject a chapter 11 plan; and

   d) the Debtors' monthly operating reports.

The firm charged between $35 and $285 per hour for services
rendered.  Rates are adjusted annually on January 2 of each year,
and are subject to increase up to 10% per annum.

The Debtors told the Court that the firm requires a $20,000
deposit.

Brian K. Osborne, a member of the firm, assured the Court that the
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Mr. Osborne can be reached at:

     Brian K. Osborne
     Omni Management Group, LLC
     16501 Ventura Blvd., Suite 440
     Encino, California 91436
     Tel: (818) 906-8300
     Fax: (818) 783-2737
     http://www.claimsmanager.com

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its   
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.   The U.S.
Trustee of Region 16 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in this case.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


NATIONAL RV: Committee Taps Pachulski Stang as Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors of National R.V.
Holdings Inc. and its debtor-affiliate, National R.V. Inc., ask
the Hon. Peter H. Carroll of the United States Bankruptcy Court
for the Central District of California for authority to employ
Pachulski Stang & Ziehl & Jones LLP as its counsel.

Pachulski Stang will:
   
   a) assist, advise and represent the Committee in its
      consultations with the Debtors regarding the administration
      of these cases;

   b) assist, advise and represent the Committee in analyzing the
      Debtors' assets and liabilities, investigating the extent
      and validity of liens and participating in and reviewing
      any proposed asset sales, any asset dispostions, financing
      arrangements and cash collateral stipulations or proceedins;

   c) assist, advise and represent the Committee in any manner
      relavant to reviewing and termining the Debtors' rights and
      obligations under leases and other executory contracts;

   d) assist, advise and represent the Committee in investigating
      the acts, conduct, assets, liabilities and the Debtors'
      financial condition and business operation, and desirability
      of the continuance of any portion of the business, and any
      other matters relevant to this case or to the formulation of
      a plan;

   e) assist, advise and represent the Committee in its
      participation in the negotiation formulation and draft of a
      plan of reorganization;

   f)  assist, advise and represent the Committee on the issues
       concerning the appointment of a trusee or examinier;

   g)  assist, advise and represent the Committee in the
       performance of all of its duties and powers under the  
       Bankruptcy Code and the Bankruptcy Rules and in the
       performance of other services as are in the interest of
       those represented by the Committee; and

   h)  assist, advise and represent the Committee in the
       evaluation of claims and on any litigation matters.

The Committee tells the Court that Hamid R. Rafatjoo, Esq., the
lead attorney for this case, will bill $475 per hour.

To the best of the Committee's knowlegde the firm is a
"disintersted person" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Perris, California, National R.V. Holdings
Inc. (Pink Sheets: NRVH) -- http://www.nrvh.com/-- through its   
wholly owned subsidiary, National RV Inc., produces motorized
recreational vehicles.  National RV designs, manufactures and
markets Class A gas and diesel motorhomes under model names Surf
Side, Sea Breeze, Dolphin, Tropi-Cal, Pacifica and Tradewinds.

The Companies filed for Chapter 11 protection on Nov. 30, 2007
(Bankr. C.D. Calif. Lead Case No. 07-17937).  David Guess, Esq.,
at Klee Tuchin Bogdanoff & Stern LLP, represents the Debtors in
their restructuring efforts.  The Debtors selected OMNI Management
Group LLC as their claim, notice and balloting agent.   The U.S.
Trustee of Region 16 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors in this case.

When the Debtors filed for protection against their creditors,
it listed total assets of $54,442,000 and total debts of
$30,128,000.


OCEANIA CRUISES: S&P Lifts Rating to 'B+' on Strong 2007 Results
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Oceania
Cruises Inc.; the corporate credit rating was raised to 'B+' from
'B'.  The rating outlook is stable.
      
"The rating upgrade follows our review of Oceania's preliminary
results for 2007, which were strong relative to our initial
expectations, along with the company's substantial progress in
booking occupancy for 2008," noted Standard & Poor's credit
analyst Ben Bubeck.  "In addition, the upgrade reflects our
assessment that the proposed capital structure of Prestige Cruise
Holdings Inc. (a corporation controlled by Apollo Management LP),
which will directly own both Oceania Cruises Inc. and Regent Seven
Seas Cruises, is aligned with the 'B+' rating."
     
The corporate credit rating on Oceania now incorporates a view of
a consolidated enterprise, including both Oceania and Regent as
wholly owned subsidiaries of Prestige Cruise Holdings Inc.   
Although management's intention is to maintain Oceania and Regent
as two independent brands, S&P believes that the strategic
relationship between the entities within the context of Apollo's
investment in the high-end cruise line niche warrants this
consolidated approach.  In addition, Prestige will guarantee the
debt of Regent, further aligning the credit quality of Regent with
Oceania.
     
However, as S&P considers its assessment of recovery prospects for
lenders under Oceania's first- and second-lien bank facilities,
S&P continues to recognize the distinct financing structure, with
company-specific collateral.  Oceania Cruises Inc. is a guarantor
and intermediate holding company for Insignia Vessel Acquisition
LLC, Nautica Acquisition LLC, and Regatta Acquisition LLC, each of
which is a joint and several borrower under the company's credit
facilities.
     
Miami, Florida-headquartered Oceania currently owns and operates
three identical 698-passenger cruise vessels.  The 'B+' corporate
credit rating reflects the company's vulnerability within the
cruise sector because of its small fleet and niche market
strategy, minimal cash flow diversity with three ships, high debt
leverage, the capital-intensive nature of the industry, and
the travel industry's susceptibility to economic cycles and global
political events.  As a partial offset, the vessels are of high
quality, S&P has a favorable view of the niche segment in which
Oceania operates, and the company has good visibility into future
bookings.  Furthermore, while the acquisition of Regent will
expand Apollo's cruise portfolio into the luxury segment, offering
a broader fleet and more diversified target market, S&P views the
luxury segment as slightly more volatile than Oceania's upper-
premium niche.


OFFICEMAX INC: Brian Cornell Resigns as Member of the Board
-----------------------------------------------------------
Brian Cornell, a board member since 2004, will resign from
OfficeMax(R) Incorporated's board of directors effective
Feb. 14, 2008.

"We appreciate the professional insights and business experience
that Brian has brought to our board of directors," Sam Duncan,
chairman and chief executive officer of OfficeMax, said.  "The
OfficeMax board wishes Brian all the best in his future
endeavors."

Mr. Cornell joined the OfficeMax board of directors in 2004 and is
a member of the audit committee and the governance and nominating
committee.  Mr. Cornell is the chief executive office of Michaels
Stores Inc.

Headquartered in Naperville, Illinois, OfficeMax Incorporated
(NYSE: OMX) -- visit http://www.officemax.com/-- is into both   
business-to-business office products solutions and retail office
products.  The company provides office supplies and paper, in-
store print and document services through OfficeMax ImPress(TM),
technology products and solutions, and furniture to consumers and
to large, medium and small businesses. OfficeMax customers are
served by over 36,000 associates through direct sales, catalogs,
e-commerce.

OfficeMax customers are served by approximately 35,000 associates
through direct sales, catalogs, e-commerce and more than 900
stores.
                          *     *     *

As reported in the Troubled Company Reporter on Nov. 7, 2007,
Standard & Poor's Ratings Services raised the corporate credit
rating on OfficeMax Inc. to 'BB-' from 'B+'.  The outlook is
stable.


OMNOVA SOLUTIONS: Earns $3.7 Million in 4th Quarter Ended Nov. 30
-----------------------------------------------------------------
OMNOVA Solutions Inc. reported net income of $3.7 million for the
fourth quarter ended Nov. 30, 2007, compared to net income of
$17.0 million for the fourth quarter of 2006.  Included in the
fourth quarter of 2006 is a gain of $18.2 million related to the
divestiture of the Building Products business.   

Inncome from continuing operations was $3.4 million for the fourth
quarter of 2007, compared to a loss from continuing operations of
$700,000 for the fourth quarter of 2006.

Net sales increased $19.5 million, to $195.9 million, for the
fourth quarter of 2007 as compared to $176.4 million during the
same period a year ago.  Contributing to the sales increase in the
fourth quarter of 2007 were improved unit volumes of $18.3 million
and positive foreign exchange translation of $1.6 million  
partially offset by unfavorable pricing of $400,000.  Gross profit
decreased to $36.3 million, with a gross profit margin of 18.5% in
the fourth quarter of 2007 as compared to $37.0 million, with a
gross profit margin of 21.0% in the fourth quarter of 2006.

"We are encouraged by the year-over-year earnings expansion
overall, as well as the sales and volume growth in both
Performance Chemicals and Decorative Products, despite what
continues to be a challenging operating and economic environment,"
said Kevin McMullen, OMNOVA Solutions' chairman and chief
executive officer.  "Continued raw material inflation and higher
transportation costs during the quarter put downward pressure on
gross profits.  We will continue aggressive actions to mitigate
these higher costs through productivity and pricing initiatives.

"Despite the difficult environment, we have increased market share
across many product lines, lowered our cost structure -
particularly SG&A expenses - and enhanced the company's global
capabilities.  Further, on Jan. 7, 2008, we announced our
acquisition of the remaining minority interest in our China and
Thailand decorative products joint ventures which will better
position us in the fast growing Asian markets, as well as enhance
our competitive position in North America and Europe."

Selling, general and administrative expense in the fourth quarter
of 2007 decreased $2.2 million to $24.6 million, or 12.6% of
sales, despite new business planning system implementation costs
of $300,000.  This compares to $26.8 million, or 15.2% of net
sales, in the fourth quarter of 2006.  

Interest expense decreased $1.7 million, to $3.1 million, for the
fourth quarter of 2007 as compared to $4.8 million for the same
period a year ago, due to lower average debt and lower average
interest rates.

                 Fiscal Year Ending Nov. 30, 2007

Net sales increased $46.4 million in 2007 to $745.5 million as
compared to $699.1 million in 2006.  Contributing to the sales
increase in 2007 were improved volumes of $27.9 million, sales
price increases of $11.6 million and favorable foreign exchange
translation of $6.9 million.

Gross profit in 2007 was $140.3 million with a gross profit margin
of 18.8% compared to gross margin of $149.9 million and a gross
profit margin of 21.4% in 2006.

Selling, general & administrative expenses of $99.1 million in
2007 were $6.5 million, or 6.2%, lower than 2006.  

Interest expense of $16.5 million in 2007 was $4.8 million lower
than 2006 primarily due to lower debt levels and lower interest
rates as a result of the company's debt refinancing in May 2007.

Equity earnings in affiliates were $1.2 million in 2007, compared
to $2.3 million in 2006.  The decrease in 2007 was primarily due
to higher raw material costs in Asia and one time start-up costs
for a new plant in China.

The company had a loss from continuing operations of $7.0 million
and a net loss of $6.7 million in 2007 compared to income from
continuing operations of $3.2 million and net income of
$21.3 million in 2006.  Included in 2007 are debt redemption costs
of $12.4 million, restructuring and severance costs of
$1.0  million partially offset by a gain of $700,000 on the sale
of an office building and an adjustment to discontinued operations
of $300,000.

Included in 2006 net income are restructuring and severance costs
of $1.3 million and asset impairments of $1.1 million, and a gain
on the sale of the Building Products business, classified as
discontinued operations of $18.2 million.  

No domestic tax provision was provided in either 2007 or 2006 due
to the net loss in 2007 and the utilization of the company's net
operating loss carryforwards in 2006.

Accumulated other comprehensive loss in shareholder's equity
decreased to $3.9 million in 2007, from $24.6 million in 2006,
primarily from the company's actuarial improvement in employee
benefit plans of $19.8 million and foreign currency translation
gains of $3.4 million, partially offset by the unrecognized loss
on an interest rate swap arrangement of $2.5 million.

                           Total Debt

Total debt at the end of the fourth quarter of 2007 was
$149.9 million, down $9.7 million from the third quarter of 2007,
and $15.1 million lower than the fourth quarter of 2006, while Net
Debt was $143.2 million at the end of the fourth quarter of 2007.  
Debt at the end of the fourth quarter of 2007 included
$149.2 million from the company's term loan facility maturing in
2014 and $700,000 borrowed under the company's revolving asset-
based credit facility maturing in 2012, with $73.6 million unused
and available under this line at Nov. 30, 2007.  

                          Balance Sheet

At Nov. 30, 2007, the company's consolidated balance sheet showed
$326.4 million in total assets, $261.1 million in total
liabilities, and $65.3 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the fourth quarter and year ended Nov. 30, 2007,
are available for free at http://researcharchives.com/t/s?2774

                      About OMNOVA Solutions

Based in Fairlawn, Ohio, OMNOVA Solutions Inc. (NYSE: OMN) --
http://www.OMNOVA.com/-- is an innovator of emulsion polymers,  
specialty chemicals, and decorative and functional surfaces for a
variety of commercial, industrial and residential end uses.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Standard & Poor's Ratings Services said that its bank loan and
recovery ratings on OMNOVA Solutions Inc. are unchanged following
a recent amendment.  The bank loan rating on OMNOVA's $150 million
senior secured term loan facility is 'B+', the same as the
corporate credit rating, with a recovery rating of '3', indicating
S&P's expectation for meaningful (50%-70%) recovery in a payment
default scenario.


OTTO BEYER: Case Summary & 24 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Otto E. Beyer Enterprises, Inc.
             44650 S.R. 19
             Altoona, FL 32702

Bankruptcy Case No.: 08-00573

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Otto E. Beyer                              08-00572
        O.E.B., Inc.                               08-00574

Type of Business: The Debtors purchase and rehabilitate distressed
                  homes for resale.  See http://ottoebeyer.com/

Chapter 11 Petition Date: January 28, 2008

Court: Middle District of Florida (Orlando)

Debtors' Counsel: Frank M. Wolff, Esq.
                  Wolff, Hill, McFarlin & Herron, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681

Otto E. Beyer Enterprises, Inc.'s Financial Condition:

Total Assets: $10 Million to $50 Million

Total Debts:  $10 Million to $50 Million

A. Otto E. Beyer Enterprises, Inc.'s Eight Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Office Depot                   credit card           $3,568
P.O. Box 689020
Des Moines, IA 50368-9020

Harris Oil Company, L.L.C.                           $3,185
21901 U.S. Highway 441
Mount Dora, FL 32757

Tractor Supply Co.                                   $1,012
P.O. Box 689020
Des Moines, IA 50368-9020

Chevron                                              $1,003

Voice of South Marion                                $771

Marlin Leasing                                       $326

Exxon Mobil                                          $164

G.E. Capital                                         $126

B. Otto E. Beyer's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Lowe's Business Account        credit card           $9,540
P.O. Box 530970
Atlanta, GA 30353-0970

Capital One Visa               credit card           $8,102
P.O. Box 30285
Salt Lake City, UT 84130-0285

Direct Merchants Bank          credit card           $6,462
Cardmember Services
P.O. Box 5250
Carol Stream, IL 60197-9641

Hirsch Electric                                      $6,122

Chase                          credit card           $2,529

Citi Cards                     credit card           $2,412

Dan's Discount Feed & Fence                          $1,542

Emerge                         credit card           $780

Triangle News Leader                                 $262

Triangle News Leader                                 $164

Sears Gold Mastercard          credit card           $102

C. O.E.B., Inc's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Home Depot Credit Services     credit card           $15,569
P.O. Box 6029
The Lakes, NV 89163

Umatilla Ace Hardware                                $7,814
811 North Central Avenue
Upton, KY 42784

Chase Mastercard               credit card           $4,699
Cardmember Services
P.O. Box 15298
Wilmington, DE 19850-5298

Shell Fleet                    credit card           $364

B.P.                                                 $199


OWNIT MORTGAGE: Moody's Places Ratings of Six Tranches on Watch
---------------------------------------------------------------
Moody's Investors Service placed on watch the rating of six
tranches issued by Ownit Mortgage Solutions Inc.  The collateral
backing each tranche consists of first and second lien, fixed- and
adjustable-rate subprime residential mortgage loans originated by
Ownit Mortgage Solutions Inc. and acquired by Merrill Lynch
Capital Inc.

The deals being reviewed have seen the amount of projected
available credit enhancement reduced from a significant build-up
of the pipeline of delinquent loans as well as imminent stepdown
date.

Complete rating actions are:

Issuer: Ownit Mortgage Loan Trust Asset-Backed Certificates,
Series 2005-1

  -- Cl. B-5; Currently Ba2 on review for possible downgrade

Issuer: Ownit Mortgage Loan Trust Asset-Backed Certificates,
Series 2005-2

  -- Cl. B-1; Currently Baa1 on review for possible downgrade
  -- Cl. B-2; Currently Baa2 on review for possible downgrade
  -- Cl. B-3; Currently Baa3 on review for possible downgrade
  -- Cl. B-4; Currently Ba1 on review for possible downgrade
  -- Cl. B-5; Currently Ba2 on review for possible downgrade


PACKAGING DYNAMICS: S&P Puts B+ Corporate Rating on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed all of its ratings,
including its 'B+' corporate credit rating, on Packaging Dynamics
Corp. on CreditWatch with negative implications.
     
"The CreditWatch listing reflects our assessment that, as a result
of the weakening U.S. economy, Chicago-based Packaging Dynamics
will be challenged to realize further sales price increases and
margin improvement over the next several quarters," said Standard
& Poor's credit analyst Andy Sookram.  "The company had improved
credit measures over the past several quarters because of higher
pricing and some cost-reduction benefits.  Despite the recent
improvement, metrics remain weaker than our prior expectations,
which we had factored into the 'B+' rating."
     
In resolving the CreditWatch listing, S&P will evaluate the
company's prospects for sustaining its recent operating
improvements.  In addition, S&P will consider the company's
financial and operating strategies, financial policies, and S&P's
outlook for market conditions.


PALM INC: To Close More Than 30 Stores Amid Fierce Competition
--------------------------------------------------------------
Palm Inc. will close seven of its eight retail stores plus 26
Airport Wireless stores to "continue to focus . . . around core
business initiatives," Rochelle Garner of Bloomberg News reports,
citing an e-mailed statement by the company.

The company is also consolidating more resources behind fewer
programs in order to compete most effectively, Palm said in the e-
mailed statement cited by Bloomberg.

Palm, according to Ryan Kim at The Tech Chronicles, is now
struggling to reshape its business amid fierce competition from
Research in Motion's BlackBerry devices and the Apple iPhone.

Headquartered in Sunnyvale, California, Palm Inc. (Nasdaq:PALM)
-- http://www.palm.com/-- provides mobile computing solutions  
worldwide.  The company offers Palm Treo smartphones, Palm
LifeDrive mobile managers, and Palm handheld computers, as well as
software, services, and accessories.

                          *     *     *

Palm Inc. continues to carry Moody's "B1" probability of default
and long term corporate family ratings with a stable outlook.

In addition, Palm still carries Standard & Poor's "B" long term
local and foreign issuer credit ratings with a stable outlook.


PATSY CATANZARETI: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Patsy Catanzareti
        aka Pat Catanzareti
        107 Hunt Avenue
        Phillipsburg, NJ 08865

Bankruptcy Case No.: 08-11370

Chapter 11 Petition Date: January 27, 2008

Court: District of New Jersey (Trenton)

Debtors' Counsel: Richard D. Trenk, Esq.
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  http://www.trenklawfirm.com/

Total Assets: $8,340,750

Total Debts:  $1,463,501

Consolidated Debtors' List of Nine Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Debra Lee Walls                                      $274,973
P.O. Box 479
Annandale, NJ 08801

Gebhardt & Kiefer                                    $23,000
1318 Route 31
P.O Box 4001
Clinton, NJ 08809-4001

Eva Hoffman                                          $22,000
72 Leigh Street
Clinton, NJ 08809

Margaret Snyder                                      $20,000

James Mantz                                          $3,000

Walter Wilson, Esq.                                  $3,000

Copeland Shimalla & Wechsler                         $2,635
LLP

Aqua New Jersey Inc.                                 $1,900

Florio, Perruci, Steinhardt &
Fader                                                $1,172


PEABODY ENERGY: Inks Investment Contract with GreatPoint Energy
---------------------------------------------------------------
Peabody Energy has reached an agreement to become a minority
investor in Cambridge-based GreatPoint Energy Inc.  As part of the
agreement, Peabody and GreatPoint Energy will evaluate the
potential for development of joint coal gasification projects
using Peabody reserves and land.

GreatPoint Energy uses a single-stage catalytic gasification
process to create natural gas that is 99.5% pure methane and can
be transported throughout North America utilizing the existing
natural gas pipeline infrastructure.  They are developing the
technology for commercial-scale use for power generation,
residential and commercial heating and production of chemicals.  

GreatPoint Energy has completed testing in a pilot facility in Des
Plaines, Illinois, and is commencing engineering for the first
commercial project.

"Using GreatPoint Energy's technology to turn coal into natural
gas while capturing carbon will provide a clean coal-based
alternative to expensive natural gas imports, while using
Peabody's industry-best reserve position," Rick A. Bowen, Peabody
senior vice president of Btu Conversion and Strategic Planning,
said.  

"Peabody is advancing technology-based solutions around the world
for greater use of coal to build energy security, drive economic
growth and create environmental solutions."

                      About GreatPoint Energy

Based in Cambridge, Massachussetts, GreatPoint Energy --
http://www.greatpointenergy.com/-- is a technology-driven natural  
resources company commercializing catalytic gasification to
convert abundant coal, petroleum coke and biomass into low-cost
natural gas (methane) while capturing and sequestering CO2.  The
company also develops bluegas(TM), coal-derived natural gas.   

                     About Peabody Energy Corp

Headquartered in St. Louis, Misouri, Peabody Energy Corporation
(NYSE:BTU) - http://www.peabodyenergy.com/-- is a coal company.   
The company owns majority interests in 40 coal operations located
throughout all the United States coal producing regions and in
Australia.  In addition, Peabody owns a minority interest in one
Venezuelan mine, through a joint venture arrangement.  Most of the
production in the western United States is low-sulfur coal from
the Powder River Basin.  In the West, it owns and operates mines
in Arizona, Colorado, New Mexico and Wyoming.  In the East, it
owns and operates mines in Illinois, Indiana, Kentucky and West
Virginia.  The company owns six mines, including one late
development-stage mine in Queensland, Australia, and five mines,
including one late development-stage mine and one development-
stage mine in New South Wales, Australia.

                          *     *     *

Moody's Investor Services placed Peabody Energy Corporation's bank
loan debt, senior unsecured debt and probability of default
ratings at 'Ba1' in September 2006.  The ratings still hold to
date with a stable outlook.

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Fitch affirmed these ratings for Peabody Energy Corporation's:
(i) issuer default rating at 'BB+'; (ii) senior unsecured notes at
'BB+'; (iii) senior unsecured revolving credit and term loan at
'BB+'; and (iv) convertible junior subordinated debentures due
2066 at 'BB-'.  The outlook is stable.


PERFORMANCE TRANSPORT: Lenders Objects to Black Diamond DIP Fund
----------------------------------------------------------------
The CIT Group/Business Credit Inc., and Bayerische Hypo-und
Vereinsbank  AG, New York Branch, filed with the U.S. Bankruptcy
Court for the Western District of New York, their supplemental
objection to Performance Transportation Services Inc.'s motion to
secure $15-million dip facility from Black Diamond Commercial
Finance LLC.

The CIT Group/Business and Bayerische Hypo-und according to
Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston &
Rosen, Helfat, are owed roughly $16.5 million under the First Lien
Facility.  

The CIT Group and Bayerische Hypo-und pointed out that since Dec.
13, 2007, nothing has transpired in the Debtors' Chapter 11 cases
that might have resolved or even partially addressed their
opposition to the request.

Mr. Helfat, the Debtors have still not retained Imperial Capital
LLC, as investment banker, and counsel for the Objecting First
Lien Lenders have been advised by the Debtors' counsel that
Imperial has done virtually nothing toward marketing the Debtors'
assets for a sale.

Given the Debtors' inability to retain Imperial, it also seems
highly unlikely that the Debtors will be able to comply with the
sale milestones set forth in Black Diamond's "Definitive DIP Loan
Documents," Mr. Helfat says.

Accordingly, the Debtors now cannot offer any assurances that the
sale process in the case will ever produce a result that could
conceivably warrant the estate's incurrence of an additional $9
million of priming lien indebtedness, in addition to the $6
million priming lien financing already approved on an interim
basis, Mr. Helfat asserts.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  It also
disclosed owing more than $100,000,000 to at most 10,000
creditors, including $708,679 to Broadspire and $282,949 to
General Motors of Canada Limited.   Performance Transportation
Services Inc.'s schedules show total assets of $12,533,174 and
total liabilities of $105,481,656.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos. 07-04746
through 07-04760).  Tobias S. Keller, Esq., at Jones Day,
represents the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ
LLP, serve as the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  The Debtors
exclusive period to file a plan of reorganization expires on
March 18, 2008.

(Performance Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANSPORTAION: Wells Fargo Balks at DIP Financing
-------------------------------------------------------------
Wells Fargo Bank, National Association and D. E. Shaw Laminar
Portfolios L.L.C. filed with the U.S. Bankruptcy Court for the
Western District of New York, their objection to Performance
Transportation Services Inc.'s motion to secure $15-million dip
facility from Black Diamond Commercial Finance LLC.

Wells Fargo Bank, National Association, is the successor
administrative agent and collateral agent under the Second Lien
Credit hold a majority of the second lien debt issued pursuant to
the Debtors' Second Lien Credit and Guaranty Agreement dated
Jan. 26, 2007.

Wells Fargo Bank, National Association, ask the Court to:

   -- deny approval of the Debtor-in-Possession facility on a
      final basis; or

   -- order the modification of the Definitive DIP Loan
      Documents in a manner consistent with its objection.

Walter H. Curchack, Esq., at Loeb & Loeb LLP, in New York, tells
the Court that the final approval of the DIP Facility is
inappropriate at this time.  According to Mr. Curchack, Wells
Fargo has not yet been provided with financial information that
would enable it, as Agent, to compare the Debtors' actual results
against the permitted expenditures under the budget submitted by
the Debtors or their compliance with any of the financial
covenants under the DIP Facility.

According to Mr. Curchack, Wells Fargo is not adequately
protected.  Black Diamond has repeatedly denied Wells Fargo's
request to budget additional amounts as adequate protection
payments to cover the fees and expenses permitted under the Credit
Agreement.  

"Black Diamond has done so with one thing in mind: making it more
difficult for the Second Lien Lenders, certain of which have
submitted a term sheet to the Debtors outlining the terms on which
they would be interested in purchasing the Debtors' assets, to
compete against Black Diamond in connection with the purchase of
the Debtors' assets," Mr. Curchack tells the Court.

Accordingly, Wells Fargo requests that the line item of the
Budget relating to the costs and expenses incurred in connection
with the Credit Agreement retroactively be increased to an
aggregate of $200,000 per month for the first four months of the
Debtors' case.  The amount will be subject to adjustment after the
four months.

Mr. Curchack says certain terms of the DIP Facility threaten to
lessen the chances of the Debtors' creditors to maximize their
recoveries, as well as the rights of third parties seeking to
purchase the Debtors' assets.   These terms set the table for
Black Diamond either to:

    i) call a default and foreclose, thereby getting the
       Debtors' assets on the cheap and without competition; or

   ii) be paid above-market interest and fees while forcing
       the Debtors to rush the sale process, resulting in a
       lower sale price for the Debtors' assets.

Either way, Mr. Curchack says, Black Diamond cannot lose, and the
Debtors' other creditors face substantial prejudice.

Mr. Curchack further asserts that the DIP Facility is far too
expensive.  Black Diamond seeks to be paid exorbitant fees and
interest rates at the expense of the Debtors' creditors.  All of
the fees, according to Mr. Curchack, are already subordinated to
$6 million of the unduly expensive debt as a result of the interim
approval of the DIP Facility and the imposition Priming Liens.

Similarly, D. E. Shaw Laminar Portfolios, L.L.C. and Monarch
Alternative Capital LP ask the Court to deny the approval of the
DIP Facility.

Joseph Minias, Esq., at Quinn Emanuel Urquhart Oliver & Hedges,
LLP, in New York tells Court that the intermediate milestones
instituted in the DIP Facility are unrealistic and will not
afford a buyer sufficient time to deal with the Debtors' key
constituents.

As proof that the milestones are problematic, the Court need look
no further than the first milestone, which requires the Debtors to
distribute a sale information package and non-disclosure agreement
to potentially interested buyers, Mr. Minias relates.  Not only
did the Debtors default and fail to deliver the sale information
by Dec. 19, 2007, they still have not met this milestone, he says.  
Almost a full month after the first deadline, the Debtors remain
in default of the DIP Loan Facility.

The covenants contained in the DIP Facility are a backdoor method
by which Black Diamond can manufacture defaults and take control  
of the Debtors' assets, Mr. Minias continues.  He says that the
Debtors and Black Diamond must adequately demonstrate -- through
testimony or otherwise -- that the Debtors are not currently in
default of the proposed covenants, and that they are, in fact,
reasonable.

Mr. Minias says Black Diamond has been given protections that go
far beyond what are typically afforded to a debtor-in-possession
lender, at the expense of all other parties-in-interest, other
than Allied, and a robust sale process.  

Approval of the DIP Loan Facility, in its current form, would run
roughshod over numerous sections of the Bankruptcy Code and
pervert the Chapter 11 process from one designed to accommodate
all classes of creditors to one specially crafted for the benefit
of Black Diamond, Mr. Minias maintains.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  It also
disclosed owing more than $100,000,000 to at most 10,000
creditors, including $708,679 to Broadspire and $282,949 to
General Motors of Canada Limited.   Performance Transportation
Services Inc.'s schedules show total assets of $12,533,174 and
total liabilities of $105,481,656.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos. 07-04746
through 07-04760).  Tobias S. Keller, Esq., at Jones Day,
represents the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ
LLP, serve as the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  The Debtors
exclusive period to file a plan of reorganization expires on
March 18, 2008.

(Performance Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANSPORTATION: Wants DIP Loan Objections Overruled
---------------------------------------------------------------
Performance Transportation Services Inc. asks the U.S. Bankruptcy
Court for the Western District of New York to overrule all
objections and approve the Black Diamond Commercial Finance LLC
DIP Facility.

Julia S. Kreher, Esq., at Hodgson Russ LLP, in Buffalo, New York,
tells the Court that the Debtors are not requesting forbearance or
additional time to use the objecting lenders' collateral in aid of
any reorganization efforts.  Rather, the Debtors want to preserve
the going concern value of the collateral.

Without the financing provided by the DIP Facility, the Debtors
would be required to discontinue their operations and liquidate
their assets; a result that the objecting enders seek to avoid,
Ms. Kreher says.

The objecting lenders' objections to the terms of the Definitive
DIP Documents also are without merit and should be overruled, Ms.
Kreher tells the Court.

Notwithstanding that the objecting lenders have waived their
rights to object to the terms of the Definitive DIP Documents,
the Debtors and the DIP Agent have agreed to amend the Definitive
DIP Documents to:

    (i) relax certain covenants to provide the Debtors with a
        greater ability to comply with the covenants under the
        Definitive DIP Documents; and

   (ii) extend the schedule for the comprehensive marketing and
        sale of the Debtors' assets, as set forth in the
        Intermediate Milestones.  The Debtors believe that
        these amendments resolve any remaining issues raised by
        the objecting Lenders.

The Debtors believe that the amendments both adequately resolve
the Objecting Lenders' issues with the terms of the Definitive
DIP Documents and demonstrate the DIP Agent's willingness to
negotiate in good faith with the Debtors regarding reasonable
amendments and waivers to the covenants in the Definitive DIP
Documents.

The Debtors are negotiating with the DIP Agent regarding the final
terms of an amendment to the Definitive DIP Documents.  

Before the bankruptcy filing, Ms. Kreher points out, the Debtors
sought, and each of the objecting lenders had the opportunity to
provide postpetition financing, subordinate to the liens of the
First Lien Lenders.  However, no party, including any of the
objecting lenders, was willing to extend the financing to the
Debtors.

"Because the Objecting Lenders were unwilling to extend
postpetition financing themselves, they are in no position to
challenge any of the terms provided in the Definitive DIP
Documents," Ms. Kreher asserts.

The Debtors' access to the DIP Facility is now urgent.  Absent
the new liquidity to be provided by the DIP Facility, not only
would the Debtors' ability to maximize the value of their estates
be jeopardized, but the Debtors also could be forced to cease all
business operations and thereby risk the loss of their going-
concern value to the direct detriment of all parties in interest,
Ms. Kreher explains.
                                                                     
None of the objecting lenders argues that the liquidation value
of the Debtors' assets is greater than the going concern value of
the Debtors' businesses that would be preserved by the DIP
Facility.  In fact, Ms. Kreher contends, implicit in the
objecting lenders' insistence on an extended marketing and sale
process is an admission that the Debtors' going concern value far
exceeds the liquidation value of the assets.

In addition, as set forth in the Proposed DIP Order and as
described in the DIP Financing, the Debtors have provided the
Prepetition Lenders with additional forms of adequate protection
pursuant to the Bankruptcy Code, including:

   -- Adequate Protection Liens,

   -- a Section 507(b) Claim, and

   -- Interests, Fees and Expenses to First and Second Lien
      Secured Lenders.

As a result, the DIP Facility provides adequate protection
of the Prepetition Lenders liens under the Prepetition Credit
Facilities, and the additional adequate protection provided in
the Proposed DIP Order further protects the Prepetition Lenders'
interests.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  It also
disclosed owing more than $100,000,000 to at most 10,000
creditors, including $708,679 to Broadspire and $282,949 to
General Motors of Canada Limited.   Performance Transportation
Services Inc.'s schedules show total assets of $12,533,174 and
total liabilities of $105,481,656.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos. 07-04746
through 07-04760).  Tobias S. Keller, Esq., at Jones Day,
represents the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ
LLP, serve as the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  The Debtors
exclusive period to file a plan of reorganization expires on
March 18, 2008.

(Performance Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Services Inc.; http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Obtains Additional Waivers to DIP Agreement
----------------------------------------------------------
In a regulatory filing with the United States Securities and
Exchange Commission, Pope & Talbot and its debtor-affiliates  
disclosed that on Jan. 4, 2008, they entered into a second waiver
to the Debtor-in-Possession Credit and Security Agreement with
Ableco Finance LLC, Wells Fargo Financial Corporation Canada and
certain other lenders.  The Debtors also reported that on Jan. 7,
2008, they entered into a third waiver to the DIP Credit and
Security Agreement.

R. Neil Stuart, vice president and chief financial officer of
Pope & Talbot Inc., stated that under the Second Waiver, the
Lenders waived any default or event of default under the DIP
Agreement, resulting from the occurrence of a material adverse
deviation from the budget, during certain prior periods with
respect to disbursements for payroll and other taxes and receipts
set forth in the budget.

Under the Third Waiver, Mr. Stuart disclosed, the Lenders waived
any default or event of default under Section 8(a)(a) of the DIP
Agreement resulting from the occurrence of a material adverse
deviation from the budget, during certain prior periods with
respect to lumber duties and insurance set forth in the budget.

A full-text copy of the Second Waiver to the DIP Credit and
Security Agreement is available for free at the SEC:

               http://researcharchives.com/t/s?276d

A full-text copy of the Third Waiver to the DIP Credit and
Security Agreement is available for free at the SEC:

               http://researcharchives.com/t/s?276e

Mr. Stuart reported in a separate regulatory SEC filing dated
Jan. 17, 2008, that the same parties entered into a fourth
waiver to the DIP Credit and Security Agreement on January 11.

Under the Fourth Waiver, the Lenders waived any default or event
of default under Section 8(a)(a) of the DIP Agreement resulting
from the occurrence of a material adverse deviation from the
budget, during certain prior periods with respect to payroll
taxes and benefits, chemical payments and tax payments set forth
in the budget.

A full-text copy of the Fourth Waiver to the DIP Credit and
Security Agreement is available for free at the SEC:
    
               http://researcharchives.com/t/s?276f
  
As reported in the Troubled Company Reporter on Jan. 14, 2008,
Mr. Stuart disclosed that P&T Inc. and Pope & Talbot Ltd., entered
into a first amendment and waiver to its DIP Agreement effective
as of Dec. 20, 2007.

According to Mr. Stuart, the Amendment was necessary to conform
the DIP Agreement to the U.S. Bankruptcy Court for the District of
Delaware's final DIP order, dated Dec. 7, 2007.

As reported in the Troubled Company Reporter on Dec. 13, 2007,
the Hon. Christopher S. Sontchi granted the Debtors authority, on
a final basis, to borrow up to $18,000,000 in term loans and up to
$71,062,301 in revolving credit from Wells Fargo Financial
Corporation, as DIP administrative agent, and Ableco Financial
LLC, as DIP collateral agent.

                     About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.  
The Official Committee of Unsecured Creditors selected Fried,  
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: PwC Reports Completion of Sale of 3 Surplus Lands
----------------------------------------------------------------
PricewaterhouseCoopers Inc., as monitor of the proceedings
commenced by Pope & Talbot Ltd. and its subsidiaries under the
Companies' Creditors Arrangement Act, reports that three out of
four transactions for the sale of the Debtors' surplus land
closed successfully on Jan. 8, 2008.  The closed transactions
are for the sale of Beaverdell South, Deer Park and Shields
Creek.

The fourth transaction with RJR Investments Ltd. for a portfolio
of 10 properties was to have closed on Jan. 14, 2008.

According to the Monitor, the net proceeds received from the
three completed transactions total CDN$2,500,000, which will be
paid to the Debtors' term lenders pursuant to their first ranking
security over the assets.

As reported in the Troubled Company Reporter on Dec 14, 2007,
the British Columbia Supreme Court approved four transactions
covering the sale of the surplus lands of Pope & Talbot Inc. and
its debtor-affiliates.

The Canadian Court held, however, that the closing of each of the
Transactions is subject to the approval of the United States
Bankruptcy Court for the District of Delaware, or having a cross-
border protocol approved, whichever occurs first.

                     About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.  
The Official Committee of Unsecured Creditors selected Fried,  
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


PRC LLC: Court Approves $30 Million DIP Financing
-------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized PRC LLC and its debtor-affiliates to obtain $30,000,000
in debtor-in-possession financing, of which $10,000,000 will
immediately be made available to the Debtors, pursuant to the
Debtors' revolving credit facility with the Royal Bank of
Scotland Plc.

Philip Goodeve, chief financial officer of PRC, LLC, related that
to continue to operate their business in the ordinary course, the
Debtors determined, with the assistance of their financial
advisors, Evercore Partners, that they require postpetition
financing.

In view of the circumstances, certain of the lenders under a
$160,000,000 prepetition credit facility, and who hold first
priority security interests in substantially all of the Debtors'
assets, have agreed to extend postpetition financing to the
Debtors.  The Debtors and RBS, as administrative agent, have
agreed to the terms of a senior secured superpriority debtor-in-
possession financing facility.

The Court also ruled that the amount of issued and outstanding
letters of credit under the revolving facility will not exceed an
aggregate of $4,000,000 at any time.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer  
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

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-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, 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.  (PRC LLC Bankruptcy News, Issue No. 1 & 2;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Court Okays Use of Lenders' Cash Collateral
----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized PRC LLC and its debtor-affiliates to use the cash
collateral of their pre-bankruptcy lenders.

To address their working capital needs and fund their
reorganization efforts, the Debtors require the use of cash
collateral of certain secured lenders under:

    -- a $160,000,000 Amended and Restated First Lien Credit and
       Guaranty Agreement, dated as of November 29, 2006, as
       amended and restated on December 20, 2006; and

    -- a $67,000,000 Amended and Restated Second Lien Credit and
       Guaranty Agreement, dated as of November 29, 2006, as
       amended and restated on December 20, 2006.

As of the date of bankruptcy, about $119,400,000 was outstanding
under the First Lien Credit Agreement, and about $67,000,000 was
outstanding under the Second Lien Credit Agreement.

In connection with the Credit Agreements, the Debtors granted
liens and executed security agreements in favor of The Royal Bank
of Scotland, PLC, as agent for the Lenders, in substantially all
of the Debtors' assets, including cash generated by their business
and the company's bank accounts.

In accordance with an intercreditor agreement, the Second
Lienholders have agreed that liens on any collateral securing
obligations under the First Lien Credit Agreement will be senior
in all respects and prior to any lien on the collateral securing
obligations under the Second Lien Credit Agreement.

The First Lienholders have consented to the Debtors' use of Cash
Collateral in the ordinary course of business in accordance with
a Budget, subject to the adequate protection liens and payments.

Because the amounts that the Debtors intend to borrow on an
interim basis are permitted by the terms of the Intercreditor
Agreement, the Court should likewise find that the Second
Lienholders are deemed to have consented to the use of Cash
Collateral as provided in the Interim DIP Order.

Philip Goodeve, chief financial officer of PRC, LLC, asserted that
the use of cash collateral will provide the Debtors with the
additional necessary capital with which to operate their
business, pay their employees, maximize value, and successfully
reorganize under Chapter 11.

                      Adequate Protection

As adequate protection, RBS, for itself and on behalf of the
First Lienholders, will be granted replacement liens -- of valid,
perfected and enforceable security interest equivalent to a lien
granted under Section 364(c) of the U.S. Bankruptcy Code in and
upon all property of the Debtors.  The Second Lienholders will be
granted replacement liens subject only to the liens of the First
Lienholders.

The First and Second Lienholders' claims are also given a super-
priority administrative claims status.

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer  
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

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-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, 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.  (PRC LLC Bankruptcy News, Issue No. 1 & 2;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRC LLC: Wants to Employ Weil Gotshal as Bankruptcy Counsel
-----------------------------------------------------------
PRC, LLC and its debtor-affiliates ask authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Weil, Gotshal & Manges LLP, as their primary bankruptcy counsel.

Weil Gotshal will:

   a. take all actions to protect and preserve the Debtors'
      estates;

   b. prepare legal documents on behalf of the Debtors;

   c. take necessary or appropriate actions in connection with a
      plan or plans of reorganization, disclosure statement and
      related documents; and

   d. provide other necessary legal services in connection with
      the prosecution of the bankruptcy cases.

Weil Gotshal will be paid on an hourly basis and be reimbursed
for the expenses it may incur for any related works undertaken.
The firm's hourly rates range from $155 to $950, depending upon
the level of seniority and expertise of the lawyer or paralegal
involved.  The firm also received a retainer fee and an advance
against expenses for $2,022,780.

Alfredo R. Perez, Esq., at Weil Gotshal & Manges, LLP, in
Houston, Texas, assures the Court that the firm does not have any
connection with any of the Debtors or parties-in-interest.  He
adds that Weil Gotshal is a "disinterested person" as that phrase
is defined in Section 101(14) of the Bankruptcy Code, as modified
by Section 1107(b).

                          About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer  
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

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-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, 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.  (PRC LLC Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


RAMP TRUST: S&P Cuts Ratings on 61 Classes on Adverse Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 61
classes of mortgage asset-backed pass-through certificates issued
by 14 RAMP Trust transactions and removed one of these ratings
from CreditWatch with negative implications.  Concurrently, S&P
affirmed 219 ratings on 25 RAMP Trust transactions and removed one
from CreditWatch negative.  The ratings on an additional 10
classes from two deals remain on CreditWatch with negative
implications because the classes are insured by Financial Guaranty
Insurance Co., and the rating on this entity is currently on
CreditWatch with negative implications.  Residential Asset
Mortgage Products Inc. is an affiliate of Residential Funding
Corp.
     
On Jan. 24, 2008, Standard & Poor's placed its ratings on an
additional 356 classes of U.S. residential mortgage-backed
securities transactions that have Ambac Assurance Corp. guarantees
on CreditWatch with negative implications, including 40 classes
from various RAMP Trust transactions.
     
The downgrades reflect the adverse performance of the collateral
pools as monthly net losses continue to outpace monthly excess
interest cash flows, thereby compromising overcollateralization
(O/C) and resulting in weakened credit support.  The extent of
this poor performance is highlighted by the fact that credit
support is insufficient to maintain the ratings on the downgraded
classes despite the transactions' cross-collateralization
mechanism; this mechanism makes the excess cash flow of one loan
group available to the other loan group to cover realized losses,
create O/C, compensate for prepayment-related interest shortfalls,
and cover basis risk shortfalls.
     
As of the Dec. 25, 2007, distribution date, cumulative realized
losses ranged from 0.70% to 7.50% of the original principal
balances: the lowest percentage came from a transaction with a
single loan group (series 2005-RS6), while losses for transactions
with dual loan groups ranged from 4.30% (structure group 1 of
series 2001-RS3) to 7.50% (for structure group 2 of series 2001-
RS1).  Total delinquencies ranged from 11.22% to 47.09% of the
current principal balances: the lowest percentage came from a
transaction with a single loan group (series 2004-RS3), while
delinquencies for transactions with dual loan groups ranged from
23.34% (for structure group 1 of series 2001-RS1) to 47.09% (for
structure group 2 of series 2003-RS10).
     
Seasoning for these transactions ranges from 18 months (series
2006-RS3) to 80 months (series 2001-RS1), and the transactions
have outstanding pool factors ranging from approximately 5.97%
(series 2001-RS2) to 68.84% (series 2006-RS3).
     
The current loss levels associated with the downgraded classes
indicate that current and projected credit support percentages are
not sufficient at the previous rating levels.  S&P will continue
to closely monitor these transactions.  If delinquencies continue
to translate into realized losses, S&P will take further negative
rating actions.
     
The rating affirmations on the non-bond-insured transactions
reflect loss coverage percentages that are sufficient to maintain
the current ratings.  The affirmed ratings on the two bond-insured
transactions reflect the financial strength of the associated
underlying ratings.
     
Subordination, excess spread, and O/C provide credit support for
these RAMP transactions.
     
The underlying collateral for these transactions originally
consisted of fixed- or adjustable-rate, first- or second-lien
loans secured primarily by one- to four-family residential
properties.

                        Ratings Lowered

                          RAMP Trust
         Mortgage Asset-Backed Pass-Through Certificates

                                       Rating
                                       ------
           Series     Class     To               From
           ------     -----     --               ----
           2001-RS2   M-II-1    BBB              AA
           2001-RS2   M-II-2    BB-              A
           2001-RS2   M-II-3    CCC              BBB-
           2003-RS7   M-I-3     B                BBB
           2003-RS7   M-II-1    A                AA
           2003-RS7   M-II-2    BB               A
           2003-RS7   M-II-3    B                BBB
           2003-RS8   M-I-2     BBB              A
           2003-RS8   M-I-3     B                BBB
           2003-RS8   M-II-2    BBB+             A
           2003-RS8   M-II-3    BB               A-
           2003-RS8   M-II-4    B+               BBB+
           2003-RS8   M-II-5    B                BBB
           2003-RS9   M-I-2     BBB              A
           2003-RS9   M-I-3     B                BBB
           2003-RS9   M-II-2    BBB+             A
           2003-RS9   M-II-3    BB               A-
           2003-RS9   M-II-4    B+               BBB+
           2003-RS9   M-II-5    B                BBB
           2003-RS10  M-I-2     BBB              A
           2003-RS10  M-I-3     B-               BBB
           2003-RS10  M-II-1    A                AA
           2003-RS10  M-II-2    BB               A
           2003-RS10  M-II-3    B+               A-
           2003-RS10  M-II-4    B                BBB+
           2003-RS10  M-II-5    B-               BBB
           2003-RS11  M-I-3     BB               BBB
           2003-RS11  M-II-4    BBB              BBB+
           2003-RS11  M-II-5    BB               BBB
           2004-RS1   M-I-3     CCC              BBB
           2004-RS1   M-I-4     CCC              BBB-
           2004-RS1   M-II-1    A                AA
           2004-RS1   M-II-2    BB               A
           2004-RS1   M-II-3    B                A-
           2004-RS1   M-II-4    B                BBB+
           2004-RS1   M-II-5    B-               BBB
           2004-RS1   M-II-6    CCC              BBB-
           2004-RS2   M-I-4     CCC              BBB-
           2004-RS2   M-II-1    A                AA
           2004-RS2   M-II-2    BB               A
           2004-RS2   M-II-3    B                A-
           2004-RS2   M-II-4    B                BBB+
           2004-RS2   M-II-5    B-               BBB
           2004-RS2   M-II-6    CCC              BBB-
           2004-RS4   M-I-3     CCC              BBB
           2004-RS4   M-II-1    A+               AA
           2004-RS4   M-II-2    BBB-             A
           2004-RS4   M-II-3    B                A-
           2004-RS4   M-II-4    B-               BBB+
           2004-RS4   M-II-5    CCC              BBB
           2004-RS6   M-I-4     B                BBB
           2004-RS6   M-II-3    BBB+             A-
           2004-RS6   M-II-4    BB               BBB+
           2004-RS6   M-II-5    B                BBB
           2004-RS9   M-II-4    B                BBB+
           2004-RS9   M-II-5    B-               BBB
           2004-RS10  M-I-3     B                BBB
           2004-RS10  M-II-4    BBB              BBB+
           2004-RS10  M-II-5    B                BBB
           2004-RS11  M-5       BB               BBB

       Ratings Lowered and Removed From CreditWatch Negative
   
                           RAMP Trust
        Mortgage Asset-Backed Pass-Through Certificates

                                        Rating
                                        ------
           Series      Class    To               From
           ------      -----    --               ----
           2002-RS2    M-II-2   BBB              A/Watch Neg

           Ratings Remaining on CreditWatch Negative
  
                           RAMP Trust
          Mortgage Asset-Backed Pass-Through Certificates

         Series      Class                    Rating
         ------      -----                    ------
         2004-RS7    *A-I-4                   AAA/Watch Neg
         2004-RS7    *A-I-5, *A-I-6, *A-II-A  AAA/Watch Neg
         2004-RS7    *A-II-B2, A-III          AAA/Watch Neg          
         2005-RS9    *A-I-2, *A-I-3           AAA/Watch Neg
         2005-RS9    *A-I-4, *A-II            AAA/Watch Neg

       Rating Affirmed and Removed From CreditWatch Negative

                            RAMP Trust
         Mortgage Asset-Backed Pass-Through Certificates

                                               Rating
                                               ------

         Series            Class              To    From
         ------            -----              --    ----
         2002-RS2          M-I-2              BB    BB/Watch Neg

                        Ratings Affirmed

                             RAMP Trust
          Mortgage Asset-Backed Pass-Through Certificates

         Series       Class                       Rating
         ------       -----                       ------
         2001-RS2     A-II                        AAA
         2002-RS2     A-I-5                       AAA
         2002-RS2     M-I-1                       AA
         2003-RS1     A-I-5, A-I-6, AI-O          AAA
         2003-RS1     M-I-1                       AA
         2003-RS1     M-I-2                       A
         2003-RS1     M-I-3                       BBB
         2003-RS7     A-I-4, A-I-5, A-I-6         AAA
         2003-RS7     M-I-1                       AA
         2003-RS7     M-I-2                       A
         2003-RS8     A-I-5, A-I-6A, *A-I-6B      AAA
         2003-RS8     A-I-7, A-I-8                AAA
         2003-RS8     M-I-1, M-II-1               AA
         2003-RS9     A-I-5, A-I-6A               AAA
         2003-RS9     *A-I-6B, A-I-7              AAA
         2003-RS9     M-I-1, M-II-1               AA
         2003-RS10    A-I-5                       AAA
         2003-RS10    A-I-6                       AAA
         2003-RS10    A-I-7                       AAA
         2003-RS10    M-I-1                       AA
         2003-RS11    A-I-6A                      AAA
         2003-RS11    *A-I-6B, A-I-7              AAA
         2003-RS11    M-I-1                       AA
         2003-RS11    M-I-2                       A
         2003-RS11    M-II-1                      AA
         2003-RS11    M-II-2                      A
         2003-RS11    M-II-3                      A-
         2004-RS1     A-I-5, A-I-6A               AAA
         2004-RS1     *A-I-6B, A-I-7,             AAA
         2004-RS1     M-I-1                       AA
         2004-RS1     M-I-2                       A
         2004-RS2     A-I-3, A-I-4, A-I-5         AAA
         2004-RS2     M-I-1                       AA
         2004-RS2     M-I-2                       A
         2004-RS2     M-I-3                       BBB
         2004-RS3     A-I-3, A-I-4                AAA
         2004-RS3     A-I-5, A-II                 AAA
         2004-RS3     M-1                         AA
         2004-RS3     M-2                         A
         2004-RS3     M-3                         BBB+
         2004-RS3     M-4                         BBB
         2004-RS3     M-5                         BBB-
         2004-RS4     A-I-4, A-I-5, A-I-6         AAA
         2004-RS4     M-I-1                       AA
         2004-RS4     M-I-2                       A
         2004-RS5     A-I-4, A-I-5                AAA
         2004-RS5     A-I-6, A-II-B3              AAA
         2004-RS5     M-II-1                      AA
         2004-RS5     M-II-2                      A
         2004-RS5     M-II-3                      A-
         2004-RS5     M-II-4                      BBB+
         2004-RS5     M-II-5                      BBB
         2004-RS6     A-I-4                       AAA
         2004-RS6     A-I-5, A-I-6                AAA
         2004-RS6     M-I-1                       AA
         2004-RS6     M-I-2                       A
         2004-RS6     M-I-3                       BBB+
         2004-RS6     M-II-1                      AA
         2004-RS6     M-II-2                      A
         2004-RS8     A-I-4, A-I-5, A-I-6         AAA
         2004-RS8     A-II-3                      AAA
         2004-RS8     M-I-1, M-II-1               AA
         2004-RS8     M-I-2, M-II-2               A
         2004-RS8     M-II-3                      A-
         2004-RS8     M-II-4                      BBB+
         2004-RS8     M-I-3, M-II-5               BBB
         2004-RS9     A-II-2                      AAA
         2004-RS9     A-II-3                      AAA
         2004-RS9     M-II-1                      AA
         2004-RS9     M-II-2                      A
         2004-RS9     M-II-3                      A-
         2004-RS10    A-I-3, A-I-4, A-I-5         AAA
         2004-RS10    A-I-6, A-II-2, A-II-3       AAA
         2004-RS10    A-II-4                      AAA
         2004-RS10    M-I-1, M-II-1               AA
         2004-RS10    M-I-2, M-II-2               A
         2004-RS10    M-II-3                      A-
         2004-RS11    A-3                         AAA
         2004-RS11    M-1                         AA
         2004-RS11    M-2                         A
         2004-RS11    M-3                         A-
         2004-RS11    M-4                         BBB+
         2004-RS12    A-I-4                       AAA
         2004-RS12    A-I-5, A-I-6                AAA
         2004-RS12    M-I-1, M-II-1               AA
         2004-RS12    M-I-2, M-II-2               A
         2004-RS12    M-II-3                      A-
         2004-RS12    M-II-4                      BBB+
         2004-RS12    M-I-3, M-II-5               BBB
         2004-RS12    M-I-4, M-II-6               BBB-
         2005-RS6     A-I-2, A-I-3                AAA
         2005-RS6     A-II-1, A-II-2              AAA
         2005-RS6     M-1                         AA+
         2005-RS6     M-2                         AA
         2005-RS6     M-3                         AA-
         2005-RS6     M-4, M-5                    A+
         2005-RS6     M-6                         A
         2005-RS6     M-7                         BBB+
         2005-RS6     M-8                         BBB
         2005-RS6     M-9                         BBB-
         2005-RS6     M-10, B-1                   BB+
         2005-RS7     A-2, A-3                    AAA
         2005-RS7     M-1                         AA+
         2005-RS7     M-2                         AA
         2005-RS7     M-3                         AA-
         2005-RS7     M-4                         A+
         2005-RS7     M-5                         A
         2005-RS7     M-6                         A-
         2005-RS7     M-7                         BBB+
         2005-RS7     M-8                         BBB
         2005-RS7     M-9                         BBB-
         2005-RS7     B                           BB+
         2005-RS8     A-2, A-3                    AAA
         2005-RS8     M-1                         AA+
         2005-RS8     M-2                         AA
         2005-RS8     M-3                         AA-
         2005-RS8     M-4                         A+
         2005-RS8     M-5                         A
         2005-RS8     M-6                         A-
         2005-RS8     M-7                         BBB+
         2005-RS8     M-8                         BBB
         2005-RS8     M-9                         BBB-
         2005-RS8     B-1                         BB+
         2005-RS8     B-2                         BB
         2006-RS1     A-I-1, A-I-2, A-I-3         AAA
         2006-RS1     A-II                        AAA
         2006-RS1     M-1                         AA+
         2006-RS1     M-2                         AA
         2006-RS1     M-3                         AA-
         2006-RS1     M-4                         A+
         2006-RS1     M-5                         A
         2006-RS1     M-6                         A-
         2006-RS1     M-7                         BBB+
         2006-RS1     M-8                         BBB
         2006-RS1     M-9                         BBB-
         2006-RS2     A-1, A-2, A-3A, A-3B         AAA
         2006-RS2     M-1                         AA+
         2006-RS2     M-2                         AA
         2006-RS2     M-3                         AA-
         2006-RS2     M-4                         A+
         2006-RS2     M-5                         A
         2006-RS2     M-6                         A-
         2006-RS2     M-7                         BBB+
         2006-RS2     M-8                         BBB
         2006-RS2     M-9                         BBB-
         2006-RS3     A-2, A-3, A-4               AAA
         2006-RS3     M-1                         AA+
         2006-RS3     M-2                         AA
         2006-RS3     M-3                         AA-
         2006-RS3     M-4                         A+
         2006-RS3     M-5                         A
         2006-RS3     M-6                         A-
         2006-RS3     M-7                         BBB+
         2006-RS3     M-8                         BBB
         2006-RS3     M-9                         BBB-
         2006-EFC1    A-2, A-3                    AAA
         2006-EFC1    M-1                         AA+   
         2006-EFC1    M-2                         AA+
         2006-EFC1    M-3                         AA
         2006-EFC1    M-4                         AA-
         2006-EFC1    M-5                         A+
         2006-EFC1    M-6                         A
         2006-EFC1    M-7                         A-
         2006-EFC1    M-8                         BBB
         2006-EFC1    M-9                         BBB-

  * Denotes bond-insured classes with ratings that reflect the  
    financial strength of the bond insurer.


RAPID LINK: Recurring Losses Cue KBA to Raise Going Concern Doubt
-----------------------------------------------------------------
Dallas-based KBA Group LLP expressed substantial doubt about the
ability of Rapid Link, Incorporated, to continue as a going
concern after it audited the company's financial statements for
the year ended Oct. 31, 2007.

The auditing firm reported that the company has suffered recurring
losses from continuing operations during each of the last two
fiscal years.  Additionally, at Oct. 31, 2007, the company's
current liabilities exceeded its current assets and the company
has a shareholders' deficit.

The company posted a net loss of $1,999,384 on net revenues of
$17,326,035 for the year ended Oct. 31, 2007, as compared with a
net loss of $1,111,158 on $13,351,030 of net revenues in the prior
year.

At Oct. 31, 2007, the company's balance sheet showed $7,839,490 in
total assets, $10,651,072 in total liabilities, and $2,811,581
stockholders' deficit.

At Oct. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $1,824,606 in total current assets
available to pay $7,209,795 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2769

                           About Rapid Link

Headquartered in Los Angeles, California, Rapid Link Inc. (OTC BB:
RPID.OB) -- http://www.rapidlink.com/-- is a communications  
company providing various forms of voice and data transport
services to wholesale and retail customers around the world.
Rapid Link companies provide licensed traditional long distance
services in the contiguous United States, as well as other next
generation communication services worldwide, including voice over
internet protocol and information service products tailored for
each target market.


RITCHIE (IRELAND): DIP Financing Upped to $4.5 Million
------------------------------------------------------
Ritchie Risk-Linked Strategies Trading (Ireland) Ltd. and Ritchie
Risk-linked Strategies Trading (Ireland) II Ltd. sought and
obtained authority from the U.S. Bankruptcy Court for the Southern
District of New York to increase their 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.


ROBERT MILLS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: Robert Harry Mills, III
             aw TPS Steel Inc.
             aw Ronic Inc. LLP
             8141 Maisey Court
             Corona, CA 92880

Bankruptcy Case No.: 08-10819

Chapter 11 Petition Date: January 27, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtors' Counsel: Marjorie M. Johnson, Esq.
                  P.O. Box 3276
                  Crestline, CA 92325
                  Tel: (909) 336-5199

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a List of 20 Largest Unsecured Creditors.


SAN PASQUAL: Moody's Retains B2 Corporate Family Rating
-------------------------------------------------------
Moody's affirmed the B2 corporate family rating and B1 probability
of default rating of the San Pasqual Development Group, Inc.  It
also affirmed the B2 rating of the $180 million senior notes due
2013.  The outlook remains stable.  The rating actions are based
on Moody's expectation that the company's financial condition will
remain commensurate with a B2 rating during the construction phase
of the contemplated hotel, which is expected to be completed by
the end of 2009.

The rating agency expects that in the context of the hotel
project, the leverage ratio will increase but remain below 5
times, a level still commensurate with the "B" rating category.   
Internal cash is expected to complement a new debt financing to
fund the hotel development while EBITDA should benefit from the
recently completed casino extension.

The outlook remains stable at this junction, anticipating the
aforementioned increase in leverage.  It also assumes that there
will be no delay or disruption during the hotel construction
phase.  Going forward, positive pressures could be exerted on the
ratings or outlook if the operating performance materially
improves following the recent casino extension and it appears that
the leverage ratio is likely to return to and stabilize at a level
below 4 times.

The San Pasqual Development Group, Inc. was formed under the law
of the San Pasqual Band of Mission Indians to oversee the
development, financing, construction, operation, and management of
the Valley View Casino located approximately 40 miles from San
Diego, Celifornia.  For the last twelve months ending Sept. 30,
2007, San Pasqual reported net revenues of approximately
$137 million.


SECURUS TECH: Limited Liquidity Prompts S&P to Chip Ratings to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating and other ratings to 'B-' from 'B' on inmate phone provider
Securus Technologies Inc. and removed them from CreditWatch.  The
outlook is negative.
     
At the same time, S&P also lowered the rating to 'B-' from 'B+' on
the company's $194 million of senior secured second lien notes,
and revised the recovery rating to '4' from '2'.
     
Securus ratings were originally placed on CreditWatch on Sept. 27,
2007, following the company's announced downward revision in its
2007 financial guidance.  S&P lowered the ratings on Nov. 29,
2007, following S&P's heightened concern about the company's
liquidity.
     
Securus disclosed in its third-quarter 10-Q report that it was not
in compliance with the minimum interest coverage ratio required
under its revolving credit facility.  To remedy future potential
defaults, the company received a $10 million equity investment
from H.I.G. Capital Partners III, L.P., which is considered an
add-back under the financial covenants.  The decline in the
company's high-margin wholesale businesses has been largely
responsible for the drop in EBITDA in the past year.
      
"The downgrade reflects our view that the company's liquidity is
extremely limited, given uncertainty about operating performance
over the next year," said Standard & Poor's credit analyst
Catherine Cosentino.
     
For the nine months ended Sept. 30, 2007, EBITDA declined by 29%
and the fourth quarter should also be weak.  While improvement is
anticipated this year, the company could again be out of
compliance with its bank loan financial covenants and will have
ongoing limited cushion to meet covenants throughout the year.
     
The ratings reflect the company's highly leveraged financial risk
profile, very limited liquidity, and a narrow focus within a
competitive and evolving niche marketplace.  A largely recurring
revenue base, supported by long-term customer contracts fails to
mitigate these risks.
     
Securus is one of the two leading independent providers of inmate
telecommunications services to corrections facilities in the U.S.   
The company provides services to correctional facilities operated
by city, county, state, and federal authorities in the U.S. and
Canada.  Securus has been competing aggressively with several
other independent providers in this narrow, approximately
$1.4 billion market, for business traditionally held by the
regional Bell operating companies, local exchange carriers, and
inter-exchange carriers, most of whom exited the corrections
services market in the past few years.
     
Although Securus has benefited from long-term contracts, which,
combined with a solid historical retention rate, provide a largely
recurring and visible revenue base, EBITDA levels for 2007 have
been adversely affected by several non-recurring items.  These
include heightened bad debt expense associated with billing
conversion efforts, dispute settlements,
transaction/restructuring/severance costs, as well as legal fees
for several intellectual property suits.


SMARTIRE SYSTEMS: Sells Second Convertible Debenture
----------------------------------------------------
SmarTire Systems Inc. has sold a second convertible debenture
under the Securities Purchase Agreement entered into on
Nov. 30, 2007.  In addition to the debenture, SmarTire issued 225
million share purchase warrants to the purchaser of the debenture.

Each share purchase warrant may be exercised into shares of
SmarTire's common stock at $0.0298 per share for a period of five
years.  Gross proceeds from the sale of the second debenture and
the 225 million share purchase warrant were $392,000.

Total gross proceeds received to date from the sale of debentures
and share purchase warrants pursuant to the Nov. 30, 2007,
securities purchase agreement aggregate $814,000.

The agreement provides that SmarTire may sell convertible
debentures for a balance of up to $336,000 at any time until May
30, 2008, and issue up to 195 million five year share purchase
warrants exercisable into shares of its Common Stock at $0.0298
per share.

SmarTire intends to use the net proceeds of this financing
offering for general corporate purposes, including working
capital.

                     About SmarTire Systems

Headquartered in Richmond, British Columbia, Canada, SmarTire
Systems Inc. (OTC BB: SMTR.OB) -- http://smartire.com/-- develops  
and markets technically advanced tire pressure monitoring systems
for the transportation and automotive industries that monitor tire
pressure and tire temperature.  Its TPMSs are designed for
improved vehicle safety, performance, reliability and fuel
efficiency.  The company has three wholly owned subsidiaries:
SmarTire Technologies Inc., SmarTire USA Inc. and SmarTire Europe
Limited.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 4, 2007,
BDO Dunwoody LLP, in Vancouver, Canada, conducted its audit of
SmarTire Systems Inc.'s consolidated financial statements for the
year ended July 31, 2006, in accordance with Canadian reporting
standards which do not permit a reference to such events and
conditions which cast substantial doubt about a company's ability
to continue as a going concern when these are adequately disclosed
in the financial statements.

The company has incurred recurring operating losses and has a
deficit of $104 million as at July 31, 2006.  The ability of the
company to continue as a going concern is in substantial doubt and
is dependent on achieving profitable operations, and obtaining the
necessary financing in order to achieve profitable operations.


STRUCTURED ADJUSTABLE: S&P Slashes Rating on Class M2 to B from A
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M1 and M2 mortgage pass-through certificates from Structured
Adjustable Rate Mortgage Loan Trust series 2004-9XS.  At the same
time, S&P removed its rating on class M2 from CreditWatch, where
it was placed with negative implications on April 9, 2007.
Furthermore, S&P affirmed its rating on class A from this
transaction.
     
The downgrades of classes M1 and M2 reflect a steady increase in
the amount of loans in the severe delinquency pipeline combined
with a deterioration in credit support due to realized losses.   
Over the past six remittance periods, the balance of loans that
are severely delinquent has risen $809,000 to $2.041 million, an
increase of approximately 66%. Based on the delinquency pipeline,
losses are projected to further reduce credit enhancement levels.
     
The affirmation of the rating on class A reflects current and
projected credit support percentages that are sufficient to
support the certificate at the current rating level.  As of the
December 2007 remittance period, cumulative losses for series
2004-9XS were 0.14% of the original principal balance, total
delinquencies were 6.31% of the current principal balance, and
severe delinquencies (90-plus days, foreclosures, and REOs) were
2.24%.
     
A combination of subordination and excess spread provide primary
credit support for this transaction.  The underlying collateral
backing the certificates consists primarily of adjustable-rate,
fully-amortizing conventional mortgage loans on one- to four-
family properties.

                         Rating Lowered
     
          Structured Adjustable Rate Mortgage Loan Trust
         Mortgage Pass-Through Certificates Series 2004-9XS

                                  Rating
                                  ------
                   Class      To         From
                   -----      --         ----
                   M1         BBB        AA  

        Rating Lowered and Removed From CreditWatch Negative
     
          Structured Adjustable Rate Mortgage Loan Trust
        Mortgage Pass-Through Certificates Series 2004-9XS

                                  Rating
                                  ------
                   Class      To         From
                   -----      --         ----
                   M2         B          A/Watch Neg  
   
                          Rating Affirmed
   
          Structured Adjustable Rate Mortgage Loan Trust
         Mortgage pass-through certificates series 2004-9XS

                       Class           Rating
                       -----           ------
                       A               AAA


STRUCTURED ASSET: Class M-2 Obtains Moody's Junk Rating
-------------------------------------------------------
Moody's Investors Service downgraded two classes of certificates
and placed on review for possible upgrade one class of
certificates issued by Structured Asset Securities Corp Trust in
2003.  The actions are based on the analysis of the credit
enhancement provided by subordination, overcollateralization and
excess spread relative to the expected losses.  Both transactions
are backed by first-lien Alt-A fixed-rate mortgage loans.   
Structured Asset Securities Corp Trust Series 2003-12XS has a pool
factor of 7.8% and has taken significant losses in previous
months, leaving Class M-2 with potential write-down in the near
future.

Complete rating actions are:

Issuer: Structured Asset Securities Corp Trust

Downgrade:

  -- Series 2003-12XS, Class M-1, Downgraded to Baa3 from A2;
  -- Series 2003-12XS, Class M-2, Downgraded to Caa3 from Ba2;

Review for Possible Upgrade:

  -- Series 2003-18XS, Class A-7, current rating Aa1, under review  
     for possible upgrade.


STRUCTURED ASSET: Moody's Downgrades Ratings on 28 Certificates
---------------------------------------------------------------
Moody's Investors Service has downgraded 28 certificates, and
downgraded and maintained on review for possible further downgrade
1 class of certificates from six deals issued by Structured Asset
Securities Corp Trust in 2005.  All the transactions are backed by
closed-end second lien loans.

The projected pipeline has been continuously increasing over the
past a few months and is likely to affect the credit support for
these certificates.  Furthermore, many underlying first lien loans
are likely to have pending interest rate resets, which may cause
an increase in delinquencies and defaults on the second lien loans
in the pool.  The certificates are being downgraded based on the
fact that the bonds' current credit enhancement levels, including
excess spread, were too low compared to the current projected loss
numbers to sustain the previous rating level.

Complete rating actions are:

Issuer: Structured Asset Securities Corporation 2005-S1

  -- Cl. M6, Downgraded to Baa3 from A3;
  -- Cl. M7, Downgraded to B2 from Baa1;
  -- Cl. M8, Downgraded to Ca from Baa2;
  -- Cl. B1, Downgraded to C from Baa3;
  -- Cl. B2, Downgraded to C from B3.

Issuer: Structured Asset Securities Corp Trust 2005-S2

  -- Cl. M7, Downgraded to Baa3 from Baa1;

  -- Cl. M8, Downgraded to Ba1 from Baa2;

  -- Cl. M9, Downgraded to B3 from Baa3 and on review for further
     possible downgrade.

Issuer: Structured Asset Securities Corp Trust 2005-S3

  -- Cl. M8, Downgraded to Ba1 from Baa2;
  -- Cl. M9, Downgraded to B1 from Baa3.

Issuer: Structured Asset Securities Corp Trust 2005-S5

  -- Cl. M4, Downgraded to Baa2 from A2;
  -- Cl. M5, Downgraded to B1 from A3;
  -- Cl. M6, Downgraded to Caa2 from Baa1;
  -- Cl. M7, Downgraded to C from Baa2;
  -- Cl. M8, Downgraded to C from Ba2.

Issuer: Structured Asset Securities Corp Trust 2005-S6

  -- Cl. M5, Downgraded to Baa2 from A2;
  -- Cl. M6, Downgraded to Ba1 from A3;
  -- Cl. M7, Downgraded to B3 from Baa1;
  -- Cl. M8, Downgraded to Caa3 from Baa2;
  -- Cl. M9, Downgraded to Ca from Baa3;
  -- Cl. B1, Downgraded to C from Ba1;
  -- Cl. B2, Downgraded to C from Ba2.

Issuer: Structured Asset Securities Corp Trust 2005-S7

  -- Cl. M4, Downgraded to A3 from A1;
  -- Cl. M5, Downgraded to Baa1 from A2;
  -- Cl. M6, Downgraded to Ba2 from A3;
  -- Cl. M7, Downgraded to B3 from Baa1;
  -- Cl. M8, Downgraded to Caa3 from Baa2;
  -- Cl. M9, Downgraded to C from Ba2;
  -- Cl. B, Downgraded to C from B2.


STRUCTURED ASSET: S&P Junks Rating on Class M2 Certificates
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on two
classes of mortgage pass-through certificates from Structured
Asset Securities Corp.'s series 2003-3XS.  At the same time, S&P
downgraded two classes from series 2003-3XS and 2003-25XS and
removed both ratings from CreditWatch with negative implications.   
In addition, S&P affirmed its ratings on the remaining 16 classes
from these Structured Asset Securities Corp. transactions and from
series 2004-4XS, and S&P removed one of the affirmed ratings from
CreditWatch negative.
     
The downgrades of class M1 and M2 from series 2003-3XS and class
M3 from series 2003-25XS reflect a steady increase in the amount
of loans in the severe delinquency (90-plus days, foreclosures,
and REOs) pipeline in combination with a deterioration of credit
support due to realized losses.  During the past six remittance
periods, losses have exceeded excess interest by an average of
$9,350 for series 2003-3XS.  The failure of excess interest to
cover monthly losses has resulted in the subsequent write-downs to
the most subordinate class in this deal.  Over the past six
remittance periods, the balance of loans that are severely
delinquent has not diminished for series 2003-25XS, but rather has
risen $83,000 to $3.643 million, an increase of 2.3%.  Based on
the delinquency pipeline, losses are projected to further reduce
credit enhancement levels.  The downgrade of class M3 from series
2003-3XS reflects the complete erosion of available credit support
and the subsequent write-downs for this class.  Even though class
M3 experienced a recovery of $40,091 during the December 2007
remittance period, it currently has cumulative realized losses of
$51,378.  Cumulative losses were 0.74% of the original principal
balance for series 2003-25XS and 0.82% for series 2003-3XS;
total delinquencies were 11.99% of the current principal balance
for series 2003-25XS and 17.86% for series 2003-3XS; and severe
delinquencies (90-plus days, foreclosures, and REOs) were 7.63%
for series 2003-25XS and 8.11% for series 2003-3XS.
     
The affirmations reflect current and projected credit support
percentages that are sufficient to support the certificates at the
current rating levels.  Cumulative losses for series 2004-4XS were
0.34% of the original principal balance, total delinquencies were
2.59% of the current principal balance, and severe delinquencies
were 1.08%.
     
A combination of subordination and excess spread provide primary
credit support for these transactions.  The underlying collateral
backing the certificates consists primarily of Alternative-A,
fixed-rate, first-lien mortgage loans secured by one- to four-
family residential properties.

                        Ratings Lowered

               Structured Asset Securities Corp.
              Mortgage Pass-Through Certificates

                                         Rating
                                         ------
            Series       Class       To         From
            ------       -----       --         ----
            2003-3XS     M1          BBB        AA
            2003-3XS     M2          CCC        A

       Ratings Lowered and Removed From CreditWatch Negative

                 Structured Asset Securities Corp.
                Mortgage Pass-Through Certificates

                                       Rating
                                       ------
           Series       Class       To         From
           ------       -----       --         ----
           2003-3XS     M3          D          BB/Watch Neg
           2003-25XS    M3          CCC        B/Watch Neg

       Rating Affirmed and Removed From CreditWatch Negative

                 Structured Asset Securities Corp.
                Mortgage Pass-Through Certificates

                                        Rating
                                        ------
           Series       Class       To         From
           ------       -----       --         ----
           2004-4XS     1-M3        BB+        BB+/Watch Neg

                         Ratings Affirmed

                 Structured Asset Securities Corp.
                Mortgage Pass-Through Certificates

   Series         Class                                   Rating
   ------         -----                                   ------
   2003-3XS       A8                                      AAA
   2003-25XS      A5, A6                                  AAA
   2003-25XS      M1                                      AA
   2003-25XS      M2                                      A
   2004-4XS       1-A3A, 1-A3B, 1-A4, 1-A5, 1-A6, 2-A2    AAA  
   2004-4XS       1-M1, 2-M1                              AA+
   2004-4XS       1-M2, 2-M2                              A+


TECHALT INC: Inks Merger Agreement to Acquire EV Parts
------------------------------------------------------
Techalt, Inc. has executed an Agreement and Plan of Merger last
week with EV Parts, Inc., whereby EV Parts will become a wholly-
owned subsidiary of the company.  The merger is expected to close
on or before March 18, 2008.

Under the terms of the merger agreement, the shareholders of EV
Parts will exchange 100% of their stock for shares of Techalt.  
The closing of the merger is contingent on Techalt providing EV
Parts with $300,000 for working capital needs by March 18, 2008.
Techalt has also agreed to use it best efforts to provide EV Parts
with an additional $300,000 by May 19, 2008.

"We are very excited about building our corporate portfolio with
this cutting edge alternative 'green' company," Dave Moore,
Techalt's President stated.  "EV Parts has influence and much
respect in the alternative energy/automotive sector. EV Parts has
successfully demonstrated its technology in the marketplace."

EV Parts has highlighted its global expansion and new product
rollout plans.

"We have been working on many deals for new products and have some
inventions that we plan to roll out," EV Parts' President,
Roderick Wilde, stated.  "We will also be designing a new line of
signature products for on road electric vehicles, electric
scooters and electric assist bicycles.  Future plans include
electric conversion kits for British Land Rovers for Safari
adventures in Africa as well as a new AC drive conversion kit to
turn a Golf TDI into a Plug-In Biofuel Electric Hybrid."

Based in Seattle, Washington, Techalt Inc. (Pink Sheets: TCLT) --
http://www.techalt.com/-- is currently exploring potential
business combinations and feels reducing its liabilities will
assist in its efforts towards identifying and securing a potential
acquisition target.

                          *     *     *

The company has been unable to timely file its annual 2006 and
quarterly financial reports for 2007.  It said that it has been
unable to compile all pertinent information to complete the annual
filing and to complete providing its accountant with all of the
accounting information necessary to complete the annual report.
As of Sept. 30, 2006, the company's balance sheet showed
$10,115,415 in shareholder's deficit.


THEODORE BUTLER: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Theodore Melvin Butler, Jr.
        Cynthia Fay Sapp Butler
        P.O. Box 665
        Claxton, GA 30417

Bankruptcy Case No.: 08-60048

Type of Business: The Debtor owns T.M. Butler, Jr. Enterprises,
                  Inc., which operates video machines, pool tables
                  and the other recreational units.  It also owns
                  Southern B.B.Q. & Pub, Inc., which is a
                  restaurant.

Chapter 11 Petition Date: January 25, 2008

Court: Southern District of Georgia (Statesboro)

Debtor's Counsel: J. Michael Hall, Esq.
                  Hall & Kirkland, P.C.
                  P.O. Box 647
                  Statesboro, GA 30459
                  Tel: (912) 489-2831

Total Assets: $2,212,300

Total Debts:  $1,357,301

Debtor's Six Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Internal Revenue Services      $1,823
Insolvency Stop 334 D Room 400
401 West Peachtree Street,
Northwest
Atlanta, GA 30308

Georgia Department of Revenue  $1,820
P.O. Box 161108
Atlanta, GA 30321

American Express               $1,000
P.O. Box 360002
FL 33336-0002

Chase Bank, U.S.A.             $1,000

Sams Club                      $1,000

SunTrust Bankcard Services     $1,000


TODD PITNER: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Todd C. Pitner
        1621 Olmstead Drive
        Asheville, NC 28803

Bankruptcy Case No.: 08-10066

Chapter 11 Petition Date: January 25, 2008

Court: Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtor's Counsel: D. Rodney Kight, Jr., Esq.
                  Kight Law Office
                  9 Southwest Pack Square, Suite 200
                  Asheville, NC 28801
                  Tel: (828) 255-9881
                  Fax: (828) 255-9886

Total Assets: $2,314,777

Total Debts:  $3,026,642

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
TM Equity, Inc.                  1915 Buffalo          $524,452
3737 Howard Gap Road             Shoals Road, Lake    ($950,000
Hendersonville, NC 28792         Lure, NC 28746        secured)
                                                    ($1,027,500
                                                   senior lien)

                                 Residence: 1621       $500,000
                                 Olmsted Drive,     ($1,000,000
                                 Ashville, NC 28803    secured)
                                 Owned jointly with   ($875,000
                                 ex-spouse         senior lien)

Bank of America                  1915 Buffalo Shoals   $162,500
Bankruptcy Department            Road, Lake Lure, NC  ($950,000
P.O. Box 970                     NC 28746              secured)
Norfolk, VA 23510                                     ($865,000
                                                   senior lien)

                                 Consumer debt          $80,613

Barclays Bank Delaware           Consumer debt          $19,077
125 South West Street
Wilmington, DE 19801-5015


TOWERS OF CHANNELSIDE: Lender Refuses Credit; Files for Bankruptcy
------------------------------------------------------------------
The Towers of Channelside LLC has filed for Chapter 11 bankruptcy
protection with the U.S. Bankruptcy Court for the Middle District
of Florida.

According to Shannon Behnken of the Tampa Tribune, Wachovia Corp.
denied the developers any more credit.  "Wachovia has refused to
allow the debtor to draw the remaining amounts available under the
Wachovia loan," the Tribune relates citing court documents.

According to the Tribune, only 89 of 257 -- or 35% -- of the total
condominium units were bought.  Many potential buyers backed out  
before they could close on their contracts.  The Debtor lamented
in its court filing that it could have paid its creditors if all
the contracts pushed through, the Tribune says.

A summary of the company's voluntary Chapter 11 petition was
published in yesterday's Troubled Company Reporter.

Based in Plant City, Florida, the Towers of Channelside, LLC --
http://www.towersatchannelside.com/-- operates 29-story twin  
tower condominiums overlooking the Tampa Bay area.  The developer
filed for Chapter 11 protection on Jan. 25, 2008 (Bankr. M.D. Fla.
Case No. 08-00939).  Edward J. Peterson, III, Esq. and Harley E.
Riedel, Esq., at Stichter Riedel Blain & Prosser P.A., represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed estimated assets of
$100 million to $500 million, and estimated debts of $50 million
to $100 million.


TYSON FOODS: To Cut Workforce at Emporia Plant by More Than 50%
---------------------------------------------------------------
As part of a strategy to optimize its commodity meat business,
Tyson Foods Inc. said in a press statement Friday that it is
restructuring operations at its Emporia, Kansas, beef plant.

According to the company, beef slaughter operations will cease
within the next few weeks.  However, the facility will still be
used as a cold storage and distribution warehouse and will process
ground beef.  

In addition, the company said the Emporia facility will help
enhance efficiencies at some other Tyson plants by taking over
the processing of certain commodity and specialty cuts, which
have typically slowed production at those other locations.  The
company has no present plans to use the slaughter area of the
Emporia plant; however, the equipment there will be left intact.

The discontinuation of slaughter operations will result in the
elimination of approximately 1,500 of the 2,400 jobs currently
provided at the Emporia plant.  This will include people
employed in first and second shift slaughter, as well as second
shift processing.

Affected workers will continue to be paid and receive benefits
for 60 days.  Tyson Human Resources representatives will begin
meeting with them next week to discuss other employment
opportunities within the company.  The workers will be encouraged
to consider transferring to other Tyson locations, such as
company beef facilities at Finney County, Kansas; Dakota City
and Lexington, Nebraska; and Joslin, Illinois.  The company
will offer cash relocation incentives for qualified workers.  
Those who transfer will retain their seniority as it relates to
the accrual of benefits, including vacation time, as well as
wage increases.

Tyson said it will also work cooperatively with the Kansas
Department of Labor to help provide workers with information
about unemployment benefits and help in finding employment outside
the company.

"This is an extremely difficult decision, given the great team
of people who work there and our investment in the plant," said
Dick Bond, president and CEO of Tyson Foods.  "However, we must
make changes to our commodity business model to effectively
manage through challenging market conditions.

"There continues to be far more beef slaughter capacity than
available cattle and we believe this problem will continue to
afflict the industry for the foreseeable future," said Mr. Bond.   
"We estimate the current slaughter overcapacity in the industry
to be between 10,000 and 14,000 head of cattle per day.

"This imbalance is especially a problem for Emporia," he said.  
"Cattle production has moved from eastern to western Kansas over
the past twenty to thirty years, and the Emporia plant is no
longer centrally located in relationship to where most of the
cattle it slaughters are raised."

In addition, the U.S. cattle herd is not growing.  Tyson sees
no signs of appreciable growth in the fed cattle supply over the
next two to three years, which is consistent with the opinions
of various industry analysts.  The rising price of grain,
caused in part by the use of corn for ethanol, has put pressure
on feed costs, land costs and the use of farm ground.  Further,
the number of cows being retained for calf production continues
to decline.

"At a time in the cattle cycle when cattle numbers should be at
or near their highest, the level of production is not approaching
its historic peaks and we do not see any increases in fed cattle
production in the foreseeable future," said Jim Lochner, senior
group vice president of Tyson Fresh Meats.

"In light of the slaughter overcapacity and the outlook for fed
cattle inventories, we have reviewed the operations of each of
our facilities, their location relative to available cattle
supplies, and have determined slaughter operations at the Emporia
facility should be discontinued," Mr. Lochner said.  "By making
this change, we'll be able to divert more cattle to our other
facilities, which are more strategically located, and improve
their capacity utilization."

                       About Emporia Plant

The Emporia plant has been part of Tyson Foods since the
company's purchase of IBP, inc. in 2001.  IBP bought the plant
from Armour & Co. in late 1967 and began production in 1969 after
the facility had been extensively remodeled and expanded.

                       About Tyson Foods

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of      
chicken, beef, and pork.  

In addition to Emporia, Tyson's U.S. beef plants are located
in Amarillo, Texas; Dakota City, Nebraska; Denison, Iowa; Finney
County, Kansas; Joslin, Illinois, Lexington, Nebraska and Pasco,
Washington.  The company also has a beef complex in Canada, and
is involved in a vertically integrated beef operation in
Argentina.

                          *     *     *

Tyson Foods Inc. continues to carry Moody's Ba1 corporate family
rating and Ba2 probability of default rating.  The outlook is
negative.


TYSON FOODS: To Get $4.5 Mil. from Derivative Lawsuit Settlement
----------------------------------------------------------------
A shareholder derivative lawsuit against certain current and
former directors of Tyson Foods Inc. and the Tyson Limited
Partnership has been settled, subject to obtaining court
approval, the company said in a regulatory filing with the
Securities and Exchange Commission.

The lawsuit consists of various derivative claims alleging that
the defendants breached their fiduciary duties in connection
with:

   -- the approval of certain consulting contracts for Mr. Don
      Tyson in 2001 and 2004 and Mr. Robert Peterson in 2001;

   -- the approval and alleged inadequate disclosure during 2001-
      2004 of certain executive compensation;

   -- the approval of certain stock option grants in 1999, 2001
      and 2003 which were allegedly "timed" to precede favorable
      announcements; and

   -- related-party transactions that were allegedly unfair and
      allegedly not reviewed or inadequately reviewed by
      independent directors.

The consolidated complaint also asserted, among other things,
an additional derivative claim related to defendants' alleged
breach of a 1997 settlement agreement in Herbets v. Tyson, et
al., a derivative claim for contempt of the court's final
order in Herbets v. Tyson, et al., and a derivative claim for
unjust enrichment pertaining to the other alleged claims.

In addition, the consolidated complaint contained a putative
class action claim that the company's 2004 proxy statement
contained misrepresentations regarding certain executive
compensation.

                           Settlement

Under the Settlement Agreement, all claims against all
defendants will be dismissed.  In exchange, Don Tyson and
Tyson Limited Partnership, the company's largest stockholder,
have agreed to pay the company $4.5 million.  No other
defendant will make any payments.

The company has also agreed to implement or continue certain
governance measures, which include the establishment of a
nominating committee, appointment of a new independent director,
and limitations on new related party transactions between the
company and Tyson Limited Partnership, Don Tyson, members of
his family, or executive officers.

The Settlement Agreement was filed with the Delaware Court
of Chancery on Jan. 18, 2008.  The Court is expected to issue
a scheduling order after which time the company's stockholders
will be formally notified and given the opportunity to submit
any objections.  This will be followed by a settlement hearing,
which will likely be held in March or April of 2008.

The plaintiffs are also seeking $3 million from the company, out
of the $4.5 million to be paid to the company under the
settlement, to cover their attorneys' fees and expenses related
to the case.  However, Tyson officials indicate they will contest
the requested fee award.

The case is In re Tyson Foods Inc. Consolidated Shareholders
Litigation, C.A. No. 1106-CC, pending in the Delaware Court of
Chancery since 2005.  

                       About Tyson Foods

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of      
chicken, beef, and pork.  

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington.  The company
also has a beef complex in Canada, and is involved in a vertically
integrated beef operation in Argentina.

                          *     *     *

Tyson Foods Inc. continues to carry Moody's Ba1 corporate family
rating and Ba2 probability of default rating.  The outlook is
negative.


US DRY CLEANING: Director Martin Brill Buys 61,539 Shares of Stock
------------------------------------------------------------------
U.S. Dry Cleaning Corporation reported that Martin J. Brill, a
director of U.S. Dry Cleaning, has acquired 61,539 shares of the
company's common stock at a price exceeding the per-share average
market price of the stock on the date of acquisition.

Mr. Brill's transaction follows the purchase of 188,510 shares by
the company's chief executive officer, Robert Y. Lee, disclosed on
Jan. 23, 2008.  Mr. Brill converted series A convertible
debentures in the amount of $80,000 into 61,539 shares of common
stock at $1.30 each.  The series A convertible debentures were
issued during the initial capital stages in December 2006.  The
transaction was reported to the SEC on Form 4 filed on Jan. 10,
2008.

"U.S. Dry Cleaning is vigorously pursuing its ambitious business
plan to be the first consolidator of the U.S. Dry Cleaning
industry," Mr. Brill stated.  "Mr. Lee is a skilled strategist
with a powerful vision."

"He has built an extraordinary acquisition pipeline of market-
leading dry cleaning chains across the United States," Mr. Brill
added.  "I am confident that the company will meet its goals and
see significant growth in 2008."

                      About U.S. Dry Cleaning

Based in Newport Beach, California, U.S. Dry Cleaning Corp.
(OTC:UDRY) -- http://www.usdrycleaning.com/-- is a retail service  
provider of laundry and dry cleaning stores and operations with 34
retail stores and two processing plants.  The company's operations
are located in Honolulu, Hawaii (13 retail stores and one
processing plant), Palm Springs, California (six retail stores)
and Riverside, California (13 retail stores and one processing
plant).  On Feb. 15, 2007 the company completed the acquisition of
Cleaners Club Inc.  On Aug. 9, 2005, it purchased 100% of the
outstanding common stock and membership of Steam Press Holdings
Inc. and Coachella Valley Retail LLC.


US DRY CLEANING: Squar Milner Raises Going Concern Doubt
--------------------------------------------------------
Squar, Milner, Peterson, Miranda & Williamson LLP, expressed
substantial doubt about the ability of US Dry Cleaning Corporation
to continue as a going concern after it audited the company's
financial statements for the year ended Sept. 30, 2007.  The
auditing firm pointed to the company's recurring losses from
operations and accumulated deficit at Sept. 30, 2007.

The company posted a net loss of $9,833,822 on net sales of
$8,431,733 for the year ended Oct. 31, 2007, as compared with a
net loss of $8,425,686 on net sales of $6,082,103 in the prior
year.

The company has recurring losses from operations; negative cash
flow from operating activities of approximately $4,433,000 for the
year ended Sept. 30, 2007 and had an accumulated deficit of
approximately $19,356,000 at Sept. 30, 2007.

At Sept. 30, 2007, the company's balance sheet showed $10,611,514
in total assets, $7,074,689 in total liabilities, and $3,536,825
in stockholders' equity.

At Oct. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $2,761,817 in total current assets
available to pay $6,454,967 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?276b

                     About US Dry Cleaning

Headquartered in Palm Springs, California, US Dry Cleaning
Corporation (OTC:UDRY) fka First Virtual Communications Inc. --
http://www.usdrycleaning.com/--  is engaged in laundry and dry  
cleaning business and operates in Honolulu and Palm Springs.
Incorporated in October 1993, U.S. Dry Cleaning is focused on
acquiring profitable businesses that hold a leading share in their
individual markets.


US ENERGY: Stockholders' Special Meeting Scheduled Today at Noon
----------------------------------------------------------------
A Special Meeting of Stockholders of U.S. Energy Systems Inc. and
its affiliates is set for today Jan. 29, 2008, at 12:00 noon, at
the Hartford Marriott Farmington Hotel, 15 Farm Spring Road.

During the meeting, among others, stockholders will vote whether
to remove:

   -- Jacob Feinstein;
   -- Ronny Strauss;
   -- Bernard J. Zahren;
   -- Joseph P. Reynolds; and
   -- Richard J. Augustine,

as directors of the company and, if required to fill any vacancies
created by the removal of directors with cause, the election of
new directors.

                          CEO's Lawsuit

On Oct. 4, 2007, Asher E. Fogel, former chairman of the board of
directors, president and chief executive officer of the Debtors,
filed suit in the Chancery Court of the State of Delaware against
the company and each of its directors seeking to compel the
company to convene a special meeting of shareholders for the
purpose of voting on the removal of the directors and electing
new directors.

Mr. Fogel's employment with the company was terminated on June 29,
2007, and he resigned as a director on Aug. 6, 2007.  According to
the suit, Mr. Fogel also seeks attorneys' fees and other costs and
expenses of the suit, but does not otherwise seek monetary
damages.

On Dec. 13, 2007, the Chancery Court ruled that Mr. Fogel validly
called for a special meeting of shareholders under the Debtors'
by-laws prior to the termination of his employment as chief
executive officer, and requested the parties to submit an order
calling a meeting of shareholders, denying Mr. Fogel's demand for
attorneys' fees and other costs and expenses.

                        About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY)  --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.  The company filed
for Chapter 11 protection on Jan. 9, 2008 (Bank. S.D.N.Y. Case No.
08-10054).  There are 34 affiliates who filed for separate Chapter
11 petitions.  The Debtors selected Peter S. Partee, Esq., at
Hunton & Williams, L.L.P., as counsel.  The Debtor also selected
Epiq Bankruptcy Solutions LLC as noticing, claims and balloting
agent.  When the Debtors filed for protection from their
creditors, they listed total assets of $258,200,000 and total
debts of $175,300,000.


US WASTE: 5 Years of Low Performance Cues Complete Restructuring
----------------------------------------------------------------
U.S. Waste Group plans to conduct a complete corporate and
operational restructuring after having no substantial operations
for the past five years.

US Waste is taking steps to update and re-launch its Web site and
to affect a change in name and business focus, appoint new
officers and directors and update its corporate filings with the
secretary of state of Nevada, pink sheets among other things in
the future.

Additionally, in recent weeks, the company has taken steps to
change its transfer agent to Securities Transfer Corporation in
Frisco, Texas, in an effort to update and streamline its record
keeping of stock transactions and shareholder matters.

The company has also engaged counsel to assist it in connection
with its plans for restructuring.

US Waste plans to file updated information regarding its
restructuring and future business plans on pink sheets when
reorganization is completed, of which there can be no assurance.

The company's management believes that the current trading price
may be undervalued and its common stock does not represent the
true value of the common stock, due to the restructuring, which is
underway.  Therefore, US Waste's management may purchase shares of
the company's common stock from time to time in the open market or
in private transactions in the near future, reflecting
management's confidence in the company's long-term prospects.    
Investors, however, are cautioned to make their own investment  
decisions regarding US Waste's securities.

                     About U.S. Waste Group

Based in Tyler, Texas, U.S. Waste Group (PINK SHEETS: USWA) --
http://uswastegroup.com/-- is a waste management company.


WICHITA BRENTWOOD: S&P Changes Outlook to Stable; Holds B Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its bond rating outlook
on Wichita (Brentwood Manor Project), Kansas multifamily housing
revenue bonds series IX-A 1995 and IX-B 1995 to stable from
negative.  At the same time, Standard & Poor's, affirmed its 'B'
rating on Wichita's multifamily housing revenue bonds series IX-A
1995, and its 'B-' rating on Wichita's multifamily housing revenue
bonds series IX-B 1995.
     
The outlook revision reflects an improvement in the project's
performance in 2007 and 2006; decreasing loan to value ratio; an
increase in income accompanied by a decrease in expenditures,
leading to improvement in the expense ratio; and a debt service
reserve fund funded at 12 months' maximum annual debt service.
     
The project's audited financial statements for the fiscal year
ended June 30, 2007, showed improving debt service coverage for
both senior and junior debt.  The debt service coverage improved
to 0.90x maximum annual debt service (MADS), from 0.46x MADS in
2006 and 0.21x MADS in 2005 for senior debt.  In addition, the
junior debt also experienced an improvement in debt service
coverage to 0.89x MADS from 0.45x MADS in 2006 and 0.20x MADS in
2005.  The total loan-to-value ratio though high, improved to
112.21% in 2007, from 227.63% in 2006 and 518.90% in 2005.
     
The net monthly rent per unit increased by nearly 12% in 2007 to
$330 from $281 in 2006.  The rents in the submarket witnessed a 4%
increase during the same period as reported by Reis Market
Reports.  Expenses per unit have decreased by 15% mainly due to a
decrease in administrative expenses, maintenance and repair
expense, and utilities expense.  The increase in rents and
decrease in expenses have contributed to an improvement in the
expense ratio.


* California Default Notices Highest in 15 Years, DataQuick Says
----------------------------------------------------------------
Based on DataQuick's Web site statement, the number of mortgage
default notices filed against California homeowners jumped last
quarter to its highest level in more than 15 years, a real estate
information service reported.

Lending institutions sent homeowners 81,550 default notices during
the October-to-December period.  That was up by 12.4% from 72,571
the previous quarter, and up 114.6% from 37,994 for fourth-quarter
2006, according to DataQuick Information Systems.

Last quarter's number of defaults was the highest in DataQuick's
statistics, which go back to 1992.

"Foreclosure activity is closely tied to a decline in home values.
With today's depreciation, an increasing number of homeowners find
themselves owing more on a property than it's market value,
setting the stage for default if there is mortgage payment shock,
a job loss or the owner needs to move," said Marshall Prentice,
DataQuick's president.

According to DataQuick, the median price paid for a California
home peaked at $484,000 last March and declined to $402,000 by the
end of 2007, although much of that decline was caused by
significant shifts in the types of homes that were sold.

DataQuick said most of the loans that went into default last
quarter were originated between August 2005 and October 2006.  The
median age was 22 months, up from 15 a year earlier, indicating
that the pool of at-risk home loans is getting larger.

On primary mortgages statewide, DataQuick noted that homeowners
were a median five months behind on their payments when the lender
started the default process.  The borrowers owed a median $11,121
on a median $340,000 mortgage.

On lines of credit, homeowners were a median seven months behind
on their payments.  Borrowers owed a median $3,379 on a median
$56,000 credit line.  However the amount of the credit line that
was actually in use cannot be determined from public records.

DataQuick reported that last quarter's default numbers were a
record in 42 of the state's 58 counties.  In Los Angeles County it
was 63.5% of the first-quarter 1996 peak.

On a loan-by-loan basis, DataQuick related that mortgages were
least likely to go into default in San Francisco, Marin, and San
Mateo counties.  The likelihood was highest in Merced, San Joaquin
and Stanislaus counties.

DataQuick revealed that of the homeowners in default, an estimated
41% emerge from the foreclosure process by bringing their payments
current, refinancing, or selling the home and paying off what they
owe.  A year ago it was about 71%.  The increased portion of homes
lost to foreclosure reflects the slow real estate market, as well
as the number of homes bought during the height of the market with
multiple-loan financing, which makes 'work-outs' difficult.

Trustees Deeds recorded, or the actual loss of a home to
foreclosure, totaled 31,676 during the fourth quarter.  That's the
highest since DataQuick began tracking Trustees Deeds in 1988.  
Last quarter's total rose 30.8% from 24,209 in the previous
quarter, and jumped 421.2% from 6,078 in fourth quarter 2006.  In
the last real estate cycle, Trustees Deeds peaked at 15,418 in
third-quarter 1996.  The all-time low was 637 in the second
quarter of 2005.

There are 7.9 million houses and condos in the state, DataQuick
reported.

                 State Moves to Help Homeowners

In December, the state has launched yourhome.ca.gov to host
information deemed helpful for homeowners, including mortgages and
foreclosures, Jenna Nielsen at Auburn Journal reports.

In hopes to continue helping struggling homeowners, Ted Gaines is
set to host a workshop on subprime mortgage tomorrow at 6:30 p.m.
until 8 p.m. at the Maidu Community Center in Roseville, Auburn
Journal reveals.  Mr. Gaines will join co-hosts Roger Niello, Sen.
Dave Cox, and the office of Gov. Arnold Schwarzenegger at the
event, Auburn Journal adds.

                         About DataQuick

DataQuick -- http://www.dataquick.com/-- is a La Jolla-based real  
estate statistics research firm.  DataQuick, a subsidiary of
Vancouver-based MacDonald Dettwiler and Associates, monitors real
estate activity nationwide and provides information to consumers,
educational institutions, public agencies, lending institutions,
title companies and industry analysts.  DataQuick provides online
access to property information, including default notices.  
Notices of Default are recorded at county recorders offices and
mark the first step of the formal foreclosure process.


* Chapter 13 and 7 Filings in New Hampshire Surge in 2007
---------------------------------------------------------
Salem lawyer Richard Gaudreau stated that New Hampshire's personal
bankruptcies will continue to increase due to the mortgage
problems of the country, The Associated Press reports.

New Hampshire's chapter 13 bankruptcy filings has reached 853 in
2007, up from 516 in 2006, while chapter 7 filings climbed to
2,000 in 2007, up from 1,300 in 2006, AP says.

Mr. Gaudreau told AP that typically a couple fails to pay their
mortgages as they suffer high interest rates, and are left with a
"house they can't afford but can't sell."


* Surge in Iowa's Bankruptcies May Continue Over Economic Crisis
----------------------------------------------------------------
The bankruptcies filed in the State of Iowa may continue to
increase as the country remains under financial distress, The
Associated Press.

Iowa's personal bankruptcy filings numbered at least 18,000 in
2005, prior to a change in the federal law, AP notes.  The
stricter and more rigid law was said to have staved off abuses of
bankruptcy laws, AP says.

Sometime in 2006, personal bankruptcies declined to 4,500 but rose
to 6,700 a year after, AP relates.

The country's unemployment rates, subprime mortgage crisis, and
falling stock prices are said to continue to increase, prompting
Iowa's bankruptcies to increase as well, AP reports, citing Peter
Orazem, Iowa State University Economics Professor.


* Fitch Says Commercial Paper Market Will Face Challenging Outlook
------------------------------------------------------------------
The global asset-backed commercial paper market will face a
challenging environment in 2008 as economic pressures and asset
quality concerns weigh on global capital markets, according to the
Fitch Rating's ABCP outlook report.

Fitch does not anticipate macro issues to directly result in
negative rating actions in the ABCP markets, given the credit and
structural protections afforded in traditional ABCP programs.  The
Negative Outlook Fitch has assigned for ratings on U.S. banks
could, however, translate into sponsor, liquidity provider, and
counterparty rating actions, which could in turn affect ABCP
ratings.

Over the course of 2008, Fitch anticipates traditional programs,
particularly bank-sponsored multisellers backed by 100% liquidity
support, to benefit from renewed investor receptiveness.  Funding
pressures are expected to persist for some issuers, particularly
nontraditional and any remaining alternative liquidity structures
in the process of winding down.  Concerns over the regulatory
climate will also continue to loom over the industry, particularly
related to risk-based capital rules and Basel II.

Fitch expects a negative-to-stable growth trend in 2008.  
Outstandings will remain pressured before stabilizing at levels
seen before the introduction of many of the extendible and other
market value-related program structures.


* S&P Downgrades Ratings on 93 Classes from 35 Subrpime RMBS
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 93
classes of mortgage pass-through certificates from 35 different
U.S. subprime residential mortgage-backed securities
transactions from nine issuers.  Of the 93 lowered ratings, S&P
removed 15 from CreditWatch with negative implications.  In
addition, S&P placed its ratings on 23 classes on CreditWatch with
negative implications.  Lastly, S&P affirmed its ratings on the
remaining 126 classes of certificates from various transactions.   
The 42 transactions S&P reviewed were among those issued between
2000 and 2005.
     
The negative rating actions resulted from adverse performance of
the underlying subprime collateral as of the January 2008
remittance period.  The lowered ratings reflect either current or
projected credit support levels that are not sufficient to
maintain the ratings at their previous levels under S&P's revised
assumptions.  For the classes with ratings on CreditWatch
negative, S&P anticipate further reduction in available credit
support in the near term.  Overcollateralization was deficient for
all of the affected deals as of the January 2008 remittance period
and had completely eroded for eight of the deals.  On average, O/C
was below its target by approximately 57%, while the seasoning of
the pools averaged 52 months.  The three classes that were
downgraded to 'D' experienced principal write-downs during recent
periods.  The seasoning of the deals reviewed ranged from 24
months (Fremont Home Loan Trust 2005-E) to 90 months (Saxon
Mortgage Loan Asset Backed Certificates' series 2000-2) as of the
January 2008 remittance period.  Serious delinquencies ranged from
7.94% (GSAMP Trust 2004-FM1) to 39.65% (Morgan Stanley Dean Witter
Capital I Trust 2001-NC3) of the current principal balances.   
Cumulative losses ranged from 0.25% (Homestar Mortgage Acceptance
Corp.'s series 2004-1) to 6.62% (Long Beach Mortgage Loan Trust's
series 2001-1) of the original principal balances and averaged
approximately 2.26% per deal.
     
S&P placed the 'AAA' rating on class M-1 from Morgan Stanley Dean
Witter Capital I Trust 2002-AM2 on CreditWatch with negative
implications while S&P completes further analysis to determine the
adequacy of current and projected credit support.  Although the
deal has paid down to $18.6 million (4.32% of the original
principal balance), $2.77 million notional amount of the assets
(14.90% of the current loans) are seriously delinquent, and the
three-month average loss severity is approximately 87.06%.  This
class is currently supported by one defaulted class and the 'B'
rated M-2 class, which in aggregate have a principal balance of
$4.56 million.  The deal has experienced a pattern in which
monthly net losses continue to outpace monthly excess interest and
erode available credit support.  While the transaction has
incurred $10.60 million in cumulative losses, the six-month
average loss amount is approximately $205,000 and the 12-month
average loss amount is $164,000.  The monthly excess interest
generated during the latest period was approximately $34,000.   
Standard & Poor's will continue to monitor this transaction
closely and make rating adjustments accordingly.
     
The affirmations of the ratings on various classes from these
deals reflect sufficient credit support at the current ratings as
of the January 2008 remittance period.
     
A combination of subordination, excess spread, and O/C provide
credit support for these transactions.  The underlying collateral
for all of the affected transactions in this review consists of
subprime mortgage loans.  

                          Ratings Lowered

                Aegis Asset Backed Securities Trust

                                            Rating
                                            ------
        Series      Class             To             From
        ------      -----             --             ----
        2003-1      M1                BBB            AA

                     Fremont Home Loan Trust

                                            Rating
                                            ------
        Series      Class             To             From
        ------      -----             --             ----
        2004-4      M-7               BBB-           BBB+
        2004-4      M-8               BB-            BBB
        2004-4      M-9               B              BB
        2004-4      M-10              CCC            B
        2005-D      B3                CCC            B
        2005-E      B2-A, B2-B        CCC            BB
        2005-E      B2-C, B2-D        CCC            BB

                           GSAMP Trust

                                            Rating
                                            ------
        Series      Class             To             From
        ------      -----             --             ----
        2002-HE     M-2               BBB            A
        2003-HE2    M-3               A-             A+
        2003-HE2    M-4               BB             A-
        2003-HE2    B-1               BB-            BBB+
        2004-FM1    B-3               B              BBB-
        2004-FM2    B-2               BB             BBB
        2004-HE1    B-1               BB+            BBB+
        2004-HE1    B-2               B              BBB
        2004-HE1    B-3               CCC            BBB-
        2004-HE2    B-3               BB+            BBB-
        2004-HE2    B-4               CCC            BB+
        2004-WF     B-1               BBB-           BBB+
        2004-WF     B-2               BB             BBB
        2004-WF     B-3               B              BBB-
        2005-AHL2   B-3               CCC            BB
        2005-AHL2   B-4               CCC            B
        2005-HE1    B-4               CCC            BB

                   Long Beach Mortgage Loan Trust

                                            Rating
                                            ------
        Series      Class             To             From
        ------      -----             --             ----
        2002-1      M-2               B              BB
        2002-2      M2                BBB            A
        2003-4      M-3               BBB-           A-
        2003-4      M-4A, M4-F        BB             BBB+
        2003-4      M-5A, M-5F        B              BBB
        2004-6      M-2               BBB+           AA
        2004-6       M-3               BB             AA-
        2004-6      M-4               B              A+
        2004-6      M-5               CCC            A
        2004-6      M-6               CCC            A-

         Morgan Stanley Dean Witter Capital I Inc. Trust

                                            Rating
                                            ------
        Series      Class             To             From
        ------      -----             --             ----
        2001-NC4    B-1               D              CCC
        2002-AM2    M-2               B              BB
        2002-AM2    B-1               D              CCC

                  Option One Mortgage Loan Trust

                                            Rating
                                            ------
        Series      Class             To             From
        ------      -----             --             ----
        2002-2      M-1               BBB            AA
        2002-2      M-2               CCC            BBB
        2002-3      M-2               BB             A
        2002-3      M-3               B              BBB-
        2003-1      M-2               BB             A
        2003-1      M-3               B              BB
        2003-1      M-4               B              BB-
        2003-3      M-3               BBB            A+
        2003-3      M-4               BB             BBB
        2003-3      M-5               B              BB
        2003-5      M-2               BBB            AA
        2003-5      M-3               BB             AA-
        2003-5      M-4               B              BBB
        2003-5      M-5               CCC            B
        2004-1      M-4               BBB            A-
        2004-1      M-5               BB             BBB
        2004-1      M-6               B              BB
        2004-1      M-7               CCC            B
        2004-2      M-4               BBB            A+
        2004-2      M-5               BB             A
        2004-2      M-6               B              BBB-
        2004-2      M-7               CCC            BB

            People's Choice Home Loan Securities Trust

                                            Rating
                                            ------
        Series      Class             To             From
        ------      -----             --             ----
        2004-2      M5                BBB            A-
        2004-2      M6                BB             BBB+
        2004-2      M7                B-             BBB
        2004-2      M8                CCC            BB
        2005-1      B4A, B4B          CCC            B
  
                    Saxon Asset Securities Trust

                                            Rating
                                            ------
        Series      Class             To             From
        ------      -----             --             ----
        2001-2      M-2               BBB            A

                    Terwin Mortgage Loan Trust

                                            Rating
                                            ------
        Series      Class             To             From
        ------      -----             --             ----
        2004-11HE   B-1               BB+            BBB+
        2004-11HE   B-2               B              BB
        2004-11HE   B-3               CCC            B
        2004-19HE   M-4               BB+            A-
        2004-19HE   B-1               B              BBB+
        2004-19HE   B-2               B-             BB
        2004-19HE   B-3               CCC            B
  
       Ratings Lowered and Removed from CreditWatch Negative

                 Aegis Asset Backed Securities Trust

                                        Rating
                                        ------
     Series      Class             To             From
     ------      -----             --             ----
     2003-1      M2                CCC            B/Watch Neg

                            GSAMP Trust

                                    Rating
                                    ------
     Series      Class         To             From
     ------      -----         --             ----
     2002-HE     B-1           CCC            B/Watch Neg
     2003-HE2    B-2           B              BBB-/Watch  Neg
     2004-FM2    B-3           B              BBB-/Watch Neg
     2004-FM2    B-4           CCC            BB+/Watch Neg

                    Long Beach Mortgage Loan Trust

                                         Rating
                                         ------
     Series      Class             To              From
     ------      -----             --              ----
     2001-1      M-2               B               BB/Watch Neg
     2002-5      M-3               CCC             B/Watch Neg
     2003-3      M-3               B               BB/Watch Neg
     2003-3      M-4               CCC             B/Watch Neg         
     2003-4      M-6               CCC             BB/Watch Neg
     2004-6      M-7               CCC             BB/Watch Neg
     2004-6      B                 D               B/Watch Neg

          Morgan Stanley Dean Witter Capital I Inc. Trust

                                        Rating
                                        ------
     Series      Class             To              From
     ------      -----             --              ----
     2001-NC3    B-1               CCC             BB/Watch Neg
     2002-AM1    M-2               CCC             BB/Watch Neg

                   Saxon Asset Securities Trust

                                         Rating
                                         ------
     Series      Class             To              From
     ------      -----             --              ----
     2001-2      B-1               CCC             BB/Watch Neg

             Ratings Placed on CreditWatch Negative

        Morgan Stanley Dean Witter Capital I Inc. Trust

                                        Rating
                                        ------
     Series     Class             To               From
     ------     -----             --               ----
     2002-AM2   M-1               AAA/Watch Neg    AAA

                    Fremont Home Loan Trust

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

     2005-D     M8                A-/Watch Neg     A-
     2005-D     M9                BBB+/Watch Neg   BBB+
     2005-D     B1                BB+/Watch Neg    BB+
     2005-D     B2                BB/Watch Neg     BB
     2005-E     M8                A-/Watch Neg     A-
     2005-E     M9                BBB+/Watch Neg   BBB+
     2005-E     B1                BB/Watch Neg     BB

                         GSAMP Trust

                                        Rating
                                        ------
     Series      Class             To               From
     ------      -----             --               ----
     2005-AHL    B-1               BBB-/Watch Neg   BBB-
     2005-AHL    B-2               BB+/Watch Neg    BB+
     2005-AHL2   M-2               AA-/Watch Neg    AA-
     2005-AHL2   M-3, M-4          A/Watch Neg      A
     2005-AHL2   M-5               A-/Watch Neg     A-
     2005-AHL2   B-1               BBB+/Watch Neg   BBB+
     2005-AHL2   B-2               BBB-/Watch Neg   BBB-
     2005-HE1    B-1               A-/Watch Neg     A-
     2005-HE1    B-2, B-3          BBB+/Watch Neg   BBB+
     2005-HE2    B-3               BBB/Watch Neg    BBB
     2005-HE2    B-4               BBB-/Watch Neg   BBB-

          People's Choice Home Loan Securities Trust

                                         Rating
                                         ------
     Series     Class             To               From
     ------     -----             --               ----
     2005-1     B2                BBB+/Watch Neg   BBB+
     2005-1     B3                BBB/Watch Neg    BBB

                          Ratings Affirmed
     
                       Fremont Home Loan Trust     

      Series     Class                              Rating
      ------     -----                              ------
      2004-4     M-1                                AA+
      2004-4     M-2                                AA
      2004-4     M-3                                AA-
      2004-4     M-4                                A+
      2004-4     M-5                                A
      2004-4     M-6                                A-
      2004-4     B                                  CCC
      2005-D     B4                                 CCC

                           GSAMP Trust

      Series     Class                              Rating  
      ------     -----                              ------
      2002-HE    M-1                                AA+
      2002-HE    B-2                                CCC
      2003-HE2   A-1A, A-1B, A-2, A-3A, A-3C        AAA
      2003-HE2   M-1                                AA+
      2003-HE2   M-2                                AA
      2004-FM1   M-1                                AA
      2004-FM1   M-2                                A
      2004-FM1   M-3                                A-
      2004-FM1   B-1                                BBB+
      2004-FM1   B-2                                BBB
      2004-FM2   M-1                                AA
      2004-FM2   M-2                                A
      2004-FM2   M-3                                A-
      2004-FM2   B-1                                BBB+
      2004-HE1   M-1                                AA+
      2004-HE1   M-2                                A+
      2004-HE1   M-3                                A
      2004-HE1   M-4                                A-
      2004-HE2   A-1, A-2, A-3C                     AAA
      2004-HE2   M-1                                AA
      2004-HE2   M-2                                AA-
      2004-HE2   M-3                                A
      2004-HE2   M-4                                A-
      2004-HE2   B-1                                BBB+
      2004-HE2   B-2                                BBB
      2004-WF    M-1                                AA
      2004-WF    M-2                                A
      2004-WF    M-3                                A-

                 Homestar Mortgage Acceptance Corp.

      Series     Class                              Rating
      ------     -----                              ------
      2004-1     A-1, A-2                           AAA
      2004-1     M-1                                AA+
      2004-1     M-2                                AA
      2004-1     M-3                                AA-
      2004-1     M-4                                A+
      2004-1     M-5                                A
      2004-1     M-6                                A-
      2004-1     M-7                                BBB+

                  Long Beach Mortgage Loan Trust

      Series     Class                              Rating
      ------     -----                              ------
      2001-1     A-1, S,                            AAA
      2001-1     M-1                                AA+
      2002-1     II-M-1                             AAA
      2002-2     M3                                 CCC
      2002-5     M-1                                AA
      2002-5     M-2                                A
      2003-3     M-1                                AA
      2003-3     M-2                                A
      2003-4     AV-1, AV-3                         AAA
      2003-4     M-1                                AA
      2003-4     M-2                                A
      2004-6     I-A1, I-A2, II-A2, A-3             AAA
      2004-6     M-1                                AA+

           Morgan Stanley Dean Witter Capital I Inc. Trust

      Series     Class                              Rating
      ------     -----                              ------
      2001-NC3   M-1                                AAA
      2001-NC3   M-2                                A
      2001-NC4   M-1                                AA+
      2001-NC4   M-2                                A
      2002-AM1   M-1                                AA+

                  Option One Mortgage Loan Trust

      Series     Class                              Rating
      ------     -----                              ------
      2002-2     A                                  AAA
      2002-3     A-1, A-2, M-1                      AAA
      2003-1     A-1, A-2, M-1                      AAA
      2003-3     A-1, A-2, A-4                      AAA
      2003-3     M-1                                AA+
      2003-3     M-1A                               AA
      2003-3     M-2                                AA-
      2003-3     M-6                                CCC
      2003-5     A-1, A-2, A-3                      AAA
      2003-5     M-1                                AA+
      2003-5     M-6                                CCC
      2004-1     M-1                                AA+
      2004-1     M-2                                A+
      2004-1     M-3                                A
      2004-2     A-1A, A-1B, A-4                    AAA
      2004-2     M-1                                AA+
      2004-2     M-2                                AA
      2004-2     M-3                                AA-

            People's Choice Home Loan Securities Trust

      Series     Class                              Rating
      ------     -----                              ------
      2004-2     M1                                 AA+
      2004-2     M2                                 AA
      2004-2     M3                                 A+
      2004-2     M4                                 A
      2004-2     B                                  CCC

                    Saxon Asset Securities Trust

      Series     Class                              Rating
      ------     -----                              ------
      2000-2     MF-1                               AA+
      2000-2     MF-2                               A
      2000-3     MF-1                               AA+
      2000-3     MF-2                               A
      2001-2     AF-5, AF-6, X-IO, AV-1             AAA
      2001-2     M-1                                AA

                    Terwin Mortgage Loan Trust

      Series        Class                           Rating
      ------        -----                           ------
      2004-11HE     A, S                            AAA
      2004-11HE     M-1                             AA
      2004-11HE     M-2                             A
      2004-11HE     M-3                             A-
      2004-19HE     A-1, S                          AAA
      2004-19HE     M-1                             AA+
      2004-19HE     M-2                             AA
      2004-19HE     M-3                             A


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (36)         151       (7)  
Alaska Comm Sys         ALSK        (28)         557       24
Bare Escentuals         BARE       (132)         214       76
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,068)       1,332       61
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Holdings I        CCK         (65)       6,949      440
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Deltek Inc              PROJ       (144)         148      (12)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Entropic Communications ENTR        (33)         177       29
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (77)         213        0
IMAX Corp               IMAX        (77)         213        0
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (74)         183       39
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (636)       1,334      827
Lodgenet Entertn        LNET        (18)         709       18
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navistar Intl           NAVZ     (1,699)      10,786      164
Netsuite Inc            N           (49)          56      (46)
Nexstar Broadcasting    NXST        (87)         708      (19)
NPS Pharm Inc           NPSP       (210)         361     (119)
ON Semiconductor        ONNN        (35)       1,526      395
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sally Beauty Hol        SBH        (761)       1,405      354
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sonic Corp              SONC       (107)         759      (41)
Spectrum Brands         SPC        (104)       3,211      779
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (36)       4,572     (687)
Weight Watchers         WTW        (945)       1,037     (134)
Western Union           WU         (146)       5,685   (2,261)
WR Grace & Co.          GRA        (343)       3,794   (1,246)
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, Joseph Medel C. Martirez, Philline P.
Reluya, and Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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