TCR_Public/080204.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 4, 2008, Vol. 12, No. 29

                             Headlines



ADAPTEC INC: Posts $10MM Net Loss for Nine Months Ended Dec. 31
AGILYSYS INC: Extends Employment Contract of CEO Arthur Rhein
AEROMED SERVICES: Case Summary & 20 Largest Unsecured Creditors
AFFILIATED COMPUTER: Earns $81.6M in 2nd Qtr. Ended Dec. 31
ALL AMERICAN: February 13 Disclosure Statement Hearing Canceled

AMERICAN LAFRANCE: Files Plan of Reorganization
AMERIQUEST MORTGAGE: Three Classes Get S&P's Rating Downgrades
ANN TAYLOR: S&P Says Ratings Unaffected by Restructuring Program
ASSOCIATED ESTATES: Paying $0.54375/Share Dividend on March 14
BEAR STEARNS: Moody's Maintains Low-B Ratings on Six Cert. Classes

BEAR STEARNS: Three Classes Obtains S&P's Junk Ratings on Losses
BEAZER HOMES: to Exit Mortgage Origination Business
BELO CORP: Moody's Keeps Ratings, Closing Proposed Spin-off Review
BEXAR COUNTY: Moody's Downgrades Ratings on Housing Revenue Bonds
BLACKBOARD INC: Completes $182 Million Acquisition of NTI Group

BRIDGETECH HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $6.9 M.
BUFFETS HOLDINGS: Wants to Hire Houlihan Lokey as Bankers
BUFFETS HOLDINGS: To Delay Filing of 4th Qtr. 2007 Results
BUSINESS INNOVATIONS: Case Summary & 17 Largest Unsec. Creditors
CABALLERO HOLDINGS: Voluntary Chapter 11 Case Summary

CANAL CAPITAL: Todman & Co. Expresses Going Concern Doubt
CATHOLIC CHURCH: Davenport Files Ch. 11 Plan of Reorganization
CHIQUITA INTERNATIONAL: Inks New Banana Pact with C.I. Banacol
CHIQUITA BRANDS: Posts $28.2 Million Net Loss in 2007 3rd Quarter
CINRAM INT'L: S&P Chips Corporate Rating to B+ on Weak Performance

CITICORP RESIDENTIAL: S&P Reinstates Six Classes' Ratings From CCC
CLACKAMAS COUNTY: S&P Upgrades Ratings on Revenue Bonds From 'BB+'
COUNTRYWIDE FIN'L: Major Stakeholder Threatens BofA Merger Deal
COUNTRYWIDE FIN'L: Suit Vs. KB Home Venture Meant to Alarm BofA
CSK AUTO: Gets $845MM Buyout Offer from O'Reilly Automotive

DAYTON SUPERIOR: Moody's Attaches B1 Rating on $100 Mil. Sr. Loan
DELPHI CORP: Anticipates Chapter 11 Emergence by March 31
DELTA FINANCIAL: Can Hire FTI Consulting as Financial Advisor
DELTA FINANCIAL: Court Approves Auction of Unencumbered Loans
DELTA FINANCIAL: Wants Revision in Proposed Sale and Procedures

DERCO INC: Manasian & Rougeau Approved as Committee's Counsel
EASTERN ENERGY: S&P Puts BB+ Issue-Level Rating on $75 Mil. Loan
EDDIE BAUER: Cuts 123 Corporate Staff Positions on Three Units
EXOPACK HOLDING: Moody's Holds 'B2' Corporate Family Rating
FINANCIAL ASSET: Adverse Performance Cues S&P's Rating Downgrades

FORTUNOFF: Inks $100 Million Sale Agreement with Lord & Taylor
FULVIO FIERIMONTE: Case Summary & Nine Largest Unsecured Creditors
GEORGE MAIER: Voluntary Chapter 11 Case Summary
GLOBAL MOTORSPORT: Files Ch. 11 Petition, Sells Assets to Dae-Il
GO FIG: Court Fixes May 23 as Deadline for Filing Proofs of Claim

GO FIG: Seeks Court Nod on ATEC Inc. as Liquidator
GO FIG: Wants to Hire Lee & Associates as Leasing Agent
GOODYEAR TIRE: Will Redeem $650 Million in Senior Secured Notes
HARMONY HOLDINGS: Case Summary & 21 Largest Unsecured Creditors
HERCULES INC: Earnings Drop to $28MM in Qtr. Ended December 31

IAC/INTERACTIVECORP: Legal War with Liberty Media Jeopardizes Biz
INERGY LP: Improved Credit Metrics Cues S&P to Up Rating to 'BB-'
JAMES ALFRED ROSE: Voluntary Chapter 11 Case Summary
JOHN JACOBS: Case Summary & 16 Largest Unsecured Creditors
JOHNSON RUBBER: Committee Taps FTI Consulting as Financial Advisor

KANAWHA INSURANCE: Fitch Withdraws 'BBq' Quantitative FS Rating
KB HOME: Former Worker Sues Joint Venture with Countrywide
LAWRENCE SALANDER: Fraud Complaint Hearing Scheduled for Feb. 14
LB-UBS COMMERCIAL: Moody's Confirms Low-B Ratings on Nine Classes
LEAH MAYERS: Case Summary & Nine Largest Unsecured Creditors

LIBERTY MEDIA: B. Diller Says Legal War Jeopardizes IAC's Biz
LOAN DEVELOPMENT: Voluntary Chapter 11 Case Summary
MACKLOWE PROPERTIES: Fin'l Woes to Impact $2.5BB COMM 2007-FL14
MACKLOWE PROPERTIES: Inks Tentative Agreement with Deutsche Bank
MAGNETITE ASSET: Moody's Withdraws Low-B Ratings on Two Classes

MARINER ENERGY: Completes Acquisition of Hydro Gulf's Affiliate
MBS MANAGEMENT: To Auction Texas Apartment for $9.6MM
MH 7 PROPERTIES: Case Summary & Two Largest Unsecured Creditors
MORGAN STANLEY: Moody's Retains Low-B Ratings on Six Cert. Classes
MOUNT AIRY: Moody's Chips Corp. Rating to B3 on License Suspension

MQ ASSOCIATES: Completes Tender Offer for 12-1/4% Senior notes
MUSICLAND HOLDING: Liquidation Plan Declared Effective January 30
NATALIE LOERA: Voluntary Chapter 11 Case Summary
NEW CENTURY: Wants Exclusivity Period Extended to Feb. 21
NEW CENTURY: Court Approves GRP Loan Sale Procedures

NEW CENTURY: Missal's 1st Interim Report Now Part of Public Record
NORTH AMERICAN: Oct. 31 Balance Sheet Upside-Down by $2.91 Mil.
PACIFIC LUMBER: Competing Plans Filed for Pacific Lumber
PACIFIC LUMBER: Schwarzenegger Voices Concern on PALCO Bankruptcy
PAETEC HOLDING: Extends Exchange Offer of Notes to February 6

PFP HOLDINGS: Case Summary & 122 Largest Unsecured Creditors
PINNACLE LAB: Case Summary & 20 Largest Unsecured Creditors
PLASTECH ENGINEERED: Files Chapter 11 Over Canceled Chrysler Order
PLASTECH ENGINEERED: Case Summary & 20 Largest Unsecured Creditors
PLASTECH ENGINEERED: S&P Junks Corporate Credit Rating From 'B-'

POST PROPERTIES: Various Companies Interested to Make Bid Offers
QUEBECOR WORLD: U.K. Unit Placed into Administration
QUEBECOR WORLD: Union Sees Job Cuts with Corby Unit Receivership
REDDY ICE: To Receive $21 Mil. Cash for Merger Deal Termination
RICHARD HATFIELD: Case Summary & 20 Largest Unsecured Creditors

SALANDER GALLERIES: Fraud Complaint Hearing Scheduled for Feb. 14
SANMINA-SCI: Fitch Holds Issuer Default Rating at B+ Neg
SANMINA-SCI: Elects John P. Goldsberry to Board of Directors
SCOTTISH RE: Eroding Capitalization Prompts S&P to Cut Rating to B
SECURAMERICA HOLDING: Case Summary & 20 Largest Unsec. Creditors

SOVEREIGN COS: Case Summary & 33 Largest Unsecured Creditors
STRATOS GLOBAL: Moody's Changes Outlook to Stable; Holds B1 Rating
STRUCTURED ASSET: 26 Classes Acquire S&P's Rating Confirmations
SUMMIT GLOBAL: Taps Donlin Recano as Claims and Balloting Agent
SUMMIT GLOBAL: Wants to Access Fortress' $5 Million DIP Facility

SUMMIT GLOBAL: Wants Until March 17 to File Schedules & Statements
TECHALT INC: Defers Closing of EV Parts Merger to Early February
TEMBEC INC: Gets Terms of Recapitalization Proposal from Jolina
TILLIM LLC: Case Summary & Eight Largest Unsecured Creditors
TREASURE ISLAND: Case Summary & Eight Largest Unsecured Creditors

TRIBUNE COMPANY: Buying TMCT LLC's Real Estate for $175 Million
UNITED RUBBER: Case Summary & 10 Largest Unsecured Creditors
UMMA RESOURCES: Voluntary Chapter 11 Case Summary
VICTOR PLASTICS: Given Interim OK to Obtain DIP Financing
WACHOVIA BANK: Moody's Downgrades Ratings on Four Cert. Classes

WACHOVIA BANK: Moody's Slashes Ratings on Three Classes to Low-B
WATERFORD EQUITIES: Seeks Court Nod to Obtain DIP Financing
WERNER LADDER: Creditors Sue Former Owners Insiders for $1 Billion
WEST CORP: Dec. 31, 2007 Balance Sheet Upside Down by $2.2 Million
WILLIAM SCALES: Voluntary Chapter 11 Case Summary

* Fed Reserve Banks Board OKs Move to Cut Discount Rate to 3.5%
* Fitch Says U.S. Auto Loan ABS in for a Bumpy Ride in 2008
* Fitch Says High Operating Cost to Extend Pressures on Food Cos.
* Fla. Amendment 1 to Affect Local Govt. Issuer Credit, Fitch Says
* Fitch Ends Review of Closed-end Funds' Share Issue Ratings

* Fitch Says Net Loss on U.S. Auto Loan Rose to 1.34% in Dec. 2007
* S&P Takes Action on 6,389 Subprime RMBS and 1,953 CDO Ratings

* Credit Manager's Index Opens 2008 in a Slump

* BOND PRICING: For the Week of Jan. 28 -- Feb. 1, 2008



                             *********

ADAPTEC INC: Posts $10MM Net Loss for Nine Months Ended Dec. 31
---------------------------------------------------------------
Adaptec Inc. reported its financial results for the third quarter
of fiscal 2008, which ended on Dec. 31, 2007.

Net income for three months ended Dec. 31, 2007, was
$1.11 million, compared to net income of $6.38 million for the
same period in the previous year.

For nine months ended Dec. 31, 2007, the company has
$10.16 million net loss, compared to $34.17 million net income for
the same period in the previous year.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $695.54 million, total liabilities of $275.39 million and total
stockholders' equity of $420.15 million.  

"Although we are not satisfied with the current revenue
trajectory, we are very pleased with our product development
efforts during the past few quarters," S. "Sundi" Sundaresh,
president and CEO of Adaptec, said.  We have a broad array of
award-winning products which we will expand further during our
next fiscal quarter.  Furthermore, we remain focused on improving
our operating model and maintaining the strength of our balance
sheet. I am happy to note that the entire team is working
diligently to brighten Adaptec's future."

                      About Adaptec Inc.

Based in Milpitas, California, Adaptec Inc. (NASDAQ: ADPT) --  
http://www.adaptec.com/-- provides storage solutions that move,  
manage, and protect critical data and digital content.  Adaptec's
software and hardware-based solutions are delivered through
Original Equipment Manufacturers and channel partners to provide
storage connectivity, data protection, and networked storage to
enterprises, government organizations, medium and small businesses
worldwide.

                          *     *     *

Moody's Investor Services placed Adaptec Inc.'s  long-term
corporate family rating at 'B1' and equity linked rating at 'B3'
in April 2001.  The ratings still hold to date with a negative
outlook.


AGILYSYS INC: Extends Employment Contract of CEO Arthur Rhein
-------------------------------------------------------------
Agilysys Inc. has extended its existing employment agreement with
Arthur Rhein, the company's chairman, president and chief
executive officer, consistent with the execution of the company's
strategic plan and communicated financial goals.

Mr. Rhein's employment agreement was extended for an additional
year, from April 1, 2009, to March 31, 2010, at his current
salary, and includes a grant of 70,000 performance shares vesting
solely on the achievement of financial targets established for the
executive officer long-term incentive plan.

The board of directors said the extension demonstrates its strong
endorsement of Mr. Rhein's leadership, and the track record of the
management team, in strategically transforming the business and
profitably redeploying the company's asset base to seize growth
opportunities and generate shareholder value.

Mr. Rhein was named president and chief executive officer in April
2002 and chairman in April 2003.  Under his leadership, the
company has implemented a series of acquisitions and divestitures
to move higher up the IT value scale where it can further
differentiate itself and realize higher margins.

In March 2007, the company divested its KeyLink Systems
Distribution Business.  Management has made significant progress
toward its aggressive financial goals stated at the time of the
divestiture.  These goals include doubling sales to $1 billion by
the end of fiscal 2009, which ends March 31, 2009, and tripling
sales to $1.5 billion by fiscal 2010, achieving gross margins in
excess of 20% and EBITDA margins of 6%.  As a result of strong
organic growth and the four acquisitions the company has completed
since January 2007, its annual revenue run rate is now
approximately $850 million.

Interested parties can review details of the extension agreement
by consulting the Form 8-K filed with the Securities and Exchange
Commission.

                  About Agilysys Inc

Based in Mayfield Heights, Ohio, Agilysys Inc. (Nasdaq: AGYS) --
http://www.agilysys.com/-- is one of the distributors and      
resellers of enterprise computer technology solutions.  The
company is delivering complex server and storage hardware,
software and services to resellers, large and medium-sized
corporate customers, well as public-sector clients across a
diverse set of industries.  In addition, the company provides
customer-centric software applications and services focused on the
retail and hospitality markets.  Agilysys has sales offices
throughout the United States and Canada.

                          *     *     *

Standard and Poor's placed Agilysys Inc.'s long-term foreign and
local issuer credit ratings at "BB-" in October 2004.  The ratings
still hold to date.


AEROMED SERVICES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Aeromed Services Corp.
        GPO Box 70344
        San Juan, PR 00936

Bankruptcy Case No.: 08-00518

Type of Business: The Debtor offers air ambulance services.
                  See: http://www.aeromedems.com/

Chapter 11 Petition Date: January 31, 2008

Court: District of Puerto Rico (Old San Juan)

Debtors' Counsel: Alexis Fuentes Hernandez
                  P.O. Box 9022726
                  San Juan, PR 00902-2726
                  Tel: (787) 607-3436

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Banco De Desarrolo Economico   working capital       $1,785,689
P.O. Box 2134
San Juan, PR 00922-2134

Air Methods Corp.              helicopter services   $1,020,000
7301 South Peoria              provider           
Englewood, CO 80112          

Era Med LLC                    helicopter services   $508,206
1 Earhardt Drive, Suite        provider          
Coatesville, PA 19320

Adm. Servicios Medicos De PR   medical control and   $215,773
                               ancillary

Cuerros de Emergencias Medicas paramedics services   $80,720

Maria Teresa Barrera           legal services        $35,000

JAC Premium Financing          insurance lease       $21,990

Department of Treasury of PR   taxes; interest &     $15,400
                               penalties

O'Neill & Borges               professional services $13,352

Popular Auto Inc.              lease                 $8,616

Progressive Medical Inc.       medical equipment     $6,907

Municipio De San Juan          municipal business    $5,218
                               license
                               
Cingular                       cellular telephone    $4,958
                               services

Emergency Response             ground ambulance      $3,540
                               provider

Axesa Servicios de Informacion yellow pages          $2,900
                               advertising

Trailer Van Corp.              trailer rental        $1,900

World Net Telecommunication    Telephone & Fax       $1,500
                               service

Blanco A/C and Refrigeration   maintenance services  $760

GM Paramedical                 ground ambulance      $600
                               provider

Parvel Ambulance               ground ambulance      $600


AFFILIATED COMPUTER: Earns $81.6M in 2nd Qtr. Ended Dec. 31
-----------------------------------------------------------
Affiliated Computer Services Inc. reported net income of $81.6
million for second quarter ended Dec. 31, 2007, compared to net
income of $72.1 million for the same period in the previous year.

"I am very pleased with our second quarter results," said
Lynn Blodgett, ACS president and chief executive officer.  "With
the uncertainty of ownership behind us we were able to focus on
selling more business, collecting our cash and growing earnings
per share.  Our financial goal is to deliver consistent, good
growth in revenue, signings and earnings."

"I feel we made very positive progress toward those goals this
quarter.  We need to continue improving our revenue growth rates
and I am confident that our improved signings this quarter and in
the future will be the main catalyst for accelerating our growth.  
We also demonstrated we can manage
our collections and capital expenditures.  I'm proud of the
results our great team delivered this quarter."

For six months ended Dec. 31, 2007, the company reported net
income of $147.7 million, compared to net income of
$133.5 million for the same period in the previous year.

Key highlights from ACS' fiscal year 2008 second quarter:

   -- Cash flow from operations during the second quarter was
      approximately $323 million.  Free cash flow during the
      quarter was $248 million.  This quarter's cash flow
      results benefited from improved collections on accounts
      receivable. Capital expenditures and additions to
      intangible assets were approximately $74 million.

   -- During the quarter, the company's board of directors
      endorsed a $1 billion share repurchase program and
      authorized a $200 million share repurchase program.  The
      company used free cash flow to complete the $200 million
      share repurchase program during the second quarter,
      purchasing approximately 4.5 million shares at an average
      price of $44 per share.

Key year-to-date highlights for fiscal 2008:

   -- Cash flow from operations for year-to-date fiscal 2008
      was approximately $331 million and free cash flow was
      $181 million.  Capital expenditures and additions to
      intangibles were approximately $150 million.

At Dec. 31, 2007, the company's balance sheets showed total assets
of $6.03 billion, total liabilities of $3.98 billion and total
stockholder's equity of $2.05 billion.

            About Affiliated Computer Services Inc.

Headquartered in Dallas, Texas, Affiliated Computer Services Inc.
(NYSE:ACS) -- http://www.acs-inc.com/-- provides business process  
outsourcing and information technology services to commercial and
government clients.  The company has two segments based on the
clients it serves: commercial and government.  The company
provides services to a variety of clients including healthcare
providers and payers, manufacturers, retailers, wholesale
distributors, utilities, entertainment companies, higher education
institutions, financial institutions, insurance and transportation
companies.

                        *     *      *  

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Moody's Investors Service confirmed Affiliated Computer Services'
Ba2 corporate family rating with a stable rating outlook.  This
rating confirmation concludes a review for possible downgrade
initiated on March 20, 2007.  The ratings of ACS remained under
review for possible downgrade.


ALL AMERICAN: February 13 Disclosure Statement Hearing Canceled
---------------------------------------------------------------
The Honorable Laurel M. Isicoff of the United States Bankruptcy
Court for the Southern District of Florida canceled the hearing
set for Feb. 13, 2008, to consider the adequacy of the Official
Committee of Unsecured Creditors of All American Semiconductor
Inc.'s proposed disclosure statement explaining its plan of
reorganization for the Debtor.

Judge Isicoff also canceled the proposed deadline for submitting
objections, which was presently scheduled for Feb. 6, 2008.  
Moreover, Judge Isicoff has set no hearing date to consider
approval of the Committee's proposed disclosure statement.

According to Judge Isicoff, the Debtor should file with the Court
the monthly operating reports for the period through and including
Oct. 31, 2007, on or before Feb. 4, 2008.

As reported in the Troubled Company Reporter on Jan. 10, 2008, the
Debtor's Committee delivered to the Court a Chapter 11 Plan of
Liquidation and a Disclosure Statement explaining that Plan.

                     Overview of the Plan

The proposed Plan contemplates the liquidation of all of the
Debtor's assets and to investigate and prosecution of all
litigation claims of the estate.  The Plan intends to maximize
the value of recoveries to all valid creditors of the Debtors on
an equitable basis.

The Committee says it will select Kenneth A. Welt as liquidating
trustee who is expected to liquidate and distribute the proceeds
in accordance with the Plan.

                     Treatment of Claims

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

    -- Super-Priority Claims totaling $8,526,060;
    -- Administrative Claims totaling $3,227,818;
    -- Priority Tax Claims totaling $321,443; and
    -- Priority Claims totaling $468,580.

The Debtor relates that holders of Allowed General Unsecured
Claims, totaling $34,205,920, will receive at least 32.93% of
their respective claims plus a pro rata share of the initial
distribution amount.

Holders of Allowed Lender Deficiency Claims, totaling $9,361,650,
is also expected to recover at least 32.93% of their claims.

Equity Interests will be canceled on the effective date and
holders will not receive anything under the Plan.

                 About All American Semiconductor

Based in Miami, Florida, All American Semiconductor Inc. (Pink
Sheets: SEMI.PK) -- http://www.allamerican.com/-- distributes
electronic components manufactured by others.  The company
distributes a full range of semiconductors including transistors,
diodes, memory devices, microprocessors, microcontrollers, other
integrated circuits, active matrix displays and various board-
level products.  All American also distributes passive components
such as capacitors, resistors and inductors; and electromechanical
products such as power supplies, cable, switches, connectors,
filters and sockets.  The company also offers complete solutions
for flat panel display products.

In total, the company offers approximately 40,000 products
produced by approximately 60 manufacturers.  The company has 36
strategic locations throughout North America and Mexico, as well
as operations in China and Western Europe.

The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963).  Craig D. Hansen, Esq., Tina M. Talarchyk, Esq., and
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P.,
represent the Debtors.  Mesirow Financial Consulting, LLC serve as
financial advisor to the Committee.  William Hawkins, Esq., at
Loeb & Loeb, LLP, is the Official Committee of Unsecured Creditors
general bankruptcy counsel.  Jerry M. Markowitz, Esq., at
Markowitz, Davis, Ringel & Trusty, P.A., is the Committee's local
counsel.  As of Feb. 28, 2007, the Debtors' balance sheet showed
total assets of $117,634,000 and total debts of $106,024,000.


AMERICAN LAFRANCE: Files Plan of Reorganization
-----------------------------------------------
American LaFrance, LLC filed its Plan of Reorganization and
supporting Disclosure Statement on February 3, 2008.  The court
has set March 3, 2008 to approve the Disclosure Statement and
April 9, 2008, to consider confirmation of the Plan.

Contemporaneously, the Company filed a motion to sell the assets
of the Company if the Plan is not approved by creditors and
confirmed by the bankruptcy court.  The Company's related motion
to establish bidding procedures is set for hearing on February 21,
2008.  The Company has secured an agreement with Patriarch
Partners Agency Services to serve as the stalking horse bidder for
the asset sale.

The Plan contemplates satisfaction in full of all senior secured
debt, administrative claims, and priority claims.  To address the
$84 million of contingent and non-contingent general unsecured
debt, the Plan provides for the assumption by the reorganized
company of approximately $27 million of such claims and
establishing a fund of assets including $5 million of cash and
litigation assets with an estimated value of $17 million for the
remainder of the claimants to share pro-rata.  Unsecured creditors
with balances $2,500 or below (or those willing to reduce the
claim to $2,500) will be paid in full without interest.

William K. Snyder, the proposed CRO, stated, "This Plan allows the
Company to clear the deck of contentious litigation, clean up its
balance sheet and quickly exit bankruptcy; it is anticipated the
unsecured creditors would much prefer reorganization with a
significant return than a quick asset sale followed by liquidation
of the old company."

The Plan will allow the Company to reject leases and unprofitable
contracts so that it may be profitable and to restructure its debt
for long term success.  The Company has announced the closure of
its Sanford, FL; Lake Mary, FL; Hanahan, SC; Lebanon, PA; Jedburg,
SC and Portland, OR facilities in order to consolidate and reduce
overhead expenses.

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


AMERIQUEST MORTGAGE: Three Classes Get S&P's Rating Downgrades
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-5, M-6, and M-7 asset-backed pass-through certificates
from Ameriquest Mortgage Securities Inc.'s series 2004-R3.   
Concurrently, S&P affirmed its ratings on the remaining seven
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 $25.710 million, or
2.57% of the original principal balance.  Serious delinquencies
(90-plus days, foreclosures, and REOs) were $28.23 million, about
9.6x greater than the current amount of overcollateralization
(O/C), which is $3.66 million below its $6.62 million target.   
Losses have consistently outpaced excess interest for 11 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, O/C, and excess spread provide credit support for
this series.  The loan pool consists of conventional, one- to
four-family, adjustable- and fixed-rate mortgage loans secured by
first liens on residential properties.

                         Ratings Lowered

               Ameriquest Mortgage Securities Inc.
       Asset-backed Pass-through Certificates Series 2004-R3

                                      Rating
                                      ------
                   Class       To              From
                   -----       --              ----
                   M-5         BB              BBB
                   M-6         B               BBB-
                   M-7         CCC             BB+

                         Ratings Affirmed

                Ameriquest Mortgage Securities Inc.
       Asset-backed Pass-through Certificates Series 2004-R3

                   Class                      Rating
                   -----                      ------
                   A-1A, A-1B, A-4            AAA
                   M-1                        AA
                   M-2                        A
                   M-3                        A-
                   M-4                        BBB+


ANN TAYLOR: S&P Says Ratings Unaffected by Restructuring Program
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Ann
Taylor Inc. (BB-/Stable/--) remain unchanged after the company's
announcement of a restructuring program to be completed over the
next three years.  The New York City-based company expects to save
approximately $50 million annually on a pretax basis by closing
117 underperforming stores, reducing corporate staff by 13%, and
undergoing a productivity initiative that will include improving
procurement of non-merchandise goods and services.  

The closed stores contribute approximately $210 million to sales
but have little impact on profits. Management expects the
restructuring program to cost about $40 million to $45 million,
with approximately $25 million in non-cash expenses related to
store closures.  Fiscal 2007 costs are expected to be about $29
million and will primarily be non-cash.  S&P expects credit
metrics to remain satisfactory for the rating, with debt to EBITDA
staying below 3x and interest coverage of more than 4x for
fiscal 2007.


ASSOCIATED ESTATES: Paying $0.54375/Share Dividend on March 14
--------------------------------------------------------------
Associated Estates Realty Corporation disclosed that a quarterly
dividend of $0.54375 per one-tenth depositary share has been
declared on the company's 8.70% Class B Series II Cumulative
Redeemable Preferred Shares, payable on March 14, 2008 to
shareholders of record on Feb. 29, 2008.

Each depositary share represents one-tenth of a share of the
Company's 8.70% Class B Series II Cumulative Redeemable Preferred
Shares.

Based in Richmond Heights, Ohio, Associated Estates Realty
Corporation (NYSE: AEC) -- http://www.aecrealty.com/-- is a real  
estate investment trust and is a member of the Russell 2000 Index.  
The company directly or indirectly owns, manages or is a joint
venture partner in 98 properties containing a total of 19,909
units located in 10 states.

                          *     *     *

Moody's Investor Service placed Associated Estates Realty
Corporation's long term foreign and local issuer credit rating at
'B+' on July 2007.  The rating still holds to date with a stable
outlook.


BEAR STEARNS: Moody's Maintains Low-B Ratings on Six Cert. Classes
------------------------------------------------------------------
Moody's Investors Service affirmed these ratings of all classes of
Bear Stearns Commercial Mortgage Securities Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-TOP22:

  -- Class A-1, $63,055,558, affirmed at Aaa
  -- Class A-2, $212,000,000, affirmed at Aaa
  -- Class A-3, $95,100,000, affirmed at Aaa
  -- Class A-AB, $81,500,000, affirmed at Aaa
  -- Class A-4, $563,831,000, affirmed at Aaa
  -- Class A-1A, $192,494,512, affirmed at Aaa
  -- Class A-M, $170,469,000, affirmed at Aaa
  -- Class A-J, $125,722,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $31,963,000, affirmed at Aa2
  -- Class C, $12,785,000, affirmed at Aa3
  -- Class D, $25,570,000, affirmed at A2
  -- Class E, $14,917,000, affirmed at A3
  -- Class F, $14,916,000, affirmed at Baa1
  -- Class G, $14,916,000, affirmed at Baa2
  -- Class H, $8,523,000, affirmed at Baa3
  -- Class J, $10,655,000, affirmed at Ba1
  -- Class K, $2,131,000, affirmed at Ba2
  -- Class L, $6,392,000, affirmed at Ba3
  -- Class M, $2,131,000, affirmed at B1
  -- Class N, $2,131,000, affirmed at B2
  -- Class O, $4,262,000, affirmed at B3

As of the Jan. 14, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 2.1%
to $1.67 billion from $1.70 billion at securitization.  The
Certificates are collateralized by 223 loans ranging in size from
less than 1.0% to 7.2% of the pool, with the top 10 loans
representing 29.6% of the pool.  The pool consists of a shadow
rated component, representing 27.3% of the pool, and a conduit
component, representing 72.7% of the pool.  No loans have
defeased.  There have been no loans liquidated from the pool and
there are no loans in special servicing.  Fourteen loans,
representing 6.3% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
98.6% of the loans.  Moody's weighted average loan to value ratio
for the conduit component is 92.1%, compared to 89.6% at
securitization.

The largest shadow rated loan is the Chesterbrook/Glenhardle
Office Portfolio Loan ($120.0 million - 7.2%), which is secured by
17 office properties located in Wayne, Pennsylvania.  There is
also a subordinate B note of $55 million held outside the trust.   
The loan is interest only for the entire term.  Moody's current
shadow rating is Baa3, the same as at securitization.

The second largest shadow rated loan is the Alderwood Mall Loan
($100.5 million -- 6.0%), which is secured by the borrower's
interest in a 1.3 million square foot regional mall (565,000
square feet is collateral) located approximately 20 miles north of
Seattle in Lynnwood, Washington.  The mall is anchored by Macy's
(formerly Bon Marche), Sears, J.C. Penney and Nordstrom.  The loan
is structured as a pari passu note with a total balance of balance
of $205.3 million.  There is also a subordinate B note of
$54 million and mezzanine debt of $35 million held outside the
trust.  Moody's current shadow rating is Baa1, the same as at
securitization.

The third largest shadow rated loan is the Mervyn's Portfolio Loan
($64.2 million -- 3.8%), which is secured by 25 retail properties
leased to Mervyn's through September 2025.  The properties are
located in California (23) and Texas (2).  The loan is interest
only for the entire term and is structured as a pari passu note
with a total balance of $131.0 million.  Moody's current shadow
rating is Baa3, the same as at securitization.

The fourth shadow rated loan is the 60 Thompson Street Loan
($29.0 million -- 1.7%), which is secured by a 98-room luxury
boutique hotel located in New York City.  Performance has improved
due to increased NOI.  Moody's current shadow rating is Baa1,
compared to Baa3 at securitization.

The fifth, sixth, seventh and eighth shadow rated loans comprise
4.5% of the pool.  Moody's current shadow ratings for these loans
are the same as at securitization.  The Embassy Suites Sacramento
Loan ($21.3 million -- 1.3%) and the Federal Express Facility Loan
($15.6 million -- 0.9%) are shadow rated Baa3.  The Chambers Hotel
Loan ($19.5 million -- 1.2%) is shadow rated Ba1 and the Blakely
Hotel Loan ($18.5 million -- 1.1%) is shadow rated A1.

The ninth shadow rated loan is the Marriott Courtyard -- Fort
Lauderdale Loan ($12.2 million -- 0.7%), which is secured by a
174-room full service hotel located in Dania Beach, Florida.  The
loan has benefited from amortization as well as increased NOI.   
Moody's current shadow rating is A1, compared to A2 at
securitization.

The tenth shadow rated loan is the Tamarack Garden Apartments Loan
($11.7 million -- 0.7%), which is secured by a 194-unit
multifamily complex located in Orange County, California.   
Performance has been impacted by increased expenses.  Moody's
current shadow rating is Aa3, compared to Aa2 at securitization.

The eleventh shadow rated loan is the Oak Ridge Estates Loan
($11.0 million -- 0.7%), which is secured by a 621-site
manufactured home community located in Monroe, Michigan.   
Performance has been impacted by increased expenses.  Moody's
current shadow rating is A3, compared to A2 at securitization.

The twelfth shadow rated loan is the Rudgate Silver Springs MHC
Loan ($9.9 million -- 0.6%), which is secured by a 547-site
manufactured home community located in Clinton Township, Michigan.   
Performance has improved due to increased revenue.  Moody's
current shadow rating is Aaa, compared to Aa1 at securitization.

The remaining six shadow rated loans ($21.9 million -- 1.3%) are
secured by multifamily co-ops located in Manhattan (3), Brooklyn
(1) and Rockland County (1).  Moody's current shadow ratings for
these loans are all Aaa, the same as at securitization.

The top three conduit loans represent 6.2% of the outstanding pool
balance.  The largest conduit loan is the Olympic Plaza Loan
($39.1 million -- 2.3%), which is secured by a 244,448 square foot
office building located in Los Angeles, California.  Loan
performance has benefited from amortization.  Moody's LTV is 95.5%
compared to 98.1% at securitization.

The second largest conduit loan is the 12601 Fair Lakes Circle
Loan ($35.0 million -- 2.1%), which is secured by a 264,000 square
foot office building, located in Fairfax, Virginia.  The building
is 100.0% leased to CGI Group Inc. until February 2011, which is
also when the loan is due.  The loan is interest only for the
entire term. Moody's LTV is 73.0%, essentially the same as at
securitization.

The third largest conduit loan is the 234 West 48th Street Loan
($30.0 million -- 1.8%), which is secured by the leased fee
position on a 9,550 square foot land parcel located in the Theater
District of New York City.  The land parcel is leased to the
owners of a 334-room Best Western President full service hotel.   
The loan is interest only for the entire term.  Moody's LTV is
91.9% compared to 94.0% at securitization.


BEAR STEARNS: Three Classes Obtains S&P's Junk Ratings on Losses
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on eight
classes of asset-backed certificates issued by three Bear Stearns
Asset Backed Securities Trust deals.  Concurrently, S&P affirmed
its ratings on the remaining 14 classes from these transactions.
     
The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses.  As of the December 2007
remittance date, cumulative realized losses, as a percentage of
the original pool balances, were 1.21% (series 2004-FR1), 1.17%
(series 2004-HE3), and 2.40% (series 2004-HE4), while severe
delinquencies (90-plus days, foreclosures, and REOs), as a
percentage of the current pool balances, were 18.66%, 12.05%, and
20.81%, respectively.  Losses have outpaced excess interest over
the past six months by 3.81x (series 2004-FR1), 5.53x (series
2004-HE3), and 5.68x (series 2004-HE4).  Overcollateralization
(O/C) is below its target for all three transactions, at 11 basis
points (bps), 35 bps, and 43 bps below target for series 2004-FR1,
2004-HE3, and 2004-HE4.  
     
The affirmations reflect sufficient credit enhancement available
to support the ratings at their current levels.  The classes with
affirmed ratings have actual and projected credit support
percentages that are in line with their original levels.
     
Subordination, O/C, and excess spread provide credit support for
these transactions.  The collateral for these series originally
consisted primarily of conventional, fixed- and adjustable-rate
mortgage loans secured by first and second liens on one- to four-
family residential properties.
  
                         Ratings Lowered

             Bear Stearns Asset Backed Securities Trust

                                            Rating
                                            ------
              Series        Class         To    From
              ------        -----         --    ----
              2004-FR1      M7            BB    BBB+
              2004-FR1      M8A, M8B      CCC   B
              2004-HE3      M6            B     BBB-
              2004-HE3      M7            CCC   BB
              2004-HE4      M4            BBB   A
              2004-HE4      M5            B     A-
              2004-HE4      M6            CCC   BB

                         Ratings Affirmed

             Bear Stearns Asset Backed Securities Trust

              Series       Class                Rating
              ------       -----                ------
              2004-FR1     M1                   AA+
              2004-FR1     M2                   AA
              2004-FR1     M3                   A+
              2004-FR1     M4, M5               A
              2004-FR1     M6                   A-
              2004-HE3     M2                   A
              2004-HE3     M3                   A-
              2004-HE3     M4                   BBB+
              2004-HE3     M5                   BBB
              2004-HE4     M1                   AA+
              2004-HE4     M2                   AA-
              2004-HE4     M3                   A+
              2004-HE4     M7                   CCC




BEAZER HOMES: to Exit Mortgage Origination Business
---------------------------------------------------
Beazer Homes USA, Inc. has discontinued its mortgage origination
services through Beazer Mortgage Corporation and established a new
marketing services arrangement with Countrywide Financial
Corporation.

Beazer also announced conclusions from its previously announced
comprehensive review of the Company's markets, and provided
certain unaudited and preliminary first quarter financial and
operating data.

"We remain disciplined in our operating approach, responding to
what has been and what we expect will continue to be a challenging
environment for homebuilding," said Ian J. McCarthy, President and
Chief Executive Officer.  "We continue to make reductions in
direct costs, overhead expenses and land spending, as well as
unsold home inventories and believe the actions we have taken to
preserve liquidity and generate cash will enable us to
successfully weather the downturn.  At the same time, we believe
the strategic actions we are announcing today will position us
well to take advantage of opportunities that will arise when our
markets begin to recover. We continue to focus on differentiating
Beazer Homes in the eyes of the consumer and allocating capital
and resources in order to enhance long term shareholder value."

The Company announced that it will discontinue mortgage
origination services through Beazer Mortgage Corporation effective
immediately and has ended its related mortgage services
relationship with Homebuilders Financial Network, LLC.  The
Company has entered into a new marketing services arrangement with
Countrywide Financial Corporation, whereby Beazer Homes will
market Countrywide as the preferred mortgage provider to Beazer
Homes' customers.  Under the agreement, Countrywide's
comprehensive array of mortgage products and services will be made
available to Beazer Homes' homebuyers through dedicated
Countrywide loan counselors serving all of Beazer Homes'
communities.

"We are pleased to enter into this arrangement with Countrywide,
whose broad capabilities in the mortgage financing business make
it uniquely qualified to serve our customers across the country,"
said McCarthy.  "Through this agreement, we can continue to focus
on what we do best, providing our customers with homes of superior
quality and value. At the same time, given the increasing
complexities in mortgage financing today, we believe working with
an established leader in mortgage lending makes the most sense for
our homebuyers and our business."

Beazer's decision to close Beazer Mortgage Corporation and end its
relationship with HFN will result in related charges and expenses.
The Company does not believe that the amounts and timing of such
expenses will be determinable until the Company is able to resolve
the previously disclosed mortgage origination issues identified by
the Audit Committee's investigation.

As previously announced in July 2007, the Company has undertaken a
comprehensive review of each of its markets in order to refine its
overall investment strategy and optimize its capital and resource
allocation to enhance both its financial position and shareholder
value.  This review entailed an evaluation of both external market
factors and the Company's position in each market to determine how
to optimize and prioritize investment across the Company's
existing and potential geographic footprint.

As a result of this review, the Company has decided that it will
exit its homebuilding operations in Charlotte, NC, Cincinnati and
Dayton, OH, Columbia, SC, Columbus, OH, and Lexington, KY. While
specific plans and timetables for an orderly transition will vary
according to the market, the Company intends to complete all homes
under construction and is committed to maintaining customer care
resources to provide ongoing warranty service to homeowners
through their warranty periods. The Company is evaluating its
current land holdings and inventory in each of these markets to
determine the appropriate methods and timing for disposition.

Over the next twelve months, the Company expects to generate
incremental cash as a result of the decision to withdraw from
these markets. At December 31, 2007, the Company expects to
reclassify certain assets in these markets as property held for
sale, and to recognize impairment charges to reduce their carrying
value to estimated proceeds less costs to sell. The Company also
expects to recognize abandonment charges related to land option
positions. In addition, over the next few months, the Company will
incur other shut down costs associated with the wind down of
operations. Due to the ongoing restatement, the Company will not
be able to quantify the financial impact of these decisions until
restated financial statements are finalized. At June 30, 2007,
approximately 5% of the Company's homebuilding assets were
invested in the markets affected by today's announcement.

In addition, the Company has confirmed plans to enter the
Northwest Florida market in cooperation with The St. Joe Company.  
The two companies entered into a long-term relationship in 2006
under which St. Joe entitles and sells home sites in a number of
the region's markets to Beazer Homes. The two companies work
together on several projects and together plan to identify new
opportunities as market conditions in the region improve.

   Preliminary First Quarter Financial and Operating Data

The Company is in the process of restating certain prior periods'
financial statements including interim periods of fiscal 2007 and
2006. As such, comparisons of preliminary financial and operating
data for the quarter ended December 31, 2007 to the financial and
operating data for the quarter ended December 31, 2006 are prior
to the effect of any restatement and, as this data is preliminary
and unaudited, is subject to change. Other than cash balances, the
Company does not expect to release financial data until the
restatements are complete. The Company is working expeditiously to
complete the restatements and report financial results for the
year ended September 30, 2007 and the quarter ended December 31,
2007 as soon as practicable. The Company currently believes such
restatements can be completed prior to May 15, 2008.

As previously announced on January 23, 2007, home closings for the
quarter ended December 31, 2007, totaled 2,010, a 24% decline from
the same period in the prior fiscal year. This resulted in a
backlog conversion ratio of 67%, as the Company remained focused
on converting its existing backlog for cash generation. Net new
home orders totaled 1,260, a decline of 29% from the prior fiscal
year. At 46%, the cancellation rate for the quarter was comparable
to the 43% rate experienced for the same period in the prior
fiscal year and significantly improved from the unusually high
rate of 68% in the fourth quarter of fiscal 2007.

Also as previously announced, at December 31, 2007, the Company
had a cash balance in excess of $325 million, compared to $155
million at December 31, 2006 and $460 million at September 30,
2007. As previously reported, during the quarter, the Company
repaid approximately $75 million in secured debt, and paid a
consent fee to holders of its Senior Notes and Senior Convertible
Notes and related expenses totaling $21 million. The cash balance
at December 31, 2007 includes approximately $92 million of
restricted cash pledged to collateralize the Company's outstanding
letters of credit. The Company is continuing the process of
replacing this pledged cash with real property in the collateral
pool under its secured revolving credit facility. Due to seasonal
patterns, the Company generally experiences a net use of cash in
its first fiscal quarter, as was the case this year, although the
Company continues to expect that for the whole of fiscal 2008, it
will generate net cash from operations.

The Company continues to reduce its land position and unsold home
inventories. The Company controlled approximately 58,000 lots at
December 31, 2007, reflecting reductions of 6% and 31%,
respectively from previously reported levels as of September 30,
2007 and December 31, 2006. As of December 31, 2007, unsold
finished homes and unsold homes under construction declined by 49%
and 37%, respectively, from year-ago levels. The Company remains
committed to aligning its land supply and inventory levels to
current expectations for home closings, and continues to exercise
caution and discipline with respect to investment in inventory.
The Company continues to expect that land spending in fiscal 2008
will be reduced compared to fiscal 2007, based on current market
conditions.

The Company currently expects its results for the first quarter of
fiscal 2008 to include material charges to abandon land option
contracts and to recognize inventory impairments. As the Company
is in the process of restating prior periods' financial
statements, it is unable to quantify the amount of these charges
at this time.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 1, 2007,
Standard & Poor's Ratings Services ratings on Beazer Homes USA
Inc. (B+/Watch Neg/--) will remain on CreditWatch with negative
implications until the extent of pending restatements tied to its
recently completed internal investigation are finalized and the
company files all financial statements with the SEC.

As reported in the Troubled Company Reporter on Oct. 16, 2007,
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer Default
Rating to 'BB-' from 'BB'.


BELO CORP: Moody's Keeps Ratings, Closing Proposed Spin-off Review
------------------------------------------------------------------
Moody's Investors Service confirmed Belo Corp.'s Ba1 Corporate
Family rating, Ba1 Probability of Default Rating, and Ba1 senior
unsecured note ratings, concluding the review of the proposed
spin-off of the newspaper operations initiated on Oct. 1, 2007.

The confirmation reflects Moody's belief that Belo's strong local
market positions, solid profit margins and good cash flow
generation from the television stations provide sufficient
flexibility within the Ba1 CFR to absorb the increase in debt-to-
EBITDA leverage expected to result from the spin-off of the
newspaper operations.  All of the existing debt will remain at
Belo Corp. and will be supported by the broadcast operations.   
Moody's considers the loss of free cash flow to be modest as the
reductions in capital expenditures, taxes and dividends largely
offset the absence of the newspaper EBITDA while the company will
also benefit in 2008 from political advertising including the U.S.
presidential election.  Moody's lowered the liquidity rating to
SGL-3 from SGL-2 due to the clear reliance on a bank facility with
a MAC clause to cover the $350 million November 2008 note
maturity.  The rating outlook is stable.

Confirmations:

Issuer: Belo Corp.

  -- Corporate Family Rating, Confirmed at Ba1

  -- Probability of Default Rating, Confirmed at Ba1

  -- Senior Unsecured Bond, Confirmed at Ba1, LGD4-53% (from LGD4-
     54%)

  -- Senior Unsecured Shelf, Confirmed at (P)Ba1, LGD4-53% (from
     LGD4-54%)

Downgrades:

Issuer: Belo Corp.

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

Outlook Actions:

Issuer: Belo Corp.

  -- Outlook, Changed To Stable From Rating Under Review

The SGL-3 speculative-grade liquidity rating reflects Belo's
limited free cash flow and reliance on its $600 million revolver
to fund the $350 million November 2008 note maturity.  Moody's
believes Belo has sufficient cushion under financial covenants to
absorb a moderate cyclical downturn in advertising, but the
downgrade reflects the rating agency's cautious view on continued
revolver access given the uncertain nature of the U.S. advertising
and credit markets in 2008 and the broadly defined MAC provision
in the credit agreement.

The stable rating outlook is based on Moody's expectation that
Belo will utilize free cash flow largely to reduce debt over the
intermediate term and will refrain from material acquisitions and
share repurchases, leading to free cash flow-to-debt in a 6-7%
range through 2009 and debt-to-EBITDA maintained below 4.75x.

Belo Corp. is a Dallas-based media company with operations in
television broadcasting (owns 20 stations including six in top 15
markets), cable news, (owns/operates six cable news channels) and
interactive media in the United States.  The television stations
account for the bulk of the company's approximate $770 million of
annual revenue.


BEXAR COUNTY: Moody's Downgrades Ratings on Housing Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service has downgraded the rating on Bexar
County Housing Finance Corporation's (Honey Creek/Austin Point
Apartments) Multifamily Housing Revenue Bonds Series 2000A to Ba2
from Baa3 and downgraded Series 2000C to B1 from Ba2.  The outlook
is changed to negative from positive.  The rating downgrades are
based upon Moody's review of audited financial statements for
2006, interim financial statements for full-year 2007 and
occupancy reports.  The negative outlook reflects forecasts for
declining occupancy and negative rent growth for the submarket in
the near term.

The bonds are limited obligations payable solely from the
revenues, receipts and security pledged in the Trust Indenture.

                  Recent Developments & Results  

Occupancy continues to be challenged. January 2008 occupancy was
90%, which is below the average of 94.4% for the North Central San
Antonio submarket, according to Torto Wheaton Research.  TWR
forecasts occupancy in the submarket will decline to 91.2% in 2008
and rent growth will be relatively slow at 1.9%.

In 2006, the property received a transfer for its owner, Community
Housing Corporation of America, for painting the exterior of the
building.  The transfer was not included as income in the audited
financial statements, but the expense was included.  When
adjusting expenses downward by the $242,617 used for the painting,
Moody's obtains a debt service coverage ratio of 1.15x maximum
annual debt service for senior debt, and 1.03 for subordinate
debt.  Interim statements for the entire year of 2007 produce
similar MADS DSCR's; 1.13x for senior debt and 1.01 for
subordinate.  The downgrades reflect the weak DSCR for 2006 and
the continued weakness in 2007.

                             Outlook

The outlook for the bonds is negative based upon declining
occupancy and rent forecasts, as well as weak 2007 MADS DSCR's
derived from unaudited financial statements.


BLACKBOARD INC: Completes $182 Million Acquisition of NTI Group
---------------------------------------------------------------
Blackboard Inc. has completed the acquisition of privately-held
The NTI Group Inc. for $182 million in cash and stock, subject to
certain adjustments.  The final purchase price included
approximately $132 million in cash and 1.45 million shares of
Blackboard's common stock, subject to certain adjustments.

In addition, up to $17 million in consideration may be paid in
stock based on attainment of certain financial targets over the
two years afte the close of the acquisition.

The acquisition of the NTI Group moves Blackboard into the fast-
growing alert and notification market, forecast by Yankee Group to
grow to an estimated $1.2 billion in revenue in the United States
by 2011, representing a five-year compounded average annual growth
rate of over 30%.

The company relates that the combination of Blackboard and NTI
adds another mission-critical offering to Blackboard's existing
enterprise products and fulfills a key education technology
priority.  The addition of NTI's Connect-ED(R) offering, to be
rebranded as Blackboard Connect(TM), will allow Blackboard to
extend its presence in North American higher education and
establish a much more significant presence with U.S. K-12
institutions where NTI has already established a significant
client base.

Blackboard retained Wachovia Securities as its financial advisor
and Dewey & LeBoeuf as its legal advisor.

NTI retained UBS Investment Bank as its financial advisor and
Latham and Watkins LLP as its legal advisor.

                     About Blackboard Inc.

Headquartered in Washington D.C., Blackboard Inc. (Nasdaq: BBBB)  
-- http://www.blackboard.com/-- is a provider of enterprise  
software applications and related services to the education
industry.  Founded in 1997, Blackboard's software applications are
used by colleges, universities, K-12 schools and other education
providers, well as textbook publishers and student-focused
merchants that serve education providers and their students.

                          *     *     *

As reported in the Troubled Company Reporter on Jan, 16, 2008,
Standard & Poor's Ratings Services said its ratings and outlook on
Blackboard Inc. (B+/Positive/--) would not be affected by the
company's disclosed acquisition of The NTI Group Inc.


BRIDGETECH HOLDINGS: Sept. 30 Balance Sheet Upside-Down by $6.9 M.
------------------------------------------------------------------
Bridgetech Holdings International Inc.'s consolidated balance
sheet at Sept. 30, 2007, showed $1,498,967 in total assets, and
$8,367,455 in total liabilities, resulting in a $6,868,488 total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $733,918 in total current assets
available to pay $8,347,130 in total current liabilities.

The company reported a net loss of $4,109,771 on revenues of
$44,665 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $1,766,355 on revenues of $127,487 in the same
period of 2006.

Cost of goods sold was $117,448 for the three months ended
September 2007, up from cost of goods sold of $68,953 in the
comparable three months of 2006.

Operating loss increased to $3,078,588 for the three months ended
Sept. 30, 2007, versus an operating loss of $1,642,299 in the
comparable three months of 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?27a2

                       Going Concern Doubt

Jewett, Schwartz, Wolfe & Associates, in Hollywood, Fla.,
expressed substantial doubt about Bridgetech Holdings
International Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements as of the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has operating and liquidity concerns, has
incurred an accumulated deficit of approximately $17.2 million  
through the period ended Dec. 31, 2006, and current liabilities
exceeded current assets by approximately $2.3 million at Dec. 31,
2006.

                    About Bridgetech Holdings

Headquartered in San Diego, Bridgetech Holdings International Inc.
(Other OTC: BGTH.PK) -- http://www.bridgetechholdings.com/--   
engages in the transfer of medical drugs, devices, and diagnostics
from the United States to China, with a primary focus on oncology.
The company also offers medical technology transfer, nurse
recruitment and training, medical imaging, and healthcare radio
frequency identification solutions.  It operates its own clinical
research organization in Hong Kong.  The company has offices in
Hong Kong and Beijing.




BUFFETS HOLDINGS: Wants to Hire Houlihan Lokey as Bankers
---------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates seek authority
from the United States Bankruptcy Court for the District of
Delaware to employ Houlihan Lokey as their investment banker.

As the Debtors' investment banker, Houlihan Lokey will:

   -- assist in the development, preparation and distribution of
      selected information, documents and other materials in an
      effort to create interest and to consummate any
      transactions, including, if appropriate, assisting the
      Debtors in the preparation of an offering memorandum;

   -- solicit and evaluate indications of interest and proposals
      regarding any transaction from current and potential equity
      investors, acquirers and strategic partners;

   -- assist the Debtors with the development, structuring,
      negotiation and implementation of any transaction,
      including, among others, assisting the Debtors with due
      diligence investigation and participating as a
      representative of the Debtors in negotiations with
      creditors and other parties involved in any transaction;

   -- assist in valuing the Debtors' companies and, as
      appropriate, value the Debtors' assets or operations,
      provided that any real estate or fixed asset appraisals
      will be undertaken by outside appraisers, separately
      retained and compensated by the Debtors;

   -- provide fair opinions with respect to a transaction where
      Houlihan Lokey received or is entitled to receive a
      transaction fee;

   -- provide expert advice and testimony regarding financial
      matters related to any transaction;

   -- advise and attend meetings of the Debtors' Board of
      Directors, creditor groups, official constituencies and
      other interested parties, as the Debtors determine to be
      necessary; and

   -- provide other financial advisory and investment banking
      services as may be agreed upon by Houlihan Lokey and the
      Debtors.

In addition, the Debtors agree to consider in good faith engaging
Houlihan Lokey for any sales and financing transactions pursued
during the term of the engagement.  Any engagement would be
pursuant to a separate written agreement between the Debtors and
the firm setting forth the services to be provided and the
compensation to be paid.

The Debtors will pay Houlihan Lokey in advance, without notice or
invoices, a nonrefundable cash fee of $150,000 per month.  In
addition, upon the effective date of a confirmed plan of
reorganization, the Debtors will pay Houlihan Lokey a cash fee of
$6,250,000 less 25% of the Monthly Fees paid during the relevant
Chapter 11 cases, excluding the first three Monthly Fee payments.  
The Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.

The Debtors have also agreed to indemnify and hold Houlihan Lokey
harmless against any claims, liabilities and obligations arising
out of its retention in the Debtors' Chapter 11 cases.

Houlihan Lokey has already received payments from the Debtors 90
days before the Petition Date.  The Payments are:

     Date                    Monthly Fees        Expenses
     ----                    ------------        --------
     November 14, 2007          $150,000           $5,705
     December 13, 2007           150,000            2,120
     January 16, 2008            150,000           14,940

With regards to Rule 2016-2 of the Local Rules of Bankruptcy
Practice and Procedure of the U.S. Bankruptcy Court for the
District of Delaware, which require professionals to submit
detailed time entries, the Debtors ask the Court to modify the  
Rule due to the nature of Houlihan Lokey's engagement and fixed-
rate compensation structure.  The Debtors submit that detailed
time entries are unnecessary.

The Debtors, however, propose that Houlihan Lokey will file
interim and final fee applications, including detailed
descriptions of the expenses for which Houlihan Lokey has
requested reimbursement.  The Debtors note that Houlihan Lokey
will only provide reasonable descriptions of its work in one hour
increments.

Houlihan Lokey will submit a separate application of any
transaction fee when it becomes payable or combine any request
for payment of transaction fees with its interim or final fee
applications.

Saul Burian, a managing director at Houlihan Lokey, assures the
Court that his firm is a "disinterested person" as that term 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 are represented by Young Conaway Stargatt
& Taylor, LLP, as proposed legal advisor and Kroll Zolfo Cooper
LLC as proposed financial advisors.  The Debtors' balance sheet as
of Sept. 19, 2007, showed total assets of $963,538,000 and total
liabilities of $1,156,262,000.  (Buffets Holdings Bankruptcy News,
Issue No. 4; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BUFFETS HOLDINGS: To Delay Filing of 4th Qtr. 2007 Results
----------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates have informed the
U.S. Securities and  Exchange Commission that it will be unable to
timely file its quarterly results on Form 10-Q for the period
ended Dec. 12,  2007.

Due to the additional critical demands that the Chapter 11 filing
has placed on the time and attention of Buffets' senior
management, the company is unable to file the Form 10-Q by the
prescribed filing date without incurring unreasonable effort and
additional expense, Buffets' chief financial officer, A. Keith
Wall, explained.  He said the company needs additional time to
prepare financial statements that fairly present the financial
position and results of operations.

Mr. Wall disclosed that Buffets' Chapter 11 filing significantly
impacts the disclosures in Buffets' Form 10-Q for the period.  

It is "anticipated that a significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements," Mr. Wall told the
SEC.

Specifically, Mr. Wall said, Buffets recorded a consolidated net
loss of $34.6 million for the second fiscal quarter of 2008 ended
December 12, 2007, compared to a consolidated net loss of $34.9
million for the second fiscal quarter of 2007 ended December 13,
2006.  The second quarter 2008 net loss includes:

   * a $2.8 million charge related to lease termination costs
     and obligations, employee termination costs, changes in
     reserve estimates related to previously closed stores, and
     other associated costs for closed restaurants; and  

   * $6.4 million in asset impairments related to assets
     classified as held for sale on the consolidated balance
     sheets and a 19.6% increase in interest expense over the
     prior year period, on a pro-forma basis, giving effect to
     the Ryan's Merger as if it had occurred at the beginning
     of the period, or a 140 basis point increase as a percent
     of sales.  

Second quarter fiscal 2007 net loss included a $2.5 million loss
on sale leaseback transactions and a $40 million loss related to
refinancing efforts, both in connection with the November 1, 2006
merger of Buffets, Inc., with Ryan's Restaurant Group, Inc.

                        Operating Revenues

Mr. Wall noted that operating revenues totaled $348.1 million for
the 12 weeks ended December 12, 2007, representing a 7.5%
decrease from the prior year same period, on a pro-forma basis,
giving effect to the Ryan's Merger as if it had occurred at the
beginning of the period.  

This decrease in revenue is due to a 9.7% decrease in guest
counts, offset by a 2.2% increase in average check, Mr. Wall
explained.

The decrease in guest counts reflects the economic strain
affecting Buffets' customer base due to increasing gas and energy
prices as well as increasing consumer mortgage payments and
defaults.  On a year-to-date basis, giving effect to the Ryan's
Merger as if it had occurred at the beginning of the period,
operating revenues totaled $724.6 million as of December 12, 2007,
representing a 5.8% decrease from the prior year.  This decrease
is due to an 8.1% decrease in guest counts, offset by a 2.3%
increase in average check, Mr. Wall added.

                         Restaurant Costs

Restaurant costs totaled $324.7 million for the 12 weeks ended
December 12, 2007, representing a 5.9% decrease from the prior
year same period, on a pro-forma basis, giving effect to the
Ryan's Merger as if it had occurred at the beginning of the
period.  Total restaurant costs increased 170 basis points during
the second quarter of fiscal 2008 as a percentage of sales from
the prior year same period.  

"These increases are due to a 50 basis point increase in food
costs and a 150 basis point increase in direct and occupancy
costs, offset by a 30 basis point decrease in labor costs," said
Mr. Wall.

The 50 basis point increase in food costs is primarily due to
increases in the price of certain commodities like chicken and
dairy products.  These increases were partially offset by
synergies realized on vendor procurement and production of
certain food items in conjunction with the Ryan's Merger.  The 30
basis point decrease in labor costs is due primarily to synergies
realized on labor mix changes in connection with the  Ryan's
Merger, partially offset by wage inflation as a result of minimum
wage increases in several states effective January 1, 2007,
federal minimum wage increases effective July 24, 2007 and other
modest wage increases.  The 150 basis point increase in direct and
occupancy costs is primarily due to increases in rents paid on
sale leaseback properties in connection with the Ryan's Merger,
higher repairs and maintenance and utilities costs, as well as
tightened sales leverage resulting from the fixed-cost nature of
these costs over a declining sales base.  

On a year-to-date basis, giving effect to the Ryan's Merger as if
it had occurred at the beginning of the period, restaurant costs
totaled $664.2 million as of December 12, 2007, representing a
5.1% decrease from the prior year.  Total restaurant costs
increased 60 basis points as a percentage of sales as of Dec. 12,
2007, compared to the prior year.  These  increases are due to a
20 basis point  increase in food costs and a 110 basis point
increase in direct and occupancy costs, offset by a 70 basis point
decrease in labor costs.

                        Advertising Costs

According to Mr. Wall, advertising costs totaled $8.8 million for
the 12 weeks ended December 12, 2007, representing an 11.6%
increase from the same prior year period, on a pro-forma basis,
giving effect to the Ryan's Merger as if it had occurred at the
beginning of the period.  Total advertising costs increased 40
basis points during the second quarter of fiscal 2008 as a
percentage of sales from the same prior year period.  This
increase in primarily due to the fact that, prior to the merger,
Ryan's Restaurant Group Inc. spent very  little in advertising
expense.  Once the merger was finalized, advertising spend for the
Ryan's brand restaurants increased substantially.  On a year-to-
date  basis, giving effect to the Ryan's Merger as if it had
occurred at the beginning of the period, advertising expense
totaled $18.7 million as of December 12, 2007, representing a
21.6% increase from the prior year.  Total advertising expense
increased 60 basis points as a percentage of sales as of December
12, 2007 compared to the prior year.

                 General and Administrative Costs

General and administrative costs totaled $16.7 million for the 12
weeks ended December 12, 2007, representing a 14.1% decrease from
the same prior year period, on a pro-forma basis, giving effect to
the Ryan's Merger as if it had occurred at the beginning of the
period.

Total general and administrative costs decreased 60 basis points
during the second quarter of fiscal 2008 as a percentage of sales
from the same prior year period.  

Mr. Wall said this decrease is due to certain cost savings and
synergies realized in connection with the Ryan's Merger related
to head-count reductions and changes in staffing  mix at the
Ryan's brand restaurants.  On a year-to-date basis, giving effect
to the Ryan's Merger as if it had occurred at the beginning of the
period, general and administrative costs totaled $32.5 million,
representing a 17.4% decrease from the prior year.  Total general
and administrative costs decreased 60 basis points as a percentage
of sales as of December 12, 2007 compared to the prior year.

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 have selected Paul, Weiss, Rifkind,
Wharton & Garrison LLP to represent them.  Young Conaway Stargatt
& Taylor, LLP, are the Debtors' proposed legal advisor and
Houlihan Lokey Howard & Zukin Capital, Inc. and Kroll Zolfo Cooper
LLC, their proposed financial advisors.  The Debtors' balance
sheet as of Sept. 19, 2007, showed total assets of $963,538,000
and total liabilities of $1,156,262,000.  (Buffets Holdings
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


BUSINESS INNOVATIONS: Case Summary & 17 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Business Innovations Plus, Inc.
        720 S. FOURTH ST., STE. 305
        Las Vegas, NV 89101

Bankruptcy Case No.: 08-10786

Chapter 11 Petition Date: January 31, 2008

Court: District of Nevada (Las Vegas)

Debtors' Counsel: Bonnie Jean Boyce, Esq.
                  Albright, Stoddard, Warnick & Albright
                  801 S. Rancho Drive, Suite D-4
                  Las Vegas, NV 89106
                  Tel: (702) 384-7111
                  http://www.xmission.com/

Total Assets: $116,368

Total Debts:  $1,421,090

Consolidated Debtors' List of 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service       payrol taxes          $570,000
MS: 5206: LVG. 2604       
110 City Parkway          
Las Vegas, NV 89106       

Tom R. Akers                   loan                  $569,000
3296 Cliff Sieler Court     
Las Vegas, NV 89117       

Phillip Jung                   unpaid expenses       $168,141
310-A Shadybrook Lane     
Las Vegas, NV 89107

Greg Peterson                  unpaid PR-unpaid      $45,420

Mike Rice                      unpaid PR             $15,369
  
Accountabilities, Inc.         litigation            $9,502

Linda McSweeney                unpaid commission     $8,600

Pacific Care...NCO Financial   insurance             $7,676

Employers Insurance of Nv      contributions         $5,670
Premium Processing     

AT&T Wireless Services         utility               $5,618

City of Las Vegas-License      fees                  $5,267
Dept of Finance & Business
Services
   
Nevada Financial Center        rent                  $4,012

Corestaff Services             legal                 $2,570

Ryan M. Abate                  collection account    $1,388

Palace Station Casino          litigation            $1,220

CNA Insurance                  disputed business     $960

Sprint/Nextel                  cell phone            $675


CABALLERO HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: Caballero Holdings, Ltd.
             2805 Dallas N. Parkway, Suite 500
             Plano, TX 75093

Bankruptcy Case No.: 08-40187

Type of Business: The Debtor owns and manages approximately 110       
                  single family homes in the Dallas Fort Worth
                  Metroplex.
                  http://www.caballeroholdings.com/

Chapter 11 Petition Date: January 31, 2008

Court: Eastern District of Texas (Sherman)

Debtors' Counsel: David L. Woods, Esq.
                  McGuire, Craddock & Strother, P.C.
                  500 N. Akard, Suite 3550
                  Dallas, TX 75201
                  Tel: (214) 954-6847
                  Fax: (214) 954-6850
                  http://www.mcguirecraddock.com/

Estimated Assets: $1 million to $10 million

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

The Debtor did not file a List of its 20 Largest Unsecured
Creditors.


CANAL CAPITAL: Todman & Co. Expresses Going Concern Doubt
---------------------------------------------------------
Todman & Co., CPAs, P.C., raised substantial doubt about the
ability of Canal Capital Corporation to continue as a going
concern after it audited the company's financial statements for
the year ended Oct. 31, 2007.

The auditing firm reported that the company has suffered recurring
losses from operations and is obligated to continue making
substantial annual contributions to its defined benefit pension
plan.

The company posted a net loss from operations of $647,185 on total
revenues of $598,305 for the year ended Oct. 31, 2007, as compared
with a net loss from operations of $110,139 on total revenues of
$1,132,868 in the prior year.

At Oct. 31, 2007, the company's balance sheet showed $4,809,416 in
total assets, $3,823,820 in total liabilities and $985,596
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?279f

                       About Canal Capital

Headquartered in Hauppauge, New York, Canal Capital Corporation
(OTC: COWP) is engaged in two distinct businesses -- stockyard and
real estate operations.

Canal's real estate properties are located in Sioux City, Iowa,
South St Paul, Minnesota, St Joseph, Missouri, Omaha, Nebraska and
Sioux Falls, South Dakota.  The properties consist, for the most
part, of a commercial office space, land and structures leased to
third parties as well as vacant land available for development or
resale.

Canal also operates two central public stockyards located in St.
Joseph, Missouri and Sioux Falls, South Dakota.


CATHOLIC CHURCH: Davenport Files Ch. 11 Plan of Reorganization
--------------------------------------------------------------
The Diocese of Davenport and the Official Committee of Unsecured
Creditors filed a Joint Consensual Plan of Reorganization on
Jan. 31, 2008.  The purpose of the Plan is to enable the Diocese
to pay fair and just compensation to all survivors of abuse and to
allow the Diocese to continue its ministry and service to the
people of the Diocese.

The Diocese negotiated a $37 million settlement with the Creditors
Committee on Nov. 28, 2007.  Of the $37 million settlement,  
$19.5 million is committed from Travelers Insurance Company and
$17.5 million from the Diocese of Davenport.  Of the $17.5 million
from the Diocese, $3.9 million will come from the transfer of the
deed to the St. Vincent Center property as valued by the Creditors
Committee.  The Diocese's share of the remaining $13.6 million is
to be paid in cash.

To date, $5.9 million of the $13.6 million has been committed from
the St. Vincent Home Corporation and four parishes which will be
named after they have had time to inform their parishioners.  The
four parishes had the most serious claims against them.  The
Diocese is considering the various options, including borrowing
money, to raise the balance of the funds needed to meet the
settlement.

Details of the $37 million settlement will be included in the
Joint Consensual Plan of Reorganization.  The Plan must be
approved by the Honorable Lee M. Jackwig, Chief Judge of the
United States Bankruptcy Court, Southern District of Iowa, to be
effective.  Judge Jackwig has scheduled a hearing on March 5.  If
approved, the creditors will then vote on the Plan.

Following the negotiations in November, Bishop Amos said, "The
settlement provides the best opportunity for healing and for the
just and fair compensation of those who have suffered sexual abuse
by clergy in our Diocese.  The settlement also provides the best
way to continue the Church's mission in the Diocese of Davenport.  
While this settlement will not end the suffering by some victims
of abuse, I pray that the healing process for them might begin."

                    About Diocese of Davenport

The Diocese of Davenport in Iowa filed for chapter 11 protection
(Bankr. S.D. Ia. Case No. 06-02229) on Oct. 10, 2006.  Richard A.
Davidson, Esq., at Lane & Waterman LLP, represents the Davenport
Diocese in its restructuring efforts.  Hamid R. Rafatjoo, Esq.,
and Gillian M. Brown, Esq., at Pachulski Stang Zhiel Young Jones &
Weintraub LLP represent the Official Committee of Unsecured
Creditors.  In its schedules of assets and liabilities, the
Davenport Diocese reported $4,492,809 in assets and $1,650,439 in
liabilities.


CHIQUITA INTERNATIONAL: Inks New Banana Pact with C.I. Banacol
--------------------------------------------------------------
Chiquita Brands International Inc. disclosed in a regulatory
filing with the Securities and Exchange Commission on Jan. 30,
2007, that its subsidiary International Chiquita International
Limited, has entered into an agreement with an affiliate of C.I.
Banacol S.A., a Colombia-based producer and exporter of bananas
and other fruit products, relating to the purchase of bananas
produced in Colombia.

In 2004, Chiquita had sold its banana-producing and port
operations in Colombia to Banacol, and at that time had entered
into an 8-year banana purchase agreement.

Pursuant to the New Banana Agreement, which is effective as of
Jan. 1, 2008, Chiquita will purchase approximately 11 million
boxes per year of bananas produced by Banacol in Colombia through
June 2012 on terms comparable to the 2004 Banana Agreement, but
subject to a price increase of up to $.25 per 40 lb. box if
certain volume conditions are met and Banacol continues to remain
current in certain of its obligations to Chiquita.  

In connection with entering into the New Banana Agreement,
Chiquita and Banacol (i) terminated the 2004 Banana Agreement,
effective as of Jan. 1, 2008, (ii) terminated, effective as of
Dec. 31, 2007, an agreement which had been entered into in 2004  
for Chiquita to purchase pineapples from affiliates of Banacol and
(iii) entered into other commercial arrangements.  

The other commercial arrangements entered into by Chiquita and
Banacol in connection with the New Banana Agreement and the
termination of the 2004 Agreements include, among other things,
arrangements providing for: (i) Banacol to make payments to
Chiquita, or otherwise provide Chiquita with credits, of up to
approximately $10.0 million in the aggregate between now and 2012,
(ii) Chiquita to contract, subject to certain subcontract rights
and at prices approximating current fair market value, for certain
shipping space that otherwise would have been used to ship
pineapples to Chiquita under the 2004 Pineapple Agreement, (iii)
Banacol to increase its available supply to Chiquita of bananas it
produces in Costa Rica by approximately two million boxes per year
at prices approximating fair market value for a minimum of two
years.

            About Chiquita Brands International Inc.

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and distributes   
fresh food products including bananas and nutritious blends of
green salads.  The company markets its products under the
Chiquita(R) and Fresh Express(R) premium brands and other related
trademarks.  Chiquita employs approximately 25,000 people
operating in more than 70 countries worldwide, including Belgium,
Columbia, Germany, Panama, Philippines, among others.

                          *     *     *

To date, Chiquita Brands International Inc. carries Moody's
Investors Service's B3 long term corporate family and Caa2 senior
unsecured debt ratings which were last placed on Nov. 6, 2006.  
Outlook is Negative.


CHIQUITA BRANDS: Posts $28.2 Million Net Loss in 2007 3rd Quarter
-----------------------------------------------------------------
Chiquita Brands International Inc. reported a net loss of
$28.2 million, including $4.0 million of charges relating to an
earlier disclosed plan to exit owned operations in Chile.  The
company reported a net loss of $96.4 million, including a
$43.0 million goodwill impairment charge related to Atlanta AG,
the company's German distributor, in the year-ago period.

Third quarter net sales increased 2.8% to $1.06 billion, versus
net sales of $1.03 billion in the comparable period of 2006.  
Quarterly sales rose primarily due to higher banana pricing
in core European and North American markets and favorable foreign
exchange rates, partially offset by lower volumes in trading
markets.  

"As we had anticipated, our third quarter, excluding charges,
showed a modest improvement in year-over-year operating results,"
said Fernando Aguirre, chairman and chief executive officer.
"While we continue to face rising industry costs and other market
challenges, we expect to deliver further year-over-year progress
in operating results in the fourth quarter and in the year ahead.

"The banana pricing environment in Europe stabilized earlier in
the year and improved in the third quarter, particularly in the
aftermath of industry supply disruptions caused by Hurricane Dean.
In addition, our value-added salads business showed significant
year-on-year recovery in the third quarter, which we expect to
continue in the fourth quarter and in 2008."

The operating loss for the third quarter of 2007 was $9.7 million
compared to an operating loss of $78.5 million in the third
quarter of 2006.  Operating results improved year-over-year due to
higher banana pricing in core European markets, attributable to
soft pricing in the year-ago period and to lower industry supply
in 2007 due to Hurricane Dean, which impacted supply from the
Caribbean beginning in late August 2007.  

Operating results also benefited from the absence of direct costs,
such as lost raw product inventory and non-cancelable purchase
commitments, incurred in the third quarter 2006 related to
consumer concerns of the safety of fresh spinach products.  The
third quarter 2006 also was affected by the Atlanta AG goodwill
impairment charge, which impacted both the Banana and Other
Produce segments.

                       Liquidity/Total Debt

The company's cash balance was $124.0 million at Sept. 30, 2007,
compared to $64.9 million at Dec. 31, 2006, and $101.6 million at
Sept. 30, 2006.  Operating cash flow was $14.7 million for the
three months ended Sept. 30, 2007, compared to $22.8 million for
the same period in 2006.

The company repaid more than $40.0 million of debt during the
quarter, from the proceeds of the ship sale transaction completed
in June.  As a result, the company's total debt at Sept. 30,
2007, was $815.0 million, compared to $857.0 million at June 30,
2007.  

                          Balance Sheet

At Sept. 30, 2007, the company's consolidated balance sheet showed
$2.64 billion in total assets, $1.76 billion in total liabilities,
and $880.2 milllion 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?27a3

            About Chiquita Brands International Inc.

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and distributes   
fresh food products including bananas and nutritious blends of
green salads.  The company markets its products under the
Chiquita(R) and Fresh Express(R) premium brands and other related
trademarks.  Chiquita employs approximately 25,000 people
operating in more than 70 countries worldwide, including Belgium,
Columbia, Germany, Panama, Philippines, among others.

                          *     *     *

To date, Chiquita Brands International Inc. carries Moody's
Investors Service's B3 long term corporate family and Caa2 senior
unsecured debt ratings which were last placed on Nov. 6, 2006.
Outlook is Negative.


CINRAM INT'L: S&P Chips Corporate Rating to B+ on Weak Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit and bank loan ratings on prerecorded multimedia
manufacturer Cinram International Inc., a wholly owned indirect
subsidiary of Cinram International Income Fund, to 'B+' from 'BB-
'.  The '4' bank loan recovery rating remains unchanged.  At the
same time, S&P removed the ratings from CreditWatch with negative
implications where they were placed Nov. 6, 2007.  The outlook is
stable.
     
"The downgrade reflects Cinram's weakened financial performance
for the nine months ended Sept. 30, 2007, which included a 25%
drop in reported EBITDA on largely flat revenues compared with the
same period the previous year," said Standard & Poor's credit
analyst Lori Harris.  

As a result, the company's reported EBITDA margin declined to
13.1% for the nine months ended Sept. 30, 2007, from 17.1% for the
same period the previous year, and 18.6% for the same period in
2005, because of lower prices and volume.  At the same time, S&P
expects digital distribution to become a larger source of studio
revenues, which will contribute to a decline in DVD sales volume
in the medium term.  Because of these challenges, management has
suspended monthly distributions to unitholders starting this month
to improve Cinram's liquidity position.
     
The ratings on Cinram reflect the company's limited financial
flexibility and vulnerable business risk profile, which is based
on customer and product concentration, seasonality, and the
commodity-like nature of the media replication industry.   
Furthermore, the ratings reflect Standard & Poor's concerns about
long-term industry fundamentals as S&P expects digital
distribution to become a larger source of studio revenues.   
Partially offsetting these factors are Cinram's strong market
position as the world's largest manufacturer of prerecorded
multimedia products, solid credit protection measures, and
management's track record of adapting to changing technologies.
     
The stable outlook reflects Standard & Poor's expectation that
Cinram will maintain its strong key market positions and solid
credit measures in the medium term.  Downward pressure on the
ratings could come from debt-financed acquisitions, poor execution
in the Motorola business, or deterioration in the company's
operations stemming from the loss of a significant contract or the
increased consumer acceptance of a competitive product or service.   
In the medium term, S&P sees limited potential for revising the
ratings upward given the challenges associated with the media
replication industry and Cinram's growth strategy.


CITICORP RESIDENTIAL: S&P Reinstates Six Classes' Ratings From CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services reinstated its pre-Jan. 30,
2008, ratings on six classes of residential mortgage-backed
securities from Citicorp Residential Mortgage Trust Series 2007-1.   
Following the reinstatements, S&P placed these ratings on
CreditWatch with negative implications.  These classes represent
an original par value of $35.29 million.
     
The six classes were downgraded in conjunction with Standard &
Poor's Jan. 30, 2008, U.S. RMBS subprime rating actions.  This
transaction, however, should not have been included in those
actions because it is backed by fixed-rate loan collateral.
Standard & Poor's will perform additional analysis related to the
fixed-rate collateral before taking any additional rating actions
on this transaction.  Therefore, S&P is reinstating the
pre-Jan. 30, 2008, ratings on these six classes and placing them
on CreditWatch with negative implications.
     
The collateral for this transaction consists primarily of fixed-
rate, fully amortizing, first-lien mortgage loans with original
terms to maturity of no more than 30 years.

        Ratings Reinstated and Placed on CreditWatch Negative
   
          Citicorp Residential Mortgage Trust Series 2007-1

                                        Rating
                                        ------
              Class          To                     From
              -----          --                     ----
              M-4            A+/Watch Neg           CCC
              M-5            A/Watch Neg            CCC
              M-6            A-/Watch Neg           CCC
              M-7            BBB+/Watch Neg         CCC
              M-8            BBB/Watch Neg          CCC
              M-9            BBB-/Watch Neg         CCC


CLACKAMAS COUNTY: S&P Upgrades Ratings on Revenue Bonds From 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating to 'BBB' from
'BB+' on Clackamas County Housing Authority, Oregon's housing
revenue bonds, series 1996A, issued on behalf of the Easton Ridge
Apartments.  The outlook is positive.
     
"The raised rating and positive outlook reflect the project's
improvement in financial performance due to increasing occupancy
and rental rates," said Standard & Poor's credit analyst Debra
Boyd.  In addition, debt service coverage increased to 1.51x
maximum annual debt service for fiscal 2006.  If the property is
able to continue these trends, the rating could again be raised."
     
Easton Ridge Apartments, a 264-unit apartment complex, is located
in Clackamas County, Oregon, near a large complex of retail and
entertainment facilities, which provides service employment
opportunities.  The Housing Authority of Clackamas County has
owned the property since 1996.  The property is run by an
experienced property management company, Bowen Management, which
has been associated with the property since its construction in
1989.  In addition, the owner visits the property frequently to
ensure quality management and upkeep.


COUNTRYWIDE FIN'L: Major Stakeholder Threatens BofA Merger Deal
---------------------------------------------------------------
SRM Global Fund General Partner Ltd. of the United Kingdom, which
owns 5.19% of Countrywide Financial Corp. shares, has threatened
to block the sale of Countrywide's business to Bank of America
Corporation in an all-stock transaction worth $4 billion, various
papers report.

As reported in the Troubled Company Reporter on Jan. 15, 2008,
under the terms of the agreement, shareholders of Countrywide
would receive 0.1822 of a share of Bank of America stock in
exchange for each share of Countrywide.  The purchase is expected
to close in the third quarter and to be neutral to Bank of America
earnings per share in 2008 and accretive in 2009, excluding merger
and restructuring costs.  The agreement has been approved by Bank
of America's board of directors and Countrywide's board of
directors and is subject to approval by Countrywide's shareholders
and customary regulatory approvals.

According to a filing with the Securities and Exchange Commission,
SRM stated that the merger agreement does not provide sufficient
value to shareholders.  SRM may initiate discussions with
Countrywide's executive management and board of directors, with
other holders of shareholders, and with BofA regarding the
proposed terms of the merger agreement.

Depending on the price levels of the shares and other securities
of Countrywide and BofA, conditions in the securities markets and
general economic and industry conditions, SRM may in the future
take such actions with respect to their investment in Countrywide
such as purchasing additional shares and other securities of
Countrywide, selling some or all of its shares, engaging in short
selling of or hedging or similar transactions to protect its stake
in Countrywide.

                  About Countrywide Financial

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

                          *     *     *

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


COUNTRYWIDE FIN'L: Suit Vs. KB Home Venture Meant to Alarm BofA
---------------------------------------------------------------
A joint venture between KB Home and Countrywide Financial Corp. is
facing legal complaint filed by a former employee before the U.S.
District Court for the Southern District of Texas, various reports
relate.

Philip Hilder, Esq., who represents Mark Zachary, former regional
vice president of Countrywide KB Home Loans division in Houston,
told reporters that the civil lawsuit filed by his client was
meant to give warnings to Bank of America Corp., which is poised
to buy Countrywide for $4 billion, reports reveal.

          Countrywide Helped Inflate KB Homes' House Values

Mr. Zachary said in court filings that he was removed from his
post after he informed superiors about fraudulent lending
practices, reports say.  Mr. Zachary also related to the Court
that Countrywide KB approved loan applications from unqualified
borrowers so KB can continue construction of homes, reports add.

Mr. Zachary criticized Countrywide's decision to follow KB Home's
wishes to hire only one appraiser for KB Home who was "strongly
encouraged" to bloat the value of houses, reports note court
filings.

According to Mr. Zachary, at times loan officers extended help in
processing applications with erroneous income amounts, reports
say.

Mr. Zachary disclosed that he opted to work for the joint venture
sometime in August 2006 but was laid off in the middle of last
year despite his positive work evaluation in February, court
filings show, reports reveal.

Countrywide said in a statement that the lawsuit from its former
worker has no merit and added that the company will stand in its
defense, reports relate, citing spokesman, Jumana Bauwens.

Simultaneously, Mr. Zachary, who is presently employed by another
real estate firm, filed a whistleblower case with the Department
of Labor, according to the reports.  

Reporters were not able to get comments from KB Home and Bank of
America.

                       BofA Buy Agreement

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Countrywide signed a definitive agreement to sell its business to
Bank of America Corporation in an all-stock transaction worth
approximately $4 billion.  Under the terms of the agreement,
shareholders of Countrywide would receive 0.1822 of a share of
Bank of America stock in exchange for each share of Countrywide.

The company is facing probes from the office of the attorney-
general in the states of California, Illinois and Florida for its
lending practices.  The company is also facing lawsuits by
shareholders.

                          About KB Home

Headquartered in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                   About Countrywide Financial

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

                          *     *     *

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


CSK AUTO: Gets $845MM Buyout Offer from O'Reilly Automotive
-----------------------------------------------------------
O'Reilly Automotive, Inc. is proposing to acquire all of the
outstanding shares of CSK Auto Corporation common stock for $8.00
per share in cash.  The  proposal represents a 34% premium over
CSK's closing stock price on Thursday, January 31, 2008.  The
proposal also represents a 63% premium over the average trading
stock price for CSK over the last thirty days.

The total transaction is valued at approximately $845 million,
including the assumption of approximately $490 million of CSK
debt.  The acquisition is expected to be accretive to O'Reilly's
earnings in the first full year after completion of the
acquisition excluding one time transaction costs.

O'Reilly Automotive Chief Executive Officer Greg Henslee stated,
"While we still prefer to work together with CSK and its board of
directors to negotiate a mutually beneficial agreement for our
respective stakeholders, we feel we have been forced to take our
proposal directly to CSK's shareholders.  We believe that it is
critical to give the CSK shareholders a chance to decide for
themselves and that they will find O'Reilly Automotive's proposed
acquisition of CSK is extremely compelling and will create
significant value for each of our stakeholders. The combined
company will be a more effective and profitable competitor with
the ability to better meet the continuing evolution of the
industry."

In light of the compelling reasons for a combination of O'Reilly
and CSK, and the importance of allowing the companies'
shareholders to capitalize on the benefits of the proposed
transaction sooner rather than later, O'Reilly released its offer
letter to CSK publicly so that both companies' stakeholders will
have the opportunity to fully assess this unique proposal:

     February 1, 2008

     Mr. Lawrence Mondry
     President and Chief Executive Officer
     The Board of Directors
     CSK Auto Corporation
     645 East Missouri Avenue, Suite 400
     Phoenix, AZ 85012


     Dear Larry:


     As you know we are very interested in pursuing opportunities
     for our two companies and regret that our prior conversations
     have not been more fruitful. Having not been able to move
     forward privately, we believe the opportunities for our
     respective companies and their employees, customers and
     shareholders are so compelling that it is important to make
     our proposal public.

     O'Reilly Automotive, Inc. is proposing to acquire all of the
     outstanding shares of CSK's common stock for $8.00 per share
     in cash. Our proposal represents a 34% premium, based on
     CSK's closing stock price on Thursday, January 31, 2008. The
     proposal also represents a 63% premium over the average
     trading stock price for CSK over the last thirty days.

     Our board of directors unanimously supports a combination
     with CSK. We have been working extensively with our financing
     sources, Lehman Brothers and Bank of America, and our
     proposal will not be subject to a financing condition. In
     addition, we have worked with antitrust counsel to analyze
     this transaction and believe that there are no regulatory
     hurdles. Our proposal is conditioned on satisfactory
     completion of a due diligence investigation, which we believe
     can be completed expeditiously.

     As you know, since March 2007, we have indicated to CSK on a
     number of occasions that we are interested in acquiring CSK
     and have made proposals to acquire CSK at a substantial
     premium to market. During this time we have watched the stock
     plummet from $16.98 on March 9,2007 to a low of $3.96 on
     January 18, 2008. We have attempted to be flexible and have
     indicated our willingness to pursue a transaction using cash
     or O'Reilly stock. Based on our commitment to pursue a
     transaction and in reliance on your public filings, we
     completed open market purchases of approximately 2 million
     shares or 4.9% of CSK common stock.

     The benefits of our proposed transaction are very compelling
     and offer significantly more security to CSK stockholders,
     creditors, suppliers and partners than CSK on a standalone
     basis. Equally important, this transaction provides growth
     and advancement opportunities for employees. The combined
     company would be the third largest auto parts retailer in the
     country. Building upon the foundation of CSK's Western
     presence and O'Reilly's Midwestern and Southeastern presence,
     the combined company would be positioned to further leverage
     O'Reilly's very effective dual-market strategy.

     At your request on October 18, 2007, we signed a
     confidentiality agreement in anticipation of access to
     information. We received no information. On November 14,
     2007, you requested that we sign a standstill agreement. We
     are uncomfortable entering into a long agreement that would
     prohibit us from making an offer directly to CSK stockholders
     in the event CSK's board determines not to pursue a change of
     control transaction. We believe our existing confidentiality
     agreement should be sufficient in order to permit access to
     CSK's due diligence materials and to be allowed to
     participate in CSK's process.

     We would unquestionably prefer to work cooperatively with you
     to complete a negotiated transaction that would produce
     substantial benefits for our respective stockholders. We and
     our advisors, Lehman Brothers and Skadden, Arps, are ready to
     commence due diligence and to negotiate definitive
     documentation immediately, and request that you agree to work
     with us. We are prepared to meet with you or CSK's Board to
     achieve this outcome. I believe we owe it to our respective
     stakeholders to pursue this opportunity vigorously.

     I look forward to hearing from you soon.

     Respectfully,

     /s/ Greg Henslee

     Greg Henslee
     Chief Executive Officer
     O'Reilly Automotive, Inc.

The O'Reilly proposal is subject to satisfactory completion of due
diligence, approval by O'Reilly and CSK's respective Boards of
Directors, approval by CSK shareholders and the receipt of
customary regulatory approvals.

Lehman Brothers Inc. is acting as exclusive financial advisor to
O'Reilly, and Skadden, Arps, Slate, Meagher & Flom LLP is acting
as legal counsel.

                        CSK Confirms Offer

CSK Auto Corporation confirmed that it has received from O'Reilly
Automotive an unsolicited proposal to acquire all of the
outstanding shares of CSK Auto.

CSK's Board of Directors and management remain committed to acting
in the best interests of the Company's stockholders. Consistent
with this focus, in December 2007, CSK retained JPMorgan to assist
its Board of Directors in developing and evaluating alternatives
to preserve and maximize stockholder value.  As part of this
process, to date, more than 20 parties -- including both strategic
and non-strategic, and control and non-control seeking parties --
have executed customary confidentiality and standstill agreements,
and have thus been granted access to non-public information.
O'Reilly has been, and continues to be, afforded the opportunity
to participate in this process, but has declined to do so, CSK
Auto says.

"We are conducting a thoughtful and comprehensive process, and we
fully intend to complete the process as planned in order to ensure
a result that we believe will serve the best interests of our
stockholders," said Larry Mondry, CSK Auto's President and Chief
Executive Officer.

                   About O'Reilly Automotive, Inc

O'Reilly Automotive, Inc. is one of the largest specialty
retailers of automotive aftermarket parts, tools, supplies,
equipment and accessories in the United States, serving both the
do-it-yourself and professional installer markets.  Founded in
1957 by the O'Reilly family, the Company operated 1,830 stores in
the states of Alabama, Arkansas, Florida, Georgia, Illinois,
Indiana, Iowa, Kansas, Kentucky, Louisiana, Minnesota,
Mississippi, Missouri, Montana, Nebraska, North Carolina, North
Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee,
Texas, Virginia, Wisconsin and Wyoming as of December 31, 2007.

                          About CSK Auto

Based in Phoenix, Arizona, CSK Auto Corporation (NYSE: CAO)
-- http://www.cskauto.com/-- is the parent company of CSK Auto   
Inc., a specialty retailer in the automotive aftermarket.  As of
Nov. 4, 2007, the company operated 1,342 stores in 22 states under
the brand names Checker Auto Parts, Schuck's Auto Supply, Kragen
Auto Parts, and Murray's Discount Auto Stores.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. Jan 25, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on CSK Auto Inc. to 'B-' from 'B'.  The outlook is
negative.  At the same time, S&P lowered the bank loan rating on
the company's $450 million term loan due 2026 to 'B-' (the same as
the corporate credit rating on CSK Auto) from 'B'.  The recovery
rating remains '3', indicating S&P's expectation for meaningful
(50%-70%) recovery in the event of payment default.   In addition,
S&P lowered the rating on the company's senior unsecured debt to
'CCC' from 'CCC+'.


DAYTON SUPERIOR: Moody's Attaches B1 Rating on $100 Mil. Sr. Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Dayton
Superior's $100 million senior secured term loan, affirmed the B2
corporate family rating and the Caa1 rating on the company's
$154 million subordinated notes.  The outlook remains stable.

These rating actions and assessment changes have been taken:

  -- $100 million senior secured term loan, rated B1 (LGD3, 33%);

  -- $154.7 million senior subordinated notes, affirmed at Caa1
     (LGD5, 84%);

  -- Corporate family rating, affirmed at B2.

These rating will be withdrawn upon the close of the transaction:

  -- $165 million 10.75% senior secured second priority notes due
     2008, B1 (LGD3, 42%).

The ratings outlook is stable.

The affirmation of the B2 rating reflects the benefits from strong
demand in the commercial, infrastructure, and institutional
construction markets.  Analyst Paul Aran noted that "less than 8%
of the company's revenues come from the homebuilding market."

The B2 rating considers the company's low levels of free cash
flow, high leverage, and historical difficulty in reporting
meaningful net income.  The rating reflects Dayton current
leverage of over 5 times (debt to EBITDA) is typical of B2
companies in the building products portfolio (ranging from 4 to
6.5 times) and interest coverage of 1.3 times for the LTM period
through Sept. 30, 2007.  Coverage is expected to improve slightly
for 2008 as the refinanced debt is anticipated to have a lower
interest rate.

The assignment of a B1 to the company's new $100 million first
lien loan reflects above average recovery for the loan versus the
corporate entity.  The rating considers the company's ABL facility
and its priority claim on accounts receivable, inventory, and
rental equipment.  The rating also considers the company's high
level of goodwill and intangible assets.  The rating on the new
instrument is subject to review of final documents that are
consistent with the terms and conditions relied upon by Moody's in
its analysis.

The stable outlook considers the company's weak free cash flow
generation, offset by a diverse end market mix, leverage that is
in line with the B2 category, and recent improvement in the
company's financial performance.  The rating and/or outlook could
decline if:

(i) the company will not experience positive free cash flow on an
LTM basis by June 30, 2008;

(ii) the company's interest coverage (EBITDA coverage of interest)
declines below 1.25 times;

(iii) Dayton's debt leverage (debt to EBITDA) increases above 6.0
times;

(iv) sales decline by over 10%; and/or

(v) the commercial construction market were deemed to be entering
into a meaningful slowdown.

The ratings and/or outlook may improve if the company profitably
grows its sales as evidenced by higher sales, expanding margins,
and an improvement in its inventory turns.  The ratings would
particularly benefit if the company were able to generate strong
consistent annual positive free cash to total debt over 8% and if
Dayton were able to reduce leverage (debt to EBITDA) to under 3.5
times.  As 95% of Dayton's total revenue is generated from non-
residential and infrastructure construction, a rebound in
residential construction would have minimal influence in the
company's performance.

Headquartered in Dayton, Ohio, Dayton Superior Corporation is the
largest North American manufacturer and distributor of metal
accessories and forms used in concrete construction, as well as
metal accessories used in masonry construction.  Dayton provides
these specialized products to the non-residential construction
market for use in infrastructure, institutional, and commercial
projects.  Total revenues for the trailing twelve months ended
Sept. 30, 2007 were $483 million.


DELPHI CORP: Anticipates Chapter 11 Emergence by March 31
---------------------------------------------------------
Delphi Corp. and its debtor-affiliates expect to consummate their
First Amended Joint Plan of Reorganization on or before March 31,
2008, Delphi Corp. Vice President and Chief Restructuring Officer
John D. Sheehan said in a regulatory filing with the U.S.
Securities and Exchange Commission.  As reported in the Troubled
Company Reporter on Jan. 28, 2008, the Court entered an order
confirming the Debtors' Plan, as modified, on Jan. 25, 2008.

The Plan contemplates the reorganization of the Debtors and the
resolution of certain outstanding claims against and interests in
the Debtors.  On the Effective Date of the Plan, Delphi's
existing Common Stock, as well as all rights or claims arising in
connection therewith, will be cancelled.  On or after the
Effective Date, Reorganized Delphi will have outstanding up to
181,831,951 shares of New Common Stock.

As of Jan. 17, 2008, there were 565,025,907 shares of Existing
Delphi Common Stock issued and outstanding, Mr. Sheehan noted.

The Plan provides for the adoption of four of Delhi Corp.'s
incentive plans for its employees:

(1) the Delphi 2007 Short-Term Incentive Plan,

(2) the Delphi 2007 Long-Term Incentive Plan,

(3) the Delphi Supplemental Executive Retirement Program, and

(4) the Delphi Salaried Retirement Equalization Savings Program.

The Delphi Incentive Plans will become effective on the Effective
Date of the Plan.  Eligible participants of the Delphi Incentive
Plans will include Delphi's approximately 560 global executives,
including Delphi's principal executive officer, principal
financial officer, other executive officers and controller and
chief accounting officer, Mr. Sheehan reported.

The purpose of the STIP is to motivate and reward performance and
provide cash incentive awards, limited to an annual individual
maximum of $7,500,000, to eligible employees who contribute to
the company's success, according to Mr. Sheehan.  The STIP is
available for incentive programs not to exceed a period of one
year for eligible employees.

The purpose of the LTIP, Mr. Sheehan said, is to provide
incentive award programs to attract and retain exceptional
employees, to align those employees with the company's long-term
strategies and to best align the employee interests with those of
Delphi's stockholders.

The LTIP is designed to permit the payment of compensation that
qualifies as performance-based compensation under Section 162(m)
of the Internal Revenue Code of 1986 and provides for the grant
of various stock-based and cash-based awards, including stock
options, stock appreciation rights, restricted stock, and
restricted stock units, Mr. Sheehan elaborated.  The maximum
number of shares of Delphi Common Stock available for issuance
under the LTIP is equal to 8% of the number of fully diluted
shares of Common Stock outstanding immediately after consummation
of the Plan.  Awards of stock options and stock appreciation
rights are limited to an annual individual maximum of 1,000,000
shares.  Awards of restricted stock and restricted stock units
are limited to an annual individual maximum of 500,000 shares.  
Cash awards are limited to an annual individual maximum of
$10,000,000.

The STIP and LTIP are administered by the Compensation and
Executive Development Committee of the Delphi Corp. Board of
Directors.  Awards may be made under the STIP and LTIP until the
tenth anniversary of the Effective Date.

The SERP is an unfunded, nonqualified defined benefit plan that
provides a benefit in conjunction with the Delphi Retirement
Program for Salaried Employees, a tax-qualified defined benefit
pension plan.  The purpose of the DB SERP, according to Mr.
Sheehan, is to assure that the company's eligible retiring
salaried executive employees will receive an overall level of
retirement benefits that are competitive with the peer group of
companies selected by the Delphi Compensation Committee.  Delphi
administers the SERP separately and distinctly from the
Retirement Program for Salaried Employees.

The SRESP is a funded, nonqualified defined contribution plan
that will replace the company's pre-existing supplemental
retirement programs.  The SRESP will be maintained primarily for
the purpose of providing deferred compensation to certain Delphi
executives, managers and other highly-compensated employees, Mr.
Sheehan said.  The purpose of the program, Mr. Sheehan explained,
is to supplement the company's tax-qualified defined contribution
savings plan and allow company nonelective contributions and
matching contributions to be made into a nonqualified defined
contribution savings plan in situations where legal limitations
under the tax-qualified defined contribution savings plan have
been reached.  "A participant is always 100% vested in the
amounts credited to his or her account that are attributable to
his or her deferrals.  A participant will also be 100% vested in
his or her employer and matching contributions," Mr. Sheehan
clarified.

A full-text copy of the Delphi 2007 Short-Term Incentive Plan is
available for free at the SEC's Web site:

                http://ResearchArchives.com/t/s?27b1

A full-text copy of the Delphi 2007 Long-Term Incentive Plan for
U.S. employees is available for free at the SEC's Web site:

                http://ResearchArchives.com/t/s?27b2

A full-text copy of the Delphi Supplemental Executive Retirement
Program is available for free at the SEC's Web site:

               http://ResearchArchives.com/t/s?27b3

A full-text copy of the Delphi Salaried Retirement Equalization
Savings Program is available for free at the SEC's Web site:

                     About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 110; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned ratings to Delphi Corporation
for the company's financing for emergence from Chapter 11
bankruptcy protection: Corporate Family Rating of (P)B2;
$3.7 billion of first lien term loans, (P)Ba3; and $0.825 billion
of 2nd lien term debt, (P)B3.  In addition, a Speculative Grade
Liquidity rating of SGL-2 representing good liquidity was
assigned.  The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services expects to assign its 'B'
corporate credit rating to Troy, Michigan-based automotive
supplier Delphi Corp. upon the company's emergence from Chapter 11
bankruptcy protection, which may occur by the end of the first
quarter of 2008.  S&P expects the outlook to be negative.

In addition, Standard & Poor's expects to assign these
issue-level ratings: a 'B+' issue rating (one notch above the
corporate credit rating), and '2' recovery rating to the company's
proposed $3.7 billion senior secured first-lien term loan; and a
'B-' issue rating (one notch below the corporate creditrating),
and '5' recovery rating to the company's proposed $825 million
senior secured second-lien term loan.


DELTA FINANCIAL: Can Hire FTI Consulting as Financial Advisor
-------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to employ FTI Consulting as their financial advisor
in connection with the commencement and prosecution of their
Chapter 11 cases and all related matters, effective as of
Dec. 17, 2007.

The Debtors need FTI to assist in preparation of cash flow
projections, review on-going disbursements, assist with
negotiations with stakeholder and creditor constituencies and to
assist management as required.  Since the firm was approached by
the Debtors on Nov. 15, 2007, FTI has developed a great deal of
institutional knowledge regarding the Debtors' operations, finance
and systems, Marc E. Miller, Executive Vice President and general
counsel of Delta Financial Corporation, relates to the Court.

In addition, FTI was engaged separately in May 2007 to provide
litigation support services to the Debtors and their counsel in
certain matters.

As the Debtor's financial advisor, FTI is expected to provide:

   * assistance in the preparation of financial related
     disclosures required by the Court, including the Schedules
     of Assets and Liabilities, the Statement of Financial
     Affairs and Monthly Operating Reports;

   * assistance with information and analyses required pursuant
     to the Debtors' use of cash collateral including, but not
     limited to, preparation for hearings regarding the use of
     cash collateral, if necessary;

   * assistance and advice with respect to the identification   
     of core business assets, valuation and monetization of the
     assets, as well as the identification and monetization of
     miscellaneous assets;

   * assistance with the identification, review and evaluation
     of possible strategic alternatives, liquidity alternatives
     and transactions;

   * assistance with the identification of executory contracts
     and leases and performance of cost or benefit evaluations
     with respect to the affirmation or rejection of each; and

   * litigation advisory services with respect to accounting
     and tax matters, along with expert witness testimony, if
     necessary, on case related issues as required by the
     Debtors.

Mr. Miller states that FTI will be paid its customary hourly
rates for services rendered to the Debtors:

   Professional                           Hourly Rate
   ------------                           -----------
   Senior Managing Director               $615 to $715
   Directors and managing Directors       $435 to $620
   Associates and Consultants             $215 to $420
   Administration and Paraprofessionals    $95 to $180

FTI should be employed under a general retainer because of the
variety and complexity of the services that will be required
during these proceedings.  This retainer, which is estimated to
be $197,000, will not be segregated by FTI in a separate account
and will be held until the end of the case and applied to FTI's
finally approved fees in these proceedings.

Timothy J. Dragelin, Senior Managing Director of FTI Consulting,
assures the Court that FTI is a "disinterested person" as that
phrase is defined in Section 101(14) of the Bankruptcy Code, as
modified by Section 1107(b).

              About  Delta Financial Corporation

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

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

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

The Debtors' exclusive period to file a plan expires on
April 15, 2008.  

(Delta Financial Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service Inc.http://bankrupt.com/newsstand/or 215/945-
7000).


DELTA FINANCIAL: Court Approves Auction of Unencumbered Loans
-------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Delaware to sell unencumbered loans through a Court-
sanctioned bidding protocol.

The Loans consist of 20 unencumbered performing loans with an
aggregate unpaid principal balance of $3,600,000 and 14
unencumbered non-performing loans with an aggregate unpaid
principal balance of $2,200,000.

The Court granted the Debtors' proposed sale procedures.  All
objections that have not been withdrawn, waived or settled are
overruled.  The Court authorizes the Debtors to enter into sale
agreements with successful bidders and second best bidders.

The Debtors, in consultation with the Committee, anticipate
hiring an independent third-party consultant to perform file
review and prepare a report to be made available to qualified
bidders with respect to the Loans in order to assist bidders
with accessing information in a manner that will be cost-
effective and expeditious for the estates, as well as the
relevant bidders.

The Debtors will select no more than three designated Qualified
Indicative Bidders for each pool of Assets who will be entitled to
be paid the reasonable costs and expenses in connection with the
due diligence process of that bidder in an amount not to exceed
$150.00 for each Loan in the pool of Assets for which that bidder
has submitted a Qualified Indicative Bid.

The Expense Reimbursement will be payable only from the proceeds
received from the Sale of the specific pool of Assets for which
the Qualified Final Bidder submitted the Qualified Final Bid.

Kelly Beaudin Stapleton, United States Trustee for Region 3, tried
to block the request, asking the Court to revise the proposed sale
and procedures to ensure notice that certain consumer rights and
remedies will not be impaired by the sale.

The U.S. Trustee said bidders should be expressly notified that
any purchaser of the mortgage loans will remain subject to all
claims and defenses related to the loans to the same extent they
would be subject to the claims or defenses had they acquired the
loans at a sale that was not pursuant to the Bankruptcy Code.

The deadline for submitting final bids will be on Feb. 13, 2008.  
A hearing to consider the sale to the successful bidders will be
held on or after Feb. 14.

The Court held that purchaser will remain subject to all claims
and defenses related to consumer credit transactions subject to
the Truth in Lending Act or any consumer credit contract as
defined in the Code of Federal Regulations on Commercial Practices
and the Bankruptcy Code.

The Court authorized the Debtors to pay expense reimbursements in
accordance with the Sale Procedures.

                      About Delta Financial

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

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

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

The Debtors' exclusive period to file a plan expires on
April 15, 2008.  

(Delta Financial Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


DELTA FINANCIAL: Wants Revision in Proposed Sale and Procedures
---------------------------------------------------------------
Kelly Beaudin Stapleton, U.S. Trustee for Region 3, asked the U.S.
Bankruptcy Court for the District of Delaware Court to revise
Delta Financial Corp. and its debtor-affiliates' proposed sale and
procedures to ensure notice that certain consumer rights and
remedies will not be impaired by the sale.

The U.S. Trustee said bidders should be expressly notified that
any purchaser of the mortgage loans will remain subject to all
claims and defenses related to the loans to the same extent they
would be subject to the claims or defenses had they acquired the
loans at a sale that was not pursuant to the Bankruptcy Code.

Similarly, the U.S. Trustee further said, persons to whom the
purchaser may subsequently assign the mortgage loans, and persons
who may be called upon to construe the Court's sale order, such as
state court judges, should be made aware that certain claims and
defenses related to the mortgage loans have been preserved by the
Bankruptcy Code.

The U.S. Trustee asserts that the Sale Procedures and the order
approving the Procedures should expressly provide that the sale
proposed by the Debtors will not be free and clear of claims and
defenses that are related to a consumer credit transaction
subject to the Truth in Lending Act or any consumer credit
contract as defined by the Code of Federal Regulations on
Commercial Practices and pursuant to the Bankruptcy Code.

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

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

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

The Debtors' exclusive period to file a plan expires on
April 15, 2008.  

(Delta Financial Bankruptcy News, Issue No. 6; Bankruptcy
Creditors' Service Inc.http://bankrupt.com/newsstand/   
or 215/945-7000).


DERCO INC: Manasian & Rougeau Approved as Committee's Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Derco, Inc.'s
Chapter 11 case obtained authority from the U.S. Bankruptcy Court
for the Northern District of California to retain Manasian &
Rougeau, LLP, as its counsel.

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Manasian & Rougeau is expected to:

   a) investigate the acts, conduct, assets, liabilities, and
      financial condition of the Debtor as is appropriate;

   b) provide aid and assistance in monitoring the Debtor's
      progress of administration of the case;

   c) advise the Debtor with respect to its business operations;

   d) provide representation in all negotiations and proceedings
      involving the Debtor and other parties-in-interest;

   e) counsel and represent the Debtor in connection with the
      Debtor's proposed use of cash collateral;

   f) participate with the Debtor in the formulation, negotiation,
      and confirmation of a plan of reorganization;

   g) assist the Debtor in requesting the appointment of a
      receiver or examiner if necessary; and

   h) represent the Debtor in all legal aspects of its case.

The Committee says that the firm's professionals will bill at
these rates:

      Professionals                   Hourly Rate
      -------------                   -----------
      Paul E. Manasian, Esq.             $435
      Gregory A. Rougeau, Esq.           $350
      Paralegals                          $85

To the best of the Committee's knowledge the firm has no adverse
interest or material connection with the Debtor, or with any other
parties-in-interest in the Debtor's case.

                         About Decro Inc.

Based in San Francisco, California, Derco, Inc. --
http://www.dercodiamonds.com/-- manufactures and retails diamonds   
and jewelry in the U.S.  The company was founded in 1939 by Krikor
Der Abrahamian, who specialized in trading diamonds and colored
gemstones.  The company filed for Chapter 11 protection on
Dec. 26, 2007 (Bankr. N.D. Calif. Case No. 07-31675).  Iain A.
MacDonald, Esq., at Macdonald & Associates, in San Francisco,
California, represents the Debtor in its restructuring efforts.  
The U.S. Trustee for Region 17 appointed two creditors to serve on
an Official Committee of Unsecured Creditors in this case.  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts of $1 million to $100 million.


EASTERN ENERGY: S&P Puts BB+ Issue-Level Rating on $75 Mil. Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating and a recovery rating of '1' to AES Eastern Energy L.P.'s
$75 million revolving credit facility, indicating expectations of
very high (90%-100%) recovery of principal in a payment default
scenario.  The outlook is stable.
     
In addition, Standard & Poor's assigned a recovery rating of '1'
to the company's $550 million senior pass-through certificates.    
At the same time, Standard & Poor's affirmed its 'BB+' rating on
the certificates.
     
The power plant owner and operator is a wholly owned subsidiary of
AES New York Funding LLC and AES NY2, which in turn are wholly
owned by The AES Corp.  AEE owns and operates four coal-fired
generation assets, representing 1,268 MW of electric generation
capacity in western New York.  The company had about $622 million
of leveraged lease and other debt as of Sept. 30, 2007.

                          Ratings List

                          New Ratings

                     AES Eastern Energy L.P.

   $75M credit facility                          BB+/Stable
    Recovery rating                              1

  $550M senior pass-through certificates
    recovery rating                              1

                        Rating Affirmed

  $550M senior pass-through certificates         BB+/Stable


EDDIE BAUER: Cuts 123 Corporate Staff Positions on Three Units
--------------------------------------------------------------
Eddie Bauer Holdings Inc. and its subsidiary, Eddie Bauer Inc.,
disclosed a reorganization of their corporate staff across three
locations, eliminating 123 positions in Seattle, Chicago and
Columbus while re-aligning the organization to its new strategic
direction.  The job cuts represent an aggregate of 16% of the
corporate staff.

"We have taken a major step to streamline the organization,
simplify processes and focus our resources on our strategic
priorities," Neil Fiske, president and chief executive officer,
commented.  "We acknowledged in our last earnings call that our
overall costs are too high and that we were going to take action
in early 2008 to become more cost competitive."

"This initiative is one part of our broader, comprehensive program
to cut $25-30 million out of the operating cost structure of the
business," Mr. Fiske added.  "While the changes are difficult,
they put Eddie Bauer on stronger financial and competitive
footing. We will be a leaner, stronger, and more focused
organization."
    
Among the organizational changes, Eddie Bauer has:
    
   -- streamlined and consolidated its organization;
    
   -- scaled back support functions to "mission critical"
      operations;
    
   -- re-aligned the merchant team under Kim Berg, the
      company's new Senior vice president and general manager,
      merchandising;
    
   -- moved merchandise planning and allocation under the
      company's new chief financial officer, Marv Toland;

   -- established a new Sourcing and supply chain group under
      Ronn Hall, the company's new senior vice president,
      sourcing and supply chain;
    
   -- moved all design functions to report directly to
      Neil Fiske, CEO, including a newly-developed Outerwear,
      Activewear and Gear group.

The company also disclosed two new hires to the management team.  
Tony Krohn has joined Eddie Bauer from The North Face as
divisional vice president of research, design, and development for
outerwear, activewear and gear.  Joe Moji joins the company as
divisional vice president of financial planning and analysis.

"I am thrilled with the addition of Tony and Joe to our management
team," Mr. Fiske said.  "They are both well
respected, high-impact players who will strengthen our capability
in two critical areas."

"We've made challenging but strategic decisions for Eddie Bauer
that will position the company for future growth," Mr. Fiske said.  
"We've approached these changes with sensitivity and respect for
those employees who have been affected by the restructuring.  And
we're approaching the future with confidence in our direction, our
people and our new management
team."

                       About Eddie Bauer

Based in Redmond, Washington, Eddie Bauer Holdings Inc.
(NASDAQ: EBHI) -- http://www.eddiebauer.com/-- is a specialty
retailer that sells casual sportswear and accessories for the
"modern outdoor lifestyle."  Established in 1920 in Seattle, Eddie
Bauer products are available at about 380 stores throughout the
U.S. and Canada, through catalog sales and online at
http://www.eddiebaueroutlet.com/. The company also participates  
in joint venture partnerships in Japan and Germany and has
licensing agreements across a variety of product categories.  
Eddie Bauer employs 10,000 part-time and full-time associates in
the U.S. and Canada.

                          *     *     *

Standard & Poor's Rating Services placed Eddie Bauer Holdings
Inc.'s long term foreign and local issuer credit ratings at 'B-'
in March 2007.  The ratings still hold to date with a negative
outlook.


EXOPACK HOLDING: Moody's Holds 'B2' Corporate Family Rating
-----------------------------------------------------------
Moody's has affirmed the B2 Corporate Family and Probability of
Default ratings of Exopack Holding Corporation, the B3 (LGD4, 68%)
rating on Exopack's senior unsecured notes due 2014, and the SGL-3
Speculative Grade Liquidity rating.  The stable outlook reflects
Moody's view that operating results and credit metrics will show
moderate improvement over the near term.

Exopack's B2 Corporate Family Rating reflects aggressive financial
policies, weak cash flow and interest coverage metrics, and a
modest decline in organic revenue in the twelve months ended
Sept. 30, 2007, resulting mostly from weak sales volumes to the
construction industry.  The rating benefits from projected cost
improvement and integration initiatives in place and currently
underway, long-term relationships with a diversified customer
base, and the company's ability to pass-through the majority of
its raw material cost increases.  Exopack's SGL-3 liquidity rating
reflects Moody's expectations that the company will maintain an
adequate liquidity profile relative to its cash needs over the
next twelve months.

Moody's affirmed these ratings/(assessments):

  -- $220 million senior unsecured notes due 2014, B3 (LGD4, 68%
     from LGD4, 67%)

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- Speculative Grade Liquidity Rating, SGL-3

The company's senior secured revolving credit facility due 2012,
for which availability is subject to borrowing base limitations,
was amended in August and October 2007.  The amendments increased
maximum availability to $110 million from $45 million, primarily
to fund two acquisitions made by Exopack in the second half of
2007.

Exopack Holding Corporation, headquartered in Spartanburg, South
Carolina, manufactures paper and plastic flexible packaging for
food & beverage, pet, agricultural, building, lawn, mineral,
medical, and electronics products.  Exopack is indirectly owned by
an affiliate of Sun Capital Partners Group, Inc. and was formed in
2005 through the consolidation of Exopack, LLC, Cello-Foil Holding
Corp, and The Packaging Group.  The company operates 18
manufacturing facilities located primarily in the US and Canada
and had revenues for the twelve months ended Sept. 30, 2007 of
$652 million.


FINANCIAL ASSET: Adverse Performance Cues S&P's Rating Downgrades
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage loan asset-backed certificates from Financial
Asset Securities Corp.'s series 2004-RP1 and Merrill Lynch
Mortgage Investors Trust's series 2005-SD1 and 2006-SD1.  In
addition, S&P affirmed its 'BB+' rating on class M-2 from Quest
Trust 2002-X1 and removed it from CreditWatch with negative
implications.  Lastly, S&P affirmed its ratings on 51 classes from
seven deals.
     
The downgrades reflect the adverse performance of the collateral
pools.  Monthly net losses have eroded credit support to the point
at which the remaining credit support is insufficient to maintain
the original ratings.  In addition, total and severe (90-plus
days, foreclosures, and REOs) delinquencies remain fairly high.   
The pool factors for these transactions are below 40%.  As of the
December 2007 distribution, total and severe delinquencies, as
well as cumulative realized losses, for the downgraded
transactions were:

                  Financial Asset Securities Corp.
   WaMu Mortgage Pass-through Certificates Collateral Group One

   Series     Total delinq.      Severe delinq.      Cum losses
   ------     -------------      --------------      ----------
   2004-RP1   26.65%             16.28%              0.53%

                Merrill Lynch Mortgage Investors Trust
                Mortgage Loan Asset-backed Certificates

     Series      Total delinq.    Severe delinq.    Cum losses
     ------      -------------    --------------    ----------
     2005-SD1    42.97%           31.27%            4.06%
     2006-SD1    47.05%           31.04%            2.87%

The affirmations reflect adequate actual and projected credit
support percentages that are sufficient to support the ratings at
their current levels.
     
Either subordination alone or combined with overcollateralization,
and excess spread provide credit support for these transactions.   
The collateral for these transactions consists of 30-year, fixed-
or adjustable-rate, reperforming mortgage loans secured by first
liens on residential properties.

                        Ratings Lowered

                 Financial Asset Securities Corp.
             WaMu Mortgage Pass-through Certificates

                                         Rating
                                         ------
               Series     Class       To        From
               ------     -----       --        ----
               2004-RP1   I-B-5       CCC       B

               Merrill Lynch Mortgage Investors Trust
              Mortgage Loan-asset Backed Certificates

                                         Rating
                                         ------
               Series     Class       To        From
               ------     -----       --        ----
               2005-SD1   B-1         B         BBB
               2005-SD1   B-2         CCC       BB
               2006-SD1   B           BB        BBB-

        Rating Affirmed and Removed from CreditWatch Negative

                       Quest Trust 2002-X1
                    Asset Backed Certificates

                                       Rating
                                       ------
             Series     Class       To        From
             ------     -----       --        ----
             2002-X1    M-2         BB+       BB+/Watch Neg

                        Ratings Affirmed

                 Financial Asset Securities Corp.
              WaMu Mortgage Pass-through Certificates

             Series     Class                   Rating
             ------     -----                   ------
             2004-RP1   I-F, I-HJ, I-S, II-A    AAA
             2004-RP1   I-B-1, II-B-1           AA
             2004-RP1   I-B-2, II-B-2           A
             2004-RP1   I-B-3, II-B-3           BBB
             2004-RP1   I-B-4, II-B-4           BB
             2004-RP1   II-B-5                  B

             Lake Country Mortgage Loan Trust 2006-HE1
                      Asset-backed Certificates

             Series     Class                   Rating
             ------     -----                   ------
             2006-HE1   A-1, A-2, A-3, A-4      AAA
             2006-HE1   M-1                     AA+
             2006-HE1   M-2, M-3                AA
             2006-HE1   M-4                     AA-
             2006-HE1   M-5                     A+
             2006-HE1   M-6                     A
             2006-HE1   M-7                     A-
             2006-HE1   M-8                     BBB

               Merrill Lynch Mortgage Investors Trust
              Mortgage Loan-asset Backed Certificates

             Series     Class                    Rating
             ------     -----                    ------
             2005-SD1   A-1, A-2                 AAA
             2005-SD1   M-1                      AA
             2005-SD1   M-2                      A
             2006-SD1   A                        AAA
             2006-SD1   M-1                      AA+
             2006-SD1   M-2                      AA-
             2006-SD1   M-3                      A

          Morgan Stanley ABS Capital I Inc. Trust 2004 SD3
                 Mortgage Pass-through Certificates

             Series     Class                    Rating
             ------     -----                    ------
             2004-SD3   A-1                      AAA
             2004-SD3   M-1                      AA
             2004-SD3   M-2                      A
             2004-SD3   B-1                      BBB+
             2004-SD3   B-2                      BBB

                           Quest Trust
                   Asset Backed Certificates

             Series     Class                    Rating
             ------     -----                    ------
             2002-X1    M-1                      AAA
             2006-X2    A-1, A-2                 AAA
             2006-X2    M-1                      AA+
             2006-X2    M-2                      AA
             2006-X2    M-3                      AA-
             2006-X2    M-4                      A+
             2006-X2    M-5                      A
             2006-X2    M-6                      A-
             2006-X2    M-7                      BBB+
             2006-X2    M-8                      BBB
             2006-X2    M-9                      BBB-
             2006-X2    M-10                     BB+


FORTUNOFF: Inks $100 Million Sale Agreement with Lord & Taylor
--------------------------------------------------------------
Ailing jewelry retailer, Fortunoff, is about to be sold to Lord &
Taylor, department stores operator, under a $100 million sale
agreement, Marilynn K. Yee writes for The New York Times, citing
people familiar with the deal.

News have spread that Fortunoff is nearing bankruptcy and that
NRDC stands ready to rescue the jeweler before it eventually
files, NY Times reveals, citing undisclosed officials involved in
the negotiations.  NY Times' sources asserted that Fortunoff's
profits started to decline and its debt rose to $60 million when
it was sold to Trimaran Capital Partners.

The department store operator plans to carry Fortunoff inventory
in its 47 stores and allow Fortunoff employees to run Lord &
Taylor stores under the philosophy of "better vendors, better-
quality goods," according to NY Times' sources.

Officials involved in the talks told NY Times that Lord & Taylor
may also need some rescuing since it recently suffered financially
and has lost market popularity.  Lord & Taylor had commenced
efforts to convince a hundred upscale brands to dispose their
inventories at Lord & Taylor's stores, NY Times says.  CEO Richard
A. Baker at NRDC Equity Partners, parent company of Lord & Taylor,
told NY Times that his company hopes Fortunoff brand can help  
revive its stores.

However, the transaction, initially proposed by NRDC has not been
finalized and talks "could still unravel," NY Times relates,
citing its sources.

People familiar with the deal told NY Times that Fortunoff is also
considering other offers that could potentially outbid Lord &
Taylor, NY Times says.

                    About NRDC Equity Partners

NRDC Equity Partners -- http://www.nrdcequity.com/-- is a private  
equity firm that acquires operating companies in the retail,
leisure, lodging and commercial real estate sectors.

                       About Lord & Taylor

Since 1826, Lord & Taylor -- http://www.lordandtaylor.com/-- owns  
and operates 47 department stores.  Its flagship location on Fifth
Avenue in New York offering fashion products for more than 90
years.

                 About Trimaran Capital Partners

Trimaran Capital Partners -- http://www.trimarancapital.com/--  
is a private investment firm based in New York.  Its operates two
business lines: Trimaran Fund Management, which manages middle-
market private equity funds; and Trimaran Advisors, which manages
funds that invest in below investment-grade corporate debt.

                         About Fortunoff

Westbury, New York-based Fortunoff -- http://www.fortunoff.com/--  
is a family owned business since 1922 founded by by Max and Clara
Fortunoff.  Fortunoff offers customers fine jewelry and watches,
antique jewelry and silver, everything for the table, fine gifts,
home furnishings including bedroom and bath, fireplace
furnishings, housewares, and seasonal shops including outdoor
furniture shop in summer and enchanting Christmas Store in the
winter.  It opened some 20 satellite stores in the New Jersey,
Long Island, Connecticut and Pennsylvania markets featuring
outdoor furniture and grills during the Spring/Summer season and
indoor furniture (and in some locations Christmas trees and decor)
in the Fall/Winter season.


FULVIO FIERIMONTE: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------------
Debtors: Fulvio Fierimonte
         Joann Fierimonte
         153 Belcher Drive
         Sudbury, MA 01776

Bankruptcy Case No.: 08-40254

Chapter 11 Petition Date: January 30, 2008

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtors' Counsel: William E. Campbell, Esq.
                  Law Offices of Campbell & Mooney
                  85 Exchange Street
                  Suite 201
                  Lynn, MA 01901-1400
                  Tel: (781) 599-9400
                  Fax: (781) 599-9401

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' list of their Nine Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Village Bank                 Bank Loan             $218,014
319 Auburn Street
Auburndale, MA 02466

Homecomings Financial            Bank Loan             $149,148
2711 North Haskell Suite 1000
Dallas, TX 75204

First Horizon                    Bank Loan             $251,805
P.O. Box 31                                         Collateral:
Memphis, TN 38101-0031                                 $984,241
                                                     Unsecured:
                                                       $125,017

HSBC Mortgage Corp               Bank Loan             $100,000

US Bank                                                 $55,438

Citibank                                                $38,473

Amex                                                    $32,439

Capital 1 Bank                                          $21,110

Citibank USA                                               $613


GEORGE MAIER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtors: George A. Maier
         Sinicrope Anita Maier
         3277 Cedar Run Road
         Allison Park, PA 15101

Bankruptcy Case No.: 08-20638

Chapter 11 Petition Date: January 31, 2008

Court: Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro & Corbett, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


GLOBAL MOTORSPORT: Files Ch. 11 Petition, Sells Assets to Dae-Il
----------------------------------------------------------------
Global Motorsport Group, Inc. has agreed to sell its assets to
Dae-Il USA, Inc. as a going concern.  The sale includes all of
GMG's US operations -- including its Custom Chrome, Motorcycle
Stuff, and Jammer divisions, and the stock of Global Motorsport
Group GmbH, which manages all of GMG's European operations.  In
order to facilitate the sale process, the company filed a
voluntary petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  The filings were made in the U.S. Bankruptcy
Court for the District of Delaware.

The company has reached an agreement with its lender to provide
debtor-in-possession financing, subject to Bankruptcy Court
approval, to fund the company's business operations while it
completes the sale process.  This financing will provide the
Company the necessary funds to continue operations in the normal
course of business, keeping all of the Company's distribution
facilities open on normal schedules, and fulfilling customer
orders.  The company does not foresee any changes in employee
numbers or facility locations.

The purchase agreement is subject to the approval of the
Bankruptcy Court.  Definitive documents will be filed with the
court, along with bidding procedures noting that qualified bidders
will be provided an opportunity to make higher and better offers
for the purchase.  It is anticipated that the sale will be
completed within 45 days.

"We are pleased to have entered into an agreement to be acquired
by Dae-Il USA and are confident that this transaction will
position GMG to reestablish its leadership position in the
marketplace," Scott Avila, Chief Restructuring Officer of GMG,
said.  "We have carefully reviewed our options and believe that a
sale will provide the best long-term prospects for the company's
customers, vendors, and employees.

"We look forward to supporting GMG's success and continuing
operations as a stand-alone business," Nace Panzica, President of
Dae-Il USA and the original founder of Custom Chrome said.  "We
are committed to investing in GMG's product lines and outstanding
customer service.  With the continued support of our faithful
employees, loyal customers and valuable vendors, I am confident
GMG's future will be a success."

The company anticipates that the transition of control would be
concluded by March 2008.

Headquartered in Morgan Hill, California, Global Motorsport Group
Inc. -- http://www.gmgracing.com/http://www.customchrome.com/
http://www.motorcyclestuff.com/-- markets and distributes  
aftermarket motorcycle parts and accessories and does business as
Custom Chrome, Santee, Custom Chrome Europe and Motorcycle stuff.  
The company supplies aftermarket parts and accessories for Harley-
Davidson motorcycles and commands significant market share in the
broader motorcycle industry.  With over 50,000 unique product
offerings, Global Motorsport Group anticipates and fulfills the
aftermarket needs of the entire motorcycle industry through a
network of independent dealers throughout North America, Europe
and Asia-Pacific.

The company and its debtor-affiliates filed for Chapter 11
protection on Jan. 31, 2008 (Bankr. D. Del. Case Nos. 08-10192 to
08-10195).  Laura Davis Jones, Esq., at Pachulski Stang Ziehl &
Jones LLP, in Wilmington, Delaware, represents the Debtors.  When
the Debtors filed for protection from their creditors, they listed
assets between $50 million and $100 million and debts between
$100 million to $500 million.


GO FIG: Court Fixes May 23 as Deadline for Filing Proofs of Claim
-----------------------------------------------------------------
The Honorable Charles E. Rendlen, III, of the U.S. Bankruptcy
Court for the Eastern District of Missouri set May 23, 2008, as
the deadline for creditors of Go fig., Inc. and its debtor-
affiliates to file proofs of claim against the Debtors.

In addition, the Court fixed July 22, 2008, as the deadline for
governmental entities having a claim against the Debtors to file
their proofs of claim.

The Debtors related that their creditors are a group of patients
holding claims against them for refunds of unsatisfactory services
or for unperformed services.  The group of patient claim holders
consists of approximately 20,000 claimants, the Debtors said.

                          About Go Fig.

Based in Phoenix, Arizona, Go fig., Inc. -- http://www.fig.com/--  
provides medically supervised body-shaping services, operating and
managing 15 centers across the U.S.  It employs more than 500
people.  The company and 11 of its affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bankr. E.D. Mo. Lead Case No.
08-40116).  Spencer P. Desai, Esq., at Capes Sokol Goodman and
Sarachan P.C., represents the Debtors in their restructuring
efforts.  An Official Committee of Unsecured Creditors has been
appointed in the Debtors' cases.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $1 million to $100 million.


GO FIG: Seeks Court Nod on ATEC Inc. as Liquidator
--------------------------------------------------
Go fig., Inc. and its debtor-affiliates seek permission from the
U.S. Bankruptcy Court for the Eastern District of Missouri to
employ ATEC Inc. as their liquidating agents.

The Debtors relate that they previously employed ATEC Inc. to
assist in the shutdown of their physical locations and to
safeguard the Debtors' assets and business records.  The Debtors
believe that it will be necessary to continue ATEC's assistance of
ATEC in the sale of their personal property.

In order to market its personal property most effectively and
liquidate at the best and highest price, ATEC has examined the
property and has agreed to:

   a) advertise and show the property to interested parties;

   b) represent the Debtors' estate as the seller in connection
      with any sale of assets; and

   c) advise the Debtors with respect to obtaining the highest and
      best offers available on the present market value of the
      personal property.

In consideration for its services, ATEC will receive as
commission, upon consummation of any sale, 12% of the purchase
price.  In addition, the Debtors propose paying ATEC $1,000 per
week for relocating and safeguarding the Debtors' leased
locations.

Donna Yeager, an officer at ATEC, assures the Court that the
liquidating firm does not represent any adverse interest to the
Debtors or their estates.

                          About Go Fig.

Based in Phoenix, Arizona, Go fig., Inc. -- http://www.fig.com/--  
provides medically supervised body-shaping services, operating and
managing 15 centers across the U.S.  It employs more than 500
people.  The company and 11 of its affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bankr. E.D. Mo. Lead Case No. 08-
40116).  Spencer P. Desai, Esq., at Capes Sokol Goodman and
Sarachan P.C., represents the Debtors in their restructuring
efforts.  An Official Committee of Unsecured Creditors has been
appointed in the Debtors' cases.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $1 million to $100 million.


GO FIG: Wants to Hire Lee & Associates as Leasing Agent
-------------------------------------------------------
Go fig. Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Eastern District of Missouri to employ Lee &
Associates as their leasing agent.

The Debtors tell the Court that they sought to reject certain of
their locations, most of which have been leased from third
parties.

The Debtors' St. Louis and Kansas City corporation locations are
the only offices which are not leased.  Both locations have
sizeable security deposites posted by the Debtors totaling
$2 million.  The Debtors believe these locations represent assets
which the Debtors can utilize and sublease in order to recapture a
portion of the security deposits.

The Debtors relate that Lee & Associates is familiar with the
lease terms of each of the locations.  Accordingly, the Debtors
seek to employ Lee & Associates for a 60-day listing agreement to
market the two locations for sublease.

The firm has proposed a 6% commission of the base rent for the
term of any sublease.

Lee & Associates is the holder of an equity position in the
Debtors for $360,000.  The firm has agreed to waive any and all
claims they may have in the bankruptcy case.  Despite their pre-
existing relationship with Go Fig., the Debtors contend that the
firm is the best candidate to market and sublease the St. Louis
and Kansas City locations.

                          About Go Fig.

Based in Phoenix, Arizona, Go fig., Inc. -- http://www.fig.com/--  
provides medically supervised body-shaping services, operating and
managing 15 centers across the U.S.  It employs more than 500
people.  The company and 11 of its affiliates filed for Chapter 11
protection on Jan. 7, 2008 (Bankr. E.D. Mo. Lead Case No. 08-
40116).  Spencer P. Desai, Esq., at Capes Sokol Goodman and
Sarachan P.C., represents the Debtors in their restructuring
efforts.  An Official Committee of Unsecured Creditors has been
appointed in the Debtors' cases.  When the Debtors filed for
protection from their creditors, they listed estimated assets and
debts of $1 million to $100 million.


GOODYEAR TIRE: Will Redeem $650 Million in Senior Secured Notes
---------------------------------------------------------------
The Goodyear Tire & Rubber Company has called for redemption on
March 3, 2008, all of its outstanding $650 million of senior
secured notes due 2011.

The redemption will result in annualized interest expense savings
of approximately $75 million to $80 million, of which about
$65 million will be realized in 2008.

The notes are comprised of $450 million of fixed rate notes, which
currently bear interest at 11.25%, and $200 million of floating
rate notes, which currently bear interest at LIBOR plus 825 basis
points.

The contractual redemption prices are 105.5% of the principal
amount of the fixed rate notes and 104 percent of the principal
amount of the floating rate notes.  In each case, accrued and
unpaid interest will be paid to the redemption date.

"These notes are our highest cost debt," Damon J. Audia,
Goodyear's vice president and treasurer, said.  "Eliminating them
is another step in our debt reduction process and helps us move
closer to achievement of our next stage metrics."

Mr. Audia said the company continues to evaluate other debt
reduction opportunities.

                       About Goodyear Tire

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28
countries.  Goodyear's operations are located in Argentina,
Austria, Chile, Colombia, France, Italy, Guatemala, Jamaica,
Peru, Russia, among others.  Goodyear employs more than 80,000
people worldwide.

                          *     *     *

In June 2007, Standard & Poor's Ratings Services raised its
ratings on Goodyear Tire & Rubber Co., including its corporate
credit rating to 'BB-' from 'B+'.  The ratings still apply to
date.


HARMONY HOLDINGS: Case Summary & 21 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Harmony Holdings, L.L.C.
             1478 Pickerel Road
             Georgetown, SC 29440

Bankruptcy Case No.: 08-00599

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Spanish Moss Development, L.L.C.           08-00604

Type of Business: The Debtor owns real estate.

Chapter 11 Petition Date: January 31, 2008

Court: District of South Carolina (Charleston)

Judge: David R. Duncan

Debtors' Counsel: Barbara George Barton, Esq.
                  1715 Pickens Street (29201)
                  P.O. Box 12046
                  Columbia, SC 29211-2046
                  Tel: (803) 256-6582

Harmony Holdings, LLC's Financial Condition:

Total Assets: $112,567,540

Total Debts:   $48,088,073

A. Harmony Holdings, LLC's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Internal Revenue Service       $146,683
Insolvency Group 4
M.D.P. 39
1835 Assembly Street,
Room 469
Columbia, SC 29201

Jon Montgomery                 $125,000
Attention: Michael Montgomery
1243 North Harbor City
Boulevard, Suite A
Melbourne, FL 32935

Alan Wheeler                   $51,500
33 Bridge View Road
Georgetown, SC 29440

Joe Weiss                      $51,500

Sunbelt Rentals                $51,000

Lisa Rowe                      $37,500

Nextmedia Outdoor              $28,117

Leatherwood Walker Todd        $25,558

Dan Skerman                    $25,000

Anthony Tocco                  $24,933

Josh Acevedo                   $24,231

Peter Stevens                  $24,000

Kim Pavao                      $18,846

South Carolina Department of   $18,421
Revenue

Gundling Law Firm, P.A.        $14,622

Coastal Outdoor Advertising    $13,391

H.&S. Oil Co.                  $12,775

Dawson Lumber Co.              $9,227

Brad Jenkins                   $9,200

Sounding Publications, L.L.C.  $7,055

B. Spanish Moss Development, LLC's Largest Unsecured Creditor:

   Entity                      Claim Amount
   ------                      ------------
Barney N.G.                    $782,300;
Attention: W. Cliff Moore,     value of security:
III, Esq.                      $4,217,700
P.O. Box 2285
Columbia, SC 29202      


HERCULES INC: Earnings Drop to $28MM in Qtr. Ended December 31
--------------------------------------------------------------
Hercules Incorporated reported net income for the quarter ended
Dec. 31, 2007 of $28.5 million, as compared to net income of
$242.1 million for the fourth quarter of 2006.  The fourth quarter
of 2006 included $242 million of one-time tax benefits.

Net income for the year ended Dec. 31, 2007 was $178.9 million,  
as compared to net income of $238.7 million in 2006.

Cash flow from operations for the year ended Dec. 31, 2007, was
$299.9 million, an increase of $127 million as compared to the
prior year.

"We continue to demonstrate strong growth in revenue, earnings per
share and cash flow," Craig A. Rogerson, president and chief
executive officer, commented.  "Our employees, along with our
global market leadership and strong innovation, continue to drive
solid results."

During the quarter, the company purchased 1.65 million shares of
common stock for a cost of $31.6 million.  To date, the company
has purchased 3 million shares for $58 million under its $200
million share repurchase authorization.

Interest and debt expense was $16.6 million in the fourth quarter
of 2007, down $0.5 million compared with the fourth quarter of
2006.  Interest expense for the year ended Dec. 31, 2007 was $68.6
million, a decrease of $2.6 million from 2006.

Net debt, total debt less cash and cash equivalents, was
$679.5 million at Dec. 31, 2007, a decrease of $144.2 million from
year-end 2006.

Capital spending was $40.5 million in the fourth quarter and
$118.3 million in 2007.  This compares to $44.4 million and $93.6
million in the fourth quarter and year 2006.  The increase in
capital expenditures was primarily for growth projects including
expanded production capacity.

The company completed the transition of its U.S. defined benefit
pension plan to a liability driven investment strategy in 2007.  
The assets of the plan were transitioned from a portfolio that had
a strong equity bias, to one where greater than 80% of the assets
are invested in fixed income securities. The funding level
improved from 90% at the end of 2006 to 96% at the end of 2007 on
a projected benefit obligation basis.

At Dec. 31, 2007, the company's balance sheet showed total assets
$2.68 billion, total liabilities $2.18 billion, and  total
stockholders' equity $0.48 billion.

                  About Hercules Inc

Headquartered in Wilmington, Delaware, Hercules Inc. (NYSE:HPC)
-- http://www.herc.com/-- manufactures and markets chemical
specialties globally for making a variety of products for home,
office and industrial markets.  The company has its regional
headquarters in China and Switzerland, and a production facility
in Brazil.

                     *     *     *

In September 2006, Moody's placed the company's long-term
corporate family rating, senior unsecured debt rating and
probability of default rating at Ba2, senior subordinate rating at
Ba3, and junior subordinate debt rating at B1.  These ratings
still hold to date.  The outlook is positive.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at BB which still hold to date.  The outlook is
positive.


IAC/INTERACTIVECORP: Legal War with Liberty Media Jeopardizes Biz
-----------------------------------------------------------------
IAC/InterActiveCorp. chairman Barry Diller said in a filing with
the Delaware Chancery Court that IAC's legal duel with John Malone
at Liberty Media Corporation has negatively affected IAC's
operations, Jessica E. Vascellaro writes for The Wall Street
Journal.

Liberty Media's move to oust seven members off the board of IAC,
including two from its audit committee, threatens to cause the
company to violate Nasdaq and Securities and Exchange Commission
requirements, WSJ relates, citing IAC's court filing.

The Liberty Motion, Mr. Diller said, created "chaos for IAC," WSJ
reports.

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

Liberty Media's filing follows a lawsuit duel by IAC 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.

Mr. Diller said the legal war with Liberty Media will also hinder
IAC's compensation committee to approve a proposal to extend
bonuses and stock options to officers and workers.

Despite the issues at hand, the IAC spokesperson assured that the
financial statements of the company will be released as scheduled,
WSJ says.

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Mr. Diller strongly denied allegations of Mr. Malone, his former
business partner.

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.

                        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.

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 citing a statement by Mr. Diller.

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 Feb. 1, 2008,
Standard & Poor's Rating Services said its ratings on
IAC/InterActiveCorp, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed on Nov. 5, 2007, following IAC's announcement
that it plans to divide itself into five publicly traded
companies.


INERGY LP: Improved Credit Metrics Cues S&P to Up Rating to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Inergy LP
to 'BB-' from 'B+'.  The outlook is stable.  

The upgrade reflects the company's continued improved credit
metrics and increased cash flow stability from its expanded
midstream operations.  With the Arlington Storage Corp. LLC
acquisition and the completed Phase II expansion of the Stagecoach
Natural Gas Storage facility, Standard & Poor's expects the
company's midstream assets to contribute roughly 30% of EBITDA in
fiscal 2008.  The 'BB-' rating is also based on S&P's expectation
that Kansas City, Missouri-based retail and wholesale propane
distributor Inergy will maintain reasonable distribution coverage,
moderate distribution growth, and acquisition activity that is
financed conservatively and does not result in deteriorated
financial metrics.
     
Inergy's weak business risk profile and aggressive financial
profile restrict the company's rating.  Rating concerns include
the master limited partnership structure, an aggressive growth
strategy, and exposure to weather, seasonal demand patterns, and
changing commodity prices.  These concerns are only partially
countered by the propane segment's favorable operating
characteristics, which include a high percentage of residential
customers in attractive markets, and Inergy's natural gas storage
operations.
     
The partnership's aggressive growth strategy has recently focused
on the acquisition and expansion of midstream assets, most
notably, the Arlington Storage purchase and the completed Phase II
expansion of the Stagecoach Natural Gas Storage facility.
     
The outlook on Inergy is stable.  The stable outlook is based on
the solid operating performance of the propane and midstream
segments and the expectation that the company will maintain its
current financial metrics.
      
"An upgrade or positive outlook depends on further growth of
midstream assets, sustained high margins from the propane segment,
and disciplined, conservatively financed acquisitions," said
Standard & Poor's credit analyst Michael V. Grande.  "Conversely,
Standard & Poor's could lower the rating or revise the outlook to
negative if the financial profile deteriorates due to subpar cash
flow, deteriorating distribution coverage, or significant
acquisition activity that weakens financial metrics," he
continued.


JAMES ALFRED ROSE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: James Alfred Rose, III
        519 Spencer Furlow Drive
        Carolina Beach, NC 28428

Bankruptcy Case No.: 08-00625

Chapter 11 Petition Date: January 31, 2008

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Dean R. Davis, Esq.
                  Allen, MacDonald & Davis, PLLC
                  1508 Military Cutoff Road, Suite 102
                  Wilmington, NC 28403
                  Tel: (910) 256-6558
                  Fax: (910) 256-6538

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have any creditors who are not insiders.


JOHN JACOBS: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: John Richard Jacobs
        561 Rancho Bauer Drive
        Houston, TX 77079

Bankruptcy Case No.: 08-30417

Chapter 11 Petition Date: January 31, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Ronald J. Sommers, Esq.
                  Nathan Sommers Jacobs
                  2800 Post Oak Boulevard
                  61st Floor
                  Houston, TX 77056-6102
                  Tel: (713) 892-4801
                  Fax: (713) 892-4800

Total Assets: $130,448

Total Debts:  $3,161,073

Debtor's list of its 16 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Jacobs, Jeanne Denise                                $2,284,552
10000 Mayer Cementary Road
Burton, TX 77835

Ocwen Loan Servicing                                   $179,171
P.O. Box 785056
Orlando, FL 32878-5056

Nichols, John F. (Sr.)                                 $150,000
Pamela Bergman
1301 McKinney Street, Suite 3636
Houston, TX 77010

Wells Fargo                                             $58,634

Chase Cardmember Service                                $41,860

Colangelo, Joseph                                       $37,471

Cardwell, Suzan                                         $29,794

Advanta Bank Corp                                       $27,892

Pavlas, John C.                                         $24,496

FIA Card Services                                       $21,493

USAA Savings Bank                                       $19,209

American Express                                        $18,124

Bank of America                                         $10,981

Razor Resources, Inc.                                    $8,400

Internal Revenue Service                                 $2,500

Homecoming Financial                                    Unknown


JOHNSON RUBBER: Committee Taps FTI Consulting as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Johnson Rubber
Company Inc. and its debtor-affiliates ask the United States
Bankruptcy Court for the Northern District of Ohio for permission
to retain FTI Consulting Inc. as its financial advisors.

As the Committee's financial advisor, FTI Consulting Inc. will
provide any general business consulting or other assistance as the
Committee or its counsel may deem necessary that are consistent
with the role of a financial advisor and not duplicative of
services provided by other professionals in this proceeding.

The firm's professionals and their customary hourly rates are:

   Designation                        Hourly Rate
   -----------                        -----------
   Senior Managing Directors           $650-$700
   Directors & Managing Directors      $475-$595
   Associates & Consultants            $265-$385
   Administration & Paraprofessionals   $95-$175

Michael J. Selwood, a senior managing director of the firm,
assures the Court that the firm is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

                       About Johnson Rubber

Headquartered in Middlefield, Ohio, Johnson Rubber Company
Inc. -- http://www.johnsonrubber.com/-- designs, develops
and manufactures polymer components.  The company and its
parent, JR Holding Corp., filed for Chapter 11 protection on
December 11, 2007 (Bankr. N.D. Ohio, Lead Case No. 07-19391).  
William I Kohn, Esq., at Benesch Friedlander Coplan & Aronoff
LLP, represents the Debtors in its restructuring efforts.  The
Debtors selected Donlin Recano as claims, noticing and balloting
agent.  The United States Trustee for Region 9 appointed four
creditors to serve on an Official Committee of Unsecured Creditors
in this cases.  McGuireWoods LLP represents the Committee in
this cases.  When the Debtors filed for chapter 11 protection
against their creditors, they listed $15,346,607 in total assets
and $19,869,931 in total debts.


KANAWHA INSURANCE: Fitch Withdraws 'BBq' Quantitative FS Rating
---------------------------------------------------------------
Fitch Ratings has withdrawn its 'BBq' quantitative insurer
financial strength rating on Kanawha Insurance Company.  The
rating has been withdrawn as the company no longer meets Fitch's
criteria to be eligible to receive a Q-IFS rating.

This rating was withdrawn by Fitch:

Kanawha Insurance Company (NAIC Code 65110)
  -- Quantitative Insurer Financial Strength 'Bbq'


KB HOME: Former Worker Sues Joint Venture with Countrywide
----------------------------------------------------------
A joint venture between KB Home and Countrywide Financial Corp. is
facing legal complaint filed by a former employee before the U.S.
District Court for the Southern District of Texas, various reports
relate.

Philip Hilder, Esq., who represents Mark Zachary, former regional
vice president of Countrywide KB Home Loans division in Houston,
told reporters that the civil lawsuit filed by his client was
meant to give warnings to Bank of America Corp., which is poised
to buy Countrywide for $4 billion, reports reveal.

          Countrywide Helped Inflate KB Homes' House Values

Mr. Zachary said in court filings that he was removed from his
post after he informed superiors about fraudulent lending
practices, reports say.  Mr. Zachary also related to the Court
that Countrywide KB approved loan applications from unqualified
borrowers so KB can continue construction of homes, reports add.

Mr. Zachary criticized Countrywide's decision to follow KB Home's
wishes to hire only one appraiser for KB Home who was "strongly
encouraged" to bloat the value of houses, reports note court
filings.

According to Mr. Zachary, at times loan officers extended help in
processing applications with erroneous income amounts, reports
say.

Mr. Zachary disclosed that he opted to work for the joint venture
sometime in August 2006 but was laid off in the middle of last
year despite his positive work evaluation in February, court
filings show, reports reveal.

Countrywide said in a statement that the lawsuit from its former
worker has no merit and added that the company will stand in its
defense, reports relate, citing spokesman, Jumana Bauwens.

Simultaneously, Mr. Zachary, who is presently employed by another
real estate firm, filed a whistleblower case with the Department
of Labor, according to the reports.  

Reporters were not able to get comments from KB Home and Bank of
America.
                   About Countrywide Financial

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

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Countrywide signed a definitive agreement to sell its business to
Bank of America Corporation in an all-stock transaction worth
approximately $4 billion.  Under the terms of the agreement,
shareholders of Countrywide would receive 0.1822 of a share of
Bank of America stock in exchange for each share of Countrywide.

The company is facing probes from the office of the attorney-
general in the states of California, Illinois and Florida for its
lending practices.  The company is also facing lawsuits by
shareholders.

                          About KB Home

Headquartered in Los Angeles, California, KB Home (NYSE: KBH) --
http://www.kbhome.com/-- is one of the largest homebuilders in
the United States.  The company has operating divisions in 13
states.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services said its corporate credit and
debt ratings and negative outlook on KB Home (BB+/Negative/--) are
not currently affected by the company's recently reported noncash
charges and fourth-quarter 2007 net loss.  KB Home reported a
sizable $772.6 million loss in its fourth quarter ended Nov. 30,
2007.


LAWRENCE SALANDER: Fraud Complaint Hearing Scheduled for Feb. 14
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Feb. 14, 2008, to consider the complaint
of art collector Carol F. Cohen, one of Salander O'Reilly
Galleries LLC Chapter 11 petitioners, to compel gallery owner
Lawrence Salander to reveal the buyer of 15 art works she gave the
gallery for safekeeping, Bill Rochelle of Bloomberg News reports.

Ms. Cohen, the Associated Press says, told the Court that Mr.
Lawrence sold her art collection worth $3.4 million without
permission and kept the proceeds.  She is imploring the Court to
order Mr. Lawrence to pay the money he owes her.

Mr. Lawrence's bankruptcy counsel, John Moscow, insisted that Ms.
Cohen's fraud allegations are premature, AP reports.

                    About Lawrence Salander

Lawrence B. Salander and his wife, Julie D. Salander, of
Millbrook, New York, 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.

The couple owns New York-based Salander-O'Reilly Galleries LLC --
http://www.salander.com/-- which 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
are Carol F. Cohen of Two Swans Farm claiming  $4,607,900; Giorgio
Cavallon Family LP with $960,000 claim; and Richard Ellenberg with
a contract claim of $50,400.  Amos Alter, Esq. at Troutman Sanders
LLP and John Koegel, Esq. at The Koegel Group LLP are counsels to
the petitioners.  On Nov. 9, 2007, the Salander-O'Reilly'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, and Susan P. Persichilli, Esq., at Buchanan Ingersoll PC,
represent the Debtor.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, and independent turnaround firm.


LB-UBS COMMERCIAL: Moody's Confirms Low-B Ratings on Nine Classes
-----------------------------------------------------------------
Moody's Investors Service affirmed these ratings of all classes of
LB-UBS Commercial Mortgage Securities Trust, Commercial Mortgage
Pass-Through Certificates, Series 2006-C4:

  -- Class A-1, $26,564,846, affirmed at Aaa
  -- Class A-2, $38,000,000, affirmed at Aaa
  -- Class A-3, $23,000,000, affirmed at Aaa
  -- Class A-AB, $67,000,000, affirmed at Aaa
  -- Class A-4, $815,337,000, affirmed at Aaa
  -- Class A-1A, $303,624,364, affirmed at Aaa
  -- Class A-M, $198,233,000, affirmed at Aaa
  -- Class A-J, $148,675,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $17,345,000, affirmed at Aa1
  -- Class C, $24,779,000, affirmed at Aa2
  -- Class D, $17,346,000, affirmed at Aa3
  -- Class E, $14,867,000, affirmed at A1
  -- Class F, $24,779,000, affirmed at A2
  -- Class G, $19,824,000, affirmed at A3
  -- Class H, $14,867,000, affirmed at Baa1
  -- Class J, $27,257,000, affirmed at Baa2
  -- Class K, $27,257,000, affirmed at Baa3
  -- Class L, $7,434,000, affirmed at Ba1
  -- Class M, $9,912,000, affirmed at Ba2
  -- Class N, $4,955,000, affirmed at Ba3
  -- Class HAF-1, $2,544,000, affirmed at A3
  -- Class HAF-2, $4,887,000, affirmed at Baa1
  -- Class HAF-3, $5,865,000, affirmed at Baa2
  -- Class HAF-4, $5,866,000, affirmed at Baa3
  -- Class HAF-5, $9,775,000, affirmed at Ba1
  -- Class HAF-6, $9,776,000, affirmed at Ba2
  -- Class HAF-7, $7,821,000, affirmed at Ba3
  -- Class HAF-8, $7,818,000, affirmed at B1
  -- Class HAF-9, $9,777,000, affirmed at B2
  -- Class HAF-10, $7,821,000, affirmed at B3

As of the Jan. 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 5.5%
to $1.97 billion from $2.08 billion at securitization.  The
Certificates are collateralized by 143 loans ranging in size from
less than 1.0% to 14.0% of the pool, with the top 10 loans
representing 55.2% of the pool.  The pool consists of a shadow
rated component, representing 32.7% of the pool, and a conduit
component, representing 67.3% of the pool.  No loans have
defeased.  There have been no loans liquidated from the pool and
there are no loans in special servicing.  Thirty-three loans,
representing 13.6% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2006 operating results for
97.1% of the loans.  Moody's weighted average loan to value
("LTV") ratio for the conduit component is 111.9%, compared to
109.0% at securitization.  The HAF rake classes are collateralized
by the junior portions of the 70 Hudson Street Loan, the AMLI of
North Dallas Loan and the Fountains of Miramar Loan.

The largest shadow rated loan is the One Federal Street Loan
($262.0 million - 14.0%), which is secured by a 1.1 million square
foot office property located in Boston, Massachusetts.  The loan
is interest only for the entire term.  Moody's current shadow
rating is Baa2, the same as at securitization.

The second largest shadow rated loan is the One New York Plaza
Loan ($200.0 million - 10.7%), which is secured by a 50% pari-
passu interest in a $400,000,000 loan.  The loan is secured by a
2.4 million square foot office property located in New York City.   
The largest tenants are: Wachovia Securities (54.1% of NRA, lease
expiring December 2014, Moody's senior unsecured rating of Aa1,
negative outlook) and Goldman Sachs (23.1% of NRA, lease expiring
September 2009, Moody's senior unsecured rating of Aa3).  The loan
is interest only for the first 36 months and then amortizes on a
300 month schedule.  Moody's current shadow rating is Baa2, the
same as at securitization.

The third largest shadow rated loan is the 70 Hudson Street Loan
($75.0 million - 4.0%), which is secured by a 409,272 square foot
office property located in Jersey City, New Jersey.  The building
is 100.0% leased to Lehman Brothers Holding, Inc (Moody's senior
unsecured rating of A1) until January 2016.  The loan is interest
only for the first 36 months and then amortizes on a 360 month
schedule.  Moody's current shadow rating is A2, the same as at
securitization.  The junior non pooled component of the loan is
part of the collateral for the multi-loan HAF class rake bonds.

The remaining four shadow rated loans comprise 4.0% of the pool.   
Moody's shadow ratings for these loans are the same as at
securitization.  The ALMI of North Dallas Loan ($26.8 million --
1.4%) is currently rated A3.  The junior non pooled component of
the loan is a part of the collateral for the multi-loan HAF class
rake bonds.  The 2 Penn Center Loan ($23.9 million -- 1.3%) is
currently rated A3.  The Fountains of Miramar Loan ($12.3 million
-- 0.7%) is currently rated A3.  The junior non pooled component
of the loan is a part of the collateral for the multi-loan HAF
class rake bonds.  The Sturbridge Commons Loan ($11.6 -- 0.6%) is
currently shadow rated A3.

The top three conduit loans represent 15.6% of the outstanding
pool balance.  The largest conduit loan is the 215 Fremont Street
Loan ($141.4 million -- 7.6%), which is secured by a 373,470
square foot office building located in San Francisco, California.   
The building is 100.0% leased to Charles Schwab & Co, Inc.
(Moody's senior unsecured rating of A2) until June 2024.  The loan
is interest only for the entire term.  Moody's LTV is 122.0%, the
same as at securitization.

The second largest conduit loan is the 44 Wall Street Loan
($75.0 million -- 4.0%), which is secured by a 337,000 square
foot, office building, located in New York City.  As of June 2007,
the building was 100.0% leased.  The loan is interest only for the
first 60 months and then amortizes on a 360 month schedule.   
Moody's LTV is 115.9%, the same as at securitization.

The third largest conduit loan is the Canyon Park Technology
Center Loan ($75.0 million -- 4.0%), which is secured by a 904,000
square foot office property located in Orem, Utah.  Performance
has declined due to increased expenses.  The property has near
term rollover risk as leases on 24.4% of the NRA expire during
2008.  The loan is interest only for the first 24 months and then
amortizes on a 360 month schedule.  Moody's LTV is 122.3% compared
to 112.9% at securitization.


LEAH MAYERS: Case Summary & Nine Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Leah Mayers Property Management, LLC
        11060 E. McNichols
        Detroit, MI
        Tel: (248) 552-8833

Bankruptcy Case No.: 08-42325

Chapter 11 Petition Date: January 31, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: Jerome D. Frank, Esq.
                  30833 Northwestern Highway, Suite 205
                  Farmington Hills, MI 48334-5643
                  Tel: (248) 932-1440

Total Assets: $500,000

Total Debts:  $4,800,000

Consolidated Debtors' List of Nine Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Grand Pacific Warehouse                           $10,614,000
   Funding
   c/o Jay Welford
   27777 Franklin Road, Suite 2500
   Southfield, MI 48034

   City of Detroit Finance                           $100,000
   Department
   2 Woodward Avenue, Room 120
   Detroit, MI 48226

   Board of Water                                    $22,642
   Commissioners
   P.O. Box 32711
   Detroit, MI 48232-0711

   Sherwin Williams                                  $9,765

   DTE Energy                                        $7,241

   KG Roofing                                        $5,025

   Jana Service                                      $2,674

   AT&T                                              $314

   Stan's Lock & Key Clinic                          $35


LIBERTY MEDIA: B. Diller Says Legal War Jeopardizes IAC's Biz
-------------------------------------------------------------
IAC/InterActiveCorp. chairman Barry Diller said in a filing with
the Delaware Chancery Court that IAC's legal duel with John Malone
at Liberty Media Corporation has negatively affected IAC's
operations, Jessica E. Vascellaro writes for The Wall Street
Journal.

Liberty Media's move to oust seven members off the board of IAC,
including two from its audit committee, threatens to cause the
company to violate Nasdaq and Securities and Exchange Commission
requirements, WSJ relates, citing IAC's court filing.

The Liberty Motion, Mr. Diller said, created "chaos for IAC," WSJ
reports.

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

Liberty Media's filing follows a lawsuit duel by IAC 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.

Mr. Diller said the legal war with Liberty Media will also hinder
IAC's compensation committee to approve a proposal to extend
bonuses and stock options to officers and workers.

Despite the issues at hand, the IAC spokesperson assured that the
financial statements of the company will be released as scheduled,
WSJ says.

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Mr. Diller strongly denied allegations of Mr. Malone, his former
business partner.

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.

                        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.

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 citing a statement by Mr. Diller.

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.


LOAN DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Loan Development, Inc.
        fdba Touche Properties, Inc.
        1240 Fleming Avenue
        San Jose, CA 95127

Bankruptcy Case No.: 08-50372

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: January 31, 2008

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Charles B. Greene, Esq.
                  84 West Santa Clara Street, Suite 770
                  San Jose, CA 95113
                  Tel: (408) 279-3518

Estimated Assets: $1 Million to $10 Million

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

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


MACKLOWE PROPERTIES: Fin'l Woes to Impact $2.5BB COMM 2007-FL14
----------------------------------------------------------------
The financial challenges of developer, Harry Macklowe, will
adversely affect a $2.50 billion commercial real estate
transaction, COMM 2007-FL14, Danielle Reed writes for The
Financial Times, citing Debtwire's sources knowledgeable with the
deal.

Deutsche Bank AG, which Mr. Macklowe owes $5.80 billion due
Feb. 9, 2008, underwrote 52.3% of COMM 2007-FL14 worth $1.13
billion, FT says.  The commercial paper has a one-year floating
rate and is due this month with no extension options, FT relates.

A person familiar with the deal said a default can not be
determined yet unless a remittance report is issued by mid-
February or unless Mr. Macklowe issues a financial disclosure, FT
reveals.  The source added that the company will not release
details on the deal but will do so once the deal has been
finalized.

According to the source, a default on the loan will not result in
a foreclosure because the properties "are so sought after."

On the other hand, Citigroup had stated on January 18 that Mr.
Macklowe will commence negotiations to cure a default and added
that default can be used as a discussion strategy since investors
want to be assured that they will "get their money back," FT
notes.

                 CB Richard to Market Properties

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Harry Macklowe, owner of Macklowe Properties, has engaged CB
Richard Ellis' services for the sale of the General Motors
building at 767 Fifth Avenue in midtown Manhattan.

Mr. Macklowe acquired the 50-story GM building in 2003 from
Conseco Inc. for $1.4 billion.  The building originally served
as a showroom for General Motors cars.

                   Looming Debt Payment Deadline

The GM building is part of the collateral on a $1.2 billion bridge
loan that Fortress Investment Group LLC made to Mr. Macklowe for
his $7 billion purchase of seven New York properties from Equity
Office Properties Trust in December 2007.  The Fortress Bridge
loan also matures on Feb. 9, 2008.

Mr. Macklowe, various reports say, is now contemplating to sell
not only the GM Building but also six of his other commercial
properties in order to pay off debts.

                     About Macklowe Properties

Headquartered in New York City, Macklowe Properties --
http://www.macklowe.com/-- is a real estate investment firm that  
buys, develops, manages, and leases commercial office properties
and apartment buildings primarily in Manhattan.  The company was
founded in the mid-1960s by chairman and CEO Harry B. Macklowe.


MACKLOWE PROPERTIES: Inks Tentative Agreement with Deutsche Bank
----------------------------------------------------------------
Harry Macklowe of Macklowe Properties has reached a tentative
agreement with lender, Deutsche Bank AG, various reports said
Friday, citing executives involved in the deal.  Under the
agreement, Mr. Macklowe will turn over his control of seven real
estate properties in New York worth $7 billion to the bank, the
executives disclosed, according to the reports.

People familiar with the deal told reporters that once the
agreement is finalized, Mr. Macklowe and his son, William, will
continue managing Midtown Manhattan properties, while Deutsche
Bank will sell the towers.

Despite the promising deal to rescue Macklowe from financial
turmoil, sources warned that the agreement with the bank "could
still collapse" since holders of junior mortgages like Fortress
Investment Group LLC have to consent to the deal, reports reveal.

Mr. Macklowe bought the New York properties a year ago through
$50,000 cash, $5.8 billion debt from Deutsche Bank, and $1.2
billion debt from Fortress.  The two debts mature this Saturday,
Feb. 9, 2008.

                     About Macklowe Properties

Headquartered in New York City, Macklowe Properties --
http://www.macklowe.com/-- is a real estate investment firm that  
buys, develops, manages, and leases commercial office properties
and apartment buildings primarily in Manhattan.  The company was
founded in the mid-1960s by chairman and CEO Harry B. Macklowe.


MAGNETITE ASSET: Moody's Withdraws Low-B Ratings on Two Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on the
class A-2, B-2, C-2, D-2, and E notes issued by Magnetite Asset
Investors III LLC, a high-yield market value collateralized
debt obligation.
     
The rating withdrawal follows the redemption of the A-2, B-2, C-2,
D-2, and E notes on the Jan. 31, 2008, stated maturity date.
   
                        Ratings Withdrawn
                Magnetite Asset Investors III LLC
   
                        Rating               Balance (million)
                        ------               -----------------
    Class           To          From      Current      Previous
    -----           --          ----      -------      --------
    A-2             NR          AA        $0.00        $74.00
    B-2             NR          A         $0.00        $29.00
    C-2             NR          BBB       $0.00        $40.00
    D-2             NR          BB        $0.00        $19.00
    E               NR          B         $0.00         43.00


                           NR-Not rated.


MARINER ENERGY: Completes Acquisition of Hydro Gulf's Affiliate
---------------------------------------------------------------
Mariner Energy Inc. has closed its acquisition of an operating
subsidiary of Hydro Gulf of Mexico Inc., a subsidiary of
StatoilHydro ASA, which owns substantially all of StatoilHydro's
Gulf of Mexico shelf operations.

In connection with the financing of this acquisition, Mariner
amended its secured credit facility to increase maximum credit
availability to $1 billion, subject to an increased borrowing base
of $750 million as of Jan. 31, 2008, and extended the
facility's term to Jan. 31, 2012.

Headquartered in Houston, Texas, Mariner Energy Inc. (NYSE: ME --
http://www.mariner-energy.com/-- is engaged in the exploration  
and production of oil and gas primarily in the Gulf of Mexico and
West Texas.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 7, 2008;
Standard & Poor's Ratings Services revised the outlook on oil and
gas exploration and production company Mariner Energy Inc. to
negative from stable and affirmed the ratings, including the 'B+'
corporate credit rating, on the company.


MBS MANAGEMENT: To Auction Texas Apartment for $9.6MM
-----------------------------------------------------
M.B.S. Management Services, Inc., has asked the U.S. Bankruptcy
Court for the Eastern District of Louisiana in New Orleans for
permission to sell its Northcastle Apartment project in Austin,
Texas, for $9,600,000 subject to higher and better offers at an
auction, Bill Rochelle at Bloomberg News reports.

M.B.S. Management Services' secured creditor has been permitted to
foreclose the project on March 4, if the sale isn't realized, Mr.
Rochelle says.

                 About M.B.S. Management Services

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

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

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


MH 7 PROPERTIES: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: M.H. 7 Properties, L.L.C.
        4 Mangrove
        Brownsville, TX 78521

Bankruptcy Case No.: 08-10057

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: February 1, 2008

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  Malaise Law Firm
                  1265 North Expressway 83
                  Brownsville, TX 78521
                  Tel: (956) 547-9638
                  Fax: (956) 547-9630

Total Assets: $10,500,000

Total Debts:   $8,784,271

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
7 Ranch Brokers                Unsecured Loan        $518,870
1900 Billy Mitchell Boulevard
Brownsville, TX 78521

M.C.D. Properties, Ltd.        Unsecured Loan        $513,713
7 Papaya
Brownsville, TX 78521


MORGAN STANLEY: Moody's Retains Low-B Ratings on Six Cert. Classes
------------------------------------------------------------------
Moody's Investors Service affirmed these ratings of Morgan Stanley
Capital I Trust 2006-TOP21, Commercial Pass-Through Certificates,
Series 2006-TOP21:

  -- Class A-1, $67,621,921, affirmed at Aaa
  -- Class A-2, $251,300,000, affirmed at Aaa
  -- Class A-3, $94,000,000, affirmed at Aaa
  -- Class A-4, $500,174,000, affirmed at Aaa
  -- Class A-AB, $75,000,000, affirmed at Aaa
  -- Class A-M, $137,599,000, affirmed at Aaa
  -- Class A-J, $92,880,000, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $25,800,000, affirmed at Aa2
  -- Class C, $15,480,000, affirmed at Aa3
  -- Class D, $20,639,000, affirmed at A2
  -- Class E, $10,320,000, affirmed at A3
  -- Class F, $13,760,000, affirmed at Baa1
  -- Class G, $10,320,000, affirmed at Baa2
  -- Class H, $12,040,000, affirmed at Baa3
  -- Class J, $8,600,000, affirmed at Ba1
  -- Class K, $3,440,000, affirmed at Ba2
  -- Class L, $5,160,000, affirmed at Ba3
  -- Class M, $1,720,000, affirmed at B1
  -- Class N, $1,720,000, affirmed at B2
  -- Class O, $ 3,440,000, affirmed at B3

As of the Jan. 14, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by 1.2% to
$1.39 billion from $1.40 billion at securitization.  The
Certificates are collateralized by 121 loans, ranging in size from
less than 1.0% to 10.1% of the pool, with the top 10 loans
representing 53.0% of the pool.  Ten loans, representing 36.9% of
the pool, are shadow rated loans.

The pool has not experienced any losses to date and currently
there are no loans in special servicing.  One loan, representing
less than 1.0% of the pool, is on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
96.8% of the pool.  Moody's weighted average loan to value ratio
for the conduit component is 87.3%, compared to 91.4% at
securitization.  Moody's is affirming all rated classes due to
overall stable pool performance.

The largest shadow rated loan is the Monmouth Mall Loan
($137.0 million -- 10.1%) which is secured by the borrower's
interest in a 1.4 million square foot regional mall located in
Eatontown, New Jersey.  The mall is anchored by Macy's, Boscov's,
J.C. Penney and Lord & Taylor.  The mall shops were 84.7% occupied
as of March 2007, compared to 93.8% at securitization.  Sales for
in-line tenants increased to $421 per square foot for the trailing
12-month period ending September 2007, compared to $410 per square
foot at securitization.  The property is also encumbered by a
$28.0 million junior loan which secures non-pooled classes MMA and
MMB.  Moody's current shadow rating is Baa3, the same as at
securitization.

The second shadow rated loan is the Alderwood Mall Loan
($104.6 million -- 7.7%), which is secured by the borrower's
interest in a 1.3 million square foot regional mall located
approximately 20 miles north of Seattle in Lynnwood, Washington.
The mall is anchored by Macy's (formerly Bon Marche), Sears, J.C.
Penney and Nordstrom.  The mall shops were 96.8% occupied as of
June 2007, compared to 94.5% at securitization.  Sales for the in-
line tenants increased to $561 per square foot for the trailing
12-month period ending December 2006, compared to $495 per square
foot at securitization.  The loan is structured as a pari passu
note with a total balance of $205.3 million.  The property is also
encumbered by a subordinate B note of $54 million and mezzanine
debt of $35 million which is held outside the trust.  Moody's
current shadow rating is Baa1, the same as at securitization.

The third shadow rated loan is the SBC-Hoffman Estates Loan
($102.2 million -- 7.5%), which is secured by a 1.7 million square
foot office complex located approximately 25 miles northwest of
Chicago in Hoffman Estates, Illinois.  The complex is 100.0%
occupied by SBC Services Inc. through August 2016.  The lease is
guaranteed by AT&T Corporation (senior unsecured rating A2, stable
outlook).  The loan is structured as a pari passu note with a
total balance of $200.5 million.  Moody's current shadow rating is
Baa3, the same as at securitization.

The fourth shadow rated loan is the Mervyn's Portfolio Loan
($66.8 million -- 4.9%), which is secured by 25 retail properties
leased to Mervyns through September 2025.  The properties are
located in California (23) and Texas (2).  The loan is interest
only for the entire term and is structured as a pari passu note
with a total balance of $131.0 million.  Moody's current shadow
rating is Baa3, the same as at securitization

The fifth shadow rated loan is the West Palm Beach Marriott Loan
($30.0 million -- 2.2%), which is secured by a 352-room full
service hotel located in West Palm Beach, Florida.  Performance
has deteriorated since securitization due to a decline in
occupancy and room rates.  RevPAR for the 12-month period ending
December 2006 was $113.00, compared to $124.00 at securitization.   
Moody's current shadow rating is Baa2, compared to A2 at
securitization.

The remaining five shadow rated loans comprise 4.5% of the pool.   
Moody's shadow ratings for these loans are the same as at
securitization.  The Hampton Court Co-op Loan ($15.3 million --
1.1%), 45 East 89th Street Condop Loan ($14.0 million -- 1.0%) and
Rego Park Gardens Co-op Loan ($8.2 million -- 0.6%) are all
currently shadow rated Aaa.  The 8-12 14th Street Loan
($12.5 million -- 0.9%) is currently shadow rated A1.  The
Sunnyhurst Apartments Loan ($11.0 -- 0.8%) is currently shadow
rated Baa3.

The top three conduit loans represent 15.2% of the pool.  The
largest loan is the InTown Suites Portfolio Loan ($95.8 million --
7.0%), which is secured by 30 extended-stay hotels totaling 3,791
rooms.  The hotels are located in 25 cities and 17 states.  
Performance has improved since securitization due to higher
occupancy and rental rates as well as amortization.  RevPAR for
the 12-month period ending December 2006 was $25.54 compared to
$21.99 at securitization.  Moody's LTV is 81.7%, compared to 87.2%
at securitization.

The second largest conduit loan is the Eastland Mall Loan
($59.4 million -- 4.4%), which is secured by the borrower's
interest in a 765,000 square foot regional mall located in
Bloomington, Illinois.  The center is anchored by Bon-Ton's
(formerly Bergner's), Sears, Macy's, Kohl's and J.C. Penney.  The
mall shops were 98.8% occupied as of June 2007, compared to 90.5%
at securitization.  Sales for the in-line tenants increased to
$328 per square foot for the trailing 12-month period ending June
2007, compared to $303 per square foot at securitization.   
Performance has improved due to increased rental revenues and
stable expenses.  Moody's LTV is 92.5% compared to 100.0% at
securitization.

The third largest conduit loan is the University Town Centre Loan
($51.9 million -- 3.8%), which is secured by a 390,000 square foot
power center located in Morgantown, West Virginia.  Major tenants
include Giant Eagle, Dick's Sporting Goods, Hollywood Theaters and
Best Buy.  The center is 100.0% occupied, essentially the same as
at securitization.  Moody's LTV is 108.6%, essentially the same as
at securitization.


MOUNT AIRY: Moody's Chips Corp. Rating to B3 on License Suspension
------------------------------------------------------------------
Moody's downgraded Mount Airy #1, LLC's Corporate Family Rating to
B3 from B2.  The ratings remain on view for possible downgrade.

The downgrade reflects the emergency suspension of the Principle
License of Louis A. DeNaples, sole owner of the Mount Airy Casino
Resort as a consequence of his indictment for perjury, and the
potential negative impact on operations from legal and operational
uncertainties created by these circumstances.  The matter will be
reviewed by the Pennsylvania Gaming Control Board at a hearing on
Feb. 5, 2008.  It appears likely the PGCB will appoint a trustee
to oversee operations.  While the suspension of Mr. DeNaples'
license is in effect, all profits from gaming must be placed in an
escrow account and he is barred from exercising any control over
operations of the facility.  Pursuant to the PGCB's press release,
Mount Airy will remain open and continue to operate.

The review for downgrade reflects concerns regarding the impact of
these events on the company's debt agreements and what course of
action, if any, the lenders may pursue.  It is unclear whether Mr.
DeNaples license suspension will trigger a default.

Ratings changes are:

  -- Corporate family rating to B3 from B2

  -- Probability of default rating to Caa1 from B3

  -- $25 million senior secured first lien revolving credit
     facility to B3 (LGD 3, 35%) from B2 (LGD 3, 35%)

  -- $60 million senior secured delayed draw term loan to B3 (LGD
     3, 35%) from B2 (LGD 3, 35%)

  -- $395 million senior secured first lien term loan to B3 (LGD
     3, 35%) from B2 (LGD 3, 35%)

Moody's notes, that since opening in October 2007, the facility
has generated revenues consistent with expectations.

Mount Airy #1, LLC was formed in 2004 to construct and operate the
Mount Airy Casino Resort.  Mount Airy was awarded one of five
Category 2 slot machine licenses in Pennsylvania which allows for
a maximum of 5, 000 slot machines.


MQ ASSOCIATES: Completes Tender Offer for 12-1/4% Senior notes
--------------------------------------------------------------
MQ Associates Inc. has completed its cash tender offer and consent
solicitation with respect to its outstanding
12-1/4% Senior Discount notes due 2012 (CUSIP No. 55345RAC2).
The tender offer and consent solicitation expired at midnight, New
York City time, on Jan. 29, 2008.

As of the expiration date, MQ Associates had received tenders and
consents for $132,455,000 in aggregate principal amount of the
notes, representing 97.9550% of the outstanding notes.

The total consideration per $1,000 principal amount at maturity of
notes that were validly tendered prior to 5:00 p.m., New York City
time, on Jan. 14, 2008 will be an amount equal to 110.081% of the
accreted value of such notesas of the later of Jan. 29, 2008, or
the applicable payment date, which includes a cash consent payment
of $28.12.  

Holders who tendered their notesand delivered their consents after
the Consent Date, but prior to the Expiration Date, will receive
the tender offer consideration, which consists of the Total
Consideration less the cash consent payment of $28.12 per $1,000
principal amount at maturity of tendered notes.

MQ Associates intends for the payment date for all notes
validly tendered to be Jan. 30, 2008, in which case the Total
Consideration will be $1,032.27 for each $1,000 principal amount
at maturity of such notes.

Copies of the complete terms and conditions of the tender offer
and consent solicitation may be obtained by contacting D.F. King &
Co., Inc., the Information Agent for the tender offer and consent
solicitation, at (212) 269-5550 (for brokers and banks) or (800)
859-8509 (for all others).

Questions regarding the tender offer and consent solicitation may
be directed to the Dealer Manager and Solicitation Agent for the
tender offer and consent solicitation: Jefferies & Company, Inc,
which may be contacted at (888) 708-5831 (toll-free).

                      About MQ Associates

Headquartered in Salt Lake City, Utah, MQ Associates Inc.--
http://www.mqimaging.com/-- is a holding company and has no
material assets or operations other than its ownership of 100% of
the outstanding capital stock of MedQuest Inc.  MedQuest Inc.
operates independent, fixed- site, outpatient diagnostic imaging
centers in the U.S.  MedQuest Inc. operates a network of 90
centers in thirteen states located throughout the southeastern and
southwestern U.S.

At Sept. 30, 2007, the company's balance sheet showed total assets
of $164 million and total liabilities of $476.3 million, resulting
to a shareholders' deficit of $312.3 million.


MUSICLAND HOLDING: Liquidation Plan Declared Effective January 30
-----------------------------------------------------------------
Musicland Holding Corp. and its affiliated debtors' Second
Amended Joint Plan of Liquidation was declared effective on
Jan. 30, 2008, James A. Stempel, Esq., at Kirkland & Ellis
LLP, in New York, informs the Honorable Stuart M. Bernstein of the
U.S. Bankruptcy Court for the Southern District of New York.

As of the Plan Effective Date, and in accordance with the Plan,
the Official Committee of Unsecured Creditors is deemed
dissolved, and the members are released from any further duties
and responsibilities in the Chapter 11 Cases.

The Plan Committee is automatically deemed substituted in the
place and stead of the Creditors Committee as plaintiff in all
adversary proceedings commenced by the Creditors Committee prior
to the Effective Date.

The Plan Committee will succeed to all rights, benefits and
protections of the Creditors Committee with respect to the
adversary proceedings and will have standing post-confirmation to
pursue and, if appropriate, compromise and settle all claims
asserted in the adversary proceedings and any other claims which
the Creditors Committee is entitled or authorized to pursue
pursuant to the Bankruptcy Code or prior Court orders.

The Plan Committee is comprised of persons designated by the
Creditors Committee and is charged with the monitoring and
oversight of Hobart Truesdell -- the "Responsible Person" under
the Plan -- and all liquidation and distribution activities.

The Responsible Person is deemed the representative of the
Debtors' estates and will make all distributions required under
the Plan.

All requests for payment of Fee Claims for services rendered
through January 18, 2008, must be filed with the Court no later
than March 3, 2008.  The Professionals will jointly file their
Fee Claims with their third interim application for compensation
and reimbursement of expenses covering the time period Dec. 1,
2006, through the Confirmation Date.  Any and all prior deadlines
for filing Third Interim Fee Applications are vacated.

Any Claim for damages arising by reason of the rejection of any
prepetition executory contract or unexpired lease or unexpired
sublease must be filed on or before February 29, 2008.  Upon the
failure of any entity to file the claim on or before that date,
the entity will be forever barred from asserting a claim on
account of the rejection of the unexpired lease, unexpired
sublease or executory contract, but will nevertheless be bound by
the provisions of the Plan.  Nothing will extend any prior Bar
Date set by prior Court order.

Holders of Administrative Expense Claims arising after April 30,
2006, that either (i) do not have its Administrative Expense
Claims listed on the Administrative Expense Claim Schedule or
(ii) do not agree with or object to the amount proposed as its
Allowed Administrative Expense Claim on the Administrative Expense
Claim Schedule must file an Administrative Expense Request
requesting payment of the Administrative Expense Claim no later
than February 17, 2008.  Administrative Expense Requests not
filed within the applicable time period will be forever
barred and will not be enforceable against the Debtors or the
estates.

The Debtors will either allow, pursuant to settlement, court
order or otherwise, or object to the claims filed by "Local
Taxing Authorities"  by no later than March 30, 2008, and will
schedule a hearing on any objection within 45 days of it being
filed.

All Holders of Priority Tax Claims and Local Taxing Authorities
who hold Secured Claims on account of unpaid taxes will receive
interest at the rate prescribed in Section 511 of the Bankruptcy
Code.  The interest will begin to accrue as of the Plan Effective
Date.  To the extent they are oversecured, all Local Taxing
Authorities who are Holders of Secured Claims on account of
unpaid taxes will be paid interest on the claims as allowed
pursuant to Section 506(b) of the Bankruptcy Code at their
statutory rate as required by Section 511 from the Petition Date
through the Plan Effective Date.

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

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

As reported in the Troubled Company Reporter on Jan. 24, 2008, the
Court confirmed the Debtors' Plan on Jan. 18, 2007.

                    About Musicland Holding

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

On May 12, 2006, the Debtors filed their Joint Plan of Liquidation
with the Court.  On Sept. 14, 2006, they filed an amended Plan and
a Second Amended Plan on Oct. 13, 2006.  The Court approved the
adequacy of the Amended Disclosure Statement on Oct. 13, 2006.
The hearing to consider confirmation of the 2nd Amended Joint
Plan started on Nov. 28, 2006.  (Musicland Bankruptcy News,
Issue No. 46; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


NATALIE LOERA: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Natalie Loera
        1240 Fleming Avenue
        San Jose, CA 95127

Bankruptcy Case No.: 08-50374

Chapter 11 Petition Date: January 31, 2008

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Charles B. Greene, Esq.
                  Law Offices of Charles B. Greene
                  84 West Santa Clara Street, Suite 770
                  San Jose, CA 95113  
                  Tel: (408) 279-3518

Estimated Assets: $1 Million to $10 Million

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

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


NEW CENTURY: Wants Exclusivity Period Extended to Feb. 21
---------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, New Century
Financial Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the period during
which they have the exclusive right to:

   (i) file a Chapter 11 plan through and including Feb. 21, 2008;
       and

  (ii) solicit acceptances of that plan through and including
       April 21, 2008, or approximately 60 days after
       expiration of the Exclusive Filing Period.

Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, relates that the Debtors have been
working with the Official Committee of Unsecured Creditors to
formulate a Chapter 11 plan of liquidation.

According to Mr. Samis, that inclusive approach turned up a
series of compromises which will resolve primary intercreditor
issues.  The Debtors have drafted a plan that incorporates those
compromises, and which it will file with the Committee as co-
proponents, subject to the approval of the Committee and New
Century Financial Corp.'s Board of Directors.

The Committee has informed the Debtors of intercredityor issues
that it seeks to resolve prior to the filing of the plan, and has
requested the Debtors to seek an extension of the Exclusive Plan
Filing Period.

The Hon. Kevin J. Carey previously granted the Debtors' request to
extend the Exclusive Plan Filing Period to Jan. 28, 2008.

The Court will convene a hearing on Feb. 20, 2008, at 1:30 p.m.,
to consider the Debtors' request.  Pursuant to Del.Bankr.LR
9006-2, the Exclusive Plan Filing Period is automatically
extended until the conclusion of that hearing.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Court Approves GRP Loan Sale Procedures
----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the bidding procedures and bid protections with respect
to the sale of 46 mortgage loans to GRP Loan LLC, for $1,800,000,
or any other bidder providing a higher and better offer at an
auction.

As reported in the Troubled Company Reporter on Jan. 18, 2008, New
Century Financial Corp. and its debtor-affiliates entered into an
Asset Purchase Agreement with GRP on Dec. 19, 2007.  The salient
terms APA include:

   -- the Stalking Horse Bidder's offer will be subject to
      potential auction and overbid by competing bidders;

   -- the purchase agreement states a purchase price determined
      by multiplying the aggregate unpaid principal balance of
      the Mortgage Loans against a bid price based on the decline
      in value of the collateral;

   -- if the Stalking Horse Bidder is the purchaser of the
      Mortgage Loans, the transaction will close within two
      business days after the sale; and

   -- if a third-party bidder is the successful bidder, the
      Stalking Horse Bidder is entitled a $40,000 break-up fee
      and $16,000 reimbursement fee.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEW CENTURY: Missal's 1st Interim Report Now Part of Public Record
------------------------------------------------------------------
The First Interim Report of Michael J. Missal, the Court-appointed
Examiner in New Century Financial Corp. and its debtor-affiliates'
bankruptcy cases, on the investigations of possible postpetition
unauthorized use of cash collaterasl, the Debtors' Reply, and the
Examiner's Limited Response, which were previously filed under
seal, were filed as public records in accordance with the order of
the U.S. Bankruptcy Court for the District of Delaware.
                  
                  Cash Collateral Investigation

Section 363(a) of the Bankruptcy Code defines "cash collateral"
to include cash in which the estate and entity other than the
estate have an interest.  Monies in the Debtors' bank accounts as
of the Petition Date were potentially cash collateral, to the
extent that the Debtors and a third party, such as a counterparty
to one of the Debtors' master repurchase agreements, have an
interest in those funds.  Subsequently, the Debtors could not use
those funds without a consent from the other party or the Court's
approval.

The Examiner related that the Debtors, at the First Day Hearing
on April 3, 2007, disclosed that they had $62,800,000 cash for
their operations, of which $42,100,000 was held in Account 4025
at Union Bank of California.  The Debtors did not indicate that
the use of those funds may be restricted, or that other entities
may have an interest in them.  The Repurchase Counterparties, who
were present at that Hearing, did not raise issues concerning the
possibility of restrictions.  However, those entities later filed
adversary proceedings alleging that the Debtors failed to turn
over the funds to the rightful entities, and used them for their
own benefit.

As a consequence to the cash collateral issues, the Court
appointed the Examiner to investigate whether the Debtors had
used the cash collateral after April 2, 2007, without
authorization.

In the course of his investigation, the Examiner stated that
according to the Debtors, any potential cash collateral had been
missed prior to bankruptcy filing "as a result of the chaotic
environment that existed at New Century at the time of the
bankruptcy filing."

The Examiner sought to determine whether there were sufficient  
"red flags" that should have alerted the Debtors of any potential
cash collateral as of April 2, 2007.  In August 2007, the
Examiner reached the preliminary conclusion that the red flags
were indeed sufficient, and the Debtors had not acted reasonably
in failing to obtain consent or Court-approval to use the cash
collateral.

When the Examiner met with Holly Etlin, chief executive officer,
and the Debtors' the outside counsel, to discuss the the
preliminary conclusion, he was given privileged information that
was not consistent with their previous statements.  Based on this
new disclosure, the Examiner concluded that the Debtors were
provided legal advice regarding the cash collateral issue prior
to bankruptcy filing, and as a result, did not segregate any
funds as potential cash collateral.

The Examiner reported that had the Debtors and their outside
counsel revealed that last information from the beginning, the
cash collateral portion of the investigation might have been
unnecessary, or reduced in scope.  The Debtors' conduct caused
harm to the estates, since it resulted in more than $800,000 in
unnecessary legal fees and expenses by the Examiner, as well as
fees and expenses incurred by the Debors' counsel and other
parties involved.

The Examiner said that it is beyond the scope of his mandate to
investigate legal issues between the Debtors and the Repurchase
Counterparties with respect to millions of dollars of claims that
those entities have made.  The Examiner observed that the Debtors
were aware prior to April 2, 2007, of the claims to the funds
in Account 4025, and may have improperly spent funds prepetition,
because those funds:

   (i) were cash collateral, and the Debtors did not get consents
       or Court-approvals; or

  (ii) were owned by the Repurchase Counterparties, and not
       property of the Debtors' estates.

The Examiner pointed out that the subsequent addition of other
funds to Account 4025, which Ms. Etlin asserted will cover the
Debtors' postpetition use, will not excuse their expenditure of
the funds.

Furthermore, the Examiner maintained the Debtors' expenditure
will make a difference to the Repurchase Counterparties, since
Account 4025 is the only account in which they can trace their
funds.  The additional funds available in the other accounts, or
added to Account 4025 after it reached its lowest intermediate
balance, will not assist the Repurchase Counterparties in
recovering the funds which the Debtors may have held for them in
trust.

With respect to whole loan sales, the Examiner noted that they do
not involve a cash collateral issue because the loan purchasers,
which have $9,300,000 in claims against the Debtors, entered into
straightforward loan purchase agreements with the Debtors without
security interests.

A full-text copy of the Examiner's Cash Collateral Report is
available at no charge at http://researcharchives.com/t/s?27a8

                New Century Wants Issue Put Aside

The Debtors agreed with the Examiner's conclusion that they "did
not act unreasonably in segregating funds as cash collateral as
of the Petition Date."  However, the Debtors pointed out that
they had never provided the Examiner with false information nor
misled him.  They insisted that they had spent substantial time
in assisting the Examiner on the key issues, and it is with
proper motives that they had protected privileged attorney-client
advice.

Representing the Debtors, Mark D. Collins, Esq., at Richards,
Layton, & Finger, P.A., in Wilmington, Delaware, argued that the
Examiner premised his investigation on a fundamentally incorrect
understanding of the Debtors' legal position.  The Debtors
decided that they could not let him file a report based on a
basic misunderstanding, which forced them to reveal the attorney-
client privileged communications.

According to Mr. Collins, since the parties having an economic
interest had reached an agreement in principle, the cash
collateral issue must be put aside.  The Debtors had previously
made efforts to brief the Examiner on those issues, and they
believe that the Examiner must not expend more estate resources
in refocusing on those matters.

In his Limited Response, the Examiner clarified that the Debtors'
statements, which they disputed to be misstated and taken out of
context, were documented with detailed notes, and are accurate in
context.  The Examiner added that when he sought certain
information in August 2007 for the cash collateral report, the
Debtors had sent them in December 2007 and January 2008, contrary
to the claim that they had cooperated fully in the investigation.

Additionally, the Examiners' mandate with respect to the cash
collateral was fully known to the Debtors, who had no cause to be
baffled of his scope of assignment.  The Examiner also said that
he did not make assumptions with respect to the Debtors' legal
position, but based his initial conclusions on the statements
made by the Debtors and their professionals.

The Examiner noted that the Debtors had disclosed privileged
information without any assurance that it will not be included in
the Cash Collateral Report; however, he did not disclose that
information, or any other privileged information, in his First
Interim Report.

As reported in the Troubled Company Reporter on Jan. 16, 2008, the
Debtors asked the Bankruptcy Court to maintain under seal their
reply to the Examiner's Cash Collateral Report, stating that it
contains and reveals information subject to the attorney-client
and work product privileges.

As reported in the Troubled Company Reporter on Dec. 6, 2007, the
Debtors asked the Bankruptcy Court to direct the Bankruptcy Clerk
to maintain under seal the first interim report of the Court-
appointed examiner, filed on Nov. 21, 2007.

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana
Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expires on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 30; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NORTH AMERICAN: Oct. 31 Balance Sheet Upside-Down by $2.91 Mil.
---------------------------------------------------------------
North American Scientific Inc. reported financial results for its
fiscal fourth quarter and fiscal year ended Oct. 31, 2007.

The net loss for the fourth quarter of fiscal 2007 was
$3.9 million, compared with a $6.1 million net loss for the fourth
quarter of fiscal 2006.  The $2.2 million decrease in the net loss
was due to a $2.5 million reduction in the net loss from the
discontinued NOMOS(R) Radiation Oncology business, partially
offset by the $0.3 million increase in the net loss from
continuing operations related to interest expense.

At the end of the fourth quarter of fiscal 2007, the company had
$0.6 million in cash and cash equivalents, compared with $9.3
million at the end of fiscal year 2006.  

During the fourth quarter of fiscal 2007, the company used
$3 million cash in operating activities for continuing operations,
compared with $2.9 million in the fourth quarter of the prior
year.  

As of Oct. 31, 2007, the company had borrowed $2.2 million on its
bank credit line and $1 million on a bridge loan.  The company's
existing credit line expires and all amounts outstanding
thereunder become due on Feb. 1, 2008.  The company is discussing
a new credit line with its bank, but no assurances can be given
that this credit line will be obtained.

On Jan. 22, 2008, the company disclosed the closing on Jan. 18,
2008, of a private placement of shares of its common stock and
warrants for the purchase of common stock.  The company has
received gross proceeds of $15.5 million from the financing which
will be used for continued development of ClearPath(TM), the
company's breast brachytherapy device, well as working capital.

The private placement increased the company's stockholders' equity
from a $2.9 million deficit, as reported for the fiscal year ended
Oct. 31, 2007, to proforma stockholders' equity of $11.2 million
assuming estimated closing costs of $1.4 million, and excluding
financial results subsequent to Oct. 31, 2007.

The proforma stockholders' equity exceeds the $2.5 million minimum
stockholders' equity requirement for continued listing on the
Nasdaq Capital Market.

"We are pleased that we were able to complete our $15.5 million
private placement of common stock in January, 2008 to support our
continuing operations and ClearPath," Jim Klingler, chief
financial officer, added.  "Although our goal is to use our
existing financial resources, including cash and expected
available credit lines, to reach profitability, obtaining adequate
financing is an important part of our business strategy.  We
believe that our focus on serving the large and growing
addressable market opportunities that are emerging in radiation
therapy will provide the Company with exciting growth
opportunities."

The net loss for fiscal 2007 was $21 million compared with the net
loss for fiscal 2006 of $17.1 million.  The $3.9 million increase
in the net loss was due to a $2.8 million increase in the net loss
from discontinued operations, and a $1.1 million increase in the
net loss from continuing operations described above.

At Oct. 31, 2007, the company's balance sheet showed  total assets
$6.18 million, total liabilities of $9.09 million, resulting to a
total stockholders' deficit of $2.91 million.

                     About North American

Based in Chatsworth, California, North American Scientific
Inc. (NasdaqGM: NASI) -- http:www.nasmedical.com/ -- provides
radiation therapy products in the fight against cancer.  Its
products provide physicians with tools for the treatment of
various types of cancers.   They include Prospera(R) brachytherapy
seeds and SurTRAK(TM) needles and strands used primarily in the
treatment of prostate cancer.  In addition the company plans to
commercialize its ClearPath(TM) multi-channel catheter breast
brachytherapy devices in 2007, which are the only devices approved
for both high dose and continuous release, or low dose, radiation
treatments.  The devices are designed to provide flexible, precise
dose conformance and an innovative delivery system that is
intended to offer the more advanced form of brachytherapy for the
treatment of breast cancer.

                       Waiver and Consent

On Sept. 14, 2007, NASI and its wholly-owned subsidiary, North
American Scientific Inc. entered into a fourth amendment to loan
and security agreement with Silicon Valley Bank.  The amendment
modified the Oct. 5, 2005, loan and security agreement.  The
fourth amendment included:

   (i) a forbearance by Silicon Valley from exercising its
       rights and remedies against the company, until such time
       as Silicon Valley determines in its discretion to cease
       such forbearance, due to the defaults on the tangible
       net worth covenant in the Loan Agreement as of July 31,
       2007, and Aug. 31, 2007; and

  (ii) a consent to a subordinated debt facility of up to
       $750,000 with Agility Capital LLC.


PACIFIC LUMBER: Competing Plans Filed for Pacific Lumber
--------------------------------------------------------
The Pacific Lumber Company and its debtor affiliates; the Bank of
New York Trust Company, N.A.; as Indenture Trustee for the Timber
Notes; and Marathon Structured Finance Fund L.P, DIP Lender and
Agent under the DIP Credit Facility delivered to the U.S.  
Bankruptcy Court for the Southern District of Texas rival Plans of
Reorganization on Jan. 30, 2008.

                        The Debtors' Plan

The Debtors' Second Amended Joint Plan of Reorganization
contemplates that each Debtor -- Scotia Development LLC, The
Pacific Lumber Company, Britt Lumber Co., Inc, Salmon Creek LLC,
Scotia Inn Inc. and Scotia Pacific Company LLC -- will continue
to exist as separate corporate entities.  The Second Amended Plan
also contemplates a new business model for continued operation
of the Scotia sawmill and continued forestry operations, but at
harvest levels that are significantly lower than current
or historical rates.  

The Second Amended Plan does not propose to substantively
consolidate Scopac with PALCO for any purpose.  The other salient
terms of the Plan are:

   -- On the Effective Date but after the cancellation of debt,
      discharge of claims against the Debtors and re-vesting of
      assets in the Reorganized Debtors.  Britt, Salmon Creek,
      Scotia Inn and Scotia Development will merge into PALCO,
      with Reorganized PALCO being the sole surviving entity.  

   -- Scopac's assets and business will not be contributed to
      Reorganized PALCO, but instead will emerge from bankruptcy
      as Reorganized Scopac.

   -- On the Effective Date, the PALCO Term Loan Agreement, the
      Prepetition Indenture, the Prepetition Timber Notes and the
      Scopac Line of Credit will be cancelled and extinguished,
      and all obligations of the Debtors thereunder will be
      discharged.  Moreover, the Prepetition Indenture will
      continue in effect solely for the purposes of allowing the
      Prepetition Indenture Trustee to make distributions to
      holders of allowed Scopac timber noteholder claims.

   -- The existing liens of the Debtors' current creditors will
      continue to apply to their existing collateral.

   -- On the Effective Date, the Debtors will be authorized to
      enter into a PALCO Exit Facility and a Scopac Exit
      Facility.

   -- The Debtors will undertake a "preserve project," in
      compliance with all applicable statutory and regulatory
      land use, resource protection and environmental laws.  The
      Preserve Project may involve the transfer, sale and
      development of certain lands and properties now held in fee
      by certain of the Debtors.

   -- PALCO will obtain exit financing in the form of a new
      revolving credit facility of up to $40,000,000, of which
      $21,200,000 is projected to be drawn on the Effective Date.

   -- As a Plan proponent, MGI has agreed to contribute
      $10,000,000 to Reorganized PALCO on the Effective Date, in
      the form of a capital contribution.

   -- In the event the Court declines to confirm the Second
      Amended Plan, PALCO and Scopac have prepared separate
      alternative Plans for the Court's consideration.

                            BoNY's Plan

The Indenture Plan proposes a sale of all of Scopac's real estate
property.  The Indenture Trustee intends to employ Houlihan Lokey
Howard & Zukin as its sales agent.

The principal elements of the Indenture Trustee Plan are:

   (a) Scopac's Estate Property will be sold in one or more
       sales that will be implemented through bidding and sale
       procedures approved by the Court.  The Estate Property are
       Scopac's commercial timberlands, its interests in the
       Timber Permits, its related personal property, including
       records, computers and vehicles, its interest in executory
       contracts relating to the Scopac timberlands, its interest
       in non-producing timberlands, and its interest in the
       Debtors' Lawsuit Against Regulators.

   (b) If Marathon so elects, and subject to appropriate Court
       approval, it may choose to have its collateral sold with
       the Estate Property, as part of the same sales process and
       subject to the same conditions.

   (c) A Scopac Liquidating Trust will be established for the
       sole purpose of receiving the benefit of the ongoing
       obligations of third parties, and liquidating and
       distributing the remaining assets of Scopac's estate in
       accordance with the Plan, with no objective to continue
       or engage in the conduct of a trade or business.

   (d) About 90 days after the Plan effective date, any
       unadministered Estate Property of the post-confirmation
       Debtors of any kind and nature whatsoever, real, personal,
       intellectual or otherwise, may be transferred to the
       Scopac Liquidating Trust.

                         Marathon's Plan

Marathon, and its Plan co-proponent, Mendocino Redwood Company,
LLC, propose to reorganize the Debtors by integrating the
commercial timberland and sawmill operations, and managing them
pursuant to a business plan developed by Mendocino.   The Plan
Proponents also propose to restructure the town of Scotia, and
allow residents to purchase their homes.

The salient terms of the Marathon-Mendocino Plan are:

   (1) The Plan Proponents will contribute $225,000,000 of cash
       and convert approximately $135,000,000 of senior secured
       prepetition and postpetition debt into equity;

   (2) The Plan Proponents will bring in a new management team
       from Mendocino Redwood.  The commercial timberland and
       sawmill operations will be integrated and managed by
       Marathon in a responsible and sustainable manner;

   (3) Newco will benefit from approximately $10,000,000 annually
       of synergies that will be realized as a result of Marathon
       sharing its management, relationships and infrastructure
       with Newco;

   (4) The Debtors' debt obligations will be reduced by a total
       of approximately $625,000,000 and as a result, the
       Reorganized Entities will be able to service their debt
       obligations going forward;

   (5) Trade creditors will be paid cash for approximately 75% of
       their claims, and will be eligible for further
       distributions;

   (6) The holders of Timber Notes will receive $175,000,000,
       plus new Timber Notes issued for $325,000,000, secured by
       the Debtors' Timberlands, and eligible for further
       distributions;

   (7) The Debtors' Pension Plan will be assumed; and

   (8) Bank of America's loan to Scopac will be paid in full.

The Official Committee for Unsecured Creditors has elected not to
submit or to propose a plan at this time.  However, the Creditors
Committee reserves the right to support, join or become a co-
proponent of any plan or amended plan that is filed consistent
with the terms of the Court's Exclusivity Order.

                       Treatment of Claims

The three Rival Plans submitted to the Court provided for the
classification and treatment of claims.

   A. PALCO Plan

      The Debtors' Second Amended Plan classifies claims as PALCO
      Class 1 Other Priority Claims, PALCO Class 2 Secured Tax
      Claims, PALCO Class 3 Term Loan Claims, PALCO Class 4
      General Unsecured Claims, PALCO Class 5 Inter-Debtor
      Claims, PALCO Class 6 Scopac Claims, PALCO Class 7 Non-
      Debtor Affiliate Claims, PALCO Class 8 Convenience Class
      Claims and PALCO Class 9 Debtors Interests, Scopac Class 1
      Other Priority Claims, Scopac Class 2 Secured Tax Claims,
      Scopac Class 3 Timber Noteholder Claims, Scopac Class 4
      Line of Credit Claims, Scopac Class 5 General Unsecured
      Claims, Scopac Class 6 PALCO Claims, Scopac Class 7 Non-
      Debtor Affiliate Claims, Scopac Class 8 Convenience Class
      Claims and Scopac Class 9 Scopac Interests.

      The Debtors propose to pay in full all of the classified
      Claims, with the exception of Scopac Class 7 Non-Debtor
      Affiliate Claims, which will be released on the Effective
      Date.

   B. BoNY Plan

      The Indenture Trustee Plan classifies claims and interests
      against the Debtors as Class 1 Priority Unsecured Non-Tax
      Claims, Class 2(a) Secured Claims under the Scopac Line of
      Credit, Class Class 2(b) Secured Claim of the Indenture
      Trustee on behalf of holders of Timber Notes, Class 2(c)
      Secured Claim of Caterpillar arising from lease or purchase
      of equipment, Class 3 General Unsecured Claims, Class 4
      Unsecured Claims of Qui Tam Claimants, Class 5 Intercompany
      Claims, Class 6 Subordinated Claims and Class 7 Interests
      in Debtor.

      The Indenture Trustee Plan contemplates paying in full, the
      Class 1 Priority Unsecured Non-Tax Claims.  The treatment
      of Class 2(a) Claims, Class 2(b) Claims, Class 2(c) Claims
      and Class 7 Interests in Debtor are contingent on certain
      factors, including the sufficiency of the amount in the
      Debtors' Scheduled Amortization Reserve account, and the
      amount of the proceeds of the sale of the Collateral and
      Estate Property.

      Class 3 Claims against Scopac will be entitled to payment
      of their pro rata share of the Claim Distribution Account
      of up to 99% of the Allowed Claim.  The treatment of Class
      4 Claims is dependent on whether the Claims are settled, in
      the event of which the Qui Tam Claimants will be treated as
      Allowed General Unsecured Claims.

      Holders of Class 5 Intercompany Claims and Class 6
      Subordinated Claims are not entitled to receive any
      distributions under the Indenture Trustee Plan.

   C. Marathon-Mendocino Plan

      The Marathon-Mendocino Plan classifies claims and interests
      against the Debtors into Class 1 Other Priority Claims,
      Class 2 Other Secured Claims, Class 3 PALCO DIP Loan Claim,
      Class 4 PALCO Term Loan Claim, Class 5 Scopac Loan Claims,
      Class 6 Scopac Timber Note Secured Claims, Class 7 PALCO
      Trade Claims, Class 8 Scopac Trade Claims, Class 9 Timber
      Note Unsecured Claims, Class 10 PALCO General Unsecured
      Claims, Class 11 Scopac general Unsecured Claims, Class 12
      Inter-Debtor Claims, Class 13 Non-Debtor Affiliate Claims
      and Class 14 Interests in the Debtors.

      Marathon intends to pay in full the Class 1 Other Priority
      Claims, Class 2 Other Secured Claims and Class 5 Scopac
      Loan Claims.  Holders of Class 7 PALCO Trade Claims and
      Class 8 Scopac Trade Claims will get a 75% recovery, while
      holders of Class 6 Scopac Timber Note Secured Claims will
      receive a 62.5% recovery.  Holders of  Class 3 PALCO DIP
      Loan Claim and Class 4 PALCO Term Loan Claim will receive
      (1) 100% equity ownership interest of Townco, (2) 15%
      equity ownership interest in Newco, and (3) a note from
      Newco $25,000,000, secured solely by Liens on the Mill
      Working Capital.

      Class 9 Timber Note Unsecured Claimants will receive their
      applicable Litigation Trust Participation.  Holders of
      Class 10 PALCO General Unsecured Claims and Class 11 Scopac
      General Unsecured Claims will receive their pro rata share
      of $10,600,000 plus their applicable Litigation Trust
      Participation for any remaining amount owed.  Class 12
      Inter-Debtor Claims, Class 13 Non-Debtor Affiliate Claims
      and Class 14 Interests in the Debtors will be discharged.

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

               http://researcharchives.com/t/s?27a9

A full-text copy of the Debtors' Disclosure Statement is
available for free at:

               http://researcharchives.com/t/s?27aa

A full-text copy of PALCO's Alternative Plan is available at no
charge at:

               http://researcharchives.com/t/s?27ab

A full-text copy of Scopac's Alternative Plan may be accessed for
free at:

               http://researcharchives.com/t/s?27ac

A full-text copy of the Indenture Trustee's Plan is available for
free at:

               http://researcharchives.com/t/s?27ad

A full-text copy of the Indenture Trustee's Disclosure Statement
is available at no charge at:

               http://researcharchives.com/t/s?27ae

A full-text copy of Marathon's Plan may be accessed for free at:

               http://researcharchives.com/t/s?27af

A full-text copy of Marathon's Disclosure Statement may be
accessed at no charge at:

               http://researcharchives.com/t/s?27b0

                      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.
43, http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Schwarzenegger Voices Concern on PALCO Bankruptcy
-----------------------------------------------------------------
The Associated Press reports that California Governor Arnold
Schwarzenegger has voiced concern regarding The Pacific Lumber
Company's bankruptcy, calling it "an issue of paramount
importance" and saying any plan to reorganize the company must
ensure sustainable timber production.

"These lands and assets represent a unique public trust for the
people of California," Schwarzenegger wrote the U.S. Bankruptcy
Court for Southern District of Texas.

As reported in the Troubled Company Reporter on Jan. 31, 2008, the
Hon. Richard S. Schmidt have given four parties, the Official
Committee of Unsecured Creditors, the Indenture Trustee for the
Timber Notes, and Marathon Structured Finance Fund L.P., the go
signal to file competing plans in PALCO's bankruptcy case.  All
other parties are precluded from filing a bankruptcy plan for the
company.

                      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.  


PAETEC HOLDING: Extends Exchange Offer of Notes to February 6
-------------------------------------------------------------
PAETEC Holding Corp. has extended the expiration date of its
exchange offer for its 9.5% Senior Notes due 2015 to 5:00 p.m.,
New York City time, on Feb. 6, 2008 from 5:00 p.m. New York City
time on Feb. 1, 2008.   

The 9.5% Senior Notes due 2015, sold in July 2007 pursuant to Rule
144A and Regulations of the Securities Act of 1933, as amended,
will be exchanged for an equal amount of newly issued 9.5% Senior
Notes due 2015.  

The new notes have substantially identical terms as the original
notes, except the new notes have been registered under the
Securities Act.  PAETEC has extended the offer in order to provide
the holders of notes with sufficient time to review a supplement
to the prospectus dated Dec. 31, 2007 concerning the exchange
offer.

Except for the extension of the exchange offer as described
herein, the terms of the exchange offer remain as described in the
prospectus dated December 31, 2007. Noteholders will continue to
have the right to withdraw tenders of notes at any time prior to
the expiration of the exchange offer.

Copies of the prospectus, the prospectus supplement and the
related letter of transmittal may be obtained by contacting the
exchange agent in connection with this exchange offer:

     The Bank of New York
     101 Barclay Street
     Reorganization Unit 7E
     New York, NY 10286
     Tel (212) 815-5098
     Fax (212) 298-1915

                   About PAETEC Holding Corp.

Headquartered in Fairport, New York, PAETEC Holding Corp.
(NASDAQ:PAET) -- http://www.paetec.com/--  is a full service
provider of Internet protocol, data and voice solutions to medium-
sized and large businesses and enterprise organizations throughout
16 eastern states and the District of Columbia.  The company
provides a range of voice and high-speed data network services on
a retail basis to its end-user business and institutional
customers.  PAETEC offers a range of voice and high-speed data
carrier services to other telecommunications companies.  Its
service offerings include core voice and data services,
application services, network integration services and managed
services.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Standard & Poor's Ratings Services affirmed the company's 'B-'
bank loan rating and '5' recovery rating to PAETEC Holding Corp.'s
proposed incremental $100 million first lien term loan B due 2013,
which increases the loan to $600 million.  The '5' recovery rating
indicates expectations for modest (10%-30%) recovery in the event
of payment default.  At the same time, S&P affirmed PAETEC's
ratings, including the 'B' corporate credit rating.  The outlook
remains positive.

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Moody's upgraded PAETEC Holding Corp.'s speculative grade
liquidity rating to SGL-1 from SGL-2, and affirmed the B2
corporate family rating and the positive outlook, after reports
that the company will exercise an accordion option in
its credit agreement for up to $125 million.  As a result of the
upsize, the ratings on the senior secured facilities were
downgraded to B1 -- LGD3 -- 33%, due to the larger proportion of
first lien senior secured debt in the capital structure.


PFP HOLDINGS: Case Summary & 122 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: P.F.P. Holdings, Inc.
             890 West Elliot Road, Suite 102
             Gilbert, AZ 85233

Bankruptcy Case No.: 08-00899

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Classic Communities Construction, L.L.C.   08-00902
        Classic Communities, Inc.                  08-00903
        P.F.P. Funding, L.L.C.                     08-00904
        Roosevelt Park Development, L.L.C.         08-00905
        Siena Development, L.L.C.                  08-00906
        Trend Homes Construction, L.L.C.           08-00907
        Trend Homes, Inc.                          08-00909
        Villa Siena, L.L.C.                        08-00913

Type of Business: The Debtors design, contructs and sells single-
                  and multiple-family homes in the metropolitan
                  Phoenix area in Arizona.  They target core
                  single-family, higher-density condominium and
                  value-oriented luxury markets.  See
                  http://www.regencyhomes-az.com/and  
                  http://www.trendhomes.com/

Chapter 11 Petition Date: January 31, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtors' Counsel: Robert J. Miller, Esq.
                  Bryan Cave, L.L.P.
                  Two North Central, Suite 2200
                  Phoenix, AZ 85004
                  Tel: (602) 364-7000
                  Fax: (602) 364-7070

Total Assets: $50 Million to $100 Million

Total Debts:  $50 Million to $100 Million

A. P.F.P. Holdings, Inc's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Bank of New York,              $28,000,000
as indenture trustee
One Wall Street
New York, NY 10286

Wiggins & Co.                  $7,550
770 East 9000 South,
Suite B
Sandy, Utah 84094

Arizona Office Technologies    $7,104
4320 East Cotton Center
Boulevard, Suite 100
Phoenix, AZ 85040-8852

C.I.T. Technology Finance      $5,326

Office Equipment Finance       $4,000
Services

Pro Assist                     $2,533

Recall Secure Destruction      $916
Services, Inc.

Atlantic Records Management    $719
Service

Staples Business Advantage     $496

Sprint P.C.S.                  $157

A.T. Conference                $99

Aramark Refreshment Services   $81

Arrowhead                      $146

Neopost                        $73

Verizon Wireless               $31

Qwest                          $11

Ceridian Benefit Services      $7

A.D.P. Screening & Selection   $3
Services

Sabh of Arizona, Inc.          $2

B. Classic Communities Construction, LLC's 20 Largest Unsecured
Creditors:

   Entity                      Claim Amount
   ------                      ------------
Creative Touch Interiors       $110,752
1720 East Grant Street
Phoenix, AZ 85034

Arizona Department of Revenue  $100,228
P.O. Box 29010
Phoenix, AZ 85038-9070

Arizona Wholesale Supply Co.   $71,992
P.O. Box 2979
Phoenix, AZ 85062

Paul Johnson Drywall,          $60,175
Inc. & L.&W. Supply

Palo Verde Plastering, Inc.    $57,351

Stewarts Painting, Inc.        $54,228

Creative Touch Interiors-      $46,735
Cabinets

J.T. Nehl's Carpentry, Inc.    $45,254

Ideal Walls & Ceilings, Inc.   $40,868

Power Ranch Community          $36,581
Association

Samons Brothers Framing, Inc.  $33,007

Andrew Lauren Interiors        $31,596
Cabinets

Desert Systems Landscape       $31,265

Beecroft Concrete, Inc. and    $28,757
Rock Solid, Inc.

Copper Leaf Community          $24,151

Valley Stone                   $23,113

Jordan Engineering Group       $22,123

Sonoran Air, Inc.              $22,116

Gilbert Public Schools         $19,652

Homestead Exteriors, Inc.      $19,371

C. Classic Communities, Inc's 14 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
The Biltmore Bank of           $54,000
Arizona
5055 North 32nd Street
Phoenix, AZ 85018

Arizona Department of Revenue  $40,574
P.O. Box 29010
Phoenix, AZ 85038-9070

Procedure Engineers, Inc.      $4,992
8901 Research Drive,
Suite 200
Irvine, CA 92618-4246

S.R.P.                         $4,727

Moreton & Co.-Utah             $2,958

A.L.B. Industries Corp.        $1,327

Town of Gilbert Utility        $922
Department

Jordan Engineering Group       $694

Pecos and Higley, L.L.C.       $600

Qwest                          $556

U.S. Waste Industries, L.L.C.  $419

Nu-Treat/, Inc.                $393

Verlie & Wilma Eller           $200

City of Phoenix Utilities      $87

D. P.F.P. Funding, LLC's Seven Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Paul Klink                     $980,776
25 North Ski Court
Gilbert, AZ 85233

Tammy Crawford                 $848,601
160 North Shore Lane
Gilbert, AZ 85233

Ron Barney                     $641,380
2431 East Desert Lane
Gilbert, AZ 85234

Wayne Gardner                  $532,218

Robert Garnder                 $206,687

Joel Huston                    $97,130

Tim Martin                     $86,165

E. Roosevelt Park Development, LLC's Largest Unsecured Creditor:

   Entity                      Claim Amount
   ------                      ------------
Maricopa County Treasurer      $76,202
P.O. Box 52133
Phoenix, AZ 85072-2133

F. Siena Development, LLC does not have any creditors who are not
   insiders.

G. Trend Homes Construction, LLC's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Arizona Department of Revenue  $425,494
P.O. Box 29010
Phoenix, AZ 85038-9070

Power Ranch Community          $299,188
Association
Attention: Capital Consultants
Management Corp.
8360 East Via de Ventura,
Suite 100 Building l
Scottsdale, AZ 85258

Creative Touch Interiors       $266,592
1720 East Grant Street
Phoenix, AZ 85034

Andrew Lauren Interiors        $231,296
Flooring

Ideal Walls & Ceilings, Inc.   $130,538

Arizona Wholesale Supply       $127,372
Co.

Desert Systems Landscape       $100,599

Palo Verde Plastering, Inc.    $98,489

Creative Touch Interiors-      $94,337
Cabinets

Showcase Trim and H.I.         $93,713
Country Door & Trim

Vistancia Village A            $89,430
Community Association

Sonoran Air, Inc.              $64,419

Adair Plumbing                 $62,032

Arizona Cultured Marble,       $60,887
Inc.

Peak Construction, Inc.        $57,707

Stewarts Painting, Inc.        $56,627

Chicago Title                  $55,927

U.&I. Enterprises & Farnsworth $54,156
Wholesale & Able Distributing

Cortessa Community Association $52,938

Finish line                    $52,406

H. Trend Homes, Inc's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Arizona Department of Revenue  $140,102
P.O. Box 29010
Phoenix, AZ 85038-9070

D.C.S. Contracting, Inc.       $124,821
11525 East Germann Road
Chandler, AZ 85249

Alamo Concrete Corp.           $34,382
P.O. Box 2715
Mesa, AZ 85214-2715

City of Peoria                 $34,173

City of Phoenix Utilities      $32,403

Arizona Public Service         $20,704

Moreton & Co.-Utah             $17,437

J.D. Powers and Associates     $16,414

Moreton & Co.-Utah             $11,818

Move Sales, Inc.               $11,798

S.R.P.                         $11,787

Vollmer & Associates           $11,469

Creative Touch Interiors       $7,738

Southwest Gas Corp.            $6,685

Larry John Wright Advertising  $6,204

Cantera Doors                  $5,540

Dominion Consulting, Inc.      $5,200

M2 Group, Inc.                 $5,057

Wilenchik & Bartness, P.C.     $4,438

City of Chandler               $4,318

I. Villa Siena, LLC's 21 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Grubb & Ellis                  $21,908
2375 East Camelback Road,
Suite 300
Phoenix, AZ 85016

Erica Stierle                  $12,993
14430 North 57th Place
Scottsdale, AZ 85254

Jessica Moore                  $17,242
1472 East Calle de Caballos
Tempe, AZ 85284

Red Mountain High School       $12,373

Amber Barrett                  $10,276

Jill Shaw                      $8,477

Nadia Hayat                    $6,963

Nikki Traxler                  $6,865

Jade Hechtle                   $6,783

Valley Christian High          $6,533
School

Anna Friend                    $6,416

Vanessa Rodas                  $6,237

Bonnie Chase                   $6,237

Teisha Portee                  $6,059

Liliane Gebara                 $6,059

Holly Appelgreen               $5,472

Kelley Jeffrey                 $5,306

Lindsay Shafer                 $5,273

Monica Polania                 $5,141

Nicole Disalvatore             $5,141

Natalie Finklea                $4,998


PINNACLE LAB: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pinnacle Laboratories, Inc.
        2709-D Pan American Freeway Northeast
        Albuquerque, NM 87107

Bankruptcy Case No.: 08-10239

Type of Business: The Debtor offers environmental laboratory
                  testing services.
                  
Chapter 11 Petition Date: January 30, 2008

Court: New Mexico (Albuquerque)

Judge: James S. Starzynski

Debtor's Counsel: William F. Davis, Esq.
                  William F. Davis & Associates, P.C.
                  6709 Academy Northeast, Suite A
                  Albuquerque, NM 87109
                  Tel: (505) 243-6129
                  Fax: (505) 247-3185

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Flowers Chemical Laboratories    Trade Debt            $720,823
P.O. Box 150597
Altamonte Springs, FL 32715-0597

Axys Analytical Services Ltd.    Trade Debt            $141,026
P.O. Box 2219
Sidney BC V8L 5x2 Canada

Environmental Health Labs        Trade Debt             $98,418
P.O. Box 1391
South Bend, IN 46624-1394

New Mexico Environment Department Trade Debt            $85,000

G.E.L., Inc.                      Trade Debt            $73,316

American Radiation Services Inc.  Trade Debt            $21,368

Test American Laboratories, Inc.  Trade Debt            $13,476

Environmental Sampling Supply     Trade Debt             $8,870

WI Occupational Health Laboratory Trade Debt             $6,744

Airgas Southwest                  Trade Debt             $5,750

Biovir Laboratories, Inc.         Trade Debt             $3,942

Frontier Geosciences, Inc.        Trade Debt             $3,235

Pace Analytical                   Trade Debt             $3,220

Aqua Tech Environmental Lab       Trade Debt             $2,257

Analytical Resources, Inc.        Trade Debt             $1,850

VWR International                 Trade Debt             $1,677

Vista Analytical Laboratory Inc.  Trade Debt             $1,200

Qwest Dex Media East, LLC         Trade Debt             $1,185

Scientific Lab Division           Trade Debt             $1,092

Max's PC Support                  Trade Debt             $1,088


PLASTECH ENGINEERED: Files Chapter 11 Over Canceled Chrysler Order
------------------------------------------------------------------
Plastech Engineered Products Inc. filed for protection under
chapter 11 on Feb. 1, 2008, with the U.S. Bankruptcy Court of
Eastern District of Michigan after talks of a bailout package with
Chrysler LLC failed, Jeffrey McCracken of The Wall Street Street
Journal reports.

Chrysler, Plastech's fourth biggest client, terminated a $1.3
billion order and commenced pulling out of their equipment, WSJ
relates, citing Chrysler spokesman, Kevin Frazie.

WSJ notes that Plastech plays a critical role in the supply chain
at Detroit, hence its filing could likely harm the automotive
production of key manufacturers, General Motors Corp. and Ford
Motor Company.

Skadden, Arps, Slate, Meagher & Flom LLP, Jones Day and Allard &
Fish PC represents Plastech in its restructuring efforts.  Lazard
Freres Co. LLC serves as the Debtor's investment banker and Conway
MacKenzie & Dunleavy as its financial advisor.

Wilbur Ross, buyer of troubled auto parts manufacturers, told WSJ
that he sees more bankruptcies in the industry but refused to give
specific company names.

                 About Plastech Engineered Products

Dearborn, Michigan-based Plastech Engineered Products Inc. --
http://www.plastecheng.com/-- was founded in 1988 by former Ford  
Motor product engineer Julie Brown, also its owner and CEO, with
the purchase of a single injection molding plant in Caro,
Michigan.  It has grown as a desgner and manufacturer of blow-
molded and injection-molded plastic products, primarily for the
automotive industry.  Products include automotive interior trim,
wiring harnesses, bumper components, and cockpit modules.  
Plastech also engages in component painting and metal stamping.
The company makes products for some Ford and General Motors SUVs
and light trucks.  It has nearly 40 manufacturing facilities in
the midwestern and southern US; products are sold through an in-
house sales force.


PLASTECH ENGINEERED: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Lead Debtor: Plastech Engineered Products, Inc.
             835 Mason Avenue
             Dearborn, MI 48124

Bankruptcy Case No.: 08-42417

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Plastech Engineered Products, Inc.         08-42417
        Plastech Romulus, Inc.                     08-42418
        L.D.M. Holding Mexico, Inc.                08-42419
        Plastech Decorating Systems, Inc.          08-42420
        Plastech Frenchtown, Inc.                  08-42421
        L.D.M. Technologies, Inc.                  08-42422
        Plastech Exterior Systems, Inc.            08-42423
        M.B.S. Polymet, Inc.                       08-42424
        L.D.M. Holding Canada, Inc.                08-42425

Type of Business: The Debtor is a full-service automotive supplier
                  of interior, exterior and underhood components.  
                  See http://www.plastecheng.com/

Chapter 11 Petition Date: February 1, 2008

Court: Eastern District of Michigan (Detroit)

Debtors' Counsel: Gregg M. Galardi, Esq.
                  Skadden, Arps, Slate, Meagher & Flom, L.L.P.
                  One Rodney Square
                  P.O. Box 636
                  Wilmington, DE 19899
                  Tel: (302) 651-3000
                        --and--
                  Deborah L. Fish, Esq.
                  Allard & Fish, P.C.
                  2600 Buhl Building, 535 Griswold
                  Detroit, MI 48226-3687
                  Tel: (313) 961-6141

Plastech Engineered Products' Financial Condition

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's Consolidated List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
H.S. Die & Engineering         trade                 $6,360,328
Drawer 641587
P.O. Box 64000
Detroit, MI 48264

Tool-Plas Systems, Inc.        trade                 $2,120,024
1905 Blackacre Drive,
Old Castle
Ontario, CN N0R1L

Reko Tool & Mould, Inc.        trade                 $1,869,354
P.O. Box 33396
Detroit, MI 48232

Dow Chemical Co.               trade                 $1,573,013
7719 Collection Center Drive
Chicago, IL 60693

Basell U.S.A., Inc.            trade                 $1,403,796
P.O. Box 70549
Chicago, IL 60673

D.B.M. Technologies            trade                 $1,071,738
Northwest 5260
P.O. Box 1450
Minneapolis, MN 55485

BASF Corp.                     trade                 $1,016,803
P.O. Box 360941
Pittsburgh, PA 15251

Sabic Innovative Plastics,     trade                 $970,426
L.L.C.
P.O. Box 676336
Dallas, TX 75267

Robert Bosch Corp.             trade                 $937,543
P.O. Box 74806
Chicago, IL 60694

Mytex Polymers                 trade                 $855,952
P.O. Box 74806
Charlotte, NC 28260

Uniform Color Co.              trade                 $810,955
1562 Momentum Place
Chicago, IL 60689

K.S. Automotive                trade                 $729,462
14801 Catalina Street
San Leandro, CA 945777

North American Lighting, Inc.  trade                 $717,446
P.O. Box 183
Paris, IL 61944

Siegel Roberts                 trade                 $709,370
P.O. Box 795211
St. Louis, MO 63179

Aalbers Tool & Mold, Inc.      trade                 $706,569
1525 Moro Drive
Oldcastle, Ontario N0R 1

Unique Fabricating, Inc.       trade                 $694,565
Drawer $641431
P.O. Box 64000
Detroit, MI 48264

Canada Customs & Revenue       trade                 $693,335
Agency
185 Ouellette Avenue
Windsor, Ontario, CN N9A5S

Netshape Corp.                 trade                 $664,176
Department 77053
P.O. Box 77000
Detroit, MI 48277

Argus Logistics                trade                 $635,086
P.O. Box 11109
Detroit, MI 48211

Sunningdale Technologies       trade                 $611,084
Camino Al Lteso No. 8900-2C
Col. Pinar de la Calma
Jalisco, MX 45080


PLASTECH ENGINEERED: S&P Junks Corporate Credit Rating From 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
privately held Plastech Engineered Products Inc., including the
corporate credit rating, which was lowered to 'CCC+' from 'B-'.   
The ratings remain on CreditWatch with negative implications,
where they were placed on Dec. 6, 2007.
      
"The downgrade reflects our concerns about the company's ability
to resolve its difficult near-term financial pressures without
having to resort to a financial restructuring," said Standard &
Poor's credit analyst Nancy Messer.  "Such a restructuring could
occur outside of bankruptcy court, given the potential negative
impact of a Chapter 11 filing on the company's existing business
as well as its status as a minority-owned enterprise."
     
Total balance-sheet debt was $488 million at Sept. 30, 2007.   
Dearborn, Michigan-based Plastech is a manufacturer of automotive
parts, primarily injection-molded plastic components for vehicle
interiors.
     
S&P will resolve the CreditWatch listing after evaluating the
outcome of the company's discussions with customers and creditors.   
If any debt restructuring outside of bankruptcy results in value
for lenders that is clearly less than par, S&P would view it as a
distressed exchange and, as such, tantamount to default.


POST PROPERTIES: Various Companies Interested to Make Bid Offers
----------------------------------------------------------------
Several investment companies have been trying to get their hands
on Post Properties Inc., including Pentwater Capital Management
LLC and Cadim and Williams Realty Advisors LLC, Reuters and The
Wall Street Journal report, citing Pentwater founder Matt
Halbower.  However, Post Properties is yet to finalize its
decision of selling itself through an auction, reports says.

According to Reuters' sources, other companies that have expressed
interest in buying Post Properties should it proceed with the sale
are Starwood Capital Group, BlackRock Inc., Goldman Sachs and
Lehman Brothers.

Cadim and Williams has offered to buy Post Properties twice but
failed, Reuters recalls.

Mr. Halbower told reporters that Post Properties eventually
rejected the offer from Cadim and Williams explaining that Post
Properties will "be better off" with a new set of board and
executives.  Hence, Pentwater intends to formally file documents
with regulatory agencies to nominate five candidates to the nine-
member board of Post Properties Inc., the reports relates.

Mr. Williams is Post Properties' former executive, but he will not
disclose details of his interest in the company.  Meanwhile, Mr.
Halbower holds 4.8% interest in Post Properties, spending at least
$100 million, Reuters reveals.

Post Properties' board was unable to carefully evaluate buy offers
and may fail to meet the set Feb. 24, 2008 deadline, the news
relates, citing Mr. Halbower.

                    Cadim and Williams Buy Offer

On Jan. 23, 2008, Post Properties disclosed that its board of
directors authorized management to initiate a formal process to
pursue a possible business combination and to seek proposals from
potentially interested parties.

The company also stated that it has received an unsolicited
written proposal from Cadim and Williams Realty Advisors LLC to
acquire all of the company's outstanding common shares at a price
range of $44 to $47 per share, or about $2.1 billion, in cash.

The proposal, according to the company, states that it is subject
to a due diligence condition, but is not subject to any financing
contingencies.  At that time, the company invited Cadim/Williams
group to participate in the formal process being initiated by the
company.

"As we've previously stated, our Board of Directors continually
reviews strategies to enhance value for our shareholders.  As a
result of this review as well as input from several of our largest
shareholders, our Board has authorized us to explore a possible
business combination to enhance potential value for our
shareholders," said David P. Stockert, the company's president and
chief executive officer.  Mr. Stockert also said, "In light of the
Board's decision to conduct a process and not enter into
discussions with only one party, the Board at this time has made
no determination as to the adequacy of the Cadim/Williams
proposal."

J. P. Morgan Securities Inc. is acting as the company's financial
advisor and King & Spalding LLP and Skadden, Arps, Slate, Meagher
& Flom LLP are acting as the company's legal advisors.

                      About Cadim and Williams

Cadim and Williams Realty Advisors LLC is a division of Caisse de
depot et placement du Quebec; Williams Realty is controlled by
John A. Williams, former chairman and chief executive officer of
Post Properties.

                       About Pentwater Capital

Pentwater Capital Management LLC --
https://pentwater.investorbridge.com/ -- is a $1.25 billion hedge
fund established in October 2007.  Matt Halbower, founder
Pentwater and former a former Deephaven Capital Management trader,
owns 4.8% interest in Post Properties Inc.

                        About Post Properties

Based in Atlanta, GA, Post Properties Inc. (NYSE: PPS) --
http://www.postproperties.com/-- is a self-administrated and   
self-managed equity real estate investment trust.  The company,
along with its subsidiaries, develops, owns and manages upscale
multi-family apartment communities in selected markets in the
United States.  The company, through its subsidiaries, is the
general partner and owns a majority interest in Post Apartment
Homes, L.P., which through its subsidiaries, conducts
substantially all of the operations of the company.

The company currently 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 (and the expansion of one community) currently under
construction 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.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2008,
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.


QUEBECOR WORLD: U.K. Unit Placed into Administration
----------------------------------------------------
Quebecor World Inc.'s United Kingdom subsidiary, Quebecor World  
PLC, based in Corby, has been placed into administration.

Quebecor World said it has made significant investments in this
web offset facility in recent years.  These investments combined
with important employee and management contributions were designed
to turn around this business but these efforts have been
unsuccessful.  The UK facility has been cash negative since the
loss of an important contract three years ago.  Given the
overcapacity in the UK printing industry, challenging market
conditions and reduced demand for print in the UK market, the
Company does not believe the situation can be improved without
further investment and significant restructuring.

As a result, the Directors of the Quebecor World PLC having regard
to Quebecor World PLC's current financial position, have decided
that it would be in the best interests of its, employees and
creditors to appoint Ian Best and David Duggins of Ernst & Young
LLP as joint administrators of the Company effective on Jan. 28,
2008.  Following their appointment, the Administrators will
consider all options with regard to the way forward including a
possible sale of the business.

The Corby facility is located in the central UK about 70 miles
north of London.  It currently employs approximately 290 people
and produces magazines, catalogs and specialty print products for
marketing and advertising campaigns.

The decision to place their Corby unit into administration is not
related to Quebecor World's filing for credit protection in the
United States and Canada and has no impact on its other European
facilities, the Company said.  The Company's other European
facilities continue to operate as usual serving many of Europe
leading publishers and retailers.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market   
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.  (Quebecor World
Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


QUEBECOR WORLD: Union Sees Job Cuts with Corby Unit Receivership
----------------------------------------------------------------
Unite Assistant General Secretary, Tony Burke, said the labor
group expects to see 300 potential job losses at Quebecor World
PLC, Quebecor World Inc.'s United Kingdom subsidiary, after the
Corby-based facility was been placed into receivership.

"January has been a bad month for the printing industry with over
400 job losses in Polestar and Wiltshires alone," Mr. Burke said.  
"We are now looking at a further 300 potential job losses at
Corby."

"For our members and their families this is an unmitigated
disaster caused by classic mismanagement at the very top of the
company.  We don't blame the local management who have been kept
in the dark as much as the workforce have.  We hope that Corby's
customers will stay with the company.

"To watch the worlds second biggest printing company unravel in
this way is appalling. Corby has been cut adrift from what many
now believe is a sinking ship.  Clearly the credit crunch in the
United States has affected the company but the way that the crisis
has been handled within the company is nothing short of abysmal.

"Our first priority is our members and their families and since
the announcement yesterday we have been speaking to a number of
people within the industry with a view to seeing if they can
purchase the business as a going concern."

Unite local officials will be meeting with the local management
and the receivers over the next few days to ensure production
continues in the hope that there will be a purchaser for the
business.

                       About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market   
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and its debtor-affiliates filed for chapter 11
bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.  The
Debtors listed total assets of $5,554,900,000 and total debts of
$4,140,700,000 when they filed for bankruptcy.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.  (Quebecor World
Bankruptcy News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


REDDY ICE: To Receive $21 Mil. Cash for Merger Deal Termination
---------------------------------------------------------------
Reddy Ice Holdings Inc. and affiliates of GSO Capital Partners LP,
including the Parents, have entered into a settlement agreement
pursuant to which Reddy Ice will be paid $21 million in cash on
Feb. 5, 2008, to terminate the Merger Agreement.  

Reddy Ice has reached an agreement with affiliates of GSO to
terminate the Agreement and Plan of Merger, dated as of July 2,
2007, by and among Reddy Ice Holdings Inc., Frozen LLC, Hockey
Parent Inc., and Hockey Mergersub Inc., as amended by Amendment
No. 1 to the Agreement and Plan of Merger, dated as of Aug. 30,
2007.

The company has agreed to pay up to $4 million of fees and
expenses incurred by GSO and its third-party consultants in
connection with the contemplated transactions.  The company will
be receiving the final reports that those consultants provided to
GSO.

"In recent weeks, the company and GSO have negotiated in good
faith to craft an alternative transaction. Ultimately, due to the
condition of the financing markets, no definitive proposal for a
modified buyout transaction was presented and the parties were not
able to reach agreement on any other alternative transaction,"
William P. Brick, Reddy Ice's chairman and chief executive
officer, said.  "Nonetheless, we will continue to
explore transactions with GSO and to review other alternatives
available to the company."

"We are moving forward and executing on Reddy Ice's long-term
business strategy," Mr. Brick continued.  "We are disappointed
that the merger could not be consummated, but the company will
continue to focus on delivering value for its stockholders and
customers.  I thank our stockholders and employees for their
continued loyalty to the company."

                  About Reddy Ice Holdings Inc.

Headquartered in Dallas, Texas, Reddy Ice Holdings Inc. (NYSE:
FRZ) -- http://www.reddyice.com/-- is a manufacturer and
distributor of packaged ice in the United States.  With over 2,000
year-round employees, the company sells its products under the
widely known Reddy Ice(R) brand to approximately 82,000 locations
in 31 states and the District of Columbia.

                          *     *     *

Moody's Investors Service placed Reddy Ice Holdings Inc.'s
corporate family and probability of default ratings at 'B1' in
July 2007.  The ratings still hold to date with a stable outlook.


RICHARD HATFIELD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Richard L. Hatfield
        Riachard Lee Hatfield
        50 Echo Lane
        Star Route, Suite 52
        Woodside, CA 94062

Bankruptcy Case No.: 08-30154

Chapter 11 Petition Date: January 31, 2008

Court: Northern District of California (San Francisco)

Debtor's Counsel: Joel K. Belway, Esq.
                  Law Offices of Joel K. Belway
                  235 Montgomery Street, Suite 668
                  San Francisco, CA 94104
                  Tel: (415) 788-1702

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its 20 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Sand Hill Capital                                      $600,000
c/o Merrill G. Emerick, Esq.
400 South El Camino Real, Suite 700
San Mateo, CA 94402

IP Enterprises                                         $400,000
P.O. Box 6871
Mt. Clemens, MI 48045

John Culver                                            $270,250
780 Coronado Lane
Foster City, CA 94404

E. J. Pean                                             $161,735

Dale & Mariann Sheldon                                 $154,590

IP Enterprises Pension Fund                            $146,019

David & Jacqueline Fenton                              $141,541

Karen Beard                                            $122,493

Jacqueline Jackson                                     $116,631

Robert & Joann Del Re                                   $91,827

Hetta Malone                                            $69,731

Richard L. & Jean K. Spees                              $63,510

J.D. Erickson                                           $57,898

Suzanna Pollak                                          $53,221

Tom & Fredericka Hill, TTEE                             $52,354

Edward F. & Beverly I. Winthers                         $47,000

Rosemary De Marco                                       $46,012

Jack & Carol Webster                                    $36,157

Francey Phillipson Swim                                 $35,875

Susan Randolph                                          $30,484


SALANDER GALLERIES: Fraud Complaint Hearing Scheduled for Feb. 14
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Feb. 14, 2008, to consider the complaint
of art collector Carol F. Cohen, one of Salander O'Reilly
Galleries LLC's Chapter 11 petitioners, to compel gallery owner
Lawrence Salander to reveal the buyer of 15 artworks she gave the
gallery for safekeeping, Bill Rochelle of Bloomberg News reports.

Ms. Cohen, the Associated Press discloses, told the Court that Mr.
Lawrence sold her art collection worth $3.4 million without
permission and kept the proceeds.  She is imploring the Court to
order Mr. Lawrence to pay the money he owes her.

Mr. Lawrence's bankruptcy counsel, John Moscow, insisted that Ms.
Cohen's fraud allegations are premature, AP reports.

                About Salander-O'Reilly Galleries

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.


SANMINA-SCI: Fitch Holds Issuer Default Rating at B+ Neg
--------------------------------------------------------
Fitch has affirmed these ratings for Sanmina-SCI Corporation:

  -- Issuer Default Rating at 'B+';
  -- Senior secured credit facility at 'BB+/RR1'.
  -- Senior unsecured notes at 'BB+/RR1';
  -- Senior subordinated debt at 'B/RR5'.

The Outlook is Negative.  Fitch's action affects approximately
$1.5 billion in debt securities.

The Negative Outlook reflects continued uncertainty surrounding
Sanmina's ability to satisfactorily exit the Personal Computer
business via a sale or, conversely, potential restructuring costs
associated with exiting this business.  In addition, revenue for
Sanmina's core EMS business continues to decline, down 7.7% in
fiscal 1Q08 (end December 2007) versus the prior year period due
to weakness in communications equipment and Enterprise PC segments
which together represent approximately 60% of total core EMS
revenue.

The affirmation reflects these considerations:

  -- Sanmina has significantly improved its working capital
     efficiency, lowering cash conversion cycle days to 25 from
     a recent high of 45 in fiscal 1Q07 (end December 2007);

  -- Sanmina's improved CCC days, in conjunction with lower
     working capital requirements due to a 5% decline in
     revenue, positively impacted free cash flow in fiscal 2007
     by approximately $470 million, enabling the company to
     reduce long term debt by $200 million to $1.5 billion as
     of calendar 2007.  Fitch estimates Sanmina's leverage at
     5.5 times as of Dec 2007 compared to 4.5x at FYE 2006.      
     Fitch estimates adjusted leverage at 6.7x as of Dec 2007;

  -- Fitch believes Sanmina's planned exit from the Personal
     Computer business should enable the company to focus on
     more profitable segments of its core EMS business and
     potentially lead to more consistent positive free cash
     flow;

  -- Fitch believes that the long-term opportunity for revenue
     growth in non-traditional markets for Sanmina including
     industrial, defense and medical supplies, should partially
     mitigate potential further revenue declines in the
     Enterprise PC and Communications markets;

  -- Fitch believes that Sanmina should achieve greater
     stabilization in profitability going forward as its
     reorganization actions have reduced excess manufacturing
     capacity and shifted an increased percentage of operations
     to low cost regions making the company more competitive
     with its peers.

Ratings concerns include Fitch's expectation that the EMS market
will remain highly competitive with continued pressure on
profitability across all North American tier one competitors in
addition to concerns over Sanmina's ability to stabilize its
revenue base following several quarters of negative growth in its
core EMS business.  While recent and on-going restructuring
initiatives have reduced excess capacity and transferred
manufacturing assets to lower cost regions, the above factors
could drive the need for additional restructuring initiatives
beyond the approximately $70 million in restructuring costs
currently anticipated for the remainder of fiscal 2008.

Changes to the rating could occur under these scenarios:

  -- A resolution to Sanmina's effort to divest its Personal
     Computer business and clarification of the financial
     impact, if any, on the company of exiting this business;

  -- Continued improvement in profitability and use of free
     cash flow to further reduce debt could positively impact
     the ratings.

As of Dec. 31, 2007, liquidity was solid and consisted of
$941 million in cash plus a $500 million senior secured credit
facility, expiring December 2008, which was fully available to the
company.  In addition, Sanmina utilizes various off-balance sheet
accounts receivable sales facilities, totaling approximately $400
million, for additional liquidity purposes. Fitch expects free
cash flow in fiscal 2008 to be break-even to slightly positive,
positively impacted by reduced working capital requirements.

Total debt as of Dec. 31, 2007 was $1.5 billion and consisted of:

     i) $180 million in senior unsecured floating rate notes
        due June 2010;

    ii) $300 million in senior unsecured floating rate notes   
        due June 2014;

   iii) $400 million in senior subordinated 6.75% notes due Feb
        2013; and

    iv) $600 million in senior subordinated 8.125% notes due
        March 2016.

The Recovery Ratings and notching reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of Sanmina, and hence
recovery rates for its creditors, will be maximized in liquidation
rather than in a going concern enterprise value scenario.  In
estimating Sanmina's liquidation value under a distressed
scenario, Fitch applied advanced rates of 80%, 20%, and 10% to
Sanmina's current balance of accounts receivable, inventory, and
property, plant and equipment, respectively.  That leads to a
distressed enterprise value estimate of approximately $1.3
billion, providing the basis for a waterfall analysis to determine
recovery ratings.  The current 'RR1' recovery rating for Sanmina's
secured credit facility and unsecured notes reflects Fitch's
belief that 100% recovery is realistic.  As is standard with
Fitch's recovery analysis, the revolver is fully drawn and cash
balances fully depleted to reflect a stress event.  The current
'RR5' Recovery Rating for the senior subordinated debt reflects
Fitch's estimate that a recovery of only 10%-30% would be
achievable.


SANMINA-SCI: Elects John P. Goldsberry to Board of Directors
------------------------------------------------------------
Sanmina-SCI Corporation has appointed John P. Goldsberry to the
company's board of directors effective Jan. 28, 2008.  Mr.
Goldsberry will serve as chairman of the audit committee.

Mr. Goldsberry meets the requirements as defined by NASDAQ and
Institutional Shareholder Services as a financial expert and an
independent director.

Mr. Goldsberry is a seasoned financial executive with broad
industry experience in investment banking, corporate finance and
computer and semiconductor manufacturing.  He has over 14 years of
chief financial officer experience with both public and private
companies and is chief financial officer and SVP-IT of Gateway
Inc.

Mr. Goldsberry also held CFO positions with TrueSpectra, Calibre,
Quality Semiconductor, DSP Group and the Good Guys and served in a
variety of corporate finance positions at Salomon Brothers and
Morgan Stanley.

Goldsberry earned a bachelor's degree in Applied Mathematics and a
Ph.D. in Business Economics from Harvard University.

"We are fortunate to have someone of John's caliber join our board
of directors," Jure Sola, chairman and chief executive officer of
Sanmina-SCI Corporation, stated.  "His financial expertise and
insight will bring an additional perspective and significant value
to the board and the audit committee."

                   About Sanmina-SCI

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is an
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services.

The company has locations in Brazil, China, Ireland, Finland,
Malaysia, Mexico and Singapore, among others.

                          *     *     *

Moody's Investor Service placed Sanmina-SCI Corp.'s long term
corporate family and probability of default ratings at 'B1' in
December 2007.  The outlook is stable.


SCOTTISH RE: Eroding Capitalization Prompts S&P to Cut Rating to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Scottish Re Group Ltd. to 'B' from 'B+'.  At the same
time, it lowered its counterparty credit and financial strength
ratings on Scottish Re's operating companies to 'BB' from 'BB+'
and also lowered the ratings on all these companies' dependent
unwrapped securitized deals by one notch.  In addition, Standard &
Poor's placed the ratings on all these companies on CreditWatch
with negative implications.
      
"The downgrade reflects the impact of the further erosion of
Scottish Re's capitalization because of the declining market value
of its subprime and Alt-A investments and our increased estimate
of expected losses on these assets," said Standard & Poor's credit
analyst Robert Hafner.  "The resultant deterioration in the
company's financial condition has severely disrupted Scottish Re's
ability to generate new business and potentially to retain
existing business.  The company reports only 6% of total in-force
is subject to recapture rights."
      
"The ratings were placed on CreditWatch with negative implications
because of Scottish Re's continuing exposure to increasing
investment losses and meaningful risk of losing some reserve
credits secured through Ballantyne Re plc," added Mr. Hafner.  
"Our increasing estimates of cumulative subprime and Alt-A
expected losses based on the composition of such investments, by
vintage and other characteristics, negatively affects our view of
Scottish Re's capitalization."
     
The risk of losing reserve credits from the Ballantyne trust
increases as the market value of subprime and Alt-A investments
declines.  If reserve credits are lost it would immediately affect
Scottish Re's capitalization, because the company would have to
post collateral external to the Ballantyne structure to
reestablish the reserve credits.  Scottish Re's capacity to post
the required capital if it becomes necessary is increasingly
strained, and present circumstances make it exceedingly difficult
for Scottish Re to source external capital infusions until the
market disruption dissipates and the impact on the company is
known with near certainty.
      
"In the next few weeks we will refine our view of expected losses
and the impact on the firm's capitalization," Mr. Hafner
explained.  "The ratings will be lowered if there is substantial
risk of losing reserve credits or if our loss estimate were to
increase materially.  In addition, we will assess the risk of the
company incurring loss of reserve credits and possible solutions.   
The ratings will be affirmed if our refined investment loss
estimate is in line with our current expectations and the risk of
losing reserve credits is ameliorated."


SECURAMERICA HOLDING: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: SecurAmerica Holding Corporation
        7258 Mont Blanc Drive
        Germantown, TN 38138

Bankruptcy Case No.:08-21009

Chapter 11 Petition Date: January 31, 2008

Court: Western District of Tennessee (Memphis)

Judge: Paulette J Delk

Debtors' Counsel: John L. Ryder, Esq.
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  http://www.harrisshelton.com/

Total Assets: $200

Total Debts:  $3,000,000

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Fred Farrell                                      $500,000
   Falco Line, Inc.          
   105 Woodbine Drive        
   Vicksburg, MS 39180       

   Buddy Dickey                                      $200,000
   Trust One Bank            
   1715 Aaron Brenner Drive  
   Memphis, TN 38120         

   Scott P. Ledbetter                                $200,000
   SPL Corporation           
   5851 Ridge Bend Road      
   Memphis, TN 38120         

   Everett P. Hailey                                 $150,000
   Trane Commercial Air &    

   Thomas A. Justice                                 $100,000

   H. Lance Forsdick, Sr.                            $100,000

   James L. Vining                                   $100,000

   Kevin D. Ruby                                     $100,000

   Mr. and Mrs. James A.                             $100,000
   Perkins                   

   Robert B. Nance, III                              $100,000

   Robert E. Loeb                                    $100,000
   Loeb Industries, Inc.     

   Mr. and Mrs. Wesley G. Grace                      $100,000

   Mr. and Mrs. William P. Knox                      $75,000
   
   Terry E. Pagliari                                 $75,000
   Terry & Terry, Inc.          

   F. William Hackmeyer, Jr.                         $100,000

   Charles E. Dickey, Jr.                            $50,000

   Curtis C. Grantham                                $50,000

   Jake Farrell/Paul Farrell                         $50,000
   Residue Trust             

   Mr. and Mrs. Mark C.                              $50,000
   Schickner                 

   Paul M. Farrel Marital Trust                      $50,000


SOVEREIGN COS: Case Summary & 33 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Sovereign Companies, L.L.C.
             aka Sovereign Homes
             aka Sovereign Realty
             aka Sovereign Equipment, L.L.C.
             11025 Dover Street, Suite 100
             Westminster, CO 80021-5571

Bankruptcy Case No.: 08-00519

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Sovco Holdings, L.L.L.P.                   08-00934
        Sovereign Developments, L.L.C.             08-00933

Type of Business: The Debtors develop real estate.

Chapter 11 Petition Date: January 18, 2008

Court: District of Arizona (Yuma)

Judge: Randolph J. Haines

Debtors' Counsel: Christopher C. Simpson, Esq.
                  Stinson Morrison Hecker LLP
                  1850 North Central Avenue, #2100
                  Phoenix, AZ 85004
                  Tel: (602) 279-1600
                  Fax: (602) 240-6925
                  http://www.stinson.com/

Sovereign Companies, LLC's Financial Condition:

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

Estimated Debts:  $1 million to $10 million

A. Sovereign Companies, L.L.C.'s List of 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
C.A.V.U./R.O.C.K. Investors,   working capital       $1,481,969
L.L.C.
9846 Lorene Lane
San Antonio, TX 78216

Rockwald, Ltd.                 unsecured note         $341,600
9846 Lorene Lane               payable at 12%
San Antonio, TX 78216

New Frontier Bank              loans to Sovereign     $315,428
2435 35th Avenue               Companies, L.L.C.;
Greeley, CO 80634-4102         Foxhill
                               Development, L.L.C.;
                               Sovereign Pumkin
                               Ridge, L.L.C.

Avaya Financial Services       travel expenses        $34,550

Jeff Fiebig                    travel expenses        $32,257

Dennis Malfer                                         $21,276

C Group Holdings               management fees        $14,628

Steve Henley                   reimbursable           $11,620

Capital One, F.S.B.            expenses               $8,156

Compass Bank                   expenses               $8,136

Gale D. Pipkin                 management fees        $7,314

Denver Newspaper Agency        advertising            $5,4169

Financial Recruiting           recuiter fee           $5,250
Partners Inc.

Global Imaging                 purchase               $1,997

Madden & Madden                legal fees             $1,956

TransLease Inc.                property tax           $1,779

Amanda Krulis                  travel expenses        $1,430

Cherry Creek Internet Group    website                $1,320

Metrostudy                     contracts              $1,009

Sprint                         call expenses          $305

B. Sovco Holdings, LLLP's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
New Frontier Bank              Construction loan     $6,078,297
2425 35th Avenue               for building by
Greeley, CO 80634              Foxhill Development

C. Sovereign Developments, LLC's List of 12 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
R.B.C. Builder Finance         Construction line     $7,988,578
P.O. Drawer 421369             of credit for Colony
Houston, TX 77242-1369         Ridge, L.L.C. and
                               S.R. Condominiums,
                               L.L.C.

Centennial Bank of the West    Construction line     $4,915,454
4650 Royal Vista Cir           of credit for
Fort Collins, CO 80528         Mountain View at
                               T-Bone, L.L.C.

Weyerhaeuser Realty Investors  Construction line     $3,130,006
1301 Fifth Avenue, Suite 3100  of credit for SR
Seattle, WA 98101-2647         Condominiums,
                               L.L.C.

Fiebig, Jeff                   Note                  $154,666

Couture William R. &           Note                  $132,008
Deborah A.

Malfer, Dennis                 Note                  $132,000

Avaya Financial Services       Telephone lease-      $34,550
                               judgment

T-Bone Land Co., Inc.          Membership interest   $19,423
                               in Patio Homes,
                               L.L.C. at closure
                               on March 31, 2006

Orr, Ed                        Payment due for his   $10,001
                               membership interest
                               in Patio Homes,
                               L.L.C. at the close
                               out on March 31, 2006

Orr, Fred                      Membership interest   $6,002
                               in Patio Homes,
                               L.L.C. at closure on
                               March 31, 2006

Disberger, Mike                Membership interest   $4,000
                               in Patio Homes,
                               L.L.C. at closure on
                               March 31, 2006

Craven, Randy                  Membership interest   $486
                               in Patio Homes,
                               L.L.C. at closure on
                               March 31, 2006


STRATOS GLOBAL: Moody's Changes Outlook to Stable; Holds B1 Rating
------------------------------------------------------------------
Moody's Investors Service revised the outlook for Stratos Global
Corporation to stable from negative and upgraded the SGL rating to
SGL-3 from SGL-4.  The outlook change and SGL upgrade reflect
better than anticipated performance, which has improved the
company's credit profile and mitigated concern over compliance
with financial reporting covenants.

Moody's also affirmed the B1 corporate family rating and all other
ratings.

Stratos Global Corporation

  -- Speculative Grade Liquidity Rating, Upgraded to SGL-3 from
     SGL-4

  -- Outlook, Changed To Stable From Negative

  -- Affirmed B1 Corporate Family Rating

  -- Affirmed B1 Probability of Default Rating

  -- Affirmed Ba2 Senior Secured Bank Rating, LGD 2, 23%

  -- Affirmed B3 Unsecured Bonds Rating, LGD 5, 77%

The ratings reflect revenue concentration, some revenue volatility
related to the "on-demand" nature of most products, price pressure
(albeit somewhat diminished), expectations for flat to declining
EBITDA and high leverage.  Diversification by end-user customers
and geographic markets and expectations for modestly positive free
cash in 2007 and 2008 support the ratings.  Furthermore, Moody's
expects that Inmarsat plc (Ba2 corporate family rating) will
exercise its call option to acquire Stratos in 2009, which reduces
the risk associated with renewal of its distribution agreement and
provides clarity on Stratos longer term prospects.

Stratos Global Corporation provides mobile telecommunication
services primarily over the Inmarsat satellite system as well as
integrated high-speed data and voice telecommunications services
through VSATs and its own digital microwave network in the Gulf of
Mexico.  Its annual revenue is approximately $600 million.


STRUCTURED ASSET: 26 Classes Acquire S&P's Rating Confirmations
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 26
classes of mortgage pass-through certificates from Structured
Asset Securities Corp. Mortgage Loan Trust's series 2006-GEL4
and 2007-GEL1.
     
As of the Jan. 25, 2008, remittance period, total delinquencies,
as a percentage of the current pool balances, were 31.58% for
series 2006-GEL4 and 32.79% for series 2007-GEL1, while severe
delinquencies (90-plus days, foreclosures, and REOs) were 21.34%
for series 2006-GEL4 and 23.44% for series 2007-GEL1.  Cumulative
realized losses to date are 1.19% of the original pool balance for
series 2006-GEL4 and 1.40% for series 2007-GEL1.  Despite the
moderately elevated delinquency levels of these transactions, the
classes with affirmed ratings currently have adequate credit
support percentages that are sufficient to maintain the current
ratings.
     
The current outstanding pool factors are 73.86% for series 2006-
GEL4 and 84.32% for series 2007-GEL1.  Series 2006-GEL4 is 13
months seasoned and series 2007-GEL1 is 10 months seasoned.
     
Subordination, overcollateralization, and excess interest cash
flows provide credit support for these deals.  The underlying
collateral originally consisted of outside-the-guidelines and
nonperforming mortgage loans secured by first and second liens on
one- to four-family residential properties.   

                        Ratings Affirmed
   
       Structured Asset Securities Corp. Mortgage Loan Trust
                Mortgage pass-through certificates
  
              Series          Class          Rating            
              ------          -----          ------
              2006-GEL4       A1             AAA           
              2006-GEL4       A2             AAA           
              2006-GEL4       A3             AAA           
              2006-GEL4       M1             AA           
              2006-GEL4       M2             AA           
              2006-GEL4       M3             AA-          
              2006-GEL4       M4             A+           
              2006-GEL4       M5             A           
              2006-GEL4       M6             BBB+           
              2006-GEL4       M7             BBB           
              2006-GEL4       M8             BBB-           
              2006-GEL4       B1             BB+
              2006-GEL4       B2             BB
              2007-GEL1       A1             AAA          
              2007-GEL1       A2             AAA
              2007-GEL1       A3             AAA
              2007-GEL1       M1             AA           
              2007-GEL1       M2             AA-          
              2007-GEL1       M3             A+           
              2007-GEL1       M4             A           
              2007-GEL1       M5             A-           
              2007-GEL1       M6             BBB+           
              2007-GEL1       M7             BBB          
              2007-GEL1       M8             BBB-           
              2007-GEL1       B1             BB+           
              2007-GEL1       B2             BB           


SUMMIT GLOBAL: Taps Donlin Recano as Claims and Balloting Agent
--------------------------------------------------------------
Summit Global Logistics Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of New Jersey for
permission to employ Donlin, Recano & Company Inc. as claims,
notice and balloting agent.

Donlin Recano will:

   a) notify all potential creditors of the filing of the Debtors'
      bankruptcy petitions and of the setting of the first meeting
      of creditors, pursuant to Bankruptcy Code Section 341, under
      the proper provision of the Bankruptcy Code and the Federal
      Rules of the Bankruptcy Procedure;

   b) maintain an official copy of the Debtors' schedules of
      assets and liabilities and statements of financial affairs
      listing the Debtors' known creditors and the amounts owed
      thereto:

   c) notify all potential creditors of the existence and amount
      of their respective claims, as evidenced by the
Debtors'           
      books and records and as set forth in their schedules;

   d) furnish a notice of the last day for the fili8ng of proofs
      of claim and a form for the filing of a proof of claim,
      after such notice and form are approved by the Court;

   e) file with the Clerk an affidavit or certificate of service
      which includes a copy of the notice, a list of persons to
      whom it was mailed, and the date the notice was mailed,
      within five days of service;

   f) docket all claims received, maintain the official claims
      registers for each of the Debtors on behalf of the clerk,
      and provide the clerk with certified duplicate unofficial
      claims registers on a monthly basis, unless otherwise
      directed;

   g) specify, in the applicable claims register, these
      information for each claims docketed;

         i) claim number assigned;

        ii) date received;

       iii) name and address of the claimant and agent, if
            applicable, who filed the claim;

        iv) amount of the claim, if liquidated; and

         v) classification(s) of the claim according to the proof
            of claim.

   h) record all transfers of claims and provide any notices of
      such transfers required by Bankruptcy Rule 3001;

   i) make changes in the claims registers pursuant to Court
      order;

   j) turn over to the clerk copies of the claims registers for
      the clerk's review, upon completion of the docketing process
      for all claims received to date by the clerk's office;

   k) maintain the claims registers for public examination without
      charge during regular business hours;

   l) maintain the official mailing list for each Debtor for all
      entities that have filed a proof of claim, which list shall
      be available upon request by a party-in-interest or the
      Clerk;

   m) assist with, among other things, solicitation, calculation,
      and tabulation of votes and distribution, as required in
      furtherance of confirmation of plan;

   n) provide and maintain a website where parties can view claims
      filed, status of claims, and pleadings or other documents
      filed with the Court by the Debtors; and

   o) transport all original documents in proper format, as
      provided by the clerk's office, to the federal records
      center.

The Debtors tell the Court that the firm requested a $25,000
retainer.  The firm's professionals and their compensation rates
are:

      Designation                        Hourly Rate
      -----------                        -----------
      Senior Bankruptcy Consultant        $205-$250
      Case Manager                        $180-$200
      Technology/Programming Consultant   $115-$195
      Senior Analyst                      $115-$175
      Jr. Analyst                          $70-$110
      Clerical                             $40-$65

Louis A. Recano, a principal of the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
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 and its 17 affiliates filed
for Chapter 11 protection on January 30, 2008 (Bankr. N.J. Case
No. 08-11566).  Kenneth Rosen, Esq., at Lowenstein Sandler, P.C.,
represents the Debtors in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this cases.
When the Debtor filed for protection against their creditors, it
list assets between $50 million and $100 million and debts between
$100 million and $500 million.


SUMMIT GLOBAL: Wants to Access Fortress' $5 Million DIP Facility
----------------------------------------------------------------
Summit Global Logistics Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of New Jersey
for authority to obtain up to $5,000,000 postpetition financing
facility from Fortress Credit Corp.

The Debtors also ask the Court for permission to access up to
$2,000,000 of the $5,000,000 credit facility on an interim basis.

The Debtors tell the Court that they have an urgent need to obtain
credit to maintain their business operations.

Kenneth A. Rosen, Esq., at Lowenstein Sandler PC in Roseland, New
Jersey, says that the DIP facility provided by the lender will
incur interest rate at 6.75% plus LIBOR.  The loan matures on or
before April 30, 2008, under the terms of the financing agreement.

The Debtors will also pay other fees:

    i) unused facility fee at 0.5%;

   ii) DIP facility fee at $50,000;

  iii) collateral monitoring fees at $850 per day
       per person plus out-of-pocket expenses; and

   iv) letter of credit fees at3% per annum of the
       outstanding face amount, plus usual fronting and
       administrative charges.

As adequate protection, all loans made by the lender are secured
by, among other things:

    -- superpriority claim;

    -- perfected first priority lien and security interest
       in all encumbered property of the Debtors; and

    -- perfected junior lien on all property of the Debtors.

                        About Summit Global

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
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 and its 17 affiliates filed
for Chapter 11 protection on January 30, 2008 (Bankr. N.J. Case
No. 08-11566).  Kenneth Rosen, Esq., at Lowenstein Sandler, P.C.,
represents the Debtors in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this cases.  
When the Debtor filed for protection against their creditors, it
list assets between $50 million and $100 million and debts between
$100 million and $500 million.


SUMMIT GLOBAL: Wants Until March 17 to File Schedules & Statements
------------------------------------------------------------------
Summit Global Logistics Inc. and its debtor-affiliates ask the
United States Bankruptcy Court for the District of New Jersey to
extend until March 17, 2008, the period within which they may file
schedules of assets and debts and statements of financial affairs.

The Debtors tell the Court that they need more time to prepare
and finalize their schedules and statements because the 15-day
time period provided by Fed. R. Bankr. P. 1007 is not sufficient
to complete them.

Kenneth A. Rosen, Esq., at Lowenstein Sandler PC in Roseland,
New Jersey, says that certain prepetition invoices have not been
received and entered into the Debtors' financial records.

The extension request, Mr. Rosen adds, will provide sufficient
time for the Debtors to complete their schedules and statements.

Headquartered in East Rutherford, New Jersey, Summit Global
Logistics Inc. fdba Aeorbic Creations Inc. --
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 and its 17 affiliates filed
for Chapter 11 protection on January 30, 2008 (Bankr. N.J. Case
No. 08-11566).  Kenneth Rosen, Esq., at Lowenstein Sandler, P.C.,
represents the Debtors in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this cases.  
When the Debtor filed for protection against their creditors, it
list assets between $50 million and $100 million and debts between
$100 million and $500 million.


TECHALT INC: Defers Closing of EV Parts Merger to Early February
----------------------------------------------------------------
Techalt, Inc. updated its shareholders and the investment
community that its signed merger agreement with EV Parts, Inc. --  
which the company previously reported it expected to close on or
before March 18, 2008 -- is now anticipated to close the first
week in February 2008.

"We have been very busy trying to meet the conditions necessary to
close the merger agreement with EV Parts and I am extremely
pleased that it looks like the merger will close much earlier than
initially expected," David Moore, President of Techalt, stated.

The company also disclosed that due diligence review of the
company holding the licensing rights to the cream best known for
treating and preventing open wounds to the skin often incurred
through athletic activities is complete and final contracts to
acquire the licensing rights to the cream are in legal review.

Based in Seattle, Washington, Techalt Inc. (Pink Sheets: TCLT) --
http://www.techalt.com/-- is currently exploring potential
business combinations and feels reducing its liabilities will
assist in its efforts towards identifying and securing a potential
acquisition target.

                          *     *     *

The company has been unable to timely file its annual 2006 and
quarterly financial reports for 2007.  It said that it has been
unable to compile all pertinent information to complete the annual
filing and to complete providing its accountant with all of the
accounting information necessary to complete the annual report.
As of Sept. 30, 2006, the company's balance sheet showed
$10,115,415 in shareholder's deficit.


TEMBEC INC: Gets Terms of Recapitalization Proposal from Jolina
---------------------------------------------------------------
Jolina Capital Inc. has presented the terms of its proposal  for
the recapitalization of Tembec Inc. at a meeting of the holders of
Tembec Industries Inc. unsecured senior notes respectively due
June 2009, February 2011 and March 2012.

The meeting was convened after Tembec's rejection of the Jolina
Proposal and Tembec's invitation to Jolina to make the details of
its proposal available to Tembec's stakeholders through a public
statement.

The key elements of the Jolina Proposal are:

   -- The Jolina Proposal would provide noteholders and
      preferred shareholders a recovery equal to 55 cents on
      the dollar.  The bondholders would receive cash, secured
      debt, and common shares, with potential to make an
      election as to a mix of consideration, all cash versus
      debt and equity, received.

   -- The cash portion of the Jolina Proposal would be fixed at
      CDN$370.8 million and would be provided by Jolina.  
      Jolina's cash commitment of CDN$370.8 million would take
      the form of CDN$150 million of secured debt and
      CDN$220.8 million of common shares.  Jolina would also
      provide for a CDN$250 million secured financing which
      would be undrawn at closing and would be in addition to
      Tembec's existing credit facility.

   -- Under the Jolina Proposal, existing shareholders would
      receive 5% of the shares of Tembec at the outset, and
      cashless warrants for 15% of the shares upon a full
      recovery to bondholders.  At close, Jolina would receive
      50% of the equity, existing noteholders would receive
      44.1%, existing preferred shareholders would receive
      0.9%, and existing equity holders would receive 5%.  On a
      fully diluted basis upon exercise of the warrants, Jolina
      would own 42.5% of the equity, notheholders would own
      37.4%, preferred shareholders would own 0.8%, and
      existing equity holders would own 19.3%.

Jolina is in discussions with potential financial partners in
connection with the Jolina Proposal.

Jolina and its advisors related that the Jolina Proposal is
favourable to Tembec and all of its stakeholders than the
recapitalization proposal disclosed by Tembec on Dec. 19, 2007.

Any questions regarding the Jolina Proposal should be directed
towards Jolina's financial advisor, Rothschild Inc., attention:
Neil Augustine, managing director (212) 403-5411.  

                       About Tembec Inc.

Headquartered in Montreal, Quebec, Tembec Inc. (TSE:TBC) --
http://www.tembec.com/-- is engaged in the business of integrated  
forest products.  Its business segments are forest products, pulp,
paper, and chemical and other products.  The forest products
segment consists of forest and sawmill operations, which produce
lumber and building materials.  The pulp segment includes the
manufacturing and marketing activities of a number of different
types of pulps.  The paper segment consists of production and
sales of newsprint, coated papers and bleached board.  The
chemical and other products segment consists of the transformation
and sale of resins and pulp by-products.

                          *     *     *

Standard & Poor's placed Tembec Inc.'s long term foreign and local
issuer credit ratings at 'CC' in Dec. 20, 2007.


TILLIM LLC: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Tillim, LLC
        11060 E. McNichols
        Detroit, MI 48211
        Tel: (248) 552-8833

Bankruptcy Case No.: 08-42316

Chapter 11 Petition Date: January 31, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtors' Counsel: Jerome D. Frank, Esq.
                  30833 Northwestern Highway, Suite 205
                  Farmington Hills, MI 48334-5643
                  Tel: (248) 932-1440
                  http://www.comcast.net/

Total Assets: $10,000,000

Total Debts:  $11,500,000

Consolidated Debtors' List of Eight Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
   Grand Pacific Funding                             $3,951,914
   c/o Jay Welford, 27777
   Franklin Road, Suite 2500
   Southfield, MI48034

   City of Detroit Dept. of                          $400,000
   Health & Wellness Promo
   1151 Taylor, Building #4
   Detroit, MI 48202

   DTE Energy                                        $244,000
   P.O. Box 2859                   
   Detroit, MI 48260-0001

   Jana Service                                      $2,674

   Albaglass & Mirror Inc.                           $2,674

   Gana Construction Services Inc.                   $1,722

   Knight Transfer Services,                         $679
   Inc.

   Wyoming Plumbing & Heating                        $423

   AT&T                                              $314

   James M. Ziegler                                  $314


TREASURE ISLAND: Case Summary & Eight Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Treasure Island Hospitality Group, Inc.
        Carr. 172 KM 13.5
        Bo. Bayamon
        P.O. Box 1466
        Cidra, PR 00739

Bankruptcy Case No.: 08-00453

Chapter 11 Petition Date: January 30, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Francisco R. Moya Huff, Esq.
                  BCO Popular Building
                  Suite 401 Tetuan 206
                  San Juan, PR 00901-1802
                  Tel: (787) 723-0714
                  Fax: (787) 725-3685

Total Assets: $0

Total Debts:  $1,156,957

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Jose R. Hernandez Colon                                $958,848
c/o Ricardo E. Carrillo Delgado, Esq.
403 Calle del Parque Suite 6
San Juan,PR 00912

Corporacion Rodum                                      $165,965
P.O. Box 9023422
San Juan, PR 00902-3422

OR Special Security Services                            $10,000
Urb. Las Delicias
Calle Francisco G. Marin
Suite 3912
Ponce, PR 00728-2705

L & M Sales & Services                                   $8,256

Serrales                                                 $5,955

Mendez & Co.                                             $3,538

The Marketing Partners, Inc.                             $3,000

Division de Impresos UPR                                 $1,395


TRIBUNE COMPANY: Buying TMCT LLC's Real Estate for $175 Million
---------------------------------------------------------------
Tribune Company will purchase real estate leased from TMCT LLC,
which includes properties used by the Los Angeles Times, Newsday,
Baltimore Sun and Hartford Courant.  The company received an
option to purchase the real estate for $175 million through the
2006 restructuring of TMCT LLC.

In addition, Tribune disclosed the sale of Tribune Studios and
related real estate in Los Angeles to Hudson Capital LLC, for $125
million.  The parties also agreed to a five-year lease allowing
KTLA-TV to continue operating at the location through 2012.

Tribune plans to use the sale proceeds as part of a like-kind
exchange when it closes on its acquisition of the TMCT properties,
which is expected in April.

"The sale of the studios and other assets enables us to execute a
tax-efficient, like-kind exchange to acquire a very strategic,
long-term real estate position in downtown LA at an attractive
price," Sam Zell, Tribune chairman and CEO, said. "Further, the
TMCT option will help us eliminate rent payments in several key
markets."

Tribune acquired the Hollywood real estate in 1988.  
The 10.5-acre parcel includes studio, warehouse and related
production space, plus several surface parking lots. Tribune
Studios, a unit of Tribune Entertainment Company, opened on the
site in 2001.

                    About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating       
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter in Dec. 26, 2007,
Fitch Ratings has downgraded and removed from rating watch Tribune
Co.'s ratings.  The ratings have been removed from rating watch
negative. the rating outlook is negative.  Fitch has downgraded
these ratings: (i) issuer default rating to 'B-' from 'B+'; (ii)
senior secured revolving credit facility to 'B/RR3' from 'BB/RR2';
(iii) senior unsecured notesto 'CCC/RR6' from 'B-/RR6'; (iv)
subordinated exchangeable debentures due 2029 to 'CCC-/RR6' from
'CCC+/RR6'.  Fitch has also assigned this rating: (i) senior
unsecured bridge loan 'CCC/RR6'.

Standard & Poor's Ratings Services lowered its ratings on Tribune
Co. by one notch; the corporate credit rating was lowered to 'B'
from 'B+'.  The rating outlook is negative.


UNITED RUBBER: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: United Rubber Inc.
        Luchetti Street 14
        Villalba, PR 00766
        Tel: (787) 847-3400

Bankruptcy Case No.: 08-00490

Type of Business: The Debtor markets fabricated rubber products.

Chapter 11 Petition Date: January 30, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carlos Rodriguez Quesada, Esq.
                  Law Office of Carlos Rodriguez Quesada
                  P.O. Box 9023115
                  San Juan, PR 00902-3115
                  Tel: (787) 724-2867

Total Assets: $84,985

Total Debts:  $1,202,763

Debtor's list of its 10 Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Internal Revenue Services                              $543,904
Centro Novios Plaza Building
474 Hostos Avenue, Suite 207
Mayaguez, PR 00680

Departmento De Hacienda                                $293,540
P.O. Box 9024140
San Juan, PR 00902

Compania de Fomento Industrial de Puerto Rico          $160,117
P.O. box 362350
San Juan, PR 00936

Depto del Trabajo y Recursos Humanos                    $72,917

Corporacion Fondo del Seguro del Estado                 $68,746

Municipio de Villalba                                   $36,642

Centro de Recaudacion de Ingresos Munici                $17,394

UPS Puerto Rico                                          $3,872

Autoridad de Acueductos y Alcantarillado                 $3,082

Gemasco Jose A Torres                                    $2,550


UMMA RESOURCES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: UMMA Resources, LLC
        1113 Orion Circle
        Portland, TX 78374

Bankruptcy Case No.: 08-20037

Chapter 11 Petition Date: January 27, 2008

Court: Southern District of Texas (Corpus Christi)

Debtor's Counsel: Harlin C. Womble, Jr., Esq.
                  Jordan, Hyden, Womble, Culbreth & Holzer, P.C.
                  500 North Shoreline Boulevard
                  Suite 900 North
                  Corpus Christi, TX 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $1 Million to $10 Million

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


VICTOR PLASTICS: Given Interim OK to Obtain DIP Financing
---------------------------------------------------------
Victor Plastics, Inc. and its debtor-affiliate obtained interim
permission from the Honorable Dennis D. O'Brien of the U.S.
Bankruptcy Court for the District of Minnesota to secure debtor-
in-possession financing from PNC Bank, and to use the bank's cash
collateral, pursuant to a stipulation.

PNC Bank N.A., the Debtors' secured creditor, is the holder of
promissory notes, with a current approximate aggregate
indebtedness of $11.2 million.  The debt consists primarily of
these obligations of the Debtor:

   a) $6.3 million revolving credit; and
   b) $4.9 million in term debt.

The debt is secured by a security interest in all of Victor's
personal property, including inventory, equipment, accounts and
general intangibles pursuant to that certain revolving credit,
term loan, equipment loan and security agreement dated as of
March 12, 2004, as amended.  The debt is also secured by a
security interest in all of VPI's assets.

Wells Fargo Bank, N.A., a mezzanine creditor, also holds a
perfected security interest in Debtors' assets which is
subordinate to that of the secured creditor.  The amount of
that debt is approximately $8 million.

The Debtors believe that the value of their assets as of the date
of bankruptcy is approximately $20 million in an orderly sale
process.  In order to obtain those values, it is necessary that
the Debtors continue operations for a period of about three months
to effect an orderly transition of production for their customers,
the Debtors explain.

The Debtors assert that if they are forced to discontinue
operations in the near term, the value of their assets will be
substantially decreased and it is likely that the debt would not
be paid in full.  Their bankruptcy estate will suffer immediate
and irreparable harm if they are unable to use cash collateral and
make the borrowings, they contend.

Pursuant to the stipulation between the Debtors and PNC Bank:

   a) the Debtors will use cash to pay ordinary and necessary
      business expenses and administrative expenses pursuant
      to a budget;

   b) the Debtors will grant PNC Bank a security interest to
      secure the post-petition advances in all property of the
      estate including real estate, inventory, accounts, equipment
      and general intangibles, which liens shall have second
      priority to the bank's pre-petition liens and other
      perfected liens as of the date of bankruptcy;

   c) PNC Bank and Wells Fargo will also be granted a replacement
      lien in all assets of the Debtors' estate to secure any
      diminution in the value of the collateral.

The Court set Feb. 7, 2008, at 10:30 a.m., as the final hearing on
the Debtors' request to obtain DIP financing and use of cash
collateral.

                      About Victor Plastics

Based in North Liberty, Iowa, Victor Plastics, Inc. --
http://www.victorplastics.com/-- is a custom molder of   
thermoplastics and engineering resins.  The Debtor and its
affiliate, VPI Acquisition Company, filed for Chapter 11
protection on Jan. 15, 2008 (Bankr. D. Minn. Case Nos.
08-40171 and 08-40167).  Michael L. Meyer, Esq., at Ravich Meyer
Kirkman McGrath & Nauman P.A., represents the Debtors in their
restructuring efforts.

When the Debtors filed for protection from their creditors, Victor
Plastics listed total assets of $44,658,000, and total liabilities
of $41,366,000, while VPI Acquisition listed estimated assets of
less than $50,000 and estimated debts of $10 million to $100
million.


WACHOVIA BANK: Moody's Downgrades Ratings on Four Cert. Classes
---------------------------------------------------------------
Moody's Investors Service downgraded these ratings of four classes
and affirmed the ratings of 20 classes of Wachovia Bank Commercial
Mortgage Trust 2006-C26, Commercial Pass-Through Certificates,
Series 2006-C26:

  -- Class A-1, $27,677,736, affirmed at Aaa
  -- Class A-1A, $204,129,761, affirmed at Aaa
  -- Class A-2, $214,741,000, affirmed at Aaa
  -- Class A-3, $509,221,000, affirmed at Aaa
  -- Class A-3FL, $140,000,000, affirmed at Aaa
  -- Class A-J, $136,382,000, affirmed at Aaa
  -- Class A-M, $173,185,000, affirmed at Aaa
  -- Class A-PB, $83,806,000, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class B, $30,307,000, affirmed at Aa2
  -- Class C, $17,319,000, affirmed at Aa3
  -- Class D, $28,142,000, affirmed at A2
  -- Class E, $19,484,000, affirmed at A3
  -- Class F, $19,483,000, affirmed at Baa1
  -- Class G, $21,648,000, affirmed at Baa2
  -- Class H, $19,483,000, affirmed at Baa3
  -- Class J, $4,330,000, affirmed at Ba1
  -- Class K, $6,494,000, affirmed at Ba2
  -- Class L, $4,330,000, downgraded to B1 from Ba3
  -- Class M, $4,329,000, downgraded to B2 from B1
  -- Class N, $6,495,000, downgraded to Caa1 from B2
  -- Class O, $4,329,000, downgraded to Caa2 from B3
  -- Class WM, $10,000,000, affirmed at Baa3

As of the Jan. 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by 1.9% to
$1.709 billion from $1.742 billion at securitization.  The
Certificates are collateralized by 114 loans, ranging in size from
less than 1.0% to 10.2% of the pool, with the top ten loans
representing 41.9% of the pool.  The largest loan in the pool is
shadow rated investment grade.

The pool has not experienced any losses to date.  Twenty-two
loans, representing 19.8% of the pool, are on the master
servicer's watchlist.  Currently there are three loans
representing 1.3% of the pool in special servicing.  Moody's is
projecting an aggregate loss of $7.9 million for the specially
serviced loans.

Moody's was provided with year-end 2006 and partial year 2007
operating results for 92.3% and 58.6% of the pool, respectively.   
Moody's weighted average loan to value ratio for the conduit
component is 104.5%, compared to 103.3% at securitization.  
Moody's is downgrading Classes L, M, N and O due to losses
expected from the specially serviced loans and increased LTV
dispersion.  Based on Moody's analysis, 10.7% of the pool has an
LTV ratio above 120.0%, compared to 6.0% at securitization.

The shadow rated loan is the Woodlands Mall Loan ($175.0 million -
- 10.2%), which is secured by the borrower's interest in a
1.4 million square foot mall located in Woodlands, Texas.  The
property is anchored by Dillard's, Foley's, Sears and J.C. Penney.   
The inline space was 99.9% occupied as of March 2007, compared to
94.9% at securitization.  The property is also encumbered by a
$10.0 million subordinate loan which secures the non-pooled Class
WM.  Moody's shadow ratings of the pooled and non-pooled loans are
Baa2 and Baa3, respectively, the same as at securitization.

The top three conduit loans represent 16.6% of the pool.  The
largest conduit loan is the Prime Outlets II Portfolio Loan
($150.0 million -- 8.8%), which is secured by three factory outlet
centers totaling 1.5 million square feet.  The centers are located
in Williamsburg, Virginia, Hagerstown, Maryland and Birch Run,
Michigan.  The portfolio was 94.0% occupied as of September 2007,
compared to 92.1% at securitization.  Moody's LTV is 107.1%,
compared to 111.8% at securitization.

The second largest conduit loan is the Eastern Shore Lifestyle
Centre Loan ($71.8 million -- 4.2%), which is secured by the
borrower's interest in a 557,500 square foot retail center located
in Spanish Fort, Alabama.  Major tenants include Barnes & Noble,
Bed Bath & Beyond and Pottery Barn.  The property is shadow
anchored by Dillard's.  The center was 89.4% occupied as of
September 2007, compared to 92.8% at securitization.  Moody's LTV
is 103.5%, compared to 99.2% at securitization.

The third largest conduit loan is the Chemed Center Leasehold Loan
($61.0 million -- 3.6%), which is secured by a 515,000 square foot
office property located in Cincinnati, Ohio.  The property was
84.9% occupied as of September 2007, compared to 82.6% at
securitization.  Moody's LTV is 96.7%, the same as at
securitization.


WACHOVIA BANK: Moody's Slashes Ratings on Three Classes to Low-B
----------------------------------------------------------------
Moody's Investors Service downgraded these ratings of three
classes of Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-Whale 7:

  -- Class BP-1, $2,021,238, Floating, downgraded to Ba1 from Baa2

  -- Class BP-2, $2,189,674, Floating, downgraded to Ba2 from Baa3

  -- Class CM, $1,200,000, Floating, downgraded to Ba3 from Baa3

Non-pooled Classes BP-1 and BP-2 are secured by junior components
of the Broadreach Pool Loan and non-pooled Class CM is secured by
a junior component of the Colonial Mall Myrtle Beach Loan.  
Classes BP-1, BP-2 and CM, which Moody's placed on review for
possible downgrade on November 8, 2007, have been downgraded due
to declines in property occupancies and net cash flows.

Two mortgage assets related to the Broadreach Pool Loan are in the
trust, the $71.6 million pooled portion and the $4.2 million
junior portion that supports non-pooled Classes BP-1 and BP-2.
There is also non-trust junior debt, with an outstanding balance
of $58.1 that has a provision for future funding in the maximum
amount of $16.5 million, to be applied to tenant leasing costs and
capital improvements.

The Broadreach Pool Loan is secured by cross-collateralized and
cross defaulted mortgages on eight properties comprised of 16
office and research & development buildings containing
approximately 900,648 square feet.  All of the properties are
located in suburban locations in Los Angeles County and San Diego
County, California.  As of the January 17, 2007 distribution date,
the trust balance has decreased approximately 15.8% to
$75.8 million from $90.0 million at securitization as the result
of the release of the Whittier Financial Center that was
originally in the pool.

Moody's was provided with rent rolls, dated Nov. 30, 2007, and
operating statements for each property for the trailing 11-month
period, ended Nov. 30, 2007.  As of November 2007, the portfolio
had a weighted average occupancy of 77.1% compared to 83.0% at
securitization.  Moody's adjusted net cash flow has declined
approximately 16.0% from securitization due primarily to lower
rental rates than forecasted for research & development space at
Morehouse Tech Center and Activity Business Center, and lower than
forecasted rental rates for office space at Glendale Corporate
Center.  In addition, insurance expenses have materially increased
since securitization. Moody's adjusted net cash flow is
approximately $9.7 million, compared to $11.6 million at
securitization for the remaining eight properties.  Moody's loan
to value ratio for the trust balance is 72.8%, compared to 64.2%
at securitization.  Moody's current shadow rating is Ba1, compared
to Baa2 at securitization.

Two mortgage assets related to the Colonial Mall Myrtle Beach Loan
are in the trust, the $35.0 million pooled portion and the
$1.2 million junior portion that supports non-pooled Class CM.   
There is also non-trust junior debt in the amount of
$14.0 million.

The Colonial Mall Myrtle Beach Loan is secured by a retail mall
located in Myrtle Beach, South Carolina that is anchored by Bass
Pro Outdoor World, Belk (two separate locations), J.C. Penney
(Moody's senior unsecured Baa3; positive outlook), and a 12-screen
movie theater.  The mall contains approximately 524,067 square
feet, of which approximately 466,446 square feet are collateral
for the loan.

As of Dec. 12, 2007, Colonial Mall Myrtle Beach had in-line
vacancy of 37.2%, compared to 25.0% at securitization.   
Additionally, Caddyshack Restaurant, which was new to the mall at
securitization, vacated a 6,252 square foot out-parcel.  The mall
is experiencing competitive pressures from Coastal Grand, a
930,000 square foot regional mall that opened in 2004
approximately 10 miles to the southwest.  Coastal Grand, the
largest retail facility in Myrtle Beach, is anchored by Dillard's,
Sears, Belk, Cinemark, Dick's Sporting Goods, and J.C. Penney
(scheduled to open during 2008).  Additionally, Colonial Mall
competes with an outlet center located across the street and
entertainment oriented retail centers located nearby.

Moody's adjusted net cash flow is $4.2 million, compared to
$5.2 million at securitization.  Moody's LTV is 82.9% for the
trust debt, compared to 66.7% at securitization.


WATERFORD EQUITIES: Seeks Court Nod to Obtain DIP Financing
-----------------------------------------------------------
Waterford Equities LLC and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Connecticut to
obtain debtor-in-possession financing from CapitalSource Finance
LLC, and to use CapitalSource's cash collateral.

The Debtors have been operating their businesses and managing
their properties through the use of cash collateral.  Pursuant to
previous orders from the Court, the Debtors have been authorized
to use cash collateral for approximately $52 million.  Their
secured creditors' security interests in the cash collateral were
continued.  As further adequate protection, the secured creditors
were granted replacement liens in the subject Debtors' property.

While the Debtors have been able to stay substantially current
with their postpetition obligations, the Debtors have an immediate
need to enter into the postpetition financing.  The Debtors said
that their current budget indicates a shortfall in the
availability of cash collateral in the coming weeks and the
Debtors' have an emergent need to obtain financing in order for
them to timely meet their postpetition obligations.

Under a proposed DIP agreement, the Debtors will obtain from
CapitalSource Finance -- as agent for other financial institutions
-- cash advances and other extensions of credit in an aggregate
principal amount of up to a $50 million on a revolving credit line
basis.  Each of the Debtors will be a primary obligor under the
DIP agreement.

The proceeds of the borrowings under the postpetition financing
will be used by the Debtors to:

   a) repay the Debtors' prepetition senior revolver debt;

   b) fund ongoing working capital and general corporate needs
      during their Chapter 11 cases;

   c) pay the fees, costs, expenses and disbursements of
      professionals retained by the Debtors and any statutory
      committees appointed in the Chapter 11 cases;

   d) pay the costs and expenses of the committees as approved by
      the Court, and other bankruptcy-related costs as allowed by
      the Court; and

   e) pay the fees and expenses owed to the lenders under the DIP
      agreement.

The Debtors further explained that CapitalSource presented the
Debtors with the best available financing package, based upon
price, commitment amount, and other factors.

As adequate protection, the Debtors grant the lender valid,
binding, enforceable, and duly perfected security interests in and
liens upon all of the currently owned or acquired property and
assets of Debtors of any kind or nature.

                       Committee's Objection

According to the Official Committee of Unsecured Creditors
appointed in the Debtors' Chapter 11 cases, if the Debtors'
financing request will be granted, it would:

   a) preordain the outcome of these cases by mandating a
      liquidation of all of the Debtors' assets before the end of
      March 2008, and before there has been any determination that
      a sale is in the best interests of the estate;

   b) would permanently foreclose any challenge, by any party, to
      the amounts of the prepetition debts asserted by the
      lender and to the validity, priority and perfection of the
      liens allegedly securing those debts;

   c) would roll up the lender's prepetition debts into the
      postpetition revolving facility in a way that disguises a
      doubling of fees and an improper preference of the pre-
      petition debts;

   d) would effect a de facto substantive consolidation of the
      Debtors' estates, with no showing of any grounds for such
      consolidation; and

   e) would enable the lender to recover any shortfall by
      suing the unsecured creditors for avoidance recoveries.

The financing request, says the Committee, seeks vast concessions
from the Debtors and its other creditors and overbroad and
unnecessary protections to the lender, and it does so on too
little notice.

                     About Waterford Equities

Based in Middletown, Connecticut, Waterford Equities LLC --
http://www.havenhealthcare.com/-- provide nursing care
to the elderly in New England, Connecticut.  The company operates
health centers and assisted living facilities.  In addition, the
company specializes in short-term rehabilitative care and long-
term care.

The company and 44 of its affiliates filed for Chapter
11 protection on Nov. 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719), while three of the Debtors' affiliates filed for
protection no later than Jan. 15, 2008.  Moses and Singer LLP is
the Debtors' proposed counsel.  When the Debtors filed for
protection against their creditors, it listed assets and debt
between $1 Million to $100 Million.  The Debtors' consolidated
list of their 50 largest unsecured creditors showed total claims
of more than $20 million.


WERNER LADDER: Creditors Sue Former Owners Insiders for $1 Billion
------------------------------------------------------------------
Creditors of Werner Holding Co. (DE) Inc., now known as Old Ladder
Co. (DE) Inc., have filed in the U.S. District Court for the
Southern District of New York a $1,000,000,000 damage lawsuit
against the company's former owners and other insiders, accusing
them of stripping nearly $500,000,000 in cash out of the company
before its bankruptcy liquidation.

According to the Associated Press, an "expensive bid" to
restructure Werner Holding Co. (DE), Inc., and its debtor-
affiliates in Chapter 11 failed in 2007, "leaving hedge funds
including Levine Leichtman Capital Partners to take over the
Debtors' remaining operations in a deal that left more than
$1 billion in unpaid debt."

"Shareholders and insiders transformed the otherwise successful
company into their own mint, causing it to incur hundreds of
millions of dollars in unnecessary bank and bond debt," according
to court papers filed on January 24, 2008, in the District Court.

The lawsuit alleges that former owners drained the company of
cash in 1997 and in 2003, while "hiding serious problems
including crumbling relationships with its largest customer, Home
Depot," AP relates.  In addition, creditors were dismayed when
the former owners reduced workforce in half by transferring jobs
to Mexico.  The complaint further alleges that Werner insiders,
aided and abetted by professionals, lied to lenders and
bondholders while piling on debt and "sent the company into its
death spiral," the report adds.

The creditors are seeking damages from members of the Werner and
Solot families that once owned the company, and from investors
and advisers, including:

   * Britain-based Investcorp Bank B.S.C.;

   * Leonard Green & Co., a $5,300,000,000 private equity fund
     based in Los Angeles;

   * Murray Devine & Co., a financial valuation firm in
     Philadelphia; and

   * adviser Loughlin Meghji & Co. Inc.

The action was commenced by Old Ladder Litigation Co., LLC, the
litigation designee on behalf of the Liquidation Trust as defined
in the Second Amended Plan of Liquidation, as confirmed on
October 25, 2007.  Pursuant to the Plan, the Litigation Designee
was established and appointed to investigate and prosecute causes
of action against third parties, including those held by the
Debtors against former shareholders, officers, directors,
managers and professionals.  The Plan also authorizes the
Litigation Designee to evaluate and determine strategy, prosecute
and resolve the Causes of Action, and to effectuate the transfer
of those privileges, protections and immunities.

A spokeswoman for Investcorp declined to comment, while Leonard
Green, Murray Devine, and Loughlin Meghji were not available for
comment, AP says.  Members of the Werner and Solot families could
not be reached for comment on the case, AP further discloses.

           New Werner Says It Is Not Part of $1-Bil. Suit

Werner Co. clarified that it is not the subject of the litigation
commenced by a litigation trust set up by the bankruptcy estate
of the former company on Thursday, January 24, 2008 in the U.S.
District Court in the Southern District of New York.

Werner Co. is a newly formed corporation that purchased
substantially all the assets of the old Werner companies during
their bankruptcy in 2007.  New Werner is a separate company and is
not a party to the litigation involving the remnants of the former
companies.

"We want to assure all of our customers, suppliers and other
stakeholders that Werner continues to be a strong, growing and
vibrant company and its employees are committed to maintaining
Werner's position as the leading climbing products manufacturer
and distributor in the world," said Bill Allen, Chief Executive
Officer of Werner.  "Our product line and customer service
continues to be world class in our industry."

"We've issued this press release to clarify the news reports
of this lawsuit so that our business partners will not experience
confusion about our company.  Werner Co. is not being sued in the
case and any suggestion that it is a defendant is baseless and
inaccurate.  Unfortunately, new Werner Co. continues to be
mistaken for the former company that was in bankruptcy," said Mr.
Allen.

Steve Deckoff, Chairman of the Board of Werner Co. stated,
"On behalf of the Board of Directors and the investors of the
company, I want to reinforce our support of Werner and its
employees.  We are extremely disappointed that there has been
confusion regarding this case and new Werner will continue to
work to assure that it doesn't experience any negative impact
from this lawsuit."

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--             
manufactures and distributes ladders, climbing equipment and
ladder accessories.  The company and three of its affiliates filed
for chapter 11 protection on June 12, 2006 (Bankr. D. Del. Case
No. 06-10578).   

The Debtors are represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. is the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors is represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.   
Jefferies & Company serves as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  The Debtors'
exclusive period to file a chapter 11 plan expired on
June 30, 2007.

On June 11, 2007, the Werner Debtors completed the sale of
substantially all of their assets for $265,000,000 to an investor
group led by Black Diamond Capital Management LLC.  The new
company assumed the name "Werner Co."

On June 19, 2007, the Creditors Committee submitted its
Liquidating Plan and Disclosure Statement for Werner.  On
Sept. 10, 2007, the Committee filed an Amended Plan and Disclosure
Statement.  On Sept. 13, 2007, the Committee filed its 2nd Amended
Plan and on September 14, the Court approved the adequacy of the
Amended Disclosure Statement explaining the 2nd Amended Plan.  The
Court confirmed the 2nd Amended Plan on October 25.

Werner Co. is a newly formed corporation that purchased
substantially all the assets of the old Werner companies during
their bankruptcy in 2007.  (Werner Ladder Bankruptcy News, Issue
No. 50; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


WEST CORP: Dec. 31, 2007 Balance Sheet Upside Down by $2.2 Million
------------------------------------------------------------------
West Corporation has reported its fourth quarter and full year
2007 results.

For the fourth quarter ended December 31, 2007, revenues were
$539.6 million compared to $496.4 million for the same quarter
last year, an increase of 8.7 percent.

The company's balance sheet for year ended Dec. 31, 2007 showed a
stockholders' deficit of $2.2 million.

For the year ended Dec. 31, 2007, revenues were $2.1 million
compared to $1.8 million for 2006, an increase of 13.1 percent.   
Revenue from acquired entities accounted for $164.2 million of the
$243.5 million increase.  Organic revenue growth for 2007 was
$79.3 million, an increase of 4.3 percent over 2006.

"West had another solid year of growth and profitability," Thomas
B. Barker, chief executive officer of West Corporation  said.  
"For the first time, the company had revenues in excess of
$2 billion. West also had record operating income in 2007."

"We will continue to focus our growth on those areas of our
business that are most profitable," Mr. Barker added.

During the quarter, the company recorded a $15.0 million accrual
in the communication services segment related to a potential
settlement of its Sanford and Ritt class actions previously
disclosed in its periodic filings with the securities and exchange
commission and $3.5 million in impairment and site closure charges
in its receivables management segment.  These two items resulted
in a 530 basis point reduction in the communication services
segment fourth quarter operating margin, a 490 basis point
reduction in the receivables management fourth quarter operating
margin and a 340 basis point reduction in consolidated fourth
quarter operating margin.

                    Balance Sheet and Liquidity

At Dec. 31, 2007, West Corporation had cash and cash equivalents
totaling $141.9 million and working capital of $187.8 million.   
Fourth quarter depreciation expense was $26.1 million and
amortization expense was $19.8 million.  Cash flow from operating
activities was $68.2 million and was impacted by cash paid for
interest expense of $106.9 million.  Adjusted EBITDA for the
fourth quarter was $142.6 million, or 26.4 percent of revenue.

Cash flow from operating activities for 2007 was $250.7 million,
compared to $196.6 million for 2006.  Cash paid for interest
expense in 2007 was $302.5 million.  Adjusted EBITDA for 2007 was
$584.1 million ($572.7 million excluding non-recurring interest
income), an increase of 16.4 percent, versus $501.9 million in
2006.  Adjusted EBITDA as a percent of revenue grew to 27.8
percent in 2007 from 27.0 percent in 2006.  A reconciliation of
adjusted EBITDA to cash flow from operating activities is
presented below.

"During the quarter, we invested $29.9 million in capital
expenditures primarily for equipment and infrastructure," Paul
Mendlik, chief financial officer of West Corporation stated.  "For
the year, our capital expenditures totaled $103.6 million, or 4.9%
of revenues."

                      About West Corporation

Based in Omaha, Nebraska, West Corporation -- www.west.com --  
provides outsourced communication solutions to companies,
organizations and government agencies.  West helps its clients
communicate effectively, maximize the value of their customer
relationships and drive greater profitability from every
interaction.  The company's integrated suite of customized
solutions includes customer acquisition, customer care, automated
voice services, emergency communications, conferencing and
accounts receivable management services.


WILLIAM SCALES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: William Clinton Scales, Jr.
        Madeline Patricia Scales
        3625 Shandwick Place
        Birmingham, AL 35242

Bankruptcy Case No.: 08-00422

Chapter 11 Petition Date: January 31, 2008

Court: Northern District of Alabama (Birmingham)

Debtors' Counsel: Frederick Mott Garfield, Esq.
                  Sexton & Associates, PC
                  1330 21st Way South
                  Birmingham, AL 35205
                  Tel: (205) 558-4997
                  Fax: (205) 558-4997
                  http://www.sextonattys.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtors did not file a List of their 20 Largest Unsecured
Creditors.


* Fed Reserve Banks Board OKs Move to Cut Discount Rate to 3.5%
---------------------------------------------------------------
The Federal Reserve Board on Thursday approved actions by the
Boards of Directors of the Federal Reserve Banks of Richmond,
Minneapolis, and Dallas, decreasing the discount rate at the Banks
from 4% to 3.5%, effective immediately.

The Federal Open Market Committee decided to lower its target for
the federal funds rate 50 basis points to 3%.

Financial markets remain under considerable stress, and credit has
tightened further for some businesses and households.  Moreover,
recent information indicates a deepening of the housing
contraction as well as some softening in labor markets.

The Committee expects inflation to moderate in coming quarters,
but it will be necessary to continue to monitor inflation
developments carefully.

                  Downside Risks to Growth Remain

The recent policy action, combined with those taken earlier,
should help to promote moderate growth over time and to mitigate
the risks to economic activity.  However, downside risks to growth
remain.  The Committee will continue to assess the effects of
financial and other developments on economic prospects and will
act in a timely manner as needed to address those risks.

Voting for the FOMC monetary policy action were: Ben S. Bernanke,
Chairman; Timothy F. Geithner, Vice Chairman; Donald L. Kohn;
Randall S. Kroszner; Frederic S. Mishkin; Sandra Pianalto; Charles
I. Plosser; Gary H. Stern; and Kevin M. Warsh.  Voting against was
Richard W. Fisher, who preferred no change in the target for the
federal funds rate at this meeting.

In a related action, the Board of Governors unanimously approved a
50-basis-point decrease in the discount rate to 3.5%.  In taking
this action, the Board approved the requests submitted by the
Boards of Directors of the Federal Reserve Banks of Boston, New
York, Philadelphia, Cleveland, Atlanta, Chicago, St. Louis, Kansas
City, and San Francisco.


* Fitch Says U.S. Auto Loan ABS in for a Bumpy Ride in 2008
-----------------------------------------------------------
U.S. auto loan asset-backed securities are in for a bumpy ride in
2008 as loss severity levels on defaulted loans are expected to
increase, according to Fitch Ratings in a new report.  Fitch's
report 'Loss Severity in Auto-Loan ABS Under Pressure in 2008',
discusses key factors that drive loss severity in auto ABS
including lengthening loan terms (longer than 60 months), rising
loan-to-value ratios, incentives, and the state of the wholesale
vehicle market.

Auto lenders have been extending loan terms beyond 60 months in
greater frequency in the past few years, resulting in a
significantly higher percentage of these loans in securitized
pools.  Longer term loans typically produce higher loss severity
levels resulting in increased net loss rates.  Higher LTVs
combined with rising transaction prices accelerate the risk of
loss severity in auto ABS.

The state of the wholesale vehicle market plays a vital role in
determining loss severity levels in auto ABS pools.  Various
factors in the used vehicle market influence loss severity
including the economic environment; new vehicle supply, production
and prices; incentive levels; and vehicle characteristics.

Auto lenders originating and underwriting longer term loans and
higher LTVs in 2008 will be confronted with higher loss frequency
as default levels rise resulting in increased net loss rates in
their portfolios.  "The current waning health of the economy,
combined with a pressured wholesale vehicle market, will add to
the concerns surrounding loss severity in auto ABS this year,"
said Hylton Heard, a Director in Fitch's ABS Group.


* Fitch Says High Operating Cost to Extend Pressures on Food Cos.
-----------------------------------------------------------------
In a new report, Fitch Ratings says it expects higher operating
costs will continue to pressure the profitability of commodity
food companies and those with commodity-oriented product lines in
2008.

Fitch anticipates that strong foreign grain exports and demand for
corn will continue to support higher than normal feed grain
prices.  Poultry firms, such as Tyson Foods, Inc. and Pilgrims
Pride Corp, are most a risk because corn and soybean meal can
represent up to 40% of their variable costs.

High feed costs for cattle along with strong dairy export demand
could continue to place upward pressure on raw milk prices.  Raw
milk is the primary input for dairy companies such as Dean Foods
Co.

Despite potential relief on European banana tariffs, fresh produce
companies, such as Dole Food Co. and Chiquita Brands
International, will continue to feel the affect of high fuel
prices and shipping costs.  These firms source a significant
portion of their products from tropical locations in Latin and
Central America.

Del Monte Foods Co. continues to benefit from a more diversified
higher margin product mix consisting of pet food and snacks.  
However, the profitability of the company's commodity-oriented
StarKist tuna business is expected to remain strained until raw
tuna supply/demand conditions experience meaningful improvement.

"Increased pricing will not offset all of the higher costs for
industry participants," said Carla Norfleet Taylor, Director,
Fitch Ratings.  "Despite higher than average food cost inflation,
commodity-oriented businesses have less pricing power than
packaged food companies due to the lack of significant
differentiation in their products."

The continued difficult operating environment, limited earnings
visibility and lack of significant debt reduction could result in
moderate credit measure deterioration for some issuers.  Despite
thin margins and minimal free cash flow, liquidity is not
expected, at least in the near-term, to be an issue for any of the
companies in Fitch's universe.


* Fla. Amendment 1 to Affect Local Govt. Issuer Credit, Fitch Says
------------------------------------------------------------------
Fitch Ratings believes that the passage by Florida voters of
Amendment 1, in conjunction with other events and trends facing
Florida communities, presents challenges to maintenance of
financial flexibility and could affect the credit quality of local
government issuers.  The amendment changes the state constitution
to increase exemptions on homesteaded and non-homesteaded
properties and limits the growth in taxable assessed value of non-
homesteaded properties.  Recently, statutory property tax reform,
a declining real estate market, increasing property insurance
costs, reduced access to funds on deposit with the local
government investment pool, and a slowdown in sales tax revenues
have to varying degrees affected Florida local governments'
ability to maintain the financial flexibility that many have built
up over several years of strong economic and tax base gains.

Fitch will continue to evaluate the impact of these developments
on credit quality and will take rating action if circumstances
warrant.  Fitch believes the most vulnerable issuers are those
that did not enter this period of slowdown and uncertainty with a
strong financial position and those that did not anticipate a real
estate downtown, highlighting the importance of sound financial
management and planning in Fitch's rating analysis.

On Jan. 29, Florida voters approved Amendment 1 to the state
constitution, which has several provisions that could both lower
existing TAV and limit its growth.  Fitch has discussed with many
Florida local government issuers over the last few months the
potential impact to property tax revenues following the
amendment's passage. In some cases, issuers estimate that the loss
of revenue will be significant if they take no other actions.  
However, Fitch believes that revenue growth constraints imposed by
statutory property tax reform passed by the state legislature last
June has had a greater direct impact on local issuers' revenue-
raising flexibility, since, unlike Amendment 1, the statutory
measures limit the amount of property taxes that can be levied.  
The full impact to TAV of Amendment 1 is difficult to determine as
the portability component depends on the level and location of
migration within the state.  Portability allows residents to
transfer a portion of the difference between assessed and market
value under the Save Our Homes provisions of the Florida state
constitution to another new home within the state.

Unlike the statutory reform, some components of the constitutional
reform will apply to school districts, namely portability and the
tangible personal property exemption.  Fitch will review with the
state its plans to address school funding shortfalls that could
result from the amendment.  While state reserve levels are
currently large, the state's finances are under pressure from the
downturn and revenue deterioration.


* Fitch Ends Review of Closed-end Funds' Share Issue Ratings
------------------------------------------------------------
Fitch Ratings has completed a review of its preferred share issue
ratings of closed-end funds which invest either exclusively or in
significant proportion in municipal securities.  Based on the
review, no rating actions have been taken.  The review of these
ratings follows Fitch's downgrade of FGIC Corporation's Insurer
Financial Strength and the recent downgrades of Ambac Assurance
Corp and Security Capital Assurance Ltd/XLCA.

Fitch conducted stress tests applying 'worst case' discount
factors to all affected portfolio assets. All preferred share
issues passed the covenanted Fitch Basic Maintenance Test, a
measure of overcollateralization, even with stress discount
factors applied to all holdings in calculating the test.  The
haircuts applied to the assets are based on asset type and are a
reflection of Fitch's stress level expectations of potential loss
in market value on a particular asset at a given rating level
during the applicable exposure period.

Fitch will continue to closely monitor fund holding reports and
the liquidity and pricing trends for affected holdings as events
unfold affecting the bond insurance industry and the municipal
securities market.

In addition to issuing common shares which are traded on stock
exchanges, closed-end funds may be leveraged through the issuance
of debt and/or equity, typically in the form of auction rate
securities.  Under the 1940 Act, closed-end funds are required to
maintain asset coverage amounts of at least 200% with respect to
senior securities and at least 300% with respect to debt
securities issued by the fund.  Fitch's BMA test involves the
application of Fitch advance rates which have been derived based
on the expected price volatility and liquidity of the assets in
the pool.


* Fitch Says Net Loss on U.S. Auto Loan Rose to 1.34% in Dec. 2007
------------------------------------------------------------------
Prime annualized net losses on U.S. auto-loan asset-backed
securities rose to 1.34% in December 2007, a 15.5% jump over
November and surging 60% higher on a year-over-year basis versus
December 2006, as reported in the Fitch Ratings quarterly auto ABS
newsletter 'In the Auto ABS Driver's Seat', published earlier.  
The ANL rate has more than double through the end of 2007 compared
with the rate of 0.66% recorded just six months earlier in June
2007.  While increasing in absolute and percentage term, prime ANL
performance through the end of 2007 remained within range of the
levels experienced in 2003-2005.

Fitch's prime 60+ day delinquency index rose to 0.69% in December
2007, 6.2% above November but 30% higher versus December 2006, and
well above levels produced in 2003-2005.  Prime cumulative net
losses were 0.68% in December 2007 rising 4.6% over November, and
8% higher on a yearly basis.

Subprime auto ABS continued to display weaker performance in
December 2007. 60+ days delinquencies hit 3.66% in December, 4%
higher than in November and rising 35% on a year-over-year basis.  
Subprime ANL hit 7.56% in December 2007, 3% up over November.  On
a yearly basis, ANL were 14.5% higher in December 2007 versus the
same period in 2006.

In coming months, Fitch doesn't expect to see much relief in sight
for auto ABS performance in both the prime and subprime sectors.  
Current conditions in the economy along with a softer wholesale
market will further pressure performance, despite this time of the
year usually being a seasonally stronger period.


* S&P Takes Action on 6,389 Subprime RMBS and 1,953 CDO Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed on CreditWatch with
negative implications or downgraded its ratings on 6,389 classes
from U.S. residential mortgage-backed securities transactions
backed by U.S. first-lien subprime mortgage collateral rated
between January 2006 and June 2007.  At the same time, it placed
on CreditWatch negative 1,953 ratings from 572 global CDO of
asset-backed securities and CDO of CDO transactions.
  
The affected U.S. RMBS classes represent an issuance amount of
approximately $270.1 billion, or approximately 46.6% of the par
amount of U.S. RMBS backed by first-lien subprime mortgage loans
rated by Standard & Poor's during 2006 and the first half of 2007.   
The CDO of ABS and CDO of CDO classes with ratings placed on
CreditWatch negative represent an issuance amount of approximately
$263.9 billion, which is about 35.2% of Standard & Poor's rated
CDO of ABS and CDO of CDO issuance worldwide.
  
Standard & Poor's has completed its global review of all its rated
asset-backed commercial paper conduits with exposure to these U.S.
RMBS and CDO classes and confirms that none of its ratings on any
outstanding ABCP notes will be adversely affected solely as a
result of these rating actions.
  
Standard & Poor's has also completed its review of all Standard &
Poor's rated structured investment vehicle and SIV-lite structures
with regard to exposure to these U.S. RMBS classes.  This review
shows that there are nine SIVs with exposure to 133 of the
affected tranches.  The vast majority of the exposure is to
tranches with ratings placed on CreditWatch.  These exposures
are primarily in SIVs that have restructured, defaulted already,
or are receiving liquidity support, and therefore the SIVs are not
adversely affected by these rating actions.  Of the five SIV-lites
originally rated, only one is currently still operating and has
been restructured.  This review of this SIV-lite shows that there
is exposure to two of the affected U.S. RMBS classes, and the
ratings are not adversely affected by these rating actions.
  
Rating Actions on 2006 and 2007 Vintage First-lien Subprime RMBS
  
S&P lowered its ratings on 2,607 classes from the 2006 vintage
RMBS backed by first-lien subprime mortgage collateral.  The
balance of these downgraded classes was approximately
$34.7 billion as of the December 2007 distribution date.  These
rating actions bring the total number of classes issued during
this period and downgraded to date to 2,651.  In total, the
downgraded classes represent an original par amount of
approximately $35.2 billion, which is 8.2% of the $422.0 billion
original par amount issued during 2006.  Approximately $17.6
billion of the total amount downgraded represents repeat rating
actions.
  
S&P placed on CreditWatch negative 2,035 classes issued during
2006.  These classes had an original principal balance of $182.0
billion and had paid down to $136.0 billion as of the December
2007 distribution date.  In total, these actions represent
approximately 42.4% of the total amount of subprime transactions
rated by Standard & Poor's during 2006 ($428 billion; total
slightly adjusted to reflect reclassification of mortgage pools).   
In addition, 44 classes remain on CreditWatch negative, 29 of
which were placed there due to transaction performance and 15 in
connection with the placement on CreditWatch negative of Ambac
Assurance Corp.'s 'AAA' financial strength rating.  S&P affirmed
its ratings on the outstanding remaining 1,735 classes issued
during 2006.   
  
The RMBS rating downgrades for the 2007 vintage include 1,180
classes backed by first-lien subprime mortgage collateral.  The
balance of the downgraded classes was approximately $15.4 billion
as of the December 2007 distribution date.  These rating actions
resolve the CreditWatch negative placements of 19 of the subprime
classes placed there on Oct. 17, 2007.  Of the remaining 13
subprime classes placed on CreditWatch negative, five are due to
transaction performance and eight are due to the placement on
CreditWatch negative of Ambac.  These rating actions bring the
total number of classes issued during this period and downgraded
to date to 1,188.  In total, the downgraded classes represent an
original par amount of approximately $15.9 billion, which is
10.6% of the $150.4 billion original par amount issued during 2007
(the original par amount was adjusted to reflect the
reclassification of the mortgage pools).  Approximately
$14.7 billion of the total amount downgraded represents repeat
rating actions.
  
S&P placed on CreditWatch negative 567 classes issued during 2007.   
These classes had an original principal balance of $37.8 billion
and had paid down to $34.8 billion as of the December 2007
distribution date.  In total, these actions represent
approximately 25% of the total amount of subprime transactions
rated by Standard & Poor's during the period of issuance
($150.4 billion).  S&P affirmed the ratings on the outstanding
remaining 691 classes issued during 2007.   
  
These rating actions follow Standard & Poor's announcement on
Jan. 15, 2008, of further revised assumptions for surveilling RMBS
transactions backed by U.S. residential mortgage collateral and
planned revisions to assumptions used for CDOs of ABS.

These rating actions incorporate S&P's most recent economic
assumptions and reflect its expectation of further defaults and
losses on the underlying mortgage loans and the consequent
reduction of credit support from current and projected losses.   
Later in this media release S&P discusses in more detail the
changes to S&P's surveillance assumptions for all of RMBS
securities.  This includes the application of lifetime expected
losses, its revised expected losses for 2006, its expected losses
for 2007, and its view of the potential effect of loan
modifications.
  
           CDO of ABS and CDO of CDO CreditWatch Placements
  
These CDO CreditWatch negative placements result from several
factors, including the effect of these rating actions on first-
lien subprime RMBS classes.  These subprime RMBS classes represent
a large proportion of the collateral assets held by mezzanine and
high-grade CDOs.  Mezzanine CDOs are CDOs of ABS typically
collateralized at origination primarily by 'A' through 'BB' rated
tranches of RMBS and other structured finance assets, while
high-grade CDOs are CDOs of ABS typically collateralized at
origination primarily by 'AAA' through 'A' rated tranches of RMBS
and other structured finance transactions.  Generally speaking,
the credit performance of the underlying assets is the most
important determinant of CDO rating performance, and these RMBS
rating actions will significantly affect the ratings assigned to a
large number of 2006 and 2007 vintage mezzanine and high-grade
CDOs.  Mezzanine and high-grade CDOs have, on average,
approximately 67% and 40% collateral exposure to subprime RMBS,
respectively.
  
The CDO CreditWatch placements also result from S&P's estimate of
the effect of the changes Standard & Poor's is making to the
recovery rate and correlation assumptions it uses to assess U.S.
RMBS held within CDO collateral pools.  These assumptions are used
for both the rating of new CDO transactions and the monitoring of
existing CDO transactions.  S&P has placed on CreditWatch negative
the ratings of CDO tranches for which it expects to see a negative
rating impact from the lower recovery rate assumptions and higher
correlation assumptions.  Standard & Poor's announced on Jan. 15,
2008 that these assumptions were in the process of being revised.
S&P expects to publish certain revised correlation and recovery
rate numbers within the next several days.
  
Included in these CreditWatch negative placements are ratings from
213 non-excess-spread synthetic CDO transactions.  S&P will
resolve these placements after the updated correlation and
recovery assumptions have been released and incorporated into CDS
Accelerator.  CDS Accelerator is the analytical tool through which
the non-excess-spread synthetic CDO transactions are run each
month to generate synthetic rated overcollateralization numbers,
which serve as the foundation of the surveillance process for
these transactions.  S&P expects to be in a position to
incorporate CDS Accelerator with the new CDO recovery rate and
correlation assumptions within the next several weeks.
  
For the 359 cash flow and hybrid CDO transactions with ratings
placed on CreditWatch negative, the timing of the resolution will
depend in part on the nature of the underlying collateral pool.
Standard & Poor's expects to resolve the CreditWatch placements on
the affected cash flow and hybrid mezzanine CDO of ABS
transactions within the next six weeks.  The resolution of the
CreditWatch placements on most high-grade CDOs will occur after
the reviews for the mezzanine CDOs and after the resolution of
these CreditWatch placements on 'AAA' and 'AA' rated tranches from
the 2007 vintage first-lien subprime RMBS transactions.   Because
most high-grade CDOs are collateralized in part by highly rated
classes from subprime RMBS transactions, the resolution of these
RMBS CreditWatch negative placements should provide input into the
analysis for these CDO transactions.

Additionally, the reviews of high-grade CDOs will follow the
reviews for mezzanine CDOs because high-grade CDOs originated
during 2006 and 2007 have an average of 10% to 12% collateral
exposure to senior tranches issued by mezzanine CDOs.  To the
extent that mezzanine CDO tranches held within a given high-grade
SF CDO's portfolio are impacted by these RMBS downgrades, this
may affect the outcome of the high-grade CDO review.  The
CreditWatch placements on the CDO of CDO transaction ratings
should follow the reviews of the ratings on the underlying CDO
transactions.
  
Including these CDO CreditWatch placements, globally Standard &
Poor's has lowered the ratings on a total of 1,383 tranches from
420 CDOs, and has placed on CreditWatch negative the ratings on
2,880 tranches from 719 CDOs, as a result of RMBS credit
deterioration and stress in the U.S. residential mortgage market,
affecting a total of $357.6 billion in CDO issuance.

               Factors Driving RMBS Rating Actions
  
                  Mortgage Pool Performance-2006
  
Monthly performance data reveal that delinquencies and
foreclosures continue to accumulate at an increasing rate for the
2006 vintage.  Since July 2007, cumulative losses on all U.S.
subprime RMBS transactions issued during 2006 are 1.13%, an
increase of 156%.  At the same time, total and severe
delinquencies have increased by 49% and 66%, respectively.  As of
the December 2007 distribution date the total delinquency rate had
increased to 28.79% and severe delinquencies were 18.83%.
  
This delinquency trend, together with loan level risk
characteristics and continuing deterioration in the macroeconomic
outlook, has caused S&P to increase its lifetime loss projection
to 19% from the 14% S&P projected at mid-year 2007 based on
performance up to that date.  At that time, the range for expected
losses was 12%-16%, but this range has now increased to 18%-20%.
  
                 Mortgage Pool Performance-2007
  
The transactions issued during the first half of 2007 have what
S&P considers to be an established trend of poor delinquency
performance and have already realized losses.  Many of these
transactions closed with approximately 1%-3% of loans already
seasoned by several months.  Since July 2007, cumulative losses on
the subprime RMBS transactions issued during the first half of
2007 have increased to 0.25% from approximately 0.01%.  At the
same time, total delinquencies have grown to 20.40% from 7.43% and
severe delinquencies have grown to 11.51% from 2.48%.  As of the
December 2007 distribution date, the total delinquency rate had
increased to 20.4% and severe delinquencies were 11.51%.  S&P is
projecting lifetime losses for these transactions to be around
17%, with a range of approximately 16%-18%.
  
S&P's loss projections on the 2007 vintage are based on an
analysis of the loan characteristics and relative vulnerability to
property value declines.  Credit scores, loan-to-value ratios, and
combined loan-to-value ratios are comparable to mortgages sold in
2006.  The pools from the first half of 2007 have a higher
percentage of fixed-rate loans, a lower percentage of 2/1
adjustable-rate mortgages, a lower percentage of low-doc or no-doc
loans, and a lower percentage of loans used for purchase.  Data
analysis shows that these differences yield an overall lower risk
profile for the H1 2007 vintage.
  
Moreover, an analysis of the S&P/Case-Shiller National House Price
Index shows that price declines from 2006 are larger than the
declines experienced since the first half of 2007, on average, by
approximately 2%.  By comparing the index change from 2006 to the
October 2007 reported index, S&P notes that prices have declined
about 6% on average.  Similarly, comparing the index change from
the first half of 2007 to the October reported index, prices have
declined about 4% on average.  Thus, loans from the 2006 vintage
are secured by properties that have suffered greater declines on
average than the properties backing the 2007 vintage.  As a
result, S&P believes the projected losses will be slightly lower
than those for 2006.

          Factors Driving New RMBS Surveillance Assumptions
  
In reviewing the 2006 and 2007 subprime transactions, S&P employed
the surveillance assumptions announced on Jan. 15, 2008, and
described in "U.S. RMBS Surveillance, CDO Of ABS Assumptions
Revised Amid Defaults, Negative Housing Outlook."  S&P believes
that the application of expected lifetime losses has become
appropriate as the depth and duration of the housing downturn
continues to increase.  In most cases S&P loss expectations exceed
the credit enhancement available for the average 'A' rated class
and below.  As a result, those classes that had expected lifetime
losses greater than credit enhancement had their ratings lowered
to 'CCC'.  

In addition, the ratings on many of the 2006 notes previously
rated 'B' and 'CCC' and various ratings from pools with
extraordinarily high levels of severely delinquent loans were
lowered to 'CC' as S&P's analysis revealed that these classes have
a greater likelihood of default in the nearer term.  S&P views as
to the ability of a class to withstand losses in excess of S&P's
projections determined the extent to which a rating was adjusted.   
In anticipation of increased loan modifications, S&P discounted
the excess spread available to cover credit losses.  These
assumptions are consistent with scenarios recently published in
"Reviewing The Impact Of Rate Freezes On Rated U.S. First-Lien
Subprime RMBS under two scenarios," on dec. 21, 2007.
  
              RMBS Rating Actions and What S&P Can Expect
  
                    'AAA' And 'AA' Rating Levels
  
By number of ratings, S&P placed on CreditWatch negative
approximately 45% of the outstanding 'AAA' and 57% of the 'AA'
rating categories from the 2006 vintage.  At the same time, S&P
placed on CreditWatch negative approximately 20% of the
outstanding 'AAA' and 93% of the 'AA' rating categories from the
first half of 2007.
  
While each of the certificate classes placed on CreditWatch
negative currently lack what S&P believes to be a sufficient
amount of credit enhancement in excess of projected losses,
subsequent rating actions will not occur until additional analysis
is completed on each of the individual classes affected.  S&P
expects to further evaluate the adequacy of credit enhancement
given the recent cuts to the federal fund rates and their effect
on excess spread, the date of projected defaults versus the date
of payment in full, and the relationships between projected credit
support and projected losses throughout the remaining life of the
certificates.
  
Tables 1 and 2 show the classes with ratings lowered and placed on
CreditWatch negative as a percentage of the original balance of
the total amount affected ($215 billion for 2006 and $53 billion
for 2007).
  
                              Table 1
                           2006 Vintage

                   Total                 actions
       Rating      Downgrades            CreditWatch negative
       ------      ----------            --------------------
       AAA         $0.00                   69.08%
       AA+         $0.00                    5.27%
       AA          $0.00                    6.79%
       AA-         $0.00                    2.59%
       A+          $2.41                    0.05%
       A           $1.90                    0.03%
       A-          $1.36                    0.02%
       BBB+        $2.34                    0.03%
       BBB         $0.78                    0.03%
       BBB-        $0.66                    0.02%
       BB+         $0.51                    0.02%
       BB          $1.94                    0.01%
       BB-         $0.03                    0.00%
       B+          $0.10                    0.00%
       B           $2.25                    0.00%
       B-          $0.01                    0.00%
       CCC         $1.79                    0.00%
       Total       $16.08                  83.92%
   
                              Table 2
                           2007 Vintage

                   Total                 actions
       Rating      Downgrades            CreditWatch negative
       ------      ----------
--------------------           
       AAA         $0.00                   45.94%
       AA+         $0.00                   12.94%
       AA          $0.00                    8.74%
       AA-         $0.00                    3.33%
       A+          $2.10                    0.00%
       A           $3.14                    0.00%
       A-          $2.77                    0.00%
       BBB+        $3.43                    0.00%
       BBB         $3.39                    0.00%
       BBB-        $3.54                    0.00%
       BB+         $3.76                    0.00%
       BB          $2.94                    0.00%
       BB-         $2.15                    0.00%
       B+          $1.09                    0.00%
       B           $0.27                    0.00%
       B-          $0.48                    0.00%
       CCC         $0.00                    0.00%
       Total       $29.04                   70.96%
  
                         Economic Factors
  
On a macroeconomic level, S&P expects that the U.S. housing
market, especially the subprime sector, will continue to decline
before it improves, and S&P expects housing prices will continue
to come under stress.  Recent industry reports reveal that housing
prices have declined by approximately 6% since the start of 2006
and approximately 4% since the start of 2007.  Weakness in the
property markets continues to exacerbate losses, with little
prospect for improvement in the near term.  As of November 2007,
the number of properties in foreclosure in the U.S. reached
1,329,703.
  
Furthermore, S&P expects losses to continue increasing, with
borrowers experiencing rising loan payments as the terms of
adjustable-rate loans originated in early 2006 reset and principal
amortization occurs after the interest-only period ends for both
adjustable- and fixed-rate loans.  An estimated $342 billion of
mortgages is expected to reset during 2008.  However, S&P expects
many of the affected borrowers will find relief through loan
modifications that will hold initial interest rates constant for
several years.
  
S&P expects available credit enhancement to decrease as a result
of the loan modifications.  Although property values have
decreased approximately 6% to date, S&P expects additional
declines.  David Wyss, Standard & Poor's chief economist, has
adjusted his projection, forecasting that by the end of 2008
property values will have declined by as much as 13% on average
since 2006, and the market will bottom out early in 2009.
  
While this is an aggregate view, it is important to note that
certain markets have already suffered declines greater than this
forecast.  According to the S&P/Case-Shiller Tiered Price Indices,
cities such as San Diego and San Francisco have experienced price
declines of 12.0% and 6.5%, respectively, and lower-priced homes
in those areas have experienced declines of 18.5% and 17.5%,
respectively.  These lower-priced homes, which carry an average
loan balance of around $213,000, generally secure subprime
mortgages.  Similarly, for Tampa, the aggregate decline since 2006
averages approximately 12%, and this is consistent across price
tiers.  In many cases, the actual losses experienced to date
reflect larger declines in value than those forecasted.  It
is possible, therefore, that further price declines may not have
as great an effect on losses as one might expect.
  
Except for the CreditWatch resolutions, S&P does not anticipate
further major rating actions for the U.S. RMBS subprime ratings
issued during 2006 and the first half of 2007.  S&P anticipates
reviewing other vintages and products in the RMBS sector over the
next few weeks, including prior vintages of subprime mortgages,
RMBS backed by Alt-A mortgages, and securities backed by prime
collateral.  S&P expects that this review will be concluded and
the results announced over the next two months.


* Credit Manager's Index Opens 2008 in a Slump
----------------------------------------------
The seasonally adjusted Credit Manager's Index fell for the fifth
consecutive month in January, slipping 1.0 point to a record low
of 51.4.  The previous record had been set last month at 52.4.

"Five of the index's 10 components fell, and both the
manufacturing and service indexes declined, indicating that the
weakness was widespread although not terribly deep," said Daniel
North, chief economist with credit insurer Euler Hermes ACI.  "The
CMI's steady decline has mirrored other macroeconomic data which
suggests a sharp slowdown. For instance, fourth quarter GDP grew
at an annualized rate of only 0.6%, well under expectations of
1.1% and the long-term average of 3.5%.  The GDP report showed the
economy as perilously close to the beginning of a recession."

"Signs of the downturn are everywhere: terrible holiday sales,
massive job losses in housing and in financial services,
downtrends in volatile global financial markets, downgrades of
bond insurers and many debt instruments, the Fed overreacting with
cuts of 1.25% in eight days and an emergency stimulus plan in the
works," North said.  "Clearly, these unpleasant trends in the
macroeconomy are now well reflected in credit managers'
experience."

The seasonally adjusted manufacturing sector index fell for the
fourth time in five months, dropping 1.8 points to 51.7, the
second lowest level in the index's history.  Six of the 10
components fell, including a sharp decline in the sales component
of 8.9 points.

"A decline in the sales component of this magnitude is often a
harbinger of decay in the overall manufacturing index in the
coming months," North said.  "It's no surprise that the housing
market is the biggest culprit."  North also explained how one
survey respondent noted that their increased past dues were coming
from one of the largest national chains of building supplies.  
Another noted that terrible business conditions in residential
construction is now rather ominously "beginning to affect
commercial jobs as well."  Finally, one participant, a concrete
and stone supplier to the housing industry, painfully summed up
business conditions as, "By far worse this year than past years."

The seasonally adjusted service sector index fell for the fourth
consecutive month in January, sliding 0.1 points to 51.1.

"In addition, six of the 10 components fell, indicating a broad-
based and more pervasive decay recently," North said.  "Negative
commentary from the survey participants is of course mostly about
the housing industry, but participants from other industries are
now chiming in with their comments about deteriorating conditions
as well."  According to one participant in farm and garden
machinery and equipment, they have had "more bankruptcies in one
month than ever before," and a participant in plastics also noted
that bankruptcies are up. A packing and crating industry
respondent noted their former good paying customers are having
trouble, telling them "I can't pay you until I get paid."  Another
participant in the motor vehicle supplies and new parts industry
noted a tough couple of months for many of their customers, and
another in freight transportation summed it up by saying, "Things
are slow."

On a seasonally adjusted basis, the combined Credit Manager's
Index has fallen 5.0 points to 51.4. The manufacturing sector
index has fallen 4.9 points and the service sector index has
fallen 5.1 points.  "In all three indexes, all of the 10
components have fallen, giving a very clear signal that the
indexes are in a strong and pervasive downtrend," said North.

The CMI, a monthly survey of the business economy from the
standpoint of commercial credit and collections, was launched in
January 2003 to provide financial analysts with another strong
economic indicator.

The CMI survey asks credit managers to rate favorable and
unfavorable factors in their monthly business cycle.  Favorable
factors include sales, new credit applications, dollar collections
and amount of credit extended.  Unfavorable factors include
rejections of credit applications, accounts placed for
collections, dollar amounts of receivables beyond terms and
filings for bankruptcies.

A complete index including results from the manufacturing and
service sectors, along with the methodology, is available for at  

              http://ResearchArchives.com/t/s?25fa

Headquartered in Columbia, Maryland, The National Association of
Credit Management -- http://www.nacm.org/-- supports more than  
22,000 business credit and financial professionals worldwide with
premier industry services, tools and information.  NACM and its
network of Affiliated Associations are the leading resource for
credit and financial management information and education,
delivering products and services which improve the management of
business credit and accounts receivable.


* BOND PRICING: For the Week of Jan. 28 - Feb. 1, 2008
------------------------------------------------------

Issuer                              Coupon   Maturity  Price
------                              ------   --------  -----
Acme Metals Inc                      12.500%  08/01/02      0
Advanced Med Opt                      3.250%  08/01/26     74
Advanced Med Opt                      3.250%  08/01/26     73
Albertson's Inc                       6.520%  04/10/28     74
Albertson's Inc                       6.530%  04/10/28     74
Albertson's Inc                       6.560%  07/26/27     75
Albertson's Inc                       6.570%  02/23/28     74
Albertson's Inc                       6.630%  06/02/28     75
Aleris Intl Inc                      10.0005  12/15/16     71
Alesco Financial                      7.625%  05/15/27     65
Allegiance Tel                       12.875%  05/15/08      1
Alltel Corp                           6.800%  05/01/29     68
Alltel Corp                           7.875%  07/01/32     72
Ambac Inc                             6.150%  02/15/37     46
Ambassadors Intl                      3.750%  04/15/27     71
AMD                                   6.000%  05/01/15     72
AMD                                   6.000%  05/01/15     72
Amer & Forgn Pwr                      5.000%  03/01/30     59
Amer Pad & Paper                     13.000%  11/15/05      0
Americredit Corp                      0.750%  09/15/11     71
Americredit Corp                      2.125%  09/15/13     65
Americredit Corp                      2.125%  09/15/13     67
Amer Color Graph                     10.000%  06/15/10     54
Amer Media Oper                       8.875%  01/15/11     75
Amer Meida Oper                      10.250%  05/01/09     75
Ames True Temper                     10.000%  07/15/12     49
Antigenics                            5.250%  02/01/25     62
Arvinmeritor Inc                      4.000%  02/15/27     71
Arvinmeritor Inc                      4.000%  02/15/27     72
Ashton Woods USA                      9.500%  10/01/15     49
At Home Corp                          4.750%  12/15/06      0
Ata Holdings                         12.125%  06/15/10      0
Atherogenics Inc                      1.500%  02/01/12     11
Atherogenics Inc                      4.500%  03/01/11     12
Atlantic Coast                        6.000%  02/15/34      2
Bank New England                      8.750%  04/01/99      8
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      9
Bankunited Cap                        3.125%  03/01/34     60
BBN Corp                              6.000%  04/01/12      0
Bearingpoint Inc                      2.750%  12/15/24     53
Beazer Homes USA                      4.625%  06/15/24     72
Beazer Homes USA                      6.500%  11/15/13     73
Beazer Homes USA                      6.875%  07/15/15     72
Beazer Homes USA                      8.125%  06/15/16     74
Berry Plastics                       10.250%  03/01/16     75
Bon-Ton Stores                       10.250%  03/15/14     69
Borden Inc                            7.875%  02/15/23     69
Borland Software                      2.750%  02/15/12     72
Bowater Inc                           6.500%  06/15/13     72
Bowater Inc                           9.375%  12/15/21     72
Broder Bros Co                       11.250%  10/15/10     73
Budget Group Inc                      9.125%  04/01/06      0
Buffet Inc                           12.500%  11/01/14      7
Builders Transport                    6.500%  05/01/11      0
Burlington North                      3.200%  01/01/45     53
Calpine Gener Co                     11.500%  04/01/11     17
Capital 1 IV                          6.745   02/17/37     70
Capmark Finl Grp                      5.875%  05/10/12     74
Capmark Finl Grp                      6.300%  05/10/17     69
CCH I LLC                            11.000%  10/01/15     71
CCH I LLC                            11.000%  10/01/15     72
Cell Genesys Inc                      3.125%  11/01/11     67
Central Tractor                      10.625%  04/01/07      0
Charming Shoppes                      1.125%  05/11/14     71
Charter Comm Hld                     10.000%  05/15/11     63
Charter Comm Hld                     11.125%  01/15/11     67
Charter Comm LP                       5.875%  11/16/09     67
Charter Comm LP                       6.500%  10/01/27     56
CIH                                   9.920%  04/01/14     51
CIH                                  10.000%  05/15/14     51
CIH                                  11.125%  01/15/14     52
CIT Group Inc                         6.100%  03/15/67     65
Claire's Stores                       9.250%  06/01/15     68
Claire's Stores                      10.500%  06/01/17     48
Clear Channel                         4.900%  05/15/15     73
Clear Channel                         5.500%  12/15/16     72
Clear Channel                         7.250%  10/15/27     71
CMP Susquehanna                       9.875%  05/15/14     70
Collins & Aikman                     10.750%  12/31/11      0
Columbia/HCA                          7.500%  11/15/95     74
Complete Mgmt                         8.000%  08/15/03      0
Complete Mgmt                         8.000%  12/15/03      0
Compucredit                           3.625%  05/30/25     55
CompuCredit                           5.875%  11/30/35     49
Conexant Systems                      4.000%  03/01/26     74
Congoleum Corp                        8.625%  08/01/08     74
Constar Intl                         11.000%  12/01/12     75
Cooper-Standard                       8.375%  12/15/14     74
Countrywide Finl                      5.250%  05/11/20     72
Countrywide Finl                      5.250%  05/27/20     72
Countrywide Finl                      5.750%  01/24/31     71
Countrywide Finl                      5.800%  01/27/31     72
Countrywide Finl                      6.000%  05/16/23     73
Countrywide Finl                      6.000%  03/16/26     73
Countrywide Finl                      6.000%  07/23/29     73
Countrywide Finl                      6.000%  11/22/30     74
Countrywide Finl                      6.000%  11/14/35     72
Countrywide Finl                      6.000%  12/14/35     71
Countrywide Finl                      6.000%  02/08/36     71
Countrywide Finl                      6.150%  06/25/29     75
Countrywide Home                      4.000%  03/22/11     72
Countrywide Home                      4.125%  09/15/09     72
Countrywide Home                      5.625%  07/15/09     75
Countrywide Home                      6.000%  05/16/23     74
Countrywide Home                      6.000%  07/23/29     74
Crown Cork & Seal                     7.500%  12/15/96     70
Curagen Corp                          4.000%  02/15/11     70
Custom Food Prod                      8.000%  02/01/07      0
Dana Corp                             5.850%  01/15/15     54
Dana Corp                             6.500%  03/15/08     54
Dana Corp                             6.500%  03/01/09     54
Dana Corp                             7.000%  03/15/28     54
Dana Corp                             7.000%  03/01/29     53
Dana Corp                             9.000%  08/15/11     54
Decode Genetics                       3.500%  04/15/11     64
Decode Genetics                       3.500%  04/15/11     68
Delta Air Lines                       8.000%  12/01/15     60
Delta Mills Inc                       9.625%  09/01/07     15
Delphi Corp                           6.197   11/15/33     29
Delphi Corp                           6.500%  08/15/13     40
Delphi Corp                           8.250%  10/15/33     33
Dillards Inc                          7.000%  12/01/28     71
Dura Operating                        8.625%  04/15/12     13
Dura Operating                        9.000%  05/01/09      0
E*trade Finl                          7.375%  09/15/13     73
E*trade Finl                          7.8755  12/01/15     72
Empire Gas Corp                       9.000%  12/31/07      0
Encysive Pharma                       2.500%  03/15/12     51
EOP Operating LP                      7.250%  06/15/28     72
Epix Medical Inc                      3.000%  06/15/24     68
Equistar Chemica                      7.550%  02/15/26     75
Exodus Comm Inc                       4.750%  07/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Falcon Products                      11.375%  06/15/09      0
Fedders North Am                      9.875%  03/01/14      7
Finova Group                          7.500%  11/15/09     16
Finlay Fine Jwly                      8.375%  06/01/12     56
First Data Corp                       4.850%  10/01/14     71
Ford Motor Cred                       5.650%  01/21/14     73
Ford Motor Cred                       5.750%  01/21/14     72
Ford Motor Cred                       5.750%  02/20/14     74
Ford Motor Cred                       5.750%  02/20/14     72
Ford Motor Cred                       5.900%  02/20/14     73
Ford Motor Cred                       6.000%  01/21/14     73
Ford Motor Cred                       6.000%  03/20/14     72
Ford Motor Cred                       6.000%  11/20/14     73
Ford Motor Cred                       6.000%  11/20/14     73
Ford Motor Cred                       6.000%  11/20/14     69
Ford Motor Cred                       6.000%  01/20/15     73
Ford Motor Cred                       6.000%  02/20/15     72
Ford Motor Cred                       6.050%  02/20/14     74
Ford Motor Cred                       6.050%  04/21/14     71
Ford Motor Cred                       6.050%  12/22/14     72
Ford Motor Cred                       6.050%  12/22/14     71
Ford Motor Cred                       6.050%  12/22/14     73
Ford Motor Cred                       6.050%  02/20/15     72
Ford Motor Cred                       6.100%  02/20/15     72
Ford Motor Cred                       6.150%  12/22/14     74
Ford Motor Cred                       6.150%  01/20/15     73
Ford Motor Cred                       6.200%  04/21/14     73
Ford Motor Cred                       6.200%  03/20/15     72
Ford Motor Cred                       6.250%  01/20/15     74
Ford Motor Cred                       6.250%  03/20/15     65
Ford Motor Cred                       6.300%  05/20/14     72
Ford Motor Cred                       6.500%  12/20/13     75
Ford Motor Cred                       6.500%  02/20/15     73
Ford Motor Cred                       6.500%  03/20/15     75
Ford Motor Cred                       6.800%  06/20/14     75
Ford Motor Cred                       6.800%  03/20/15     73
Ford Motor Cred                       7.250%  07/20/17     74
Ford Motor Cred                       7.400%  08/21/17     72
Ford Motor Cred                       7.500%  08/20/32     75
Ford Motor Co                         6.375%  02/01/29     65
Ford Motor Co                         6.500%  08/01/18     73
Ford Motor Co                         6.625%  02/15/28     66
Ford Motor Co                         6.625%  10/01/28     66
Ford Motor Co                         7.125%  11/15/25     67
Ford Motor Co                         7.400%  11/01/46     68
Ford Motor Co                         7.450%  07/16/31     73
Ford Motor Co                         7.500%  08/01/26     70
Ford Motor Co                         7.700%  05/15/97     68
Ford Motor Co                         7.750%  06/15/43     68
Franklin Bank                         4.000%  05/01/27     69
Freescale Semico                     10.125%  12/15/16     73
Frontier Airline                      5.000%  12/15/25     73
General Motors                        6.750%  05/01/28     65
General Motors                        7.375%  05/23/48     65
General Motors                        7.400%  09/01/25     71
General Motors                        8.100%  06/15/24     73
Georgia Gulf Crp                     10.750%  10/15/16     75
GMAC                                  5.250%  01/15/14     69
GMAC                                  5.350%  01/15/14     71
GMAC                                  5.700%  06/15/13     73
GMAC                                  5.700%  10/15/13     74
GMAC                                  5.700%  12/15/13     70
GMAC                                  5.750%  01/15/14     71
GMAC                                  5.850%  05/15/13     75
GMAC                                  5.850%  06/15/13     75
GMAC                                  5.850%  06/15/13     73
GMAC                                  5.850%  06/15/13     73
GMAC                                  5.900%  12/15/13     72
GMAC                                  5.900%  01/15/19     63
GMAC                                  5.900%  01/15/19     68
GMAC                                  5.900%  02/15/19     61
GMAC                                  5.900%  10/15/19     60
GMAC                                  6.000%  02/15/19     66
GMAC                                  6.000%  02/15/19     64
GMAC                                  6.000%  02/15/19     65
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     74
GMAC                                  6.000%  03/15/19     61
GMAC                                  6.000%  03/15/19     66
GMAC                                  6.000%  03/15/19     62
GMAC                                  6.000%  04/15/19     64
GMAC                                  6.000%  09/15/19     64
GMAC                                  6.000%  09/15/19     60
GMAC                                  6.050%  08/15/19     61
GMAC                                  6.050%  08/15/19     60
GMAC                                  6.050%  10/15/19     61
GMAC                                  6.100%  09/15/19     61
GMAC                                  6.125%  10/15/19     61
GMAC                                  6.150%  12/15/13     74
GMAC                                  6.150%  08/15/19     63
GMAC                                  6.150%  09/15/19     64
GMAC                                  6.150%  10/15/19     67
GMAC                                  6.200%  11/15/13     75
GMAC                                  6.200%  04/15/19     64
GMAC                                  6.250%  07/15/19     73
GMAC                                  6.250%  12/15/18     68
GMAC                                  6.250%  01/15/19     65
GMAC                                  6.250%  04/15/19     62
GMAC                                  6.250%  05/15/19     65
GMAC                                  6.250%  07/15/19     62
GMAC                                  6.300%  10/15/13     74
GMAC                                  6.300%  08/15/19     64
GMAC                                  6.300%  08/15/19     69
GMAC                                  6.350%  04/15/19     65
GMAC                                  6.350%  07/15/19     64
GMAC                                  6.350%  07/15/19     63
GMAC                                  6.400%  12/15/18     63
GMAC                                  6.400%  11/15/19     64
GMAC                                  6.400%  11/15/19     65
GMAC                                  6.500%  06/15/18     64
GMAC                                  6.500%  11/15/19     68
GMAC                                  6.500%  12/15/19     66
GMAC                                  6.500%  12/15/18     69
GMAC                                  6.500%  05/15/19     69
GMAC                                  6.500%  01/15/20     65
GMAC                                  6.500%  02/15/20     64
GMAC                                  6.550%  12/15/19     65
GMAC                                  6.600%  08/15/16     70
GMAC                                  6.600%  05/15/18     67
GMAC                                  6.600%  06/15/19     66
GMAC                                  6.600%  06/15/19     64
GMAC                                  6.650%  06/15/18     66
GMAC                                  6.650%  10/15/18     67
GMAC                                  6.650%  10/15/18     71
GMAC                                  6.650%  02/15/20     64
GMAC                                  6.700%  05/15/14     75
GMAC                                  6.700%  05/15/14     73
GMAC                                  6.700%  06/15/18     68
GMAC                                  6.700%  06/15/18     68
GMAC                                  6.700%  11/15/18     66
GMAC                                  6.700%  06/15/19     66
GMAC                                  6.700%  12/15/19     66
GMAC                                  6.750%  07/15/16     70
GMAC                                  6.750%  08/15/16     71
GMAC                                  6.750%  09/15/16     71
GMAC                                  6.750%  06/15/17     73
GMAC                                  6.750%  03/15/18     66
GMAC                                  6.750%  07/15/18     68
GMAC                                  6.750%  09/15/18     66
GMAC                                  6.750%  10/15/18     66
GMAC                                  6.750%  11/15/18     68
GMAC                                  6.750%  05/15/19     69
GMAC                                  6.750%  05/15/19     67
GMAC                                  6.750%  06/15/19     70
GMAC                                  6.750%  06/15/19     67
GMAC                                  6.750%  03/15/20     75
GMAC                                  6.800%  09/15/18     65
GMAC                                  6.800%  10/15/18     66
GMAC                                  6.850%  05/15/18     75
GMAC                                  6.875%  08/15/16     70
GMAC                                  6.875%  07/15/18     69
GMAC                                  6.900%  06/15/17     69
GMAC                                  6.900%  07/15/18     71
GMAC                                  6.900%  08/15/18     72
GMAC                                  6.950%  06/15/17     73
GMAC                                  7.000%  06/15/17     68
GMAC                                  7.000%  07/15/17     69
GMAC                                  7.000%  02/15/18     66
GMAC                                  7.000%  02/15/18     69
GMAC                                  7.000%  02/15/18     69
GMAC                                  7.000%  03/15/18     70
GMAC                                  7.000%  05/15/18     72
GMAC                                  7.000%  08/15/18     69
GMAC                                  7.000%  09/15/18     70
GMAC                                  7.000%  02/15/21     65
GMAC                                  7.000%  09/15/21     67
GMAC                                  7.000%  09/15/21     68
GMAC                                  7.000%  06/15/22     66
GMAC                                  7.000%  11/15/23     69
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.000%  11/15/24     67
GMAC                                  7.000%  11/15/24     66
GMAC                                  7.050%  03/15/18     69
GMAC                                  7.050%  03/15/18     70
GMAC                                  7.050%  04/15/18     69
GMAC                                  7.125%  10/15/17     71
GMAC                                  7.150%  09/15/18     68
GMAC                                  7.150%  01/15/25     67
GMAC                                  7.150%  03/15/25     70
GMAC                                  7.200%  10/15/17     71
GMAC                                  7.200%  10/15/17     71
GMAC                                  7.250%  09/15/17     74
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  09/15/17     72
GMAC                                  7.250%  01/15/18     73
GMAC                                  7.250%  04/15/18     70
GMAC                                  7.250%  04/15/18     72
GMAC                                  7.250%  08/15/18     71
GMAC                                  7.250%  09/15/18     70
GMAC                                  7.250%  01/15/25     68
GMAC                                  7.250%  02/15/25     70
GMAC                                  7.250%  03/15/25     68
GMAC                                  7.300%  12/15/17     72
GMAC                                  7.300%  01/15/18     72
GMAC                                  7.300%  01/15/18     72
GMAC                                  7.375%  11/15/16     74
GMAC                                  7.375%  04/15/18     70
GMAC                                  7.400%  12/15/17     71
GMAC                                  7.500%  11/15/16     75
GMAC                                  7.500%  08/15/17     72
GMAC                                  7.500%  11/15/17     71
GMAC                                  7.500%  03/15/25     74
GMAC                                  7.750%  10/15/17     74
GMAC                                  8.000%  10/15/17     75
GMAC                                  8.000%  11/15/17     74
Greenbrier Cos                        2.375%  05/15/26     66
Gulf Mobile Ohio                      5.000%  12/01/56     73
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co                       5.625%  06/01/15     73
Harrahs Oper Co                       5.750%  10/01/17     69
Harrahs Oper Co                       6.500%  06/01/16     74
Headwaters Inc                        2.500%  02/01/14     74
Headwaters Inc                        2.500%  02/01/14     73
Hercules Inc                          6.500%  06/30/29     74
Herbst Gaming                         7.000%  11/15/14     59
Herbst Gaming                         8.125%  06/01/12     64
Hills Stores Co                      12.500%  07/01/03      0
Hilton Hotels                         7.500%  12/15/17     74
Hines Nurseries                      10.250%  10/01/11     75
HNG Internorth                        9.625%  03/15/06     19
Huntington Natl                       5.375%  02/28/19     74
Ikon Office                           6.750%  12/01/25     74
Interdent Svc                        10.750%  12/15/11     70
Ion Media                            11.000%  07/31/13     55
Iridium LLC/CAP                      10.875%  07/15/05      1
Iridium LLC/CAP                      11.250%  07/15/05      2
Iridium LLC/CAP                      13.000%  07/15/05      1
Iridium LLC/CAP                      14.000%  07/15/05      1
JP Morgan Chase                      12.000%  07/31/08     62
K Hovnanian Entr                      6.250%  01/15/15     68
K Hovnanian Entr                      6.250%  01/15/16     67
K Hovnanian Entr                      6.375%  12/15/14     68
K Hovnanian Entr                      6.500%  01/15/14     70
K Hovnanian Entr                      7.500%  05/15/16     68
K Hovnanian Entr                      7.750%  05/15/13     55
K Hovnanian Entr                      8.000%  04/01/12     71
K Hovnanian Entr                      8.625%  01/15/17     72
K Hovnanian Entr                      8.875%  04/01/12     57
K Mart Funding                        8.800%  07/01/10      9
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      4
Keystone Auto Op                      9.750%  11/01/13     65
Kimball Hill Inc                     10.500%  12/15/12     32
Kmart Corp                            8.540%  01/02/15      0
Kmart Corp                            9.350%  01/02/20      5
Kmart Corp                            9.780%  01/05/20      0
Knight Ridder                         4.625%  11/01/14     75
Knight Ridder                         5.750%  09/01/17     73
Knight Ridder                         6.875%  03/15/29     69
Kulicke & Soffa                       0.875%  06/01/12     72
Lehman Bros Holding                   9.500%  05/01/08     75
Leiner Health                        11.000%  06/01/12     65
Lennar Corp                           5.500%  09/01/14     75
Lennar Corp                           5.6005  05/31/15     75
Lennar Corp                           6.500%  04/15/16     75
Liberty Media                         3.250%  03/15/31     74
Liberty Media                         3.750%  02/15/30     57
Liberty Media                         4.000%  11/15/29     63
Lifecare Holding                      9.250%  08/15/13     65
LTV Corp                              8.200%  09/15/07      0
Magna Entertainm                      7.250%  12/15/09     72
Majestic Star                         9.750%  01/15/11     69
Masonite Corp                        11.000%  04/06/15     74
MBIA Inc                              5.700%  12/01/34     66
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      1
MediaNews Group                       6.375%  04/01/14     62
Meritage Corp                         7.000%  05/01/14     72
Meritage Homes                        6.250%  03/15/15     69
Metaldyne Corp                       11.000%  06/15/12     60
Micron Tech                           1.875%  06/01/14     74
Millenium Amer                        7.625%  11/15/26     75
Morris Publish                        7.000%  08/01/13     72
Movie Gallery                        11.000%  05/01/12     29
Mrs Fileds                            9.000%  03/15/11     74
Muzak LLC                             9.875%  03/15/09     53
Natl Steel Corp                       8.375%  08/01/06      0
Neff Corp                            10.000%  06/01/15     54
New Orl Grt N RR                      5.000%  07/01/32     60
New Plan Excel                        5.250%  09/15/15     75
New Plan Excel                        7.500%  07/30/29     55
New Plan Realty                       6.900%  02/15/28     46
New Plan Realty                       7.650%  11/02/26     53
New Plan Realty                       7.680%  11/02/26     42
New Plan Realty                       7.970%  08/14/26     53
North Atl Trading                     9.250%  03/01/12     71
Northern Pacific RY                   3.000%  01/01/47     50
Northern Pacific RY                   3.000%  01/01/47     50
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     58
Nutritional Src                      10.125%  08/01/09      2
Nuveen Invest                         5.500%  09/15/15     69
Oakwood Homes                         8.125%  03/01/19      0
Ocwen Financial                       3.250%  08/01/24     72
Omnicare Inc                          3.250%  12/15/35     73
Oscient Pharma                        3.500%  04/15/11     44
Outback Steakhse                     10.0005  06/15/15     66
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      7
Pac-West Telecom                     13.500%  02/01/09      4
Pac-West Telecom                     13.500%  02/01/09      1
Palm Harbor                           3.250%  05/15/24     72
Pegasus Satellite                    12.375%  08/01/08      0
Phar-Mor Inc                         11.720%  12/31/49      0
Phelps Dodge                          6.125%  03/15/34     72
Piedmont Aviat                       10.250%  01/15/49      0
Pierre Foods Inc                      9.875%  07/15/12     70
Pixelworks Inc                        1.750%  05/15/24     71
Ply Gem Indust                        9.000%  02/15/12     72
Pope & Talbot                         8.375%  06/01/13     17
Pope & Talbot                         8.375%  06/01/13     19
Portola Packagin                      8.250%  02/01/12     74
Powerwave Tech                        1.875%  11/15/24     69
Powerwave Tech                        3.875%  10/01/27     67
Primus Telecom                        3.750%  09/15/10     59
Primus Telecom                        8.000%  01/15/14     55
Propex Fabrics                       10.000%  12/01/12     40
PSInet Inc                           10.000%  02/15/05      0
PSInet Inc                           10.500%  12/01/06      0
Pulte Homes Inc                       6.000%  02/15/35     74
Pulte Homes Inc                       6.375%  05/15/33     75
Radnor Holdings                      11.000%  03/15/10      0
Railworks Corp                       11.500%  04/15/09      0
Rait Financial                        6.875%  04/15/27     65
Rayovac Corp                          8.500%  10/01/13     65
Read-Rite Corp                        6.500%  09/01/04      0
Realogy Corp                         12.375%  04/15/15     75
Realogy Corp                         12.375%  04/15/15     61
Restaurant Co                        10.000%  10/01/13     71
Residential Cap                       6.000%  02/22/11     61
Residentail Cap                       6.375%  06/30/10     66
Residential Cap                       6.500%  06/01/12     63
Residential Cap                       6.500%  04/17/13     61
Residential Cap                       6.875%  06/30/15     60
RF Micro Devices                      1.000%  04/15/14     71
RF Micro Devices                      1.000%  04/15/09      1
Rite Aid Corp.                        6.875%  08/15/13     70
Rite Aid Corp.                        7.700%  02/15/27     67
RJ Tower Corp.                       12.000%  06/01/13      4
S3 Inc                                5.750%  10/01/03      0
ServiceMaster Co                      7.100%  03/01/18     67
ServiceMaster Co                      7.250%  03/01/38     70
ServiceMaster Co                      7.450%  08/15/27     72
Six Flags Inc                         4.500%  05/15/15     71
Six Flags Inc                         9.625%  06/01/14     74
SLM Corp                              4.700%  12/15/28     69
SLM Corp                              4.800%  12/15/28     61
SLM Corp                              5.000%  06/15/19     73
SLM Corp                              5.000%  06/15/19     71
SLM Corp                              5.000%  09/15/20     68
SLM Corp                              5.000%  12/15/28     71
SLM Corp                              5.050%  03/15/23     73
SLM Corp                              5.190%  04/24/19     73
SLM Corp                              5.200%  03/15/28     65
SLM Corp                              5.250%  03/15/28     75
SLM Corp                              5.250%  12/15/28     61
SLM Corp                              5.350%  06/15/28     69
SLM Corp                              5.400%  03/15/23     66
SLM Corp                              5.400%  03/15/28     70
SLM Corp                              5.400%  06/15/30     67
SLM Corp                              5.450%  06/15/28     72
SLM Corp                              5.450%  06/15/28     64
SLM Corp                              5.500%  03/15/19     73
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  06/15/29     66
SLM Corp                              5.500%  06/15/29     64
SLM Corp                              5.500%  03/15/30     66
SLM Corp                              5.500%  06/15/30     65
SLM Corp                              5.500%  06/15/30     66
SLM Corp                              5.500%  06/15/30     68
SLM Corp                              5.500%  06/15/30     64
SLM Corp                              5.500%  12/15/30     69
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              5.550%  06/15/28     72
SLM Corp                              5.550%  03/15/29     74
SLM Corp                              5.600%  03/15/22     72
SLM Corp                              5.600%  12/15/28     71
SLM Corp                              5.600%  03/15/29     63
SLM Corp                              5.600%  03/15/29     70
SLM Corp                              5.600%  06/15/29     66
SLM Corp                              5.600%  12/15/29     66
SLM Corp                              5.600%  12/15/29     68
SLM Corp                              5.625%  01/25/25     71
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  06/15/22     72
SLM Corp                              5.650%  03/15/29     63
SLM Corp                              5.650%  03/15/29     75
SLM Corp                              5.650%  03/15/29     70
SLM Corp                              5.650%  12/15/29     71
SLM Corp                              5.650%  12/15/29     67
SLM Corp                              5.650%  12/15/29     68
SLM Corp                              5.650%  03/15/30     66
SLM Corp                              5.650%  09/15/30     74
SLM Corp                              5.650%  03/15/32     71
SLM Corp                              5.700%  03/15/29     64
SLM Corp                              5.700%  03/15/29     67
SLM Corp                              5.700%  03/15/29     65
SLM Corp                              5.700%  03/15/29     68
SLM Corp                              5.700%  12/15/29     75
SLM Corp                              5.700%  03/15/30     66
SLM Corp                              5.700%  03/15/32     72
SLM Corp                              5.750%  03/15/29     70
SLM Corp                              5.750%  03/15/29     73
SLM Corp                              5.750%  03/15/29     67
SLM Corp                              5.750%  06/15/29     71
SLM Corp                              5.750%  09/15/29     67
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     68
SLM Corp                              5.750%  12/15/29     67
SLM Corp                              5.750%  12/15/29     66
SLM Corp                              5.750%  03/15/30     65
SLM Corp                              5.750%  03/15/30     68
SLM Corp                              5.750%  06/15/32     72
SLM Corp                              5.750%  06/15/32     72
SLM Corp                              5.800%  12/15/29     70
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     72
SLM Corp                              5.800%  03/15/32     68
SLM Corp                              5.850%  09/15/29     72
SLM Corp                              5.850%  09/15/29     67
SLM Corp                              5.850%  12/15/31     70
SLM Corp                              5.850%  03/15/32     73
SLM Corp                              5.850%  03/15/32     73
SLM Corp                              5.850%  03/15/32     73
SLM Corp                              5.850%  06/15/32     73
SLM Corp                              5.850%  06/15/32     73
SLM Corp                              6.000%  06/15/26     74
SLM Corp                              6.000%  06/15/26     69
SLM Corp                              6.000%  12/15/26     73
SLM Corp                              6.000%  12/15/26     75
SLM Corp                              6.000%  03/15/27     73
SLM Corp                              6.000%  12/15/28     70
SLM Corp                              6.000%  12/15/28     75
SLM Corp                              6.000%  03/15/29     70
SLM Corp                              6.000%  06/15/29     70
SLM Corp                              6.000%  06/15/29     75
SLM Corp                              6.000%  06/15/29     70
SLM Corp                              6.000%  09/15/29     71
SLM Corp                              6.000%  09/15/29     73
SLM Corp                              6.000%  09/15/29     71
SLM Corp                              6.000%  06/15/31     68
SLM Corp                              6.000%  12/15/31     61
SLM Corp                              6.000%  12/15/31     67
SLM Corp                              6.000%  03/15/37     73
SLM Corp                              6.000%  03/15/37     73
SLM Corp                              6.000%  03/15/37     73
SLM Corp                              6.050%  12/15/26     72
SLM Corp                              6.050%  12/15/31     72
SLM Corp                              6.100%  09/15/31     75
SLM Corp                              6.100%  12/15/31     69
SLM Corp                              6.150%  09/15/29     71
SLM Corp                              6.200%  09/15/26     75
SLM Corp                              6.200%  12/15/31     69
SLM Corp                              6.250%  06/15/29     71
SLM Corp                              6.250%  06/15/29     70
SLM Corp                              6.250%  06/15/29     71
SLM Corp                              6.250%  09/15/29     70
SLM Corp                              6.250%  09/15/29     73
SLM Corp                              6.300%  09/15/31     74
SLM Corp                              6.350%  06/15/31     74
SLM Corp                              6.400%  09/15/31     72
SLM Corp                              6.450%  09/15/31     70
SLM Corp                              6.500%  09/15/31     72
Spacehab Inc                          5.500%  10/15/10     50
Spansion Llc                          2.250%  06/15/16     53
Special Devises                      11.375%  12/15/08     66
Spectrum Brands                       7.375%  02/01/15     73
Standard Pac Corp                     6.000%  10/01/12     61
Standard Pac corp                     6.250%  04/01/14     65
Standard Pacific                      6.500%  08/15/10     67
Standard Pac Corp                     6.875%  05/15/11     67
Standard Pacific                      7.000%  08/15/15     66
Standard Pac corp                     7.750%  03/15/13     66
Standard Pacific                      9.250%  04/15/12     46
Stanley-Martin                        9.750%  08/15/15     65
Station Casinos                       6.500%  02/01/14     74
Station Casinos                       6.625%  03/15/18     69
Station Casinos                       6.875%  03/01/16     72
Tech Olympic                          8.250%  04/01/11     42
Tekni-Plex Inc                       12.750%  06/15/10     69
Teligent Inc                         11.500%  12/01/07      0
Tenet Healthcare                      6.875%  11/15/31     74
Times Mirror Co                       6.610%  09/15/27     56
Times Mirror Co                       7.250%  03/01/13     69
Times Mirror Co                       7.250%  11/15/96     52
Times Mirror-New                      7.500%  07/01/23     59
Tom's Foods Inc                      10.500%  11/01/04      1
Tops Appliance                        6.500%  11/30/03      0
Tousa Inc                             7.500%  03/15/11      8
Tousa Inc                             7.500%  01/15/15      8
Tousa Inc                             9.000%  07/01/10     43
Tousa Inc                             9.000%  07/01/10     42
Tousa Inc                            10.375%  07/01/12      8
Toys R Us                             7.375%  10/15/18     71
Trans Mfg Oper                       11.250%  05/01/09     60
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            4.875%  08/15/10     68
Tribune Co                            5.250%  08/15/15     56
Trism Inc                            12.000%  02/15/05      0
True Temper                           8.375%  09/15/11     61
Trump Entertnmnt                      8.5005  06/01/15     71
TXU Corp                              6.500%  11/15/24     73
TXU Corp                              6.550%  11/15/34     72
Unifi Inc                            11.500%  05/15/14     74
United Air Lines                      9.210%  01/21/17      0
United Air Lines                      9.300%  03/22/08     50
United Air Lines                     10.850%  02/19/15     31
Universal Standard                    8.250%  02/01/06      0
US Air Inc.                          10.250%  01/15/49      0
US Air Inc.                          10.300%  07/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.550%  01/15/49      0
US Air Inc.                          10.700%  01/01/49      0
US Air Inc.                          10.700%  01/15/49      0
US Air Inc.                          10.750%  01/15/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.800%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
US Air Inc.                          10.900%  01/01/49      0
Vertis Inc                           10.875%  06/15/09     61
Vesta Insur Grp                       8.750%  07/15/25      2
Vicorp Restaurant                    10.500%  04/15/11     64
Vion Pharm Inc                        7.750%  02/15/12     67
Visteon Corp                          7.000%  03/10/14     74
Wachovia Corp                         9.250%  04/10/08     41
Wachovia Corp                        12.500%  03/05/08     43
Washington Mutual Pfd                 6.534%  03/29/49     59
Washington Mutual Pfd                 6.895%  06/29/49     60
WCI Communities                       4.000%  08/05/23     70
WCI Communities                       6.625%  03/15/15     50
WCI Communities                       7.875%  10/01/13     54
WCI Communities                       9.125%  05/01/12     56
Werner Holdings                      10.000%  11/15/07      0
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     59
William Lyon                          7.625%  12/15/12     62
William Lyon                         10.750%  04/01/13     61
Wimar Op LLC/Fin                      9.625%  12/15/14     62
Winstar Comm Inc                     12.500%  04/15/08      0
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     64
Young Broadcasting                    8.750%  01/15/14     71
Ziff Davis Media                     12.000%  08/12/09     22


                             *********

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.  Joseph Medel C. Martirez, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador,
Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin,
Philline P. Reluya, Ma. Cristina I. Canson, Christopher G.
Patalinghug, Frauline S. Abangan, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***