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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 31, 2008, Vol. 12, No. 26

                             Headlines



ABFS MORTGAGE: S&P Junks Rating on 2002-3 Class B Trust
ADVAL-ITE INC: Wants Judge Carey to Dismiss Chapter 11 Cases
AIRTRAN HOLDINGS: Earns $52.7 Million in Year Ended Dec. 31
AMERICAN CASINO: Extends Tender Offer Expiry Until February 5
AMERICAN HOME: Court Approves DoveBid as Auctioneer

AMERICAN HOME: Wants to Hire CB Richard as Real Estate Broker
AMERICAN HOME: Wants to Hire Deloitte Tax to Give Tax Services
AMERICAN LAFRANCE: Taps Haynes and Boone as Lead Counsel
AMERICAN LAFRANCE: Taps CRG Partners as Financial Advisors
AMERISOURCEBERGEN CORP: Moody's Places Ba1 Rating Under Review

ARGUE AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
ARVINMERITOR: Expected Neg. Cash Flow Cues Fitch to Cut Ratings
ASSET BACKED: Moody's Junks Rating on Class B Certificates
AVADO BRANDS: Exclusive Plan Filing Period Extended to May 2
BAYOU GROUP: Former CFO Gets 20 Years Prison Term for Fraud

BEXAR COUNTY: Moody's Chips Rating on $12.8 Million Bonds to Ba2
BOMBAY COMPANY: Court Approves Sale of Trademarks for $2 Million
BUFFETS HOLDINGS: Wants to Hire Young Conaway as Bankr. Counsel
BUFFETS HOLDINGS: Wants Paul Weiss as Special Corporate Counsel
CENTRO NP: Earns $11.7 Million in Third Quarter Ended Sept. 30

CHAMPION PARTS: Judge Mixon Converts Case to Chapter 7 Liquidation
CHIQUITA BRANDS: Moody's Holds Ratings on Capital Structure Review
CLAYMONT STEEL: S&P Retains 'B' Rating Under Positive CreditWatch
CLEAR CHANNEL: Pending $19 Bil. Buyout Unaffected by Market Frets
COMEDRES LLC: Voluntary Chapter 11 Case Summary

COMUNITY LENDING: Can Hire Omni Management as Claims Agent
CONSOL ENERGY: Mulls Offer to Acquire Remaining Shares of CNX Gas
CRII LLC: Section 341(a) Meeting Scheduled for February 26
CRII LLC: Wants to Hire Allan NewDelman as Bankruptcy Counsel
CSFB HOME: Moody's Downgrades Ratings on 58 Tranches

CWABS INC: Moody's Junks Ratings on Six Certificate Classes
DELTA AIR: Merger Talks with Northwest Hit Snag, Source Says
DELTA PETROLEUM: Special Stockholders Meeting Set for Feb. 19
DURA AUTOMOTIVE: Wants To Sell 9 Properties to IRG for $19.2 Mil.
DURA AUTOMOTIVE: Jacksonville Property Buyer Withdraws Offer

EL POLLO: Moody's Confirms B3 Corp. Family Rating w/ Neg. Outlook
ENRON CORP: Citigroup Seeks Summary Judgment on Claims
ENRON CORP: Court Okays Stipulation with Avaya
FIRST MAGNUS: Hughes Dev't Wins Bid for $5.25MM Construction Loans
FIRST MAGNUS: UBS Real Estate Wants to Vote on Liquidation Plan

FLEETWOOD ENT: Weak Performance Prompts Moody's to Junk Ratings
FLEXTRONICS INTERNATIONAL: Completes Acquisition of Avail
FORBES ENERGY: Moody's Assigns B2 Ratings with Stable Outlook
FORBES ENERGY: Low Operating Leverage Cues S&P's 'B' Credit Rating
GARY GERTLER: Case Summary & 13 Largest Unsecured Creditors

GLOBAL PAYMENT: Eisner LLP Expresses Going Concern Doubt
GOODMAN GLOBAL: Earns $43.1 Million in 2007 Third Quarter
GREATER FELLOWSHIP: Voluntary Chapter 11 Case Summary
HARRAH'S ENTERTAINMENT: Completes Merger Deal with Hamlet
HH DISTRIBUTION: Voluntary Chapter 11 Case Summary

IAC/INTERACTIVECORP: Refutes Liberty Media's "Preposterous" Claims
INTELSAT LTD: Increased Leverage Cues Moody's to Cut CFR to Caa1
ITC^DELTACOM: Gets $30.1 Million Proceeds from Rights Offering
JETBLUE AIRWAYS: Posts $4MM Net Loss in Qtr. Ended December 31
KIDS CONNECTION: Section 341(a) Creditors' Meeting Set for Feb. 12

LAKE AT LAS VEGAS: Payment Failure Prompts Moody's Default Rating
LAS VEGAS MONORAIL: Moody's Junks Rating on $445.8MM Revenue Bonds
LEDCO LIMITED: CAW to Protest vs. Government's Complacency Today
LEDCO LIMITED: CAW Rep Says Lead Client Agrees to Pay $120,000
LEVITT AND SONS: Court Gives Interim Nod on Wachovia DIP Financing

LEVITT AND SONS: BofA Wants to Foreclose on Collateral
LIBERTY MEDIA: IAC Chair Calls Allegations as "Preposterous"
LINDA MCCLURE: Case Summary & 15 Largest Unsecured Creditors
LORENZO PILEGGI: Case Summary & Seven Largest Unsecured Creditors
MAJESTIC STAR: Halts Development of Indiana Gaming Facilities

MAXJET AIRWAYS: Wants to Set Auction of Assets on February 15
MBS MANAGEMENT: Case Summary & 254 Largest Unsecured Creditors
MORTGAGE LENDERS: Has Until February 22 to File Chapter 11 Plan
NATIONWIDE MATTRESS: To Be Placed Under Liquidation
NCO GROUP: Moody's Rates $139 Million Add-on Term Loan at Ba3

NEW YORK RACING: IRS to Cut Tax Claim by 90%; Negotiations Ongoing
NORTH FOREST: May Go Bankrupt Absent State's Aid, Auditor Says
NBTY INC: Earnings Slide to $46 Mil. in Qtr. Ended December 31
NORTHWEST AIRLINES: Net Loss Drops to $8MM in 2007 4th Quarter
PACIFIC LUMBER: BoNY Requests for Due Diligence Information

PACIFIC LUMBER: Court Gives Final OK to MAXXAM Log Purchase Pact
PACIFIC LUMBER: Expects Submission of Four Competing Plans
PATRIOT'S POINTE: Case Summary & 20 Largest Unsecured Creditors
PILAR HOME: Case Summary & 20 Largest Unsecured Creditors
POST PROPERTIES: Moody's Revises Outlook to Developing

PPT VISION: Losses Cue Virchow Krause to Raise Going Concern Doubt
RADIATION THERAPY: Moody's to Remove Ratings on Buyout Completion
RADIATION THERAPY: Increased Debt Leverage Cues S&P to Cut Rating
RAINIER CBO: Notes Redemption Prompts S&P to Withdraw Ratings
ROCK-TENN: Moody's Confirms Ba2 Corporate Family Rating

RTS MERGERCO: Moody's Puts Corporate Family Rating at B2
SALANDER-O'REILLY: Intends to Sell 35,000 Art Books Worth $4 Mil.
SALLY CAPP: Voluntary Chapter 11 Case Summary
SIX FLAGS: To Cut Expenses by $60 Million Under 2008 Plan
SPORTSSTUFF INC: Taps Blackwell Sanders as Bankruptcy Counsel

SPORTSSTUFF INC: Taps Fraser Stryker as Special Litigation Counsel
SPORTSSTUFF INC: U.S. Trustee Appoints Six-Member Creditors Panel
STEEL DYNAMICS: Earnings Drop to $98 Mil. in Qtr. Ended Dec. 31
SUMMIT GLOBAL: Files for Chapter 11 Protection in New Jersey
SUMMIT GLOBAL: Case Summary & 20 Largest Unsecured Creditors

SUPERCLICK INC: Bedinger & Co Expresses Going Concern Doubt
TEKNI-PLEX INC: Inks Forbearance Pact with Senior Notes Holders
TOUSA INC: Wants Court Nod to Secure $650 Million DIP Financing
TOUSA INC: Wants Court to Authorize Use of All Cash Collateral
TP EMERALD: Case Summary & 20 Largest Unsecured Creditors

TRANSWITCH CORP: Has Until July 23 to Comply with Nasdaq Rules
UAP HOLDING: Posts $19.0 Million Net Loss in Quarter Ended Nov. 25
US ENERGY: Chancery Ct. Defers Stockholders Meeting to Feb. 5
US STEEL: Earnings Drop to $35 Mil. in Quarter Ended December 31
UPSNAP INC: Traci Anderson Raises Going Concern Doubt Over Losses

VICORP RESTAURANTS: Delayed 10K Filing Cues Moody's to Cut Ratings
VITALTRUST BUSINESS: Alex Edwards Resigns as Chief Exec. Officer
VOLANS FUNDING: Poor Credit Quality Cues Moody's to Lower Ratings
WACHOVIA AUTO: Moody's Rates $14.97 Million Class E Notes at Ba3
WACHOVIA BANK: S&P Affirms Ratings on 19 Certificate Classes

WELLCARE HEALTH: Officers' Resignation Cues S&P to Cut Rating
WESTSHORE GLASS: Case Summary & 20 Largest Unsecured Creditors
YRC WORLDWIDE: Incurs $638,381,000 Net Loss in Full-Year 2007
ZVUE CORP: Posts $4.2 Million Net Loss in 2007 Third Quarter

* Brown Rudnick Launches Structured Resolution Group

* Fitch Says Real Estate Investment Trusts Faces Pivotal Year

* IMF Sees World Growth Slowing, With U.S. Marked Down

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



                             *********

ABFS MORTGAGE: S&P Junks Rating on 2002-3 Class B Trust
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-2 and B mortgage pass-through certificates from ABFS
Mortgage Loan Trust 2002-3.  Concurrently, S&P affirmed its
ratings on the remaining two classes from this deal.
     
The downgrades reflect collateral performance that has eroded
available credit support during recent months.  As of the January
2008 remittance period, cumulative losses were
$14.765 million, or 3.99% of the transaction's original principal
balance.  Serious delinquencies were $19.62 million.  Losses have
consistently outpaced excess interest for seven out of the 12 most
recent months.
     
The affirmations reflect stable collateral performance as of the
January 2008 remittance period.  Current and projected credit
support percentages are sufficient to support the ratings at their
current levels.
     
Subordination, excess interest, and overcollateralization provide
credit support for the transaction.

The certificates represent nonrecourse obligations of the trust
estate consisting of fixed-rate, business- and consumer-purpose
home equity loans secured by first- or second-lien mortgages or
deeds of trust on residential properties.


                        Ratings Lowered

                ABFS Mortgage Loan Trust 2002-3

                                  Rating
                                  ------
                Class       To              From
                -----       --              ----
                M-2         BBB-            A
                B           CCC             B

                        Ratings Affirmed

                ABFS Mortgage Loan Trust 2002-3

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


ADVAL-ITE INC: Wants Judge Carey to Dismiss Chapter 11 Cases
------------------------------------------------------------
Adva-lite Inc. and its debtor-affiliates ask the Honorable Kevin
J. Carey of the United States Bankruptcy Court for the District of
Delaware to dismiss their Chapter 11 bankruptcy cases.

The Debtors tell the Court that the purpose of the request is to
eliminate any further expenses and delay.  The Debtors listed
grounds as to why the cases should be dismissed including, among
other things:

   -- minimal assets, no employees and no ongoing business
      operations;

   -- no likelihood of rehabilitation of their operations or their
      reorganization as a group concern;

   -- substantially all of their assets have been liquidated; and

   -- any avoidance actions in these cases would not result in a
      meaningful distribution to creditors.

The Debtors say that their cases no longer serve any
reorganization or other purpose under the Bankruptcy Code.

Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor LLP in
Wilmington, Delaware, relates that the Debtors propose to reserve
funds specifically to deal with remaining wind-down issues,
including:

   a) $25,000 to retain an account to complete audits of the
      Debtors' 401(k);

   b) $100,000 to retain an accountant to complete the Debtors'
      consolidated tax return for the years 2006, 2007 and 2008;

   c) $150,000 for the fees and expenses that may be incurred in
       connection with the completion of the wind-down; and

   d) $4,000 to reimburse Kurtzman Carson Consultants for fees and
       expenses.

The Debtors further propose, Mr. Nestor adds, that Corvest Group
Inc. will collect the proceeds of the partial assignment as stated
in the stipulation regarding payments rights agreement between the
Debtors.

Mr. Nestor says that the dismissal of these cases provide for the
discharge and release of:

   i) Gulf Atlantic Capital Corporation, which is serving as chief
      restructuring officer of the Debtors; and

  ii) Kurtzman Carson Consultants LLC.

A hearing has been set on Feb. 12, 2008, at 10:00 a.m., to
consider approval of the Debtors' request.  Objections are due
Feb. 5, 2008.

Headquartered in Largo, Fla., Adva-Lite Inc., together with
Corvest Promotional Products Inc., and four other affiliates,
sought chapter 11 protection on February 28, 2007 (Bankr. D. Del.
Lead Case Nos. 07-10264).  The four affiliates filing separate
chapter 11 petitions are Toppers LLC, CGI Inc., It's All Greek To
Me Inc., and Corvest Group Inc.

Adva-Lite, It's All Greek, and Toppers are subsidiaries of Corvest
Promotional.  Adva-Lite manufactures and markets personal lighting
gizmos, writing instruments, beverageware, and tools.  It's All
Greek provides custom plush products.  Toppers offers sports bags,
totes, luggage, caps, and other business accessories.

Paul S. Singerman, Esq., and Jordi Guso, Esq., at Berger
Singerman, P.A., represent the Debtors.  Michael R. Nestor, Esq.,
Kara Hammond Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP,
is the Debtors co-counsel.  Houlihan Lokey Howard & Zukin Capital,
Inc. serve as financial advisor and investment banker to the
Debtors.  Kurtzman Carson Consultants LLC acts as the Debtors'
claims and noticing agent.  Lowenstein Sandler PC represent the
Official Committee of Unsecured Creditors while Reed Smith LLP is
the Committee's Delaware counsel.  Mahoney Cohen & Company, CPA
P.C. is the financial advisor to the Committee.  In amended
schedules filed with the Court, Adva-Lite disclosed total assets
of $7,033,526 and total debts of $48,897,227.


AIRTRAN HOLDINGS: Earns $52.7 Million in Year Ended Dec. 31
-----------------------------------------------------------
AirTran Holdings, Inc., the parent company of AirTran Airways  
Inc., reported Tuesday net income of $52.7 million for the full
year 2007.  For the fourth quarter, AirTran reported a net loss of
$2.2 million.

Included in the full year results is a charge associated with the
termination of AirTran's exchange offer for Midwest Air Group and
a gain on the sale of two aircraft.  The combined impact of these
two items resulted in a reduction of earnings of $2.8 million, net
of tax.  

For the full year and fourth quarter of 2006, AirTran reported net
income of $14.7 million and a $3.6 million loss, respectively.

"We finished the year with very strong revenue performance
reflecting the high quality of our service and diversified
network, which was especially important given the challenging
operating environment and record high fuel costs in 2007," said
Bob Fornaro, AirTran Airways' president and chief executive
officer.  "We are proud of our improved profitability, and our
dedicated, hard-working Crew Members deserve all the credit.  
Their loyalty and outstanding customer service have taken AirTran
Airways to new heights, and I look to our future performance with
optimism."

During the fourth quarter, capacity grew by 15.1% and traffic rose
by 25.5%, resulting in a load factor of 75.3%, a 6.3 point
increase year over year.

Revenues for the fourth quarter grew 26.5% to $583.8 million and
passenger unit revenue increased 9.4%.  For the full year,
capacity increased by 19.4% and traffic rose 25.0%, which resulted
in a load factor of 76.2%.  Total revenues grew by 22.1% to $2.3
billion.

Commenting on the fourth quarter, Kevin Healy, senior vice
president of marketing and planning for AirTran Airways, said,
"With double-digit capacity growth and seven new destinations
added to our growing network in 2007, we're pleased to report very
strong unit revenue performance."  He added, "While we remain in a
very challenging business environment in 2008 our advance bookings
and demand look strong, and I am optimistic about our revenue
performance going forward."

AirTran Airways reduced its total operating unit costs for the
year by 1.7% despite a 2.8% increase in the price of fuel.  Non-
fuel unit operating costs declined by 2.6% for the year.  During
the fourth quarter, non-fuel unit costs increased 2.2% due to
significant weather events, increased maintenance, and
distribution costs related to higher passenger traffic and
revenues.

Commenting on the fourth quarter performance, AirTran Airways'
senior vice president and chief financial officer Stan Gadek said,
"I am very pleased that we have continued to lower our non-fuel
unit costs for the sixth consecutive year.  AirTran's ability to
deliver a high quality product with an industry leading cost
structure has enabled us to report a significant increase in
profits."

                 Select Balance Sheet Disclosure

Cash, cash equivalents, and investments at Dec. 31, 2007, were
$355.9 million, of which $29.6 million was restricted.

Net aircraft deposits with Boeing at Dec. 31, 2007, were
$119.8 million.

Current and long-term debt balance at Dec. 31, 2007, was
$1.06 billion, which reflects debt financing for aircraft
purchases, pre-delivery deposit financing, and capital leases for
spare engines.  All but $125.0 million of the company's total debt
is secured by aircraft or delivery positions.

As of Dec. 31, 2007, the number of aircraft in the company's fleet
that are leased or owned included, 79 leased B717 aircraft and 22
leased B737 aircraft and 8 owned B717 aircraft and 28 owned B737
aircraft.

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the  
parent company of AirTran Airways, which offers more than 700
daily flights to 56 U.S. destinations.  

                          *     *     *

To date, AirTran Holdings Inc. carries Moody's Investors Service
'B3' long-term corporate family and 'Caa2' senior unsecured debt
ratings.  Outlook is Stable.


AMERICAN CASINO: Extends Tender Offer Expiry Until February 5
-------------------------------------------------------------
American Casino & Entertainment Properties LLC has extended
the expiration date for its previously announced tender offer
to purchase all of the $215 million principal amount of the
outstanding 7.85% Senior Secured Notes due 2012 co-issued by
ACEP and American Casino & Entertainment Finance Corp.

Pursuant to the terms of the Offer to Purchase and Consent
Solicitation Statement dated Dec. 28, 2007, the Tender Offer
was scheduled to expire at 8:00 a.m., New York City time, on
Jan. 29, 2008, unless extended.

The expiration date for the Tender Offer has been extended to
8:00 a.m., New York City time, on Feb. 5, 2008, unless further
extended.

According to the company, the expiration date is being extended
to coincide with the anticipated closing date of the previously
announced acquisition of ACEP by W2007/ACEP Holdings LLC, an
affiliate of Whitehall Street Real Estate Funds, a series of
real estate investment funds sponsored and managed by The
Goldman Sachs Group Inc. and its affiliates.

Holders who have already tendered their Notes do not have to re-
tender their Notes or take any other action as a result of the
extension.

ACEP previously received valid tenders and consents from holders
of $215 million aggregate principal amount of the Notes,
representing 100% of the Notes outstanding as of 5:00 p.m., New
York City time, on Jan. 11, 2008.  The right to withdraw the
tendered Notes and to revoke delivered consents terminated on
the Consent Date.

The exclusive dealer manager and solicitation agent for the Tender
Offer is Bear, Stearns & Co. Inc.  Questions regarding the Tender
Offer may directed to Bear Stearns at (877) 696-BEAR (toll free)
or (212) 272-5112 (collect).  The information agent and tender
agent for the Tender Offer is D.F. King & Co. Inc.  Requests for
the Statement may be directed to D.F. King & Co. Inc., as
information agent, at 48 Wall Street, 22nd Floor, New York, New
York 10005.  The information agent may be contacted at (212)
269-5550 (for banks and brokers only) and (800) 628-8208 (for
all others toll free).

                      About American Casino

Headquartered in Las Vegas, Nevada, American Casino &
Entertainment Properties LLC -- http://www.acepllc.com/-- owns  
and operates four gaming and entertainment properties in
southern Nevada.  The four properties are the Stratosphere
Casino Hotel & Tower, which is located on the Las Vegas Strip
and caters to visitors to Las Vegas, two off-Strip casinos,
Arizona Charlie's Decatur and Arizona Charlie's Boulder, which
cater primarily to residents of Las Vegas and the surrounding
communities, and the Aquarius Casino Resort which caters to
visitors to Laughlin.

                          *     *     *

American Casino & Entertainment Properties LLC continues to carry
Moody's "B2" probability of default and long-term corporate family
ratings with a developing outlook.

In addition, the company also carries Standard & Poor's "B+" long-
term local and foreign issuer credit ratings with a negative
outlook.


AMERICAN HOME: Court Approves DoveBid as Auctioneer
---------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-
affiliates obtained permisssion from the U.S. Bankruptcy Court for
the District of Delaware to employ DoveBid Inc. as auctioneer.

The Debtors stated that it intended to sell certain assets,
including furniture, fixtures, office equipment and other personal
property, which they no longer need due to the closure of their
loan origination business.

The retention and employment of DoveBid will allow the Debtors to
auction and sell the Assets in an efficient and expeditious
manner because of DoveBid's specialized auction experience,
related James L. Patton, Jr., Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware.

DoveBid will advertise and market each Sale and the Debtors will
provide DoveBid with an allowance for the advertisement and
marketing.  DoveBid may offer the Assets for sale by piece or lot,
provided, that the Assets will not be commingled with any third
parties' assets.  It may also sell all Assets at auction to the
highest bidder, provided, no officer, director or affiliate of the
Debtors will be entitled to purchase any Assets.

Mr. Patton discloses that DoveBid will not (i) guarantee the
consummation of any sale and is not responsible if a purchaser
fails to complete a purchase, and (ii) permit any purchaser to
take possession of any Assets without full payment.  He notes
that DoveBid assumes the risk of collection for any equipment it
allows to be removed.

DoveBid will collect from the buyers the gross proceeds of each
Plan, including any applicable sales taxes and deposit the funds
into a bank depository account maintained by DoveBid.

The Debtors has agreed to pay DoveBid on a percentage-fee basis
for each Plan and that DoveBid is entitled to reimbursement for
the actual and necessary expenses it incurred from the gross
proceeds of each Plan.

DoveBid will collect payment a buyer's premium from the buyers of
any Assets at the rate of 16% of the purchase price for each
Asset.  Mr. Patton notes that the Buyer's Premium will be reduced
by 1% of the purchase price of any Asset for which a purchaser
pays by cash, cashier's check, company check or wire transfer,
provided payment in full is received by DoveBid within 72 hours
from receipt of invoice.  In addition, the Buyer's Premium will be
0% and DoveBid will receive no compensation for any Asset, where
the purchaser is a Debtors' employee and the Asset is purchased
for personal use or consumption.

DoveBid will also remit to the Debtors a rebate amount, which is a
percentage of the aggregate gross proceeds realized as a result of
the sale of Assets.  The Rebate will be calculated as:

      Aggregate Gross Proceeds            Rebate
      ------------------------            ------
      between $0 and $1,000,000             2%
      between $1,000,001 and $2,000,000     3%
      in excess of $2,000,000               4%

John Carroll, DoveBid's senior vice president, assures the Court
that the firm is a "disinterested person," as that term is defined
in Section 101(14) of the Bankruptcy Code.

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


AMERICAN HOME: Wants to Hire CB Richard as Real Estate Broker
-------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
seek permisssion from the U.S. Bankruptcy Court for the District
of Delaware to employ CB Richard Ellis as a real estate broker,
nunc pro tunc to Jan. 10, 2008, pursuant to an engagement
agreement and in connection with the Debtors' sale of certain real
property located at 538 Broadhollow Road, in Melville, New York.

The Debtors have selected CBRE based on its experience and
expertise in providing corporate real estate services.  In
addition, in anticipation of its retention, CBRE has become
familiar with the Broadhollow Property and the issues related to
sale, including the relevant agreements with respect to the
Broadhollow Property.  

The Debtors also request that the information requirements of
Local Rule 2016-2(d) be modified and waived to the extent
necessary to permit CBRE to submit time records in rendering
services on behalf of the Debtors.

In accordance with the terms of the Engagement Agreement, the
Debtors also seek approval of CBRE's fee structure pursuant to
Section 328(a) of the Bankruptcy Code.  The Debtors relate that
the fee structure is fair and reasonable in light of industry
practice and CBRE's extensive experience.

Among the key terms of the Engagement Agreement are:

   -- The Debtors will grant CBRE the exclusive right to sell
      or dispose of the Broadhollow Property for a period
      commencing Jan. 10, 2008 and ending midnight of July 31,
      2008, which term may be terminated by either party with
      or without cause upon 30 days written notice;

   -- CBRE agrees to use reasonable efforts to effect a sale or
      transfer of the Broadhollow Property, which will be
      marketed without a formal asking price;

   -- The Debtors agree to pay CBRE, together with any co-
      broker, an aggregate sales commission equal to 1.5% of
      the gross sales price up to $35 million, and 5% of the
      gross sales price that exceeds $35 million, which will
      include any existing mortgage that is assumed.  The
      Commission will be earned and payable at the time of the
      closing for services rendered if, during the Term:

      * the Broadhollow Property is sold to a purchaser
        procured by CBRE, the Debtors or anyone else; and

      * the Debtors contribute or convey the Broadhollow
        Property to a business entity or pursuant to a stock
        sale; and

   -- The Debtors agree to reimburse CBRE for all its
      reasonable out-of-pocket expenses up to a maximum of
      $7,500.

Phillip Heilpern, CBRE's senior vice president, assures the Court
that the firm (i) is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, and (ii) does
not hold an interest adverse to the Debtors.

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


AMERICAN HOME: Wants to Hire Deloitte Tax to Give Tax Services
--------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
seek permisssion from the U.S. Bankruptcy Court for the District
of Delaware to employ Deloitte Tax LLP  as tax services providers,
nunc pro tunc to Jan. 14, 2008.  

The Debtors also ask the Court to approve the engagement letter
between them and Deloitte Tax, dated Jan. 11, 2008, pursuant
to which Deloitte Tax will perform various tax compliance and tax
consulting services.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, informs the Court that Deloitte
Tax has rendered tax services to the Debtors for several years,
and as a result, has considerable knowledge concerning the
Debtors, and is already familiar with their business affairs to
the extent necessary for the scope of the proposed and
anticipated services.  The Debtors relate that Deloitte Tax is
well suited and qualified to serve as their tax services
providers in a cost-effective, efficient, and timely manner.

As tax services provider, Deloitte Tax will:

   -- review calculations of taxable income for the year ended
      December 31, 2007, and the subsequent year ending in 2008
      for American Home Mortgage Investment Corp.;

   -- prepare or review Form 1120 REIT or Form 1120 for
      American Home Mortgage Holdings, Inc., and AHM Investment
      Corp. and their subsidiaries for the year ended Dec. 31,
      2007, and the subsequent year ending in 2008;

   -- research and consult on tax return filing issues with
      respect to trust preferred securities, amortization of
      mortgage servicing rights and tax accounting with respect
      to inter-company transactions;

   -- prepare federal and state partnership income tax returns
      for Bayliss Trust;

   -- research and consult on federal and state income tax
      issues regarding multi-series joint ventures or other
      joint ventures of AHM Investment Corp. or AHM Holdings
      Inc., and subsidiaries;

   -- research and prepare responses with respect to federal,
      state and local income tax notices received from taxing
      authorities;

   -- represent and research potential loan and securities
      sales and income tax audits; and

   -- research and file claims for refund with respect to the
      New York State Mortgage recording tax.

The scope of services that Deloitte Tax anticipates to provide is
limited to more significant services, Mr. Patton says.  However,
when specific tax assistance desired by the Debtors from Deloitte
Tax is identified, and that assistance involves either (i)
contemplated fees in excess of $1,000,000, or (ii) a potential tax
liability in excess of $5,000,000, the Debtors and Deloitte Tax
will execute a separate work order, which will be filed with the
Court.

Deloitte Tax's professionals will be paid in their reasonable
hourly rates:

     Designation                     Hourly Rate
     -----------                     -----------
     Partner/Principal/Director          $490
     Tax Senior Manager                  $405
     Tax Manager                         $305
     Tax Senior                          $255
     Tax Staff                           $195
     Tax Administrative Staff             $75

Deloitte Tax will also be reimbursed for reasonable and necessary
expenses incurred in connection with the services performed for
the Debtors.

Mr. Patton discloses that Deloitte Tax and its affiliate,
Deloitte & Touche LLP, have worked for the Debtors and received
payments in the 90 days prior to the bankruptcy filing.  As of the
bankruptcy filing, the Debtors owed certain payments to Deloitte
Tax and Deloitte & Touche:

     Name of Firm          Received Amt.     Amount Owed
     ------------          -------------     -----------
     Deloitte & Touche        $201,000          $389,750
     Deloitte Tax LLP           98,423            75,000

Subject to the Court's approval of the employment application,
Deloitte Tax has agreed not to seek recovery of the owed amounts.

John Niemiec, a director at Deloitte Tax, assures the Court that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

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


AMERICAN LAFRANCE: Taps Haynes and Boone as Lead Counsel
--------------------------------------------------------
American LaFrance LLC, asks the United States Bankruptcy Court for
the District of Delaware for authority to employ Haynes and Boone
LLP, as its lead counsel, nunc pro tunc to Jan. 28, 2008.

According to William Hinz, president and chief executive officer
of ALF, Haynes and Boone is a full-service law firm with
extensive experience and knowledge in the field of debtors and
creditor's rights and business reorganizations under Chapter 11.

The firm was engaged to provide advice concerning financial
restructuring and pre-bankruptcy planning to the Debtor.

Haynes and Boone will render specialized legal services to the
Debtor as needed throughout ALF's Chapter 11 case.  The firm's
duties include:

   (a) advising ALF of its rights, powers and duties as debtor-
       in-possession under the Bankruptcy Code;

   (b) advising ALF concerning, and assisting in, the negotiation
       and documentation of financing agreements and debt
       restructurings;

   (c) counseling the Debtor in connection with the formulation,
       negotiation, and consummation of a possible sale of ALF or
       its assets, and a plan of reorganization and related
       documents or other liquidation of the estates;

   (d) reviewing the nature and validity of agreements relating
       to ALF's interests in real and personal property and
       advising the Debtor of its corresponding rights and
       obligations; and

   (e) advising ALF concerning preference, avoidance, recovery or
       other actions that they may take to collect and to recover
       property for the benefit of the estates and their
       creditors, whether or not arising under Chapter 5 of the
       Bankruptcy Code.

ALF will pay Haynes and Boone in accordance to its hourly rates,
and will reimburse the firm's actual and necessary expenses.  The
firm's rates are subject to adjustments on October 1 each year to
reflect economic and other conditions.  The primary attorneys and
paralegal who will represent the Debtor, and their rates are:

          Robert D. Albergotti, partner          $625
          Ian T. Peck, associate                 $440
          Abigail Ottmers, associate             $370
          John Middleton, associate              $245
          Dian Gwinnup, paralegal                $160

Mr. Hinz informs the Court that Haynes and Boone received a
retainer of $100,000 for work to be performed by the firm in
connection with ALF's Chapter 11 case, which retainer has been
placed in Haynes and Boone's trust account.

Ian T. Peck, Esq., a senior associate at Haynes and Boone, tells
the Court that the firm has not represented ALF's creditors,
equity security holders, or any other interested parties, or
their respective attorneys and accountants or the United States
Trustee in any matters relating to the Debtor or its estate.

Mr. Peck discloses the firm's current or prior representations of
parties-in-interest in matters unrelated to ALF's Chapter 11
case:

    -- Bank of America; and

    -- various unsecured creditors, including IBM Corporation and
       certain of its affiliates; Daimler Chrysler and certain of
       its affiliates; General Motors Corporation and certain of
       its affiliates; Ferguson Enterprises, Inc., and certain of
       its affiliates; and The Travelers Companies and certain of
       its affiliates.

The firm has also represented, in matters wholly unrelated to
ALF, clients in which these professionals were involved:

    -- Gardere Wynne Sewell;
    -- CRG Partners Group, LLC; and
    -- William K. Snyder.

Mr. Peck asserts that Haynes and Boone is a disinterested person,
as the term is defined in Section 101(14) of the Bankruptcy Code.

                   About American LaFrance LLC

Headquartered in Summerville, South Carolina, American LaFrance
LLC --  http://www.americanlafrance.com/-- is one of the oldest  
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  Thee company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Christopher A. Ward, Esq., at Klehr, Harrison, Harvey,
Branzburg & Ellers LLP, is the Debtor's proposed local counsel.
When the Debtor filed for protection against its creditors, it
listed assets and liabilities between $100 Million and
$500 Million.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


AMERICAN LAFRANCE: Taps CRG Partners as Financial Advisors
----------------------------------------------------------
American LaFrance LLC seeks permission from the United States
Bankruptcy Court for the District of Delaware to:

   (a) employ CRG Partners Group LLC, as its financial advisors;
       and

   (b) designate William K. Snyder, managing partner of CRG, as
       chief restructuring officer of ALF to assist in its
       restructuring efforts.

CRG is a leading financial and corporate restructuring advisory
firm, which has extensive experience and an excellent reputation
for the services it has rendered in Chapter 11 cases, Christopher
A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg & Ellers,
LLP, proposed co-counsel for ALF, tells the Court.

Mr. Snyder has served as a chief restructuring officer, examiner,
or independent professional in other cases, including In re
McCommas LFG Processing Partners, LP, Case No. 07-32219 (Bankr.
N.D. Tex.2007) and In re Mirant Corporation, Case No. 03-46590
(Bankr. N.D. Tex. 2003), Mr. Ward continues.

The current management of ALF believes that the Debtor's estate
will benefit from having a seasoned reorganization professional
who is not affiliated with ALF to evaluate its options for
maximizing the value of the Debtor's assets.

ALF and CRG have entered into an Engagement Letter to govern the
relationship between them, and by which CRG and Mr. Snyder will
provide their services to the Debtor.  According to Mr. Ward, by
the Engagement Letter, CRG will provide Mr. Snyder, as chief
restructuring officer as well as qualified personnel at various
levels.

As chief restructuring officer of the Debtor, Mr. Snyder will
assist ALF:

    -- in its operations with an objective of evaluating the
       Debtor's options for maximizing the value of its assets;

    -- in connection with the formulation, negotiation and
       consummation of a possible sale of the Debtor or its
       assets; and

    -- in connection with the formulation, negotiation, and
       promulgation of a plan of reorganization and related
       documents or other liquidation of the estate.

ALF will pay Mr. Snyder and additional CRG personnel according to
their hourly rates:

          Professional                   Hourly Rate
          ------------                   -----------
          William Snyder                     $500
          Matt Donnell                       $400
          Managing Partners               $425 - $535
          Partners                        $325 - $450
          Directors                       $275 - $425
          Associates                      $200 - $275
          Administrative Assistants          $100

Regardless of the hours expended, CRG and Mr. Snyder have agreed
that the charges for Mr. Snyder's services as chief restructuring
officer will be capped at $19,500 per week, and $16,000 per week
for Matt Donnell.

Mr. Ward discloses that CRG received a $100,000 retainer to be
applied against the compensation, including expenses specific to
the engagement.  CRG will not hold the retainer for application
in accordance with the Engagement Letter.  Any unearned portion
of the retainer will be returned to the Debtor upon termination
of the engagement.  ALF paid CRG $102,258 before the Petition
Date, he adds.

CRG will provide monthly invoices to ALF.  Out of an abundance of
caution, the Debtor asks the Court to approve the compensation
arrangement and authorize ALF to pay, in the ordinary course of
its business, the amount invoiced by CRG for fees and expenses.

Because CRG and Mr. Snyder are not being employed by ALF as a
professional under Section 327 of the Bankruptcy Code, CRG will
not submit regular fee applications pursuant to Sections 330 and
331 of the Bankruptcy Code.  CRG will, however, file a notice of
total compensation earned and provide notice to interested
parties.

Mr. Snyder, managing partner at CRG, assures the Court that CRG
has not represented ALF's creditors, or any other parties-in-
interest, or its respective attorneys and accountants or the
United States Trustee in any matters relating to the Debtor or
its estate.  He asserts that CRG is a disinterested person, as
the term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Snyder discloses that CRG's past or present representations
or relationships with these parties-in-interest are in matters
wholly unrelated to ALF's Chapter 11 case:

    -- Gardere Wynne Sewell;
    -- Haynes and Boone LLP;
    -- Patriarch Partners, ALF's prepetition secured lender; and
    -- Bank of America.

According to Mr. Snyder, CRG has worked in 11 cases in which
Patriarch Partners was a lender, including 180's Corporation; MD
Helicopters; Dana Classics; Oasis; BankVest; Omni; Scan Optics;
ASI Robicon; and Galey and Lord.  CRG also provided services to
Patriarch Partners in Ansaldo Systeme Industriale based in the
European Union, he says.

It is possible that one or more managing partners, partners,
directors, associates or staff members of CRG may have personal
or social connections with interested parties, Mr. Snyder
relates.  However, CRG submits that individual affiliations with
interested parties will not in any way affect the services that
CRG proposes to provide to the Debtor.

                     About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC --  http://www.americanlafrance.com/-- is one of the oldest  
fire apparatus manufacturers and one of the top six suppliers of
emergency vehicles in North America.  Thee company filed for
Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del. Case No.
08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers, Esq., at
Haynes and Boone LLP, is the Debtor's proposed Lead Counsel.  
Christopher A. Ward, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers LLP, is the Debtor's proposed local counsel.  When the
Debtor filed for protection against its creditors, it listed
assets and liabilities of between $100 Million and $500 Million.

The Debtor's exclusive period to file a plan expires on May 27,
2008. (American LaFrance Bankruptcy News, Issue No. 1; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


AMERISOURCEBERGEN CORP: Moody's Places Ba1 Rating Under Review
--------------------------------------------------------------
Moody's Investors Service placed the ratings of AmerisourceBergen
Corporation under review for possible upgrade (Ba1 Corporate
Family Rating) based on the company's continued adherence to a
conservative financial policy that has resulted in credit ratios
consistent with an investment grade rating.

Moody's rating review will primarily consider: (1) the likelihood
that management will not pursue debt-funded initiatives; (2)
prospects for revenue growth during 2008; (3) the extent to which
core pharmaceutical distribution operating margins can recover;
(4) sustainable levels of operating cash flow following one-time
working capital benefits; and (5) any additional developments
related to changes in benchmark pricing.

Ratings placed under review for possible upgrade:

AmerisourceBergen Corporation:

  -- Corporate Family Rating at Ba1
  -- Senior unsecured debt at Ba1

If the ratings are upgraded, Moody's expects to withdraw the Ba1
Corporate Family Rating, the Ba1 Probability of Default Rating,
the SGL-1 rating and the current LGD assignments.

AmerisourceBergen Corporation, headquartered in Chesterbrook,
Pennsylvania, is one of the nation's leading wholesale
distributors of pharmaceutical products and related services.


ARGUE AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Argue Automotive Accessories L.L.C.
        3670 131st Street North
        Clearwater, FL 33762

Bankruptcy Case No.: 08-01011

Type of Business: The Debtor sells automotive supplies and parts.

Chapter 11 Petition Date: January 28, 2008

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtors' Counsel: Harley E. Riedel, Esq. and
                  Scott A. Stitcher, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, #200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  http://www.srbp.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Modern Plastics Corporation                          $315,145
135 South LaSalle Street
Chicago, IL 60674

Dupon Coating Solution                               $131,903
P.O. Box 2323
Carol Stream, IL 60132

McDiver Corporation                                  $100,459
Corporate Office
Elkhart, IN 46516

A.B.'s Glove & Abrasives Inc.                        $43,463

American Express                                     $36,264

Spartech                                             $35,652

Futurex                                              $29,131

Welch Packaging Elkart Inc.                          $28,604

XPEDX Grand Rapids                                   $20,350

Stewart Products Co.                                 $16,539

Orbis Corporation                                    $15,470

Forge Industrial Staffing                            $15,380

Kent Manufacturing Co.                               $13,874

Midstates Bolt and Screw                             $13,312

Pixco Fasteners                                      $13,193

NIPSCO                                               $12,631

Alvan Motor Freight Inc.                             $11,787

Piolax Corporation                                   $11,754

Lee's Wood Products                                  $11,141

R&L Carriers Inc.                                    $10,383


ARVINMERITOR: Expected Neg. Cash Flow Cues Fitch to Cut Ratings
---------------------------------------------------------------
Fitch Ratings has taken these actions on ArvinMeritor's credit
ratings:

  -- Issuer Default Rating downgraded to 'B' from 'B+';
  -- Senior secured revolver affirmed at 'BB/RR1;
  -- Senior unsecured notes downgraded to 'B/RR4' from 'B+/RR4.

The ratings affect approximately $1.1 billion of outstanding debt.  
The Rating Outlook is Stable.

The downgrades reflect ARM's expectation of negative cash flow in
an amount greater than previously expected, which along with
economic conditions and uncertain progress on its restructuring
plan, will defer any return to positive free cash flow.  Although
Fitch previously projected negative cash flow for fiscal 2008,
changes to ARM's working capital position will require a greater
use of cash and result in higher net financing costs.  Ancillary
one-off items related to warranty reserves, discontinued
operations, a modest acquisition and ongoing restructuring costs
will exacerbate outflows.  Capital expenditures will also increase
in 2008 from the restrained levels of the past several years.

Although segment operating margins showed modest progress in the
first fiscal quarter, low Light Vehicle Systems margins
demonstrate that any progress from the company's restructuring
efforts has been largely offset by pricedowns and other negative
industry trends.  The working capital intensity of the business
indicates that any volatility in production or financial flows can
have material operating and cash flow repercussions.  Fitch is
concerned that economic weakness, production volatility and
second-tier supplier stresses have not yet peaked in 2008, leading
to potential further cash flow reductions.

Commercial Vehicle Systems operations should continue to rebound
from 2007 cyclical trough levels, although economic concerns have
muted the pace and extent of the rebound.   European operations
have experienced higher than expected demand but ARM was unable to
capitalize on the higher volume due to capacity and production
inefficiencies.  ARM will be increasing capital investment in CVS
Europe in 2008 to increase operational flexibility.  ARM's LVS
operations will be affected by domestic volume declines, although
Detroit Three light-vehicle sales in North America only account
for 8% of total consolidated revenue.  Unlike recent economic
cycles, Fitch expects the domestic manufacturers to be much more
aggressive in cutting production in order to better manage
inventory levels, in part due to greater flexibility gained in the
recent UAW contract.

The cyclical upturn in heavy duty trucks, although likely to be
moderated by economic weakness, could return ArvinMeritor to
positive free cash flow in fiscal 2009.  Limited margin
improvement in LVS indicates that any free cash generation on a
consolidated basis is likely to be modest, with limited capacity
to reduce expanded debt levels.

ArvinMeritor maintains good liquidity, with $164 million in cash
as of Dec. 31, 2007, and substantial undrawn bank and receivables
facilities.  With the exception of the company's $700 million
revolver (which expires in 2011), the company has no substantial
maturities in the next five years.  The company's recently amended
and downsized its revolver, leaving adequate flexibility under its
financial covenant.  Total debt, including outstanding
securitizations and factoring, declined slightly in fiscal 2007
due to asset sales, offsetting negative operating cash flow.  The
company has also expanded its utilization of European
securitizations and factoring.

The Recovery Ratings and associated notching in the debt structure
reflect Fitch's recovery expectations in a scenario in which
distressed enterprise value is allocated to the various debt
classes.  The assignment of the 'RR1' recovery rating to the
senior secured revolving credit facility indicates an expectation
of full recovery.  The secured facility benefits from first-lien
status on certain U.S. assets and a 15% carve-out of consolidated
net tangible assets.  The 'B/RR4' rating on ARM's unsecured debt
reflects an expectation that unsecured debtholders would receive,
after administrative, priority, trade creditor and secured claims,
31% to 50% of their investment, which is about average recovery in
a distressed scenario.


ASSET BACKED: Moody's Junks Rating on Class B Certificates
----------------------------------------------------------
Moody's Investors Service has downgraded one tranche and placed on
review for possible downgrade twelve tranches from three Asset
Backed Securities Corp. Deals.  The subprime mortgage loan backed
transactions closed in 2002, 2003, and 2005.

The rating actions are based on the respective tranches' current
credit enhancement levels compared to current projected pool
losses.

The complete rating actions are:

Issuer: Asset Backed Securities Corporation, Series 2002-HE1

  -- Cl. M-1; Currently Aaa, under review for possible
     downgrade.

  -- Cl. M-2; Currently A2, under review for possible
     downgrade.

  -- Cl. B; Downgraded to Caa3 from B3.

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2003-HE2

  -- Cl. M-1; Currently Aaa, under review for possible
     downgrade.

  -- Cl. M-2; Currently Aa3, under review for possible
     downgrade.

  -- Cl. M-3; Currently A3, under review for possible
     downgrade.

  -- Cl. M-4; Currently Baa2, under review for possible
     downgrade.

  -- Cl. M-5; Currently Ba2, under review for possible
     downgrade.

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2005-HE2

  -- Cl. M-4; Currently A3, under review for possible
     downgrade.

  -- Cl. M-5; Currently Baa1, under review for possible
     downgrade.

  -- Cl. M-6; Currently Baa2, under review for possible
     downgrade.

  -- Cl. M-7; Currently Baa3, under review for possible
     downgrade.

  -- Cl. M-8; Currently Ba1, under review for possible
     downgrade.


AVADO BRANDS: Exclusive Plan Filing Period Extended to May 2
------------------------------------------------------------
The Honorable Mary J. Walrath of the United States Bankruptcy
Court for the District of Delaware further extended Avado Brands
Inc. and its debtor-affiliates' exclusive periods to:

   a) file a Chapter 11 plan until May 2, 2008; and
   b) solicit acceptances of that plan until July 1, 2008.

According to the Debtors' request, they need enough time complete
the 363 sale process, and properly evaluate an appropriate exit
strategy for these cases.

                        363 Sale Process

On Nov, 2 2007, the Debtors say that they filed with the Court a
request to approve the sale of substantially of their assets to
the highest and best bidders at the auction.  The Court approved
the sale of certain of the Debtors' assets to five different
buyers.

As reported in the Troubled Company Reporter on Jan. 14, 2008,
Judge Walrath approved the sale of the Debtors' 61 restaurants to
Rita Acquisition Corp., a company set up by DDJ Capital Management
LLC for the transaction.  The sale will facilitate the termination
of at least $23 million of the Debtors' debt against DDJ Capital.

The Debtors say that they do not anticipate the Rita Acquisition
transaction to close until early February 2008.

The Debtors tell the Court that the sale process could take at
least a few more months to complete and the disruption to this
process could pose a threat to their ability to successfully sell
their assets.

In addition, The Debtors say that are currently exploring other
options for bringing these cases to a conclusion, including a
chapter 11 plan of liquidation, a chapter 7 conversion or
structured dismissal.

The Debtors' exclusive period to file a plan expired on Jan. 3,
2008.

                         About Avado Brands

Madison, Georgia-based Avado Brands Inc., aka Applesouth, --
http://www.avado.com/-- operates about 120 casual dining
restaurants under the banners Don Pablo's Mexican Kitchen and Hops
Grillhouse & Brewery.  The restaurants are located in 22 states in
the U.S.  As of Sept. 5, 2007, the Debtors employed about 9,970
people.  For the year ended July 31, 2007, the Debtors generated
about $227.8 million in revenues and a negative EBITDA of
$7.8 million.

The Debtor filed for chapter 11 protection on Feb. 4, 2004 (Bankr.
N.D. Tex. Case No. 04-1555).  On April 26, 2005, Judge Steven
Felsenthal confirmed Avado's Modified Plan of Reorganization and
that Plan became effective on May 19, 2005.

On Sept. 5, 2007, Avado filed a voluntary chapter 22 petition
(Bankr. D. Del. Case No. 07-11276) to complete an orderly sale of
its assets, via Section 363 of the Bankruptcy Code.  About 10 of
Avado's affiliates also filed for bankruptcy protection on the
same date (Bankr. D. Del. Case Nos. 07-11277 through 07-11286).

Michael Tuchin, Esq., and Stacia A. Neeley, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP, represent the Debtors.  Donald J.
Detweiler, Esq., at Greenberg Traurig, LLP, is the Debtors' local
counsel.  Kurtzman Carson Consultants LLC acts as the Debtors
claims and noticing agent.  The U.S. Trustee for Region 3 has
appointed creditors to serve on an Official Committee of Unsecured
Creditors to this cases.  Greenberg Traurig LLP represents the
Committee.  In their second filing, the Debtors disclosed
estimated assets and debts between $1 million to $100 million.


BAYOU GROUP: Former CFO Gets 20 Years Prison Term for Fraud
-----------------------------------------------------------
The Hon. Colleen McMahon of the U.S. District Court in Manhattan
sentenced former chief financial officer of Bayou Group LLC,
Daniel Marino, to 20 years in prison for his role in conspiring to
deceive investors out of more than $400 million, several papers
disclose.  The judge will also announce a "nine-figure" penalty
within 90 days.

In September 2005, Mr. Marino and co-founder Samuel Israel III
pleaded guilty to conspiracy, investment adviser fraud and other
complaints stemming from false disclosure of the value of Bayou's
funds, according Chad Bray of Dow Jones.  Mr. Israel is awaiting
sentencing.

Last week, Bayou co-founder James Marquez was sentenced to 4 and a
half years jail term and was ordered to pay $6.2 million in
damages, Bill Rochelle of the Bloomberg News relates.  Mr. Marquez
pleaded guilty to conspiracy charges in December 2006.

Judge McMahon said that Mr. Marquez, who left Bayou in 2001, was
less accountable than Mr. Marino, who was an accounting
professional and should have protected the fund's investors,
Martha Graybow of Reuters reports.  Mr. Marino, instead, created a
phony accounting firm, Richmond-Fairfield Associates, to provide  
false financial statements.

Based in Chicago, Illinois, Bayou Group LLC operates and manages
hedge funds.  The company and its affiliates filed for chapter 11
protection on May 30, 2006 (Bankr. S.D.N.Y. Case No. 06-22306).   
Elise Scherr Frejka, Esq., at Dechert LLP, represents the Debtors
in their restructuring efforts.  Joseph A. Gershman, Esq., and
Robert M. Novick, Esq., at Kasowitz, Benson, Torres & Friedman,
LLP, represents the Official Committee of Unsecured Creditors.   
When the Debtors filed for protection from their creditors, they
estimated assets and debts of more than $100 million.


BEXAR COUNTY: Moody's Chips Rating on $12.8 Million Bonds to Ba2
----------------------------------------------------------------
Moody's Investors Service has downgraded these ratings on Bexar
County Housing Finance Corporation Multifamily Revenue Refunding
Bonds (American Opportunity for Housing - Cinnamon Creek
Apartments); $12.8 million Series 2002 A to Ba2 from Ba1 and
$1.3 million Series 2002 B to Ba3 from Ba2.  The rating downgrades
are based upon Moody's review of audited financial statements for
2006, interim financial statements for 2007 and occupancy reports.  
The outlook remains negative, reflecting market research, which
projects occupancy declines in the project's submarket.

The 278 unit garden style complex was built in 1974 and is
composed of 58, one and two-story buildings located approximately
twelve miles northwest of downtown San Antonio.  The property is
located near major employer such as South Texas Medical Center,
University of Texas at San Antonio and USAA World Headquarters.

Recent Developments

Occupancy at the project is weak at 90.7% (Dec. 2007), which is
well below the 95% average in the Northwest San Antonio submarket
as reported by Torto Wheaton Research.  TWR forecasts submarket
occupancy will decline slightly in 2008 to 94% and then dip
further to 93.2% in 2009.

Debt service coverage for 2006 weakened to 1.15x for senior debt
and 1.03x for subordinate.  Interim 2007 finances indicate
coverage of 1.19x senior debt, and 1.06x subordinate debt.  
Interim statements may indicate some stabilization; however,
Moody's views this improvement cautiously because audited NOI is
frequently less than that obtained from interim statements.  TWR
forecasts rents in the submarket will grow an average of 2.3% in
2008 and 2.0% in 2009.  As this growth is likely to be less than
growth in expenses, the debt service coverage ratio may decline.  
Moody's takes some comfort from American Opportunity for Housing's
willingness to transfer cash to the project - $238,637 was
transferred for capital improvements in 2006.

Outlook

The outlook on the bonds remains negative.  This reflects Torto
Wheaton market research that indicates moderate rent growth and
increases in vacancies in Northwest San Antonio over the medium
term.


BOMBAY COMPANY: Court Approves Sale of Trademarks for $2 Million
----------------------------------------------------------------
The Hon. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas approved the sale of Bombay Company's
trademarks, trade names and other intellectual property for
$2 million and a 25% share of future licensing proceeds to Bombay
Brands LLC, a joint venture of Gordon Brothers Retail Partners LLC
and Hilco Merchant Resources LLC, according to various reports.

As reported in the Troubled Company Reporter on Dec. 26, 2007,
Hilco Consumer Capital will assume day-to-day brand management
responsibilities and will immediately undertake a strategic brand
rebuilding program designed to leverage the intrinsic value of the
Bombay name.  Through licensing strategies with retailers,
wholesalers and franchisees, a broad-range of new consumer
products will be created and marketed internationally.

The initial cash price offer, which was $1.25 million, increased
to $2 million at an auction with competing bids, Bill Rochelle of
Bloomberg News reports.  The buyer also consented to a capital
infusion necessary to exploit the names.

                 About Hilco Consumer Capital

Hilco Consumer Capital - http://www.hilcocc.com/-- was formed in
2006 to make private equity investments in consumer brands and
build significant, additional value in them through innovative
product development, creative marketing and licensing strategies.

HCC is a unit of The Hilco Organization --
http://www.hilcotrading.com/-- a privately-held, diversified
financial services firm specializing in appraising, purchasing,
selling, financing and enhancing the performance of tangible and
intangible business assets through a platform of 22 integrated
business units located in North America and the European Union.

                     About Gordon Brothers

Gordon Brothers Group -- http://www.gordonbrothers.com/-- is an
advisory, restructuring and investment firm specializing in the
retail, consumer products, real estate and industrial sectors.
Founded in 1903, Gordon Brothers provides asset valuations and
appraisals, dispositions, real estate consulting, lending and
advisory services.

                      About Bombay Company

Based in Fort Worth, Texas, The Bombay Company Inc., (OTC
Bulletin Board: BBAO) -- http://www.bombaycompany.com/-- designs,
sources and markets a unique line of home accessories, wall d,cor
and furniture through 384 retail outlets and the Internet in the
U.S. and internationally, including Cayman Islands.

The company and five of its debtor-affiliates filed for Chapter 11
protection on Sept. 20, 2007 (Bankr. N.D. Tex. Lead Case No.
07-44084).  Robert D. Albergotti, Esq., John D. Penn, Esq., Ian T.
Peck, Esq., and Jason B. Binford, Esq., at Haynes and Boone, LLP,
represent the Debtors.  Attorneys at Cooley, Godward, Kronish LLP
act as counsel for the Official Committee of Unsecured Creditors.
Forshey & Prostok LLP is the Committee's local counsel.

As of May 5, 2007, the Debtors listed total assets of $239,400,000
and total debts of $173,400,000.


BUFFETS HOLDINGS: Wants to Hire Young Conaway as Bankr. Counsel
---------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for authority
to hire Young Conaway  Stargatt & Taylor LLP as their their
general reorganization and bankruptcy counsel, nunc pro tunc to
the Petition Date.

According to A. Keith Wall, executive vice-president and chief
financial officer of Buffets Holdings, Inc., the Debtors choose
Young Conaway because of the firm's extensive experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11 of the Bankruptcy Code.

Mr. Wall notes that Young Conaway's experience and knowledge
practicing before the Court will be cost effective for the
Debtors because the firm has become familiar with the Debtors'
businesses and affairs and many of the potential legal issues
which may arise in the Chapter 11 cases.

As counsel for the Debtors, Young Conaway will:

   -- provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their business and management of their
      properties;

   -- prepare and pursue confirmation of a plan and approval
      of a disclosure statement;

   -- prepare necessary applications, motions, answers, orders,
      reports and other legal papers;

   -- appear in Court, and to protect the interests of the
      Debtors before the Court; and

   -- perform all other legal services for the Debtors, which
      may be necessary and proper in the Chapter 11 proceedings.

Young Conaway will be paid based on the firm's current standard
hourly rates:

             Designation             Hourly Rates
             -----------             ------------
             Partners                 $485-$560
             Associates               $240-$390
             Paralegals               $115-$215

Mr. Wall notes that Young Conaway received a retainer of $400,000
in connection with the planning and preparation of initial
documents and its proposed postpetition representation of the
Debtors.  Mr. Wall further notes that a part of the retainer has
been applied to outstanding balances existing as of the Petition
Date and the remainder will constitute a general retainer as
security for postpetition services and expenses.  In addition,
Young Conaway also received $245,303 for fees and recorded
expenses incurred through January 11, 2008, Mr. Wall says.

Pauline K. Morgan, a partner at Young Conaway, assures the Court
that her firm has no connection with the Debtors and is a
"disinterested person" as the phrase is defined in Section
101(14) of the Bankruptcy Code.

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors' balance sheet as of Sept. 19, 2007,
showed total assets of $963,538,000 and total liabilities of
$1,156,262,000.  (Buffets Holdings Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


BUFFETS HOLDINGS: Wants Paul Weiss as Special Corporate Counsel
---------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates seek the United
States Bankruptcy Court for the District of Delaware's authority
to hire Paul Weiss Rifkind Wharton & Garrison LLP as their special
corporate counsel in connection with securities law issues, nunc
pro tunc to the Petition Date.

Paul Weiss has performed work for the Debtors since October 2000;
has been their corporate counsel since; and accordingly has
become familiar with the Debtors and the Debtors' corporate
securities.

Thus, the Debtors have requested that Paul Weiss continue to
represent them in connection with issues related to the Debtors'
securities, which may arise during their Chapter 11 cases, A.
Keith Wall, executive vice-president and chief financial officer
of Buffets Holdings, Inc., explains.

Mr. Wall submits that the Debtors' Chapter 11 cases are likely to
be complex and will require counsel with extensive, specialized
and substantial expertise in the area of corporate securities
law.

Paul Weiss will be paid based on its ordinary and customary
rates:

             Designation            Hourly Rate
             -----------            ------------
             Partners               $725 - $975
             Counsel                $665 - $700
             Associates             $375 - $625
             Para-professionals      $85 - $225

The firm will also be reimbursed for reasonable out-of-pocket
expenses.

Mr. Wall notes that Paul Weiss has received an aggregate of
$789,103 as payment in connection with the firm's representation
of the Debtors 90 days before the Petition Date.  To the extent
Paul Weiss has outstanding time charges for prepetition services
performed for the Debtors, the firm has agreed to waive its
claim.  

Alan K. Kornberg, Esq., a member at Paul Weiss, assures the Court
that his firm does not hold or represent any interest adverse to
the Debtors or their estates in the matters upon which it is to
be engaged.

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

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors' balance sheet as of Sept. 19, 2007,
showed total assets of $963,538,000 and total liabilities of
$1,156,262,000.  (Buffets Holdings Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000)


CENTRO NP: Earns $11.7 Million in Third Quarter Ended Sept. 30
--------------------------------------------------------------
Centro NP LLC fka. New Plan Excel Realty Trust Inc. reported net
income of $11.7 million on total revenues of $140.0 million for
the third quarter ended Sept. 30, 2007, compared with net income
of $33.2 million on total revenues of $114.6 million in the same
period in 2006.

Rental income was $101.9 million for the three months ended
Sept. 30, 2007 and $81.5 million for the three months ended
Sept. 30, 2006.  Increased amortization of below market leases
increased rental income by approximately $10.5 million.  
Acquisitions in 2007 and 2006 increased rental income by
approximately $5.9 million.  

Fee income was $7.9 million for the three months ended Sept. 30,
2007, and $4.0 million for the three months ended Sept. 30, 2006.
Fee income is derived from services provided to the company's
joint ventures and other managed projects.  The material changes
in the fee income of the company were primarily a result of an
increase in asset management fee revenue, which increased fee
income by approximately $2.4 million.

Depreciation and amortization was $54.4 million for the three
months ended Sept. 30, 2007, and $22.0 million for the three
months ended Sept. 30, 2006.

Interest expense was $30.1 million for the three months ended
Sept. 30, 2007, and $23.5 million for the three months ended
Sept. 30, 2006.

                 Liquidity and Capital Resources

As of Sept. 30, 2007, the company had approximately
$28.2 million in available cash, cash equivalents and marketable
securities.  

The company had approximately $304.0 million outstanding under its  
floating rate July 2007 Revolving Facility.

As of Sept. 30, 2007, the company had approximately $830.2 million
of indebtedness outstanding, excluding the impact of unamortized
premiums, under three indentures, having a weighted average
interest rate of 5.82%.

In addition to the July 2007 Revolving Facility and indentures, as
of Sept. 30, 2007, the company had approximately $418.7 million of
mortgage debt outstanding, excluding the impact of unamortized
premiums, having a weighted average interest rate of 7.1% per
annum.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$6.30 billion in total assets, $2.38 billion in total liabilities,
$87.5 million in minority interest in consolidated partnership and
joint ventures, and $3.83 billion in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?277d

                       About Centro NP LLC

Headquartered in Lexington, New York, Centro NP LLC was formed in
February 2007 to succeed the operations of New Plan Excel Realty
Trust Inc.  The principal business of the company is the ownership
and management of community and neighborhood shopping centers
throughout the United States.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Moody's Investors Service downgraded the senior unsecured debt
ratings of Centro NP LLC to B3, from B1, as the company moves
closer to its Feb. 15, 2008, refinancing deadline and its parent,
Centro Properties Group, discloses additional liquidity and
accounting issues.  The ratings remain on review for downgrade.


CHAMPION PARTS: Judge Mixon Converts Case to Chapter 7 Liquidation
------------------------------------------------------------------
The Honorable James G. Mixon of the U.S. Bankruptcy Court for the
Western District of Texas converted Champion Parts Inc.'s Chapter
11 bankruptcy case to a Chapter 7 liquidation proceeding on
Jan. 25, 2008.

Documents submitted to the Court did not disclose any substantial
reason for the conversion of the case.

As reported in the Troubled Company Reporter on Nov. 23, 2007, the
U.S. Trustee for Region 16 was unable to appoint creditors to
serve on an Official Committee of Unsecured Creditors in the
Debtor's Chapter 11 case due to lack of interest at a meeting held
on Nov. 19, 2007.

                       About Champion Parts

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

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


CHIQUITA BRANDS: Moody's Holds Ratings on Capital Structure Review
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Chiquita Brands
International, Inc., including its B3 corporate family rating and
B3 probability of default rating, following the company's
announcement that it is reviewing its capital structure.  The
rating outlook remains negative.

Ratings affirmed

Chiquita Brands International, Inc.

  -- Corporate family rating at B3

  -- Probability of default rating at B3

  -- $250 million 7.5% senior unsecured notes due 2014 at Caa2
     (LGD5, 89%)

  -- $225 million 8.875% senior unsecured notes due 2015 at
     Caa2 (LGD5, 89%)

Chiquita Brands, LLC

  -- $200 million senior secured revolving credit agreement at
     B1(LGD2,26%)

  -- Senior secured Term Loan C at B1(LGD2,26%)

Rating withdrawn (debt repaid)

Chiquita Brands, LLC

  -- Senior unsecured Term Loan B at B1 (LGD2, 26%)

Chiquita is considering a potential amendment or refinancing of
its senior secured bank agreement and is also considering a
convertible senior unsecured note offering at the holding company
level.  Proceeds from the potential new convertible issue will be
used for the partial repayment of Term Loan C.  Upon issuance of
convertible notes and application of proceeds to Term Loan C,
Moody's may upgrade the ratings of the company's existing senior
secured revolving credit and Term Loan C; upon issuance of a
senior unsecured convertible note at the holding company, the
amount of debt that is effectively subordinated to the senior
secured bank facility will increase while the amount of senior
secured bank debt will decline, resulting in a lower expected loss
on the bank debt.

The affirmation of the company's ratings is based on the fact that
fiscal year 2007 reported EBIT is expected to stabilize at a level
close to that of fiscal 2006, adding back certain non-recurring
charges in both years; and that the 2007 restructuring is expected
to generate cost savings of $60 million to $80 million in fiscal
2008.

Chiquita's B3 corporate family rating incorporates the company's
weak credit metrics and challenged operating performance.  Ratings
also reflect continued uncertainty with regard to long term
structural changes occurring in the company's key European Union
banana market such as greater competition following the
elimination of volume restrictions under a tariff only import fee
regime effective Jan. 1, 2006; the need to improve results at the
company's salads and healthy snacks to historical levels; and
continued pressure from rising input costs.  Ratings are supported
by Chiquita's solid franchise as one of the largest global fresh
fruit and vegetable companies with strong market shares and good
diversification in terms of product offerings, geographic reach,
and raw material supply.

Chiquita Brands International, Inc. is a global producer and
marketer of bananas, other fresh fruit and vegetables with
revenues of approximately $4.7 billion for the fiscal year ended
Dec. 31, 2007.


CLAYMONT STEEL: S&P Retains 'B' Rating Under Positive CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Claymont Steel Inc., including its 'B' corporate credit rating,
remain on CreditWatch with positive implications.  The ratings
were initially placed on CreditWatch on Dec. 10, 2007, following
Claymont's announcement that it had agreed to be acquired by Evraz
Group S.A. (BB-/Positive/--) in a transaction valued at about $565
million, including the assumption of debt.
     
With the closing of the acquisition on Jan. 25, 2008, Claymont is
now an indirect wholly owned subsidiary of Evraz Group.  However,
given that the companies have yet to disclose a definitive capital
structure, the impact on Claymont's outstanding debt holders
remains uncertain.  S&P will resolve the CreditWatch listing as
more details become available.

Ratings List

CreditWatch Update

Claymont Steel Inc.
  Corporate Credit Rating     B/Watch Pos/--


CLEAR CHANNEL: Pending $19 Bil. Buyout Unaffected by Market Frets
-----------------------------------------------------------------
Private investment firms, Thomas H. Lee Partners LP and Bain
Capital Partners LLC, remained undaunted in their plans to buy
Clear Channel Communications Inc. for $39.20 per share amid
market's worries, various reports relate.

Days before, investors were stirred when the buyers refused to
comment on the pending buyout deal worth around $19.5 billion that
led to speculation that deal will not push through, reports say.

THL co-president Anthony DiNovi cleared out the issue at Tuesday's
conference by explaining he would violate Securities and Exchange
Commission rules if he commented on the pending deal, reports
reveal.

Some news disclose that the buyout firms provided personnel to
Clear Channel to help execute steps to reduce expenses.  This
report led investors to believe that the would-be buyers have not
given up, according to the report.

Clear Channel told reporters Tuesday that the pending deal will be
completed by March 2008, as previously planned.

                 FCC Publication on the Sale Deal

The Federal Communications Commission published in its Web site
that Clear Channel Communications Inc., Thomas H. Lee Equity Fund
VI LP and Bain Capital (CC) IX LP have jointly submitted
applications to the Commission.  The applications seek consent to
transfer control of certain subsidiaries of Clear Channel that are
the holders of various Commission licenses and other
authorizations.  Clear Channel, through its subsidiaries, controls
1172 broadcast radio stations and 35 broadcast television
stations.  The applications seek Commission consent to the
proposed transfer of control of Clear Channel from its
shareholders to the Transferees.  After the transfer, the company
would continue to operate under the name "Clear Channel
Communications Inc." under the control of the Transferees.

                About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays. Outside
U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Standard & Poor's Ratings Services said its ratings on Clear
Channel Communications Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications.  S&P
originally placed them on CreditWatch on Oct. 26, 2006, following
the company's announcement that it was exploring strategic
alternatives to enhance shareholder value.


COMEDRES LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Comedres, LLC
        1896 Rear Mapledale Road
        81 Hershey Road
        Elizabethtown, PA 17022

Bankruptcy Case No.: 08-00275

Chapter 11 Petition Date: January 29, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Craig A. Diehl, Esq.
                  Law Offices of Craig A. Diehl
                  3464 Trindle Road
                  Camp Hill, PA 17011-4436
                  Tel: (717) 763-7613
                  Fax: (717) 763-8293

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


COMUNITY LENDING: Can Hire Omni Management as Claims Agent
----------------------------------------------------------
ComUnity Lending Inc. and its debtor-affiliate obtained permission
from the U.S. Bankruptcy Court for the Northern District of
California to employ Omni Management Group LLC as their noticing
and claims agent.

Omni Management is expected to:

   a) prepare and serve required notices;

   b) after mailing of a particular notice, file with the clerk's
      office a certificate or declaration of service;

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

   d) maintain official claims' registers;

   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 on a weekly basis;

   g) maintain an up-to-date mailing list for all entities that
      have filed a proof of claim or interest;

   h) provide access to the public for examination of claims
      without charge during regular business hours;

   i) record all transfers of claims pursuant and provide notice
      of such transfers;

   j) comply with applicable federal, state, municipal, and local
      statutes and other requirements;

   k) provide temporary employees to process claims, as necessary;

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

   m) promptly comply with further conditions and requirements as
      the clerk or the Court may prescribe.

Eric Schwarz, a member at Omni Management, tells the Court that
the firm bills:

      Services                         Hourly Rate
      --------                         -----------
      Technical/Consulting and          $95 - $285
         Executive Support
      Programming                      $100 - $200
      Clerical Support                  $35 - $85
      Preparation of Schedules/         $65 - $285
         Financial Affair Statement

Mr. Schwarz assures the Court that the firm does not represent any
interest adverse to the Debtor, its estates, or any other parties-
in-interest.

Based in San Jose, California, ComUnity Lending, Inc. --  
http://www.comunitylending.com-- is a mortgage lender, with   
mortgage programs of up to $1,500,000.  The company and its
affiliate, L.E.S. Liquidation Inc., filed for Chapter 11
protection on Jan. 4, 2008 (Bankr. N.D. Calif. Case Nos. 08-50030
and 08-50031).  John Walshe Murray, Esq. represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, ComUnity Lending listed estimated
assets and liabilities of $10 million to $50 million.


CONSOL ENERGY: Mulls Offer to Acquire Remaining Shares of CNX Gas
-----------------------------------------------------------------
CONSOL Energy Inc. intends to offer to acquire all of the
outstanding shares of CNX Gas Corporation that it does not
currently own in a stock-for-stock transaction.  CONSOL Energy
currently owns approximately 81.7% of the approximately 151
million shares of CNX Gas common stock outstanding.  CONSOL
Energy will offer CNX Gas stockholders 0.4425 shares of CONSOL
Energy common stock for each outstanding share of CNX Gas common
stock that CONSOL Energy does not own, the equivalent of $33.70
per share for CNX Gas common stock, or a 12% premium based
upon the closing stock price of CNX Gas on Jan. 28, 2008.  The
transaction is valued at approximately $932 million.

CONSOL Energy's offer will be made directly to the CNX Gas
stockholders and will not be conditioned upon any requirement
for recommendation of its offer by the independent directors
of CNX Gas.  The CONSOL Energy exchange offer will be conditioned
upon, among other things, the tender of a majority of the
outstanding shares of CNX Gas common stock not owned by CONSOL
Energy, without regard to any shares of CNX Gas that are owned
by the directors or management of either CONSOL Energy or CNX
Gas.  This condition will be irrevocable.  The exchange offer
will also be subject to other customary terms and conditions and
is intended to be tax-free to the shareholders of CNX Gas.

Assuming that the conditions to CONSOL Energy's exchange offer are
satisfied and that the offer is completed, consistent with the
requirements of Delaware law, CONSOL Energy intends to effect a
"short form" merger of CNX Gas with a subsidiary of CONSOL Energy
promptly thereafter.  In the subsequent merger, the remaining CNX
Gas public stockholders will be entitled to receive the same
consideration as is paid in the exchange offer.  Under Delaware
law, appraisal rights will also be available to the former
stockholders of CNX Gas as a result of the merger.  CONSOL
Energy does not intend to take any retributive action should its
exchange offer be unsuccessful.

"We have always believed that a diversified energy portfolio of
coal and gas, which combined account for two-thirds of fuel for
U.S. electricity generation, is a winning combination," said J.
Brett Harvey, president and chief executive officer.  "The
acquisition of the remaining outstanding shares of CNX Gas will
give us the greatest flexibility in the access, allocation and
utilization of our capital in growing that diversified
portfolio."

Mr. Harvey said a number of factors have changed since CNX Gas
went public.  "Two years ago, financial markets did not
understand or properly value the gas assets and operations of
CONSOL Energy," he said.  "In the two years since we
established CNX Gas as a public company, its visibility and
transparency have improved, and financial markets appear to
have a greater appreciation for its value, as evidenced by
the significant growth in the market value of CNX Gas."

Mr. Harvey went on to explain that as the majority owner of CNX
Gas, CONSOL Energy had to make a decision regarding the gas
company's future.  CONSOL Energy concluded that it has no
interest in selling or otherwise divesting itself of the shares
of CNX Gas that it currently owns.  "We chose to stick to our
strategy of energy asset diversification, and hence to offer to
re-acquire the remaining shares of the gas company."

Mr. Harvey also said that energy markets over the next ten
years will be affected increasingly by public policy issues,
both in the United States and globally.  "It is becoming
increasingly apparent," he said, "that carbon constraints will
become a part of energy regulation in the United States.  Such
constraints pose challenges for all fossil fuels, but would
affect gas to a lesser extent than coal or petroleum."

Mr. Harvey said neither the United States nor the world will
turn its back on coal because the energy produced from coal
is vital to raising the prosperity of people around the
world.  "But substantially reducing carbon dioxide emissions
produced when coal is consumed will become an essential
predicate to its continued use," he argued.  "From the CONSOL
Energy stockholders' perspective, increasing the portion of
gas in our energy portfolio is a prudent step to manage the
risk associated with carbon controls, because with its lower
emissions, gas will become more valuable in the near term."

Mr. Harvey added, however, that CONSOL Energy expects its coal
portfolio to perform well during the transition period when
the impacts of carbon constraints begin to be felt.  "Coal will
not be eliminated from the U.S. energy mix because we need the
energy," he said.  "But there could be some winnowing of coal
producers if carbon constraints shrink the market for coal in
the short run.  Most of our major mining operations are well
capitalized and have a substantial reserve base.  Existing coal
mines with that type of profile will do very well."

Mr. Harvey said the integration of CNX Gas into CONSOL Energy is
expected to result in cost savings and certain business synergies.  
"We expect there to be a significant reduction in administrative
costs, particularly those imposed on any public enterprise for
compliance and reporting," he said.

Mr. Harvey said CONSOL Energy is in the process of preparing the
necessary documentation to file its exchange offer and related
documentation with the Securities and Exchange Commission.  "We
intend to launch our offer in the coming days and expect to
complete this transaction in the first half of 2008," he
concluded.

                          About CNX Gas

CNX GAS CORPORATION is an independent natural gas exploration,
development, production and gathering company operating in the
Appalachian and Illinois basins of the United States.  CONSOL
Energy currently owns approximately 81.7 percent of the
approximately 151 million shares of CNX Gas common stock
outstanding.

                     About CONSOL Energy Inc.

CONSOL Energy Inc. (NYSE: CNX) -- http://www.consolenergy.com/--
a high-Btu bituminous coal and coal bed methane company, is a
member of the Standard & Poor's 500 Equity Index and has annual
revenues of $3.7 billion.  It has 17 bituminous coal mining
complexes in six states and reports proven and probable coal
reserves of 4.5 billion tons.  

                           *     *     *

CONSOL Energy Inc. continues to carry Moody's "Ba2" probability
of default and long-term corporate family ratings with a stable
outlook.

In addition, the company carries Standard & Poor's "BB" long-
term local and foreign issuer credit ratings.


CRII LLC: Section 341(a) Meeting Scheduled for February 26
----------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of CRII
LLC's creditors on Feb. 26, 2008, at 2:00 p.m., at the U.S.
Trustee Meeting, 230 North First Avenue, Suite 102, in Phoenix,
Arizona.

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

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

Glendale, Arizona-based C.R.I.I., LLC filed for Chapter 11
protection on Jan. 7, 2008 (Bankr. D. Ariz. Case No. 08-00135).  
Allan D. Newdelman, Esq. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $25,000,081 and total
debts of $19,052,507.


CRII LLC: Wants to Hire Allan NewDelman as Bankruptcy Counsel
-------------------------------------------------------------
CRII LLC seeks permission from the U.S. Bankruptcy Court for the
District of Arizona to employ Allan D. NewDelman, P.C. as its
bankruptcy counsel.

Allan NewDelman will:

   a) give the Debtor legal advice with respect to all matters
      related in the case;

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

   c) perform all other legal services for the Debtor which may be
      necessary and appropriate in its bankruptcy case.

Documents submitted to the Court did not disclose the firm's
hourly legal fees.

Allan D. NewDelman, Esq. assures the Court that he and his firm do
not represent any adverse interest to the Debtor or its estates.

Glendale, Arizona-based C.R.I.I., LLC filed for Chapter 11
protection on Jan. 7, 2008 (Bankr. D. Ariz. Case No. 08-00135).  
Allan D. Newdelman, Esq. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $25,000,081 and total
debts of $19,052,507.


CSFB HOME: Moody's Downgrades Ratings on 58 Tranches
----------------------------------------------------
Moody's Investors Service has downgraded ratings of fifty eight
tranches issued by CSFB Home Equity Asset Trust in 2004.  The
collateral backing each deal downgraded consists primarily of
first-lien, subprime fixed and adjustable rate mortgage loans.  
The pool factor of these deals range from 11% to 18%.

The actions are based on the analysis of the current credit
enhancement levels provided by excess spread,
overcollateralization, and subordinate classes relative to the
expected loss.  Each deal being downgraded has experienced an
increasing rate of severely delinquent loans.  
Overcollateralization is below its targeted level in all but two
deals, due to losses.  In general, losses coupled with stepdown
have caused protection available to the subordinate bonds to be
diminished.

Complete rating action is as:

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-1

  -- Cl. M-1, downgraded from Aa2 to A1
  -- Cl. M-2, downgraded from A2 to Baa3
  -- Cl. M-3, downgraded from A3 to Ba1
  -- Cl. B-1, downgraded from Baa3 to B1
  -- Cl. B-2, downgraded from Ba2 to Caa2
  -- Cl. B-3, downgraded from B3 to Ca

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-2

  -- Cl. M-1, downgraded from Aa2 to A1
  -- Cl. M-2, downgraded from A2 to Baa2
  -- Cl. M-3, downgraded from A3 to Baa3
  -- Cl. B-1, downgraded from Baa3 to Ba3
  -- Cl. B-2, downgraded from Ba2 to Caa1
  -- Cl. B-3, downgraded from B3 to Ca

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-3

  -- Cl. M-1, downgraded from Aa2 to A1
  -- Cl. M-2, downgraded from A2 to Baa3
  -- Cl. M-3, downgraded from A3 to Ba2
  -- Cl. B-1, downgraded from Baa3 to B3
  -- Cl. B-2, downgraded from Ba2 to Caa3
  -- Cl. B-3, downgraded from B1 to Ca

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-4

  -- Cl. M-2, downgraded from Aa2 to A1
  -- Cl. M-3, downgraded from Aa3 to A2
  -- Cl. M-4, downgraded from A1 to Baa1
  -- Cl. M-5, downgraded from A2 to Baa2
  -- Cl. M-6, downgraded from A3 to Ba1
  -- Cl. B-1, downgraded from Baa3 to Ba3
  -- Cl. B-2, downgraded from Ba2 to Caa1
  -- Cl. B-3, downgraded from Ba3 to Ca

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-5

  -- Cl. M-2, downgraded from Aa2 to A1
  -- Cl. M-3, downgraded from Aa3 to A3
  -- Cl. M-4, downgraded from A1 to Baa2
  -- Cl. M-5, downgraded from A2 to Baa3
  -- Cl. M-6, downgraded from A3 to Ba3
  -- Cl. B-1, downgraded from Baa3 to B2
  -- Cl. B-2, downgraded from Ba2 to Caa3
  -- Cl. B-3, downgraded from Ba3 to Ca

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-6

  -- Cl. M-2, downgraded from Aa2 to A1
  -- Cl. M-3, downgraded from Aa3 to A2
  -- Cl. M-4, downgraded from A1 to Baa1
  -- Cl. M-5, downgraded from A2 to Baa2
  -- Cl. M-6, downgraded from A3 to Baa3
  -- Cl. B-1, downgraded from Baa1 to Ba3
  -- Cl. B-2, downgraded from Ba1 to B3
  -- Cl. B-3, downgraded from Ba2 to Caa3

Issuer: Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-7

  -- Cl. M-2, downgraded from Aa2 to A1
  -- Cl. M-3, downgraded from Aa3 to A2
  -- Cl. M-4, downgraded from A1 to Baa1
  -- Cl. M-5, downgraded from A2 to Baa2
  -- Cl. M-6, downgraded from A3 to Ba1
  -- Cl. B-1, downgraded from Baa1 to Ba3
  -- Cl. B-2, downgraded from Ba1 to B3
  -- Cl. B-3, downgraded from Ba2 to Caa3

Issuer: CSFB Home Equity Pass-Through Certificates, Series 2004-8

  -- Cl. M-2, downgraded from Aa2 to A1
  -- Cl. M-3, downgraded from Aa3 to A3
  -- Cl. M-4, downgraded from A1 to Baa2
  -- Cl. M-5, downgraded from A2 to Baa3
  -- Cl. M-6, downgraded from A3 to Ba1
  -- Cl. B-1, downgraded from Baa1 to B1
  -- Cl. B-2, downgraded from Ba1 to Caa1
  -- Cl. B-3, downgraded from Ba2 to Caa3


CWABS INC: Moody's Junks Ratings on Six Certificate Classes
-----------------------------------------------------------
Moody's Investors Service has downgraded or placed on review for
downgrade thirteen certificates from four deals issued by CWABS
Asset-Backed Certificates Trust.

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  All four transactions are backed
by first-lien fixed and adjustable rate subprime mortgage loans
and have pool factors ranging from 4% to 12%.  Each deal has
stepped down, and all the downgraded securities listed below have
been partially paid down.

The complete rating actions are:

Issuer: CWABS, Inc. Asset-Backed Certificates, Series 2002-4

  -- Cl.  M-1, Downgraded to A2 from Aa2
  -- Cl.  M-2, Downgraded to B2 from A2
  -- Cl.  B-1, Downgraded to Caa3 from Baa2
  -- Cl.  B-2, Downgraded to C from Baa3

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2002-BC3

  -- Cl.  M-2, Downgraded to Baa3 from Baa1
  -- Cl.  B-1, Downgraded to Caa2 from B3

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2003-BC2

  -- Cl.  M-1, Placed on Review for Possible Downgrade,
     currently Aa2

  -- Cl.  M-2, Downgraded to Ba2 from A2
  -- Cl.  M-3, Downgraded to Caa2 from Ba2
  -- Cl.  B-1, Downgraded to C from Ba3

Issuer: CWABS, Inc., Asset-Backed Certificates, Series 2003-BC6

  -- Cl.  M-4, Downgraded to Baa1 from A2
  -- Cl.  M-5, Downgraded to B1 from Ba1
  -- Cl.  B, Downgraded to Ca from Ba3


DELTA AIR: Merger Talks with Northwest Hit Snag, Source Says
------------------------------------------------------------
The ongoing merger talks between Delta Air Lines Inc. and
Northwest Airlines Corp. have stalled over a disagreement with
respect the roles of Northwest CEO Doug Steenland and Delta CEO
Richard Anderson, an unnamed source familiar with the negotiations
disclosed, reports The Atlanta Journal-Constitution.

In a merged company, as is practiced in many deals, the CEO of
one company keeps his role as CEO while the other CEO is named
non-executive chairman.

Industry analysts and insiders have presumed that Mr. Anderson
wants to be chief executive while Mr. Steenland wants to be
chairman.

However, the paper says, this power-sharing structure could
present problems due to the personal histories of the two
executives.

Mr. Anderson was Mr. Steenland's boss while Mr. Anderson was
serving as Northwest's CEO in the 1990s.  Accordingly, Mr.
Anderson may not be too eager to have Mr. Steenland step in as
chairman of the board, as this would give Mr. Steenland  
significant power.

The source said there has been little evidence of active
discussions between Delta and UAL Corp.

                Commencement of Merger Negotiations

As reported in the Troubled Company Reporter on Jan. 22, 2008
Delta Air obtained approval from its board of directors on Jan.
11, 2007, to engage in formal merger talks with both Northwest
Airlines and UAL.

Delta, which is in the early stages of discussions with
both Northwest and UAL, hopes to reach an agreement with one of
them over the next two weeks.

Delta is anticipating a deal announcement as early as mid-
February following Delta's board meeting scheduled early in the
month.

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.  The
company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on
April 30, 2007.  The Court entered a final decree closing 17
cases on Sept. 26, 2007.

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $32.7 billion and total liabilities of $23 billion,
resulting in a $9.7 billion stockholders' equity.  At Dec. 31,
2006, deficit was $13.5 billion.

(Delta Air Lines Bankruptcy News, Issue No. 88; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000).

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Standard and Poor's said that media reports that Delta Air Lines
Inc. (B/Positive/--) entered into merger talks with UAL Corp.
(B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) will
have no effect on the ratings or outlook on Delta, but that
confirmed merger negotiations would result in S&P's placing
ratings of Delta and other airlines involved on CreditWatch, most
likely with developing or negative implications.


DELTA PETROLEUM: Special Stockholders Meeting Set for Feb. 19
-------------------------------------------------------------
Delta Petroleum Corporation has scheduled a special meeting of its
stockholders to be held at its offices in Denver, Colorado at
10:00 a.m. Mountain Time on Feb. 19, 2008.  The purpose of the
meeting will be to vote on the transaction with Tracinda
Corporation.  Proxy materials were mailed to stockholders on Jan.
29, 2008.

The company also amended its agreement with Tracinda to allow for
a two- week extension to Tracinda's 30-day due diligence
period.  The due diligence period will conclude on Feb. 11, 2008.  

The extension of the due diligence period is not expected to delay
the closing of the transaction.

                   About Tracinda Corporation

Tracinda is a privately held Nevada corporation wholly owned by
Kirk Kerkorian.  Tracinda's principal business is buying, selling
and holding selected equity securities.  Mr. Kerkorian has served
as chief executive officer, president and sole director and
stockholder of Tracinda for more than the past five years.

                About Delta Petroleum Corporation

Headquartered in Denver, Colorado, Delta Petroleum Corporation
(NASDAQ: DPTR) -- http://www.deltapetro.com/-- is an oil and gas  
exploration and development company.  The company's core areas of
operations are the Gulf Coast and Rocky Mountain Regions, which
comprise the majority of its proved reserves, production and long-
term growth prospects.

                          *     *     *

In September 2006, Moody's Investor Services placed Delta
Petroleum Corp.'s probability of default rating at 'Caa1'.

In March 2005, Standard & Poor's assigned a 'B-' rating on the
company's long term foreign and local issuer credit.

Both ratings still hold to date.


DURA AUTOMOTIVE: Wants To Sell 9 Properties to IRG for $19.2 Mil.
-----------------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Delaware to sell to Industrial Realty Group, LLC, real property
located at:

    -- 9444 Florida Mining Boulevard East, Jacksonville, Florida
       32257,

    -- 617 Douro Street, Stratford, Ontario, Canada,

    -- 322 East Bridge Street, Brownstown, Indiana,

    -- 800 North College Street, Fulton, Kentucky,

    -- 132 Ferro Road, Pikeville, Tennessee,

    -- 1775 East U,S, 20, LaGrange, Indiana,

    -- 5 Industrial Loop, Hannibal, Missouri,

    -- 345 Ecclestone Road, Bracebridge, Ontario, Canada, and

    -- 445 Helm Street, Brookfield, Missouri,

Dura Operating Corp. and its affiliates seek to sell the Property
Portfolio to IRG free and clear of all liens, claims,
encumbrances, and other interests.

The Debtors also seek the Court's permission to pay broker fees
in connection with the Sale.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that over a period of three
years, each of the properties in the Property Portfolio was
individually marketed by the Debtors and Colliers International,
the Debtors' exclusive real estate broker for the properties,
including listing on national multi-listing sites, municipal and
regional economic development Web sites, and through direct
canvassing by local brokers of local businesses, investors and
developers within a radius of approximately 100 miles of each
property.

Starting May 2007, the Debtors and Colliers International
marketed the Property Portfolio as a whole to certain developers
and investors who had previously expressed interest in purchasing
similar rural industrial properties.  IRG was one of the parties
contacted by Colliers International, on the Debtors' behalf, and
was the only party to submit an offer for the Property Portfolio

Between August and December 2007, the Debtors conducted arm's-
length negotiations with IRG.  As a result of the negotiations,
IRG agreed to material improvements in the lease terms under the
purchase and sale agreements, resulting in an additional benefit
to the Debtors' estates of approximately $900,000.

IRG submitted a written offer on Sept. 7, 2007.  When DSN
Holdings, Inc., the original purchaser of the Jacksonville
Property, determined not to proceed to closing, the Debtors
offered to sell the property to IRG for the same purchase price
of $8,400,000 and on substantially similar terms.

The Debtors believe the purchase price offered by IRG for the
Property Portfolio is both fair and favorable to their estates
based on:

   (a) appraisal information provided by Gordon Schreur,
       director of AlixPartners, LLP;

   (b) the willingness of IRG to lease certain of the facilities
       to the Debtors on a short-term basis at a competitive rate
       to the Debtors while the Debtors wind down remaining
       operations at those locations; and

   (c) the fact that IRG is willing to purchase all of the
       properties in a single transaction, which will reduce the
       costs associated with selling the Property Portfolio.

The material terms of the Purchase and Sale Agreements signed by
the parties are:

    Term                Description
    ----                -----------
    Purchase Price      $19,200,000 -- $8,400,000 for the
                        Jacksonville Property, and $10,800,000
                        for the remainder of the Property
                        Portfolio.

    Escrow Deposit      $100,000 for the Jacksonville Property,
                        and $300,000 for the remainder of the
                        Property Portfolio.

    Seller              Customary representations and warranties
    Representations     for an "as is" sale.
    and Warranties
                              
    Inspection Period   45 days.

    Purchaser's         Satisfactory completion of due diligence.
    Conditions
    Precedent to
    Closing

    Mutual Conditions   Entry of Bankruptcy Court order approving
    Precedent to        Sale.
    Closing
                            
    Timing of Closing   30 days after the end of the inspection
                        period.

    Interim             Short-term leases of property at 800
    Short-Term Leases   North College Street, Fulton, Kentucky,
                        322 East Bridge Street, Brownstown,
                        Indiana, and Jacksonville Property.

                     About DURA Automotive

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.  
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Jacksonville Property Buyer Withdraws Offer
------------------------------------------------------------
Dura Automotive Systems Inc. and its debtor-affiliates have
withdrawn their request to sell property located at 9444 Florida
Mining Boulevard East, in Jacksonville, Florida, to DSN Holdings,
Inc.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that DSN determined not to
proceed to closing.

The Debtors now intend to sell the Jacksonville Property at the
same purchase price of $8,400,000 to Industrial Realty Group,
LLC.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and Korea.  
It has locations in Europe and Latin-America, particularly in
Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.  As of
July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 44; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EL POLLO: Moody's Confirms B3 Corp. Family Rating w/ Neg. Outlook
-----------------------------------------------------------------
Moody's Investors Service confirmed El Pollo Loco, Inc.'s
corporate family rating of B3, as well as the Ba3 rating on El
Pollo's senior credit facilities and Caa1 rating on the company's
senior unsecured notes.  The speculative grade liquidity rating
remains as SGL-4 and the rating outlook is negative.  The rating
action concludes the review for downgrade initiated on Dec. 5,
2007.

This confirmation follows Moody's last rating action when El
Pollo's ratings were placed on review for downgrade in December
2007, which was prompted by concerns on the company's liquidity
primarily stemming from an unfavorable judgment entered in a
trademark dispute against the company.

The rating action reflects El Pollo's recently improved liquidity
primarily because of a cash infusion from a new equity investor as
well as its success in posting a bond for appealing against the
judgment.

The company was able to post the required bond and hence, appeal
the court's verdict.  The bond of approximately
$24 million was fully collateralized by letters of credit, a large
portion of which was issued by El Pollo's financial sponsor,
Trimaran Fund II, LLC, on the company's behalf.  Further, in late
December 2007, a third-party private equity firm made a $45
million equity investment in exchange of common stock at El
Pollo's indirect parent company, which could provide additional
liquidity to the company.  The company intends to accelerate its
national store expansion by using some of the proceeds, majority
of which was located at El Pollo's non-guarantor parent company as
of Dec. 26, 2007.

The negative outlook incorporates challenges El Pollo may face in
the coming 12-18 months considering the difficult operating
environment for restaurant operators especially in California, El
Pollo's home state, which range from stagnant consumer spending
and higher commodity prices and labor costs.

"The negative outlook also reflects the company's still weak
liquidity, largely due to the relatively large amount of the
potential payment arising from a final non-appealable judgment and
the tightening financial covenants under its credit agreement,"
stated Moody's analyst John Zhao.

Moody's said that the payment upon a final unfavorable judgment
could be substantial compared to the company's cash flow
generation and the timing is unpredictable.  Additionally, the
final judgment exceeding a certain threshold amount could lead to
a technical default under both the bank agreement and the bond
indenture should it remained unsatisfied in a specified time
frame.

Further, the financial covenants remain tight, in particular, the
total leverage covenant which will step down by a half turn to
4.5x in the fourth quarter of 2008.

"Per our estimate, the company may need to obtain a waiver or
relief from its bank or to prepay a sizable amount of debt to stay
in compliance absent a significant improvement in operating cash
flow in the next few quarters, which Moody's views as unlikely at
this time," added Zhao.

These ratings are confirmed:

  -- B3 Corporate family rating,

  -- B3 Probability of default rating

  -- Ba3 for the $104.5 million senior secured term loan B
     maturing in 2011,

  -- Ba3 for the $25 million senior secured revolver maturing
     in 2010,

  -- Caa1 for the $123.4 million senior unsecured notes
     maturing in 2013.

LGD Rating/Assessment revised:

  -- LGD rating on the senior credit facilities to LGD2, 17%
     from LGD2 18%;

  -- LGD rating on the senior unsecured notes to LGD4, 69% from
     LGD5 71%.

Rating outlook: Negative

El Pollo Loco Inc, headquartered in Irvine, California, is a
quick-service restaurant chain specializing in flame-grilled
chicken and other Mexican-inspired entrees. The company operates
or franchises approximately 341 restaurants primarily around Los
Angeles and throughout Southwestern US, and generated total
revenues of approximately $260 million in FY2006.


ENRON CORP: Citigroup Seeks Summary Judgment on Claims
------------------------------------------------------
Citigroup Inc., Citibank, N.A. Citigroup Global Markets Inc.,
Citicorp North America, Inc., Citigroup Financial Products, Inc.,
CXC LLC, Corporate Asset Funding Company, LLC, Corporate
Receivables Corporation, LLC, and Citigroup Global Markets Ltd.,
ask the U.S. Bankruptcy Court for the Southern District of New
York to grant summary judgment on all of Enron Corp. and its
debtor-affiliates' intentional and constructive fraudulent
conveyance claims and certain preferential transfer claims.

Citigroup says the Debtors' attempt to avoid 81 transfers, worth
$3,000,000,000, does not provide a coherent basis for avoidance.
The Debtors cannot "bootstrap" the allegations it made with
respect to the common law claims to underpine these avoidance
claims, because these allegations do not support their claim that
it engaged in the 81 transfers with the actual intent to hinder,
delay or defraud their creditors, Stephen J. Shimshak, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York.,
argues, on Citigroup's behalf.

According to Mr. Shimshak, the Debtors cannot escape the fact
that in every instance involving the Citigroup loans, "Enron got
the money, Enron used the money, and Enron repaid the money" and,
as dollar-for-dollar exchanges, did not diminish their estate in
any way.  In addition, the Debtors have not uncovered any fact in
discovery, or put forward any expert report, to support its
claims of receiving less than fair consideration or reasonably
equivalent value from those loans.

Mr. Shimshak further contends that 31 of the transfers -
aggregating approximately $1,000,000,000 -- which the Debtors
challenge as constructively fraudulent or preferential involve
swap payments.  Section 546(g) of the Bankruptcy Code, also known
as the "safe harbor" provision, protects those payments, which
took place before the Debtors' bankruptcy filing.

Mr. Shimshak relates that the parties used standardized swap
agreement forms, with payment by or to Enron and Citigroup, and
the parties acted in conformity with the terms of those swap
agreements.

Finally, Mr. Shimshak maintains that the statutory "new value"
defense, involving the transfer of new value to the Debtors on an
unsecured basis following Citigroup's alleged receipt of
preferential transfers, shelters over $17,000,000 of otherwise
preferential transfers from the Debtors to Citibank, N.A.

                        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: Court Okays Stipulation with Avaya
----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation between Enron Creditors Recovery Corp., and
Avaya, Inc.

In November 2003, Enron Creditors Recovery Corp., formerly known
as Enron Corp., and its affiliated entities, filed a complaint
against Avaya, Inc., seeking the recovery of $3,535,397 in
preferential payments or fraudulent transfers.  Avaya filed its
answer in January 2005.

To avoid costs, uncertainty, and delay of litigation, the parties
have reached a consensual compromise and settlement of all the
disputes concerning the adversary proceeding.

Under the stipulation:

   (a) Avaya will pay $700,000 in cash to Enron.

   (b) Enron's complaint against Avaya will be dismissed, with
       prejudice, pursuant to Rule 7041(a)(1) of the Federal
       Rules of Bankruptcy Procedure.

   (c) Each party will bear their own costs and expenses.

   (d) Avaya waives all claims against Enron.

   (e) The parties exchange mutual releases from all liabilities
       and causes of action.

                        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 and 201; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


FIRST MAGNUS: Hughes Dev't Wins Bid for $5.25MM Construction Loans
------------------------------------------------------------------
First Magnus Financial Corporation can sell 39 construction loans
to Hughes Development for $5,250,000, following a ruling issued by
the Hon. James M. Marlar of the U.S. Bankruptcy Court for the
District of Arizona approving the proposed sale.

Hughes Development, an Arizona-based homebuilder, topped a
$4,600,000 stalking horse bid from Summit Investment Management
LLC, at a bankruptcy court-supervised auction held on Jan. 4,
2008.

The Court permitted the Debtor to sell the loans free and clear
of claims and interests.  The Court denied, however, the request
to reimburse Summit Investment for the expenses it incurred in
connection with the sale.  In addition, Bourn Partners, the real
estate broker, will not receive a 3% commission on the deal.

The Associated Press reported that Summit Investment is not
entitled to a break-up fee for setting a floor price on the
loans.

All objections to the sale transaction were overruled by the
Court, including those filed by the Washington State Attorney
General, and the Texas Comptroller of Public Accounts.  

Both parties objected to the Debtor's request for exemption under
Section 1146(a) of the Bankruptcy Code, saying that it cannot be
granted since the Debtor does not have a confirmed plan in place.  
The Debtor withdrew the request, however, in light of the absence
of stamp and other transfer taxes that can be imposed on the sale
transaction under Arizona law.

The Court also rejected requests by the loan borrowers, ending
their bid to either deed the properties or purchase their own
notes at the opening bid price.

             WaMu Supports Sale to Summit Investment

As reported in the Troubled Company Reporter on Jan. 9, 2008,
First Magnus and Washington Mutual Bank entered into a stipulation
to facilitate the sale of construction loans to Summit Investment
Management LLC.

The Debtor previously obtained the Court's approval to sell about
40 construction loans with an aggregated commitment amount of
$22,432,783, and total unfunded commitment of $5,693,933.

A list of the loans is available for free at:

               http://ResearchArchives.com/t/s?2699

                        About First Magnus

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

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

The Debtor's exclusive period to file a plan expired on Dec. 19,
2007.  The confirmation hearing on the Debtor's liquidation plan
will commence on Feb. 7, 2008.

(First Magnus Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).


FIRST MAGNUS: UBS Real Estate Wants to Vote on Liquidation Plan
---------------------------------------------------------------
UBS Real Estate Securities Inc., asks the U.S. Bankruptcy Court
for the District of Arizona to virtually allow its claim for
voting purposes with respect to First Magnus Financial
Corporation's Chapter 11 Plan of Liquidation.

"[UBS] intends to vote its claim based upon the $20,000,000
estimate contained in its proof of claim," says Kasey C. Nye,
Esq., at Quarles & Brady LLP, in Tucson, Arizona.  He adds that
UBS wants to ensure that its vote is counted and given
appropriate weight under Section 1126 of the Bankruptcy Code
although the Debtor has not objected to its claim.  

According to Mr. Nye, the claim is unliquidated since it is based
on breaches by the Debtor of its obligations to UBS.

                        About First Magnus

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

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

The Debtor's exclusive period to file a plan expired on Dec. 19,
2007.  The confirmation hearing on the Debtor's liquidation plan
will commence on Feb. 7, 2008.

(First Magnus Bankruptcy News, Issue No. 17; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


FLEETWOOD ENT: Weak Performance Prompts Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating of
Fleetwood Enterprises, Inc. to Caa1 from B3; Moody's also lowered
the rating of the company's $160 million of trust preferred
securities to Caa3 LGD5, 86 from Caa2 LGD5, 86.  The rating
outlook is negative and the probability of default is Caa1.

The downgrade and negative outlook reflect the risk that
Fleetwood's already weak operating performance, cash generation
and credit metrics could be further stressed by the downturn in
the US economy.  Although the company has made notable progress in
disposing non-core businesses, reducing capacity, and lowering its
fixed cost structure, the benefits of these initiatives have not
fully offset weaker overall demand in the recreational vehicle and
manufactured housing sectors.  These market pressures are likely
to increase due to the slowdown in the US economy and a
contraction in the availability of credit to support retail
purchases of RVs and manufactured housing.  Moreover, despite an
adequate near-term liquidity profile, Fleetwood faces the
challenge of reestablishing a business model that can generate
positive earnings and cash flow.  The company's recent reliance on
asset sales and equity infusions to fund operating losses and
negative cash flow is not a sustainable business model.

As of the second quarter ended October 31, Fleetwood's near-term
liquidity was supported by $72 million in availability under a
committed credit facility, and $72 million of cash and securities.  
In addition the company continues to make progress in disposing of
idled property; the company anticipates net proceeds from these
sales will approximate $50 to $70 million by December 2008.  This
liquidity profile should be adequate to fund the company's primary
liquidity requirements during the coming twelve months.  This will
include funding any working capital and operating cash flow
requirements.  For the LTM through Oct. 31, 2007, these
requirements approximated $30 million, but could decline during
the coming year due to successful cost restructuring initiatives
and the lack of sizable one-time severance costs incurred during
the past year.

Fleetwood must also contend with the likely December 15 put of its
$100 million in convertible senior subordinated debentures.  
Fleetwood, at its option, can elect to pay the repurchase price in
common stock, cash or a combination thereof.  The company's stated
preference is to repay the debentures with proceeds from the sale
of property and cash on hand.  Moody's believes that Fleetwood's
ability to satisfy a material portion of the put with cash, rather
than stock, is an important financial consideration.  To the
extent that the company must rely more heavily on the issuance of
shares to satisfy the put, there will be greater equity dilution
and consequently greater pressure on the stock price.  Satisfying
the put with a greater weighting toward cash as opposed to shares
would help avoid potentially significant pressure on the share
price.

Fleetwood's liquidity resources of $72 million in cash and
$72 million in availability under its credit facility --
supplemented by continued success of the property disposition
initiatives -- should enable the company to adequately fund its
operating requirements and a sizable cash component for the $100
million put in December.

Factors that would contribute to further pressure on the rating
include: 1) any delay in executing the planned asset sales; 2) the
failure to build a cash position large enough to satisfy the
majority of the funding requirements for the $100 million
debenture put in December; or 3) the lack of strong free cash
generation during the fourth quarter ending April 2008.  The
company's third quarter (ending January) is typically its
seasonally weakest cash flow period (characterized by a sizable
negative cash flow), with positive cash generated during the
fourth quarter.

Fleetwood Enterprises Inc., headquartered in Riverside,
California, is one of the nation's leading producers of both
recreational vehicles and manufactured housing.


FLEXTRONICS INTERNATIONAL: Completes Acquisition of Avail
---------------------------------------------------------
Flextronics International Ltd. has completed its acquisition of
Avail Medical Products Inc., a privately-held, market leader in
manufacturing disposable medical devices.

As a division of the Flextronics Medical segment, Avail will
continue to operate as a stand-alone business.  Flextronics
Medical segment is one of the fastest growing Flextronics
segments focused on providing outsourced design, manufacturing
and logistics services to the medical device and equipment
marketplace, including consumer diagnostic devices, lab and life
science equipment, imaging and patient monitoring equipment,
hospital beds, and drug delivery devices.  With the combination
of continued strong organic growth and the acquisition of Avail,
Flextronics Medical expects to generate $850-$950 million in
revenue in the fiscal year ending March 31, 2009, which represents
a year-over-year expected growth rate of 90%.

"The acquisition of Avail expands our existing global design and
manufacturing capabilities creating a more robust and competitive
offering that now includes a wide range of disposable medical
devices such as catheters, wound management and drug delivery
devices.  The addition of Avail establishes Flextronics as a
leading supplier and partner for the medical industry," said Dan
Croteau, president, Flextronics Medical.  "This is a highly
strategic acquisition for Flextronics and I am pleased to welcome
the talented Avail staff to our organization."

                        About Flextronics

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

                          *     *     *

Flextronics International Ltd. continues to carry Moody's
"Ba1" probability of default and long-term corporate family
ratings with a negative outlook.  

The company also carries Standard & Poor's "BB+" long-term
local and foreign issuer credit ratings with a negative
outlook.


FORBES ENERGY: Moody's Assigns B2 Ratings with Stable Outlook
-------------------------------------------------------------
Moody's Investors Service assigned Forbes Energy Services LLC a B2
corporate family rating and probability of default rating.  In
addition, Moody's assigned a B2, LGD4 (54%) rating to Forbes
proposed offering of $200 million of senior secured notes.  The
outlook is stable.

"Forbes' relatively new fleet of workover rigs and four-year track
record of organic growth and strong returns are key factors that
support its B2 corporate family rating," commented Pete Speer,
Moody's Vice-President/Senior Analyst.  "The B2 rating also
encompasses our concerns regarding the company's relatively small
size and relies on management's stated intent of limiting future
capital spending to within operating cash flows."

The proceeds from the senior secured notes offering will be used
to refinance existing indebtedness and vendor financing for recent
capital expenditures, primarily purchases of workover rigs.  
Forbes expects to enter into a $20 million senior secured
revolving credit facility for working capital needs that will be
undrawn at closing and will have first lien priority on
substantially all of the company's assets.  The senior secured
notes will have second lien priority and under Moody's LGD
methodology the notes were not notched beneath the CFR due to the
relatively small size of the senior secured facility.  The ratings
are subject to a review of the final executed documents and could
be affected by changes in the ultimate amounts of senior secured
notes issued and the size of the revolving credit facility.

Forbes was formed in 2003 and has grown organically from two well
servicing rigs operating in South Texas to 108 well servicing rigs
operating from 18 locations across Texas.  The company provides
various well servicing and fluid logistics services.  Through new
equipment and competitive pricing the company has been able to
take advantage of a period of growing sector demand.  In addition,
management believes that their new rigs have allowed them to take
market share from market leaders such as Key Energy Services
(rated Ba3), Nabors Industries (rated A3) and Basic Energy
Services (rated Ba3).

The B2 rating also reflects Forbes small scale in comparison to
those well servicing market leaders, who have marketable rigs
ranging from just under 400 for Basic to nearly 900 for Key. While
the average age of Forbes' fleet is much younger than these
competitors, the market leaders also have much greater financial
resources to compete on pricing and generally provide a wider
range of services.  These competitors also have market positions
throughout North America, which allows them to better withstand
any regional changes in customer demand or additional equipment
supply being brought to market.  Forbes growth has coincided with
a very strong demand upcycle for oilfield services and it remains
to be seen how their competitive position holds up in a market
downturn.

Based on Sept. 30, 2007 LTM EBITDA and pro forma for the
$200 million notes offering, Debt/EBITDA is 3.1x.  Using the
company's fourth quarter 2007 forecast, Moody's estimates that
Debt/EBITDA would be in the 2.8x range.  While this leverage level
is comparable to the other B2 rated peers, it would be
uncomfortably high heading into a sector downturn.  Forbes'
management believes that the full run rate EBITDA for the rigs
they have added to date would reduce that leverage metric to the
2x range.

The stable outlook is based on the expectation of generally
supportive market conditions and that the company achieves its
forecasts for EBITDA growth and leverage reduction in 2008 and
keeps future capital spending within operating cash flows.

The $20 million senior secured revolver appears to provide
adequate liquidity for working capital purposes.  However, a
substantial weakening in market conditions could significantly
reduce Forbes' EBITDA and rapidly tighten liquidity which could
pressure the ratings.  If the company were to fund capital
expenditures with revolver borrowings or other debt funding and
increase their leverage, the outlook could be changed to negative
or the ratings downgraded.  Due to the company's size, ratings
upside is limited in the near term.  But if the company continues
to organically grow their asset base, EBITDA and geographic
diversification in an internally funded manner a positive outlook
or ratings upgrade is possible.

Forbes Energy Services is an oilfield services company based in
Alice, Texas.


FORBES ENERGY: Low Operating Leverage Cues S&P's 'B' Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating with a stable outlook to oilfield services company
Forbes Energy Services LLC.
     
At the same time, S&P assigned a 'B' senior secured rating and a
recovery rating of '3' to the company's proposed $200 million
senior secured notes due 2015.  The company will offer the notes
jointly with wholly owned subsidiary Forbes Energy Capital Inc.
(unrated).  Proceeds from the offering will be used to refinance
existing debt and to accelerate capital spending.

Pro forma for the offering, Houston, Texas-based Forbes should
have roughly $200 million of book debt.
     
"The rating on Forbes reflects the highly volatile nature of the
well-servicing industry, the company's small operational scale and
market diversification, and limited barriers to entry into Forbes'
markets, particularly for larger competitors," said Standard &
Poor's credit analyst Paul B. Harvey.
     
Ratings also reflect Forbes' young rig and truck fleet, low
operating leverage, and ability to substantially reduce capital
spending in a weak market.  Finally, although planned growth
spending will be aggressive, S&P expect capital expenditures to
remain within cash flows and cash on hand, supporting a somewhat
moderate capital structure and adequate liquidity in the near-to-
medium term.


GARY GERTLER: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gary Gertler
        9617 Eldwick Way
        Potomac, MD 20854

Bankruptcy Case No.: 08-11269

Chapter 11 Petition Date: January 29, 2008

Court: District of Maryland (Greenbelt)

Debtor's Counsel: Richard H. Gins, Esq.
                  The Law Office of Richard H. Gins, LLC
                  3 Bethesda Metro Center
                  Suite 530
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 718-8359

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Washington Mutual                                    $3,300,000
P.O. Box 78148
Phoenix, AZ 85062

National City Bank                                     $365,000
P.O. Box 1137
Brecksville, OH 44114

Indymac Bank                                           $187,000
P.O. Box 3038
Evansville, IN 47730

Mercedes Benz Financial                                 $52,000

American Express                                        $34,073

Chase                                                   $24,964

G.E. Card                                               $24,102

Suntrust Bank                                           $18,892

Bank of America                                         $17,840

Citi Cards                                              $16,911

AT&T Universal Card                                     $11,055


Diners Club                                              $6,600

Aronson & Company                                        $2,100


GLOBAL PAYMENT: Eisner LLP Expresses Going Concern Doubt
--------------------------------------------------------
New York-based Eisner LLP raised substantial doubt about the
ability of Global Payment Technologies Inc., to continue as a
going concern after it audited the company's financial statements
for the year ended Sept. 30, 2007.  The auditing firm pointed to
Global Payment's recurring losses and deficiencies in cash flows
from operations.

The company posted a net loss of $5,591,000 on net sales of
$11,602,000 for the year ended Sept. 30, 2007, as compared with a
net loss of $4,143,000 on net sales of $14,303,000 for fiscal year
2006.

At Sept. 30, 2007, the company's balance sheet showed $6,802,000
in total assets, $3,332,000 in total liabilities and $3,470,0000
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2786

                      About Global Payment

Headquartered in Bohemia, New York, Global Payment Technologies
Inc., (NasdaqCM: GPTX) -- http://www.gptx.com/-- designs,  
manufactures, and markets automated currency acceptance and
validation systems used to receive and authenticate currencies in
a variety of payment applications worldwide.


GOODMAN GLOBAL: Earns $43.1 Million in 2007 Third Quarter
---------------------------------------------------------
Goodman Global Inc. reported net income of $43.1 million in the
third quarter ended Sept. 30, 2007, a 34.0% increase, as compared
to net income of $32.2 million for the prior year's third quarter.

Net income for the third quarter of 2006 included, net of tax,
$204,000 of IPO-related expenses and a $1.6 million impact from
commodity derivatives that did not qualify for hedge accounting
treatment.  

Net income for the third quarter of 2007 increased 40.0% from the
prior year's third quarter adjusted net income of $30.8 million.  
The increase in net income was driven by higher sales volumes, the
prior year's price increase, the continued shift to higher-
efficiency products, improved productivity and lower interest
expense.  This was offset somewhat by increases in selling,
general and administrative costs and depreciation expense as well
as a higher tax rate.
  
Net sales of $565.5 million were 9.0% greater than the prior
year's third quarter net sales of $517.2 million.  Sales growth
included the benefits of increased volumes, a price increase in
late 2006 and the continued mix shift to higher-efficiency
products.  Unit sales increased across almost all major product
categories.

Commenting on the company's performance, Charles Carroll,
president and chief executive officer said, "Our sales growth has
once again been above the industry average and has set a new
record for quarterly results for Goodman.  We not only grew sales
in a very tough market, we also improved our margins and reduced
our working capital.  This performance is the result of the
continued expansion of our dealer network and distribution
channels and our commitment to continual design enhancements,
productivity and logistics efficiencies."

For the third quarter of 2007, the company reported EBITDA of
$94.2 million, a 27.0% increase from $74.4 million for the same
period in 2006.  EBITDA for the third quarter of 2007 increased
31.0 percent from the 2006 third quarter adjusted EBITDA of
$72.0 million.

The company concluded the quarter with net debt of $680.4 million,
a $192.5 million reduction from Sept. 30, 2006, net debt of
$872.9 million.  The decrease in net debt was primarily achieved
through strong earnings performance and working capital
improvements.

                    First Nine Months Results

Net sales for the first nine months of 2007 increased 8.0% to
$1.51 billion from net sales of $1.40 billion for the first nine
months of 2006.  The increase in net sales was driven by the
continued shift to higher efficiency products, the prior year's
price increases, and an increase in market share.

Net income for the first nine months of 2007 was $86.7 million,
compared with net income of $50.3 million for the first nine
months of 2006.  

For the first nine months of 2006, net income included, net of
tax, $13.1 million of IPO-related expenses and monitoring fees and
a $2.7 million impact from commodity derivatives that did not
qualify for hedge accounting treatment.  Net income for the first
nine months of 2007 increased 31.0% percent from an adjusted net
income of $66.0 million for the first nine months of 2006.

EBITDA for the first nine months of 2007 was $213.9 million and
EBITDA for the first nine months of 2006 was $160.4 million.    
EBITDA for the first nine months of 2007 increased $32.8 million,
or 18.0%, from the 2006 first nine months adjusted EBITDA of
$181.2 million.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$1.78 billion in total assets, $1.17 billion in total liabilities,
and $611.2 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2791

                       About Goodman Global

Headquartered in Houston, Texas, Goodman Global, Inc. (NYSE: GGL)
-- http://www.goodmanglobal.com/-- manufactures heating,  
ventilation and air conditioning products for residential and
light-commercial use.  Goodman's products are predominantly
marketed under the Goodman(R), Amana(R) and Quietflex(R) brand
names, and are sold through company-operated and independent
distribution networks with more than 850 distribution points
throughout North America.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Goodman Global Inc., the parent company of
Goodman Global Holdings Inc. (B+/Watch Neg/--).  The outlook is
stable.


GREATER FELLOWSHIP: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Greater Fellowship Ministries, Incorporated
        dba The Healing Center
        3885 Tchullahoma
        Memphis, TN 38118-5819

Bankruptcy Case No.: 08-20960

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: January 29, 2008

Court: Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: John R. Dunlap, Esq.
                  Farris Mathews Branan Bobango & Hellen
                  One Commerce Square, Suite 2000
                  40 South Main
                  Memphis, TN 38103
                  Tel: (901) 259-7100
                  Fax: (901) 259-7150

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  Less than $50,000

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


HARRAH'S ENTERTAINMENT: Completes Merger Deal with Hamlet
---------------------------------------------------------
Harrah's Entertainment Inc. says it has completed its merger
agreement with Hamlet Merger Inc., a Delaware corporation.

As a result of the merger, the issued and outstanding shares of
non-voting stock of Harrah's are owned by entities affiliated with
Apollo Management, L.P. and TPG Capital, L.P. (together with
certain co-investors and members of management) and the voting
stock of Harrah's is owned by Hamlet Holdings LLC, which is
controlled by individuals affiliated with Apollo Management, L.P.
and TPG Capital, L.P.  The merger was completed pursuant to the
Agreement and Plan of Merger dated as of Dec. 19, 2006, among
Hamlet Holdings LLC, Hamlet Merger Inc., and Harrah's
Entertainment Inc.  Harrah's stockholders approved the merger
and merger agreement at a special meeting held on Apr. 5, 2007.

As a result of the merger, Harrah's stock will cease to trade
on the New York Stock Exchange, the Chicago Stock Exchange and
the Philadelphia Stock Exchange.

Under the terms of the merger agreement, Harrah's stockholders
are entitled to receive $90.00 in cash for each share of
Harrah's common stock that they hold.  Mellon Investor Services
LLC, the paying agent will mail letters of transmittal to all
Harrah's stockholders of record with instructions on how to
deliver
their shares to the paying agent in exchange for payment of the
merger consideration to be distributed shortly after closing.

Stockholders of record should not surrender their stock
certificates until they have completed the letter of transmittal.
Stockholders who hold their shares in "street name" through a bank
or broker should contact their bank or broker to determine what
actions they must take to have their shares converted into cash,
as such conversions will be handled by the bank or broker.

                           About Apollo

Apollo was founded in 1990 and is among the most active and
successful private investment firms in the United States in
terms of both number of investment transactions completed and
aggregate dollars invested.  With current assets under management
of $41 billion, Apollo and affiliates have managed the investment
of more than $31 billion in equity capital, since inception, in a
wide variety of industries, both domestically and internationally.

                            About TPG

TPG is a private investment partnership that was founded in 1992
and currently has more than $35 billion of assets under
management.  Headquartered in Fort Worth, with offices in San
Francisco, London, Hong Kong, New York, Minneapolis, Melbourne,
Menlo Park, Mumbai, Shanghai, Singapore and Tokyo, TPG has
extensive experience with global public and private investments
executed through leveraged buyouts, recapitalizations, spinouts,
joint ventures and restructurings.  TPG seeks to invest in world-
class franchises across a range of industries.

                   About Harrah's Entertainment

Headquartered in Las Vegas, Nevada, Harrah's Entertainment
Inc.(NYSE: HET) -- http://www.harrahs.com/-- provides branded
casino entertainment.  Since its beginning in Reno, Nevada 70
years ago, Harrah's has grown through development of new
properties, expansions and acquisitions, and now owns or manages
casinos on four continents.  The company's properties operate
primarily under the Harrah's(R), Caesars(R) and Horseshoe(R) brand
names; Harrah's also owns the London Clubs International family of
casinos.

                          *     *     *

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


HH DISTRIBUTION: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: HH Distribution, LP
        100 Beecher Avenue
        Cheltenham, PA 19012

Bankruptcy Case No.: 08-10700

Chapter 11 Petition Date: January 29, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Paul J. Winterhalter, Esq.
                  Law Offices of Paul J. Winterhalter, P.C.
                  1717 Arch Street
                  Suite 4110
                  Philadelphia, PA 19103
                  Tel: (215) 564-4119
                  Fax: (215) 564-5597

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


IAC/INTERACTIVECORP: Refutes Liberty Media's "Preposterous" Claims
------------------------------------------------------------------
Barry Diller, chairman of IAC/InterActiveCorp., strongly denied
the allegations of its former business partner, John Malone at
Liberty Media Corporation, various reports say.

Mr. Diller called Mr. Malone's claims as "preposterous", a mere
display meant only to block IAC's plan to spin off into five
separate entities, according to the reports.

As reported in the Troubled Company Reporter on Jan. 29, 2008,  
Mr. Malone filed a case with the Court of Delaware seeking the
expulsion of seven members of IAC's board of directors, including
Mr. Diller.

Liberty Media's 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.  Liberty Media
asserts that the planned spin off will adversely affect its voting
power and stake in IAC.  Liberty Media said its 62% voting power
will drop to only about half once IAC successfully spins off its
units.

                        The Duel Continues

Mr. Diller, based on the reports, blasted Mr. Malone's request to
expel them from IAC's board by saying Liberty Media does not
control IAC.  According to Mr. Diller, "Liberty has now gone off
the deep end" with Mr. Malone's latest lawsuit, reports say.

In a statement, Mr. Diller expressed that IAC's board "continues
to work" for its shareholders, and will pursue with the highly
disputed spin off plan, reports relate.

Various analysts commented that the legal duel between Mr. Diller
and Mr. Malone will withhold IAC's spin off plan and thought that
the current situation will negatively affect stock prices, reports
reveal.

                        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.


INTELSAT LTD: Increased Leverage Cues Moody's to Cut CFR to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Intelsat Ltd.'s corporate
family rating by two notches to Caa1.  The company's speculative
grade liquidity rating was downgraded to SGL-3 from SGL-1.  The
rating action reflects the impact of increased leverage resulting
from an additional $5 billion in debt ($3.7 billion incremental)
that is being incurred to facilitate the purchase of Intelsat's
parent company's equity ownership by BC Partners, Silver Lake
Partners and certain other investors, and repay certain
outstanding indebtedness.  

Moody's expects the majority of the new debt to be issued at
Intelsat (Bermuda), Ltd., while Intelsat (Bermuda), Ltd.'s
existing assets and liabilities will be transferred to a newly
created holding company, Intelsat Jackson Holdings, Ltd.  
Following closing, the ratings agency expects all equity to be
owned by BC Partners, Silver Lake Partners, certain other
investors and management.

The defining factor in the company's credit profile is the
increased leverage resulting from debt financing facilitating the
ownership changes, and risks that the company will not be able to
grow its cash flow stream in order that all of its substantial
interest burden, capital expenditures and periodic cash income tax
obligations can be met from operating cash flow.  The future
opportunities to grow cash flow include increases to EBITDA, plus
permanent reductions in capital expenditures as the company
rationalizes its very large satellite constellation fleet.  In the
interim, Moody's anticipates a modest cash flow deficit.  However,
applicable bank credit agreements and trust indentures feature
relatively lax default triggers that may provide time before
creditors gain default rights.  

The company has available sources of external liquidity, including
the revolving credit facilities at Intelsat Corporation and
Intelsat Subsidiary Holding Co. Ltd.  For this reason, Moody's
rates Intelsat's liquidity arrangements as being adequate (SGL-3),
with the Caa1 CFR reflecting execution risks related to cash flow
growth including the potential that exogenous factors such as a
slowing global economy may retard necessary progress.

Since Intelsat issues debt from five legal entities, the rating
action also involved adjustments to ratings for several debt
instruments in other Intelsat entities.  At closing, the ratings
on notes that will be repaid in full will be withdrawn.  However,
the rating actions are based on assumptions incorporated in the
company's acquisition financing plan and on very preliminary
documentation.  Accordingly, there is the potential for minor
adjustments to the instrument ratings should the facts change.  
Ratings will be finalized in due course (the transaction is
tentatively scheduled to close on February 4).

Instrument rated:

Issuer: Intelsat Corporation

  -- Secured Bank Credit Facility, Rated B1 (LGD1 05)

  -- $150 million incremental Term Loan B-2 due January 3, 2014

Downgrades:

Issuer: Intelsat Corporation

  -- Senior Secured Bank Credit Facility, Downgraded to B1
     (LGD1 05) from Ba2 (LGD1 08)

   * Senior Secured Revolving Facility due July 5, 2012

   * $329 million Term Loan A-3 due July 5, 2012

   * $1,623 million Term Loan B-2 due January 3, 2014

  -- Senior Secured Regular Bond/Debenture, Downgraded to B1
     (LGD1 05) from Ba2 (LGD1 08)

   * $125 million 6.875% Senior Secured Notes due January 15,
     2028

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
     (LGD3 33) from B2 (LGD3 45)

   * $656 million 9% Senior Unsecured Notes due August 15, 2014

   * $575 million 9% Senior Unsecured Notes due June 15, 2016

Issuer: Intelsat Subsidiary Holding Co. Ltd.

  -- Senior Secured Bank Credit Facility, Downgraded to B1
     (LGD1 05) from Ba2 (LGD1 08)

   * Senior Secured Revolving Facility due July 5, 2012

   * $342 million guaranteed Term Loan B due July 5, 2013

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
     (LGD1 33) from B2 (LGD3 45)

   * $875 million 8.25% Senior Notes due January 15, 2013

   * $675 million 8.625% Senior Notes due January 15, 2015

Issuer: Intelsat Intermediate Holding Company, Ltd.

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Caa1 (LGD4 53) from B3 (LGD5 72)

    * $388 million 9.25% Senior Discount Notes due February 1,
      2015

Issuer: Intelsat (Bermuda), Ltd. (to be re-named Intelsat Jackson
Holdings, Ltd.)

  -- Senior Unsecured Bank Credit Facility, Downgraded to B3
     (LGD3 33) from B2 (LGD3 45)

    * $1,000 million guaranteed Term Loan due 2014

  -- Senior Regular Bond/Debenture, Downgraded to B3 (LGD3 33)
     from B2 (LGD3 45)

    * $750 million 9.25% guaranteed Senior Notes due June 15,
      2016

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Caa2 (LGD4 60) from Caa1 (LGD5 82)

    * $1,330 million 11.25% Senior Notes due June 15, 2016

Issuer: Intelsat, Ltd.

  -- Probability of Default Rating, Downgraded to Caa1 from B2

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3
     from SGL-1

  -- Corporate Family Rating, Downgraded to Caa1 from B2

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to
     Caa3 (LGD6 95) from Caa1 (LGD6 93)

   * $600 million 6.625% Senior Notes due April 15, 2012

   * $700 million 6.5% Senior Notes due November 1, 2013

Outlook Actions:

Issuer: Intelsat, Ltd.

  -- Outlook, Changed To Stable From Rating Under Review

Ratings to be withdrawn upon closing:

Issuer: Intelsat (Bermuda), Ltd. (to be re-named Intelsat Jackson
Holdings, Ltd.)

  -- Senior Unsecured Regular Bond/Debenture, currently rated
     Caa1 (LGD5 82)

   * $260 million Floating Rate Senior Notes due June 15, 2013

   * $600 million Floating Rate Senior Notes due January 15,
     2015

Issuer: Intelsat, Ltd.

  -- Senior Unsecured Regular Bond/Debenture, currently rated
     Caa1 (LGD6 93)

   * $400 million 5.25% Senior Notes due November 1, 2008

Headquartered in Bermuda, Intelsat is the largest fixed satellite
service operator in the world and is currently privately held by a
group of financial investors: Apax Partners, Apollo Management,
Madison Dearborn Partners, Permira and management.


ITC^DELTACOM: Gets $30.1 Million Proceeds from Rights Offering
--------------------------------------------------------------
ITC^DeltaCom Inc. disclosed the results of its offering of rights
to purchase its common stock.  The company received gross proceeds
of approximately $30.1 million in the rights offering and has
issued 9,928,779 shares of its common stock to its stockholders
who properly exercised their rights.

The company used the proceeds from the rights offering to redeem
300,842 shares of its 6% Series H convertible redeemable preferred
stock.  The 111,373 shares of Series H preferred stock that were
not redeemed automatically converted into 3,675,306 shares of
common stock.

After the completion of these transactions on Jan. 29, 2008, the
company had outstanding approximately 80,721,600 shares of common
stock.

The company distributed non-transferable rights to purchase
up to an aggregate of 13,604,455 shares of its common stock, at a
purchase price of $3.03 per share, to holders of record of its
common stock as of the close of business on Dec. 17, 2007, the
record date for the rights offering.  The rights offering
subscription period began on Dec. 20, 2007, and ended on
Jan. 23, 2008.

                  About ITC^DeltaCom Inc.

Headquartered in Huntsville, Alabama, ITC^DeltaCom Inc. (OTC BB:
ITCD.OB) -- http://www.deltacom.com/-- provides, through its  
operating subsidiaries, integrated telecommunications and
technology services to businesses and consumers in the
southeastern United States.  ITC^DeltaCom has a fiber optic
network spanning approximately 15,800 route miles, including more
than 11,800 route miles of owned fiber, and offers a comprehensive
suite of voice and data communications services, including local,
long distance, broadband data communications, Internet
connectivity, and customer premise equipment to end-user
customers.

                         *     *     *

Moody's Investor Service placed ITC^DeltaCom's long term corporate
family and probability of default ratings at 'B3' in July 2007.  
The ratings still hold to date with a stable outlook.


JETBLUE AIRWAYS: Posts $4MM Net Loss in Qtr. Ended December 31
--------------------------------------------------------------
JetBlue Airways Corporation reported its results for the fourth
quarter and full year 2007 ended Dec. 31, 2007.

Net loss for the quarter was $4 million, compared with fourth
quarter 2006 net income of $17 million.
      
For the full year 2007, net income totaled $18 million, compared
with a net loss of $1 million for the full year 2006.

"We are delighted to report a profit for 2007 -- our first full-
year profit since 2004 -- especially in light of the operational
challenges and record high fuel prices we faced during the year,"
Dave Barger, JetBlue's CEO, said.  "Although soaring fuel prices
contributed to our fourth quarter loss, we believe we are well
positioned as we move into 2008 with a strong brand, superior
product and solid financial position."

JetBlue highlights include:

   * JetBlue and Lufthansa consummated their stock purchase
     agreement transaction, and as a result, Lufthansa now
     holds a 19% ownership interest in JetBlue.
    
   * JetBlue launched new service from New York (JFK) to
     St. Maarten and Puerto Plata, Dominican Republic,
     strengthening its network in the Caribbean.  In addition,
     JetBlue will begin nonstop service from Orlando to Cancun,
     Mexico and Santo  Domingo, Dominican Republic in March
     2008.  JetBlue now serves 17 destinations from Orlando.
    
   * JetBlue continued its focus on innovation with the
     introduction and testing of complimentary in-flight e-mail
     and instant messaging services for its customers on
     aircraft "BetaBlue."

Cash and investment securities of $834 million at the end of the
fourth quarter, which does not include Lufthansa's
$300 million investment in JetBlue, compared to $699 million at
Dec. 31, 2006.

Stockholders' equity amounted to $1.04 billion as compared to $952
million for the same period in the previous year.

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

                          *     *     *

Moody's Investor Service placed JetBlue Airways Corporation's long
term corporate family and probability rating at 'B3' and its
senior unsecured debt rating at 'Caa2' in May 2007.  The ratings
still hold to date with a negative outlook.


KIDS CONNECTION: Section 341(a) Creditors' Meeting Set for Feb. 12
------------------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
Kids Connection Inc.'s creditors at 2:00 p.m., on Feb. 12, 2008,
at the San Francisco U.S. Trustee Office, 235 Pine Street, Suite
850 in San Francisco, California.

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

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

Headquartered in Foster City, California, Kids Connection Inc. --
http://www.kidsconnection.info/-- is an on-site school care.  The   
company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
N.D. Calif. Case No. 08-30026).  William J. Healy, Esq., at
Campeau, Goodsell and Smith, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed assets and debts between $1 million and
$100 million.


LAKE AT LAS VEGAS: Payment Failure Prompts Moody's Default Rating
-----------------------------------------------------------------
Moody's Investors Service lowered the probability of default
rating of Lake at Las Vegas Joint Venture and that of its co-
borrower, LLV-1, LLC to D from Caa3 in light of the company's
failure to make its required interest payment on Dec. 31, 2007.  
Subsequent to this rating action, Moody's expects to withdraw all
of Lake Las Vegas' ratings.

These rating actions were taken:

  -- Corporate family rating of Caa3 left unchanged
  -- Probability of default rating lowered to D from Caa3
  -- Rating of Caa3 (LGD3, 37%) on the $540 million senior
     secured first lien bank credit facility left unchanged

All of these ratings will be withdrawn shortly.

Headquartered in Las Vegas, Nevada, Lake at Las Vegas Joint
Venture and its co-borrower, LLV-1, LLC, own and operate the Lake
Las Vegas Resort, a 3592-acre master planned residential and
resort destination located 17 miles east of the Las Vegas strip.


LAS VEGAS MONORAIL: Moody's Junks Rating on $445.8MM Revenue Bonds
------------------------------------------------------------------
Moody's has downgraded the underlying rating on the Nevada
Department of Business and Industry's $445.8 million Las Vegas
Monorail Project Revenue Bonds, First Tier Series 2000 underlying
rating to Caa2 from B3.  The bonds are rated Aaa based on bond
insurance provided by AMBAC, whose Aaa rating remains on review
for possible downgrade.  The underlying global scale Caa2 rating
reflects ridership and revenues, which are significantly lower
than forecasted levels.  Moody's estimates that debt service
reserve fund balances are sufficient to cover First Tier and
Second Tier debt service through 2009 barring a reduction in
operating revenues.  At current ridership and revenue levels, a
payment default is anticipated by 2010 once reserves are
exhausted.  Dramatic revenue growth is needed to support
operations and First Tier debt service.  The rating also considers
that the Las Vegas Monorail serves many Las Vegas Strip hotels,
attractions, and the well-utilized convention center and helps
alleviate traffic congestion.

The bonds were issued in 2000 to finance the construction of a
monorail system on the east side of the Las Vegas Strip through a
loan agreement between the issuer and the Las Vegas Monorail
Corporation, a non-profit public benefit corporation governed by a
five-member Board appointed by the Governor.  The project was
additionally financed through the issuance of $146 million Second
Tier bonds and $48.5 million Subordinate Bonds, which are not
rated by Moody's.  Moody's will continue to maintain an underlying
rating on the First Tier bonds.

Recent Developments

Based on the 2008 budget, 2007 operating revenues are expected to
be 13.5% lower than the 2007 budget while 2007 operating expenses
are expected to decrease by only 3.8% compared to budget.  The
reduction in revenues can be attributed to the loss in monorail
ridership to double decker buses along the Las Vegas Strip that
Clark County introduced in January 2006 and the $2 increase in per
ride fares implemented in January 2006.  Another factor
challenging operating revenues in 2007 are advertising revenues,
which are expected to be $3.5 million lower than reported in the
2007 budget as several advertising deals did not materialize.

To combat the reduction in ridership, LVMC implemented a sizeable
fare decrease to $9 from $15 for the 24 hour unlimited pass in May
2007.  Since reducing the 24 hour unlimited pass fare, ridership
has increased 25% to 30%, which closely approximates the percent
of riders lost to the double decker buses.  After introduction of
the double decker buses in 2006, ridership on buses increased
significant by 6,000 to 8,000 per day compared to that in 2005.

Given the low operating revenues, LVMC was not able to comply with
the rate covenant requirement.  As a result, LVMC is in
consultation with Ambac regarding obtaining a consultant to
analyze revenue and ridership.  In addition, all operating cash is
under the control of the Trustee, who will release funds to LVMC
to meet its financial obligations, upon request.  The rate
covenant requires net revenues to cover First Tier debt service
1.40 times, and 1.10 times coverage for all debt, including second
tier and subordinate debt.

In January 2008, the Wells Fargo Bank, National Association, as
Trustee, withdrew funds from the First Tier and Second Tier debt
service reserve funds.  Because operating revenues, after covering
operating expenses, were not sufficient to cover the First Tier
and Second Tier debt service payments, the Trustee withdrew $1.6
million from the First Tier debt service reserve fund and $762,896
from the Second Tier debt service reserve fund.

Financial Position

LVMC's 2008 budget assumes that both debt service reserve funds
will also be drawn to cover debt service in 2008.  Operating
revenues in 2008 are expected to increase slightly less than 2%
over the estimated $32.5 million expected in 2007.  Although the
24 hour pass fare reduction is expected to increase ridership,
ticket revenues are expected to increase 1.15% only due to the
lower fare.  In addition, the LVMC is continuing to pursue new
advertising revenues, including the development of partnerships
with travel and ticket brokers in order to bolster operating
revenues.

Moody's expects that operating revenues and the debt service
reserve funds are sufficient to cover any operating deficits and
debt service through 2009 barring a reduction in operating
revenues.  The First Tier bonds have a $40.4 million DSRF, of
which $21 million is in the form of a surety provided by Ambac.  
The Second Tier bonds have a $13.5 million DSRF. Each DSRF is
exclusively for each tier.  There is no cross default between the
First Tier and Second Tier bonds.  Beyond 2009, absent a
significant increase in operating revenues or a debt
restructuring, Moody's expects that LVMC may have a debt payment
default.

Legal Security:

The bonds are secured by a first lien on the net revenues of the
Monorail system, only.

Capital Program: No Borrowing Plans At This Time

The LVMC is operating reliably and currently has no significant
capital projects planned.  No borrowing is expected, though a
possible extension of the Monorail to Las Vegas McCarran
International Airport (Senior lien airport revenues bonds rated
Aa2) is actively being considered.

The Las Vegas Strip is a High Volume Tourist and Convention
Destination

Moody's recognizes that Las Vegas and particularly the Las Vegas
Strip continues to be an attractive destination for tourists and
convention attendees with 38.9 million visitors in 2006.  
Furthermore, Las Vegas has the ability to accommodate the largest
conferences.  Approximately, 6.3 million visitors attended
conferences in 2006.  Total occupancy rates for the past three
years have exceeded 89%.

Outlook

The negative outlook is based on Moody's expectation that
ridership and revenues will likely remain significantly below
original forecasted levels.  LVMC will need a significant ramp up
in ridership and revenues in order to meet operating and debt
service obligations over the next several years.

What could change the rating - UP

The rating could improve if ridership and revenues grow
dramatically over the course of the next year and are sufficient
to pay annual operating expenses and debt service.

What could change the rating - DOWN

The rating could drop further, absent an improvement in ridership
and growth in revenues necessary to support operating expenses and
First Tier debt service.


LEDCO LIMITED: CAW to Protest vs. Government's Complacency Today
----------------------------------------------------------------
The Canada Auto Workers is planning a demonstration outside a
Conservative MP's Kitchener constituency office Wednesday,
Jan. 30, 2008, at 11:30 a.m. to protest the lack of government
action to help beleaguered manufacturing workers, including those
from bankrupt Ledco Limited.

The demonstration will be held outside Tory MP Harold Albrecht's
Constituency office at 153 Country Hill Drive, Unit 2A in
Kitchener, Ontario.  The office is located off Strasburg Road at
Block Line and Country Hill Drive.  Concerned union members, their
families and community are invited to take part.

"While manufacturing workers and their families suffer the fall
out from the high Canadian dollar, as well as the flood of auto
imports from Japan and Korea, companies like Ledco are declaring
bankruptcy and not honouring severance and pension obligations,"
said Jerry Dias, assistant to the CAW president.  "We need
legislation to ensure workers get what is rightfully owing them
when a bankruptcy occurs - before banks and other creditors," he
said.

"Manufacturing workers right across the country are paying the
price of the Stephen Harper government's lack of action on these
issues and its refusal to establish a clear policy to help the
manufacturing sector," Mr. Dias said.

The CAW ended an occupation of Ledco, a Kitchener tool-and-die
company on Sunday.  The company filed for bankruptcy last week and
terminated 60 CAW Local 1524 members and informed them they would
not receive their severance pay.  Some workers have up to 40 years
seniority.

                       About Ledco Limited

Kitchener, Ontario-based The Levene Die Company, now known as
Ledco Limited, -- http://www.ledco.com/--  was founded in 1932 by  
Harry Levene, who had immigrated from England with his father in
1913.  It manufactures, exports and imports dies and tools, die
sets, jigs and fixtures, and molds.  It has approximately 125
employees work at this location and generates sales between $10
million and $20 million annually.

Ledco sought bankruptcy protection on Jan. 24, 2008.  In
bankruptcy filings, Ledco reported liabilities of $14.5 million
and assets of $7 million.


LEDCO LIMITED: CAW Rep Says Lead Client Agrees to Pay $120,000
--------------------------------------------------------------
Canadian Auto Workers Local 1524 president, Tim Mitchell, told
Michael Hammond of The Record that he is currently negotiating
with the Big Three automakers of North America in hopes to receive
the $1.2 million severance pay for bankrupt Ledco Limited's staff.

Mr. Mitchell says that General Motors Corp., Ford Motor Company
and Chrysler LLC, Ledco's customers, are obligated to pay the
workers, Record reports.

Although nothing can be determined at the time, one of the Big
Three made informal agreement to give 10% of the demanded
severance pay, Record relates, citing Mr. Mitchell.

Records reveal that after Ledco went bankrupt, it negotiated with
its employees under the CAW to concede with a 25% reduction in
wage and a 20% reduction in benefits.

            Bankruptcy and the Demand for Severance Pay

As reported in the Troubled Company Reporter on Jan. 29, 2008, the
CAW ended the occupation of Ledco Limited after a second court
injunction Sunday afternoon.

Workers took over the plant Friday morning in a fight for
severance pay after the company filed for bankruptcy Thursday
night.  At that time, the union was informed that Ledco workers
would not receive their deserved severance pay.

Under the current bankruptcy laws, workers only receive severance
pay if money remains after all creditors have been paid.  Some
workers in the plant had up to 40 years seniority.  Workers were
informed of the closure Wednesday, effective immediately.

The 70 Ledco workers are represented by CAW Local 1524.  The CAW
continues to press key Ledco customers General Motors, Ford and
Chrysler to recognize their responsibility for Ledco workers
severance pay.  Discussions have been ongoing since the beginning
of the occupation Friday.

Picketing outside the plant will continue throughout the week.
Hundreds of union and community members attended the round-the-
clock picket in support of Ledco workers over the weekend.  Also
attending the picket is Hamilton East-Stoney Creek MPP Paul
Miller, a labor files critic.

                       About Ledco Limited

Kitchener, Ontario-based The Levene Die Company, now known as
Ledco Limited, -- http://www.ledco.com/-- was founded in 1932 by  
Harry Levene, who had immigrated from England with his father in
1913.  It manufactures, exports and imports dies and tools, die
sets, jigs and fixtures, and molds.  It has approximately 125
employees work at this location and generates sales between $10
million and $20 million annually.

In bankruptcy filings, Ledco reported liabilities of $14.5 million
and assets of $7 million.


LEVITT AND SONS: Court Gives Interim Nod on Wachovia DIP Financing
------------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida approved, on an interim basis, a
debtor-in-possession credit facility agreement reached between
certain Levitt and Sons LLC debtor-affiliates and Wachovia Bank,
N.A.

Certain Levitt and Sons LLC debtor-affiliates, including Levitt
and Sons of Cherokee County, LLC; Levitt and Sons of Hall County,
LLC; Levitt and Sons of Paulding County, LLC; Levitt and Sons of
Horry County, LLC; Levitt and Sons of Manatee County, LLC; and
Levitt and Sons at World Golf Village, LLC, reached an agreement
for a DIP credit facility with Wachovia Bank.  The Wachovia
Debtors also requested for, among other things, the
approval of the retention of Soneet R. Kapila as chief
administrator of the Wachovia Debtors to provide asset management
services under Section 363 of the Bankruptcy Code.

The Wachovia Debtors were authorized to employ, retain and
designate Mr. Kapila as their Chief Administrator.  Mr. Kapila
will receive his applicable hourly compensation and reimbursement
of expenses.  Mr. Kapila will be required to maintain
contemporaneous time records in tenth of an hour increments, and
conform to the hourly rates agreed to in the Asset Management
Agreement.

The Asset Management Agreement provides, among other things, that  
Mr. Kapila is appointed as exclusive manager of the Wachovia
Debtors' assets -- the Projects, Collateral and Prepetition
Collateral other than certain excluded assets.  The term of the
agreement will be for an initial period of two years to and
including Jan. 8, 2010, and thereafter will be automatically
renewed from month to month unless terminated.

In a separately filed interim order, Judge Ray also authorized
the Borrowers to execute and deliver the DIP Loan Agreement with
Wachovia, as DIP Lender, and to obtain credit extensions of up to
an aggregate amount of $500,000 to the extent necessary, in
accordance with the DIP Loan Agreement from time to time up to an
aggregate principal amount outstanding at any time not to exceed
$3,500,000, and to incur any and all liabilities and obligations
and to pay all interest, fees, expenses and other obligations
provided for under the DIP Financing Documents.

                   Objections to DIP Motion

1) Ferguson Enterprises

Ferguson Enterprises, Inc., asserted a claim that is partially
secured by 37 mechanic's liens filed by the firm under South
Carolina law against certain lots located in Horry County, South
Carolina.  The 37 properties against which Ferguson has filed its
liens are owned by LAS Horry County.

The DIP Financing Motion proposes that the financing provided by
Wachovia to the Wachovia Debtors would be secured by a
superpriority priming lien on all assets, real and personal
property of the Wachovia Debtors.  The Wachovia Debtors also seek
authorization to sell properties -- including the 37 lots on
which Ferguson Enterprises holds a valid lien -- free and clear
of all liens, claims and encumbrances, other than Wachovia's
superpriority lien under the DIP Facility and any liens that had
priority over Wachovia's alleged prepetition liens on the
property, Howard S. Toland, Esq., at Haley, Sinagra, Paul &
Toland, PA, in Fort Lauderdale, Florida, counsel for Ferguson
Enterprises, related.

Ferguson Enterprises objected to the entry of a Final DIP Order,
arguing that the Debtors' request is in conflict with Section 364
of the Bankruptcy Code.  Ferguson Enterprises contended that the
Debtors' request seeks to:

   -- "impermissibly" strip lien holders of their valid liens on
      properties;

   -- "impermissibly" secure DIP financing to Debtor entities
      and with property owned by other Debtors; and

   -- creditors other than Wachovia have not been provided enough
      information to determine the extent to which they may be
      damaged by the DIP Financing Motion.

Ferguson Enterprises asked the Court to deny the DIP Financing
Motion, or modify the relief requested in the Motion to require
the Debtors to provide Ferguson Enterprises with adequate
protection in a fair and equitable manner consistent with the
Court's equitable powers.

2) Seasons Committee

The Ad Hoc Committee of Deposit Holders of Seasons at Prince
Creek West asked the Court for an extension of time in which
creditors and interested parties may object.

The Seasons Committee is comprised of a group of individuals who
contracted to purchase single family homes at the Seasons at
Prince Creek West development at Horry County, South Carolina.  
Seasons is owned by LAS Horry County.  The Seasons Committee was
uncertain if any of the construction warranties contracted for
can or will be honored in the event Seasons is completed.

The Seasons Committee understood that, even if existing home
purchase contract holders' deposits are not in escrow, the
homeowners will receive full credit for deposits paid if they
close on a home in a community that is completed under the
proposed DIP financing deal.

However, the DIP financing deal under consideration also grants
Wachovia very broad releases from any and all claims, including
claims for so-called Chapter 5 causes of action, Robert P.
Charbonneau, Esq., at Ehrenstein Charbonneau Calderin, in Miami,
Florida, representing the Seasons Committee, said.

The Seasons Committee believes that the Creditors Committee has
already done a significant amount of due diligence on the
viability of Chapter 5 issues relating to Wachovia, and a
risk/reward analysis for proceeding with the DIP financing deal.  
The Seasons Committee also believes that the Creditors Committee
will share this information with the newly formed committee for
home purchase deposit creditors.

According to Mr. Charbonneau, there may be other theories of
recovery available to the Depositors Committee that would not
have factored into the analysis of the Creditors Committee by
virtue of the nature of the deposit holders' claims.

Other interested parties, including the Cascades at Sarasota
Homeowners Association; Phillips and Jordan, Inc., Concrete
Control Incorporated, doing business as C.C.I. Site Development;
J.B. Stevens Construction Co., Inc.; and the Cascades at World
Golf Village Homeowners Association also objected to the Debtors'
Motion.

               Wachovia Responds to DIP Objections

The Seasons Committee requested for a continuance of the final
DIP hearing to give the Depositors Committee reasonable time to
form, organize and respond to the notice received regarding the
final DIP hearing.

Robert N. Gilbert, Esq., at Carlton Fields, P.A., in West Palm
Beach, Florida, representing Wachovia, notes that there have been
no objections to any deposit creditor's request to cancel their
prepetition contract for a home on a Wachovia Debtors'
development.  Wachovia does not intend to object to requests to
cancel sales contracts in the future unless a Deposit Creditor
reaffirms its intent to purchase a home.  On the other hand, many
Deposit Creditors have indicated that they still want to buy the
house they contracted for.

Mr. Gilbert asserts that Deposit Creditors who want to close on
the sale of their homes will not be harmed by the Court's final
order granting the DIP Financing Motion "since the only
possibility the Debtors currently have or resuming sales and
construction depends on a final Order approving the DIP Motion."

Even though Deposit Creditors will not be harmed by a final DIP
order, many other persons may face serious financial
repercussions from the delay of the final hearing, including
further depreciation in value and additional security risks, Mr.
Gilbert maintains.

The DIP financing will enable the Wachovia Debtors to resume sale
efforts at their developments and will maximize the recoveries
available to these estates, Mr. Gilbert tells the Court.

In a separate filing, Wachovia asks the Court to overrule the
objections to the DIP Financing Motion.

Mr. Gilbert states that:

    -- the DIP Financing Motion is in the best interest of the
       estate;

    -- the interests of lienholders are adequately protected
       under the terms of the DIP Loan Agreement;

    -- the extinguishment of junior liens is permissible; and

    -- the DIP Financing does not constitute de facto substantive
       consolidation of the Wachovia Debtors' bankruptcy cases.

The DIP Loan Agreement provides a carve out for unsecured
creditors in the form of the $3,000,000 guaranteed payment from
net sale proceeds to which Wachovia would otherwise be entitled.  
The Court should approve this carve out, Mr. Gilbert asserts.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000)


LEVITT AND SONS: BofA Wants to Foreclose on Collateral
------------------------------------------------------
Bank of America, N.A., and certain BOA Debtors ask the U.S.
Bankruptcy Court for the Southern District of Florida to grant
Bank of America relief from stay in order to allow it to
exercise any and all of its available remedies under the parties'
loan documents, including proceeding in state court to foreclose
its mortgages and security interests in the personal property
included in the BOA collateral.

Bank of America, N.A., and Levitt and Sons, LLC, Levitt
Construction - East LLC, Levitt and Sons at Hunter's Creek LLC,
Levitt and Sons at Hawk's Haven LLC, Levitt and Sons Lake County,
LLC, Levitt and Sons of Seminole County, LLC, and Levitt and Sons
of Osceola County, LLC -- BOA Debtors -- entered into a number of
loan and security documents pursuant to which Bank of America
loaned funds to the BOA Debtors between 2003 and 2006 for the
purchase of real property located throughout Florida.

As security for the advances, the BOA Debtors granted Bank of
America security interests in these properties and related
personal property.  The BOA Debtors also guaranteed the
indebtedness.  Certain of the guarantees are secured by mortgages
or security interests in assets owned by the guarantors.

The BOA Debtors used funds loaned by Bank of America under the
BOA Loan Documents to purchase the BOA Properties for development
and eventual sale to home purchasers.  Upon the sale of any of
the BOA Properties to a home purchaser, Bank of America released
its mortgage and security interest in the property and granted
the BOA Debtors partial releases of their indebtedness to Bank of
America.

Bank of America retained a security interest in the profits
earned by the BOA Debtors on the sale of any of the BOA
Properties to secure the BOA Debtors' obligations to Bank of
America on unsold properties.

Before the date of bankruptcy, the BOA Debtors triggered events of
default under the Loan Documents by, among other things, failing
to make payments of principal and interest when due and failing
to comply with certain financial covenants included in the Loan
Documents.  As of the bankruptcy filing, the BOA Debtors owed Bank
of America a total amount in excess of $103,000,000 plus
continually accruing interests, fees, costs and other charges.

The BOA Indebtedness is guaranteed and secured by perfected,
first priority mortgages and security interests on all of the BOA
Properties and certain other personal property, including cash
collateral traceable to sales of the BOA Properties and cash held
in accounts in the name of the BOA Debtors at Bank of America --
BOA Collateral.

On Nov. 29, 2007, the Court granted the BOA Debtors authority to
abandon the BOA Properties -- excluding the personal property
included within the BOA Collateral.

Bank of America and the BOA Debtors anticipate that the Official
Committee of Unsecured Creditors may object to the Motion,
notwithstanding the BOA Debtors' consent to the relief requested.  
To the extent the Court sustains any Creditors Committee
objection and denies relief from stay, Bank of America demands
adequate protection for its security interests in the BOA
Collateral.

Craig Rasile, Esq., at Hunton & Williams LLP, in Miami, Florida,
tells the Court that in order to continue holding the BOA
Collateral through the operation of the automatic stay, the BOA
Debtors must provide Bank of America with adequate protection for
any diminution in the value of the BOA Collateral during the
pendency of the Debtors' Chapter 11 cases.

Mr. Rasile continues that the replacement lien "on all
postpetition property" offered by the BOA Debtors to Bank of
America as adequate protection is a vague and ambiguous offer,
and does not satisfy the Debtors' burden to prove that Bank of
America is adequately protected for the diminution in the value
of the BOA Collateral as a result of the automatic stay.

Not only is the replacement collateral not defined or identified,
it is not even valued for comparison purposes, Mr. Rasile argues.  
Moreover, the BOA Debtors admit that the resources of the estate
are insufficient to maintain and protect the BOA Collateral, he
adds.

                 Creditors Committee's Concerns

The Creditors Committee, while not objecting conceptually to Bank
of America obtaining relief from the automatic stay, has several
concerns about the extent of the stay relief and the effect of
stay relief on the bankruptcy estates of the Debtors.

The Creditors Committee anticipates that Bank of America will
ultimately obtain unopposed foreclosure judgments against the BOA
Debtors, although other lienholders may contest the foreclosure
actions in the state court.

As a result, the Creditors Committee is concerned, among other
things, that the foreclosure judgments that may be obtained by
Bank of America in the state court proceedings could have an
adverse affect on the rights, claims and causes of action that
the Debtors' estates may have against Bank of America, including
under Chapter 5 of the Bankruptcy Code.

Specifically, the Creditors Committee is concerned that Bank of
America may attempt to obtain orders of the state court that
confirm the extent, validity or priority of their liens and
claims, or the amount of their claims against the Debtors or any
one or more of them, Paul J. Battista, Esq., at Genovese, Joblove
& Battista, P.A., in Miami, Florida, attorney for the Creditors
Committee, tells the Court.

Mr. Battista informs the Court that despite efforts to resolve
the Motion with Bank of America, the parties have not been able
to do so.  The Creditors Committee is presently conducting an
investigation into the potential claims and causes of action
against Bank of America.

The Creditors Committee requests that the order granting the
Motion contain certain language preserving and reserving the
rights and claims of the Debtors' estates.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or   
215/945-7000)


LIBERTY MEDIA: IAC Chair Calls Allegations as "Preposterous"
------------------------------------------------------------
Barry Diller, chairman of IAC InterActiveCorp., strongly denied
the allegations of its former business partner, John Malone at
Liberty Media Corporation, various reports say.

Mr. Diller called Mr. Malone's claims as "preposterous", a mere
display meant only to block IAC's plan to spin off into five
separate entities.

As reported in the Troubled Company Reporter on Jan. 29, 2008,  
Mr. Malone filed a case with the Court of Delaware seeking the
expulsion of seven members of IAC's board of directors, including
Mr. Diller.

Liberty Media's 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.  Liberty Media asserts
that the planned spin off will adversely affect its voting power
and stake in IAC.  Liberty Media said its 62% voting power will
drop to only about half once IAC successfully spins off its units.

                        The Duel Continues

Mr. Diller, based on the reports, blasted Mr. Malone's request to
expel them from IAC's board by saying Liberty Media does not
control IAC.  According to Mr. Diller, "Liberty has now gone off
the deep end" with Mr. Malone's latest lawsuit, reports say.

In a statement, Mr. Diller expressed that IAC's board "continues
to work" for its shareholders, and will pursue with the highly
disputed spin off plan, reports relate.

Various analysts commented that the legal duel between Mr. Diller
and Mr. Malone will withhold IAC's spin off plan and thought that
the current situation will negatively affect stock prices, reports
reveal.

                            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.


LINDA MCCLURE: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Linda G. McClure
        8606 Bradley Boulevard
        Bethesda, MD 20817
        Tel: (703) 929-2306

Bankruptcy Case No.: 08-11103

Chapter 11 Petition Date: January 25, 2008

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Stanton J. Levinson, Esq.
                  Montgomery Co
                  P.O. Box 1746
                  Silver Spring, MD 20915
                  Tel: (301) 649-7888

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 15 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
American Express                 Credit Card            $49,784
c/o Margolis, Pritzker et. al.
Suite 222
110 West Road
Towson, MD 21204

Bank of America                                         $23,443
P.O. Box 15726
Wilmington, DE 19886-5726

Sarafino and Rhoades, LLP                               $12,325
11921 Rockville Pike
Suite 501
North Bethesda, MD 20852-2794

Chase                            Credit Card             $5,328

Pepco                            Utility                 $1,770

WGL                              Utility                   $783

Neiman Marcus                    Merchandise               $526

Davis & Davis Air Conditioning                             $273
& Heating Inc.

ADT Security Systems                                       $231

Verizon                          Phone                     $179

WSSC                             Utility                   $172

Comcast of Montgomery            Cable                     $100

Georgetown Physicians Group      Services                   $80

AOI                                                         $52

AT&T                             Phone                      $16


LORENZO PILEGGI: Case Summary & Seven Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lorenzo F. Pileggi
        218 Trinity Ave.
        Ambler, PA 19002

Bankruptcy Case No.: 08-1062

Chapter 11 Petition Date: January 26, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Diane W. Sigmund

Debtor's Counsel: Gregory R. Noonan, Esq.
                  Walfish & Noonan, LLC
                  528 DeKalb Street
                  Norristown, PA 19401
                  Tel: (610) 277-7899

Total Assets: $4,300,000

Total Debts:  $1,760,965

Debtor's list of its Seven Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
AMC Mortgage Services Inc.                             $259,247
Servicer Agent Mtg                         Collateral: $450,000
Attn: Ana Kalinisan                          Unsecured: $68,494
P.O. Box 5926
Carol Stream, IL 60197-5926

GMAC                                                    $13,260
P.O. Box 130424
Roseville, MN 55113

B-Real, LLC                                             $11,515
MS 550
P.O. Box 91121
Seattle, WA 98111-9221

Roundup Funding, LLC                                     $8,711

Jefferson Capital Systems, LLC                           $3,377

LVNV Funding, LLC                                        $1,910

Sprint Nextel                                              $451


MAJESTIC STAR: Halts Development of Indiana Gaming Facilities
-------------------------------------------------------------
The Majestic Star Casino LLC disclosed that development of new and
improved dockside gaming facilities at its two Gary, Indiana
casinos are on hold indefinitely due to weakness in the capital
markets, limitations on the company's ability to incur debt and an
inability to solidify development plans.

Further, additional capital expenditures with respect to such
properties will be limited to the company's available cash flow.

The company will focus on improving the customer experience
at its two Gary, Indiana casinos while operating as efficiently as
possible.

The company stated that legislation for transfer of one of its two
gaming licenses in Gary, Indiana to Steuben County, Indiana was
defeated in the Senate Appropriations Committee of the Indiana
legislature.

As such, it is unlikely legislation enabling the transfer of a
gaming license will be acted upon during the legislative session.

                      About Majestic Star

Headquartered in Las Vegas, Nevada, Majestic Star Casino LLC --
http://www.majesticstar.com/-- directly and indirectly owns and  
operates riverboat casinos in Gary, Indiana; Tunica, Mississippi;
and Black Hawk, Colorado.  Majestic Star Holdco LLC, owns 100% of
Majestic Star Casino LLC.  Mr. Barden indirectly holds 100% of the
company's membership interests.

As reported in the Troubled Company Reporter on Nov. 26, 2007,
The company's balance sheet, at Sept. 30, 2007, showed total
assets of $509.3 million and total liabilities of $666.7 million,
resulting in a stockholders' deficit of $157.4 million.  Deficit
at Dec. 31, 2006, was $139.5 million.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 15, 2007,
Moody's Investors Service lowered The Majestic Star Casino LLC's
senior secured note rating to B2 (LGD-3, 34%) from B1 (LGD-3, 33%)
while its senior unsecured note rating was lowered to Caa2 (LGD-5,
80%) from Caa1 (LGD-5, 80%).

As reported in the Troubled Company Reporter on Oct. 29, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Majestic Star Casino LLC to 'B-' from 'B'.  This and
other ratings on the company were removed from CreditWatch, where
they were placed Sept. 10, 2007 with negative implications.  The
rating outlook is negative.


MAXJET AIRWAYS: Wants to Set Auction of Assets on February 15
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Feb. 1, 2008, to consider MAXjet Airways
Inc.'s request to conduct an auction of its assets on Feb. 15,
2008, if more than one bid is submitted, various sources report.  
The Debtor has no buyers yet, but wants to set Feb. 6 as deadline
for submission of initial bids and Feb. 11 for final bids.

According to Bill Rochelle of Bloomberg News, among the assets for
sale are 27 operating certificates from the Federal Aviation
Administration.

A separate request to approve the sale to the winning bidder will
be filed, papers relate.

Headquartered in Dulles, Virginia, MAXjet Airways Inc. --
http://www.maxjet.com/-- is an all-business class, long-haul
airline company.  It has introduced scheduled services with
flights from London Stansted Airport to New York.  As of December
2006, it leased five B767 aircraft.  Its customers are both
business and leisure travelers.  At the airport, its product
features check-in facilities located in primary terminals,
security and a business class departure lounge and arrivals
facility.  Its flights features deep-recline seats (170 degree)
spaced at a 60 inch pitch, portable entertainment systems, stowage
space and business class catering.

The Debtor filed for chapter 11 protection on Dec. 24, 2007
(Bankr. D. Del. Case No. 07-11912).  The Debtor selected Pachulski
Stang Ziehl & Jones LLP as its bankruptcy counsel.  The Official
Committee of Unsecured Creditors taps Morris James LLP as counsel.  
The Debtor listed assets between $10 million and $50 million and
debts between $50 million to $100 million when it filed for
bankruptcy.


MBS MANAGEMENT: Case Summary & 254 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: M.B.S. Management Services, Inc.
             One Galleria Boulevard, Suite 1950
             Metairie, LA 70001

Bankruptcy Case No.: 07-12151

Debtor-affiliates filing separate Chapter 11 petitions on
January 29, 2008:

        Entity                                     Case No.
        ------                                     --------
        M.B.S.-Bristol Heights, Ltd.               08-10160
        M.B.S.-Steeplecrest, Ltd.                  08-10162
        M.B.S.-The Heritage, Ltd.                  08-10163

Debtor-affiliates filing separate Chapter 11 petitions on
December 3, 2007:

        Entity                                     Case No.
        ------                                     --------
        M.B.S.-Forest Cove, Ltd.                   07-12363
        M.B.S.-Claremore, Ltd.                     07-12397
        M.B.S.-Colonnade, Ltd.                     07-12398
        M.B.S.-Las Ventanas, Ltd.                  07-12399
        M.B.S.-Indian Hollow, Ltd.                 07-12400
        M.B.S.-Mirada, Ltd.                        07-12401
        M.B.S.-Sage Creek, Ltd.                    07-12402
        M.B.S.-Walnut Creek, Ltd.                  07-12403

Debtor-affiliates filing separate Chapter 11 petitions on
November 19, 2007:

        Entity                                     Case No.
        ------                                     --------
        M.B.S.-South Point Apartments              07-12283

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

        Entity                                     Case No.
        ------                                     --------
        Northcastle, Ltd.                          07-12152
        M.B.S.-Woodland Hills, Ltd.                07-12153
        M.B.S.-The Windward, Ltd.                  07-12155
        M.B.S.-The Leeward, Ltd.                   07-12156
        M.B.S.-Serrano, Ltd.                       07-12157
        M.B.S.-Fountains of Tomball, Ltd.          07-12158
        M.B.S.-Country Village, Ltd.               07-12154

Type of Business: The Debtors are real estate agents and managers.
                  M.B.S.-The Trails, Ltd. and M.B.S.-Fox Chase,
                  Ltd., affiliates of the Debtor,
                  filed for Chapter 11 protection on Dec. 4, 2007
                  (Bankr. N.D. Tex. Case Nos. 07-45430 and
                  07-45431, respectively).

Chapter 11 Petition Date: November 5, 2007

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtors' Counsel: Tristan E. Manthey, Esq.
                  Heller, Draper, Hayden, Patrick & Horn
                  650 Poydras Street, Suite 2500
                  New Orleans, LA 70130
                  Tel: (504) 568-1888
                  Fax: (504) 522-0949

                        -- and --

                  William E. Steffes, Esq.
                  Steffes Vingiello & McKenzie, L.L.C.
                  13702 Coursey Boulevard, Building 3
                  Baton Rouge, LA 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

Financial condition of debtors filing separate Chapter 11
petitions on November 5, 2007:

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
M.B.S. Management          $1 Million to          $1 Million to
Services, Inc.             $100 Million           $100 Million


Northcastle, Ltd.          $1 Million to          $1 Million to
                           $100 Million           $100 Million

M.B.S.-Woodland Hills,     $1 Million to          $1 Million to
Ltd.                       $100 Million           $100 Million

M.B.S.-The Windward,       $1 Million to          $1 Million to
Ltd.                       $100 Million           $100 Million

M.B.S.-The Leeward, Ltd.   $1 Million to          $1 Million to
                           $100 Million           $100 Million

M.B.S.-Serrano, Ltd.       $1 Million to          $1 Million to
                           $100 Million           $100 Million

M.B.S.-Fountains of        $1 Million to          $1 Million to
Tomball, Ltd.              $100 Million           $100 Million

M.B.S.-Country Village,    $1 Million to          $1 Million to
Ltd.                       $100 Million           $100 Million

Gillespie Acquisition,     $1 Million to          $1 Million to
                           $100 Million           $100 Million

A.F.M. 711, Inc.           $100,000 to            $1 Million to
                           $1 Million             $100 Million

A.F.M. 717, Inc.           Less than              $1 Million to
                           $10,000                $100 Million

Financial condition of debtors filing separate Chapter 11
petitions on November 19, 2007:

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
M.B.S.-South Point         $1 Million to          $1 Million to
Apartments                 $100 Million           $100 Million

Financial condition of debtors filing separate Chapter 11
petitions on December 3, 2007:

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
M.B.S.-Forest Cove, Ltd.    $1 Million to          $1 Million to
                            $100 Million           $100 Million

M.B.S.-Claremore, Ltd.      $1 Million to          $1 Million to
                            $100 Million           $100 Million

M.B.S.-Colonnade, Ltd.      $1 Million to          $1 Million to
                            $100 Million           $100 Million

M.B.S.-Las Ventanas, Ltd.   $1 Million to          $1 Million to
                            $100 Million           $100 Million

M.B.S.-Indian Hollow, Ltd.  $1 Million to          $1 Million to
                            $100 Million           $100 Million

M.B.S.-Mirada, Ltd.         $1 Million to          $1 Million to
                            $100 Million           $100 Million

M.B.S.-Sage Creek, Ltd.     $1 Million to          $1 Million to
                            $100 Million           $100 Million

M.B.S.-Walnut Creek, Ltd.   $1 Million to          $1 Million to
                            $100 Million           $100 Million

Financial condition of debtors filing separate Chapter 11
petitions on January 29, 2008:

                           Estimated Assets       Estimated Debts
                           ----------------       ---------------
M.B.S.-Bristol Heights,    $1 Million to          $1 Million to
Ltd.                       $100 Million           $100 Million

M.B.S.-Steeplecrest, Ltd.  $1 Million to          $1 Million to
                            $100 Million           $100 Million

M.B.S.-The Heritage, Ltd.  $50 Million to         $50 Million to
                            $100 Million           $100 Million

A. Consolidated List of 14 Largest Unsecured Creditors of Debtors
   filing separate Chapter 11 petitions on November 5, 2007:

   Entity                      Claim Amount
   ------                      ------------
Wilmar                         $100,000
200 East Park Drive
Mount Laurel, NJ 08054

A.I.G. Insurance               $95,000
P.O. Box 409
Parsippany, NJ 07054-0409

C.P.S. Energy                  $70,000
7000 San Pedro
San Antonio, TX 78216

Precision Landscaping          $65,000

Waste Management               $62,000

Marvin Poer                    $60,000

Gratr Landscapes               $60,000

Signature Landscaping          $45,000

Constellation New Energy       $30,000

Davis Brown Law Firm           $30,000

Jackson Lewis Law Firm         $30,000

Eggleston & Brisco Law Firm    $21,000

Jr. Remodeling & Paint         $16,000
International

W.L.S. Landscaping             $26,000

B. M.B.S.-South Point Apartments 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Network Multi-Family           $20,293
Security Corp.
P.O. Box 910773
Dallas, TX 75391-0773

Rasa Floors                    $13,920
P.O. Box 619130
Dallas, TX 75261-9130

Wilmar Supply Co., Inc.        $11,747
200 East Park Drive,
Suite 200
Mt. Laurel, NJ 00854

DeSoto Water Utilities         $11,271

Stonehenge Carpet Care         $2,976

Ducan Disposal                 $1,583

The Grass Guy                  $1,250

MXENERGY                       $1,110

FINDIT                         $867

Apartment Finders              $852

Little Giant Beekeepers        $785

Redi-Carpet                    $767

Leslie's Pool Supplies, Inc.   $654

D&L Plumbing                   $475

Great American Business        $385

Wright & Percy                 $328

Signius                        $320

Moving is Free, Inc.           $275

ENVIROTROL                     $266

Free Move Free Money           $250

C. M.B.S.-Forest Cove, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
San Antonio Water System       $8,586
2800 U.S. Highway 281 North,
4th Floor collection
San Antonio, TX 789299-2990

Sanivac/Davis Manufacturing    $7,944
P.O. Box 7269
San Antonio, TX 78207

Marvin Poer & Co.              $6,818
12700 Hillcres Road, Suite 125
Dallas, TX 75230

Geary, Porter & Donovan, P.C.  $5,799

Apartment Hunters              $5,246

Wilmar Supply Co., Inc.        $4,924

City Public Service            $4,808

Schweickart & Associates, Inc. $4,286

H.P.C. Publications            $3,824

T.D. Industries, Ltd.          $3,200

Keytrak, Inc.                  $3,123

Dixie Carpet                   $3,014

Independence Carpet Care       $2,898

Firm Alarm Control System      $2,834

Rasa Floors                    $2,733

Waste Management               $2,727

Aladdin Cleaning &             $2,700
Restoration, Inc.

More than Clean                $2,557

Pronto Rooters, Inc.           $2,280

Apartment & Relocation Center  $2,094

D. M.B.S.-Claremore, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Bexar Met Water District       $65,393
P.O. Box 245994
San Antonio, TX 78224-5994

Sanivac/Davis Manufacturing    $20,138
P.O. Box 7269
San Antonio, TX 78207

The Discovery Group, Inc.      $14,159
9119 Katy Freeway, Suite 300
Houston, TX 77024-0000

San Antonio Water System       $12,069

Apartment Mailed Direct        $7,400

Wilmar Supply Co., Inc.        $4,579

City Public Service            $4,411

Samaria Print Services         $3,955

Firetol Protection Systems,    $3,373
Inc.

Rylitt Construction and        $3,263
Services, Inc.

Fresh's Commercial Cleaning    $2,448
Service

South Texas Powerwash &        $2,433
Striping, Inc.

Rasa Floors                    $2,295

Waste Management               $2,242

Maravin Poer & Co.             $2,186

All Done Co.                   $2,095

All Texas Apartment Locators   $2,074

The Arrangement                $1,873

Color Genesis                  $1,530

Worldwide Pest Control, Inc.   $1,352

E. M.B.S.-Colonnade, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
San Antonio Water System       $8,586
2800 U.S. Highway 281 North,
4th Floor collection
San Antonio, TX 789299-2990

Sanivac/Davis Manufacturing    $7,944
P.O. Box 7269
San Antonio, TX 78207

Marvin Poer & Co.              $6,818
12700 Hillcres Road, Suite 125
Dallas, TX 75230

Geary, Porter & Donovan, P.C.  $5,799

Apartment Hunters              $5,246

Wilmar Supply Co., Inc.        $4,924

City Public Service            $4,808

Schweickart & Associates, Inc. $4,286

H.P.C. Publications            $3,824

T.D. Industries, Ltd.          $3,200

Keytrak, Inc.                  $3,123

Independence Carpet Care       $2,898

Firm Alarm Control System      $2,834

Rasa Floors                    $2,733

Waste Management               $2,727

Aladdin Cleaning &             $2,700
Restoration, Inc.

More than Clean                $2,557

Pronto Rooters, Inc.           $2,280

Apartment & Relocation Center  $2,094

Relocation Central by Cort/    $2,077
Spectrum Ap.

F. M.B.S.-Las Ventanas, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Marvin Poer & Co.              $38,832
12700 Hillcrest Road,
Suite 125
Dallas, TX 75230

Wilmar Supply Co., Inc.        $24,649
200 East Park Drive,
Suite 200
Mt. Laurel, NJ 00854

Harris County M.U.D.D.         $19,426
11302 Tanner Road
Houston, TX 77041

Westland Section Two Owners    $19,170
Association c/o As.

MXENERGY, Inc.                 $14,178

Rasa Floors                    $10,043

Eliazar R. Rivera              $7,590

Waste Management               $5,496

Rylitt Construction and        $3,767
Services, Inc.

C.K.I. Wholesale Lock Supply,  $968
Inc.

Apartments for Rent            $945

Prest Maintenance Supply, Inc. $906

Keytrak, Inc.                  $847

Hardman Signs                  $704

Houston Champions Real Estate  $619
Group, L.L.C.

RE/MAX Professional Group      $579

Envirotrol                     $517

Destination Real Estate &      $464
Apartment Locating

Apartment Direction, Inc.      $449

The Midas Real Estate Group    $434

G. M.B.S.-Indian Hollow, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Marvin Poer & Co.              $12,319
12700 Hillcrest Road,
Suite 125
Dallas, TX 75230

Wilmar Supply Co., Inc.        $8,938
200 East Park Drive,
Suite 200
Mt. Laurel, NJ 00854

Blackmoon-Mooring Steamatic,   $8,669
Inc.
4808 Perrin Creek
San Antonio, TX 78217

Sanivac/Davis Manufacturing    $7,789

Geary, Porter & Donovan, P.C.  $5,841

G.E. Capital                   $5,686

Waste Management               $4,550

City Public Service            $4,362

Rylitt Construction and        $4,145
Services

A.B.C. Apartment Locating      $3,172

Fresh's Commercial Cleaning    $2,857
Service

Appliance Warehouse of         $2,070
America, Inc.

Champion Submetering           $1,731
Solutions, L.L.C.

Sherwin Williams               $1,654

T.N.T. Office Supply, Inc.     $1,525

Changing Surface, Inc.         $1,517

Apartment & Relocation Center  $1,428

Consumer Source, Inc.          $1,339

Worldwide Pest Control, Inc.   $1,225

American Business Machines     $1,185

H. M.B.S.-Mirada, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
San Antonio Water System       $23,831
P.O. Box 2990
San Antonio, TX 78299-2990

Firetol Protection Systems,    $15,044
Inc.
3453 I.H. 35 North, Suite 21
San Antonio, TX 78219

Dolphin Capital Corp.          $11,634
2061 North Morely
Moberly, MO 65270

Wilmar Supply Co., Inc.        $10,251

Rasa Floors                    $7,970

Sanivac/Davis Manufacturing    $7,194

Geary, Porter & Donovan, P.C.  $5,455

City Public Service            $5,367

Marvin Poer & Co.              $3,888

Waste Management               $3,787

C.T. Corp.                     $3,320

Premier Apartment Locating     $3,301

Apartment Hunters              $3,159

Schwelckart & Associates, Inc. $3,936

A.B.C. Apartment Locating      $2,936

Ace Fire Equipment             $2,883

Apartments Now                 $2,144

Apartment Home Living          $1,566

I.C.I. Delux Paint             $1,395

Integrated Office Systems      $1,329

I. M.B.S.-Sage Creek, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Marvin Poer & Co.              $12,319
12700 Hillcrest Road,
Suite 125
Dallas, TX 75230

Wilmar Supply Co., Inc.        $8,938
200 East Park Drive,
Suite 200
Mt. Laurel, NJ 00854

Blackmoon-Mooring Steamatic,   $8,669
Inc.
4808 Perrin Creek
San Antonio, TX 78217

Sanivac/Davis Manufacturing    $7,789

Geary, Porter & Donovan, P.C.  $5,841

G.E. Capital                   $5,686

Waste Management               $4,550

City Public Service            $4,362

Rylitt Construction and        $4,145
Services

A.B.C. Apartment Locating      $3,172

Fresh's Commercial Cleaning    $2,857
Service

Appliance Warehouse of         $2,070
America, Inc.

Champion Submetering           $1,731
Solutions, L.L.C.

Sherwin Williams               $1,654

T.N.T. Office Supply, Inc.     $1,525

Changing Surface, Inc.         $1,517

Apartment & Relocation Center  $1,428

Consumer Source, Inc.          $1,339

Worldwide Pest Control, Inc.   $1,225

American Business Machines     $1,185

J. M.B.S.-Walnut Creek, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Wilmar Supply Co., Inc.        $18,566
200 East Park Drive,
Suite 200
Mt. Laurel, NJ 00854

Rasa Floors                    $17,404
P.O. Box 619130
Dallas, TX 75261-9130

Landscapes U.S.A.              $14,614
3201 Industrial Terrace,
Suite 100
Austin, TX 78745

G.T. Carpet Care               $8,933

Metropolitan Investigations    $7,570
Bureau

Meyer Smith, Inc.              $7,345

Carpet Warehouse/Schmitz       $6,182
Carpet Care

H.P.C. Publications            $4,450

City of Austin Utilities       $4,037

PowerHouse Carpet Cleaning     $2,912

Drytex                         $2,817

Waste Management               $2,801

City of Austin                 $2,341

Champion Submetering           $2,245
Solutions, L.L.C.

Simplexgrinnelll               $2,173

Master Touch Carpet Care       $2,170

Sanivac/Davis Manufacturing    $1,889

Apartment Mailed Direct        $1,797

T-N-T Glass & Mirror           $1,776

Citywide Apartment Locators    $1,688

K. M.B.S.-Bristol Heights, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Landscape U.S.A.               $15,585
3201 Industrial Terrace,
Suite 100
Austin, TX 78745

City of Austin Utilities       $10,733
P.O. Box 2267
Austin, TX 78783-2267

Wilmar Supply Co., Inc.        $10,225
200 East Park Drive,
Suite 200
Mt. Laurel, NJ 00854

Sanivac/Davis Manufacturing    $4,088

Waste Management               $3,616

Apartment Aces                 $3,489

Champion Submetering           $1,639

Consumer Source, Inc.          $1,540

Austin Apartment Store         $1,389

Muzak                          $1,157

Worldwide Pest Control, Inc.   $1,139

Sherwin Williams               $1,070

Realty World, John Horton &    $919
Associates

Spencer Apartment Locators     $839

Media General Florida          $833

McCliff Vending                $808

Auto Gate                      $679

Crown Realty                   $652

All Austin                     $584

Austin Apartment Association   $564

L. M.B.S.-Steeplecrest, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
MXEnergy, Inc.                 $15,990
595 Summer Street, Suite 300
Stamford, CT 06901-1407

Marvin Poer & Co.              $15,841
12700 Hillcrest Road,
Suite 125
Dallas, TX 75230

Harris County M.U.D.D.         $14,986
11302 Tanner Road
Houston, TX 77041

Steeplechase Park O.A., Inc.   $9,566

Wilmar Supply Co., Inc.        $9,188

Precision Lawn Maintenance     $6,530

Hitech Fire Detection          $4,742

Waste Management               $3,186

Houston Apartment Association  $2,918

Leslie\u2019s Pool Supplies, Inc.   $2,897

Rylitt Construction &          $2,699
Services, Inc.

Cort Furniture Rental Corp.    $2,454

Homestore Sales Co.            $1,722

Presto Maintenance Supply,     $1,536
Inc.

Transunion Credit Retreiver    $1,452
Department

Central Mechanical Services,   $1,293
Inc.

Champion Submetering           $1,134
Solutions, L.L.C.

Hardman Signs                  $1,017

R.E. Technologies, Inc.        $920

Apartments for Rent            $850

M. M.B.S.-The Heritage, Ltd's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Marvin Poer & Co.              $6,115
12700 Hillcrest Road,
Suite 125
Dallas, TX 75230

Waste Management               $5,932
P.O. Box 78251
Phoenix, AZ 85062-8251

Commercial Business Services,  $3,462
Inc.
1111 Adkins
Houston, TX 77055-7413

Worlwide Pest Control, Inc.    $1,501

Allied Waste Services #859     $1,267

Keller Williams Realty         $1,209

G.E. Capital                   $1,105

A.T.&T.                        $970

Bodyworks Fitnes Equipment     $865

San Antonio Apartment          $854
Association, Inc.

Quill                          $695

Signius                        $671

C.T. Corp.                     $569

Leasing Telephone Concepts II, $497
Inc.

D.J.B. Systems, Inc.           $476

Lion Distribution, Inc.        $382

Upbeat, Inc.                   $328

Geary, Porter & Donovan, P.C.  $307

Apartment Available            $298

Martin, Disiere, Jefferson &   $297
Wisdom


MORTGAGE LENDERS: Has Until February 22 to File Chapter 11 Plan
---------------------------------------------------------------
Mortgage Lenders Network USA Inc. obtained permission from the
U.S. Bankruptcy Court for the District of Delaware to extend its
exclusive periods to file and solicit acceptances of a Chapter 11
plan to:

   (a) Feb. 22, 2008, for the exclusive plan filing period; and
   (b) April 7, 2008, for the exclusive solicitation.       

The Debtor had asked for 90-day extensions of its exclusive
periods.  The Court, however, moved the Debtor's plan filing
exclusive period by only 31 days from the Jan. 22, 2008
hearing on the proposed extension.  The Court also extended the
solicitation period by only 35 days from its previous March 3,
2008.

Middletown, Connecticut-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a  
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No. 07-
10146).  Pachulski Stang Ziehl & Jones LLP represents the Debtor.  
Blank Rome LLP represents the Official Committee of Unsecured
Creditors.  In the Debtor's schedules of assets and liabilities
filed with the Court, it disclosed total assets of $464,847,213
and total debts of $556,459,464.  (Mortgage Lenders Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


NATIONWIDE MATTRESS: To Be Placed Under Liquidation
---------------------------------------------------
Nationwide Mattress and Furniture Warehouse, a company acquired by
Sun Capital Partners Inc., will be placed under liquidation,
Furniture Today reports, citing industry sources.

According to an undisclosed major supplier, liquidators will
control Nationwide's business within the week, Furniture Today
says.

Among the liquidators is the furniture division of Great American
Group, Furniture Today relates, citing Great American president
Jeff Yellen.

Wickes Furniture, also acquired by Sun Capital, is reported to
have been suffering financially, Furniture Today reveals.  Wickes,
according to the report, pursued suppliers to enter into a "vendor
modification agreement", under which debt payments due for 18
months will be deferred.  The agreement letter, Furniture Today
notes, discloses a new financial investment worth $10 million with
respect to the concessions.

Furniture Today said it failed to get comments from Steve
Glucksman, Nationwide president, and from any Sun Capital
representative.

                    About Sun Capital Partners

Boca Raton, Florida-based Sun Capital Partners Inc. --
http://www.suncappart.com/-- is a private investment firm, which  
has more than $10 billion under management, specializes in
leveraged buyouts of companies that are near the tops of their
respective industries; it also acquires minority interests in
bankrupt or underperforming firms.  The company does not
specialize in any particular industry; its portfolio companies
include restaurant chains Bruegger's Bagels and Garden Fresh;
hydraulic hose manufacturer Europower Hydraulics; plumbing fixture
maker Eljer; and retailers ShopKo Stores and Marsh Supermarkets.  
The company has an active interest in some 60 companies; most
targeted firms have $50 million to $500 million in sales.

                     About Nationwide Mattress

Nationwide Mattress and Furniture Warehouse fka Nationwide
Warehouse & Storage -- http://www.nationwidewarehouse.com/-- was  
once a Top 100 company with more than 160 stores in the United
States and Canada at the end of 2000.  Nationwide has about 39
stores.  The company became bankrupt in 2002.  Subsequently, Sun
Capital Partners acquired the majority stake in a trimmed down 63-
store Nationwide in 2002 in a deal valued at $10.7 million.


NCO GROUP: Moody's Rates $139 Million Add-on Term Loan at Ba3
-------------------------------------------------------------
Moody's Investors Service confirmed all the credit ratings of NCO
Group, Inc., concluding a review for possible downgrade initiated
on Dec. 13, 2007.

Moody's also assigned a Ba3 rating to the $139 million add-on term
loan B, which will be used along with a $210 million equity
contribution from One Equity Partners and its co-investors, to
finance the acquisition of Outsourcing Solutions, Inc.  Moody's
downgraded NCO's speculative grade liquidity rating to SGL-3 from
SGL-2 reflecting material revolver borrowings and a projected
tightening of headroom under financial covenants during 2008.  The
rating outlook is stable.

Moody's views the acquisition of OSI favorably since it will be
financed with a large equity component (about 60% of acquisition
financing) and provides increased scale and significant cost
saving opportunities.  The confirmation of the B2 Corporate Family
Rating reflects the company's sizeable revenue base, leading
market position in the accounts receivable outsourcing industry, a
large global platform of on-shore and off-shore offerings and
adequate credit metrics pro forma for the OSI acquisition.  The
ratings are constrained by economic pressures that may continue to
weaken performance in the contingent collection and portfolio
management businesses as well as limited business line diversity
and moderate customer concentration.

Moody's took these rating actions:

  -- Assigned $139 million add-on term loan B, Ba3 (LGD 3, 31%)

  -- Confirmed $465 million senior secured term loan due 2013,
     Ba3 (to LGD 3, 31% from LGD 2, 29%)

  -- Confirmed $100 million senior secured revolver due 2011,
     Ba3 (to LGD 3, 31% from LGD 2, 29%)

  -- Confirmed $165 million senior floating rate notes, B3 (to
     LGD 4, 67% from LGD 4, 63%)

  -- Confirmed $200 million senior subordinated notes, Caa1 (to
     LGD 6, 91% from LGD 6, 90%)

  -- Confirmed Corporate Family Rating, B2

  -- Confirmed Probability of Default Rating, B2

  -- Downgraded Speculative Grade Liquidity rating, to SGL-3
     from SGL-2

Based in Horsham, Pennsylvania, NCO is a global provider of
business process outsourcing services, primarily focused on
accounts receivable management and customer relationship
management.  NCO has over 25,000 full and part-time employees who
provide services through a global network of over 100 offices.  
The company is a portfolio company of One Equity Partners and
reported revenues of about $1.2 billion for the twelve month
period ended Sept. 30, 2007.


NEW YORK RACING: IRS to Cut Tax Claim by 90%; Negotiations Ongoing
------------------------------------------------------------------
The Internal Revenue Service will try to cut the $1.6 billion tax
claim it has against the New York Racing Association to $15.2
million, Jacqueline Palank of the Associated Press reports.

"$15.2 million is a far cry from $1.6 billion... [but] we reserve
our right to object to that proof of claim," Brian S. Rosen,
counsel for NYRA, told the AP in an interview.  "The parties are
continuing to discuss the issues associated with it and hope to
reach an agreement soon," he added.

As reported in the Troubled Company Reporter on Nov. 7, 2007, NYRA
requested the U.S. Bankruptcy Court for the Southern District of
New York to settle its disagreement with the IRS on the alleged
$1.6 billion tax and penalty claims, asserting that it owes the
IRS no more than $5 million.

According to the court filing, the association stated that the
claim will impede on NYRA's efforts to establish an adequate
creditor distribution scheme as part of NYRA's plan of
reorganization.

On the other hand, the IRS contended that the claim consists of:

   (1) $886 million in unassessed taxes from 2000 to 2005, and

   (2) about $129 million in corporate income taxes for each
       year plus $153 million in accrued interest.

According to the AP, the IRS promised NYRA back in November 2007
to reduce the claim to less than $25 million.  Pursuant to an
agreement, the parties resolved 14 of 16 adjustment issues on
NYRA's 2000-2005 tax returns.  The remaining tax issues, totaling
around $23 million, are now being contested by NYRA, the AP
relates.

                      About New York Racing

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


NORTH FOREST: May Go Bankrupt Absent State's Aid, Auditor Says
--------------------------------------------------------------
The North Forest Independent School District in Houston is close
to bankruptcy unless it receives financial support from the State
of Texas, Walter Davis, independent auditor, told Ericka Mellon of
Houston Chronicle.

Mr. Davis came to make clear the somewhat vague report last week
by the District's interim superintendent, William Jones, Houston
Chronicle says.

Mr. Jones previously made a proposal to cut the budget for the
District's schools and departments by 11%, pending trustees'
approval, Houston Chronicle notes.

According to Mr. Davis, the District is in an Enron-like dilemma
being insolvent and struggling to pay its current debts within
"the next 90 days", Houston Chronicle relates.

The District needs to reduce its expenses and recover the
$7.3 million overdraft at the end of the school year, Houston
Chronicle reports, citing Mr. Davis.  Already, Mr. Davis told the
Houston Chronicle, the District is draining down its savings.

Carl Williams, finance assistant superintendent, stated in an
interview that the District is applying its construction money to
pay off salaries, a rather questionable practice, Houston
Chronicle notes.

Meanwhile, the Texas Education Agency will not release
$7.3 million alleging that the District had inflated its report on
student attendance in 2006-2007.  Mr. Williams informed the
Houston Chronicle that the District's request for state support is
meant to prevent large job cuts.

Some staff expressed concern over the financial woes of the
District, whose officials, according to Mr. Davis, have snubbed
his expense reduction suggestions, Houston Chronicle adds.

                       About North Forest

Houston, Texas-based North Forest Independent School District --
http://www.northforestschools.org/-- is located in the northeast  
section of Harris County.  The district covers some 33 square
miles and serves students in grades pre-kindergarten through
twelve.  NFISD is fully accredited by the Texas Education Agency;
it is also accredited by the Southern Association of Schools and
Colleges, a regional accreditation agency.  A predominately
African-American school system, the ethnic makeup of the district
of about 8,200 kids is 77% African American; 22% Hispanic; 0.6%
white; and 0.8% Asian.

North Forest ISD operates seven elementary schools, three middle
schools, two high schools and one career and technology school.  
The Learning Academy houses students who are unable to function
well in the traditional educational setting.  With nearly 1500 on
the payroll, the district is the largest employer in the
community.  North Forest ISD employs about 600 teachers and about
840 other staff members including secretaries and
paraprofessionals.  


NBTY INC: Earnings Slide to $46 Mil. in Qtr. Ended December 31
--------------------------------------------------------------
NBTY Inc. reported net income of $46 million for the fiscal first
quarter ended Dec. 31, 2007, compared to $51 million for the
fiscal first quarter ended Dec. 31, 2006.  

This reflects the decrease in earnings in the Direct Response/E-
Commerce division.  The company relates that it is experiencing
higher purchase prices of certain raw materials.  It is
anticipated that a portion of these cost increases will be
reflected in the prices of the company's products.

In October 2007, NBTY purchased in open market transactions
296 thousand shares of its common stock for approximately
$11 million dollars.  These shares were purchased under an
existing authorization.  NBTY anticipates continuing such
purchases on an opportunistic basis.  Based on market conditions,
these repurchases may be greater than historical repurchases.

"NBTY maintained its leadership position," Scott Rudolph, NBTY
chairman and CEO, said.  "We are confident that the initiatives we
instituted in our direct response business will be the cornerstone
for generating positive results.  We continue to enhance our
position as the global leader in the nutritional supplement
industry and take steps to best respond to cyclical changes in
industry segments and garner greater market share."

At Dec. 31, 2007, NBTY had working capital of $603 million, of
which $236 million consisted of cash and short-term investments.  
The company is committed to using its cash and leverage to
increase shareholder value through opportunistic acquisitions and
stock repurchases.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1.6 billion, total liabilities of $0.49 billion and total
shareholders' equity of $1.08 billion.

                        About NBTY Inc.

Headquartered in Bohemia, New York, NBTY Inc. (NYSE: NTY) --
http://www.NBTY.com/-- manufactures, markets and distributes    
nutritional supplements in the United States and throughout the
world.  As of Sept. 30, 2005, it operated 542 Vitamin World
and Nutrition Warehouse retail stores in the United States,
Guam, Puerto Rico, and the Virgin Islands.

                          *    *    *

NBTY Inc.'s 7-1/8% senior subordinated notes due 2015 carry
Moody's Investors Service's Ba3 rating and Standard & Poo's B+
rating.


NORTHWEST AIRLINES: Net Loss Drops to $8MM in 2007 4th Quarter
--------------------------------------------------------------
Northwest Airlines Corporation reported a net loss of
$8 million for the fourth quarter ended Dec. 31, 2007, compared to
net loss of $267 million for the same period in the previous year.

Results for the fourth quarter include a $14 million pre-tax loss
associated with the sale of its remaining equity interest in
Pinnacle Airlines.  Excluding this item, Northwest's results were
break-even for the fourth quarter of 2007.  In the fourth quarter
of 2006, Northwest reported a $267 million net loss.

Northwest reported a 2007 pre-tax profit of $764 million before
reorganization items, a 154% improvement over its 2006 pre-tax
income of $301 million before reorganization items.

"This marks our second consecutive year of profitability and the
third highest pre-tax profit in company history," Doug Steenland,
Northwest Airlines'president and chief executive officer, said.  
"Excluding reorganization items, Northwest's 2007 results improved
by $463 million over 2006 and over $2.1 billion when compared to
2005.  Our 2007 pre-tax margin of 6.1 percent is also the highest
among the network carriers.  I want to recognize the hard work of
our employees and management team for delivering these industry-
leading results."

"Our front-line employees and flight crews deserve great credit
for running a very reliable airline during the peak travel periods
in November and December, despite the significant winter weather
challenges," Mr. Steenland added.  "As a result of our employees'
efforts and commitment over the course of the year, the company
will have paid out to them $125 million in profit sharing,
performance incentives and reliability payments.  This will be the
highest employee incentives payout in company history, nearly a
175% improvement over 2006."

Northwest ended the quarter with $3 billion in unrestricted cash
and $725 million in restricted cash.  This restricted cash balance
includes $213 million placed in escrow to fund the pending
acquisition of a minority position in Midwest Airlines.
Northwest's 2006 year-end unrestricted cash was $2.1 billion.

Dave Davis, executive vice president and chief financial officer
said, "The fact that Northwest delivered full-year pre-tax income
of $764 million, and ended the year with $3 billion in
unrestricted cash despite the highest fuel prices in history,
illustrates the earnings power of the Northwest Airlines
franchise."

                       Northwest Highlights

"Northwest continues to establish itself as an industry leader
with investments in our employees, our fleet and the communities
we serve," Mr. Steenland noted.  "All of these initiatives
contribute to making Northwest a world-class airline."

   A. Employee Investments

   * Northwest accrued $22 million in profit sharing payments
     to employees for the fourth quarter and nearly $80 million
     for the full year.
    
   * Northwest also accrued $4 million in performance incentive  
     plan payouts during the quarter and $19 million for the
     full year.
    
   * Northwest will pay out $14 million as part of its fourth   
     quarter holiday reliability plan, of which $12 million was
     accrued in the fourth quarter.  Northwest had paid out
     $12 million as part of the summer reliability initiative.
    
   * Northwest made $127 million in employee pension and
     retirement plan payments in 2007.

   B. Operational Excellence

   * In November, Northwest announced its "20 Point Holiday
     Travel Reliability Plan" as part of the airline's
     commitment to provide the best possible service to our
     customers.  For example, during the peak five day
     Thanksgiving travel period, the plan helped Northwest
     achieve three 100% completion factor days with only three
     flight cancellations.

   C. New Routes

   * Northwest and its joint venture partner KLM Royal Dutch
     Airlines will inaugurate six new routes to Europe in the
     spring of 2008:

    * Portland, Oregon - Amsterdam beginning March 29
    * Minneapolis/St. Paul - London Heathrow beginning March 29
    * Dallas/Fort Worth - Amsterdam beginning March 30
    * Minneapolis/St. Paul - Paris beginning April 8
    * Detroit - London Heathrow beginning May 1
    * Seattle - London Heathrow beginning June 1

   D. Anniversary of Northwest/KLM Joint Venture

   * Northwest and its joint venture partner, KLM Royal Dutch
     Airlines, celebrated the 10th Anniversary of the joint
     venture in the fourth quarter - marking a major milestone
     for one of the most successful partnerships in the
     history of the airline industry.

   E. Fleet renewal

   * As part of its $6 billion re-fleeting program, in the
     fourth quarter, Northwest took delivery of its 32nd A330
     aircraft.  Northwest now operates the world's largest
     A330 fleet, the youngest international fleet and youngest
     transatlantic fleet of any U.S. carrier.
    
   * Northwest's regional jet fleet also grew in the fourth
     quarter with the delivery of six Bombardier CRJ-900s and
     five Embraer EMB-175s, bringing the airline\u2019s year-
     end total to 13 CRJ-900s and nine EMB-175s.
    
   * In the first quarter 2008, Northwest plans to take
     delivery of six additional CRJ-900s and eight more
     EMB-175s.
    
   * By the end of 2008, Northwest's scheduled deliveries will
     bring its regional jet fleet to 36 EMB-175s and
     36 CRJ-900s.
    
   * Northwest's 2008 flying plan includes a reduction of its
     DC9 fleet over the course of the year, with the largest
     reduction coming after the peak summer travel months.  By
     the end of 2008, Northwest intends to operate a fleet of
     68 DC9 aircraft, including 34 DC9-50s, 12 DC9-40s and
     22 DC9-30s.

   F. New Environmental Initiatives

   * In December 2007, Northwest launched its EarthCares
     environmental program with a $1 million gift on behalf of
     the airline's employees and customers to its founding
     partner, The Nature Conservancy.
    
   * Later this year, Northwest customers will have the option
     of contributing to wildlife and land conservation projects
     around Northwest's hubs in Minneapolis/St. Paul, Detroit,
     and Memphis well as China\u2019s First National Park.
     Customers will also be able to purchase carbon offset
     credits when they book their travel online.
    
   * Northwest has reduced its own carbon emissions by 25%  
     since the year 2000 through its transition to newer, more
     fuel-efficient aircraft.

Cash and cash equivalents at Dec. 31, 2007, amounted to
$2.94 billion, compared to $1.46 billion at Dec. 31, 2006.

At Dec. 31, 2007, selected balance sheet date showed total assets
$24.52 billion, total liabilities of $17.14 billion, and
total common stockholders' equity of $7.38 billion.

                   About Northwest Airlines

Northwest Airlines Corp. (NYSE: NWA) -- http://www.nwa.com/--
is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and about
1,400 daily departures.  Northwest is a member of SkyTeam, an
airline alliance that offers customers one of the world's most
extensive global networks.  Northwest and its travel partners
serve more than 1000 cities in excess of 160 countries on six
continents.  Northwest and its travel partners serve more than
1000 cities in excess of 160 countries on six continents,
including Italy, Spain, Japan, China, Venezuela and Argentina.

The company and 12 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).  Bruce R.
Zirinsky, Esq., and Gregory M. Petrick, Esq., at Cadwalader,
Wickersham & Taft LLP in New York, and Mark C. Ellenberg, Esq., at
Cadwalader, Wickersham & Taft LLP in Washington represent the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors has retained Akin Gump Strauss Hauer & Feld
LLP as its bankruptcy counsel in the Debtors' chapter 11 cases.

When the Debtors filed for bankruptcy, they listed
$14.4 billion in total assets and $17.9 billion in total debts.
On Jan. 12, 2007 the Debtors filed with the Court their
Chapter 11 Plan.  On Feb. 15, 2007, they Debtors filed an Amended
Plan & Disclosure Statement.  The Court approved the adequacy of
the Debtors' Disclosure Statement on March 26, 2007.  On May 21,
2007, the Court confirmed the Debtors' Plan.  The Plan took effect
May 31, 2007.

                        *     *     *

Moody's Investor Services placed Northwest Airlines Corp.'s long
term corporate family and probability of default ratings at 'B1'
in May 2007.  The ratings still hold to date with a stable
outlook.


PACIFIC LUMBER: BoNY Requests for Due Diligence Information
-----------------------------------------------------------
The Bank of New York Trust Company N.A., as Indenture Trustee for
the Timber Notes, asks the U.S. Bankruptcy Court for Southern
District of Texas to compel the Pacific Lumber Company and its
debtor-affiliates to provide due diligence information, including
information it previously requested.

BoNY avers that it has, over the course of the Debtors' bankruptcy
proceedings, requested both formal and informal production of
information relating to the Debtors' assets.  "The Debtors have
not complied with many of these requests," Zack A. Clement, Esq.,
at Fulbright and Jaworski L.L.P., in Houston, Texas, tells the
Court.

In order for BoNY to propose a Chapter 11 Plan of Reorganization
and Disclosure Statement that includes sufficient information by
the Court-imposed Jan. 30, 2008, deadline, BoNY needs to make
available the requested information to parties-in-interest who
anticipate providing funding or bidding on the Debtors' assets,
Mr. Clement explains.

Among the parties interested in supporting BoNY in proposing a
Chapter 11 Plan for the Debtors' cases is The Nature Conservancy,
Mr. Clement informs the Hon. Richard S. Schmidt.  He notes that
the counsel for The Nature Conservancy, to be able to participate
in the process, forwarded to counsel for the Indenture Trustee two
lists of due diligence information on Jan. 3, 2008, and asked that
the information be provided by January 9.

After subsequent requests for information from BoNY and The Nature
Conservancy, counsel for Scopac indicated that the "Debtors are
working on these requests", according to Mr. Clement.

The Debtors scheduled a tour of the Scotia mill on Jan. 11, 2008.  
Mr. Clement relates that BoNY's mill consultant, the Beck Group,
participated in the tour and asked for additional information
necessary for the analysis, including:

   (a) the company's organizational charts;

   (b) the current mill plan, schematic or diagram;

   (c) the Scotia sawmill log piece count and average diameter
       for 2005, 2006 & 2007 by species, and log sizes, DLI or
       large log, if available; and

   (d) Scotia sawmill production data, which might be volume of
       lumber cut per hour, number of hours and number of shifts
       by species if it varies.

As of Jan. 15, 2008, Mr. Clement notes, The Beck Group has
received only a partial Organizational Chart of upper and mid-
level Pacific Lumber Company management -- not the actual
organizational chart of the sawmill employees by position -- and
a one-day, apparently redacted summary of mill production.  

"The requested information is necessary for The Beck Group to
complete its evaluation work and report on the sawmill," Mr.
Clement asserts.

Moreover, because of the short notice period for the tour of the
Scotia mill, The Nature Conservancy consortium's mill consultant
was unable to attend, Mr. Clement says.  To evaluate the mill and
the timberland, one or more additional tours for co-proponents of
plans with the Indenture Trustee need to be scheduled for both
the mill and the timberlands, he adds.

                      About Pacific Lumber

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

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

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

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

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


PACIFIC LUMBER: Court Gives Final OK to MAXXAM Log Purchase Pact
----------------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas approves, on a final basis, the terms
of a log/lumber purchase agreement between the Pacific Lumber
Company and MAXXAM, under which PALCO agrees to sell to MAXXAM
redwood logs.

The Court also authorizes any sales by PALCO to Mirada Property
Company, an indirect wholly owned subsidiary of MAXXAM, in
accordance with the terms of the MAXXAM Log Purchase Agreement.

The Court directs PALCO to provide 48 hours prior notice to the
Notice Parties of all future log sales under the APA.  The Notice
will include price, quantity, product and a certification that
PALCO has paid Scotia Pacific Company LLC for all logs being
sold.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Zack A. Clement, Esq., at Fulbright and Jaworski L.L.P., in
Houston, Texas, told the Court that the Bank of New York Trust
Company, N.A., as Indenture Trustee for the Timber Notes, objects
to any sale of the redwood logs to MAXXAM until PALCO provides
sufficient evidence that Scopac, from whom the logs and lumber
which are the subject of the proposed sales were acquired, has
been fully paid for the property being transferred to MAXXAM.

                      About Pacific Lumber

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

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

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

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

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


PACIFIC LUMBER: Expects Submission of Four Competing Plans
----------------------------------------------------------
The Pacific Lumber Company anticipates the submission of four
reorganization plans in its bankruptcy case by the end of
January, according to the San Francisco Chronicle.

The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas has imposed a Jan. 30, 2008, deadline
for certain parties, including the Official Committee of Unsecured
Creditors, the Indenture Trustee for the Timber Notes, and
Marathon Structured Finance Fund L.P., to file a competing plan in
PALCO's bankruptcy case.

The Bank of New York Trust Company, N.A., as indenture trustee
for the Timber Notes, has been very vocal in supporting a counter
plan that contemplates the sale of the timberlands owned by
PALCO's subsidiary, Scotia Pacific Company LLC.

In addition, The San Francisco Chronicle reports, the Nature
Conservancy and a coalition of other environmental groups,
including the Save-the-Redwoods League and a Humboldt County
nonprofit called the Community Forestry Team, divulged their
intention to make an offer to buy the roughly 210,000 acres of
redwood and Douglas fir forests, and the company town of Scotia
that is about 250 miles north of San Francisco.

The Nature Conservancy Plan would shift 12,000 acres of old-growth
groves to state parks or publicly-owned reserves, Mike Taugher of
the Daily Review relates.  The remaining 197,000 acres will still
be available for logging, and an easement would require the
commercial acreage to be managed in an environmentally sustainable
way so as to continue to keep the Scotia mill running.

According to Mr. Taugher, details have not been finalized, and it
is unclear how much The Nature Conservancy is willing to pay of
the $750,000,000 PALCO debt.  

Nevertheless, the Nature Conservancy spokeswoman Jordan Peavey is
confident that a plan combining environmental protection and
profit will work.  "We've managed to make this work in the past,"
Ms. Peavey told the Daily Review, noting recent deals in which
the conservancy participated to buy 160,000 acres of private
forestland in the Adirondacks and 280,000 acres of forests across
11 Southern states.

In late December 2007, Marathon, PALCO's secured lender, has
solicited the support of Mendocino Redwoods Co., owned by GAP
clothing store founders Donald and Doris Fisher, for a possible
cash infusion for PALCO.  The Mendocino Plan contemplates paying
about $500 million of the $750 million in debt, the Daily Review
notes.

Another plan will be brought by unsecured creditors and would
address only a small portion of the company's debts and assets,
Mr. Taugher relates.

The remaining proposal is the one brought by PALCO itself, a plan
that has so far has not been endorsed by creditors, Mr. Taugher
notes.  PALCO's plan would effect a sale of 6,000 acres of
environmentally sensitive lands for preservation, possibly to
state or federal land agencies.

                      About Pacific Lumber

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

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

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

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

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


PATRIOT'S POINTE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Patriot's Pointe, LLC
        fka Catesland, LLC
        7900 Triad Center Drive
        Suite 200
        Greensboro, NC 27409

Bankruptcy Case No.: 08-10119

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

Chapter 11 Petition Date: January 29, 2008

Court: Middle District of North Carolina (Greensboro)

Judge: William L. Stocks

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  Ivey, McClellan, Gatton & Talcott, LLP
                  121-B South Elm Street
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Blue Ridge General Contractors, LLC                  $1,570,685
c/o A. Holt Gwyn, Esq.
Conner Gwyn Schenck, PLLC
306 East Market Street, Suite One
Greensboro, NC 27401

Kilpatrick Stockton, LLP                               $308,990
P.O. Box 945614
Atlanta, GA 30394

Orange County Tax Collector                            $286,250
P.O. Box 8181
Hillsborough, NC 27278

Falcon Management Corporation                          $170,000

BottomLine Construction Services                        $47,888

Parker Poe Adams & Bernstein, LLP                       $20,616

Time Warner Cable                                       $20,523

Occupancy Heros, Inc.                                   $20,386

Network Communications, Inc.                             $5,545

Lamar Companies                                          $5,000

Busy Beavers                                             $3,465

Triad Irrigation & Landscape Supply                      $3,091

Fishkin Associates                                       $2,945

Johnson & Knight Appraisal Services                      $2,550

Consumer Source, Inc.                                    $2,388

Waste Industries                                         $2,367

Martin's Paint Service                                   $1,690

Hill's Complete Carpet Care                              $1,646

Terminix                                                 $1,272

Quality Mulch Services                                   $1,216


PILAR HOME: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Pilar Home Developers, Inc.
             12854 Stonebrook Drive
             Davie, FL 33330  

Bankruptcy Case No.: 08-01012

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Montura Ranch Enterprises Inc.             08-01010

Type of Business: The Debtors engage in home contruction
                  business.
                  See: http://www.pilarhomes.com/

Chapter 11 Petition Date: January 28, 2008

Court: Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtors' Counsel: David Marshall Brown, Esq.
                  David Marshall Brown PA
                  33 Northeast 2nd Street, Suite 208
                  Fort Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  Fax: (954) 765-3382

Total Assets: $9,000,000

Total Debts:  $16,990,745

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
The Graham Companies                                 $286,658
6843 Main Street
Miami Lakes, FL 33014

Beatriz Djebelli-Peres                               $121,813
14806 NW 88th Avenue
Miami Lakes, FL 33018

Hare Lumber & Ready Mix Inc.                         $108,250
425 E. Haiti Avenue
Clewiston, FL 33440

Amanda Rojas                                         $90,000

A.C. Electrical Contractor Inc.                      $49,053

Ingersoll-Rand Financial Serv.                       $45,000

Antonio's Tie Beam, Inc.                             $42,248

Celida Perez                                         $40,000

Crooke Excavating & Septic                           $33,525

Cecilia Braunstein                                   $25,014

Meraz Builders Inc.                                  $24,158

Apex Air Conditioning Cont                           $23,361

Junior Cediel                                        $23,000

Crumb's Well Drilling LLC                            $22,400

Marlin Leasing Co.                                   $21,549

Trusscorp International Inc.                         $19,760

Labelle Carpet & Tile Outlet Inc.                    $18,391

J&C General Painting Inc.                            $18,391

Lazo's Tractor                                       $16,144

Andrade Plastering Inc.                              $15,900


POST PROPERTIES: Moody's Revises Outlook to Developing
------------------------------------------------------
Moody's Investors Service changed the rating outlook to developing
from positive for Post Properties, Inc. and Post Apartment Homes,
LP.  The outlook change follows the announcement that Post
Properties has initiated a process to evaluate possible business
combinations and seek proposals from interested parties, as well
as the company's statement that it had received an unsolicited
proposal from a party which includes former CEO and Chairman John
A. Williams and a division of Caisse de depot et placement du
Quebec, a Canadian bank.

"We believe Post Properties has made meaningful strides in
diversifying its portfolio while maintaining a sound balance
sheet, on the one hand," said Chris Wimmer, vice president.  "On
the other, should the company agree to be bought, most
transactions of this sort are palatable to the buyer only with
significant increases in leverage, especially secured debt.  Thus,
the revision of the ratings outlook reflects the developing nature
of the situation."

Moody's will likely return the rating outlook to positive should
Post Properties end the evaluation process without agreeing to a
transaction and evidence continues that it has been successfully
reducing exposure to Atlanta while maintaining effective leverage
below 45% of gross assets and fixed charge coverage greater than
2.4x.  Conversely, should Post Properties agree to be purchased
via a transaction whereby leverage and secured debt increase,
Moody's will likely take a negative ratings view, and would act
accordingly with a ratings review or downgrade, or both.  
Furthermore, any reversal in lowering its exposure to Atlanta or
deterioration in leverage or coverage would also pressure the
rating down.

The outlook for these ratings was revised to developing from
positive:

  -- Post Properties, Inc. -- Ba1 preferred stock; (P)Ba1
     preferred shelf.

  -- Post Apartment Homes, LP -- Baa3 senior unsecured; (P)Baa3
     senior unsecured shelf.

Post Properties (NYSE: PPS) is a REIT headquartered in Atlanta,
Georgia and owns 22,249 apartment homes in 62 communities,
including 1,747 apartment units in five communities held in
unconsolidated entities and 2,142 apartment units in seven
communities currently under construction and/or in lease-up.  The
company owns and is developing 437 for-sale condominium homes in
four communities (including 137 units in one community held in an
unconsolidated entity) and is converting apartment units in two
communities initially consisting of 349 units into for-sale
condominium homes through a taxable REIT subsidiary.


PPT VISION: Losses Cue Virchow Krause to Raise Going Concern Doubt
------------------------------------------------------------------
Minneapolis-based Virchow, Krause & Company, LLP, expressed
substantial doubt about the ability of PPT Vision Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Oct. 31, 2007.

The auditor stated that the company has incurred recurring losses
and negative cash flows from operating activities in recent years
and requires additional working capital to support future
operations,

The company posted a net loss of $1,498,000 on net revenues of
$4,978,000 for the year ended Oct. 31, 2007, as compared with a
net loss of $1,287,000 on net revenues of $5,693,000 in the prior
year.

At Oct. 31, 2007, the company's balance sheet showed $2,634,000 in
total assets, $649,000 in total liabilities and $1,985,000
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2783

                         About PPT Vision

PPT Vision, Inc. -- http://www.pptvision.com/-- designs,  
manufactures, and markets camera-based intelligent systems for
automated inspection in manufacturing applications.  The company's
products, commercially known as machine vision systems, enable
manufacturers to realize significant economic paybacks by
increasing the quality of manufactured parts and improving the
productivity of manufacturing processes.


RADIATION THERAPY: Moody's to Remove Ratings on Buyout Completion
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
RTS MergerCo, Inc. the acquisition vehicle that will be used to
complete the leveraged buyout of Radiation Therapy Services, Inc.  
Moody's also assigned a B1 to the proposed senior secured credit
facility of up to $440 million.  The outlook for the ratings is
stable.  Moody's anticipates the balance of the transaction will
be funded with new equity and either senior subordinated notes or
a senior subordinated bridge loan.

The proceeds of the proposed offerings are expected to be used to
complete the acquisition of Radiation Therapy by Vestar Capital
Partners and management for total consideration of approximately
$1.1 billion including the refinancing of approximately $300
million of existing debt.  Upon the close of the transaction, RTS
MergerCo will merge with and into Radiation Therapy, which will be
the surviving entity.  Moody's expects to withdraw the current
ratings of Radiation Therapy Services, Inc. at the close of the
transaction.

The B2 Corporate Family Rating primarily reflects the meaningful
increase in leverage and deterioration of cash flow to debt
metrics as a result of the acquisition by Vestar.  The ratings
also reflect the limited absolute scale of the company as well as
its concentration of revenues by payor and geography.  In
addition, the ratings reflect Radiation Therapy's highly
acquisitive nature which Moody's believes will limit meaningful
debt repayment over the next several years.

The ratings are supported by Radiation Therapy's competitive
position as the largest pure-play national provider of radiation
therapy to cancer patients, as well as the strong underlying
industry fundamentals.  Further, Moody's believes that Radiation
Therapy's ability to offer the latest advancements in radiation
technology should continue to drive increases in volumes as well
as price.  The ratings also reflect the company's healthy
profitability margins, although acquisitions of specialty medical
practices have contributed to some recent margin contraction.  In
addition, the ratings reflect the sizeable equity investment
contributed by Vestar.  Given the current credit market
environment, the ratings have some tolerance for moderate
deviation from anticipated interest rates.

Ratings assigned:

RTS MergerCo, Inc.

  -- $60 million senior secured revolver due 2013: B1
     (LGD3, 33%)

  -- $340 million senior secured term loan due 2014: B1
     (LGD3, 33%)

  -- $40 million senior secured delayed draw term loan due
     2014: B1 (LGD3, 33%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

The ratings outlook is stable.

These ratings will be withdrawn at the close of the transaction:

Radiation Therapy Services, Inc.

  -- $140 million senior secured revolver due 2010: B1
     (LGD3, 30%)

  -- $150 million Senior secured term loan due 2012: B1
     (LGD3, 30%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity Rating: SGL-2

All ratings are subject to Moody's review of final documentation.

Radiation Therapy is the largest owner and operator of radiation
treatment facilities in the US.  At Sept. 30, 2007, the company
operated 83 facilities offering radiation therapy alternatives to
cancer patients ranging from conventional external beam radiation
to newer, technologically advanced options.  Moody's estimates
that the company's revenues for the twelve months ended Sept. 30,
2007 were approximately $367 million.


RADIATION THERAPY: Increased Debt Leverage Cues S&P to Cut Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Fort Myers, Florida-based Radiation Therapy Services
Inc. to 'B+' from 'BB-'.  The outlook is stable.
     
"The rating action is a result of the increase in debt leverage
that will result from the company's impending acquisition by
Vestar Capital Partners,", said Standard & Poor's credit analyst
Cheryl E. Richer.  The deal is valued at about
$1.1 billion, including the assumption of debt.
     
At the same time, Standard & Poor's assigned a 'BB-' rating to the
company's $440-million secured debt financing with a recovery
rating of '2', indicating expectations of substantial (70% to 90%)
recovery in the event of a default.  In addition to the bank loan
and a contribution of sponsor common equity, the transaction will
be financed with $175 million of either senior subordinated notes
or a senior bridge facility.   
     
The ratings on Radiation Therapy, an outpatient radiation oncology
services provider, reflect the competitive and fragmented oncology
market, some geographic concentration risk, and the company's
acquisitiveness, as well as its high debt leverage, which will
increase as a result of its acquisition
by Vestar.  While there is good visibility on reimbursement
through 2011, reimbursement remains an ongoing exposure.  These
risks are somewhat offset by the essential services the company
provides, favorable demographics, and dominant positions in the
markets it serves.


RAINIER CBO: Notes Redemption Prompts S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-4C, B-1L, B-1P, and B-2 notes issued by Rainier CBO I
Ltd., a high-yield collateralized bond obligation transaction
originated on July 18, 2000.
     
The rating withdrawals reflect the redemption of the A-4C, B-1L,
B-1P, and B-2 notes following a clean-up call pursuant to section
9.3 of the indenture resulting in the complete paydown of all
classes.  


                        Ratings Withdrawn
   
                        Rainier CBO I Ltd.

                        Rating                Balance
                        ------
   Class            To         From    Original     Current
   -----            --         ----    --------     -------
   A-4C             NR         AAA   $35,000,000     0.00
   B-1L             NR         A-    $13,000,000     0.00
   B-1P             NR         BBB+   $8,020,000     0.00
   B-2              NR         BB+    $8,000,000     0.00


                        NR -- Not rated.


ROCK-TENN: Moody's Confirms Ba2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service confirmed Rock-Tenn's Ba2 corporate
family rating and the Ba3 rating on the company's existing senior
notes.  At the same time Moody's assigned a Ba2 rating to Rock-
Tenn's new $1 billion senior secured credit facilities and a Ba3
rating to the company's new $400 million senior unsecured notes.  
Proceeds from the new debt offerings will be used to fund, in
part, the acquisition of Southern Container Corp. and retire the
company's existing senior secured credit facilities.  The rating
confirmation concludes a review initiated on January 11 following
the company's announcement that it had signed a definitive
agreement to acquire Southern Container for $851 in cash and $142
million in assumed debt.   outhern Container is a private company
that generated approximately $144 million of proforma EBITDA in
2007 (for the 52 weeks ending Sept 8, 2007) from a low-cost
recycled containerboard mill in Syracuse, New York and a
corrugated box plant system in the Northeast and Mid-Atlantic
states.  Rock-Tenn has received Federal antitrust approval and the
transaction is expected to close in March, 2008.  The rating
outlook is negative.

The ratings reflect the company's low cost vertically integrated
asset base and the expectation of strong operating and financial
performance after the acquisition of Southern Container.  With the
substantial increase in debt load, Rock-Tenn will produce
significantly weaker leverage, coverage and cash flow protection
metrics over the next two to three years.  While Southern
Container's higher margins and more stable revenue and cash flow
streams should help Rock Tenn's return and volatility measures,
these benefits are largely offset by the diminished financial
flexibility and heightened risks associated with company's more
levered financial position.   Despite the enhanced presence in the
corrugated packaging space, the company will remain predominately
focused on the paper packaging industry segment.

The negative ratings outlook reflects the company's significantly
increased debt position and the concern over the impact of a
potential protracted slowdown in the US economy on the company's
future operating performance.  The outlook also reflects the
continued upward pressure on recycled fiber, energy, and chemical
costs, during an anticipated flattening pricing environment that
may erode the company's ability to de-lever within its projected
time frame.

Outlook Actions:

  -- Changed to Negative from RURD

Ratings Confirmed:

  -- Corporate Family Rating Ba2
  -- Probability of Default Rating Ba2
  -- $250 million 8.20% Senior Unsecured Notes due 2011, Ba3

  -- $100 million 5.625% Senior Unsecured Notes due 2013, Ba3

Ratings Assigned:

  -- $450 million Secured Credit Facility due 2013, Ba2
     (LGD3, 45%)

  -- $350 million Secured Term Loan A due 2014, Ba2 (LGD3, 45%)

  -- $200 million Secured Term Loan B due 2015, Ba2 (LGD3, 45%)

  -- $400 million Gtd. Senior Unsecured Notes due 2016, Ba3
     (LGD4, 67%)

Upgrades:

  -- $250 million 8.20% Senior Unsecured Notes due 2011,
     upgraded to LGD4, 63% from LGD 4, 67%

  -- $100 million 5.625% Senior Unsecured Notes due 2013,
     upgraded to LGD4, 63% from LGD 4, 67%

Headquartered in Norcross, Georgia, Rock-Tenn is a manufacturer of
packaging products, merchandising displays and bleached and
recycled paperboard and had net sales of approximately
$2.3 billion in 2007.


RTS MERGERCO: Moody's Puts Corporate Family Rating at B2
--------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
RTS MergerCo, Inc. the acquisition vehicle that will be used to
complete the leveraged buyout of Radiation Therapy Services, Inc.  
Moody's also assigned a B1 to the proposed senior secured credit
facility of up to $440 million.  The outlook for the ratings is
stable.  Moody's anticipates the balance of the transaction will
be funded with new equity and either senior subordinated notes or
a senior subordinated bridge loan.

The proceeds of the proposed offerings are expected to be used to
complete the acquisition of Radiation Therapy by Vestar Capital
Partners and management for total consideration of approximately
$1.1 billion including the refinancing of approximately $300
million of existing debt.  Upon the close of the transaction, RTS
MergerCo will merge with and into Radiation Therapy, which will be
the surviving entity.  Moody's expects to withdraw the current
ratings of Radiation Therapy Services, Inc. at the close of the
transaction.

The B2 Corporate Family Rating primarily reflects the meaningful
increase in leverage and deterioration of cash flow to debt
metrics as a result of the acquisition by Vestar.  The ratings
also reflect the limited absolute scale of the company as well as
its concentration of revenues by payor and geography.  In
addition, the ratings reflect Radiation Therapy's highly
acquisitive nature which Moody's believes will limit meaningful
debt repayment over the next several years.

The ratings are supported by Radiation Therapy's competitive
position as the largest pure-play national provider of radiation
therapy to cancer patients, as well as the strong underlying
industry fundamentals.  Further, Moody's believes that Radiation
Therapy's ability to offer the latest advancements in radiation
technology should continue to drive increases in volumes as well
as price.  The ratings also reflect the company's healthy
profitability margins, although acquisitions of specialty medical
practices have contributed to some recent margin contraction.  In
addition, the ratings reflect the sizeable equity investment
contributed by Vestar.  Given the current credit market
environment, the ratings have some tolerance for moderate
deviation from anticipated interest rates.

Ratings assigned:

RTS MergerCo, Inc.

  -- $60 million senior secured revolver due 2013: B1
     (LGD3, 33%)

  -- $340 million senior secured term loan due 2014: B1
     (LGD3, 33%)

  -- $40 million senior secured delayed draw term loan due
     2014: B1 (LGD3, 33%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

The ratings outlook is stable.

These ratings will be withdrawn at the close of the transaction:

Radiation Therapy Services, Inc.

  -- $140 million senior secured revolver due 2010: B1
     (LGD3, 30%)

  -- $150 million Senior secured term loan due 2012: B1
     (LGD3, 30%)

  -- Corporate Family Rating, B1

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity Rating: SGL-2

All ratings are subject to Moody's review of final documentation.

Radiation Therapy is the largest owner and operator of radiation
treatment facilities in the US.  At Sept. 30, 2007, the company
operated 83 facilities offering radiation therapy alternatives to
cancer patients ranging from conventional external beam radiation
to newer, technologically advanced options.  Moody's estimates
that the company's revenues for the twelve months ended Sept. 30,
2007 were approximately $367 million.


SALANDER-O'REILLY: Intends to Sell 35,000 Art Books Worth $4 Mil.
-----------------------------------------------------------------
Salander-O'Reilly Galleries LLC is planning to sell a collection
of 35,000 antique art books, Philip Boroff of Bloomberg News
reports.

Lawrence Salander's collection of books, chronicling about artists
and art history, is worth more than $4 million, chief
restructuring officer Joseph Sarachek told Bloomberg.

Salander also agreed to transfer 231 art works from his residences
to the gallery or at a warehouse.  As reported in the Troubled
Company Reporter on Jan. 23, 2008, Sarachek picked out the art
works from Mr. Salander's Manhattan and country residences he
believes is owned by the gallery.

                     About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SALLY CAPP: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Sally S. Capp
        1896 Mapledale Road
        Elizabethtown, PA 17022

Bankruptcy Case No.: 08-00263

Chapter 11 Petition Date: January 29, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Debtor's Counsel: Craig A. Diehl, Esq.
                  Law Offices of Craig S. Diehl
                  3464 Trindle Road
                  Camp Hill, PA 17011-4436
                  Tel: (717) 763-7613
                  Fax: (717) 763-8293

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


SIX FLAGS: To Cut Expenses by $60 Million Under 2008 Plan
---------------------------------------------------------
Six Flags Inc. stated in its presentation filed with the
Securities and Exchange Commission a 2008 plan focused on cutting
off expenses and sale of inefficient assets.  The major highlights
of the 2008 expense reduction plan are:

   -- reduce cash Operating Expenses (excluding cost of sales) by
      $50 million to $60 million;

   -- approximately $25 million to $30 million of reductions
      are marketing-related;

   -- moving from 3 to 2 advertising agencies;

   -- less radio, more on-line spending (where the teens are);

   -- concentrating spending into Spring and early Summer Season;

   -- approximately $25 million to $30 million of reductions are
      operationally-related;

   -- reduced full-time headcount primarily through an Early
      Retirement Program;

   -- labor savings through rollout of its "real-time" Seasonal
      Labor Tracking System; and

   -- cost savings associated with the removal of inefficient
      rides and attractions.

According to the company, its 20 theme parks are visited by about
25 million visitors annually.  It has another theme park in New
Orleans, which will not be opened this year.  Six Flags appeals to
a broad demographic, with 75% of our customers within 100 miles of
its parks.

The company's 2008 key initiatives include drive attendance,
diversify revenue and control costs; create a thrilling capital
program that includes 8 coasters in 8 parks; have a more
efficient, targeted marketing plan; sustain continued growth in
per capita spending; reap full year benefit of dick clark
productions investment and Discovery Kingdom acquisition; grow
high margin sponsorship and licensing revenue streams; and yield
substantial productivity and cost efficiencies.

According to W. Scott Bailey of the San Antonio Business Journal,
chief executive officer Mark Shapiro will head the cost reduction
effort.

A full-text copy of the presentation is available in pdf format
at: http://ResearchArchives.com/t/s?278b

                   Dennis Speigel is Skeptical

Meanwhile, San Antonio Business Journal relates that Mr. Shapiro,
which formerly worked at Walt Disney, could not pull things
through at Six Flags, which owe about $2 billion.

According to Dennis Speigel, International Theme Park Services
Inc. president Six Flags' "debt load is a major issue" and told
Business Journal that the company will still suffer even if Walt
Disney were to operate it.

             Comment on Foreclosure of Six Flags Mall

On the other hand, Six Flags Inc. issued a statement on Jan 25,
2008, to clarify that recent news reports of a foreclosure related
to land underlying the site of the Six Flags Mall in Arlington,
Texas is completely unrelated to Six Flags Inc. and its
affiliates.  Six Flags believes that the Mall acquired common law
rights to use the name based on an oral arrangement dating back
many years ago.

                         About Six Flags

Headquartered in New York City, Six Flags Inc. (NYSE: SIX) --
http://www.sixflags.com/-- is the world's largest regional theme  
park company with 21 parks across the United States, Mexico and
Canada.  Founded in 1961, Six Flags has provided world class
entertainment for millions of families with cutting edge, record-
shattering roller coasters and appointment programming with events
like the popular Thursday and Sunday Night Concert Series.  Now 47
years strong, Six Flags is recognized as the preeminent thrill
innovator while reaching to all demographics -- families, teens,
tweens and thrill seekers alike -- with themed attractions based
on the Looney Tunes characters, the Justice League of America,
skateboarding legend Tony Hawk, The Wiggles and Thomas the Tank
Engine.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 13, 2007,
Moody's Investors Service downgraded the corporate family rating
for Six Flags Inc. to Caa1 from B3 and its probability of default
rating to Caa1 from B3.  Six Flags did not demonstrate meaningful
progress in improving operational trends during the 2007 operating
season, and recent results suggest an inability to grow into the
capital structure.

Moody's considers the Caa1 corporate family rating more
appropriate based on its unsustainable capital structure and
anticipates that Six Flags will continue to consume cash in 2008,
as it has each year since 2004.  The outlook is stable.


SPORTSSTUFF INC: Taps Blackwell Sanders as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nebraska has granted
SportsStuff Inc. authority to employ Blackwell Sanders LLP as its
bankruptcy counsel.

As bankruptcy counsel, Mr. Ginn and Blackwell Sanders will:

  a) give the Debtor legal advice with respect to its powers and
     duties as debtor-in-possession and in the continued operation
     of its business and in the management and reorganization of
     its affairs;

  b) prepare, on behalf of the Debtor, necessary legal documents;

  c) prepare and file a plan of reorganization and accompanying
     Disclosure Statement for and on behalf of the Debtor; and

  d) perform all other legal services for the Debtor as may be
     reasonably requested by Debtor and as are reasonable
     necessary herein.

Robert V. Ginn, Esq., a partner at Blackwell Sanders, tells the
Court that the firm's professionals bill $105 to $320 per hour.

Mr. Ginn assured the Court that the firm has no connection with
the Debtor, its creditors or any other party in interest, and that
the firm represents no interest adverse to the Debtor or its
estate.

                      About SportsStuff Inc.

Headquartered in Omaha, Nebraska, SportsStuff Inc. --
http://www.sportsstuff.com/--  offers sports accessories.  The  
company filed for Chapter 11 protection on Dec. 31, 2007 (Bankr.
D. Neb. Case No. 07-82643).  When the Debtor filed for protection
from their creditors, it listed assets and debts between
$1 million and $100 million.


SPORTSSTUFF INC: Taps Fraser Stryker as Special Litigation Counsel
------------------------------------------------------------------
SportsStuff Inc. asks the U.S. Bankruptcy Court for the District
of Nevada for authority to employ Fraser Stryker PC LLO as its
special litigation counsel.

The Debtor selected Fraser Stryker because of the firm's
considerable experience in Debtor's business and litigation
involving Debtor and because it believes that the firm is well
qualified to represent is as special litigation counsel.

As special litigation counsel, Fraser Stryker will:

  a) give Debtor legal advice with respect to its duties and
     obligations as a party to any litigation, mediation,
     arbitration, or related proceedings;

  b) advise Debtor in the conduct of its ongoing business
     operations; and

  c) perform all other legal services for Debtor as may be
     reasonably requested by Debtor and as are reasonably
     necessary to their representation of the Debtor as special
     litigation counsel.

David C. Mullin, a partner in the firm of Fraser Stryker, tells
the Court that the firm's professionals bill $200 to $290 per hour
for their services.

Mr. Mullin assures the Court that the firm currently represents no
interest adverse to the Debtor or its estate.

                      About SportsStuff Inc.

Headquartered in Omaha, Nebraska, SportsStuff Inc. --
http://www.sportsstuff.com/-- offers sports accessories.  The  
company filed for Chapter 11 protection on Dec. 31, 2007 (Bank. D.
Neb. Case No. 07-82643).  Robert V. Ginn, Esq., at Blackwell
Sanders Peper Martin LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
their creditors, it listed assets and debts between $1 million and
$100 million.


SPORTSSTUFF INC: U.S. Trustee Appoints Six-Member Creditors Panel
-----------------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 13, appointed six
creditors to serve on the Official Committee of Unsecured
Creditors in SportsStuff Inc.'s Chapter 11 case.

The Creditors Committee members are:

     a) Blake Hansen
        Attn: David E. Bernsen, Attorney
        490 Park Street, Suite 210
        Beaumont, TX 77704
        Tel: (409) 832-1957
        Fax: (409) 832-2211
        
     b) Jacqueline Buttigieg
        Attn: David E. Bernsen, Attorney
        490 Park Street, Suite 210
        Beaumont, TX 77704
        Tel: (409) 832-1957
        Fax: (409) 832-2211

     c) Clint Wilen
        Attn: David E. Bernsen, Attorney
        490 Park Street, Suite 210
        Beaumont, TX 77704
        Tel: (409) 832-1957
        Fax: (409) 832-2211

     d) David Mattingly
        Attn: David E. Bernsen, Attorney
        490 Park Street, Suite 210
        Beaumont, TX 77704
        Tel: (409) 832-1957
        Fax: (409) 832-2211

     e) Jay Phillips
        Attn: David E. Bernsen, Attorney
        490 Park Street, Suite 210
        Beaumont, TX 77704
        Tel: (409) 832-1957
        Fax: (409) 832-2211

     f) Henry Kormos
        Attn: Bret A. Schnitzer, Attorney
        3334 Fort Street
        Lincoln Park, MI 48146
        Tel: (313) 389-2234
        Fax: (313) 389-2335

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

                      About SportsStuff Inc.

Headquartered in Omaha, Nebraska, SportsStuff Inc. --
http://www.sportsstuff.com/-- offers sports accessories.  The  
company filed for Chapter 11 protection on Dec. 31, 2007 (Bank. D.
Neb. Case No. 07-82643).  Robert V. Ginn, Esq., at Blackwell
Sanders Peper Martin LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
their creditors, it listed assets and debts between $1 million and
$100 million.


STEEL DYNAMICS: Earnings Drop to $98 Mil. in Qtr. Ended Dec. 31
---------------------------------------------------------------
Steel Dynamics Inc. reported fourth quarter and full-year results
for 2007.

During the fourth quarter of 2007, net income was $98 million, in
comparison to $105 million in the fourth quarter of 2006 and to
$101 million in the third quarter of 2007.

2007 net income was $395 million, approximately the same as 2006's
net income of $397 million.  

The primary driver for the quarter's increase in net sales was the
Oct. 26, 2007, acquisition of OmniSource Corporation.

Consolidated shipments increased 32% to 6.2 million tons of steel,
fabricated steel, and ferrous and non-ferrous scrap resources.

"Our 2007 results are indicative of our success as it relates to
diversification and growth strategies," Keith Busse, chairman and
CEO, said.  "In a year when flat-rolled steel, the largest market
segment in the U.S. steel industry, struggled, we experienced
record consolidated results."  

"Our strategy to diversify from the flat-roll steel business that
we started in the mid-1990s into a multi-product steel producer
has resulted in five steelmaking operations, plus related steel
processing, fabricating, scrap, and virgin-iron resource
operations," Mr. Busse added.

Our steelmaking operations each produce distinct steel products
that permit us to serve a variety of end markets," Mr. Busse
continued.  "During 2007, while our shipments of flat-rolled sheet
declined 2%, our structural steel volume increased 15% and
shipments of engineered bars increased 9%, netting a 45 year-over-
year increase in steel shipments from our three Indiana mills that
were owned and operated throughout 2006 and 2007.  Total steel
shipments, including acquired steelmaking operations, grew to 5.6
million tons in 2007, a 17% increase over 2006.

"Also contributing to SDI's revenue growth were three noteworthy
acquisitions in 2007: OmniSource Corporation (October 2007), The
Techs (July 2007), and Elizabethton Iron (April 2007).  The
integration of these operations is proceeding well, and the
company anticipates further efficiencies to be realized throughout
2008."

At Dec. 31, 2007, the company's balance sheets showed total assets
of $4.52 billion, total liabilities $2.99 billion and total
shareholders' equity of $1.53 billion

                        Share Repurchase

During 2007, the company continued its share repurchase program.  
A total of 12.6 million shares were repurchased in 2007 at a cost
of $534 million.  A total of 2.1 million shares were repurchased
in the fourth quarter.  At Dec. 31, 2007, an additional 3 million
shares remained authorized for repurchase, and the company had
approximately 95.2 million shares of common stock outstanding.

                     About Steel Dynamics

Headquartered in Fort Wayne, Indiana, Steel Dynamics Inc. (Nasdaq:
STLD) -- http://www.steeldynamics.com/-- produces a broad array  
of high-quality flat-rolled, structural and bar steels at its
three Indiana steel mini-mills and steel-processing operations.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 8, 2007,
Moody's Investors Service assigned a Ba2 rating to Steel Dynamics
Inc's $500 million senior unsecured guaranteed debt issuance.

At the same time, Moody's affirmed SDI's Ba1 corporate family
rating, its Ba1 probability of default rating, the Ba2 rating on
its existing guaranteed senior unsecured bonds and debentures and
the Ba2 rating on its convertible subordinated notes.  The rating
outlook is stable.


SUMMIT GLOBAL: Files for Chapter 11 Protection in New Jersey
------------------------------------------------------------
Summit Global Logistics Inc. and certain of its subsidiaries
voluntarily filed petitions for Chapter 11 protection in the U.S.
Bankruptcy Court for the District of New Jersey in order to
facilitate a financial restructuring pursuant to which the assets
of Summit Global and those of its operating subsidiaries,
including TUG USA and FMI International, would be acquired by
TriDec Acquisition Co. Inc., a company that is expected to be
owned as of the closing by certain founders of Summit's operating
companies, members of senior management and the company's existing
senior secured lenders.  Under the restructuring plan Summit
Global is to receive interim financing from its existing senior
secured lenders.

Consummation of the proposed restructuring transaction is subject
to approval of the Bankruptcy Court.

The company intends to continue to operate its facilities and
offices in the ordinary course of business through the transaction
process.  Principals of the acquiring entity will include certain
members of management, who are providing new capital in connection
with the transaction.  Summit will use a portion of the financing
to increase working capital.  Upon completion of the transaction,
the business is expected to have substantially less debt and the
restructured company will not be a public company.

"After several months of working with our senior secured lenders,
we have reached an agreement that we believe will make Summit a
much stronger company," Robert A. Agresti, president and chief
executive officer, Summit Global Logistics, said.  "After a
careful review of our strategic options, we concluded that the
proposed restructuring would lay a strong foundation for the
future growth of the company while also ensuring management
continuity, providing a revolving credit facility and reducing our
overall debt."

"Summit's top priority is serving our valued customers," Mr.
Agresti continued.  "We expect 'business as usual' in all of the
regions where we do business, notably China, Hong Kong, and other
parts of Southeast Asia, the U.S., Eastern Mediterranean, the
Middle East, India and Russia.  In the past year, Summit has
helped numerous importers and exporters around the world with
their logistics needs.  Our customers rely on us for logistical
support from point of manufacture to point of delivery, and the
transaction will allow us to continue serving them with the same
high levels of consistency and reliability that they have grown to
expect from Summit Global."

Summit's existing senior secured lenders continue to be supportive
of the company's business model as well as the management team
that is currently in place.

                 About Summit Global Logistics

Based in East Rutherford, New Jersey, Summit Global Logistics Inc.
(OTCBB: SGLT) -- http://www.summitgl.com/-- offers a network of  
strategic logistics services, such as non-vessel operating common
carrier ocean services, overseas consolidation, air freight
forwarding, warehousing & distribution, cross-dock, transload,
customs brokerage and trucking.  The company is a third party
logistics company providing a full suite of supply chain
management services in the United States, Asia (including China,
Taiwan, Thailand and Vietnam), Russia, the Commonwealth of
Independent States, Eastern Mediterranean, the Middle East and
India.  The company operates both contract logistics and freight
forwarding/NVOCC operations in approximately 25 key transportation
hubs across the globe.


SUMMIT GLOBAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Summit Global Logistics, Inc.
             fdba Aerobic Creations, Inc.
             One Meadowlands Plaza, 11th Floor
             East Rutherford, NJ 07073
             Tel: (201) 806-3700

Bankruptcy Case No.: 08-11566

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Summit Global Logistics, Inc.              08-11566
        AmeRussia Shipping Co., Inc.               08-11568
        A.M.R. Investments, Inc.                   08-11573
        Clare Freight Los Angeles, Inc.            08-11574
        Fashion Marketing, Inc.                    08-11577
        F.M.I. Express Corp.                       08-11579
        F.M.I. Holdco I, L.L.C.                    08-11580
        F.M.I. International Corp.                 08-11581
        F.M.I. International Corp. (West)          08-11584
        F.M.I. International L.L.C.                08-11588
        F.M.I. Trucking, Inc.                      08-11591
        Freight Management, L.L.C.                 08-11593
        Maritime Logistics U.S. Holdings, Inc.     08-11595
        SeaMaster Logistics, Inc.                  08-11597
        Summit Logistics International, Inc.       08-11599
        T.U.G. New York, Inc.                      08-11600
        T.U.G. U.S.A., Inc.                        08-11601

Type of Business: The Debtors offer a network of strategic
                  logistics services, such as non-vessel operating
                  common carrier ocean services, overseas
                  consolidation, air freight forwarding,
                  warehousing & distribution, cross-dock,
                  transload, customs brokerage and trucking.  See
                  http://www.summitgl.com/

Chapter 11 Petition Date: January 30, 2008

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtors' Counsel: Kenneth Rosen, Esq.
                  Lowenstein Sandler, P.C.
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500

Summit Global Logistics, Inc's Financial Condition:

Estimated Assets: $50 Million to $100 Million

Estimated Debts: $100 Million to $500 Million

Debtors' Consolidated 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Maersk                         accounts payable      $2,798,879
Attention: Manager
6000 Carnegie Boulevard
Charlotte, NC 28209

First Insurance Funding Corp.  insurance premium     $1,632,533
Attention: John Lafakis
Krauter & Co., L.L.C.
1211 Avenue of the Americas
New York, NY 10036

Port L.A. Distribution II,     real estate lessor    $596,034
L.P.
Attention: Stacey Johnson
Overton Moore Properties
19300 South Hamilton Avenue,
Suite 200
Gardena, CA 90248

Alvarez & Marsal               accounts payable      $468,993
Attention: David Walsh
600 Lexington Avenue
New York, NY 10022

Mitsui O.S.K. Lines            accounts payable      $408,457
Attention: Frank Costa
160 Fieldcrest Avenue
Edison, NJ 08837

Ace American Insurance Co.     insurance premium     $314,451
Attention: John Lafakis
Krauter & Co., L.L.C.
1211 Avenue of the Americas
New York, NY 10036

Fort Pitt Consolidators, Inc.  accounts payable      $314,693
Attention: Manager
200 Jones Street
Verona, NJ 15147

Staffing Systems, Inc.         accounts payable      $253,221
Attention: Manager
3780 Kilroy Way, Suite 200
Long Beach, CA 90806

Aetna                          insurance premium     $250,000
Attention: Judith C. Turgeon
151 Farmington Avenue
Hartford, CT 06156

U.S. Customs & Border          U.S. government       $218,195
Protection

Pilot Travel Centers           accounts payable      $200,217

A.M.B. Alliance Fund           real estate lessor    $161,613

Blue Moon Logistics P.V.T.,    accounts payable      $127,345
Ltd.

Kesco Container Line           accounts payable      $125,725

Hyundai Merchant Marine        accounts payable      $120,322

Sigma Capital Associates       note                  $120,143

Command Financial Press        accounts payable      $102,983

C.D.W. Computer Centers, Inc.  accounts payable      $97,545

Select Remedy                  accounts payable      $91,325

Matterborn Offshore Fund       note                  $89,458


SUPERCLICK INC: Bedinger & Co Expresses Going Concern Doubt
-----------------------------------------------------------
Bedinger & Company in Concord, Calif., raised substantial doubt
about the ability of Superclick Inc., 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 an accumulated
capital deficit and significant debt

The company posted a net income of $817,407 on net revenue of
$4,782,703 for the year ended Oct. 31, 2007, as compared with a
net loss of $2,399,604 on net revenue of $3,946,311 in the prior
year.

At Oct. 31, 2007, the company's balance sheet showed $2,192,628 in
total assets and $3,863,572 in total liabilities, resulting in
$1,670,944 stockholders' deficit.  

The company's consolidated balance sheet at Oct. 31, 2007, also
showed strained liquidity with $1,870,651 in total current assets
available to pay $3,842,792 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?2787

                       About Superclick Inc.

Headquartered in Montreal, Quebec, Superclick Inc., (OTC BB:
SPCK.OB) -- http://www.superclick.com/-- through its wholly   
owned, Montreal-based subsidiary Superclick Networks Inc.,   
develops, manufactures, markets and supports the Superclick
Internet Management System, Monitoring and Management Application
and Media Distribution System in worldwide hospitality, conference
center and event, multi-tenant unit and university markets.  
Current clients include MTU residences and Candlewood Suites,
Crowne Plaza, Fairmont Hotels, Four Points by Sheraton,  
InterContinental Hotels Group PLC, Hilton, Holiday Inn, Holiday
Inn Express, Hampton Inn, Marriott, Novotel, Radisson, Sheraton,
Westin and Wyndham hotels in Canada, the Caribbean and the United
States.


TEKNI-PLEX INC: Inks Forbearance Pact with Senior Notes Holders
---------------------------------------------------------------
Tekni-Plex, Inc. has entered into a Forbearance Agreement with
entities who have represented that they hold more than 91% of the
Company's 12.75% Senior Subordinated Notes Due 2010 and more than
67% of its 8.75% Senior Secured Notes due 2013.

The Forbearance Agreement provides for the noteholders to
forbear from exercising rights and remedies in connection with
the Dec. 17, 2007, default under the subordinated indenture, which
will allow Tekni-Plex the opportunity to continue to pursue a
restructuring of its balance sheet that will better support its
long-term objectives.

As previously reported, Tekni-Plex did not make the $20.5 million
interest payment due on December 17, 2007 under the subordinated
indenture for the 12.75% Senior Subordinated Notes Due 2010.

Tekni-Plex previously reached agreement with Citibank N.A.,
the agent bank for its revolving credit facility, and with the
requisite lenders under that facility, on a waiver that provides
the Company more time and flexibility to pursue its balance sheet
restructuring.  The waiver provides the Company with continued
access to its $75 million revolving credit facility from Citibank.

Dr. F. Patrick Smith, Chairman, Chief Executive Officer and
President of Tekni-Plex, said: "We are pleased to reach this
forbearance agreement with the noteholders, which provides
additional time and flexibility as we seek to develop a more
appropriate capital structure for the Company.  We continue
to focus on maintaining the Company's near-term liquidity and
strengthening its financial performance, while continuing to
provide our customers around the world with a wide range of
high quality products and services."

                        About Tekni-Plex

Headquartered in Coppell, Texas, Tekni-Plex Inc. --
http://www.tekni-plex.com/-- manufactures packaging, packaging   
products and materials as well as tubing products.

                           *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex, Inc. to Caa3 from Caa1.  The downgrade of the
corporate family rating reflects the company's failure to pay
interest on its 12-3/4% senior subordinated notes due 2010,
continued deterioration of credit metrics, high leverage, and
poor liquidity.  On Dec. 17, 2007 the company announced that it
had failed to make the $20.5 million interest payment due on its
12-3/4% senior subordinated notes due 2010.


TOUSA INC: Wants Court Nod to Secure $650 Million DIP Financing
---------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to obtain up
to $650 million of debtor-in-possession financing from financial
institutions led by Citigroup Global Markets Inc. as sole lead
arranger and bookrunner; Citicorp North America, Inc., as
administrative agent; and the banks, financial institutions and
other lender parties.

The Debtors ask the Court to approve their DIP Credit Agreement
with CGMI and the DIP lenders dated Jan. 29, 2008.

Specifically, the DIP Credit Agreement provides for a first
priority and priming secured revolving credit commitment of up to
$130 million, which will be made available after entry of an
interim DIP Order.

The loan proceeds will be used to:

   (a) pay fees and expenses related to the DIP Financing;

   (b) support the working capital and general corporate
       purposes of the Debtors; and

   (c) make any other payments permitted to be made by the
       Court, the DIP Orders, or any other order of the Court
       to the extent not prohibited by the DIP credit agreement
       or otherwise consented to by the DIP lenders.

At present, Tommy L. McAden, executive vice president and chief
financial officer of TOUSA Inc., relates, the DIP lenders have
agreed to extend to the Debtors financing of up to
$135 million.

TOUSA Inc. said that CGMI has agreed to provide the company with
up to $150 million in DIP financing.

"The DIP Financing is expandable if CGMI is successful in
soliciting a $650 million first priority and priming secured
credit facility at least two business days prior to the Final
Hearing at the election of the first priority lenders,"
Mr. McAden explains.

If the roll-up event occurs, the increased DIP financing will be
used to refinance the existing first lien indebtedness, subject to
the express preservation of claims or causes of action that can be
brought during a specified period by a creditors' committee or
third party with respect to the prepetition claims of the existing
first lien lenders.  TOUSA is party to a $200 million first lien
secured term loan with Citicorp North America Inc.

After the roll-up event, the Debtors will continue to have up
to $130 million of revolving credit availability for postpetition
operations, well as a subfacility for the issuance of additional
letters of credit.

Mr. McAden says CGMI provides the most advantageous and flexible
DIP financing terms to the Debtors' estates.  As compared to the
other DIP financing proposal that the Debtors received, the fees
to be charged by CGMI were approximately $15 million to $25
million less than the other alternatives.

Absent access to the working capital financing that will be
available under the proposed DIP Credit Agreement on an interim
and final basis, the Debtors will be unable to maintain business
relationships with vendors, suppliers and customers, pay
employees, and satisfy other working capital and operational
needs, Mr. McAden asserts.

A summary of expected cash flows and disbursements with respect
to use of the DIP Financing will be provided to the Court prior
to the hearing on the Interim Order, Mr. McAden tells the Court.

                            DIP Terms

The DIP Credit Agreement provides for a total commitment of up to
$650 million consisting of:

   (a) a $130 million interim/permanent commitment, in the form
       of revolving credit loans and letters of credit; and

   (b) a $650,000,000 roll-up commitment made up of:

       -- a term loan tranche equal to $650 million multiplied
          by the term loan percentage of the first priority
          secured facilities;

       -- a letter of credit term loan tranche equal to the
          stated amount of outstanding letters of credit under
          the first priority revolver as of the roll- up date;
          and

       -- a revolving credit tranche equal to $650 million
          minus the sum of the amounts of (i) the term loan
          tranche plus (ii) the letter of credit term loan
          tranche.

The facilities will mature on the earliest to occur of:

   (i) the date of the substantial consummation of a confirmed    
       Reorganization Plan in the Chapter 11 cases;

  (ii) the scheduled termination date, which refers to:

       -- the date that is 60 days after the Interim Order is
          entered by the Bankruptcy Court, if the roll-up event
          does not occur and the final order is not entered by
          the Bankruptcy Court within 60 days after the interim
          order is entered;

       -- Dec. 31, 2008, if the roll-up event does not occur
          and the final order is entered with respect to the
          interim/permanent commitment within 60 days after the
          interim order is entered; or

       -- Dec. 31, 2008, if the roll-up date occurs;

(iii) the date of the termination of the revolving credit
       commitments and letter of credit term loan commitments
       pursuant to optional prepayment or reduction of the
       loans in whole or in part; or

  (iv) the date on which the obligations become due and payable
       pursuant to acceleration.

All letters of credit issued under the Revolving Credit
Commitment will be issued by Citibank N.A., and will have an
expiry date of no later than the earlier of (i) one year from the
date of issuance or (ii) 15 days prior to the scheduled
termination date.  The Debtors will pay to the issuer a 0.25%
issuance fee and to the lenders a letter of credit fee equal to
5.25% of the aggregate outstanding stated amount of each letter
of credit, payable monthly in arrears.

The Debtors may elect that the loans comprising each borrowing
bear interest at a rate per annum equal to (i) the base rate plus
the applicable margin, or (ii) the eurodollar rate -- subject to a
floor of 3.25% -- plus the Applicable Margin:

      (i) at the Base Rate plus 4.25% per annum; or
     (ii) at the reserve adjusted Eurodollar Rate plus 5.25%
          per annum.

If any event of default occurs and is continuing under the DIP
facility, then the borrowers will pay interest on overdue amounts
at a per annum rate 2% greater than the rate of interest
specified.

Interest on each base rate loan will be payable in arrears on the
last day of each calendar month, upon prepayment, and at
maturity.  Interest on Eurodollar Rate Loans will be payable in
arrears on the last day of each monthly interest period, upon the
prepayment thereof, and at maturity.

The Debtors seek the Court's approval to pay these fees payable
under the DIP credit agreement:

   Arranger Fee:  $1,5000,000

   Closing Fee:   Equal to (i) 3.00% on an amount equal to
                  $650 million less the principal amount of
                  loans outstanding under the Existing
                  revolving credit facility and existing first
                  lien term loan on the bankruptcy filing date
                  less the amount of outstanding letters of
                  credit under existing revolving credit
                  facility and existing first lien term loan on
                  the bankruptcy filing, earned on the date on
                  which the interim DIP Order is entered less
                  (ii) $1,500,000.

   Administrative
   Agent Fee:     $50,000 payable upon closing of the DIP
                  Financing and $100,000 payable on the roll-up
                  date.

   Upfront Fee:   1% of the roll-up commitment payable to the
                  administrative agent for the account of each
                  lender on the roll-up date.

The Debtors' obligations under the DIP Facility will be entitled
to superpriority administrative expense claim status, subject and
subordinate to a carve-out for Bankruptcy Court Clerk fees and
U.S. Trustee fees pursuant to 28 U.S.C. Section 1930(a), and
bankruptcy professional fees.  

The DIP Obligations will be secured, subject to the carve-out, by
a first priority, priming and senior security interest and lien
not subject to subordination on all property and assets of the
Debtors.

The Debtors covenant with the DIP Lenders that the negative
difference between their operating cash flow for the applicable
period and the operating cash flow for the same period as set
forth in the business plan will not be greater than:

     Maximum Operating     
     Cash Flow Variance   Period
     ------------------   ------       
         $20,000,000      Three month period ending 04/30/08
         $30,000,000      Six month period ending 07/31/08
         $35,000,000      Nine month period ending 10/31/08
         $40,000,000      Eleven month period ending 12/31/08

Moreover, the borrowers will at all times have unrestricted cash
and cash equivalents -- determined on a bank cash basis and not
book cash basis -- plus Available Revolving Credit of not less
than $55,000,000.

The DIP Agent is represented by Andrew Coronios Esq., and Joseph
Smolinsky, Es., at Chadbourne & Parke LLP.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.  
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq. of Kirkland & Ellis LLP and Paul Steven Singerman,
Esq. of Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000. ( TOUSA  
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


TOUSA INC: Wants Court to Authorize Use of All Cash Collateral
--------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek permission from the U.S.
Bankruptcy Court for the Southern District of Florida to use all
cash collateral existing on or after their bankruptcy filing.

Prior to the bankruptcy filing, TOUSA Inc., and each of its
domestic subsidiaries entered into a $700 million amended and
restated revolving credit facility led by Citicorp North America
Inc., as administrative agent, and other syndicate lenders.  The
existing revolving loan facility provided a subfacility for the
issuance of letters of credit of up to $350 million.

The Debtors also entered into two secured term loans on
July 31, 2007, with certain lenders and issuers:

   (a) a $200,000,000 first lien secured term loan; and
   (b) a $300,000,000 secured term loan.

Citicorp North America served as administrative agent under
both the existing first lien term loan and the existing second
lien term loan.  The Debtors fully drew the existing first lien
term loan and the existing second lien term loan on July 31,
2007, utilizing the aggregate principal amount of $500 million to
acquire Transeastern JV assets and settle disputes regarding the
Transeastern JV with the lenders to the Transeastern JV, its land
bankers, and TOUSA's joint venture partner.

The indebtedness under the existing revolving credit facility and
the first lien term loan is secured by liens on substantially all
of the Debtors' assets.  The indebtedness under the second lien
term loan is secured by second priority liens on the existing
collateral.

The Debtors entered into amendments of the existing revolving
credit facility and the existing first lien term loan on
Oct. 25, 2007 and Dec. 14, 2007.

The amounts outstanding under the prepetition secured credit
facilities are:

     Credit Facility                      Outstanding Amount
     ---------------                      ------------------
     Existing Revolving Credit Facility     $316,425,229
     Existing First Lien Term Loan          $199,000,000
     Existing Second Lien Term Loan         $317,101,998

The Debtors will require the use of cash on hand and cash
generated postpetition, which constitutes proceeds of the
existing collateral of their prepetition lenders, TOUSA executive
vice president and chief financial officer Tommy L. McAden
relates.

The agent for the existing first lien lenders has consented to
the Debtors' use of the cash collateral on certain conditions,
Mr. McAden tells the Court.

The Debtors require use of the cash collateral to, among other
things, pay present operating expenses, including payroll and
vendors, and to ensure a continued supply of goods and services
essential to the Debtors' continued viability, relates
Mr. McAden.

The Debtors propose to grant the lenders, to the extent of any
diminution in the value of the existing collateral from and after
the bankruptcy filing, adequate protection liens, subject and
junior only to:

   1. the liens granted pursuant to the Debtors' DIP Credit   
      Facility; and

   2. a carve-out for Bankruptcy Court Clerk fees and U.S.
      Trustee fees pursuant to 28 U.S.C. Section 1930(a), and
      bankruptcy professional fees.

The existing lenders and the existing agents will be entitled to
allowed administrative priority claims under Section 507(b) of the
Bankruptcy Code for any diminution in value of the existing
collateral from and after the bankruptcy filing, whether as a
result of the imposition of the automatic stay, priming of the
liens, use of the existing lenders' cash
collateral or otherwise, provided that:

     -- the adequate protection claims in favor of the second
        lien agent or existing second lien lenders will be
        subordinate and junior in all respects in right of
        payment and otherwise, to the adequate protection
        claims in favor of the first lien agent and existing
        first lien lenders; and

     -- the adequate protection claims in favor of any of the
        existing lender and existing agents will be subordinate  
        and junior in all respects in right of payment and
        otherwise, to the payment in full in cash and
        satisfaction in the manner provided in the dip credit
        agreement of the postpetition obligations and the
        carve-out.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.  
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case
No.: 08-10928).  The Debtors have selected M. Natasha Labovitz,
Esq., Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M.
Basta, Esq. of Kirkland & Ellis LLP and Paul Steven Singerman,
Esq. of Berger Singerman to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker and financial advisor.  Ernst & Young LLP is selected as
the Debtors' independent auditor and tax services provider.  
Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.  TOUSA Inc.'s financial
condition as of Sept. 30, 2007, showed total assets of
$2,276,567,000 and total debts of $1,767,589,000. (TOUSA  
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


TP EMERALD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: T.P. Emerald Shores Development, L.L.C.
        100 Church Street, Suite 700
        Huntsville, AL 35801

Bankruptcy Case No.: 08-10294

Chapter 11 Petition Date: January 30, 2008

Court: Southern District of Alabama (Mobile)

Debtor's Counsel: Stuart M. Maples, Esq.
                  Johnston, Moore, Maples & Thompson
                  400 Meridian Street
                  Huntsville, AL 35801
                  Tel: (256) 533-5770

Total Assets: $16,570,108

Total Debts:  $30,287,078

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Johnny & Jill Brooklere        October 10, 2005      $490,000
3633 Gray Avenue               former condominimum
Adamsville, AL 35005           owner; subject to
                               setoff

John D. Blue                   assignment of         $485,947
4251 Carl T. Jones Drive       interest of Herman
Huntsville, AL 35802           Thomason; October 10,
                               2005 former
                               condominimum owner;
                               subject to setoff

John C. & Marcia Herr          October 10, 2005      $475,000
West 295 Herr Road             former condominimum
Dousman, WI 53118              owner; subject to
                               setoff

Lola Kline Newsom              October 10, 2005      $475,000
3665 Ashton Court              former condominimum
Gulf Shores, AL 36542          owner; subject to
                               setoff

Robbie & Nita Farquhar         October 10, 2005      $475,000
78 Ledge View Drive            former condominimum
Huntsville, AL 35802           owner; subject to
                               setoff

Robert & Michelle Sanders      October 10, 2005      $475,000
7621 Horan Drive               former condominimum
Fort Smith, AR 72903           owner; subject to
                               setoff

Thomas & Jane Glaser           October 10, 2005      $475,000
542 North 7thh Street          former condominimum
Birmingham, AL 35203           owner; subject to
                               setoff

William T. & Janette Russell   October 10, 2005      $475,000
804 South 18th Avenue          former condominimum
Hattisburg, MS                 owner; subject to
                               setoff

Roy & Mary Hunt                October 10, 2005      $475,000
2544 North Boone School Road   former condominimum
Caledonia, IL 61011            owner; subject to
                               setoff

Bob & Nita Breazeale           October 10, 2005      $475,000
5701 Carrington Way            former condominimum
Trussville, AL 35173           owner; subject to
                               setoff

Bob Lindley and Dick Klok      October 10, 2005      $475,000
P.O. Box 2831                  former condominimum
Orange Beach, AL 36561         owner; subject to
                               setoff

Albert & Ethel Mae Gilbert     October 10, 2005      $460,000
17899 Highway 269              former condominimum
Quinton, AL 35130              owner; subject to
                               setoff

Central Underwriters, Inc.     October 10, 2005      $460,000
Attention: Linny Fulmer        former condominimum
2816 7th Street                owner; subject to
Tuscaloosa, AL 35401           setoff

Marcus & Kim Roberts           October 10, 2005      $460,000
13752 West Lake Dr.            former condominimum
Tuscaloosa, AL 35405           owner; subject to
                               setoff

Maricon, L.L.C.                October 10, 2005      $460,000
Attention: Rick & Mary Mauer   former condominimum
610 Porkland Drive             owner; subject to
Verona, WI 53593               setoff

Southern Shores Properties     October 10, 2005      $460,000
ES207, L.L.C.                  former condominimum
Attention: John & Carolyn      owner; subject to
Matthews                       setoff
2201 Northridge Road
Tuscaloosa, AL 35406

The Tynghill Shore Properties  October 10, 2005      $460,000
ES302, L.L.C.                  former condominimum
Attention: Bart & Carol        owner; subject to
Tingle                         setoff
4613 Stonehill Lane
Tuscaloosa, AL 35405

Frank & Billie Golden          October 10, 2005      $460,000
105 West Place Drive           former condominimum
Locust Grove, GA 30248         owner; subject to
                               setoff

William (Tom) & Toni Stanton   October 10, 2005      $368,000
211 East 16th Avenue           former condominimum
Gulf Shores, AL 36542          owner; subject to
                               setoff

John & Sue Isenhower           October 10, 2005      $365,000
5808 Carrington Lake           former condominimum
Trussville, AL 35173           owner; subject to
                               setoff


TRANSWITCH CORP: Has Until July 23 to Comply with Nasdaq Rules
--------------------------------------------------------------
TranSwitch Corporation has received a notification from the NASDAQ
Listing Qualifications Department providing notification that, for
the last 30 consecutive business days, the bid price of its common
stock has closed below the minimum $1 per share requirement for
continued inclusion under NASDAQ Marketplace Rule 4450(a)(5).

In accordance with NASDAQ Marketing Place Rule 4450(e)(2),
TranSwitch Corporation has been provided 180 calendar days, or
until July 23, 2008, to regain compliance.  To regain compliance,
the bid price of TranSwitch Corporation's common stock must close
at $1 per share or more for a minimum of ten consecutive business
days at any time before July 23, 2008.

If TranSwitch Corporation does not regain compliance by
July 23, 2008, it will be notified by NASDAQ that its securities
will be delisted.  At that time, TranSwitch Corporation may appeal
NASDAQ's determination to delist its securities to a Listing
Qualifications Panel.

Alternatively, TranSwitch Corporation could at that time apply to
transfer its securities to The Nasdaq Capital Market if it
satisfies the requirements for initial inclusion set forth in
NASDAQ Marketplace Rule 4310(c).  If that application were
approved, TranSwitch Corporation would be afforded the remainder
of a second 180-calendar day grace period by the NASDAQ Global
Market in order to regain compliance while on The Nasdaq Capital
Market.

                  About TranSwitch Corporation

Headquartered in Shelton, Connecticut, TranSwitch Corporation
(NASDAQ: TXCC) -- http://www.transwitch.com/-- designs, develops  
and markets innovative semiconductors that provide core
functionality and complete solutions for voice, data and video
communications network equipment.  The company has locations in
India, Germany and the U.S.

                           *     *     *

TranSwitch Corporation still carries Standard and Poor's Ratings
Service's 'B-' long-term foreign and local issuer credit ratings.


UAP HOLDING: Posts $19.0 Million Net Loss in Quarter Ended Nov. 25
------------------------------------------------------------------
UAP Holding Corp. reported a net loss of $19.0 million for the
third quarter ended Nov. 25, 2007, versus a net loss of
$13.2 million in the comparable period ended Nov. 26, 2006.

Sales increased 32.5% to $497.8 million in the thirteen weeks
ended Nov. 25, 2007, compared to $375.7 million in the thirteen
weeks ended Nov. 26, 2006.  Sales of fertilizer accounted for
76.4% of the increase in sales.

Gross profit was $57.0 million in the thirteen weeks ended
Nov.  25, 2007, compared to $40.6 million in the thirteen weeks
ended Nov. 26, 2006.

Selling, general and administrative expenses increased to
$79.3 million, or 15.9% of sales, in the thirteen weeks ended
Nov.  25, 2007, from $54.7 million, or 14.6% of sales, in the
thirteen weeks ended Nov. 26, 2006.  The increase in expenses was
due to the additional expenses from the company's acquired
businesses and higher incentive-based compensation commensurate
with the company's performance.

Other income increased to $5.7 million in the thirteen weeks ended
Nov. 25, 2007, up from $4.2 million in the thirteen weeks ended
Nov. 26, 2006, primarily due to higher customer service charge
income associated with higher sales as well as a higher percentage
of receivables with associated service charges.

Interest expense increased to $14.5 million in the thirteen weeks
ended Nov. 25, 2007, compared to $11.5 million in the thirteen
weeks ended Nov. 26, 2006.  The increase was due to higher
interest expense resulting from increased short-term borrowings
related to the company's acquisition activity and increased
working capital needs as well as higher long-term debt outstanding
due to the add-on to the term loan.

Finance related and other charges of $379,000 in the thirteen
weeks ended Nov. 25, 2007, relate to the refinancing of the
company's debt.  In the thirteen weeks ended Nov. 26, 2006,
finance related and other charges of $325,000, relate to the
secondary offering of the company's common stock consummated on
Nov. 2, 2006.

                          Balance Sheet

At Nov. 25, 2007, the company's consolidated balance sheet showed
$1.80 billion in total assets, $1.54 billion in total liabilities,
and $258.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Nov. 25, 2007, are available for
free at http://researcharchives.com/t/s?2792

                            About UAP

Headquartered in Greeley, Colorado, UAP Holding Corp.
(NASDAQ:UAPH) -- http://www.uap.com/-- is the holding company of  
UAP Inc., an independent distributor of agricultural and non-crop
products in the United States and Canada.  UAP Inc. markets a
comprehensive line of products, including chemicals, fertilizer,
and seed to farmers, commercial growers, and regional dealers.  
UAP also provides a broad array of value added services, including
crop management, biotechnology advisory services, custom
fertilizer blending, seed treatment, inventory management, and
custom applications of crop inputs.  UAP Products maintains a
comprehensive network of approximately 370 distribution and
storage facilities and three formulation plants, strategically
located in major crop-producing areas throughout the United States
and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Standard & Poor's Ratings Services said that the recent
announcement by Agrium Inc. (BBB/Stable/--) of potential delays in
closing its UAP Holding Corp.  (BB-/Watch Pos/--) acquisition will
not affect the ratings on Agrium.


US ENERGY: Chancery Ct. Defers Stockholders Meeting to Feb. 5
-------------------------------------------------------------
U.S. Energy Systems Inc. and its affiliates reported that its
Special Meeting of Stockholders has been adjourned until Tuesday,
Feb. 5, 2008, by order of the Delaware Chancery Court.

The meeting was originally scheduled to take place on Jan. 29,
2008.

According to a regulatory filing with the U.S. Securities and
Exchange Commission, the company and Nakash Energy LLC, which owns
approximately 15% of the outstanding shares of common stock of the
company, have agreed to a standstill of the proceedings so that
they can pursue discussions to try to achieve a settlement.

                       Nakash's Lawsuit

On Jan. 23, 2008, Nakash Energy LLC filed suit in the Delaware
Chancery Court against the Company seeking to compel the Company
to convene an annual meeting of stockholders, to declare void the
election of:

   -- Bernard J. Zahren;
   -- Joseph P. Reynolds; and
   -- Richard J. Augustine

to the board of directors, and to prohibit the board of directors
from filling vacancies on the board.

                         CEO's Lawsuit

As reported in the Troubled Company Report on Jan. 29, 2008,
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 STEEL: Earnings Drop to $35 Mil. in Quarter Ended December 31
----------------------------------------------------------------
U.S. Steel Corporation reported net income of $35 million in
fourth quarter 2007, compared to third quarter 2007 net income of
$269 million and fourth quarter 2006 net income of $297 million.

Fourth quarter 2007 net income was reduced by $117 million due to
inventory transition effects and a workforce reduction charge.

For full-year 2007, U.S. Steel reported a net income of
$879 million, which was reduced by $158 million, from inventory
transition effects, a workforce reduction charge, early debt
redemption expense and several discrete tax charges.  Full-year
2006 net income was $1.374 billion.

"This past year was an important period of growth for our company
as we completed major acquisitions in both our flat-rolled and
tubular businesses and commissioned our new automotive galvanizing
line in Europe,"  John P. Surma, U.S. Steel Chairman and CEO,
said.  "We are making steady progress with integration activities
on both acquisitions, and we still expect to achieve the
anticipated synergies."

The company reported fourth quarter 2007 income from operations of
$116 million, compared with income from operations of
$360 million in the third quarter of 2007 and $341 million in the
fourth quarter of 2006.  For the year 2007, income from operations
was $1,213 million versus income from operations of $1,785 million
for the year 2006.

Other items not allocated to segments in the fourth quarter of
2007 consisted of a $69 million pre-tax charge related to
inventory transition effects after the two major acquisitions and
a $57 million pre-tax charge resulting from a voluntary early
retirement program at U. S. Steel Kosice.  These items decreased
fourth quarter 2007 net income by $117 million.  

In the third quarter of 2007, a $27 million pre-tax charge related
to inventory acquired in the Lone Star acquisition was not
allocated to segments, and the tax provision included several
discrete charges totaling $11 million.  These items reduced third
quarter 2007 net income by $28 million.

In the fourth quarter of 2006, net interest and other financial
costs included a $32 million pre-tax charge related to the early
redemption of debt.  This item and other items not allocated to
segments decreased net income by $33 million.

              Additional Fourth Quarter 2007 Items

In December 2007, U. S. Steel and the United Steelworkers  agreed
that U. S. Steel will provide health care and life insurance
benefits to certain former National Steel employees and their
eligible dependents under a U. S. Steel insurance plan, using
funds that had been accrued based on a provision of the 2003 Basic
Labor Agreement.  Funds totaling $468 million were contributed to
the company's trust for retiree health care and life insurance in
December.

As a result of this agreement, its other postretirement benefits
obligation increased by $314 million.  While a funding obligation
continues through the Aug. 31, 2008, expiration of the 2003 Basic
Labor Agreement, the profit-based expense has been eliminated
beginning with the fourth quarter of 2007 as reflected in "retiree
benefit expenses."

Net interest and other financial costs increased by $22 million in
the fourth quarter of 2007 compared to the third quarter, mainly
reflecting interest expense resulting from debt incurred to fund
the Stelco acquisition.

The company's effective tax rate for the year was higher than
projected at the end of the third quarter as a result of the
inclusion of USSC and a change in the profile of global earnings.  
As a result, the tax provision in the fourth quarter included
approximately $20 million to apply this higher tax rate to income
for the prior three quarters.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $15.6 billion, total liabilities of $10.07 billion and total  
stockholders' equity of $5.53 billion.

        Common Stock Repurchase Program/Dividend Payment

The company repurchased 295,000 shares of U. S. Steel common stock
for $30 million during the fourth quarter, bringing total
repurchases to 14.3 million shares for $812 million since the
repurchase program was originally authorized in July 2005.  As of
Dec. 31, 2007, 6.5 million shares remained authorized for
repurchase under its stock repurchase program.

The board of directors declared a dividend of 25 cents per share
on U. S. Steel Common Stock, an increase of 5 cents per share.  
The dividend is payable March 10, 2008, to stockholders of record
at the close of business Feb. 13, 2008.

             About United States Steel Corporation

Headquartered in Pittsburgh, Pennsylvania, United States Steel
Corporation (NYSE: X) -- http://www.ussteel.com/-- manufactures a  
wide variety of steel sheet, tubular and tin products; coke, and
taconite pellets; and has a worldwide annual raw steel capability
of 26.8 million net tons.  U.S. Steel's domestic primary steel
operations are: Gary Works in Gary, Indiana; Great Lakes Works in
Ecorse and River Rouge, Michigan; Mon Valley Works, which includes
the Edgar Thomson and Irvin plants, near Pittsburgh and Fairless
Works near Philadelphia, Pennsylvania; Granite City Works in
Granite City, Illinois; Fairfield Works near Birmingham, Alabama;
Midwest Plant in Portage, Indiana; and East Chicago Tin in East
Chicago, Indiana.  The company also operates two seamless tubular
mills, Lorain Tubular Operations in Lorain, Ohio; and Fairfield
Tubular Operations near Birmingham, Alabama.

U. S. Steel produces coke at Clairton Works near Pittsburgh, at
Gary Works and Granite City Works. On Northern Minnesota's
Mesabi Iron Range, U.S. Steel's iron ore mining and taconite
pellet operations, Minnesota Taconite and Keewatin Taconite,
support the steelmaking effort, and its subsidiary ProCoil
Company provides steel distribution and processing services.

U.S. Steel's steelmaking subsidiaries U.S. Steel Kosice, s.r.o.,
in Kosice, Slovakia and U.S. Steel Serbia, d.o.o, in Sabac and
Smederevo, Serbia.  Acero Prime, the company's joint venture with
Feralloy Mexico, S.R.L. de C.V. and Intacero de Mexico, S.A. de
C.V., provides Mexico's automotive and appliance manufacturers
with total supply chain management services through its slitting
and warehousing facility in San Luis Potosi and its warehouse in
Ramos Arizpe.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured rating to the proposed offering of up to $400 million in
senior unsecured notes due Feb. 1, 2018, of United States Steel
Corp. (BB+/Negative/--).  These notes are being issued under the
company's unlimited shelf registration filed on March 5, 2007.


UPSNAP INC: Traci Anderson Raises Going Concern Doubt Over Losses
-----------------------------------------------------------------
Traci J. Anderson, CPA, in Huntersville, N.C., expressed
substantial doubt about the ability of UpSNAP 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 UpSNAP's recurring losses from operations.

The company posted a net loss of $1,102,365 on net sales of
$950,020 for the year ended Sept. 30, 2007, as compared with a net
loss of $1,788,068 on net sales of $742,851 in the prior year.

At Sept. 30, 2007, the company's balance sheet showed $6,088,923
in total assets, $373,502 in total liabilities and $5,715,421   
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2785

                         About UpSNAP

UpSNAP Inc. (NASDAQ: UPSN.OB) -- http://www.upsnap.com/--  
provides mobile search and live mobile audio entertainment.   
UpSNAP services include text and audio content from major
entertainment companies in sports, news, music, and information.


VICORP RESTAURANTS: Delayed 10K Filing Cues Moody's to Cut Ratings
------------------------------------------------------------------
Moody's Investors Service downgraded VICORP Restaurants, Inc.'s
corporate family rating to Caa2 from Caa1, and its senior
unsecured debt rating to Caa3 from Caa2.  All the long term
ratings were placed under review for possible further downgrade at
the same time, while the speculative grade liquidity rating
remains as SGL-4.  The rating action was prompted by the company's
announcement on an expected delayed 10K filing as well as by a
continuously high leverage, poor interest coverage and negative
cash flow as of the end the third quarter 2007, which position the
company too weakly in the Caa1 rating category.  Moody's expects
the operating challenges facing restaurant operators, especially
those chains of relatively small scale in the family dining sector
such as VICORP, will likely persist over the next twelve to
eighteen months.

Moody's previous rating action on VICORP was on Sept. 17, 2007
when its corporate family rating was downgraded to Caa1 from B3,
while the senior unsecured notes were downgraded to Caa2 and the
speculative liquidity rating downgraded to SGL-4 from SGL3.  The
rating outlook was negative.

The company announced on Jan. 25, 2008 that it expected a delay in
filing its fiscal 2007 Form 10-K due Jan. 30, 2008.  It is
evaluating its intangible assets carrying values under SFAS
No. 142 and that it expects to record an impairment charge for the
same.  Moody's notes that VICORP has received an extension from
the secured credit facility lenders related to the financial
reporting requirement and now anticipated filing its Form-10K on
or before Feb. 15, 2008.

During its review, Moody's will assess the operating trends in the
business environment, the nature and implication of the potential
impairment and will examine the company's liquidity, including
access to its revolving credit facility.

"While a potential write-down related to the re-evaluation of
intangible assets is expected to be non-cash, it could also
indicate a further deterioration of the company's future cash flow
generation capacity, thus a change in the underlying credit
fundamentals" stated Moody's analyst John Zhao.

Ratings downgraded and placed under review for possible further
downgrade:

  -- Corporate family rating to Caa2 from Caa1

  -- Probability of default rating to Caa2 from Caa1

  -- Senior unsecured notes maturing in 2011 to Caa3
     (LGD4, 63%) from Caa2 (LGD4, 63%)

VICORP Restaurants, Inc., with corporate headquarters in Denver,
Colorado, operates and franchises family-style restaurants under
the brand names Village Inn and Baker's Square.  As of July 12,
2007, the company operated 170 Village Inn restaurants and 146
Bakers Square restaurants, and franchisees operated 93 Village Inn
restaurants.  Revenues for the last twelve months were
approximately $478 million.


VITALTRUST BUSINESS: Alex Edwards Resigns as Chief Exec. Officer
----------------------------------------------------------------
Vitaltrust Business Development Corp. disclosed in a regulatory
filing on Form 8K with the U.S. Securities and Exchange Commission
that John Stanton has resigned as chief executive officer of the
company, effective Jan. 21, 2008.  

Mr. Stanton was replaced by Alex H. Edwards III.  Mr. Edwards was
also appointed as director by the company's Board of Directors.

According to the report, Mr. Edwards currently serves as managing
partner of Trident Consulting Partners, a private consulting firm
specializing in executive leadership and structured finance for
micro-cap companies.  Mr. Edwards has served as chief executive
officer of Nano Chemical Systems Holdings Inc. since April 2007.
Mr. Edwards served as chief executive officer with Nanobac
Pharmaceuticals Inc. from 2003 to 2004.  From May 2002 through
December 2004, Edwards was a managing partner of 360 Partners as
well as president and chief executive officer of 360 Energy.  

Mr. Edwards is currently a member of the board of directors of the
following public companies: Nano Chemical Systems Holdings Inc., a
manufacturing company, and Nanobac Pharmaceuticals Inc., a
research-based bio-lifescience company.

The company also disclosed the resignation of Mark Clancy as chief
financial officer, chief operating officer and director of the
company, effective Jan. 21, 2008.

                    About VitalTrust Business

Headquartered in Tampa, Fla., VitalTrust Business Development
Corporation (OTC BB: VTBD.OB) is a management company serving in
executive and board of directors for a series of micro-cap
companies in the healthcare, energy, internet and technology
market sectors.

                      Going Concern Doubt

Rotenberg Meril Solomon Bertiger & Guttilla PC, in Saddle Brook,
N.J., expressed substantial doubt about VitalTrust Business
Development Corporation's ability to continue as a going concern
after auditing the company's financial statements as of the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses, negative cash flows from operations,
and the uncertainty related to outstanding litigation.

Prior to Sept. 30, 2007, the company had limited income.  The
future of the company is dependent upon its ability to obtain
financing, upon future profitable operations from the development
of its business.


VOLANS FUNDING: Poor Credit Quality Cues Moody's to Lower Ratings
-----------------------------------------------------------------
Moody's Investors Service has downgraded ratings of seven classes
of notes issued by Volans Funding 2007-1, Ltd., and left on review
for possible further downgrade ratings of five of these classes of
notes.  The notes affected by the rating action are:

Class Description: $770,000,000 Class A-1 Senior Secured Floating
Rate Variable Funding Notes Due 2052

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

Class Description: $77,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

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

Class Description: $74,000,000 Class B Secured Floating Rate Notes
Due 2052

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $49,000,000 Class C Secured Deferrable Floating
Rate Notes Due 2052

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $44,000,000 Class D Mezzanine Secured
Deferrable Floating Rate Notes Due 2052

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $34,000,000 Class E Mezzanine Secured
Deferrable Floating Rate Notes Due 2052

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

Class Description: $13,500,000 Class F Mezzanine Secured
Deferrable Floating Rate Notes Due 2052

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on
Jan. 4, 2008, as reported by the Trustee, of an event of default
caused by a failure of the ratio obtained by dividing (A) the
aggregate par value of (i) all Collateral Debt Securities, (ii)
the Excess Notional Amount Liquidity, (iii) Principal Proceeds
held as Cash and (iv) Eligible Investments purchased with
Principal Proceeds by (B) the sum of (i) the Aggregate Outstanding
Amount of the Class A Notes and (ii) the Remaining Unfunded Class
A-1 Commitment Amount to be greater than or equal to 100%,
pursuant Section 5.1(h) of the Indenture dated March 14, 2007.

Volans Funding 2007-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of RMBS securities and CDO
securities and synthetic securities in the form of credit default
swaps.  Reference obligations for the credit default swaps are
RMBS and CDO securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the ratio described above failed to
meet the required level.

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

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


WACHOVIA AUTO: Moody's Rates $14.97 Million Class E Notes at Ba3
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings ranging
from Prime-1 to Ba3 on nine classes of fixed and floating rate
notes issued by Wachovia Auto Loan Owner Trust 2008-1 (WALOT 2008-
1).  The ratings of the Class A through Class E notes are based on
the quality of the underlying automobile loans, the structure of
the transaction, the amount of credit enhancement, the strength
and expertise of Wachovia Bank, N.A. as master servicer and
Wachovia Dealer Services, Inc. as originator and subservicer.  The
Prime-1 rating of the Class A-1 money market notes is based
primarily on the amount of liquidity from collections on the
underlying receivables during the period prior to the notes' legal
final maturity date.  The Class A-2b notes are floating rate while
all other classes of notes are fixed rate.

The complete rating actions are:

Issuer: Wachovia Auto Loan Owner Trust 2008-1

  -- $107,000,000 Class A-1 Notes, rated Prime-1
  -- $30,000,000 Class A-2a Notes, rated Aaa
  -- $174,000,000 Class A-2b Notes, rated Aaa
  -- $129,000,000 Class A-3 Notes, rated Aaa
  -- $60,000,000 Class A-4 Notes, rated Aaa
  -- $22,455,000 Class B Notes, rated Aa1
  -- $26,946,000 Class C Notes, rated Aa3
  -- $34,431,000 Class D Notes, rated Baa2
  -- $14,970,000 Class E Notes, rated Ba3


WACHOVIA BANK: S&P Affirms Ratings on 19 Certificate Classes
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 19
classes of commercial mortgage pass-through certificates from
Wachovia Bank Commercial Mortgage Trust's series 2002-C2.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Jan. 15, 2008, remittance report, the collateral pool
consisted of 99 loans with an aggregate trust balance of
$775.8 million, down from 104 loans with a $875.1 million balance
at issuance.  The master servicer, Wachovia Bank N.A., reported
financial information for 98% of the pool, excluding defeased
loans.  Eighty-six percent of the servicer-reported
information was full-year 2006 data and partial-year 2007 data.  
Based on this information, Standard & Poor's calculated a weighted
average debt service coverage of 1.58x, up from 1.48x at issuance.  
There are two loans with the special servicer, Capmark Finance
Inc., totaling $14.6 million, which are discussed below.  One is
in foreclosure and the other is 90-plus-days delinquent.  All of
the remaining loans in the pool are current.  To date, the trust
has not experienced any losses.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $235.6 million (30%) and a weighted average
DSC of 1.60x, compared with 1.47x at issuance.  Two of the top 10
loans appear on the master servicer's watchlist and are discussed
below.  Standard & Poor's reviewed property inspections provided
by the master servicer for all of the assets underlying the top 10
loans, and all were characterized as "good."
     
Wachovia reported a watchlist of eight loans with an aggregate
outstanding balance of $65 million (8%), which include the ninth-
and 10th-largest loans.

     -- The ninth-largest loan, Boardwalk at Morris Bridge
        Apartments ($14.0 million, 2%), is secured by a
        146-unit student housing property in Temple Terrace,
        Florida.  The property was built in 2001.  This loan
        appears on the watchlist due to a lapse in business
        income coverage.  The insurance was force-placed, and
        the loan will be removed from the watchlist once the
        borrower provides evidence of insurance.  As of
        September 2007, the property was 91% occupied with a
        DSC of 1.16x.

     -- The 10th-largest loan, Beverly Palms Apartments ($13.5
        million, 2%), is secured by a 362-unit multifamily
        property in Houston, Texas.  The loan appears on the
        watchlist due to a low DSC of 0.95x as of Sept. 30,
        2007.  The occupancy rate has consistently been above
        90%; however, the rental rate has been weak due to soft
        market conditions.  As the property is located in a
        Tier 1 coastal region, the insurance premium has almost
        doubled in the past year, which also affected the
        operating performance.  The property was 96% occupied
        as of September 2007.

Two assets ($14.6 million) are currently with the special
servicer.  The Steeple Crest Apartment loan ($11.9 million, 1.5%)
is secured by a 260-unit multifamily property in Houston, Texas.  
The property was built in 1992.  The loan was transferred in
October 2007 for monetary default.  A recent appraisal indicates
that the loss upon disposition of this asset should be minimal.  A
receiver was appointed, and the target foreclosure date is in
February 2008.
     
The Avon Portfolio loan ($2.7 million, 0.4%) is secured by five
class C multifamily properties with a total of 151 units located
in Dallas, Texas.  This loan was transferred in September 2007 due
to imminent default.  The loan has matured, and the borrower is
seeking a one-year extension.  While one of
the collateral properties was released for net sales proceeds that
exceeded the allocated loan amount, Standard & Poor's expects that
the disposition of the remaining four properties may take some
time, which will most likely result in a loss.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the affirmed ratings.
   
   
                       Ratings Affirmed
   
            Wachovia Bank Commercial Mortgage Trust
  Commercial mortgage pass-through certificates series 2002-C2
   
           Class         Rating   Credit enhancement
           -----         ------    ----------------
           A-2           AAA            25.66%
           A-3           AAA            25.66%
           A-4           AAA            25.66%
           B             AAA            21.43%
           C             AAA            20.02%
           D             AAA            16.35%
           E             AA+            15.23%
           F             AA             13.82%
           G             AA-            11.84%
           H             A              10.15%
           J             BBB+            8.04%
           K             BBB             6.06%
           L             BBB-            5.50%
           M             BB              4.37%
           N             BB-             3.38%
           O             B               2.59%
           IO-I          AAA              N/A
           IO-II         AAA              N/A
           IO-III        AAA              N/A
   
                    N/A -- Not applicable.


WELLCARE HEALTH: Officers' Resignation Cues S&P to Cut Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on WellCare Health Plans Inc. to 'B+' from 'BB-'.
     
Standard & Poor's also said that the rating remains on
CreditWatch, where it was placed on Oct. 25, 2007, with negative
implications.
      
"We lowered the rating because of the resignation of three of
WellCare's top executives, the CEO/President, the CFO, and the
General Counsel," explained Standard & Poor's credit analyst
Joseph Marinucci.  "This constitutes a material disruption to the
company's organizational structure, which we believe in turn could
lead to diminished near-term operational flexibility."
     
S&P had placed the rating on CreditWatch in connection with an
investigation initiated by the U.S. Federal Bureau of
Investigation, the U.S. Department of Health and Human Service
Office of Inspector General, and the Florida attorney general's
Medicaid Fraud Control unit.  The company has since been named in
various class-action complaints and a whistleblower lawsuit.   It
is also dealing with various requests for information from the SEC
and state regulatory authorities.  In response to the
investigation, the company has formed a special committee of the
board of directors to conduct an independent investigation and to
develop and recommend any needed remedial measures.
     
The CreditWatch placement reflects the potential impact of
sustained business and financial profile challenges, which could
further pressure the company's credit profile.  Areas of concern
include ongoing uncertainty about the scope of the investigation
and the potential for contract rescission.  If WellCare were to
lose its ability to conduct business in certain core markets or
become financially distressed in connection developments related
to the investigation, the rating could be lowered again.


WESTSHORE GLASS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Westshore Glass Corp.
        5300 West Knox Street
        Tampa, FL 3363

Bankruptcy Case No.: 08-01194

Type of Business: The Debtor is a full-line distributor of all
                  types of glass and related materials.  See
                  http://www.westshoreglass.com

Chapter 11 Petition Date: January 30, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Stephenie Biernacki Anthony, Esq.
                  GrayRobinson, P.A.
                  201 North Franklin Street, Suite 2200
                  P.O. Box 3324
                  Tampa, FL 33601
                  Tel: (813) 273-5033
                  Fax: (813) 273-5145

Total Assets: $10,169,034

Total Debts:  $14,911,342

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Elozory Grandchildren Trust    Promissory Note       $2,436,207
P.O. Box 15216
Tampa, FL 33684

Glassrobots Oy                 New equipment         $1,174,700
Lasikaari 1                    manufacturer for
Fl-33960 Pirkkala              new facility
Finland

Elozory, Lionel                Promissory Note       $1,081,374
5701 Mariner Street,
Suite 803
Tampa, FL 33609

Bystronic, Inc.                Equipment             $507,500
185 Commerce Drive             manufacturing for   
Hauppauge, NY 11788            new facility


Glaston America, Inc.          Equipment or facility $495,930
Department CH 10917            maintenance
Palatine, IL 60055

Telles, Marcella E.            Promissory Note       $325,323
5701 Mariner Street,
Suite 602
Tampa, FL 33609

Ashton Industrial Sales        Equipment             $286,875
Anderson Road Industrial       manufacturing for   
Estate                         new facility,       
Woodford Green                 insulated line,
G.B.-Essex                     automatic seamor
18G 8ET

Guardian Industries Corp.      Glass supplier        $269,843
4681 Collections Center Drive
Chicago, IL 60693

William L. Bonnell Co., Inc.   Aluminum extrusion    $231,696
                               supplier

Elozory, Ra'anan               Promissory Note       $230,890

Advanced Overhead Systems      Cranes for new        $211,403
                               facility            


A.S.C. Process Systems         Autoclave for new     $195,851
                               facility lamination
                               line

P.P.G. Industries              Glass suppliers       $172,323

Bridgefield Insurance          Workers compensation  $168,008
                               insurance

Pilkington                     Glass supplier        $148,218

Kuraray Specialties            Inventory-P.V.B. for  $140,732
                               lamination trosifol

Amy Elozory Newell                                   $108,211

A.F.G. Industries, Inc.        Glass                 $100,116

Florida Maintenance            Equipment for new     $78,217
                               facility

Telles, Leandro                Promissory Note       $108,441


YRC WORLDWIDE: Incurs $638,381,000 Net Loss in Full-Year 2007
-------------------------------------------------------------
YRC Worldwide Inc. reported a net loss of $735,771,000 on
$2,348,738,000 operating revenues for the three months ended Dec.
31, 2007, as compared with a net income of $46,459,000 on
operating revenues of $2,407,663,000 for the comparable year-ago
quarter.

For the twelve months ended Dec. 31, 2007, the company incurred a
net loss of $638,381,000 on operating revenues of $9,621,316,000,
as compared with a net income of $276,632,000 on operating
revenues of $9,918,690,000 for the comparable year-ago period.

"The economic environment was challenging throughout 2007 and it
was increasingly so in the fourth quarter," stated Bill Zollars,
chairman, president and CEO of YRC Worldwide.  "Looking forward,
we expect the first quarter to also be difficult given it is
seasonally the softest and we don't anticipate the economy
improving in the near term.  As the largest less-than-truckload
provider, we are well positioned to benefit from economic
recovery, when it occurs."

Key segment information for the fourth quarter 2007 included:

   -- YRC National Transportation LTL revenue per hundredweight up
      5.7% from fourth quarter 2006 and LTL tonnage per day down
      8.0%.

   -- YRC Regional Transportation LTL revenue per hundredweight up
      3.4% compared to last year and LTL tonnage per day down
      2.9%.

   -- YRC Logistics revenue consistent with last year despite the
      weak economy.

                      Fourth quarter summary

The company reported significant charges in the fourth quarter
that it does not consider when evaluating core performance.  The
impairment charges of $782 million were a result of the company's
annual impairment review of goodwill and certain other intangible
assets arising from its acquisitions.  The reorganization costs of
$9 million primarily related to executive severance charges that
were recorded in the Corporate segment.  The technology charges of
$8 million related to the alignment of projects with the company's
technology strategy going forward that resulted in abandonment of
certain projects that then could no longer be capitalized.  These
charges were primarily reported in the YRC National Transportation
segment as amortization expense.

The company reported net loss per share of $12.99; excluding items
above, the quarter was approximately break even.  It also had a
significant debt reduction during the quarter.

                         Full-Year Summary

Notable items recorded during the year were:

   -- Previously disclosed non-cash impairment charges of
      $782 million related to intangible assets (goodwill and
      trade names).

   -- Reorganization charges of $22 million primarily due to
      severance expenses.

   -- Technology charges of $10 million primarily due to
      alignment of projects with refined technology strategy.

   -- Gains on property disposals of $6 million.

The company reported net loss per share of $11.17; excluding items
above, full year earnings per share of $1.88.

A full-text copy of the company's fourth quarter and full-year
2007 earnings is available for free at:

              http://ResearchArchives.com/t/s?278c

                       About YRC Worldwide

Headquartered in Overland Park, Kansas, YRC Worldwide Inc.
(NASDAQ: YRCW) -- http://www.yrcw.com/-- is a Fortune 500 company  
and a worldwide transportation service provider.  It is the
holding company for a portfolio of successful brands including
Yellow Transportation, Roadway, Reimer Express, YRC Logistics, New
Penn, USF Holland, USF Reddaway, and USF Glen Moore.  The
enterprise provides global transportation services, transportation
management solutions and logistics management.  The portfolio of
brands represents services for the shipment of industrial,
commercial and retail goods domestically and internationally.  YRC
Worldwide employs approximately 60,000 people.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Fitch Ratings has downgraded its ratings on YRC Worldwide Inc.
and its Roadway LLC and USF Corp. subsidiaries.  Among YRC
Worldwide's ratings that were downgraded are: Issuer Default
Rating to 'BB+' from 'BBB-'; Senior unsecured to 'BB+' from 'BBB-
'; and Senior unsecured credit facilities to 'BB+' from 'BBB-'.
The cut ratings also included Roadway LLC's IDR to 'BB+' from
'BBB-'; and Senor unsecured to 'BB+' from 'BBB-'; and USF Corp.'s
IDR to 'BB+' from 'BBB-'; and Senior unsecured to 'BB+' from 'BBB-
'.

Fitch's ratings apply to approximately $1.2 billion in
consolidated unsecured debt and a $950 million unsecured revolving
credit facility.  The Rating Outlook is Negative.


ZVUE CORP: Posts $4.2 Million Net Loss in 2007 Third Quarter
------------------------------------------------------------
ZVUE Corporation reported a net loss of $4.2 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$3.4 million in the corresponding period of 2006.

ZVUE reported net revenue for the third quarter 2007 increased
400.0% to approximately $617,000 as compared to approximately
$123,000 for the same quarter last year.  Product sales revenue
increased 315.0% year over year to approximately $511,000 in the
third quarter 2007.  Service revenue primarily comprise of
advertising increased to approximately $106,000 in the third
quarter 2007 from $0 in the same quarter last year.

"During the course of the past three years, through innovation and
acquisitions, ZVUE has quickly grown into a significant global
digital media company, with a leadership position in a rapidly
evolving, high growth market," said Jeff Oscodar, president and
chief executive officer of ZVUE.  "I am pleased with the progress
we have made in building the ZVUE Network.  We are presenting more
exciting content than ever to our large and engaged audience.  We
have made meaningful progress toward our goal of cash-generation,
stability, self-sufficiency and a platform from which we can drive
future growth and value."

"Our market opportunity is tremendous.  Advertisers in the United
States alone are already spending more than $1.0 billion on user-
generated content sites, with expectations of $4.0 billion by
2011.  I am very excited by the tangible opportunities that are
immediately ahead of us and believe that we are now in an
excellent position to benefit from this spending and create an
exciting and valuable company," concluded Oscodar.

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$13.4 million in total assets, $6.6 million in total liabilities,
and $6.8 million in total shareholders' equity.  

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.6 million in total current
assets available to pay $5.8 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?2780

                       Going Concern Doubt

Salberg & Company P.A., in Boca Raton, Florida, expressed
substantial doubt about Handheld Entertainment Inc. nka. Zvue
Corp.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2006.  The auditing firm reorted that the company has a
net loss of $12,179,905, negative gross margin of $559,955 and net
cash used in operations of $7,057,840 for the year ended Dec. 31,
2006, and an accumulated deficit of $23,029,174 at Dec. 31, 2006.

                      About ZVUE Corporation

ZVUE Corporation, formerly HandHeld Entertainment Inc. (NASDAQ:
ZVUE) -- http://www.zvue.com/-- is a global digital entertainment  
company.  Its ZVUE Network is consistently among the top-five
companies providing user-generated video online.  ZVUE(TM)
personal media players are mass-market priced and currently
available for purchase online and in Wal-Mart and InMotion stores
throughout the U.S. and online.


* Brown Rudnick Launches Structured Resolution Group
----------------------------------------------------
Brown Rudnick reported that it has brought together talent from
its top-tier practices in structured finance, bankruptcy &
corporate restructuring and distressed debt to form a Structured
Resolution Group.

This interdisciplinary team will analyze the issues surrounding
the subprime market collapse -- which have undermined investor
confidence and imposed severe capital constraints on the banking
and monoline industries -- in an effort to help clients identify
and execute on arbitrage and repackaging strategies.  The
Structured Resolution Group will make its services available to
underwriters and structuring agents, proprietary trading desks,
hedge funds, and private investment funds that are positioned on
either the buy or sell side of the subprime/SIV/CDO crisis.

Bringing to bear substantial experience in structuring complex
securitizations and extracting value for distressed debt holders
at the subordinate levels of the capital structure, the Structured
Resolution Group will provide assistance in dissecting deal
structures, identifying levers for various tranche holders, and
designing and executing repacks.  The Group will also apply the
firm's expertise in sophisticated insolvency and financial
litigation.

Group members are some of the leading practitioners whose names
frequently appear in connection with award-winning, esoteric asset
securitizations, and with major bankruptcy reorganizations, and
with distressed and second-lien acquisition and trading for some
of the largest players in the sub- and distressed debt trading
markets.

Ronald S. Borod, Chair of Brown Rudnick's Structured Finance
Group and a member of the Structured Resolution Group, remarks,
"The subprime mortgage crisis has clearly resulted in a loss
of liquidity in the debt markets, and this has affected
securitizations of all asset types.  To meet the needs of clients
facing a liquidity crisis or searching for value opportunities, we
have assembled a team that represents a new collection of skill
sets. We will assist clients in analyzing structures and
identifying the fault lines of the distressed transactions, and
in designing and executing strategies for minimizing reportable
losses, maximizing returns and restoring liquidity to the market
on an asset-by-asset, deal-by-deal or macro basis."  

According to Edward Weisfelner, Chair of Brown Rudnick's
Bankruptcy and Finance Department and the head of its Bankruptcy
and Corporate Restructuring Practice Group, "By bringing together
the expertise, experience and legal talents of our insolvency and
finance practices, we are filling a significant gap in the
marketplace.  While other law firms are focused on the upsurge in
litigation related to the subprime lending crisis, our firm is
setting its sights on helping clients to extract value from these
distressed situations."

                      About Brown Rudnick's
          Bankruptcy and Corporate Restructuring Group

Since the early 1980s, Brown Rudnick's Bankruptcy & Corporate
Restructuring Group has been among the pioneers representing
high-yield investors and fund managers - international industry
players that have brought an unprecedented level of financial
sophistication, innovation and aggressiveness to bankruptcy
cases and debt restructuring process.  By offering a
complementary legal perspective - characterized by high-level
experience; focused, creative strategies; and an
interdisciplinary staffing approach - the Group has assisted
this constituency in reshaping the dynamics of insolvency and
financial distress.

Over the past two decades, the breadth of the firm's practice
has been expanding to serve a wide range of clients in the
restructuring arena.  Today, with bankruptcy lawyers in the US
and UK, the Bankruptcy & Corporate Restructuring Practice Group
has a proud record and reputation, nationally and
internationally, as one of the leading bankruptcy practices.

Brown Rudnick has successfully represented an impressive list of
official and ad hoc committees, general unsecured creditors,
equity holders and other central parties in interest in many of
the largest and most complex Chapter 11 cases and out of court
proceedings.  The firm also offers significant incremental value
to institutional and private investors and fund managers in
structuring, negotiating, and documenting secondary market
transactions involving high-yield securities, as well as other
claims trading activities.

            About Brown Rudnick Berlack Israels LLP

Brown Rudnick is an international law firm with offices in the
United States and Europe.  The firm represents clients from
around the world, providing business-focused solutions that
address today's ever-changing, ever-demanding competitive
marketplace.  With an entrepreneurial and collaborative mindset,
Brown Rudnick offers a broad slate of capabilities and talents
in areas that include: Corporate & Securities, Taxation Law,
Finance, Bankruptcy & Corporate Restructuring, Real Estate,
Intellectual Property, Complex Litigation, Government Law &
Strategies, Energy and Health Law.

The Brown Rudnick Center for the Public Interest is a measure of
the Firm's strong commitment to the community and serves as an
umbrella entity encompassing the Firm's pro bono legal work,
charitable giving, community involvement and public interest
efforts.


* Fitch Says Real Estate Investment Trusts Faces Pivotal Year
-------------------------------------------------------------
U.S. real estate investment trusts face a pivotal year of
moderating operating performance and sound but weakening financial
profiles, according to Fitch Ratings in its annual REIT scorecard.  
Those REITs that own assets located in strong markets and have
liquidity available to address short-term debt maturities and
seize acquisition opportunities as the best positioned companies
in 2008, according to Fitch.

Property fundamentals are moderating, with most REITs across all
sectors reporting high occupancies and slowing rental rate and
same-store net operating income growth.  "Well-capitalized REITs
with capacity to consummate transactions without having to access
the capital markets will be prominent acquirors of assets," said
Managing Director and REIT group head Steven Marks.

"Companies with large development pipelines with minimal pre-
leasing, as well as those with exposure to markets and tenants
hurt by the fallout from the housing downturn, will be at the
greatest risk for downward pressure on earnings."  said Marks.   
Fitch will continue to monitor any companies with significant
exposure that may weaken cash flow or coverage ratios.

Fitch's primary concerns going into 2008 remain commercial and
residential mortgage REITs, which have Negative Rating Outlooks.  
"The ability of these companies to access adequate sources of
financing at an attractive cost have been severely hindered by the
reduced liquidity in structured finance markets," says Marks.

Though the Rating Outlook remains Stable for retail REITs, Fitch
is more cautious over concerns of an economic slowdown and
declines in consumer consumption.  Marginal GDP growth and muted
job growth will create a more challenging office leasing
environment in most markets for office REITs (Outlook Stable).  
Fitch also maintains a Stable Outlook for health care, multifamily
and lodging REITs.


* IMF Sees World Growth Slowing, With U.S. Marked Down
------------------------------------------------------
Buffeted by recent financial market turbulence and a weakening
U.S. performance, world growth is projected to slow to 4.1% in
2008, down from an estimated 4.9% last year, the IMF said in its
quarterly update for the global economy.

Financial market strains originating in the U.S. subprime sector-
and associated losses on bank balance sheets-have intensified,
while the recent steep sell-off in global equity markets was
symptomatic of rising uncertainty, the IMF stated.

                          Growing risks

While projecting growth of above four percent for the global
economy, the IMF said there was a risk that the ongoing turmoil
in financial markets would further reduce domestic demand in
the advanced economies with more significant spillovers into
emerging market and developing countries.  "Growth in emerging
market countries that are heavily dependent on capital inflows
could be particularly affected, while the strong momentum of
domestic demand in some emerging market countries provides upside
potential," the World Economic Outlook Update said.

A number of other risks remain elevated.  "Monetary policy faces
the difficult challenge of blancing the risks of higher inflation
and slower economic activity, although a possible softening of
oil prices could moderate inflation pressures," the IMF said.

The IMF made these comments and projections for key areas of the
global economy:

   United States
   -------------
Economic growth in the United States appears to have slowed
notably in the fourth quarter of 2007, with recent indicators
showing weakening of manufacturing and housing sector activity,
employment, and consumption.

U.S. growth is projected by the IMF to slow to 1.5 percent this
year, down from 2.2 percent last year, but the update points out
that this number for 2008 reflects the carryover from 2007.  
Projections on a quarterly basis (Q4-Q4) give a better sense of
the slowing growth momentum.  On this basis, growth is
projected at 0.8 percent in the fourth quarter of 2008,
compared with 2.6 percent during the same period of 2007.

The IMF has said that the recent move by the U.S. Federal
Reserve to cut the Federal funds rate by 75 basis points
was "appropriate and helpful."

   Western Europe
   --------------
Growth has also slowed in western Europe and confidence indicators
have generally deteriorated.  For the euro area, growth on an
annual basis is projected at 1.6 percent in 2008, down from
2.6 percent last year.  On a Q4-Q4 basis, growth is projected at
1.3 percent, compared with 2.3 percent in 2007.

At a January 29 news briefing in Washington, IMF research head
Simon Johnson said inflation remained a serious concern in
Europe and the European Central Bank had done a good job of
managing liquidity.

   Japan
   -----
Japanese growth has been dampened by a tightening in building
standards, while consumer and business sentiment have weakened.
Japan's growth is forecast on an annual basis at 1.5 percent in
2008, down from 1.9 percent last year, although on a Q4-Q4 basis
growth is forecast to improve somewhat to 1.6 percent from 1.2
percent in the fourth quarter of 2007.

   Emerging markets and developing countries
   -----------------------------------------
Despite some slowing of export growth, emerging market and
developing countries have thus far continued to expand strongly,
led by China and India.  These countries have benefited from the
strong momentum of domestic demand, more disciplined macroeconomic
policy frameworks, and in the case of commodity exporters, from
high food and energy prices.

Growth in emerging market and developing countries is also
expected to ease, moderating from 7.8 percent (annual basis) in
2007 to 6.9 percent in 2008.  In China, growth is projected to
decelerate from 11.4 percent to 10 percent, which should help
alleviate overheating concerns.

But growth in Africa is projected to pick up to 7.0 percent from
6.0 percent in 2007.

                   Inflation and interest rates
   
Headline inflation has increased since mid-2007 in both advanced
and emerging economies.  Core inflation has also drifted upward.
In the United States, the Federal Reserve has been cutting
interest rates in response to increasing downside risks to
activity, while policy has been on hold in the euro area and
Japan.  Meanwhile, central banks have continued to tighten
monetary policy in many emerging market economies, where food and
energy represent a higher share of consumption baskets and
overheating is more of a concern.

                            PPP basis

The latest IMF projections are calculated using revised purchasing
power parity (PPP) data published by the International Comparison
Program in December 2007.  This has resulted in a downward
revision of the previous estimates of global growth during 2005-07
of around 1/2 percentage point a year relative to the estimates in
the October 2007 World Economic Outlook.

                     Financial market outlook

In a separate Global Financial Stability Report Market Update,
the IMF said that deteriorating economic conditions could
exacerbate pressures on major financial institutions that have
already suffered big losses from the subprime crisis.

A possibly deeper economic downturn in the United States or
elsewhere could also serve to widen the crisis beyond the
subprime sector, as credit deteriorates more broadly, it
stated.

Already delinquency rates in 2007 vintages of U.S. prime
mortgages (those to the most credit worthy borrowers) are rising
faster than in previous years, albeit from low levels, and other
forms of consumer credit show signs of deterioration.

In Western Europe, signs of a future slowdown in credit growth
are just now emerging and there is some potential for worsening
credit quality as lending has been very robust in some countries
and several countries face housing markets considered overvalued,
the IMF warned.

Lending in some segments of the corporate sector also expanded
rapidly in the first half of 2007 with the rise in leverage
buyouts.  Weaker quality corporates have already seen a
substantial rise in the cost of credit although yields investment
grade debt have remained relatively stable.  Additionally, a
slowing economy will likely exacerbate the tighter credit
environment further as unemployment picks up and job growth slows.

Emerging markets have been resilient so far, but face challenges
ahead.  Emerging market equities have outperformed mature equity
markets, but prices in some markets have declined steeply since
the start of the year on expectations that the U.S. economy may
slow more rapidly.  "Signs of spillover are most evident in the
sharp fall in private emerging market bond issuance, particularly
in some emerging European economies whose banks have relied
heavily on external financing to support rapid domestic credit
growth," the Financial Market Update stated.  Generally, flows to
emerging markets have remained positive up to now.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Celine Agnes Mugabe
   Bankr. D. Md. Case No. 08-10871
      Chapter 11 Petition filed January 22, 2008
         Filed as Pro Se       


In Re James G. Knapp
   Bankr. D. Ariz. Case No. 08-00603
      Chapter 11 Petition filed January 23, 2008
         See http://bankrupt.com/misc/azb08-00603.pdf

In Re The Cedar Gardens Assisted Living, L.L.C.
   Bankr. D. Ariz. Case No. 08-00632
      Chapter 11 Petition filed January 23, 2008
         See http://bankrupt.com/misc/azb08-00632.pdf

In Re Northern Equities, L.L.C.
   Bankr. S.D. Fla. Case No. 08-10780
      Chapter 11 Petition filed January 23, 2008
         See http://bankrupt.com/misc/flsb08-10780.pdf

In Re John Eugene Belmont
   Bankr. N.D. Ill. Case No. 08-01500
      Chapter 11 Petition filed January 23, 2008
         See http://bankrupt.com/misc/ilnb08-01500.pdf

In Re Highlands Cable Group, L.P.
   Bankr. W.D. N.C. Case No. 08-20005
      Chapter 11 Petition filed January 23, 2008
         See http://bankrupt.com/misc/ncwb08-20005.pdf

In Re Cable Group, L.L.C.
   Bankr. W.D. N.C. Case No. 08-20006
      Chapter 11 Petition filed January 23, 2008
         See http://bankrupt.com/misc/ncwb08-20006.pdf

In Re Ninian U. Bond
   Bankr. W.D. N.C. Case No. 08-20007
      Chapter 11 Petition filed January 23, 2008
         See http://bankrupt.com/misc/ncwb08-20007.pdf

In Re Terry M. Myers
   Bankr. N.D. Ill. Case No. 08-01439
      Chapter 11 Petition filed January 23, 2008
         Filed as Pro Se       


In Re Timothy Craig Watson
   Bankr. E.D. Va. Case No. 08-70208
      Chapter 11 Petition filed January 23, 2008
         Filed as Pro Se       


In Re Pinehaven Construction, Inc.
   Bankr. D. Utah Case No. 08-20372
      Chapter 11 Petition filed January 23, 2008
         Filed as Pro Se       


In Re Preferred Insurance of East Tennessee, L.L.C.
   Bankr. E.D. Tenn. Case No. 08-50102
      Chapter 11 Petition filed January 23, 2008
         See http://bankrupt.com/misc/tneb08-50102.pdf

In Re Southern Media Communications, Inc.
   Bankr. S.D. Ala. Case No. 08-10238
      Chapter 11 Petition filed January 24, 2008
         See http://bankrupt.com/misc/alsb08-10238.pdf

In Re Powell Products, Inc.
   Bankr. D. Colo. Case No. 08-10760
      Chapter 11 Petition filed January 24, 2008
         See http://bankrupt.com/misc/cob08-10760.pdf

In Re Coleman Communications Corp.
   Bankr. W.D. N.Y. Case No. 08-10287
      Chapter 11 Petition filed January 24, 2008
         See http://bankrupt.com/misc/nywb08-10287.pdf

In Re Ta-Woh, Inc.
   Bankr. W.D. Penn. Case No. 08-20464
      Chapter 11 Petition filed January 24, 2008
         See http://bankrupt.com/misc/pawb08-20464.pdf

In Re Yvette C. Johnson-Threat
   Bankr. E.D. Va. Case No. 08-30295
      Chapter 11 Petition filed January 24, 2008
         See http://bankrupt.com/misc/vaeb08-30295.pdf

In Re Friendly Auto Funding, Inc.
   Bankr. M.D. Fla. Case No. 08-00416
      Chapter 11 Petition filed January 25, 2008
         See http://bankrupt.com/misc/flmb08-00416.pdf

In Re Marco's On Mill Street, Inc.
   Bankr. D. Mass. Case No. 08-40202
      Chapter 11 Petition filed January 25, 2008
         See http://bankrupt.com/misc/mab08-40202.pdf

In Re Horizon Dental
   Bankr. E.D. Mich. Case No. 08-41724
      Chapter 11 Petition filed January 25, 2008
         See http://bankrupt.com/misc/mieb08-41724.pdf

In Re Cafe Sunset, L.L.C.
   Bankr. S.D. N.Y. Case No. 08-22106
      Chapter 11 Petition filed January 25, 2008
         Filed as Pro Se

In Re James L. Ramsey
   Bankr. E.D. Wis. Case No. 08-20588
      Chapter 11 Petition filed January 25, 2008
         See http://bankrupt.com/misc/wieb08-20588.pdf

In Re Silagy Landscaping, Inc.
   Bankr. D. N.J. Case No. 08-11375
      Chapter 11 Petition filed January 27, 2008
         See http://bankrupt.com/misc/njb08-11375.pdf

In Re Peter F. Bronson
   Bankr. D. Ariz. Case No. 08-00777
      Chapter 11 Petition filed January 28, 2008
         See http://bankrupt.com/misc/azb08-00777.pdf

In Re Shell Point Yacht Club Trust
   Bankr. M.D. Fla. Case No. 08-01031
      Chapter 11 Petition filed January 28, 2008
         See http://bankrupt.com/misc/flmb08-01031.pdf

In Re Blue Sky Landscaping & Ground Maintenance, Inc.
   Bankr. N.D. Fla. Case No. 08-40042
      Chapter 11 Petition filed January 28, 2008
         See http://bankrupt.com/misc/flnb08-40042.pdf

In Re Classic Chicken, L.L.C.
   Bankr. E.D. Mich. Case No. 08-41840
      Chapter 11 Petition filed January 28, 2008
         See http://bankrupt.com/misc/mieb08-41840.pdf

In Re Cheryl Kay Hatley
   Bankr. D. N.M. Case No. 08-10211
      Chapter 11 Petition filed January 28, 2008
         See http://bankrupt.com/misc/nmb08-10211.pdf

In Re Roman Kholyavka
   Bankr. E.D. Penn. Case No. 08-10653
      Chapter 11 Petition filed January 28, 2008
         See http://bankrupt.com/misc/paeb08-10653.pdf

In Re M.K.F., L.L.C.
   Bankr. S.D. Miss. Case No. 08-00269
      Chapter 11 Petition filed January 28, 2008
         Filed as Pro Se

In Re Christopher F. Beyl
   Bankr. N.D. Ala. Case No. 08-80255
      Chapter 11 Petition filed January 29, 2008
         See http://bankrupt.com/misc/alnb08-80255.pdf

In Re Adastra, Inc.
   Bankr. N.D. Ala. Case No. 08-80261
      Chapter 11 Petition filed January 29, 2008
         See http://bankrupt.com/misc/alnb08-80261.pdf

In Re Partners Bistro, Inc.
   Bankr. C.D. Calif. Case No. 08-10393
      Chapter 11 Petition filed January 29, 2008
         See http://bankrupt.com/misc/cacb08-10393.pdf

In Re Beta Diagnostic Imaging, Inc.
   Bankr. M.D. Fla. Case No. 08-01106
      Chapter 11 Petition filed January 29, 2008
         See http://bankrupt.com/misc/flmb08-01106.pdf

In Re Pro Electric of Gainesville
   Bankr. N.D. Fla. Case No. 08-10020
      Chapter 11 Petition filed January 29, 2008
         See http://bankrupt.com/misc/flnb08-10020.pdf

In Re Chubbco, L.L.C.
   Bankr. N.D. Ga. Case No. 08-61339
      Chapter 11 Petition filed January 29, 2008
         See http://bankrupt.com/misc/ganb08-61339.pdf

In Re Crider Excavating, Inc.
   Bankr. M.D. Penn. Case No. 08-00262
      Chapter 11 Petition filed January 29, 2008
         See http://bankrupt.com/misc/pamb08-00262.pdf

In Re Cameron R. Howat
   Bankr. W.D. Penn. Case No. 08-20541
      Chapter 11 Petition filed January 29, 2008
         See http://bankrupt.com/misc/pawb08-20541.pdf

In Re Kek Hoei Lim
   Bankr. N.D. Calif. Case No. 08-30135
      Chapter 11 Petition filed January 29, 2008
         Filed as Pro Se

In Re Akali Ogbitse Igbene
   Bankr. E.D. Calif. Case No. 08-20942
      Chapter 11 Petition filed January 29, 2008
         Filed as Pro Se

                             *********

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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